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AG 18-144 RETURN TO: PW ADMIN EXT: 2700 ID#: 3 I 0 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS/ 2. ORIGINATING STAFF PERSON: t� J EXT: 2 I 3. DATE REQ.BY: CI I I ( ( 3. TYPE OF DOCUMENT(CHECK ONE): o CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) o PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT o PROFESSIONAL SERVICE AGREEMENT 0 MAINTENANCE AGREEMENT .rOODS AND SERVICE AGREEMENT 0 HUMAN SERVICES/CDBG o REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): o INTERLOCAL ❑ OTHER c+ 4. PROJECT NAME: ?C-O 0k LJ Lf L �0h t" r�c, )�i t(!nCS cot" _ —PC,-Tac 0A,44 ,�?r- eV tilt" Cde-rY t t 6 U l 5. NAME OF CONTRACTOR: " il Nfockh,..,e> I-SSo(-so.€S t'S; (IDTON'Cdh ADDRESS: 2 `\ \`\ Arlo vet St- L tool Sent+cc��Jl� 00;1 O6 TELEPHONE: 2.O 6- 26 1- \-7 8 I E-MAIL: She.\c).o4 w .7 r f -. '. 0 rhFAX: 7 'Q(�- Z 67- VIA? SIGNATURE NAME: �\c-i�\C...0 C 0.\501-\ TITLE: 'Pees c1.12.-r\ 6. EXHIBITS AND ATTACHMENTS: SCOPE,WORK OR SERVICES CifdCOMPENSATION 0 INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN 0 REQUIRED LICENSES 0 PRIOR CONTRACT/AMENDMENTS CFWLICENSE#I7 IC3'-fOaD000OBL,EXP. 12/31/ UBI# (.Ooa787yw8,EXP./a /3// /8 7. TERM: COMMENCEMENT DATE: t) n ,itsrf ai-c7 t`C_ - COMPLETION DATE: \1 t 3 k 4 I '00 70 8. TOTAL COMPENSATION:$ g C'( 050 (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑YES 24NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: AYES ❑ i-">V 1iel<o( n %O rc.l co 5'y PAID BY: ACONTRACTOR 0 CITY RETAINAGE: RETAINAGE AMOUNT: /.I 1PO IF YES,$❑RETAINAGE AGREEMENT(SEE CONTRACT)OR ❑RETAINAGE BOND PROVIDED PURCHASING: PLEASE CHARGE TO: 305 - . 00 - I l l7 - -c1 e -SB- 3s-t4 9. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED o PROJECT MANAGER ❑ DIVISION MANAGER ❑ DEPUTY DIRECTOR p 9DIRECTOR C/,?� f 1 18 I 18 (❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW DEPT ER Zo Sij, 20th / 10. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: 9 I i 21(8 COMMITTEE APPROVAL DATE: 91/0 f I S Q SCHEDULED COUNCIL DATE: [ l I 01 18 COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING o SENT TO VENDOR/CONTRACTOR DATE SENT: q X02/ Q p ( -I 0 DATE REC'D: 10—1 D o o ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS o 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 t - iN D ENT L.. DEPT ZK Oct Zip Ps SIGNATORY(MAYOR OR DIRECTOR) r(Z ! CITY CLERK ! (j5 ASSIGNED AG# AG# l b-144 sEGNED COPY RETURNED DATE SENT: V RETURN ONE ORIGINAL COMMENTS: EXEC TE" "ORIGINALS tt1,'A (r\s. lohAH n*1' 1/2018 CITY OF CITY HALL 1106 �.- 33325 8th Avenue South Fed e ra I Way Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway corn GOODS AND SERVICES AGREEMENT FOR PRODUCTION LIGHTING FIXTURES FOR THE PERFORMING ARTS & EVENT CENTER This Goods and Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Pacific Northwest Theatre Associates Acquisition Corporation, a Washington State 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: PACIFIC NORTHWEST THEATRE CITY OF FEDERAL WAY: ASSOCIATES ACQUISITION CORPORATION: EJ Walsh, PE Public Works Director Richard Carlson, President 33325 8th Ave. S. 2414 SW Andover St C 100 Federal Way, WA 98003-6325 Seattle, WA 98106 (253) 835-2713 (telephone) (206) 267-1781 (telephone) (253) 835-2709 (facsimile) (206) 267-1789 (facsimile) EJ.Walsh@cityoffederalway.com sheldonw@pnta.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 November 31, 2018 ("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) GOODS AND SERVICES AGREEMENT - 1 - 9/2017 CITY OF CITY HALL 33325 8th Avenue South Fe d e ra I Way Federal Way,WA 98003-6325 (253) 835-7000 www:cityoffederalway com 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 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, GOODS AND SERVICES AGREEMENT - 2 - 9/2017 CITY OF CITY HALL � 33325 8th Avenue South Fe d e ra 1 Way Federal Way.WA 98Q03003 -6325 (253) 835-7000 www cityoffederatway corn incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Contractor. 4.4 Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.5 Final Payment: Waiver of Claims. Contractor's acceptance of final payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for final payment is made. 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. GOODS AND SERVICES AGREEMENT - 3 - 9/2017 ` CITY OF CITY HALL Federal Way eder 8th Avenue South Federal Way.WA 98003003 -6325 (253) 835-7000 www cityoffederalway corn 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; c. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury,including personal injury or death, and property damage. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit"C" and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. GOODS AND SERVICES AGREEMENT - 4 - 9/2017 ` CITY OF CITY HALL Fe d e ra I \Nay 33325 8th Avenue South Federal Way.WA 98003-6325 (253) 835-7000 wwwcityoffederafway corn 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR/EMPLOYEE CONDITIONS. 10.1 Independence. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 10.2 Safety. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work(Chapter 296-155 WAC), General Safety and Health Standards (Chapter 296-24 WAC), and General Occupational Health Standards (Chapter 296-62 WAC). Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer, 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 GOODS AND SERVICES AGREEMENT - 5 - 9/2017 411146, CITY of CITY HALL Fe d e ra I Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederatway com interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection,negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI 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 tends 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. GOODS AND SERVICES AGREEMENT - 6 - 9/2017 1416 CITY OF CITY HALL 33325 �.'�.., Fe d e ra I Way Feder 8th Avenue South Federal Way.WA 98003-6325 (253) 835-7000 www cityoffederalway corn 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the"date of mutual execution"hereof. [Signature page follows] GOODS AND SERVICES AGREEMENT - 7 - 9/2017 CITY OF CITY HALL 0 Fe d e ra I Way Feder25 8th y,WAue South Federal Way, 98003-6325 (253) 835-7000 www cltyoflederatway corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: r . , 4 , , Ji rrell, Mayor . ie Courtney, CMC, Ci , • erk DATE: / 42/0--V / 71 APPROVED AS TO FORM: Er1.4-u 4f-or J. Ryan Call, City Attorney PACIFIC RTHWEST THEATRE ASSOCIATES ACQUISITION CORPORATION: By: / _... /4' Printed Name: Richard Carlson Title: President DATE: /O 4//, Corporate: STATE OF WASHINGTON ) �/ ) ss. R COUNTY OF ,A3 ) On this day personally appeared before me Richard Carlson, to me known to be the President of Pacific Northwest Theatre Associates Acquisition Corporation 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 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 OZ day of 9 �A�� r , 201ej r Notary's signature Notary's printed name i ,a Lijai-Li Slots•tAton ; Notary Public in and for thTbState of Washington. 11LEXJINDFR SANCHEZ ' My commission expires 1 -ZZ JULY 16.2022 GOODS AND SERVICES AGREEMENT - 8 - 9/2017 44446, CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way.WA 98003-6325 (253) 835-7000 www crtyoffederaiway corn EXHIBIT "A" SERVICES The Contractor shall do or provide the following: PART 1 - General 1.1 References A. Comply with all national, state, and local regulations and the procedures and requirements of the CA Division of the State Architect. In the event of conflict between these specifications and the applicable regulations, the more stringent shall govern. B. Equipment shall be provided per the related trade and regulatory guidelines including, but not limited to, UL, NEC, IEEE, and all manufacturer's recommendations and requirements. Contractor shall be responsible in the event that work under their control voids or jeopardizes manufacturers' warranties. C. Labor shall be provided per applicable labor regulations and practices. 1.2 Current technology A. Only the most current hardware and software shall be provided. In no case will discontinued or superseded products be acceptable. If the manufacturer has developed and successfully released products that meet or exceed the criteria within this specification, the Contractor shall notify the Theatre's Representative and submit the new product for review. If accepted, the products will be provided at no additional cost to the Theatre. Software upgrades and authorized support services for its proper integration into the system shall be provided at no cost to the Theatre throughout the warranty period. B. In the event of known product defects or recall, the Contractor shall immediately notify the City and make immediate arrangements for remedy. C. None of the stipulations herein shall be grounds for revision to the project schedule. D. See related procedures under warranties in this Section. 1.3 Substitutions A. All requests for substitutions from the specified materials, assemblies or related services shall be submitted for review by the Theatre's Representative prior to bid. Substitution requests made after bid shall be neither reviewed nor accepted. Requests shall be made in a timely fashion so as to not affect the project schedule in either case of the substitution being accepted or rejected. B. Documentation for the substitution shall be submitted with supporting material and shall including the related information for the item as specified so that equivalence can be demonstrated. The burden of proof rests solely upon the Contractor. The Theatre's Representative shall be the sole evaluator of the fitness of the substitution. C. All expenses related to the substitution including, but not be limited to, all fees and expenses incurred in the evaluation of the substitution, and any effect on the costs and schedule of other trades whether or not the substitution is accepted, shall be borne by the Contractor. GOODS AND SERVICES AGREEMENT - 9 - 9/2017 lkhh, CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way.WA 98003-6325 (253) 835-7000 www cityoffederaiway corn 1.4 Submittals A. Submittals shall be made in a timely fashion so as to not affect the project schedule, and shall allow for adequate time for review and resubmittal. Partial submittals shall not be acceptable and shall be returned without review. B. All submittals shall be made in electronic format. 1. Provide Hard copies if requested. 2. Files shall be in .pdf format, and submitted via email or download. Third party website transfer services which require membership shall not be an acceptable means of transmittal. C. All submittals shall be complete and submitted as a comprehensive package, including finish selection materials (if required), all materials listed in this section, including, but not limited to, all shop drawings, product data, and any other information required to review the systems. Incomplete submittals will be rejected without review. D. Submittals shall be reviewed and field dimensions verified prior to commencing acquisition for, and fabrication of the work in this section. All services and parts of the work in this section shall be verified through the submittal process. E. Product Data: 1. Submit data sheets for all standard component parts, which shall include all information necessary to verify compliance with this Section. F. Record Documents: 1. At time of final acceptance, submit regulatory listings and certifications as required by prevailing building codes. 2. Within 30 days, submit two (2)paper copies and one (1) electronic copy of "as built" submittals including product data, operations and instructions manuals for all products provided, care and maintenance instructions, service line and online contacts and warranty documents. 3. Submit electronic record documents on CD, DVD or USB flash drive storage media. 1.5 Warranty A. Warranty shall provide coverage of material and product defects and assembly workmanship or installation for a period of three years following the date of acceptance by the Theatre. B. Items under warranty shall be serviced to the satisfaction of the Owner with 14 days of notification to the Contractor. If warranty claims are not serviced to the satisfaction of the owner within the 14 day period, the Contractor shall bear all costs that arise as a result of the delay, including, but not limited to, the use of temporary replacement components, additional Owner's staffing or overtime, shipping, cancelled uses or performances. 1.6 Quality Assurance A. Equipment in this Section shall be provided by specialty suppliers and manufacturers meeting the qualifications listed herein. B. Specialty supplier shall have been continuously engaged in the sales and integration of lighting control equipment similar to that specified herein for a minimum of fifteen years. 1. Manufacturer shall have been continuously engaged in the manufacturing of lighting control equipment similar to that specified herein for a minimum of fifteen years. GOODS AND SERVICES AGREEMENT - 10 - 9/2017 CITY OF CITY HALL 33325 8th Avenue South +� ,,r Federal Way Federal Way, nnu 98003-6325 (253) 835-7000 www cityoffederalway corn C. Specialty suppliers shall have at time of bid and continuously maintain throughout the project and warranty period a Contractor's license appropriate for the work in this Section. D. Specialty suppliers shall maintain bonds in the amount required for the project. E. Specialty suppliers shall have within their employ; manufacturer's factory authorized field services technicians within a four hour travel distance from the Project site. F. All equipment shall be UL listed and bear the appropriate labels. 1.7 Delivery, storage, and handling A. Packing shall prevent damage to the equipment during transit. Costs to repair or replace all equipment damaged during the course of the contract services shall be borne by the Contractor. PART 2 - Products 2.1 Manufacturers A. Dimming and control equipment in this Section shall be provided by specialty manufacturers providing products meeting the specifications herein. B. Dimming and control equipment in this Section shall be the products of the following specialty manufacturers: 1. Electronic Theatre Controls 2. Other manufacturers as listed in the fixture schedule. C. Permission to bid does not imply acceptance of the manufacturer. It is the sole responsibility of the contractor for this section to ensure that any price quotations received and submittals made are for controls systems that meet or exceed the specifications. 2.2 Materials A. All components supplied under this section shall be new. Used or factory reconditioned components shall not be acceptable. 2.3 Production lighting fixtures A. Provide production lighting fixtures, accessories and spare parts as shown in Table 1. B. Fixtures shall have 2 P&G stage pin connectors unless noted otherwise. C. Ellipsoidal spotlights 1. Provide ETC Source Four ellipsoidal spotlights. No substitutions. a. Provide with lenses in beam spreads as noted in appendix. b. Integral cable clamp for power leads c. Positive locking of lamp focus and independent lamp alignment controls d. High impact, thermally insulated knobs and shutter handles e. Reflector secured with shock mounts f. Lens secured with silicone shock mounts g. Rotating shutter assembly- 50° rotation h. 20-gauge stainless steel shutters GOODS AND SERVICES AGREEMENT - 11 - 9/2017 41/4 CITY OF CITY HALL 33325 Federa Way Feder 8th Avenue S Federal Way.WA 98003003 -6325 (253) 835-7000 www cayoffederalway corn i. Insulated rear handle j. Interchangeable lens tubes for different field angles with Teflon guides for smooth tube movement k. Sturdy integral die cast gel frame holders with two accessory slots, and a top mounted, quick release gel frame retainer 1. 3/16" x 1-1/4" steel yoke with two mounting positions allowing 300°+ rotation of the fixture within the yoke m. Positive locking, hand operated yoke clutch n. Slot with sliding cover for motorized pattern devices or optional iris o. 750 watts maximum D. Par Fixtures 1. Provide ETC Source Four Par EA fixtures. No substitutions. a. Color: Black b. Integral cable clamp for power leads c. Positive locking of lamp alignment controls d. High impact, thermally insulated knobs e. Reflector secured with shock mounts f. Tool free lens changing g. Sturdy integral die cast gel frame holders with two accessory slots, and a top mounted, quick release gel frame retainer h. 3/16" x 1-1/4" steel yoke with two mounting positions allowing 300°+ rotation of the fixture within the yoke i. Steel yoke shall be extra-long to allow re-lamping of the fixture without breaking focus j. Positive locking, hand operated yoke clutch k. 750 watts maximum 1. Accessory lens package 2. Provide ETC ColorSource Par Deep Blue fixtures. No substitutions. a. Color: Black b. Integral cable clamp for power leads c. Positive locking of lamp alignment controls d. High impact, thermally insulated knobs e. Reflector secured with shock mounts f. Tool free lens changing g. Sturdy integral die cast gel frame holders with two accessory slots, and a top mounted, quick release gel frame retainer GOODS AND SERVICES AGREEMENT - 12 - 9/2017 40%16, CITY OF CITY HALL 33325 8th Avenue South Fe d e ra I Way Federal Way.WA 98003-6325 (253) 835-7000 www cityoffederalway corn h. 3/16" x 1-1/4" steel yoke with two mounting positions allowing 300°+rotation of the fixture within the yoke i. Steel yoke shall be extra-long to allow re-lamping of the fixture without breaking focus j. Positive locking,hand operated yoke clutch k. Provide stage pin connectors on each unit as noted above. 1. 7.5"Wide lens (round field) for each unit E. Followspot lights 1. Provide Lycian 1279 Superstar 2.5 followspot, or approved equal. Substitutions shall be requested in writing prior to submission of quotes and contain sufficient manufacturer's documentation to demonstrate that the substitution meets or exceeds the specification. Approval of the substitution shall be at the sole discretion of the owner. 2. Followspot shall: a. Be UL listed. b. Lamp 2500 watt HMI/MSR single ended lamp c. Spare lamp 3. Provide with the following options: a. Standard tripod base b. Heavy Duty adjustable yoke c. Standard boomerang color changer. d. Tools and manufacturer recommended spare parts. 4. Power connector should be compatible with booth 120/208v 30Y Hubbell Twist connector F. Chauvet Maverick MK2 Profile 1. Provide Maverick MK2 Profile, or approved equal. Substitutions shall be requested in writing prior to submission of quotes and contain sufficient manufacturer's documentation to demonstrate that the substitution meets or exceeds the specification. Approval of the substitution shall be at the sole discretion of the owner. a. Color: Black b. Integral cable clamp for power leads c. CRI: >90 d. 16-bit dimming of master dimmer for smooth control of fades e. Variable CMY+CTO color mixing system to create a wide pallet of colors f. Two rotating, indexing and interchangeable slot and lock gobo wheels g. DMX, WDMX, sACN, and Art-Net for full flexibility of control options h. RDM control over DMX for fixture reporting i. 13° to 37° zoom angle for variable beam sizes GOODS AND SERVICES AGREEMENT - 13 - 9/2017 146, CITY OF CITY HALL Fe d e ra I Way33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederatway corn j. Iris, 3-facet prism, and frost for beam control k. True 1 compatible power input 1. Half coupler clamps (2 for each fixture) m. Optional Additional Equipment: Storage Case. The owner shall determine if the optional equipment will be acquired based on pricing after review of quotes. G. Fixture preparation: 1. As part of base work fixtures shall all be prepare in the following manner: a. Connector shall be prewired. b. Fixtures shall be delivered to the site as assembled by manufacturer. c. Each fixture yoke shall be provided with an industry standard cast iron C-clamp for each yoke or trunnion. d. Safety cables provided for each fixture yoke. 2. Each fixture yoke shall be provided with a black wire rope safety cable with eye and snap hook affixed with compression fittings. a. Provide one for each fixture. 2.4 Accessories A. Provide quantities for all accessories as specified in Table 1. B. Provide the following fixture accessories: 1. Gel frames a. Provide metal gel frames with gel fastener holes of the appropriate size for each fixture. C. SOCAPEX Break-Ins 12/3 1. Color: Black 2. Rating: 20 Amp, 125 VAC 3. Cable Gauge: 12/3 4. Terminations: 19 Multi-Pin Connector to 2 P&G Stage Connectors; staggered lengths D. Control cabling 1. Color: Black 2. Cable assemblies shall be heavy touring grade TMB ProPlex cable or similar. PART 3- Execution 3.1 Installation A. Deliver fixture and accessories as described above and place on stage floor or storage room on ground floor as directed by Owner. B. Provide bill of materials for Owner to check when receiving equipment. GOODS AND SERVICES AGREEMENT - 14 - 9/2017 S CITY OF CITY HALL 33325 Fe d e ra INay Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway corn Table 1: REF DESCRIPTION MFR MODEL QTY NOTES Production Lighting Fixtures 1 Ellipsoidal Spotlight,5 degree ETC 405 8 2 Ellipsoidal Spotlight,10 degree ETC 410 12 3 Ellipsoidal Spotlight, 14 degree ETC 414 6 4 Ellipsoidal Spotlight, 19 degree ETC 419 14 5 Ellipsoidal Spotlight,26 degree ETC 426 12 6 Ellipsoidal Spotlight,36 degree ETC 436 14 7 Ellipsoidal Spotlight,50 degree ETC 450 2 8 PAR Fixtures ETC PAR-EA 4 With 4 standard lenses COLORSOURCE Deep Note additional lens 9 ColorSource Par Deep Blue ETC Blue 20 below* 10 Superstar 2.5 Followspot Lycian 1279 2 11 Maverick MK2 Profile Chauvet MK2 Pro 4 Components&Spares 12 HPL Lamp,750W,2000 hr lamp(S4&PAR) Os./Sylvania,GE Contractor A/R 1 x number of fixtures 13 Stage Pin Connector Contractor Contractor AIR 1 x number of fixtures 14 C-Clamp Contractor Contractor AIR 1 x number of fixtures 15 Safety Cable,Black Contractor Contractor A/R 1 x number of fixtures 16 Gel Frames,Source 4 ERS Contractor Contractor A/R 1 x number of fixtures 17 Gel Frames,Source 4 PAR Contractor Contractor A/R 1 x number of fixtures Cables 18 Socapex Break-In 12/3 Contractor Contractor 9 All 10 foot fixed lengths 19 5-pin DMX Cable,5 feet TMB ProPlex 5 Cable for DMX 20 5-pin DMX Cable, 10 feet TMB ProPlex 18 Cable for DMX 21 5-pin DMX Cable,25 feet TMB ProPlex 8 Cable for DMX Storage Case for MK2 Profile Contractor Contractor 2 GOODS AND SERVICES AGREEMENT - 15 - 9/2017 4k CITY OF CITY HALL Federal inlay Fede8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway.corn EXHIBIT "B" COMPENSATION 1. Total Compensation: In return for the Services, the Cityshallpaythe Contractor an amount not to P exceed Eighty-Nine Thousand Fifty and 70/100 Dollars ($89,050.70). GOODS AND SERVICES AGREEMENT - 16 - 9/2017