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AG 11-1701 RETURN TO: LS Welk (' EXT: 7/ CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV: FZ�L4 ORIGINATING STAFF PERSONS [' IJ r` -I1/4 L -f-- EXT: 1.3.1 1'5" 3. DATE REQ. BY: TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G, RFB, RFP, RFQ) ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL ❑ PUBLIC WORKS CONTRACT 'yxPROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ,ONTRACT AMENDMENT (AG#): i (- (7D ❑ OTHER PROJECT NAME: V.--1-1 T_ Kisco Pert3i i —VtLBS NAME OF CONTRACTOR: L 1 A4.1 -rt Jfi{X-C-t 6 tJS UbU5-t-TLtAL_ ADDRESS: atLf ISQAtC c Ards "Wee* MAI t - creliq� E-MAIL: I4rMtA >:-H t_t lw-crois . Cnly SIGNATURE NAME: TL )b'- 02 llikcr44 j I-4-.1 TELEPHONE 02..'5 -572--fir FAX: 2-5'72.-2-131r.... 19 Er TITLE aA, Ji:.12-S EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN 0 REQUIRED LICENSES 0 PRIOR CONTRACT/AMENDMENTS TERM: COMMENCEMENT DATE: UPAI uAt2-1-1 ( 2-45 g COMPLETION DATE: ba -C ( 2t TOTAL COMPENSATION $ I1�//- (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LA OR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ !T IS SALES TAX OWED 0 YES 0 NO IF YES, $ RETAINAGE: RETAINAGE AMOUNT: PAID BY: 0 CONTRACTOR ❑ CITY 0 RETAINAGE AGREEMENT (SEE CONTRACT) OR 0 RETAINAGE BOND PROVIDE O PURCHASING: PLEASE CHARGE TO: 0. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED O PROJECT MANAGER �.// O DIRECTOR /yASw.•.7 //// 7 O RISK MANAGEMENT (IF APPLICABLE) O LAW loft*ti - INITIAL / DATE APPROVED 1. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 2. CONTRACT SIGNATURE ROUTING O SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: O ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS O 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.) O LAW DEPARTMENT O SIGNATORY (MAYOR OR DIRECTOR) O CITY CLERK O ASSIGNED AG# O SIGNED COPY RETURNED INITIAL / DATE SIGNVD ac, 1lIZ0 la' 112-3 tY AG# I/ -1 C DATE SENT: 6'1/.2 3// 8 4f ;OMMENTS: AM6—dbAmr-ar 3 (g -rt- IjC7-w!x -r ptett-Ma Csr ruda- �' KS fes. t.) - 4., Federal Way AMENDMENT NO. 3 TO SERVICES AGREEMENT FOR AUTO AUCTION SERVICES CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.cityoffederalway.com This Amendment ("Amendment No. 3) is made between the City of Federal Way, a Washington Municipal Corporation ("City"), and Ehli Industrial LLC, a Washington Limited Liability Corporation, DBA Ehli Auctions, located at 9415 Pacific Avenue Tacoma, WA ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement as amended by Amendments #1 and #2 for Auto Auction Services ("Agreement") dated effective August 26, 2011, as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of services, but in any event no later than December 31, 2019 ("Amended Term"). The Parties also acknowledge that the prior Amendment (Amendment #2) was intended to extend this Agreement for two years, expiring on December 31, 2017. 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, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT #3 - 1 3/2017 CITY OF f '" -- Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www utyoffederalway corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: 14 '� / Andy J. Hwang, Chief of Police DATE: /.2//5/ / 7 EHLI INDUSTR : , LLC: By: Eft Printed Name: Title: 0l,•046 r" DATE: 11-15-17 ATTEST: nie Courtney, CMC, E4 J Clerk APPROVED AS TO FORM: J. Ryan Call, City Attorney STATE OF WASHINGTON ) ) ss. COUNTY OF1JILL1 On this day personally appeare before me £k,1„_t,,, _,,,,,,,, to me known to be the 0 _ e r of uS+r ci, LLC. 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. GIVF/160 Y rg arm) m) STATEOFWASHINGTON NOTARY PUBLIC MY COMMISSION EXPIRES 09-15-19 AMENDMENT #3 seal this 15 day of (' oUervt,ber , 2017 Notary's signature _ _ Notary's printed name 4-}- $ sal; Notary Pub is in and for the State of Washington. My commission expires 09 /5-0 lCf - 2 - 3/2017 STATE OF WASHINGTON Limited Liability Company EHLI INDUSTRIAL, LLC EHLI AUCTIONS 9415 PACIFIC AVE TACOMA, WA 98444-6239 BUSINESS LICENSE Unified Business ID #: 602506853 Business ID #: 001 Location: 0001 Expires: May 31, 2018 UNEMPLOYMENT INSURANCE - ACTIVE INDUSTRIAL INSURANCE - ACTIVE MINOR WORK PERMIT - ACTIVE TAX REGISTRATION - ACTIVE DUTIES OF MINORS: Miscellaneous office and warehouse LICENSING RESTRICTIONS: It is the business's responsibility to comply with minor work permit requirements. See WAC 296-125-030 and WAC 296-125-033 for non-Agriculural and WAC 296-131-125 for Agricultural guidelines and restricted activities., Minors employed in warehouse/storage work must be at least 16 years of age. WAC 296-125-033(4) REGISTERED TRADE NAMES: AUCTIONS FOR FUND CASCADE AUCTIONS CYBER AUCTIONS EHLI AUCTIONS EHLI INDUSTRIAL AUCTIONS WWW.CYBERAUCTIONS.COM This document lists the registrations, endorsements, and licenses authorized for the business named above. By accepting this document, the licensee certifies the Information on the application was complete, true, and accurate to the best of his or her knowledge, and that business will be :T. conducted in compliance with all applicable Washington state, county, and dty regulations. Director, Department of Revenue '^r` ''' ""h ..;.0 .:•_ '"c'Y.r'��f.� .. -"'y''.; _zr ^p..:. '.'.-_.moi `, .. ':'•"%` STATE OF WASHINGTON UBI: 602506853 001 0001 EHLI INDUSTRIAL, LLC UNEMPLOYMENT INSURANCE - EHLI AUCTIONS i ACTIVE 9415 PACIFIC AVE INDUSTRIAL INSURANCE - ACTIVE TACOMA, WA 98444-6239 MINOR WORK PERMIT -ACTIVE TAX REGISTRATION - ACTIVE Expires: May 31, 2018 DEC -15-2017 12:18 From:Ehli Ructions 2532389681 To:12538356739 Pa9e:1'2 AcoRIJ CERTIFICATE OF LIABILITY INSURANCE �' bATE(MMIOD/YVYY) ` 05/19/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF 1NFORMATION 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 15 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 & Shepard Business Solutions 8524 W GAGE BLVD A-170 KENNEWICK WA 99336-7176 CONIAcr Jamie Herrera NAMShepard ( . N (509) 396-0488 F� I pvc, No). (509) 396-2439 ee-Mf At aDnxess: service@shepquote.com 1NSUPERIS1 AFFORDING COVERAGE NAIL IS INSURERA : Scottsdale Insurance Company INSURED RANDY EHL/ EHLI INDUSTRIAL, LLC DBA EHLI AUCTIONS 9415 PACIFIC AVE TACOMA WA 98444-8239 INSURER B t 05/13/2017 INSURER C EACH OCCURRENCE INSURER D ; DREMISES ( ocrN1 ED PREMISES {E� oc�urrgrncig) INSURER E : _ LNSUR R F MED EXP (My one person) RTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR TME POLICY PERIOD INDICATED, NOTWITHSTANDING AMY 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. -ADDL ?NSR LTR TYPE of INSURANCE /NSR WEIR WVD POLICY NUMBER POLJCY EFF (MMIOD lYYYY) POLJCY-EXP (MlµlDl?1YYYY) LIMITS A BENERAL 7 LIABILITY COMMERCIAL GENERAL LIABILITY CGS0038845 05/13/2017 05/13/2018 EACH OCCURRENCE g 1,000,000 DREMISES ( ocrN1 ED PREMISES {E� oc�urrgrncig) 5 S 5,000 CLAIMS -MADE X OCCUR MED EXP (My one person) PERbONAL 8 ADV INJURY s 1.000,000 GENERAL AGGREGATE g 3,000,000 GEN'L AGGREGATE UMIT APPLIES PER 7 POUCY,7 PR4 JE LOC PRODUCTS-COMP/OP AGG $ 3,000,000 S A AUTOMOBILE XANY __ UA81LITY AUTO AUTOS HIRED AUTOS = sACOED'I- ° UT NON -OWNED AUTOS CGS0038845 05/13/2017 05/13/2018 COMHINEb SINGLE LIMIT (Ea acciAent) s 1,000,000 BODILY INJURY (Per person) 5 BODILY INJURY (Per accident) 5 PkOPERTr DAMAGE- (Per aceid5.nt) S S UMBRELLA LIAR EXCESSLIAe OCCUR CLAIMS -MAGE EACH OCCURRENCE f AGGREGATE S DED r 1 RETENTIONS g WORKERS COMPENSATION ANO EMPLOYERS' LIABILITY Y ! N ANY PROPR[ETOR/PARTNER/ExacuITVE OFFICERJMEMBER EXCLUDED, I 1 (Mandatory In NH) If yes, describe under DESCRIPTION Of OPERATIONS below N IA WC STATU- j r OTH- TORY I_IM T I 1 ER EL. EACH ACCIDENT 5 EL DISEASE . EA EMPLOYEE 5 E.L DISEASE - POLICY 1JMIT 5 DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (Attach ACORD IDi, AdditionaI Remarks Schechtle, N more space is renulred) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Todd Shepard ®1988-2010 ACORD CORPORATION. AEI rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD DEC -15-2017 12:18 From:Ehli Auctions 2532389681 To:12538356739 WASHINGTON AUTOMOBILE INSURANCE ID CARD Page:2/2 Name and Address of Insured EHLI AUCTIONS 9415 PACIFIC AVE TACOMA WA 98444-6239 Insurance Company / CompaPila de Seguro Scottsdale Insurance Company NAIC Code: Year Make Model VIN ANY AUTO/OWNED AND NON -OWNED ANY AUTO Agent Shepard & Shepard Business Solutions 8524 W GAGE BLVD # A-170 KENNEWICK WA 99336-8241 855-396-0488 Effective Date / Fecha Efectiva 05-13-2017 Policy Number / Numero de Poliaa GGS0038845 Drivers ALL Expiration Date / Fecha de Expiraci6n 05-13-2018 12:01 AM Agent: Venice M. Fairbanks / Office:208-362-3651 / CeII: 208-861-5668 / Fax: 208-567-9572 THIS CARD MUST BE KEPT IN THE INSURED VEHICLE AND PRESENTED UPON DEMAND IN CASE OF ACCIDENT: Report all accidents to your Agent/Company as soon as possible. Obtain the following information: 1. Name, address, driver's license number, and phone numbers of other drivers and witnesses. 2. Year, make, model, and license plate number of all cars involved. 3. Name of the insurance company or agent of other drivers. I I RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: POLICE DEPARTMENT 2. ORIGINATING STAFF PERSON: LYNETTE ALLEN EXT: 6701 3. DATE REQ. BY: ASAP 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL ❑ PUBLIC WORKS CONTRACT X PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): /1-1 3O 4- ❑ OTHER 5. PROJECT NAME: EHLI INDUSTRIAL - AUTO AUCTION SERVICES 6. NAME OF CONTRACTOR: ADDRESS: TELEPHONE E -MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: JANUARY 1, 2016 COMPLETION DATE: DECEMBER 31, 2017 9. TOTAL COMPENSATION N/A (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL / DATE REVIEWED INITIAL / DATE APPROVED �...,7r .10 /z4/is �12L 4)174 1 1s COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAW DEPARTMENT ❑ SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED INITIAL / DATE SIGNED No Sn r1 Id. AG# //-/ DATE SENT: COMMENTS: teN a0 A r Am-eKd — Term% th ly d , i, /� .1, CAD'jnfil1 . Owe yea 3 .fielcph.0►iG (ktibo4 or rfP,D�i .e 3�.kc:kS this AP 0I t.Jlt vti'r 8 .44t-k& Vecleral Way AMENDMENT NO. 2 TO SERVICES AGREEMENT FOR AUTO AUCTION SERVICES CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederalvvay.com This Amendment ( "Amendment No. 2 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Ehli Industrial a LLC d/b /a Ehli Auctions, a Washington Limited Liability Company ( "Contractor "). The City and Contractor (together "Parties "), for valuable consideration and by mutual consent of the parties, agree to amend the original Agreement for Auto Auction Services ( "Agreement ") dated effective September 16, 2011, as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2016 ( "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, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 1/2015 CITY OF .�:- -- Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY Andy J. Hwang, Chief of Police DATE: //! 2/I L Ehli Industrial, LLC By: itjr E Printed Name: Q /7 p% EA a Title: Cht er t 5 l ' ,e'- -- DATE: /02 — 30 - O/5-- STATE OF WASHINGTON ) ss. COUNTY OF r1'-W-- ) Rcuatit On this day personally appeared efore me , to me known to be the of F ,( �.� / L LC , 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 day of KATHY S. EMI STATE OF WASHINGTON NOTARY PUBLIC MY COMMISSION EXPIRES 09 -15.19 AMENDMENT 14 ruu , 20 Notary's signature 'C 3 £fit -t , Notary's printed rinted name t crrl s C I11, Notary Public in and for the State of Washington. My commission expires 04 1 - 19 My commission expires - 2 1/2015 RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT. /DIV: POLICE DEPARTMENT 2. ORIGINATING STAFF PERSON: BRYAN KLINGELE FOR BRIAN WILSON EXT: 6711 3. DATE REQ. BY: DECEMBER 31, 2013 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 #): I ❑ INTERLOCAL OTHER SERVICE AGREEMENT 5. PROJECT NAME: AUCTION OF VEHICLES (AUTO AUCTION SERVICE) 6. NAME OF CONTRACTOR: EHLI INDUSTRIAL, LLC (AUTO AUCTION) ADDRESS: 9415 PACIFIC AVENUE TACOMA, WA TELEPHONE (253) 572 -0990 E -MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: JANUARY 1, 2014 COMPLETION DATE: DECEMBER 31.2015 9. TOTAL COMPENSATION: LESS THAN $20,000 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY. ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 001 - 2100 - 099 - 521 -24 10. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED • PROJECT MANAGER • DIRECTOR BRIAN J. WILSON /� BRIAN J. WILSON ✓ / IJ • RISK MANAGEMENT (IF APPLICABLE) • LAW VIA e(mt 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL/ DATE SIGNED • LAW DEPARTMENT P 12 - it • 13 • SIGNATORY (MAYOR OR DIRECTOR) it CITY CLERK cm ZjQ ASSIGNED AG# ;., AG# k \- -17jj)jQj ❑ SIGNED COPY RETURNED DATE SENT: 2 -Iq j COMMENTS: $079400C S o S_JeC2 In e � � - g IA C -'J' .oft 11/9 CITY OF CITY HALL ,�.. Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wwwcityo ederahvey.com AMENDMENT NO.1 TO SERVICES AGREEMENT FOR AUTO AUCTION SERVICES This Amendment ( "Amendment Number 1 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Ehli Industrial, LLC d/b /a Ehli Auctions, a Washington Limited Liability Company ( "Contractor "). The City and Contractor (together "Parties "), for valuable consideration and by mutual consent of the parties, agree to amend the original Agreement for Auto Auction Services ( "Agreement ") dated effective September 16, 2011, as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2015 ( "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 ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 1/2010 ` CITY OF GIN HALL 33325 ,,.�.... Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederahmy com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: &Zl- Brian 9son, Police Chief DATE: EHLI IN STRIAL, LLC By: Gnu° c ' 4.14 v. andy EhIi,1YAanaging Member DATE: / CO —C © � /3 STATE OF WASHINGTON ) ss. COUNTY OF AP OVED AS N FORM: IW,e "Aff '6�nr City Att y, Patricia A RichardsojV Kathy S Ehli Notary Public State of Washington, My Appointment Expires 09/15/2015 On this day personally appeared before me Randy Ehli, to me known to be the Managing Manager of Ehh Industrial, LLC 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 a seMlif any, is the corporate seal of said corporation. '_^ GIVEN my hand and official seal this Tom' day of QC Q K C r , 20L�. Notary's signature Notary's printed name Notary Pudic in and for the State of W shington. My commission expires AMENDMENT - 2 - 1/2010 RETURN TO: i�:� CITY OF FEDERAL WAY LAW DEPARTNIENT ROUTING FORM 1. ORIGINATING DEPT./DIV: 2. ORIGINATING STAFF PERSON: EXT: ���� 3. DATE REQ. BY: �c� 1C i 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT �OFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGRBEMF,NT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ RF,AL ESTEITE DOCUMENT ❑ SECURITY DOCUMENT (E.G. sorr� xeLnrE� �ocur�tENTS> ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ..� :� �•� • :� :. • � lr� '�� � 6. NAME OF CONTRACTOR: _�h �> �''�✓-� f�� ADDRESS: _ - �,�. � �t.�vt E-MAIL: SIGNAT'URE NAME: TELEPHONE FAX: TITLE 7. EXHIBITS AND ATTAC��MENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURf1NCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFEhENCED EXHIBITS ❑ PROOF OF AIITHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMEtiTS 8. TERM: COMMENCEMENTDATE: ` /� ��J/ COMPLETIONDATE: ������� ) 9. TOTEIL COMPENSAZ�ION $ �� ��� �INCLUDE EXPENSES AND SALFS TAX, IF ANY� (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSA't.3LE EXPENSE: 0 YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ __ IS SALES T.4X OWED ❑ YES ❑ NO IF YES, $ PAID BY: O CONTRACTOR C� CITY ❑ PURCHASING: PLEASE CHARGE TO: (7(7`�–�,�(�_=Q�1�'�, � �2� `�`i 10. DOCtiVIENT/CONTRACT REVIEW INITIAI,/DATEREVIEWED INITIAL/DATEAPPROVED ❑ PROJECT MANAGER �DIRECTOR •�� ' !� �� �vl) . ��fv-. �f �,k�'/ – u RISK MANAGEMENT (�F APpL�c�sLE) i �, LAW _ � _— '_�.( n � � ( _-- – 1 1. COUNCILAPPROVAL (]F APPLICABLE� COMMITTEE APPROVAL DATE: _ _ COliNC1LAPPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/COIv�TRACTOR DATE SENT: DATE REC'D:_ ❑ ATTACH: SIGNATUKE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS L:� LAW DEPARTMENT �_�� SIGNATORY (MAYOR OR DIRECTOR� �' CITY CLERK h� ASSIGNED AG# �SIGNED COPY RETliRNED COM?vIEtiTS: INITIAL / DA S IGNED - ���-- g.� 2 (. - I � - �(� . . _ _. �"-�- � AG# �_ '���"jQ__ DATE SENT: �_�] _l� _ ; t i ��_ CBTV �C1� � �q �; �,.. �� G1TY HALL 33325 8th l�Venue South Federaf VVa�+, ��rA �8�03-6325 {2 a3l 835-i nQ(3 :•�i'L1'bV: �i't`4 fJ?�E't7t'(c"?i 4i��7}!. C�J?7 SERVICES AGREEMENT FOR AUTO AUCTION SERVICES This Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Ehli Industrial, LLC d/b/a Ehli Auctions, a Washington Limited Liability Company ("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: EHLI INDUSTRIAL, LLC: Randy Ehli 9415 Pacific Ave Tacoma, WA 98444 (253) 572-0990 (telephone) (253) 238-9681 (facsimile) randvnehliauctions.com The Parties agree as follows: CITY OF FEDERAL WAY: Bryan Klingele 33325 8"' Ave. S. Federal Way, WA 98003-6325 (253) 835-6878 (telephone) (253) 835-6898 (facsimile) Bryan.klingele@cityoffederalway.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, 2013 ("Term"). This Agreement may be extended far 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 Exhibit "A", attached hereto and incc�rporated 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 aceredited 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 (ar failure or delay in making) such inspection ar approval shall not relieve Contractor of responsibility far 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 amouizt 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 taYes imposed by any lawful jurisdiction as a result of the perform�nce and payment of this Agreement. � YROFESSIO\�AL SERVICES AGREEMF��C - 1- 4/2011 . ■ ,�, +� r �n � ww 'r c��r�r H;��L 33325 8th fivenue Sauth Federaf'a1lay, ��FA �8003-6325 {2 a:�} $35-7fl00 'bt Lb'�ti}�03/�i.7`t,-'fe"Ii41£ij�'G'C)f7) 4.2 Method of P�ment 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 perfarmed, 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 Agreement, the Contractor will correct ar 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 Non-A�ro�riation 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. 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 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 wark 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 lunited in any way by any limitation on the ainount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts ar any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 53 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub-contractars harmless from any and all clainls, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, dainages, 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 AGRF,EVIE'�'T - 2- 4/2011 CI'CY DF .� �� al „ � . .. �fk��nlA'9fA� GITY HALL �� �3325 8th Avenue South Fec6eral' Vvay V1�rR, �80C13-6325 {25�1 835-70Q0 :-L"z�:%4-V CFf'r`fJf1E't��fc?141't3)t CC3l77 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $1,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; c. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $1,000,000 per claim and $1,000,000 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. 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. 63. 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 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. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All infarmation 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 Contractar 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 Contractar while performing the Work shall belong to the City upon delivery. The Contractar 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 wark 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 maintail� such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to tl�is flgreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its PROFESSIO��AI, SERVICES AGREE�VIENT - 3- 4/2011 CITY pF ���,;;.� � � ' CITY HP.LL � 33325 8th Avenue Soutl� ��ederaf Way �.LFa 98aa3-6325 {25.�} 835-7flQ0 t•t��;�uti�. �,�fk�_nfter��raf�i��ty cc�n� authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR 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 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 far that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible far 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 taxes 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 Contractar 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. 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 subcontractars of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, ar 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 ar 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 aut}�orized representatives of the Parties. 13.2 Assignment and Beneficiaries. ?�'either 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 tet�ns of this Agreement shall continue in full PROFESSIO\AL SERVICES AGREE�VIE'��T - 4- 4/2011 r � i ' � � .. n ,rr s GITY HALL � �, ■ 33325 8th A�penue Sautl� l/'l� Federaf'r11ay,;.�LrA 980C13-6325 i1' '�� (2a3) 835-7Ctt�Q 4�Y`l�^'L°b% L:tfy����7�f �, kifc3j=° CC7J7� 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 Com�liance with Laws. The Contractor shall comply with and perform the Services in accardance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which perfarmance 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 far 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 ar by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, ar to exercise any option conferred by this Agreement in one or mare 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 ar 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 pariy 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 ar 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 S 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. [Signatiire page follows] PROFESSIONAL SERVICES AGREEME�T - 5- 4/2011 i ,M► ;wk ir► +Wr� � wtrr �I C►TY HALL ���� 33325 8th Auenue Sauth Federai' Wa}+, ��FA 98C7C}3-F325 {253} °35-7�a0 :-,Y.��e� c,�ik�r_r�tet��r�i�vtt}%c c�n� IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY �.S �' � L� / �`--�" Brian Wilson, Poli Chief DATE:_ �J�6��iI ATTEST: � , ' City Clerk, Carol McN illy, C APPROVED AS TO FORM: City Att , Patricia A Richardson EHLI INDUSTRIES, LLC �� � �/� � By: • ��'`� t � andy Ehli, Managing Member .� ,, ` ��-- �^— �� DATE: �, , , � STATE OF WASHINGTON ) ) ss. COUNTY OF ) On this day personally appeared before me Randy Ehli, to me known to be the Managing Member of Ehli Industries, LLC 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 1��� day of ��� ��,;,,� �•, �^ , 2011. ` ,������\�1\111 11 .��� A<< F w ���i �� � � �N111 A, / � �� ���� ' � K �i�� /� .". } Q�A� ` �i� % i �V •�� �� � r � ; N s w� = Z � i 9 ��'',,, 3.�6.�g �.s �� _ �/� �F ��b�u���aa"``� � � i �� � ��r�����' WASN����` Notary's signature ('�__�,� ��� � _� ��^._.,.��. Notary's printed name � � 3 ,, Notar Public in and for the State of Washington. My commission expires �'3 �.� CE-�-L.- �_� PROFESSIO�AL SERVICES AGREEiV1E\T - 6- 4/2011 C I l"Y O � � � �� I �� .�:���" , CITY H,��L � 33325 8th Avenue South • PO Box 9718 Federai �r�Jay. `J�JA 98063-9713 (,'253J °35-7flC7fl :�. y:%�ro. crt�fc�ftari�r �f�a%ay. �.-��,n,> EXHIBIT "A" SERVICES The Contractor shall do or provide the following: • auction of vehicles • transportation of surplus vehicles to the auction • advertising • cleaning of all vehicles • labor for repairs not to exceed five hours per vehicle • preparation and handling of all necessary paperwork PROFF,SSIO'�AI, SFKVICF?S ACiREE:VI�?\T - 7- `�� 1 CiTY f3� g � F� r�l CITr' HALL � 33325 �tla Avenue South � PO Box 971 � Federal'a'�ay,'�VA 9$�63-9718 �:263� 855-7000 1"�.�i:%L'L'. C,`��`C?�Pf7PFf3�b7'�3y1 CC)t)d EXHIBIT "B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Twenty Thousand and No/100 Dollars ($20,000.00), upon a Ten Percent service fee for the sale of each vehicle with the minimum fee of One Hundred Dollars Twenty Fife Dollars ($125.00) and a maximum fee of Five Hundred Dollars ($500.00) per vehicle sold. The contractor will retain any buyer's premium if it so chooses to charge one. In addition, the City agrees to pay the fees for all services listed in Exhibit A, under "Services" according to the fees listed below. 2. Service Fees. In addition to the service fee for the auction of vehicles described above, the following fees for services shall apply: Transportation of surplus vehicles to the auction Advertising Cleaning of all vehicles Labor for repairs not to exceed five hours per vehicle Preparation and handling of all necessary paperwork $ �. $ v /�� c� (� p S� i $ � PROFESSIO\AI, SERViC'ES AC'JREE�!IF,'�`1 - 8- 4/2011 WASHINGTON . ; : � ' Unified Business ID #: 602 506 853' Domestic Limited Liab'ility'Company Business ID #: 1 F Location:"1 Expires: 05-31-2012 EHLI INDUSTRIAL, LLC .. : �'HLI AUCTIONS 9415 PACIFIC AVE TACOMA WA 98444 iAX REGISTRATION UNEMPLOYMENT INSURANCE INDUSTRIAL INSURANCE MINOR WORK PERMIT MOTOR VEHICLE DEALER #8854 DUTIES OF MINORS: Run paper work around office on auction day four times a year LICENSING RESTRICTIONS: The regular driving of motor vehicles by minors is prohibited. WAC 296-125-030 (2) (iF�TSTF�FTI,T�?A►1F NAMFC. AUCTIONS FOR FUND' CASCADE AUCTIONS CYBER AUGTIONS EHLI AUCTIONS EHLI`INDUSTRIAL AUCTIONS WWW.CYBERAUCl'IONS.COM