Loading...
AG 14-070RETURN TO: E f 'I- XT: _ .v r' CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/Div: PROS / 2. ORIGINATING STAFF PERSON: �i��� EXT: 691 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 /B -MOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/ CDBG • REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) • ORDINANCE ❑ RESOLUTION • CONTRACT AMENDMENT (AG #): ❑ INTERLOCAL • OTHER 5. PROJECT NAME: 6. NAME OF CONTRACTOR: �• 1VYe. Nla C 3Y C3Pr '1 M �� ADDRESS: (OZ(O 5*. SW Su toLIA Ev Zo TELEPHONE: •Z E -MAIL: l 1 COYh FAX: SIGNATURE NAME: TITLE: Pt r ( b &ks 7. EXHIBITS AND ATTACHMENTS:'�SCOPE, WORK OR SERVICES $,COMPENSATION A INSURANCE REQUIREMENTS /CERTIFICATE o ALL OTHER REFERENCED EXHIBITS e('PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS CFW LICENSE #1il I lT L U2( BL, ►�EXP. ,�1`2 /31/ UBI # d0179o°►0t , EXP. 1 /31 /15 8. TERM: COMMENCEMENT DATE: LIVOIN C%iA tG� COMPLETION DATE: IMAr� �J"0. ?Ai4 9. TOTAL COMPENSATION: $ 3Q�151 -kZ 4'7 } 3 "�. 53 +2 X ` H Z)zD { (IINCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES 10 0 IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: 01ES ❑ NO IF YES, $ S(del' 53 PAID BY',B'C'ONTRACTOR G CITY ❑ PURCHASING: PLEASE CHARGE TO: 3?D3-Itco- 17� • 5x{y i� -1030 10. DOCUMENT/ CONTRACT REVIEW INITIAL / DATE REVIEWE ,P-1"ROJECT MANAGER - 3• l�' ❑ SUPERVISOR _ V, DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) q V LAW DEPT PIP 321g.14 9 aa9_wf Q J 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: 511111A _ 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR /CONTRACTOR DATE SENT: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS 'i. LAW DEPT ❑ CEF OF STAFF CF SIGNATORY (MAYOR OR DIRECTOR) • CITY CLERK • ASSIGNED AG # • SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL COMMENTS: AiJ uxs U/IGmu C, A+ 4 Sx o Lu'(`i' onj2j far INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: DATE REC'D: 1-i L 11/9 CITY OF GIN HALL '�.... Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wwvw cityoffederalway com GOODS AND SERVICES AGREEMENT FOR FAMILY FUNLAND SAFETY SURFACING This Goods and Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and P1ayCore Wisconsin Inc. DBA GameTime, a Washington corporation ( "Contractor "). The City and Contractor (together "Parties ") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: GAMETIME: Gary Max 626 128th Street Southwest Suite 104A Everett, WA 98204 (425) 355 -5655 (telephone) (425) 347 -3056 (facsimile) .com The Parties agree as follows: CITY OF FEDERAL WAY: Steve Ikerd, Parks & Facilities Manager 33325 8a' Ave. S. Federal Way, WA 98003 -6325 (253) 835 -6911 (telephone) (253) 835 -2709 (facsimile) Steve.lkerd@CityofFederal 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 13d, 2014 ( "Term "). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit "A ", attached hereto and incorporated by this reference ( "Work "), performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. The Contractor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Contractor's representations to City. The Contractor shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within one (1) year after the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any parts of the goods are repaired, only original replacement parts shall be used; rebuilt or used parts are not acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. GOODS AND SERVICES AGREEMENT - 1 - 4/2011 CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cifyoffedera4ay com 2.3 Time, Documentation, and Inspection. Work shall begin immediately upon the effective date of this Agreement. Work shall be subject, at all times, to observation and inspection by and with approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Agreement, notwithstanding the City's knowledge of defective or non - complying performance, its substantiality or the ease of its discovery. 2.4 Clean Up. At any time ordered by the City and immediately after completion of the Work, the Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit "B ", attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit "B", the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Work have been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after the Work have been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Work 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 Defective or Unauthorized Work. If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. If Contractor is unable, for any reason, to complete any part ofthis Agreement, the City may obtain the goods, materials or services from other sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Contractor. 4.4 Non - Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.5 Final Payment: Waiver of Claims. Contractor's acceptance of final payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for final payment is made. GOODS AND SERVICES AGREEMENT - 2 - 4/2011 CITY OF CITY HALL S . Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www atyoffederaM ay com 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub - contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such 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 $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; C. Automobile liability insurance covering all owned, non - owned, hired and leased vehicles with 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. 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 GOODS AND SERVICES AGREEMENT - 3 - 4/2011 CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way, WA 98003 -6325 (253) 835 -7000 www atyoi%deratway com 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 authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS. 10.1 Independence. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 10.2 Safety. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296 -155 WAC), General Safety and Health Standards (Chapter 296 -24 WAC), and General Occupational Health Standards (Chapter 296 -62 WAC). Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer, GOODS AND SERVICES AGREEMENT - 4 - 4/2011 CITY OF CITY HALL '�. Fe d e ra I Way (253) 8th Avenue South Federal Way, WA 98003 -6325 ('253) 835 -7000 www atyoffederalway com gas, steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Work. The Contractor shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same 10.3 Risk of Work. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI ofthe Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non - discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non- assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. GOODS AND SERVICES AGREEMENT - 5 - 4/2011 CITY OF HALL 3332 '��.... Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cayoffederafway corn 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] GOODS AND SERVICES AGREEMENT - 6 - 4/2011 CITY OF CITY HALL 33325 8th Avenue South Federal Way Feder al Way, WA 98003 003 Feder-6325 (253) 835 -7000 www atyoffederalmy com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: r (Irk Jim ell, ayor ity Clerk, Carol McNeilly, CMC DATE: GAMETIME By: Don King, Director of ameTime Sales DATE: r4,AgG ✓?�, Z�� STATE OFTL-M 6" , ) ) ss. COUNTY OF nfl APPROVED AS TO FORM: 64fl"161- -�9IL4� �r*ti VIA City Attorne , Awil� J- -Prqx-5alf On this day personally appeared before me Don King, to me known to be the Director of Sales of GameTime 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 N0`o -h � UI Notary's signature f Notary's printed name Notary Public in and for the State of Washington'('W1215W My commission expires My Commission Expires September 25, 2016 GOODS AND SERVICES AGREEMENT N - 7 - ,,'''•.yaihrrton •,' ; 4/2011 CITY OF CITY HALL 33325 Fe d e ra I Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 vvwww cityoffederatway com EXHIBIT "A" SERVICES Provide engineered wood fiber chips, random size, generally not to exceed V/2" in length, non - toxic, no paint, chemicals or additives. G Max threshold cannot exceed 200G's and HIC benchmark cannot exceed 1,000 HIC per ASTM F 1292. Provide an IPEMA Certificate that the product meets the ASTM F -1292 and F -1951 standards and provide a full written warranty. Provide at least 300 CY of engineered play chips between April 23 & 25, 2014 to Steel Lake Park located at: 2410 S. 312d' St., for a large volunteer event scheduled for April 26t'. Coordinate actual delivery dates with Project Manager. Provide installed G -Impax Pour in Place rubber (PIP) Rubber; 3" thick in the open, active space of the ADA/Tot area within the Family Funland Playground feature in Steel Lake Park. Products must be permeable, hold up to UV rays with little fading and have a minimum 8 year written warranty. Design in ADA/Tot area to be similar to the attached drawing with a water theme @ 75% med blue & 25 % light blue and surrounding green color area @75% green & 25 % black rubber mix Provide up to 8 integrated characters in the PIP such as: fish, turtle, 4 leaf clover, animal, etc. GameTime Representative and City Park representative to agree upon how many and what characters prior to installation. If 8 characters are not used the cost will be prorated to a unit price each. Provide a 7' wide x 2" thick PIP band around the "Ability Whirl" merry -go -round with G -Impax Thermal Supreme; a more durable product that can take the heavy running whirl activity the best; must have a good track record of at least 3 -5 years without cracking. GameTime Representative and City Park representative to agree upon colors for a 2 or 3 mixed color coat. Provide a Pierceton merry-go -round rubber wear mat to meet a minimum 6' fall height, approx. 2" thick and a 5' center opening. No more than 4 sections with the ability to place on top of engineered wood chips. Provide a 5 year written warranty. Minimum Conditions: 1. PIP includes delivery and installation. GameTime Representative responsible for measuring and providing sufficient quantity of product to complete the project. 2. 4" of compacted crushed rock base by the City. 3. Dry weather for 2 days before and after installation. 4. Temperatures MUST be 45 degrees and rising for the 48 hour curing period. 5. Professional installers travel from out of state, so all pour in place work must occur on the same trip. 6. Work is weather conditional and may be delayed on the advice of GameTime Representative management pending better conditions to ensure a good installation. GOODS AND SERVICES AGREEMENT - 8 - 4/2011 CITY OF ,'�•..., Federal Way EXHIBIT "B" COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederahvay com 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Thirty Eight Five Hundred Forty Two and 47/100 Dollars ($38,542.47) and Washington State sales tax equal to Three Thousand Six Hundred Sixty One and 53/100 Dollars ($ 3,661.53) for a total of Forty Two Thousand Two Hundred Four and 00 /100 Dollars ($ 42,204.00). 2. Method of Compensation: Engineered playground wood chips. • $24.58 per cubic yard @ 150 yard truck load. • $20.20 per cubic yard @ 400 cubic yard minimum order. Pour in place rubber (GT Impax regular) • $15.54 per square foot. Pour in place rubber (GT Impax, Thermal Supreme) • $17.72 per square foot. Characters integrated into the pour in place rubber installation. • 8 characters for $2,736.00. Prorated to a unit price each; if fewer than 8 characters are used. Pierceton Rubber merry -go -round mat. • $925.00 GOODS AND SERVICES AGREEMENT - 9 - 4/2011 °a CERTIFICATE OF LIABILITY INSURANCE DATE 04/031/2014 2014 /YYYY) 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 Marsh USA, Inc. Two Alliance Center CONTACT NAME: PHONE , No. Ext A/C No): E -MAIL ADDRESS: 3560 Lenox Road, Suite 2400 Atlanta, GA 30326 Attn: Atlanta,CertRequest@marsh.com/Fax: 212- 948 -4321 INSURERS AFFORDING COVERAGE NAIC # INSURER A : Chubb Custom Insurance Company 38989 457102- CAS -GAUWX -13-14 INSURED GarneTime 150 Playcore Drive SE INSURER B: Transportation Insurance Co 2(1494 INSURER C : National Union Fire Ins Co Pittsburgh PA 19445 American Casual Company Of Reading, Pa INSURER D: � p y �, 20427 Fort Payne, AL 35967 MED EXP (Anyone person) INSURER E: Liberty Insurance Underwriters Inc. 19917 INSURER F : Per Dec. COVERAGES CERTIFICATE NUMBER: ATL- 003257972 -02 REVISION NUMBER:3 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP MM/DDM(YY LIMITS A GENERAL LIABILITY 79937909 08/0112013 08/01/2014 EACH OCCURRENCE $ 2,000,OW PXSIR$250,0D0 MMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR DA AGE To RENTE PREMISES Ea occurrence _ $ 100' MED EXP (Anyone person) $ EXCLUDED PERSONAL &ADV INJURY $ 2,000,000 Per Dec. GENERAL AGGREGATE $ 4,000,000 GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 4,000,000 POLICY -x PRO- LOC POLICY AGGREGATE $ 10,000,000 B AUTOMOBILE LIABILITY BUA 2098343798 08/01 /2013 08/01/2014 EOMarB.o"derDl IN LIMIT $ 1 000000 BODILY INJURY (Per person) $ X ANY AUTO 1 ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS DAMAGE PROPERTY DAMAGE W=t $ Ded.: $1,000 $ C X UMBRELLA LIAB X OCCUR 012778673 08/01/2013 08/0112014 EACH OCCURRENCE $ 25.000,000 AGGREGATE $ 25,000,000 EXCESS LIAR CLAIMS -MADE DED I X I RETENTION$ 101000 $ D WORKERS COMPENSATION WC 2 98343753 (AOS) 08/01/2013 08/01/2014 X I WC STATU- OTH- TORY LIMITS ER D B AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? (Mandatory In NH) N/A WC 2 98343834 (CA) WC 2 98343879 WI ( ) 08/01/2013 08/01/2013 0810112014 08/01 /2014 E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT 1 $ E Excess Umbrella 100005445603 08101/2013 08 /0112014 Each Occurrence 25,000,000 Aggregate 25,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) City of Federal Way, WA, their officers, officials, departments, employees and agents are listed as additional insured (except workers' compensation) as their interests may appear during and until completion of each job performed by the Insured per endorsement 90-02 -2367 where required by written contract. It City of Federal Way, WA 33325 8th Avenue South Federal Way, WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee `ixiacupea�.L .�t.xaCLae @ 1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Liability Insurance Endorsement Policy Period AUGUST 1, 2013 TO AUGUST l , 2014 Efifecdve Dote AUGUST 1, 2013 Policy Number 7943 -79-M Rfame of Company CHMB CUSTOM INSURANCE COMPANY Date Issued AUGUST 8, 2013 This Brid asament applies to the following forms: GENERAL LIABrLiT'Y Under Who Is An Insured, the fallowing provision is added.. Who is An insured Addfdonal tnswi9d - Persons or organizationsshown in the Schedulearc insureds; but they ate insureds only if you are Soheduied Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or OrpWzaljoq this policy. Ifowevm the person or organization is an insured only. if and then only to the extent the person or organization is describedin the Schedule; to the extent such contractor agreement requiresthe person or organizationto be afforded status as an Insured; for activities that did not occur, in whole or in part, before the execution of the contractor agreement; and with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: that is more specifically identified undcr any other provision of the Who Is An Insured section (regardlessof any limitation applicabietheretc). with =poctto any assumption of Hability(of anotherpetson or organirzation)by them in a contract or agreement. This limitationdocs not apply to the liabilityfor damages, loss, cost or expensefor injury or damage, to whichthis insurancc applies, that tine person or organization wouk] have in the absence of such contract or agroement. Page i Liability Endorsement (continued) Under Conditions,the following provision is added to thecondition titled Other Inwrarnce. Conditions OttTt rinsurant e- if you are obligated,pursuantto a contractor agreement,to protridet#x person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy, then in such case Insurance _ Scha jidef this insurance is primary and we will not seek contribution k0111 insurance available to such person Person Or Organization or organization. Schedule WHERE REQUIRM BY WRIM -N CONTRACT All other terms and conditions remain unchanged. Mhorizod dorm $0-02 -230 0890 2 CORPORATE RESOLUTION 6eddmd eW Donald R Kind GameTime Director of Sales Administration whose signature appears below is hereby authorized on behalf of this Corporation to enter into agreements related to the sale of the company's products, to agree to such terms and conditions as such officer deems advisable and to execute agreements as deemed proper and advisable by such officer in connection the endeavors of the Corporation. Such officer is also authorized to affix the seal of the corporation to any documents which the officer deems proper and advisable. .Ad, IWAM 6&0&4 that all acts of such officer previously undertaken in behalf of the Corporation are hereby ratified and affirmed. Said officer is authorized to act upon this Resolution until written notice of its revocation. GameTime A Division of P1ayCore Wisconsin, Inc. Kir or of Sales A tration Donald R. in D »»»»»»»» » » » » » » » » » » » » » » » » » » » » » » » » » » » »» »» I, Robert A Farnsworth, CEO and Director of Plavcore Wisconsin. Inc., a Wisconsin corporation, do hereby certify that the Resolution above is a true copy of a resolution and that the signature appearing above is the genuine signature of the person authorized as Director of Sales Administration for GameTime — A Division of PI core Wisconsin, Inc. to act on behalf of said Corporation. P1ayCore Wisconsin, Inc. 401 Chestnut Street, Suite 410 Chattanooga, Tennessee 37402 ZndRobert A. F worth, CEO Director STATE OF TENNESSEE COUNTY OF HAMILTON SWORN TO and subscribed before me this 31 st day of March, 2014. MWite"" I'll 0. Bethany Pelts, otary Public 91 My commissio expires: September 25, 2016 '•�j Is •....N••' "'S ..., ......... !!!nn N � P This is your Washington Corporation or LLC License. ° T This is not a Washington Business N License. N W C/O CORPORATION SERVICE COMPANY 300 DESCHUTES WAY SW STE 304 TUMWATER WA 98501 0 000398 State of Washington Office of the Secretary of State Foreign Profit Corporation Renewed by Authority of Secretary of State REGISTERED TRADE NAMES: BIG TOYS GAMETIME PLAYCORE WISCONSIN PLAYCORE WISCONSIN, INC. g. By accepting this documonl the ficenseo corlifies ih,n mfrxmation provided on the renewal was complete, true, and accurate k, (ho L best of his or her knowledge, and that thn company will stay sn _ cor,pliatee with all applicable W3stHn9ton State regolations (,-)i D.n n r r+t az.,erxr= UBI NO. EXPIRATION Please tear off this section and keep it with your records. 601 790 901 1 01- 31-2015 Notes: This is not a Washington business license. The expiration data PLAYCORE WISCONSIN, INC. indicates when you will need to renew your corporation, limited 300 DESCHUTES WAY SW STE 304 liability company or Massachusetts trust in Washington State. TUNWATER WA 98501 You may renew again at business.wa.gov /BLS after August 1, 2014. Use the new password: K3A3 5377. For security purposes the password changes each year after you renew. Please read the information printed on the back side of this document. For business license information go to business.we.gov /BLS or 1-800- 451-7985. Department of Labor and Industries GAMETIME PO Box 44450 Olympia, WA 98504 -4450 Reg, ,CC GAMET * *952D2 uBI: °AQI= 790 -301 -d by Law as: Contractor /2005 `6/2015