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AG 19-130 - MacDonald Miller RETURN'CO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV: A,i' 4'►7 ORIGINATING STAFF PERSON: aq� �4' EXT: l l 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 ❑p�tOFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT XGOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER hh� PROJECT NAME: �!'� U1n'kri ��AYV!aat-,' �t NAME OF CONTRACTOR: �{ r'LL �rYG1 � e� 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: COMP-LETION DATE: 1 TOTAL COMPENSATION$ ` ✓ oV o + 41560 +-.1-t- O v (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 YES ❑NO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDE ❑ PURCHASING: PLEASE CHARGE TO:,156rD -tkw-10�l_� 5kao'-y). q v� 0. Q UMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL../DATE APPROVED /PROJECT MANAGER --- ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 1. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: (p'1 1'0 COMMITTEE APPROVAL DATE: j6 -1V l SCHEDULED COUNCIL DATE: b 1y I COUNCIL APPROVAL DATE: lj 2. CONTRACT SIGNATURE ROUTING c� ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: � DATE REC'D: I' ❑ 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 5IGNED ❑ LA Y DEPARTMENT GGNATORY(MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# 1AG ❑ SIGNED COPY RETURNED DATE SENT: ;OMMENTS: ii?ntR CITY OF CITY HALL ._. e d e ra I Way 33325 8th Avenue South Federal Way.WA 98003-6325 t (253) 835-7000 www cityoffedercilway corn GOODS AND SERVICES AGREEMENT FOR HVAC CONTROLS UPGRADE This Goods and Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and MacDonald-Miller Facility Solutions, Inc., a Washington corporation ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: MACDONALD-MILLER FACILITY CITY OF FEDERAL WAY: SOLUTIONS, INC.: Steve Ikerd, Parks Deputy Director Stephanie Gebhardt 33325 8th Ave. S. PO Box 47983 Federal Way, WA 98003-6325 Seattle, WA 98146 (206) 767-7995 (telephone) (253) 835-6911 (telephone) 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 November 8, 2019 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. WORK. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit"A,"attached hereto and incorporated by this reference("Work"),performed to the City's satisfaction,within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties. The Contractor warrants that it has the requisite training,skill,and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities,including but not limited to obtaining a City of Federal Way business registration.The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed.The Contractor warrants goods are merchantable,are fit for the particular purpose for which they were obtained,and will perform in accordance with their specifications and Contractor's representations to City. The Contractor shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within one(1)year after the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any part of the goods are repaired, only original replacement parts shall be used;rebuilt or used parts are not acceptable.When defects are corrected,the warranty for that portion of the work shall extend for one(1)year from the date such correction is completed and accepted by the City.The Contractor shall begin to correct any defects within seven(7)calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by GOODS AND SERVICES AGREEMENT - 1 - 9/2017 CITY OF CITY HALL Federal Way 33325 8th Avenue South �,`rlr,. Federal Way.WA 98003-6325 (253) 835-7000 www cityoffederalway com the City,the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. 2.3 Time,Documentation,and Inspection.Work shall begin immediately upon the effective date of this Agreement. Work shall be subject,at all times,to observation and inspection by and with approval of the City,but the making(or failure or delay in making)such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Agreement,notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. 2.4 Clean Up. At any time ordered by the City and immediately after completion of the Work, the Contractor shall,at its own expense,clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to,perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty(30)days'written notice at its address set forth on the signature block of this Agreement.The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies,breaches confidentiality, or materially violates Section 12 and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit"B,"attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit "B," the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Pa ent. On a monthly basis,the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Work have been performed, the name of the personnel performing such Work,and any hourly labor charge rate for such personnel.The Contractor shall also submit a final bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after the Work has been performed and within thirty(30)days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Work does not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement.The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Defective or Unauthorized Work. If any goods,materials,or services provided under this Agreement are either defective,unauthorized,or otherwise do not meet the requirements of this Agreement,the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. If Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Contractor. GOODS AND SERVICES AGREEMENT - 2 - 9/2017 CITY OF CITY HALL �..~ 33325 8th Avenue South Fe d e ra l Way Federal Way.WA 98003-6325 (253) 835-7000 www crryoffederalway com 4.4 Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.5 Final Payment:Waiver of Claims. Contractor's acceptance of final payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for final payment is made. 5. INDEMNIFICATION. 5.1 Contractor Indemnification.The Contractor agrees to release indemnify,defend,and hold the City,its elected officials,officers,employees,agents,representatives,insurers,attorneys,and volunteers harmless from any and all claims,demands,actions, suits,causes of action,arbitrations,mediations,proceedings,judgments,awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities,including,without limitation,their respective agents,licensees,or representatives, arising from, resulting from, or in connection with this Agreement or the performance of this Agreement,except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub-contractor shall agree to defend and indemnify the City,its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver.It is specifically and expressly understood that the Contractor waives any immunity that maybe 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 Ci!y 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 GOODS AND SERVICES AGREEMENT - 3 - 9/2017 CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way.WA 98003-6325 (253) 835-7000 www cityoffederalway com 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 Lind I. of 1.iab i i ity. 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. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject,at all reasonable times,to inspection,review GOODS AND SERVICES AGREEMENT -4 - 9/2017 CITY OF CITY HALL Fe d e ra I Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway com or audit by the City, its authorized representative,the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR/EMPLOYEE CONDITIONS. 10.1 Independence.The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work,the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave,vacation pay or any other benefit of employment,nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor,shall not be deemed to convert this Agreement to an employment contract.If the Contractor is a sole proprietorship or if this Agreement is with an individual,the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 10.2 Safety. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees,agents,and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal,state and municipal safety and health laws and codes,including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296-155 WAC), General Safety and Health Standards (Chapter 296-24 WAC),and General Occupational Health Standards(Chapter 296-62 WAC).Contractor shall erect and properly maintain,at all times,all necessary guards,barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks,street intersections,post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer,gas,steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Work.The Contractor shall,at its own expense,secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same 10.3 Risk of Work. All work shall be done at Contractor's own risk,and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City,regardless of whether such may provide a secondary or incidental benefit to the Contractor,shall not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services.Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. EQUAI: [OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract,there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives GOODS AND SERVICES AGREEMENT - 5 - 9/2017 CITY OF CITY HALL A'! Federal Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 vvww cityoffederalway con) 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 hiternretation 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 Parry 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 L..aws. 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 GOODS AND SERVICES AGREEMENT - 6 - 9/2017 CITY OF CITY HALL �� 33325 8th Avenue South Federal y Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway com performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants,agreements or options,and the same shall be and remain in full force and effect.Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default.Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court,King County,Washington,unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit,then suit maybe filed in any other appropriate court in King County,Washington.Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum.If either Party brings any claim or lawsuit arising from this Agreement,each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit,including all appeals, in addition to any other recovery or award provided by law; provided,however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution.Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement maybe executed in any number of counterparts,each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document.All such counterparts shall be construed together and shall constitute one instrument,but in making proof hereof it shall only be necessary to produce one such counterpart.The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the"date of mutual execution"hereof. [Signature page follows] GOODS AND SERVICES AGREEMENT - 7 - 9/2017 qrr OF CITY HALL Federal Way 33325 8th Avenue South Federal VVay WA 98003-6325 ^►I...i (253) 835-7000 tvtvw<ny.1lf(Pd%r;tl.vtti cum IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: "e-7 WA&� V_N� JimF k, yor S phanic Courtney, CMC, ty Clerk DATE: APPROVED AS TO FORM: - �. . �r J. Ryan Call, City Attorney MACDONALD-MILLER FACILITY SOLUTIONS, INC.: By. 0 Printed Name: Title: DATE: 17 Z�1 �l STATE OF WASHINGTON ) ) ss. COUNTY OF On this day personally appeared before me ��ep�. ,ar�� to me known to be the of Mn,r Leo ,a�� � l s ions_ that executed the foregoing instrument,and acknowledged the said instrument to be the fre 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 1util ' 2011. `,11p11//111L1/RfR,R'I � �, 4;�� oi mature ° Frired name �' ic..rnl3 U1 v " - Notary Public in and for the State of Washington. My commission expires 1 1"L '),F.J2.I- � E OF'JVpr�r� "til......u+l..+" GOODS AND SERVICES AGREEMENT - 8 - 9/2017 CITY OF CITY HALL 4_4! Federal �� 33325 8th Avenue South Federal Way.WA 98003-6325 (253) 835-7000 www cityoffederalway com EXHIBIT "A" SERVICES 1. The Contractor shall do or provide the following: A. Replace an existing Tridium AX supervisor software controlling the HVAC system with a new Tridium N4 Supervisor software. B. Recreate all graphics in the new N4 station for Community Center and City Hall. Link the Community Center system to the new supervisor at City Hall. C. Provide HTML-5 graphical interface for City Hall and Community Center on single platform using HTML-5 standards and re-create all appropriate graphics. D. Eliminate all existing JAVA based graphics that currently reside within each of the existing JACE controllers. E. Coordination with the City of Federal Way IT department and provide necessary training to all Federal Way facility personnel and IT departments. F. Provide engineering, drawings and permits. G. Supervision and management of the complete upgrade project. H. Provide proper start up and testing of all DDC graphical interfaces. I. Provide 3-year licensing subscription. GOODS AND SERVICES AGREEMENT - 9 - 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 cltyoffederalway com EXHIBIT "B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Forty-Five Thousand and 00/100 Dollars ($45,000.00), and Washington State sales tax equal to Four- Thousand Five Hundred and 00/100 Dollars ($4,500.00) for a total of Forty-Nine Thousand Five Hundred and 00/100 Dollars ($45,900.00). ALTERNATE PRICING OPTION 1: Below is individual unitary pricing to replace the 25+year old obsolete Staefa zone controllers with new open protocol VAV zone controllers. Upon completion of the N4 software upgrade we will perform a system wide performance analysis. If we identify failed or nonfunctioning existing Staefa zone controllers it will be important to upgrade (replace) them with new units. Zone Controller/unit $1,500.00ea. ALTERNATE PRICING OPTION 2: Below is individual unitary pricing to replace the 25+year old obsolete JCI/UCM zone controllers with new open protocol VAV zone controllers. Upon completion of the N4 software upgrade we will perform a system wide performance analysis. If we identify failed or nonfunctioning existing JCI zone controllers it will be important to upgrade (replace)them with new units. Zone Controller/unit $1,500.00ea. GOODS AND SERVICES AGREEMENT _ 10 - 9/2017 MACDFAC-01 TMOCK CERTIFICATE OF LIABILITY INSURANCE DA7412J2019 IDDIYYYY) , 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). CONTACT PRODUCER i.NALIE:. Hub International Northwest LLC PHONE 'r1FAX P.O.Box 3018 1 (A(C,No, Ext); 489-4500 (A)C,No):(425)485-8489 E-MAIL DE now-info@htibinternational.com Bothell,WA 98041 , ADDRESS: , INSURER(S)AFFORDING COVERAGE NAIC N INSURER A:The Phoenix Insurance Company 25623 INSURED wsURERB:The Travelers Indemnity Company of America_. 25666 „ MacDonald-Miller Facility Solutions,Inc. INSURER C•Travelers Property Casualty Company of America -25674 P.O Box 47983 INSURER D:Berkley Assurance Company 39462 Seattle,WA 98146 INSURER E: - _ INSURER F: COVERAGES CERTIFICATE NUMBER; REVISION NUMSER: I HIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED'ABOVE FOR THE POLICY PERIOD DICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS ERTIFICATE 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 MAYHAVE BEEN REDUCED BY PAID CLAIMS. _ _ INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE POLICY NUMBER LIMITS _ �INSD NIVD - - fMMIDDIVI'YY MMIDDIYYYYI� ...._._.._....... A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE a 2,0001000 T- § 300,000 i CLAIMS-MADE occuR X X DT-CO-3K790954-PHX-18 12/31/2018! 12/3112019 L'I.MAGE TO REN rPF?rWSFS rc,rcn_;.. -. -_ . MED EXP(Any one person) $ 5,000 jPERSONAL&ADV INJURY S 2.000000 GEN'LAGGREGATE.LIMIT APPLIES PER: � y� PRp 4,00-0,0011 POLICY 1 ^ JECT LOC 1 p.t J('TS-GDMPfCP 4GG S I OTHER: $ 6 ____ or•,r 1;N :slNvt rv- 2,000,000 AUTOMOBILE LIABILITY I (Fa.::rcidc-nC '$ X ANY AUTO ! X X DT-810-3K644256-IND-18 12/31/2018 12/31/2019 R0011Y IN i11RY(Per person) i$ OWNED SCHEDULED AUTOS ONLY AUTOS _1300!LY INJURY(Peraceident) HIRED Nt7T+0�LY 1-Fi:7!'Eh:Y ur,Pn,aG= AUTOS ONLY A N iPar accdenik $ C X UMBRELLA LIAB X OCCUR EACH OCCURRENCE I S 5'000'000 EXCESS LIAB CLAIMS-MADE X X CUP-3K811180-18-26 12/3112018, 12/31/2019 AGGREGATE $ 5'000,000 _ _ p.. DED X RETENTIONS 10,000i I$ C WORKERS COMPENSATION ........ 5°,Y-L E ' Y1., ----- AND EPAPLUYERS'LABILITY I .— -—._n.. ANY PROPRIETOR/PARTNER/EXECUTIVE Yom(N1.i IUB-3K811099-18-26-G 12131/2018, 12131/2019 F ACC LEr•i., 5 1.000,000 CF•ICERW EMBER EXCLUDED? I " NIA I A ! (Mandatrrl in NH) —. L I I;E.+'I I_,_vI,L._ EE 1,000,000 If yes des tie under 1,0 ' 00 000 •nFSCR1PTICN OF OPERATIONS below _ - L 1 ISEASC P i r-5' IMI I 5 D PROF`/POLL ii PCADB-5003267-1218 12/3112018 12/31/2019 OCC/AGG 2,000,000 I DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES `ACORD 101,Additional Remarks Schedule may be attached if mom space is re4ulrcdl :ADDITIONAL INSURED AS REQUIRED BY WRITTEN CONTRACT:CITY OF FEDERAL WAY,ITS OFFICERS,OFFICIALS,EMPLOYEES,VOLUNTEERS AND AGENTS.COVERAGE IS PRIMARY AND NON-CONTRIBUTORY.WAIVER OF SUBROGATION,AND PER PORJECT AGGREGATE APPLIES.SEE ATTACHED ENDORSEMENT(S). 'NA TO ADDITIONAL INSURED CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Ci of Federal Way THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City y ACCORDANCE WITH THE POLICY PROVISIONS. 33325 8th Ave South Federal Way,WA 98003 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD m' O 0 3 t o t c 8 E > in c o m E LW"m 0 W m 3 p j C m C d ON m L_J C O y y-N t 0 > m N U C N C C C G C .L.. 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D`o Z n Y of o = a aci c O, O a =1 0 F- m m O o J �< < m a U m c U F F � 0 ) \ § 16 q §! t — ;0 ¥ {{f 2| f� f � � 7 { ;\f f J2 k \� E / j e :eel: / § i Policy#DT-CO-3K790954-PHX-18 COMMERCIAL GENERAL LIABILITY by any ordinance, law or building code to include (ii) A manager of any limited liability as an additional insured on this Coverage Part is company; or an insured, but only with respect to liability for (iii)An executive officer or director of "bodily injury", "property damage", "personal in- any other organization; jury" or "advertising injury" arising out of such op- that is your partner, joint venture erations. member or manager; or The insurance provided to such state or political (b) Any "employee" authorized by such subdivision does not apply to: partnership, joint venture, limited li- a. Any "bodily injury," "property damage,' per- ability company or other organization sonal injury" or "advertising injury" arising out to give notice of an "occurrence" or of operations performed for that state or po- offense. litical subdivision; or (3) Notice to us of such "occurrence" or of an b. Any "bodily injury" or "property damage" in- offense will be deemed to be given as cluded in the "products-completed operations soon as practicable if it is given in good hazard". faith as soon as practicable to your work- J. KNOWLEDGE AND NOTICE OF OCCUR- ers' compensation insurer. This applies RENCE OR OFFENSE only if you subsequently give notice to us of the "occurrence" or offense as soon as The following is added to Paragraph 2., Duties In practicable after any of the persons de- The Event of Occurrence, Offense, Claim or scribed in Paragraphs e. (1) or (2) above Suit, of SECTION IV — COMMERCIAL GEN- discovers that the"occurrence"or offense ERAL LIABILITY CONDITIONS: may result in sums to which the insurance e. The following provisions apply to Paragraph provided under this Coverage Part may a. above, but only for the purposes of the in- apply. surance provided under this Coverage Part to However, if this Coverage Part includes an en- you or any insured listed in Paragraph 1. or 2. dorsement that provides limited coverage for of Section II—Who Is An Insured: "bodily injury" or "property damage" or pollution (1) Notice to us of such "occurrence" or of- costs arising out of a discharge, release or es- fense must be given as soon as practica- cape of"pollutants" which contains a requirement ble only after the "occurrence" or offense that the discharge, release or escape of "pollut- is known by you (if you are an individual), ants" must be reported to us within a specific any of your partners or members who is number of days after its abrupt commencement, an individual (if you are a partnership or this Paragraph e. does not affect that require- joint venture), any of your managers who ment. is an individual (if you are a limited liability K. UNINTENTIONAL OMISSION company), any of your "executive offi- cers" or directors (if you are an organiza- The following is added to Paragraph 6.. Repre- tion other than a partnership,joint venture sentations, of SECTION IV — COMMERCIAL or limited liability company) or any "em- GENERAL LIABILITY CONDITIONS: ployee" authorized by you to give notice The unintentional omission of, or unintentional of an "occurrence" or offense. error in, any information provided by you which (2) If you are a partnership, joint venture or we relied upon in issuing this policy will not preju- limited liability company, and none of your dice your rights under this insurance. However, partners, joint venture members or man- this provision does not affec! our right to collect agers are individuals, notice to us of such additional premium or to exercise our rights of "occurrence" or offense must be given as cancellation or nonrenewal in accordance with soon as practicable only after the "occur- applicable insurance laws or regulations. rence" or offense is known by: L. BLANKET WAIVER OF SUBROGATION (a) Any individual who is: The following is added to Paragraph S., Transfer (i) A partner or member of any part- Of Rights Of Recovery Against Others To Us, nership or joint venture; of SECTION IV — COMMERCiAL GENERAL LI- ABILITY CONDITIONS: CG D3 16 11 11 ©2011 The Travelers Indemnity Company.All rights reserved Policy#DT-CO-3K790954-PHX-18 COMMERCIAL GENERAL LIABILITY If the insured has agreed in a contract or agree- 3. "Bodily injury" means bodily injury, mental ment to waive that insured's right of recovery anguish, mental injury, shock,fright, disability, against any person or organization, we waive our humiliation, sickness or disease sustained by right of recovery against such person or organiza- a person, including death resulting from any tion, but only for payments we make because of: of these at any time. a. "Bodily injury" or "property damage" that oc- N. CONTRACTUAL LIABILITY—RAILROADS curs; or 1. The following replaces Paragraph c. of the b. "Personal injury" or "advertising -injury" definition of"insured contract" in the DEFINI- caused by an offense that is committed; TIONS Section: subsequent to the execution of that contract or c. Any easement or license agreement; agreement. 2: Paragraph f.(1) of the definition of "insured M. AMENDED BODILY INJURY DEFINITION contract" in the DEFINITIONS Section is de- leted. 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Eo cv om cooL_E c E >oUav cm U° a ° as Tmfm o >m tm ooa -5.2 o miEp 5.2 a mm mo m a- CwL > O > m m > O > aNm0 m N TUaj y_ ONE U m aC G m CL n- `m a cava cv mean �� �mdw mxoO.EvJm��� am M- Ao<cmo' Q-' J auua'> mmJ � Qam �° �°v am - m 0°UI m t Q 7 N 0,0 > m o ° T 0 J N y m m°^ ° m a=C a= H m'�L e a N m O m m O 0°n L m m m m m O?Nmnaom3 OU mom nc�im W > mmcmmdm mo y me 4w mm mmmEUo�- u m cvva y� F�Jvu m`mV)a FEoQ� m ¢EanrnmQ mwaai)� `mt1 $o�� co O0 3: nOJvmmmooc5'o EmTnY U W O y U m °a U C m (7 m L y m m 3 m n o H mvI>._C7 m H 3 a c J ma ct� � Cl)t m m H O � ° N O n X f9 U V F Policy#DT-810-3K644256-IND-18 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE - CONTRACTORS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.5., Other 1. The following is added to Paragraph c. in A.1., Insurance of SECTION IV — BUSINESS AUTO Who Is An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part 5. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement, that is signed by you before the applicable other insurance under which an "bodily injuryor property damage" occurs and additional insured person or organization is a that is in effect during the policy period, to name named insured when a written contract or as an additional insured for Covered Autos agreement with you, that is signed by you before Liability Coverage, but only for damages to which the "bodily injury" or "property damage" occurs this insurance applies and only to the extent of and that is in effect during the policy period, that person's or organization's liability for the requires this insurance to be primary and non- conduct of another"insured". contributory. CA T4 99 02 16 ©2016 The Travelers Indemnity Company.All rights reserved. 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CITY OF Fp e a Iia Parks Department Date: May 21. 2019 To: PRHSPS Council Committee Via: Mayor Jim Ferrell John Hutton, Parks Director From: Stephen Ikerd, Deputy Parks Director Subject: MacDonald Miller selection justification Financial impact: During the recent budget adjustment Council approved funds to upgrade the City Hall HVAC controls system in the amount of$50,000. Background: The existing controls for the City Hall HVAC are outdated and updates are no longer available so there is an urgent need to upgrade the system. We recently had a problem that was very difficult to resolve due to the age of the software and equipment. MacDonald Miller Facilities Solutions has been servicing City Hall for the past 9 years, installed the original controls and knows all the of the related equipment and its quirks better than anyone else. The City just solicited bids for HVAC service and Mac Donald Miller won that bid, so they are under a new 3 year contract to provide maintenance and repair services. Updating the controls and knowing how to merge a new control system with old hardware and equipment is a very difficult process and requires special skills. MacDonald Miller staff has the historical knowledge of the facility and the required training to be successful. City Hall has multiple types and brands of HVAC equipment which this vendor is fully certified on; many other vendors are unable to provide a broad spectrum of certified services for the type equipment we have. MacDonald Miller must work directly with the City IT Division to integrate the software and controls into the City systems to insure a seamless process occurs. Again this vendor has work successfully with our IT staff many times in the past to keep our current controls operational, including the last failure. There is a proven confidence level having used a vendor for many years who knows, understands and is skilled to perform this complicated upgrade. It is more efficient, cost effective and less complicated to use the current contractor to make these upgrades rather than to go out for a general bid for a product they will be under contract to service. Their quote is within the expected range of this type upgrade. Available Budget: $50,000 - allocated during the recent budget adjustment. $49,500 —quote to upgrade the City Hall controls, including tax. Recommendation: City Council to award a contract to MacDonald Miller Facilities Solutions in the amount of $49,500 to upgrade the City Hall HVAC controls. Page 1 of 1 BUSINESS INFORMATION Business Name: MACDONALD-MILLER FACILITY SOLUTIONS,INC. UBI Number: 602 254 260 Business Type: WA PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 7717 DETROIT AVE SW, SEATTLE, WA, 98106-1903, UNITED STATES Principal Office Mailing Address: Expiration Date: 12/31/2019 Jurisdiction: UNITED STATES, WASHINGTON Formation/Registration Date: 12/11/2002 Period of Duration: PERPETUAL Inactive Date: Nature of Business: CONSTRUCTION REGISTERED AGENT INFORMATION Registered Agent Name: WASHINGTON CORPORATE SERVICES, INC. Street Address: 701 5TH AVE STE 3600, SEATTLE, WA, 981.04-7010,UNITED STATES Mailing Address: GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL MARK WEBSTER GOVERNOR INDIVIDUAL REAGAN PERRY GOVERNOR INDIVIDUAL STEPHANIE GEBHARDT GOVERNOR INDIVIDUAL DERRICK SIMONDS https://ccfs.sos.wa.gov/ 7/10/2019