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MASTER AGREEMENT FOR SERVICES This Master Agreement for Services ("Master Agreement") is made and entered into by and between the Regents of the University of Idaho, a public corporation and state educational institution, and body politic and corporate organized and existing under the Constitution and laws of the State of Idaho (the "University") and the City of Moscow, Idaho, a municipal corporation of the State of Idaho ("City"), collectively the Parties. RECITALS The University desires to obtain the services described herein of City; and City has expertise and experience in providing the services described herein for the benefit of the University. TERMS The Parties, in recognition of the good and valuable consideration as further described herein, agree as follows: 1.0 Scope of Services 1.1 City agrees to perform such services as are set forth in this Master Agreement with the standard of care and skill customarily provided in the performance of such services, and the University agrees to pay City such amounts as are specified in this Master Agreement, all upon the following terms and conditions: 1.2 Police Services. City agrees to provide community policing and patrol, tactical team support, and special events support. 1.2.1 Community Policing and Patrol. City will provide seven dedicated sworn police personnel to conduct community policing and patrol, of which three are exclusive assignments to the Campus Division of the Moscow Police Department (MPD), generally based on the schedule below: Campus Commander* Monday-Friday 7:30 a.m. to 4:30 p.m. Campus Community Monday-Friday 8:00 a.m. to 4:00 p.m. Policing Officer 1 * Campus Community Tuesday-Saturday 1 :00 p.m. to 9:00 p.m. Policing Officer 2 * Detective/Narcotics Tuesday-Friday 7:00 a.m. to 5:00 p.m. Patrol 1 Wednesday-Saturday 5:00 p.m. to 3:00 a.m. Patrol 2 Saturday-Tuesday 5:00 p.m. to 3:00 a.m. Patrol 3 Tuesday-Saturday 9:00 p.m. to 7:00 a.m. Olr-0(c:6 MASTER AGREEMENT FOR SERVICES - UNIVERSITY AND CITY PAGE l OF 11 ---PAGE BREAK--- All efforts will be made to maintain the above schedule; however, changes may be made to provide flexibility and to address particular needs of the Parties. Whenever reasonably possible, changes should be communicated as soon as known to the University's Executive Director of Safety and Security as identified in Section 11.0. Community policing and patrol services shall include, but are not limited to, providing community outreach by the police staff to campus constituents including students, staff and faculty; weekly review and planning meetings with other security and University staff; dignitary safeguarding; establishing a presence in the MPD Campus Division University substation; operating the campus gun locker as per the procedures agreed upon by the Parties; regular patrols, which may include vehicle, bicycle, or foot patrols as determined by the Parties to be most effective, and which will focus on the campus environment; at least three special emphasis patrols; additional records reporting time to assist the University with Clery Act reporting requirements; regular duty-related overtime; and (10) enforcement of limited access streets, University-owned streets, and open to the public streets. The community policing and patrol services described in this Section are in addition to general law enforcement activities of MPD, which often occur on the University campus. MPD can and does utilize other personnel within MPD to enforce the laws necessary to meet the University's needs and to fulfill the requirements of this Master Agreement. 1.2.2 Tactical Team Support. City will maintain a tactical team that is appropriate I y trained in crisis and emergency response that is related to the needs of a University. Crisis and emergency response planning will be coordinated between the University and City. 1.2.3 Special Events Police Support. City will provide sworn police personnel to provide special events police support for the following events: a) Dignitary visits requiring more special events support than can be provided by the Campus Commander and the two Community Policing Officers; b) All home football games up to fourteen (14) officers, including command; c) All away football games: City may authorize the Campus Commander or designee to travel as member of traveling unit, with University paying for travel-related expenses; d) All men's and women's home basketball games up to four officers; e) Three special emphasis patrols; f) Special bookstore detail; MASTER AGREEMENT FOR SERVICES - UNIVERSITY AND CITY PAGE20F 11 ---PAGE BREAK--- g) Jazz Festival; h) Borah Symposium; i) Bellwood Lectures; j) Spring and Winter Commencements held in Moscow; k) Board of Regents meetings when held in Moscow. 1.2.4 Campus Division Police Special Services. City will provide Moscow Police Department (MPD) services for the following: a) Resident Life Advisors' training on marijuana recognition; b) Fraternity, Sorority and resident life students training on alcohol abuse, sexual assault, bystander intervention, etc.; c) Fraternities and Sororities will be assigned a specific MPD representative to assist with issues during the academic year; d) MPD will attend meetings with Chapter Greek advisors to mediate problems; e) MPD will attend and will provide information to the Dean of Students office at conduct meetings; f) MPD will provide immediate notification to a designated University representative of major incidents that occur on campus or maJor incidents involving University students; g) MPD will provide security during employee terminations; h) MPD may provide unpaid internships for University students to provide opportunity for University students to learn about law enforcement and for relationship building and community policing purposes; i) j) k) 1) MPD will provide to the Clery Act Compliance Assistant for University, a weekly summary of incidents that occurred on campus property; MPD will provide and assist with Clery Act documentation; When it will not interfere with its law enforcement and criminal investigatory duties, MPD will assist with University Title IX investigations by providing the University with access to investigatory reports and audio/video recordings of interviews, allowing University staff to observe interviews conducted by MPD, and coordinating investigations with University investigators; MPD will provide police presence during University football tailgate functions; MASTER AGREEMENT FOR SERVICES - UNIVERSITY AND CITY PAGE3 OF 11 ---PAGE BREAK--- m) MPD will perform threat assessment on subjects attending the University as requested in accordance with law; n) MPD will participate in the planning process of high profile events on campus; o) MPD will provide campus substation onsite staffing; p) MPD will provide information on off-campus criminal conduct involving University students for University disciplinary purposes; q) MPD will participate in the Campus Community Coalition; r) MPD will present information about law and regulations, two to three (2 to 3) times a semester to international students; s) MPD will participate in presentations sponsored by the counseling and testing center on alcohol and drug use including programs such as the 'house party' or similar programs; t) MPD will provide weekly Clery Act reports to the office of public safety and security; and u) MPD will meet with student leaders (ASUI) and discuss campus related issues: • Amnesty policies • Drug use • Sexual assaults • Tailgating • Concerts 1.2.5 Additional Special Events Police Support. Any additional special events police support required by the University and furnished by City is to be charged on an actual as-needed basis, at the per hour, per officer rate, per City Fee Resolution as set by City Council each year. Any such additional special events support must be agreed upon and approved by both the University and City in writing prior to any use. 1.3 Fire Response and Prevention Services. City will provide fire response services through the Moscow Volunteer Fire Department (MVFD) with personnel who are appropriately trained in fire response and appropriately equipped relative to the needs of a University, as well as University community fire education and fire prevention services. The MVFD is comprised of full-time City of Moscow employees, dedicated volunteers from throughout the community, and resident firefighters. 1.3.1 University Community Fire Prevention Education Services. City will provide University community fire prevention education services, when requested with reasonable notice by the University; MASTER AGREEMENT FOR SERVICES - UNIVERSITY AND CITY PAGE40F 11 ---PAGE BREAK--- 1.3.2 Inspection services to include assistance to the Idaho State Fire Marshal's office as requested or required, including plan review assistance; 1.3.3 Semi-Annual fire safety and compliance inspections for fraternities and sororities; 1.3 .4 Maintain a student resident volunteer fire program, which includes providing training and lodging for such student residents while participating in the resident program, which supports career education of University students and results in reduced response times; 1.3 .5 Facilitate Emergency Medical Services (EMS) to the University; 1.3.6 Coordinate with the University Executive Director of Public Safety and Security in the preparation and presentation of emergency response and disaster training for University personnel; 1.3. 7 Special Events Fire Prevention Services. City will provide necessary equipment for special events fire prevention services. University to pay reasonable costs to City as agreed to between the City and University for the requested services; 1.3.8 University agrees to participate in one half (112) the cost of a future City purchase of a Fire Department Ladder Truck Engine. 1.3.9 The City will provide immediate notification to a designated University representative of major fire response incidents that occur on campus or major incidents involving University students. 1.4 City shall be responsible for any additional functions as are necessary to provide the services set forth in Sections 1.2 and 1.3, including, but not limited to, emergency services dispatch. 1.4.1 City operates and/or contracts for an Active911 system which generates emergency services information from WhitCom Dispatch. City, pursuant to the Active911 Confidentiality Agreement between MPD and the University for Clery Act purposes, allows the University access to Active911 to allow notification to University's Executive Director of Safety and Security when it dispatches City personnel to the University campus, as long as it does not interrupt essential emergency communications. 1.4.2 Active911 allows access to the University's Executive Director of Safety and Security for any report of a crime of violence or a felony occurring within the City of Moscow, as long as it does not interrupt essential emergency communications. 1.4.3 The notifications from dispatch described in Sections 1.4.1 and 1.4.2 shall be done through the use of Active91 l or other similar response notification systems, MASTER AGREEMENT FOR SERVICES - UNIVERSITY AND CITY PAGE5OF11 ---PAGE BREAK--- which access by the University shall be approved and sponsored by City, but for which the University shall pay any Active911 license fees. 1.5 City agrees to perform the services set forth in Sections 1.2 and 1.3, to the reasonable satisfaction of the University. 1.6 The University's liaison overseeing the services provided under this Master Agreement is Matt Dorschel, Executive Director of Public Safety and Security or his duly appointed successor, who is located at University of Idaho Administration Building 209A; Voice: (208) 885-7209; Fax: (208) 885-9490; Email: [EMAIL REDACTED]; Mailing Address: 875 Perimeter Drive MS 3162, Moscow, ID, 83844-3162. 1. 7 The Parties may from time to-time extend the scope of services or omit services previously ordered, and the provisions of this Master Agreement shall apply to all such additions and omissions. All such additions and omissions must be in a writing executed by both Parties in order to be effective. 2.0 Fees and Expenses 2.1 The University agrees to pay one million three hundred seventy six thousand nine hundred twenty dollars ($1,3 76,920) annually for services set forth in Section 1.0, with the exception of services as requested by the University, pursuant to Sections 1.2.5 and 1.3. 7. 2.2 The amount described in Section 2.1 shall automatically change on October 1, 2018, and on October 1 of each subsequent year, to include a three percent annual rate increase. 2.3 City agrees that City is solely providing a service to University and no employment relationship is being created under this Master Agreement. 3.0 Term This Master Agreement shall commence on October 1, 2017, and shall remain in force and effect for a three year term that may, by agreement by the Parties, be extended for one three year term or until terminated pursuant to Section 9.0. At the end of the second three year term, this Master Agreement will continue on a year-to-year basis or until terminated by either Party, pursuant to Section 9.0. 4.0 City's Capacity and Responsibilities. 4.1 It is expressly understood that City is an independent contractor and not the agent, partner, or employee of the University. City and City's workers are not employees of the University and are not entitled to tax withholding, Workers' Compensation, unemployment compensation, or any University employee benefits, statutory or otherwise. 4.2 City shall not have the authority to enter into any contract or agreement to bind the University and shall not represent to anyone that City has such authority. MASTER AGREEMENT FOR SERVICES - UNIVERSITY AND CITY PAGE6 OF 11 ---PAGE BREAK--- 4.3 City represents and warrants to the University that in performing the services called for hereunder, City will not be in breach of any agreement with a third party. 4.4 In the event that City subcontracts for the services to be provided herein, City shall remain liable for all obligations and commitments under this Master Agreement and shall ensure that any necessary obligations and commitments flow through to the subcontractor(s) of any tier. 5.0 Confidentiality of Information. 5.1 City and the University agree to keep confidential and to not disclose to third parties any information provided by the other Party pursuant to or learned by the other Party during the course of this Master Agreement unless the Party has received the prior written consent of the other Party to make such disclosure. This obligation of confidentiality does not extend to any information that: 5.1.1 Was in the possession of Party at the time of disclosure by the other Party, directly or indirectly; or 5.1.2 Is or shall become, through no fault of either Party, available to the general public; or 5.1.3 Is independently developed and hereafter supplied to either Party by a third party without restriction or disclosure; or 5 .1.4 Is required to be disclosed pursuant to the Idaho Public Records Law (Idaho Code§§ 74-101 through 74-126) or a lawfully issued subpoena or court order. 5.2 This provision shall survive expiration and termination of this Master Agreement. 6.0 Invoices and Payment Schedule For services provided under this Master Agreement, other than those under Section 1.2.5 and 1.3. 7, City shall provide the University with a single invoice at the beginning of each annual billing period. Invoices shall reference the applicable services under this Master Agreement. The University shall pay City with installments pro-rated equally over the ensuing billing period. Such installments shall be paid on the last day of each calendar month. The first payment for each billing period shall be due one month after the invoice is due from City. By way of example, the invoice for the first billing period shall be due to the University by October 1, 201 7, and shall be paid by the University in equal installments by the last day of each calendar month beginning October 31, 2017 and ending September 30, 2018. Invoices for any services provided under Section 1.2.5 and 1.3.7 must include a copy of the written authorization by the University for such additional special events support. Additional services for additional fees outside the Scope of this Master Agreement, need to be in writing and signed by both Parties. These invoices shall be delivered to the University no later than the fifteenth ( l 51h) calendar day of the month immediately following the month in which the additional special events support was used. The University shall pay the invoice amount within thirty (30) days of receipt of the invoice. MASTER AGREEMENT FOR SERVICES - UNIVERSITY AND CITY PAGE 7 OF 11 ---PAGE BREAK--- 7.0 RESERVED 8.0 Family Education Rights and Privacy Act (FERP A) When any MPD officer performs duties under this Master Agreement that University employees would otherwise perform, including, but not limited to, those functions in section 1.2.4, that MPD officer will be considered to be acting as a school official and may be provided personally identifiable information from a student's education record protected by FERPA. As to any FERP A-protected information that is shared pursuant to this Section 8.0, City agrees that it is performing an institution service or function for which the University would otherwise use employees; under the direct control of the University with respect to the use and maintenance of education records; and subject to the requirements of 34 C.F.R. § 99.33(a) governing the use and re-disclosure of personally identifiable information from education records. City agrees that any information provided pursuant to this section may not be re-disclosed to any person without complying with 34 CFR 99.31, 99.32 and 99.33, and that the information may not be used for any reason other than the reason for which it is provided. City agrees to either destroy the education records in a manner that completely protects the confidentiality of the student information, or return the information to the University upon the termination of this Master Agreement. Any MPD officer not performing duties under this Master Agreement that would ordinarily be performed by a University employee, including, but not limited to, conducting criminal investigations, is not considered a school official and will not be entitled to obtain personally identifiable information from a student's education records unless the MPD officer has the written consent of the student; or an exception from 34 CFR § 99.31 to the written consent requirement applies. University will provide FERP A training to all MPD officers in order for MPD to comply with FERP A requirements. 9.0 Termination of Master Agreement. In the event of termination, each Party will account for the property in its possession belonging to the other Party, and will dispose of it in the manner the other Party directs. 9.1 Termination for Convenience. Either Party may terminate this Master Agreement after the initial three year term or for any reason upon one year's prior written notice after the initial three year term. In the event of termination for convenience, City shall be paid the pro-rata share of the payment amount in Section 2.1 for work performed up to the time of temiination for convenience. 9.2 Termination for Cause. Either Party may terminate this Master Agreement for cause, after providing the breaching Party with notice of breach and the opportunity to cure within three weeks, which cure time may be longer if mutually agreed to by the Parties in writing. MASTER AG REEM ENT FOR SERVICES - UNIVERSITY AND CITY PAGE 8OF11 ---PAGE BREAK--- Cause or breach in this Master Agreement means: a) Intentional disclosure of the other Party's confidential information contrary to Section 5 of this Master Agreement; b) Failure to perform the services described in this Master Agreement in the manner called for in this Master Agreement; c) Failure to comply with any provision of this Master Agreement. In the event of termination for cause, City shall be paid the pro-rata share of the payment amount in Section 2 for services performed before notice of breach is given. For work performed after notice is given, City shall be paid a reasonable price for services that are performed in accordance with the manner of performance set forth in this Master Agreement. 10.0 Attorneys' Fees In the event of any controversy, claim or action being filed or instituted between the Parties to this Master Agreement to enforce the terms and conditions of this Master Agreement or arising from the breach of any provision hereof, the prevailing Party will be entitled to receive from the other Party all costs, damages, and expenses, including reasonable attorneys' fees, incurred by the prevailing Party, whether or not such controversy or claim is litigated or prosecuted to judgment. The prevailing Party will be that Party who was awarded judgment as a result of trial or arbitration, or who receives a payment of money from the other Party in settlement of claims asserted by that Party. 11.0 Notice Any notice under this Master Agreement shall be in writing and shall be delivered either in-person; by delivery service; by certified mail with return receipt requested; or by facsimile. All notices shall be addressed to the Parties at the following addresses or at such other addresses as the Parties may from time to time direct in writing: University: with Copy to: University of Idaho Contracts and Purchasing Services 875 Perimeter Drive MS 2006 Moscow, Idaho 83844-2006 Attn: Director of Contracts and Purchasing Services Phone: (208) 885-6116 Fax: (208) 885-6060 University of Idaho Public Safety and Security 875 Perimeter Drive MS 3162 Moscow, Idaho 83844-3162 Attn: Phone: Email: Fax: Executive Director of Public Safety & Security (208) 885-7209 [EMAIL REDACTED] (208) 885-9490 MASTER AGREEMENT FOR SERVICES - UNIVERSITY AND CITY PAGE9 OF 11 ---PAGE BREAK--- City: City of Moscow 206 East Third Street P 0 Box 9203 Moscow, Idaho 83843 Attn: City Supervisor Phone: (208) 883-7080 Fax: (208) 883-7018 Any notice shall be deemed to have been given on the earlier of actual delivery or refusal to accept delivery; the date of mailing by certified mail; or the day facsimile delivery is verified. Actual notice, however and from whomever received, shall always be effective at time of receipt. 12.0 Entire Agreement; Modification This Master Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and may not be amended except by an agreement signed by the City and an authorized representative of the University. 13.0 Severability The terms of this Master Agreement are severable such that if any term or provision is declared by a court of competent jurisdiction to be illegal, void, or unenforceable, the remainder of the provisions shall continue to be valid and enforceable. 14.0 Governing Law; Forum Any legal proceeding instituted between the Parties shall be in the courts of the County of Latah, State of Idaho, and each of the Parties agrees to submit to the jurisdiction of such courts. It is further agreed that this Master Agreement shall be governed by the laws of the State ofldaho as an agreement to be performed within the State of Idaho. 15.0 Paragraph Headings The paragraph headings in this Master Agreement are inserted for convenience only and shall not be construed to limit or modify the scope of any provision of this Master Agreement except as expressly stated in such paragraph. 16.0 Non-Waiver The delay or failure of either Party to exercise any of its rights under this Master Agreement for a breach thereof shall not be deemed to be a waiver of such rights, nor shall the same be deemed to be a waiver of any subsequent breach, either of the same provision or otherwise. 17.0 Assignment City may not assign the rights or delegate the obligations under this Master Agreement without the University's prior written consent. MASTER AGREEMENT FOR SERVICES - UNIVERSITY AND CITY PAGE IOOF 1 1 ---PAGE BREAK--- 18.0 Accounting; Audit For a period of three years following completion of the services called for hereunder, the University or its authorized representatives shall be afforded access at reasonable times to City's accounting records relating to the services set forth herein in order to audit all charges for the services. 19.0 Nondiscrimination City shall not discriminate against any employee or applicant for employment in the performance of this Master Agreement, with respect to tenure, terms, conditions or privileges of employment, or any matter directly or indirectly related to employment, because of race, color, national origin, religion, sex, sexual orientation and gender identity/expression, age, disability, or status as a Vietnam-era veteran. Breach of this covenant may be regarded as a material breach of this Master Agreement. 20.0 Compliance with Rules, Regulations, and Instructions. The duties and responsibilities required under this Master Agreement shall be performed in accordance with all local, state and federal law. Failure to perform these obligations in conformity with controlling law may be construed as a material breach of this Master Agreement. IN WITNESS WHEREOF, the authorized representatives of the Parties have executed this Master Agreement: The Regents of the University ofldaho V1'rt.. Po 1·J, ftir Title Date ATTEST: MASTER AGREEMENT FOR SERVICES - UNIVERSITY AND CITY PAGE 11OF11