AG 18-042 - Washdup, LLC dba Elephant Car WashRETURN TO: KRISTEN GREGORY EXT: 6769
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT./D1V: PD
2.
ORIGINNFINIG STAFF PERSON: KRISTEN GREGORY EXT: 6769 3. DATE REQ. BY: 10/20/20 so I can revise
4. TYPE
OF DOCUMENT (CH ECK 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 AGREEM ENT ❑ HUMAN SERVICES/ CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
O CONTRACT AMENDMENT (AG#) 2016-042 ❑ INTERLOCAL
❑ OTHER
5. PROJECT NAME: Washdup LLC, dba Elephant Car Wash —'Goods ✓f Services' Agreement extension for car wash service
6. NAME OF CONTRACTOR: Washdup LLC, dba Elephant Car Wash
ADDRESS: 31456 Pacific Highway South TELEPHONE 253-941-0436
F;-M A I I,: corporate@elephantcarwash.com FAX:
SIGN;1fUIZEManager
Hunter Haney TITLE 9
7.
EXI IIBITS AND XFFACHMENTS: A SCOPE-; WORK OR SERVICES A COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES A PRIOR CONTRACT/AMENDMENTS
8. "PERM:
COMMENCEMENT DATE: extension COMPLETION DATE: 9/30/2023
9.
TO-FALCOMPENSATION $57,000(INCLUDE EXPENSES AND SALES TAX, IFANY)
(If CALCULAfED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: EYES ANO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS
SALES TAX OWED OYES ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY
RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVII)1.1)
LEI PURCHASING: PLEASE CHARGETO: PD fleet account 504-1100-043-521-10-480, City fleet account 504-1100-043-548-78-480
10.
DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/ DATE APPROV17D
❑ PRO.ILCI MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IFAPPLICABL.E)
A I � W DK 10-23-2020
11. COUNCILAPPROVAL(IFAPPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE:
12. CONTRACT SIGNATURE ROUTING
❑ SENTTO VENDOR/CONTRACTOR DATE SENT:. 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 SIC'sAIED
❑ LAW DEPARTMENT d�t'�—, 3 24 Nazi
❑ SIGNA-1'0RY (MAYOR OR DIRECTOR)
❑ CI'I Y CLI--_;RK
❑ ASSIGNL,D AG# AG# —Q ;
COMMENTS:
council approval not needed for term only amendments. 10/21
2/2017
CITY OF CITY HALL
Federal
edaral Way Feder l Avenue South003
Federal Way, WA 98003-6325
(253) 835-7000
yVww.crtyofiedarahmy com
AMENDMENT NO. 1
TO
GOODS AND SERVICES AGREEMENT
FOR
ELEPHANT CAR WASH
This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal
corporation ("City"), and, Washdup, LLC dba Elephant Car Wash, a Washington company ("Contractor"). The City
and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend
the original Agreement for Elephant Car Wash ("Agreement") dated effective February 15, 2018, as follows:
1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and anyprior
amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no
later than September 30, 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 d� CITY HALL
`
Fe d e ra I Way Feder 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www. atyofiederetway. com
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY:
By: _ ag:2��
Jim 170, Mayor
DATE: -c�, �-
WASHDUP, LLC DBA EL CAR WASH:
By: — l
Printed Name: A-,r- l-t 0-1/7
Title: f ..-
DATE: 1.2 - i s 7 o 2l C)
STATE OF WASHINGTON )
ss.
COUNTY OF J�
ATTEST:
.e Courtney, CMC, Ci lerk
APPROVED AS TO FORM:
�C"Itt _
J. Ryan Call, City Attorney
On this day personally appeared before me to me known to be the
om p m- of L that executed the foregoing
instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability
company, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said
instrument.
GIVEN my hand and official seal this 1 5Y11-- day of 20 26
LYNDA FISCHER
NOTARY PUBLIC
STATE OF WASHINGTON
COMMISSION EXPIRES
DECEfOBER 27, 2021
Notary's signature
Notary's printed nam
;� I '1 4
Notary Nblic in and for the State of Washington.
My commission expires_ 0 )a1106" 1
AMENDMENT - 2 - Rev. 3/2017
3/22/2021 Corporations and Charities System
BUSINESS INFORMATION
Business Name:
WASHDUP,LLC
UBI Number:
602 006 109
Business Type:
WA LIMITED LIABILITY COMPANY
Business Status:
ACTIVE
Principal Office Street Address:
31458 PACIFIC HWY S, FEDERAL WAY, WA, 98003-5404, UNITED STATES
Principal Office Mailing Address:
PO BOX 2009, AUBURN, WA, 98071-2009, UNITED STATES
Expiration Date:
03/31/2022
Jurisdiction:
UNITED STATES, WASHINGTON
Formation/ Registration Date:
03/03/2000
Period of Duration:
PERPETUAL
Inactive Date:
Nature of Business:
OTHER SERVICES
REGISTERED AGENT INFORMATION
Registered Agent Name:
OMW R.A. SERVICES, LLC
Street Address:
901 5TH AVE STE 3500, SEATTLE, WA, 98164-2059, UNITED STATES
Mailing Address:
GOVERNORS
Title
GOVERNOR
Governors Type Entity Name First Name Last Name
INDIVIDUAL STEVEN S. HANEY
https://ccfs.sos.wa.gov/#/BusinessSearch/Businesslnformation 1/1
RETURN TO: EXT:
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
ORIGINATING DEPT./DIV: POLICE
ORIGINATING STAFF PERSON: KRISTEN GREGORY EXT: _6769_ 3. DATE REQ. BY:_12/29/17
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 DOCUNENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL
❑ OTHER
PROJECT NAME: ELEPHANT CAR WASH
NAME OF CONTRACTOR: _WASHDUP, LLC DBA ELEPHANT CAR WASH
ADDRESS: _31458 PACIFIC Hwy S TELEPHONE _253-941-0436
E-MAIL:_CORPORATE@ELEPHANTCARWASH.COM FAX:
SIGNATURE NAME: TITLE
EXHIBITS AND ATTACHMENTS: 9 SCOPE, WORK OR SERVICESV COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
El REFERENCED EXHIBITS PROOF OF AUTHORITY TO SON' ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
TERM: COMMENCEMENT DATE: 10/1/2017 COMPLETION DATE: 9/30/2020
TOTAL COMPENSATION $_ $19,000.00 ANNUALLY s � (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR GE - ATTACH DUL F EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES ANO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED ❑ YES <NO IF YES, $ PAID BY. ❑ CONTRACTOR ❑ CITY
RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE
w PURCHASING: PLEASE CHARGE TO: _504-1100-043-521-10-480
0. DOCUMENT/CONTRACT REVIEW
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
❑ LAW
1. COUNCIL APPROVAL (IF APPLICABLE)
C 1IRWIVaTill ley 1140 V_IIIJ 7 W 311111 Y I�[!;
INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE:
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
INITIAL / DATE SIGNED
❑ LAW DEPARTMENT
❑ SIGNATORY (MAYOR OR DIRECTOR)
❑ CITY CLERK
❑ ASSIGNED AG#
❑ SIGNED COPY RETURNED
;OMMENTS:
` CITY OF CITY HALL
..� Feder Federal Way 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederalway com
GOODS AND SERVICES AGREEMENT
FOR
ELEPHANT CAR WASH
This Goods and Services Agreement ("Agreement") is made between the City of Federal Way, a Washington
municipal corporation ("City"), and Washdup, LLC dba Elephant Car Wash, a Washington company ("Contractor").
The City and Contractor (together "Parties") are located and do business at the below addresses which shall be valid
for any notice required under this Agreement:
WASHDUP, LLC DBA ELEPHANT CAR WASH: I CITY OF FEDERAL WAY:
J`-)ttvC [-yt.RvJ Federal Way Police Department Quartermaster
31458 Pacific Hwy S 33325 8th Ave. S.
Federal Way, WA 98003 Federal Way, WA 98003-6325
253-941-0436 (telephone) (253) 835-6769 (telephone)
(253) 835-6899 (facsimile)
corporate@elephantcarwash.com kristen.gregory@cityoffederalway.com
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
September 30, 2020 ("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 - 9/2017
` CITY OF CITY HALL
Federal Way 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederalway 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 immediately paid by the Contractor to the
City and/or the City may deduct its costs from any remaining payments due to the Contractor.
3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the
other party thirty (30) days' written notice at its address set forth on the signature block of this Agreement. The City
may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches
confidentiality, or materially violates Section 12 and such may result in ineligibility for further City agreements.
4. COMPENSATION.
4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed a
maximum amount and according to a rate or method as delineated in Exhibit `B," attached hereto and incorporated
by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein
shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit `B," the
Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of
the performance and payment of this Agreement.
4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form
specified by the City, including a description of what Work have been performed, the name of the personnel
performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final
bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after the Work 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 - 9/2017
`
Federal e ra 11Jl/ay CITY OF CITY HALL
..�. 33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederalway com
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.
GOODS AND SERVICES AGREEMENT - 3 - 9/2017
Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www atyoffederaM ay com
6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection
with the performance of the services or work by the Contractor, their agents, representatives, employees or
subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such
expiration or termination as follows:
6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such
forms and with such carriers who have a rating that is satisfactory to the City:
a. Commercial general liability insurance covering liability arising from premises, operations,
independent contractors, products -completed operations, stop gap liability, personal injury, bodily injury, death,
property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no
less than $1,000,000 for each occurrence and $2,000,000 general aggregate.
b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to
the laws of the State of Washington;
C. Automobile liability insurance covering all owned, non -owned, hired and leased vehicles with
a minimum combined single limits in the minimum amounts required to drive under Washington State law per
accident for bodily injury, including personal injury or death, and property damage.
6.2. No Limit of Liability. Contractor's maintenance of insurance as required by the agreement shall not
be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the
City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary
insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall
be excess of the Contractor's insurance and shall not contribute with it.
6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial
general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide
certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated
by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with
evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made,"
Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this
Agreement is actually terminated or upon project completion and acceptance by the City.
6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement.
7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this
Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor
may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded
by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing
records in case of any public records disclosure request.
8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs,
design specifications, records, files, computer disks, magnetic media or material which maybe 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
GOODS AND SERVICES AGREEMENT - 4 - 9/2017
` CITY OF CITY HALL
,�.. Federal Way Feder 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www otyoffederalway com
funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review
or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by
law to monitor this Agreement.
10. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS.
10.1 Independence. The Parties intend that the Contractor shall be an independent contractor and that the
Contractor has the ability to control and direct the performance and details of its work, the City being interested only
in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick
leave, vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which
may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other
insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or
incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the
Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City
and complete any required form if the Contractor retired under a State of Washington retirement system and agrees
to indemnify any losses the City may sustain through the Contractor's failure to do so.
10.2 Safety. Contractor shall take all necessary precautions and shall be responsible for the safety of its
employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize
all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal, state and
municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety
and Health Standards for Construction Work (Chapter 296-155 WAC), General Safety and Health Standards
(Chapter 296-24 WAC), and General Occupational Health Standards (Chapter 296-62 WAC). Contractor shall erect
and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places
at or near the site for the protection of its employees and the public, safe passageways at all road crossings,
crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things
necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer, 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
GOODS AND SERVICES AGREEMENT - 5 - 9/2017
` CITY OF CITY HALL
Fe d e ra I Way Feder 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www aryoffederalway.. com
or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives
against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed,
national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps,
unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement
shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or
other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and
shall not violate any of the terms of Chapter 49.60 RCW, Title VI 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
GOODS AND SERVICES AGREEMENT - 6 - 9/2017
` Feder
OF CITY HALL
Fe d e ra I Way 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederalway com
other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict
performance of any of the covenants and agreements contained in this Agreement, or to exercise any option
conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of
those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of
the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure
of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or
default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of
Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the
exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and
jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an
alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit maybe
filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of
the state and federal courts in King County, Washington and waives any objection that such courts are an
inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all
its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all
appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this
paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement.
13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents
and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all
Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute
one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature
and acknowledgment pages from such counterparts may be assembled together to form a single instrument
comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date
upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual
execution" hereof.
[Signature page follows]
GOODS AND SERVICES AGREEMENT - 7 - 9/2017
,!&,� Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www wyoffederaiway com
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY:
17-7-7
Andy J. Hwang, Chief
DATE:
WASHDUP, LLC DBA ELEP ANT CAR WASH:
By: Printed Name:
Name:
Title:j�r �.
DATE:
STATE OF WASHINGTON )
) ss.
COUNTY OF K-I
On this day personally appeared before me��,�P,t 1 to me known to be the
r. LQ d Qv-k of that executed the foregoing
instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability
company, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said
instrument.
GIVEN my hand and official seal this 1� - day of , 20JS
Notary's signature
LYNDA FISCHER Notary's printed name `
NOTARY PUBLIC Nota Public in and for the State of Washington.
STATE OF WAS! 114GTON My commission expires'0� a_ 1T a �
COMMISSION EXPIRES
DECEMBER 27, 2021
GOODS AND SERVICES AGREEMENT - 8 - 9/2017
CIT
AFA
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 com
Provide exterior and full service car washes including the following services:
Exterior:
❑ Prep
❑ Basic Car Wash
❑ Hand Dry
Fleet Full Service:
❑ Prep
❑ Basic Car Wash
❑ Hand Dry
❑ Interior Cleaning (windows, vacuum carpets, interior dash and console wipe down)
Fleet Gold:
❑ Prep
❑ Basic Car Wash
❑ Triple Foam Protectant
❑ Hand Dry
❑ Interior Cleaning (windows, vacuum carpets, interior dash and console wipe down)
GOODS AND SERVICES AGREEMENT - 9 - 9/2017
CITY OF
,r,�,,. Federal Way
EXHIBIT "B"
COMPENSATION
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederalway. com
1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to
exceed fifty seven thousand and NO/100 Dollars ($57,000.00).
2. Method of Compensation:
All charges are billed out monthly, and are due within 30 days of receipt of statement. Prices are subject to
annual price increases of up to 5% without notice. Prices do not include sales tax.
Exterior: (FWPD $5.55; Fleet $6.99)
❑ Prep
❑ Basic Car Wash
❑ Hand Dry
Fleet Full Service (FWPD $9.21; Fleet $17.99)
❑ Prep
❑ Basic Car Wash
❑ Hand Dry
❑ Interior Cleaning (windows, vacuum carpets, interior dash and console wipe down)
Fleet Gold (Fleet $21.97)
❑ Prep
❑ Basic Car Wash
❑ Triple Foam Protectant
❑ Hand Dry
❑ Interior Cleaning (windows, vacuum carpets, interior dash and console wipe down)
GOODS AND SERVICES AGREEMENT - 10 - 9/2017