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AG 13-232RETURN TO: r^ �� T EXT: / U CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PRCS / I C �A -1 C I 2. ORIGINATING STAFF PERSON: c 7 ��� EXT: �c 3. DATE REQ. BY: 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 13 ❑ RESOLUTION CONTRACT AMENDMENT (AG #): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: 6. NAME OF CONTRACTOR: ADDRESS: o'� a S .}vim, S+ �kl,t LL �� 1 9 �s V E -MAIL: 1 SIGNATURE NAME: k3L\G.rL- FAX: TITLE: pV'LS %. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES 41COMPENSATION �( INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS yd PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES X PRIOR CONTRACT /AMENDMENTS CFW LICENSE #11' 100 -)4Q BL, EXPO. 12/31/ ) LI UBI #-t- CJ3 I -I3 I ri 5 , EXP. L /L /L5 8. TERM: COMMENCEMENT DATE:�I., L Y6 Z- l Gh COMPLETION DATE: 9. TOTAL COMPENSATION. $ p( 1, 19 4& t L Lin 2 t (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, $ ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/ CONTRACT REVIEW 4,YROJECT MANAGER ❑ SUPERVISOR gLDIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) CLAW DEPT 11. COUNCIL APPROVAL (IF APPLICABLE) PAID BY: ❑ CONTRACTOR ❑ CITY INITIAL / DATE REVIEWED INITIAL / DATE APPROVED .�� EPA M COMMITTEE APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ■ SENT TO VENDOR/CONTRACTOR DATE SENT:: 6-� -IT_ ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ L EPT IGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK • ASSIGNED AG # • SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL COMMENTS: INITIAL / DATE SIGNED to j d AG# DATE SENT: • Z, ' �_ COUNCIL APPROVAL DATE: DATEREC'D: 5/1 S 11/9 CITY OF CITY HALL 33325 ** •.... Fe d e ra 1 Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cttyoffederahvey.com AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR FAMILY FUNLAND RENOVATION This Amendment ( "Amendment No. 1 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Leathers and Associates, a New York For Profit corporation ( "Contractor ") or ( "L&A "). The City and Contractor (together "Parties "), for valuable consideration and by mutual consent of the parties, agree to amend the original Agreement for the Family Funland Renovation Project ( "Agreement ") dated effective December 23, 2013, as follows: 1. AMENDED SERVICES. The Services or Work, as described in Exhibit "A" and as referenced by Section 2 of the Agreement, shall be amended to include, in addition to work and terms required under the original Agreement and any prior amendments thereto, those additional services described in Exhibit "A -1" attached hereto and incorporated by this reference ( "Additional Services "). 2. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment, as delineated in Exhibit "B -1 ", 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 an attached Exhibit, 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. 3. 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 GTY HAIL 33325 8th Avenue South Federal Way Federal Way, WA 98003 -6325 (253) 835 -7000 www. Ity0;deratway. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CIT DATE: LEATHERS & ASSOCIATES Title:17i�5 )� DATE: _ a' �c STATE OF NEW YURK ) } s. COUNTY OF PC ATTEST: nn,A Dji City Clerk, Carol McNeil y, CMC AP ROVED AS O FORM: Interim Attorney, Amy Jo Pearsall On this day personally appeared before me Marc Leathers, to me known to be the owner of Leathers & Associates 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 _ _, 20 I Notary's signature wb wer4a Notary's printed name + kieuY Publo to of FWds Notary Public in and for the State of Wwhingtm -F-10" AL L �- My Commission # EE 871'491 My commission expires BOW S"mW 23, X16 AMENDMENT - 2 - 1/2010 ` CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way, WA 96003 -6325 (253) 835 -7000 www.cityoffederalway.com EXHIBIT A -1 ADDITIONAL SERVICES The Contractor shall do or provide the following in addition to services in previous Exhibits: Pre -build on site consultation with Larry Mattingly to layout playground structures and post locations prior to contractor labor force starting. AMENDMENT - 3 - 1/2010 CITY OF Federal Way EXHIBIT B-1 ADDITIONAL COMPENSATION CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www. ci tyoffedwaiway. corn 1. Total Compensation: In return for the Additional Services, the City shall pay the Contractor an additional amount not to exceed Six Hundred Forty and No /100 Dollars ($640.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Two Hundred Eighteen Thousand Four Hundred Eighty Eight and No /100 Dollars ($218,488.00). AMENDMENT - 4 - 1/2010 Corporations: Registration Detail Corporations Division - Registration Data Search LEATHERS & ASSOCIATES, INC. Purchase Documents for this Corporation » UBI Number 603173195 Category REG Profit/Nonprofit Profit Active /Inactive Active State Of Incorporation WA WA Filing Date 01/13/2012 Expiration Date 01/31/2015 Inactive Date Duration Perpetual Registered Agent Information Agent Name CORPORATION SERVICE COMPANY Address 300 DESCHUTES WAY SW SUITE 304 City TUMWATER State WA ZIP 98501 Special Address Information Address City State Zip Governing Persons Page 1 of 1 Title Name Address ALL Officers LEATHERS, MARC 106 MAKO LANE JUPITER, FL 33477 Purchase. Documents tc)r this Corporation >> http: / /www.sos.wa.gov /corps /search _ detail.aspx ?ubi = 603173195 4/16/2014 RETURN TO: � � EXT: CITY OF FEDERAL' WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT /DIV: PRCS / VILWI 1 2. ORIGINATING STAFF PERSON: ►c�/G t7 EXT: 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ,,2-MOFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/ CDBG • REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) • ORDINANCE ❑ RESOLUTION • CONTRACT AMENDMENT (AG #): ❑ INTERLOCAL • OTHER 5. PROJECT 6. NAME OF ADDRESS: SIGNATURE N FAX: TITLE: aizr 1 &jj't' 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 CFW LICENSE # 12- tbo `t Ll0 'CIO BL, EXP. 112/31 UBI # rBO3 t 3 t `I S , EXP. I /,31 1'- 8. TERM: COMMENCEMENT DATE: a IfGi(W� COMPLETIONDATE: 9. TOTAL COMPENSATION: $ 2.Il1 Z! 'UU (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LA OR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES e / O IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/ CONTRACT REVIEW PROJECT MANAGER ❑ SUPERVISOR �IRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) XLAW DEPT 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL / DATE REVIEWED 12• g • t3 PAID BY. ❑ CONTRACTOR ❑ CITY INITIAL / DATE APPROVED t2 S -1 3 9-e e�v_I Q�to *-11 COMMITTEE APPROVAL DATE: V-A 01 COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING Z / ❑ SENT TO VENDOR /CONTRACTOR DATE SENT: } i 2-A / I DATE REC'D: N ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS LAW DEPT ❑ SIGNATORY (MAYOR OR DIRECTOR) CITY CLERK ASSIGNED AG # SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL COMMENTS: INITIAL / DATE SIGNED ,Aur t2 •zo 13 12 26•t3 AG #1?5 -232 DATE SENT: 11- Z.3 ' I 11/9 CITY OF CITY HALL Federal Way 33325 8th Avenue South y Federal Way, WA 98003 -6325 (253) 835 -7000 �v vcayoffederalwaycom PROFESSIONAL SERVICES AGREEMENT FOR FAMILY FUNLAND RENOVATION This Professional Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Leathers and Associates, a New York For Profit corporation ( "Contractor ") or ( "L &A "). 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: LEATHERS AND ASSOCIATES: Marc Leathers 225 S. Fulton Street Ithaca, NY 14850 877 -564 -6464 (telephone) The Parties agree as follows: CITY OF FEDERAL WAY: Steve Ikerd 33325 8" Ave. S. Federal Way, WA 98003 -6325 (253) 835 -2702 (telephone) (253) 835 -2709 (facsimile) .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 June 30, 2014 ( "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 Exhibit "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. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form PROFESSIONAL SERVICES AGREEMENT - I - 9/2012 Clrr of HALL 3332 '''*•.... Federal Way (253) 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 maw atyoffedefaMay com 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 Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Non- AR2ro,R,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, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub - contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties 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- 4/2012 CITY OF CITY 8t L 33325 Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www crtyotfederaAwy 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 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. 6.3. Additional Insured. Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its PROFESSIONAL SERVICES AGREEMENT -3 - 9/2012 CITY OF CITY HALL '�..... 33325 Fe d e ra I Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www crtyotlederetway com 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 for that 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 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 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. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non - discrimination. 13. GENERAL PRQVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non - assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full PROFESSIONAL SERVICES AGREEMENT - 4 - 912012 CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www a yoSederahvay com force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91 -54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] PROFESSIONAL SERVICES AGREEMENT - 5 9/2012 CITY OF CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 Federal Way (253) 835 -7000 www ct"ffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: N MM j*1 001A Skip Priest, or rty Clerk, Carol McNe ly, ztj DATE: 2-3, 2— —5 LEATHERS AND ASSOCIATES Title: S /7� / DATE: MZZ %/ %3 r koyr dlc. STATE OF NEWACORK ) ) ss. COUNTY OF fAt APPROVED AS TO FORM: a" o i- � �9'� FIW- City AttorAyj Patricia A Richardson On this day personally appeared before me Lajek 014c c to me known to be the of c,�4SSoc�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 �� day of 120_L.2> tary's signature yg't� cyj ` Lb to M&W=v8M*dfta jNtary's printed name t ,c � "Pft Notary Public in and for the State of�shiug =pfor' G( SW of ividl My commission expires �� MY Lamm t # EE 83149 Expires: SWWJN A 2018 PROFESSIONAL SERVICES AGREEMENT -6- 9/2012 CITY OF CITY HALL 1% 33325 8th Avenue South • Fe d e ra I Wa Box 9718 y Federal Way WA 98063 -9718 18 (253) 835 -7000 mw crtyoffederahvaycom EXHIBIT "A" SERVICES 1. The Contractor shall do or provide the following: Family Funland Playground Project goals: • Reduce overall maintenance needs • Remove a significant amount of wood especially in high contact areas • Increase accessibility • Design and build a new Tot area specifically with ADA and all abilities in mind • Bring playground into current safety compliance • Increase play value of overall structure (renovate, remove and add newer equipment) • Keep design integrity and uniqueness • Increase overall lifespan of the playground by a minimum of 15 years • All proposed design work will meet ASTM F1487 and CPSC pub. 325 • Design work will meet ADA requirements SCOPE OF WORK: Leathers & Associates (L &A) Standard Design Services L &A will work from the original drawings and develop a new design utilizing their expertise in the industry. Work with the client to develop a final drawing outlining the renovation changes. L &A will develop a plan view drawing of the project with modifications. Design Development will include but not be limited to: • Overall final playground layout and design based on the 10130/13 concept plan, to include a standalone "Ability Whirl" on the south side of a new 12' wide sidewalk. • 3D rendering of the whole playground design. • Develop a complete demo plan that can be used by City staff and volunteers prior to the construction phase. • "Family Funland" name recognition — consider north and south entry points. • Space for; donor plaque & name tags from the past and new donor recognition. • Project cost estimates for materials and labor. Estimate total number of labor hours, classification of skilled workers and number of each type that would be needed for a contractor to bid the labor portion. • Upon completion of the drawing develop a materials list so the appropriate parties can purchase the necessary materials for the project. This list will be agreed upon by both parties. The list will clarify the materials that L &A is responsible for procuring. Some sole source items are required. • Develop an estimated tools list required to complete the project. Construction Documents L &A shall prepare the necessary working drawings and specifications setting forth the requirements for the construction of the entire project as needed by L &A construction consultants. The final drawings will conform to the current safety and accessibility guidelines (ASTM 1487, CPSC Pub. No. 325. They will also conform to all ADA requirements. PROFESSIONAL SERVICES AGREEMENT .7- 9/2012 CITY OF CITY HALL Federal Way 33325 8th Avenue South • Box 9718 y ay. Federal W WA 98063 -9718 18 (253) 835 -7000 mm ulyoffederalway com These documents typically consist of plan view drawings as outlined below: • 1/8" plan view, 114" plan view, 1/8" stakeout, 1/8" plan of Safety surfacing area, and any other drawings L &A deems necessary. These drawings are not typically construction drawings and are prepared for our trained construction consultants. Project Management Services The City will be assigned a project manager, who will serve as the main contact with L&A for the duration of the project. The project manager is available from 8 a.m. to 5 p.m. Eastern Time and can be reached by telephone, email or fax. • L&A will set up an on -line project management site to help track progress, assign task and share documents. • Leathers & Associates will provide hands on construction supervision for the playground portion of the project. This does not include the demo work, circular sidewalk, tot -lot sub base or surfacing and the Ability Whirl. L &A will be on site during the designated hours outline in the construction period. • Provide onsite, hands on project direction of a City provided contracted labor force. Work directly with the City /contractor to ensure the playground is built in conformance with the approved drawings. Procurement of Materials Procurement of materials and all apparatus attached to the main structure, including but not limited to: • Composite wood products • Structural wood and support post • Fasteners • Associated playground fixtures and apparatus Activity panels; (4) Custom made four season panels, (1) Custom made animal sound activity panel, Ball turn, Braille, US Map and Sign Language panels. • All other associated materials to construct the approved design. Support Poles: Stain with a colored (Behr Castle Grey or City approved) stain. Framing: Stain with a colored (Behr Castle Grey or City approved) stain. Decking: Replace the majority of the decking with recycled composite (or PVC) materials equivalent to or better than the Trex brand product. Handrails and Balusters: Replace with recycled composite material equivalent to or better than Trex. The balusters may be replaced with composite and or pipe options. Safety surfacing: The tot area will have new poured in pace rubber surfacing. In the older kid's area install filter fabric; drainage stone, filter fabric and 12" engineered wood fiber Construction period The dates are to be agreed upon by the City & L&A, but estimated to start within the first two weeks of March 2013. The goal is to work 10 consecutive 10 hour (7am -5pm) days with Saturday & Sunday off in- between. PROFESSIONAL SERVICES AGREEMENT - 8 - 9/2012 CITY OF CITY HALL 8th Fe d e ra t Way Feder 8th Avenue South • 18 Box 9718 Federal Way, WA 98063 -9718 V:N� (253) 835 -7000 mm atyolfederatmycom • Supervise labor to complete the project according to L &A estimated projections • Supervise up to 15 skilled workers. (Assumptions - 5 carpenters, 5 carpenter apprentices & 5 laborers with WA State, King County prevailing wage rates @ an estimated 100 hours per person), totaling 1500 hours. CITY RESPONSIBILITY: • Create RFB for a labor only services for the renovation of the playground • Implement a contract with a firm to perform the labor portion for the construction of the main playground within the existing cement ring footprint. • Maintenance work on the drainage, site preparation and designated demo • Volunteer program management • Signage • Obtain any necessary permits or land use approvals. • Provide a storage container (8'wide x 10' long x8' high + / -) on site to keep the smaller materials secure and out of the weather. • Provide a dumpster for construction related debris. • Supply a power source during construction. If generators are used they must be GFI protect and be able to function in inclement weather. • Provided tool according to the list provided by L&A • Receive materials ordered by L&A and store until construction. • Purchase all necessary materials outside of the materials purchased by L&A for the playground portion. • Provide some incidental support labor as needed and determined by L&A. • Procurement of standalone fixtures: (from KCDA or State contracts) • Ability Whirl (sole source from England) • Omni Spin • Benches o Picnic Tables o Garbage can holders 3 Activity panels - o Safety surface materials • Poured rubber surfacing • Sub base for Engineered wood fiber • Engineered wood fiber • Manage concrete work for new sidewalk and Ability Whirl area including all necessary materials and labor. • Signage • Project Administration with a liaison from the City to help coordinate the design and construction phase between the labor contractor and L &A • Provide temporary safety fencing around the construction site • Installation of standalone fixtures • Benches • Picnic tables • Garbage can holders • Omni -spin • Ability Whirl • Activity panelsProvide final site cleanup of construction materialstsite PROFESSIONAL SERVICES AGREEMENT - 9 - 9/2012 CITY OF CITY HALL 433325 ..� Federal Way 8th Avenue South • Box 9718 Federal Way, WA 98063 -9718 18 (253) 835 -7000 wmv atyoifederalmy com EXHIBIT "B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Two Hundred Seventeen Thousand Eight Hundred Forty Eight and No/ 100 Dollars ($217,848.00). 2. Method of Compensation: L&A Payment schedule Timis Amount Due upon signing of agreement, also covers project management services $6,200 Due upon completion of design development phase $9,200 Materials $150,015* Due upon completion of Construction documents phase $9,400* Due upon the completion of the on -site Construction supervision $43,033 Total 1 $217,848 (not to exceed * Progressive payments may be made towards a phase as opposed to 100% completion PROFESSIONAL SERVICES AGREEMENT _10- 9/2012 ACORLX CERTIFICATE OF LIABILITY INSURANCE �� DATEIMMIDD 12/17/2013 /Y13 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Tompkins Insurance Agencies, Inc. 1051 Craft Road Ithaca NY 14850 CONTACT Sue Brown NAME: PHONE 607- 257 -6035 IFAX ,; -MAIL MSS:sbrown@tompkinsins.com INSURER(S) AFFORDING COVERAGE NAIL 0 INSURER A:LeXin ton Insurance Company X INSURED LEATHERS & ASSOCIATES INC 225 S Fulton Street Ithaca NY 14850 INSURER B :Travelers Prop Cas Co. of Amer 25674 INSURERC:Hartford Ins. Co. EACH OCCURRENCE INSURERD:Landmark American Insurance DAMAGE TO RENTED PREMISES Ea occurrence) INSURER E : MED EXP (Any one person) 1 INSURER F : PERSONAL BADVINJURY COVERAGES CERTIFICATE NUMBER: 13 - 14 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TAR TYPE OF INSURANCE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 8 WVD POLICY NUMBER POLICY E MPOIJCY EXP LIMITS A GENERAL LIABILITY ]C COMMERCIAL GENERAL LIABILITY CLAIMS -MADE Fx—] OCCUR X Sue /Boyce, David D16199378 /12/2013 /12/2014 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence) S 50,000 MED EXP (Any one person) $ PERSONAL BADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEM %AGGREGATE LIMIT APPLIES PER: X POLICY PRO- L� PRODUCTS - COMP/OP AGG $ 1,000,000 $ B AUTOMOBILE LIABILITY x ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS S NON-OWNED HIRED AUTOS AUTOS 99SR48313SEL /9/2013 /9/2014 BINED SINGLE LIMIT 1 000,000 BODILY INJURY (Per person) E BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ Medical Payments S 5.000 UMBRELLA LIAB EXCESS LWB HOCCUR CLAIMS -MADE EACH OCCURRENCE E AGGREGATE S DIED RETENTION S C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA xCeads NY StatuatOry 1WZCMM7576 Limits /9/2013 /9/2014 S WC STATU E.L. EACH ACCIDENT E 1,000,000 E.L. DISEASE - EA EMPLOYE $ 11000,000 E.L. DISEASE - POLICY LIMIT $ 1.000,000 D Professional Liability EMS19121 /8/2013 /8/2014 $1,000,00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additlonal Remarks Schedule, If more space Is required) Certificate holder is included as additional insured in regards to general liability. CFRTIFICATIF 4101 nFR CANCELLATION ACORD 25 (2010105) 01988 -2010 ACORD CORPORATION. All rights reserver!. INS0251"Mnn.5lnt Tha ACnon name anti Inn^ am mnlataraA marilm of Annul SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Federal Way 33325 8th Avenue South AUTHORIZED REPRESENTATIVE Federal Way, WA 98003 Sue /Boyce, David ACORD 25 (2010105) 01988 -2010 ACORD CORPORATION. All rights reserver!. INS0251"Mnn.5lnt Tha ACnon name anti Inn^ am mnlataraA marilm of Annul City of Federal Way arr OF Federal Way WASHINGTON 1TION PARK t X 2014 Business License Renewal Business License Renewal Receipt Date: 12/16/2013 12:13:24 PM I Business: LEATHERS & ASSOCIATES, INC NO: 111-00004400 225 S FULTON ST ITHACA, NY 14850 License Number: 12-100740-00-BL Expiration Date: 12/31/2014 License Type: Business License Payment Type: Credit Card 113016 -BL [34779] G/L Account Amount Paid 001- 0000 - 000 - 321 -60- 007 $50.00 Total: $50.00 Received By: Date: 12!16/2013 Click here to return to the City Of Federal Way Website Page 1 of I Corporations: Registration Detail Corporations Division - Registration Data Search LEATHERS & ASSOCIATES, INC. Purchase Documents for this Corporation UBI Number 603173195 Category REG Profit/Nonprofit Profit Active/Inactive Active State Of Incorporation WA WA Filing Date 01/13/2012 Expiration Date 01/31/2014 Inactive Date Duration Perpetual Registered Agent Information Agent Name CORPORATION SERVICE COMPANY Address 300 DESCHUTES WAY SW SUITE 304 City TUMWATER State WA ZIP 98501 Special Address Information Address City State Zip Governing Persons Page 1 of 2 Title Name Address President LEATHERS, MARC JUPITER, , FL Purchase Documents for this Corporation http://www.sos.wa.gov/corps/search—detail.aspx?ubi=603173195 12/9/2013