AG 15-22511
RETURN TO: EXT:
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1.
ORIGINATING DEPT. /DIV: I Ag5
2. ORIGINATING STAFF PERSON: J,4SOP3 4macoau
EXT: 6 l0 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
10/GOODS AND SERVICE AGREEMENT
❑ REAL ESTATE DOCUMENT
❑ ORDINANCE
❑ CONTRACT AMENDMENT (AG #):
❑ OTHER
❑ MAINTENANCE AGREEMENT
❑ HUMAN SERVICES / CDBG
❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ RESOLUTION
❑ INTERLOCAL
5. PROJECT NAME:
f1C-L -D -Tar iAYTWA ic- - (sAc- 4 sA4)
6. NAME OF CONTRACTOR: fit-b % I% F
ADDRESS: /9393 SW LAu24L1-iue-5/ WAI' 81..�J� 0 - 17702TELEP O
E -MAIL: f /M 11L 8ifit% t f urtC. Cor►•� FAX: (5111 ) 33 - 7 o
SIGNATURE NAME: TITLE
7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS
8. TERM: COMMENCEMENT DATE: 5 /2-o(Zo 15
COMPLETION DATE: 1 a' /3 I /24:45
9. TOTAL COMPENSATION $ 1 I 9. Liu - 1 U (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES EKO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED ❑ NO IF YES, $ O 1 , ti-1 p
4 5 • O PAID BY: ❑ CONTRACTOR ❑
CITY
L PURCHASING: PLEASE CHARGE TO:
10. DO ENT /CONTRACT REVIEW
ROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
❑ LAW
. o ,- 71oo-(Z1 -599- 119- ft).
INI I, I. / D: T REVIEWED
WNW 7,0 rS
•
11. COUNCIL APPROVAL OF APPLICABLE) COMMITTEE APPROVAL DATE:
12. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR
❑ ATTACH: SIGNATURE AUTHORITY,
) LAW DEPARTMENT
❑ CHIEF OF STAFF
❑ SIGNATORY (MAYOR OR DIRECTOR)
CITY CLERK
ASSIGNED AG#
SIGNED COPY RETURNED
Or: 91
COMM NTS:
- . .
nl/A
DATE SENT: 5i,� 5S/ -1-S
INSURANCE CERTIFICATE, LICENSES, EXHIBITS
INITIAL / DATE APPROVED
rfiec. slight
COUNCIL APPROVAL DATE: i■ l A
DATE REC'D: - -/143—
INITIAL / DATE SIGNED
AG# - 15-22
DATE SENT: / 0/50/8-
out kievrrav41.1 .
11/9
lr CMAJ 4 v> 'k l p,In,.Y41or 1 1 C 11016.e. oy.
CITY OF
Alik, Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835-7000
www cftvoffedetalway.com
GOODS AND SERVICES AGREEMENT
FOR
FIELD TURF MAINTENANCE
This Goods and Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington
municipal corporation ( "City "), and FieldTurf USA, Inc., a Canadian 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:
FIELDTURF USA, INC.
Tiffany Lange
19393 SW Laurelhurst Way
Bend, OR 97702
(800) 724 -2969 (telephone)
(541) 633 -7808 (facsimile)
tlange @fieldturf.com
The Parties agree as follows:
CITY OF FEDERAL WAY:
Jason H. Gerwen
33325 8th Ave. S.
Federal Way, WA 98003 -6325
(253) 835 -6962 (telephone)
(253) 835 -6969 (facsimile)
Jason .gerwen @cityoffederalway.com
1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall
be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than
December 31, 2016 ( "Term "). This Agreement may be extended for additional periods of time upon the mutual
written agreement of the City and the Contractor.
2.
WORK.
2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work
more specifically described in Exhibit "A ", attached hereto and incorporated by this reference ( "Work "), performed
to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or
his or her designee.
2.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience necessary
to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental
entities, including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants
it will provide services in a manner consistent with the accepted practices for other similar services within the Puget
Sound region in effect at the time those services are performed. The Contractor warrants goods are merchantable, are
fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications
and Contractor's representations to City. The Contractor shall, at its sole cost and expense, correct all Work
performed which the City deems to have defects in workmanship and material discovered within one (1) year after
the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the
Uniform Commercial Code, Title 62A RCW. In the event any part of the goods are repaired, only original
replacement parts shall be used; rebuilt or used parts are not acceptable. When defects are corrected, the warranty for
that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the
City. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the
City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by
GOODS AND SERVICES AGREEMENT - 1 - 1/2015
CITY OF
., Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www. crtyoffederalway. com
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.
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 immediatelypaid 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 (3 0) 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 solelyresponsible 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 in voice in the form
specified by the City, including a description of what Work have been performed, the name of the personnel
performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final
bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after the Work has
been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the
voucher or invoice. If the Work does not meet the requirements of this Agreement, the Contractor will correct or
modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets
the requirements of the Agreement.
4.3 Defective or Unauthorized Work. If any goods, materials, or services provided under this Agreement
are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will
correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from
the Contractor until the goods, materials, or services are acceptable to the City. If Contractor is unable, for any
reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other
sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs"
shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum
Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to
complete this Agreement with other sources, from any and all amounts due or to become due the Contractor.
GOODS AND SERVICES AGREEMENT - 2 - 1/2015
CITY OF
..., Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www. cityo f edera lway. corn
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.
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 inay arise from or in connection
GOODS AND SERVICES AGREEMENT - 3 -
112015
CITY OF
.'.. Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www. cigroffedernlway. coin
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 sufficientpursuant 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 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
maybe grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded
by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing
records in case of any public records disclosure request.
8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs,
design specifications, records, files, computer disks, magnetic media or material which 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
GOODS AND SERVICES AGREEMENT - 4 -
1/2015
C)7Y OF
;, Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 535 -7000
www.cityoffederalway.com
or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by
law to monitor this Agreement.
10. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS.
10.1 Independence. The Parties intend that the Contractor shall be an independent contractor and that the
Contractor has the ability to control and direct the performance and details of its work, the Citybeing 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, gas, steam
or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by
the performance of the Work. The Contractor shall, at its own expense, secure and maintain a safe storage place for
its materials and equipment and is solely responsible for the same
10.3 Risk of Work. All work shall be done at Contractor's own risk, and Contractor shall be responsible
for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work.
Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide
a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment
contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and
shall be subject to the City' s general right of inspection to secure satisfactory completion
11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional
services during the Term for other parties; however, such performance of other services shall not conflict with or
interfere with Contractor' s ability to perform the Services. Contractor agrees to resolve any such conflicts of interest
in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family
relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection,
negotiation, drafting, signing, administration, or evaluating the Contractor's performance.
12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment
made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor
or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives
GOODS AND SERVICES AGREEMENT - 5 - 1/2015
[JTY OF
Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www. cityoffederalway com
against anyperson because of sex, age (except minimum age and retirement provisions), race, color, religion, creed,
national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps,
unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement
shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or
other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and
shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans
With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other
applicable federal, state, or local law or regulation regarding non - discrimination.
13. GENERAL PROVISIONS.
13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of
the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior
statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any
Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail.
The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall
not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this
Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other
provision hereof and such other provisions shall remain in full force and effect. Any act done by either 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 perfornied under the Agreement. No provision of this
Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by
duly authorized representatives of the Parties.
13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or
assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the
other Party. If the non - assigning party gives its consent to any assignment, the terms of this Agreement shall
continue in full force and effect and no further assignment shall be made without additional written consent. Subject
to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their
respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection
and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement
based on any provision set forth herein.
13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance
with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances,
resolutions, regulations, rules, standards and policies as now existing or hereafter amended, adopted, or made
effective. If a violation of the City's Ethics Resolution No. 91 -54, as amended, occurs as a result of the formation or
performance of this Agreement, this Agreement may be rendered null and void, at the City's option.
13.4 Enforcement. Time is of the essence 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. Anynotices may be delivered personally to the addressee of
the notice or maybe deposited in the United States mail, postage prepaid, to the address set forth above. Any notice
so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies
provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all
other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict
GOODS AND SERVICES AGREEMENT - 6 - 1/2015
CITY OF
,., Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
wwwcityoffederalway. com
performance of any of the covenants and agreements contained in this Agreement, or to exercise any option
conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of
those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of
the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure
of the City to declare one breach or default does not act as a waiver of the City' s right to declare another breach or
default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of
Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the
exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and
jurisdiction of the King County Superior Court, King County, Washington, unless the 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 maybe
executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all
Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute
one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature
and acknowledgment pages from such counterparts may be assembled together to form a single instrument
comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date
upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual
execution" hereof.
[Signature page follows]
GOODS AND SERVICES AGREEMENT - 7 - 1/2015
CITY F
O
mot.. Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
W4' vcityoffederalHaycorn
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY
John Hutton, Parks Director
DATE: j o' • l c
Printed Name: Pedro Azevedo
Title: CFO and Treasurer
DATE: October 27 2015
Province of Quebec
City of Montreal
_... _ *.
) ss.
}
ATTEST:
PO' O
Jerk, Stephanie Co li jley, CMC
APPROVED AS TO FORM:
City Attorney, Amy Jo Pearsall
On this day personally appeared before me Pedro Azevedo , to me known to be the
CFO and Treasurer of FieldTurf USA, Inc. 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 27 day of October
`` \ \ \ \ \1�'ASSF f�fii
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o Canine Nagl z
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GOODS AND SERVICES AGREEMENT
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, 2015.
Notary's signature „
Notary's printed name Carine Nagl
Notary Public in and for the . Province
My commission expires March 26 2018 of
Quebec
8
1/2015
CITY O
..~ F`e F d e ra l Way
EXHIBIT "A"
SERVICES
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
avww. crtyoffederalway. corn
1. The Contractor shall do or provide the following:
THE SCOPE OF SERVICES UNDER THIS PROPOSAL SHALL CONSIST OF THE FOLLOWING
ON EACH VISIT OFFERED HEREIN;
A. Advanced Care - Deep Power Groom: SMG Sportchamp grooming session including:
a) a general sweeping to remove foreign objects such as dirt, leaves, bird droppings, gum and other
debris that may collect on the field surface
b) a deep groom sweep and rejuvenation to de- compact infill and in an effort to maintain
appropriate G -Max levels
B. Overall analysis and inspection of the field and its applicable systems, including fiber wear
analysis, ultraviolet degradation, infill depth and consistency, infill migration, field edging
attachments, sewn and glued seams, line verification and field inserts (inlays).
C. Up to eight (8) minor repairs (including sewing/adhesive failures, inlay separation, and general
workmanship) to the FieldTurf surface, in the discretion of the FieldCare crew at time of visit. If
necessary, additional repairs can be performed on a separate visit and at an additional cost, if
applicable.
D. This offer does not include the repair of any damage to the field as a result of acts of vandalism
and/or neglect. The price includes normal wear and tear; any major repairs or necessary maintenance
as a result of damage due to abnormal wear and tear, abuse, vandalism, or neglect are subject to
additional cost.
E. Advanced Care- Deep Power Groom & Infill Cleaning with De- Compaction (3 Step Process):
Step 1: De- compaction
Step 2: Brushing with vacuum process and infill cleaning
Step 3: Fine groom with surface brush
SPECIFICATIONS:
A. Program 1- One (1) Year Agreement: One (1) site visit to City of Federal Way's FieldTurf fields
a) One (1) Advanced Care Visit per field
b) Pre and Post Field Inspections with written Field Maintenance Summary
c) Seam and Inlay Repairs, not to exceed eight (8) repairs up to fifteen (15) linear sqft
d) Field Magnet Sweep
e) Light Infill added to High Traffic Areas
GOODS AND SERVICES AGREEMENT -.9 - 1/2015
ciry aF
Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www. cityoffederal way. com
B. Program 2- One (1) Year Agreement: Two (2) site visits to City of Federal Way's FieldTurf
fields
a) Two (2) Advanced Care Visits per field
b) Pre and Post Field Inspections; with written Field Maintenance Summary
c) Seam and Inlay Repairs not to exceed eight (8) repairs up to fifteen (15) linear sgft
d) Field Magnet Sweep
e) Light Infill added to High Traffic Areas
C. The price offered is the following:
a) PROGRAM 1: TOTAL COST PROGRAM 1: $5,750.00
b) PROGRAM 2: TOTAL COST PROGRAM 2: $9,995.00
D. Notwithstanding any other document or agreement entered into by FieldTurf in connection with
the supply and installation only of its product pursuant to the present proposal, the following shall
apply:
a) This bid proposal, and its acceptance is subject to strikes, accidents, delays beyond our control .
and force majeure
b) Payment shall be due within thirty (30) days of completion of each scheduled maintenance visit
c) Unless otherwise agreed upon and noted herein, the maintenance visit shall be performed as
scheduled by the parties on an agreed -upon date
d) d) Accounts overdue beyond 30 days of billing will be charged at an interest rate of 1.5 % per
month (19.56% per annum)
e) Execution of FieldTurf's standard maintenance agreement
f) This proposal is based on a single mobilization. If the site is not ready and additional
mobilizations are necessary additional charges will apply
g) The proposed price does not include any applicable sales or use taxes
h) GMax testing is specifically excluded, but can be performed at an additional cost
i) In the event that. FieldTurf is ultimately obliged to take collection procedures for payment,
acceptor of this bid shall be liable for FieldTurf's collection costs including attorney fees and
costs.
GOODS AND SERVICES AGREEMENT - 10 - 1/2015
CITY
FeOF
deral Way
EXHIBIT `B"
COMPENSATION
GIN HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www. cityotfederal Hay. corn
1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to
exceed Fifteen Thousand Seven Hundred Forty-/Five and No /100 Dollars ($15,745.00) and Washington State
sales tax equal to One Thousand Four Hundred Ninety -Five and 78/100 Dollars ($1,495.78) for a total of
Seventeen Thousand Two Hundred Forty and 78 /100 Dollars ($17,24.0.78).
GOODS AND SERVICES AGREEMENT - 11 - 1/2015
Mary Jaenicke
From: Lange, Tiffany <Tiffany.Lange @fieldturf.com>
Sent: Thursday, October 29, 2015 9:44 AM
To: Jason Gerwen
Cc: Mary Jaenicke
Subject: RE: RE: Field Care Proposal l`L3 e—innewk
Jason -
Yes, we are ok with the changes mentioned below. C�,v (`�
0
Thank you,
Tiffany
Tiffany Lange
FieldCare Program Manager
Join our exclusive customer community today! Start Now
How did we do? Click here to tell us.
FiedTur
A Tvkett Sports Company
0
THE ULTIMATE
SURFACE EXPERIENCE
3823 NE Purcell Blvd
Bend OR 97701
United States
Tel: +1 458 206 4722
Other: +1 877 434 3538
Mobile: +1 503- 593 -7502
Fax: +1 541 - 633 -7808
Email: Tiffany.Lange @fieldturf.com
CONFIDENTIALITY NOTICE: This e -mail message is intended only for the above - mentioned recipient(s). Its content is confidential. If you have received this e -mail
by error, please notify us immediately and delete it without making a copy, nor disclosing its content, nor taking any action based thereon. Thank you.
AVERTISSEMENT DE CONFIDENTIALITE: Le present courriel est destine uniquement au(x) destinataire(s) susmentionne(s). Son contenu est confidential. Si vous
avez re g.' ce courriel par erreur, veuilier nous en aviser immediatement et ('effacer sans en tirer de copie, ni en devoiler le contenu, ni prendre quelque mesure
fondee sur celui -ci. Merci. http:// www. tarkett.com /e- mail - disclaimer.htm
From: Jason Gerwen [mailto: Jason .Gerwen @cityoffederalway.com]
Sent: Thursday, October 29, 2015 9:29 AM
To: Lange, Tiffany
Cc: Mary Jaenicke
Subject: RE: RE: Field Care Proposal
Hi Tiffany --
Sending this email to confirm you agree with the changes were made to the Goods and Services agreement after you
had submitted with signatures and notary. Per our verbal conversation, we changed out the first page. The changes
included changing the term of the agreement to end 12/31/2016. We are making this change because it took so long to
get the agreement finalized. The second change made was Field Turf is ok with and agrees to all of the language in
section 2.2 — warranties section.
1
If you would please email back letting us know that you are in agreement with these changes. Once we have your
confirmation, we will have the Mayor sign off and notarize. Then we will send you a copy of the fully executed contract
with the changes above.
Thank you.
Sincerely,
Jason H. Gerwen
City of Federal Way
Parks & Facilities Manager
(253) 835 - 6962 Office
(253) 835 - 6969 Fax
Jason.gerwen @cityoffederalway.com
From: Lange, Tiffany [ mailto :Tiffany.Lange @fieldturf.com]
Sent: Tuesday, October 27, 2015 10:24 AM
To: Jason Gerwen
Cc: Allen, Holly; Ledgerwood, Chris; Jones2, Donny; Paquin, Julie; Carrillo, Elia
Subject: RE: RE: Field Care Proposal
Good morning Jason -
1 left you a message earlier this morning, but I wanted to follow up with an email.
We will send the signed agreement today, not crossing out the 1 year warranty.
Would you like to look into scheduling these two fields before the end of the year /ASAP?
Please don't hesitate to contact me with any questions you may have.
Again, we apologize for the inconvenience this has caused and how long this has taken to get executed.
Thank you,
Tiffany
Tiffany Lange
FieldCare Program Manager
Join our exclusive customer community today! Start Now
How did we do? Click here to tell us.
FIeIdTur
A Tarkett. Sports Company
THE ULTIMATE
SURFACE EXPERIENCE
3823 NE Purcell Blvd
Bend OR 97701
United States
Tel: +1 458 206 4722
Other: +1 877 434 3538
Mobile: +1 503 - 593 -7502
Fax: +1 541- 633 -7808
Email: Tiffany.Lange @fieldturf.com
CONFIDENTIALITY NOTICE: This e -mail message is intended only for the above - mentioned recipient(s). Its content is confidential. If you have received this e-mail
by error, please notify us immediately and delete it without making a copy, nor disclosing its content, nor taking any action based thereon. Thank you.
AVERTISSEMENT DE CONFIDENTIALITE: Le present courriel est destine uniquement au(x) destinataire(s) susrnentionne(s). Son contenu est confidentiel. Si vous
avez resu ce courriel par erre,r; veuiliez nous en aviser irnmediatement et l'effacer sans en firer de copie, ni en devoiler le contenu, ni prendre quelque mesure
fondee sur celui -ci. Merci. htto: / /www.tarkett.com /e- mail - disclaimer.htm
2