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AG 17-087 RETURN TO: EXT: CITY OF FED - L WAY LAW DEPARTMENT ROUTING FORM ORIGINATINGDEPT./DIV: ..._ mm .. �..�_ vv�... .... ..... ....... .,. ORIGINATING STAFF PERSON: �� „- � �,-z),_EXT: 3. DATE REQ.BY: TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER PROJECT NAME: ...._ .... Imo . _._.. NAME OF CONTRACTOR: -TELEPHONE E-MAIL: FAX: SIGNATURE NAM ,TITLE 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 TERM: COMMENCEMENT DATE: '� ....A COMPLETION DATE: m TOTAL COMPENSATION$ _ (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SC i f I II nLES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑YES ❑NO IF YES,$ PAID BY:❑CONTRACTOR❑CITY ❑ RETAINAGE: RETAINAGE AMOUNT: RETAINAGE AG.. n REEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDE ❑ PURCHASING: PLEASE CHARGE TO: 0. DOCUMENT/CONTRACT REVIEW VNETIAL/DAr REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW O4 .-6 9 q -11111111111­­ I. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: CONMTTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: ,m,... 2. CONTRACT SIGNATURE ROUTING 1 ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: -/A-CA,- DATE REC D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL/DATE SIGNED i !CiNATO R`r (MAYOR NT ❑ LAI f'AIITME ZL- VV21 1 OR DIRECTOR) • CITY ❑ ASS GNED AG# *C �­. 1­1111111111IN ❑ SIGNED COPY RETURNED DATE SENT: ' -5 ;OMMENTS: W019 CITY OF CITY HALL 33325 8th Avenue South �Federal Way Federal Way,WA 95003-5325 (253) 535-7000 www cityoffederalway corse AMENDMENT NO. 1 TO MAINTENANCE AGREEMENT FOR COPPER THEFT PROTECTION SYSTEM MAINTENANCE This Amendment ("Amendment No. I") is made between the City of Federal Way, a Washington municipal corporation("City"),and MacDonald-Miller Facility Solutions,a Washington corporation("Contractor").The City and Contractor(together"Parties"),for valuable consideration and by mutual consent of the Parties,agree to amend the original Agreement for Copper Theft Protection System Maintenance ("Agreement")dated effective May 19, 2017, as follows: 1. AMENDED TERM.The term of the Agreement,as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services,but in any event no later than May 19, 2023 ("Amended Term"). 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto,not modified by this Amendment,shall remain in full force and effect.Any and all acts done by either Party consistent with the authority of the Agreement,together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement,as modified by any prior amendments,as it existed prior to this Amendment.The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment,which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - Rev. 3/2017 CITY OF CITY HALL 33326 8th Avenue South Federal Way, Federal Way,WA 98003-6325 www (263) 836-7000 vv cityoffederalway corm IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: By: _.. ..._.:. . „ Jig ell, Mayor t l nic Courtney, CMC(C) C ty Clerk DATE: "�" � „ .......... APPROVED AS TO FORM: J. Ran Call City Attorney Y � Y MACDONALD-MILLER FACILITY SOLUTIONS: By: _ UJ Printed Name: a�" CtI. , Title: DATE: STATE OF WASHINGTON ) ss. COUNTY OF ) tl" 6f On this day personally appeared before me to me known to be the A „ ��n„ F� ledged the said instrument to be theee and � � .�:�,�.�that executed the foregoing Of 4, n w_ n _ � instrument and acknowledged 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 thisa h day of , �mmmmmIT�, 20A . Notary's signature J ^ Notary's punted name M,.„li,t° Notary Public in and for the State of Wasbin Ston. °� My commission expires n° k „„'a'AA 9'AA IR del lel Wu° AMENDMENT - 2 - Rev. 3/2017 MACDFAC-01 TrNoloc CERTIFICATE OF LIABILITY INSURANCE DATE 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 have ADDITIOMAL INSURED provisions or 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 CCAO TACT Hub International Northwest LLC PHONEExt 425 489-4500 ��Npmm(425 4 A1�: P.O.Box 3018 I: ) 85-8489 Bothell,WA 98041 now.Info hUtlnlerntllanat.ctrm 'E%�A m INSURERM AFFORAING COVERAGE NAIC M _... ..._.,..,., :INSURERA The Phoenix.InsurancCompanyw w 1256_23 INSURED INSURER B The Travelers IndemnCom any of America ,25666 MacDonald-Miller Facility Solutions,Inc. INSURERC:Travelers Propeq Casualty Company of America 25674 Seattle,WA 98146 INBox 47983 D.Berkley Assurance Company _... ._ 39462 S INSURER E �.�..�_. INSURER F OVERAGES CERTIFICATE NUMBER: 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 CONTRACTOR 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, ._....wEXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN ED BY PAID CLAIMS. TYPE OF INSURANCE 'IN, S POLICY NUMBER F"OCCY EFF MPS EXP LIMITS I-TR(NSR AD .•..........�...� MWIMMM1 ...••..__. _.__. A X COMMERCIAL GENERAL LIABILITY X I X : EACH � YUE POS ��uue�5 ,,,2,000,000 CLAIMS-MADE X OCCUR DT-CO-31(790954-PHX-18 12131/2018112/3112019 ETD RENTED 300,000 MED EXP one perspnl $ 5,000 PERSONAL&ADV_INJURY $ ....„ '... ... 2000,00 00 GENT AGGREGATELIMIT APPUEPER L AG RF ATE 4,000,0 00 POLICY XPR CL $ JECT Il4,000,00 PRO0. OPA �. B AUTOMOBILE LIABILITYL, ...... 2,000,000 L X ANYAUrO X X DT-810-31(644256-IND-18 12131/2018 12/31/2019 BODILYINJURY PerOWNEYg n AUTOS I SCHEDULED _ p ,rdreRY Per acc+deM�, $ ., . ONLY HIRE NON-OWNEDSONLY P PE, )AAtlApGlm•. AUTOS TOS ONLY BODIL� AUB��4Y.AB.� I�x •....._ PR ....w_.•�._.�_ T EACH OCCURRENCE. 5,000 000 ADE X X CUP-3K811180-18-26 12/31/2018 12/31/2019 CE $ 5,000 000 IJ UR EXCESS X 1 RETENTION$ CLAN 10,000 _. AGGREGATE PX OTH- �$. ....mmI IGN C AND EE9 YER ENSA LIT YIN I N/A r E.L.EACH ACCImDE AND E�W1'LOYImRS L[AEICLI T1" I 1�R...�. A4JYnPR,RAk%E°IOR./'PACLUDE F;�X,EX�'Ui'IVF .< '..F"'L,DISEASE EAi3'E-EA EMI•+�.OYE:EI$ ., 1,000,000 r-6 UB-31(811099-18-26-G 12/31/2018 12/31/2019 -i—,000-1000, 'F1 ERtME�MBER LItCLUCb�EOP ....�rr _...a� .... E1.DISEASE-P'G,JL%;Yf M%'1 $ ,..,,,,•„„ IMA atpl•y In A N 1,000,000 D PReOF%POLL Ort FPATI�Hel ' mm aPCADB-517013267-1218 12131/2018 12/31/2019OCC/AGG: 2,000,000 _,,,,._J DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more?a ce%e rim Iredl ADDITIONAL INSURED AS REQUIRED BY WRITTEN CONTRACT:CITY OF FEDERAL WAY,ITS OFFICRS,OIFICIALS,EMPLOYEES,VOLUNTEERS AND AGENTS.COVERAGE IS PRIMARY AND NON-CONTRIBUTORY.WAIVER OF SUBROGATION,AND PER PORJECT AGGREGATE APPLIES.SEE ATTACHED ENDORSEMENT(S). 'NA TO ADDITIONAL INSURED CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Ci of Federal Way THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City y ACCORDANCE WITH THE POLICY PROVISIONS. 33325 8th Ave South Federal Way,WA 98003 AUTHORIZED REPRESENTATNE ACORD 25(2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. 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F- O z 0 < w n T L) co \ \ ( \ ƒ | Z5 * 2! { \ }0 CL i �\) ¥ ;& ;= f � � { :£e ° :E zf`2 | {ƒ\\ § 17 \j}\� ( 8 # Policy#DT-CO-3K790954-PHX-18 COMMERCIAL GENERAL LIABILITY by any ordinance, law or building code to include (ii) A manager of any limited liability as an additional insured on this Coverage Part is company; or an insured, but only with respect to liability for (iii)An executive officer or director of "bodily injury", "property damage", "personal in- any other organization; jury" or"advertising injury" arising out of such op- that is your partner, joint venture erations. member or manager; or The insurance provided to such state or political (b) Any "employee" authorized by s'uc'h subdivision does not apply to: partnership, joint venture, limited ll- perty damage," "per- ability company or other organization a. Any "bodily injury,' "pro to give notice of an ""occurrence" or sonal injury" or "advertising injury" arising out offense. of operations performed for that state or po- ( ) Notice to us of such occurrence"or of an litical subdivision; or damage" in- offense will be deemed to be given as b. Any "bodily injury" or "property 9 soon as racticable if it is given in god' eluded in the "prod operations faith as spoon as practicable to your work- J. KNOWLEDGE AND NOTICE OF OCCUR- hazard". ers" compensation Insurer This applies only if YOU subsequently give notice to us RENCE OR OFFENSE of the "occurrence' or offense as soon as The following is added to Paragraph 2., Duties In practicable after any of the persons de- The Event of Occurrence, Offense, Claim or scribed in Paragraphs e. (1) or(2) above sit, of SECTION IV COMMERCIAL GEN- discovers that the "occurrence"or offense ERAL LIABILITY CONDITIONS: may result in sums to which the insurance e. The following provisions apply to Paragraph provided under this Coverage Part may a. above, but only for the purposes of the in- apply. surance provided under this Coverage Part to However, if this Coverage Part includes an en- you or any insured listed in Paragraph 1. or 2. dorsement that provides limited coverage for of Section II—Who Is An Insured: "bodily injury" or "property damage` or pollution (1) Notice to us of such "occurrence" or of- costs arising out of a discharge, release or es-` fense must be given as soon as practica- cape of"pollutants" which contains a requirement ble only after the "occurrence" or offense that the discharge, release or escape of "pollut is known by you (if you are an individual), ants" must be reported to us within a specific any of your partners or members who is number of days after its abrupt commencement" an indiOdual (if you are a partnership or this Paragraph e. does not affect that require joint venture), any of Your managers who ment. Is an individual (if you are'a limited liability K UNINTENTIONAL OMISSION cornparly), any of your 'executive offi- cers" or directors (if you are an organiza- The following is added to Paragraph 6• Rrpre- tion other than a partnership,joint venture sentations, of SECTION IV — COMMERCIAL. or limited liability company) or any "ern- GENERAL LIABILITY CONDITIONS: ployee" authorized by you to give notice The unintentional omission of, or unintentional of an "occurrence"or offense. error in, any information provided by you which r we relied upon in issuing this policy will not preiu (2) If you are a partnership; joint venture o limited liability company, and none of your dice' your rights under this insurance, Flowever, dans provision doe's not affect our right to collect partners, joint venture members or man- agers are individuals, notice to us of such additional prerri°urn or to exercise our rights of "occurrence" or offense must be given as cancellation or nonrenewal in accordance with soon insurance laws or regulations. as practicable only after the "occur- rence" or offense is known by: L. BLANKET WAIVER OF SUBROGATION (a) Any individual who is: The fonowing is added to Paragraph 8.,, Transfer' Of Rights Of Recovery Against Others To Us, (i) A partner or member of any part- of SECTION IV -- COMMERCIAL GENERAL LI- nership or joint venture; ABILITY CONDITIONS: CG D3 16 11 11 O 2011 The Travelers Indemnity company All rights reserved Policy#1)T-C0-3K790954-PHX-18 COMMERCIAL GENERAL LIABILITY If the insured has agreed in a contract or agree-- 3. "Bodily injury" means bodily injury, mental ment to waive that insured's right of recovery anguish, mental injury, shock,fright, disability, against any person or organization, we waive our humiliation, sickness or disease sustained by right of recovery against such person or organiza- a person, including death resulting from any tion, but only for payments we make because of: of these at any time. a. "Bodily injury" or "property damage" that oc- •N. CONTRACTUAL LIABILITY—RAILROADS curs; or 1. The following replaces Paragraph c. of the b. "Personal injury" or "advertising -injury" definition of"insured contract" in the DEFINI- caused by an offense that is committed; TIONS Section: subsequent to the execution of that contract or c. Any easement or license agreement; agreement. 2: Paragraph f.(1) of the definition of "insured M. AMENDED BODILY INJURY DEFINITION contract" in the DEFINITIONS Section is de- The following replaces the definition of "bodily leted. injury"in the DEFINITIONS Section: CG D3 16 11 11 O 2011 The Travelers Indemnity Company.All rights reserved I ,uJ. 5 1 = '� '6 . . D 0. 6"2 -F.-,- .. '�i E I,.a W, Sat"tld 15.9 .. I 3; E- - . a < v E,-� a-c6 a E S 2 6 -r. S t - .- G m . m¢ .,—" — 0 g, fj 1- -2_ 'i a 0 Z ti, A 0. 10 2 — 171 , 0 -W 5 " �-L- T. - <, -4F 0 io w L - �,:sc g!� �O-.D.-r. 2 IF ED 'x L) 'S oo aj 0 3.: Z5 -E Cl > C� 0 .2 ri m E w 7,o-4 Zi 'Inn I 'm 6':;�63 9 . 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The following is added to Paragraph c. in A.1., CONDITIONS: Who Is An Insured, of SECTION II — COVERED Regardless of the provisions of paragraph a. and AUTOS LIABILITY COVERAGE: paragraph d. of this park 5. Other Insurance, this This includes any person or organization who you insurance is primary to and non-contributory with are required under a written contract or applicable other insurance under which an agreement that is signed by you before the additional insured person or organization is a "bodily injury" or ".property damage" occurs and named insured when a written contract or that is in effect during the policy period, to name agreement with you, that is signed by you before as an additional insured for Covered Autos the "bodily injury" Or "property damage" occurs Liability Coverage, but only for damages to which and that is in effect during the policy period, this insurance applies and only to the extent of requires this insurance to be primary and non- that person's or organization's liability for the contributory. conduct of another"insured". CA T4 99 02 16 O 2016 The Travelers Indemnity Company.All rights reserved. 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E f z 6 E 2 .E lo < E >2 c 0 W cm E uj .0 w o() - I - - 'u cL 'i> - ' m do 2 �o-fo c<l K E < E c -E Q L) Q'6 c 0 mw ® oaE+mtO�E0' csc LL, c0 w 0 Ld E Lu cE c m> Rw< m o= ® o.=-E < 0 g I L) Z5 z o w-6 mmE m 2-L I m -1 1 Q.-LL. az o Q c %i c :E ;5 a>- 2 Ljj rD T 0 a w >p-o E <d �o ul In- r3 m,2 D - EL El (L :5 c. w Z u L o 0161 E ' -j6 E 2 ;5> 2 ❑ a2 W<w oatn-j oc o2a T 3: o vj 2-2 1 2o 0 —6 Is z R o °` u)Iw . . w < E . o- 20 3z ij 2 . 16 6.Ln I E 0 1 -5 > o,. 5- LIJ L) go E E' E E 0 < w 8 az am 0 o 0 0 o o " -2 ' ' - - I z R Ln o o ,, . .7 w '5-6 w I I zw =2 > w w > cr To X w< w Page 1 of 1 BUSINESS INFORMATION Business Name: MACDONALD-MILLER FACILITY SOLUTIONS,INC. UBI Number: 602 254 260 Business Type: WA PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 7717 DETROIT AVE SW, SEATTLE,WA, 98106-1903, UNITED STATES Principal Office Mailing Address: Expiration Date: 12/31/2020 Jurisdiction: UNITED STATES,WASHINGTON Formation/Registration Date: 12/11/2002 Period of Duration: PERPETUAL Inactive Date: Nature of Business: CONSTRUCTION REGISTERED AGENT INFORMATION Registered Agent Name: WASHINGTON CORPORATE SERVICES,INC. Street Address: 7015TH AVE STE 3600, SEATTLE,WA,98104-7010, UNITED STATES Mailing Address: GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL MARK WEBSTER GOVERNOR INDIVIDUAL REAGAN PERRY GOVERNOR INDIVIDUAL STEPHANIE GEBHARDT GOVERNOR INDIVIDUAL DERRICK SIMONDS https:Hccfs.sos.wa.gov/ 12/2/2019 I RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING 2. ORIGINATING 4. TYPE ❑ CONTRACTOR ❑ PUBLIC ❑ PROFESSIONAL ❑ GOODS ❑ REAL ❑ ORDINANCE ❑ CONTRACT ❑ OTHER 5. PROJECT 6. NAME 7. EXHIBITS 8. TERM: 9. TOTAL REIMBURSABLE IS SALES RETAINAGE: ❑ PURCHASING: 10. DOCUMENT PROJECT [ DIRECTOR ❑ RISK ❑LAW 11. COUNCIL 12. CONTRACT ❑ SENT ❑ ATTACH: ❑ L1 SIGNATORY ❑ CITY ❑ ASSIGNED ❑ SIGNED COMMENTS: DEPT./DIV: cc?ARV- STAFF PERSON: c/1•GVi 1 EXT: "6 i 1 3. DATE REQ. BY: I OF DOCUMENT (CHECK ONE): SELECTION DOCUMENT (E.G, RFB, RFP, RFQ) WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT SERVICE AGREEMENT �- GMAINTENANCE AGREEMENT AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION AMENDMENT(AG #): ❑ INTERLOCAL • NAME: extra 1 f (( it o te d DY v j 1 , \ Mg-IV# 1AC-Z- OF CONTRACTOR: lOh -I a ADDRESS: it ti T hot 1 6 t-I WA 92)I06 TELEPHONE E -MAIL: FAX: SIGNATURE NAME: TITLE AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS COMMENCEMENT DATE: %Apw' WrKP14.4107. COMPLETION DATE: 1)4G 31) 2019 COMPENSATION $ (.p3OO• DO + . ODl'B f- - (#169-I .O 0 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE AMOUNT: ❑ RETAINAGE BY (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED 1/1. +o 001- 1100.33%.576•4S0•t4e0 A * a,OG 02, PLEASE CHARGE TO: +yZ thvotcacl tit. Fv i ‘34 c3ot Dv-ArtCk • - 3its0 BOO 04 /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED MANAGER Z 17.•1.2;•(.4) /2 /j.3 //L MANAGEMENT (IF APPLICABLE) X115114- APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 3/7-V CA SIGNATURE ROUTING ) . ,/ 1, 1 TO VENDOR/CONTRACTOR DATE SENT: / o 11.... DATE REC'D: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DAT D 1SSI9N DEPARTMENT '1 ' (MAYOR OR DIRECTOR) S C[ / � 7 CLERK AG# AG# I S 7- COPY RETURNED DATE SENT: 313 'I1 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway corn MAINTENANCE AGREEMENT FOR COPPER THEFT PROTECTION SYSTEM MAINTENANCE This Maintenance Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and MacDonald - Miller Facility Solutions, Inc., 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: MACDONALD- MILLER FACILITY SOLUTIONS, INC.: Perry England 1717 Detroit Avenue S.W. Seattle, WA 98106 206 - 768 -4056 (telephone) CITY OF FEDERAL WAY: Steve Ikerd 33325 8th Ave. S. Federal Way, WA 98003 -6325 (253) 835 -6911 (telephone) Steve. ikerd @cityoffederalway. corn The Parties agree as follows: 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than December 31, 2019 ( "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 wan-ants 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 will not be 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. 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 MAINTENANCE AGREEMENT - 1 - 1/2015 Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www. cityoffederalway corn delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Contract, 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 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 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. 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 fmal payment is made. MAINTENANCE AGREEMENT - 2 - 1/2015 CITY ov Federal Way 5. INDEMNIFICATION. CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. corn 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 MAINTENANCE AGREEMENT - 3 - 1/2015 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway corn 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. The Contractor will fully cooperate with the City in identifying and assembling records in case of any public 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 delivery all needed or contracted for work project upon demand. All records submitted by the City to the Contractor will be safeguarded by the Contractor. Contractor shall make such data, documents, and files available to the City 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 MAINTENANCE AGREEMENT - 4 - 1/2015 CITY F O Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederahvay corn 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 10.4 Prevailing Wages. 10.4.1 Wages of Employees. This Agreement is subject to the minimum wage requirements of Chapter 39.12 of the Revised Code of Washington, as now existing or hereafter amended or supplemented. In the payment of hourly wages and fringe benefits to be paid to any of Contractor's laborers, workers and/or mechanics, Contractor shall not pay less than the "prevailing rate of wage" for an hour's work in the same trade or occupation in the locality within the State of Washington where such labor is performed, as determined by the Industrial Statistician of the Department of Labor and Industries of the State of Washington, which current "prevailing rates of wage" are attached hereto as Exhibit "D" and incorporated herein by this reference. Prevailing wages paid pursuant to this Agreement shall be the prevailing wage rates that are in effect on the date when the bids, proposals, or quotes were required to be submitted to the City. 10.4.2 Agreements Exceeding One Year. Pursuant to WAC 296 - 127 -023, or hereafter amended, the City agrees to pay any increase in the current prevailing wages if and when this Contract is extended provided that the term of the Contract exceeds one year. The City further agrees to pay the current prevailing wages at the time of additional yearly extensions, and the Contractor agrees to pay its employees the increased prevailing wage. 10.4.3 Exemptions to Prevailing Wage. The prevailing wage requirements of Chapter 39.12 RCW, and as required in this Agreement do not apply to: Sole owners and their spouses; any partner who owns at least 30% of a partnership; the President, Vice President and Treasurer of a corporation if each one owns at least 30% of the corporation. 10.4.4 Reporting Requirements. Contractor shall comply with all reporting requirements of the Department of Labor and Industries of the State of Washington. Upon the execution of this Agreement, Contractor shall complete and file a Statement of Intent to Pay Prevailing Wages with the Department of Labor and Industries. Upon completion of the Work, Contractor shall complete and file an Affidavit of Wages Paid with the Department of Labor and Industries. Contractor shall deliver copies of both the Statement of Intent to Pay Prevailing Wages and the Affidavit of Wages Paid, certified by the Department of Labor and Industries, to the City. 10.4.5 Disputes. In the event any dispute arises as to what are the prevailing rates of wages for work of a similar nature and such dispute cannot be resolved by the City and the Contractor, the matter shall be referred for arbitration to the Director of the Department of Labor and Industries of the State of Washington and the decision therein shall be final and conclusive and binding on all parties involved in the dispute. 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. MAINTENANCE AGREEMENT 5 1/2015 FecJeral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityofledera/way corn 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 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. 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 MAINTENANCE AGREEMENT - 6 - 1/2015 ` CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www dtyoffedera!way corn 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 maybe 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. MAINTENANCE AGREEMENT [Signature page follows] 7 1/2015 ` CITY OF CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 w y. ww cityofederahva corn � Federal Way IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: Jim Fy'7 1, ayor DATE: 5/Iii/i7 MACDONALD- MILLER FACILITY SOLUTIONS, INC. ct -,- `-' Printed Name: Title: (; .0 .0 C \/ f DATE: 1- I l - 1.7 By: TIT ATTEST: erk, Stephanie Cou y, CMC APPROVED AS TO FORM: City Attorney, .Ziavt c, l..� STATE OF WASHINGTON ) ) ss. COUNTY OF (�,�,� ) On this day personally appeared before me MA r k W e b S- er , to me known to be the C,00. of MacDonald - Miller Facility Solutions, 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 1 lit"' day of tQ ?61 , 2012. yg�E BABC�c�otary's signature ��-�- ,. - - -- 4gwary's printed name ' V%,�,iAl.A(- �',�,��,ENt F +,0 , Notary Public in and for the State of Washington. 'l n a ; o NOTRRy epos =--:., My commission expires -x.17 � ;a - -- In, Y P 1°UBtP • ; ? o• ,`o: . 27. 'L • 'Op WAS MAINTENANCE AGREEMENT 8 1/2015 CITY OF 44k Federal Way EXHIBIT "A" SERVICES 1. The Contractor shall do or provide the following: CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway corn Copper Theft Protection System (CTPS) MacDonald - Miller Facility Solutions, Inc. developed a Copper Theft Prevention System (CTPS), a unique technology innovation to prevent copper theft. CTPS is designed to meet the specific needs of user groups. At the heart of CTPS is a web -based Honeywell system that combines current technology with fundamental electrical concepts. CTPS notifies owner designated personnel and law enforcement agencies in real time during the early stages of a crime. CTPS is a first line of defense in copper theft. A designated command center, typically located in police headquarters, will host the CTPS flat- screen monitor for visual identification. CPTS Sites for this Maintenance Agreement: Saghalie Park - 33914 19th Ave SW Sacajawea Park - 1401 Dash Point Rd. Lakota Park - 31334 SW Dash Point Rd. Maintenance: 1. Annual maintenance of each site to validate and test functionality of each location and also at the command center. 2. Verify system test button is functional at every site, validate email alarming distribution, test alarming functionality, back -up database, verify graphical interface is working properly and install any software patches needed. 3. Maintenance tasking will be performed during normal business hours. MAINTENANCE AGREEMENT 9 1/2015 CITY OF Federal Way EXHIBIT "B" COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoflederalway com 1. Total Compensation: In return for the Services, the City shall pay the Contractor a total amount not to exceed Six Thousand Three Hundred and No /100 Dollars ($6,300.00) and Washington State sales tax equal to Five Hundred Ninety -Nine and No /100 Dollars ($599.00) for a total of Six Thousand Eight Hundred Ninety- Nine and No /100 Dollars ($6,999.00). 2. Method of Compensation: $2100.00 per year x 3 year agreement = $6300.00 x 9.5% tax = $599.00 Total 3 yr. amt. $6899.00 MAINTENANCE AGREEMENT - 10 - 1/2015 - - AC ©RD" 1/4----- CERTIFICATE OF LIABILITY INSURANCE - - -- - -- -- - - DATE 2/1/2017 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 if SUBROGATION IS WAIVED, subject to the terms and conditions of this certificate does not confer rights to the certificate holder in lieu of such policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. the policy, certain policies may require an endorsement. A statement on endorsement(s). NONTACT PRODUCER Hub International Northwest LLC 12100 NE 195th St. Suite 200 Bothell, WA 98011 I : PHONE FAX (A /C, No. Bet): (425) 4894500 ; (AIC, No):(425) 4854489 Miss: now.info ©hubinternational.com INSURERLSI AFFORDING COVERAGE ! NAIC # INSURER A : Liberty Mutual Fire Insurance Company :23035 INSURER B: Liberty Insurance Corporation ;42404 INSURED MacDonald - Miller Facility Solutions, Inc. P.O Box 47983 Seattle, WA 98146 I INSURER C: Berkley Assurance Company '39462 INSURER D INSURER E : INSURER F : COVERAGES • THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSI)RED 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 POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ? TYPE OF INSURANCE 1ADDL LTR :INSO SUBRI MD i POLICY NUMBER POLICY EFF — (MM1ODmYy� 12/31/2016 POLICY 2C FMMmDIYYYY) 12/31/2017 LIMITS A X COMMERCIAL GENERAL LIABILITY X ;OCCUR X X TBZ -Z61 -066178 -036 2,000,000 EACH OCCURRENCE i3 i CLAIMS-MADE DAMAGE TO RENTED 500,000 PREMISES (Ea occurrence) < S I X I WA STOP GAP 5,000 MED EXP (Any one person) ? S PERSONAL & ADV INJURY I $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: LOC GENERAL AGGREGATE = 5 4,000,000 I POLICY 1 X JET PRODUCTS - COMP/OP AGG $ 4,000,000 OTHER: A AUTOMOBILE LIABIU1Y 1 X SCHEDULED AUTOS A� OS OLDY X AS2 -Z61- 066178 -026 12/31/2016 12/31/2017 COMBINED NEDOSINGLE Li IT ` $ 2,000,000 I$ X ANY AUTO BODILY INJURY (Per person) OWNED AUTOS ONLY BODILY INJURY (Per accident): $ HIRED �I AUTOS ONLY I PROPERTY DAMAGE I $ (Per accident) I B ' X I UMBRELLA LIAB i X - OCCUR EXCESSUAB ' CLAIMS-MADE X X TH7 -Z61- 066178 -056 12/31/2016 12/31/2017 EACH OCCURRENCE 5,000,000 b AGGREGATE $ 5,000,000 DED j X RETENTIONS 10,0001 ! b A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER /MEMBER EXCLUDED'? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS YIN N I A TB2 -261- 066178 -036 PCADB- 5001463 -1216 12/31/2016 12/31/2016 12/31/2017 12/31/2017 : PER X ' 0TH - : STATUTE i ER EL EACH ACCIDENT I 1,000,000 E I I EL DISEASE - EA EMPLOYEE S 1,000,000 below E.L. DISEASE - POLICY LIMIT OCC /AGG: 1,000,000 S 2,000,000 C PROF' /POLL DESCRIPTION OF OPERATIONS 1 LOCATIONS !VEHICLES (ACORD 101 Additional Remarks Schedule, may be attached it more space is required) RE: MM JOB #76179029; COPPER THEFT PROTECTION SYSTEM INSTALLATION ADDITIONAL INSURED AS REQUIRED BY WRITTEN CONTRACT: CITY OF FEDERAL WAY, ITS OFFICERS, OFFICIALS, EMPLOYEES, VOLUNTEERS AND AGENTS. COVERAGE IS PRIMARY AND NON - CONTRIBUTORY. WAIVER OF SUBROGATION, AND PER PORJECT AGGREGATE APPLIES. SEE ATTACHED ENDORSEMENT(S). *NIA TO ADDITIONAL INSURED CERTIFICATE HOLDER CITY OF FEDERAL WAY 33325 8TH AVE 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 ACORD 25 (2016/03) © 1988 -2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD rry persons or properly for a charge; (b) Not being used t n III — Limits Of Insurance is replaced by the following: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL UABILITY ENHANCEMENT FOR CONTRACTORS 1 C E COMMERCIAL GENERAL LIABILITY COVERAGE PART B. Paragraph S. Index of modified items: :G The Damage To Premises Rented To You Limit is the greater of a. $300,000; or b. The Damage To Premises Rented To You Limit shown on the Declarations. C. Paragraph 9.a. of the definition of "Insured contract" in Section V — Definitions Is replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion or subsequent damages resulting from such fire, lightning or explosion including water damage to premises while rented to you or temporarily occupied by you with permission of the owner is not an "Insured contract'. D. The paragraph immediately following Paragraph (6) of exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability Is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning or explosion or subsequent damages resulting from such fire, lightning or explosion Including water damage) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days, A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III — Limits of Insurance. m o. E U. Ci V a U m 3� C q m G a o< !t! J C 3 : O O „ L �O m �_�i. i T 3, 2.3. : cy co c mw yao o m a w _ t c E � v„ � c K� `u vou0oaaUca a. grmwC ¢n E t t t 5 o m„ n„ 0 q m O m n _ m ,f1 1,-- gli'ZaD2a3¢mo'02,Rc7, Oum Y_m © .ew om,,i m F- w O� 2 O 2 m C O' O O `a m J m Q Gg7_ 3 .� m .L. O D O C c E W LL „ m O1 `„.' V i. — 0RR E�= '�Ngmmma 7, c E D g o .. E g a °- 0 5 c o 3 f = o zzammxzmmvodfzM _,mmoa4m u EEEEEE E� OED E f.E= E E .E Y 9 S� a o p ni ri - ,NC7.m,6,6 6� a-, r, m w m w m m c m m a m m E "?EE ..222.0 C1 Item 1. Reasonable Force Item 4, Bodily Injury To Co- Employees Exclusion a. of Section I - Coverage A • Bodily Injury And Property Damage Liability is replaced by the following: A, Paragraph 2. of Section II • Who Is An Insured is amended to Inc Each of the following is also an insured. Item 2. Non -Owned Watercraft Extension 0 F (2) To your partners or members (if you are a partnership or joint vent LC 04 43 0612 a ro mr 3 m > ME 0 0 t m ■ J L a o ;; c, 2 U w ‘..4 00 ni O 7 d ° 2 g t 0 Tcl D W o T '6C6 t UI [a L O b w 3 N& 4 a a N LC 04 43 0612 > 0 m C. C. LC 04 43 05 12 N p b C En g'_ ? Item 11. Property In Your Care, Custody Or Control Blanket Additional Insured Where Required By Written Contract J R a dl O c m <0 0 0 0 a, 0 a X ° a C a a y, .0 d d is amended to add the following: F513 ` :11: .r E- V3 . 118. mm'`m 0 3 N^ m 0' 1123 m m oa.o 5mn ;a63 ,2„ m `g = t-s: ' o b n - E°1-70 .a o §.51,- o L N m g C . U L a V m v O a 2 c U ~O 3 C - o mom o.do', 2.'2 °� mm . C v oaa `°=p Co°' AC S n m" u c a ` ` m 0 S m C N t O C 3 N 0 £ a ma, 9 N c n 0 1 g,--.2 C2 LII'`o, o.oc m= c = n ° .o c 2E; o °$£ :3 0r8g 3o. - . ' a t c .V& ?- 4m It o £c c°a afl m- °:� aoc ffi0 5T a £am D $`*g a 3 D,C L m N D w oN m 3 $ c� °m ��m@ ' H H am ; .g -m m ,m m0om a ;21 n° 0- 3, cf oR2 mn zm ¢m ../ " Q 2E 2'.11.2 bg2 22 N ra 1. "Property damage" to borrowed equipment, or 0 . E , A r o1 an which takes place alter you cease to be a tenant In that premises or to 1 2. "Property damage" to property in your care, custody and control white in transit. B. This insurance does not apply to any portion of a loss for which the insured has available any other valid and collectible insurance, whether primary. excess, contingent, or on any other basis, unless such other insurance was specifically purchased by the insured to apply in excess of this policy, Limits of Insurance v $10,000 Each Occurrence Limit $25,000 Aggregate Limit Item 12. Mobile Equipment Redefinition (2) Road Maintenance, but not construction or resurfacing: or h coverage is excluded by endorsement. (b) Any premises for (3) Street cleaning. Item 13. Newly Formed Or Acquired E is replaced by the following: Paragraph 3. of Section II — Who Is An Ins Ni a Coverage under this provision is afforded only until: (1) The 180th day after you acquire or form the organization: (2) Separate coverage is purchased for the organization; or (3) The end of the policy period, R 0 2. m "property damage" that LC 04 43 06 12 LC 04 43 06 12 Em 432 T ° pnc L 3 w TE a 4, a Item 15. Blanket Additional Insured — Grantors Of Permits (a) In connection with your premises; or (b) In the performance of your ongoing operations. : 0 item 16. Waiver Of Right Of Recovery ByWrttten C (b) Supervisory, inspection, architectural or engineering acti (b) In connection with premises owned by you. This insurance does not apply to: Item 18. Contractual Liability — Railroads Paragraph 9. of Section V • Definitions is replaced by the fol 9. "Insured Contract" means: LC 04 43 05 12 1. Any construction, renovation, demolition or installation operations performed by or on behalf of you, or those operating on your behalf; 2. Any person or organization whose profession, business or occupation is that of an architect, surveyor or engineer with respect to liability arising out of the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs, specification or the performance of any other professional services by such person or organization; or 3, Any person or organization more specifically covered in Paragraphs e,(1) through (5) above. The insurance afforded to any person or organization as an insured under this Paragraph (1) Applies only to coverage and minimum limits of insurance required by the written agreement or written contract, but in no event exceeds either the scope of coverage or the limits of insurance provided by this policy; LC 04 43 06 12 Ci 2012 Liberty Mutual Insurance, All rights reserved. Page 7 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission, b. A sidetrack agreement; c. Any easement or license agreement; Paragraph f. does not Include that part of any contract or agreement (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: / LC 04 41 06 12 Policy Number TB2 -Z61- 066178 -036 Issued by LIBERTY MUTUAL FIRE INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT OR DESIGNATED LOCATION COMBINED AGGREGATE LIMITS — WITH TOTAL AGGREGATE LIMIT FOR ALL PROJECTS AND LOCATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Schedule Designated Construction Project(s) or Designated Location(s): All "Locations" and All Construction Projects at which you're performing ongoing operations Total Aggregate Limit for all Projects and Locations: $ 20,000,000 A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I — Coverage A, and for all medical expenses caused by accidents under Section I - Coverage C, which can be attributed only to ongoing operations at a single designated construction project or a single designated "location ": 1. A separate Designated General Aggregate Limit applies to each designated construction project and to each designated "location ", and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Designated General Aggregate Limit is the most we will pay for the sum of all damages under Section I - Coverage A, except damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard ", and for medical expenses under Section I - Coverage C regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits ". 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Designated General Aggregate Limit for that designated construction project or designated "location ". Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated General Aggregate Limit for any other designated construction project or designated "location ". 4. The limits shown in the Declarations for Each Occurrence, Damage to Premises Rented to You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated General Aggregate Limit and the Total Aggregate Limit for all Projects and Locations. LC 25 19 01 15 © 2014 Liberty Mutual Insurance Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 5. The Total Aggregate Limit for all Projects and Locations shown in the Schedule of this endorsement is the most we will pay for the sum of all damages caused by "occurrences" under Section I — Coverage A and all medical expenses caused by accidents under Section I — Coverage C which can be attributed only to ongoing operations at a designated construction project or designated "location" shown in the Schedule of this endorsement, regardless of the number of construction projects, "locations ", "occurrences" or accidents. 6. Each Designated General Aggregate Limit is subject to the Total Aggregate Limit for all Projects and Locations shown in the Schedule of this endorsement. B. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I — Coverage A, and for all medical expenses caused by accidents under Section I - Coverage C, which cannot be attributed only to ongoing operations at a single designated construction project or single designated "location ": 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products- Completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Designated General Aggregate Limit. C. When coverage for liability arising out of the "products- completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard" will reduce the Products - Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated General Aggregate Limit. D. If the applicable construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. E. For the purposes of this endorsement, the Definitions Section is amended by the addition of the following definition: "Location" means any premises that you occupy for permanent operations as part of your business, but does not include any premises at which you are performing operations as part of a construction project. All premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right -of -way of a railroad shall be considered a single "location ". F. The provisions of Section Ill - Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated, LC 25 19 01 15 © 2014 Liberty Mutual Insurance Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy #AS2 -Z61- 066178 -026 Issued by: Liberty Mutual Fire Insurance Co . THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED - NONCONTRIBUTING This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIERS COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage form. Schedule Name of Person(s) or Organizations(s): Any person or organization whom you have agreed in writing to add as an additional insured, but only to coverage and minimum limits of insurance required by the written agreement, and in no event to exceed either the scope of coverage or the limits of insurance provided by the policy. Regarding Designated Contract or Project: Each person or organization shown in the Schedule of this endorsement is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. The following is added to the Other Insurance Condition: If you have agreed in a written agreement that this policy will be primary and without right of contribution from any insurance in force for an Additional Insured for liability arising out of your operations, and the agreement was executed prior to the "bodily injury" or "property damage ", then this insurance will be primary and we will not seek contribution from such insurance. AC 84 23 08 11 © 2010, Liberty Mutual Group of Companies. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 POLICY NUMBER: AS2- Z61- 066178 -026 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SCHEDULE Name(s) Of Person(s) Or Organization(s): Any person or organization for whom you perform work under a written contract if the contract requires you to obtain this agreement from us, but only if the contract is executed prior to the injury or damage occurring. Premium: $ Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 44 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1