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AG 18-048 - Systems for Public Safety, INCRETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV: POLICE ORIGINATING STAFF PERSON: KRISTEN GREGORY EXT: 6769 3. DATE REQ. BY: TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ® CONTRACT AMENDMENT (AG#): AG16-048(b) ❑ OTHER ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION M INTERLOCAL PROJECT NAME: Installation and Repair of Police Vehicle Emergency Equipment NAME OF CONTRACTOR: Systems for Public Safety, Inc. ADDRESS: 2520 112TH St S. Lakewood, WA 98499 'TELEPHONE E-MAIL: FAX-' SIGNATURE NAME: TITLE. VtW EXHIBITS AND ATTACHMENTS: X SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS TERM: COMMENCEMENT DATE: September 30, 2023 COMPLETION DATE: December 31, 2026 TOTAL COMPENSATION $ 2,100,000 + 850,000 - Total $2,950,000 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ENO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED i YES IDNO IF YES, $ PAID BY. ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE A PURCHASING: PLEASE CHARGE TO: 504-1100-043-521-10-480 0. DOCUMENT/CONTRACT REVIEW 09 PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) A LAW 1. COUNCIL APPROVAL (IF APPLICABLE) 2. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR INITIAL / DATE REVIEWED INITIAL / DATE APPROVED KB 10-9-23 JE 10/20/23 COMMITTEE APPROVAL DATE: DATE SENT: COUNCIL APPROVAL DATE: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) 2' LAW DEPARTMENT © SIGNATORY (MAYOR OR DIRECTOR) CITY CLERK ❑ ASSIGNED AG# ;OMMENTS: CITY a CITY HALL ... F� era� reder 8tH Avenue South FedBral Way, WA 98003-6326 (253) 835-7000 v x w c;[} �df1BaP nt;vay.cem AMENDMENT NO.3 TO GOODS ANTD SERVICES AGREEMENT FOR INSTALLATION AND REPAIR OF POLICE VEHICLE EMERGENCY EQUIPMENT This Amendment ("Amendment No. 3") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Systems for Public Safety, Inc., a Washington corporation ("Contractor"). The City and Contractor (together "Parties''), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for installation and Repair of Police Vehicle Emergency Equipment ("Agreement") dated effective March 27, 2018, as amended by Amendment No(s). 1 and 2 as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2026 ("Amended Term"). 2. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment, as delineated in Exhibit B-3, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Amended Term. Except as otherwise provided in an attached Exhibit, the Contractor shall be solely responsible for thepayment of any taxes imposed by anylawful jurisdiction as a result of the performance and payment of this Agreement. 3. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. 4. NOTICES. The Contractor is located and does business at the below address which shall be valid for any notice required under this agreement: SYSTEMS FOR PUBLIC SAFETY, INC 2520 112th Street S Lakewood, WA 98499 [Signature page follows] AMENDMENT - 1 - 3/2017 CITY OF CITY HALL f Federal Y M Feder l Avenue South Federal Way, \NA 98003-6325 (253) 835-7000 xmw.cayoffocte.:;-Vwny. coal EXHIBIT B-3 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an additional amount not to exceed Eight Hundred Fifty Thousand and N0/100 Dollars ($850,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Two Million Nine Hundred Fifty Thousand and NO/100 Dollars ($2,950,000.00). 2. Method of Compensation: Parts supplied for installation shall not exceed 30% markup, nor exceed state contract pricing H4urhl Rate In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below: $90.00 per hour for troubleshooting, repair, and installation. At the service providers option, the cost of labor shall increase up to 3 % per annum. AMENDMENT - 3 - 3/2017 CITY OF CITY At* HALL Fe d e ra I Way 33325 8th 8th Avenue south Federal Way, `AAA 98003-6325 (253} 835-70fl17 WWW.CflyD &CWrdi�V�3VCO;73 IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: Jim F ll, Ntayor DATE: SYSTEMS FOR PUBLIC SAFETY, INC.: By: 1 l L I• Printed ame: Y f S1 a u'f l�h a Title: Date: STATE OF WASHINGTON ) ) ss. COUNTY OF & r 141 ATTEST: APPROVED AS TO FORM. J. Ry Call, City Att rney On this day personally appeared before me V66�, to me known to be the V k, m -11 CA- , of Systems for Public Safety. Inc. that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this 2-b day o2023. Notary's signature Notary's printed nameW�.[� - �i ►C1�Y Notary Public in and for the State of Washington. My commission expires` 2 ®2- 3/2017 City of Federal Way City Attorney's Office Attn: Taryn Weatherford 33325 8th Ave S Federal Way, WA 98003 Re: Service Contract Dear Taryn, Please accc t this letter as rati: s' Opeat Svstems for F Paul Deskins President Systems for Public Safety, Inc. 2520112t° St. S. Lakewood, WA 98499 1/4/2024 al authorization for Krista Burkhart, Vice President of Administration and Safety, Inc. to sign contracts on my behalf with the City of Federal Way. Client#: 189297 SYSTPUBL DATE (MMIDD/YYYY) ACORDTM CERTIFICATE OF LIABILITY INSURANCE 12/21/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER GUvfACT Nicole Anderson NAME: Propel Insurance HONe 800 499-0933 FAX 866 577-1326 MEN E:t : A/C, No 1201 Pacific Avenue; Suite 1000 F-i pll Af7 Bess, @pi nicole.andersonro linsurance.com COM Middle Market INSURER(S) AFFORDING COVERAGE NAIC # Tacoma, WA 98402-4321 INSURER A: Continental Western Insurance Company 10804 INSURED Systems for Public Safety Inc. 2520 112th ST S Lakewood, WA 98499 INSURER B : INSURER C INSURER D : INSURER E : INSURER F : rnvGoer_Gc rFaTIFIreTF NIIL4FtFR• REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I $R LTR TYPE OF INSURANCE ADDL IN UB POLICY NUMBER POLICY EFF MMIpD/YY POLICY EXP MMlpp LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCURFv] X X CPA6046756 35/08/2023 05/08/2024 EACH OCCURRENCE $1 000 000 PREMISES EaEaNccTuErence $300OOO MED EXP (Any one person) $1 O 000 PERSONAL & ADV INJURY $1 000 000 LAGGREGATELIMITAPPLIESPER: POLICY � ECT PRO- FLOC P'OTHER: GENERAL AGGREGATE $2,000,000 PRODUCTS-COMP/OPAGG s2,000 000 A AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS AUTOS ONLY ED N AUTOS ONLY UMBRELLA LIAB X OCCUR EXCESS LIAB CLAIMS -MADE X X CPA6046756 CPA6046756 05/08/2023 05/08/202 COMO$ Ea sutlde° SINGLE LiMtT 1,000,000 X BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ X A X X 015/08/2023 05/08/202 EACH OCCURRENCE s5 OOO 000 _ AGGREGATE $5 000 000 DED X RETENTIONS10000 $ A WORKERS COMPENSATION AND EMPLOYERT LIABILITY YIN OANY FFICERIMEMBER EXCLU ARTNERJE ECUTIVE Sr (Mandatory In NMI If yes, describe under DESCRIPTION OF OPERATIONS below N/A CPA6046756 I WA STOP GAP I 05/08/2023 05/08/202 IPER OTH- E.L. EACH ACCIDENT $1 OOO 000 E.L, DISEASE - EA EMPLOYEE $1 000 000 E.L DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Federal Way Additional Insured Status applies per attached form(s). Primary non-contributory applies per attached form(s). CERTIFICATE HOLDER City of Federal Way SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Y y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 33325 8th AVE S ACCORDANCE WITH THE POLICY PROVISIONS. Federal Way, WA 98003 AUTHORIZED REPRESENTATIVE JWA. 04.. © 1988-2015 ACORD CORPORATION. All rights reserves. ACORD 25 (2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S6319241 /M5899040 NAA01 This page has been left blank intentionally. COMMERCIAL GENERAL LIABILITY CL CG 04 92 09 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY ULTRA PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGE EXTENSIONS Provision Name Of Coverage Extension Included or Limit of Insurance A. Miscellaneous Additional Insureds Included B. Expected Or Intended Injury Or Damage Included , C. Knowledge Of Occurrence Included D. Legal Liability — Damage To Premises Rented To You (Fire, Lightning, Explosion, Smoke, Or Leakage From Automatic Fire Protective S stems $300,000 E. Medical Payments Mobile Equipment Redefined Newly Formed Or Acquired Organization, Partnership Or Limited Liability Company And Extended Period Of Coverage Who Is An Insured — Amendment $10,000 F. Included F G. Included H. Included I. Non -Owned Watercraft (Increased to maximum length of less than 51 Included feet Supplementary Payments — Increased Limits 1. Bail Bonds $ 3,000 2. Loss Of Earnings $ 1,000 J. K. Unintentional Omission Or Unintentional Error In Disclosure Included L. Waiver Of Transfer Of Rights Of Recovery Against Others Included M. Liberalization Clause Incidental Medical Malpractice Included N. Included The above is a summary only. Please consult the specitic provisions that Touow Tor compiete intormauon on Lne extensions provided. The provisions of the Commercial General Liability additional insured on your policy, provided Coverage Part apply except as otherwise provided in that: this endorsement. This endorsement applies only if a. The written contract or written agreement such Coverage Part is included in this policy. is: A. MISCELLANEOUS ADDITIONAL INSUREDS 1. Section II — Who Is An Insured is amended to include as an insured any person or organization (referred to as an additional insured below) described in Paragraphs A.1.c.(1) through A.1.c.(8) below when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an (1) Currently in effect or becoming effective during the term of this policy; and (2) Fully executed by you and the additional insured prior to the "bodily injury", "property damage" or "per- sonal and advertising injury". CL CG 04 92 09 16 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 7 with its permission b. The insurance afforded by this provision does not apply to any person or organization included as an additional insured by a separate endorsement issued by us and made a part of this policy or coverage part. c. Only the following persons or organi- zations are additional insureds under this provision, with coverage for such additional insureds limited as provided herein: (1) Managers Or Lessors Of Premises A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: (a) Any "occurrence" which takes place after you cease to be a tenant in that premises. (b) Structural alterations, new con- struction or demolition operations performed by or on behalf of such additional insured. (2) Mortgagee, Assignee Or Receiver A mortgagee, assignee, or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a covered premises by you. This insurance does not apply to structural alterations, new con- struction or demolition operations performed by or on behalf of such additional insured. (3) Owners Or Other Interests From Whom Land Has Been Leased An owner or other interest from whom land has been leased to you but only with respect to liability arising out of the ownership, mainte- nance or use of that part of the land leased to you and subject to the following additional exclusions: This insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land. (b) Structural alterations, new con- struction or demolition operations performed by or on behalf of such additional insured. (4) Lessor Of Leased Equipment Any person(s) or organization(s) from whom you lease equipment but only with respect to liability for "bodily injury", "property damage" or "per- sonal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). A person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such leased equipment ends. This insurance does not apply to any "occurrence" which takes place after the equipment lease expires. (5) State, Municipality, Governmental Agency Or Subdivision Or Other Political Subdivision — Permits Or Authorizations Relating To Premises Any state, municipality, govern- mental agency or subdivision or other political subdivision subject to the following additional provisions: (a) This insurance applies only with respect to: (i) The following hazards for which the state, municipality, governmental agency or subdivision or other political subdivision has issued a permit or authorization in connection with premises you own, rent or control and to which this insurance applies: (1.1) The existence, maintenance, repair, construction, erection or removal of adver- tising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; or CL CG 04 92 09 16 Includes copyrighted material of Insurance Services Office, Inc., Page 2 of 7 with its permission (1.2) The construction, erec- The insurance afforded the tion or removal of vendor does not apply to: elevators; or (i) "Bodily injury" or "property (1.3) The ownership, main- damage" for which the tenance or use of any vendor is obligated to pay elevators covered by damages by reason of the this insurance. assumption of liability in a (ii) Operations performed by you written contract or written or on your behalf for which agreement. This exclusion the state, municipality, does not apply to liability for governmental agency or damages that the vendor would have in the absence of subdivision or other political the written contract or written subdivision has issued a agreement; permit or authorization. (b) This insurance does not apply to (ii) Any express warranty unau- "bodily injury", "property dam- thorized by you; age" or "personal and advertising (iii) Any physical or chemical injury" arising out of operations change in the product made performed for the state, munici- intentionally by the pality, governmental agency or vendor; subdivision or other political (iv) Repackaging, except when subdivision. unpacked solely for the (6) Controlling Interest purpose of inspection, Any person(s) or organization(s) with demonstration, testing, or the a controlling interest in the Named substitution of parts under instructions from the manu- Insured but only with respect to their facturer, and then liability arising out of: repackaged in the original (a) Their financial control of you; or container; (b) Premises they own, maintain or (v) Any failure to make such control while you lease or occupy inspections, adjustments, these premises. tests or servicing as the vendor has agreed to make This insurance does not apply to or normally undertakes to structural alterations, new con- make in the usual course of struction or demolition operations business, in connection with performed by or for such person(s) the distribution or sale of the or organization(s). products; (7) Co -Owner Of Insured Premises (vi) Demonstration, installation, A co-owner of a premises co -owned servicing or repair opera - by you and covered under this tions, except such operations insurance but only with respect to the performed at the vendor's co -owner's liability as co-owner of premises in connection with such premises. the sale of the product; (8) Vendors (vii) Products which, after distri- (a) Any person(s) or organization(s) bution or sale by you, have been labeled or relabeled or (referred to as vendor), but only used as a container, part or with respect to "bodily injury" or "property damage" arising out of ingredient of any other thing or substance by or for the "your products" which are vendor; or distributed or sold in the regular course of the vendor's business. CL CG 04 92 09 16 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 7 with its permission (viii) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. How- ever, this exclusion does not apply to: (1.1) The exceptions contained in Sub- paragraphs (iv) or (vi); or (1.2) Such inspections, ad- justments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in con- nection with the distribution or sale of the products. (b) This insurance does not apply to any insured person or organi- zation, from whom you have acquired products, or any ingredient, part or container, entering into, accompanying or containing such products. 2. With respect to coverage provided by this Provision A. Miscellaneous Additional Insureds, the following additional provisions apply: a. Any insurance provided to an additional insured designated under Paragraphs A.1.c.(1) through A.1.c.(8) above does not apply: (1) To "bodily injury" or "property damage" included within the "products -completed operations hazard"; or (2) To "bodily injury", "property damage" or "personal and advertising injury" arising out of the sole negligence of such additional insured. b. The insurance afforded to such additional insured only applies to the extent permitted by law. 3. With respect to the insurance afforded to the additional insureds within this Provision A. Miscellaneous Additional Insureds, the following is added to Section III — Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement; or b. Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits Of Insurance shown in the Declarations. B. EXPECTED OR INTENDED INJURY OR DAMAGE Exclusion 2.a. Expected Or Intended Injury of Section I — Coverage A — Bodily Injury And Property Damage Liability is deleted and replaced by the following: a. Expected Or Intended Injury Or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. C. KNOWLEDGE OF OCCURRENCE Paragraph 2.a. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions is deleted and replaced by the following: a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim only when the "occurrence" or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A manager, if you are a limited liability company; or (4) An "executive officer" or the "employee" designated by you to give such notice, if you are an organization other than a partnership or a limited liability company. c. The insurance afforded to such additional To the extent possible, notice should include: insured will not be broader than that which you are required to provide by the (i) How, when and where the "occurrence" written contract or written agreement. or offense took place; CL CG 04 92 09 16 Includes copyrighted material of Insurance Services Office, Inc., Page 4 of 7 with its permission (ii) The names and addresses of any injured persons and witnesses; and (iii) The nature and location of any injury or damage arising out of the 'occurrence" or offense. D. LEGAL LIABILITY — DAMAGE TO PREMISES RENTED TO YOU (Fire, Lightning, Explosion, Smoke, Or Leakage From Automatic Fire Protective Systems) If damage to premises rented to you is not otherwise excluded from this policy or coverage part, then the following provisions apply: 1. Under Section I — Coverage A — Bodily Injury And Property Damage Liability, the last paragraph (after the exclusions) is deleted and replaced by the following: Exclusions c. through n. do not apply to dam- age by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — Limits Of Insurance. 2. The paragraph immediately after Sub- paragraph j.(6) of Paragraph 2. Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability is deleted and replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III — Limits Of Insurance. 3. Paragraph 6. of Section III — Limits Of Insurance is deleted and replaced by the following: 6. Subject to Paragraph 5. above, the greater of: a. $300,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations, you, or in the case of damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems, while rented to you or temporarily occupied by you with permission of the owner. This limit will apply to all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, "smoke", leakage from automatic fire protective systems, or other covered causes of loss or any combination thereof. 4. Subparagraph b.(1)(a)(ii) of Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions is deleted and replaced by the following: (ii) That is fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner; 5. Subparagraph a. of Definition 9. "Insured contract' of Section V — Definitions is deleted and replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract". 6. As used in this Provision D. Legal Liability — Damage To Premises Rented To You: "Smoke" does not include smoke from agricultural smudging, industrial operations or "hostile fire". E. MEDICAL PAYMENTS If Coverage C — Medical Payments is not otherwise excluded from this policy or coverage part, the Medical Expense Limit is changed, subject to the terms of Section III — Limits Of Insurance, to the greater of: a. $10,000; or b. The Medical Expense Limit shown in the Declarations. F. MOBILE EQUIPMENT REDEFINED is the most we will pay under Coverage Subparagraph f.(1) of Definition 12. "Mobile A for damages because of "property equipment' of Section V — Definitions is deleted damage to premises while rented to and replaced by the following: CL CG 04 92 09 16 Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 7 with its permission (1) Equipment with a gross vehicle weight of 1,000 pounds or more and designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; G. NEWLY FORMED OR ACQUIRED ORGANIZA- TION, PARTNERSHIP OR LIMITED LIABILITY COMPANY AND EXTENDED PERIOD OF COVERAGE Paragraph 3. of Section II — Who Is An Insured is deleted and replaced by the following: 3. Any organization you newly acquire or form, other than a joint venture, and over which you maintain ownership or: a. Majority interest of more than 50% if you are a corporation; b. Majority interest of more than 50% as a general partner of a newly acquired or formed partnership; and/or c. Majority interest of more than 50% as an owner of a newly acquired or formed limited liability company; will qualify as a Named Insured if there is no other similar insurance available to that organization. However, for these organiza- tions: (i) Coverage under this provision is afforded only until the next anniversary date of this policy's effective date after you acquire or form the organization, partnership or limited liability company, or the end of the policy period, whichever is earlier; (ii) Section I — Coverage A — Bodily Injury And Property Damage Liability does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization, partnership or limited liability company; (iii) Section I — Coverage B — Personal And Advertising Injury Liability does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization, partnership or limited liability company; (iv) Coverage applies only when operations of the newly acquired organization, partnership or limited liability company are the same or similar to the operations of insureds already covered under this insurance; (v) Coverage only applies for those limited liability companies who have established a date of formation as recorded within the - filed state articles of organization, certificates of formation or certificates of organization; and (vi) Coverage only applies for those part- nerships who have established a date of formation as recorded within a written partnership agreement or partnership certificate. H. WHO IS AN INSURED — AMENDMENT The last paragraph of Section II — Who Is An Insured is deleted and replaced by the following: No person or organization is an insured with respect to the conduct of any: a. Current partnership or limited liability company, unless otherwise provided for under Paragraph 3. of Section II — Who Is An Insured; b. Current joint venture; or c. Past partnership, joint venture or limited liability company; that is not shown as a Named Insured in the Declarations. I. NON -OWNED WATERCRAFT Subparagraph (2) of Exclusion 2.g. Aircraft, Auto Or Watercraft of Section I — Coverage A — Bodily Injury And Property Damage Liability is deleted and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge. J. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS Section I — Supplementary Payments — Coverages A And B is changed as follows: 1. The limit shown in Paragraph 1.b. for the cost of bail bonds is changed from $250 to $3,000; and 2. The. limit shown in Paragraph 1.d. for loss of earnings because of time off from work is changed from $250 a day to $1,000 a day. CL CG 04 92 09 16 Includes copyrighted material of Insurance Services Office, Inc., Page 6 of 7 with its permission K. UNINTENTIONAL OMISSION OR UNINTEN- TIONAL ERROR IN DISCLOSURE The following provision is added to Paragraph 6. Representations of Section IV — Commercial General Liability Conditions: However, the unintentional omission of, or unintentional error in, any information given or provided by you shall not prejudice your rights under this insurance. This provision does not affect our right to collect additional premium or to exercise our right of cancellation or non -renewal. L. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Commercial General Liability Conditions: We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" and included in the "products -completed operations hazard" when you have agreed in a written contract or written agreement that any right of recovery is waived for such person or organization. This waiver applies only to the person(s) or organization(s) agreed to in the written contract or written agreement and is subject to those provisions. This waiver does not apply unless the written contract or written agreement has been executed prior to the "bodily injury" or "property damage". However, if any person or organization is separately scheduled on a separate waiver of transfer of rights of recovery which is attached to this policy, then this waiver does not apply. M. LIBERALIZATION CLAUSE The following is added to Section IV — Commercial General Liability Conditions: If we adopt a mandatory attachment form change which broadens coverage under this edition of the Commercial General Liability CG0001 for no additional charge, and those changes are intended to apply to all insureds under this edition of CG0001, that change will automatically apply to your insurance as of the date we implement the change in your state. This liberalization clause does not apply to changes implemented through introduction of a subsequent edition of the Commercial General Liability form CG0001. N. INCIDENTAL MEDICAL MALPRACTICE 1. Paragraph 2.a.(1)(d) of Section II — Who Is An Insured does not apply to a physician, nurse practitioner, physician assistant, nurse, emergency medical technician or paramedic employed by you if you are not in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. 2. This provision is excess over any other valid and collectible insurance whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow Paragraph 4.b. of Section IV — Commercial General Liability Conditions. CL CG 04 92 09 16 Includes copyrighted material of Insurance Services Office, Inc., Page 7 of 7 with its permission This page has been left blank intentionally. COMMERCIAL GENERAL LIABILITY CL CG 01 14 09 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION (ADDITIONAL INSURED) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Paragraph (v) is added to Paragraph (1)(a) of Paragraph b. Excess Insurance under Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions, as follows: (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (v) That is available to any person or organization who has been added as an additional insured to this policy by endorsement. However, with respect to an additional insured added by endorsement for liability caused, in whole or in part: 1. By your acts or omissions, or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; or (b) In connection with your premises; 2. By your maintenance, operation or use of equipment leased to you by such person or organization; or 3. By "your work" performed for that additional insured and included in the "products -completed operations hazard"; this insurance shall be primary to and will not seek contribution from the additional insured's own insurance if you and such additional insured have agreed prior to loss in a written contract or written agreement, in effect during this policy period, that this insurance be primary and noncontributory as respects liability described in Subparagraph (1)(a)(v)1., (1)(a)(v)2. or (1)(a)(v)3. above. However, this insurance, in all cases, is excess over any other liability insurance available to the additional insured to which such person or organization has been added as an additional insured. CL CG 01 14 09 16 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 1 with its permission This page has been left blank intentionally. COMMERCIAL UMBRELLA CL CU 24 70 09 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PRIMARY NON CONTRIBUTORY This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE FORM Paragraph 5. Other Insurance of SECTION IV - CONDITIONS, COMMERCIAL LIABILITY UMBRELLA COVERAGE FORM is replaced with the following: 5. Other Insurance a. This insurance is excess over, and shall not contribute with any of the other insurance, whether primary, excess, contingent or on any other basis except as shown under 5.c. below. This condition will not apply to insurance specifically written as excess over this Coverage Part. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. b. When this insurance is excess over other insurance, we will pay only our share of the "ultimate net loss" that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. c. The insurance is excess of all other insurance available to an additional insured whether on a primary, excess, contingent or any other basis. But if required by a written contract or written agreement to be primary and noncontributory, this insurance will be primary to, and will not seek contribution from, any insurance on which the additional insured is a Named Insured. No other coverage or limit in the policy applies to loss or damage insured by this coverage. CL CU 24 70 09 16 Includes copyrighted material of Insurance Services Page 1 of 1 Office, Inc., with its permission This page has been left blank intentionally. COMMERCIAL UMBRELLA CL CU 24 73 09 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US AS REQUIRED BY VIRTUE OF A WRITTEN CONTRACT This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE PART Paragraph 9. Transfer Of Rights Of Recovery Against Others To Us under Section IV - Conditions is deleted and replaced with the following: If you and the insurer of scheduled underlying insurance, waive any right of recovery we may have because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract requiring such waiver with that person(s) or organization(s) or other parties you are performing operations for when you are obligated to provide such waiver by virtue of a written contract or agreement, we will also waive any rights we may have against such person(s) or organization(s). However, our rights may only be waived prior to the 'occurrence" giving rise to the injury or damage for which we make payment Under this Coverage Part. The insured must do nothing after a loss to impair our rights. At our request, the insured will transfer those rights to us and help us enforce those rights. CL CU 24 73 09 16 Includes copyrighted material of Insurance Services Page 1 of 1 Office, Inc., with its permission This page has been left blank intentionally. 10/5/23, 7:43 AM Corporations and Charities System BUSINESS INFORMATION Business Name: SYSTEMS FOR PUBLIC SAFETY INC. UBI Number: 602 654 446 Business Type: WA PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 2520 112TH ST S, LAKEWOOD, WA, 98499-8891, UNITED STATES Principal Office Mailing Address: 2520 112TH ST S, LAKEWOOD, WA, 98499-8891, UNITED STATES Expiration Date: 09/30/2024 Jurisdiction: UNITED STATES, WASHINGTON Formation/ Registration Date: 09/26/2006 Period of Duration: PERPETUAL Inactive Date: Nature of Business: OTHER SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: SYSTEMS FOR PUBLIC SAFETY INC Street Address: 2520 112TH ST S, LAKEWOOD, WA, 98499-8891, UNITED STATES Mailing Address: 2520 112TH ST S, LAKEWOOD, WA, 98499-8891, UNITED STATES GOVERNORS Title [C ITAa.101M a Governors Type INDIVIDUAL Entity Name First Name Last Name DESKINS https://ccfs.sos.wa.gov/#/BusinessSearch/Businesslnformation 1/1 6/21/23, 12:44 PM Washington State Department of Revenue Washington State Department Of Revenue < Business Lookup https License Information: Entity name: SYSTEMS FOR PUBLIC SAFETY INC. Business SYSTEMS FOR PUBLIC SAFETY, INC. name: Entity type: Profit Corporation UBI #: 602-654-446 Business ID: 001 Location ID: 0002 Location: Active Location address: Mailing address: 10203 LAKEVIEW AVE SW LAKEWOOD WA 98499-4222 PO BOX 65189 TACOMA WA 98464-1189 Excise tax and reseller permit status: Click here Secretary of State status: Click here New search Back to results Governing People May include governing people not registered with Secretary of State Governing people Title DESKINS, PAUL //secure. d or.wa.g ov/gte una uth/_/#2 irkA 6/21/23, 12:44 PM Washington State Department of Revenue Governing people Title View Additional Locations The Business Lookup information is updated nightly. Search date and time: 6/21/2023 12:44:24 PM Contact us How are we doing? Take our survey! Don't see what you expected? Check if your browser is supported https://secure.dor.wa.govlgteunauth/_/#2 212 COUNCIL MEETING DATE: November 21, 2023 ITEM #. CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL SUBJECT: SYSTEMS FOR PUBLIC SAFETY AGREEMENT — AMENDMENT 3 POLICY QUESTION: Should the City Council approve Amendment 3 for the Agreement with Systems for Public Safety to increase compensation and extend the term to cover the remaining upfitting expenses for scheduled replacement reserve vehicles and the 28 approved new police vehicles? COMMITTEE: PRHSPSC MEETING DATE: November 14, 2023 CATEGORY: ® Consent ❑ Ordinance ❑ Public Hearing ❑ City Council Business ❑ Resolution ❑ Other STAFF REPORT BY: Commander Kyle Buchanan DEPT: Police Department Attachments: 1. Staff Report 2. Systems for Public Safety, Inc. — Amendment 3 Options Considered: 1. Approve the proposed amendment. 2. Do not approve the proposed amendment and provide direction to staff. MAYOR'S RECOMMENDATION: Option 1. MAYOR APPROVAL: /o O DIRECTOR APPROVAL: ' C.o11 4M: L'ouncil Ini�i.d I .i;. Initiu Date Snitial o e COMMITTEE RECOMMENDATION: "I move to forward the proposed Amendment to the November 21, 2023, consent agenda for approval. " Comziit ee Member Committee Member PRbPOSED COUNCIL MOTION: "I move approval of the proposed Amendment, and authorize the Mayor to execute said amendment. " (BELOW TO BE COMPLETED BY CITY CLERK'S OFFICE) C NCIL ACTION: r� APPROVED �y �1 COUNCIL BILL# ❑ DENIED First reading ❑ TABLED/DEFERRED/NO ACTION Enactment reading ❑ MOVED TO SECOND READING (ordinances only) ORDINANCE # REVISED—11/2019 RESOLUTION # CITY OF FEDERAL WAY MEMORANDUM DATE: November 14, 2023 TO: City Council Members VIA: Jim Ferrell, Mayor FROM: Commander Kyle Buchanan, Police Department SUBJECT: Systems for Public Safety Agreement — Amendment 3 Financial Impacts, The cost to the City for Systems for Public Safety Agreement — Amendment 3 is included within the approved budget under police department vehicle maintenance. The City approved budget covers the purchase and installation of equipment for 28 newly purchased patrol vehicles (model year 2023). In accordance with the approved budget, this item is funded by under a combination of ARPA (general fiend) and replacement reserves (504 Account). Upon completion of the Systems for Public Safety agreement future costs will be an estimated $22,000 per new patrol emergency equipment upfit, $5,000 per unmarked car emergency equipment upfit, $1,000 per vehicle for emergency equipment repairs due to ongoing costs associated with operations and maintenance, not to exceed $850,000 per the Amendment. These estimates are not adjusted for inflation. Background Information: Systems for Public Safety purchases, installs, maintains, and repairs police vehicle equipment to include, but not limited to, emergency lighting, push bumpers, power management systems, prisoner and canine containment systems, and other required in - vehicle accessories. The Federal Way Police Department has been utilizing the services of Systems for Public Safety since 2006. The materials, quality of workmanship, and services provided have been above reproach, thankfully so because they are a sole source provider. The request for compensation and term increase is necessary in order to up -fit and equip vehicles recently purchased for the fleet. Rev. 7/18 PETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Police 2. ORIGINATING STAFF PERSON: Kurt Schwan EXT: 6875 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION © CONTRACT AMENDMENT (AG#): 18-048 (A) ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Systems for Public Safety Agreement 6. NAME OF CONTRACTOR: Systems for Public Safety ADDRESS: TELEPHONE 253-983-1103 E-MAIL: FAX: SIGNATURENAME: Paul D2SkinlS TITLE Owner -CEO 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES N COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: COMPLETION DATE: September 9, 2023 9. TOTAL COMPENSATION $ increase $900,000 to $2,100,000 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES O NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 10YES ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED IN]IT1AI 1:)A.F1..\Pll'R0%L_D ❑ PROJECT MANAGER * DIRECTOR } 14 LA c. W► � _ _ ❑ RISK MANAGEMENT (IF APPLICABLE) 9 LAW 2/22/2022 MP �y 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: -39 COUNCIL APPROVAL DATE: 12 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feet free to set notification more than a month in advance if council approval is needed.) INITIAL / DATE SIGNED P<AW DEPARTMENT io i ATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK-1,�2�'j,0 ❑ ASSIGNED AG# AG#` 18-048b COMMENTS, 2/2017 `Federal GITI' HALL 33325 8th Avenue South Federal Way, WA 98003-5325 (253) 335-7000 s Avivcitvof]eckom 4voV corn, AMENDMENT NO.2 TO GOODS AND SERVICES AGREEMENT FOR INSTALLATION AND REPAIR OF POLICE VEHICLE EMERGENCY EQUIPMENT This Amendment ("Amendment No. 2") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Systems for Public Safety, Inc., a Washington corporation ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for Installation and Repair of Police Vehicle Emergency Equipment (`Agreement") dated effective March 27, 2018, as amended by Amendment No. 1, as follows: 1. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be'amended to change the total compensation the City shall pay the Contractor and the rate or method of payment, as delineated in Exhibit B-2, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the previously Amended Term. Except as otherwise provided in an attached Exhibit, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT 13-2 AN� Federal Way CITY OF TY HALL 3325 Sth Avenue South Federal Way, WA 98003-6325 (253) 835-7000 w 1woryoffederahvrlycorn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: JV erre , May r DATE: SYSTEMS �iJBLTC SAE-�Y, INC.: Printed Name: ! 'l Title: pt"r 5-"d, _ Date: 3--2 Z— Z-Z STATE OF WASHINGTON ) ) ss. COUNTY OF Pi-erce ) ATTEST: S ph:rnie Courtney, CM&rtity Clerk 4Jan OVED TO FORM: Call, City Att rl On this day personally appeared before me P3 I__Dt S Lac J. to me known to be the r j of j'�ytg,� I7.�jC,_oj�,y __ that executed the foregoing instrument, and acknowledged the said instrument to be the five and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. G1VV,..j,xW,4and and official seal this day of_K�rCh _ , 201� +++++i �¢��,*"`""""''r►�9r!P Notary's signature _ r � �ox4* ,' Notary's printed name ILri - . 3vr y 180751 allotary Public in and for the State of Washington. W r r"0 CP My commission expirestk _ie%/Zpx r 7, 0.19-�'b s 0� So AMENDMENT I3-2 - 2 - CIfY OF �- Federal Way EXHIBIT B-2 ADDITIONAL COMPENSATION CITY HALL 33325 8th Avenue South Federat,Way, WA 98003-6325 (253 ) 235- r 000 1. Total Compensation: In return for the Additional Services, the City shall pay the Contractor an additional amount not to exceed One Million Two Hundred "Chousand and NO/ 100 Dollars ($1,200,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Two Million One Hundred Thousand and N0/100 Dollars ($2,100,000.00). 2. Method of Compensation: Parts supplied for installation shall not exceed 30% markup, nor exceed state contract pricing. Hourirtr Rate In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below: $90.00 per hour for troubleshooting, repair, and installation. At the service provider's option, the cost of labor shall increase up to 3% per annum. A A/TFNT)MF.NT Ft-? - 3 - COUNCIL MEETING DATE: March 15, 2022 ITEM ih 5e- CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL SUBJECT: SYSTEMS FOR PUBLIC SAFETY AGREEMENT — AMENDMENT 2 POLICY QUESTION: Should the Mayor approve Amendment 2 for the Systems for Public Safety Agreement to increase the compensation from $900,000 to $2,100,000 in order to cover the remaining upfitting expenses for scheduled Replacement Reserve vehicles and the 28 recently approved police vehicles for the term of the agreement (9/9/2023). COMMITTEE: PRHS&PS Committee MEETING DATE: March 8, 2022 CATEGORY: ® Consent ❑ Ordinance ❑ Public Hearing ❑ City Council Business ❑ Resolution ❑ Other STAFF REPORT BY: Kurt Schwan, Commander DEPT: Police Attachments: 1. Staff Report 2. Systems for Public Safety Agreement — Amendment 2 Options Considered: 1. Approve the proposed agreement. 2. Do not approve the proposed agreement and provide direction to staff. MAYOR'S RECOMMEND TION: Option 1. MAYOR APPROVAL: DIRECTOR APPROVAL:_^ nitinllC)a a initial/Date COMMITTEE RECOMMENDATION: "I move to forward the proposed Agreement to the March 15, 2022, consent agenda for approval. " L` nnnill c Chair Comri eeMeniber Committee Member PROPOSED COUNCIL MOTION: "I move approval of the proposed Agreement, and authorize the Mayor to execnite said agreement. " BELOW TO BE COMPLETED BY CITY CLERK'S OFFICE) yi k ❑tl'k°!t� 1r l{I) f �I��j ` W U� COUNCIL BILL # Uk:llSl1 First reading ❑ TABLED/DEFERRED/NO ACTION Enactment reading ❑ MOVED TO SECOND READING (ordinances only) ORDINANCE # REVISED — 11/2019 RESOLUTION 4 CITY OF FEDERAL WAY MEMORANDUM DATE: March 8, 2022 TO: City Council Members VIA: Jim Ferrell, Mayor FROM: Kurt Schwan, Police Commander SUBJECT: Systems for Public Safety `Goods and Services' Agreement — Compensation increase Financial Impacts: This item was not included within the approved budget for the Systems for Public Safety `Goods and Services' Agreement. As proposed, it will be funded by ARPA / General Funds. Upon completion of the agreement, the total compensation will have been increased from $1,200,000 to $2,100,000 (an increase of $900,000) due to the Council approved purchase of 28 new police vehicles and the ongoing costs associated with operations and maintenance of those and the replacement reserve vehicles scheduled for purchase during the remainder of the agreement, which end in September 2023. Background Information: Systems for Public Safety purchases, installs, maintains, and repairs police vehicle equipment to include, but not limited to, emergency lighting, push bumpers, power management systems, prisoner and canine containment systems, siren systems, and any other in -vehicle accessories required. The Federal Way PD has been utilizing the services of Systems for Public Safety since 2006. The materials, quality of workmanship, and services provided have been above reproach, thankfully so because they are also a sole source provider. The request for compensation increase is necessary in order to up -fit and equip the vehicles being purchased for the police fleet. The current agreement is set to expire September 9, 2023. Rev. 7/18 � REGORY EXT: 6769 CITY OF FEDERAL WAY LAW DEPARTIVI E T I.OUTING FORM 1. ORIGINATING DEPT./DIV: PD 2. ORIGINATING STAFF PERSON: KRISTEN GREGORY EXT: 6769 3. DATE REQ. BY: 10/20/20 so I can revise 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION A CONTRACT AMENDMENT (AG#): 2018-048 ❑ INTERLOCAL ❑ OTHER J. PROJECT NAME: Systems for Public Safety, Inc —'Goods 3 Services' Agreement extension for Installation and Electrical Repair of Police Vehicle Emergency Equipment 6. NAME OF CONTRACTOR: Systems for Public Safety, Inc. ADDRESS: 6412FrontStS TELEPHONE 253-983-1103 E-MAIL: accounting@systemsforpublicsafety.com FAX: 253 983 1101 SIGNATURENAME: Pain DeSkIIIS TITLE Owner 7. EXHIBITS AND ATTACHMENTS: 19 SCOPE, WORK OR SERVICES A COMPENSATION ❑ NSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES O PRIOR CONTRACT/AMENDMENTS 8. 'PERM: COMMENCEMENT DATE: extension COMPLETION DATE: 12/31/2024 9. TOTALCOMPENSATION$300,000(INCLUDE EXPENSES AND SALES TAX, IFANY) (IF CALCU LATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: DYES ANO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX 0\VED ®YES ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGEAMOUNT:❑RETAINAGEAGREEMENT (SEE CONTRACT) OR ❑RETANAGEBOND PROVIDED A PURCHASING: PLEASE CHARGE TO: Replacement reserves for replacement vehicles, account 504-1100-043-521-10-480 for repair 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IFAPPLICABLE) It LAW DK 10-22-2020 11. COUNCIL APPRObAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SE.NTTO VENDOR/CONTRACTOR DATE SENT: DATEREC'D: El ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REM INDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel fi•ee to set notification more than a month in advance if council approval is needed.) INITIAL`I DATE SIGNED ❑ LAW DEPARTMENT C It 13 ❑ SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# AG# COMMENTS: term only amendments do not require council approval 10/21 2/2017 ` Federal�� IC17v OF CITY HALL � 33325 Sth Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cifyoffederahvay com AMENDMENT NO. 1 TO GOODS AND SERVICES AGREEMENT FOR INSTALLATION AND REPAIR OF POLICE VEHICLE EMERGENCY EQUIPMENT This Amendment ("Amendment No. I") is made between the City of Federal Way, a Washington municipal corporation ("City"), and, Systems for Public Safety, Inc, a Washington corporation ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for Installation and Repair of Police Vehicle Emergency Equipment ("Agreement") dated effective March 27,2018, as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than September 29, 2023 ("Amended Term"). 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to, and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - Rev. 3/2017 ` CITY of CITY HALL Federal Way Feder l Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.cityoffederaMoy.com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: Jim Fey6f, Mayor DATE:' SYSTEMSIOT�-P,LJJ34-,rCfaf FE-1-�', INC.: By: ' Print , d Name: Title:�C-Sijrz� DATE: f/, Z — Z0 Zy Corporate: STATE OF WASHINGTON ) ss. COUNTY OF ) ATTEST: St h ie Courtney, CMC, it f Clerk APPROVED AS TO FORM: J. Ryan Call, City Attorney On this day personally appeared before me 'aLA--Dt.6Wy► S to me known to be the prml ck rT+ of that executed the foregoing instrument, and acknowledged the said instrument to be the free anj'd voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this 2nJ day of Novvmjr , , 20, Notary's signature .......---------- Notary's printed name �yi-sfa 6urkhdr+- Notary Public in and for the State of Washington. My commission W23 AMENDMENT - 2 - Rev. 3/2017 11/10/2020 Corporations and Charities System 'r_,�r�p��t��Rsnand Charities Filing System BUSINESS INFORMATION SYSTEMS FOR PUBLIC SAFETY INC. 602 654 446 WA PROFIT CORPORATION ACTIVE 9412 FRONT ST S, LAKEWOOD, WA, 98499-9386, UNITED STATES PO BOX 65189, TACOMA, WA, 98464-1189, UNITED STATES 09/30/2021 UNITED STATES, WASHINGTON 09/26/2006 PERPETUAL OTHER SERVICES REGISTERED AGENT INFORMATION https://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation Business Name: UBI Number: Business Type: Business Status: Principal Office Street Address: Principal Office Mailing Address: Expiration Date: Jurisdiction: Formation/ Registration Date: Period of Duration: Inactive Date: Nature of Business: 1/2 11 /10/2020 Corporations and Charities System Registered Agent Name: SYSTEMS FOR PUBLIC SAFETY INC 9412 FRONT ST S, LAKEWOOD, WA, 98499-9386, UNITED STATES 9412 FRONT ST S, LAKEWOOD, WA, 98499-9386, UNITED STATES ` O t►OR. Title Governors Type Entity Name GOVERNOR INDIVIDUAL Back First Name PAU L Street Address: Mailing Address: Last Name DESKINS Filing History Name History [Print f Return to Business Search https://ccfs.sos.wa.gov/#/BusinessSearch/Business Information 2/2 RETURN TO: Lynette Allen EXT: 6701 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV: POLICE ORIGINATING STAFF PERSON: KRISTEN GREGORY EXT: 6769 3. DATE REQ. BY. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER PROJECT NAME: INSTALLATION AND REPAIR OF POLICE VEHICLE EMERGENCY EQUIPMENT NAME OF CONTRACTOR: _SYSTEMS FOR PUBLIC SAFETY, INC._ ADDRESS: 8909 SOUTH TACOMA WAY LAKEWOOD, WA 98499 E-MAIL:ACCOUNTING@SYSTEMSFORPUBLICSAFETY.COM FAX: SIGNATURE NAME: PAUL DESKINS TITLE: OWNER TELEPHONE (253) 983-1103 (253) 983-1101 EXHIBITS AND ATTACHMENTS:XSCOPE, WORK OR SERVICES g COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PRO7OFFIOFF- AUTHORITY TO SIGN ElREQUIRED LICENSES ElPRIOR CONTRACT/AMENDMENTS TERM: COMMENCEMENT DATE: 9/394201*8 COMPLETION DATE: 9/30/2020 TOTAL COMPENSATION Not to Exceed $900,000.Q(dNCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR C L.RCE - ATTACI. TGIF:), 11 OF E NIPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES NO O IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED El IF YES, $ PAID BY. ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ PURCHASING: PLEASE CHARGE TO: 0. DOCUMENT/CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE INITIAL / DATE REVIEWED 11< 1. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: 2. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: INITIAL / DATE APPROVED SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 4�/g DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) ❑ LAW DEPARTMENT ❑ SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED ;OMMENTS INITIAL / DATE SIGNED 4y (?— 2 ti 3g 1 AG# /f'-O9'r- DATE SENT: - j- I MA 11 South A** CITY OF CITY HALL �..- Federal Way Feder 8mAvenue 8003 Federal Way, WA 98003-fi325 (253)835-7000 www cityoffederatway. com GOODS AND SERVICES AGREEMENT FOR INSTALLATION AND REPAIR OF POLICE VEHICLE EMERGENCY EQUIPMENT This Goods and Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Systems for Public Safety, Inc, a Washington corporation ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: INSERT CONTRACTOR'S CO. NAME: Systems for Public Safety, Inc. 8909 South Tacoma Way Lakewood, Wa 98499 (253) 983-1103 (telephone) (253) 983-1101 (facsimile) .com The Parties agree as follows: CITY OF FEDERAL WAY: Police Department Quartermaster 33325 8th Ave. S. Federal Way, WA 98003-6325 (253) 835-6769 (telephone) (253) 835-6899 (facsimile) com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than 9/30/2020 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. WORK. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit "A," attached hereto and incorporated by this reference ("Work"), performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. The Contractor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Contractor's representations to City. The Contractor shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within one (1) year after the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any part of the goods are repaired, only original replacement parts shall be used; rebuilt or used parts are not acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by GOODS AND SERVICES AGREEMENT - 1 - 9/2017 ` Feder Fe d e ra 1 Way CITY OF CITY HALL 4S 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 wim cityoffederatway com the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. 2.3 Time, Documentation, and Inspection. Work shall begin immediately upon the effective date of this Agreement. Work shall be subject, at all times, to observation and inspection by and with approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Agreement, notwithstanding the City's knowledge of defective or non -complying performance, its substantiality or the ease of its discovery. 2.4 Clean Up. At any time ordered by the City and immediately after completion of the Work, the Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at its address set forth on the signature block of this Agreement. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit "B," attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit B, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Work have been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after the Work has been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Work does not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Defective or Unauthorized Work. If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. If Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Contractor. GOODS AND SERVICES AGREEMENT - 2 - 9/2017 ` CITY OF CITY HALL ,��...., Federal Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www atyoffederatwzay. com 4.4 Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.5 Final Payment: Waiver of Claims. Contractor's acceptance of final payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for final payment is made. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless 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 fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, 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 Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub -contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. GOODS AND SERVICES AGREEMENT - 3 - 9/2017 CITY OF CITY HALL ;.��.. Fe d e ra I Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederaiway com 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; C. Automobile liability insurance covering all owned, non -owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all GOODS AND SERVICES AGREEMENT - 4 - 9/2017 ` CITY OF CITY HALL Federal Way 8th Avenue South Feder Federal Way, WA 98003-6325 (253) 835-7000 vvvwv ciryoffederalway cam funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS. 10.1 Independence. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 10.2 Safety. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296-155 WAC), General Safety and Health Standards (Chapter 296-24 WAC), and General Occupational Health Standards (Chapter 296-62 WAC). Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer, gas, steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Work. The Contractor shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same 10.3 Risk of Work. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor GOODS AND SERVICES AGREEMENT - 5 - 9/2017 CITY OF CITY HALL S*,� Federa I Way Feder 8th Avenue South Federal Way; WA 98003-6325 (253) 835-7000 www cityoffederalway com or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non -assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all GOODS AND SERVICES AGREEMENT - 6 - 9/2017 ` CITY OF CITY HALL ,�,.r..�.. Federal Way Feder 8th Aye A South Federal Way, WA 98003-6325 (253) 835-7000 w ww cltyoffederalway com other remedies available to the City at law, in equity or by statute. The failure of the City 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. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document: All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] GOODS AND SERVICES AGREEMENT - 7 - 9/2017 CITY OF CITY HALL Fe d e ra 1 Way Feder l Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoN?deratway. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: DATE: SYl Printed Name: �,; `��I�Sk: n S Title:f-- DATE: 3 -- / S --/ 6 ATTEST: St a ie Courtney, CM , Ci Clerk APPROVED AS TO FORM: -3� (^4 J. Ryan Call, City Attorney PICK APPROPRIATE NOTARY AND DELETE THE OTHER ONE: Corporate: STATE OF WASHINGTON ) ss. COUNTY OF Pre N .- �w, i i NJ► i0ve�� _� 2 _� g70-19-�9-e AZ '44li,i01,WAS%" On this day personally appeared before me ?d k-; l Q-e Sk j h S to me known to be the Prls, & yi- of Sg6-jy m S 4i�i( PL)bi i G So f e-}mot , I n C , that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this 154"day of 03 rC h , 201. Notary's signature Notary's printed name , A Notary Public in and for the State of Washington. My commission expires GOODS AND SERVICES AGREEMENT - 8 - 9/2017 CITY OF CITY HALL ** . Feder 8th Avenue South Federal Way, WA 98003-6325 Fed ra l Way (253) 835-7000 www cityoffederalway. com EXHIBIT "A" SERVICES The Contractor shall do or provide the following: Installation and repair of vehicle police equipment including, but not limited to lighting, push bumpers, computer mounting system, power management devices, console, prisoner or canine containment cages, siren system, radio communication systems (does not include software programming), opticom, Rocket or equivalent data transfer WiFi system, and any in -vehicle accessories needed. City of Federal Way desires to allow other governmental agencies to enter into Interlocal Purchase Agreements as per PCS 39.34 so that other agencies can purchase under this agreement. Contractor agrees to sell additional items at the contract price, terms, and conditions to other governmental agencies until further notice. City of Federal Way accepts no responsibility for the payment of the purchase price by other governmental agencies. RCW 39.34 GCY)TTR ANT) CF.R VTCFC ACTR F.FMFNT - A - 9/7(117 ` CITY OF CITY HALL Federal Way Feder l Avenue South Federal Way,. WA 98003-6325 (253) 835-7000 4vww, cityoffedefaiway. com EXHIBIT "B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Nine Hundred Thousand and NO/100 Dollars ($900,000.00). 2. Method of Compensation: Parts supplied shall not exceed 30% markup, nor exceed state contract pricing. Hourly rate: In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below: $85.00 per hour for troubleshooting, repair, and installation. At the service provider's option, the cost of labor shall increase up to 3% per annum. C:(MOT)C ANT) RF.RVTC FR ACTRFF.MFNT - 10 - A/7nl7