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UNIVERSITY OF IDAHO AGREEMENT NUMBER UI-678 The University of Idaho (the "University") hereby awards to the City of Moscow (the "City") Agreement Number UI-678 (the "Agreement") to furnish Police and Security Services to the University, as specified in University of Idaho Request for Proposals Number 09-56J, in accordance with the terms and conditions of the Request for Proposals. This Agreement is supplemented by University of Idaho Request for Proposals Number 09- 56J; (ii) City of Moscow's response dated January 12, 2010 with clarification statement dated March 3, 2010; and (iii) University of Idaho General Terms and Conditions, which have been agreed to by the parties and by this reference are made a part hereof as though fully set forth herein. To the extent such tem1s, conditions, or provisions may be in conflict or be inconsistent, their order of authority shall be as follows: University ofldaho Agreement Number UI-678; University of Idaho Request for Proposals Number 09-56J; City of Moscow's response dated January 12, 2010 with clarification statement dated March 3, 2010; and University of Idaho General Terms and Conditions. 1.1 NOTICES Any notice under this Agreement shall be in writing and be delivered either in-person, (ii) by delivery service, (iii) by certified mail with return receipt requested, or (iv) 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: the University: University of Idaho Purchasing Services PO Box 441202 645 West Pullman Road Moscow, Idaho 83844-1202 Attn.: Director of Purchasing Services and Contracts the City: Phone: (208)885-6116 Fax: (208) 885-6060 City of Moscow 206 East Third Street PO 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, (ii) the date of mailing by certified mail, or (iii) the day facsimile delivery is AGREEMENT NUMBER UI-678 Page 1 of7 Zb I 0 ---PAGE BREAK--- verified. Actual notice, however and from whomever received, shall always be effective at time of receipt. 1.2 SEVERABILITY The terms and conditions of this Agreement are declared severable if any term or condition of this Agreement or the application thereof to any person(s) or circumstance(s) is held invalid. Such invalidity shall not affect other terms, conditions, or applications which can be given effect without the invalid term, condition, or application. 1.3 SCOPE OF SERVICES The bid price shall include everything necessary for the performance of this Agreement, including, but not limited to, furnishing all materials, equipment, management, superintendence, labor, and service, except as otherwise provided in this Agreement. The City agrees to provide the following services: Community Policing and Patrol: Campus Commander: Mon-Thurs 7:00 AM to 5:00 PM or Mon-Fri 7:30 AM to 4:30 PM Campus Community Policing Officer 1: Mon-Fri 8:00 AM to 4:00 PM Campus Community Policing Officer 2: Tues-Sat 1:00 PM to 9:00 PM Detective/Narcotics: Tues-Fri 7:00AM to 5:00 PM Patrol 1: Wed-Sat 5:00 PM to 3:00AM Patrol 2: Sat-Tues 5:00 PM to 3:00 AM Patrol 3: Tues-Sat 9:00 PM to 7:00AM Seven Sworn Police Personnel All efforts will be made to maintain the foregoing schedule; however, changes may be made to provide flexibility and to address particular needs of the parties. Community policing services shall include but is 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 University Commons station, operating the campus gun locker as per the procedures agreed upon by the parties, regular patrols and at least three special emphasis patrols. Dedicated patrols may include vehicle, bicycle or foot patrols as required. Patrols will focus on the campus environs. Note: • Does include regular duty related overtime. • Does include additional records reporting time to accomplish Clery requirements. AGREEMENT NUMBER UI-678 Page 2 of7 ---PAGE BREAK--- • Does not take into account costs of Animal Control or Parking Services, although both divisions perform duties on campus. • Does not include Emergency Communication Services, as this is a separate charge to the University outside of this Agreement. Emergency Communication Services include alarm monitoring and notification as well as emergency dispatch services for police, Fire Department and EMS Services. • Asswnes regular, established community policing and patrol duties, including enforcement of limited access streets, (ii) University-owned streets, and (iii) open to the public streets. Tactical Team Support: Rapid and effective response to any security or public safety event is critical to the maintenance of a safe campus environment. The University agrees to support the additional training and overtime accumulated due to training required to provide such response. Crisis and emergency response planning will be coordinated between the two parties. The University agrees to support such Tactical Team activities financially in the amount of thirty thousand dollars ($30,000) per year. Special Duty The City will provide special duty services for a set amount of sixty thousand dollars ($60,000) per year for the following events: • Dignitary visits requiring more security than can be provided by the Campus Commander and two Community Policing Officers; • All football games up to fourteen (14) officers, including command; • All basketball games up to four officers; • Three special emphasis patrols; • Special bookstore detail; • Jazz Festival; • Borah Symposium; • Bellwood Lectures; • Spring and Winter Commencements; • Board of Regents meetings when held in Moscow. Additional Special Duty Any Additional Special Duty services required by the University and furnished by the City are to be charged on an actual as-needed basis, at the rate of sixty dollars ($60.00) per hour per officer. Any such Additional Special Duty services must be agreed upon and approved by the parties in writing prior to any use. AGREEMENT NUMBER UI-678 Page 3 of7 ---PAGE BREAK--- Total Annual Fee For Included Services: Community Policing and Patrol: Tactical Team Support: Special Duty: Total Annual Fee: 1.4 PRICE ESCALATION $847,717.78 $ 30,000.00 $ 60,000.00 $937,717.78 Fees associated with this Agreement shall be increased annually on the first day of July of each calendar year beginning July 1, 2011 as follows: by two and one half percent on July 1, 2011 and July 1, 2012, and by three and one half percent on July 1, 2013 and on July 1 of each ensuing calendar year of any extension period under Section 1.5 hereof. 1.5 TERM OF AGREEMENT The initial term of this agreement shall be from October 1, 2010 through June 30, 2014. The term of this agreement may, if mutually agreed, be extended by two three- year increments for a total of six ( 6) additional years, provided the City receives written notice of each extension at least one-hundred eighty (180) days prior to the expiration date of such term or extension. During extension periods, all te1ms and conditions of this Agreement shall remain in effect. 1.6 CONTINUATION DURING DISPUTES The parties agree that, notwithstanding the existence of any dispute between the parties, insofar as possible under the terms of the Agreement, each party will continue to perform the obligations required of it during the continuation of any such dispute, unless enjoined or prohibited by any court. 1. 7 INVOICES AND PAYMENT SCHEDULE For services included in the annual fee, the City shall provide the University with a single invoice at the beginning of each billing period. The University shall pay the City with installments pro-rated equally over the ensuing billing period. Such installments shall be due 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 the City. By way of example, the invoice for the first billing period shall be due to the University by 10/1/2010 and shall be paid by the University in equal installments of $78,143.15 by the last day of each calendar month beginning October 31, 2010 and ending June 30, 2011. Invoices for any additional special duty must include a copy of the written authorization by the University for such additional special duty. These invoices shall be delivered to the University AGREEMENT NUMBER UI-678 Page4 of7 ---PAGE BREAK--- no later than the fifteenth (151h) calendar day of the month immediately following the month in which the additional special duty was used. The University shall pay the invoice amount within 30 days of receipt of the invoice. For illustrative purposes, the invoice and payment schedule is set forth below: Billing Period Invoice calculation Invoice Invoice First Amount due from installment payment due City from University from University 10/112010- $ 937,717.78 I 12 * 9 $ 703,288.33 1011/2010 $78,143.15 11/1/2010 6/30/2011 7/1/2011- $937,717.78 * 102.5% $ 961,160.72 711/2011 $80,096.73 8/1/2011 6/30/2012 7/112012- $961,160.72 * 102.5% $ 985,189.73 7/112012 $ 82,099.14 8/1/2012 6/30/2013 7/112013- $ 985,189.73 * 103.5% $ 1,019,671.37 7/1/2013 $ 84,972.61 8/1/2013 6/30/2014 Additional $60 per hour per officer 15 days Not applicable 30 days after Special Duty after end of InVOICe month in received which Additional Special Duty is used Billing Period Invoice calculation Invoice Invoice First Amount due from installment payment due City from University from University Invoices shall reference "City of Moscow law enforcement services" and shall be sent to: University ofldaho Risk Management Office PO Box 443162 Moscow, ID 83844-3162 1.8 TERMS AND CONDITIONS Paragraphs 6-3, 6-8, 6-14, 6-27, 6-31, and 7-2 of the Request for Proposal are deleted in their entirety and replaced with the following: 6-3 TERMINATION FOR CONVENIENCE The University may terminate this Agreement, in whole or in part, with one year written notice to the City. The City shall be paid its reasonable costs, including reasonable close out costs and a reasonable profit on work performed up to the time of termination. The AGREEMENT NUMBER UI-678 Page 5 of7 ---PAGE BREAK--- City shall submit its termination claim for payment. If the City has any property in its possession belonging to the University, the City will account for the same and dispose of it in the manner the University directs. 6-8 PROOF OF COMPLIANCE WITH AGREEMENT So that the University may determine whether the City has complied with the requirements of the Agreement Documents, the City shall, at any time when requested, submit to the University properly authenticated documents or other satisfactory proofs as to compliance with such requirements except for those documents exempt from disclosure pursuant to the Idaho Public Records Law or other State or Federal law or regulation. 6-14 APPROPRIATIONS CLAUSE If the term of this Agreement is longer than one ( 1) year, the University's obligations and liabilities hereunder are subject to the appropriation of funds from the State of Idaho, which appropriation shall be in the State of Idaho's sole discretion, from revenues legally . available to the University for the ensuing fiscal year for the purposes of this Agreement. If the State of Idaho does not appropriate the funds for the purpose of this Agreement, the Agreement shall terminate and neither party shall have any further obligations hereunder provided that no other non-appropriated funding sources are available to the University to meet the obligations of this Agreement. 6-27 NO JOINT VENTURE Nothing in this Agreement shall be construed as creating a joint venture or partnership relationship between the two parties. 6-31 Deleted 7-2 INDEMNIFICATION The City shall indemnify, defend and hold the University and the State of Idaho harmless from and against any and all claims, losses, damages, injuries, liabilities and all costs including attorneys' fees, court costs and expenses and liabilities incurred in or from any such claim, arising from any breach or default in the performance of any obligation on the City's part to be performed under the terms of this Agreement, or arising from any act, negligence or the failure to act of the City, or any of its agents, subcontractors, employees, invitees or guests. The City, upon notice from the University, shall defend the University at the City's expense by counsel reasonably satisfactory to the University. The University agrees and affirms that the City's current participation and membership in the Idaho Counties Risk Management Program ("ICRMP") substantially fulfills all obligations required under paragraph 7-3 INSURANCE of the Request for Proposals 009-561. The City agrees to maintain equivalent coverage and provide the University with timely notice of any changes to status. AGREEMENT NUMBER UI-678 Page 6 of7 ---PAGE BREAK--- 1.9 ENTIRE AGREEMENT This Agreement constitutes the entire Agreement between the parties. No change thereto shall be valid unless communicated in writing in the stipulated manner and signed by the University and the City. The effective date of this contract is October 1, 2010. For the Regents of the UNIV Y OF IDAHO PRINT c\raet:'P/7 TITLE I TMct5 DATE 8-\3-lo AGREEMENT NUMBER UI-678 CITY OF MOSCOW, IDAHO SIGN PRINT TITLE lv\etA I DC DATE / 7 /0 Page 7 of7 ---PAGE BREAK--- August 13, 2010 City of Moscow 206 East Third Street Moscow, ID 83843 Dear Gary, Universityotldaho Purchasing Services 1028 W. 6th Street PO Box 442006 Moscow ID 83844-2006 Phone: [PHONE REDACTED] Fax: [PHONE REDACTED] Web: www.purchasing.uidaho.edu Enclosed are two original Agreements in accordance with the University of Idaho's Request for Proposals Number 09-561 for Police and Security Services. After the documents are signed by an authorized representative, please return one set of the originals to the following address: University ofldaho Purchasing Services Attn.: Christopher Johnson PO Box [PHONE REDACTED] W. 6th Street Moscow, Idaho 83844-2006 If you have any questions, please call me at (208) 885-6116, or e-mail [EMAIL REDACTED]. Thank you for doing business with the University of Idaho. To enrich education through d1versity, the Univers1ty of Idaho is an equal opportunity/affirmative action employer