MEMORANDUM OF UNDERSTANDING FOR MITIGATING HOSTILE TARGETING OF THE SHOPPING CENTERCO
Memorandum of Understanding
This agreement (hereinafter "Agreement") is made and entered into this 7 day of
2005, by and between Westfield Corporation, Inc., a Delaware
co poration, in its capacity as agent for owner Bellwether Properties of Florida (Limited),
a Florida limited partnership (hereinafter "Westfield") and the City of Clearwater, on
behalf of the Clearwater Police Department, 645 Pierce Street, Clearwater, Florida,
33756 (hereinafter "CPD").
Witnesseth:
Whereas, Westfield owns that certain shopping center commonly known as Westfield
Countryside, located in Clearwater, Florida (the "Shopping Center");
Whereas, CPD has received surveillance and communication equipment described on
the attached Exhibit A (collectively, the "Equipment") through a grant from the
Department of Homeland Security for mitigating hostile targeting of the Shopping Center;
Whereas, the equipment is the property of CPD and is accountable to CPD through an
annual inventory for one year from receipt;
Whereas, the parties desire to have the equipment permanently installed at the
Shopping Center;
Whereas, the parties desire Westfield to be responsible for the installation of the
• Equipment at the Shopping Center at the specific locations described on the attached
Exhibit B incorporated herein; and
Whereas, the parties desire Westfield to be responsible for commercially reasonable
maintenance and upkeep of the Equipment following installation of the Equipment.
Agreement
Now therefore, in consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties do hereby agree as follows:
CPD shall provide the Equipment to Westfield; and Westifeld, at its sole cost and
expense, shall use commercially reasonable efforts to install the Equipment at the
Shopping Center at the specific locations described on Exhibit B.
Westfield shall be responsible for commercially reasonable maintenance and upkeep of
the Equipment following installation of the Equipment to include, but not limited to,
upkeep for normal wear and tear.
If the Equipment is damaged or destroyed through the negligence of Westfield, its
employees, or agents, Westfield shall be responsible for repairing or replacing the
Equipment.
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If the Equipment is damaged through fire or other cause beyond the control of Westfield,
Westfield shall have the option of repairing or replacing the Equipment. If Westfield
declines to repair or replace the Equipment, Westfield shall return the damaged
Equipment to CPD not later than thirty (30) days after the occurrence of the damage to
the property.
This Agreement shall be binding upon the parties from the date of full execution hereof
and shall continue in full force and effect until terminated by either party. Either party
may terminate this Agreement with no cost incurred by either party by providing written
notice of such termination to the other party thirty (30) days in advance of such
termination. Upon termination of this Agreement, Westfield shall return the Equipment to
CPD.
The City of Clearwater agrees to hold harmless and indemnify Westfield from any and all
claims, actions and lawsuits, whatsoever in nature, including attorneys' fees, arising out
of any act, error, omission, or negligent act by the City of Clearwater or its
employees, except that neither the City of Clearwater nor its employees shall be liable
for any claim, loss, damage, cost, expense, or attorneys' fees attributable to any error,
omission, or negligent act of Westfield, including it officers, agents, and employees.
Nothing herein shall be construed to waive or modify the provisions of Section 768.28,
Florida Statutes or the doctrine of sovereign immunity.
Notices. All notices, demands, consents, approvals, requests or other communications
which any party to this Agreement may desire or be required to give hereunder
• (collectively, "Notices") shall be in writing and shall be given by (i) personal delivery, (ii)
facsimile transmission or (iii) a nationally recognized overnight courier service, fees
prepaid, addressed as follows:
If to Westfield: 27001 US Highway 19 North, Ste 2096
Clearwater, FL 33761
Attn: General Manager
If to CPD: Clearwater Police Department
Office of the Chief
645 Pierce St.
Clearwater, FL 33756
This Agreement constitutes the entire agreement and understanding between the parties
hereto with respect to the subject matter hereof and supersedes any prior
understandings and/or written or oral agreements between them with respect thereto.
The undersigned do hereby represent and warrant that they have all requisite corporate
power and authority to execute and deliver this Agreement. The execution and delivery
of this Agreement and the actions contemplated hereby have been duly authorized by all
necessary corporate action on the part of each of the parties hereto and constitutes the
valid and binding obligation of each party hereto enforceable against such party in
accordance with the terms of this Agreement.
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This Agreement may be executed in separate counterparts, each of which shall be
deemed to be an original and all of which together shall constitute a single instrument.
Additionally, the parties hereby covenant and agree that, for purposes of facilitating the
execution of this Agreement, a facsimile signature shall be deemed to be an original
signature and a telecopy delivery (i.e., the transmission by any party of its signature on
an original or any copy of this Agreement via telecopy or fax machine) shall be deemed
to be the delivery of such party's original signature.
IN WITNESS WHEREOF the parties have set their hands and seals this day of
2005.
CITY OF CLEARWATER, FLORIDA
William B. Horne, II
City Manager
Approved as to form:
Robert A$urette
Assistant`City Attorney
Attest:
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Cyn a E. Goudeau
City Jerk
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WESTFIELD CORPORATION, INC.
(Nar*
President
Attest:
Secretary
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UNITED STATES DEPARTMENT OF HOMELAND SECURITY
Information Analysis and Infrastructure Protection
Protective Security Division - Protective Measures Section I`+ r- '
Buffer Zone Protection Plan Program
VULNERABILITY REDUCTION PURCHASING PLAN
VRPP NO. DATE 3/28/05
BZPP SITE Westfield Countryside Shoppingtown ADDRESS 27001 U.S. 19 North, Clearwater, FL 33761
ADDITIONAL
BZPP SITE(S) Brenntag Mid-South, Incorporated ADDITIONAL
ADRESS(ES) 1575 Sunshine Drive, Clearwater, FL 33765
RESPONSIBLE
JURISDICTION
ORGANIZATION
(RJO) Clearwater Police Department ADDRESS 645 Pierce Street, Clearwater, FL 33756.
RJO POC NAME LT Michael Sahr PHONE 727-562-4492
E-MAIL msahrcDclearwaterpolice. org CELL 727-224-7262
EQUIPMENT AND RELATED ITEMS
ITEM
NO. AEL
NO.
DESCRIPTION
UNIT COST
QTY.
TOTAL COST
1 6.8 Cat 5 Control Cable $229/1 K' 7 $1,603.00
2 6.7 RG-59 Direct Burial Cable 299/1 K' 5 $1,495.00
3 6.9 14-2 Power Cable $249/1 K' 1 $1,000.00
4 14.1.1.6 Altronix TT 24175 24 VAC Transformer $55.00 10 $550.00
5 14.1.1.6 Pelco SD53C22-PG-0 PTZ Dome Camera $2,273.00 8 $18,184.00
6 14.1.1.6 Pelco PP350 Parapet Mount $296.00 8 $2,368.00
7 14.1.1.6 Pelco ICS100-CRVHA Fixed Dome Camera $414.00 2 $828.00
8 14.1.1.6 Pelco ICS100-PG Pendant Mount $27.00 2 $54.00
9 14.1.1.6 Pelco SWM-GY Wall Mount $39.00 2 $78.00
10 14.1.1.6 Pelco SWM-PA-GY Pole Mount Adapter $23.00 2 $46.00
11 14.1.1.6 DVTEL DVTL-7504e port encoder with license $3,000.00 2 $6,000.00
12 4.14 DVTEL DVT-SVR-P4 Processor 2.4 GHZ, 1G RAM, 40G HD $2,400.00 1 $2,400.00
13 5.7 DVTEL LAT-C-DMC Latitude Software Basic $1,200.00 1 $1,200.00
14 5.7 DVTEL LAT-C-U Additional User License Remoted $225.00 2 $450.00
15 5.7 DVTEL LAT-C-KBD-01 Virtual Matrix CCTV Enable $550.00 1 $550.00
16 14.1.1.6 Pelco KBD 300A PTZ Controller $565.00 1 $565.00
17 14.1.1.6 17" Flat Screen Color Monitor $450.00 2 $900.00
18 6.7 AIR AP1 231 G-A-K9 Radio $799.00 3 $2,397.00
19 6.7 CCS 2403m 12RTN Omni Antenna $85.00 3 $255.00
20 6.7 Proxim MP11a 54MB 802.11a Point-to-Point Data Link $4,500.00 1 $4,500.00
21 14.1.1.6 Hardware, Miscellaneous Connectors $4,500.00 1 $4,500.00
VRPP GRANT TOTAL $49,923.00
VRPP LOAN NO. EQUIPMENT RECEIVED/EN ROUTE $0.00
GRAND TOTAL (NOT TO EXCEED $50,000) $49,923.00
AGENCY/ORGANIZATION NAME Clearwater Police Department
RJO NAME/TITLE Sidney R. Klein, Chief of Police
REQUEST PHONE NUMBER & E-MAIL ADDRESS 727-562-4343; Sidney.Klein@MyClearwater.com
DATE 4/11/05
AGENCY/ORGANIZATION NAME
SHSA NAMEITITLE
CONCURRENCE PHONE NUMBER & E-MAIL ADDRESS
DATE
SENSITIVE HOMELAND SECURITY INFORMATION
Westfield VRPP -- FOR OFFICIAL USE ONLY --
3/1/2005 LAW ENFORCEMENT SENSITIVE
Page 1 of 2
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UNITED STATES DEPARTMENT OF HOMELAND SECURITY
Information Analysis and Infrastructure Protection
Protective Security Division - Protective Measures Section
Buffer Zone Protection Plan Program
VULNERABILITY REDUCTION PURCHASING PLAN
VRPP NO DATE I 3/28/05
AGENCY/ORGANIZATION NAME
SAA NAME/TITLE
CONCURRENCE PHONE NUMBER & E-MAIL ADDRESS
DATE
NAMEITITLE
VERIFICATION O PHONE NUMBER & E-MAIL ADDRESS
DATE
NAME/TITLE
IAIP/PSD PHONE NUMBER & E-MAIL ADDRESS
APPROVAL
DATE
NAME/TITLE
ODP PHONE NUMBER & E-MAIL ADDRESS
APPROVAL
DATE
SENSITIVE HOMELAND SECURITY INFORMATION
-- FOR OFFICIAL USE ONLY --
3/1/2005 Westfield VRPP LAW ENFORCEMENT SENSITIVE
Page 2 of 2
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Upper Level - East Side
• = Westfield Camera
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