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AG 11-001r t,T�� R� �,�o: [ X1� CITY OF FEDFRAL WAY L�W DEP�RT ROUTING FORM ORIGINA"I'ING DEP7�./DIV: Poi.icf-: DF��f�arMr:ti�i ?. ORIGIN�ITING STAFF PERSON: KRisTi;N GRI:G(�rtv EXT: 6769 3. DATE REQ. BY:_12/28/] 1__ 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) - ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT X PROFESSIONAI. SERVICE AGREEMENT 0 MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT �E.G. BOND RELATED DOCUIvfEN'CS) � ORDINANCE ❑ RESOLUTION X CONTRACT AMENDMENT (AG#):�-�_ ❑ INTERLOCAL ❑ OTHER 5. PROlECT NAME: _PO[.icE DxY cLE.a�virr� SExvicES S� „►,� P� ,,�. -� � I 6. NAME OF CONTRACTOR: E1v1PIRE CLEANExS Itvc., DBAJOHN'S CLEANERS ADDRESS: 629 R[CxlvtotvD BEACH RO,w TELEPHONE 206-542-2653 E .10HNSCLEANERS@LIVE.COM FAX: 206 SIGNATURE NAME: Joxtv KASPERBauEx TITLE Owt�IER 7 8. 9. EXHIBITS AND ATTACHMENTS: O SCOPE WORK OR SERVICES ❑ COMPENSATION � INSURANCE REQUIREMENTS/CERTIFICATE O ALL OTHER REFERENCED EXHIBITS ❑ PRO F OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES � PRIOR CONTRACT/AMENDMENTS ��I��I�a TERM: COMMENCEME � DATE: ..�f'�f�6 COMPLETION DATE: _12/31/2013 1l , ��0 � TOTAL COMPENSATIO -33;9A9-9� PER YE �� I�CLUD EXPENSES AND SALES TAX, IF ANY� ([F CALCULATED ON HOURLY LA$OR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:D�s �NO IF YES, MAXIMUM DOLLARAMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR O CITY ❑ PURCHASING: PLEASE CHARGE TO: PO#062820 001-2100-094-521-11-415 10. DOCUMEIVT/CONTRACT REVIEW INITIAL/ DATE REVIEWED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ WSKMANAGEMENT (�F�Pt,IC.e,BLE) ❑ LAW (J \�--(p � 11 S�t �X;�sv� INITIAL / DATE APPROVED 11. COUI�iCIL APPROVAL (�F P,PPLICABLE) COMM(TTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING O SENT TO V ENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAW DEPARTMENT ❑ SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK O ASSIGNED AG# � SIGNED COPY RETURNED COMMENTS: S�tc n��tn .v.l? � lit 1 INITIAL / DATE SIGNED AG# G f��1 v�c,�,� ,� c� �� I •.UUI DATE SENT: tl/9 . ` G7v OF CITY HALL ,,.�..;, Fe d e ra I Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 �vww ciryofiederalwpy com AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR POLICE UNIFORM AND DRY CLEANING This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Empire Cleaners Inc., DBA John's Cleaners, a"Washington corporation" ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the parties, agree to amend the original Agreement for Police Uniform and Dry Cleaning ("Agreement") dated effective January 6, 2011, as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, sha11 be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2013 ("Amended Term"). 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, is hereby ra.tified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 1 /2010 � CITY OF '�,,�...., Federal ay � HALL 25 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www atyoffederahvay com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY gy .-�--�- Brian J ilson, Chief of Police DATE: /�/���3�i .� Empire Cleaners Inc., DBA John's Cleaners B � � Printe Name:� ° �1N �, 1�� S P� G�Q�b��,� f� Title: ���� DATE: I � �� 1�� STATE OF WASHINGTON ) ) ss. COUNTY OF N, On this day personally appeared before me j���,.,,�, IZ.� ��.r ra.u. ��(to me known to be the � r � S; �� p,,,�,-� of fi w. �n ; r� e. � t��, e r 1 �� i.,.�,'S CI e�,s�.�t 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, a�t�-e� eath sta+P� +ha* hP�� °•----`''��'��`' *� °..�°..`� �� ;"�'".`°' GIVEN my hand and official seal this �� day of ���., �,�b ;� , 20�. �``,` � � � � . . . » � 11 I 11 / ±'- �+� �� �/��/ .�1 i `'j ���s '4 i M� � _•- � •��,� � � = ��l � n��8.1g ���= ��, Notary's signature � �� . ��, „ _ Notary's printed name . ,� �-,e. ,� ( (�,.� Notary Public in and for the State of Washington. My commission expires 3 0?� � j.,,,� AMENDMENT - 2 - 1/2010 cirr oF Federal Way 33325 8th Ave. South Federal Way, WA 98003 VENDOR: 012611 JOHN'S CLEANING SERVICES INC 629 NW RICHMOND BEACH ROAD SHORELINE, WA 98177 FOB Point: Terms: Net 30 Req. Del. Date: SpeCk111nst: PD-DRY CLEANING SVC AG11-001 Page 1 / 1 �A't`E ' ., ' Pf� �[UMB�i�.., : 1/26/2011 062820 SHIP TO: FEDERAL WAY CITY HALL 33325 8TH AvE SOUTH PO BOX 9718 FEDERAL WAY, WA 98063-9718 Req. No.: Dept: � , ,�< . , � Contact: STEVE �TEA �° �'.Ofl�Rlllflg� Y2S < ntiu �i i. �` PD-DRY CLEANING SVC AG11-001 I � 16,000.00 ' O1/0!1I11 - 12f3I./2�12'' SUBTOTAL BILL TO: CITY OF FEDERAL WAY TAX 33325 8TH AvE SOUTH FREIGHT PO BOX 9718 TOTAL FEDERAL WAY, WA 98063-9718 16,000.00 0.00 0.00 16,000.00 Authorized Signature VENDOR COPY Atnhorized Signature (over a1,000) CITY OF FEDERAL WAY PURCHASE TERMS AND CONDITIONS THE PURCHASE ORDER CONTRACT INCLUDES THE FOLLOWING TERMS AND CONDITIONS AND INCLUDES, BUT IS NOT LIMITED TO , THE INVITATION TO BID, REQUEST FOR QUOTATION, SPECIFICATIONS, PLANS AND PUBLISHED RULES AND REGULATIONS OF THE CITY OF FEDERAL WAY PURCHASING DIVISION AND THE LAWS OF THE CITY OF FEDERAL WAY AND THE STATE OF WASHINGTON, WHICH ARE HEREBY INCORPORATED BY REFERENCE. VENDOR AND PURCHASER AGREE AS FOLLOWS: 1. DELIVERY. For any exception to the delivery date as specified on this order, Vendor shall give prior notification and obtain written approval thereto from the Purchasing Coordinator or appropriate representaGve with respect to delivery under this order. Time is of the essence and the order is subject to termination and/or appropriate damages for failure to deliver as specified. 2. PACKAGING. No charge will be allowed for packaging, boxing, handling or transportation costs except as specified on this order. 3. SHIPPING INSTRUCTIONS. Unless othervvise specified, all goods are to be shipped prepaid, F.O.B. Destination. Where shipping addresses indicate room numbers the vendor shall make delivery to that location at no additionai charge where specific authorization is granted to ship goods F.O.B. shipping point. Vendor agrees to prepay all shipping charges, route as instructed or if instructions are not provided, route by cheapest common camer and to bill the Purchaser as a separate item on the invoice for said charges. Each invoice for shipping charges shall contain the original or a copy of the bill indicating that the payment for shipping has been made. Purchaser reserves the right to refuse COD shipments. 4. RISK OF LOSS. Regardless of F.O.B. point, Vendor agrees to bear ali risks of loss, injury or destruction of goods and materiais ordered herein which occur prior to delivery. Such loss, injury or destruction shall not release Vendor from any obligations hereunder 5. CHANGES. No aiteration in any of the terms, conditions, delivery price, quantity, quality, or specificaGons of this order will be affective without written consent of the Purchaser for its acceptance prior to shipment. 6. SAVE HARMLESS. Vendor shall protect, indemnify and save Purchaser, its officers, agents, servants and employees harmless from and against any damage, cost or liability of any nature for any injuries to persons or property arising from acts or omissions of Vendor, his employees, agents or subcontractors howscever caused. 7. INFRINGEMENTS. Vendor agrees to protect and save harmless the Purchaser against all claims, suits or proceedings because of use of copyrighted, or un- copyrighted composition, secret process, patented or un-patented invention, artiGes or appliances furnished or used under this order, and to assume all expenses and damages arising from such claims, suits, or proceedings. 8. REJECTION. Ail goods or materials purchased herein are subject to approval by the Purchaser. Any rejection of goods or material resulting because of nonconformity to the tertns and specifications of this order whether held by the Purchaser or returned, wiil be at Vendor's risk and expense. 9. ASSIGNMENTS. The provisions or monies due under this contract shall only be assignable, in whole or in part, with the prior written approval of the Purchasing Coordinator or approved representative of the City of Federal Way. 10. PAYMEN7S, CASH DISCOUNT, LA7E PAYMENT CHARGES. Invoices wifl not be processed for payment nor will the period of computaUon for cash discount commence until receipt of a properly completed invoice or invoiced items, whichever is later. If an adjustment in payment is necessary due to damage or dispute, the cash discount period shail commence on the date final approval for payment is authorized. 11. WARRANTIES. Vendor warrants that articles supplied under this order conform to specifications herein and are fit for the purpose for which such goods are ordinarily employed, except that it a particular purpose is stated, the material must then be fit for that particular purpose. 12. FORCE MAJEURE. Neither party shall be held responsible for failure or delay in the fulfiliment of conditions of this conVact or purchase order if the cause is not within the control of the party whose pertortnance is interfered with and which, by the exercise of reasonable diligence, said party is unable to prevent. 13. GRATUITIES. The Purchaser may, by written notice to the Vendor, cancel this contract if it is found by Purchaser that Vendor or any agent or representative ot Vendor, offered or gave gratuities, in the form of entertainment, gifts or othenvise, to any officer or employee of the City of Federal Way with a view toward securing a contract or securing favorable treatment with respect to the awarding of this contract, in violation of the City ot Federal Way Code of Ethics. 14. TAXES. Unless otherwise indiqted, the Purchaser agrees to pay all State of Washington sates or use tax. Vendor shall comply with and be responsible for all federal, state, and local taxes and licensing requiremenis. When applicable, Purchaser agrees to furnish Vendor, upon acceptance of articles supplied under this order, with an exemption cert�cate. 15. TERM. This purchase order is valid tor current fiscal year only. Orders for any services or goods which have not been received or delivered by December 31 of the current year shaii be considered cancelled without further notice. 16. TERMINATION. In the event of a breach by Vendor of any of the provisions of this contract, the Purchaser reserves the right to cancel and terminate this conUact forthwith upon giving an Oral w written notice to Vendor. Vendor shall be liable for damages suffered by Purchaser resulting from Vendor's breach of contract. 17. NONDISCRIMINATION AND AFFIRMATIVE ACTION. Vendor agrees not to discriminate against any Gient, employee or applicant for employment or services because of race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical disability with regard to, but not limited to, the foilowing employment upgrading, demotion or transfer, recruitment or recruitment advertising, lay-offs or terminations, rates of pay or other forms of crompensation, selection for Vaining or rendition of services. It is further understood that any vendor who is in violation of this clause or an applicable Affirmative Action Program shall be barred forthwith from receiving awards of any purchase order from the City uniess a satisfactory showing is made that discriminatory practices or noncompliance with applicable A�rmative Action Pragrams have tetminated and that a recurrence of such acts is unlikely. 18. DEFAULT. Vendor covenants and agrees that in the event suit is instituted by the Purchaser for any default on the part of the Vendor, and the Vendor is adjudged by a court of competent jurisdiction to be in default, he shall pay to the Purchaser all costs, expense expended or incurred by the Purchaser in connection therewith, and reasonable attomey's fees. The Vendor agrees that the Superior Court of the State of Washington shall have jurisdiction over any suit, and that venue shall be laid in King County. 19. IDENTIFICATION. All invoices, packing lists, packages, shipping notices, and other written documents affecting this order shall contain the applicable purchase order number. 20. LIENS, CLAIMS AND ENCUMBRANCES. Vendor warrants and represents that all the goods or materials ordered herein are free and clear of all liens, claims or encumbrances of any kind. 21. ANTI-TRUST. Vendor and the Purchaser recognize that in actual economic practice overcharges resulting from anti-trust violations are in fact Bome by the Purchaser. Therefore, Vendor hereby assigns to the Purchaser any and all claims for such overcharges. 22. BRANDS. When a special brand is named it shall be construed solely for the purpose of indicating the standard or quality, pertormance or use desired, Brands of equal quality, performance, and use shall be considered, provided Vendor specifies the brand and model and submits descriptive literature when available. 23. ACCEPTANCE. BY ACCEPTING THIS PURCHASE ORDER IN WRITING OR BY DELIVERING THE MATERIAL ORDERED, YOU ACCEPT AlL OF THE TERMS AND CONDITIONS SET FORTH. FORMAL OBJECTION IS HEREBY MADE TO ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY VENDOR AS A CONDITION OF ACCEPTANCE OR DELIVERY INSTRUCTIONS FOR USE OF PURCHASE ORDER VENDOR: Upon completion of the order, an invoice reflecting all costs relating to the order shaN be submitted to the City of Federal Way Accounts Payable Department, 33325 Sth Ave. South, P.O. Box 9718, Federal Way, WA 98063-9718. The completed purchase order wilt be paid according to the current schedule available from Accounts Payable. DATE IN: I DATE OUT: 1 TO: CI:TY OF FEDERAL WAY LAW DEPARTM�NT' REQUEST FOR CONTRACT PREPARATION/DOCUMENT REVIEW/SIGNATURE ROUTING SLIP 1. ORIGINATII�G DEPT./DIV: FEDERAL WAY POLICE DEPARTMENT 2. ORIGINATING STAFF PERSON STEVE NEAL & LYNETTE ALLEN EXT: 6717 oR 6701 3. DATE REQ. BY: 4. TYPE OF DOCUMENT REQUESTED (CHECK ONE) X PROFESSIONAL SERVICE AGREEMENT � SECURITY DOCUMENT (E.c. nGxEEn�rrr a� ❑ MAINTENANCE/LABOR AGREEMENT PERF/MAIN BOND; ASSIGNMENT OF FUNDS IN LffiU OF BOND) ❑ PUBLIC WORKS CONTRACT ❑ CONTRACTOR SELECTION DOCUMENT ❑ SMALL PUBLIC WORKS CONTRACT (E.G., �s, xFr, �Q> �t,ESS �rxniv a2oo,o00> ❑ CONTRACT AMENDMENT AG#: ❑ PURCHASE AGREEMENT> ❑ CDBG (MATERIALS, SiJPPLIES, EQUIPMENT) ❑ REAL ESTATE DOCUMENT ❑ OTHER 5. PROJECT NAME CONTRACT FOR DRY CLEANING SERYICES 6. NAME OF CONTRACTOR: Jo[-nv's eLE.�vExs ADDRESS: 629 NW RICHMOND BEACH ROAD, SHORELINE, WA.98177 TELEPHONE 206.542.2653 SIGNATURE NAME: TITLE 7. ATTACH ALL EXHIBITS AND CHECK BOXES X SCOPE OF SERVICES X ALL EXHIBITS REFERENCED IN DOCUMENT ❑ INSURANCE CERTIFICATE ❑ DOCUM NTAUTHORIZING SIGNATURE ,-� ����o� �l t 8. TERM: COMMENCEMENT DATE_ COMPLETION DATE_ _���� � I�, a E( COMPLETION DATE: 9. TOTAL COMPENSATION ��Q �__ (INCLUDE EXPENSES AND SALES TAX, IF ANY� (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 10. CONTRACT REV[EW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT ❑ LAW ❑ YES ❑ NO IF YES, $ 11. CONTRACT SIGNATURE ROUTING ❑ LAW DEPARTMENT ❑ CITY MANAGER �ITY CLERK ❑ SIGN COPY BACK TO ORGINATING DEPT ❑ ASSIGNED AG# � � DQ� ❑ PURCHASING: PLEASE CHARGE TO: COMMENTS INITIAL/DATE APPROVED PAID BY: � CONTRACTOR ❑ CITY INITIAL/DATE APPROVED I�J � 11-1� - Lo n D n� p ��e�—tz� INIT /DATE APPROVED INITIALlDATE APPROVED �-1— � 1 � 1 l 10/09/02 CITY OF CITY HALL �.... Fe d e ra 1 Way 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 sviv�v: cityo ffederahvay cam PROFESSIONAL SERVICES AGREEMENT FOR POLICE UNIFORM AND DRY CLEANING This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipa� corporation ("City"), and Empire Cleaners Inc., DBA John's Cleaners ("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: Empire Cleanser Inc., DBA John's Cleaners CITY OF FEDERAL WAY: �� John Kasperbauer, Owner Federal Way Police Deparhnent, Cmdr Stephan Neal 629 Richmond Beach Road 33325 8` Ave. S. Shoreline, WA 98177 P.O. Box 9718 Federal Way, WA 98063-9718 (206) 542-2653 (telephone) (253) 835-6717 (telephone) (206) 542-7019 (facsimile) (253) 835-6739 (facsimile) 'ohnscleaners live.com Ste han.neal ci offederalwa .com The Parties agree as follows: 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than December 31, 2011 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. SERVICES. The Contractor shall perform the services more specifically described in Eachibit "A", attached hereto and incorporated by this reference ("Services"), in a manner consistent with the accepted professional practices for, other similar services within the Puget Sound region in effect at the time those services are performed, 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. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services 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. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and 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 Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. 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 above. 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 Services, 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. �'ROFESSIOti��L S�-�ti �GF:� r;;�IC:`v"I - 1 - 1�'7_O10 CITY Of �,,., Federal CITY HALL Way 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 �vww crtyoffEderahv�3y com 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 Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Ageement, 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. 43 Non-A�propriation 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 Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDENINIFICATION. 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 acts, errors or omissions of the Contractor in 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 ar programs. The Parties 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. PROFESSIONAL SERVICES AGREEMENT - 2- 1/2010 � CITY OF ,�� Federal CITY HALL �� 33325 8th Auenue South • PO Box 9718 Y Federal WBy, WA 98063-9718 (253) 835-7000 wnvw c�lynifederalwef=com 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 Contcactor, their agents, representatives, employees or subcontractors, as provided in Exhibit "C" , attached hereto and incorporated by this reference, for the duration of the Ageement and thereafter with respect ta any event occurring prior to sucb expiration or termination. The provisions of this Sectian sttall survive the expiration or tercnination of this Agreement. 7. CONFIDENTIALI'I`Y. All information regarding the City obtained by Contra+ctor 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 wilt 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, tayouts, designs, design specifications, zecorcts, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shalI belong to the City upon delivery. The �ontractor shalt make such data, doeuments, and files avai�able to the Eity and sfiall del.iver aIl needed or contracted for work product upon the City's request. At the expiration ar 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 Contra.ctor agrees to maintain books, records, and documents which sufficiently and properly reflect alI direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governrnental officials authorized by law to monitor this Agreement. 1Q. INDEPEI�FDENT CONTRACTOR The Parties intend that the Contractor sfiall 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 or other taX which may arise as an incident of employment. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for #hat purpose. 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. The Contractor shall pay all income and other ta�ces due 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. 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. PRO�'ESSIOti��14. SERVI{'ES ACTREEMFN"C - 3- 1!201!:� � qTY OF CITY HALL � Federal Wa �25 8th Avanus Soutlt • PO Box 9718 �'�� _ � Faderal Way, WA 98063-9718 (253) 835-7000 www.c►nrolfaderahyay.com , 12. EOUAL OPPOR'FUNTrY EMPLOYER In aIl services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shatl be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, age�ts, 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, rnentat or physical handic�ps, unless based upon a bona fide occupati�nal qualification in rela�ionship to hiring and employment. Tiiis requirement shall apply, but not be limited to the follov��ng: employment, advertising, layoff or termination, ra.tes of pay or other forms of compensation, arnd selection for training, including apprenticeship. Contractor shatl 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, 2t.5 and 26, or any other applicable federal, state, or local �aw or regulation rega�ding non-discrimination. 13. �ENERAL PROVISIONS. I3.1 Interpretation and Madification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter eovered or mentioned in'this Agreement and no prior staxements or agreements, whethec 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 respecEive captions of the, Sections of this Agree�nent are inserted for convenience of reference only and shall not 6e deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is decla,red invalid, inoperative, null and void, or ilTegal 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 modif ed 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 otlier 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, sta.te, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mail'ing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act PROFESSIONAL SERVICES AGREEMENT - 4- 1/2010 , � CITY OF ;� Federal CITY HALL �� 33325 8tl� Avenus South • PO Box 9718 � Federal Way. WA 98063-9718 (253) 835-7000 www dt�rotfederalway com as a waiver of the City's right to declare another breach or default. This Ag�eement 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 Agneement, the exclusive means of resolving that dispute, difference, or elaim, 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 Cotuity 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 anc� federal courts in King County, Washington and waives any objection that such courts are an. inconvenient fonim. If either PaFty brings any claim or lawsuit arising from this Agreement, each Party shall pay all its tegal costs and attorney's fees and expenses incurred in defending or bringing such ciaim or lawsuit, including all appeals, in addition to any other recovery or award provided by Iaw; provided, however, however nothing in this paragraph shall6e construed to limit the Parties' rights to indemnification under Section 5 of this Agreemeirt. 13.5 Execution. Each individuat executing this Agreement on behalf of the City and Contractor represents and wa,mants that such individual is duly au�orized to execute and detiver this Agreement. This Agreemeat ma.y be executed in any number of counterparts, each o€ which shalt be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such countecparts shall be construed together and shall constitute one inst�vment, but in making proof hereof it shall only be .necessary to produce one such counterpart. The signature and acknowledgment pages from such eounterparts may be assembled together to form a single instiument comprised of all pages of this Agreement and a complete set of atT signature and acknowledgment pages. The dgte upon whic� the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutuat execution" hereof. {Signature Sheet Below} ; ��, , r � r x-;.; {::,': , � : v.: � ;. � �; �y z �') ,, �":.... �i . w,, � a , '�9 '•�a �,`� �. '� . - r'^. ;' Fa ' • }.`•' �.• ' ��� .�a,., � � PR�FES>IOtiAL S�?IZVICES AGREENIENT - �- l/201i�3 ` UTY OF ;�� Federal CITY HALL Wa �a5 stn avenue s«,n, • PO Bo�c 9718 Y FederaF Way. NVA 98063-9718 (253} 835-7000 ►Nwrr crtyotfealeraM'ay com Il'J WITNESS, the PaRies execute this Agreement below, effective the last date written below. CiTY OF FEDERAL WAY ATTEST: , ahlan S. Priest, Mayor City Clerk, CaroI M Neill C I)ATE: / zo / Empire Cleaners Inc., DBA John's Cleaners B � • Prin l�iame: �� �� 4. K�.�p�� 8��1� I� Title: ( �1� S DA'FE: �' �� ! 1 STATE OF WASHINGTON ) ) ss. COUNTY OF ) APPROVED AS TO FORM: � City Attorn Patricia A Ric n On this day personally appeared before me ?"�,�,�,�, O.►�o,S D e.��a:u.c�� to me known to be the ? ��� ���,.,,�-� of �? =� -.► e �,. ,,,. � s [ N e a `s 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 he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this j,�,j�,� day of � �,,,,� .,s.� , 20�,1,. `` ����\���\11�1�� ' �� � �"�E q�� ���� Notary's signature � S� Q�..� = �,.�...,,,�„���� i ° �' _ v_ ; � `g 510N F�;� � , F,L i��� Notary's printed name � i ; o � ro tAR ` 'p�'; i Notar Public in and for the State of Washington. �, . � % %" - ' ` = % My commission expires 3 � �L ( � ; � � i � i A G � � i N � 4, ���` = �_ ���// 9 �� ���3 ` � 6 \ �,� _ � _ i�� f p� PROFESSION9L SERVICES AGREEMENZ' - 6- 1/2010 � GTY OF �;".� Federal Way EXHIBIT "A" SERVICES 1. The Contractor shatl do or pravide the following: A. Drv Cleanin� Services CITY HALL 33325 8th Awnue South • PO Box 9718 Federai Way. WA 98063-9718 (253) 835-7000 wxa+! cdyroA�alersfi�vay! com • Pick-up and delivery five (5) days per week with a 24-hour turn arouad. • Special handling and cleaning of articles contaminated with blood borne pathogens (i.e., Hepatitis, HN/AIDS virus, eta) or other medical /biohazazds and non-medical chemicals. • Water repelling for outer garments, • Recycling program. I. Uniformed Personnel Uniformed staffing levels are at appro�mately 104 oi�icers. Per week, each employee is authorized to receive a military press and dry cleaning service for the following articles of clothing: a. Uniform shirt: 3 each b. Uniform pants: 3 each 2. Plainclothes Personnel Non-uniformed staffing levels are at approximately 9 command staff and 33 detectives. Per week, each employee assigned to a non-uniformed position is authorized to receive dry cleaning services for the following articles of clothing: a. Suit jacket or sports coat: 1 each b. Suit pants or slacks 2 each c. Shirt or blouse 2 each On average the Federal Way Police Department has 500 items cleaned per month. This average is variable based on time of year as well as officers wearing alternative uniforms i.e. wash and wear jumpsuits (cleaned at home by officers) A typical month would include the following items: a. Uniform pants/ shirts 60 b. Pants or slacks 180 c. Male shirts 130 d. Female shirts/blouses 70 e. "polo" style shirts 60 PRC).� ESSIOtiAI. SFI�ti'IC�;S A�REE�1Eti1 - 7- 1;'?ui0 aTr oF eiN �� � ral Wa 3�25�,A,��u��,.���9�,8 ;'�.r Fede y Federal Way. WA 98063-9718 (253) 835 wwN=at�rotl�der8lwey.car► B. Alterations Cleanin� Services 1. Minor Alterations — As needed a. Patches b. l�iame Tags c. Buttons d. Hemming 2. 1Vlajor Attera.tions — Requires written authorization a Uniform slurt (i.e. take in or let out waistj b. Uniform pants (i.e. take in or let out thigh area) D. Pick-uu and Deliverv Service 1. Pick-up aad delivery five (51 days per week with a 24-fiour tiun around. 2. Pick-up at designated areas. 3. The department will supply each pick-up area with Iaundry slips. 4. The vendor will provide a supply of 30" x 40" nylon dra.wstring bags for empToyee's soiled gazments. 5. The Department employees will fill out a laundry siip that will be put inside of their bag of soiled clothing. Any special requests such as alterations or repairs can be noted on the laundry slip. 6. Each pick-up location is supplied with a metal bag stand and a 30" x 40" nylon bag for employees to put their orders inside. 7. Gannents will be returned on a wire hanger in standard industry plastic covers with employees name on the laundry slip that will be attached to the cover. 8. Metal clothes racks will be placed next to the bag stand for Department employees to place their used wire hangers on for recycling. 9. Biohazard contaminated items must be placed in a RED BIOHAZARD BAG with the laundry slip taped on the outside of the bag describing the type of biohazard contamination (blood, urine, vomit etc.). 10. The Vendor will provide an inventory/log sheet of all dry cleaned items returned to the Department. A department employee will approve the inventory/log sheet before the Vendor's employee will be allowed to return the dry cleaned items to the locker rooms. PRO�ESSIO�iAL SERVICES AGRE�;ME�T -8- 1i2010 . � qTY OF �,;�.. Federai CITY HALL �� 33325 Sth Avenue South • PO Box 9718' Y Faderal Way, WA 98063-9718 (253)835 www.crlyvlfederalwal!Cam 11. Vendor employees entering the Police Department to retum clothing must first pass a criminal background check including but not limited to: NCIC, WACIC, DOL, and crimiaat history. A list of vendor employees eligible to enter the facility will be maintained by the Police' Deparlment. EXHIBIT "B" COMPENSAT�QN 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amou�t not to exceed sixteen thousand, three hundred, and fifty dollars ($16,350) per year, based on the following rates, which are inctusive of sales tax at 9.5°�0. 2. Method of Compensation: TYPE ITEM DESCRIPTION PRICE PER ITEM D Cleanin Uniform Pants/Shirts $2.46 D Cleanin 'Pants or Slacks $2.46 D Cleanin Ma1e Shirts $2.46 D Cleanin Female Shirts/Blouses $2.46 D Cleaain Polo Style Shirts $2.46 Mi�or A�terations Patches $3.29 Minor AIterations Name Tags $2.19 Minor Alterations Buttons No Char e Minor Alterations Hemming $6.57 Ma'or Alterations Uniform Shirt $13.14 Ma'or Alterations Uniform Pant $13.14 Any garments that are not listed above would be dry cleaned at vendor prices less 30%. All work is done at vendor premises. Garments requiring alterations or repairs are not considered routine processing and the 24 hour turn around may not apply due to the nature of the repair or alteration. Standard dry cleaning without alterations or repairs is considered as routine and the above prices apply. P�'()F�;S�IC)ti_�L. S�;IZVI�E;� ��UftEE��1�`� t -�- i/�'u1C� � QTY OF ;� Federal Wa� EXHIBIT "C" INSURANCE cirr wv.� 33325 8th Avenus South • PO Box 9718 Faderal Way. WA 98063-9718 (253)835-7000 ww►�%c�ryoA�deralwey!can 1: The Contraetor agrees to cazry as a minimum, the following insurance, in such forms and with sucb carriers who have a rating that is satisfactc>ry 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, aad liability assumed under an insured con�ract with Iimits au less than �2,000,000 for each occarrence and 51,�00,000 �enern! sggregate. b. Warkers' compensation and employer's liabiltty insurance in amounts sufficient pursuant to the taws of the State af Washington; c. Au�cimobile liability insuranee covering alI owned, non-owned, hired and leased velucles: with � rninimum corn�bined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and praperty damage. d. Frofessional liability insuraxice with iim�ts no less thaa $I,000,400 per cisim and S1,QOQ,OQO policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors or omissions of the Contractor. 2. Contractor's maintenance of insurance as required by the agreement sha11 not be construed to Iimit 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 sha11 be primary insurance as'respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City sha11 be excess of the Contractor's insurance and sha11 not contribute with it. 3. The City shall be named as additional insured on all such insurance policies, with the exception of any professionalliability insurance and any workers' compensation coverage(s) if Contractor participates in a state-run workers' compensation program. Contractor shall provide certificates of insurance, concurrent with the execution of this Agreement, evidencing such covera.ge and, at City's request, furnish the City with �copies of all insurance policies and with evidence of payment of premiums or fees of such policies. All insurance policies shall contain a clause of endorsement providing that they may not be terminated or materially amended durmg the Term of this Agreement, except after thirty (30) days prior written notice to the City. If Contractor's insurance policies are "claims made," Contractar shall be required to mainta.in tail coverage far a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. PROFI:55IO��:�L SERVICES AGREE:�I�N"l - lU - 1%'2010