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HomeMy WebLinkAbout23-060 - Securitas Security Services USA, Inc - 2023-2024 Court Security ServicesFe 0-01 SECURITAS SECURITY SERVICES AGREEMENT ("Agreement") Between Company and Client (as defined below) Effective Date: January 1, 2025 Company: Securitas Security Services USA, Inc. Street: 17930 International Blvd. Suite 550 City, State, Zip: SeaTac, WA 98188 Contact Name/Title: Jesus Oropeza / District Manager E-mail Address: Jesus.oropeza(c securitasinc.com Phone: (425) 293-514 Fax: (747) 222-8497 23-060(a) Council Approval N/A Client: Tukwila Municipal Court Street: 15005 Tukwila International Blvd. City, State, Zip: Tukwila, WA 98168 Contact Name/Title: LaTricia Kinlow / Court Administrator E-mail Address: trish.kinlow(a tukwilaWA.gov Phone: (206) 433-7185 Fax: For services ("Services") provided by Company, Client will pay the Service Fee, plus all applicable (i) sales, use and similar taxes, (ii) interest, and (iii) penalties. Services are as specified (i) in any agreed-upon post orders or scope of work (collectively, "Scope of Work"), and (ii) below. Traditional Guarding (check box if providing traditional guarding;', check all Services that apply below) Guard Type: Guard HPW: Straight Rate/Hour: Premium (OT) Rate/Hour: Special Rate/Hour: ® On -Site • 2025 Officer • 37.5 • $31.59 • $47.39 • $n/a Total HPW: 37.5 • 2026TBD • TBD • $TBD • $TBD • $TBD ❑ Mobile Patrol Straight Rate/Inspection: Premium (OT) Rate/Inspection: Special Rate/Inspection: # of daily visits: $ $ $ ❑ Mobile Alarm Response Rate/Response: $ ❑ Remote Guarding Weekly Rate: $ Description: Rate: Description: Rate: ❑ Other Expenses $ $ Billing: Bi -Weekly (at end of service period) Payment: ACHNVire El Integrated Guarding (check box if providing integrated guarding; check all Services that apply below) ❑ On -Site (HPW: ) 1 ❑ Mobile Patrol (# of weekly visits: __) I ❑ Mobile Alarm Response ❑ Remote Guarding Integrated Guarding Fee: $ Billing: N/A - Standard Guarding Provided Payment: ACHnn(re Rates for 2025 will be honored for entire 2025 calendar year. 2026 to be determined once the CBA renewal is negotiated with the Union (SEIU). Payments for 2025 to be made by ACH/EFT. Credit card payments are allowed with 3.5% surcharge. TERMS AND CONDITIONS 1. DEFINITIONS: "Company Equipment" means all equipment, tools, documents, materials, software, applications, systems, processes, etc. provided, installed, developed or used by Company in connection with the Services; "Contractors" means contractors, subcontractors and/or vendors; "In writing" or "written document" means any written communication that has been signed by an authorized representative of the party, including, without limitation, printed documents, facsimiles, e- mails and other electronic means of communication; "Loss" means all suits, claims, losses, damages and expenses (including, without limitation, penalties, fines, investigative costs, reasonable attorneys' fees and costs of suit) arising from all events or circumstances related to or in connection with the same general condition; "Remote Guarding" means guarding and related services (including, without limitation, burglar/intrusion alarm monitoring) conducted from a remote location using electronic security equipment (including, without limitation, video and voice communication equipment); "Service Fee" collectively means the rates for traditional guarding or the Integrated Guarding Fee, as appropriate; "Site" means all premises where Services are performed under this Agreement. 2. PAYMENT: (a) Invoices are payable, without any setoff, to the remittance address on the invoice. Traditional guarding invoices are payable 30 days from the end of service period; integrated guarding invoices are payable in advance. Client's failure to pay any amount when due will be a material breach by Client. A late charge of 1.5% per month will be added to balances not paid when due. Client must notify Company in writing of any dispute regarding the amount of an invoice on or before payment is due; otherwise all disputes will be deemed waived. Client will bear all costs associated with Company receiving payments due for Services rendered under this Agreement. If Company must institute suit or collection services to collect amounts owed to Company, Client will pay Company's attorneys' fees and other costs of suit or collection. SSA - (7/17) Page 1 of 3 © 2017 Securitas Security Services USA, Inc. (b) In the event of payment delay, Company may suspend the performance of Services upon 10 days' prior written notice. Suspension will not release Client from any of its obligations under this Agreement. In case of non-payment based on Client liquidity problems, Company may condition continued performance on immediate cash payment for Services rendered (invoiced or not) or to be rendered. (c) Rates for traditional guarding do not include coverage for labor disputes, civil disorder, national disaster, or other similar emergency situations. Also, the premium (OT) rates will apply to the following: all work according to applicable laws and regulations; extended shifts or hours performed at the request of Client; additional personnel or hours requested by Client with less than 72 hours' notice, but only for the first 72 hours; additional personnel or hours requested by Client for special occasions or temporary or short durations; and work on New Year's Day, Martin Luther King Day, Presidents' Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the Friday After Thanksgiving, and Christmas Day. (d) Company may raise the Service Fee upon 30 days' prior written notice to account for any increases in (i) health care, benefit, or insurance costs, (ii) labor or fuel costs, (iii) costs arising from changes to laws, regulations, or insurance premiums, (iv) SUI or similar taxes, (v) Contractors' rates, or (vi) any other taxes, fees, costs or charges related to the Services. 3. TERM & TERMINATION: This Agreement will commence upon the Effective Date and continue until terminated by either party; any Services provided before the Effective Date are subject to this Agreement. Either party may terminate this Agreement at any time, without cause or penalty, upon 30 days' prior written notice to the other party. Either party may also terminate this Agreement for good cause upon 5 days' prior written notice to the other party. "Good cause" for Company will include, without limitation, the following: (i) any material or persistent minor breach by Client of this Agreement; (ii) cancellation of or material change to any of Company's insurance coverage relevant to this Agreement; (iii) a change in applicable laws or regulations that has a material effect on, or causes a material change to, the Services; (iv) any act or omission of Client which, in Company's reasonable opinion, brings or may bring Company's business or reputation into disrepute; or (v) Client or the Services becoming subject to economic or trade sanctions. Client will be responsible for payment for all Services rendered through the termination date. If Client terminates this Agreement for any reason, Client will pay for any unamortized costs related to any Company Equipment. 4. SCOPE OF SERVICES; PERSONNEL: (a) Company will only provide Services specified in this Agreement or the Scope of Work, which is incorporated into this Agreement. Company will not be obligated to perform, and will bear no responsibility for, any Services or duties performed that are not expressly specified in this Agreement. Company does not accept overall responsibility for security at the Site, and Company is not engaged as a security consultant. Company may use Contractors to provide some or all of the Services. (b) Company is not selling or leasing any Company Equipment, which will always be property of Company or its Contractors. Company is not transferring any intellectual property rights in any Company Equipment; such rights will remain solely with Company or its Contractors. Company will be provided with reasonable time and access to remove Company Equipment upon termination of this Agreement; all rights granted to Client to use or access any Company Equipment end upon termination of this Agreement. (c) Company is an independent contractor, and nothing in this Agreement creates a partnership or relationship of principal/agent or employer/employee. Personnel providing the Services are employees of Company or its Contractors. Company may change such personnel at any time. Client may reasonably request changes in such personnel for lawful reasons. If Company makes Client's requested changes, Client will be solely responsible for, and will defend and indemnify Company against, any Loss arising from such changes. (d) If Client employs, directly or indirectly, any Company employee formerly assigned to the Site within one year from the last date on which the Company employee was employed by Company, Client will reimburse Company $2,500 per Company employee for costs related to recruiting, screening, training, etc. (e) If Services include Remote Guarding, (i) neither Company nor its Contractors will be responsible for any interruption or failure of power; (ii) neither Company nor its Contractors will be responsible for any faulty, failed, interrupted, circumvented, or compromised data transmissions; (iii) Client is responsible for the design, installation, repair and maintenance of its own monitoring equipment and systems ("Monitoring System"); (iv) Company may, without penalty, modify, terminate or suspend Remote Guarding, shut down Client's Monitoring System, lock Client's panel, or render any monitoring equipment incapable of sending signals (1) if permitted, requested, or required to do so by any governmental authority, standards setting entity, or insurance interest, or (2) in Company's reasonable discretion; (v) Client is responsible for (1) providing and maintaining adequate lighting for all video equipment, and (2) ensuring Client's personnel and Monitoring System comply with all laws applicable to the use of video equipment; (vi) any Remote Guarding failure will not release Client from its obligations to pay any fees for Services; and (vii) any software, hardware, firmware, shareware, codes, information and documentation ("Proprietary Information") associated with Remote Guarding are, and will remain, the property of Company or its Contractors, as applicable, and any developments to the Proprietary Information will be the intellectual property of Company or its Contractors, as applicable. Further, Client, on behalf of itself, its employees, agents and guests, grants consent to Company and its Contractors to (i) intercept, record, retrieve, review, copy, disclose and use the contents of all transmissions received as part of Remote Guarding, and (ii) represent themselves as a security agent of Client and notify government agencies of suspicious or suspected criminal activities at the Site. 5. LIABILITY LIMITATION; INDEMNIFICATION: (a) The Service Fee is based upon the value of Services provided, not the value of the interests or property protected. Accordingly, Company makes no representation or warranty, express or implied, that the Services will produce a result or prevent any loss or damage. Client agrees that the limitations of liability and Client's defense/indemnity obligations in Sections 5(c) -5(h) apply regardless of whether the Loss is alleged to arise, directly or indirectly, in whole or in party from the negligence (active or passive) or misconduct of Company, its employees or agents, including that related to the hiring, training, supervision or retention of Company's employees or agents, and Sections 5(c)5(h) apply in favor of Company's Contractors. (b) Company will defend and indemnify Client against any Loss arising from the Services only to the extent the Loss is caused by the negligence of Company, its employees or agents while acting within the scope of their duties and authority. Client will defend and indemnify Company against any Loss in connection with this Agreement only to the extent the Loss is caused by the negligence of Client, its employees or agents. (c) Notmdthstanding Section 5(b), in no event will the total liability of Company and its insurers for any Loss exceed $2,500. (d) Notwithstanding Section 5(b), Client will defend and indemnify Company against any Loss to the extent the Loss exceeds $2,500. (e) Notwithstanding anything to the contrary in this Agreement" in no event will Company or its insurers be liable for any (i) environmental Loss, (ii) punitive, special, exemplary, liquidated, indirect; or consequential Loss (including, without limitation, loss of profits or business), (iii) violent or armed action, or hi jacking, (iv) Loss arising from any remote or on-site cyber activity or evenly (v) injuries or deaths arising from any conditions of the Site, or (vi) Loss arising from or related to any circumstance beyond Company's reasonable control (including, without limitation, any failure on the part of Company's Contractors, any act of God or war, etc.). (f) Notwithstanding anything to the contrary in this Agreement" in connection with the US Safety Ac4 each party waives all claims against the other party for damages arising from or related to an act of terrorism, the parties intend for this waiver to flow down to their respective Contractors. (g) Notwithstanding anything to the contrary in this Agreement" if Company employees operate any vehicle other than one supplied by Company, Client will maintain insurance for the vehicle, Client's insurance will be primary, and Client will defend and indemnify Company against any Loss arising out of Company's use of the vehicle. (h) Notwithstanding anything to the contrary in this Agreement, in no event will Company be responsible for any theft or other loss of property (including, without limitation, electronic data) not directly attributable to proven security officer thefts. In the event of allegation of security officer thefts, Client waives all right of recovery unless Company is notified of the allegations m4thin 10 days, Client fully cooperates with Company in the investigadon of the facts, Client presses formal charges, and a conviction is obtained, however, if all the foregoing conditions are satisfied, all applicable limitations of liability in this Agreement still apply. (i) Written notice of any Loss arising out of or relating to this Agreement must be received by Company within 30 days following the date of the occurrence giving rise to such Loss. No action to recover any Loss will be instituted or maintained against Company unless such notice is received by Company. No action to recover any Loss will be instituted or maintained against Company unless the action is instituted no later than 12 months following the date of the occurrence from which the Loss arises. Q) Services are only for the benefit of Client; neither this Agreement nor any Services confer rights on any other party as a third -party beneficiary. 6. INSURANCE: Client will maintain insurance to protect Client against loss or damage to the Site, Client's business and property, and others' property on the Site. Client (on behalf of itself and its insurers) waives all rights of subrogation against Company, its Contractors, and their respective employees, agents and insurers. If Company provides any insurance coverage (additional insured or otherwise) for Client or any others, such insurance coverage will only cover Client and the others for liability specifically assumed by Company in this Agreement. As security for Client's defense and indemnity obligations in this Agreement, Client will name Company as an additional insured under Client's relevant insurance policies, and Client will provide Company with a certificate of insurance evidencing such coverage upon request. SSA- (�7) Page 2 of 3 © 2017 Securitas Security Services USA, Inc. 7. FORCE MAJEURE: The following circumstances will be considered as grounds for relief if they delay or impede the performance of this Agreement: any circumstance beyond the reasonable control of a party such as fire, war, mobilization or military call up of a comparable scope, requisition, seizure, currency restrictions, insurrection and civil commotion, hi -jacking or an act of terrorism, shortage of transport, general shortage of materials or personnel, industrial disputes and defects or delays in deliveries by Contractors caused by any such circumstance as referred to in this Section. The party desiring relief under this Section will inform the other party by written notice without delay on the occurrence and on the cessation of such circumstance. If grounds for relief prevent Client from fulfilling its obligations, Client will reimburse Company for costs incurred in securing and protecting the Site. Client will also reimburse Company for costs incurred for personnel, Contractors and equipment which, with the consent of Client, are held in readiness to resume the Services. 8. CLIENT'S COMMITMENT: Client represents it (i) is not, and will not be during the term of this Agreement, subject to economic or trade sanctions, and (ii) will at all times cooperate with Company to allow Company to provide the Services under the best possible conditions; such cooperation includes, without limitation, Client providing (i) a safe, healthy working environment for Company personnel in accordance with applicable laws and regulations, (ii) all relevant information, access and assistance that Company reasonably requires to perform the Services without interruption, including, without limitation, suitable office space and utilities, and (iii) prompt notice of anything that may affect Company's safety, risk or obligations under this Agreement or which may lead to an increase in Company's costs of providing the Services. Any breach of this representation will be a material breach by Client. 9. DATA: To try to improve Company's service offerings, Company requires the use of data and information collected by or for Company or Client in the course of the provision of the Services. Accordingly, intellectual property rights, database rights, and all other rights in any such data or information will belong to Company. 10. SEVERABILITY: If any provision of this Agreement is held to be unenforceable, it will be modified to be enforceable to the maximum extent permitted under applicable law; all other terms will remain in full force. If the unenforceable provision cannot be so modified, it will be excluded from this Agreement; all other terms of this Agreement will remain in full force. 11. PRECEDENCE: In the event that the different parts of this Agreement are conflicting, the written documents forming part of this Agreement will prevail in the following order: (i) this Agreement; (ii) the Scope of Work; and (iii) any other written documentation attached hereto. 12. NOTICES: All official notices will be in writing and made by overnight mail or certified mail, addressed to the other party at its address set forth in the opening header of this Agreement or at such other address as the other party may have designated in writing. 13. ASSIGNMENT: Neither party will assign this Agreement without the other party's prior written consent, which will not be unreasonably withheld. However, upon 30 days' prior written notice to the other party, either party may assign this Agreement at any time to any of its affiliates, subsidiaries or successors. 14. LAW & JURISDICTION: (a) This Agreement will be governed by the law of the State in which the applicable Services are performed. The parties hereby submit to the jurisdiction of the courts of such State. All terms in this Agreement are only intended to apply to the maximum extent permitted by applicable law. (b) The Equal Opportunity requirements of 41 CFR §§ 60-1.4, 60-300.5(a) and 60-741.5(a) are incorporated in this Agreement. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require Company to take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. 15. ENTIRE AGREEMENT: This Agreement, and anything attached to or incorporated into it, constitutes the entire agreement between the parties. Any representations, promises or agreements not embodied in this Agreement will not be enforceable. No Client contracts, purchase orders, work orders, or similar documents, regardless of when dated, will modify this Agreement. All changes to this Agreement will only be binding on a party if approved in writing by an authorized representative of that party. Client: Tukwila Municipal Court By: 11f owas Atdycf Thomas MCLeod Name: Title: Mayor Securitas/JSecurity Services USA, Inc. By: Name: MichaelWashbourne 20 Dee 2024 Title: Area Vice President CLIENT'S ATTENTION IS DIRECTED TO SECTION 5— LIABILITY LIMITATION: INDEMNIFICATION SSA - (7/17) Page 3 of 3 C 2017 Securitas Security Services USA, *-a) SECURITY SERVICES AGREEMENT ("Agree merit") Between Company and Client (as defined below) Eflective Date� Janna !y 1, 2023 Company: Securitas Security rvices USA, Inc. Street: 17930 International BIvd Suite 550 (,ity, State, Zip: S @ Contact Narrie,MtleJesus Oro, . .......... . . .. E-inad Address jg§tLs-p_ft?�e� �rop ap_�ritasjnc,corri _ _ . ... . ......... l-'rione J4 5L' Fax: 1.7��J,,?2e2-8497 23-060 Council Approval 12/12/22 Client: Tukwila Municipal Court Street 15005"ltjkwilalifittirria�tionallB� vd- ........ ......... ... ..... Dry, State, Zup� j_ukwrLi ............................... Contact NarneMtleLaTr�cla Kin1low / Court Adrninr sfiratcr E-rnaill Address: Phone, 22§1 . . .......... pax. For services ("Services") provided by Company, Client will pay the Service Fee, PIUS a1H appficaWe (ir) s,,ik,,s, cruse arid sinWar taxes, (d) interest, int (iii) penalties Seivice,s are as speafied (rl in any agreed-upon post orders or scope of work (coflectivOy, Scope 'p 'Work,"), and (h) below. I DFFINI'M,'.)NS*Ccrnpwq FL�.j uiprnerit` rneans aH equdpnient, tmgs, docurnents, materials, software, appfica,Wns, systems, processes etc provided, 41'.-Mfled, developed or used by Cottipany in connection Mffi the Server, es Contraclors" rneans oorlracIors, subconrractors and/or verldors; 'In wrrfing' or wNten docunierit" weans any written core" nnumIcation that has been signed Iby an atAfhorrzed represwVW�ve of tire parry, unc4drng, willmut hrnRatron, printed documents, facsurflies, e rnails and otne'r el("C',f1ronic rneans of con imunrcation; 'Loss," rneans an SLPtSr olalrnS, iosses, darnages and expenv-�s hnirluduig, wifficrut hrrinabon, prnarties, fines, dnvestrgiafivp Costs, reasonable aftorneysfbes and costs of suit) arising frwri alt events or r;rrcLjrns1Anr;es rented to or in connectwon with the sarira generrai corl6fiwl, "Rernote GUarding" tneans, guarding and related swvirres (incruding, without fimitaIion, burglarhntriAsOn alarni mon0ohr",j) condiucted fries a reniote location using ekXtf011iC Se(Mrrty equiprnent (includlna, without lirriftation, video and voice COM11ILRUCafirm equiprneril), 'Servwp Fee" c*fle(,.,,tjvely rriear% the rates for VaMfionaV guarding or Ihie lnlegrated Guarding Fee, as appropriateite" means air prenvses where Serrvjces are performed under this Aqreernent 2 PAYMEN I , (a) Invoices are payable, wilhout any Wolf, to ffie renuttance address on the inved ce. p raditionai guardirug invoices are payaNe 30 days from the end of serAce pwiod� integrated guarding rnvuirces are payable in advance. Chent's failiare to pay any arnount, wheri due will tae a rnate-nal brearJi by Client, A rate charge of 1,5% ipear nionith will be adideld to halances not paled when due. Cheat must notify Company in writing of any dispute regarding II)e arnount On: n uivoice on w before payment is due�„ otherwise arl disputes wM be duemeid warved, Gfient wM Nmr a111 (.,asts associaled with Corripany receiving paynients due for Serwices rondere,d under this Agreement, If Company most instiTute sunt or, collection services to cofleCt WTIOLWOS owed Io Crrur�pariy, Dient wilk pay Cornpany's aitorneys' fees ancl other costs of su6t or coftection SSA- (7/17) Page 9 of 3 C,, 2017 'Seruritas Security leo woes USA, InC (h) III lh�,e event of paynient delay, Cornparfy nray si,mperid the perforniancfi of Services ufmn 10 days' prkx written frolic'e, suspensron will PICA pc,0ease Clfcrrt froni any of its oblkgriflOns finder this Agreerifunt in (,aso 0 11forf paymi-Ail bamNtl on Client ircpwirly prolAenis, C0nn)aTrY May COndfil0�1 GMIAnUed peifomiance on innniedi,ate rash payment for Services rendered (rivorceill ar rrot) of to be rendered (c) Rates for traddronai guarding do not include coverage ffor lalmt disputes, uvd dsoirder, nalefinai d&fisilcrr, or sinOlw emengency m1tialiclins Aiso, the prenriurn (0 F) ratc,,,is will arq'qily to the following: all Woik, aocordng to applicable laws and wgulaficins, extended shilfts or hours, pedoirried at the request cif Client, addifionat petsunind or liours requesied by Client with less than 72 InAKSlWlVru, but 011ly [Offhe fir sl 72, hours-, addifional persomfei or hour,,,, requested by (,hent far sirebat occa'skors of temporary or short durations; arid work on New Year's Day, rilarfirf 1, rrffirai King Day, Piesulenis' Day MerimrW tDay, fridependenoo 1)ay, Latirri Day, fltaeiksgiving Day, ffie I nday After -Thanksgiving, and Christmas Day, (d) Cmrrpany may rMsv. the Service Fee upon 10 days' prior wirrileiri notice k) acctauntfor any irv.,reases in (r) herAir care, benefit, or insurance costs, (r) labor or fuemli costs, (rip) costs arising from changes to laws, regulalfons, or insurance. preriniuffris, (I')) SW or sffriflar iavm, fy) Crmhzwlors ants, of ivf) any orthc r taxes, fees, crosis or chairyes relaipri to the 1,)'ervices, 3 TEF'W & I ERMINA1 l0N, 0liis Agireeawnt will cornrnerrce upon the Effi,""Cfivr, E'rate and cxintirirre Unlrl lermfinated by either party any Servlces provlded before the Effective Date we subject to this Agreement. Either party may lei rninale ltii5 Agirf:ernent at any nuie, wiftut causas or penaity, upon 30 days' j,'mor written notice to the other party. Hirer party 'nay ,flso lerminate this Agreement for good cause upon 5 days' p0or widen ricifice to area other parry "Good cakisr,," for C'wiipany witt iriclude, withirnif irflitatbin, the following (if terry iriaterial or pemstent rninor breach by Client of this Agreeinent; (k) canceilrition of or rnater,W changf,a to any of C.ornpany's insurance coverage relevant to this ArIreernerit, gfin) a chanqr,- in applirrohle faws ur regirl afions INat has a material effect on, of catmes as materrat change to, area Services(iv) Finy act m, omissbri; of Client vrNch, in CoPopany's reasonatrIe oprniiun, brings oi may bhng Gioniparry's, busiiness sur relsotation Inn) disrepute, of (v) Chenl or ti -w Services becorMng subject to room: tnoc or trade sanirtOns Client wflf be responsible for payrneW for alt Services ienderp,,A through the lennination date, if C'Iient ternunMes flus Agreement for arry reason, Clierif wffl pary for my imarfrortized costs rell,ated 1c) any Company Equipririent 4 SCOPE OF SERF VICIES 'PERSONNEL: (a) Company will ardy provkile Senik,,,,es specified in this AgwenreM of thc,, Scope of rNork, which is fincorporated into lhis Aigreeriferl: Company Wit not be obligated to perform, Irld will bear no resporisibility for, any Servrc.es or di,riiei,� t)crtiornied are not expressly speofied in this Agreement Corripany does not accept overall responsibility far sccunly at the Site, and Cornparry is not engaged as as securityconsullant, Company rilay use Conlradoirs to provide some or all of the Services (b) Company is not sellurig or leasing any Company EqU'iprrient, which will always be properly of Comparty rad its GonVactors, ('.onfp,my us not marisfeaing any intellectual properly rights in any Company Fqwpirierit, such nghts will remain solely wilh Company or its Coritractors, Company wild be provided with reasonable finie and access, it) reirnovc Cornpany Equipment upon terinination of this Agreement, alt rights tguairued to Client to use or access any Company Equilxnent end upon terPrifinatmn of this Agreernent. ic) CLorripany isi an Prideperidc',wil contractor, arid nothing in (Ns Agreememll creates a partnership of relationship mof principaVagent of erntfloyerlernployee Personnel providing the W-:01npany or, its Clontractois changes in such personnel for iawfui reasons, CkEml wilt be scilely iesponsrtiha for, and will defend and rdenrinify ('Anripany against, any toss arising frorn such changes, (dg ff Chefil employs, directly or Indirectly, any Company f,,irriptayee forirmerly assigned to the Site wilhfn one yeaP front the Bast date on which the,, Corrrp,Ainy employee was employed by Company, Client wili relinburse Conipany $2,500 pr',,r Cornp,riny erq)IC)yee for cosis nc.,,hatcW to recanting screening, training, oc (e) It Services include Remote Guarding, (r) ineither Company "or its Contractors will be respiurrsible for rainy inknruplion or lailLue of power (if) neither C'urnpany nor its Contnadors will be responsible for any faulty, failed, interrupted, c1rcurrivented, or compromised data tranwnissions(ilii Ciiefft is responsible for the design. invaHaficr,i, repau and nfainlenarice of its own mordtoring equipmeW and systems ("Monitoring System',i(y) Coirnpainy may, without penailly, Tnodify, terminale or suspend Remote Guaiding, shot down Clients Monitoring System, lock Cherg's panel, or render any moniloring ciqwpinent incapable of sendrng signals (1) if pernfilted, requested, or rWILfired to do so by any governinentai aulhority, standards setting entity, or finguranne rntereSir or (2) in Cwirpmiy's reasonable discrelion: (v) Client is responsible for (1) providing and maintainuirg adequate lighting lor all video equipment, and (2) ensurinc,0 Client's personnel and Monitoring Systern cornply with all laws ap plicabie to the use of vdeo equipment, (0) any Rcafnate (Aiaftfing faill'ife will nil release r aliitrit tPorn ils obligations to pay any fees for Services, and (0i) any software, hardware, firfnwuca, shareware, codes, rnformation aad cele' curnernation ("'IlImprelafy InfoirriuMion') as,,,c)(Jaled with Heinfite Guarding Are, and will remain, the property of Company or its Connaclors, as applicable, and any developments to the Proprietary Information wW be the nlell!OdUai PrO;2ertY 01 Company or its Contraciois, as aplighcabile. FurilhiN, (.Cfient, ion behalf of Rself, its eraployees agwils and guests granls consent to Corripany and ids Contracti)ts to (ip iiderrcept, record, retrieve, review, copy, disclose and use V"fe contents of all lrarfsmiss¢oris recewed as pa0 sof F,ernoW GuarMnrj, and (d) reloesent thernselves as a secunly agent of fluent arid nolily flovefrinfent agendes of suspicbus cir stf9pecied criminal activilies W the Site 5. LIABILITY LIMITATION; INDEMNIFICATIOW (a) The Service Fee is based upon the value cuff Services provided, riot the value of the interests o,r property protected. Accordingly, Company makes no representation or warranty, express or implied, that the Services will produce a result or prevent any loss or damage. Client agrees that the limitations of liability and Client's defenselindemnity obligations in Sections 5(c) -5(h) apply regardless of whether the Loss is alleged to arise, directly or indirectly, in whole or in part, from the negligence (active or, passive) or misconduct of Company, its employees or agents, including that related to the hiring, training, supervision or retention of Company's employees or agents, and Sections 6(c) -5(h ) apply in favor of Company's Contractors. (b) Compwiry will defend and indemnify Client against' any Loss arising firorni the Services orally to the extent the Loss is caused by the negligence of Company, its employees or agents white acting within, the scope of their duties and auffiority. Client will defend and indemnify Comparry against any Loss in connection with this Agreement only to the extent the Loss, is caused by the negligence of Client, its employees or agents. (c) Notwithstanding Section 5(b), in no event will the total liability of Company and its insurers for any Loss exceed $2,500, (d) Notwithstanding Section 5(b), Client will defend and indernnify Company against any Loss to the extent the Loss exceeds $2,500. (e) Notwithstanding anything to the contrary in this: Agreement, in no event will Company or its insurers be liable for any (i) environmental L oss, (H) punitive, special, exemplary, liquidated, indirect, or consequential Loss (including, without finritation, loss of profits or business), (iii) violent or armed action, or hi -jacking, (iv) L ass arising frarn any remote or on-site cyber activity or event, (v) injuries or deaths arising Froin any conditions of the Site, or (vi) Loss arising from or related to any circumstance beyond Company's reasonable control (including, without limitation, any failure on the part of Company's Contractors, any act of God or war, etc.), (f) Notwiths tanding anything to the contrary in this Agreement, in connection with the US Safety Act, each party waives all claims against the other party for damages arising from or related to an act of terrorism, the parties intend for this waiver to flow down to their respective Contractors. (g) Notwithstanding anything to the contrary in this Agreement, if Company employees operate any vehicle other than one supplied by Cornpany, Client will maintain insurance for the vehicle, Client's insurance will be primary, and Client will defend and indernnify Company against any, Loss arising out of Company's use of the vehicle. (h) Notwithstanding anything to the contrary in this Agreement, in no event will Company be responsible for any theft or other loss citproperly (including, without limlita tio,n, electronic data) not direcil attributable to proven, security officer thefts, In the, event of allegation of security officer thefts, Client waives alt right of recovery unless Company is notified of the allegations within 10 days, Client fully cooperates with Company in the investigation of the facts, Client presses: formal charges, arid a conviction is obtained,, however, if all the foregoing Conditions are satisfied, all applicable thnitabonS of liability in this Agree men I still apply. (I) Writtem notice of any Loss arising out of or relating to this Agreement imust be received by Company within 30 days following the date of the occurrence giving rise to such Loss, No action to recover any Loss will be instituted or maintained against Company unless such notice is received by Company. No action to recover any Loss will be instituted or malritained against Company unless the action is instituted no later than 12 months following the date of the occurrence from, which the Loss arises, (j) Services are only for the benefit of Cflentg neither this Agreenrient nor any Services confer rights on any other party, as a third -party beneficiary. 6 lNSURANCE l will maintain insurance to prolect Chern against loss ix daniage, to the, Site, Chent, S bUSMOSS and prrrrx.rty, and eat ers' property on the Site Cherrit (on behalf of itself and its irisun',,(s) waives alp rights of subm,gationi against C;ofqmny, its Contractors, arrd ffiefr respedwe ePriployeers, agertIs and frisurers, If Cornpainy provides any incur anice, coverage, (adddifo nal insurer l or otimimise) 1bf Cheml or any others, such iris urarice coverage will only caver Client and the olhers for fialbitily specifically assimied by Company in this; Agreernerit As secudly for Cherit's defense and inderrinity rablig,flions, 0 this Agreement, Chent will name Company as an addifionM insured Linder Client's relevant fisuranice pofimoas, and Client wfH provde C,orripany with a cerfifrr,,,-,ne of ursurance evkJwfr,,inr,4 siwh coverage i1pon r(hluest SSA - (7)'g 7) Page 2 of 3 2017 Securilas Security Servrces LiSA finc 7, FORCE MAJIEUIRE: The following circumstances will be considered as, grounds for retief if they delay or impede the performance of this, Agreement any circumstance beyond the reasonable control of a party such as fire,, war, mobilization or military call up of a comparable scope, requiston, seizure, currency restriclions, insurrection and civil commotion, hi-j,ackinig or an act of terrorism, shortage of transport, general shortage of niaterials or personnel, industrial disputes and defects or delays in deliveries by, Contractors caused by any such circumstance as referred to m this Section, "'l "Ewe party desirtrig relief under this Section will Inform the other party by written notice wilhoLA delay on the occurrence and an the cessallon, of such cir"imstance. If g rounds for relief prevent Client from fulfillirrig its obligations, Client will reimburse Company for costs Incurred In securing and prolecting the Site, client will also reirnburse Company for costs incurred for personnel, Contractors and equipment which, with the consent of Client, are held in readiliness to resume the Services 8. CLIENT'S COMMITMENT: Client represents it (i) is not, and will not be during the terror of this Agreement, subject to economic or trade sanctions, and, (ii) will at alll times cooperate with Company to allow Company to provide the Services under the best possible conditions; Such cooperation includes, without firnitation, Client providing (i) a safe, healthy working environment for Company personnel in accordance with applicable laws and regulations, (h) all! relevant information, access and assistance that Cornpany reasonably requires to perform the Services without interruption, including, without liniftation, suitable office space and utifilies, and (ifl), prompt notice of anything that may affect Company's safety, risk or obligations under this Agreement or which may lead to an increase. in Company's costs of providing the S�e�rvices, Any breach of thls representation will be a material I by Client, 9, DATA• To try to improve Company's service offerings, Company requires the use of data and information collected by or for Company or Client in the omirso of the provision of the Services. Accordingly, intellectualproperty rights, database rights, and all other nights im any such data or Jnformation will belong to Gunipany, 10. SEVERABILITYu Ilf any provision of this Agreernent is held to be unenforreable, it w0l: be moddied to be enforceable to the maximum extent permitted under applicable fawall other terms will remain in full force, if the unenforceable provision cannot be st) modified, it wilt be excluded from this, Agreement; alli other terms of this Agreement will remain in full force, I t. PRECEDI In the event that the different parts of this Agreement are conflicting, the written documents forming part of this Agreement will prevail ins the following order: (i) this Agreement; (Ji) the Scope of Work; and (iii) any other written documentation attached hereto, 12, NOTICES: All official notices will be in writing and made by overnight mad or certified mail, addressed to the other party at its address set forth in the opening header of this Agreement or at such other address as the other party rnay have designated In, writing. 13. ASSIGNMENT- Neither party will assign this Agreement without the other party's prior written consent, which will not be unreasonabty, withheld. However, upon 30 days' prior written notice to the other party, either party may assign Mis Agreement at any time to any of its affiliates, subsidiaries or successors. 14. LAW & JURISDICTION: (a) This Agreement will be governed by the law of the State in which the applicable Services are performed The parties hereby submit to the jurisdiction of the courts of such State. All terms in this Agreement are only intended to apply to the maximum extent permitted by applicable law. (b) The Equal Opportunity requirements of 41 CFR §§ 60-1.4, 6,0-300.6(a) and 60-741.5(a) are incorporated in this Agreement These regulations prohibit discrimination against qualified Individuals based! on their status as protected veterans or Individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender Identity or national origin. Moreover, these regulations require, Company to take affirmative action: to employ and advance In employment Individuals without regard to race, color, religion, sex, sexual orientation, gender Identity, national origin, protected veteran status or disability, 15, ENTIRE AGREEMENT: This Agreement and anything attached to or incorporated into it, constitutes the entire agreement between the parties, Any representations, promises or agreements not embodied in this Agreement will not be enforceable No Client contracts, purchase orders, work orders, or similar documents,regardless of when dated, will modify this, Agreement All changes to this Agreement will oWy be binding on: a party if approved in writing by an authorized representative of that party, Client: CITY OF TUKWILA FOR TUl ILA MUNICIPAL COUIIRT -2023 Secul rity rvices USA, Inc. ................... .................... .................. eam,ess -05 Z om 04 'LK' By, V1/1/2 By. .................................... 0662437 19, 41 7 b- 45889,06 - Name: ALL M"N L—KBI Name. Richard G r Title: MAY Title, AlRea Viice Pre dent CLIENT'S ATTENTION IS DIRECTED TO SECTION 5— L/ABILIrY LIMITA TtC7NWtJNDEMNIFICATION 4-0H11 7- 4211 6141 111021 - Office of the City Attorney SSA - (7/17) Page 3 of 3 Q 2017 Secuirilas, Security Services USA, Inc