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AG 24-004 - WHIRLWIND SERVICES, INCRETURN TO: AUTUMN GRESSETT EXT: 6914 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: PARKS 2. ORIGINATING. STAFF PERSON: AUTUMN GRESSETT EXT: 6914 3. DATE REQ. BY: 9/22/2023 4. 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 9 GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: PARKING LOT SWEEPING SERVICES 2024-2026 6. NAME OF CONTRACTOR: WHIRLWIND SERVICES, INC ADDRESS: 6801 216TH ST SW, MOUNTLAKE TERRACE, WA 98043 TELEPHONE 425-6974373 E-MAIL: KWAGONER@W WCNG.COM FAX: SIGNATURE NAME: _MA E,GEWNOLM ,TITLEGOVERNER 7. EXHIBITS AND ATTACHMENTS: IN SCOPE, WORK OR SERVICES It COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: JANUARY 1, 2024 COMPLETION DATE: DECEMBER 31, 2026 9. TOTAL COMPENSATION $ 69,632.79 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ONO IF YES, MAXIMUM DOLLAR AMOUNT: $ - IS SALES TAX OWED OYES ®NO IF YES, $ 6,387.75 PAID BY: A CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED (4] PURCHASING: PLEASE CHARGE TO: 001-7100-331-576-80-480 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED * PROJECT MANAGER AG 9/6/2023 ❑ DIRECTOR 4~ ❑ RISK MANAGEMENT (IF APPLICABLE) r 19 LAW JE 9/20/23 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: 10/10/23 COUNCIL APPROVAL DATE: 10/17/23 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:12/11/23 ❑ 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.) IN TiAL / DATE SIGNED DEPARTMENT iATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# AG# �C]0 COMMENTS: 212017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com GOODS AND SERVICES AGREEMENT FOR PARKING LOT SWEEPING This Goods and Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Whirlwind Services, Inc dba Whirlwind Clean and Green, 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: WHIRLWIND SERVICES, INC Krissy Wagoner 6801 216t" St SW Mountlake Terrace, WA 98043 425-697-4373 (telephone) The Parties agree as follows: CITY OF FEDERAL WAY: George Richen 33325 8th Ave. S. Federal Way, WA 98003-6325 (253) 261-3963 (telephone) com 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, 2026 ("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 the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to GOODS AND SERVICES AGREEMENT - 1 - 4/2023 CITY OF CITY HALL Federal Wa 33325 8th Avenue South �f Federal Way, WA 98003-6325 (253) 835-7000 www 6"ffedera(way com accomplish the correction. 2.3 Time, Documentation, and Inspection. Work shall begin immediately upon the effective date ofthis 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 Paymenf. 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 - 4/2023 CITY OF ._. Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 mvw cityoffederalway com 4.4 Nan -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 ofthis 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 GOODS AND SERVICES AGREEMENT - 3 - 4/2023 CITY OF .� Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www dlyoffadera4vay com 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 $2,000,000 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 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 Liabili1y. 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 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 - 4/2023 CITY of CITY HALL Federal ltlla 8th Avenue South Feder Federal Way, WA 98003-6325 (253)835-7000 www cityoffederalway com 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 Safe . 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 ofwhether 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 EMPLOVER. 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 - 4/2023 CITY of CITY HALL Federal Wa 33325 Sth Avenue South �� Federal Way, WA 98003-6325 (253) 835-7000 www cilyoffederalway 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 Inten2retation 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 in 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 - 4/2023 CITY DF CITY HALL Federal Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www o1yoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: Q�OL-46vr Ji rre , Mayor DATE: '" WHIRLWIND SERVICES, INC: Printed Name: ■.. �i STATE OF WASHINGTON ) )Ss. COUNTY OFc�1 ATTEST: S66hAnie Courtney, CM ty Clerk APPROVED AS TO FORM: a �`, nCall, Cit ttorney On this day_personally appeared before me Ocioeen AM to me known to be the LT�mpy' y _ . of WN--)kY 1 that 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 they were authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN m �jrr��nd and official seal this O'S_ day of 2023 ����►� �r�; �I L 13 R O ri�r "C Notary's signatur �r F�ti•o?�'� Notary's printed nam aR�, Notary Public in and for the State as in on. r. PUBUC My commission expires C t P . C1 r�1'11P WAS 1.r1 GOODS AND SERVICES AGREEMENT - 8 - 4/2023 CITY OF CITY HALL Fe d e ra 11Nay 8th Avenue South Feder Federal Way, WA 98003-6325 (253) 835-7000 wwwci" federalwaycom 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 - 4/2023 CITY OF A._. Federal Way EXHIBIT "A" SERVICES I . The Contractor shall do or provide the following: CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www ciyoffederalway com A. The following specifications are intended to cover the cleaning and sweeping operations of the various surface parking lots, entrances and plaza areas of the City's Public Parking Facilities with routine frequencies schedules as listed in Table 1 below. Table 1: Parking lot cleaning frequency schedule Location Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec BPA Trail Lot — 324th 1 1 1 1 1 1 BPA Trail Lot - 356th 1 1 1 1 1 1 Celebration — Main and lower lots 1 1 1 1 1 1 City Hall 1 1 1 1 1 1 1 1 1 2 2 1 City Hall North Lot 1 1 1 1 1 1 Dumas Bay Centre 1 1 1 1 Dumas Bay Sanctuary Park 1 1 1 1 1 1 Federal Way Community Center French Lake Park 1 1 1 1 1 1 1 1 1 1 La kota Park 1 1 1 1 1 1 Palisades Park 1 1 1 1 1 1 Panther Lake Trailhead 1 1 1 1 1 1 Performing Arts and Event Center 1 1 1 1 Sacajawea — Main and upper lots 1 1 1 1 1 1 Saghalie - upper lot only1 1 1 1 1 1 Steel Lake Annex 1 1 1 1 1 1 Steel Lake Park 1 1 1 1 1 1 Town Square Park 1 1 1 1 1 1 West Hylebos Wetlands 1 1 1 1 1 1 B. Complete cleaning: I . Each complete cleaning shall include: blowing, sweeping, vacuum, pick-up, and removal by whatever means necessary of all trash, debris, dirt, mud, and any other foreign material (except snow and ice) from the paved portions of each parking lot, entrance, and plaza. The standard for a complete cleaning shall be no visible evidence of said trash, debris, dirt, mud, or other foreign materials in comers, associated curbs, and the respective portion of the completion of each cleaning. 2. The Parks & Facilities Manager, Director, or other designated Parks Department representative shall be the final authority on whether standards have been met. 3. All materials removed shall be disposed of at a site designated or approved by the City. GOODS AND SERVICES AGREEMENT - 9 - 4/2023 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederafway com C. The Contractor will furnish all labor, tools, specialized equipment, materials, and disposal of waste material generated by the work, unless other arrangements have been made with the Parks & Facilities Manager or Parks Department representative or appointed designee. D. All fieldwork shall be performed under the supervision of a qualified employee. Laborers will be skilled working with equipment and cleaning products. E. The Contractor will ensure its 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. F. The Contractor's personnel will conduct themselves in a professional manner at all times while performing the services under this contract. G. The Parks & Facilities Manager or Parks Department representative or appointed designee will inspect work performed by the Contractor. In the event of work performance deficiencies, the Parks & Facilities Manager or Parks Department representative will promptly notify the Contractor. As part of the notification, the City may choose to require the Contractor to rectify the deficiency within 48 hours or hold payment until the corrections are completed. Notification may be verbal or written. H. Immediately report any damage, potential hazard, or non -life -threatening situations involving City property such as, but not limited to broken water lines, vandalism, graffiti, etc., to the City of Federal Way Parks Department, (253) 835-6901. After hours emergencies should be reported to the Police/Fire Communications Center by calling 911. The Contractor shall report any damage to City property or private property caused by the Contractor or Contractor's employees and, at Contractor's expense, will remedy any damage to public or private structures in a timely manner and as agreed to in writing with the City. I. Hazardous conditions shall be immediately remedied or secured to prevent further damage and/or protect public from injury and shall be reported to Police/Fire Communications Center by calling 911 and the Parks Department notified as appropriate. It is the Contractor's responsibility to provide close supervision of operations and management of the work areas. J. Incidents, altercations, or accidents involving the public shall be reported to the Parks & Facilities Manager or Parks Department representative within 24 hours. The Parks & Facilities Manager or Parks Department representative, at their discretion, may require a written report from the Contractor describing the incident or accident. As a part of the resulting Agreement from this RFP, the Contractor will agree to participate in any investigation resulting from any such incident. K. Contractor will coordinate with the Parks Department when all work is to be performed. GOODS AND SERVICES AGREEMENT - 10 - 4/2023 CITY OF CITY HALL Federal Wa Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 wwwcayoffederaAwy. com Routine work to be performed at times when few to no vehicles will be present in the parking lot. Blow around vehicles prior to clean. L. All technicians, operators and supervisors who will be on secured properties must be in a company identifiable uniform and must be able to pass a background check. M. Managers and support personnel shall be available 24/7. N. All company vehicles must bear signage, logos, or other clearly visible information identifying the Contractor's company. GOODS AND SERVICES AGREEMENT - I I - 4/2023 CITY OF CITY HALL A�k Federal ed a ra l Way a Feder 8th Avenue South !lFF�" ■YJI�+J Federal Way, WA 98003-6325 (253) 835-7000 �vww. :r!ynfr�rferalwaycom EXHIBIT `B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Sixty -Three Thousand Two Hundred Forty -Five and 04/100 Dollars ($63,245.04) and Washington State sales tax equal to Six Thousand Three Hundred Eighty -Seven and 75/100 Dollars $6,387.75 for a total of Sixty - Nine Thousand Six Hundred Thirty -Two and 79/100 Dollars $69,632.79. 2. Method of Compensation: Unit price plus sale tax In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount, calculated on the basis of the per visit charge rate schedule for Contractor's personnel as shown below, plus Washington State Sales Tax GOODS AND SERVICES AGREEMENT - 12 - 4/2023 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 mvw cityoffederalway com Location, BPA Trail Lot - 324th Estimated Estimated Annual Visits 8 2,024 Per Visit 102.92 2024 Estimated Annual Amount $ 823.36, BUPA Trail Lot - 356th 8 $ 57.00 $ 456.00 Celebration Park - main and lower lot 10 308.75 $ 3,087.50 City Hall 16 $ 197.92 3,156.72 City H a I I N orth Lot 8 $ 93.31 666.48 Dumas Bay Centre 6 102.92 617.52 0urnas. Bay Sanctuary Park 8 $ 57.00 $ 456.00 Federal Way Community Center 8 126.67 1,013.36 French Lake Park 8 116.55 932.40 Lakota Park 8 83.28 666.24 Palisades Park 8 $ 57.00 456.00 Panther Lake TraiIhead 8 57.00 456.00 Performing Arts and Event Center 8 $ 126.67 $ 1.013.36 Sacagawwrea - main and upper lots 8 95.00 760.00 Saghalie Park- upper lot only 8 $ 88.68 709.44 Steel Lake Annex 8 79.22 633.76 Steel Lake Park 10 $ 197.92 1,979.20 Town Square Park 10 74.09- 740-90 West Hylehos Wetlands 8 $ 60.03 480.24 Additional Hourlyservice 10 95.00 950.00 Whirlwind 2024 Subtotal 20,054.48 GOODS AND SERVICES AGREEMENT - 13 - 4/2023 CITY OF 0 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www otyoffederatway com Location BPA Tra i I Lot - 324th Estimated Annual Visits 8 2025 Price Per Visit 108.06 2025 Estimated Annual Amount 86-4.48 BPATrail Lot -356th 8 $ 5-9.8.5 479.90 Celebration Park- main and Iower I oi 10 $ 324.19 $ 3,241.8,0 City Hall 16 $ 207.8.1 $ 3,324.96, i City Hall North Lot 8 $ 87.47 $ 699.76 Dumas Bay Centre 6 $ 108.06 $ 649.36 Dumas Bay Sanctuary Park 8 $ 59.8.5 $ 478.90 Federal Way Community Center 8 $ 133.00 $ 1,064.00 French Lake Park 8 $ 122-37 $ 978.96. Lakota Park 8 $ 87.44 $ 699.52 PaIis-ades Park 8 $ 59.85 479.90 Panther La ke Tra i I hea d 8 $ 59.95 $ 478.90 PerformingArts and Event Center 8 $ 133-00 $ 1,064.00 ISacajawea - main and upper lots 8 $ 99.75 $ 798.00 6SaghaIie Park - upper lot only 8 $ 93-11 $ 744.8,8 Steel La ke An nex 8 $ 93.18 $ 66,5.44 Steel Lake Park 10 $ 207.18 $ 2r071.8.0 Town ,Square Park 10 $ 77-79 $ 777:90 West Hylehos Wetlands 8 $ 63.03 $ 504.24 Additional Hourly Service 1,0 $ 99.75 $ 997.50 Whirlwind 2025 Subtotal $ 21r060.90 GOODS AND SERVICES AGREEMENT - 14 - 4/2023 CITY OF Federal CITY HALL Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www ciryofiederalway com Location,: BPA Trail Lot - 324th Estimated Annual lV fists 8 $ 2026 Prime Per Visit 113.46 2026 Estimated Annual Amount 907.68 BUPA Trail Lot - 356th 8 62.84 502:72 Celebration Parts- main and Iower I ot 10 $ 340.38 3,403.80 City Hall 16 $ 21 S-20 3,491.20 City Hall North Lot 8 -91.8.4 $ 734.72 Dumas Bay Centre 6 113.46, 680.76 Dumas Bay Sanctuary Parts 8 $ 62.94 502.72 Federal Way Community Center 8 139.65 1,117.20 French Lake Parts 8 128,.48 1,027.94 Lakota Park 8 $ 91.81 734.48 Palisades Park 8 $ 6.2.84 502.72 Panther La ke Tra i I hea d 8 62.84 502.72 Performing Arts and Event Center 8 $ 139.65 $ 1,117.20 Saca;avea - main and upper lots. 8 $ 104.73 8-37.84 .Saghalie Park- upper lot only 8 $ 97.76 $ 782.08. Steel Lake Annex 8 $ 8:7.33 $ 6,98.64 Steel Lake Park 10 $ 219.20 $ 2,182.00 Town Square Park 10 $ 8.1.67 $ 816.70 West Hylebos Wetlands 8 $ 66.18. $ 529.44 Additional Hourly Service 10 $ 104.73 $ 1,047.30 Whirlwind 2026 Subtotal' $ 22,119.76 GOODS AND SERVICES AGREEMENT - 15 - 4/2023 CITY OF 1*4 Federal Way EXHIBIT "C" I �rH i rau trailhead CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com GOODS AND SERVICES AGREEMENT - 16 - 4/2023 CITY OF CITY HALL Fe d e ra I Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 wivw cityoffederalway corn ik i 'gr£ fj r , i, F i I v +1: • J!J � � VlMLU � �✓W � `Jl] GOODS AND SERVICES AGREEMENT - 17 - 4/2023 CITY OF Fe d e ra l 'I!1lay ik:4 way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. otyoffederalway com GOODS AND SERVICES AGREEMENT - 18 - 4/2023 CITY OF CITY HALL Fe d e ra I Wa Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 535-7000 wwwc?lI rfeder;v:V,-)Vcom GOODS AND SERVICES AGREEMENT - 19 - 4/2023 City a f''#i' �k s, a ti� 3 - , 8th Avg Schaf ■ f ��� `` � .�. • ���• 1.50 Stalls i � + rsti .r Y' p' ■_'r`s •`.� '. .. "' .,ram �� Fecea 7 � •�Municici • I Ca � f.: erab aii Poiice'Gepartment '.• Fe erai a Departni rbt fell Iwo *�- ity HaI arkin116 . - 33 25 8th . M Re,tze' 5,a•,ch 79 a�1s r duc gag s�cu re• police ` � � a r6 a r'` Q y. p r s, Ed Aci f' � • �� ,�' �"'��`o �,R•►• ` ;1� ` •x •`;ill' Y ,ram • y - uni • a C 40 4 d fal a I 'edeia wiry ; P fice'Ce armem , • t � e•al ay . haw p ejartme -t ; F� r y' +� ,+, ,.� -•fir gt` r w f u r • 1 • r OF ► as S'ncat W yBa. • , �. 308 44th J\Ve Sw�x,,.I tr 20 Stalls to . •i i . i 'r f r . } .,..D&tliO�y�Cenlre 1.2200 Sw Dash P.01 3 �. 104 Stalls SL �' f •' Jy, � . 4. It N� day C► • ufCh �,�� 4 ' ,' •�'�. :;� `:,•tom' ,� -�. '; -"� ,; �..- • • . , ii tl' , � • f ,� 3r _ ,� fir,.', r'�1. .�-R.� !- , 1 7 ref • 4�' err g D�Sr i'1 - .. • ,� . Federal Way crry OF CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www atyoffederalway corn GOODS AND SERVICES AGREEMENT - 24 - 4/2023 CITY OF CITY HALL -� Fe �i a ra I Way ay 33325 8th Avenue South Q � V Federal Way, WA 98003-6325 (253) 835-7000 wtvw cityoffederalway com GOODS AND SERVICES AGREEMENT - 25 - 4/2023 Im CITY OF Federal Way �ri e". •. CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www olyo(Iederalway com :r U GOODS AND SERVICES AGREEMENT - 26 - 4/2023 1% CITY OF CITY HALL Federal a Feder 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www cityoffederalway com GOODS AND SERVICES AGREEMENT - 28 - 4/2023 mw t. Performir 31510 Pe 180 stalls Len enter 3 -!Way S Tip77:1 erafoWay PA�EC CITY OF CITY HALL Federal V11a 8th Avenue South Feder Federal Way, WA 98003-6325 (253) 835-7000 www u[yalfederaimay corn GOODS AND SERVICES AGREEMENT - 30 - 4/2023 CITY OF _� Federal Way w k CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 mm cayoffederahvay com GOODS AND SERVICES AGREEMENT - 31 - 4/2023 s 312th St r Steel Labe Annex 2645 S 312th ST Historical Soclet' 1 Stalls of Federal Way „} I IN / � a Ire � d l CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway.com GOODS AND SERVICES AGREEMENT - 33 - 4/2023 4 r r w PU . lic'f25ffQ MS Town Square Park 31600 Pete Von Reichbauer way' 67 stalls V To .i 4+. a y 1 � }�� - - - - �-- .ram► CITY ❑r CITY HALL Federal Wa 33325 Avenue South Y Federall Way, WA 98003-6325 (253) 835-7000 mvov cayoffederaAaay com GOODS AND SERVICES AGREEMENT - 35 - 4/2023 ,�co►�o°° CERTIFICATE OF LIABILITY INSURANCE DATE 2/12/2D0223 Y' 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(ies) 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 CONTACT NAME: Parker, Smith & Feek Insurance, LLC. PHONE �1 425-709-3600 fAX No 425-709 7460 2233 112th Avenue NE E-MAIL Bellevue, WA 98004 ADDRESS: INSURERS AFFORDING COVERAGE NAIC p INSURERA: Middlesex Insurance Company INSURED Whirlwind Services, Inc. INSURER B : 6801 216th Street SW INSURER c: wsURER D : Mountlake Terrace, WA 98043 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 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. IN SR TYPE OF INSURANCE s POLICY NUMBER MMIpD MMLDDIYYYY LIMITS LTR A q1GrE;NERAALLL&g8IUTY OMMERCIAL GENERAL LIABILITY CLAIMS -MADE > OCCUR XGeneral A0234073004 Liability 11/20/2023 11/20/2024 EACH OCCURRENCE $ 1,000,000 IMMAGETORENTED PREMISES E $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL &ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 3,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 GENILAGGREGATE LIMIT APPLIES PER: PD Deductible $ $2500 POLICY x PRO'JECT LOC. A AUTOMOBILE LIABILITY A0234073001 11/20/2023 11/20/2024 CEOMBINEDSINGLE LIMIT $ 1,000,000 ANY AUTO Business Auto BODILY INJURY (Per person) $ ALL OWNED SCHEDULED AUTOS _ AUTOS $ BODILY INJURY (Per accident) PROPERTY DAMAGE ra 'd nr $ NON -OWNED HIREDAUTOS AUTOS A X OCCUR ' A0234073005 11/20/2023 11/20/2024 EACH OCCURRENCE $ 1,000,000 aLIAB B CLAIMS -MADE IExcess/Umbrella Liability �[ AGGREGATE $1,000,000 RETENTION $ 0 $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? (Mandatory In NH) N / A A0234073004 11 /20/2023 WA Employers Stop Gap Liability 11 /20/2024 I wC STATU- I X OTH- E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes. describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required( Project Name: Parking Lot Sweeping. Excess Liability follows General Liability, Auto Liability, and Workers Compensation Coverages... (See Attached Description) CERTIFICATE HOLDER City of Federal Way City Hall 33325 Bth Ave South Federal Way, WA 98003-6325 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD 2 of 10 (ABS00) DESCRIPTIONS (Continued from Page 1) City of Federal Way is an additional insured on the general liability policy per the attached endorsement/form. Coverage is primary and non-contributory on the general liability policy per the attached endorsement/form. CANCELS AND REPLACES PREVIOUSLY ISSUED CERTIFICATE. 3 of 10 (ABS00) Policy: A0234073004 COMMERCIAL GENERAL LIABILITY CG 7124 06 22 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSUREDS, PRIMARY & NONCONTRIBUTORY, WAIVER OF SUBROGATION This endorsement modifies the coverage provided under the following Coverage Form(s): COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Coverage enhancements are listed below. For details of each coverage, please read the corresponding policy provisions in the body of this endorsement. 1. Additional Insureds - Automatic Status for 12 Additional Insured Types A. Automatic Status When Required In Written Contract Or Agreement (for Acts or Omissions In The Performance of Your Operations) B. Lessor of Leased Equipment C. Owners or Other Interests From Whom Land Has Been Leased D. Manager or Lessor of Premise E. Mortgagee, Assignee, or Receiver F. Controlling Interest G. Co-owner Of Insured Premises H. Executors, Administrators, Trustees Or Beneficiaries I. State Or Governmental Agency Or Subdivision Or Political Subdivision - Permits Or Authorizations Relating To Premises J. Any Person Or Organization You Are Performing Work For K. Vendors L. Grantor of Franchise 2. Primary and Noncontributory - Other Insurance Condition 3. Waiver Of Transfer Of Rights Of Recovery Against Others To Us (Waiver Of Subrogation) - Automatic With respect to the coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 1. Additional Insureds - Automatic Status for 12 A. Automatic Status When Required In Written Additional Insured Types Contract Or Agreement (for Acts or Section II - Who Is An Insured is amended to Omissions In The Performance of Your include the following as additional insureds when Operations) you have agreed to add that person or 1) A person or organization with respect to organization as an Additional Insured on your liability for: policy in a written contract or written agreement a. 'Bodily injury" or "property damage" with that person or organization, or because of a not included in the "prod uctscompleted permit issued by a state or political subdivision; operations hazard"; or provided the injury or damage occurs subsequent b. "Personal and advertising injury"; to the execution of the contract or agreement or issuance of the permit and while the contract, caused by, in whole or in part, your acts or agreement or permit remains in effect. omissions or the acts or omissions of those acting on your behalf in the performance of your operations. CG 71 24 06 22 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 5 SPECIMEN COPY with its permission. 4 of 10 (ABS00) 2) With respect to insurance afforded to This exclusion applies even if the claims these additional insureds, the following against any insured allege negligence or additional exclusion applies: other wrongdoing in the supervision, This insurance does not apply to "bodily hiring, employment, training or injury", "property damage" or "personal monitoring of others by that insured, if and advertising injury" due to rendering of the "occurrence" which caused the or failure to render any professional "bodily injury" or "property damage", or service. This includes but is not limited to: the offense which caused the "personal a. Legal, accounting or advertising and advertising injury", involved the services; rendering of or failure to render any professional service. b. Preparing, approving, or failing to or approve, maps, shop B. Lessor of Leased Equipment prepare drawings, opinions, reports, surveys, 1) Any person(s) or organization(s) with field orders, change orders or drawings respect to liability for "bodily injury", or specifications; "property damage" or "personal and c. Inspection, supervision, quality control, advertising injury" caused, in whole or in architectural or engineering activities part, by your maintenance, operation or done by or for you on a project on use of equipment leased to you by such which you serve as construction person(s) or organization(s). manager; 2) With respect to the insurance afforded to d. Engineering services, including related these additional insureds, this insurance supervisory or inspection services; does not apply to any "occurrence" which e. Medical, surgical, dental, X-ray or takes place after the equipment lease nursing services treatment, advice or expires. instruction; C. Owners or Other Interests From Whom f. Any health or therapeutic service Land Has Been Leased treatment, advice or instruction; 1) Any person(s) or organization(s) with g. Any service, treatment, advice or respect to liability for "bodily injury", instruction for the purpose of "property damage" or "personal and appearance or skin enhancement, hair advertising injury" caused, in whole or in removal or replacement, or personal part, by you or those acting on your behalf grooming or therapy; in connection with the ownership, h. Any service, treatment, advice or maintenance or use of that part of the land instruction relating to physical fitness, leased to you by the additional insured including service, treatment, advice or person(s) or organization(s). instruction in connection with diet, cardiovascular fitness, bodybuilding or 2) With respect to the insurance afforded to physical training programs; these additional insureds, the following additional exclusions apply: i. Optometry or optical or hearing aid services including the prescribing, This insurance does not apply to: preparation, fitting, demonstration or a. Any "occurrence" which takes place distribution of ophthalmic lenses and after you cease to lease that land; similar products or hearing aid devices; b. Structural alterations, new construction j. Body piercing services; or demolition operations performed by k. Services in the practice of pharmacy; or on behalf of the additional insured I. Law enforcement or firefighting person(s) or organization(s). services; and m. Handling, embalming, disposal, burial, cremation or disinterment of dead bodies. Page 2 of 5 Includes copyrighted material of Insurance Services Office, Inc., SPECIMEN COPY with its permission. CG 71 24 06 22 5 of 10 (ABS00) D. Manager or Lessor of Premise Any person(s) or organization(s) with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by you or those acting on your behalf in connection with the ownership, maintenance or use of that part of the premises leased to you by the additional insured person(s) or organization(s), subject to the following additional exclusions: This insurance does not apply to: 1) Any "occurrence" which takes place after you cease to be a tenant in that premises. 2) Structural alterations, new construction or demolition operations performed by or on behalf of the person(s) or organization(s) shown in the Schedule. E. Mortgagee, Assignee, or Receiver Any person(s) or organization(s) with respect to their liability as mortgagee, assignee or receiver and arising out of the ownership, maintenance or use of a premises by you. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured person(s) or organization(s). F. Controlling Interest 1) Any person(s) or organization(s) with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. 2) This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. G. Co-owner Of Insured Premises Any person(s) or organization(s) with respect to their liability as co-owner of a premises coowned by you and covered under this insurance. H. Executors, Administrators, Trustees Or Beneficiaries Any executor, administrator, trustee or beneficiary of your estate or living trust while acting within the scope of their duties as such. I. State Or Governmental Agency Or Subdivision Or Political Subdivision - Permits Or Authorizations Relating To Premises Any state or governmental agency or subdivision or political subdivision, subject to the following additional provision: This insurance applies only with respect to the following hazards for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization in connection with premises you own, rent or control and to which this insurance applies: 1) The existence, maintenance, repair, construction, erection or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; or 2) The construction, erection or removal of elevators; or 3) The ownership, maintenance or use of any elevators covered by this insurance. J. Any Person Or Organization You Are Performing Work For Any person(s) or organization(s) with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1) In the performance of your ongoing operations; or 2) In connection with your premises owned by or rented to you. K. Vendors 1) Any person(s) or organization(s) (referred to throughout this endorsement as vendor), but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. However: a. The insurance afforded to such vendor only applies to the extent permitted by law; and CG 71 24 06 22 Includes copyrighted material of Insurance Services Office, Inc., SPECIMEN COPY with its permission. Page 3 of 5 6 of 10 (ABS00) b. If coverage provided to the vendor is 8) "Bodily injury" or "property damage" required by a contract or agreement, arising out of the sole negligence of the insurance afforded to such vendor the vendor for its own acts or will not be broader than that which you omissions or those of its employees are required by the contract or or anyone else acting on its behalf. agreement to provide for such vendor. However, this exclusion does not 2) With respect to the insurance afforded to apply to: these vendors, the following additional (1) The exceptions contained in exclusions apply: Subparagraphs d. or f.; or a. The insurance afforded the vendor (2) Such inspections, adjustments, does not apply to: tests or servicing as the vendor 1) "Bodily injury" or "property damage" has agreed to make or normally for which the vendor is obligated to undertakes to make in the usual pay damages by reason of the course of business, in connection with the distribution assumption of liability in a contract or sale of the products. or agreement. This exclusion does not apply to liability for damages b. This insurance does not apply to any that the vendor would have in the insured person or organization, from absence of the contract or whom you have acquired such agreement; products, or any ingredient, part or 2) Any express warranty unauthorized container, entering into, accompanying by you; or containing such products. 3) Any physical or chemical change in L. Grantor of Franchise the product made intentionally by Any person(s) or organization(s) with respect the vendor; to their liability as grantor of a franchise to you. 4) Repackaging, except when However: unpacked solely for the purpose of 1. The insurance afforded to such additional inspection, demonstration, testing, insureds only applies to the extent permitted or the substitution of parts under by law; and instructions from the manufacturer, and then repackaged in the original 2. If coverage provided to the additional insured container; is required by a contract or agreement, the insurance afforded to such additional insured 5 An failure to make such y will not be broader than that which you are inspections, adjustments, tests or required by the contract or agreement to servicing as the vendor has agreed provide for such additional insured.. to make or normally undertakes to make in the usual course of With respect to the insurance afforded to these business, in connection with the additional insureds, the following is added to distribution or sale of the products; Section III - Limits Of Insurance: 6) Demonstration, installation, If coverage provided to the additional insured is servicing or repair operations, required by a contract or agreement, the most we except such operations performed will pay on behalf of the additional insured is the at the vendor's premises in amount of insurance: connection with the sale of the 1. Required by the contract or agreement; or product; 2. Available under the applicable limits of 7) Products which, after distribution or insurance; sale by you, have been labeled or whichever is less. relabeled or used as a container, part or ingredient of any other thing This endorsement shall not increase the or substance by or for the vendor; applicable limits of insurance. or If there is any difference in coverage afforded to an additional insured in this endorsement and Page 4 of 5 Includes copyrighted material of Insurance Services Office, Inc., CG 71 24 06 22 SPECIMEN COPY with its permission. 7 of 10 (ABS00) that provided under another additional insured endorsement attached to this policy, the broader coverage will apply to that additional insured. 2. Primary And Noncontributory Insurance The following is added to the Other Insurance Condition and supersedes any provision to the contrary: This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. 3. Waiver Of Transfer Of Rights Of Recovery Against Others To Us (Waiver Of Subrogation) - Automatic The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV - Conditions: We waive any right of recovery against any person or organization, because of any payment we make under this Coverage Part, to whom the insured has waived its right of recovery in a written contract or agreement. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person or organization prior to loss. CG 71 24 06 22 Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 5 SPECIMEN COPY with its permission. 8 of 10 (ABS00) THIS PAGE INTENTIONALLY LEFT BLANK !"#!F/o&' ()"+,-./0-1/--2 . /0- 1. &'23456" 78W8346&5&796 2$:; -9=>$:?! ; ! =@ 2$:; 7 C; D! :"=>'&>/g='8 @ ) &$!- M 2S0 ) : ?x9n$:$ ??899$ --�G63?-a<=6$ !$' @158; 15--$ =$ 8=9@>7$; !@A>I!@$ ; 6$ G>14 8-A-186$ ?195C ) &$13$0$/SD °/a@P <A<T-I5@$ !$ 9k39 ) &$! 3$ E$ E$ . K >90 M@ $ L>; NB9$!VB=CmSA ! $} $ 0$ l so ) : ?x9!@"; !8?IU&9$ =' gA <; S>PB$3!98>98 ( >995!$ =8A xA $9$ (09<P(B?I$@�<65R 4&5/' 56 , ; ; <>4 =8A 5;A + 60E&8' . &'32" 78M. F/7G776' 4- 70&" $BH J1=?C:! :" =>". 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G89?=SIn$�; 6$ @>In\B B8=>1!@\W , 74ff; 8 @I=>?I@F?@!=@86$?9<=>; ?8 A9$5$YL!?L$D(&_$Y8=8$8; = 86 18; 686$@B; =& &1 11) 1k +,+!! .1+ T' 33d824 - . / SU98: $; 9<-; ?8$ (—ME'; C 10 of 10 (ABS00) THIS PAGE INTENTIONALLY LEFT BLANK BUSINESS INFORMATION Business Name: WHIRLWIND SERVICES, INC. UBI Number: 601 290 616 Business Type: WA PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 6801 216TH ST SW, MOUNTLAKE TER, WA, 98043-2033, UNITED STATES Principal Office Mailing Address: 6801 216TH ST SW, MOUNTLAKE TER, WA, 98043-2033, UNITED STATES Expiration Date: 12/31/2023 Jurisdiction: UNITED STATES, WASHINGTON Formation/ Registration Date: 12/24/1990 Period of Duration: PERPETUAL Inactive Date: Nature of Business: OTHER SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: WHIRLWIND SERVICES, INC. Street Address: 6801 216TH ST SW, MOUNTLAKE TER, WA, 98043-2033, UNITED STATES Mailing Address: 6801 216TH ST SW, MOUNTLAKE TER, WA, 98043-2033, UNITED STATES GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL TIMOTHY WEINERT GOVERNOR INDIVIDUAL ANDREW NELSON GOVERNOR INDIVIDUAL MATT WEINERT GOVERNOR INDIVIDUAL MAEGEN HOLM Washington State Departrnent of Revenue < Business Lookup License Information: New search Back to results Entity name: WHIRLWIND SERVICES, INC. Business name: WHIRLWIND SERVICES, INC. Entity type: Profit Corporation UBI #: 601-290-616 Business ID: 001 l Location ID: 0001 Location: Active Location address: 18915 142ND AVE NE Mailing address: Excise tax and reseller permit status: Secretary of State status: STE 110 WOODINVILLE WA 98072-3537 6801 216TH ST SW MOUNTLAKE TERRACE WA 98043-2033 Click here Click here Endorsements Endorsements held at this location License # Auburn General Business - Non- BUS-27742 Resident Bainbridge Island General Business - Non -Resident Bellingham General Business 0.59822 Bonney Lake General Business - Non -Resident Burien General Business - Non - Resident Burlington General Business - Non -Resident Covington General Business - Non -Resident DuPont General Business - Non- 4253 Resident Duvall General Business - Non - Resident Page 1 of 3 Filter Count Details Status Expiration date First issuance date Active Dec-31-2023 Sep-14-2022 Active Dec-31-2023 Dec-05-2019 Active Nov-30-2016 Active Dec-31-2023 Aug-20-2009 Active Dec-31-2023 Feb-18-2021 Active Dec-31-2023 Dec-10-2019 Active Dec-31-2023 May-31-2011 Active Dec-31-2023 Nov-22-2017 Active v Dec-31-2023 Dec-09-2019 Endorsements held at this location License # Count Details Status Expiration date First issuance datt Edmonds General Business - Non- NR-026538 Active Dec-31-2023 Jul-30-2009 Resident Federal Way General Business - 08-102195-00-BL Active Dec-31-2023 May-09-2008 Non -Resident Fife General Business - Non- Active Dec-31-2023 Nov-21-2017 Resident Gig Harbor General Business - Active Dec-31-2023 Aug-18-2009 Non -Resident Issaquah General Business - Non- Active Dec-31-2023 Aug-13-2009 Resident Kirkland General Business - Non- OBL-0002959 Active Dec-31-2023 Aug-15-2018 Resident Governing People May include governing people not registered with Secretory o/Stute . Governing people Title HOLM, MAEGEN NELSON, ANDREW WEINERT, MATT WEINERT, TIMOTHY Registered Trade Names Registered trade names Status First issued WHIRLWIND CLEAN AND GREEN Active Feb-06-2012 View Additional Locations The Business Lookup information is updated nightly. Search date and time: 9/5/2023 12:58:48 PM Contact us How are we doing? Take our survey! Don't see what you expected? Check if your browser is supported