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PRHSPSC PKT 02-13-2018City of Federal Way City Council Parks, Recreation, Human Services & Public Safety Committee February 13, 2018 City Hall 5:00 p.m. H lebos Conference Room MEETING AGENDA 1. CALL TO ORDER 2. PUBLIC COMMENT (3 minutes) 3. COMMISSION COMMENTS 4. COMMITTEE BUSINESS Topic Title/ Description A. Approval of January 9, 2017 Minutes B. 2018/2019 Diversity Commission Work Plan C. Tony Lind Paving Work Complete D. Interlocal Agreement Between The City of Federal Way and the South King Fire and Rescue District to Occupy a Portion of City Hall E. Fifth Amendment for Tree Services Presenter Page Action G. Agreement between the Washington Traffic Safety or Info Commission (WTSC) and the Federal Way Police 3 Action Watson 7 Action Ikerd 13 Action Ikerd 15 Action Ikerd 21 Action F. The Humane Society for Tacoma and Pierce County Schrock Agreement For Shelter and Related Services G. Agreement between the Washington Traffic Safety Hwang Commission (WTSC) and the Federal Way Police Department to provide Grant Funding for Traffic Enforcement H. Goods and Services Agreement for Installation and Hwang Electrical Repair of Police Vehicle Emergency Equipment I. Goods and Services Agreement for Police Uniforms, Hwang Alterations and Repairs Committee Members Jesse Johnson, Chair Mark Koppang Martin Moore K:\PRHSPS Committee\2018\02-13-2018 Agenda.doc 1 25 Action 35 Action 51 Action 65 Action Council Date N/A Consent 2/20/18 Consent 2/20/18 Consent 2/20/18 Consent 2/20/18 Consent 2/20/18 Consent 2/20/18 Consent 2/20/18 Consent 2/20/18 City Staff John Hutton, Parks Director Mary Jaenicke, Administrative Assistant 11 COUNCIL DISCUSSION ON EMERGING ISSUES • Update on Rental Inspection Program — Guest Speaker Ashley — Washington CAN 6. PENDING ITEMS 7. NEXT REGULAR MEETING: March 13, 2018 8. ADJOURNMENT Committee Members Jesse Johnson, Chair Mark Koppang Martin Moore K:\PRHSPS Committee\2018\02-13-2018 Agenda.doc City Staff John Hutton, Parks Director Mary Jaenicke, Administrative Assistant II City of Federal Way City Council PARKS, RECREATION. HUMAN SERVICES & PUBLIC SAFETY COUNCIL COMMITTEE Tuesday January 10, 2018 5:00 p.m. SUMMARY Committee Members in Attendance: Chair Koppang, and Committee member Moore Excused: Committee member Assefa-Dawson Council Members in Attendance: Deputy Mayor Honda, and Council member Johnson Staff Members in Attendance: Eric Rhoades, Assistant City Attorney, Kyle Sumpter, Deputy Chief of Police, John Hutton, Parks Director, Ray Gross, Emergency Manager Jeff Watson, Community Services Manager Sarah Bridgeford CDBG/HS Coordinator, Cody Geddes, Recreation Supervisor and Mary Jaenicke, Administrative Asst. I1. Guests: Lisa Christen, Program Director, South King County Shelters and Day Centers and Sue Drake, Federal Way Day Shelter Chair Koppang called the meeting to order at 5:00pm Commission Comment: None Public Comment: None BUSINESS ITEMS Approval of Minutes Committee member Moore motioned to approve the December 12, 2017 minutes as written. Chair Koppang seconded. Motion passed. 2017 Emergency Management Performance Grant Mr. Gross reported that the City has participated in this grant for the last eight years. This current grant is in the amount of $37,500. The performance period of the grant is from June 1, 2017 through August 31, 2018. This is a matching grant, and it will fund the mass notification system CodeRed. Committee member Moore moved to forward the proposed Agreement to the January 16, 2018 City Council consent agenda for approval. Chair Koppang seconded. Motion passed. Catholic Community Services — Update on Day Center Ms. Christen shared statistics from the first year of the Day Center being in operation. There have been approximately 10,000 people that have come thru the doors. About 334 of those people were Federal Way residents. The total number of visits is over 10,000 with an average daily attendance of about 40. They have provided over 4200 showers and 1500 loads of laundry. They are developing good relationships with the service providers, clients and volunteers. Ms. Christen introduced Sue Drake, a volunteer at the Day Center, and has been there since the doors opened. Ms. Drake shared some stories about the clients at the Day Center and some of the things that take place on a daily basis. Ms. Christen stated that their lease is up in their current building in a couple of months, at this time they do not have another location, so they will be extending their lease.and continuing providing the services that they've been providing. They are hopeful to work towards some long term solutions as far as 24 hour programs, the Reach Out Shelter operates year round, and the Day Shelter hours expanded. Their ideal location would be close to transit, outside of schools and residential neighborhoods, and some place that is expandable. Mr. Watson added that a permanent location might also include co -locating with other services. K:\PRHSPS Committee\2018\01-09-2018 Mins.doc PARKS, RECREATION, HUMAN SERVICES & PUBLIC SAFETY COUNCIL COMMITTEE Tuesday, January 9, 2018 Summary Page 2 ProEram Year 2018 Community Development Block Grant (CDBG) Annual Action Plan Ms. Bridgeford provided a brief over year of the 2018 Annual Action Plan. There are three primary goals with CDBG. 1) Provide decent housing. 2) Provide suitable living environments. 3) Create economic opportunities. The Human Services reviewed all of the applications, and at their December 18, 2017 meeting voted 7-0 to "recommend the City Council approve the 2018 Annual Action Plan as presented." The Annual Action Plan has two primary purposes. 1) It's a technical document for HUD. 2) It's used as a resource for the community. There are several objectives for the 2018 funding. The Annual Action Plan is based on the 2017 award amount of $674,568, and there is a contingency included for an increase or decrease in the amount of the award. Ms. Bridgeford reviewed the Public Services Budget and the CERF Budget. Committee member Moore moved to forward the Program Year 2018 CDBG Annual Action Plan to the January 16, 2018 City Council agenda for public hearing. Chair Koppang seconded Motion passed. Arts Commission 2018 Contract for Services Mr. Geddes reported that the 2018 total request dollar amount was $78,500 and the total dollars that they had to allocate was $40,700. There were two new events that requested funding; those events were Northwest Symphony Orchestra and the Federal Way Symphony Blues Festival. The Arts Commission funded the Northwest Symphony Orchestra in the amount of $2500, but did not fund the Federal Way Symphony Blues Festival because funding cannot be used to fund fundraisers. The committee requested that Mr. Geddes provide more information on the Northwest Symphony Orchestra. Committee member Moore moved to approve the 2018 Arts Commission Contract for Services funding recommendations and forward to the January 16, 2018 City Council consent agenda for approval. Chair Koppang seconded. Motion passed. Arts Commission 2018 Work Plan Mr. Geddes presented the Arts Commission's 2018 Work Plan. A few highlights are the Piano in the Park program, Social Media and Website to promote ongoing Arts Commission programs, sponsorship for Shakespeare in the Park, and the Hachinohe Japan Photo Gallery Project. Committee member Moore moved to approve the Arts Commission 2018 Work Plan and forward to the January 16, 2018 City council consent agenda for approval. Chair Koppang seconded. Motion passed. SRO Interlocal AEreement Between the City of Federal Way and the Federal Way School District Deputy Chief Sumpter reported that they have had this Interlocal agreement since 1999 and there are very few changes. There are a total of five Resource Officers at the four major high schools plus a rover. Committee member Moore moved to forward the Interlocal agreement between the City of Federal Way and the Federal Way School District for SRO's to the January 16, 2018 Council consent agenda for approval. Chair Koppang seconded. Motion passed. ReEency Cleaners Amendment #3 Goods and Services for Police Uniform and Dry Cleaning The Federal Way Police Department has had a contract with Regency Cleaners since 2014. This amendment will extend the contract to the end of 2019. Committee member Moore moved to forward Amendment #3 to the Regency Cleaners Goods and Services Agreement for Police Uniform and Dry Cleaning to the January 16, 2018 Council consent agenda for approval. Chair Koppang seconded. Motion passed. 2018 Parks & Recreation Commission Work Plan Mr. Hutton presented the 2018 Parks & Recreation Commission Work Plan. One of the items added this year is the Parks, Recreation and Open Space (PROS) Plan. The PROS Plan is a two year process. Other projects on the work plan include the Panther Lake Project, Trail Connectivity and the Brooklake Community Center. Deputy Mayor Honda inquired about a Korean Garden and Memorial that was going to be built above the Aquatic Center. Mr. Hutton stated that he spoke to Michael Park about it a while 4 PARKS, RECREATION, HUMAN SERVICES & PUBLIC SAFETY COUNCIL COMMITTEE Tuesday, January 9, 2018 Summary Page 3 2018 Parks & Recreation Commission Work Plan Mr. Hutton presented the 2018 Parks & Recreation Commission Work Plan. One of the items added this years was the Parks, Recreation and Open Space Plan, and staff will be inviting a group of people to participate on a focus group to discuss the Brooklake Community Center. Deputy Mayor Honda inquired about a Korean Garden and Memorial that was going to be built above the Aquatic Center. Mr. Hutton stated that he spoke to Michael Park about it a while ago, and he stated that they are still working on it. This is a privately funded project on a piece of land donated by the City. Committee member Moore moved to approve the 2018 Parks and Recreation Commission Work Plan and forward it to the January 16, 2018 full Council consent agenda for approval. Chair Koppang seconded. Motion passed. COUNCIL DISCUSSION ON EMERGING ISSUES Senior Issues No discussion was held. This item will be discussed at a future meeting, to be determined by the future Chair. NEXT REGULAR MEETING February 13, 2018 ADJOURNMENT Meeting adjourned at 6:12p.m. This Page Left Blank Intentionally SUBJECT: 2018/2019 DIVERSITY COMMISSION WORK PLAN POLICY QUESTION: Should the City Council approve the Diversity Commissions 2018-2019 Work Plan? COMMITTEE: Parks, Recreation, Human Services & Public Safety MEETING DATE: 2/13/18 CATEGORY: ® Consent ❑ Ordinance ❑ Public Hearing ❑ City Council Business ❑ Resolution ❑ Other STAFF REPORT BY. Jeff Watson, Community Services Manager DEPT: CD ......................... _ .................. ... ........_ _._...... _ Attachments: 2018/2019 Diversity Commission Work Plan Background: At their January 10, 2018 meeting, the Diversity Commission voted to recommend approval of its 2018-2019 Work Plan. The plan outlines specific goals and activities that the Commission intends to follow to focus their annual efforts. The plan includes continuing a leadership role for the MLK Celebration and other established Commission projects. Options Considered: 1. Approve the Diversity Commission's 2018-2019 Work Plan. 2. Don't approve the Diversity Commission Work Plan and direct Staff to make changes. .............. _.._ MAYOR'S RECOMMENDATION: Option 1 MAYOR APPROVAL1 / DIRECTOR APPROVAL �oI Com ittee Council Initial ate Initial/Dat iitial/Date CHIEF OF STAFF: C ni a ouncil Initial/Date Initial/Date COMMITTEE RECOMMENDATION: I move to forward the 2018-2019 Diversity Commission Work Plan to the February 20, 2018 consent agenda for approval. Committee Chair Committee Member Committee Member PROPOSED COUNCIL MOTION: "I move approval of the 2018-2019 Diversity Commission Work Plan " N (BELOW TO BE COMPLETED BY CITY CLERKS OFFICE) COUNCIL ACTION: ❑ APPROVED COUNCIL BILL # — ❑ DENIED IST reading _ ❑ TABLED/DEFERRED/NO ACTION Enactment reading ❑ MOVED TO SECOND READING (ordinances only) ORDINANCE # REVISED— 1/2015 RESOLI!TION # N City of Federal Way Diversity Commission City of Federal Way Diversity Commission 2018-2019 Work Plan Diversity Commission j 201-2019 Work Plan I Page 1 of 5 C ity of Federal Way Diversity Commission OUR VALUES: 1) Helpfulness Expect commissioners to be willing to assist others and to help improve our community by: • Current commissioners provide welcoming one-on-one access for new commissioners • Identifying team strengths and each other's passions • Supporting community -oriented diversity programs through awareness and development 2) Responsibility Maintain a high level of commissioner accountability to each other, the City government and to our diverse community through: • Civility • Sharing the workload • Transparency • Mutual trusting that intent is genuine • Verifying that commitments are fulfilled • Listening and participating at community events and meetings • Communication with the City's elected officials, as directed by City Ordinance 3) Involvement Encourage high level of participation with others in decision-making and problem - solving: • Support involvement through attendance & participation in the Diversity Commission meetings and at Commission events • Encourage input during meetings through a philosophy that "no comment or idea is unimportant" • Commissioners shall align their individual priorities to the Diversity Commission's mission 4) Wisdom The Commission shall consider its larger context within Federal Way and the long-range impact on our community in making strategic decisions by: • Adventure and New Approach — take new risks that lead to better/redefined best practices • External Resources — look to regional- and national -level environments for knowledge • Community Awareness and Insight— intentionally seek an understanding of community concerns and community knowledge • Commission Intelligence — seek added value within "us"- the Commission • Mayor/Council Knowledge & Understanding — Communicating with elected officials, seeking their wisdom 9 Diversity Commission 2018-2019 Work Plan I Page 2 of 5 City of Federal Way Diversity Commission OUR MISSION: To advise City government to ensure Federal Way is a community that is united amidst diversity, where everyone is equally respected, valued, needed, and cherished. Equality is not sameness; it is equivalent value. BRAND PROMISE: The Diversity Commission is dedicated to helping Federal Way become a city where all people have a feeling of belonging and sharing community, where there is equal access to information and resources for all, and where there are equal opportunities for all. TWO-YEAR STRATEGIC OBJECTIVES: The City of Federal Way Diversity Commission shall engage with Federal Way residents and businesses at the neighborhood level during the next two years. The intention is to build the Commission's knowledge about local and regional equity issues facing our city's residents. We will document this knowledge and use it to achieve our mission. 10 Diversity Commission 12018-2019 Work Plan I Page 3 of 5 City of Federal Way Diversity Commissior+ City of Federal Way Diversity Commission 2018-2019 Work Plan 1) The Diversity Commission will gather input from the community regarding equity and diversity issues in the City; thus, building the Commission's understanding and focusing future work plans to address these issues. The Commission shall develop a project -delivery plan which formulates the actions necessary to gather community input, which includes hosting Community Listening Forums within Federal Way and conducting other methods of data collection. The Commission shall partner with community groups and other organizations to promote and coordinate the Forums. In each case, the issues and suggestions shall be compiled and reported upon. • Commissioner work teams will be formed to implement the actions outlined within the project delivery plan. • A survey shall be created and be available to the public throughout the duration of the project in various formats. The survey will allow the community to provide feedback on diversity and equity issues. • The Commission will gather feedback through other Commission and City events. • Commissioners will work with City staff, community groups, and other organizations to coordinate the logistics of the Forums, which includes the following: schedule venues, promote, and facilitate the Forums. • The Commission shall capture and compile the comments raised during each Forum. The Commission will complete the Community Listening Forums/input gathering process and issue a Report of Findings. The report shall contain issues raised at the Forums and information gathered through other outreach methods, as well as outlining strategies and actions that can be undertaken by future Commissions that lead to furthering the Commission's directive from the City Council. • The Commission will compile and evaluate all information gathered. • The Commission will develop a draft version of the Report of Findings, which summarizes the efforts, acknowledges the partnerships, draws conclusions (coupled with the basis for determination) concerning issues raised, and creates strategies and actions that the Diversity Commission could implement that would further the Commission's mission and address the issues raised. • The Commission and partner groups/organizations shall review the drafted Report of Findings and provide comment. • Forward the final report to the Mayor and the City Council for consideration. 11 Diversity Commission ( 2018-2019 Work Plan I Page 4 of 5 City of Federal Way Diversity Commission 2) The Diversity Commission will remain visible and relevant to all members of the community through its participation and/or sponsoring of events and activities that promote the mission and purpose of the commission. • Take a leadership role in the Martin Luther King Jr. Celebration, to be held in January 2018 and 2019. • Coordinate and participate in the Martin Luther King Jr. Food Drive (January). • Schedule and deliver the Federal Way Elementary School Book Drive, which includes the purchase of multi -cultural books that would be read to students by local leaders and volunteers (March). Investigate ways to align this effort with the digital platform that Federal Way Public Schools (FWPS) is implementing. • Participate in the Multi -Cultural Nights at schools and other local venues. • Participate at the Senior Forum event to be held at the Senior Center (November). • Coordinate or participate in a City-wide multi -cultural event that celebrates the community's cultural diversity. • Sponsor and partner with local community organizations, such as Advancing Leadership. • Partner with the Federal Way Municipal Court to form a joint committee that will do the following: analyze the lack of jury diversity, explore ways to increase jury diversity, and address other related court diversity issues. 3) The Diversity Commission will visit or invite to its meetings individuals, groups or organizations engaged in work the Commission is charged to carry out. • The Commission will provide time on their agenda for agency presentations and/or reports from Commissioners visiting an agency. 4) Provide time on the agenda for potential action or gain awareness on timely local, regional, state, and federal trends and activities pertaining to equity and diversity initiatives. • Receive briefings from Commissioners and/or the City staff on participation, activities, and actions taken while representing either the City of Federal Way or South King County. Convene a gathering of local and regional commissions whose mission aligns with the Diversity Commission, with the purpose of building relationships and gaining awareness of the diversity and equity work accomplished in the region. Diversity Commission 12018-2019 Work Plan I Page 5 of 5 COUNCIL MEETING DATE: Feb 20, 2018ITEM #: CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL SUBJECT: TONY LIND PAVING WORK COMPLETE POLICY QUESTION: Should the City accept asphalt path repair work within City parks as complete? COMMITTEE: PRHSPS Committee MEETING DATE: Feb 13, 2018 CATEGORY: ® Consent ❑ Ordinance ❑ Public Hearing ❑ City Council Business ❑ Resolution ❑ Other STAFF REPORT BY: Stephen Ikerd, Deputy Director DEPT: Parks ....._. .................._...................__..._..._..........._.................._..........p.._...._.................. _.........................._.P................................................... ........................................................................... _._.........................................................................................................__......................................_.........._...........__.........................._... History: The City worked with Tony Lind Paving to repair worn and root damaged asphalt park paths at Saghalie, Steel Lake, Sacajawea, Mirror Lake, Olympic View, Heritage Woods and the West Campus Trail. City Council must accept this work as complete to meet State Department of Revenue, Department of Employment Security and Department of Labor and Industries requirements. Options Considered: 1. Accept the asphalt path repair work within City parks as complete. 2. Do not accept the work as complete, and provide direction to staff. .................... _........ _... ..... _................................. _.................................................... _........................................................................................................................ ...................................................... ........................................................................ _._........... _................. __.......... _..................... _....... _.... _.._.................... _._..... _..... MAYOR'S RECOMMENDATION: Option 1 MAYOR APPROVAL: �) y,�,RECTOR APPROVAL: Co mitte T C uncil 4,2 Com ttee COMMITTEE RECOMMENDATION: I move to forward the acceptance of the Tony Lind Paving asphalt path repair work as complete and forward the authorization to the Feruaryb 20, 2018 City Council consent agenda for approval. Committee Chair Committee Member Committee Member PROPOSED COUNCIL MOTION: "I move to accept the Tony Lind Paving asphalt path repair work as complete." (BELOW TO BE COMPLETED BY CITY CLERKS OFFICE) COUNCIL ACTION: ❑ APPROVED COUNCIL BILI. # ❑ DENIED 1sT reading ❑ TABLED/DEFERRED/NO ACTION Enactment reading ❑ MOVED TO SECOND READING (ordinances only) ORDINANCE # REVISED - 08/12/2010 RESOLUTION # 13 This Page Left Blank Intentionally 14 COUNCIL MEETING DATE: February 20, 2018 ITEM #: CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL SUBJECT: INTERLOCAL AGREEMENT BETWEEN THE CITY OF FEDERAL WAY AND THE SOUTH KING FIRE AND RESCUE DISTRICT TO OCCUPY A PORTION OF CITY HALL POLICY QUESTION: Should the City of Federal Way agree to allow the South King Fire and Rescue District to occupy a portion of City Hall in exchange for payments to defray building maintenance costs and other consideration? COMMITTEE: Parks, Recreation, Human Services & Public Safety MEETING DATE: Feb 13, 2018 Council Committee CATEGORY: ® Consent ❑ Ordinance ❑ Public Hearing ❑ City Council Business ❑ Resolution ❑ Other STAFF REPORT BY: DEPT: Parks Department Attachments: Staff Report Interlocal Agreement between the City of Federal Way and South King Fire and Rescue relating to office space in the Federal Way City Hall building Options Considered: 1. Accept the proposed Interlocal Agreement between the City of Federal Way and South King Fire and Rescue 2. Reject the proposed Interlocal Agreement between the City of Federal Way and South King Fire and Rescue and give staff direction. MAYOR'S RECOMMENDATION: 1. Accept the proposed Interlocal Agreement between the City of Federal Way and South King Fire and Rescue relating to office space in the Federal Way City Hall building DIRECTOR APPROVAL: 111 Initial/Date COMMITTEE RECOMMENDATION: I move to forward the proposed Interlocal Agreement between the City of Federal Way and South King Fire and Rescue relating to office space in the Federal Way City Hall building to the February 20, 2018 consent agenda for approval. Committee Chair Committee Member Committee Member PROPOSED COUNCIL MOTION: "I move to approve the Interlocal Agreement between the City of Federal Way and South King Fire and Rescue relating to office space in the Federal Way City Hall building for a term of 10 years, and authorize the Mayor to sign said agreement. " (BELOW TO BE COMPLETED BY CITY CLERK'S OFFICE) COUNCIL ACTION: ❑ APPROVED COUNCIL BILL # ❑ DENIED First reading ❑ TABLED/DEFERRED/NO ACTION Enactment reading ❑ MOVED TO SECOND READING (ordinances only) ORDINANCE # REVISED — 12/2017 RESOLUTION # 15 CIT Federal Way Parks Department Date: Feb 2, 2018 To: PRHSPS Council Committee Via: Mayor Jim Ferrell John R Hutton., Director of Parks. From: Stephen Ikerd., Deputy Director of Parks Subject: Interlocal Agreement between the City of Federal Way and South King Fire and Rescue relating to office space in the Federal Way City Hall building. Background: The South King Fire and Rescue District provides fire code safety inspections and plan review for permits for the citizens of Federal Way. The citizens benefit by having access to City and Fire District permits at a single location. The City also achieves more efficiency in the permitting process by locating these services in the same building. The District has used office space in City Hall since 2004 and this arrangement has been part of a long-term, successful partnership. Calculation of Maintenance and Operation Costs: City Hall gross square feet — 88,085 SKFD is currently using 1638 square feet of space in City Hall. 2015 total expenditures on City Hall - $364,874.72 2016 total expenditures on City Hall - $367,687.22 2017 total to date on City Hall - $340,657.18 — year end closeout pending so this number will increase from a December report. If averaged cost is $363,000 divided by 88,085 sf. that equals $4.12 sf actual annual cost which includes; utilities, supplies, materials, tools and one 1/2 time staff. • Note; many hours of other Park staff and administrative staff time is spent on City Hall which is not reflected in the 505 City Hall building fund account where the above total expenditures were taken from. Tracking all the additional staff and administrative time every year would be challenging and time consuming so we applied a 20% support fee to the $4.12 sf average annual cost of .84 sf and rounded the combined number to $5.00 per sf lease rate. City staff and SKFR staff feel this is a fair and reasonable rate. Recommendation: Staff recommends extending the South King Fire & Rescue lease for an additional 10 years at $5.00 per square foot with included language to re-evaluate this rate in 5 years. 16 INTERLOCAL AGREEMENT BETWEEN THE CITY OF FEDERAL WAY AND SOUTH KING AND RESCUE RELATING TO OFFICE SPACE IN THE FEDERAL WAY CITY HALL BUILDING THIS AGREEMENT is made and entered into this _ day of , 2018, by and between South King Fire and Rescue, a political subdivision of the State of Washington, (hereinafter referred to as "District") and the City of Federal Way, Washington, a municipal corporation (hereinafter referred to as "Federal Way or City"), hereinafter collectively referred to as the "Parties." WHEREAS, the City owns and operates a facility commonly known as Federal Way City Hall ("City Hall"); WHEREAS, the District has a fully functional Fire Prevention Division, staffed with trained personnel that regularly approves permits and conducts fire code safety inspections in the area that includes the City; WHEREAS, the District and the City have previously concluded that it is beneficial to the citizens of Federal Way to form a long-term partnership that streamlines the permitting process; WHEREAS, the District and the City believe this partnership and public access to the permit process is most efficiently achieved by collocating the parties' respective permitting functions in one facility; WHEREAS, the parties previously entered into an agreement to build out office space for the District's use at City Hall to facilitate the District providing permit services to the citizens of Federal Way; WHEREAS, the parties agree that the District's presence at City Hall has been successful and agree that the parties should continue this arrangement; WHEREAS, RCW 39.34.08 and other Washington law, as amended, authorizes any city to enter into an interlocal agreement to permit another government entity to perform any governmental service, activity, or undertaking that either entity is authorized by law to perform; and WHEREAS, the governing bodies of each of the parties hereto have determined to enter into this Agreement as authorized and provided for by RCW 39.34.080 and other Washington law as amended; NOW THEREFORE, pursuant to the provisions of the Interlocal Cooperation Act, Chapter 39.34 RCW, and in consideration of the mutual terms, provisions, and obligations contained herein, it is agreed by and between the City and the District as follows: 17 1. PREMISES. The City hereby agrees, with the following terms and conditions, to allow the District to occupy a portion of City Hall located at 33325 8"' Avenue South, Federal Way, WA 98003, consisting of approximately 1,638 square feet as described in Exhibit "A," which is incorporated by reference (hereinafter referred to as "Premises"). Furnishings and information systems to be used by District personnel will be provided by the District. 2. TERM. The term of this Agreement shall commence upon the effective date of the Agreement and shall continue for ten (10) years. Either party may terminate this Agreement with six (6) months written notice unless a shorter period is mutually agreed upon in writing by the Parties. 3. RENT. In lieu of paying rent, the District agrees to provide fire protection services necessary for the protection and safety of personnel and property on City -owned properties without reimbursement authorized by RCW 52.30.020. 4. ON-GOING MAINTENANCE AND OPERATION COSTS. The City incurs costs to operate City Hall such as taxes, janitorial services, electrical costs, garbage removal, sewer fees, water fees, maintenance and repair of building systems, landscaping and parking lot maintenance, window washing, and natural gas fees. The District agrees to pay to the City annually Five Dollars ($5.00) per square foot of the space described in Exhibit "A" ($5.00 x 1,638 square feet = $8,190.00) to cover the on-going maintenance and operation costs ("M&O Costs") attributable to District use of City Hall. M&O Costs are to be received by the City by the 151h day of December each year. The rate per square foot may be reviewed and adjusted 5 years after the execution of this agreement to reflect actual M&O Costs attributable to District use of City Hall. Such adjustment will be reduced to writing and added to this Agreement as an amendment. 5. M&O COSTS FOR THE YEARS 2015, 2016, AND 2017. The District agrees to pay the City Eight Thousand One Hundred Ninety Dollars ($8,190.00) per year for the years 2015, 2016, and 2017 for a total of Twenty-four Thousand Five Hundred Seventy Dollars ($24,570) in consideration for previously unreimbursed M&O Costs incurred by the City for those years. The District agrees to pay this as a lump sum payment within 2 months of executing this Agreement. 6. FACILITY AMENITIES. The City agrees to provide the following: a. Use of the Premises as described in Exhibit "A"; b. One designated parking space located in the parking area adjacent to City Hall's north entrance marked for Fire Marshall use only, and six designated parking spaces in the lot on the north side of S 333`d Street across from City Hall; and 18 C. Use of City Hall amenities by the District's staff assigned to work at the Premises. 7. USE OF PREMISES. The District shall only use the Premises to fulfill the functions of the Fire Marshall's office and the City of Federal Way. If the District desires to use the space for other purposes, the District will seek written consent from the City, which will not be unreasonably withheld. 8. ASSIGNMENT OR SUBLEASE PROHIBITED. The District agrees to not assign or transfer this Agreement, nor sublet the whole or any part of the Premises, nor grant an option for assignment, transfer, or sublease for the whole or any part of the Premises 9. LIABILITY. The District hereby releases the City from all responsibility for any property placed in the Premises, and indemnifies and holds harmless the City for any loss, injury or damages to persons or property that are sustained solely by reason of the occupancy of the Premises under this Agreement. 10. CONTACT PERSONS. The Parties stipulate that the following persons shall be the contact person for the City and the District, respectively: City: Parks District Director City of Federal Way 33325 8h Avenue S. Federal Way, WA 98003 District: Fire Chief South King Fire and Rescue 31617 1St Avenue S. Federal Way, WA 98003 11. ACTION BY MAYOR AND FIRE CHIEF AUTHORIZED. The Parties authorize the Mayor of the City of Federal Way and the Fire Chief of South King Fire and Rescue to administer and take those actions consistent with this Agreement. 12. FILING OF AGREEMENT. This Agreement will be filed with the King County Auditor by the City Clerk as required by law, or, alternatively, listed by subject on either Party's web site. 13. ENTIRE AGREEMENT - AMENDMENTS. This executed Agreement constitutes the entire understanding and agreement of the Parties. There are no terms, obligations, covenants, or conditions other than those contained herein. Any modification or amendment to this document shall be by agreement of the Parties in writing. 14. THIRD PARTY BENEFICIARIES AND AGENCY. There shall be no third -party beneficiary to this Agreement. This Agreement does not create a new entity, nor shall either Party be deemed to be an agent of the other, for purposes of this Agreement. No property shall exchange between the Parties during the performance of this Agreement. Each Party shall retain all ownership rights in the respective property of that Party. Failure of either Party to insist upon strict performance of any provision of this 19 Agreement shall not be deemed a waiver of that Party's right to insist upon strict performance at a later time. IN WITNESS THEREOF, the Parties have executed this Agreement. `eytrell, Mayor ATTEST: Stephanie Courtney, CMC, City Clerk Date: APPROVED AS TO FORM: J. Ryan Call, City Attorney DISTRICT: Allen Church, Fire Chief Date: ATTEST: Date: APPROVED AS TO FORM: 20 COUNCIL MEETING DATE: February 20, 2018 ITEM #: . ......................._................................................................................................................................................................... _. _............. ......_................................ .......................................... ....................................................................................................................... ................... ............................... CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL SUBJECT: FIFTH AMENDMENT FOR TREE SERVICES POLICY QUESTION: Should the Council authorize a fifth amendment to a maintenance agreement with Thundering Oak, Enterprise? COMMITTEE: Parks, Recreation, Human Services & Public Safety MEETING DATE: Feb 13, 2018 Council Committee CATEGORY: ® Consent ❑ Ordinance ❑ Public Hearing ❑ City Council Business ❑ Resolution ❑ Other STAFF REPORT BY: Steve Ikerd Parks De ut .Director DEPT: Parks Department P . Y.........................................................................................................................._....................................................................................................................................... History: Following a competitive bid process, Thundering Oak, Enterprise entered into a Maintenance Agreement. This service provides tree assessments, hazardous tree mitigation and storm cleanup. Their agreement ends December 31, 2018. Due to numerous tree issues there is a need to increase the compensation portion of the current agreement by $66,000.00, for a grand total contract value of $261,159.00. Attachments: Amendment # 5 Options Considered: 1. Authorize a fifth amendment to the Thundering Oak, Enterprise Agreement by increasing their compensation by $66,000.00. 2. Do not authorize a fifth amendment and provide direction to staff. .................................................................................................................................................................................................................................................................................................................................................................................................................................................................. MAYOR'S RECOMMEND TION: Option 1 MAYOR APPROVAL: DIRECTOR APPROVAL: -41,C11 JF C-omhttee InitiaUDate initial/Date COMMITTEE RECOMMENDATION: I move to forward the proposed fifth amendment between the City of Federal Way and Thundering Oak Enterprises to the February 20, 2018 consent agenda for approval. Committee Chair Committee Member Committee Member PROPOSED COUNCIL MOTION: "I move to approve the fifth amendment between the City of Federal Way and Thundering Oak, Enterprises and authorize the Mayor to sign said amendment. " BELOW TO BE COMPLETED BY CITY CLERK'S OFFICE COUNCIL ACTION: ❑ APPROVED COUNCIL BILL # ❑ DENIED First reading ❑ TABLED/DEFERRED/NO ACTION Enactment reading ❑ MOVED TO SECOND READING (ordinances only) ORDINANCE # REVISED — 12/2017 RESOLUTION # 21 I CITY OF CITY HALL ,,. Federa1 Way 33325 8th Avenue South Federal Way. WA 98003-6325 (253) 835-7000 vvmv c+tyoffederalway. corn AMENDMENT NO.5 TO MAINTENANCE AGREEMENT FOR TREE SERVICE This Amendment ("Amendment No. 5") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Thundering Oak Enterprises, Inc., a Washington corporation ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for Tree Services ("Agreement") dated effective January 18, 2011, as amended by Amendment No(s). 1, 2, 3 and 4 as follows: 1. 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-5, 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 an attached Exhibit, 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. 2. 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 all 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 perj ury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] 22 AMENDMENT - 1 - 3/2017 ` Federal Way CITY OF CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 (253) 835-7000 mm c/tyoffederahvay c om IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: 0 Jim Ferrell, Mayor DATE: THUNDERING OAK ENTERPRISES, Inc.,: By: Printed Name: Title: Date: STATE OF WASHINGTON ) ss. COUNTY OF ) ATTEST: Stephanie Courtney, CMC, City Clerk APPROVED AS TO FORM: J. Ryan Call, City Attorney On this day personally appeared before me to me known to be the of that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath 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 AMENDMENT 20 Notary's signature Notary's printed name Notary Public in and for the State of Washington. My commission expires 23 -2- My commission expires 3/2017 ` CITY OF CITY HALL Fe d e ra I W` y 33325 8th Avenue South Ma Federal Way, WA 980038003 -6325 (253) 835-7000 wmv cityoffederalway. com EXHIBIT B-5 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an additional amount not to exceed Sixty Thousand and No/ 100 Dollars ($60,000.00), and Washington State sales tax equal to Six Thousand and No/100 Dollars ($6,000.00) for a total of Sixty -Six Thousand and No/100 Dollars (66,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Two Hundred Sixty -One Thousand, One Hundred Fifty -Nine and No/100 Dollars ($261,159.00). 24 AMENDMENT - 3 - 3/2017 COUNCIL MEETING DATE: February 20, 2018ITEM #: CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL SUBJECT: THE HUMANE SOCIETY FOR TACOMA AND PIERCE COUNTY AGREEMENT FOR SHELTER AND RELATED SERVICES POLICY QUESTION: Should the City of Federal Way, Federal Way Police Department enter into the 2018 Humane Society for Tacoma and Pierce County Agreement for Shelter and Related Services? COMMITTEE: Parks, Recreation, Human Services and Public Safety MEETING DATE: February 13, Council Committee — (PRHS&PSC) 2018 CATEGORY: ® Consent ❑ Ordinance ❑ Public Hearing ❑ City Council Business ❑ Resolution ❑ Other STAFF REPORT BY: Cathy Schrock Civilian O eration Manager DEPT: Police ...............`.......... ............. _.......................... _.............. -...-.- .-.-...._.-.....---.. _...... -_....... .._.......... Attachments: 1. PRHS&PSC Staff Memo 2. The Humane Society for Tacoma and Pierce County Agreement for Shelter and Related Services Options Considered: 1. Approve the execution of the agreement. 2. Do not approve this agreement. MAYOR'S RECOMMENDATION: 1- Approve the execution of the Shelter and Related Services Agreement MAYOR APPROVAL: kA!K�2/5 DIRECTOR APPROVAL: Initial/Date '-/-400 COMMITTEE RECOMMENDATION: I move to forward the Humane Society for Tacoma and Pierce County Agreement for Shelter and Related Services to the February 20, 2018 Council consent agenda for approval. Committee Chair Committee Member Committee Member PROPOSED COUNCIL MOTION: "I move to approve the execution of the Humane Society for Tacoma and Pierce County Agreement for Shelter and Related Services, effective January 1, 2018 through December 31, 2018 with an approximate compensation of no more than $65, 000 per year, and authorize the Mayor to sign said agreement. " (BELOW TO BE COMPLETED BY CITY CLERKS OFFICE) COUNCIL ACTION: ❑ APPROVED COUNCIL BILL # ❑ DENIED 1sT reading ❑ TABLED/DEFERRED/NO ACTION Enactment reading ❑ MOVED TO SECOND READING (ordinances only) ORDINANCE # REVISED— 01/2015 RESOLUTION # 25 CITY OF FEDERAL WAY CITY COUNCIL COMMITTEE STAFF REPORT DATE: February 13, 2018 TO: Parks, Recreation, Human Services and Public Safety Council Committee VIA: Jim Ferrell, Mayor FROM: Andy J. Hwang, Chief of Police SUBJECT: The Humane Society for Tacoma and Pierce County — Services Contract The Federal Way Police Department (FWPD) has entered into an agreement with the Humane Society for Tacoma and Pierce County since 2010. FWPD utilizes the Humane Society for handling strays, impounded and unwanted companion animals, and the disposal of deceased animals. The Society maintains complete and adequate records of operations involving all Federal Way animals and agrees to make its records of investigations available for the City of Federal Way's inspection. In 2018, the City of Federal Way agrees to pay the Society $90.76 per animal and allow the Society to retain all adoption, impound, license and other fees collected from the public for animals accepted into the shelter. In 2018, the Humane Society added a number of additional cost recovery methods to cover expenses, and rising costs to provide shelter and related services. The changes are highlighted below. • A rebate equal of one third of collected pet license revenue has customarily been credited monthly, this practice has been removed. The average annual rebate was approximately $1,700. Animals impounded for Potentially Dangerous (PDD) or Dangerous (DD) will begin to incur a boarding fee of $18 on day four vs day sixteen. A fee of $110 will be charged for any animal euthanized as a result of an action related to PDD or DD. This is the first such cost recovery adjustment since 2010, and the Animal Services Unit is confident that it can continue to control costs for the shelter and care of animals. For example, since 2014 the Unit has successfully reduced annual costs from a high of $66,000 to the lowest in 2017 of $45,000. This agreement will be in effect from January 1, 2018 through December 31, 2018. A THE HUMANE SOCIETY FOR TACOMA AND PIERCE COUNTY AGREEMENT FOR SHELTER AND RELATED SERVICES The parties to this contract are the CITY OF FEDERAL WAY, a municipal corporation, hereinafter referred to as the "Municipality," and THE HUMANE SOCIETY FOR TACOMA AND PIERCE COUNTY, a non-profit corporation formed and operating pursuant to RCW 16.52.020, hereinafter referred to as the "Society." The terms of this contract shall cover the period from January 1, 2018, through December 31, 2018. In consideration of the mutual benefits derived, the parties agree as follows: THE SOCIETY AGREES (1) To furnish and maintain and to employ adequate staff for suitable shelter for the handling of stray, impounded, and unwanted companion animals turned over to the Society by the Municipality or its residents. Companion animals are specifically defined as dogs, cats, domestic birds, domestic rabbits and small domestic rodents. Companion animals specifically exclude livestock (horses, cows, pigs, sheep, goats, fowl, etc.) venomous or dangerous reptiles and wild or exotic animals. Such facility shall include cat kennels and dog kennels, as well as facilities for the humane disposal of sick and injured companion animals. The facility will provide disposal (cremation) services for animals deceased upon arrival or during the time of sheltering. Impounded animals, awaiting disposition by the courts will be held for up to 15 days and subject to an additional charge after the first three days. After three days, board will be charged to Municipality at the rate of $18 per day per animal. (2) To keep the shelter staffed and open for the purposes of receiving companion animals and allowing such animals to be redeemed during regular business hours Monday through Saturday; PROVIDED THAT the Society shall establish and maintain 7 -day per week, 24- hour per day access for Municipality Animal Control Officers to drop off companion animals or carcasses outside of normal shelter hours. It is understood that this does not include responsibility for care for sick or injured companion animals outside of normal shelter hours. (3) To provide licensing services for animals adopted or impounded at the Humane Society shelter whose owner resides within the Municipality. The license service for impounded and adopted animals shall be provided during normal business hours and shall also be provided by the Society in animal illness or injury conditions so as to expedite medical attention for the animal. The Humane society shall maintain complete and adequate records of all licenses issued and shall provide a timely report to the Municipality listing the name and address of the licensee and a description of the animal licensed. The Humane Society will retain 100% of every license sold and payments shall be made to the Humane Society. (4) To provide orientation and training to Municipality Animal Control Officers and other Municipality staff to the Society shelter and its admissions policies, practices and other Society operations as appropriate. 1 27 (5) To maintain complete records of animals received and animals disposed of on behalf of the Municipality and other entities with whom the Municipality has contracted. The Society agrees to promptly make its records of investigations available for the Municipality's inspection at reasonable times, and to furnish reports of the Society's activities to Municipality, and to provide, within reason, such other data as the Municipality requests and as may be inspected or requested by other entities with whom the Municipality has contracted. This means the Society at such times and in such form as the Municipality may require, shall furnish the Municipality with periodic reports pertaining to the work and services undertaken pursuant to this Contract. The Society will make available to the Municipality all work-related records and documents for inspection, or evaluation during normal business hours in order to assess performance, compliance and/or quality assurance under this Contract. The Society further agrees to fully cooperate with any civil or criminal investigations by the Municipality and to make its employees available for interviews conducted in the furtherance of such investigations. (6) To provide access to computers for the Municipality for Animal Control Officers to enter data into the database software for animals picked up by Municipality Animal Control Officers. (7) To provide only basic exam, fecal sample, blood tests and weight for animals involved in cruelty investigation, per request of the Municipality Animal Control Officers to be billed to the Municipality. This service will be offered for cases of 1 to 2 animals and may be repeated weekly as deemed necessary by the Veterinarian staff at the Humane Society. The costs associated with any additional lab tests will be billed separately to the Municipality. Cruelty cases involving 3 to 6 animals would require advance notification in order to perform this service. Cases larger than 6 animals or animals needing detailed history and/or physical exams would need to be performed by an outside veterinarian of the Municipality's choice. (8) To maintain, during the term of this Agreement and at its sole cost and expense, the types of insurance coverages and in the amounts described below. The Society shall furnish evidence, satisfactory to the City, of all such policies. During the term hereof, the Society shall take out and maintain, in full force and effect, the following insurance policies: A. Comprehensive public liability insurance, including property damage, insuring the City and the Society against loss or liability for damages for personal injury, death or property damage arising out of or in connection with the performance of the Society of its obligations hereunder, with minimum liability limits of $1,000,000.00 combined single limit for personal injury, death or property damage in any one occurrence. B. Such workmen's compensation and other similar insurance as may be required by I aw. C. Professional liability insurance with minimum liability limits of $1,000,000.00. 2 (9) To furnish equipment and supplies used in the performance of the Society's obligations arising from this contract, except equipment and supplies which the Municipality expressly promises to furnish. (10) To hold harmless, indemnify and defend the Municipality and its officers, officials and employees from any claim, liability, lawsuit or legal judgment arising from or out of the negligent or tortuous actions or inactions of the Humane Society in its performance of the activities and services set forth herein in this agreement to be performed by the Society. The Agreement to indemnify, defend and hold harmless the Municipality by the Society shall not apply to any loss, claim, liability, lawsuit or legal judgment arising from the sole negligence of the Municipality. (11) To allow Municipality Animal Control Officers to sanitize their vehicles in accordance with Society practices until the Society requires the sanitizing facility to be vacated for construction. The Humane Society will provide 90 days' notice if the area is to be vacated. (12) Non-discrimination. The Society agrees to take all steps necessary to comply with all federal, state and Municipality laws and policies regarding nondiscrimination and equal employment opportunities. The Society shall not discriminate in any employment action because of race, religion, color, national origin or ancestry, sex, gender identity, sexual orientation, age marital status, familial status, or the presence of any sensory, mental or physical handicap. THE MUNICIPALITY AGREES: (1) The payment due in 2018 is calculated using an estimated 1% increase in the Society's cost per animal based on the change in Consumer Price Index (CPI) issued in June of every year. The 2018 payment will be adjusted to reflect the current cost per animal based on the change in the June 2017 CPI, but not to exceed $90.76 per animal as per Schedule A. Monthly payments based on net 15 days from date of receipt, with the final payment due by January 15, 2019. Any payment in full over 60 days late may cause a suspension of service and will automatically be charged a 1 % penalty. (2) To allow the Humane Society to retain all adoption, impound, board, fines and other fees collected from the public for animals accepted into the shelter. (3) To provide the Humane Society all licenses and licensing material for the Municipality and other entities with whom the Municipality has contracted with. (4) Until the Humane Society accepts the animal, the Municipality is responsible for all after-hours emergency care of any animal that it impounds. The Municipality will be responsible for payment of care for impounded animals taken by the Municipality after hours to veterinary clinics by its Animal Control officers. The Humane Society has a veterinarian available to provide veterinary care as outlined in the attached Schedule B, 3 29 however, in the event that the Humane Society does not have a veterinarian available to provide veterinary care at the Shelter, any animals needing such care during such times shall be the responsibility of the Municipality. The Society shall immediately inform Municipality when the Society does not have a veterinarian available to provide veterinary care at the Shelter and the expected duration if other than during the hours indicated in the attached schedule. The Municipality is responsible for transporting the animal from any veterinary clinic to the Humane Society once the animal is stabilized. (5) The Municipality Animal Control Officers will completely and accurately perform the data input required for shelter admission as well as scan each animal for microchips unless otherwise indicated in this contract . During shelter business hours, the Municipality may contract with the Society (at an additional cost) for Society employees to administer specified vaccines. After shelter business hours, officers must administer specified vaccines provided by the Society to animals dropped off at the shelter as required by shelter admissions policy, with the exception of when the Municipality Animal Control Officers have an emergency situation or the animal's behavior is dangerous, provided the officer notes the exception on the medical log. The Society will provide the necessary training for the vaccinations and computer intake requirements. The Society will provide the shelter admissions policy to the Municipality. (6) Municipality will provide its own Potentially Dangerous Dog (PDD) and Dangerous Dog (DD) hearings and services. Any euthanasia required by the PDD and DD programs will be paid for by the City of Federal Way. Current rate for euthanasia is $110.00. (7) To hold the Society harmless from any damages or attorneys' fees or costs incurred by the Society, as a result of litigation which (a) names the Society and (b) involves a City of Federal Way ordinance that is declared illegal or unenforceable and upon which the Society relied in the performance of its obligations under this agreement. MUTUAL COVENANTS AND UNDERSTANDINGS — both parties hereto agree to the following conditions: (1) All persons employed by the Society to perform its obligations under this contract shall be employees of the Society and not of the Municipality. (2) The term of this Agreement shall commence on the date hereof or on the 1 st day of January, 2018 and shall terminate on the 31St day of December, 2018. (3) Either party can terminate this contract upon 180 days' written notice; Provided that either party may terminate this upon 60 days' written notice for breach of any material clause herein. To facilitate timely renewal or termination, the parties agree to commence negotiations for the 2019 contract by August 1, 2018, and to gather and provide to each other all pertinent data reasonably necessary to meaningfully negotiate. 4 30 (4) If this contract is not renewed or terminated by the expiration date of this contract, it shall remain in full force and effect on a month-to-month basis with a 3.5% rate increase, in accordance with the terms of this contract. (5) Modification. This instrument constitutes the entire Agreement between the parties and supersedes all prior agreements. No modification or amendment shall be valid unless evidenced in writing, properly agreed to and signed by both parties. In the event either party shall desire to renegotiate any provision of the agreement, the party shall provide 90 days' notice to the other party. The notice shall identify the provision or provisions to be renegotiated, the requested changes, and shall state the reasons for the request. The party receiving the request shall respond in writing on or before the end of the 90 -day period. (6) Administration of Agreement: This Agreement shall be administered by the Chief Executive Officer, on behalf of the Society, and by the Mayor of the City, or designee, on behalf of the City. (7) Notices. All notices, requests, demands and other communications required by this Agreement shall be in writing and, except as expressly provided elsewhere in this Agreement, shall be deemed to have been given at the time of delivery if personally delivered or at the time of mailing if mailed by first class, postage pre -paid and addressed to the party at its address as stated in this Agreement or at such address as any party may designate at any time in writing. Notice of Monthly Billing and Licenses issued shall be e-mailed to: ATTN: Cathy Schrock Cathy. Schrock c-DCityofFederalWay.com CC: Suzanne Mortell Suzanne. Mortell an.CityofFederalWay.com Notice to Municipality shall be sent to: City of Federal Way Mayor's Office 33325 8th Ave S. Federal Way, WA 98003 Notice to the Society shall be sent to: The Humane Society Attn: CEO 2608 Center Street Tacoma, WA 98409 (9) Litigation Costs and Fees. In the event of litigation concerning the terms of or performance under this Agreement, the prevailing party, in addition to costs, shall be entitled to reasonable attorney's fees as determined by the court. 31 (10) Benefits. This Agreement is entered into for the benefit of the parties to this Agreement only and shall confer no benefits, direct or implied, on any third persons. End of Agreement. Signature page immediately following. DATED this day of 120 THE HUMANE SOCIETY FOR CITY OF FEDERAL WAY TACOMA AND PIERCE COUNTY CEO Date 32 Mayor Jim Ferrell Date 0 Humane Society/City of Federal Way Schedule A 2018 # of Animals 602 Cost per Animal $90.76 # Animals * Cost per Animal $54,637.52 Total $54,637.52 33 Humane Society Contract Schedule B 2018 Veterinary Department Service Hours Monday through Friday 9am-Spm* The Humane Society, including the Veterinary Department, is closed the following holidays: New Year's Day Martin Luther King Jr. Day Presidents' Day Memorial Day Independence Day Labor Day Thanksgiving Day Day after Thanksgiving Christmas Day *Medical emergencies MUST be brought in by 4pm. 34 11/20/2017mw COUNCIL MEETING DATE: February 20, 2018 ITEM #: CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL SUBJECT: AGREEMENT BETWEEN THE WASHINGTON TRAFFIC SAFETY COMMISSION (WTSC) AND THE FEDERAL WAY POLICE DEPARTMENT TO PROVIDE GRANT FUNDING FOR TRAFFIC ENFORCEMENT POLICY QUESTION: Should the City of Federal Way / Federal Way Police Department accept $3,000 from the WTSC for DUI, Speeding, Seat Belt, Motorcycle, and Distracted Driving enforcement? COMMITTEE: PARKS, RECREATION, HUMAN SERVICES & PUBLIC MEETING DATE: Feb. 13, 2018 SAFETY COUNCIL COMMITTEE (PRHS&PSC) CATEGORY: ® Consent ❑ Ordinance ❑ Public Hearing ❑ City Council Business ❑ Resolution ❑ Other STAFF REPORT BY: DEP... T: Police ........... _ -- ....._....._..... _...... - Attachments: 1. PRHS&PSC Memo 2. IAA Between the WTSC and the Federal Way Police Department Options Considered: 1. Accept Proposal for Grant Funding 2. Reject Proposal for Grant Funding MAYOR'S RECOMMENDATION: 1— Accept Proposal for Grant Funding MAYOR APPROVAL: % .1RECTOR APPROVAL: � mi a ounc / [ramal/Date Initial/Date Initial/Date COMMITTEE RECOMMENDATION: "I move to forward the IAA between the WTSC and the Federal Way Police Department to the February 20, 2018, City Council Consent Agenda for approval Committee Chair Committee Member Committee Member PROPOSED COUNCIL MOTION: "I move approval of the IAA between the WTSC and the Federal Way Police Department and authorize Chief Andy Hwang to sign said agreement. " (BELOW TO BE COMPLETED BY CITY CLERKS OFFICE) COUNCIL ACTION: ❑ APPROVED COUNCIL BILL # ❑ DENIED 1sT reading ❑ TABLED/DEFERRED/NO ACTION Enactment reading ❑ MOVED TO SECOND READING (ordinances only) ORDINANCE # REVISED— 11/2016 RESOLUTION # 35 CITY OF FEDERAL WAY CITY COUNCIL COMMITTEE STAFF REPORT DATE: February 13, 2018 TO: Parks, Recreation, Human Services and Public Safety Council Committee VIA: Jim Ferrell, Mayor FROM: Andy J. Hwang, Chief of Police SUBJECT: Interagency Agreement between the Washington Traffic Safety Commission and the Federal Way Police Department The Federal Way Police Department enforces traffic laws throughout the city to reduce collisions, traffic related crime, and make our streets safer. This is completed by utilizing our day to day staffing level. However, increasing the number of officers on patrol will yield better enforcement results and likely have a larger and longer lasting impact on traffic issues that affect our citizens. The Washington Traffic Safety Commission (WTSC) partners with the United States Department of Transportation (USDOT) and the National Highway Traffic Safety Administration (NHTSA) to offer an excellent opportunity for multijurisdictional high visibility emphasis (HVE) patrols throughout the year with funding from a grant. The goal is to reduce traffic related deaths and serious injuries through education of impaired driving, occupant protection, speeding, and distracted driving HVE patrols throughout the state. Simply put, this agreement would allow the City of Federal Way to put more of its police officers on the road with these traffic enforcement goals while knowing it will be reimbursed for the overtime expense. The areas of enforcement the agreement emphasizes are impaired driving, seat belt use, distracted driving, motorcycle safety, flex patrols (combines all of the previous) and Target Zero Teams (DUI). This interagency agreement is very similar to what the City has utilized in previous years. This agreement adds an additional $3,000 to the October 2017 — September 2018 agreement for $29,000 approved at the November 21, 2017 Council Meeting. 36 SmartField View INTERAGENCY AGREEMENT BETWEEN THE WASHINGTON TRAFFIC SAFETY COMMISSION 1.1101 Federal Way Police Department THIS AGREEMENT is made and entered into by and between the Washington Traffic Safety Commission, hereinafter referred to as "WTSC," and Federal Way Police Department, hereinafter referred to as "SUB - RECIPIENT." NOW THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the Parties mutually agree as follows: 1. PURPOSE OF THE AGREEMENT The purpose of this Agreement is to provide funding, provided by the United States Department of Transportation (USDOT) National Highway Traffic Safety Administration (NHTSA) and allowed under the Catalog of Federal Domestic Assistance (CFDA) number 20.616, for traffic safety grant project 2018- HVE-2681-Federal Way Police Department, in support of AG -1983 -King County Distracted Driving Prevention Campaign, specifically to provide funding for the SUB -RECIPIENT to conduct overtime multijurisdictional high -visibility enforcement (HVE) traffic safety emphasis patrols as outlined in the Statement of Work (SOW), in support of Target Zero priorities. The Target Zero Manager (TZM) and/or the Law Enforcement Liaison (LEL) shall coordinate the SOW with the SUB -RECIPIENT with the goal of reducing traffic -related deaths and serious injuries. 2. PERIOD OF PERFORMANCE The period of performance of this Agreement shall commence upon the date of execution by both Parties, but not earlier than October 1, 2017, and remain in ef*Zt until September 30, 2018, unless terminated sooner, as provided herein. 3. STATEMENT OF WORK Distracted Driving — The Agency will engage in multijurisdictional HVE cell phone distraction - focused patrols on some or all of the following dates: Primary Campaigns: Spring and summer 2018 The Target Zero Manager will coordinate other patrols outside these primary campaign dates during this agreement term if funds are available. The patrols shall occur in areas where the highest rates of cell phone use among drivers occur in the Agency's geographic area in King County. The Agency agrees to take a zero tolerance approach to cell phone -related distraction violations. Law enforcement officers will complete the Emphasis Patrol Activity Logs and forward to their Target Zero Manager within 48 hours of the completion of the cell phone distraction patrol shifts. Conditions - The Agency will deploy highly skilled officers in coordination with other King County law enforcement agencies and the King County Target Zero Task Force to generate the highest amount of deterrence possible and ensure compliance with the new distracted driving law. Officers working the overtime will conduct a minimum of three (3) self -initiated contacts per hour. The intension of these enforcement activities is to apprehend cellphone distracted drivers and issue Notices of Infraction/Citations (NOI/Cs) at contact unless circumstances dictate otherwise. The patrols are part of highly publicized campaign efforts. Planned publicity campaigns about the patrols will alert the public to the fact that extra patrols are targeting these violations. The Agency must assist Target Zero Managers with media requests and questions. Media Contacts: All of these patrols are conducted as part of a highly publicized, educational statewide effort. Publicity campaigns about these patrols are planned to alert the public to the fact that extra patrols are targeting these violations. At least one individual must be available for weekend media contacts, beginning at noon on Fridays before mobilizations. 3.1. MILESTONES AND DELIVERABLES obilization Dates pring Enforcement/Education Campaign April — June 2018 mmer Enforce ment/Education Campaign July — September 2018 3.2. COMPENSATION 3.2.1. Compensation for the overtime work provided in accordance with this Agreement has been established under the terms of RCW 39.34. The cost of accomplishing the work described in the SOW will not exceed $3,000.00. Payment for satisfactory performance of thovertime work shall not exceed this amount unless the Parties mutually agree to a higher amount in a written Amendment to this Agreement executed by both Parties. Comp -time is not considered overtime and will not be approved for payment. 3.3. SUMMARY OF PROJECT COSTS Funds break down into the following enforcement categories: EMPHASIS PATROL Employee salaries and benefits $3,000.00 3.3.1. WTSC will reimburse for personnel overtime expenses at 150 percent of the officer's normal salary rate plus SUB -RECIPIENT'S contributions to employee benefits, including FICA, Medicare, Worker's Compensation, and Unemployment Insurance. The SUB -RECIPIENT will provide law enforcement officers with appropriate equipment (e.g., vehicles, radars, breath testers, etc.) to participate in the emphasis patrols. 3.3.2. The funds issued under this Agreement are only to be used for the specified category and shall not be commingled between categories. APPLICABLE STATE AND FEDERAL TERMS AND CONDITIONS: 4 PARTICIPATION REQUIREMENTS AND CONDITIONS For each of the overtime emphasis patrols listed in the Statement of Work, the SUB -RECIPIENT will follow all protocols detailed in the "Multijurisdictional High Visibility Enforcement Protocols," which will be provided by the WTSC. Exceptions to these protocols must be pre -approved by the WTSC prior to the emphasis patrol(s). 5. PERFORMANCE STANDARDS Participating law enforcement officers working overtime hours are required to make a minimum of three self -initiated contacts per hour of enforcement. The WTSC recognizes that some contacts may result in time- consuming enforcement -related activities, and these activities are reimbursable. Other activities, such as collision investigations or emergency response that are not initiated through emphasis patrol contact WILL NOT be reimbursed. 6. ACTIVITY REPORTS The SUB -RECIPIENT agrees to have all personnel who work HVE patrols submit officer Emphasis Patrol Logs through the Washington Enterprise Management System (WEMS), or by other pre -approved means, within 48 hours of the end of all shifts worked. These same logs will be associated with invoices as detailed in the "BILLING PROCEDURE" section. 7. ADVANCE PAYMENTS PROHIBITED No payments in advance of or in anticipation of goods or services to be provided under this Agreement shall be made by the WTSC. 8. AGREEMENT ALTERATIONS AND AMENDMENTS This Agreement may be amended by mutual agreement of the Parties in the form of a written Amendment to this Agreement. Such amendments shall only be bindijig if they are in writing and signed by personnel authorized to bind each of the Parties. 9. ALL WRITINGS CONTAINED HEREIN This Agreement contains all the terms and conditions agreed upon by the Parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the Parties hereto. 10. ASSIGNMENT The SUB -RECIPIENT may not assign the work to be provided under this Agreement, in whole or in part, without the express prior written consent of the WTSC, which consent shall not be unreasonably withheld. The SUB -RECIPIENT shall provide the WTSC a copy of all third -party contracts and agreements entered into for purposes of fulfilling the SOW. Such third -party contracts and agreements must follow applicable federal, state, and local law, including but not limited to procurement law, rules, and procedures. If any of the funds provided under this Agreement include funds from NHTSA, such third -party contracts and agreements must include the federal provisions set forth in this Agreement in sections 32 through 40. 11. ATTORNEYS' FEES In the event of litigation or other action brought to enforce the Agreement terms, each Party agrees to bear its own attorney fees and costs. 12. BILLING PROCEDURE The SUB -RECIPIENT shall submit monthly invoices for reimbursement to WTSC with supporting documentation as WTSC shall require. All invoices for reimbursement shall be submitted using: • Form A-19 provided by WTSC or its pre -approved equivalent • Emphasis Patrol Log • Overtime approval sheets signed by the officer's supervisor Payment to the SUB -RECIPIENT for approved and completed work will be made by warrant or account transfer by WTSC within 30 days of receipt of such properly documented invoices acceptable to WTSC. Upon expiration of the Agreement, any claim for payment not already made shall be submitted within 45 days after the expiration date of this Agreement. All invoices for goods received or services performed on or prior to June 30, 2018, must be received by WTSC no later than August 10, 2018. All invoices for goods received or services performed between July 1, 2018, and September 30, 2018, must be received by WTSC no later than November 15, 2018. 13. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION The SUB -RECIPIENT shall not use or disclose any information concerning the WTSC, or information which may be classified as confidential, for any purpose not directly connected with the administration of this Agreement, except with prior written consent of the WTSC, or as may be required by law. 14. COST PRINCIPLES Costs incurred under this Agreement shall adhere to provisions of 2 CFR Part 200 Subpart E. 15. COVENANT AGAINST CONTINGENT FEES The SUB -RECIPIENT warrants that it has not paid, and agrees not to pay, any bonus, commission, brokerage, or contingent fee to solicit or secure this Agreement or to obtain approval of any application for federal financial assistance for this Agreement. The WTSC shall have the right, in the event of breach of this section by the SUB -RECIPIENT, to annul this Agreement without liability. 16. DISPUTES 16.1. Disputes arising in the performance of this Agreement, which are not resolved by agreement of the Parties, shall be decided in writing by the WTSC Deputy Director or designee. This decision shall be final and conclusive, unless within 10 days from the date of the SUB-RECIPIENT's receipt of WTSC's written decision, the SUB -RECIPIENT furnishes a written appeal to the WTSC Director. The SUB-RECIPIENT's appeal shall be decided in writing by the Director or designee within 30 days of receipt of the appeal by the Director. The decision shall be binding upon the SUB -RECIPIENT and the SUB -RECIPIENT shall abide by the decision. 16.2. Performance During Dispute. Unless otherwise directed by WTSC, the SUB -RECIPIENT shall continue performance under this Agreement while matters in dispute are being resolved. 17. GOVERNANCE 17.1. This Agreement is entered into pursuant to and under the authority granted by the laws of the state of Washington and any applicable federal laws. The provisions of this Agreement shall be construed to conform to those laws. 17.2. In the event of an inconsistency in the terms of this Agreement, or between its terms and any applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order: 17.2.1. Applicable federal and state statutes and rules 17.2.2. Terms and Conditions of this Agreement 17.2.3. Any Amendment executed under this Agreement 17.2.4. Any SOW executed under this Agreement 17.2.5. Any other provisions of the Agreement, including materials incorporated by reference 18. INCOME Any income earned by the SUB -RECIPIENT from the conduct of the SOW (e.g., sale of publications, registration fees, or service charges) must be accounted for, and that income must be applied to project purposes or used to reduce project costs. 19. INDEMNIFICATION 19.1. To the fullest extent permitted by law, the SUB -RECIPIENT shall indemnify and hold harmless the WTSC, its officers, employees, and agents, and process and defend at its own expense any and all claims, demands, suits at law or equity, actions, penalties, losses, damages, or costs of whatsoever kind ("claims") brought against WTSC arising out of or in connection with this Agreement and/or the SUB-RECIPIENT's performance or failure to perform any aspect of the Agreement. This indemnity provision applies to all claims against WTSC, its officers, employees, and agents arising out of, in connection with, or incident to the acts or omissions of the SUB -RECIPIENT, its officers, employees, agents, contractors, and subcontractors. Provided, however, that nothing herein shall require the SUB -RECIPIENT to indemnify and hold harmless or defend the WTSC, its agents, employees, or officers to the extent that claims are caused by the negligent acts or omissions of the WTSC, its officers, employees or agents; and provided further that if such claims result from the concurrent negligence of (a) the SUB -RECIPIENT, its officers, employees, agents, contractors, or subcontractors, and (b) the WTSC, its officers, employees, or agents, or involves those actions covered by RCW 4.24.115, the indemnity provisions provided herein shall be valid and enforceable only to the extent of the negligence of the SUB -RECIPIENT, its officers, employees, agents, contractors, or subcontractors. 19.2. The SUB -RECIPIENT waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend, and hold harmless the WTSC, its officers, employees, or agents. 19.3. The indemnification and hold harmless provision shall survive termination of this Agreement. 20. INDEPENDENT CAPACITY 41 The employees or agents of each Party who are engaged in the performance of this Agreement shall continue to be employees or agents of that Party and shall not be considered for any purpose to be employees or agents of the other Party. 21. INSURANCE COVERAGE 21.1. The SUB -RECIPIENT shall comply with the provisions of Title 51 RCW, Industrial Insurance, if required by law. 21.2. If the SUB -RECIPIENT is not required to maintain insurance in accordance with Title 51 RCW, prior to the start of any performance of work under this Agreement, the SUB -RECIPIENT shall provide WTSC with proof of insurance coverage (e.g., vehicle liability insurance, private property liability insurance, or commercial property liability insurance), as determined appropriate by WTSC, which protects the SUB - RECIPIENT and WTSC from risks associated with executing the SOW associated with this Agreement. 22. LICENSING, ACCREDITATION, AND REGISTRATION The SUB -RECIPIENT shall comply with all applicable local, state, and federal licensing, accreditation, and registration requirements and standards necessary for the performance of this Agreement. The SUB - RECIPIENT shall complete registration with the Washington State Department of Revenue, if required, and be responsible for payment of all taxes due on payments made under this Agreement. 23. RECORDS MAINTENANCE 23.1. During the term of this Agreement and for six years thereafter, the SUB -RECIPIENT shall maintain books, records, documents, and other evidence that sufficiently and properly reflect all direct and indirect costs expended in the performance of the services described herein. These records shall be subject to inspection, review, or audit by authorized personnel of the WTSC, the Office of the State Auditor, and federal officials so authorized by law. All books, records, documents, and other material relevant to this Agreement will be retained for six years after expiration. The Office of the State Auditor, federal auditors, the WTSC, and any duly authorized representatives shall have full access and the right to examine any of these materials during this period. 23.2. Records and other documents, in any medium, furnished by one Party to this Agreement to the other Party, will remain the property of the furnishing Party, unless otherwise agreed. The receiving Party will not disclose or make available this material to any third Parties without first giving notice to the furnishing Party and giving them a reasonable opportunity to respond. Each Party will utilize reasonable security procedures and protections to assure that records and documents provided by the other Party are not erroneously disclosed to third Parties. 24. RIGHT OF INSPECTION The SUB -RECIPIENT shall provide right of access to its facilities to the WTSC or any of its officers, or to any other authorized agent or official of the state of Washington or the federal government, at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this Agreement. The SUB -RECIPIENT shall make available information necessary for WTSC to comply with the right to access, amend, and receive an accounting of disclosures of their Personal Information according to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) or any regulations enacted or revised pursuant to the HIPAA provisions and applicable provisions of Washington State law. The SUB - RECIPIENT shall upon request make available to the WTSC and the United States Secretary of the Department of Health and Human Services all internal policies and procedures, books, and records relating to the safeguarding, use, and disclosure of Personal Information obtained or used as a result of this Agreement. 25. RIGHTS IN DATA 42 25.1. WTSC and SUB -RECIPIENT agree that all data and work products (collectively called "Work Product") pursuant to this Agreement shall be considered works made for hire under the U.S. Copyright Act, 17 USC § 101 et seq., and shall be owned by the state of Washington. Work Product includes, but is not limited to, reports, documents, pamphlets, advertisement, books, magazines, surveys, studies, computer programs, films, tapes, sound reproductions, designs, plans, diagrams, drawings, software, and/or databases to the extent provided by law. Ownership includes the right to copyright, register the copyright, distribute, prepare derivative works, publicly perform, publicly display, and the ability to otherwise use and transfer these rights. 25.2. If for any reason the Work Product would not be considered a work made for hire under applicable law, the SUB -RECIPIENT assigns and transfers to WTSC the entire right, title, and interest in and to all rights in the Work Product and any registrations and copyright applications relating thereto and any renewals and extensions thereof. 25.3. The SUB -RECIPIENT may publish, at its own expense, the results of project activities without prior review by the WTSC, provided that any publications (written, visual, or sound) contain acknowledgment of the support provided by NHTSA and the WTSC. Any discovery or invention derived from work performed under this project shall be referred to the WTSC, who will determine through NHTSA whether patent protections will be sought, how any rights will be administered, and other actions required to protect the public interest. 26. SAVINGS In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Agreement and prior to completion of the SOW under this Agreement, the WTSC may terminate the Agreement under the "TERMINATION FOR CONVENIENCE" clause, without the 30 - day notice requirement. The Agreement is subject to renegotiation at the WTSC's discretion under any new funding limitations or conditions. 27. SEVERABILITY If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision, if such remainder conforms to the requirements of applicable law and the fundamental purpose of this Agreement, and to this end the provisions of this Agreement are declared to be severable. 28. SITE SECURITY While on WTSC premises, the SUB -RECIPIENT, its agents, employees, or sub -contractors shall conform in all respects with all WTSC physical, fire, or other security policies and applicable regulations. 29. TAXES All payments of payroll taxes, unemployment contributions, any other taxes, insurance, or other such expenses for the SUB -RECIPIENT or its staff shall be the sole responsibility of the SUB -RECIPIENT. 30. TERMINATION FOR CAUSE If the SUB -RECIPIENT does not fulfill in a timely and proper manner its obligations under this Agreement or violates any of these terms and conditions, the WTSC will give the SUB -RECIPIENT written notice of such failure or violation, and may terminate this Agreement immediately. At the WTSC's discretion, the SUB -RECIPIENT may be given 15 days to correct the violation or failure. In the event that the SUB - RECIPIENT is given the opportunity to correct the violation and the violation is not corrected within the 15 - day period, this Agreement may be terminated at the end of that period by written notice of the WTSC. 43 31. TERMINATION FOR CONVENIENCE Except as otherwise provided in this Agreement, either Party may terminate this Agreement, without cause or reason, with 30 days written notice to the other Party. If this Agreement is so terminated, the WTSC shall be liable only for payment required under the terms of this Agreement for services rendered or goods delivered prior to the effective date of termination. 32. TREATMENT OF ASSETS 32.1. Title to all property furnished by the WTSC shall remain property of the WTSC. Title to all property furnished by the SUB -RECIPIENT for the cost of which the SUB -RECIPIENT is entitled to be reimbursed as a direct item of cost under this Agreement shall pass to and vest in the WTSC upon delivery of such property by the SUB -RECIPIENT. Title to other property, the cost of which is reimbursable to the SUB - RECIPIENT under this Agreement, shall pass to and vest in the WTSC upon (i) issuance for use of such property in the performance of this Agreement, or (ii) commencement of use of such property in the performance of this Agreement, or (iii) reimbursement of the cost thereof by the WTSC in whole or in part, whichever first occurs. 32.2. Any property of the WTSC furnished to the SUB -RECIPIENT shall, unless otherwise provided herein or approved by the WTSC, be used only for the performance of this Agreement. 32.3. The SUB -RECIPIENT shall be responsible for any loss or damage to property of the WTSC which results from the negligence of the SUB -RECIPIENT or which results from the failure on the part of the SUB -RECIPIENT to maintain and administer that property in accordance with sound management practices. 32.4. If any WTSC property is lost, destroyed, or damaged, the SUB -RECIPIENT shall immediately notify the WTSC and shall take all reasonable steps to protect the property from further damage. 32.5. The SUB -RECIPIENT shall surrender to the WTSC all property of the WTSC upon completion, termination, or cancellation of this Agreement. 32.6. All reference to the SUB -RECIPIENT under this clause shall also include SUB-RECIPIENT's employees, agents, or sub -contractors. 33. WAIVER A failure by either Party to exercise its rights under this Agreement shall not preclude that Party from subsequent exercise of such rights and shall not constitute a waiver of any other rights under this Agreement. APPLICABLE CERTIFICATIONS AND ASSURANCES FOR HIGHWAY SAFETY GRANTS (23 CFR PART 1300 APPENDIX A): 34. BUY AMERICA ACT The SUB -RECIPIENT will comply with the Buy America requirement (23 U.S.C. 313) when purchasing items using federal funds. Buy America requires the SUB -RECIPIENT to purchase only steel, iron, and manufactured products produced in the United States, unless the Secretary of Transportation determines that such domestically produced items would be inconsistent with the public interest, that such materials are not reasonably available and of a satisfactory quality, or that inclusion of domestic materials will increase the cost of the overall project contract by more than 25 percent. In order to use federal funds to purchase foreign produced items, the WTSC must submit a waiver request that provides an adequate basis and justification, and which is approved by the Secretary of Transportation. 35. DEBARMENT AND SUSPENSION 44 Instructions for Lower Tier Certification 35.1. By signing this Agreement, the SUB -RECIPIENT (hereinafter in this section referred to as the "lower tier participant") is providing the certification set out below and agrees to comply with the requirements of 2 CFR part 180 and 23 CFR part 1300. 35.2. The certification in this section is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 35.3. The lower tier participant shall provide immediate written notice to the WTSC if at any time the lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 35.4. The terms covered transaction, debarment, suspension, ineligible, lower tier, participant, person, primary tier, principal, and voluntarily excluded, as used in this clause, have the meanings set out in the Definitions and Covered Transactions sections of 2 CFR part 180. 35.5. The lower tier participant agrees by signing this Agreement that it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by NHTSA. 35.6. The lower tier participant further agrees by signing this Agreement that it will include the clause titled "Instructions for Lower Tier Certification" including the "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions, and will require lower tier participants to comply with 2 CFR part 180 and 23 CFR part 1300. 35.7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the List of Parties Excluded from Federal Procurement and Non -procurement Programs. 35.8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 35.9. Except for transactions authorized under paragraph 35.5. of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, the department or agency with which this transaction originated may disallow costs, annul or terminate the transaction, issue a stop work order, debar or suspend you, or take other remedies as appropriate. Certification Regarding Debarment, Suspension, Inelii5 ility and Voluntary Exclusion - Lower Tier Covered Transactions 35.10. The lower tier participant certifies, by signing this Agreement, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. 35.11. Where the lower tier participant is unable to certify to any of the statements in this certification, such participant shall attach an explanation to this Agreement. 36. THE DRUG-FREE WORKPLACE ACT OF 1988 (41 U.S.C. 8103) 36.1. The SUB -RECIPIENT shall: 36.1.1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace, and shall specify the actions that will be taken against employees for violation of such prohibition. 36.1.2. Establish a drug-free awareness program to inform employees about the dangers of drug abuse in the workplace; the SUB-RECIPIENT's policy of maintaining a drug-free workplace; any available drug counseling, rehabilitation, and employee assistance programs; and the penalties that may be imposed upon employees for drug violations occurring in the workplace. 36.1.3. Make it a requirement that each employee engaged in the performance of the grant be given a copy of the statement required by paragraph 36.1.1. of this section. 36.1.4. Notify the employee in the statement required by paragraph 36.1.1. of this section that, as a condition of employment under the grant, the employee will abide by the terms of the statement, notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction, and notify the WTSC within 10 days after receiving notice from an employee or otherwise receiving actual notice of such conviction. 36.1.5. Take one of the following actions within 30 days of receiving notice under paragraph 36.1.3. of this section, with respect to any employee who is so convicted: take appropriate personnel action against such an employee, up to and including termination, and/or require such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state, or local health, law enforcement, or other appropriate agency. 36.1.6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of all of the paragraphs above. 37 FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT (FFATA) In accordance with FFATA, the SUB -RECIPIENT shall, upon request, provide WTSC the names and total compensation of the five most highly compensated officers of the entity, if the entity in the preceding fiscal year received 80 percent or more of its annual gross revenues in federal awards, received $25,000,000 or more in annual gross revenues from federal awards, and if the public does not have access to information about the compensation of the senior executives of the entity through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 or section 6104 of the Internal Revenue Code of 1986. 38. FEDERAL LOBBYING 38.1. The undersigned certifies, to the best of his or her knowledge and belief, that: 38.1.1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence Mofficer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 38.1.2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form - LLL, Disclosure Form to Report Lobbying, in accordance with its instructions. 38.1.3. The undersigned shall require that the language of this certification be included in the award documents for all sub -awards at all tiers (including sub -contracts, sub -grants, and contracts under grant, loans, and cooperative agreements), and that all sub -recipients shall certify and disclose accordingly. 38.2. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 39. NONDISCRIMINATION 39.1. During the performance of this Agreement, the SUB -RECIPIENT agrees: 39.1.1. To comply with all federal nondiscrimination laws and regulations, as may be amended from time to time. 39.1.2. Not to participate directly or indirectly in the discrimination prohibited by any federal non- discrimination law or regulation, as set forth in Appendix B of 49 CFR Part 21 and herein. 39.1.3. To permit access to its books, records, accounts, other sources of information, and its facilities as required by the WTSC, USDOT, or NHTSA. 39.1.4. That, in the event a contractor/funding recipient fails to comply with any nondiscrimination provisions in this contract/funding Agreement, the WTSC will have the right to impose such contract/agreement sanctions as it or NHTSA determine are appropriate, including but not limited to withholding payments to the contractor/funding recipient under the contract/agreement until the contractor/funding recipient complies, and/or cancelling, terminating, or suspending a contract or funding agreement, in whole or in part. 39.1.5. To insert this clause, including all paragraphs, in every sub -contract and sub -agreement and in every solicitation for a sub -contract or sub -agreement that receives federal funds under this program. 40. POLITICAL ACTIVITY (HATCH ACT) The SUB -RECIPIENT will comply with provisions of the Hatch Act (5 U.S.C. 1501-1508), which limit the political activities of employees whose principal employment activities are funded in whole or in part with federal funds. 41. PROHIBITION ON USING GRANT FUNDS TO CHECK FOR HELMET USAGE The SUB -RECIPIENT will not use 23 U.S.C. Chapter4igrant funds for programs to check helmet usage or to create checkpoints that specifically target motorcyclists. This Agreement does not include any aspects or elements of helmet usage or checkpoints, and so fully complies with this requirement. 42. STATE LOBBYING None of the funds under this Agreement will be used for any activity specifically designed to urge or influence a state or local legislator to favor or oppose the adoption of any specific legislative proposal pending before any state or local legislative body. Such activities include both direct and indirect (e.g., "grassroots") lobbying activities, with one exception. This does not preclude a state official whose salary is supported with NHTSA funds from engaging in direct communications with state or local legislative officials, in accordance with customary state practice, even if such communications urge legislative officials to favor or oppose the adoption of a specific pending legislative proposal. 43. DESIGNATED CONTACTS The following named individuals will serve as designated contacts for each of the Parties for all communications, notices, and reimbursements regarding this Agreement: The Contact for the SUB -RECIPIENT is: Sara Wood swood@kentwa.gov 253-856-5856 44. AUTHORITY TO SIGN The Contact for WTSC is: Erika Mascorro emascorro@wtsc.wa.gov 360-725-9860 ext. The undersigned acknowledgment that they are authorized to execute this Agreement and bind their respective agencies or entities to the obligation set forth herein. IN WITNESS WHEREOF, the parties have executed this Agreement. Federal Way Police Department Signature 140y Printed Name aa'r &-7= Title ///B/JS Date WASHINGTON TRAFFIC SAFETY COMMISSION 48 Signature Printed Name Title Date 49 This Page Left Blank Intentionally 50 COUNCIL MEETING DATE: February 20, 2018 ITEM #: CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL SUBJECT: SYSTEMS FOR PUBLIC SAFETY, INC. — `GOODS & SERVICES' AGREEMENT FOR INSTALLATION AND ELECTRICAL REPAIR OF POLICE VEHICLE EMERGENCY EQUIPMENT POLICY QUESTION: Should the Federal Way Police Department enter into a `Goods & Services' Agreement with Systems for Public Safety, Inc. — For specific police vehicle equipment installation and electrical repair? COMMITTEE: Parks, Recreations, Human Services and Public Safety MEETING DATE: Feb. 13, 2018 Council Committee — (PRHS&PSC) CATEGORY: ® Consent ❑ Ordinance ❑ Public Hearing ❑ City Council Business ❑ Resolution ❑ Other STAFF REPORT BY: Kristen Gre o , Quartermaster uartermaster DEPT: Police —._R.....- - -- ..__.._......._.....__—.... ._. _— �.......-----.....-- ------ ._..._.........---...._._.. _ ...........----- Attachments: 1. PRHS&PSC Staff Memo 2. `Goods & Services' Agreement for police vehicle equipment installation and repair 3. Sole Source Memo Options Considered: 1. Approve the Execution of this `Goods & Services' Agreement 2.Do not approve this Agreement MAYOR'S RECOMMENDATION: 1— Approve this `Goods & Services' Agreement Request MAYOR APPROVAL: DIRECTOR APPROVAL:/ 21 AS InitiaL e - InitiaVDate InitiaUDate COMMITTEE RECOMMENDATION: "I move to forward the `Goods & Services' Agreement with Systems for Public Safety, Inc. for the installation and electrical repair of Police Vehicles, to the February 20, 2018 Council consent agenda for approval. " Committee Chair Committee Member Committee Member 10000 PROPOSED COUNCIL MOTION: "I move for approval of the `Goods & Services' Agreement with Systems for Public Safety, Inc. for the installation and electrical repair of Police Vehicles, effective September 30, 2017 through September 30, 2020 with a total compensation of no more than $300,000 per year, and authorize the Mayor to sign said agreement. " (BELOW TO BE COMPLETED BY CITY CLERKS OFFICE) COUNCIL ACTION: ❑ APPROVED COUNCIL BILL # ❑ DENIED• 1sT reading ❑ TABLED/DEFERRED/NO ACTION Enactment reading ❑ MOVED TO SECOND READING (ordinances only) ORDINANCE # REVISED —1/2015 RESOLUTION # 51 CITY OF FEDERAL WAY CITY COUNCIL COMMITTEE STAFF REPORT DATE: February 13, 2018 TO: Parks, Recreation, Human Services and Public Safety Council Committee VIA: Jim Ferrell, Mayor FROM: Andy J. Hwang, Chief of Police SUBJECT: Systems for Public Safety, Inc. - Goods and Services Agreement for the Installation and Electrical Repair of Police Vehicle Emergency Equipment. The Federal Way Police Department (FWPD) is entering into a Goods and Services Agreement with Systems for Public Safety, Inc. for certain Police Vehicles. This company installs and repairs police vehicle equipment to include, but not limited to, lighting, push bumpers, power management systems, prisoner and canine containment cages, siren systems, and any in -vehicle accessories needed. The materials, quality of work and services provided are excellent. This Goods & Services Agreement will be effective January 01, 2018 through September 31, 2020. The total cost should not typically exceed $300,000 per year. Please see sole source document attached. 1 52 CITY OF FEDERAL WAY Federal Way Police Department MEMORANDUM To: Andy J. Hwang, Chief of Police From: Kristen Gregory, Quartermaster Date: September 1, 2017 Subject: Sole Source Selection for Emergency Equipment Installation and Repair In early 2006, the police department began searching for a vendor that could provide services to install and repair aftermarket police emergency equipment. In May 2006, we began using Systems for Public Safety, Inc. (S.P.S.) based in Lakewood Washington. Since then we have been extremely pleased with the level of customer service and quality of services provided by this vendor. Locally (Puget Sound area), there are only three major vendors capable of providing this type of service on the scale that we would need based on our department size: Systems for Public Safety, FCI, and Day Wireless. Description of vendors: Systems for Public Safety: S.P.S. is located in Lakewood, seventeen miles from City Hall. They provide installation and repair services to more than 65 agencies in Washington State including Bonney Lake, Buckley, Des Moines, Fife, Kent, Lakewood, Mercer Island, Milton, Monroe, Mountlake Terrace, Olympia, Orting, Puyallup, Redmond, Renton, Seattle, Sumner, Tacoma, and Tukwila. Some of the Cities to which they provide services have their own city shops, yet prefer Systems for Public Safety to install their emergency equipment because of the speed and expertise provided. Systems for Public Safety is a full-service shop that enforces a strict background policy with their employees. In addition to their shop, S.P.S. has provided mobile service allowing us to address specific projects here at City Hall. They are the preferred service provider/installer of our Automatic License Plate Reader vendor. Since May 2006, S.P.S. has completed installations of over 85% of our current fleet. They have also completed all necessary repairs to aftermarket emergency equipment to other specialty fleet vehicles. When S.P.S. built vehicles return to the shop for repair, the majority of time it is due to product failure rather than installation error. Generally our volunteers take two cars to S.P.S. per wee;q making location a very important factor. S.P.S. has developed a streamlined process for completing new vehicle installs. They are able to build a standard patrol car in two days (55 labor hours) while maintaining strict quality control. All patrol vehicles that are model year 2013 and newer have been set up with the same specifications including a "Power Distribution Unit", designed by Systems for Public Safety and manufactured in the state of Washington specifically for northwest law enforcement agencies. The P3 is a power management device with designated outputs for police radio, lightbar, siren amp, ignition, with two time -down banks and inputs for factory power/ground and ignition from the console. It benefits officer efficiency by allowing officers to turn their cars off, yet keep power to computers and radios while sensing and shutting down equipment before it drains the vehicle battery. This Power Distribution Unit has drastically decreased vehicle and officer down-time while reducing cost of repairs due to dead batteries. Cost of equipment purchased during installations is competitive because it is offered to our agency at the S.P.S. bulk purchased rates. Cost of Setina items (Prisoner cages, push bumpers, PIT wraps) are offered at the state contract pricing rates. Setina items are stocked at SPS so that our collision vehicles can return back to road ready condition within a few days instead of having to wait 4-6 weeks for Setina to manufacture and fill our orders. FCI: FCI is located in North Bend, 40 miles from City Hall. They provide installation and repair services to several agencies in Washington State. FCI is capable of providing the necessary service. However, due to their location it is very time consuming to drive vehicles to the shop for repairs. They do not offer the PD3 power distribution system. If vehicles were installed at FCI, they would not be set up exactly like our other patrol vehicles. Day Wireless: Day Wireless offers police emergency equipment installation. Past experiences with Day Wireless installations of emergency equipment and an Automatic License Plate Reader system resulted in disorganized wiring and increased vehicle battery issues. Evaluation and Recommendation: The office of the Quartermaster has reviewed the three local options. Compatibility of equipment is of the paramount consideration. Considering the longevity, pricing, and satisfaction, it was determined that Systems for Public Safety is the only shop capable of continuing to provide the necessary service to our fleet. They have built the majority of our current police fleet. They have gone to great lengths to develop specialized equipment and standardize each build, making installs much simpler and decreasing down time and needed repairs. Having a large fleet that is growing by the year requires FWPD to have a reliable and dedicated vendor that is located in close proximity. The vendor that best meets these requirements is Systems for Public Safety, Inc.. 54 2 ` CITY OFCITY HALL 33325 8th Avenue South Federal Way Federal Way, WA 98003-6325 (253) 835-7000 www cityofiederalway com GOODS AND SERVICES AGREEMENT FOR INSTALLATION AND REPAIR OF POLICE VEHICLE EMERGENCY EQUIPMENT This Goods and Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Systems for Public Safety, Inc, a Washington 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: INSERT CONTRACTOR'S CO. NAME: Systems for Public Safety, Inc. 8909 South Tacoma Way Lakewood, Wa 98499 (253) 983-1103 (telephone) (253) 983-1101 (facsimile) com The Parties agree as follows: CITY OF FEDERAL WAY: Police Department Quartermaster 33325 8th Ave. S. Federal Way, WA 98003-6325 (253) 835-6769 (telephone) (253) 835-6899 (facsimile) 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 9/30/2020 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 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 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 ibe corrections within a reasonable time as determined by 5.5 GOODS AND SERVICES AGREEMENT - 1 - 9/2017 ` CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederahvay com 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 (3 0) 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 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 a5n�d all amounts due or to become due the Contractor. GOODS AND SERVICES AGREEMENT - 2 - 9/2017 CITY OF CITY HALL Federal Way33325 8th Avenue South Federal Way; WA 98003-6325 (253) 835-7000 www atyoffederahvay. com 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. 57 GOODS AND SERVICES AGREEMENT - 3 - 9/2017 CITY OF CITY HALL ...�,�. Fe d e ra I Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway 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 such accounting procedures and practices as may be deeggd necessary by the City to assure proper accounting of all GOODS AND SERVICES AGREEMENT - 4 - 9/2017 CITY OF CITY HALL .. A**... Federal Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com 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 Safetv. 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. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any5s�ubcontract, there shall be no discrimination by Contractor GOODS AND SERVICES AGREEMENT - 5 - 9/2017 ` CITY OF CITY HALL 33325 '�.. Federal Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www ciryoffederatway.. com 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 Parry 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 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 i6notended to be exclusive, but shall be cumulative with all GOODS AND SERVICES AGREEMENT - 6 - 9/2017 &,, elry of CITY HALLFederal �� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 �vww crtyoffederahvay com 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. [Signature page follows] 61 GOODS AND SERVICES AGREEMENT - 7 - 9/2017 ` Federal e ra I Way CITY OF CITY HALL ' 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederahvay. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: Jim Ferrell, Mayor Stephanie Courtney, CMC, City Clerk DATE: APPROVED AS TO FORM: J. Ryan Call, City Attorney SYSTEMS FOR PUBLIC SAFETY, INC.: By: Printed Name: Title: DATE: PICK APPROPRIATE NOTARY AND DELETE THE OTHER ONE: Corporate: STATE OF WASHINGTON ) ss. COUNTY OF ) On this day personally appeared before me to me known to be the of that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath 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 Notary's signature Notary's printed name 62 GOODS AND SERVICES AGREEMENT - 8 - 20_ Notary Public in and for the State of Washington. My commission expires 9/2017 CITY OF CITY HALL AFk Federal Way 33325 8th Avenue South aders{ Way, WA 98003-6325 (253) 835-7000 www cityoffederatway com EXHIBIT "A" SERVICES 1. The Contractor shall do or provide the following: Installation and repair of vehicle police equipment including, but not limited to lighting, push bumpers, computer mounting system, power management devices, console, prisoner or canine containment cages, siren system, radio communication systems (does not include software programming), opticom, Rocket or equivalent data transfer WiFi system, and any in -vehicle accessories needed. City of Federal Way desires to allow other governmental agencies to enter into Interlocal Purchase Agreements as per PCS 39.34 so that other agencies can purchase under this agreement. Contractor agrees to sell additional items at the contract price, terms, and conditions to other governmental agencies until further notice. City of Federal Way accepts no responsibility for the payment of the purchase price by other governmental agencies. RCW 39.34 63 GOODS AND SERVICES AGREEMENT - 9 - 9/2017 ` ciry of CITY HALL Federal Way33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederaM,ay. com EXHIBIT "B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Nine Hundred Thousand and NO/ 100 Dollars ($900,000.00). 2. Method of Compensation: Parts supplied shall not exceed 30% markup, nor exceed state contract pricing. Hourly rate: In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below: $85.00 per hour for troubleshooting, repair, and installation. At the service provider's option, the cost of labor shall increase up to 3% per annum. 64 GOODS AND SERVICES AGREEMENT -10- 9/2017 COUNCIL MEETING DATE: February 20, 2018 ITEM #: CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL SUBJECT: BRATWEAR SOUND UNIFORM SOLUTIONS — `GOODS & SERVICES' AGREEMENT FOR POLICE UNIFORMS, ALTERATIONS & REPAIRS POLICY QUESTION: Should the Federal Way Police Department enter into a `Goods & Services' Agreement with Bratwear Sound Uniform Solutions — For Specific police uniform items, including repair & alterations ? COMMITTEE: Parks, Recreations, Human Services and Public Safety MEETING DATE: Feb. 13, 2018 Council Committee - (PRHS&PSC) CATEGORY: ® Consent ❑ Ordinance ❑ Public Hearing ❑ City Council Business ❑ Resolution ❑ Other STAFF REPORT BY: Kristen Gregory, , Police Quartermaster ....... _......_...._...............-- --..._......__.__._.__.......... _................ —........... --- Attachments: 1. PRHS&PSC Staff Memo 2. `Goods & Services' Agreement for Certain Police Uniforms, (plus repairs & alterations) Options Considered: 1. Approve the Execution of this `Goods & Services Agreement 2.Do not approve this Agreement MAYOR'S RECOMMENDATION: 1- Approve this `Goods & Services' Agreement Request MAYOR APPROVAL: eb � ?DIRECTOR APPROVAL: s �9 C mitte Coun 1 0j Initial/Da e Initial/Date Initial/Date COMMITTEE RECOMMENDATION: I move to forward the `Goods & Services Agreement with Bratwear Sound Uniform Solutions for Police Uniforms, repairs and alterations, to the February 20, 2018 Council consent agenda for approval. Committee Chair Committee Member Committee Member PROPOSED COUNCIL MOTION: "I move approval of the `Goods & Services Agreement with Bratwear Sound Uniform Solutions for specific Police Uniforms, repairs and alterations, effective January 1, 2018 through December 31, 2020 with a total compensation of no more than $50, 000 per year, and authorize the Mayor to sign said agreement. " (BELOW TO BE COMPLETED BY CITY CLERKS OFFICE) COUNCIL ACTION: ❑ APPROVED COUNCIL BILL # ❑ DENIED IST reading ❑ TABLED/DEFERRED/NO ACTION Enactment reading ❑ MOVED TO SECOND READING (ordinances only) ORDINANCE # REVISED— 1/2015 RESOLUTION # 65 CITY OF FEDERAL WAY CITY COUNCIL COMMITTEE STAFF REPORT DATE: February 13, 2018 TO: Parks, Recreation, Human Services and Public Safety Council Committee VIA: Jim Ferrell, Mayor FROM: Andy J. Hwang, Chief of Police SUBJECT: Bratwear Sound Uniform Solutions - Goods and Services Agreement for Police Uniforms. The Federal Way Police Department (FWPD) is entering into a Goods and Services Agreement with a police uniform vendor, that we have used for many years, Bratwear Sound Uniform Solutions, for certain Police Uniforms. This company produces, repairs and alters jumpsuits, jackets and pants for Patrol Officers, Motor Officers, Bicycle Officers and Animal Services Officers. The materials, quality of work and services provided are excellent and no other vendor meets our required specifications. This `Goods & Services' Agreement will be effective January 01, 2018 through December 31, 2020. The total cost should not typically exceed $50,000 per year. CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederahvay.. com GOODS AND SERVICES AGREEMENT FOR POLICE UNIFORMS This Goods and Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Sound Uniform Solutions dba Bratwear, a Missouri 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: BRATWEAR: Sally Swanson, President 579 W. Hi Street Aurora, MO 65605 (253) 625-7420 (253) 301-0678 com The Parties agree as follows: CITY OF FEDERAL WAY: Police Department Quartermaster 33325 8th Ave. S. Federal Way, WA 98003-6325 (253) 835-6769 (253) 835-6899 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 22, 2020 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 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 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 67 GOODS AND SERVICES AGREEMENT - 1 - 9/2017 ` cIry of CITY HALL Federal Way Feder 8th Avenue South Federal Way. WA 98003-6325 (253) 835-7000 www cityoffederalway com 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 (3 0) 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 PMent. 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 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 a6ngd all amounts due or to become due the Contractor. GOODS AND SERVICES AGREEMENT - 2 - 9/2017 ` '�Federal WayCOF CITY HALL .;33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cftyoffederalway. com 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. 69 GOODS AND SERVICES AGREEMENT - 3 - 9/2017 ` eiry of CITY HALL ..� 33325 8th Avenue South Federal Way Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederaiway 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 such accounting procedures and practices as may be deemeod necessary by the City to assure proper accounting of all GOODS AND SERVICES AGREEMENT - 4 - 9/2017 ` CITY OF CITY HALL 33325 8th Avenue South Fe d e ra I Way Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederatway com 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 Safetv. 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. 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 71 GOODS AND SERVICES AGREEMENT - 5 - 9/2017 CITY OF CITY HALL Fed+l �� 33325 8th Avenue South �Federat Way, WA 98003-6325 (253) 835-7000 www cityoifederalway. com 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 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 GOODS AND SERVICES AGREEMENT - 6 - 9/2017 CITY OF CITY HALL Fed `�3 ra l Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www ciryoffederalway.com 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. [Signature page follows] 73 GOODS AND SERVICES AGREEMENT - 7 - 9/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoifederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: Jim Ferrell, Mayor DATE BRATWEAR: Printed Name: Sally Swanson Title: President DATE: STATE OF WASHINGTON ) ss. COUNTY OF ATTEST: Stephanie Courtney, CMC, City Clerk APPROVED AS TO FORM: J. Ryan Call, City Attorney On this day personally appeared before me to me known to be the of that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath 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 20 . Notary's signature Notary's printed name Notary Public in and for the State of Washington. My commission expires 74 GOODS AND SERVICES AGREEMENT - 8 - 9/2017 CITY 4F CITY HALL Aw% Federal Way 33325 8th Avenue South Federal Way, WA 980038003 -6325 (253) 835-7000 www cityoffederalway. corn EXHIBIT "A" SERVICES The Contractor shall do or provide the following: Manufacture, repair, and alter custom uniforms and equipment for first responders including the following items: -patrol jumpsuits -patrol jumpsuit jackets -bicycle jackets, shirts, pants • motorcycle pants, shirts • animal services jumpsuits embroidery screen printing 75 GOODS AND SERVICES AGREEMENT - 9 - 9/2017 ` CITY OF CITY HALL Fe +d a ra I Way 33325 8th Avenue South Federal Wiry, WA 98003-6325 (253) 835-7000 www atyoffederalway com EXHIBIT "B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed One Hundred Fifty Thousand and NO/ 100 Dollars ($150,000.00). 2. Method of Compensation: Hourly rate: In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the hourly labor charge of $42 per hour (before tax) during the 2018 calendar year for repairs and alterations of uniforms and jumpsuits returned to Bratwear after initial purchase. Hourly rates may increase no more than 8% per calendar year. Unit price plus sale tax In consideration of the Contractor performing the Services, the City agrees to pay the Contractor (before -tax) rates listed on attached Exhibit B "compensation" for the 2018 calendar year. Rates may increase no more than 8% per calendar year. 76 GOODS AND SERVICES AGREEMENT _10- 9/2017