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Home My WebLink About13-106 - Businesses Ending Slavery & Trafficking / Tukwila et al - Website for Crimes in Lodging Establishments13-106 Council Approval N/A MEMORANDUM OF AGREEMENT This Memorandum of Agreement ("Agreement") is between Businesses Ending Slavery & Trafficking ("BEST"), a non-profit organization, the City of Tukwila ("Tukwila"), a municipal corporation of the State of Washington, the City of Seattle ("Seattle"), a municipal corporation of the State of Washington, the City of Bellevue ("Bellevue"), a municipal corporation of the State of Washington, and the Tacoma Regional Convention and Visitor Bureau ("TRCVB"), a nonprofit organization, collectively known as the "Participating Organizations" or the "Parties." I. PURPOSE The express purpose of this Agreement is to create a partnership between the Parties to fund and administer SafeLodgingNW.org, a website enabling hotel managers and law enforcement to share real-time information and photos with each other about suspected crimes taking place in lodging establishments. II. GOALS The goal of the SafeLodgingNW.org project is to increase partnership and information-sharing between law enforcement and lodging establishments with an aim to increase the safety of lodging establishments and the communities in which those establishments are located. III. RESPONSIBILITES A. To contribute to this partnership, BEST will provide the following services without charge to the other Participating Organizations: 1. The SafeLogdingNW.org website shall be a program of BEST. 2. BEST will manage the financial aspects of the Safe Lodging NW program, including helping to raise funding to pay for site start-up and maintenance, accounting, and raising funds to pay for BEST's work related to the site. BEST will not hold partners responsible for the cost of BEST's work related to the site. 3. BEST will help to recruit and train lodging members and law enforcement to use the site. 4. A representative from BEST will serve on the leadership committee. B. To contribute to this partnership, Tukwila will provide the following services without charge to the other Participating Organizations: 1. The City of Tukwila, through the Tukwila Police Department is responsible for the primary administration of the site of up to 4 hours per week, including receiving incidents reported on the site, vetting potential members of the site, and any disciplinary action related to inappropriate use of the site. 2. A representative from Tukwila will serve on the leadership committee. C. To contribute to this partnership, Seattle will provide the following services without charge to the other Participating Organizations: 1. The Seattle Police Department is responsible for relieving Tukwila of its administrative responsibility if the site requires over 4 hours of administration in a week or when Tukwila is not available or on leave. Administrative duties include receiving incidents reported on the site, vetting potential members of the site, and any disciplinary action related to inappropriate use of the site. 2. A representative from Seattle will serve on the leadership committee. D. To contribute to this partnership, Bellevue will provide the following services without charge to the other Participating Organizations: 1. The Bellevue Police Department is responsible for relieving Seattle of its administration responsibility of the site, as needed. Administrative duties include receiving incidents reports on the site, vetting potential members of the site, and any disciplinary action related to inappropriate use of the site. If Bellevue is unable to provide full administrative support, Bellevue is responsible to inform the leadership committee so that the leadership committee can find appropriate administrative support. E. To contribute to this partnership, TRCVB will provide the following services without charge to the other Participating Organizations: 1. TRCVB will help to recruit lodging members and other CVBs to participate. 2. TRCVB will provide help to the administrator to vet lodging applicants and/or the TRCVB will oversee and train a group of reputable lodging partners or associations to help the administrator vet potential lodging members. 3. TRCVB will promote the site among hoteliers statewide through partner CVBs and lodging associations. 4. TRCVB will help to arrange, with partner CVBs when appropriate, the trainings. 5. A representative from TRCVB will serve on the leadership committee. IV. LEADERSHIP COMMITTEE - There will be a SafeLodgingNW.org leadership committee with membership from BEST, Tukwila, Seattle, and TRCVB to oversee website policies and issues. The committee will submit policies and policy changes to the BEST Board of Directors for review. If BEST Board of Directors deems that any policies will expose BEST to legal liability, the policies shall be returned to the Committee for revisions in accordance with the concerns of the BEST Board of Directors; provided, no policy or policy revision shall alter the provisions of this Agreement. - Committee will establish by-laws and call meetings. V. AUDITS AND INSPECTIONS The records and documents with respect to all matters covered by this contract shall be subjected to inspection, review or audit by any of the Participating Organizations at the requesting party's sole expense during the term of this Agreement and three (3) years after expiration or termination. Such records shall be made available for inspection during regular business hours within a reasonable time of the request. VI. PROPERTY ACQUISITION, HOLDING, AND DISPOSAL 2 The parties do not intend to acquire, hold, or dispose of any real or personal property pursuant to this Agreement. VII. INDEMNIFICATION Each of the Party shall defend, indemnify and hold the other Parties, their officers, officials, employees and agents harmless from any and all costs, claims, judgment, and/or awards of damages, arising out of, or in any way resulting from the Party's negligent acts or omissions in performing under this Agreement. Where such claims, suits or actions result from the concurrent negligence of the Parties, the indemnity provisions provided herein shall be valid and enforceable only to the extent of each party's own negligence. Each Party agrees that its obligations under this subparagraph include, but are not limited to, any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. For this reason, each of the Parties, by mutual negotiation, hereby waives, with respect to the other Party only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. VIII. INDEPENDENT CONTRACTOR Each party to this Agreement is an independent contractor with respect to the subject matter herein. Nothing in this Agreement shall make any employee, volunteer or agent of a Participant an employee, volunteer or agent of another Participant, for any purpose. At all times pertinent hereto, employees, volunteers, and agents of each Participant Organization is acting as an employee, volunteer, or agent of that individuals Participating Organization only. IX. DURATION AND TERMINATION The duration of this Agreement will be from May 1, 2013 through April 30, 2016. This Agreement shall automatically renew annually upon its anniversary date unless terminated sooner pursuant to the terms of this Agreement. X. TERMINATION A Participating Organization may terminate this Agreement by providing thirty (30) days written notice of such intent to terminate to the other Participating Organizations. XI. ENTIRE AGREEMENT This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the Parties and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the Parties. XII. SEVERABILITY AND SURVIVAL 3 If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. XII. APPLICABLE LAW; VENUE; ATTORNEY'S FEES This Agreement shall be subject to, and the Parties shall at all times comply with, all applicable federal, state and local laws, regulations, and rules, including the provisions of the City of Tukwila Municipal Code and ordinances of the City of Tukwila. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. Venue for any action arising from or related to this Agreement shall be exclusively in King County Superior Court. XIII. NO THIRD PARTY BENEFICIARIES. This agreement does not and is not intended to confer any rights or remedies upon any person other than the parties. XIV. EXECUTED IN COUNTERPARTS This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. XV. SEVERABILITY AND SURVIVAL If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. XVI. NOTICES Notices to Tukwila shall be sent to the following address: City Clerk City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 Notices to BEST shall be sent to the following address: 4 BEST P.O. Box 14512 Seattle, WA 98114 Notices to Seattle shall be sent to the following address: Attn: Vice and High Risk Victims Unit Seattle Police Headquarters 610 Fifth Avenue P.O. Box 34986 Seaftle, WA 98124-4986 Notices to Bellevue shall be sent to the following address: Attn: Lt. Lisa Patrice Ili or Lt. of the Investigations Section 450 110th Avenue NE Bellevue, WA 98004 Notices to TRCVB shall be sent to the following address: President and CEO Tacoma Regional Convention and Visitor Bureau 1119 Pacific Avenue, Suite 1400 Tacoma, WA 98406 IN WITNESS WHEREOF, the Parties have executed this Agreement on the date last written. Signatures: BEST Diiector Signature CITY OF TUKWILA T/ALS iv ?(/-f (13 Director Printed Name Date Mayor Printe ame Date 5 CITY OF SEATTLE Mayor Signature CITY OF BELLEVUE Mayor Signature Mayor Printed Name Date Mayor Printed Name Date TACOMA REGIONAL CONVENTION AND VISITORS BUREAU Director Signature Director Printed Name Date BEST P.O. Box 14512 Seattle, WA 98114 Notices to Seattle shall be sent to the following address: Attn: Vice and High Risk Victims Unit Seattle Police Headquarters 610 Fifth Avenue P.O. Box 34986 Seattle, WA 98124-4986 Notices to Bellevue shall be sent to the following address: Attn: Lt. Lisa Patrice Ili or Lt. of the Investigations Section 450 110th Avenue NE Bellevue, WA 98004 Notices to TRCVB shall be sent to the following address: President and CEO Tacoma Regional Convention and Visitor Bureau 1119 Pacific Avenue, Suite 1400 Tacoma, WA 98406 IN WITNESS WHEREOF, the Parties have executed this Agreement on the date last written. Signatures: BEST Director Signature CITY OF TUKWILA Mayor Signature Director Printed Name Date Mayor Printed Name Date 5 CITY OF SEATTLE Mayor Signature CITY OF BELLEVUE Mayor Signature Mayor Printed Name Date Mayor Printed Name Date TACOMA REGIONAL CONVENTION AND VISITORS BUREAU ,64.;Z �i�i� �1 L/, �IOW�► Director Signature Director Printed Name Date 6