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AG 19-115 - Thundering Oak Tree Care RETURN TO: Mary Jaenicke EXT: 6901 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV: Parks ORIGINATING STAFF PERSON: Jason Gerwen EXT: 6912 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 IN CONTRACT AMENDMENT(AG#): 19-115 ❑ INTERLOCAL ❑ OTHER PROJECT NAME: Tree Service NAME OF CONTRACTOR: Thundering Oak Enterprises,Inc. ADDRESS: PO Box 1847 TELEPHONE 253-288-8733 E-MAIL:Bryce@thunderingoak.com FAX SIGNATURE NAME: BnrCe LandrUd TITLE owner EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION 1] INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS TERM: COMMENCEMENT DATE: 7/1/19 COMPLETION DATE: 3/31/2022 TOTAL COMPENSATION$ $60,500+$80,000+$8,000=$148,500 (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 10YES ONO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDE ❑ PURCHASING: PLEASE CHARGE TO: 0. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW toll 2bzo I 1. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: 10/13/2020 COUNCIL APPROVAL DATE: 10/20/2020 2. CONTRACT SIGNATURE ROUTING r 11 SENT TO VENDOR/CONTRACTOR DATE SENT: 10/22/2020 DATE REC'D: F ;q2_ozz ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDERINOTIFICATION 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.) INIT L/DAT SIG ED AW DEPARTMENT Ig-<GNATORY(MAYOR OR DIRECTOR) ❑ CITY CLERK P .00 El ASSIGNED AG# AG# ;OMMENTS: innr� CITY OF CITY HALL Federal Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway com AMENDMENT NO. 1 TO MAINTENANCE AGREEMENT FOR TREE SERVICE This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation("City"),and Thundering Oak Enterprises,Inc.,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 Tree Service ("Agreement") dated effective July 1, 2019, as follows: 1. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment,as delineated in Exhibit 13-1,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 an attached Exhibit,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. 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 - 3/2017 -A�kFCITY of CITY HALL Fe d e ra I ay Feder 8th Avenue South ederal Way,WA 98003-6325 7 (253) 835-7000 www ciryoffederalway..com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: By: Jim Ferrw31r S phanie Courtney, C , ity Clerk DATE: A APPROVED AS TO FORM: J. Ryan Call, City Attorney THUNDERING OAK ENTERPRISES, INC.: By. G- 4 Printed Name: � vi r Title: CT- Date: 10 bol STATE OF WASHINGTON ) f/ ) ss. COUNTY OF F personally appeared before me to me known to be the On this day p Y pp 9 i of 'IV 644 that executed the foregoing instrument,and acknowledged the said instrume to be the free anvoluntary act and deed of said corporation,for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this day of b , 2 . Notary's signature BRITNEYSEDILLO-SCOTT � Notary Public Notary's printed n State of Washington Notary u is in nd for the State of Washington. My Appointment Expires My commission expires 27 - � jd Dec 19,2020 AMENDMENT - 2 - 3/2017 CITY OF CITY HALL '4! , 33325 8th Avenue South Federal Way,WA 980o03-6325 F+ed a ra r Way (253) 835-7000 www cityoffederalway.com EXHIBIT B-1 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an additional amount not to exceed Eighty Thousand and NO/100 Dollars ($80,000.00) and Washington State sales tax equal to Eight Thousand and NO/100 Dollars ($8,000.00) for a total of Eighty-Eight Thousand and NO/100 Dollars ($88,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed One Hundred Forty-Eight Thousand Five Hundred and NO/100 Dollars ($148,500.00). AMENDMENT - 3 - 3/2017 DATE(MMIDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 07/06/2020 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 ADDITIONAL 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 CONTACT Leslie Parks NAME: HENTSCHELL&ASSOC INC PHONE (253)272-1151 FAX (253)272-1225 ;A:; Nt-.Ext- (Ar C,No): 1436 S.Union Ave. E r.'411 esliep@hentschell.ccm A CYC�R_55 INSURER(S)AFFORDING COVERAGE NAIC a Tacoma WA 98405-1925 INsuRERA: Greenwich Insurance Company 22322 INSURED INSURER 9: ...................... Thundering Oak Enterprises,Inc. INSURER C: PO BOX 1847 INSURER D: INSURER E: Auburn WA 98071 INSURER F.- COVERAGES :COVERAGES CERTIFICATE NUMBER: 20/21 CGL 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. N OTVVITH STANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLISUISK POLICY EFF I P LICY EXP LIMITS LTR TYPE OF INSURANCE I POLICY NUMBER MMIDDIYYYY MMIDDIYYYY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE s 1,000,000 DAMAGE TO RENTED CLAIMS-MADE 1_X_1 OCCUR PREMISES Ea occurrence $ 100,000 MED EXP(Any oneperson) $ 5,000 A Y NPC-1000956-01 07/09/2020 07/09/2021 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY ®PROJECT El LOC PRODUCTS-COM P/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY CCPABIrIED ar:,S!NGL L`!u'•IT $ ;I a a:rid ANYAUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMA'_ $ AUTOS ONLY AUTOS ONLY (Par;3CCidenl UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB HCLAIMS-MADE AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY ST YIN ATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE F7NIA EL EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) [Job#:AG#19-115 Job Type:Maintenance Agreement for Tree Service] RE: Any and all work performed by the named insured.Any entity,person or oganization is included automatically as additional insured and coverage is primary and non-contributory when required by written contract or agreement per CG2010 0413 and CG2001 0413. Waiver of subrogation applies automatically when required by written contract per form XIL436 1208 attached. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Federal Way ACCORDANCE WITH THE POLICY PROVISIONS. 33325 8th Ave S AUTHORIZED REPRESENTATIVE Federal Way WA 98003-6325 /^j I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY CG 20 01 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OT INSURANCE CONDITION This endorsement modifies insurance provided under the following. COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 N. BLANKET WAIVER OF SUBROGATION The following is added to Section IV-Commercial General Liability Conditions: Waiver of Subrogation We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of premises owned or occupied or rented or loaned to you; ongoing operations performed by you or on your behalf, done under a contract with that person or organization; "your work"; or"your products". We waive this right where you have agreed to do so as part of a written contract, executed by you prior to loss. 0. INCIDENTAL MEDICAL MALPRACTICE INJURY 1. For insurance applicable to this Article O, the definition of"bodily injury" in Section V - Definitions is amended to include, "Incidental Medical Malpractice Injury". 2. The following definition is added to Section V-Definitions: "Incidental medical malpractice injury" means "bodily injury", mental anguish, sickness or disease sustained by a person, including death resulting from any of these at any time, arising out of the rendering of, or failure to render, the following services: a. Medical, surgical, dental, laboratory, x-ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; b. The furnishing or dispensing of drugs or medical, dental or surgical supplies or appliances; c. First aid;or d. "Good Samaritan Services". As used in this Article 0., "Good Samaritan Services" are those medical services rendered or provided in an emergency and for which no remuneration is demanded or received. 3. Paragraph 2.a.(1)(d) of Section 11 -Who Is An Insured does not apply to any registered nurse, licensed practical nurse, emergency medical technician or paramedic employed by you, but only while performing the services described in Paragraph 2. above and while acting within the scope of their employment by you. Any "employees" rendering "Good Samaritan Services" will be deemed to be acting within the scope of their employment by you. 4. The following exclusion is added to Paragraph 2. Exclusions of Coverage A.—Bodily Injury And Property Damage Liability of Section I—Coverages: [This insurance does not apply to:) Willful Violation of Penal Statute Liability arising out of the willful violation of a penal statute or ordinance relating to the sale of pharmaceuticals by or with the knowledge or consent of the insured. 5. For the purposes of determining the applicable Limits of Insurance, any act or omission, together with all related acts or omissions in the furnishing of services described in Paragraph 2.a. through 2.d. above to any one person, will be considered one "occurrence". 6. This Article 0. does not apply if you are in the business or occupation of providing any of the services described in Paragraph 2. above. Form XIL 436 1208 C 2008,XL America, Inc. Page 7 of 8 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 2012 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ITIONAL INSURE - STATE OR GOVERNMENTAL AGENCY OR SUBDWISW OR POLITICAL SUBDIVISION - PERMITS OR AUTHOR2ATIONS This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE State Or Governmental Agency Or Subdivision Or Political Subdivision: Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to 2. This insurance does not apply to: include as an additional insured any state or a. "Bodily injury", "property damage" or governmental agency or subdivision or political "personal and advertising injury" arising out subdivision shown in the Schedule, subject to the of operations performed for the federal following provisions: government, state or municipality; or 1. This insurance applies only with respect to b. "Bodily injury" or "property damage" operations performed by you or on your behalf included within the "products-completed for which the state or governmental agency or operations hazard". subdivision or political subdivision has issued a permit or authorization. B. With respect to the insurance afforded to these additional insureds, the following is added to However: Section III—Limits Of Insurance: a. The insurance afforded to such additional If coverage provided to the additional insured is insured only applies to the extent permitted required by a contract or agreement, the most we by law; and will pay on behalf of the additional insured is the b. If coverage provided to the additional amount of insurance: insured is required by a contract or 1. Required by the contract or agreement; or agreement, the insurance afforded to such additional insured will not be broader than 2. Available under the applicable Limits of that which you are required by the contract Insurance shown in the Declarations; or agreement to provide for such additional whichever is less. insured. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 12 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER NPC-1000956-01 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operation Blanket as required by written contract. Blanket as required by written contract. Information reauired to comolete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III — Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is "property damage" caused, in whole or in part, by required by a contract or agreement, the most we "your work" at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of insurance: performed for that additional insured and included in the "products-completed operations 1. Required by the contract or agreement; or hazard". 2. Available under the applicable Limits of However: Insurance shown in the Declarations; 1. The insurance afforded to such additional whichever is less. insured only applies to the extent permitted This endorsement shall not increase the applicable by law; and Limits of Insurance shown in the Declarations. 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 04 13 ©Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: NCP-1000956-01 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Locations Of Covered Operations Blanket as required by written contract . Blanket as required by written contract. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with rospect to liability for "bodily injury", "property This insurance does not apply to "bodily injury" or damage" or "personal and advertising injury" "property damage" occurring after: caused, in whole or in part, by: 1. Your acts or omissions; or 1. All work, including materials, parts or equipment furnished in connection with such 2. The acts or omissions of those acting on your work, on the project (other than service, behalf; maintenance or repairs) to be performed by or in the performance of your ongoing operations for on behalf of the additional insured(s) at the the additional insured(s) at the location(s) location of the covered operations has been designated above. completed; or However: 2. That portion of "your work" out of which the injury or damage arises has been put to its 1. The insurance afforded to such additional intended use by any person or organization insured only applies to the extent permitted by other than another contractor or subcontractor law; and engaged in performing operations for a 2. if coverage provided tc the additional insured is principal as a part of the same project. Nequired by a contract or agreement, the insurance affordod to such additiona! insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 10 04 13 ©Insurance Services Office, Inc., 2012 Page 1 of 2 U R N TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV: ORIGINATING STAFF PERSON:_ �[ l' EXT: 1D 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 PROJECTNAME: NAME OF CONTRACTOR:-Ib " CW11- ADDRESS: TELEPHONE E-MAIL: FAX: SIGNATURE NAME: 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: UUPon 0&MjPje4A&y-, COMPLETION DATE: �_f o �o Do TOTAL COMPENSATION$ t 000 + Qo fa)g- = *k' Oee� (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED OYES ❑NO IF YES,$ 6 QLD PAID BY.❑CONTRACTOR ElCITY RETAINAGE: RETAINAGE AMOUNT: ElRETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDE ❑ PURCHASING: PLEASE CHARGE TO: 0. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ter , ROJECT MANAGER � �Z ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 2�f I. COUNCIL APPROVAL(IF APPLICABLE) SCHEDU1 H)('0N1N1'.'['-vt:E DATE: 3/12- CONMETTEEAPPROVALDATE: ��I " SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: �* 2. CONTRACT SIGNATURE ROUTING ❑ SENT TO 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 SIGNED ❑ LA ARTMENT GNATORY(MAYOR OR DIRECTOR) "7 / g ❑ CITY CLERK ❑ ASSIGNED AG# AG t - 5 ❑ SIGNED COPY RETURNED DATE SENT: `7.` •49 �� ;OMMENTS: 1000 R C17v of CITY HALL Fe d e ra I Way 33325 8th Avenue South Federal Way.WA 98003-6325 (253) 835-7000 www ciryoffederalway com MAINTENANCE AGREEMENT FOR TREE SERVICE This Maintenance Agreement("Agreement") is made between the City of Federal Way, a Washington municipal corporation("City"),and Thundering Oak Enterprises,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: THUNDERING OAK ENTERPRISES, INC: CITY OF FEDERAL WAY: Bryce Landrud Steve Ikerd P.O. Box 1847 33325 8th Ave. S. Auburn, WA 98071 Federal Way, WA 98003-6325 (253) 835-6911 (telephone) 253-288-8733 (telephone) (253)835-6909 (facsimile) Bryce@thunderingoak.com Steve.ikerd@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 March 31, 2022 ("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 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 delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in MAINTENANCE AGREEMENT - 1 - 3/2017 CITY OF CITY HALL 4-,** 33325 F [ a ra I Way Feder 8th Avenue South % Federal Way.WA 98003-6325 (253) 835-7000 vvww c1tyoffederalway com 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(3 0)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 final payment is made. MAINTENANCE AGREEMENT - 2 - 3/2017 clTv OF CITY HALL I ��� 33325 8th Avenue South 4S Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway com 5. INDEMNIFICATION. 5.1 Contractor Indemnification.The Contractor agrees to release indemnify,defend,and hold the City,its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands,actions,suits,causes of action,arbitrations,mediations,proceedings,judgments,awards,injuries,damages,liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities,including,without limitation,their respective agents, licensees, or representatives, arising from,resulting from, or in connection with this Agreement or the performance of this Agreement,except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,then,in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub-contractor shall agree to defend and indemnify the City, its elected officials, officers,employees, agents,representatives, insurers,attorneys,and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act,Title 51 RCW,solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages,compensation or benefits payable to or by any third party under workers' compensation acts,disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless from any and all claims, demands,actions,suits,causes of action,arbitrations,mediations,proceedings,judgments,awards,injuries,damages,liabilities, losses, fines, fees,penalties expenses,attorney's fees,costs,and/or litigation expenses to or by any and all persons or entities, including without limitation,their respective agents,licensees,or representatives,arising from,resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE.The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises,operations,independent contractors,products-completed operations,stop gap liability,personal injury,bodily injury,death,property damage,products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and$2,000,000 general aggregate. b. Workers'compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; C. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 6.2. No i,iniit 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. MAINTENANCE AGREEMENT - 3 - 3/2017 Ctry OF CITY HALL Fe �� ��� 8th Avenue South Federal Way.WA 98003-6325 (253) 835-7000 vvww cilyoffederalway.com 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 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 MAINTENANCE AGREEMENT - 4 - 3/2017 CITY OF CITY HALL 33325 8th Avenue South Federal Way.WA 98003-6325 Federal ay (253) 835-7000 vvww ciryoffederalway coni 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. 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 MAINTENANCE AGREEMENT - 5 - 3/2017 CITY OF CITY HALL Federwa 33325 8th Avenue South Federal Way,WA 98003-6325 y (253) 835-7000 www.cityoffederalway coni 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 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, MAINTENANCE AGREEMENT - 6 - 3/2017 CITY OF CITY HALL A Fe d e ra I Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www.ciryoffederalway,com unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County,Washington and waives any objection that such courts are an inconvenient forum.If either Party brings any claim or lawsuit arising from this Agreement,each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit,including all appeals,in addition to any other recovery or award provided by law;provided,however,however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement.This Agreement maybe executed in any number of counterparts,each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document.All such counterparts shall be construed together and shall constitute one instrument,but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages.The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the"date of mutual execution"hereof. [Signature page follows] MAINTENANCE AGREEMENT - 7 - 3/2017 [f7Y OF CITY HALL Federal Way 8th Avenue South Federal Way,WA 98003-6325 4! (253) 835-7000 www atyoffederalway coo IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: By: _ Jim ell, Mayor Oi�hamicCourtney, CC City Clerk DATE: -7 APPROVED AS TO FORM: E:"-- 61 ;., J. Ryan Call, City Attorney THUNDERING OAK ENTERPRISES, INC.: By: r Printed Nan c: P—UC e LC Title: L" DATE: t` STATE OF WASHINGTON ) ) ss. COUNTY OF } On this day personally appeared before me ice Russell WnAyo to me known to be the of T�iurx =64 001 C 9 F%%&3„ t N C- that executed the foregoing instrument,and acknowledged the said instrument to be the free and voluntary act and deed of said corporation,for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this day of 20 1q. ��,NX\\WkkJIItt N\J, G S4F fill Notary's signature _ 'jV IF 11iNotary's printed name - arnx_c�,a r rri �,Q 04, 41 *� ; Notary I'u lic in and for the State of Washington. x commission expires C� o�3 OpTMy comm p 03/ �a co 20 7o' MAINTENANCE AGREEMENT - 8 - 3/2017 CITY OF CITY HALL Fe d e ra I Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway com EXHIBIT "A" 1. The Contractor shall do or provide the following: I . DEFINITIONS Owners: Park. Recreation & Cultural Services, City and/or City of Federal Way and their authorized representatives shall be understood to mean one and the same. Contract Administrator shall be the City of Federal Way Parks Maintenance Divisions duly authorized representative. Approved means approved by the owner. A roved equal orequivalent, as hereinafter used, shall mean a material or method equal to or better than the required materials or methods. Specifications shall mean these specifications and all addenda thereto. Tree service means the work and provisions described by the Service Contract and all addenda thereto. Native trees shall mean those trees which are indigenous or natural to the site. Ornamental trees shall mean those trees which are not indigenous or natural to the site, and are located as part of the designed landscape. II. SCOPE OF SERVICES A. The Contractor will furnish all labor, tools, specialized equipment, materials, and disposal of waste material generated by the work, unless other arrangements have been made with the Contract Administrator or appointed designee. Contractor shall provide supervision and transportation to perform tree services work as specifically outline in the Scope of Services. B. All fieldwork shall be performed under the supervision of a qualified ISA certified arborist. Laborers shall be licensed for all related functions, including pesticide, fertilizer, and herbicide application, and flagging card when required. C. The Contractor will ensure that employees comply with all applicable City of Federal Way and Washington State regulations and practices with respect to work performed for the City of Federal Way and ANSI Z-133 standards. D. The Contractor's personnel will conduct themselves on site in a professional manner at all times. E. Each employee will wear or display the company's name and/or logo. Vehicles working on City sites will have company name and phone number displayed. MAINTENANCE AGREEMENT - 9 - 3/2017 CITY OF CITY HALL ,..N.' "'SFe d e ra I Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway can F. The Contract Administrator or appointed designee will inspect work performed by the Contractor. In the event of work performance deficiencies, the Contract Administrator will notify the Contractor. Notification may be verbal or written. The City may choose to: Require the Contractor to rectify the deficiency within 48 hours, or hold payment. G. Equipment intensive work using such equipment as;chain saws,chippers,lift trucks shall not commence before 7:00 a.m.and end by 8:00 p.m. on weekdays,(weekend work not allowed without prior approval). In the event of an emergency storm event,hour restrictions may be waived by the Contract Administrator or appointed designee. H. Report any damage,or potential hazard,involving City property immediately to the City of Federal Way Parks Department, (253) 835-6960. After hours emergencies should be reported to the Police/Fire Communications Center- 911. I. Hazardous conditions shall be immediately remedied or secured to prevent further damage and/or protect public from injury. It is the Contractor's responsibility to provide close supervision of operations and management of the site. J. Incidents, altercations, or accident involving the public shall be reported to the Contract Administrator within 24 hours. The Contract Administrator,at his or her discretion,may require a written report from the Contractor describing the incident or accident. K. The Contractor, at his or her expense, will remedy in a timely manner any damage to Public or Private Structures or plant material due to Contractor negligence. L. Contractor will coordinate with the Parks Dept. when any tree services are to be performed. M. Tree services shall include but not be limited to: complete takedowns,crown reduction,thinning,weight reduction,trimming,cabling,planting,fertilizing,pest control and root pruning.Any trimming shall use proper cutting methods to the closest lateral or bud. N. Contractor and employees shall be trained and skilled to perform all tree services in close proximity to structures and facilities on both private and public properties. O. Contractor to provide inspections and hazardous tree assessment reports by a qualified ISA Certified Arborist. P. Since each tree or setting is unique,the City reserves the right to ask for a quote on a tree service prior to authorizing the work to be performed. Q. The City reserves the right to ask for a quote on a tree service that may exceed$2000 prior to authorizing the work to be performed. III . RESPONSE TIME A. Emergency response time not to exceed 6-8 hrs. following a City request. MAINTENANCE AGREEMENT - 10 - 3/2017 CIYy OF CITY HALL o Federal Way 33325 8th Avenue South Federal Way. nu 98003-6325 (253) 835-7000 www cityoffederalway com EXHIBIT "B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor a total amount not to exceed Fifty-Five Thousand and No/100 Dollars ($55,000.00) and Washington State sales tax equal to Five Thousand Five Hundred and No/100 Dollars ($5,500.00) for a total of Sixty Thousand Five Hundred and No/100 Dollars ($60,500.00). 2. Method of Compensation: A. Payment by the City for the services will only be made after the services have been performed, an itemized billing statement is submitted in the form specified by the City and approved by the appropriate City representative, which shall specifically set forth the services performed, the name of the person performing such services,and the hourly labor charge rate for such person. Payment shall be made on a monthly basis, thirty(30) days after receipt of such billing statement. Hourly rates not to exceed: • Tree feller: $125.00 per hour Tree climbing work: $125.00 per hour + Grounds person work: $115.00 per hour + Bucket trucks, trucks and chippers rate: (no charge) • Stump grinding rate: $150.00 per hour. • Fee for a certified tree assessment report: $140.00 NOTE: ISA Certified Arborist will always be on site to perform work or supervise. MAINTENANCE AGREEMENT - 11 - 3/2017 a DATE(MM/DDNYYY) ACCORQ CERTIFICATE OF LIABILITY INSURANCE 6/19/2019 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: It the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME; L'E'31Ye Parks PHONE 272-1151 FAX (zs3>z72-1225 HENTSCHELL & ASSOC INC A!C.Nn Ext: 253) A e•, r. 1436 S. Union Ave. ADDRESS lesliep@hentschell.com INSURER(S) AFFORDING COVERAGE ! NAIC#^ Tacoma WA 98405-1925 INSURERA:Wesco Insurance Company 25011 INSURED INSURER B: Thundering Oak Enterprises, Inc. INSURERC: PO Box 1847 INSURERD: INSURER E: Auburn WA 98071 INSURER F: COVERAGES CERTIFICATE NUMBER:18/19 CGL REVISION NUMBER: T'HIS IS TO CERTIFY THATTHE 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 MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADC�L SVHR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE POLICY NUMBER MMIDDlVYYYI MM/DDIY% X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 A CLAIMS-MADE OCCURD�1:J„GE TC EENTED - 100,000 X WPPIS69575 01 7/9/2018 7/9/2019 _MED EXP(Any one person) S 5,000 PERSONAL&ADV INJURY $ 1,000,000 GENIAI,GREG:�TELIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 � PRO- PRODUCTS-COMPIOPAGG $ 2,000,000 POLICY -' JECT LOC c7THER. COUc'NED SINGLE LIMIT $ AUTOMOBILE LIABILITY iEz ace'de�r ANYAUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE S EXCESS LAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION S ER S ,11dC KM11X]4S 11K919[DOlO STATUTE ORH AKXEMPLOYERS'LIABILITY Y I N ANY PROPRIETOR/PARTNER/EXECUTIVE WPP1569575 01 7/9/2018 7/9/2019 E L.EACH ACCIDENT 5 1,000,000 OFFICERIMEMBER EXCLUDED? ❑ N/A A (Mandatory In NH) (WA Stop Gap) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,descnte under DESC?IPY'If)"I OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 5 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached If more space Is required) RE: Any and all work performed by the named insured. Any entity, person or oganization is included automatically as additional insured and coverage is primary and non-contributory when required by written contract or agreement per CG2038 0413 and CG2001. Waiver of subrogation applies automatically when required by written contract per form GL9900078. CERTIFICATE HOLDER CANCELLATION (253)835-6909 Kathy.messinger@cityoffederal SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Federal Way THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 9718 Federal Way, WA 98063 AUTHORIZED REPRESENTATIVE �1 -ay Stern/LAP '�7 " [71988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD INS025(201401) COMMERCIAL GENERAL LIABILITY CG 20 0104 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 0413 ©Insurance Services Office, Inc., 2012 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 20 38 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS FOR OTHER PARTIES WHEN REQUIRED IGS WRITTEN CONSTRUCTION AGREEMENT This endorsement modifies insurance provided under the following. COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured: additional insureds, the following additional 1. Any person or organization for whom you are exclusions apply: performing operations when you and such This insurance does not apply to: person or organization have agreed in writing 1. "Bodily injury", "property damage" or "personal in a contract or agreement that such person or and advertising injury" arising out of the organization be added as an additional insured rendering of, or the failure to render, any on your policy; and professional architectural, engineering or 2. Any other person or organization you are surveying services, including: required to add as an additional insured under a. The preparing, approving, or failing to the contract or agreement described in prepare or approve, maps, shop drawings, Paragraph 1.above. opinions, reports, surveys, field orders, Such person(s) or organization(s) is an additional change orders or drawings and insured only with respect to liability for "bodily specifications; or injury", "property damage" or "personal and b. Supervisory, inspection, architectural or advertising injury" caused, in whole or in part, by: engineering activities. a. Your acts or omissions; or This exclusion applies even if the claims against b. The acts or omissions of those acting on any insured allege negligence or other wrongdoing your behalf; in the supervision, hiring, employment, training or in the performance of your ongoing operations for monitoring of others by that insured, if the the additional insured. "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused However, the insurance afforded to such the "personal and advertising injury", involved the additional insured described above: rendering of, or the failure to render, any a. Only applies to the extent permitted by law; professional architectural, engineering or and surveying services. b. Will not be broader than that which you are 2. "Bodily injury" or "property damage" occurring required by the contract or agreement to after: provide for such additional insured. a. All work, including materials, parts or A person's or organization's status as an equipment furnished in connection with additional insured under this endorsement ends such work, on the project (other than when your operations for the person or service, maintenance or repairs) to be organization described in Paragraph 1. above are performed by or on behalf of the additional completed. insured(s) at the location of the covered operations has been completed; or CG 20 38 0413 © Insurance Services Office, Inc., 2012 Page 1 of 2 b. That portion of"your work" out of which the 2. Available under the applicable Limits of injury or damage arises has been put to its Insurance shown in the Declarations; intended use by any person or organization whichever is less. other than another contractor or subcontractor engaged in performing This endorsement shall not increase the operations for a principal as a part of the applicable Limits of Insurance shown in the same project. Declarations. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III—Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement described in Paragraph A.1.; or Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 38 0413