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HomeMy WebLinkAboutAG 19-224 - Total Landscape Corporation RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV:PARKS/DBC 2. ORIGINATING STAFF PERSON:ROB ETTINGER EXT: 2002 3. DATE REQ.BY: 4. TYPE OF DOCUMENT(CHECK ONE): x CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT %6 MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER PROJECT NAME:PARK LANDSCAPE MAINTENACE—DUMAS BAY CENTRE RFP 6. NAME OF CONTRACTOR: L.I -[w��SC c4 _ 1crc.1`►a. ADDRESS:�"'"��� �1 iP+v �te_lL �u TELEPHONE E-MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE:NOVEMBER 2019 COMPLETION DATE:NOVEMBER 2025 9. TOTAL COMPENSATION$ • = L L ; �•L � f�� 4W � (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY I.A OR CHARGE-ATA H SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑YES ❑NO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: - El RETAINAGE AGREEMENT(SEE CONTRACT) OR El RETAINAGE BOND PROVIDEI n 'J PURCHASING: PLEASE CHARGE TO: _l - 7 - l o k 5-7 S Qr- A7 r6t,'"""t 10. DOCUMENT/CONTRACT REVIEW INITIALI DATE REVIEWED INITIAL/DATE ASD 14%4-w4 -w4 ,4PROJECT MANAGER "l ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW _ z& Sl,+ 2019 z3 co.t 2,dI� 11. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE. SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING `1 El13SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES, EXHIBITS ❑ 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 ❑ LAW DEPARTMENT fg [.1 Nov 2d 1 g ❑ SIGNATORY(MAYOR OR DIRECTOR) H- ❑ CITY CLERK ❑ ASSIGNED AG# AG# 7 AA ❑ SIGNED COPY RETURNED DATE SENT: COMMENTS: ` Feder CITY OF CITY HALL Federal y 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederahvay.com MAINTENANCE AGREEMENT FOR LANDSCAPE MAINTENANCE SERVICES—DUMAS BAY CENTRE This Maintenance Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Total Landscape Corporation, a Washington 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: TOTAL LANDSCAPE CORPORATION: CITY OF FEDERAL WAY: Marvin Hedington Robert Ettinger, Dumas Bay Centre Manager 17108 9th Ave SE 33325 8th Ave. S. Mill Creek, WA 98012 Federal Way, WA 98003-6325 (253) 835-2000 (telephone) 1-888-485-2435 (telephone) (253) 835-2010 (facsimile) 425-338-3583 (facsimile) robe@cityoffederalway.com totallandscape.net fftkN+ 'tel ripe net- 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 1, 2025 ("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 will not be 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 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 Ins ectipn.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 MAINTENANCE AGREEMENT - 1 - 3/2017 ` clrr OF CITY HALL e ra i Way 33325 8th Avenue South Federal Way,WA 98003-6325 Federal (253) 835-7000 www cityoffederalway com delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Contract, 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 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. 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 Patent: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. MAINTENANCE AGREEMENT -2 - 3/2017 CITY OF CITY HALL Fed a ra l Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cftyoffederatway com 5. INDEMNIFICATION. 5.1 Contractor Indemnil ication.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. 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's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as MAINTENANCE AGREEMENT - 3 - 3/2017 ` CITY o CITY HALL Fe d e ra l Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityofiederalway com 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 Insureds 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. The Contractor will fully cooperate with the City in identifying and assembling records in case of any public 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 delivery all needed or contracted for work project upon demand. All records submitted by the City to the Contractor will be safeguarded by the Contractor. Contractor shall make such data, documents, and files available to the City 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 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 Safe1y.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 MAINTENANCE AGREEMENT - 4 - 3/2017 ` At Federal Way CITY OF CITY HALL 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www crtyoffederalway com 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 10.4 Prevailing Wages. 10.4.1 Wages of Employees.This Agreement is subject to the minimum wage requirements of Chapter 39.12 of the Revised Code of Washington,as now existing or hereafter amended or supplemented. In the payment of hourly wages and fringe benefits to be paid to any of Contractor's laborers,workers and/or mechanics,Contractor shall not pay less than the"prevailing rate of wage"for an hour's work in the same trade or occupation in the locality within the State of Washington where such labor is performed,as determined by the Industrial Statistician of the Department of Labor and Industries of the State of Washington,which current"prevailing rates of wage"are attached hereto as Exhibit"D" and incorporated herein by this reference. Prevailing wages paid pursuant to this Agreement shall be the prevailing wage rates that are in effect on the date when the bids,proposals,or quotes were required to be submitted to the City. 10.4.2 A rcements Exceedin One Year.Pursuant to WAC 296-127-023,or hereafter amended,the City agrees to pay any increase in the current prevailing wages if and when this Contract is extended provided that the term of the Contract exceeds one year. The City further agrees to pay the current prevailing wages at the time of additional yearly extensions, and the Contractor agrees to pay its employees the increased prevailing wage. 10.4.3 Exemptions to Prevailing Wa e. The prevailing wage requirements of Chapter 39.12 RCW, and as required in this Agreement do not apply to: Sole owners and their spouses; any partner who owns at least 30% of a partnership; the President, Vice President and Treasurer of a corporation if each one owns at least 30% of the corporation. 10.4.4 ILLI)orlinL, Req iiinc men«.Contractor shall comply with all reporting requirements of the Department of Labor and Industries of the State of Washington.Upon the execution of this Agreement,Contractor shall complete and file a Statement of Intent to Pay Prevailing Wages with the Department of Labor and Industries. Upon completion of the Work,Contractor shall complete and file an Affidavit of Wages Paid with the Department of Labor and Industries. Contractor shall deliver copies of both the Statement of Intent to Pay Prevailing Wages and the Affidavit of Wages Paid, certified by the Department of Labor and Industries,to the City. 10.4.5 Disputes. In the event any dispute arises as to what are the prevailing rates of wages for work of a similar nature and such dispute cannot be resolved by the City and the Contractor, the matter shall be referred for arbitration to the Director of the Department of Labor and Industries of the State of Washington and the decision therein shall be final and conclusive and binding on all parties involved in the dispute. 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. MAINTENANCE AGREEMENT - 5 - 3/2017 ` CITY OF CITY HALL Federal��I ��y Feder 8th Avenue South003 Federal Way,WA 98003-6325 (253) 835-7000 www.cityoffederalway.com 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 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, 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 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 MAINTENANCE AGREEMENT - 6 - 3/2017 CITY OF CITY HALL .�. Fe d e ra I Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www ct"ffedera/way com 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] MAINTENANCE AGREEMENT - 7 - 3/2017 ` C1rr OF CIN HALL A Fe d e ra l Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www ct"ffederaWay.com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: Hutton ctor SiWp -e Courtney, CM jCty Clerk DATE: Iq APPROVED AS TO FORM: &- A"' ', �fl J. Ryan Call, City Attorney TOTAL LANDSCAPE CORPORATION: By. Printed Name: Title: VPce- ere-Si 014-►1 1 ,\\`�,�1f141111�riT�F�r� OGE A. DATE: �� - a�- ° 9 ,� •,., �r� .�; .`QQc Pew eP1QTA, "v 7 _ STATE OF WASHINGTON ) PUBLIC ss. COUNTY OF no ka m iSh ) ',i �WASYi� On this day personally appeared before me 1"I r i to me known to be the of Total Landscape Corporation tha executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said 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 corporation. GIVEN my hand and official seal this 2 S day of (D eJM�0ea'-' , 2019. Notary's signature Notary's printed name ,6 Notary Public in and for the State of Washington. My commission expires MAINTENANCE AGREEMENT - 8 - 3/2017 ` CITY OF CITY HALL Federal Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cltyotl-ederalway com EXHIBIT "A" SERVICES 1. The Contractor shall do or provide the following: ANNUAL M/,.IN I I-NANCE STANDARDS-DUMAS RAY CENTRE _ rzquanGy by Month Task Jan Feb Mar Apr May [Jun Jul Aug Sep Oct Nov Dec TURF NONE LANDSCAPE BEDS Weeding 1 31 41 4 4 4 31 2 11 Edge ground cover 1 1 Herbicide-Pre-emergent 1 1 TREES AND SHRUBS Tree Pruning 4 1 1 Shrubs' 1 1 Hedges"(Dumas Bay Centre) 1 1 11 1 1 14ARD SURFACES Sweepingffilowing 1 51 21 3. 3 41 51 51 51 41 21 21 2 Weed/herbicide 1 1 1 OTHER Beach Access Trail 1 2 2 3 3 4 5j 5 5 41 21 2 2 Garbage Removal 1 2 2 3 3 4 5 5 5 4 2 2 2 Litter Control 2 2 3 3 4 5 5 5 4 21 2 2 Fall/Storm Cleanup 2 2 _- 2 21 2 2 TOTALS ' 13 13 14 16 23 24 24 27 22 121 16 10 I ' 'Shrubs/hedges-trim as needed to maintain a neat appearance 'Contracor is ruspons bb's for si,brnining a schedule weekly of tl sks performed Schedul6 should be turned into the Contract Administrator the day of service; DUMAS BAY CENTRE MAINTENANCE SPECIFICATIONS General Specifications 1. The Contractor will furnish all labor, tools, specialized equipment, materials, and disposal of waste material generated by the work, supervision and transportation to perform landscape maintenance services as specifically outline in the Annual Maintenance Standards. 2. All fieldwork shall be performed under the supervision of a qualified horticulturist. Operators will be licensed for all functions, including pesticide, fertilizer, and herbicide application, and flagging card when required. 3. The Contractor will ensure that employees comply with all applicable City of Federal Way and Washington State regulations and practices with respect to work performed for the City of Federal Way. 4. The Contractor's personnel will conduct themselves on site in a professional manner at all times. 5. Each employee will wear or display the company's name and/or logo. 6. The Contract Administrator or appointed designee will inspect work performed by the Contractor on a regular basis. In the event of work performance deficiencies, the Contract Administrator will notify the Contractor. Notification may be verbal or written. The City may choose to: Require the Contractor to rectify the deficiency within 48 hours, or hold payment. 7. Equipment intensive work such as blowing done at this site shall not commence before 7:00 a.m. and end on 8:00 p.m. on weekdays, (weekend work not allowed without prior approval). All equipment intensive work performed at Dumas Bay Centre must be coordinated with contract administrator so that it N ill not disturb events inside the building, 8. Report any damage, or potential hazard, involving City property immediately to the City of Federal Way Dumas Bay Centre, (253) 835-2000. After hours emergencies should be reported to the Police/Fire MAINTENANCE AGREEMENT - 9 - 3/2017 Am**' CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www atyoffederalway com Communications Center- 911. 9. Hazardous conditions shall be immediately remedied or secured to prevent further damage and/or protect public from injury. It is the Contractor's responsibility to provide close supervision of maintenance operations and management of the site. 10. Incidents, altercations, or accident involving the public shall be reported to the Contract Administrator within 24 hours. The Contract Administrator, at his or her discretion, may require a written report from the Contractor describing the incident or accident. 11. The Contractor, at his or her expense, will remedy any damage to City structures, irrigation heads or plant material due to Contractor negligence in a timely manner. Ornamental trees, which have been allowed to grow branches to or near the ground, are to be vegetation free 12 to 18 inches around the perimeter of the lowest branches. The Contractor shall be responsible for notifying the Contract Administrator of any significant tree hazards including, but not limited to: dead native and ornamental trees, broken limbs, disease and insect infestations. Landscape Maintenance Specitications Beds areas shall be kept in a weed free condition. All beds shall be weeded by mechanical and/or chemical means. The City reserves the right to limit the use of specific herbicides and/or applications of said herbicides. Casaron shall be used only with the approval of the Contract Administrator and only in very limited areas. Applications will be applied according to label instructions. 1. Ground cover shall be edged 4 to 6 inches behind all sidewalks, curbs, fences and edges of landscape beds. 2. Shrubs shall be trimmed or sheared to maintain desired shape and function as needed to provide a neat, trimmed or sheared to maintain desired shape and function as needed to provide a neat, trim appearance. Special attention shall be made to all park entries. 3. Trees shall be pruned to remove singular broken branches or perform minor clearance pruning. Minimum clearance height for tree branches is fourteen(14) feet above the paved surface of the street or parking lots and eight(8) feet over the surface of a public sidewalk or pedestrian path. 4. Tree suckers and volunteer seedlings shall be removed as necessary. 5. Singular branches, which are hanging below the overall tree canopy and are in impediment to pedestrian traffic or maintenance activities, may be pruned back to the first lateral. 6. Trees which require minor clearance pruning shall be pruned to the closest lateral or, if such pruning will result in stubbing the branch, prune branch flush with tree trunk. Hard Surfaces Specifications 1. Sidewalks, curbs, and other hard surfaces shall be kept free of leaves, litter and debris. The use of power blowers is acceptable, however, accumulations of debris must be removed from the site and legally disposed of and not blown onto adjacent property or onto adjacent street surfaces. 2. All vegetation in sidewalks, curbs and other hard surfaces shall receive an approved vegetation eliminator application and be removed at the next site visit. In no case shall any pre or post-emergent herbicides with residual characteristics (i.e. Casaron) be used in these areas. (hirer Services Specifications 1. All litter, debris and animal feces shall be removed from turf, beds and hard surface areas. Litter shall be removed from the site for disposal by the Contractor. Garbage cans will be emptied to an approved dumping station or City provided dumpster at each visit. Each can will have a new liner installed so that is as invisible as possible. 2. Windfall branches shall be removed from all areas for disposal by the Contractor. Wind fallen trees are not included in the contract. Leaves, needles, cones and other vegetative material shall be removed from all formal areas. MAINTENANCE AGREEMENT _ 10 - 3/2017 ` CITY OF CITY HALL Fe d e Ca I Way 33325 8th Avenue South Federal Way,WA 980038003 -6325 (253) 835-7000 www cityoffederafway com Dumas Bay Centre Site Specifications 1. Special attention given to entries and courtyards for appearance to include, but not limited to: weeding, blowing, pruning, hedges trimmed and litter control. 2. Pines trimmed bonsai style are not included in base scope of services. 3. Wipe down picnic tables and interpretive signage at each site visit. 4. Due to overnight retreats and day meetings, all noise related activities must be scheduled with Contract Administrator Prior to maintenance activity. 5. Additional services shall be performed only with written notification from contract administrator. 6. Project costs shall be based on the number of services (e.g. mowing, trimming, weeding etc.)provided for each month, the same unit cost is applied equally to all items of work. 7. All items of work task must be completed with any given month in order to receive full payment for that month. No items will be carried forward to the following month. If item is not completed by the end of the month, payment for that item will be forfeited. MAINTENANCE AGREEMENT - 11 - 3/2017 ` CITY OF �" CITY HALL 33325 ! a l Way Feder 8th Avenue South Fede Federal Way,WA 98003-6325 (253) 835-7000 www alyotfederalway com EXHIBIT "B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor a total amount not to exceed one hundred eight thousand and 00/100 Dollars ($108,000.00) and Washington State sales tax equal to ten thousand eight hundred and 00/100 Dollars ($10,800.00) for a total of one hundred eighteen thousand eight hundred and 00/100 Dollars ($118,800.00)). 2. Method of Compensation: Unit price plus sale tax DUMAS BAY CENTRE GROUNDS MAINTENANCE COSTS MONTH SERVICES COST PER TOTAL COST OF PER MONTH SERVICE MAINTENANCE PER MONTH January 13 x $72 = $936 February 13 x $72 = $936 March 14 x $72 = $1008 April 16 x $72 = $1152 May 23 x $72 — $1656 June 24 x $72 = $1728 July 24 x $72 = $1728 August 27 x $72 = $1944 September 22 x $72 = $1584 October 12 x $72 = $864 November 16 x $72 = $1152 December 10 x $72 = $720 *Additional services per hour $45 Per hour * Additional services shall be performed only with written notification from contract administrator *Project costs shall be based on the number of services (e.g. pruning, blowing, trimming, weeding etc.) provided for each month, the same unit cost is applied equally to all items of work. * All items of work task must be completed with any given month in order to receive full payment for that month. No items will be carried forward to the following month. If item is not completed by the end of the month, payment for that item will be forfeited. *All prices include Washington State sales tax *All wages based on current prevailing wages MAINTENANCE AGREEMENT - 12 - 3/2017 CERTIFICATE OF LIABILITY INSURANCEF DATE(MM/DDIYYYY) - 4/17/2019 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 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 AMEN ' Michelle Parker N Leavitt Group Northwest PHONE �Y (800)726-8771 FAx_Nrs PO Box 65770 E-MAIL michelle-parker@leavitt.com kDDRE55 INSURER(S)AFFORDING COVERAGE NAIC# University Place WA 98464 INSURERA:Ohio Security Insurance Company 24082 INSURED IINSURERB:Ohio Casualty Insurance Comnanv 24074 Total Landscape Corporation INSURER C:Homeland Insurance Co of NY 34452 Chakra Consultants, LLC INSURER D: 17108 9th Ave SE INSURER E: Mill Creek WA 98012_ INSURER F: COVERAGES CERTIFICATE NUMBER:19-20 Master 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. li� ADDL'SUBRPOLICY EFF POLICY EXP TYPE OF INSURANCE cn POLICY NUMBER MM/ DIYYYYI MMIOOIYYYY� LIMITS OMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 C,;t.1.5+ E-c RE.?E_ 100,000 CLAIMS-MADE ❑X OCCUR PRLf'.':SES f•�,.,;�:::r.a-r:a1 $ X Y BKS57881506 4/1/2019 4/1/2020 f MED EXP(Any one person) $ 5,000 PERSONAL &ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY KC JECT PRO- FLOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTH-7R $ AUTOMOBILE LIABILITYI;OM1.IBIrJE1SING_F LIM17 $ 1,000,000 X ANYAUTO BODILY INJURY(Per person) $ A ALL OWNED SCHEDULED AUTOS AUTOS Ba557881506 4/1/2019 4/1/2020 BODILY INJURY(Per accident) $ NON-OWNED P ROPERT v D1..0%GE $ HIREDAUTOS AUTOS �P=�r=::ade^!i $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 B EXCESS LAB CLAIMS-MADE AGGREGATE $ 2,000,000 DED RETENTION$ BS057881506 4/1/2019 1 4/1/2020 $ WORKERS COMPENSATION FFR I STATUTE X ERH AND EMPLOYERS'LIABILITY ANY PROPRIETORMARTNER/EXECUTIVE YIN E.L.EACH ACCIDENT $ 11000,000 OFFICER/MEMBER EXCLUDED? ❑ N/A A (Mandatory In NH) BKS57881506 4/1/2019 4/1/2020 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT C Pollution Liabilty 79300009071 0000 4/1/2019 4/1/2020 Per Pollution Condilion 3_000,000 Deduct 5,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) City of Federal Way, their agents, representatives and employees, and Dumas Bay Centre are additional insureds as per the terms and conditions of forms CG8810 04 13, CG8583 04 13, CG8870 12 08 and AC8501 06 18 attached. CERTIFICATE HOLDER CANCELLATION Rob.Ettinger@cityoffederalway SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Federal Way THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN P 0 Box 9178 ACCORDANCE WITH THE POLICY PROVISIONS. Federal Way, WA 98063 AUTHORIZED REPRESENTATIVE D E. Olson/MIPARK ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) Page 1 of 1 BUSINESS INFORMATION Business Name: TOTAL LANDSCAPE CORPORATIOtti UBI Number: 600 622 827 Business Type: WA PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 17108 9TH AVE SE, MILL CREEK,WA, 98012-6312,UNITED STATES Principal Office Mailing Address: 17108 9TH AVE SE, MILL CREEK,WA, 98012-6312,UNITED STATES Expiration Date: 06/30/2020 Jurisdiction: UNITED STATES, WASHINGTON Formation/Registration Date: 06/03/1986 Period of Duration: PERPETUAL Inactive Date: Nature of Business: ANY LAWFUL PURPOSE, OTHER SERVICES, LANDSCAPE CONTRACTOR REGISTERED AGENT INFORMATION Registered Agent Name: ERIC FRIMODT Street Address: 10900 NE FOURTH ST STE 1500,BELLEVUE,WA, 98004-0000, UNITED STATES Mailing Address: 10900 NE FOURTH ST STE 1500,BELLEVUE,WA, 98004-0000, UNITED STATES GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL EDWARD MANICKAM GOVERNOR INDIVIDUAL BRIAN ADAMS GOVERNOR INDIVIDUAL MARVIN HEDINGTON https:Hccfs.sos.wa.gov/ 10/23/2019