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HomeMy WebLinkAboutAgreements/Contracts - FairgroundsGRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: Fairgrounds REQUEST SUBMITTED BY:Jim McKiernan CONTACT PERSON ATTENDING ROUNDTABLE: Jim McKiernan CONFIDENTIAL INFORMATION: OYES *NO Dare: 3/3/25 PHONE:509-237-2672 IN gril Mi ®Agreement / contract EJAP Vouchers DAppointment / ReappointMimi ment ©ARPA Related ❑Bids / RFPs / Quotes Award EBid Opening Scheduled []Boards / Committees ElBudget OComputer Related E County Code DEmergency Purchase ❑Employee Rel. F] Facilities Related 0 Financial ❑ Funds 0 Hearing Cl Invoices / Purchase Orders ElGrants — Fed/State/County 0 Leases 0 MOA / MOU E Minutes ClOrdinances []Out of State Travel ❑ Petty Cash ] Policies 13 Proclamations El Request for Purchase 1:1 Resolution ] Recommendation O Professional Serv/consultant O Support Letter ❑ Surplus Req. ❑Tax Levies ElThank You's DTax Title Property OWSLCB F AG_ENDA.. ' ' `�+ ,w ii 'When � +r ir Security contract If necessary, was this document reviewed by accounting? 0 YES ❑ NO W N/A If Necessary, was this document reviewed by legal? FoR YES 0 NO ] N/A DATE OF ACTION: 3 i S 2v— APPROVE: DENIED ABSTAIN D1: 1(ko D2: D3: DEFERRED OR CONTINUED TO: WITHDRAWN: RECEIVED MAR 0 4 2025 4(23/24 GRANT COl1NTY COMMISSIONERS AGREEMENT TO PROVIDE SECURITY SEtVICES BY Seattle's Finest Security & Traffic Control, LLC THIS AGREEMENT is entered into on the date of execution by the Parties to this Agreement, Seattle's Finest Security & Traffic Control, LLC (herein "SF") a limited liability company performing security services, with a place of business at PO Box'2.09 West Glacier. MT 59936 and Ln Grant County Fair and Fairgrounds (herein "GCFF"),, with a place of business at 3953 Airway Drive NE, Moses Lake, WA 98837. The parties mutually agree as follows: ARTICLE 1: SERVICES ,S ee 1.01.- 5emyices: SF myrees to provide uniformed security services to GCFF for the referenced event. GCFF hereby engages SF to perform security services for the term of this Agreement in accordance with the terms and conditions set forth in the attached Schedule A. If GCFF requests SF to provide additional Services and SF agrees to do so, then the parties will 4. attach additional SOWs to this Agreement titled in consecutive fashion (e.g. SOW 1, SOW 3, SOW 4,, etc.). All services performed by SF in accordance with this ALreement will hereinafter be 2-1 referred to as "Services." The parties may change any Services to be performed under a particular SOW by giving SF ten (10) days advance written notice of the change. Services include, but are not limited to uniformed officers, carrying weapons as deemed necessary by the event, authorized to contact and detain persons on the ground as directed by the Sheriff's office. W, ARTICLE 2: COMPENSATION ''ection 2. 01: Co ensation Mn ,pense: GCFF will pay SF for the Services as fol set forth in the attached Exhibit A. plus actual, documented expenses that are incurred bV SF in connection with the performance of the Services. All amounts properly payable to SF hereunder will be paid within fifteen (15) days after receipt by GCFF of an invoice from SF (Net 15). All Such invoices will identify the Services performed the number of hours worked by date (if applicable), and itemized expenses incurred by SF (if applicable). SF will furnish receipts and other documentation of all expenses for which reimbursement is sought. SF will submit all such invoices and requests for reimbursement within 14 days after the date the Services were performed and/or on which the Seattle's Finest Security & Traffic Control, LLC Services Agreement I Page 1 of 10 expense was incurred. The rates listed under Schedule A are valid for 12 months from the date of execution of this contract. ARTICLE 3*4 CHANGES AlD EXPANSION AUTO RJTY Beckon 3.01: Additional or Ex-vand—ed, Services: No modification of this Agreement shall be effective unless in writing and signed by the parties to this Agreement. Changes to any of the terms and conditions under this Agreement will be via an amendment to the original Agreement. ARTICLE 490 TERM Section 4.01:Term: This Agreement will commence oin the date of last signature, and is for an initial term ofone (i) year, with unlimited additional one (i) year extensions by mutual agreement, ARTICLE 5: TERMINATION CLAUSE Section 5. 01:Zermination: Except as otherwise provided in Schedule A, either party may terminate this Agreement by providing written notice of such termination to the other party, subject to the following conditions: Sion cc 5.02: TerminatLon... by GQF .F o r SF: GCFF and SF shall have the right to tenninate this P I(30)t* Agreement upon thirty day written notice to the other party. Termination will not occur iin 11 receipt of final payment by SPA ARTICLE 6: WARRANTY CLAUSE Section 6.01: parr., ,anN; SF shall implement reasonable procedures in accordance with security best practices, and shall conduct themselves in good faith and in a protssional marmora Other than as provided in this contract, SF shall not be liable to GCFF for any damages, nor does SF warrant the functionality, performance, suitability, safety, capability, usability, or opembility of any of the Services rendered. ARTICLE 7*6 CONFIDENTIALITY CLAUSE Section 7. 01: P V 4 .roDriet9a Informatiom, "PrOprietary Information" means any information, concepts or ideas, and all metnifestatlons thereof, (i) concerning or related to the SFS Business Model or the nature of the Services or result thereof, (H) conceming or related to GCFF or its Seattle's Finest Security &Traffic Control, LLC Services Agreement I Page 2 of 10 business or prospective business that is made available to SF in connection with SF's performance of the Services (including without limitation any information, trade secrets, manufacturing processes, research developments, inventions, or engineering concepts concerning the design, development, or manufacture of new or cx1sting products of GCFF, GCFP's present or proposed marketing techniques, plans, approaches, or customer list, or CCUs financial status, records, or reports) which GCFF has not made generally available or known to the public, and (iii) any information which SF is required, contractually or otherwise, not to disclose. Any documentation intended to fall within this protection shall bear appropriate, markers in this regard, which may j a nclude the following "Confidential", "Proprietwy Information" or similar markers. Section 7,02: Confidentialb, Each party will maintain in confidence any Proprietary Information, Neither party will disclose any confidential information to any third party, nor will use any confidential information for any purpose other than performance of the Services, without prior written permission, except as required by law. The parties will take all reasonable precautions to let e a safeguard the confidentiality of the Proprietary Information and will refrain from copying r otherwise reproducing in any manner, in whole or in part, any of the Proprietary lnfo=ation, except as authorized in writing. Each party will disclose the Proprietary Information only to employees who have a need to know such information in n order to carry out the work. each employee is required to maintain confidential" I confidentiality and will USQ his or her- best efforts to ensure that these obligations are observed. If any person breaches these obligations, the breaching paq will immediately disclose such breach and take act -on to remedy the breach. All Proprietary Information will be the sole and exclusive property of each party. Confidentiality obligations under this Section will survive the termination of this Agreement. Release of information as required by Washington State Public Records Act, RCW 42.56, will not constitute a Violation of this section. ARTICLE 840 NON -COMPETE AND NO DISPARAGEMENT Section 8.02: No Dhel: GCFF agrees that it wili not knowingly commit libel against SF; that it will not knowingly spread false information about the company that results in actual damage to the company, and/or its reputation. Soattle"s Finest Secu rky &Traffic Control, LLC Services Agreement I page 3ofjo ARTICLE 9-, INDEPENDENT CONTRACTOR Section 9,01.- Inde 01 es will be that of pendent Contractor: The relationship between the parties independent contractor and principal, This Agreement will not be construed, and the parties will not in any way represent, that there is any other relationship between the parties, including without litnitation that of employer and employee. SF will be responsible for all withholdings, including payment of all federal and state taxes, workers' compensation, insurance, and other benefits, charges, or assessments arising from SF's performance of work as an independent contractor. SF is an agent of, and is authorized to act on behalf of, GCFF, As an independent contractor, SF is responsible for the control and supervision of the means by which the Services are performed. ARTICLE 10: INSURANCEANDEMNITY Section 10, OP Insurance: Unless specified otherwise, the following is in effect. SF shall maintain at its own expense and at all times during the term of this Agrvcmiamt, the following insurance with limits of liability consistent with those generally carried by similarly situated enterprise: I. Minimum Coverages and Limits of Liability. SF shall at all times during the term of this Agreement, maintain continuously, at its own expense, minimum insuranee coverages and limits of liability as specified below: a. Commercial General Liability (1) insurance, including; 9" Premises/Operations PrOducis/Completed Operations Personal/.Advertising Injury Contractual do Independent Contractors - Stop gap/Employers Liability 40 b. With minimum limits of liability of $1,000,000 each =,urrenoo combined single limit bodily 'Injury and property damage ("CK"), except: $ 1 POW Personal/Adverd sing injury $1,000,000 each accident/disease/employee Stop Gap/Employer's Liability Seattldl Finest Security& Traffic Controi, LLC Services Agreement I Page 4oflO c. Automobile Liability insurance, including coverage for owned, non -owned, leased or hired vehicles with a minimum limit of liability of $1,000,000 CSL. d, Worker's Compensation for industrial injury to Contractor's employees in accordance with the provisions of Title 51 of the Revised Code of Washington, e. A $10,000,000 excess liability (umbrella) policy. 2. No Limitation of Liability, The limits of liability specified herein in subparagrapb I.A. are minimum limits of liability only and shall not be deemed to limit the liability of SF or any SF insurer except as respects to the stated limit of liability of each policy. 3. Minimurn Security Requirement. All insurers must be rated A- V11 or higher in the current A.M. Best's Key Rating Guide and licensed to do business in the State of Washington untess coverage is issued as surplus lines by a Washington Surplus lines broker. 4. Additional insured, SF shall have all policies, including underlying and umbrella policies, endorsed to name GCFF as an Additional Insured with respect for all work to be provided by SF to GCFF, inclusive of GCFF Directors, Officers and employees. Such SF pot'le'les shall not contain exclusions for intentional conduct or for property damage. Section 10,02: Indemnification., To the extent permitted by law, SF shall protect, defend, indemnify and hold GCFF harmless from and against all claims, demands, costs, actions and causes of actions, flabilities, fines, Penalties, judgments, expenses and attomey fees, resulting from the injury or death of any person or the damage to or destruction of property, ar*s* I Ing out of the work performed under this Agreement, or SF's violation of any law, ordinance or regulation, contract provision or term., or condition of regulatory authorization or permit, except for darnages resulting from the negligence of GCFR SP does rot waivc anY immunitY it may have under RCW Title 51 or any other Worker's Compensation statute. To the extent permitted by law, GCFF shall protect, defend, indemnify and hold SF harmless from and against all claims, demands, costs, actions and causes of actions, liabilities, fines, penalties, judgrnentsg expenses and attorney fees, resulting from the ini - ury or death of any Person or the damage to or destruction of property, arising out of actions taken by GCFF1 its Board Members, Officers, and Residents; or GCFPs violation of any law, ordinance or regulation, contract Seattle's Flnest Secudty & Traff it Control, LLC Sovices Agreement I Page 5 of 10 ,* V. provision or term, or condition of regulatory authorization or permit, except for damages resulting from the negligence of F. ARTICLE I I: REMEDIES Section 11.01: Remedies: The parties recognize that any violation of this Agreement may cause It irreparable injury. In seeking enforcement of the obligations under this Agreement, the parties wI11 be entitled din addition to any other remedies that may be avail able) to other extraordinary relief, including without limitation temporary, proliminary or pormanent injunctions, ftnd other equitable relief to prevent or restrain any breach of this Agreement, without the necessity of P08fing a bond or security, which is expressly waived by the parties. ARTICLE 12#0 SCOPE OF AGREEMENT AND INTEGRATION 6 Section 12.01: Scoe„Of Aereemgnt: This Agreement supersedes all previous understand" lngs arrangements and agreemonts, written or oral, between the pastes with respect to the specific subject matter hereof. This Agreement may only be amended or waived upon the written consent of the party to be bound thereby. No delay or omission in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent on any one occasion will not be construed as a bar to or waiver of any right on any other occasion, 9 ARTICLE 13# GOVERNING LAW Section 13.01.41 Qovembg-Law: This Agreement will be governed by and construed in accordance with the laws of the State of Washington& ARTICLE 14s., VENUE/JURISDICTION qk Section 14.01:.YenuL1JuKsdicfion: Any action arising out of this Agreement may be brought in the Federal or State courts located in the State of Washington, and both parties hereby consent to the personal Jurisdiction of such courts in connection with any such proceeding, ARTICLE 15* SEVERABILITY Seattle's Finest Securlty Vraffic Control, LLC ServIces Aereement I Pap 6 Df 10 Section 15. 01: SeverabilitE: If any provision of this Agreement is void, invalid, or -unenforceable, then such Provision will not fail in its entirety, but will continue in force and effect for the maximum term and scope necessary to protect the interests of the parties within the permissible limits of the to-vy. ARTICLE 16: ATTORNEY'S FEES Section 1601 . 4P 4ttoLnev's Fees., In the event of a dispute between the parties resulting in litigation with respect to this Agreement or any Services provided under this Agreement, the substantially prevailing party as determined by the court will be entitled to a judgment for its costs, including reasonable attorney fees, in an amount to be determined by the court, and on any appeal or arbitration. ARTICLE 17: NOTICES Section 17. 01: Notices: All notices or reports pennitted or required under this Agreement will be in wr iting and dclivcred by personal delivery, facsimile transmission or by cellified or registered mail, return receipt requested, and will be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices will be sent to the signatory of this Agreement at the address set forth at the beginning of this Agreement or such other address as either party may specify in writing. If the notice is to SF, a copy will also be sent to its legal counsel, ARTICLE 184: WAIVER Section 18.01: Wai :---No delay or omission on the part of either party to this Agreement in requiring performance by the other puty or in exercising any right heieunder will operate as a waiver of any provision hereof or of any right or rights hereunder. Any waiver, omission or delay in requiring performance or exercising any right hereunder on any one occasion will not be construed as a bar to or waiver of sueb performance or right, or of any right or reniedy under this Agreement, on any future occasion. ARTICLE 19,4% READINGS Seeflon 19. 01 - The headings and titles of the provisions of this Agreement are in for convenience only and will not affect the construction or 'Interpretation of any provision. Seattle's Finest Security & Traffic Cam troll LLC ServIces AgreeMeAt I Page 7 of 10 ARTICLE 20; REPRESENTATION BY COUNSEL Section 20.01 Remantation by,Counsel: Each party hereby acknowledges that it has read this Agreement, has had an opportunity to consult with its own legal advisers, if so desired, and agrees to all its terms and conditions. [N WITNESS WHEREOF, each party has entered into this Agreement, through its duly authorized representative, as of the Effective Date, Seattle's Finest Security & Traffic Control GCFF Title: Kevin Burgess, Commissioner Date: Date: 3 / (b /U Z4-- Seattle's Finest Security & Traffic Control, LLC Services Agreement f Page 8 of 10 SCHEDULE A Security Proposal for GCFF Seattle's Finest Security & Traffic Control, LLC President: Raleiuh Evans Mobile phone: (253)2225-1056 E-mail: rievanse ' �i_ sea finest.cono Website-, xiivv ky.seta nest.con Mr. Jim McKiernan Jim, January 23), 2025 .0 Thank you for reaching out, and for dour CPf interest in Seattle's Finest providincy securitNir for the 2025 Grant County Fair. This is an official proposal, with the current rates and terms to provide Off Duty and Retired Law Enforcement Officers, for general securttv during the fair. Seattle*s Finest has been in business for over 12 years, and has extensive experience in providing Off - Duty and Retired Police Officers for securitv, traffic control, executive protection, etc., and Licensed Afo rmed and Unarmed Security Guards r all hypes of general security. Wc have provided over 2.500,000 hours of security services since we have been in business, and have handled some of the largest 'and most demanding jobs during that time. Seattle's Finest operates as an employer, with all Officers on our payroll as emplovees, and covered by W_, -Y Yrejzate L&I. Employment Securit�y,, and an $111.000.000 Per Occurrence/ $12-000,000 Gene"ral Aeg Commercial Liability Insurance poli %-. 4.� G.W IV ICY. V Our rates are inCILISive and cover the Officer"s pav and all overhead costs. Our rates are as follows.. Wo Rates and Terms: Off-Dutv / Retired officer SecuritN Our rates are incILISiVe and cover the Officer's pay and all overhead costs. Our 2025 rates are as follows: 9 Straight Rate: $104.00 per hour up to 8 total hours, for all days except holidays. 0 Holiday overtime Last Minute Rate (Less than .2-4-hour notice): $156.00 per hour. 0 Cancellations require 24-hour notice; otherwise, a 4-hour minimum y'shOW-Up applies at that das standard rate. of f Seattle's Finest Security & Traffic Control, LLC services Agreement I Page 9 of 10 - - ------- - -- ---------- ------- ------ - ---- - Holidays There are 11 holidays that require holiday pay. This is based on the paid holidays recognized by the V - largest Law Enforcement Agencies in Washington State. The holidays are: Z� New Year's Eve New Year's Dart Martin Luther King Jr. Day Presidents Day Memorial Day Independence Day / 4" of July Labor Day' Veteran's Dav W Thanksgiving Day r Day following Thanksgiving Day Christmas Day, We will bill upon completion of the Fairand payment is due upon receipt. Payment is expected within 15 business days or a I% late fee per month will be applied. f am always available to you at the number below, and we look forward to the opportunity to serve you. Sincerely, Raleigh J Evans President Direct: 25-3-225-1056 Web: vvw,,.seafmest.com SEATTLE'FS FINEST SECURiTY & TRAFFIC CONTROL PNW'S FINEST Seattle's Finest Security & Traffic Control, LLC Services Agreement I Page lid of 10 Form W009 Request for Taxpayer Olve form to the (Rev. March 2024) Identification Number and Certification requester. Do not Department of the Traasury I oGnd to the IRS. Internal 8avenuo BRVIC6 GO tO WWW,1M91PV/FQPMM for instructions and the Istout information. Before you begin. -For guldanoe related io-'ike PuMose o' Form W-9, see Purposip of Fonn, below. I Name oaf entKyAndividual. An entry is required, (FOF 4 $010 PWPOWOrordis"arded untity, enior the owner's name on Ifne 1, enter the business/dlerec entlys name on firm 2J ogrded Seattfo% FilloSt SequirIN & Traffig Control, LLC ;2 Bash nameMIsregarded antRynarne, ifoifferc-i-ill from abuva. go Ohook the awoprlate box for lodefAl tax classification ol tha entityAndiv"Idua'l whose na" Is entered on line 1, Cbeek 00y on$ of the following wvan boxos. IndividiWsole PropMetor El 0 COMDratlun cwporafian 'rruwostate ILL0. Enter the tax c4uWfiaallon (0 = G ourpuraVon, 9 = S corporation, P = Partnership) P hobo: Check the "WQ' box above and, in the entry space..enter the gWopliata codo (C. S. or P) for the tax atassifleation of the LL-G. W WS it Is a dai dW eati�. A d*egwded entity, sKould instead check the appropriate box for the, tax dassfta&m of its awmr, other isee lnstfv000s} 3b If on fine 3a y(W chocked "Partrier*Ipw or `TrLMVeStWQr QhWked "LLC" and emiwed "W" as ft W -dmftatfon: and you are proWding this form tO a PaMeMN10, trust, or estate in with you havean ownemh1p Interest, cl*ck this bm if you have any foreign PWVWs. ownem, or t>ct�fekvioa. S" insinztbm . . . . . . . . . 5 AddTesa (numbor, street, and apt, or suite no.). Sw inst"tkm. I 1500 Belton P011111t Rd PO BOX 209 6 City, state, -anti ZIP code IVID$t Glad0r,, MT 59936 7 Ust =OuM numbers) here (optional) axpayer I dentification limner MN 4 ExvMptlons (codes apply only to cortain entities, not individuals; Soo lnstructlomq on page 4 Exempt payee colde (it any) EKeMPHOn IMM FMgn MOVAt Tam Compliance Act (FATCA) reporting ,Code lit any) MWMS 10 accounm maLntakwd OuftldO file United Slaf ) Requestees name and address (Oprjona4 Enter your *nN in the appropetate box, The TIN mvided must match the narne gtven on 11ne I to avoid backup Withholding. For individuals, this is generalIly your social security rjumber ASSN). However, for a resident alien, sole proprietor, ordisregatcled entity, see the instmetions for Pan 1, IaW. For ottxu- Ghtitiet, it is your emptayer identffication number (EIN). ff you do not have an Umber, see H to ge t a 7?N,, later. b w Note: It the account is in more than one nam, see the instmotions RW h r* 1. see also what Nalm and Number To GiVe ffia Requester for guidelines on whose number to enter. secuft nufter - L L[ I or I tMA6yer idenfiftaon 3on"Hunnov UndEw penalties of pedury, I certify that, -- 1. Thee nUMW Mown on this f mm Is my wrrect taxpayer ident4licatIO" nUMber (or I aria Vialting for a number to be issued to me); and 2. 1 am not subject to backup WthholdIng because (a) I am exenVt from backup wtffihajding, or (b) I have not been TvDtlfled by the Internal Revenue Service (IRS) that I am subj%t to backup withholding as a result of a fail um to report ail interest or dividends, or (d) the IRS has nOtIfied me that I am no Iongor subject to backup withholding; and 3, 1 am a U.S, citizen or ether U.S. person (defined Wow); and 4, The FATCA code(s) entered on this form (if any) 'indloating that I am exempt from FATOA repo Ling Is correct. Cartfficaflon Instructins. You must croag out bm 2 above ff you Lava boob riotlfW by the IRS that you era currently subject to backup Withholding because you have failed to report all interest and dividends on your tax retutu, FCW re-9 estate tMnSWiOnS, ftOM 2 d= not apply. For mortgago interest paid, acquisNon of abindonment of sewrQd property, cancellation of debt, contributions to an individual retirematq arrangement (IRA), and, generally, payments other 11han intere*1 and dividends, you are not reclulmd to sign the certdicaton, but you must provide Your Correct TIN. See the Instructions for Part 11, later. Sign sonawro of Here Ws. pomw Ewe General Instructions Beclion references are to the Intemal Revenue Code unless otherwise noted. FuWre developments. for the latest information about developments relatod to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.J'rs..govJF'ormv*. What's New Une3a has b%ln modified to clarify how a distogadded entity completes New flne 3b has trees addedto this form. A flow thrDugh entity Ity is required to complete this line to indicate that it has direct orlindireat foreign partnem, owrters, or beneficiaries when It provides the roan W-9 to another Pow -through entity in which R has an owriovship interest. This change Is intended to PrWde a flow -through entity with Information roq.Oding the status of its indirect foreign partners, owners. or beneficiades, so that it can satisfy any appNkable reporting requirements. Forexample, a partnership that has any indirect foreign partrwe may be required 1:0 COMpleto SGlhedules K-2 and K-3. See the Partnership Instructions for Schedules K-2 and K-3 (Form 1065), this line. An LLC that is a a1sregaraect tlty should check the Purpose of Form appropriate box for the tax classification of its owner. C"herwise, it bAn individue) or entity (Fomi W-9 requester) who is raquired tD Me an shouid checkthe "LL,011 box and enjer It% appr9pdate tax 01-azzifIca-cmn, information tetum with the IRS is giving you this form because they Cat. No. 10231X FOn-n W-9 (Ftev, 3-2024)