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AG 08-122 - Safe City I I I RFTTTRN TO' 1. 2. 4. RETURN TO: CITY OF FEDERAL WAY LAW DEPARTMENT REQUEST FOR CONTRACT PREPARATION/DOCUMENT REVIEW/SIGNATURE ROUTING SLIP ORIGINATINGDEPT./DIV: ~l C\ VI I ORIGINATING STAFF PERSON :l:P.mv1 \A)l1l \ S TYPE OF DOCUMENT REQUESTED (CHECK ONE) XPROFESSIONAL SERVICE AGREEMENT o MAINTENANCE/LABOR AGREEMENT o PUBLIC WORKS CONTRACT o SMALL PUBLIC WORKS CONTRACT (LESS THAN $200,000) o PURCHASE AGREEMENT) (MATERIALS, SUPPLIES, EQUIPMENT) o REAL ESTATE DOCUMENT EXT: '2..Sto'l. 3. DATE REQ. BY: o SECURITY DOCUMENT (E.G. AGREEMENT & PERF/MAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) o CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) o CONTRACT AMENDMENT AG#: o CDBG o OTHER 5. PROJECT NAME: ~~ (\-\\.') ~'t'O~.WLQ.v\T 6. NAME OF CONTRACTOR: S::ttt C.\ t j 1 RdJ){t~ \AkA '-I ADDRESS: 1 I TELEPHONE SIGNATURE NAME:"l'Om ~e..r'ScV'\ TITLE 7. ATTACH ALL EXHIBITS AND CHECK BOXES 0 SCOPE OF SERVICES 0 ALL EXHIBITS REFERENCED IN DOCUMENT o INSURANCE CERTIFICATE 0 DOCUMENT AUTHORIZING SIGNATURE 8. TERM: COMMENCEMENTDATE:~6~ COMPLETION DATE: LLp'N1 ~.IV1f1..~ 9. TOTAL COMPENSATION $ (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 0 YES 0 NO IF YES, $ PAID BY: 0 CONTRACTOR 0 CITY o PURCHASING: PLEASE CHARGE TO: 11. CONTRACT SIGNATURE ROUTING o LAW DEPARTMENT o CITY MANAGER Y6' CITY CLERK o SIGN COPY BACK TO ORGINATING DEPT. o ASSIGNED AG# 00.. 122- 10. CONTRACT REVIEW o PROJECT MANAGER o DIRECTOR o RISK MANAGEMENT (IF APPLICABLE) o LAW INITIAL/DATE APPROVED INITIAL/DATE APPROVED INITIAL/DATE APPROVED INITIAL/DATE APPROVED ~ ~ . Federal Way [-I:r~l~'j':)=I~_ enhancing community pro.perity Tom Pierson., CEO. Federal Way Chamber of Commerce COMMENTS 07/05 Founding Member: South Sound Chamber tegi.loti..... Coalition Phone: (253) 838-2605 ex!. 105 Fax: (253) 661-9050 lomp@federalwaychamber.com www.federalwaychamber.com ._.....,..__._..<L__._...~.....,_..__......,.... .__ ~ AGREEMENT BETWEEN THE CITY OF FEDERAL WAY AND SAFE CITY FEDERAL WAY This Agreement ("Agreement") is entered into by and between the City of Federal Way, a Washington municipal corporation ("City"), and the Safe City Federal Way, an IRC 501(c)(3) nonprofit corporation ("SCFW"). The City and the SCFW shall collectively be referred to as the "Parties". WHEREAS, the Parties desire to enter into an agreement, whereby the City and SCFW agree to each undertake tasks related to a SafeCity Program ("Program"), which will consist of, including but not limited to, certain financing, installation, maintenance, and use of a system ("System") which includes a network of wired and wireless video surveillance equipment ("Equipment") within the City of Federal Way in locations shown in Exhibit "A", can be monitored in real time by the City of Federal Way and/or authorized SCFW personnel to deter and investigate criminal activities, respond to emergencies, and maintain traffic safety; and WHEREAS, the Parties intend that SCFW will finance the Program and own, and maintain the Equipment and the City of Federal Way will use and operate the System, and will provide financial support to the Program. 1. PURPOSE. The purpose of the Agreement is to create a cooperative arrangement between the Parties to fund, create, operate, and administer the Program, while providing use of the System by the City to deter and investigate criminal activities, respond to emergencies, and maintain traffic safety. The Equipment shall initially be installed at or in the general proximity oflocations pursuant to Exhibit "A", but may be thereafter relocated, modified, or expanded as agreed in writing by the parties. 2. TERM. The initial term of this Agreement shall be in force for a period of five (5) years unless terminated pursuant to section 6 of this agreement. The agreement shall be automatically renewed for subsequent 10 year periods unless terminated pursuant to section 6 of this Agreement. 3. DUTIES AND RESPONSIBILITIES. 3.1 SCFW's Duties: 1) SCFW will work with businesses and property owners to obtain easements and agreements for the installation of Equipment, access for maintenance and use, and provision of power at locations agreed between SCFW and the City of Federal Way as appropriate equipment locations on private property at the sole cost of SCFW. 1 AGREEMENT BETWEEN THE CITY OF FEDERAL WAY AND SAFE CITY FEDERAL WAY 2) SCFW will be responsible for the installation and maintenance of the Equipment. It is anticipated that SCFW will execute contracts with Lensec to accomplish these responsibilities pursuant to the requirements of its financing through the Target Corporation. 3) SCFW grants to the City of Federal Way full access and use of the Equipment and the System. 4) SCFW will recruit participants from local business and individuals who will provide ongoing funding for the Program. 5) SCFW will maintain a web site/portal to provide information and communication regarding the Program to the public and to SCFW participants. 6) SCFW will insure the system maintains 95% operability per year. 7) SCFW will provide a written annual report to the City outlining its Program, membership, and financial operations. 3.2 City's Duties: 1) The City will provide a location to house the hub of the System and for its personnel to monitor and use the System. The City will store images as needed in its sole discretion. 2) The City will maintain the portion of the System housed in its premises and provide general technical assistance for the System's wireless and camera network. The City's assistance is not in-lieu of any support service agreement offered by Equipment vendor. 3) The City will assist with obtaining necessary permits for the System. 4) The City will provide electrical installation services for the provision of power to the Equipment, cost to be reimbursed by SCFW. 5) The City will coordinate signing of the SafeCity Zone, with cost to be reimbursed by SCFW. 6) The City grants SCFW the right to use City Right-of- Way for the installation, maintenance, and operation of the System. 7) The City grants SCFW the right to use any City owned equipment identified by the Parties as part of the Equipment. 8) The City grants SCFW the right to use its 4.9 GHz wireless license as a part of the System. 9) The City grants SCFW the right to jointly exercise its rights to install, maintain, and operate Equipment under its easements or agreements with United Properties LLC and J+Y Investments LLC. 4 COMPENSATION/FINANCING. 4.1 SCFW will use funds obtained from the Target Corporation to provide for the installation and maintenance of the System. SCFW will be solely responsible for administering and funding of ongoing expenses of the Program, including repairs, maintenance, and expansion of the System, through contributions from participating entities. 2 AGREEMENT BETWEEN THE CITY OF FEDERAL WAY AND SAFE CITY FEDERAL WAY 4.2 The City agrees to provide funds to be used for the installation of the System, including the cost for the provision of power and signage as to the agreed locations identified in Exhibit A, in the amount of Two-Hundred and Ten Thousand dollars ($210,000). The initial moneys, net of the City's wiring and signing costs anticipated at $45,000, shall be paid within 30 days of Parties' execution of this Agreement. The City agrees to provide an annual contribution of Thirty Seven Thousand Five Hundred and 001100 Dollars ($37,500.00) to SCFW for the maintenance and technical support of the System and the Equipment and the operation of the Program. The first annual contribution shall be paid within 30 days of Final Acceptance of the System, with subsequent payments made by January 31 sl of each year. 5 TERMINATION 5.1 For Cause: The City may terminate this Agreement if SCFW is in material breach of any terms of this Agreement, and such breach has not been corrected within thirty (30) days from notice of breach. For purposes of this subsection, a material breach is defined as a failure to comply with the duties contained in the paragraphs of this Agreement. 5.2 For Parties' Convenience: Either Party may terminate this Agreement without cause, upon one hundred and eighty (180) days advance written notice. 5.3 Dissolution: This Agreement shall be deemed terminated immediately if SCFW dissolves, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or is wound up or liquidated, voluntarily or otherwise. 5.4 Notice: The City is not required to provide advance notice oftermination. Notwithstanding, the City may issue a termination notice with an effective date later than the termination notice itself. In such case, SCFW shall continue to provide products and services as required by the City until the effective date provided in the termination notice. 5.5 Effects oftermination: In the event of termination of the Agreement, SCFW shall transfer all of the Equipment, all funds designated for the Program, and all of SCFW's other property and assets to the City of Federal Way. Termination shall not alter the obligations of the Parties undertaken prior to termination. 6 ADMINISTRATION AND CONTACT PERSONS. The Parties stipulate that the following persons shall be the administrators of this Agreement and shall be the contact person for their respective jurisdiction. All notices shall be sent in writing to these persons. The parties may change this information at any time by written notice to the other party. 3 AGREEMENT BETWEEN THE CITY OF FEDERAL WAY AND SAFE CITY FEDERAL WAY City of Federal Way: SCFW: Neal Beets City of Federal Way 33325 8th Avenue South P.O. Box 9718 FederalVVay, VVJ\ 98003-9718 Tom Pierson, Chairperson Federal Way Chamber of Commerce Safe City Federal Way P.O. Box 3440 Federal Way, WA 98063 7 INSURANCE. 7.1 SCFW agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating, which is satisfactory to the City: I ) Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; 2) Commercial general liability insurance with combined single limits of liability not less than $1,000,000 for bodily injury, including personal injury or death, products liability and property damage. 7.2 The City shall be named as additional insured on all such insurance policies, with the exception of workers' compensation coverage. SCFW shall provide certificates of insurance, concurrent with the execution of this Agreement, evidencing such coverage and, at City's request, furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. All insurance policies shall contain a clause of endorsement providing that they may not be terminated or materially amended during the Term of this Agreement, except after thirty (30) days prior written notice to the City. If SCFW's insurance policies are "claims made" or "claims paid", SCFW shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated. SCFW's failure to maintain such insurance policies shall be grounds for the City's immediate termination of this Agreement. 7.3 The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior t~ such expiration or termination. 8 INDEMNIFICATION. 8.1 SCFW Indemnification. The SCFW agrees to indemnify and hold the City, its elected officials, officers, employees, agents, and volunteers harmless from any and all claims, demands, losses, actions and liabilities (including costs and all attorney fees) 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 or connected with any of the employment agreements contemplated by this Agreement to the extent caused by the negligent acts, errors or omissions of the SCFW, its employees, or agents. 4 AGREEMENT BETWEEN THE CITY OF FEDERAL WAY AND SAFE CITY FEDERAL WAY 8.2 Citv Indemnification. The City agrees to indemnify and hold the SCFW, its elected officials, officers, employees, agents, and volunteers harmless from any and all claims, demands, losses, actions and liabilities (including costs and all attorney fees) 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 caused by the negligent acts, errors or omissions of the City, its employees or agents, 8.3 Survival. The provisions of this Indemnification Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 9 BOOKS AND RECORDS. The records and documents maintained by SCFW with respect to all matters covered by this Agreement shall be subject to audit by the City during the term of this contract and three (3) years after termination. Recordings of surveillance will remain solely in the possession of the City except as required to deter and investigate criminal activities, respond to emergencies, and maintain traffic safety or under the Public Records Act. 10 COMPLIANCE WITH LAWS. Each party accepts responsibility for compliance with federal, state, or 10ca11aws and regulations. 11 NON-DISCRIMINATION. In all contractor services, programs or activities, and all hiring and employment made possible by or resulting from this Agreement, the SCFW shall abide by all federal, state, and local laws prohibiting discrimination. 12 MISCELLANEOUS PROVISIONS. 12.1. Entire Agreement. This Agreement contains all of the agreements of the Parties with respect to any matter covered or mentione~ in this Agreement and no prior agreements shall be effective for any purpose. 12.2. Records. Any of either Party's records related to any matters covered by this Agreement not otherwise privileged shall be subject to inspection, review, and/or audit by either party at the requesting party's sole expense. 12.3. Amendments. No provision of this Agreement may be amended or modified except by written agreement signed by the Parties. 5 AGREEMENT BETWEEN THE CITY OF FEDERAL WAY AND SAFE CITY FEDERAL WAY 12.4. Severability. If one or more of the clauses of this Agreement is found to be unenforceable, illegal, or contrary to public policy, the Agreement will remain in full force and effect except for the clauses that are unenforceable, illegal, or contrary to public policy. 12.5. Assignment. Neither Party 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. 12.6. Successors in Interest. Subject to the foregoing Subsection, 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. 12.7. Dispute Resolution. The Parties should attempt if appropriate use a formal dispute resolution process such as mediation, through an agreed upon mediator and process, if agreement cannot be reached regarding interpretation or implementation of any provision of this Agreement. All costs for mediation services would be divided equally between the Parties. Each jurisdiction would be responsible for the costs of their own legal representation. 12.8. Attornevs' fees. In the event either of the Parties defaults on the performance of any terms ofthis Agreement or either Party places the enforcement of this Agreement in the hands of an attorney, or files a lawsuit, each Party shall pay all its own attorneys' fees, costs and expenses. 12.9. No waiver. Failure of either Party to declare any breach or default immediately upon the occurrence thereof, or delay in taking any action in connection with, shall not waive such breach or default. 12.10. Avplicable Law. Washington law shall govern the interpretation of this Agreement. King County shall be the venue of any arbitration or lawsuit arising out of this Agreement. 12.11. Authoritv. Each individual executing this Agreement on behalf of either Party represents and warrants that such individuals are duly authorized to execute and deliver the Agreement on behalf of such Party. 12.12. Notices. Any notices required to be given by the Parties shall be delivered at the addresses set forth above in Section 6. 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 addresses set forth above in Section 6. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. 12.13. Performance. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. 6 AGREEMENT BETWEEN THE CITY OF FEDERAL WAY AND SAFE CITY FEDERAL WAY 12.14. Equal Opportunity to Draft. The Parties have participated and had an equal opportunity to participate in the drafting of this Agreement. No ambiguity shall be construed against any party upon a claim that that party drafted the ambiguous language. 12.15. Third Party Beneficiaries. 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. 12.16. Counterparts. This Agreement may be executed in one or more 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 WHEREOF, this Agreement is executed as of the date of mutual execution hereof. THE CITY: CITY OF FEDERAL WAY, a Washington municipal corporation: BY:~.~ Its: City- M er Dated this J ~ day of "'!fI- , 2008 ATTEST: ~~ ~c~~ City Clerk, L iIB. , FORM: r~ City Attorney, Patricia A Richardson 7 AGREEMENT BETWEEN THE CITY OF FEDERAL WAY AND SAFE CITY FEDERAL WAY SAFE CITY: SAFE CITY FEDERAL WAY, a nonprofit corporation: By: ~W - ~uthorized Officer Dated this 1E- day of 5e-ple~ ~/, 2008 STATE OF WASHINGTON) ) ss. COUNTY OF .'l" f}1 ) . On this day personally appeared before melbrv.-> .-!J,-e-v ~ov\.) ,tome known to be the Aowi"'&- A\IIJI/"Jic..&e.--.ct: of SAFE CITY FEDERAL WAY 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 ~aid corporation. GIVEN my hand and official seal this /13;fiv day of ,..j--e.pt~y~..e/Y' 200~ - ,~ ~......... N C. HAil.'" ~ ",""'''\\\\\llj''.!t'!11 =- ~~~I;:/:.\ON ~+':~:'~ :: ~~"'olA~ "A~-"'~ - =cs ~ 'T)- "'~ ...: ~ ~(J~ (It~ ~ , ~ _e_ ~ ~ ~,ft ~ ~~~ ~~ ~ ,() v =:: ~ _ ~ U!I\''\ :.L~ - '/, '~' J n ~,,= II ~II ~02~O"",''''''- '1 ~,.... ~..... III 0 1""\\",,,'4.\~'::- IIII1 I: V"A.S'\~.....,~ " 'J1t.L~ ~. f../-r--~..J..-/ f-lcu''1. G, 1+ CI--\.( ~~j.l..-I (typed/printed name of notary) Notary Public in and for the State of Washington. My commission expires ..3! 02./ 07 K: \agreement\Safe Cityagreement 8 AGREEMENT BETWEEN THE CITY OF FEDERAL WAY AND SAFE CITY FEDERAL WAY