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HomeMy WebLinkAboutAG 19-023 - ECOSS RETURN TO: PW ADMIN EXT: 2700 ID#: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS �� " "�...,�...� 3. DATE REQ.BY �_. 2. ORIGINATING STAFF PEI'LSdJ�„,�, '�� � � .. ��� IAL.d `'� EXT � u q'n' � �'. �.,AIA'� ..Ida ..�N .� 3. TYPE OF DOCUMENT(CHECK ONE): Cl CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ,OtC4N"yRAd.TAMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER. 4. PROJECT NAM.E. 5. NAME OF CONTRAC"0OW 4% ADDRESS: µ ,.,r/ ..� �a�o,g :�, . , " M� �� ('LaLEk�tId�INL: '.+w, ...r a E—MAIL hA . SIGNATURE N 1ME: _..................... 6. EXHIBITS AND ATTACHMENTS:Xl,.SCOPE,WORK OR SERVICES � ',,OMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES [�: PRIOR CONTRACT/AMENDMENTS CFW LICENSE '�_L ..N°fk ir, µda 1, L YLw EXP. 12/31''�� UBI# ,EXP.�/ / 7. TERM: COMMENCEMENT _ / COMPLETION DACE: / d .. S. TOTAL COMPENSATION:$ G�.�� :�.. . ",.������ .....m.._.._.m.m.m.m..._...m.m.m..�._. (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE—ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $_ __ IS SALES TAX OWED: ❑YES ❑NO IF YES,$ ' PAD)PABY: ❑CONTRACTOR ❑CITY RETAINAGE: RETAINAGE AMOUNT: , ;:RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 9. DOCUMENT/CONTRACT REVIEW dS FFI `/D•m R.k VII-AV'E D INITIAL/DATE APPROVED PROJECT MANAGER _. (DIVLSION MANAGER "' QI1 _ .......... . w t d �F`�.�6M1"l�'9"Y��Il�d.l�"�'"d.dR dd Fwd DIRECTOR ii RISKMANAGEMENT (IF APPLICABLE) ....._—........ ii �...�. ��AW DEPT ( .._....... X10. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE„ COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING *"" 41 ❑ SENTTO VENDOR/CONTRACTOR DATE SENT k�a 1 �p 1 l DATE RECD. ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) (NffIAI./V)";n---S16NE..D ❑ FINANCE DEPARTMENT 'kw DEPT o. CITY CLERK �� ED AG#�f)1 OR DIREC'Sd..IR,� � ,21" SIGNED COPY RETURNED DATE SENT: ❑RETURN ONE ORIGINAL .Iw,+wL d.I.�d L �YP ISA W.I Y,�tY..�� f COMMENTS: n ( .,. ��.� �... .. __. __ ............. _......_ .. ._ . 1/2018 CITY OF CITY HALL 33325 Sth Avenue South Federal Way Federal Way,WA 98003-6325 ba (253) 835-7000 dvww cityoffederalway.com AMENDMENT NO. 1 TO GOODS AND SERVICES AGREEMENT FOR ECOSS BUSINESS OUTREACH This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ("City"), and ECOSS, a Washington non-profit corporation("Contractor"). The City and Contractor (together"Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for ECOSS Business Outreach("Agreement") dated effective March 14, 2019 as follows: 1. AMENDED TERM.The term of the Agreement,as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services,but in any event no later than December 31, 2020 ("Amended Term"). 2. AMENDED SERVICES. The Services, as described in Exhibit A and as referenced by Section 2 of the Agreement,shall be amended to include,in addition to the Services and terms required under the original Agreement and any prior amendments thereto, those additional services described in Exhibit A-1 attached hereto and incorporated by this reference("Additional Services"). 3. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment,as delineated in Exhibit B-1,attached hereto and incorporated by this reference.The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s)for the Amended Term.Except as otherwise provided in an attached Exhibit,the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto,not modified by this Amendment,shall remain in full force and effect.Any and all acts done by either Party consistent with the authority of the Agreement,together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement,as modified by any prior amendments,as it existed prior to this Amendment.The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment,which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 3/2017 CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way,WA 98003-6325 N�ftftww (253) 835-7000 www.ciyf dpralway..com IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: By Jim Ferrell,Mayor Stephanie Courtney, CMC, City Clerk DATE: APPROVED AS TO FORM: J. Ryan Call, City Attorney ENVIRONMENTAL COALITION OF SOUTH SEATTLE or"ECOSS": By c4L- �N­1' e Printed Name: .. t ,t ,' 1 --f Title: w Date: l! STATE OF WASHINGTON ) ) ss. COUNTY OF On this day personally appeared before me � .1 to me known to be the V of E 0 OSS that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said Non-profit corporation,for the uses and purposes therein mentioned,and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of sai ,,dc rporation. y day of '. ' ,20 f r, GIVEN m hand and official seal this �-. CUONG KIM DANG Notary's signature Notary Public Notary's printed name L'' -Al i, N tz" My Commission It 107316 316 M tary OO� � �Washington. � State of Washington o is in and for the State of Washinon. M Comm. Expires Se 26, 2022 y i �if11 expires-.. AMENDMENT -2- 3/2017 17 V OF CITY HALL 33325 8th Avenue South -" aw yy" Federal Way,WA 98003-6325 �ro� (253)835-7000 www.atWffederalway.com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OFFEDERAL WAY: ATTEST: By: - �__wWWW - _ p. w.pull) _ w i Ferrell,Mayor Stephanie Courtney, cljc.�t Clerk DATE: :. ......... A11PROVED AS T FORM: : J.Ryan Call, City Attorney ENVIRONMENTAL COALITION OF SOUTH SEATTLE or"ECOSS": AN By: eV,",1 Printed Name: . w: Title: Date: l/ STATE OF WASHINGTON ) ) ss. a COUNTY OF y ally apoi as ���.. b me � � � � to known to be the this da personal] On . h �,w �c �.:( that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said Non-profit corporation,for the uses and purposes therein mentioned,and on oath stated tli4 he/she was authorized to execute said instrument and that the seal affixed, if any,is the corporate seal of said,,66rporation, � day of Y �a lM CEN cwt band and official seal thi, � 0 CUONG KIM DANG Notary's signature ; Notary Public Notary's printed naive �0 .� ' �� �R 77 - state pu i in and !� ,��, State of Washington Commission#107316 Notary d fol°the State of Washing on. My Comm. Expires Se 26, 2022 y stp0 expir ,�w� , ,w„„„d� r� P i 1!,� AMENDMENT - 2- 3/2017 177 OF CITY HALL 33325 8th Avenue South �Federal Way Federal Way,WA 98003-6325 (253) 835-7000 www.cityoffederalway.com EXHIBIT A-1 ADDITIONAL SERVICES The Contractor shall do or provide the following in addition to Services in previous Exhibits: Task 1 —Project Management To be completed by ECOSS • Provide management and guidance to ECOSS staff to provide spill kit outreach, spill response training, and technical assistance to businesses. • Respond to City of Federal Way inquiries and requests as needed. Deliverables: • Provide management and guidance for staff to perform deliverables as listed in Task 2—Business Outreach&Technical Assistance • Communicate with City Task 2 -Business Outreach&Technical Assistance To be completed by ECOSS • ECOSS will provide targeted and specialized stormwater pollution prevention assistance and spill response training to businesses and multi-family complexes throughout City of Federal Way. • ECOSS will provide support to City of Federal Way by working directly with any business or multi- family complex identified by the City or ECOSS staff members. Support will include,but not be limited to: • Stormwater education • Spill kit, customized spill plan, and spill response training for managers and employees • Contractor, consultant,vendor, and agency referrals • Provide King County Best Management Practices (BMPs)information sheets appropriate for the business sector • In-language support as needed • ECOSS will collect information during service delivery to gauge basic knowledge and awareness of stormwater issues,BMPs, spill response readiness, etc. • ECOSS will perform follow up outreach with follow up support as needed and perform regionally-based post-seance surveys to a percentage of previously visited businesses to determine post-service awareness and behaviors,including kit use,training, etc. Deliverables: • Provide 13 new businesses with spill kits and trainings in 2020 Program Materials To Be Completed by ECOSS • ECOSS will produce program literature: • Spill kit brochures describing the program • Spill training poster AMENDMENT -3 - 3/2017 CITY Of CITY HALL 33325 8th Avenue South Federal Way Federal Way,WA 98003-6325 (253) 835-7000 tvww cityoffederel wny.com Site specific spill plans Site maps Deliverables: • Spill kit brochure(s) • Spill plan(s) for each business or multi-family complex • Spill kit(s) for each business or multi-family complex • Emergency spill response training materials • Site maps with drainage info (where GIS data is available) To Be Completed by the City of Federal Way (Optional) Referrals to prioritized businesses for ECOSS outreach staff Deliverables: • List of businesses needing assistance and any additional educational materials that the City of Federal Way would like distributed • Updated GIS information,if applicable Task 3—Record Keeping and Reporting To Be Completed by ECOSS ECOSS will supply the City of Federal Way with an evaluation report of completed site visits,behavior pre/post survey, training, and pertinent technical assistance. ECOSS will provide a final evaluation report about pre/post service delivery behaviors through the regional program. 9 Progress-based invoicing(based on perreentage of project completed) will occur within three mont•Is of project implementation. Final invoice will be sent before December 31, 2020. Deliverables: o Invoicing after outreach completed and after sending final report Tracking spreadsheet, draft(due 12/15/20) and final(due 12/31/20) evaluation report(s) Ongoing activities To Be Completed by ECOSS and City of Federal Way In addition to the tasks listed above,there may be a need for subsequent meetings regarding the stormwater work activities Ongoing conversations between parties regarding the development of future programs, funding sources, and the opportunity to partner on subsequent projects Deliverable: Check-ins regarding work activities AMENDMENT -4- 3/2017 CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way,WA 98003-6325 (253) 535-7550 www.cddfrof4gdemWay.com EXHIBIT B-1 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Additional Services,the City shall pay the Contractor an additional amount not to exceed Four Thousand Six Hundred and 00/100 Dollars ($4,600.00). The total amount payable to Contractor pursuant to the original Agreement,all previous Amendments,and this Amendment shall be an amount not to exceed Eight Thousand Six Hundred and 00/100 Dollars ($8,600.00). 2. Method of Compensation: Proposed Spill Prevention and Public Education Services Budget Project Task Total 2020 Federal Way Outreach and Trainings to up to 13 New Businesses Task 1: Project Management and Coordination Pro'ectManagement $577.00 Task 2: Business Assistance Outreach, Till trainin s, technical assistance $2,706.00 Task 3: RgortiLig and Administration Final Reports, evaluation, inventory management, $453.00 data ent Task 4: Direct Costs Spill kits, milea e, etc. $864,00 Total Budget $42600.00 AMENDMENT - 5 - 3/2017 11/18/2019 Corporations and Charities System �r"ryss r VA�y hand Charities Filing System BUSINESS INFORMATION Business Name: ENVIRONMENTAL COALITION OF SOUTH SEATTLE UBI Number: 601 518187 Business Type: WA NONPROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 1011 SW KLICKITAT WAY,SUITE 201,SEATTLE,WA,98134-1103, UNITED STATES Principal Office Mailing Address: 1011 SW KLICKITAT WAY,SUITE 201,SEATTLE,WA, 98134-1103, UNITED STATES Expiration Date: 01/31/2020 jurisdiction: UNITED STATES,WASHINGTON Formation/ Registration Date: 01/21/1994 Period of Duration: PERPETUAL Inactive Date: Nature of Business: EDUCATIONAL,ANY LAWFUL PURPOSE REGISTERED AGENT INFORMATION https://ccfs.sos.wa.gov/#/BusinessSearch/BusinessInformation 1/2 11/18/2019 Corporations and Charities System Registered Agent Name: BILL PEASE Street Address: 1011 SW KLICKITAT WAY, SUITE 201, SEATTLE,WA, 981341103, UNITED STATES Mailing Address: 1011 SW KLICKITAT WAY,SUITE 201, SEATTLE,WA, 981341103, UNITED STATES GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL MATT WOLTMAN GOVERNOR INDIVIDUAL KATIE MOXLEY GOVERNOR INDIVIDUAL JANET KNOX GOVERNOR INDIVIDUAL TIFFANY VOLOSIN Back FilingHistory - Name History Print Return toWWWBusiness Search Y https://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 2/2 ECOSS educates and empowers businesses and F;,:a0 S S diverse communities to implement environmentally of sustainable practices. rrirakral � Mi,r+ris hm'MI A.:n01(c� (3)Nor iprofit Organization March 12, 2019 City of Federal Way 33325 8th Ave South Federal Way, WA 98003 To Whom It May Concern: I, Kathryn Moxley, the undersigned and President of the Board,do confirm that ECOSS Executive Director Cluny McCaffrey has legal signing authority for all grants, contracts and financial agreements for the Environmental Coalition of South Seattle (ECOSS). All grants, contracts and financial agreements are reviewed and ratified by the full board. Sincerely, V-ak A�k3-17< ECOSS Board President Kathryn Moxley The Boeing Company 800 N 6th St Renton, WA 98055 kathryn.l.moxley@boeing.com 425-237-1905 1101 SW Klickitat Way,Suite 201 Phone (206)767-0432 Website ecoss.org Seattle, WA,98134 Fax (206)767-0203 Email info@ecoss.org DATE(MMIDD/YYYY) - CERTIFICATE OF LIABILITY INSURANCE 05/24/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT. It the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT KAITLYN COLE NAME: (A/PHONE 200 FAX (425)774-3222 Nu) McDONALD McGARRY Insurance Brokers C� . (425)774 3 630 Main Street E-MAIL kaitlyn@mcdonaldmcgarry.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Edmonds WA 98020-3056 INSURERA: CRUM&FORSTER 44520 w INSURED INSURER B: Environmental Coalition of South Seattle INSURER C c 1011 SW KIICkitat Way,Ste 201 INSURER D: - INSURER E t Seattle WA 98134 INSURERF: COVERAGES CERTIFICATE NUMBER: CL1952402038 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS pEXP L R TYPE OF INSURANCE D wVD' POLICY NUMBER MMIDDY EFF MOMdLICY DD YYYY LIMITS w COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 °w = ) 250,000 CLAIMS-MADE OCCUR pREMIS,ES(Faoccurrence S Deductible-$2,500 5,000 _MED EXP(Any one person} $ A Y EPK-127036 05/27/2019 05/27/2020 PERSONAL a ADV INJURY s 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY � PRO � 2,000,000 IE'.Cf' LOC PRODUCTS $ OTHER. Errors&Omissions $ 1,000,000 AUTOMOBILE LIABILITY OMBINEDISINGLE LIMIT s 1,000,000 ANY AUTO BODII...Y INJURY(Pei,Pei son) S A OWNED SCHEDULED EPK-127036 05/27/2019 05/27/2020 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED X NON-OWNED F ROPLPT"Y DAMA(,El AUTOS ONLY W AUTOS ONLY Y,Pnr accirdfln r UMBRELLA LIAB OC'(::UR EACH OCCURRENCE S EXCESS LIAB CLAIMS MPJ 3E AGGREGATE S NS RETENTIO. .... .. ... ......... .. �.... .... .... ,. ,.,.,... O .. ... ..... WORKERS COMPENSATION PER rH- WA STOPGAP AND EMPLOYERS'LIABILITY STATUTE ER YIN ANY PROPRIETOR/PARTNER/EXECUTIVE EL EACH ACCIDENT s 1,000,000 A OFFICER/MEMBER EXCLUDED? � NIA EPK-127036 05/27/2019 05/27/2020 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE S 1,000,000 If DEp�t.RNP C'CN1(f Of=EF'.14G'71:1pi.,.below E L.DISEASE POLICY LIMIT Sm 000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Federal Way is additional insured per attached Coverage is primary and non-contrubutory CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Federal Way ACCORDANCE WITH THE POLICY PROVISIONS. 33325 8th Ave S AUTHORIZED REPRESENTATIVE f` Federal Way WA 98003 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Sara Gilchrist From: Bill Pease <bill@ecoss.org> Sent: Wednesday, December 18, 2019 3:10 PM To: Sara Gilchrist;Ann Boyce Cc: Katherine Straus Subject: RE: ECOSS Contract Amendment Attachments: Corrected Signature Page.pdf Hi Sara, Here is the Signature Page corrected by the Notary Public, Thanks, Bill From:Sara Gilchrist<Sara.Gilchrist@cityoffederalway.com> Sent: Monday, December 16, 2019 12:09 PM To:Ann Boyce<ann@ecoss.org> Cc: Katherine Straus<Katherine.Straus@cityoffederalway.com>; Bill Pease<bill@ecoss.org> Subject: RE: ECOSS Contract Amendment Good afternoon Ann, You are correct,the signature authority from the original contract will work just fine. I read through that too fast— sorry about that! We will still need the written approval to change the notary mistake, as well as the updated insurance cert. Let me know if there's anything I can do to assist. Thanks, Sa4ro- Administrative Assistant II lk Federal Way Public Works Department 33325 8th Ave S, Federal Way,WA 98003 Desk:(253)835-2706"Fax:(253)835-2709 cityoffPdeCaIWay, pm From: Ann Boyce<ann@ecoss,or > Sent:Wednesday, December 11, 2019 2:46 PM To: Sara Gilchrist<Sara,Gj-lchristna citvoff d gw:Mway.ran > Cc: Katherine Straus<Imiue.Stl°ausLdjgiiemmendPvwrar : >;Bill Pease<kilf � a�s ,, a > Subject: RE: ECOSS Contract Amendment Hi Sara. 1 RETURN TO: PW ADMIN EXT: 2700 ID#: 3L1 7(o CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC ,WORKS/ , M ( 1 2. ORIGINATING STAFF PERSON: '`/(Qk V\ Sk-KOLOS EXT: b ct 3. DATE REQ.BY: '274 I-/ 3. TYPE OF DOCUMENT :CHECK ONE): ) ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ,QOODS AND SERVICE AGREEMENT o HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME: C oSS 5. NAME OF CONTRACTOR: £?.-O'S " (� ADDRESS: l a(` `5L3.3 V.-Va.-V.3;\332A- Cly / 3CS (J� ( L( (a TELEPHONE: 2O F -7(p j-Oc-( E-MAIL: ("Vw\ P �5 r t'•h FAX: SIGNATURE NAME: nv1t��'z TITLE: 6. EXHIBITS AND ATTACHMENTS:ID/SCOPE,WORK OR SERVICES COMPENSATION IYINSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE# BL,EXP. 12/31/ UBI# (/JL 1 GJi S I g 1 ,EXP. //`CJI/2`Z' 7. TERM: COMMENCEMENT DATE: J' ,:nV\ 43Iu �1 t COMPLETION DATE: \ Ll / I 3 8. TOTAL COMPENSATION:$ 0 CJ 0• b (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY L)BOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: o YES ❑NO IF YES,$ PAID BY: ❑CONTRACTOR ❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE (AGREEMENT(SEE CONTRACT)OR o RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: C Q GIC1•4•,\ tC�( � a�bc "�c o S 2-4(6 - (Z 9. DOCUMENT/CONTRACT REVIEW D INITIAL/DATE REVIEWED INITIAL/DATE APPROVED *PROJECT MANAGER �j�W��7 • DIVISION MANAGER �S u�i7111 DEPUTY DIRECTOR -1 1 DIRECTOR jWilMEE. ❑`RISK MANAGEMENT (IF APPLICABLE) X,LAW DEPT /IIYI ?'ijc iq 10. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING �(� 3_ I�— g-97- � 17 XISENT TO VENDOR/CONTRACTOR DATE SENT: ( I DATE RECD: o ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS o CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL/DATE SIGNED ❑ INQNCI'DCdDADT14.(PT [ .AW DEPT 4— xSIGNATORY(ibf,4VOR OR DIRECTOR) /„��-�� CITY CLERK I,■L/Ta ASSIGNED AG# AG# • • , o SIGNED COPY RETURNED DATE SENT: • , •. RETURN ONE ORIGINAL ,' COMMENTS: EXECUTE" "ORIGINALS 1/2018 III 411/4„ CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way.WA 98003-6325 (253) 835-7000 wwwcityoffederalway corn GOODS AND SERVICES AGREEMENT FOR ECOSS BUSINESS OUTREACH This Goods and Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Environmental Coalition of South Seattle or"ECOSS", a Washington Non- Profit Corporation, ("Contractor"). The City and Contractor(together"Parties")are located and do business at the below addresses which shall be valid for any notice required under this Agreement: ENVIRONMENTAL COALITION OF SOUTH CITY OF FEDERAL WAY: SEATTLE or"ECOSS": Ann Boyce Katherine Straus 1011 SW Klickitat Way 33325 8th Ave. S. Seattle, WA 98134 Federal Way, WA 98003-6325 (206) 767-0432 (telephone) (253) 835-2704 (telephone) ann@ecoss.org (253) 835-2709 (facsimile) Katherine.straus@cityoffederalway.com The Parties agree as follows: 1. TERM.The term of this Agreement shall commence upon the effective date of this Agreement,which shall be the date of mutual execution, and shall continue until the completion of the Work,but in any event no later than December 31, 2019 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. WORK. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit"A,"attached hereto and incorporated by this reference("Work"),performed to the City's satisfaction,within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties.The Contractor warrants that it has the requisite training,skill,and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities,including but not limited to obtaining a City of Federal Way business registration.The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed.The Contractor warrants goods are merchantable,are fit for the particular purpose for which they were obtained,and will perform in accordance with their specifications and Contractor's representations to City. The Contractor shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within one(1)year after the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any part of the goods are repaired, only original replacement parts shall be used;rebuilt or used parts are not acceptable.When defects are corrected,the warranty for that portion of the work shall extend for one(1)year from the date such correction is completed and accepted by the City.The Contractor shall begin to correct any defects within seven(7)calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by GOODS AND SERVICES AGREEMENT - 1 - 9/2017 CITY OF CITY HALL '�.. 33325 8th Avenue South Federal Way Federal Way.WA 98003-6325 (253) 835-7000 www cvvoffederalway corn the City,the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. 2.3 Time,Documentation,and Inspection.Work shall begin immediately upon the effective date of this Agreement. Work shall be subject, at all times,to observation and inspection by and with approval of the City,but the making(or failure or delay in making)such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Agreement,notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. 2.4 Clean Up. At any time ordered by the City and immediately after completion of the Work, the Contractor shall,at its own expense,clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to,perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor. 3. TERMINATION. Either party may terminate this Agreement, with or without cause,upon providing the other party thirty(30)days' written notice at its address set forth on the signature block of this Agreement.The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies,breaches confidentiality, or materially violates Section 12 and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit"B,"attached hereto and incorporated by this reference.The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit "B," the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Payment. On a monthly basis,the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Work have been performed, the name of the personnel performing such Work,and any hourly labor charge rate for such personnel.The Contractor shall also submit a final bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after the Work has been performed and within thirty(30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Work does not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement.The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Defective or Unauthorized Work. If any goods,materials,or services provided under this Agreement are either defective,unauthorized,or otherwise do not meet the requirements of this Agreement,the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. If Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs,including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Contractor. GOODS AND SERVICES AGREEMENT - 2 - 9/2017 44k CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way.WA 98003-6325 (253) 835-7000 www cityoffedera/way corn 4.4 Non-Appropriation of Funds.If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period,the City will not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.5 Final Payment:Waiver of Claims. Contractor's acceptance of final payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for final payment is made. 5. INDEMNIFICATION. 5.1 Contractor Indemnification.The Contractor agrees to release indemnify,defend,and hold the City,its elected officials,officers,employees,agents,representatives,insurers,attorneys,and volunteers harmless from any and all claims,demands,actions,suits,causes of action, arbitrations,mediations,proceedings,judgments,awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities,including,without limitation,their respective agents,licensees,or representatives, arising from, resulting from, or in connection with this Agreement or the performance of this Agreement,except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence.Contractor shall ensure that each sub-contractor shall agree to defend and indemnify the City,its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph.The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver.It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act,Title 51 RCW,solely for the purposes of this indemnification.Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages,compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders,partners, employees, agents,representatives, and sub- contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards,injuries,damages,liabilities,losses, fines,fees,penalties expenses,attorney's fees,costs,and/or litigation expenses to or by any and all persons or entities,including without limitation,their respective agents,licensees,or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival.The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. GOODS AND SERVICES AGREEMENT - 3 - 9/2017 ` CITY OF CITY HALL Federal Wa 33325 8th Avenue South Federal Way.WA 98003-6325 (253) 835-7000 www c,tyoffederalway corn 6. INSURANCE.The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises,operations, independent contractors, products-completed operations, stop gap liability, personal injury, bodily injury, death, property damage,products liability,advertising injury,and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; c. Automobile liability insurance covering all owned,non-owned,hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 6.2. No Limit of Liability.Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance,or otherwise limit the City' recourse to anyremedyavailable at law or in equity. The Contractor's insurance coverage shall be primary g p arY insurance as respect the City.Any insurance,self-insurance or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit"C"and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are"claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival.The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY.All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination.All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT.All originals and copies of work product,including plans,sketches,layouts,designs, design specifications,records,files,computer disks,magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data,documents,and files available to the City and shall deliver all needed or contracted for work product upon the City's request.At the expiration or termination of this Agreement,all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all GOODS AND SERVICES AGREEMENT - 4 - 9/2017 CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South Federal Way.WA 98003-6325 (253) 835-7000 www cityoffederalway corn funds paid pursuant to this Agreement.These records shall be subject,at all reasonable times,to inspection,review or audit by the City,its authorized representative,the State Auditor,or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR/ EMPLOYEE CONDITIONS. 10.1 Independence.The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work,the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave,vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor,shall not be deemed to convert this Agreement to an employment contract.If the Contractor is a sole proprietorship or if this Agreement is with an individual,the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 10.2 Safety. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees,agents,and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal,state and municipal safety and health laws and codes,including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296-155 WAC), General Safety and Health Standards (Chapter 296-24 WAC),and General Occupational Health Standards(Chapter 296-62 WAC).Contractor shall erect and properly maintain,at all times,all necessary guards,barricades,signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks,street intersections,post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water,sewer,gas,steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Work.The Contractor shall, at its own expense,secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same 10.3 Risk of Work. All work shall be done at Contractor's own risk,and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City,regardless of whether such may provide a secondary or incidental benefit to the Contractor,shall not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services.Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract,there shall be no discrimination by Contractor GOODS AND SERVICES AGREEMENT - 5 - 9/2017 ` CITY OF CITY HALL Federal \Nay 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 wwwcityoffederalway com or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex,age(except minimum age and retirement provisions),race,color,religion,creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment.This requirement shall apply to,but not be limited to,the following: employment, advertising, layoff or termination,rates of pay or other forms of compensation,and selection for training,including apprenticeship.Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification.This Agreement,together with any attached Exhibits,contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement,the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid,inoperative,null and void,or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect.Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement,including this provision,may be amended,waived,or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries.Neither the Contractor nor the City shall have the right to transfer or assign,in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent.Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest,heirs and assigns.This Agreement is made and entered into for the sole protection and benefit of the Parties hereto.No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective.If a violation of the City's Ethics Resolution No. 91-54,as amended,occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor.Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement.Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement.Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail,postage prepaid,to the address set forth above.Any notice so posted in the United States mail shall be deemed received three(3)days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all GOODS AND SERVICES AGREEMENT - 6 - 9/2017 1166 CITY OF CITY HALL ..- 33325 8th Avenue South Federal Way Federal Way. WA 98003-6325 (253) 835-7000 www Cityoffederalway corn other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants,agreements or options,and the same shall be and remain in full force and effect.Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default.Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court,King County,Washington,unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit,then suit may be filed in any other appropriate court in King County,Washington.Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement,each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit,including all appeals, in addition to any other recovery or award provided by law; provided,however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement.This Agreement may be executed in any number of counterparts,each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document.All such counterparts shall be construed together and shall constitute one instrument,but in making proof hereof it shall only be necessary to produce one such counterpart.The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the"date of mutual execution"hereof [Signature page follows] GOODS AND SERVICES AGREEMENT - 7 - 9/2017 CITY OF CITY HALL Federal INay 33325 8th Avenue South Federal Way.WA 980038003 -6325 (253) 835-7000 tvww cdyoffederalway corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: irdniA am io-.) EJ Walsh, .E., Public Works Director St' ie Courtney, CMC,a Clerk DATE: 3\ I \ \ APPROVED AS TO FORM: iii co(J. Ryan Call, City Attorney ENVIRONMENTAL COALITION OF SOUTH SEATTLE or"ECOSS": By L„\ rfGti Printed Name: , ,;t\,, Cc-AA- Title: ` c Title: DATE: 45 On Corporate: STATE OF WASHINGTON ) ) ss. COUNTY OF V-11••)C1 On this day personally appeared before me �1(At}-� He Caf-{� to me known to be the f G*° LVt P eC _ of E C DSS �,J that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said Non-Profit corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said Non-Profit corporation. GIVEN my hand and official seal this 5 day of Haim 20n. "trAttkif+ OuA *rNotary's signature kQ,et,V\ "o Not ' s printed name t Zvi a �""r` �'% : ff. j Notts„At Notary Public in and for the tate of Washington. AcLetic• = My commission expires Oz/0�1/23 GOODS ANDS Ail O1 AGREEMENT - 8 - 9/2017 410k CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way.WA 98003-6325 (253) 835-7000 www citvoffederalway com EXHIBIT "A" SERVICES The Contractor shall do or provide the following: Goal: The primary goal for this project is to increase awareness and understanding of stormwater management among business owners, managers, property managers, and employees, and encourage businesses and multi-family complexes to practice pollution prevention and best management practices. Task 1 —Outreach& Technical Assistance To be completed by ECOSS • ECOSS will provide targeted and specialized stormwater pollution prevention assistance and spill response training to businesses and multi-family complexes throughout City of Federal Way • ECOSS will provide support to City of Federal Way by working directly with any business or multi- family complex identified by the City or ECOSS staff members. Support will include, but not be limited to: • Stormwater education • Spill kit, customized spill plan, and spill response training for managers and employees • Contractor, consultant, vendor, and agency referrals • ECOSS will collect information during service delivery to gauge basic knowledge and awareness of stormwater issues, BMP's, spill response readiness, etc. • ECOSS will perform brief regionally-based follow up outreach with post-service surveys to a percentage of previously visited businesses to determine post-service awareness and behaviors, including kit use, training, etc. Deliverables: • Provide up to 14 new businesses with spill kits and trainings in 2019 Task 2 —Program Materials To Be Completed by ECOSS • ECOSS will produce program literature: • Spill kit brochures describing the program • Spill prevention poster • Site specific spill plans Deliverables: • Spill kit brochure(s) • Spill plan(s) for each business or multi-family complex • Spill kit(s) for each business or multi-family complex • Emergency spill response training materials • Site maps with drainage info (where GIS data is available) GOODS AND SERVICES AGREEMENT - 9 - 9/2017 CITY OF CITY HALL „''�.... 33325 8th Avenue South Federal Way Federal Way.WA 98003-6325 (253) 835-7000 www cit yorfederalway corn To Be Completed by the City of Federal Way • (Optional) Referrals to prioritized businesses for ECOSS outreach staff Deliverables: • List of businesses needing assistance and any additional educational materials that the City of Federal Way would like distributed • Updated GIS information, if applicable Task 3 - Administration and Reporting To Be Completed byECOSS • ECOSS will supply the City of Federal Way with an evaluation report of completed site visits,behavior pre/post survey, training, and pertinent technical assistance. • ECOSS will provide a final evaluation report about pre/post service delivery behaviors through the regional program. • Progress-based invoicing(based on percentage of project completed)will occur within three months of project implementation. Invoicing will occur quarterly unless otherwise designated by City or project completion. Deliverables: • Tracking spreadsheet, draft (due 12/15/19) and final (due 12/31/19) evaluation report(s) Ongoing activities To Be Completed by ECOSS and City of Federal Way • In addition to the tasks listed above, there may be a need for subsequent meetings regarding the stormwater work activities • Ongoing conversations between parties regarding the development of future programs, funding sources, and the opportunity to partner on subsequent projects Deliverable: • Check-ins regarding work activities GOODS AND SERVICES AGREEMENT - 10 - 9/2017 ilk CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way.WA 98003-6325 (253) 835-7000 www crtyoffederalway corn EXHIBIT "B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Four Thousand and 00/100 Dollars ($4000.00). 2. Method of Compensation: Proposed Spill Prevention and Public Education Services Budget Project Task Total 2019 Federal Way Outreach and Trainings to up to 14 New Businesses Task 1: Project Management and Coordination Project Management $490.00 Task 2: Business Assistance Outreach, spill trainings, technical assistance $2,370.00 Task 3: Reporting and Administration Final Reports, evaluation, inventory management, $415.00 data entry Task 4: Direct Costs Spill kits, mileage, etc. $725.00 Total Budget $4,000.00 GOODS AND SERVICES AGREEMENT - 11 - 9/2017 ACCORD CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYI'YY) 03/05/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on 11 this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT KAITLYN COLE NAME: McDONALD McGARRY Insurance Brokers PqHIOCNNc ). (425)774-3200 FAX (425)No): (425)774-3222 630 Main Street DDR kaitln mcdonaldm a .com ADDRESS: y � c9 nY INSURER(S)AFFORDING COVERAGE NAIC S Edmonds WA 98020-3056 INSURER A: CRUM&FORSTER 44520 INSURED INSURER B: Environmental Coalition of South Seattle INSURER C: 1011 SW Klickitat Way,Ste 201 INSURER D: INSURER E: Seattle WA 98134 INSURER F COVERAGES CERTIFICATE NUMBER: CL1853001617 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADOLSUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DO/YYYY) (MMIDD/YYYY) LIMITS X COMMERCIAL GENERAL UABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO CLAIMS-MADE El OCCUR PREMISES(EaENTED occurrence) $ 250,000 MED EXP(Any one person) $ 5,000 A X Deductible-$2,500 Y EPK-122822 05/27/2018 05/27/2019 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE UMITAPPUES PER: GENERAL AGGREGATE $ 2,000,000 POLICY jEa n LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: Errors&Omissions $ 1,000,000 AUTOMOBILE IJABILITY COMBINED SINGLE LIMIT $ 1,000,000 _ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED EPK-122822 05/27/2018 05/27/2019 BODILY INJURY(Per accident) $ _ AUTOS ONLY AUTOS — HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY X AUTOS ONLY (Per accident) — $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ — EXCESS UAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER0TH- WA STOPGAP AND EMPLOYERS'LIABILITY STATUTE X ER Y/N 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ A OFFICER/MEMBER(Mandatory in NH) EXCLUDED? n N IA EPK-122822 05/27/2018 05/27/2019 in E.L DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L DISEASE-POLICY LIMIT $ - Hired&Non-Owned Auto $1,000,000 COMMERCIAL GENERAL LIABILITY A EPK-122822 05/27/2018 05/27/2019 Liability DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) City of Federal Way is additional insured per attached.Coverage is primary and non-contrubutory. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Federal Way ACCORDANCE WITH THE POLICY PROVISIONS. 33325 8th Ave S AUTHORIZED REPRESENTATIVE ,/f�' Federal Way WA 98003 , ` hail. @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD CRUM&IFORSTER° A iA1R' GAMPa1V8 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)or Organization(s) Where Required By Written Contract. SECTION III —WHO IS AN INSURED within the Common Provisions is amended to include as an additional insured the person(s) or organization(s) indicated in the Schedule shown above, but only with respect to liability caused, in whole or in part, by"your work"for that insured which is performed by you or by those acting onour behalf. y �t f. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0111-0211 Page 1 of 1