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AG 24-033 - TEMPORARY STORAGE OF WASHINGTON, INC.RETURN TO: Mary Jaenicke EXT: 6901 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Parks 2. ORIGINATING STAFF PERSON: George Richen EXT: 6963 3. DATE REQ. BY: 12/25/2023 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 ® 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: Portable Toilet Services Contract 6. NAME OF CONTRACTOR: TEMPORARY STORAGE OF WASHINGTON, INC ADDRESS: PO BOX 995, AUBURN, WA 98071 TELEPHONE 253-833-3111 E-MAIL: HQTOILETS@YAHOO.COM FAX: SIGNATURE NAME: JANSEN LEVEN TITLE 7. EXHIBITS AND ATTACHMENTS: 8 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: UPON SIGNATURE COMPLETION DATE: DECEMBER 31, 2026 9. TOTAL COMPENSATION $ 202,175 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES 9 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES DNO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED A PURCHASING: PLEASE CHARGE TO: 001-7100-331-576-80453 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED 2 PROJECT MANAGER GR 11/30, AG 12/1 © DIRECTOR JG - 12/1/2023 ❑ RISK MANAGEMENT (IF APPLICABLE) Q LAW JE 12/19/23 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE1I2� COUNCIL APPROVAL DATE::?/L 1'a�t 12. CONTRACT SIGNATURE ROUTING � Ja� n ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: / or ❑ 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.) INITIAL/DATE SIGNED V AW DEPARTMENT 'Y % 74- CIGNATORY (MAYOR OR DIRECTOR) 3 TY CLERK ❑ ASSIGNED AG# # ...p COMMENTS: Many changes, comments, and questions included in the document - JE 1015123 2/2017 CITY OF CITY HALL A4! Federal Way33325 Avenue South Federall Way, WA 98003-6325 (253) 835-7000 ►-vuwv a1yofiederalway com GOODS AND SERVICES AGREEMENT FOR PORTABLE TOILET SERVICES This Goods and Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Temporary Storage of Washington, Inc., 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: TEMPORARY STORAGE OF WASHINGTON, INC.: I CITY OF FEDERAL WAY: Jansen Leven PO BOX 995 Auburn, WA 98071 253-833-3111 (telephone) The Parties agree as follows: Autumn Gressett 33325 8th Ave. S. Federal Way, WA 98003-6325 (253) 253-835-6914 (telephone) 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 accomplish the correction. GOODS AND SERVICES AGREEMENT - 1 - 4/2023 CITY OF A" '4.. Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 83- 7000 wivwcrfyoffedervlway com 2.3 Time, Documentation andInspection. Work shall begin immediately upon the effective date of this Agreement. Work shall be subject, at all times, to observation and inspection by and with approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Agreement, notwithstanding the City's knowledge of defective or non -complying performance, its substantiality or the ease of its discovery. 2.4 Clean Up. At any time ordered by the City and immediately after completion of the Work, the Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other parry 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 Tenn. 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 Nan -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under GOODS AND SERVICES AGREEMENT - 2 - 4/2023 CITY OF CITY HALL Federal Way 33325 Avenue South Federal Way, WA 98003-6325 (253) 835-7000 m,/tvcilyoffedera/way.com this Agreement for any future fiscal period, the City will not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.5 Final Payment: Waiver of Claims. Contractor's acceptance of final payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for final payment is made. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub -contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 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 GOODS AND SERVICES AGREEMENT - 3 - 4/2023 clsr Of CITY HALL Fe d e ra I Way Feder l Avenue South Federal Way, WA 98003-6325 (253) 835-7000 wwav a1yoffederafway corn 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 occulTence 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 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 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 expiation 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 maybe 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 maybe 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 funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review GOODS AND SERVICES AGREEMENT - 4 - 4/2023 4S CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www tRyoffederaf way com 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 OSHAIWISHA requirements, Safety and Health Standards for Construction Work (Chapter 296-155 WAC), General Safety and Health Standards (Chapter 296-24 WAC), and General Occupational Health Standards (Chapter 296-62 WAC). Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer, gas, steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Work. The Contractor shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same. 10.3 Risk of Work. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives GOODS AND SERVICES AGREEMENT - 5 - 4/2023 4SCITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 wmv cityoffederfatway com against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Partyprior 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 other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict GOODS AND SERVICES AGREEMENT - 6 - 4/2023 4! cirY OF AN Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 wwwcr1yoffsder9M,ay com 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 patties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit maybe filed in any other appropriate courtin 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 maybe 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 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. cilyoffederahvay.com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: DATE: ATTEST: APPROVED AS TO FORM: *Ryll,ACityAorney GOODS AND SERVICES AGREEMENT - 8 - 4/2023 CITY OF CITY HALL Federal Way33325 8th Avenue South Federal Way, WA 9$003-6325 (253) 835-7000 mm a 1yoi9'ederalway com TEMPORARY STORAGE OF WASHINGTON, INC.: By: zgi r/ Printed Name: (.)}j rj Title: DATE:/2�22-3 S OF WASHINGTON ) ss. COUNTY OF ) On this day personally appeared before me a 110' 60Qq to me known to be the _ otiSi�t of Temporary Storage of Washington, Inc. that executed the within and 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 or she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN under my hand and official seal this I c� day of F-t� e g g Q,4 _2024. NE q �' y� ti. Notary's signature a'` �P •'''ss�o � .'� Notary's printed name k _0 A ' C1 n s ? �' Notary Public in and for the State of Washington. a + pOTAR V. : My commission expires Is eAZ •.. 07-15 ... a+c,YVA5 \\Ne. GOODS AND SERVICES AGREEMENT - 9 - 4/2023 CITY OF Federal Way EXHIBIT A SERVICES 1. The Contractor shall do or provide the following: CITY HALL 33325 8th Avenue $oath Federal Way, WA 98003-6325 (253) 835-7000 svtm cityot9ederalway com Maintain, sanitize, and keep in safe and good working condition, portable toilets within specified parks on a monthly basis, emergency basis, and special event basis for the City of Federal Way. The contractor shall keep all units in good working order, which shall include ensuring the following for each unit: a working door lock and handle, unbroken toilet seat, unbroken toilet paper holder, a door that opens and closes properly with the door spring in working order, screens in place and unbroken, no leaks in the tank, ramp properly affixed to the unit, and no holes in the unit. All leased units will receive service weekly, except where noted otherwise. A. Monthly leased units for parks are located as follows: 1. Brooklake Blueberry Farm — 726 S 356th St a. 1 ADA unit b. 1 Standard unit 2. French Lake Off Leash Dog Park — 31531 1 st Ave S a. 1 Standard unit 3. Lakota Park — 31334 SW Dash Point Rd a. 1 ADA unit 4. Palisades Park — 5039 Dash Point Rd a. 1 Standard unit 5. Steel Lake Park — 2410 S 312th St a. 2 Standard units @ site 5 b. 1 Standard unit @ Basketball Court 6. Steel Lake Operations & Maintenance Facility — 31130 28th Ave S a. 1 Standard unit B. City of Federal Way owned ADA units shall receive service twice weekly and are located as follows: 1. Panther Lake Trailhead — 550 Campus Dr. SW a. 1 ADA unit 2. West Hylebos Wetlands Park — 411 S 348th St a. 1 ADA unit C. Orders for units needed for special events or emergencies will be ordered by the Contractor Administrator or Parks Department representative in writing. A minimum of one week's notice will be given by city on special event orders. GOODS AND SERVICES AGREEMENT - 10 - 4/2023 �Fecieral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 sa mcityoffederatwaycom D. Environmentally friendly (non -pollutant and biodegradable) products shall be used for all cleaning, sanitizing, and deodorizing functions. E. Each monthly unit will be serviced once per week. F. Any special event or emergency unit on site for two weeks or more shall be serviced once per week. G. Each weekly unit cleaning shall include: 1. Removing the waste from the toilet tank and refilling with a biodegradable chemical additive. 2. Supplying the unit with not less than three rolls of toilet paper. 3. Removing debris and litter from the inside of the unit and disposing of the debris properly. 4. Removing debris and litter from the exterior of the unit in a five-foot radius around the unit. 5. Cleaning of the interior and exterior of the unit to remove dirt, biohazards, and graffiti. 6. Conducting minor, in -field repairs, to include fixing a door lock, repairing or replacing a toilet seat, door handle, door spring, vent screens and toilet paper holder, and realigning the ramp as -needed and identified by the Contractor or as directed by the City's Contract Administrator. 7. Supplying the unit with hand sanitizer dispenser and refilling with solution. H. In the event a unit is damaged or inoperable, Contractor shall provide a replacement within 48 hours of notification from the City. GOODS AND SERVICES AGREEMENT - 11 - 4/2023 CITY OF h Federal Way EXHIBIT B COMPENSATION CITY HALL 33325 8th Avenue South Federat Way, WA 98003-6325 (253)835-7000 wivav a1yoffederafway com 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Two Hundred Two Thousand One Hundred Seventy -Five and 00/100 Dollars ($202,175.00). 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 unit charge rate schedule for Contractor's services as shown below a. Standard Unit/ monthly rental with weekly service $110 i. No charge for delivery or pick-up b. ADA Unit/ monthly rental with weekly service $160 i. No charge for delivery or pick-up c. Service on City owned unites $40 i. Monthly rate with weekly service d. Extra service requests, one-time $40 i. Cost is per unit, per service e. Extra service request, monthly $40 i. Cost includes weekly service f. Service for tipped over/vandalized unit $60 i. Cost is per unit, per service g. Weekend service rate $150 i. Cost is per unit, per service h. Hand Sanitizer $10 i. Cost is per unit, per service i. Hand Wash Station $110 i. Cost is per unit, per event J. Full Replacement Cost (if damaged) $250 i. Cost is per unit, includes standard and ADA k. Hand Wash Station Full Replacement (if dainaged) $250 i. Cost is per unit GOODS AND SERVICES AGREEMENT - 12 - 4/2023 CITY OF Federal Way EXHIBIT C CERTIFICATE OF INSURANCE CITY HALL 33325 8tth Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.. ci[ yofi a dsr'v ism y cam GOODS AND SERVICES AGREEMENT - 13 - 4/2023 DATE (MM/DD/YYYY) ACCoR" CERTIFICATE OF LIABILITY INSURANCE 01 /0212024 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terns 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 South Sound Insurance Inc. 402 East Main St Ste 110 Auburn, WA 98002 Kim nsurance.com AFFORDING COVERAGE _ INSURER A: scottsuaie Insurance LLOm an INSURED INSURER B : Tempory Storage of Washington Inc — DBA Headquarters Portable Toilets INSURERC: PO Box 995 INSURER D : Auburn, WA 98071 INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: 00005153-54089 REVISION NUMBER: 4 NAIL # THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE AODL USR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MM/DD MMIDDIYYYY A X COMMERCIAL GENERAL LIABILITY Y Y CPS7912467 12/15/2023 12115/2024 EACH OCCURRENCE $ 2,000,000 CLAIMS MADE OCCUR PR! M SES fEa occuAGE TO RENI rrence $ 100,000 MED EXP (Any one Derson) $ 5,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY a JE 0 LOC PRODUCTS - COMP/OP AGG $ 2 OOO OOO $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea a clden! $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE P r den! $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY UMBRELLA LIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUI OFFICER/MEMBER EXCLUDED? N / A PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT S DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) City of Federal Way is listed as addtional insured per form CG 2033 12 19. Policy includes Waiver of Subrogation per attached form CG 2453 12 19 and Primary non contriburtory per attached form CG 2001 12 19 L.Cr%r rreC.M r c n{JLUCI[ UAN t..CLLA I IUN City of Federal Way 33325 8th Ave S Federal Way, WA 98003 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 Iir -1 F' ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Printed by KSP on 01/02/2024 at 01:40PM 12/19/23, 12:12 PM Washington State Department of Revenue Washington State Department of Revenue < Business Lookup License Information: New search Back to results Entity name: TEMPORARY STORAGE OF WASHINGTON, INC. Business TEMPORARY STORAGE OF WASHINGTON, INC. name: Entity type: Profit Corporation UBI #: 601-434-061 Business ID: 001 Location ID: 0001 Location: Active Location address: Mailing address: 3401 C ST NE AUBURN WA 98002-1747 PO BOX 995 AUBURN WA 98071-0995 Excise tax and reseller permit status: Click here Secretary of State status: Click here Governing People May include governing people not registered with Secretary of State Governing people Title https://secure.dor.wa.gov/gteunauth/_/#3 1 /2 12/19/23, 12:12 PM Washington State Department of Revenue Governing people LEVEN, JANSEN SPENCE, CARLY The Business Lookup information is updated nightly. Search date and time: 12/19/2023 12:11:53 PM Contact us How are we doing? Take our survey! Don't see what you expected? Check if your browser is supported https://secure.dor.wa.gov/gteunauth/—f#3 2/2 12/19/23, 12:05 PM Corporations and Charities System BUSINESS INFORMATION Business Name: TEMPORARY STORAGE OF WASHINGTON, INC. UBI Number: 601 434 061 Business Type: WA PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 3401 C ST NE, AUBURN, WA, 98002, UNITED STATES Principal Office Mailing Address: PO BOX 995, AUBURN, WA, 98071-0995, UNITED STATES Expiration Date: 12/31/2024 Jurisdiction: UNITED STATES, WASHINGTON Formation/ Registration Date: 12/29/1992 Period of Duration: PERPETUAL Inactive Date: Nature of Business: OTHER SERVICES, PORTABLE TOILETS REGISTERED AGENT INFORMATION Registered Agent Name: JANSEN LEVEN Street Address: 10318 236TH AVE E, BUCKLEY, WA, 98321-9724, UNITED STATES Mailing Address: PO BOX 995, AUBURN, WA, 98071-0995, UNITED STATES GOVERNORS Title GOVERNOR GOVERNOR Governors Type INDIVIDUAL INDIVIDUAL Entity Name First Name JANSEN CARLY Last Name LEVEN SPENCE https://ccfs.sos.wa.gov/?_gl=1 *1 nkze79*_ga*MTMyNjk4NzA2OS4xNjE3MzkONzk4*_ga_7B08VE04WV*MTcwMzAxNjl2MS4zLjEuMTcwMzAxNjl4Mi4... ill