AG 21-164 - UNIVERSITY OF WASHINGTONRETURN TO: ' // IM J-0!gly<0/\( EXT: ��1 1-
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT./DIV: EL-ox • CCU
2. ORIGINATING STAFF PERSON: Tit-1 J �FLOY-<3�?/�( EXT:t e'3. DATE REQ. BY: As IqP
4. TYPE OF DOCUMENT (CHECK ONE):
l3 C NTRACTOR SELECTION DOCUMENT (E.G, RFB, RFP. RFQ)
1 UBLIC WORKS CONTRACT ❑ SMALL OR LiMITEDPUBLIC WORKS CONTRACT
PROFESS [ON A L SERV ICE AGR EEM ENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL
❑ OTHER
5. PROJECT NAME: `�U f T.S n4 z jr 4 dA 4 Y 54S
6. NAME OF CONTRACTOR:
ADDRESS:?
E-MAIL:
SIGNATURE NAME:
TELEPHONE
_ FAX:
TITLE
y
7. EXHIBITS AND ATTACHMENTS SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
8. TERM: COMMENCEMENT DATE: U -S - COMPLETION DATE: 1 a &
9. TOTAL COMPENSATION $ L(a . n (pV (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOI(CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED
❑ YES ❑ NO IF YES, $
RETAINAGE: RETAINAGE AMOUNT:
❑ PURCHASING: PLEASE CHARGE TO:
I0. DOCUMENT/CONTRACT REVIEW
❑ PROJECT MANAGER
G-KkECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
❑ LAW
11. COUNCIL APPROVAL (IF APPLICABLE)
PAID BY: ❑ CONTRACTOR ❑ CITY
❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVTDEL
INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
10/25/2021 10/27/2021
SCHEDULED COMMITTEE DATE: 614 � COMMITTEE APPROVAL DATE:
SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE:
12. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 10123 /2-021 DATE REC'D: a log 121011
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
INITIAL / DATE SIGNED
❑�.,LAAW DEPARTMENT
GNATORY (MAYOR OR DIRECTOR) d
❑ CITY CLERK
❑ ASSIGNED AG# AGO
COMMENTS:
I will need to review the
L _
1/2020
MASTER AGREEMENT FOR
THE LIVABLE CITY YEAR PROGRAM
between
The University of Washington
and
The City of Federal Way, WA
This Master Agreement ("Agreement") is between the City of Federal Way, WA, a code city of the State
of Washington ("City"); and the University of Washington, an institution of higher education and an agency
of the State of Washington, having its principal campus located in Seattle, Washington ("University" or
"UW"); together, "the Parties."
RECITALS:
City provides a variety of services, programs and infrastructure to meet the needs of City area residents,
businesses and visitors. To better serve the community, City proactively pursues partnership and grant
opportunities to address known redevelopment, economic development, transportation and parks planning,
and general planning needs, subject to available staff time and funding.
The University has special expertise to develop specific engagements with communities through a Livable
City Year Program ("LCYP"). Through collaboration with the selected community, Livable City Year
(LCY) seeks to promote research, education, service, and public outreach related to the development of
livable communities and sustainable cities.
LCY is a collaboration of faculty and students from multiple academic disciplines, including architecture,
landscape architecture, business, journalism, public policy and management, law and others. The program,
funded by the selected community, focuses on enhanced student learning through an examination of the
real -world issues facing local government.
The City and University have agreed to establish a LCYP for the University's 2021-2022 academic year.
This Master Services Agreement establishes the mutual understandings and agreements related to the
LCYP.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Period of Performance.
This Agreement is effective on September 29, 2021 and will terminate on September 27, 2022. This
Agreement may be extended by mutual written agreement of the parties.
2. Task Orders.
"Task Order" refers to the document that authorizes performance of specific services, each "a Project",
under this Agreement. A template Task Order is attached as Exhibit A. University will perform the
services described in each Task Order that has been fully signed by authorized representatives of the
parties. City has attached a Proposed Project list as Exhibit B.
3. Scopes of Work.
The Scope of Work for each Task Order will describe the specific services to be performed, and include
the following:
3.1. A description of the purpose of each Project;
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3.2. Identified Project objectives and deliverables;
3.3. A timeline and major milestones, including mid-term and final presentations;
3.4. Responsibilities of City, University, and community stakeholder partners;
3.5. City and University Project -specific contact information.
4. Project Duties.
4.1. Duties of City. City will develop Projects and collaborate with the University to specify a Scope
of Work for matched Projects. City will provide technical assistance and relevant information in
support of the Projects, including but not limited to existing data sets and previously prepared
reports, data, findings, architectural plans and maps, and stakeholder or public engagement activity
summaries. City will also host student field trips in an effort to establish context for each Project,
attend mid-term reviews of student progress, and end -of -term final presentations. Optionally, City
will participate in a kick-off event (hosted by the University). Optionally, City will also provide a
venue, event equipment, and planning assistance for a celebration to conclude the 2021-2022
academic year to involve University faculty, students, City officials, staff, and community
stakeholders. City will assist in organizing stakeholders or public engagement activities, including
identifying and coordinating meeting facilities, as necessary in support of each Project. City may
involve its public partners as well as private for -profit and non-profit entities in the LCY program
subject to University approval.
4.2. Duties of University. The University will, consistent with the Scope of Work for each Project,
prepare and provide final reports and student -generated materials in electronic and paper format.
The final reports will present a summary of coursework, key findings, examples of student work,
recommendations, and other work products as specified by the Scope of Work for each Project.
The final report for each Project will include a summary of the work done over the term as well as
an executive summary (if applicable) that highlights lessons learned and key takeaways.
University will provide and supervise students familiar with the Projects to assist in the
development of the final reports. Optionally, the University will host an event to kick off the
program to involve University faculty, students, City officials, staff, and community stakeholders.
Optionally, the University will collaborate with the City in planning the year-end celebration and
cover the cost of catering for the event.
5. University Obligations.
5.1. University will provide recommendations related to the development of livable communities and
sustainable cities as specifically related to each Scope of Work for each Project issued by the City
and approved by the University. The obligations defined and described in each individual Scope
of Work will therein after be referred to as "Work." City and University may agree to a change in
the Scope of Work by written amendment to the relevant Task Order approved by an authorized
representative of each party.
5.2. City will not be responsible to provide University any labor, materials, supplies, equipment, office
space, shop space, and all other things necessary for the performance of the Work described in
each Scope of Work, except as otherwise expressly provided therein.
5.3. University will provide City with invoices in conformance with Sections 6 and 7.
6. City's Obligations. City will pay University $10,500 pursuant to the following payment schedule:
$5,000 upon execution of this agreement and receipt of invoice
$5,500 upon completion of the project, final presentation, and receipt of white paper and
invoice
The City agrees to fund a minimum of one project(s) that are completed pursuant to this Agreement.
The total Agreement amount is not to exceed $10,500. If approved by an authorized representative of
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each party, the City and University may enter into negotiations for an amendment to this Agreement to
complete additional projects above one.
6.1. The City will ensure that payment of the undisputed amount is made to University no later than
30 days after receipt of the invoice submitted in accordance with the respective Work Order.
6.2. The City will provide office space and a mailing address for LCYP in Federal_ Way.
7. Invoice and Payment Addresses.
7.1. Invoice Address. University will submit invoices to:
City of Federal Way
Attn: Tim Johnson
Director, Economic Development and Redevelopment
33325 8`' Avenue South
Federal Way 98003
Tim.Johnson@cityoffederalway.com
253.835.2412 work
206.445.2706 cell
7.2. Payment Address. City will submit payments to:
University of Washington
Grant and Contract Accounting
12455 Collections Drive
Chicago, IL 60693
Ref; [4=T�E+ FA204310
8. Funds Available and Authorized.
City certifies at the time of signing each Task Order that within City's current appropriation or
limitation it has sufficient funds available and authorized for expenditure to cover all payments that the
specific Task Order requires.
9. Termination.
The parties may mutually agree to terminate this Agreement or any Task Order at any time, provided
however, that the terms of this Agreement shall apply to any Task Order in progress at the time of such
Termination. Either party may terminate this Agreement or Task Order with 30 calendar days written
notice to the other party's Business Contact. If City terminates this Agreement or a Task Order, it will
pay University for services rendered, work performed, non -cancellable obligations, entered into prior
to such notice in good faith to complete the scope of work and costs incurred up to the date of
termination in conformance with each Task Order.
10. Ownership of the Work Product.
10.1. Creation; Determination. The parties agree that ownership of and other rights in any
intellectual property created by the University in the course of providing the Services under this
Agreement will be determined in accordance with the laws of the United States and the State of
Washington and the UW's "Patent, Invention, and Copyright Policy"
(http://www.washington.edu/admin/rules/policies/PO/EO36.html). Except as otherwise expressly
provided herein, neither party shall by reason of this Agreement or its performance obtain any
right, title, license or other interest, either express or implied, to the other party's intellectual
property.
10.2. University Work Product. All work product and intellectual property including, without
limitation, any inventions, improvements and discoveries conceived including, all computer
software, copyrightable works, material, reports and data created in the course of performance of
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the Work ("Work Product") University produces under this Agreement, is the property of
University. To the extent consistent with applicable law, University grants to City a royalty -free,
non-exclusive, perpetual, non-commercial and irrevocable license to reproduce, publish or
otherwise use, and to authorize others to use, that Work Product for any governmental purpose.
10.3. City Work Product. All Work Product and intellectual property including, without limitation,
any inventions, improvements and discoveries conceived including, all computer software,
copyrightable works, material, reports and data created in the course of performance of the Work
("Work Product") City produces under this Agreement is the property of City. To the extent
consistent with applicable law, City grants to University a royalty -free, non-exclusive, perpetual,
non-commercial and irrevocable license to reproduce, publish or otherwise use, and to authorize
others to use, that Work Product for research and educational purposes.
10.4. Joint Work Product. All work product and intellectual property including, without limitation,
any inventions, improvements and discoveries conceived including all computer software,
copyrightable works, material, reports and data produced by University and City together in the
course of performance of the Work ("Joint Work Product") shall be jointly owned by the City and
University and both may reproduce, publish or otherwise use, and to authorize others to use the
Work Product produced by both parties jointly under this Agreement.
10.5. Infringement Indemnification. Subject to the limitations specified in Section 17 of this
Agreement, each party "Indemnitor" will fully indemnify and hold harmless the other party
"Indemnitee", its Regents, its agents, officials and employees from any and all claims, demands,
suits, actions, proceedings, losses, liabilities, damages, awards, and costs of every kind and
description (including reasonable attorney's fees and expenses at trial, on appeal, and in
connection with any petition for review), which may be brought or made against Indemnitee its
agents, officials, or employees and arising out of or related to the negligent infringement of any
state or federal copyright, trademark, or any other applicable intellectual property laws caused by
Indemnitee's use of Indemnitor's Work Product as provided under this Agreement. Each party
shall promptly notify the other in writing of any action, claim, or demand that said party reasonably
expects to result in an indemnifiable loss.
11. Disclaimer.
University will conduct the Project in accordance with generally -accepted professional standards of
workmanship and effort at a quality comparable to research performed at major public and private
research universities within the United States. City understands that all Work is experimental in nature
and that the outcome of the Project is inherently uncertain and unpredictable. City agrees and
acknowledges that University has not made and does not make any representation, guarantee or
warranty, express or implied, regarding the results of the Project. EXCEPTING ONLY AS
EXPRESSLY PROVIDED IN THIS AGREEMENT, UNIVERSITY MAKES NO OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND HEREBY
DISCLAIMS ALL SUCH WARRANTIES AS TO ANY MATTER WHATSOEVER INCLUDING,
WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO: (i) THE PROJECT AND ANY
RESULTS OF THE PROJECT; (ii) DATA, REPORTS, INFORMATION OR RESEARCH
PROVIDED BY EITHER UNIVERSITY OR CITY; AND (iii) ANY INVENTION OR PRODUCT,
OR OWNERSHIP THEREOF, WHETHER TANGIBLE OR INTANGIBLE, TESTED,
CONCEIVED, DISCOVERED, OR DEVELOPED IN THE PROJECT OR IN CONNECTION WITH
CONDUCTING THE PROJECT UNDER THIS AGREEMENT.
12. Limitation of Damages.
In no event shall either party be liable to the other party for any claims by the other party for indirect,
incidental, consequential, special, punitive, or exemplary damages, including lost profits, arising or
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alleged to arise from this Agreement, its breach, or the transactions contemplated herein, however
caused, under any theory of liability.
13. Insurance.
The parties shall maintain during the term of this Agreement insurance coverage or an equivalent
program of self-insurance as follows:
1. Commercial General Liability insurance with limits no less than $1,000,000 each occurrence,
$2,000,000 general aggregate limit, and shall cover liability arising from premises, operations,
independent contractors and personal injury and advertising injury.
2. Automobile Liability insurance with a minimum combined single limit for bodily injury and
property damage of $1,000,000 per accident.
3. Professional Liability insurance with limits no less than $1,000,000 per claim and $1,000,000
policy aggregate limit, and shall cover insurance appropriate to the parties' profession.
4. Workers' Compensation coverage as required by the Industrial Insurance laws of the state of
Washington.
University is self -insured under RCW 2813.20.253.
14. Notice and Contacts.
14.1. Notices. Except as otherwise expressly provided in this Agreement, the parties will provide
any communications or notices in writing by personal delivery, facsimile, first-class mail (postage
prepaid) or email, to the other party at their address set forth below unless either party has
designated a different contact with a previous notice.
14.2. Effective Date. All notices a party mails are effective three (3) days after the party mails the
notice. All notices a party sends by facsimile or email are effective when the transmitting machine
generates receipt of the transmission. All communications or notices a party delivers in person are
effective when that party actually delivers the notice.
14.3. Contacts.
Communications concerning Work to be performed under this Agreement will be sent to:
City (Technical)
City of Federal Way
Attn: Tim Johnson
Director, Economic Development and
Redevelopment
33325 8th Avenue South
Federal Way 98003
Tim.Johnson@cityoffederalway.com
253.835.2412 work
206.445.2706 cell
University (Technical)
Branden Born
Associate Professor, Urban Design and
Planning
College of Built Environments
University of Washington
410 Gould Hall
Seattle, WA 98105
bborn@uw.edu
o: 206-543-4975; cell: 206-718-5769
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Communications regarding this Agreement will be sent to;
City (Technical)
City of Federal Way
Attn: Tim Johnson
Director, Economic Development and
Redevelopment
33325 8th Avenue South
Federal Way 98003
Tim.Johnson@cityoffederalway.com
253.835.2412 work
206.445.2706 cell
University (Business)
Office of Sponsored Programs
University of Washington
4333 Brooklyn Ave NE
Seattle, WA 98105
206-543-4043
ospi2uw.edu
Communications regarding Invoices under this Agreement will be sent to:
City (Technical)
City of Federal Way
Attn: Tim Johnson
Director, Economic Development and
Redevelopment
33325 8th Avenue South
Federal Way 98003
Tim.Johnson@cityoffederalway.com
253.835.2412 work
206.445.2706 cell
University (Business)
Grant and Contract Accounting
University of Washington
4300 Roosevelt Way NE, Ste 300
Seattle, WA 98105
206-616-9995
gcahelp@uw.eclu
In the case of a legal notice relating to a dispute, claim or controversy arising out of or relating to this
Agreement, a copy of such notice shall also be provided to:
City (Technical)
City of Federal Way
Attn: Tim Johnson
Director, Economic Development and
Redevelopment
33325 8th Avenue South
Federal Way 98003
Tim.Johnson@cityoffederalway.com
253.835.2412 work
206.445.2706 cell
15. Disputes; Governing Law; Attorney's Fees
University (Business)
Washington State Attorney General's Office
University of Washington Division
Attn: Senior Assistant Attorney General
4333 Brooklyn Ave NE, 18th Floor
Box 359475
Seattle, WA 98195-9475
206-543-4150 (Voice)
206-543-0779 (Facsimile)
agouw@u.washington.edu
15.1. Notice of Dispute, Negotiation and Mediation. Prior to commencing any legal action, the
parties will attempt in good faith to resolve through negotiation any dispute, claim or controversy
arising out of or relating to this Agreement. Either party may initiate such negotiations by
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providing written notice to the other party specifying that this provision of this Agreement is being
utilized and setting forth the subject of the dispute and the relief requested. The party receiving
such notice will respond in writing within ten business (10) days with a statement of its position
on, and recommended solution to, the dispute. If the dispute is not resolved by this exchange of
correspondence, then representatives of each party with full settlement authority shall meet at a
mutually agreeable time and place in Seattle, Washington within ten business (30) days of the date
of the initial notice in order to exchange relevant information and perspectives, and to attempt in
good faith to resolve the dispute. If the dispute is not resolved by these negotiations, the matter
will be submitted to a mutually agreeable and recognized nonbinding mediation service prior to
initiating legal action. Any such mediation shall be conducted in Seattle, Washington and the costs
of the mediation service shall be shared equally by the parties.
15.2. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and enforced
according to the laws of the State of Washington and the United States, without giving effect to
its or any other jurisdiction's choice of law provisions, and the Superior Court of Washington for
King County shall have exclusive jurisdiction and venue of all disputes arising under this
Agreement, except that in any case where the courts of the United States shall have exclusive
jurisdiction over the subject matter of the dispute, the United States District Court for the Western
District of Washington, Seattle division, shall have exclusive jurisdiction and venue.
15.3. Attorney Fees. In any action sought to enforce or interpret this Agreement or any provision
of this Agreement, to the extent consistent with applicable law, the non -prevailing party shall
reimburse the prevailing party for all reasonable and applicable legal expenses including attorney
fees and costs associate with the action.
16. Confidential Information.
The parties acknowledge that they have not and that they do not anticipate disclosing to each other any
confidential or proprietary information in connection with this Agreement or a Project undertaken in
connection with this agreement. In the event that a party believes that a disclosure of confidential or
proprietary information will be required to carry out a Project, such party will promptly notify the other
party and request that the parties enter into an appropriate confidential disclosure agreement on terms
mutually agreeable to both parties. Unless and until any such confidential disclosure agreement has
been executed by the duly authorized representatives of the parties, nothing in this Agreement, a task
order executed in connection with this Agreement, a Project, or the results of a Project will be deemed
to be confidential or restricted from disclosure by either party to any third party.
17. Family Educational Rights and Privacy Act.
City agrees to protect the confidentiality of student information and to comply with the Family
Educational Rights and Privacy Act of 1974 (FERPA) and its implementing regulations, specifically
20 U.S.C. 1232g, 34 C.F.R. § 99.1 et seq., and University Policy 571-020, with respect to any
redisclosure of personally identifiable information from education records obtained from the
University.
18. Independent Contractors.
The Parties are independent contractors and nothing in this Agreement creates a partnership, agency,
or joint venture between the parties. Neither party has the power to bind or obligate the other in any
manner, other than as this Agreement expressly sets forth. Each party is responsible for wages, hours,
benefits, taxes, and workers' compensation and conditions of employment of their respective personnel
under this Agreement.
19. Indemnity.
19.1. University. To the extent permitted by the laws of the State of Washington, University will
defend, indemnify, and hold City harmless from and against any damage, cost or liability for any
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or all injuries to persons or property arising from University or its employees' or agents' negligent
acts or omissions under this Agreement.
19.2. City. To the extent permitted by the laws of the jurisdiction in which City's headquarters is
located, City will defend, indemnify, and hold University harmless from and against any damage,
cost or liability for any or all injuries to persons or property arising from City or its employees' or
agents' negligent acts or omissions under this Agreement.
20. Sovereignty.
Nothing in this Agreement is a waiver of University's or City's sovereign or governmental immunities.
21. Survival.
All provisions of this Agreement that would reasonably be expected to survive the termination of this
Agreement will do so.
22. Severability.
If a court of competent jurisdiction determines any term or provision of this Agreement is invalid or
unenforceable to any extent, it will not affect the remainder of this Agreement, and each term and
provision of this Agreement will remain valid and enforceable to the fullest extent law allows.
23. No Third Party Beneficiaries.
University and City are the only parties to this Agreement and are the only parties entitled to enforce
its terms. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide
any benefit or right, whether directly, indirectly or otherwise, to third persons.
24. Discrimination and Compliance.
The parties agree to comply with all applicable Federal, state, and local laws, including but not limited
to those regarding nondiscrimination in employment because of race, color, creed, religion, gender,
age, national origin, pregnancy, genetic information, marital status, sexual orientation (including
gender identity), or the presence of any sensory, physical, or mental disability; and any applicable laws
relevant to the protections of human subjects involved in Research. The University agrees to comply
with the provisions of Exhibit C.
25. Export Control.
City understands that the parties are subject to and that Washington's obligations under this Agreement
are contingent upon compliance with certain laws and regulations of the United States applicable to the
export of technical data and information, computer software, laboratory prototypes and other
commodities (including without limitation the Arms Export Control Act, as amended, and the Export
Administration Act of 1979) ("Export -Controlled Materials"). City understands that the transfer of any
Export -Controlled Materials to City under this Agreement or under any other agreement entered into
pursuant to this Agreement, including transfers to City's affiliates and permitted uses by certain third
parties, may require a license from a cognizant agency of the United States Government and/or written
assurances by City that City shall not transfer Export -Controlled Materials to certain foreign countries
without the prior approval of an appropriate agency of the United States government. The University
neither represents that any such export license shall not be required, nor that, if required, it shall be
issued. City agrees that it will not provide or make accessible to University any Export -Controlled
Materials without first notifying University in writing of the existence and nature of the Export -
Controlled Materials and obtaining the prior written agreement of the University, through a duly -
authorized University representative, for the University to receive such Export -Controlled Materials.
All Export -Controlled Materials shall be conspicuously labeled "Export Controlled" together with any
applicable Export Control Classification Number.
26. Bayh-Dole Requirements.
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In the event University receives any funding from a funding agency of the U. S. government for a
Project in connection with any Task Order, City understands and agrees that the intellectual property
or other similar rights covered by this Agreement may be subject to the rights and limitations of U.S.
Public Laws 96-517 and 98-620, 35 USC §§200-211, and various implementing regulations, including
those codified at 37 CFR Part 401, known generally and collectively as "Bayh-Dole Requirements."
In such case, the parties agree to include, where applicable, in any application for a U.S. Patent a
statement fully identifying the rights of the U.S. government under the Bayh-Dole Requirements; and
City acknowledges that the University shall be required to grant the U.S. government a worldwide,
non-exclusive, royalty -free license for such invention covered by any Patent notwithstanding anything
in this Agreement to the contrary.
27. Non -Waiver.
If either party fails to enforce any provision of this Agreement, it does not constitute that parry's waiver
of that or any other term or provision of this Agreement.
28. Force Majeure.
Nonperformance by a party, other than payment of any amounts due hereunder by City, shall not
operate as a default under or breach of the terms of this Agreement to the extent and for so long any
such nonperformance is due to: strikes or other labor disputes; prevention or prohibition by law; the
loss or injury to products in transit; an Act of God; or war or other cause beyond the control of such
party.
29. Execution and Counterparts.
The parties may execute this Agreement in counterparts, and each such counterpart shall be deemed a
duplicate original thereof. The University agrees to provide the original Agreement to the City.
30. Entire Agreement; Modification.
This Agreement, including all exhibits and attachments, constitutes the sole agreement between the
parties with respect to is subject matter. The parties may only amend it in writing signed by an
authorized representative of each party. Executed Task Orders may only be amended in a writing
signed by authorized representatives of each party.
31. Agreement Interpretation.
31.1. All captions, headings or titles in the paragraphs or sections of this Agreement are inserted
for convenience of reference only and shall not constitute a part of this Agreement or act as a
limitation of the scope of the particular paragraph or sections to which they apply.
31.2. As used herein, where appropriate, the singular shall include the plural and vice versa and
masculine, feminine and neutral expressions shall be interchangeable.
31.3. Interpretation or construction of this Agreement shall not be affected by any determination as
to who is the drafter of this Agreement, this Agreement having been drafted by mutual
agreement of the parties.
[SIGNATURES APPEAR ON NEXT PAGE]
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CITY OF FEDERAL WAY
Name
Mayor
Title T.01
—tdV ;i�
Date
Approved as to Form:
Signature
UNIVERSITY OF WAS N
Signature
Senior Contracts Specialist
Name
Senior Contracts Specialist
Title
11 /4/21
Date
Tax ID No. 91-6001537
Page 10 of 14
Exhibit A Template Task Order
Terms and Conditions as per Agreement between the City of Federal Way, a municipal
corporation in the State of Washington ("Federal Way'), and the University of Washington,
an institution of higher education and an agency of the State of Washington ("UW"), having
its principal campus located in Seattle, Washington.
PROJECT TITLE: to be completed by UWfaculty
SCOPE OF WORK #: to be completed by LCY Program Manager
City Department / Division to be completed by City Project Lead
Course number(s): to be completed by UWfaculty
Course name(s): to be completed by UWfaculty
Date: [Quarter(s)], [Year] to be completed by UWfaculty
Contacts:
Federal Way Project Contact:
Tim Johnson, Director, Tim.Johnson@CityofFederalWay.com, 253-835-2412
UW Faculty Contact:
Margo Bergman, Associate Teaching Professor, mwb4@uw.edu, 253-692-4804
Michael Turek, Lecturer, tirekmd@uw.edu
City of Federal Way LCY Program Manager:
Tim Johnson, Director, Tim.Johnson@CityofFederalWay.com, 253-835-2412
UW LCY Program Manager:
Teri Thomson Randall, terir@-uw.edu, 206-221-9240
Purpose of Project/Project Description:
faculty complete in consultation with city project manager
Objectives/Desired Outcomes:
faculty complete in consultation with city project manager
Scope of Work Deliverables, In Addition to LCYReport:
faculty complete in consultation with city project manager
Academic Quarter Timeline and Key Milestones faculty complete in consultation with
city project manager
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Date and time for mid-term presentation: 11/13/20211:30 p.m.
Date and time for final presentation: 12/14/20216:15 p.m.
Communications Plan: faculty complete in consultation with city project manager
Responsibilities:
City of Federal Way: faculty complete in consultation with city Project Lead
UW: faculty complete in consultation with city Project Lead
Community stakeholder partners: faculty complete in consultation with city Project
Lead
Page 12 of 14
Approved by:
City of Federal Way Project Contact(s)
UW LCY Faculty Contact(s)
Tim Johnson, y- of Federal Way LCY Program Manager
Teri Thomson Randall, UW LCY Program Manager
Branden Born or Jennifer Otten, UW LCY Co -Directors
Page 13 of 14
Exhibit B. Initial List of City Projects
E-Sports Market Analysis
Page 14 of 14
University of Washington — City of Federal Way
Livable City Year Program (LCY)
2021- 2022
Terms and Conditions as per Agreement between the City of Federal Way, a code city in the
State of Washington ("Federal Way"), and the University of Washington, an institution of
higher education and an agency of the State of Washington ("UW"), having its principal
campus located in Seattle, Washington.
PROJECT TITLE: E-Sports Market Analysis
SCOPE OF WORK #: FW-1
City Department / Division: City of Federal Way, Economic Development
Course number(s): TBUS500, TBUS520
Course name(s): Quantitative Methods in Business, Microeconomics for Managers
Date: Autumn quarter, 2021
Contacts:
City of Federal Way Project Lead
Tim Johnson
Director, Economic Development & Redevelopment
City of Federal Way
Work: 253-835-2412
Cell: 206-445-2706
Tim.Johnson@cityoffederalway.com
UW Instructors
Margo Bergman
Associate Teaching Professor and Interim Director for MSBA
University of Washington Tacoma
Milgard School of Business
253-692-4804
mwb4@uw.edu
Michael Turek
Lecturer, Business Analytics and Information Systems
University of Washington Tacoma
Milgard School of Business
turekmd@uw.edu
Page 1 of 6
University of Washington — City of Federal Way
Livable City Year Program (LCY)
2021- 2022
UW LCY Program Manager
Teri Thomson Randall
terirPuw.edu
o: 206-221-9240
c: 505-577-8899
Purpose of Project/Project Description:
The purpose of this study is to evaluate the opportunity to supplement event, attendance,
and potential revenue levels at a City of Federal Way -owned building for the purpose of an
exhibit hall at the Town Center in downtown that could potentially incorporate an e-sports
venue.
Objectives/Desired Outcomes:
UW MBA students will deliver an e-sports market analysis per the below detailed scope of
work deliverables. UW MBA students will deliver the results via a written UW class report
along with an oral presentation.
Scope of Work Deliverables
1. E-Sports Industry Trends Review
Review e-sports viewership and revenue generation at the national and international level.
• Analyze growth in the nation with insights regarding fan interest of in -person e-
sports experiences, ticket prices and venue/experience design preferences.
• Identify e-sports facilities regarding attendance, revenue generation, and attendee
behavior.
■ Analyze mid -size regional e-sports events trends and forecasts.
2. Market Overview and Participant Demographic Analysis
Identify nationally e-sports and gaming -related demographic and socioeconomic data
including:
• Major businesses involved in e-sports
■ Millennial/Gen Z/Under-18 population levels
• Participation in gaming and/or e-sports
• Spending on video game software and hardware
• Spending on online gaming services
• Market size and demographic diversity by gender and ethnicity
Page 2 of 6
University of Washington — City of Federal Way
Livable City Year Program (LCY)
2021- 2022
Detailed review of key psychographic profiles in and within driving range of Federal Way,
considering consumer archetypes with high likelihood of following and participating in e-
sports.
• Compare Federal Way's demographic and socioeconomic profile and compare with
similar communities nationally, considering:
o Millennial/Gen Z/Under-18 population per capita
o Gaming hardware and software spend per capita
o Participation in gaming/e-sports per capita
• Develop conclusions about the directional trends of key economic indicators that
influence the e-sports and gaming industries.
3. Competitive/Comparison E-Sports Facility Analysis
Analysis of existing national facilities comparison to regional/local e-sports and gaming
facilities.
• National
o Location and site
o Years of operations
o Number of gaming stations
o Stage and spectator capacities
o Balance of self -produced and third -party programming
o Owner/operator
o Tenants and key users
o Use/activity levels
o Average Operating Budget
Regional/Local
o Location and site
o Years of Operations
o Number of gaming stations.
o Stage and spectator capacities
o Balance of self -produced and third -party programming
o Owner/operator
o Tenants and key users
o Use/activity levels
o Average Operating Budget
Collect data regarding key facility and destination requirements, including:
o Event space (square footage)
o Spectator capacity
o Stage layout
o Ceiling heights
Page 3 of 6
University of Washington — City of Federal Way
Livable City Year Program (LCY)
2021- 2022
o In-house gaming stations
o In-house broadcast/streaming equipment
o Food and beverage service
o Pre -function space (square footage)
o Audio/visual capabilities
o Hotel needs
o Accessibility
o Parking
o Proximity to dining/retail/entertainment
o Offices for facility
o Offices for a pro -team
o Restrooms
o Retail center
4. Usage and Attendance Estimates
Develop estimates regarding potential event and attendance levels at a potential Federal
Way E-Sports. Facility based on results of previous analysis tasks.
■ Prepare analysis charts and tables demonstrating the following types of estimates:
o Event levels by event segment
o Attendance levels by activity or use
o Origin of attendees/exhibitors (i.e., local vs. non -local)
o Length of event data
o Facility space and functionality requirements (LAN center, mainstage,
broadcast studio, etc.) by event type
o Hotel requirements
o Parking requirements
o Seasonality data
5. Financial Operations Analysis
■ Prepare a financial operating analysis for an e-sports facility that analyzes potential
revenue sources and expense items.
• Working with City officials, develop other non -operating revenue/expense
assumptions to provide estimations of the financial return/risk structures
associated with the project.
6. Report and Presentation -FINAL
• Prepare a written draft UW class report summarizing findings and conclusions.
• Present findings to the City
Page 4 of 6
University of Washington — City of Federal Way
Livable City Year Program (LCY)
2021- 2022
Academic Quarter Timeline and Key Milestones
UW Tacoma Autumn 2021 academic quarter timeline
• Instruction begins: 9/29/21
• Last Day of Instruction: 12/10/21
■ Final Examination Week: 12/11-12/17/21
UW Tacoma MBA joint course student project timeline (tentative)
• Project start date: 10/16/21
• Midterm completion: 11/6/21
■ Final completion: 12/14/21
Date and time for mid-term presentation: 11/13/20211:30 p.m.
Date and time for final presentation: 12/14/20216:15 p.m.
Communications Plan:
UW instructors to contact Tim Johnson with any questions.
Responsibilities:
Federal Way:
• Provide background materials and data, as needed for student use
• Attend mid-term and final presentations.
• Respond to communications from UW faculty and students in a timely
manner.
UW.
• Provide advanced notice (ideally two weeks in advance) of student
presentations
• Respond to communication from the City of Federal Way in a timely manner.
• Complete above listed deliverables as part of a 2-course, l-quarter MBA class
project by the listed timeline.
Community stakeholder partners (if applicable): City Project Lead provides, if
applicable
Page 5 of 6
University of Washington — City of Federal Way
Livable City Year Program (LCY)
2021- 2022
Approved by:
Jim Ferrell, Mayor
City of Federal Way Mayor's Office
Tim Johnson, Director of Economic Development & Redevelopment
City of Federal Way Project Lead Project Lead(s)
Margo Bergman, Michael Turek
UW LCY Faculty Contact(s)
TeriT. Randall
Teri Thomson Randall, UW LCY Program Manager
Branden Born or Jennifer Otten, UW LCY Faculty Co -Directors
Page 6 of 6