GIRDWOOD POLICE SERVICES CONTRACT

THIS AGREEMENT, is made and entered into this ___ day of October 2016, by and between the Municipality of Anchorage, a State of Alaska municipal corporation (“Anchorage”), on behalf of the Girdwood Valley Service Area (“GVSA”), and Whittier, Alaska, a municipal corporation (“Whittier” or “Contractor”). This Agreement shall be referred to as the Agreement or the Contract throughout this document.

WHEREAS, the GVSA wishes to procure police services furnished by the Whittier Police Department for a period of three (3) years, subject to the termination provisions herein contained;

NOW, THEREFORE, in consideration of the mutual obligations and promises herein, Anchorage and Whittier agree as follows:

This Contract consists of:

A.	Part I, consisting of 14 sections of Special Provisions;

B.	Part II, consisting of 12 sections of General Provisions;

C.	Appendix A – Scope of Services, consisting of 2 pages;

D.	Appendix B – Procedure for 911 calls, consisting of 1 page; and

E.	Appendix C – Summary, by Category, of Estimated First-Year Expenses, consisting of 1 page.

PART I

SPECIAL PROVISIONS

Part I of this Agreement consists of those provisions that are listed below by section number and title.

Section 1.	Definitions

Section 2.	Scope of Services

Section 3.	Time for Performance

Section 4.	Compensation; Method of Payment

Section 5.	Termination of the Contractor’s Services

Section 6.	Duties Upon Termination

Section 7.	Insurance

Section 8.	Assignments

Section 9.	Omitted.

Section 10.	Notices

Section 11.	Force Majeure

Section 1.	Definitions.

A.	“Administrator” means the Director of the Municipality of Anchorage Department of Public Works, or the Director’s designee.

B.	“Anchorage” means the Municipality of Anchorage, including the GVSA as defined in subsection D of this section.

C.	“Contractor” means Whittier.

D.	“GVSA” means the area depicted as the Girdwood Valley Service Area in Anchorage Municipal Code 27.30.700.

Section 2.	Scope of Services.

A.	The Contractor shall perform professional services in accordance with Appendix A, which is attached hereto and incorporated in this section by reference.

B.	Anchorage shall not be responsible for any costs associated with additional services unless Anchorage has consented in writing to the performance of additional services and agreed to pay costs associated with such services in its written consent. Contractor shall not perform additional services under this Contract unless such services arise from and relate to this Contract.

Section 3.	Time for Performance.

A.	This Contract becomes effective when signed on behalf of Anchorage and Whittier.

The Contractor shall commence performance of the work described in Section 2 of this Contract for a period of thirty-six (36) months, more specifically described in Appendix A to this Contract and subject to section 5, below..

Section 4.	Compensation; Method of Payment.

A.	Subject to the Contractor's satisfactory performance, Anchorage shall pay the Contractor FIFTY ONE THOUSAND FIVE HUNDRED DOLLARS ($51,500) monthly, not less than 25 days in advance of services rendered, except that payment for the first month shall not be made 25 days in advance of services rendered, but shall be made as soon as practicable after execution of this Contract. For the avoidance of doubt, monthly payments made pursuant to this Contract, subject to the Contractor’s satisfactory performance, shall annually total SIX HUNDRED EIGHTEEN THOUSAND DOLLARS ($618,000).

B.	The Contractor is not entitled to any compensation under this Contract, other than as expressly provided for in this section. Anchorage is not entitled to any services other than as expressly provided for in section 2, above.

C.	As a condition of payment, the Contractor shall have paid all municipal taxes currently due and owing by the Contractor.

D.	Annual Adjustment of Compensation.	Beginning on January 1, 2018, and annually on each January 1 thereafter for so long as this Contract remains in force, the compensation owed under subsection A shall increase or decrease by the percentage increase or decrease, if any, in the Consumer Price Index for All Urban Consumers, All Items, Anchorage, Alaska (1982-1984=100), as published by the U.S. Department of Labor, Bureau of Labor Statistics (hereafter “CPI-U”), between the figure reported for the first half of the then-current year and the figure reported for the first half of the immediately prior year.;

Section 5.	Termination of the Contractor's Services.

The Contractor's services under Part I, Section 2 this Contract may be terminated:

By mutual consent of the parties.

B.	For cause by either party where the other party fails in any material way to perform its obligations under this Contract. Termination under this subsection is subject to the condition that the terminating party notifies the other party of its intent to terminate, stating with reasonable specificity the grounds therefor and the other party fails to cure the default within thirty (30) days after receiving the notice.

By Anchorage on not less than thirty (30) days’ notice, in the event:

i.	that Contractor requires the assistance of the Alaska State Troopers’ Bureau of Investigation to adequately respond to major crimes including, but not limited to, homicide and sexual assaults; and

ii.	Anchorage receives notice that the Alaska State Troopers’ Bureau of Investigation will not provide such assistance to Contractor or will not provide such assistance without additional cost to Anchorage.

D.	By Whittier on not less than thirty (30) days notice, in the event that more than one lawsuit or administrative claim are filed against Contractor by or on behalf of a single entity or person due to or resulting from police or administrative services provided under this Contract or excessive requests for public records are filed in relation to the services provided under this Contract that result in substantial disruption to City administrative functions.

E.	For no cause with twelve (12) months notice to the other party prior to termination.

Section 6.	Duties Upon Termination.

Reserved.

If the Contractor's services are terminated, Anchorage shall pay the Contractor the reasonable value of the services satisfactorily rendered prior to termination. Except as otherwise provided in this contract, the reasonable value of the services rendered shall never exceed the monthly Contract rate for such services rendered prior to termination and any unpaid amount owed up to the date of termination. Contractor shall provide Anchorage with access, to the extent permitted by law and where access does not compromise any outstanding investigations or claims, to any finished or unfinished documents or materials including, but not limited to, police records, evidence in storage, videotaped materials, photographs, phone records, and GVSA-specific social media accounts, prepared by the Contractor under this Contract.

C.	If the Contractor’s services are terminated for no cause by Anchorage, Anchorage will in addition to the reimbursement provided in paragraph 6B, reimburse Contractor for any unavoidable costs or fees incurred by Whittier subsequent to the termination arising from upgrades, improvements or purchases made by Whittier to service the GVSA under this Agreement, including but not limited to any upgrade to the Contractor’s phone system described in Appendix B. Anchorage will remit the reimbursement required by this subsection within thirty (30) days of receiving from Whittier notice to do so, together with supporting documentation; provided, Whittier shall in no event bill Anchorage for charges associated with services beyond Dec. 31, 2019, and Anchorage shall in no event be required under this subsection to pay more than $618,000 in the aggregate.

C.	If the Contractor receives payments exceeding the amount to which it is entitled under this section, it shall remit the excess to the Administrator within ninety (90) days of receiving notice to do so and determining that the amount is in excess under the terms of the Contract.

D.	The Contractor shall not be entitled to any compensation under this section until the Contractor has delivered to the Administrator all documents, records, work product, materials and equipment owned by Anchorage and requested by the Administrator.

E.	If the Contractor's services are terminated, for whatever reason, the Contractor shall not claim any compensation under this Contract, other than that allowed under this Contract or otherwise agreed upon in writing by both parties.

F.	Except as provided in this section, termination of the Contractor's services under Part I, Section 5 does not affect any other right or obligation of a party under this Contract.

Section 7.	Insurance.

A.	The Contractor shall maintain in good standing the insurance described in Subsection B of this section. Before rendering any services under the Contract, the Contractor shall furnish the Administrator with proof of the insurance in accordance with subsection B in a form acceptable to the Risk Manager for Anchorage.

B.	The Contractor shall provide the following insurance:

1.	Workers’ compensation and employer’s liability coverage in the amount of $500,000 as required by Alaska law.

2.	Commercial general liability, including contractual and personal injury coverage in the amounts of $5,000,000 per occurrence, $10,000,000 aggregate to include:

Premises Operations

Products and Completed Operations

Blanket Contractual

Broad Form Property Damage

Independent Contractors

Personal Injury

3.	Commercial Automobile liability per occurrence in the amount of $1,000,000, single limit to include owned, hired and non-owned.

C.	Each policy of insurance required by this section shall provide notice to be delivered in accordance with the insurance policy provisions. to Anchorage prior to cancellation.

D.	Anchorage must be listed as an additional insured on all policies, except Workers’ Compensation insurance.

E.	General Liability and Automobile policies shall be endorsed to waive all rights of subrogation against the Municipality of Anchorage by reason of any payment made for claims under the above coverage.

Section 8.	Assignments.

Unless otherwise allowed by this Contract or in writing by the Administrator, any assignment by the Contractor of its interest in any part of this Contract or any delegation of duties under this Contract, excluding mutual-aid or automatic-aid agreements entered into to enhance the delivery of police services to the GVSA, shall be void, and an attempt by the Contractor to assign any part of its interest or delegate duties under this Contract shall give Anchorage the right to immediately terminate this Contract without any liability for work performed after the date of assignment.

Section 9.	Omitted.

Section 10.	Notices.

Any notice required pertaining to the subject matter of this Contract shall be either sent via facsimile (FAX) or mailed by prepaid first class registered or certified mail, return receipt requested to the following addresses:

Anchorage:	Municipality of Anchorage

c/o Maury F. Robinson

Department of Public Works

P.O. Box 196650

Anchorage, AK 995196650

FAX: (907) 343-8088

Contractor:	City of Whittier

c/o Chief Dave Schofield

P.O. Box 608

Whittier, AK 99693

FAX: (907) 472-2344

Notices are effective upon the earlier of receipt, proof of good transmission (facsimiles only), or five (5) days after proof of proper posting.

Section 11.	Force Majeure.

A.	Any failure to perform by either party due to force majeure shall not be deemed a violation or breach of this Contract.

B.	As used in this Contract, force majeure means an act or event of substantial magnitude, beyond the control of the delayed party, which delays the completion of this Contract, including without limitation:

1	Strikes or work stoppages.

2.	Any interruption, suspension or interference with services caused by acts of God, or acts of a public enemy, wars, blockades, insurrections, riots, arrests or restraints of governments and people, civil disturbances or similar occurrences, outside the control of Anchorage or Whittier; except that provision shall not be interpreted generally to excuse Whittier from responding to events, such as riots, civil disturbances, or similar occurrences, within GVSA that are of a nature to which a local police force would typically be expected to respond.

3.	Order of court, administrative agencies or governmental officers with jurisdiction to issue such an order, other than those issued by Anchorage, GVSA, or Whittier.

PART II

GENERAL CONTRACT PROVISIONS

Part II of this Agreement consists of those provisions that are listed below by section number and title.

Section 1.	Relationship of Parties

Section 2.	Nondiscrimination

Section 3.	Permits, Laws and Taxes

Section 4.	Nonwaiver

Section 5.	Amendment

Section 6.	Jurisdiction; Choice of Law

Section 7.	Severability

Section 8.	Integration

Section 9.	Liability

Section 10.	Inspection and Retention of Records

Section 11.	Availability of Funds

Section 1. Relationship of Parties.

The Contractor shall perform its obligations hereunder as an independent contractor of Anchorage. Anchorage may administer the Contract and monitor the Contractor's compliance with its obligations hereunder. Anchorage shall not supervise or direct the Contractor other than as provided in this Contract.

Section 2. Nondiscrimination.

A.	The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, ancestry, age, sex, or marital status or who is a "qualified individual with a disability" (as that phrase is defined in the Americans With Disabilities Act of 1990). The Contractor will take affirmative action to ensure that applicants are considered for employment and that employees are treated during employment without regard to their race, color, religion, or mental or physical impairment/disability, except that Contractor may consider an applicant or employee’s mental or physical impairment/disability in determining if they are a “qualified individual with a disability” (as that phrase is defined in the American with Disabilities Act of 1990). Such affirmative action shall be applied to actions including, without limitation,without limitation, employment, upgrading, demotion or transfer, recruitment or recruiting advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training including apprenticeship. The Contractor agrees to post, in conspicuous places available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

B.	The Contractor shall state, in all solicitations or advertisements for employees to work on Contract jobs, that Contractor is an equal opportunity employer.

C.	The Contractor shall comply with any and all reporting requirements that may apply to it which the Anchorage Office of Equal Employment Opportunity Contract Compliance may establish by regulation.

D.	The Contractor shall include the provisions of subsections A through C of this section in every subcontract or purchase order under this Contract, so as to be binding upon every such subcontractor or vendor of the Contractor under this Contract. Contractor shall not be required to amend or revise contracts with subcontractors or vendors executed prior to the Effective Date of the Contract to include subsections A through C of this section in such subcontract, vendor agreements or purchase orders under the Contract.

E.	The Contractor shall comply with all applicable federal, state and municipal laws concerning the prohibition of discrimination including, but not limited to Title 5 and Title 7, Chapter 7.50 of the Anchorage Municipal Code.

Section 3.	Permits, Laws and Taxes.

The Contractor shall acquire and maintain in good standing all permits, licenses and other entitlements necessary to its performance under this Contract. All actions taken by the Contractor under this Contract shall comply with all applicable statutes, ordinances, rules and regulations. The Contractor shall pay all applicable taxes from which it is not exempt pertaining to its performance under this Contract.

Section 4.	Nonwaiver.

The failure of either party at any time to enforce a provision of this Contract shall in no way constitute a waiver of the provision, nor in any way affect the validity of this Contract or any part hereof, or the right of such party thereafter to enforce each and every provision hereof.

Section 5.	Amendment.

A.	This Contract shall only be amended, modified or changed by a writing, executed by authorized representatives of the parties, with the same formality as this Contract was executed.

B.	For the purposes of any amendment modification or change to the terms and conditions of this Contract, the only authorized representatives of the parties are:

Contractor:	Mark Lynch

City Manager

Anchorage:	Michael K. Abbott

Municipal Manager

C.	Any attempt to amend, modify, or change this Contract by either an unauthorized representative or unauthorized means shall be void.

Section 6.	Jurisdiction; Choice of Law.

Any civil action rising from this Contract shall be brought in the Superior Court for the Third Judicial District of the State of Alaska at Anchorage. The law of the State of Alaska shall govern the rights and obligations of the parties under this Contract.

Section 7.	Severability.

Any provision of this Contract decreed invalid by a court of competent jurisdiction shall not invalidate the remaining provisions of the Contract.

Section 8.	Integration.

This instrument and all appendices and amendments hereto embody the entire agreement of the parties. There are no promises, terms, conditions or obligations other than those contained herein; and this Contract shall supersede all previous communications, representations or agreements, either oral or written, between the parties hereto.

Section 9.	Liability.

A.	The Contractor shall indemnify, defend, save and hold Anchorage (or Municipality) harmless from any and all claims, lawsuits or liability, including attorney fees and costs, allegedly arising out of loss, damage or injury to persons or property or from any wrongful or negligent act, error or omission of Contractor, Contractor's agents, employees, subcontractors or invitees, occurring during the course of, or as a result of the Contractor’s, Contractor's agents, employees, contractors, subcontractors or invitees’ performance pursuant to this Contract.

The Contractor shall indemnify, defend, save and hold Anchorage (or Municipality) harmless from any and all claims, lawsuits or liability, including attorney fees and costs, allegedly arising out of loss, damage or injury, not attributable to any wrongful or negligent act, error or omission of Anchorage, to: (i) a Whittier Police Officer performing services pursuant to this Contract, or (ii) Whittier property used in the performance of services pursuant to this Contract. For purposes of this provision, the phrase “wrongful or negligent act, error or omission of Anchorage” shall not include Anchorage’s selection, administration, or monitoring of Whittier’s performance under this Contract, or in approving or accepting Whittier’s work. All liabilities for salaries, wages, any other compensation, injury or sickness, employment taxes, and employment claims arising out of or stemming from an Officer’s performance of services under this Contract shall be the responsibility of the Contractor. except where such liabilities arose as a result of Anchorage’s termination of the Agreement.

C.	Nothing in this Agreement is intended to abrogate or limit either parties’ ability to avail itself of any legal defenses it may have, including the doctrine of qualified immunity.

Section 10.	Inspection and Retention of Records.

Every six (6) months from the effective date of this Contract, and upon request with reasonable notice, the Contractor shall submit such other information and reports relating to its activities under this Contract, to Anchorage, in such form and at such times as Anchorage may reasonably require but may not require Contractor to create any forms, reports, or information compilations in order to meet Anchorage’s request. The Contractor shall permit Anchorage to audit, examine and make copies of such records, and to make audits of all invoices, materials, payrolls, records of personnel and other data relating to all matters covered by this Contract to the extent permitted by law during regular business hours. Under no circumstances shall Contractor be required to create, compile, calculate or categorize records or information to meet a request made by Anchorage or any other entity or person. Anchorage may, at its option, permit the Contractor to submit its records to Anchorage in lieu of the retention requirements of this section.

Section 11.	Availability of Funds.

Payments under this Contract require funds from future appropriations and are subject to future appropriations. If sufficient funds are not appropriated for payments required under this Contract, this Contract shall terminate without penalty to either party and Anchorage shall not be obligated to make payments under this Contract beyond those which have previously been appropriated.However, this Contract shall terminate subject to the provisions and the penalties of this Contract if agents, officers, representatives, subcontractors, officials or any person or entity representing Anchorage or the GVSA request, advise, encourage or direct the Anchorage Assembly or any of its members to suspend appropriations for payments required under this Contract.

IN WITNESS WHEREOF, the parties have executed this Contract on the date and at the place shown below.

MUNICIPALITY OF ANCHORAGE	CONTRACTOR

______________________________	______________________________

Municipal Manager	Name: ________________________

Date: _________________________	Title: _________________________

Date: _________________________

IRS Tax Identification No. _________

Tax Status: Taxable [ ] Non-Taxable [ ]

FUNDS AVAILABLE

______________________________

Chief Fiscal Officer

Date: _________________________

APPENDIX A

~Scope of Work~

Provisions of Officers; Term of Contract. Whittier will make available to the GVSA for response to police matters within the GVSA no less than two (2) sworn police officers (“Officers”) beginning January 1, 2017 at 7:00am and ending December 31, 2019 at 11:59 pm, while acknowledging that available officers may not be in Girdwood every hour of every day and may need to respond from Whittier.

Officers shall:

a.	Hold a valid police officer certificate from the Alaska Police Standards Council or be actively working towards certification and scheduled to receive certification within three (3) years of the officer’s start date with Contract as a police officer.

No Officer may be provided to the GVSA who has been denied certification, who has had his or her basic certification revoked, or who has surrendered his or her basic certificate, in this state or another jurisdiction, unless the denial or revocation has been rescinded by the Alaska Police Standards Council or by the responsible licensing agency of the certificate-issuing jurisdiction.

2.	Substance of Work. Whittier will provide general law enforcement services to the GVSA, as follows:

a.	Whittier, as it deems appropriate, will enforce State law within GVSA

b.	Officers will respond to calls for service within GVSA, 24 hours a day, 7 days a week

c.	Officers will work with the State’s District Attorney’s Office and appear in Court, as needed to support legal proceedings

d.	Officers will be under the exclusive supervision and control of Whittier

3.	Equipment. Whittier, or its subcontractors, will supply all equipment necessary to fulfill the terms of this Contract.

4.	Prisoner Transport. Whittier will transport to the Anchorage Jail the following individuals, if any, arrested by Officers providing service under this Contract:

a.	All individuals arrested for felonies

b.	All individuals arrested for crimes of domestic violence as defined in AS 18.66.990(3)

c.	All individuals with outstanding warrants; and

d.	All individuals arrested for misdemeanors for which the statewide bail schedule does not permit release on the individual’s own recognizance.

5.	Other Individuals Requiring Transport. Whittier will transport to a suitable facility in Anchorage, individuals within the GVSA, if any, for whom Whittier determines commitment proceedings should initiated in accordance with Alaska Statutes title 47, including those that are mentally ill and as a result are likely to cause harm to themselves or others.

6.	Telecommunications. Whittier shall:

a.	Maintain radio systems and any needed Alaska Land Mobile Radio Communications System agreements to permit radio interoperability with the Alaska State Troopers, Anchorage Fire Department, Girdwood Volunteer Fire Department, and the Anchorage Police Department to the same extent and with the same licenses and systems currently licensed or employed by Contractor, and

b.	As of this Contract’s effective date, and for so long thereafter as the Contract has not been terminated, maintain a system for receiving 911 calls that originate in the GVSA upon transfer from the Public Safety Answering Point maintained by the Anchorage Police Department, and actually receive all such transferred calls, in accordance with the procedure set out in appendix B.

7.	Public Safety Committee of Girdwood Board of Supervisors. Whittier shall make a good faith effort to attend regularly scheduled meetings of the Public Safety Committee of the Girdwood Board of Supervisors. Anchorage anticipates that meetings of the Public Safety Committee will occur monthly, within the GVSA, after regularly scheduled business hours. Public Safety Committee meetings will provide a forum for communication between Whittier and the GVSA. Whittier will at least once annually provide the Public Safety Committee with statistical information regarding calls for service. The Public Safety Committee will exercise no control or direction over Whittier or any Officer; the Committee will meet for the purpose of receiving and exchanging information, and solely in advisory capacity.

8.	Description of Whittier’s Allocation of Amounts Paid. Not later than 30 days after January 1, 2018, and annually thereafter, Whittier shall provide Anchorage with at least a summary, with at least as much detail as the summary appended to this document as Appendix C, of how payments made to Whittier pursuant to this Contract were allocated by Whittier. Said summary shall, at a minimum, disclose to Anchorage the total amount of money that Whittier spent for purposes of fulfilling this Contract, for: (a) wages and benefits, and (b) equipment and supplies, and (c) any risk mitigation or contingency costs. The summary under this section shall not constitute a budget for services under this Contract nor shall Whittier be required to separately account for or itemize costs, fees or services that were expended, paid for and/or procured on behalf of the Whittier Police Department.

9.	Emergencies. Both parties agree that Whittier will not be deemed to have breached this Contract if law enforcement services agreed upon in this Contract are unavailable due to an unanticipated and ongoing emergency within the GVSA or Whittier that requires immediate police attention. The need for police services shall be determined within the sole, reasonable discretion of the Whittier Police Chief.

APPENDIX B

~Procedure for 911 Calls~

At the time of execution of the Contract, Whittier receives 911 calls for service from Land lines and cellular calls originating in Whittier but also is capable of accepting calls forwarded from other federal, state, and municipal agencies. 911 calls are routed through the local telephone company, Telco, Inc. (“TELCO), which routes the 911 calls to 907-472-2390 at the TELCO. These calls to 911 are connected to three separate locations, which include:

The Whittier Police Station telephone Number

The Police Chief’s residential telephone line

The cell phone of all Whittier police officers

Incoming 911 calls are not recorded. Whittier is upgrading the existing 911 system to record 911 calls and time stamp such calls. The routing and response to 911 calls shall remain the same after the upgrade of the system

APPENDIX C

~Summary, by Category, of Estimated First-Year Expenses~

Salary Wages and Benefits: $371,524

Supplies and Equipment: $155,671

Risk Mitigation/Contingencies: $90,804