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AG 16-083RETURN TO: '.1 ` L) e EXT: 301 9 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM . ORIGINATING DEPT./DIV: C.,/ Y- . . ORIGINATING STAFF PERSON: _c:) _ LAN 7. I EXT: 30 I 3. DATE REQ. BY: TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT XGOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ OjDINANCE CONTRACT AMENDMENT (AG#): J - 083 ❑ OTHER O SMALL OR LIMITED PUBLIC WORKS CONTRACT O MAINTENANCE AGREEMENT O HUMAN SERVICES / CDBG O SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) O RESOLUTION O INTERLOCAL PROJECT NAME: I_61c-0•Ia ( i1}iY•l-,aq,,; 2�r.i,'e_s (J'C,Z 4/t'1 ) NAME OF CONTRACTOR: V,'S+ 1 n � + i� v.-. e ; c� L L C 0 --aha ADDRESS: LI 4'-1 ,Ja a1. ge4, .S rA. # E-MAIL: SZ Vjo; Ina,.t , Co-), SIGNATURE NAME: _3"-,p ke lT a w Q -s NE 611.27 TELEPHONE 9 0.2 - Si? 7- 9 93-0 FAX: 4o .-50 - 13S ( TITLE C1,,. e_k Opz.� 1,'� 0 £{; Le.. - EXHIBITS AND ATTACHMENTS: 0 SCOPE, WORK OR SERVICES a -COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE 0 ALL OTHER REFERENCED EXHIBITS 0 PROOF OF AUTHORITY TO SIGN 0 REQUIRED LICENSES 6, PRIOR CONTRACT/AMENDMENTS TERM: COMMENCEMENT DATE: Za n v a.✓ j 1 2-018 COMPLETION DATE: / Jc v e L w Y J c O a TOTAL COMPENSATION $ CoQuo 71, "+— 14,,,, -Q) 3 ; 4,7 Th.u ,) Zr(INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABORCHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES I -NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 0 YES 4g1.NO IF YES, $ PAID BY: 0 CONTRACTOR 0 CITY RETAINAGE: RETAINAGE AMOUNT: 0 RETAINAGE AGREEMENT (SEE CONTRACT) OR 0 RETAINAGE BOND PROVIDE El -PURCHASING: PLEASE CHARGE TO: 0. DOCUMENT/CONTRACT REVIEW Ier•PROJECT MANAGER "RDIRECTOR O RISK MANAGEMENT (IF APPLICABLE) • LAW 1. COUNCIL APPROVAL (IF APPLICABLE) 0 o 1 — Ikoa - o. -Ste- yI 0 INITIAL / DATE REVIEWED INITIAL/ DATE APPROVED 5r‘i.J 12 - 1- 1 7 /L// // 'I C 171s-1111- COMMITTEE l1`1'(1- COMMITTEE APPROVAL DATE: t`o . COUNCIL APPROVAL DATE: 1114� 2. CQNTRACT SIGNATURE ROUTING SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: O 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.) INITIAL / DATE SIGN D O LA .DEPARTMENT GNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED XYMMENTS: AG# - '0873 A4 - DATE SENT: 01 -041-1B AMENDMENT NO. 1 To GOODS AND SERVICES AGREEMENT E MENT FOR FLEC:"I'R(:)'tiI.C:' At.C'011(1, MONITORING EQUIPMENT PMEN"1 AND l 1. (SC:'RA VI) This Amendment ("Anaetadment No.1") is made between the City of 1'.ederat1 Way, a Washington mut)icipai corporation ("City"), by and through the federal Way Municipal Court ("Court"), and Vigilnet America, Nebraska limited liability company (Contractor"). "1i'he (.'ity and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for SCR.A.M equipment and monitoring services ("Agreement") dated effective June 2, 20116 as follows: 1. AMENDED TERM. The term ot'the Agreement, as referenced by Section 1 ot'the Agreement and any prior amendments thereto, shall he amended and shall continue until the completion of the Services. but in any event no later than November 30, 2022 ("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-1. attached hereto and incorporated by this reference. the Contractor agrees that any hourly or fiat 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 12xhibit, the Contractor shall he solely responsible for the payment of any taxes imposed by any laws it 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 alt 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 !'rage follows] ..31 NATNT)?11MT . t .. 3'201 Fe a IN WITNESS, the Parties execute this Agreement below, effective the last date written below. C ()itER A ., WAY: Jim yor DATE: 3/bNei V1(11,NIET AMERICA, 11C: Printed Name: Qc(,/e Title: 1)A IF STATE OF WASHINGTON ) ) ss COI INTY OF On this day personally appeared before me /4c acknowledged the sad instillment to 1i the free and voluntary and purposes therein mentioned, and on oath stated that helshe affixed, if any, is the corporate seal of Said corporation, '1CIPAL COUR!: David Larson, Presi: •ng Judge DATE: 21 L. (,lerk; Stephanie Courtn ('MC APPROVED AS TO FORM: J. Ryan Can, .:n\Attorney to me known to be the that executed the foregoing instrument, and act and deed of said limited liability company. Ifcm- the usc. was authorized to execute said instrument and that the stal GIVEN my hand and official seal this 1.2„. day of March , OFFICIAL STAMP REBECA B WEBSTER NOTARY PUBL IC -OREGON COMMISSION NO. 964704 MY COMMISSION EXPIRES JULY 19, 2021 Notal).'s signature Notary's printed name PROFESSIONAL SERVICES AGREEMENT R.,112,cci 43kkIstr Notary Public in and for the State of Washington Ndy c(ammissiort expires 2.072 51201 7 EXHIBIT B-1. ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Additional Services, the City shall pay the Contractor an additional amount not to exceed Three 1 lundred Thousand and 00[100 Dollars (300,0O0.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Three Hundred Sixty Thousand and 001100 Dollars ($360,000.00). '. NJlethod of Compensation: The cost per day for both SCRAM CAM and SCRAM CAM with RF technologies is reduced to `fib.50. (his cost per day applies to both Tier 1 and Tier 2 volume levels, resulting in the same cost per day for these technologies regardless of volume levels. Fixed lease price per Transdermal SCRAM Unit per the following: Technology SCRAM CAM (Alcohol only) SC.:RAM. CAM w RI; (Alcohol plus curfew) (..est Per Dm `i;Ci. 0 Fixed lease price per unit per day when in active use for monitoring. 'There is 00 charge for units that are not active. .The agency will be invoiced monthly. The cost per day is completely inclusive and applies only when a participant is being actively monitored (no shelffees). This contract includes: Court Room Testimony and Support, Consumable supplies (straps, clips, batteries, etc.), training (initial and ongoing) and 'Next -day shipping of equipment ent and supplies. 1•VIRN nk.41IN T" 3.201 7 ,4WRL VIGIL -1 CERTIFICATE OF LIABILITY INSURANCE OP ID: MW DATE (MM/DDIYYYY) 04/03/2018 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER Consortio Group 9375 Burt Street, Suite 101 Omaha, NE 68114 John F Coffey INSURED Vigilnet America LLC 4862 S 96th St, Ste 2 Omaha, NE 68127 402-399-8244 CONTACT Michelle Werth, CIC, CISR NAME: PHONE 402-399-8244 (A/C, No, Ext): ADDRESS: mwerth@consortiogroup.com INSURER(S) AFFORDING COVERAGE FAX No):402-399-8496 NAIC # INSURER A: Cincinnati Insurance Company 10677 INSURER B : Colony Insurance Company INSURER C : INSURER D : INSURER E : INSURER F : 39993 • 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 CONTRACT OR 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. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF IMM/DD/YYYYI POLICY EXP (MM/DD/YYYYI LIMITS B X COMMERCIAL GENERAL LIABILITY Y AP511729 08/01/2017 08/01/2018 EACH OCCURRENCE $ 5,000,000 PREMISES (Ea occurrrence) $ 50,000 X CLAIMS -MADE OCCUR MED EXP (Any one person) $ 5,000 PERSONAL 8 ADV INJURY $ 5,000,000 X Professional Liab GENERAL AGGREGATE $ 5,000,000 GEN'L AGGREGATE POLICY OTHER: LIMIT APPLIES PES X PER: LOC PRODUCTS-COMP/OPAGG Included $ A AUTOMOBILE X X LIABILITY ANY AUTO OWNED AUTOSEEppONLY A�RTtJS ONLY _ X SCHEDULED AUTOS p ATOS ONLY UU EBA0450119 08/01/2017 08/01/2018 (Ea aaB dentINED SINGLE LIMIT $ 1,000,000 I $ BODILY INJURY (Per person) BODILY INJURY (Per accident) $ PROPERTY t) ?WAGE $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE EPP0450119 08/01/2017 08/01/2018 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 $ DED X RETENTION $ 0 A WORKERS COMPENSATION' AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below VIN N / A WC1869697 08/01/2017 08/01/2018 PER ' OTH- I STATUTE I I FR E.L. EACH ACCIDENT 500,000 $ E.L. DISEASE - EA EMPLOYEE 500,000 $ E.L. DISEASE - POLICY LIMIT 500,000 $ B Sexual & Abuse Mol AP511729 08/01/2017 08/01/2018 Per Claim Aggregate 250,000 500,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Federal Way, WA is listed as Additional Insured on General Liability when required by written contract. CERTIFICATE HOLDER CANCELLATION CITYFED City of Federal Way 33325 8th Ave South Federal Way, WA 98003-6325 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD RETURN TO: s EXT: 3 Q 1 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT. /DIV: w ur 2. ORIGINATING STAFF PERSON: St, EXT: 3OI 9 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 le GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL i 5. PROJECT NAME: 1 rotO. ,-• 6. NAME OF CONTRACTOR: \f ADDRESS: -h L1 j`v u E -MAIL: S7avv2s J v Ir.�k, Cdr+ SIGNATURE NAME: J ke_ aw cJ Lek.) n�1,.4o- �►-,�` (fc azA M) O� -,aha ,IVE 7. EXHIBITS AND ATTACHMENTS: (SCOPE, WORK OR SERVICES O- COMPENSATION Imo? TELEPHONE 40 Z -6- -3 FAX: 14 Z- 3-0 Z - 13 s �l TITLE LL.'- C 0 e-C.? D WI. Ce_.- ❑ INSURANCE REQUIREMENTS /CERTIFICATE 0 ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: is poi 2 D Z ° ! 6 COMPLETION DATE: 6 e 20 /7 9. TOTAL COMPENSATION $ CO 01/0 « 00 J,-4.4f/ (�✓vd c� /41--- (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LAOR CHARGE - ATTAC SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: D YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES NO IF YES, $ PAID BY: 0 CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: ' o 1 - 1100 -0.21 _ "s"--) — 3-0 — w D 10. DOCUMENT /CONTRACT REVIEW E -PROJECT MANAGER !J, DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL /DATE REVIEWED INITIAL / DATE APPROVED s 'i'- L /TZo -t/ 6 ?C \A y)21 /,1 COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING X SENT TO VENDOR/CONTRACTOR DATE SENT: q - Z Z-' / t, DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS dir LAW DEPARTMENT ❑ CH),EF OF STAFF GNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: INITIAL / DATE SIGN1 D 4y 4 -r� ) /2,114 AG #` 1(i 0? /� DATE SENT: OW O2 -IW I 1/9 Federal Way CITY HALL 33325 8th Avenue South Federal Way: WA 98003 -6325 (253) 835 -7000 W W:citvaftede:.ra v.7v:CO 7 GOODS AND SERVICES AGREEMENT FOR ELECTRONIC ALCOHOL MONITORING EQUIPMENT AND SERVICES (SCRAM) The parties ( "Parties ") to this Goods and Services Agreement ( "Agreement ") are the City of Federal Way, a Washington municipal corporation ( "City ") by and through the Federal Way Municipal Court ( "Court"), and Vigilnet America, LLC, a Nebraska limited liability 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: VIGILNET AMERICA, LLC: Jake Dawes 4114 South 89th Street Omaha, NE 68137 (402) 537 -9450 (telephone) jdawes @vigilnet.com The Parties agree as follows: CITY OF FEDERAL WAY: Susanne White 33325 8th Ave. S. Federal Way, WA 98003 -6325 (253) 835- 3019(telephone) (253) 835- 3020(facsimile) Susanne.white@cityoffederalway.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 December 31' 2017 ( "Term "). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor not more than six years. 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 GOODS AND SERVICES AGREEMENT - 1 - 1/2015 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www c, tyoffederalway. corn 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 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 GOODS AND SERVICES AGREEMENT - 2 - 1/2015 CITY OF � Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wwwcltyofrederf Mmy_com 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. 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 - 1/2015 - cPY O Federal Way y CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoi%d &alway 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 GOODS AND SERVICES AGREEMENT - 4 - 1/2015 � Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www crtyoffederaM y ccun such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all 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. GOODS AND SERVICES AGREEMENT - 5 - 1/2015 Vecferal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www ciiyoftederalway corn 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 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 GOODS AND SERVICES AGREEMENT - 6 - 1/2015 CITY OF CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www utyafTederelway_cnrn 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 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. �. Federal Way [Signature page follows] GOODS AND SERVICES AGREEMENT - 7 1/2015 CITY LOF '�.�... Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98 003 -6325 ( 253) 835 -7000 wwwc(tvofkprierakv, ky { "C�i7i IN WITNESS, the Parties execute this J\grectnent below, effective the last date written below. CITY OF sffi )1? . I, W Y: Jim DA FEDERAL WAY lM,IINI€'IPAL COURT: ATTI:S'I`: Ckrk, Stephanie Courtne te APPROVED AS `TO FARM: David Larson, Pres.!. g Judge., DA G 2.1 ( 4 VICi1LN I. AMER1 > C: By: s Printed Nalne: "title: Wit.. DATE- ;. • STATE OF WASI COUNTY OF N(i 1ON ) Attoh,/Arny Jo Pearsall On this day personally appeared before Ine... to me known to be the cif ik r' C ' that executed the foregoing �_! Vim__ instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein Inentioncd, 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. -l-f, 61.W. .441i and official seal this _OTC: dal of `�li1SSION <r' Gi NOTARY _wi ASO \ Notary's signature Notary's printed name k, 1 I '1 Notary Public in and for the Sta My commission expires 201(4 c of Washington. - lj- (ci GOODS AND SERVICES AGR.EEMI:N "I' - 1/2015 CItY OF �... Federal Way EXHIBIT "A" SCOPE OF SERVICES CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityof deral ay.com The Contractor will provide the City with equipment inventory that will allow for stable operation of the program and normal fluctuation in program size. The non - active inventory will be at no additional cost to the City and will be at 50% of active units. For example, if the City has 20 units active then Vigilnet will provide an additional 10 inactive units at no cost. Nothing herein shall preclude the Contractor from providing City of Federal Way, upon request and written amendment, with the optional or additional services or units relative to, and in connection with, the purpose of this Agreement. Additional Services: Should the Contractor be requested to provide additional services for the City relative to, and in connection with this Agreement, the Contractor shall be compensated for such services rendered and expenses reasonably incurred. The amount and rates may be mutually agreed upon and evidenced by supplemental writing signed by duly authorized representatives of the parties hereto. The Contractor shall coordinate all services to be performed by said Contractor under this agreement with the Court Administrator. Whenever this Agreement requires, or it becomes necessary for the Contractor to advise, provide or communicate information to, or seek the approval of, the City in matters relating to the Contractor's services hereunder, the Contractor shall direct all such communication and requests for approval to the Court Administrator. Further, the Contractor, shall, upon request, meet with the Court Administrator on a periodic basis to coordinate any and all activities, services, and responsibilities required of the Contractor under this agreement. The City assumes no liability for lost or stolen equipment. See attached brochure as part of Exhibit "A" for a comprehensive list of services to be provided to the City by Vigilnet America, LLC. GOODS AND SERVICES AGREEMENT - 9 1/2015 VIGILNET March 4, 2016 City of Federal Way Municipal Court Susanne M. White, Court Administrator 33325 8th Avenue S Federal Way, WA 98003 Ms. Susanne White: I am writing to fulfill your service proposal request for information relative to several of our offender monitoring technologies including SCRAM Continuous Alcohol Monitoring and SCRAM Remote Breath. We want to thank you for considering our company as a service provider to the City of Federal Way. Included in this proposal is a technical overview of each technology as well as information about our service delivery model and pricing. First though, I would like to provide you with information about Vigilnet and the service delivery method we are offering to your agency. Company Profile: Vigilnet America LLC was founded in Nebraska in 2006 with one employee and has since grown to 34 employees with programs operating in Oregon, Washington, Nebraska and Pennsylvania. We monitor over 3500 offenders daily and our sales revenue exceeds 9 million dollars annually. We're proud to be able to say that since 2006 we have never had a customer terminate services with us and move on to a competitor. It is our goal to continue this trend of meeting or exceeding customer expectations by combining reliable and accurate monitoring technologies with a flexible customer minded service delivery approach. Customer References: We encourage you to reach out to our customer base to ask questions and gain feedback about our technologies and services. We have many Northwest customers willing to speak with you and answer any questions you may have about their dealings with us. A reference list is available upon request. SCRAM CAM - Continuous Transdermal Alcohol and RF Curfew Monitoring in One System SCRAM CAM is the industry's cutting -edge and only court- validated Continuous Alcohol Monitoring (CAM) system that also incorporates house arrest technology in one device. As the pioneer of CAM technology, Alcohol Monitoring Systems launched the original SCRAM® system into the criminal justice market in 2003. The 2nd generation, SCRAM, is not only half the size and weight of the original SCRAM, but now also incorporates built -in RF home curfew monitoring to provide dual functionality; all in one small bracelet. Since its inception SCRAM CAM has monitored more than 250,000 individuals in over 2,000 courts in 49 states. The SCRAM CAM system is comprised of three parts: 11248 John Galt Blvd. 1 Omaha, NE 68137 www.vigilnet.com 888 -381 -8881 iVIG 1 LNET SCRAM CAM Bracelet. The patented SCRAM CAM ankle bracelet transmitter is attached to the participant with a durable and tamperproof strap. It is worn 24/7 by the participant and captures transdermal alcohol readings by sampling the insensible perspiration collected from the air above the skin. The bracelet transmits data via a wireless radio - frequency (RF) signal to the SCRAM base station. In addition, SCRAM has optional radio frequency (RF) (i.e. house arrest) capabilities, allowing it to monitor presence or absence within the participant's home. SCRAM Base Station. The SCRAM base station is the mechanism by which the data that is collected by the SCRAM CAM bracelet gets transmitted to AMS for analysis and reporting. When the SCRAM CAM bracelet is installed on the offender's ankle; the offender also receives the SCRAM base station, which plugs into an analog telephone line - usually in the offender's home or place of work. At a pre - scheduled time(s) each day, the SCRAM CAM bracelet "communicates" with the base station, which then retrieves all available data from the bracelet and sends it to SCRAMNET. The base station also downloads monitoring and reporting schedules to the bracelet. SCRAM Direct Connect. In cases where an offender does not have access to a land line, he or she can come into the supervising authority's office to have data that has been stored in the bracelet downloaded via the SCRAM Direct Connect device. The compact Direct Connect device is slipped over the offender's bracelet (while worn) and attached by USB cable to an internet- enabled computer. The stored information is then transmitted from the SCRAM bracelet directly to SCRAMNET within seconds and without the need for a base station. This allows offenders who do not have land -line phone service to still participate in SCRAM monitoring. Why Continuous Alcohol Monitoring? Periodic /random drug testing methods in use today can provide a snapshot of an offender's drug use over an extended period of time. This is because most drugs stay in the body for a fair amount of time. Monitoring for alcohol consumption is more difficult because the body metabolizes alcohol very quickly. This is why random point in time alcohol monitoring devices, like breath testing devices installed inside client homes, are not as effective (by design) at detecting all alcohol consumption events. These devices test randomly with large amounts of time in between tests (while at work or while sleeping), and because the window of detection for alcohol on the breath is so short, this means offenders are able to drink around their random point in time testing programs. Compounding this is the predictive nature of the random testing device, meaning offenders can get use to the testing schedule of their breathalyzer device and plan their drinking around it. This is why Continuous Alcohol Monitoring (CAM) is a more effective way to monitor offenders, deter them from drinking, and lead to better supervision outcomes. 11248 John Galt Blvd. 2 Omaha, NE 68137 www.vigilnet.com 888 -381 -8881 VIGILNET 1st Breathalyzer Test 2nd Breathalyzer Test = 0.095 BAC 3rd Breathalyzer Test = 0.00 BAC A 190 -pound adult male will take around four hours to go from the legal DUI limit of .08 BAC to .000 BAC. That means unless you test continuously, you will be unable to detect many drinking events. The SCRAM CAM system tests the offender's perspiration for alcohol every 30 minutes 24 hours a day, regardless of where they are at. Because the bracelet is fit to the leg, the SCRAM CAM testing process is passive, meaning the offender does not have to do anything to submit to testing. This makes SCRAM CAM significantly easier to monitor breathalyzer technologies where the offender has to answer the test call and make sure he takes the test correctly by either positioning his face in a camera or speaking clearly enough for voice verification. For additional information on the SCRAM CAM system, please see the brochure included at the end of this document. SCRAM Remote Breath Portable Alcohol Testing Device: SCRAM Remote Breath is a handheld, portable breath alcohol device that is the first to incorporate Automated Facial IntelligenceTM (AFI) and a GPS location with both taken and missed tests. The system offers scheduled, random, or on- demand testing. It uses leading evidential portable breath testing (PBT) technology, and the AFI —the same facial recognition system used internationally by government security forces —scans and automatically matches the photo of the test taker with every test. SCRAM Remote Breath offers the following features and benefits: • Ethernet connectivity— even if a cellular connection is unavailable, officers can perform installs and clients can transmit test results. • Automated Facial Intelligence —the same facial recognition system used internationally by government security forces 11248 John Galt Blvd. 3 Omaha, NE 68137 \vww.vigi Inet.corn 888 - 381 -8881 ILIVIGIWET • Device- initiated testing automatically turns on and prompts clients for scheduled and on- demand tests. Immediate notification of both BrAC and positive client ID • Store and forward up to 48,000 test results. Stores test results when out of cell coverage and forwards them when service is reacquired, so you'll never lose test data • GPS location with taken and missed tests. GPS locations provide more supervision data, especially on missed tests • Optional reminders and notifications to client's cell phone • Random, scheduled, and on -demand testing - • Court support For additional information on the SCRAM Remote Breath system, please see the brochure included at the end of this document. t , Ethernet Connectivity: Considering that only 30% of U.S. homesihh.ve a- landline telephone, _b>xt over 60% have home Internet service, SCRAM Systems designed all the aforementioned systems being proposed to accommodate the needs of today's population. Built to work with today's home communications systems, it is optimized to work on DSL, Vonage, cable telephone modems, digital, or standard telephone service (POTS). For those Ethernet Wire/a" Landline households having Internet only, each system has an Ethernet port, which can be plugged into any home Internet router. If neither phone or . Internet service are available, each system has a cellular option. This is a key competitive advantage and allows for agencies and participants to save money by not paying for costly cellular options. GPS Tracking: Vigilnet partners with numerous GPS Tracking carriers including SCRAM Systems, the maker of the SCRAM CAM and Remote Breath systems. You will notice we have included pricing for GPS Tracking within this proposal. Our intent behind including this is to provide flexibility to the Federal Way Municipal Court should you be interested in utilizing GPS Tracking equipment and services in the future. Participant Payment Options: Vigilnet specializes in participant billing and fee collection services. This option can save agencies from bearing the monitoring cost by placing the responsibility of payment on the participant's shoulders. While the pricing included in this proposal is for agency payment of fees, please know we can design your account to involve participant payment, should your agency decide to consider this in the future. Please ask us about this option if the need ever arises. 11248 John Galt Blvd. 4 Omaha, NE 68137 www.vigilnet.corn 888 -381 -8881 / SCFRAM® CONTINUOUS A LC O H Q i MONITORING / really believe that if judges and probation departments knew abou this technology and understood how successful it/s,dwmukjbeon the ankle of every alcohol-dependent offender in the criminaljustice system." — C. West Hudlesto" CEO, National Association of Drug Court Profession&s Our flagship technology. The SCRAM Continuous Alcohol MonItoring' system is the world's most widely used and trusted 24/7 transdermal alcohol testing system. For high- risk, hardcore DUI and alcohol offenders. COntinuOus Altbhol Monitoring (CAM), or comblried.CAKA- House Arrest, at the flip -of a switcNIt's:24/7 monitoring for your higher-risk/higher-need • SCRAM Remote Breatt0' • The first and only handheld. wireless, portable breath alcohol device with automated facial recognition and GPS wth every stngle test. For your lower-risk cliens or those who need or have earned ess intensive monitoring. SCRAM GPS' A one-piece Gebel Positioning 3ystemthmcombines superior ocation monitoring accuracy and 2-way offender communicatlofl with an neusTry-leadirkg strap design that virtuafly ehminates faise alerts. SCRAM 5ystem,oMeo6PS solutions on all cellular networks m provide comprehensive ocation monitorincj options. SCRAM House Arrest* Standalone,house arrest monitoring buHt to work with today's home communications systems. Operates over home Internet routers. standard or digital phorie ines, D5L.Vonage,o,on optional SCRAM-provided wireless system, SCRAM Systems Program Management CenteC The. SCRAx4ms ~secuneweuaPpiicationis/hecoreof the Pn4ec/t4anagen»ent Center (PNq. which brit 'gs together everything from rnonitoring ef our etne product inC to our bestin-industry court suoi1 program. 2417 customer support, rriobile aDplcatic/.1s. • offender compliance ans|y*ics. and �Nood. SCRAM Systems: OPTIONS in Alcohol Monitoring Lower Level Alcohol Misuse «1st time DUI w Public order offenses to Low gAC at time of arrest • Earns reduced monitoring through program compliance SCRAM Remote Breath l � | ; j _] `_ `_J Higher Level Alcohol Dependence and Addiction , " Repeat/Hardcore Drunk Drivers o Domestic Violence • High BAC at time of arrest • Requires more intensive monitoring after a violation Sober Daysw A Sober Day is a 24 -hour period in which a monitored individual has no confirmed consumption of alcohol and no confirmed attempt to tamper or circumvent testing in order to mask the consumption of alcohol. To be a true Sober Day, a client must: Be able to present evidence -based confirmation of sobriety for each 24 -hour period Be monitored transdermally in order to meet the required test frequency Be tested a minimum of once per hour every 24 -hour period Be tested automatically, with no requirement to participate in testing According to data from the hundreds of thousands of individuals monitored with SCRAM CAM technology, D.4% of all clien2,4, every day, are o !ete sober and compiiarit. No drinking, no tampering. Follow us at f P' £in8' scramsystems.com/cam • 800.557.0861; 1114.v30 FEATURES • Independently tested, court- validated • 24/7 Customer Support • Dynamic, flexible training • AMS Data Analysis of every alert • TAC readings correlate to BAC readings with a 0.02 confirmation threshold CAM Bracelet • Worn 24/7 • Automated, noninvasive • Samples perspiration every 30 minutes - Industry- leading anti- tamper technology • Optional House Arrest curfew monitoring in one bracelet CAM Base Station • Multiple ways to connect, including Ethernet and SCRAM Wireless' • Automatically uploads and transmits data at prescheduled time(s) • Downloads software updates from SCRAMNET to the CAM Bracelet • SCRAM Direct Connect' allows agent downloads in the office, on- demand, direct to a computer SCRAMNET • Central, secure, web -based platform where all data is stored, analyzed, reported, and maintained • User - friendly tool that aggregates, analyzes, and graphs test results • Custom notification and reporting protocols • Flags and graphically depicts alcohol alerts, obstructions, tampering, schedule noncompliance, battery and equipment information • Integrates with all SCRAM Systems monitoring technologies BENEFITS • 99.4% compliance each and every day • National network of service providers • Conclusively distinguishes between alcohol consumption and environmental alcohol sources • Single- source admissibility —no back -up tests required • Flexible data management— expand, consolidate, view at- a- glance assess- ments, or summarize an entire caseload • Continuous testing means no drinking around test schedules ,CCRAM• S Y S T E M SCRAM® REMOTE BREATH The most flexible OPTION in breath testing. From the industry- leading SCRAM Systems® line of alcohol and location monitoring solutions. SCRAM Continuous Alcohol Monitoring* Continuous Alcohol Monitoring (CAM), or combined CAM + House Arrest, at the flip of a switch. It's 24/7 monitoring for your higher - risk/higher -need alcohol clients. to Breath® y handheld, wireless, portable evice with automated facial P5 ;with -every type of test. Ja 1.0tOtits or those who need or e inieli`.sive monitoring. , SCRAM Remote Breath delivers exactly the solution our courts and agencies have asked for to create flexible monitoring options for every alcohol client." — Nancy Cladis Director Ada County Monitoring Service.=. 0 SCRAM GPS" A one -piece Global Positioning System that combines superior location monitoring accuracy and 2 -way offender communication with an industry- leading strap design that virtually eliminates false alerts. SCRAM Systems offs GPS solutions on ail cellular networks to provide comprehensive location monitoring options. SCRAM House Arrest* Standalone house arrest monitoring built to work with today's home communications systems. Operates over home Internet routers, standard or digital phone lines, DSL, Vonage°r, or an optional SCRAM- provided wireless system. ct, SCRAM Systems Program Management Center' The SCRAMNE1' secure web application is the core of the Project Management Center (PMC), which brings together everything from monitoring of our entire product tine to our best -in- industry court support program, 24/7 customer support. mobile applications, offender compliance analytics. and beyond. SCRAM Systems: OPTIONS in Alcohol Monitoring Lower Level Alcohol Misuse 31st time DUI a Public order offenses o Low BAC at time of arrest 9 Earns reduced monitoring through program compliance SCRAM Remote Breath Higher Level Alcohol Dependence and Addiction 1 • Repeat/Hardcore Drunk Drivers Domestic Violence High BAC at time of arrest o Requires more l' Intensive monitoring d i is + it . after a violation SCRAM Continuous Alcohol Monitoring Automated Facial intelligence "' (AF!" ) Government security grade FACIAL RECOGNITION software —not just photos Intelligent bio confirmation system and automated matching — reduces manual review of photos by 90 -95% High - resolution images —clear photos of the 5 -10% you do review - Scalable & Manageable— significant reductions in the staff time required to confirm identities Real -time notifications with automated, simultaneous client verification Passed BrAC FAILED Identification SCRAMj;;- Facial nu:elegem dsMwtt this was not a match. MC•t =cum. Cava atumptea to circumvent Mane AFI caught mismatch on photos. Client admitted to having cousin take his scheduled test while he was drinking. scramsystems.com /remotebreath 800.557.0861 FEATURES • Automated Facial Intelligence • Device - initiated testing — automatically turns on and prompts clients for scheduled and on- demand tests • STORE & FORWARD, up to 48,000 test results • GPS location with taken and missed tests • One - piece, handheld, cellular • DOT - approved Drager® fuel cell • Rugged, built for corrections • Optional reminders and notifications to client's cell phone • Random, scheduled, and on- demand testing BENEFITS • Immediate notification of both BrAC and positive client ID • On- board, automated testing prompts and client notifications ensure clients always know when it is time to test • Stores test results when out of cell coverage and forwards them when service is reacquired, so you'll never lose test data • GPS locations provide more supervision data, especially on missed tests • Flexible testing schedules — multiple options for both agencies and clients • Integrates with SCRAMNET —one company, one integrated system for every client • Portable, easy to carry, easy to use • SCRAM Systems industry - leading Product Training & 24/7 Customer Support • SCRAM Court Support Program Q(1 SCRAM' S Y S T E M S Cliff Of Federal ay CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 i.vww.cityoffederatwaycofn EXHIBIT "B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Sixty Thousand and 00 /100 Dollars ($60,000.00). 2. Method of Compensation: Fixed lease price per Transdermal SCRAM Unit per the following: Technology Cost Per Day Tier 1 1 -25 daily units (total days monitored 1 -760) Tier 2 26+ daily units (total days monitored 761 +) SCRAM CAM (Alcohol only) $7.10 $6.80 SCRAM CAM w RF (Alcohol plus curfew) $7.10 $6.80 Cellular for SCRAM CAM $2.00 ' $2.00 Ethernet Connectivity for either SCRAM Cam or remote Breath $ .45 $ .45 SCRAM Remote Breath $5.95 $5.65 GPS Tracking- Multiple Carriers Active $6.95 $6.50 Passive $6.15 $5.95 Fixed leased price per unit per day when in active use for monitoring. There is no charge for units that are not active. The agency will be invoiced monthly. For each technology, the first 760 days monitored will be at the tier 1 price. For days monitored 761 and above the tier 2 price will apply. The cost per day is completely inclusive and applies only when a participant is being actively monitored (no shelf fees). This contract includes: Court Room Testimony and Support, Consumable supplies (straps, clips, batteries, etc.), training (initial and ongoing) and Next -day shipping of equipment and supplies. GOODS AND SERVICES AGREEMENT - 10 - 1/2015 VIGIL -1 OP ID: KB AC./ -- CERTIFICATE OF LIABILITY INSURANCE �� DATE (MM /DD /YYYY) 04/26/2016 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 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER Consortio Group 9375 Burt Street, Suite 101 Omaha, NE 68114 John F Coffey NAME: John F Coffey PHONE 402 - 399 -8244 FAX 402- 399 -8496 (A/C. No, Ext): (Arc, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : The Travelers COMMERCIAL GENERAL LIABILITY INSURED VigilnetAmerica LLC 11248 John Galt Blvd Omaha, NE 68137 INSURERB:Colony Insurance Company 39993 INSURERC: 08/01/2016 08/01/2016 INSURER D : $ 5,000,000 INSURER E : $ 50,000 INSURER F : X CERTIFICATE NUMBER: 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 CONTRACT OR 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. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM /DD/YYYY) POLICY EXP (MM /DD/YYYY) LIMITS B X COMMERCIAL GENERAL LIABILITY AP511729 AP511729 08/01/2015 08/01/2015 08/01/2016 08/01/2016 EACH OCCURRENCE $ 5,000,000 DAMAGE PREMISES occurrence) $ 50,000 X CLAIMS -MADE OCCUR MED EXP (Any one person) $ 2,500 PERSONAL & ADV INJURY $ 5,000,000 X Professional Liab GENERAL AGGREGATE $ 5,000,000 GEN'L AGGREGATE POLICY OTHER: LIMIT APPLIES PRO JECT PER: LOC PRODUCTS - COMP/OP AGG $ Included Professio $ included A AUTOMOBILE X X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS X SCHEDULED AUTOS AUUTOSWN ED BA4169L803 08/01/2015 08/01/2016 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY Perna accident) $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE EX4169L815 08/01/2015 08/01/2016 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 $ DED X RETENT ON $ 0 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNER /EXECUTIVE Y/ OFFICER /MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N N / A UB3846R551 08/01/2015 08/01/2016 PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 500,000 E.L. DISEASE - EA EMPLOYEE $ 500,000 E.L. DISEASE - POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Federal Way, WA is listed as additional insured. TION City of Federal Way Susanne White 33325 8th Ave South Federal Way, WA 98003 - 6325 CITYFED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 4_ 7- �� ACORD 25 (2014/01) © 1988 -2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Form W'9 (Rev. October 2007) Department of the Treasury Internal Revenue Service Request for Taxpayer identification Number and Certification Give form to the requester. Do not send to the IRS. Print or type See Specific Instructions on page 2. Name (as shown on your income tax return) Vigilnet America LLC Business name, If different from above Check appropriate box: ❑ individuaVSoie proprietor ❑ Corporation ❑ Partnership © Limited liability company. Enter the tax classification (D = disregarded entity, C= corporation, P.-partnership) ■ P ■ Other (see instructions) 110- ❑ Exempt payee Address (number, street, and apt. or suite no.) 11248 John Galt Blvd Requester's name and address (optional) City, state, and ZIP code Omaha, NE 68137 List account number(s) here (optional) w axpayer Iden tification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entitles, It is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. Part II Certification Social security number or Employer identification number 20 I 3952684 Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that i am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined below). Certification instructions. You must cross out item 2 above If you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than Interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. See the ; tructions on .:ge 4. Sign Here signature of IJ.s. person • General Instructions Section references are to the internal Revenue Code unless otherwise noted. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W -9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is eorrect (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. Note. If a requester gives you a form other than Form W -9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W -9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701 -7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W -9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W -9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. The person who gives Form W -9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases: • The U.S. owner of a disregarded entity and not the entity, Cat. No. 10231X Form W -9 (Rev. 10 -2007) 4/20/2016 Vigil net America LLC: Private Company Information - Businessweek Electronic Equipment, Instruments and Components Company Overview of Vigilnet America LLC Snapshot People Company Overview Vigilnet America LLC, doing business as Vigilnet Community Monitoring, LLC, provides monitoring technologies and services for public safety. The company offers secure continuous remote alcohol monitor systems; single piece offender tracking GPS devices; and two piece GPS offender tracking systems that integrate tracking, offender communication, and mapping technologies that enable operators to track offenders. It serves communities, and law enforcement and other government agencies in Nebraska, Oregon, and Washington. The company was founded in 2006 and is based in Omaha, Nebraska with an additional office in Portland, Oregon. 4144 South 89th Street Omaha, NE 68127 United States Founded in 2006 April 20, 2016 4:12 PM ET Key Executives For Vigilnet America LLC Jake Dawes Chief Operating Officer Compensation as of Fiscal Year 2015. Phone: 402 - 537 -9450 Fax: 402 - 502 -1354 www.vigilnetmonitoring.com Similar Private Companies By Industry Company Name Region Type Date Tekgraf Inc., Channels Business Unit United States Intava Corp. United States IS Solutions, LLC United States Seikowave United States Flex Interconnect Technologies, Inc. United States Recent Private Companies Transactions Request Profile Update From Around the Web Target No transactions available in the past 12 months. Sponsored Links by Taboola Earliest Recorded Wrist Cuffs & Bands Date To Over 9,000 Years Ago - Bid Today Invaluable Auctions http: / /www.bloomberg.com/ research /stocks /private/snaps hot. asp ?privcapld = 266734121 1/2 4/20/2016 Nebraska Secretary of State - Corporation and Business Entity Searches VIGILNET AMERICA LLC Wed Apr 20 15:15:53 2016 SOS Account Number 10216408 Status Active Principal Office Address 11248 JOHN GALT BLVD OMAHA, NE 68137 Registered Agent and Office Address WILLIAM F. HARVEY 11248 JOHN GALT BLVD OMAHA, NE 68137 Nature of Business Not Available Entity Type Foreign LLC Qualifying State: CO Date Filed Oct 28 2015 Filed Documents To purchase copies of filed documents check the box to the left of the document code. If no checkbox appears, contact the Secretary of State's office to request the document(s). Code Document FCA Certificate of Authority Date Filed Price Oct 28 2015 $1.35 = 3 page(s) @ $0.45 per page Good Standing Documents To purchase documents attesting to the entity's good standing check the box next to the document title. • If you need your Certificate of Good Standing Apostilled or Authenticated for use in another country, you must contact the Nebraska Secretary of State's office directly for information and instructions. Documents obtained from this site cannot be Apostilled or Authenticated. Online Certificate of Good Standing with Electronic Validation $6.50 This certificate is available for immediate viewing /printing from your desktop. A Verification ID is provided on the certificate to validate authenticity online at the Secretary of State's website. Certificate of Good Standing - USPS Mail Delivery $10.00 This is a paper certificate mailed to you from the Secretary of State's office within 2 -3 business days. Select All I Select None https://www.nebraska.gov/sos/corp/corpsearch.cgi?acct- num ber= 10216408 1/2 4/20/2016 Colorado Secretary of State Secretary of State Horne Contact Us About Us Newsroom Search Vigilant America LLC No Results Search powered by powered by ' Custom Search https:// www .colorado.gov /sos /cse- google- static / ?q= Vigilant+ America +LLC &cof= FORIDA10 &ie= UTF -8&sa= Search 1/1