AG 17-081' ( RETURN TO:$ /% 4 4 ,,,, / EXT: ? .2..4r-
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT./DIV: POLICE DEPARTMENT
2. ORIGINATING STAFF PERSON: STEVE ARBUTHNOT EXT: 6728 3. DATE REQ. BY: ASAP
4. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT
X PROFESSIONAL SERVICE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT
❑ REAL ESTATE DOCUMENT
❑ ORDINANCE
❑ CONTRACT AMENDMENT (AG #):
❑ OTHER
❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ MAINTENANCE AGREEMENT
❑ HUMAN SERVICES / CDBG
❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ RESOLUTION
❑ INTERLOCAL
5. PROJECT NAME: COMMONS MALL POLICE SERVICES
6. NAME OF CONTRACTOR: LLr ;LC M4 Q X eam -gd&j R/ e-Z-S
ADDRESS: 1928 S. COMMONS MALL, FEDERAL WAY, WA, 98003 TELEPHONE 253- 275 -6090
E -MAIL: FAX
SIGNATURE NAME: ateSeS C/ Z ( TITLE
7. EXHIBITS AND ATTACHMENTS:tSCOPE, WORK OR SERVICES KCOMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑
ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS
8. TERM: COMMENCEMENT DATE: JANUARY 1, 2017 COMPLETION DATE: DECEMBER 31, 2018
9. TOTAL COMPENSATION FWPD WILL RECEIVE $320,477 INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: 0 YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED ❑ YES ❑ NO IF YES, $
❑ PURCHASING: PLEASE CHARGE TO:
PAID BY: ❑ CONTRACTOR ❑ CITY
10. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT OF APPLICABLE)
LAW
11. COUNCIL APPROVAL (IF APPLICABLE)
'c
COMMITTEE APPROVAL DATE:
COUNCIL APPROVAL DATE:
12. CONTRACT SIGNATURE ROUTING /
RESENT TO VENDOR/CONTRACTOR DATE SENT: 'i6 di 7 DATE REC'D:4//111/7
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
LAW DEPARTMENT
SIGNATORY (MAYOR OR DIRECTOR)
❑ CITY CLERK
❑ ASSIGNED AG#
❑ SIGNED COPY RETURNED
COMMENTS:
INITIAL / DATE I NED
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s/ig / 1
51111 er
AG r -03.I
D A T E SENT: 5 •I$ • 1 7-
4.-CITY OF
Federal Way
CITY HALL
33325 8th Avenue South • PO Box 9718
Federal Way, WA 98063 -9718
(253) 835-7000
www cityoffederalwaycom
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 MGP XI Commons FW, 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:
MGP XI COMMONS FW, LLC:
1928 S. Commons Suite B
Federal Way, WA 98003
253 -275 -6090
csullivan @merlonegeier. com
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
The Parties agree as follows:
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 two years commencing on January 1st, 2017.
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 -
CITY OF
Federal Way
CITY HALL
33325 8th Avenue South • PO Box 9718
Federal Way, WA 98063 -9718
(253) 835 -7000
www cityoffederalway com
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 PROVISIONS.
9.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the
agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or
agreements, whether oral or written, shall be effective for any purpose. Should any language in any of the 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
CITY OF CITY HALL
33325 Federal Way Feder 8th Avenue South 3- • 18 Box 9718
Federal Way, WA 980 &3 -9718
(253) 835 -7000
www cityo federal way corn
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 by law; provided, however, nothing in this
paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement.
9.4 Execution. Each individual executing this Agreement on behalf of the City and Owner represents and warrants
that such individuals are duly authorized to execute and deliver this Agreement on behalf of the Owner or the City. This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect
as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one
instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and
acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of
this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties
have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof.
[Signature page follows]
SERVICES AGREEMENT 3
A4CITY OF
ft:/ Federal Way
CITY HALL
33325 8th Avenue South • PO Box 9718
Federal Way, WA 98063 -9718
(253) 835 -7000
www cifyoffederalway com
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY
DATE: 5
MGP XI OMMONS FW, LL
By: Akio
Printed Name: 44'1 z-S / t,,�4 /i/4i✓
Title: &Afto it iZ/f-L)/4/t",4 �c")Z
DATE: /4/0,7 i L 01‘, a'/ r 7
STATE OF WASHINGTON )
) ss.
COUNTY OF )
ATTEST:
St hGnie
Courtney, CMC
APPROVED AS TO FORM:
Ryan Call, Aeting City Attorney
On this day personally appeared before me Q t.J\ 12- SJI ;\/,,t , to me known to be the
(h k An, ,1,,r of Mk? ' 7 eJuVtvv,J.As -t IA, L that executed the foregoing
instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for
the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument
and that the seal affixed, if any, is the corporate seal of said corporation.
GIVEN my hand and official seal this day of 4' �'A
Notary's signature`
Notary's printed name t4( C) CLAQA te-T
Notary Public in and for the State of Washington.
My commission expires 0 b 46 /-94)1
. _ , , J L , - ,
Notary Public
State of Washington
RONALD 0 CUELLAR
My Appointment Expires Aug 26, 2017
SERVICES AGREEMENT - 4
1
CITY F
O
Federal Way
EXHIBIT "A"
SERVICES
CITY HALL
33325 8th Avenue South • PO Box 9718
Federal Way, WA 98063 -9718
(253) 835 -7000
www asyoffederalway corn
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 strategies. The Property's coverage by the regular beat officer will not be
reduced by the presence of the Contract Officers or by the use of other police agency representatives
or private security staff or agency representatives in the Property or in individual stores. All
supplemental police services will remain unaffected by the coverage provided for in this Agreement.
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 -
CITY OP
�.. Federal Way
CITY HALL
33325 8th Avenue South • PO Box 9718
Federal Way, WA 98063 -9718
(253) 835 -7000
www cityolfederalway corn
EXHIBIT "B"
COMPENSATION
In 2017/18, 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 2017 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.
The Owner cost of 100 shift -hours per week of the assigned Contract Officers for 2018 is One Hundred Sixty -
One Thousand Eight Hundred Twenty -Five and no /100 Dollars ($161,825). The increase of Three Thousand
One Hundred Seventy -Three and no /100 Dollars ($3,173) is due to a contractual 2% COLA increase in 2018.
SERVICES AGREEMENT - 6