Service Solicited - 2025 - DWZ Technologies, LLC - Event Surveillance Monitoring w/ Response ServicesCITY OF EAGLE
PROFESSIONAL SERVICES AGREEMENT
Event Surveillance Monitoring with Response Services
This Professional Services Agreement ("Agreement") is entered into this 1A day of
T&mi a4y 2025, by and between the City of Eagle, an Idaho municipal corporation ("City") and
DWZ Technologies, LLC ("Contractor"). The City and Contractor are sometimes collectively
referred to herein as the "Parties."
RECITALS
WHEREAS, the City desires to contract for event surveillance monitoring services of
City owned parks and facilities to ensure safety within the city;
WHEREAS, Contractor possesses the requisite qualifications, skills and the experience
necessary to provide surveillance monitoring services contemplated in this Agreement;
WHEREAS, Contractor shall provide surveillance monitoring services;
WHEREAS, the Idaho Legislature during its 2023 legislative session passed an act,
codified at Idaho Code § 67-2359, requiring public entities of the State of Idaho to include in
certain contracts for services (including any renewals of such contracts) a written certification that
the Vendor/Contractor is not currently owned or operated by the government of China and will not
for the duration of the contract be owned or operated by the government of China; and
NOW THEREFORE, and in consideration of the mutual promises contained herein, the
Parties agree to the following:
1. Incorporation of Recitals: The above Recitals are a material part of this
Agreement and are incorporated into the Services of this Agreement by reference as though they
were fully set forth herein.
2. Services: The Contractor and/or its subcontractors shall provide the deliverables as
identified in Exhibit A attached hereto and incorporated herein.
3. Term; Renewal: AND Termination: This Agreement shall be for a twelve (12)
month term. This Agreement may be renewed, annually if agreed to by the Contractor and City
Council. The City reserves the right not to renew this Agreement for any reason. Either party shall
have the right to terminate this Agreement at any time by giving thirty (30) days written notice of
such termination. The City may terminate this Agreement immediately upon any breach of
performance specified in this Agreement by the Contractor or any violation of State, Federal or
local law. Notwithstanding any provision of this Agreement, Contractor shall not be relieved of
liability to City for damages sustained by City by virtue of any breach of this Agreement by
Contractor, and City may withhold any payments to Contractor for the purposes of set-off until
such time as the exact amount of damages due City from Contractor is determined. This provision
shall survive the termination of this Agreement and shall not relieve Contractor of liability to City
for damages.
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4. Ownership and Intellectual Propertv: All materials produced for the City by
Contractor under this Agreement shall become the property of the City except Contractor shall
retain sole ownership of any know-how, software, source code, tools and methodologies developed
by Contractor (hereinafter "work Product"). Contractor hereby grants to City a royalty -free, non-
exclusive, worldwide, perpetual, fully transferable license to use, reproduce or create derivative
works of the Work Product.
5. Compensation: The Contractor shall be paid for its services in an amount not to
exceed thirty-seven thousand six hundred and twenty dollars ($37,620) as identified in Exhibit A
for work performed. Said sum shall be paid in twelve (12) equal monthly installments.
6. Additional Expenses: Usual and customary office expenses, as well as mileage
compensation, shall not be considered for reimbursement to the Contractor. However, should
other services be needed by the contractor prior written approval must be obtained by the City, for
said expenses to be available for reimbursement.
7. Equipment. Materials. Supplies: Contractor shall supply, at Contractor's sole
expense, all equipment, tools, materials, and/or supplies to accomplish the services to be provided
under this Agreement.
8. Pavment: The Contractor shall submit an invoice for payment to Eagle City Hall,
P.O. Box 1520, Eagle, Idaho 83616. Payment of Contractor's invoice cannot be made until a copy
of Contractor's W-9 is provided to the City. Payment shall be made within thirty (30) days of
receipt invoice. Should the 30th day fall on a weekend, the payment shall be due the following
Monday.
9. Taxes: The Contractor assumes full and sole responsibility for payment of state
and federal income tax, withholdings, social security, and other payroll taxes on any income
attributable to the Contractor arising from compensation provided under this Agreement. As such
the contractor shall be required to submit a completed W-9 prior to payment of its invoice.
10. Independent Contractor: At all times during the term of this Agreement,
Contractor shall be an independent contractor and shall not be an employee of the City. City shall
have the right to control Contractor only insofar as the results of Contractor's services rendered
pursuant to this Agreement. City shall not have the right to control the means and methods by
which Contractor accomplishes services rendered hereunder. Contractor shall indemnify the City
against any liability arising out of an allegation or finding that Contractor is not an independent
contractor. Contractor is not entitled to employee benefit programs or any protection afforded
employees of the City of Eagle. Contractor is not prohibited from providing the same services for
other businesses at any time except times which would present a conflict in providing City services
under this Agreement. As a self-employed person, the Contractor will be solely responsible for
payment of all federal and state taxes, will not be an employee of the City for worker's
compensation or any other purposes, and will not have unemployment insurance benefits.
11. Contractor not Agent: Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
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agent. Contractor shall have no authority, express or implied, pursuant to this Agreement, to bind
City to any obligation whatsoever.
12. Nondiscrimination: Contractor agrees not to discriminate against any person
because of race, color, religion, sex, national origin, age, disability or marital status in any activity
for which Contractor is providing services under this Agreement.
13. Indemnification: Contractor agrees to indemnify and save and hold harmless City
from and for any and all losses, claims, actions, judgment for damages, or injury to persons or
property and losses and expenses and other costs including litigation costs and attorney's fees,
arising out of, resulting from, or in connection with the performance of this Agreement.
14. Notice: Communication between the Parties regarding day-to-day matters shall
occur via e-mail or telephone. For Clarification on or direction regarding day-to-day matters. All
other notices required to be given by either of the Parties shall be in writing and be deemed
communicated when personally served, or mailed in the United States mail, addressed as follows:
CITY OF EAGLE
Attn: Devonte Goodman
660 E. Civic Lane / PO Box 1520
Eagle, ID 83616
208-939-6813
Email (general):
D aoodman(a,citvofea>;le. orjz
Email (Financial): finance(a7,citvofeaale.ora
CONTRACTOR
Attn: Shane Watson
372 S. Eagle Road #363
Eagle, Idaho 83616
208-391-6052
Email: Swatson@dwztech.com
15. Comnliance with Laws: Each party shall comply with all applicable Federal, State
and local laws and regulations.
16. Assignment: This Agreement may not be assigned or delegated by either party
without prior written consent of the other party.
17. Attornev's Fees: The prevailing party in any claims or disputes arising out of this
Agreement shall be entitled to recover reasonable attorney's fees in addition to other relief which
a court of competent jurisdiction may award.
18. Entire Agreement: This Agreement constitutes the entire agreement between
the Parties relative to the subject matter hereof. Statements or representations of any kind not
embodied herein shall be of no force or effect. This Agreement may only be modified in writing.
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19. Governing Law: This Agreement will be construed in accordance with the laws
of the State of Idaho.
20. Heirs and Assiens: This Agreement and the terms and conditions hereof shall
apply to and are binding upon the heirs, executors, administrators and assigns of the parties hereto.
21. Statutory Certifications: In accordance with Idaho Code Section 67-2359 DWZ
Technologies, LLC hereby certifies that it is not owned or operated by the Government of China,
as defined in said code section, and that during the Term of this Agreement it will not be owned
or operated by the Government of China.
22. Severability: If any part of this Agreement is held to be invalid or unenforceable,
such holding will not affect the validity or enforceability of any other part of this Agreement so
long as the remainder of the Agreement is reasonably capable of completion.
23. Approval: The City and Contractor each acknowledge that this Agreement, even
though agreed upon by the City's representatives, is not binding upon the City until such time as
the Eagle City Council approves this Agreement and authorizes the Mayor to execute this
Agreement on behalf of the City.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
CITY OF EAGLE:
Brad Pike, Mayo
ATT T:
,�� ��6 V—
Tracy E. O orn, City Clerk
Updated 9/17/24
CONTRACTOR:
Shane Watson
DWZ Technologies, LLC
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19. Governing Law: This Agreement will be construed in accordance with the laws
of the State of Idaho.
20. Heirs and AssiLms: This Agreement and the terms and conditions hereof shall
apply to and are binding upon the heirs, executors, administrators and assigns of the parties hereto.
21. Statutory Certifications: In accordance with Idaho Code Section 67-2359 DWZ
Technologies, LLC hereby certifies that it is not owned or operated by the Government of China,
as defined in said code section, and that during the Term of this Agreement it will not be owned
or operated by the Government of China.
22. Severability: If any part of this Agreement is held to be invalid or unenforceable,
such holding will not affect the validity or enforceability of any other part of this Agreement so
long as the remainder of the Agreement is reasonably capable of completion.
23. Approval: The City and Contractor each acknowledge that this Agreement, even
though agreed upon by the City's representatives, is not binding upon the City until such time as
the Eagle City Council approves this Agreement and authorizes the Mayor to execute this
Agreement on behalf of the City.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
CITY OF EAGLE:
Brad Pike, May
ATT T:
Tracy E.10orn, City Clerk
Updated 9/17/24
CONTRACTOR:
Shane Watson
DWZ Technologies, LLC
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EXHIBIT A
SCOPE OF SERVICES (& COMPENSATION)
DW2 Technologies
Event Monitoring Agreement Prepared by Shane Watson
Prepared for The City of Eagle
660 E Civic Lane
Eagle, ID 83616
�1 A
EVENT MONITORING WITH RESPONSE
SERVICES INCLUDE:
k1onitor notifications and events that are generated by network -based devices
"hardware" installed at City Hall, Pamela Baker Park, Guerber Park, Linder, Ivterrill Park. and the
Skate Park.
DVVZ Technologies will monitor cameras and if detection notification is set off by a
person or persons. DWZ Technologies will then use good judgement. and call local law
enforcement, and provide relevant information as needed to first responders. D%,VZ Technologies
will then notify the first available person on the customer's notification list. Daily Reports will be
created and sent to the requested recipients.
MONTHLY SERVICES:
Sunday through Sunday Dusk till Dawn- S95.00 per camera being monitored.
Start date — January 1, 2025
t,:tonitor 33 cameras covering City Hall, Pamela Baker Park, Guerber Park, Linder, Merrill Park, and the
Skate Park @ 3135.00 ,' 1 `' of each month
TERMS OF CONTRACT ! EARLY TERMINATION:
The term of this contract once signed is for 'I year. If in the event, you choose to cancel our
services. a written notice of early termination is required 30 days prior to the early termination
date.
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CITY OF EAGLE CONTACT LIST
1ST Contact's Name:OZvrg I e- GGOJIVTCA✓I
Contact's Phone:_i0$ - ` lc - $7$3
2"D Contact's Name: t!'iC Zieo �,l uCS
Contact's Phone: Z745
3RDContact's Name: JoSti �O�W�j�
Contact's Phone: aM -`I'N-8)5'7
4T" Contact's Name: , 0.�Am"il
Contact's Phone: o90`K- `(��- r67 q9
Local Police Department: 20v