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AG 11-209RETURN TO: CITY OF FEDERAL WAY LA`1V DEPARTMENT REQUEST FOR CONTRACT PREPARATION/DOCUMENT REVIEW/SIGNATURE ROUTING SLIP ORIGINATING DEPT./DIV: PoL 1( - �(� /V //�� LC � SL`/� ���L� S ORIGINATING STAFF PERSON: �. ��D�� EXT: ��� 7 3. DATE REQ. BY: `! Q// TYPE OF DOCUMENT REQUESTED (CHECK ONE) �.PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE/LABORAGREEMENT ❑ PUBLIC WORKS CONTRACT ❑ SMALL PUBLIC WORKS CONTRACT (LESS THAN $200,000) ❑ PURCHASE AGREEMENT� (MATERIALS, SUPPLIES, EQUIPMENT) ❑ REAL ESTATE DOCUMENT O SECURITY DOCUMENT (E.c. AcxEEMENT & PERF/MAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ CONTRACT AMENDMENT o CDBG AG#: O OTHER 5. PROJECT NAME: V E� V I L� (;, ff E�i�� ��JiJ�`/rJ r�G� ��{E" �(�/� �-jG N.S ��!'`C� C/e S 6. NAME OF CONTRACTOR: ���<��"� � fIJ]Z�' �, ADDRESS: TELEPHONE SIGNATURE NAME: TITLE 7. ATTACH ALL EXHIBITS AND CHECK BOXES ❑ SCOPE OF SERVICES ❑ ALL EXHIBITS REFERENCED IN DOCUMENT ❑ INSURANCE CERTIFICATE � DOCUMENT AUTHORIZING SIGNATURE 8. TERM: COMMENCEMENT DATE: 2 COMPLETION DATE:_J I I'��_�_ 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: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: � CONTRACTOR � CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. CONTR,�CT REVIEw INITIAL/DATE APPROVED INITIAL/DATE APPROVED � PROJECT MANAGER 9 / [�DIRECTOR A�.x,�,�....✓s r �. i� ❑ RISK MANAGEMENT (tF �PttC.�LE) ❑ LAW i l. CONTRACT SIGNATURE ROUTING O LAW DEPARTMENT O R �I1A�p � 1� CITY CLERK � SIGN COPY BACK TO ORGINATING DEPT, � ASSIGNED AG# `'^ �� _ COMMENTS 1 9�/ � INITIAL/DATE APPROVED P I� - -i� 12• 2� • t t �--- INITIAL/DATE APPROVED o�i05 ` CITY OF CITY HALL � Fe d e ra I Way 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253� 835-7000 �a�rvv crryo�federalavay com SERVICES AGREEMENT FOR THE COMMONS AT FEDERAL WAY POLICE SERVICES This Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corpora.tion ("City"), and Steadfast Commons II, LLC, a Delaware limited liability company ("Owner"), owner of the Commons at Federal Way ("Property"). T'he City and Owner (together "Parties") aze located and do business at the below addresses: STEADFAST COMMONS li, LLC: Lisa Whitney 1928 S. Commons Suite B Federad Way, WA 98003 253-839-6156 (telephone) Iwhitney@steadfastcompanies. com CITY OF FEDERAL WAY: Brian Wilson, Chief of Podice 33325 8�' Ave S P.O. Box 9718 Federal Way, WA 98063-9718 (253) 253-835-6701(telephone) (253) 253-835-6739 (facsimile) The Parties agree as follows: com 1. SERVICES. T'he City shall perform the services more specifically described in Exhibit "A", attached hereto and incorporated by this reference ("Services"). 2, TERM. The term of this Agreement shall be for one year commencing on January 1 St , 2012. 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 set forth at the beginning of this Agreement. Either Party may terminate this Agreement immediately if the oth�r Party defaults or materially breaches the Agreement. 4. COMPENSATION. In return for the Services, the Owner shall pay the City fifty percent of the cost of the salaries and benefits of each officer assigned to the Property for the time periods that they are assigned there. The numbers of hours and total rate shall be as set forth in Exhibit "B" attached hereto and incorporated by this reference ("Compensation"). The City shall invoice and the Owner shall remit one twelfth of the total yearly compensation on a monthly basis. From time to time the Parties shall agree on any adjustment in rates. 5. INDEMNIFICATION. 5.1 Owner Indemnification. The Owner agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, pena(ties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, (icensees, or representatives; arising from, resulting from, or in connection with this Agreement or the performance of this Agreement to the extent caused by the negligent or intentional acts, errors, or omissions of the Owner, except for that portion of the claims caused by the City's sole negligent or intentional acts, errors, or omissions. 5.2 City [ndemnification. The City agrees to release, indemnify, defend and hold the Owner, its officers, directors, shareholders, partners, employees, agents, and representatives harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, darr�ages, iiabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and a!1 persons or SERVICES AGREEMENT - 1 - CITY OF �, Federal CITY HALL W �� 33325 Sth Avenue South • PO Box 9718 Federal Way. VVA 98063-9718 (253)835-7000 �vww atyoffederafway: com 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 or intentional acts, errors, or omissions of the City, except for that portion of the claims caused by the Owner's sole negligent or intentional acts, errors, or omissions. 5.3 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occuning prior to such expiration or termination. 6. INSURANCE. The City agrees to carry as a minimum general liability insurance in the amount of at least $1,000,000 single limit and $2,000,000 aggregate, which includes property liability. City shall provide certificates of insurance, concurrent with the execution of this Agreement, evidencing such coverage and, at Owner's request, furnish copies of all insurance policies and with,evidence of payment of premiums or fees of such policies. The provisions of this Section shall survive the expira.tion or termination of this Agreement with respect to any event occurring prior to such expiration or termination. Alternatively, the City may provide evidence of self insurance which shall constitute compliance with this section. 7. CONFIDENTIALITY. All information regarding the City obtained by Owner in performance of this Agreement shall be considered confidential. Breach of confidentiality by the Owner will be grounds for immediate tertnination. If the City notifies the Owner of a public disclosure request, and the Owner believes records are exempt from disclosure, it is the Owner's responsibility to make determination and pursue a lawsuit under RCW 42.56.540 to enjoin disclosure. The Owner must obtain the injunction and serve it on the City before the close of business on the tenth business day after the City sent notification to the Owner. It is the Owner's discretionary decision whether to file the lawsuit. If the Owner does not timely obtain and serve an injunction, the Owner is deemed to have authorized releasing the record. If the City has notified the Owner of a public disclosure request, and the Owner has not obtained an injunction and served the CiTy with that injunction by the close of business on the tenth business day after the City sent notice, the City will then disclose the record unless it makes an independent determination that the record is exempt from disclosure. Notwithstanding the above, the Owner must not take any action that would affect (a) the City's ability to use goods and services provided under this Agreement or (b) the Owner obligations under this Agreement. The Owner will fully cooperate with the City in identifying and assembling records in case of any public disclosure request. 8, INDEPENDENT CONTRACTOR. The Parties intend that the City sha(I be an independent Contractor and that the City has the ability to control and direct the performance and details of its work, the Owner being interested only in the results obtained under this Agreement. The Owner shall be neither liable nor ob(igated to pay City sick leave, vacation pay or any other benefit of employment, nor to pay any social security or other tax which may arise as an incident of employment. 9. GENERAL PROVISIONS. 9.1 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 of the E�tibits to this Agreement conflict with any language contained 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. 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. 9.2 Assi�nment and Beneficiaries. Neither the Owner 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. lf the non 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 SERVICES AGREEMENT - 2 - CITY OF �, Federal CITY HALL W� 33325 8th Avenue South • PO Box 9718 Y Federal Way VVA 98063-9718 (253)835-7000 www ciryolfederahvay� com 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. 9.3 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. My notices required to be given by the Parties shail be detivered 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 other remedies available at law, in equity or by statute. The failure of a Party 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 a Party to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of a Party 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 A�reement, 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 either Party brin�s any claim or (awsuit arising from this Agreement, each Party shall pay all its le�al 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, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 9.4 Execution. Each individual executing this Agreement on behalf of the City and Owner represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the Owner or the City. 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" hereo£ [Signature pa�e foliows] SERVICES AGREEMENT - 3 - c�rr or �;. Fed+erat �CITY H,a.�_ s i r�� '3325 f�ti +�venue 5auth � P� B�>: �718 ;; V ��dKa� ;va� '. �A 9�oss-�T t a ��, ��s-�c� Iw 5�W i#r jri I�r.+:1tik3�tt-:h' tCY'I IN �iVi't1`+�ESS, th.e Parties execute this Agreemerit below, effectiv� th� last aate wribten below. +CTTY Q�F FEDERAL WAY By: Skip Ptiest, Mayor DATE: St�adfast Commons II, LLC, a Delaware limited liability company �Y: Beacon lunited : Dinesh � Manager LLC, a Delaware �y, its Man�ger STA'TE OF �JASHiNGT4N } ) ss, CO��Y t�f _� ATT'EST: � Clerk, Caroi McNeilly, � •�•1 M � � 1' �. s � /� . .:�,� , . ���� _ . .,,��!, .�;, ,.,,r; On this day per�n,ally appear�d before me , bo �e knowr� to be th� Q g �hat exe+�uted t�e foregoiug instrument, and acknowtcdged the said inst�um�nt to be the frse end vo�untary �et and deed of said car�ar�atio�, f�r the �es and ptxtp�ose� therein menitianed, and an aath stated thai helsh� was authorized to execute said instFUment and tlaat the s�al a�xed, if any, i� thc corporate se�l af said corparation. GIVEN my hand and afli�ial scal this day af „� , 2012�, Natacy's s�gnature I�+iatary`s printed name Notary Public in and for the Statc af Weshingtvn. Iwiy comrnissian eacpir+es ��RViCES AGRE�MENT - d - ' CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT State of CALIFORNIA) County of ORANGE ) ss On December 13, 2011, before me, Maria E. Howarth, Notary Public, personally appeared Dinesh Davar, who proved to me on the basis of satisfactory evidence to be the person{s} whose name{-�} is�e subscribed to the within instrument and acknowledged to me that he�:�ek�e� executed the same in his/��ei� authorized capacity{-�e�s}; and that by his�� signature� on the instrument the person(� or the entity upon behalf of which the personFs} acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seaL ,� MARIA E t�ow� + COmn�is�loe I t!� Mot�l PrONc - Cdifen�h _ �� C� �__ _.„,�_ _ _ .�`� ,�THa��v�:►; � ;��r, ^ ° � C�s0�9t M nolx�irt�rac� � � r�naN�i� - �IOu9 �±nloM � Wn��O _ Et � .naao� CITY OF � Federai CITY HALL way 33325 8th Avenue South * PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 www cityolfe.deralway com EXHIBIT "A" SERVICES 1. 2. 3. 4 � The City will provide to the Property three (3) full time, experienced police officers ("Contract Officers") to provide security (in addition to other policy duties) for the Property, its businesses, tenants, and customers. The Contract Officers will work in conjunction with private security or other police agency representatives employed by the Owner at the Property or any of the Property`s. stores or tenants. Contract officers will combine foot patrol and vehicle patrol of the Property, including its parking lot and perimeter, with office, booth, or kiosk fixed positions to provide security, visibility, and police services. Contract Officers will lose no benefits, assignment, training, or promotional opportunities due to the Agreement. Contract Officers will be assigned in one (1) year increments, but may be rotated to address City needs or Owner interests. The Property will be considered by the City as a mini-beat within the general geographical dispersal structure of the City, placing it as a section within a regular beat. The regular beat officer, in which the Property mini-beat exists, will provide presences and response capabilities consistent with general beat management strategies. The Property's coverage by the regular beat officer will not be reduced by the presence of the Contract Officers or by the use of other police agency representatives or private security staff or agency representatives in the Property or in individual stores. All supplemental police services will remain unaffected by the coverage provided for in this Agreement. During assigned periods, the Contract Officers will respond to police or public safety incidents. If the matter can be resolved by the Contract Officers expediently, no general assignment or specialized assignment officers will need to respond. If needed, as determined by the City, other officers will be dispatched as in the resolution of any similar matter through the City. If the incident requires extended investigation or follow-up investigation away from the Property, or prisoner transportation general assignment officers will relieve the Contractor Officers to allow them to resume the Contract Officer duties as soon as practical. The City will retain control over the Contract Officers and the Contract Officers will work under the general and direct supervision of the Federal Way Police Department and the City. The Contract Officers will work in a full duty status while on duty as in any Police Department duty assignment, and will adhere to departmental policies and procedures. Contract Officers will be in uniform during duty hours and will be provided with regularly used police equipment including vehicles and radios. The City may at its option also provide bicycles, computers, or other equipment. The Owner may provide office space, a public access kiosk, or other facilities. Property Management may coordinate the security efforts of the Contract Officers on a day-to-day basis, consistent with City policy, to assure continuity, coverage, and coordination of efforts; provided that in the event of a conflict between any direction from the Owner or its agents and the City, the City direction shall controL Contract Officer absences due to illness, time off, or training will be replaced by general assignment police officers, to maintain a continuity of coverage, when the absence will result in no Contract Officer being on duty at the Commons Mall for that day. The number of shifts shall be set in Exhibit B Compensation, and may be reduced based on the level of compensation actually provided to the City. Specific hours of coverage will be established by the City in conjunction with the Property management. SERVICES AGREEMENT - 5 - CITY OF �,... Federal CITY HALL W �� 33325 8th Avenue South • PO Box 9718 Federal Way. WA 98063-9718 (253 j 835-7000 �wvw ciryoffederalwt�y com EXHIBIT "B" COMPENSATION In 2012 the City will provide the Contract Officers for a total of eleven (11) ten-hour shifts per week. The actual days of the week and hours will be agreed upon by the Owner and the City based on the needs of both parties. Below is a sample schedule: Officer A: Sunday through Wednesday, 10:00 am to 8:00 pm Officer B: Friday through Monday, 11:00 am to 9:00 pm Officer C: Thursday through Saturday, 12:30 pm to 10:30 pm This schedule is subject to change based on the needs of the Owner and the City. The City reserves the right to adjust the schedule for the purposes of training, vacation, and other types of leave providing that the impact to the Owner is inconsequential. The 2012 rate (50% of the cost to the City) for this coverage is a total of One Hundred and Forty Eight Thousand, Two Hundred and Thirty Two and 70/100 Dollars ($148,232.70) per year or Twelve Thousand, Three Hundred and Fifty Two and 73/100 Dollars ($12,352.73) per month. SERVICES AGREEMENT - 6 - COUNCIL MEETING DATE: November 15, 2011 CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL SUBdECT: Services Agreement for The Commons at Federal Way Police Services POLICY QUESTION Should the Ciry of Federad Way / Police Depurtment adlow ratification of the Service Agreement between the City Of Federal Way and Steadfast Commons Il, LLC for police services at The Commons at Federal Way for the term on January 1, 2012 to December 31, 2012? ITEM #:�� COMMITTEE Parks, Recreation, Human Services and Public Safety Council Committee - (PRHS&PS) CATEGORY: � Consent ❑ City. Council Business ■. ■ Ordinance Resolution MEETING DATE: November 8, 2011 ❑ Public Hearing ❑ Other STAFF REPORT BY: Sandy Tudor Lieutenant DEPT: Police �_._...... ..�....._ ..............._................_....�....._.��__._.._.......................�..........._.................�..__.............._...._..._.........�..��._.._....._...._._...... _.................._.....__.._......................____..._........_........_.._......._._.._----._....__..__�..._._......._._........._................_............_..._.......... ........... Attachments: l. PRHS&PS Memo 2. The Commons at Federal Way Police Service Agreement Options Considered: 1. Ratify the Agreement 2. Reject the Agreement MAYOR'S RECOMMENDATION: Option 1. MAYOR APPROVAL: ����/ ,!�� DIRECTOR APPROVAL: �tinl�'n ���d�/ivl� .L� �..t��-+� Committee Coun Convnittee Council COMMITTEE RECOMMENDATION I move to forward the proposed Agreement to the November 1 S 2011 consent agenda for approval. _ � � . � :�:....� �� ; � � Committee Chair�--� ` Committee Member � PROPOSED COUNCIL MOTION: "I move approval of the Commons at Federal Way Agreement, eff'ective January 1, 2012 through December 31, 2012 with a total compensation of $148,232.70 and authorize the Mayor to sign said agreement. " (BELOW TO BE COMPLETED BY C/TY CLBRKS OFFIC�') COU]VCIL ACTION: � APPROVED COUNCIL BILL # ❑ DENIED 1� reading ❑ TA$LED/DEFERI2ED/NO ACTION Enactment reading ❑ MOVED TO SECOND READIIYG (ordinances only) ORDINAIVCE # REVISED — O8/12/2010 RESOLUTIOIV # �� CITY OF FEDERAL WAY CITY COUNCIL COMMITTEE STAFF REPORT DATE: November 8, 2011 TO: Parks, Recreation, Human Services and Public Safety Council Committee VIA: Skip Priest, Mayor FROM: Brian J. Wilson, Chief of Police SUBJECT: Acceptance of the Services Agreement Between the City of Federal Way and Steadfast Commons II, LLC, owner of the Commons at Federal Way. Background Officers who aze assigned to work at the Commons Mall are commissioned police officers providing full law enforcement and security services for the Commons Mall property. The Mall Resource Officers pmvide the opportunity for increased safety and security for patrons and businesses which enhances the environment for greater commerce, increases public perception of safety, and broadens our outreach and visibility in the community. The original Commons Mall agreement was signed in 1999 and has been renewed by both parties each year since then. The term of this Services Agreement is for one year, commencing January 1, 2012. It sha11 come up for renewal again in 2013. This agreement has been reviewed and approved by the legal departments of both parties and is ready for final signatures.