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HomeMy WebLinkAbout26-017 - Contract - Westfield Property Management - Reimbursement Agreement: 2026-2028 Mall Detective ServicesCONTRACT # 26-017 Council Approval 11/25/24 CONTRACT FOR POLICE SERVICES AGREEMENT This CONTRACT FOR POLICE SERVICES AGREEMENT ("Agreement") is entered into this 261h day of December, 2025, between Westfield Property Management LLC, a Delaware limited liability company, as agent for Owner ("Manager") and the City of Tukwila, a Washington State municipal corporation, acting through the Tukwila Police Department ("Contractor"), for the performance of services on the property commonly known as Westfield Southcenter (the "Shopping Center"). The owner of certain portions of the Shopping Center is Southcenter Owner LLC, a Delaware limited liability company (the "Owner"). Manager and Contractor mutually agree as follows: 1. TERM. This Agreement will become effective on 1St of January, 2026, and will continue in effect until 318t of December, 2028, or until terminated as provided in this Agreement (the "Term"). 2. CONTRACTOR'S SERVICES. 2.1. Contractor agrees to perform the services specifically described on Exhibit A attached hereto and incorporated herein by reference (the "Services"). At Manager's request, Contractor shall designate a representative of Contractor at the Shopping Center to supervise the Services. 2.2. Contractor agrees to perform in good and reasonable manner, and to furnish at its sole cost and expense all personnel, labor, materials, supplies, equipment, services, administrative services, machinery, tools and other facilities required for the prompt and efficient execution and completion of the Services in strict compliance with this Agreement and with all applicable laws, ordinances, rules and regulations, including, without limitation, all of the licenses and permits required by all governmental agencies to perform the Services. Contractor agrees and warrants, in connection with all Services required by this Agreement, that it will not violate, and shall at its sole cost and expense, comply with all applicable laws, ordinances, regulations and orders of governmental authorities, whether enacted and in force now or in the future. To the extent that the Services are associated with work related to regulatory requirements, Contractor shall furnish Manager within five (5) days after completion of the Services with written documentation sufficient to evidence compliance with such regulatory requirements. 2.3. Manager is not a supervisor or foreman with respect to Contractor and its labor and employees. Contractor is completely responsible for supervising the activities of its labor, employees, vendors, suppliers, materialmen, contractors and subcontractors (collectively, the "Subcontractors") with respect to the subject matter of this Agreement, including but not limited to the Services. During the negotiation of this Agreement, Manager may require evidence of Contractor's qualifications, its training programs and the services offered, which Contractor represents is accurate, and Manager is executing this Agreement based on those representations, if applicable. Manager expects Contractor to implement those representations as part of the Services provided. 2.4. Contractor and Manager will mutually work out appropriate hours for the Services to be provided and appropriate Subcontractors (if any) to perform such Services. Once such schedules are agreed upon, Contractor agrees to abide by such schedules and provide all Services in accordance with the schedules and Exhibit A attached hereto. 2.5. Except for minor modifications in the Services not involving extra cost and not inconsistent with the purposes of the Services, and except in an emergency endangering life or property, all authorized extra work or changes, and the agreed to price, shall be confirmed through a Change Order to this Agreement. No change or extra work shall be effective without a Change Order signed by Manager and Contractor. "Change Order" shall mean a written document signed by Manager and Contractor authorizing an addition, deletion or revision to the scope of Services or an adjustment of the Contract Price or schedule of performance of the Services issued after execution of this Agreement. All such extra work and changes shall be performed in accordance with the provisions and conditions of this Agreement, except as provided in the Change Order. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Services which is the subject of the Change Order, including, but not limited to, all direct and indirect costs associated with such change and any and all adjustments to the Contract Price and the schedule of performance for the Services. 3. CONTRACT PRICE. 3.1. For the performance by Contractor of all of its obligations under this Agreement, Manager will pay Contractor the amounts set forth on Exhibit B attached hereto and incorporated herein by reference ("Contract Price"). The Contract Price includes all increases in costs, whether foreseen or unforeseen, including, without limitation, taxes, labor, materials, and transportation costs. During the Term and prior to the completion of the Services, Contractor will be responsible for all loss of or damage to the Services by any and all obstructions, difficulties or delays, or by the action of the elements. 3.2. The Contract Price will be payable as follows: ❑ in accordance with the Schedule for Payment set forth on Exhibit B. 0 within thirty (30) days after receipt of a written invoice from Contractor. 3.3. In the event that the Contract Price is payable in installments as Contractor's work progresses, Contractor shall deliver to Manager a written request for payment accompanied by (i) invoices for the Services performed since the last disbursement, if any, with sufficient back-up billings from Subcontractors to give Manager a complete financial accounting regarding each invoice to be paid by Manager, (ii) statutory conditional lien waivers from Contractor and all Subcontractors covering payment for the portion of the Services completed by Contractor and/or any Subcontractors, as applicable, and covered by the current invoice, and (iii) statutory unconditional lien waivers from Contractor and any Subcontractor covering payment for any prior invoice (if any) (a "Payment Request"). Any Payment Request for final payment shall additionally include final unconditional lien waivers from Contractor and any Subcontractor. Satisfactory receipt of the above-specified lien releases, which shall conform to the laws and requirements of the jurisdiction governing the Shopping Center, is an absolute condition precedent to the obligation of Manager to make any payment to Contractor. Manager shall have the right, in its sole discretion, to retain ten percent (10%) of the Contract Price from each Payment Request which shall be paid to Contractor upon satisfactory completion of the Services and the receipt of final, unconditional lien releases from Contractor and any Subcontractors along with final approvals from all applicable governmental authorities if necessary. Manager shall pay Contractor the amounts specified in such Payment Requests within thirty (30) days after receipt of a complete Payment Request. Manager shall have the right to inspect the Shopping Center to confirm the completion of the work covered by any invoices delivered with a Payment Request. No part of the Contract Price shall be due for work not actually completed or performed, and accepted by Manager. 3.4. Should any governmental authority require a change in the Services that were not contemplated by the parties and was not reasonably foreseeable or inferable by a contractor of Contractor's general skill, experience and expertise upon inspection of the relevant premises at the Shopping Center, Contractor shall inform Manager of any necessary changes to the Services and the Contract Price and upon approval by Manager of such changes Contractor shall make the required changes to the Services and Contract Price by executing a Change Order. 3.5. All labor, materials and equipment furnished by Contractor shall be deemed to be included within the Contract Price even though such labor, materials and equipment are not specifically required or demanded in this Agreement. 3.6. To the extent that any permits, licenses or governmental authorization shall be required to complete the Services, such permits, licenses or governmental authorization shall be obtained by and at the sole expense of the following party: 0 Contractor ❑ Manager 3.7. The Contract Price includes the payment by Contractor of any charges for any tax under sales or use tax law, or any amendments thereto, or any law now existing, or which may thereafter be adopted by federal, state, city, local or other governmental authority, taxing the materials, Services required, or labor furnished, or any other tax levied by reason of the Services. 3.8. If Contractor is compensated on a time and/or materials basis, Contractor shall maintain records of any charges paid by Manager/Owner for no less than four (4) years after the Services are completed or the application statute of limitations period for payment -related claims (whichever is later). Such records shall be subject to audit by Manager upon reasonable notice; and, any identified over -payment shall be refunded immediately by Contractor to Manager. If the amount of the overpayment exceeds either $1,000 or 5% of the actual amount due (whichever is less), Contractor shall also reimburse Manager for the reasonable and actual costs of the audit. 4. TERMINATION OF AGREEMENT. 4.1. This Agreement may be canceled by either party for any reason with or without cause by the giving of ninety (90) days' notice of cancellation in writing to the other party. 4.2. Contractor shall promptly take all action necessary to fully comply with the terms of this Agreement within twenty-four (24) hours after Manager gives written notice that Contractor's performance under this Agreement is unsatisfactory, that Contractor has failed to comply fully with the terms of this Agreement, or that the Services need correction or repair. Should Contractor fail to fully comply with the terms of this Agreement within such twenty-four (24) hours, Manager may terminate this Agreement, in addition to all rights and remedies available to Manager under law or equity. In the event of such termination, Manager, at Contractor's expense may eject Contractor and secure the materials and labor necessary to complete the Services. However, nothing herein is intended to restrict Manager's rights and remedies against Contractor for breach of this Agreement. If Contractor reallocates the officers or other personnel providing the Services pursuant to Section 1 of the General Provisions attached hereto without replacement for more than three consecutive days, then Manager shall have the termination right set forth in this paragraph. 4.3. In the event that this Agreement is terminated by either party prior to the completion of the Services, without any default by Contractor, Manager shall pay to Contractor, within thirty (30) days of the effective date of such termination, the pro -rata portion of the Contract Price which reflects the value of Services actually completed in proportion to the Contract Price as of the date of termination and Manager shall have the right to take possession of all materials, appliances, tools and equipment previously paid for by Manager as part of the Contract Price. Manager will deduct from such sums the amount of any payments made to Contractor prior to the termination of this Agreement. In the event that the Agreement is terminated prior to the commencement of any of the Services, without any default by Contractor, Manager shall pay, within thirty (30) days of the effective date of such termination, to Contractor the sum of Contractor's reasonable, verifiable out-of- pocket costs, including reasonable and verifiable termination fees of vendors and contractors, that are incurred by Contractor through the date of such termination by Manager. Contractor shall provide to Manager copies of all contracts, purchase orders, invoices and other supporting documentation reasonably requested by Manager to verify such termination fees, out-of-pocket costs, or other obligations. 4.4. Manager reserves the right to terminate this Agreement in the event that the Shopping Center is damaged or destroyed by fire or other catastrophe, or is condemned, in whole or in part, or if the Shopping Center is sold or otherwise transferred by Owner. In the event of such termination, Manager shall pay Contractor the pro -rata portion of the Contract Price which reflects the value of Services actually completed in proportion to the Contract Price as of the date of termination. Manager will deduct from such sums the amount of any payments made to Contractor prior to the termination of this Agreement. Except asset forth in this Section, Contractor will not have any claim or lien against Manager for any additional compensation or damages in the event of such termination. NOTICES. Any Notice intended for Contractor in this Agreement shall be delivered to Contractor at the following address: 15005 Tukwila International Blvd, Tukwila, WA 98168. Any Notice intended for Manager in this Agreement shall be delivered to Manager at the following address: Westfield Property Management LLC , 2800 Southcenter Mall, Seattle, WA 98188, Attn: General Manager, with a copy to Westfield Property Management LLC, 2049 Century Park East, 42nd Floor, Los Angeles, CA 90067, Attention: Legal Department. All notices permitted or required to be given by this Agreement shall be in writing and shall be deemed given upon deposit in United States mail or with a nationally recognized overnight delivery service. Contractor represents that this is its current place of business and Contractor agrees to immediately notify Manager in writing of any change in said business address. 6. CONTRACT PROVISIONS. This written Standard Contract for Service constitutes the entire Agreement between Manager and Contractor (except for Change Orders issued after execution of this Agreement) and consists of this document, the General Contract Provisions as set forth in the attachment and all exhibits attached hereto. This Agreement may be modified or amended only by a writing or a Change Order signed by both parties. Any person executing this Agreement as an agent of either Contractor or Manager represents and warrants that he/she is authorized to execute this Agreement, and has the power to bind his/her respective principal to the terms, conditions and covenants of this Agreement. Contractor and Manager acknowledge that the other is relying on this warranty and representation in executing this Agreement. [Remainder of page intentionally blank] IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the first date set forth above in the introductory paragraph. CONTRACTOR: CITY OF TUKWILA a Washington State Municipal Corporation r�Signed by: BY: I �Ow�aS h(tt, Name. Thomas McLeod Title: Mayor APPROVED AS TO FORM BY CITY ATTORNEY 3/10/25. APPROVAL ON FILE. Manager: TA Name. %10"S J-11'PVA Title: T A GENERAL PROVISIONS 1. STAFFING DECISIONS. The assignment of officers and other personnel performing Services under this Agreement shall be at the sole discretion of the City of Tukwila Chief of Police, who must consider the other law enforcement needs of the City of Tukwila in making such determination. Contractor shall consider any request for reassignment from Manager in good faith and in consideration of the interest of each Party. Contractor reserves the right to deploy officers and other personnel to the Shopping Center in a manner that complies with the requirements for provision of Services under Exhibit A and that recognizes law enforcement priorities. Except in the event of emergencies or immediate needs described below in this paragraph, if Contractor desires to reassign any officer or other personnel performing Services under this Agreement or such officer or other personnel requests a reassignment, then Contractor shall provide at least 90 days' prior written notice to Manager, and Manager shall have the right to review any replacement officer prior to such reassignment. Manager understands and agrees that in the event that the City of Tukwila Chief of Police, or any other person within the chain of command determines, in the Chiefs or other person's sole discretion, that any officer, officers, or other personnel engaged in performing services under this Agreement are needed elsewhere in order to answer emergency calls, provide emergency services or otherwise serve the immediate needs of the citizens of the City of Tukwila, such officers or personnel can be reassigned without notice to Manager. 2. DISRUPTIVE OPERATIONS. Contractor agrees that its Services shall be scheduled and performed only as authorized by Manager in Manager's sole and absolute discretion. If Manager determines that work proposed by Contractor will be disruptive if performed while the Shopping Center is open for business, then Contractor shall perform the proposed work during times when the Shopping Center is not open for business as Manager may direct. 3. STORAGE OF EQUIPMENT OR MATERIALS. Contractor shall not store any equipment or materials at the Shopping Center without the express written consent of Manager except as otherwise herein provided. 4. CONTRACTOR'S INVESTIGATION. To the extent applicable, Contractor acknowledges that it has made a complete and independent investigation of the Shopping Center, and all conditions which might affect the progress, safety or quality of the Services. The Contract Price includes all Services which may be performed by Contractor to overcome any unanticipated conditions. Any information which may have been furnished to Contractor by Manager about the Shopping Center is for the convenience of Contractor only, and Manager does not warrant that the Shopping Center or conditions are as indicated. 5. TIME. Contractor agrees to punctually, diligently and fully perform all of the Services at the time specified in "Exhibit A." 6. INSPECTION AND APPROVALS. The Services shall be subject to inspection and approval by Manager and all applicable governmental authorities, to the extent necessary; provided, however, in no event shall any such inspection and/or approval by Manager constitute an assumption of Contractor's duties and obligations or a waiver or release of liability or a release of any other obligations whatsoever of Contractor with respect to the Services performed by Contractor pursuant to this Agreement. 7. INTERRUPTION OF WORK. If, as a result of fire, earthquake, acts of God, war, strikes, picketing, boycott, lock -outs, or other causes or conditions beyond the control of Manager, or if Manager shall consider it inadvisable for Contractor to proceed with the Services then Contractor shall, upon receipt of written notice from Manager, immediately discontinue any further Services until such time as Manager may deem it advisable to resume the Services. Contractor will resume the Services promptly upon receiving written notice from Manager to do so, and Contractor shall not be entitled to any damages or compensation during the period of or on account of cessation of the Services as a result of any of the causes mentioned above. This Section shall not be construed as conferring upon Contractor the right to strike, picket, boycott or conduct lockouts in connection with the Services. 8. INSURANCE. Contractor shall comply with all of the insurance requirements set forth on Exhibit C attached hereto and incorporated herein by reference. 9. INDEMNIFICATION: RELEASE. 9.1. Contractor agrees to indemnify, defend (with counsel reasonably acceptable to Manager), protect and hold Owner, Manager or any other management company hired by Owner and the partners, affiliates, shareholders, representatives, agents, officers and directors, employees and successors -in -interest of any of them (collectively, the "INDEMNITEE"), harmless, from and against any and all claims, losses, proceedings, damages, causes of action, liability, injury, awards, fines, judgments, costs and expenses (including but not limited to reasonable attorneys' fees) arising from, related to or in connection with, or caused by: 1) the Services to be provided hereunder, 2) the failure to provide the Services in accordance with this Agreement, 3) any condition or loss for which any of the INDEMNITEES and Contractor may be jointly or severally liable, or 4) any claim made against any INDEMNITEE in connection with the activities or failure to act of any employee or agent of Contractor or any Subcontractor, irrespective of whether such employee is a loaned employee to or a borrowed servant of an ADDITIONAL INSURED. Under no circumstances shall Contractor's obligation to indemnify and defend hereunder extend to liability arising from the gross negligence or willful misconduct of any INDEMNITEE or any INDEMNITEE's agents, servants, or independent contractors who are directly responsible to the INDEMNITEE or for defects in design furnished by those persons. In any and all claims against an INDEMNITEE or any of its agents or employees by any employee of Contractor, or any Subcontractor, anyone directly or indirectly employed by or hired by any of them or anyone for whose acts any of them may be liable, the indemnification obligation required pursuant to this Section shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Contractor or any Subcontractor under worker's or workmen's compensation acts, disability benefit acts or other employee benefit acts. Such indemnity shall survive the termination of this Agreement and shall be binding upon Contractor, and its successors and assigns, until all applicable statutes of limitations have run. 9.2. Manager and Owner agree to indemnify, defend (with counsel reasonably acceptable to Contractor), protect and hold Contractor and its officers, employees, and agents, harmless, from and against any and all claims, losses, proceedings, damages, causes of action, liability, injury, awards, fines, judgments, costs and expenses (including but not limited to reasonable attorneys' fees) arising from, related to or in connection with, or caused by: 1) the Services to be provided hereunder, 2) any condition or loss for which any of the Manager, Owner, and Contractor may be jointly or severally liable, or 3) any claim made against Contractor in connection with the activities or failure to act of any employee or agent of Manager or Owner. Under no circumstances shall Manager or Owner's obligation to indemnify and defend hereunder extend to liability arising from the gross negligence or willful misconduct of Contractor or Contractor's agents, servants, or independent contractors who are directly responsible to the Contractor or for defects in design furnished by those persons. Such indemnity shall survive the termination of this Agreement and shall be binding upon Contractor, and its successors and assigns, until all applicable statutes of limitations have run. 9.3. If Contractor refuses to indemnify any INDEMNITEE against any such claim and the INDEMNITEE prevails in an action to enforce the Contractor's indemnity obligations, the Contractor shall pay all reasonable attorneys' fees and expenses and other court costs, witness fees and the like incurred by any INDEMNITEE to enforce the indemnity and defend the claim and shall pay anyjudgment or damages entered on the claim against any INDEMNITEE. If Manager or Owner refuses to indemnify Contractor against any such claim and Contractor prevails in an action to enforce Manager or Owner's indemnity obligations, Manager and/or owner shall pay all reasonable attorneys' fees and expenses and other court costs, witness fees and the like incurred by Contractor to enforce the indemnity and defend the claim and shall pay any judgment or damages entered on the claim against Contractor. 9.4. Unless otherwise prohibited by law, Contractor, on behalf of itself and anyone claiming through Contractor (including, but not limited to, its employees), hereby releases, and forever discharges INDEMNITEE from any and all damages, losses, claims, demands, liabilities, obligations, actions and causes whatsoever, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, suspected or unsuspected, anticipated or unanticipated, disclosed or undisclosed, and whether or not heretofore asserted, upon or by reason or as a result of the use of or access to the Shopping Center, so long as such loss or damage is not caused by the gross negligence or willful misconduct of any INDEMNITEE. Unless otherwise prohibited by law, Manager and Owner, on behalf of themselves and anyone claiming through Manager or Owner (including, but not limited to, its employees), hereby releases, and forever discharges Contractor from any and all damages, losses, claims, demands, liabilities, obligations, actions and causes whatsoever, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, suspected or unsuspected, anticipated or unanticipated, disclosed or undisclosed, and whether or not heretofore asserted, as a result of Contractor's completion of the Services, so long as such loss or damage is not caused by the gross negligence or willful misconduct of Contractor or its officers, employees, or agents. 10. INDEPENDENT CONTRACTOR RELATIONSHIP. The relationship of Contractor to Manager during the term of this Agreement shall be that of an independent contractor. Contractor shall remain and maintain said independent contractor relationship, and Contractor shall at no time be considered an employee or agent of Manager or Owner. 11. SAFETY. Contractor shall at his own cost and expense protect his own employees, employees of Manager, and all other persons from risk of death, injury or bodily harm arising out of or in any way connected with the Services. Contractor shall strictly comply with all safety orders, rules, regulations or requirements of all federal, state and local government agencies exercising safety jurisdiction over said Services including, but not limited to, the federal and state OSHA regulations. Contractor shall, at all times continually and diligently patrol and observe any area in which the Services are being or are to be performed, as well as any area through which Contractor's employees travel, to detect and safeguard against any litter, debris, spills or other hazardous conditions; Contractor shall have the primary obligation to guard against any hazard to person or property. 12. ASSIGNMENT. Contractor recognizes that this Agreement is a personal services contract and therefore agrees that Contractor shall not assign, convey or transfer this Agreement nor any interest therein, whether by express assignment, conveyance or transfer, operation of law or otherwise. Any such attempted assignment, conveyance or transfer shall be null and void and of no force and effect whatsoever and Contractor shall remain fully liable for the performance of all terms, covenants and provisions of this Agreement. Contractor hereby agrees that this Agreement may be assigned by Manager or Owner, at is sole option without obtaining further consent from Contractor, at any time and from time to time during the Term. 13. CROSS -DEFAULT. The occasion of a default, or a breach, or an event which, with the passage of time or the giving of notice, would constitute a default in any of the terms or obligations of Contractor under any other Contractor's agreement for any other shopping center managed by Manager or owned by the Owner or any of Owner's affiliates, shall constitute an event of default hereunder whereupon Owner or Manager may pursue remedies as are available to it concurrently, cumulatively or successively against Contractor. 14. NO SPECIAL DUTY. The parties do not intend to create any "special relationship" or "special duty" by entering into this Agreement, and Contractor expressly disclaims any guarantee as to the safety or security of persons or property at the Shopping Center and makes no representations or warranties as to such safety or security by entering into this Agreement. Specifically, the parties understand and agree that Contractor has no greater duty with regard to the safety and security of persons or property at the Shopping Center than it does with regard to the general public in providing law enforcement services throughout Contractor's jurisdiction. This Agreement is between the parties only and does not create any rights in third parties. 15. HAZARDOUS MATERIAL. 15.1. For the purposes of this Section the following terms shall have the following meanings: (a) the term "Hazardous Material" shall mean: (i) any material or substance that, whether by its nature or use, is subject to regulation by any governmental body or agency, or (ii) any material, substance or waste which is toxic, ignitable, explosive, corrosive or reactive, or (iii) asbestos, or (iv) petroleum and petroleum-based products, or (v) formaldehyde, or (vi) polychlorinated biphenyls (PCBs), (vii) freon and other chlorofluorcarbons or (viii) such other material as is designated in a notice from Manager or Owner to Contractor (whether such notice is provided before or after Contractor first commences to use such material), (b) the term "Environmental Requirement" shall included the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. §9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.), the Toxic Substances Control Act (15 U.S.C. §2601 et seq.), the Clean Air Act (42 U.S.C. §7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §1251 et seq.), all as presently in effect and as the same may hereafter be amended, any regulation pursuant thereto, or any other present or future law, ordinance, rule regulation, order or directive addressing environmental, health or safety issues of or by any governmental body or agency. 15.2. Contractor hereby represents and warrants to Manager and Owner that it will insure that (i) no Hazardous Material will be used, generated, manufactured, sold, transported or located at, on, in, under or about the Shopping Center; (ii) no Hazardous Material will be used, generated, manufactured, sold, transported or located at, in, on, under or about the Shopping Center in a manner which violates any Environmental Requirement, or which requires cleanup or corrective action of any kind under any Environmental Requirement and (iii) no Hazardous Material will be transported, released, emitted, sold, discharged, leached, dumped or disposed of from the Shopping Center onto or into any other property. 15.3. In the event of any spill or other release of any Hazardous Material at, in, on, under or about the Shopping Center in connection with the performance of the Services, which is required to be reported to a governmental body or agency under any Environmental Requirement, Contractor shall promptly notify Manager or Owner and shall promptly forward to Manager or Owner copies of any notices received by Contractor relating to the alleged violations of any Environmental Requirement and will promptly pay when due any fine or assessment against Contractor, Manager, Owner or any other party or the Shopping Center or the development relating to any Environmental Requirement or the existence of Hazardous Materials. 15.4. If, at any time, it is determined that the Services violate any applicable Environmental Requirement or involve Hazardous Materials which require special handling in collection, storage, treatment or disposal, or any other form of cleanup or corrective action, Contractor shall within ten (10) days after receipt of notice thereof take, at its sole cost and expense, such actions as may be necessary to fully comply in all respects with all Environmental Requirements. 15.5. If a lien is filed against any part of the Shopping Center resulting from the need to expend or the actual expending of monies arising from an Environmental Requirement, or a liability regarding Hazardous Materials related to an action or omission, whether intentional or unintentional, of Contractor, or its employees, agents, representatives or Subcontractors or for which Contractor is responsible, then Contractor shall, within ten (10) days from the date that the Contractor is first given notice that such lien has been placed (or within such shorter period of time as may be specified by Manager or Owner) either (a) immediately pay the claim and remove the lien, or (b) immediately furnish a cash deposit, bond, or such other security with respect thereto as is satisfactory in all respects to Manager or Owner and is sufficient to effect a complete discharge of such lien on the Shopping Center. 15.6. Contractor shall defend (with counsel reasonably acceptable to Manager), indemnify, and hold harmless Manager and Owner and their affiliates, parent corporation, subsidiaries, partners, successors and assigns, and the employees, agents, officers, directors of any of them from and against any and all loss, claims, demands, penalties, causes of action, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, foreseen or unforeseen, contingent or otherwise (including, without limitation, counsel and consultant fees and expenses, investigation and laboratory fees and expenses, court costs, and litigation expenses) directly or indirectly arising out of, or in any way related to (i) any breach by Contractor of any of the provisions of this Section; (ii) the presence, use, generation, transportation, disposal, spillage, discharge, emission, leakage, release, or threatened release of any Hazardous Material by Contractor, or its employees, agents, representatives or Subcontractors which is at, in, on, under, about, from or affecting the Shopping Center including, without limitation, any damage or injury resulting from any such Hazardous Material to or affecting the Shopping Center or any related soil, water, air, vegetation, buildings, personal property, persons or animals; (iii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to any such Hazardous Material caused by Contractor, or its employees, agents, representatives or Subcontractors; (iv) any lawsuit brought or threatened, settlement reached, or order or directive of or by any government agency or body relating to such Hazardous Material; or (v) any violation of any Environmental Requirement or any policy or requirement of Manager or Owner hereunder. Contractor shall indemnify Manager or Owner for all losses, including, but not limited to damages occasioned by the inability of Manager or Owner to lease any area or a reduction in the fair market and/or rental value of any area of the Shopping Center due in whole or in part to Contractor's actions or omissions related to Hazardous Materials or Environmental Requirements. 16. MISCELLANEOUS. 16.1. The invalidity or unenforceability of any particular provision(s) of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. This Agreement contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Agreement, and no prior agreement, negotiations, brochures, arrangements, or understanding pertaining to any such matter shall be effective for any purpose unless expressed herein. Any amendment to or other modification of this Agreement must be in writing and signed by both parties hereto. Time is of the essence in Contractor's performance of this Agreement. 16.2. To the extent Contractor does not have its own code of ethics, it shall use commercially reasonable efforts to comply with Owner's Code of Ethics, which can be accessed at the following website: https://www. u rw.com/en /group/corporate-governance/code-of-ethics. 16.3. The Contractor hereby irrevocably assigns to Manager or its assignee, all of the Contractor's right, title and interest in and to any such deliverables, inventions, discoveries, improvements, and/or works of authorship described in this Agreement and/orcreated in the performance of Services (collectively "Work Product"), above, and agrees that the Manager is under no further obligation, monetary or otherwise, to the Contractor for such assignment. The Contractor agrees to execute, acknowledge and deliver to the Manager, its successors and assigns, all documentation, including, but not limited to, applications for patents and/or copyrights, as the Manager may deem necessary or desirable to obtain and perfect the interests of the Manager, its successors and assigns, in any and all countries, in such Work Product and to vest title thereto in the Manager. 16.4. To the extent enforceable, the parties to this Agreement hereby waive and relinquish any and all rights that such party may have to trial by jury in any action, proceeding or counterclaim filed by either party, whether in contract, tort or otherwise, relating directly or indirectly to this Agreement and/or the Shopping Center, or any alleged acts or omissions of Contractor or Manager in connection therewith. This Agreement is governed by and shall be construed and interpreted according to the laws of the State of Washington, without reference to principles of conflict of laws. Any action, suit or other proceeding arising under or related to this Agreement shall be brought in a court of competent jurisdiction in King County in the State of Washington. 16.5. If any action is brought by either party against the other party, relating to or arising out of this Agreement, the transaction described herein or the enforcement hereof, the prevailing party shall be entitled to recover from the other party all reasonable attorneys' fees, costs and expenses incurred in connection with the prosecution or defense of such action. For purposes of this Agreement, the term "attorneys' fees" or "attorneys' fees and costs" shall mean the fees and expenses of counsel to the parties hereto, which may include printing, photostating, duplicating and other expenses, air freight charges, legal research, deposition costs and fees billed for law clerks, paralegals and other persons not admitted to the bar but performing services under the supervision of an attorney, expert fees and all costs and fees incurred in connection with the enforcement or collection of any judgment obtained in any such proceeding. The provisions of this Section shall survive the entry of any judgment, and shall not merge, or be deemed to have merged, into any judgment. 16.6. This Agreement may be signed in counterparts, each of which shall be deemed an original, and all of which together shall be deemed a single instrument. The parties agree that signatures by facsimile shall be accepted as originals. 16.7. EEOC Clause. If applicable, during the performance of this Agreement, the Contractor hereby incorporates by reference the provisions set forth in 41 C.F.R. § 60-1.4, § 60-250.5 and § 60-741.5, which provisions apply to all nonexempt contractors and vendors. 16.8. Anti -Corruption. The parties shall not, directly or indirectly, in particular through public officials, intermediaries and third parties, let, commit. authorize or permit any action in connection with the negotiation, conclusion or performance of this Agreement which would cause the parties and/or the parties' affiliates to be in violation with any applicable anti -corruption or anti -bribery laws or regulations, including the French Sapin II law, FCPA and the UKBA. This obligation applies in particular to unlawful payments including facilitation payments, payments to public officials, representatives of any public authority national or local, public enterprise, or any person in charge of a public service, or their associates, families or friends. Each Party agrees that it will not either promise, offer, or give, or agree to give, to any employee, representative or third party acting on behalf of the other party or accept, or agree to accept from any employee, representative or third party acting on behalf of the other party, any undue gift or benefit, be it monetary or other, with regard to the negotiation, conclusion or performance of this Agreement. Each party shall immediately notify the other party, if it becomes aware of or has specific suspicion of any corruption with regard to the negotiation, conclusion or performance of this Agreement at compliance.officer@urw.com or +33 1 76 77 61 00 for Manager. In case any undue gifts, benefits or payments with regard to the negotiation, conclusion or performance of this Agreement are made in violation of this Section, or if Unibail-Rodamco-Westfield and/or any subsidiaries is aware of a final sentence for corruption or bribery made against the signatory party of this Agreement, Manager may terminate this Agreement, without notice, with immediate effect or with a negotiated notice period agreed with Manager. 16.9. Confidentiality. Contractor is a public entity and is therefore subject to the Washington Public Records Act, Chapter 42.56 RCW. Except as otherwise required under Chapter 42.56 RCW, each party agrees to keep confidential and use solely for the purpose of this Agreement any financial, proprietary, sensitive or non-public information of any kind, type or nature, of the other party, except such obligation shall not extend to any information that: (i) has entered the public domain without default on the recipient's party; (ii) was already lawfully in the recipient's possession on a non -confidential basis prior to disclosure by the disclosing party and not from a source known to be subject to an obligation of confidentiality; or (iii) has been lawfully received from a third party on a non -confidential basis provided such third party was not known to be subject to an obligation of confidentiality. A party may disclose the other party's confidential information on a need -to - know basis to its employees and agents who are subject to confidentiality provisions at least as protective as those herein. If a party is required by law ("Required Party") to disclose the other party's confidential information, the Required Party must, to the extent permitted by law, provide at least ten (10) days' notice to the other party so that the other party may seek a protective order. 16.10. URW Trademark. Contractor is not authorized to use and agrees it will not use any Unibail- Rodamco-Westfield trademark(s), logo(s), service mark(s), trade name(s), and/or legal notice(s) (collectively, "URW Marks"); provided, however, in the event use of any URW Mark is required to perform the Services, Contractor may use the URW Marks with Manager's or Owner's review and approval. To the extent Manager approves use of the URW Marks, Manager or Owner grants Contractor a limited, revocable, non-exclusive, non -assignable, non -transferable, non- sublicensable, royalty -free license, for the Term to use the designated URW Marks in the form delivered by Manager or Owner, only as essential and necessary to perform Services. All rights, title, and interests in the URW Marks and the goodwill pertaining thereto are the exclusive property of Owner. 16.11. Electronic Signature. Pursuant to the Electronic Signatures in Global and National Commerce Act (ESIGN) the parties hereby expressly agree to the use of certificate -based electronic signature software operated by DocuSign for execution of this agreement. The certificate -based electronic signature generated by this software shall have the same legal effect as a handwritten signature and shall be admissible evidence of the parties' mutual intent to be legally bound by this agreement. The parties declare that they have received all information required to be fully aware of the certificate -based electronic signature process, and each party hereby waives any challenge against the enforceability of this agreement based on the use of such certificate -based electronic signature software. In connection with the execution of this agreement each signatory accepts and acknowledges that their personal data will be processed for the purpose of authentication of their electronic signature and constitution of a record of proof of its validity. Such personal data will be transferred to DocuSign, as data processor in charge of the electronic signature platform. For further details regarding such data processing, and the exercise of all rights related to personal data protection legislation, the signatories should refer to the data processing disclaimer which will be available via the DocuSign platform during the signature process. 16.12. The parties shall use best efforts to apply the URW Responsible Purchasing Charter (the "Charter"), which applicable version is available on URW's website at the following link: https://www.urw.com/en/csr/csr-documents. In the case where the Contractor has its own rules of conduct that similarly address the sustainability matters stated in the Charter, then Contractor herby represents and warrants as to the consistency of its own rules with the Charter and its effective implementation. In accordance with the URW's whistleblowing policy any situation/events contrary to the Charter can be confidentially reported on the URW Integrity Line (bttps 11 i jin psgirii ylliiinc,.e [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] EXHIBIT A SCOPE OF SERVICES AND SCHEDULE OF PERFORMANCE Detective will work four ten-hour shifts during a work week. o Hours - Noon to 10:00 pm (Mall open 10:00 am until 9:00 pm) o Shift - Tuesday through Friday • Detective will have holidays off and be paid for holidays in accordance with the current Teamsters CBA for holidays related to specialty assignment with the following exception: Unusual Occurrences, Specific Holidays, and Significant Events: The Retail Emphasis Detective (Mall Specialty Assignment) will be expected to work and will not be allowed to take leave during Unusual Occurrences, Specific Holidays, and Significant Events, barring exceptional circumstances. With regard to "unusual occurrences", where practical, the Chief shall provide these dates as far in advance as is practicable to the assigned detective. The holidays specified herein are the Day after Christmas, and the Day after Thanksgiving. The significant events referenced herein are those events on any given day that may reasonably be expected to bring larger crowds to the Mall and threaten public safety if staffing the position is not maintained as determined by the Chief or his designee. • Detective will work out of the Mall PD Resource Center. • Detective is subject to emergency call out and the staffing needs of the Department. • Detective position will not be backfilled for purposes of any extended leave. • Prioritization of filling specialty units is at the discretion of the Chief of Police. • The Police Department will prioritize weekend overtime officer slots at the Mall. This means that if there is a need to backfill a patrol shift, the Mall overtime officer slots will be drawn from last in order to fill Patrol vacancies. • Detective will be selected through Department established selection process. Mall Management representation may sit in on the interviews. • Selection of Officer for Detective assignment will be at the discretion of the Chief of Police. • Detectives will be supervised by and report to the SEU Sergeant. • Detective responsibilities specific to position (Not inclusive of all responsibilities as an officer): o Act as a liaison to Mall management, retailers and their staff, and patrons of the Mall. Detective will engage with the retail community and patrons. o Assist with Tukwila and Regional Organized Retail Theft (ORT) crimes and investigations. o Detective will help cover calls at the Mall but are not meant to replace the district cars. o Be visible throughout their shift when not performing assigned duties. As used in this Exhibit, "Detective" shall mean the officer or detective designated by Contractor. EXHIBIT B CONTRACT PRICE AND SCHEDULE OF PAYMENT Year Hours Monthly Rate Annual Year 1 2080 $18,343.20 $220,118.40 Year 2 2080 $18,893.50 $226,721.95 Year 3 2080 $19,460.30 $233,523.60 Total 6240 $680,363.95 The City of Tukwila will invoice Westfield Property Management, LLC quarterly for the actual expenditure of the assigned Officer or Detective providing the Services, which amount shall be $18,343.20 Monthly (2026 Rate) (the "Base Fee"). For the avoidance of doubt, the Base Fee shall be subject to periodic increases from time to time for overtime and holidays worked by the applicable officer or detective in accordance with the terms of employment between Contractor and the applicable officer or detective. In the event of any redeployment or reallocation of the officer or detective pursuant to Section 1 of the General Provisions without replacement of such officer or detective to perform the Services, then the Base Fee shall be reduced on a pro rata basis for each hour in which the Services are not performed. This pro rata basis will be triggered if two hours or more of service are missed in a single day of scheduled service. Prorated rate = the total annual cost of the program divided by industry standard of 2080 hours. (For 2026 the calculation would be $220,118.40 / 2080 = $105.82 hourly rate.) Invoices will be paid Net 30. EXHIBIT C INSURANCE REQUIREMENTS 1. Before Contractor performs any Services at or prepares or delivers material to the Shopping Center, Contractor will provide original certificates of insurance and endorsements evidencing the following coverages by an insurance carrier satisfactory to the Manager authorized and licensed to provide such coverages in the state in which the Shopping Center is located: a. Commercial General Liability Insurance, on an "occurrence" basis, or policy equivalent thereof, and including Products and Completed Operations coverage and contractually assumed liability coverage, with the following limits: If the Contract Price is $100,000 or less, $1,000,000 each occurrence Combined Single Limit (CSL)/$2,000,000 General Aggregate. ii. If the Contract Price is more than $100,000, $3,000,000 each occurrence Combined Single Limit (CSL)/$4,000,000 General Aggregate. iii. If the Services include any of the following work: use of crane, vertical transport, steel erection, heavy demolition, excavation, shoring, roofing, waterproofing, or installation of exterior skin, then the limits shall be not less than $5,000,000 each occurrence CSL/$5,000,000 General Aggregate. b. Automobile Liability Insurance including Bodily Injury and Property Damage with the following coverage limits: i. If the Contract Price is $100,000 or less, $1,000,000 each occurrence Combined Single Limit (CSL). ii. If the Contract Price is more than $100,000, $3,000,000 each occurrence Combined Single Limit (CSL). c. Statutory Worker's Compensation insurance as required by the laws of the state in which the Shopping Center is located; d. Property insurance for damage or loss to Contractor's assets including tools, equipment, supplies and temporary structures required for performing the Services; and e. Employer's liability in the amount of $1,000,000 each accident, $1,000,000 each employee, $1,000,000 policy aggregate by disease. 2. Except for Workers Compensation, the insurance policies required herein shall name, by endorsement the following parties as additional insureds: "Southcenter Owner LLC, Westfield, LLC, URW WEA LLC, Unibail-Rodamco- Westfield SE, WFD Unibail-Rodamco NV, Westfield America Limited Partnership, Westfield Property Management LLC, and any and all of their respective parents, partners, subsidiaries, affiliates, employees, agents, officers and representatives, together with any mortgagee from time to time of Manager's interest, are named as an additional insured, as their interests may appear" (collectively, the "ADDITIONAL INSUREDS"), The Commercial General Liability policy shall contain a provision that such policy shall be primary and any policies carried by any of the additional insured parties shall be excess and non-contributing Each insurance policy shall not be subject to any deductible or self-insured retention that exceeds $10,000. Contractor shall be responsible for the payment of any deductible or self- insured retention amounts and the defense and indemnity obligations set forth in this Agreement in the event that an insurer does not participate in the defense and/or indemnity of a claim tendered by Manager or Owner pending exhaustion of a deductible or self -retention amount, it being the intent of the parties that the ADDITIONAL INSUREDS shall be fully insured from the first dollar of any claimed loss. The insurance policies required hereunder shall contain a waiver by the insurer of any right to subrogation against Owner, Manager or any Additional Insureds. 3. The insurance policies required herein shall provide that the required coverages will not be canceled or materially reduced except by written notice to Manager given at least thirty (30) days prior to the effective date of such cancellation or reduction. In the event the coverage evidenced by any of the certificate(s) is canceled or reduced, Contractor shall procure new insurance policies, and shall furnish to Manager before the effective date of such cancellation, certificates, and/or endorsements as set forth hereinabove, conforming to the above requirements. 4. Should Contractor fail to obtain any insurance coverage, or to provide any certificate or endorsement required hereunder, or should Contractor fail to timely renew any such insurance coverage, Manager shall have the right, at Manager's election: (a) to obtain such coverage on Contractor's behalf, at Contractor's expense, from any insurance carrier selected by Manager in Manager's sole discretion, and to offset the costs and premiums for such insurance against any sums payable to Contractor under this Agreement; or (b) to terminate this Agreement; or (c) take any and all such other action which may be provided for by law or equity. 5. If Contractor contracts with or hires any Subcontractors to participate in the Services, Contractor shall require such Subcontractors to obtain, maintain and furnish to Contractor and Manager satisfactory evidence of insurance with coverages, limits, and additional insureds endorsement outlined herein. Contractor shall not allow any such Subcontractor to enter the Shopping Centers until each has obtained and submitted the insurance evidence required herein.