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AG 16-075I I RETURN TO: L i u) D 6� 1. EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: POLICE DEPARTMENT 2. ORIGINATING STAFF PERSON: LYNETTE ALLEN 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E ❑ PUBLIC WORKS CONTRACT X PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER EXT: 6701 3. DATE REQ. BY: ASAP .G., RFB, RFP, RFQ) ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: SERVICES AGREEMENT FOR THE COMMONS AT FEDERAL WAY POLICE SERVICES 6. NAME OF CONTRACTOR: COMMONS MALL ADDRESS: 1928 S. COMMONS SurrE B, FEDERAL WAY, WA 98003 TELEPHONE 253- 839 -6156 E- MAIL: JIM.YODER(a,STEADFASTCO.COM FAX: SIGNATURE NAME: DINESH DAVAR TITLE MANAGER 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: JANUARY 1, 2016 COMPLETION DATE: DECEMBER 31, 2016 *15'6,052 611-u 9. TOTAL COMPENSATION (INCLUDE EXPENSE AND BALE AX, 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. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER X DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ANDY HWANG eII '• COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DATE S GN D ❑ LAW DEPARTMENT GlISTGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: - 1 � AG DATE SENT: 051410 CITY Of ''. Federal Way CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063 -9718 (253) 835-7000 www cityof ederatway com SERVICES AGREEMENT FOR THE COMMONS AT FEDERAL WAY POLICE SERVICES This Professional Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Commons Mall, LLC, a Delaware limited liability company ( "Owner "), owner of the Commons at Federal Way ( "Property "). The City and Owner (together "Parties ") are located and do business at the below addresses: COMMONS MALL, LLC: 1928 S. Commons Suite B Federal Way, WA 98003 253 -275 -6090 (telephone) Jim.Yoder@steadfastco.com The Parties agree as follows: CITY OF FEDERAL WAY: Andy Hwang, Chief of Police 33325 8th Ave S Federal Way, WA 98063 -9718 (253) 253 -835 -6701 (telephone) (253) 253- 835 -6739 (facsimile) Lynette.allen@cityoffederalway.com 1. SERVICES. The 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, 2016. 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 other 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, 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 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 Indemnification. 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, 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 SERVICES AGREEMENT - 1 - Federal l Way CITY HALL 33325 8th Avenue South PO Box 9718 Federal Way, WA 98083 -9718 (253) 835 -7000 v iaryoFfodarahwaycorn 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 occurring 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 the City with 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 expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 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 termination. 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 CONTRATOR. The Parties intend that the City shall 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 obligated 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 P;OVISIONS. 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 Exhibits 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 Assignment 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. 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. SERVICES AGREEMENT 2 cJTY OF Federal Way CITY HALL 33325 8th Avenue South • PO Box 9718 Faders; Way, WA 98063 -9718 (253) 835 -7000 www cityoffederalwey. com 9.3 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a. factor. 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 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 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 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 bylaw; 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 maybe 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. Ali 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] SERVICES AGREEMENT - 3 - onn of ... Federal Way CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063 -9718 (253) 835 -70D0 www.ciiyoffedemiway.com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. DATE: 5/11//6 coMrYle' s 0 By Printed Name: Title: %4A17 DATE: RR V 17, 10ik STATE OF WASHINGTO ) COUNTY OF �) ATTEST: APPROVED AS TO FORM: 17/Amy Jo Pearsall, City Attorney v/ On this day personally appeared before, me , to me known to be the of 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 stat he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said co oration. GIVEN my hand and official seal this day of , 200_. Notary's signature Notary's printed name Notary Public in and for the State of Washington. My commission expires SERVICES AGREEMENT - 4 - CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT A NOTARY PUBLIC OR OTHER OFFICER COMPLETING THIS CERTIFICATE VERIFIES ONLY THE IDENTITY OF THE INDIVIDUAL WHO SIGNED THE DOCUMENT TO WHICH THIS CERTIFICATE IS ATTACHED, AND NOT THE TRUTHFULNESS, ACCURACY, OR VALIDITY OF THAT DOCUMENT State of CALIFORNIA County of ORANGE On May 17, 2016, 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(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies); and that by his/her/their signature(e) on the instrument the persons or the entity upon behalf of which the person(e) 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. Signature MARIA E. HOWARTH Commission .0 2036665 Notary Public - California Oranga County Coot Ex SIP L 2017 EXHIBIT "A" SERVICES CITY HALL 33325 8th Avenue South • Pd Box 9718 Federal Way, WA 98063 -9718 (253) 835 -7000 Kwaw CNyoffederalwiy com 1. 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. 2. 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 st►ategies. 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. 3. 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. 4. 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. 5. 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. 6. 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 - EXHIBIT `B" COMPENSATION CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063 -9718 (253) 835 -7000 iuw• crryofle4eraiway tom In 2016, the City will provide Contract Officers for a total of ten (10) 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. The total cost of 100 shift-hours per week of the assigned Contract Officers for 2016 is Three Hundred Seventeen Thousand Three Hundred Four and no /100 Dollars ($317,304.00). The Owner will pay half of this cost, totaling One Hundred Fifty -Eight Thousand Six Hundred Fifty -Two and no /100 Dollars ($158,652) in monthly installments. SERVICES AGREEMENT - 6 - Steve Arbuthnot From: Charles Sullivan <Charles.Sullivan @TCAFW.com> Sent: Wednesday, May 18, 2016 2:17 PM To: Steve Arbuthnot Subject: RE: Contract Attachments: STCAFW_Copi16051814170.pdf Steve, Since we are correcting the first page I noticed a couple more corrections that need to be made. Please see attached. If your legal team is okay with this just make the modifications and attached it to the original agreements. Let me know if you have any questions. Thanks Charles R Sullivan, CSM General Manager The Commons at Federal Way 1928 -B S Commons Federal Way, WA 98003 tel 253 -2 75 -6090 fax 253 - 946 -1413 www. shopthecommonsmall.com NOTICE: The information contained in this communication and any attachments hereto are intended solely for the use of the individual or entity to whom it is addressed and others authorized to receive it. It may contain confidential or legally privileged information. If you are not the intended recipient, you are hereby notified that any disclosure, copying, distribution or taking any action in reliance on the contents of this information is strictly prohibited and may be unlawful. If you have received this communication in error, please notify the sender immediately at 253.275 -6090. From: Steve Arbuthnot [ma i Ito : Steve .Arbuthnot @cityoffederalway.com] Sent: Wednesday, May 18, 2016 2:06 PM To: Charles Sullivan Subject: Contract Hi Charles, We received the signed contract back. Our legal department has requested your permission to substitute a clean page one with the changes to your name (Commons Mall, LLC instead of Steadfast Commons II). The changes were made in the first paragraph and information box only. I have attached the copy that we would like to replace. If it is ok with you, please respond to this email with your approval and we will attach it to the contract. Thank you, Steve Arbuthnot Commander Federal Way Police 1 CITY OF Federal Way CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063 -9718 (253) 835 -7000 www.cityoffecieraIww.com SERVICES AGREEMENT FOR THE COMMONS AT FEDERAL WAY POLICE SERVICES This Professional Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Commons Mall, LLC, a Delaware limited liability company ( "Owner "), owner of the Commons at Federal Way ( "Property"). The City and Owner (together "Parties ") are located and do business at the below addresses: COMMONS MALL, LLC: 1928 S. Commons Suite B Federal Way, WA 98003 253 - 839.,6156 (telephone) 0 Jim. YoderW steadfastco. com The Parties agree as follows: CITY OF FEDERAL WAY: Andy Hwang, Chief of Police 33325 8th Ave S Federal Way, WA 98063 -9718 (253) 253 -835 -6701 (telephone) (253) 253 -835 -6739 (facsimile) Lynette.allen@cityoffederalway.com 1. SERVICES. The 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' , 2016. 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 other Party defaults or materially breaches the Agreement. 4. COMPENSATION. In return for the Services, the Owner shall pay the City fiftypercent 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, 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 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 Indemnification. 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, 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 SERVICES AGREEMENT -1- UT Of FeY der i Yay CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063 -9718 (253) 835 -7070 www crtyotfederahvay.. com SERVICES AGREEMENT FOR THE COMMONS AT FEDERAL WAY POLICE SERVICES 6 Dw1/44-bids-t--y1/41-1,.- This Professional Services Agreement ("*greement")-is wade municipal corporation ( "City"), and , a Delaware limited liability c owner of the Commons at Federal Way ( "Property"). The City and Owner (together "Parties ") business at the below addresses: , a Washington pany ( "Owner "), located and do 1928 S. Commons Su te'B Federal Way, WA 98003 253 -839 -6156 (telephone) I3111% NOD ER OJ STEADFASTeo OM .x catz@steadfastcompanie,s.cem CITY OF FEDERAL WAY: Andy Hwang, Chief of Police 33325 8th Aver._ . Federal Way, WA 98063 -9718 (253) 253 -835 -6701 (telephone) (253)-253-83-5-67-39 (facsimile) Lynette.allen@cityoffederalway.com The Parties agree as fellows. 1. SERVICES. The 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 1t, 2016. 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 other 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, 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 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 Indemnification. 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, 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 SERVICES AGREEMENT - 1 -