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AG 99-160 CITY OF FEDERAL WAY LAW DEPARTMENT REQUEST FOR CONTRACT PREI~ARATIOI~OCUMENT ~IEVIEW/SlGNATURE ROUTINQ SLIP PURCHASE AGREEMENT FOR FLAGPOLES THIS PURCHASE AGREEMENT ("Agreement") is dated effective this 1st day of September, 1999. The parties ("Parties") to this Agreement are the City of Federal Way, a Washington municipal corporation ("City") and Soroptimist International, a non-profit organization, ("Soroptimist"). A. Soroptimist desires to sell fifty (50) flagpoles that outline the entrance to the King County Aquatic Center on Campus Way SW between 21st Ave. SW and Ist Ave. South. B. The City wishes to purchase said fifty (50) flagpoles. NOW THEREFORE, the Parties agree as follows: 1. Purchase of Flaer}oles. Soroptimist agrees to supply and deliver fifty (50) flagpoles, the technical specifications of which are more particularly described in Exhibit "A" attached hereto and incorporated by this reference, within the time period prescribed by the City and pursuant to the direction of the City Manager or his or her designee. Soroptimist shall deliver all applicable warranty books and the manufacturer's statement of origin. Delivery of the flagpoles and all other described items shall occur within ninety (90) days from full execution of this Agreement. 2. Term. The term of this Agreement shall commence upon the effective date of this Agreement and shall continue until the full delivery of the flagpoles and the expiration of all applicable warranties ("Term"). 3. Compensation. 3.1 Total Compensation. In consideration of the Soroptimist supplying and delivering the flagpoles and providing the necessary warranties, the City agrees to pay the Soroptimist an amount not to exceed the sum of One Dollar and No/100 ($1.00); and agrees to pay Washington State sales tax equal to Nine Cents ($.09). 3.2 Method of Payment. Payment by the City for the flagpoles will only be made after the flagpoles have been delivered and accepted by the City, a voucher or invoice is submitted in the form specified by the City, and the same is approved by the appropriate City representative. Payment shall be made thirty (30) days after receipt of such voucher or invoice. 3.3 Soroptimist Responsible for Taxes. Except as otherwise provided in Section 3.1 hereof, the Soroptimist shall be solely responsible for the payment of taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4. Compliance with Laws. The flagpoles and Soroptimist's delivery thereof shall comply with all applicable federal, state, and City laws including, without limitation, all City Codes, ordinances, resolutions, standards and policies, as now existing or hereafter adopted or amended. 5. Warranty. Soroptimist do not warrant the flagpoles. The City agrees that it is purchasing the flagpoles "as is" without warranty. 6. General Provisions. 6.1 Entire Agreement. This Agreement contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior agreements shall be effective for any purpose. 6.2 Modification. No provision of this Agreement may be amended or modified except by written agreement signed by the Parties. 6.3 Full Force and Effect. Any provision of this Agreement which is declared invalid or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full fome and effect. 6.4 Assignment. 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. 6.5 Successors in Interest. Subject to the foregoing Subsection, 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. -2- 6.6 Attomev Fees. In the event either ofthe Parties defaults on the performance of any terms of this Agreement or either Party places the enforcement of this Agreement in the hands of an attorney, or files a lawsuit, each Party shall pay all its own attorney's fees, costs and expenses. The venue for any dispute related to this Agreement shall be King County, Washington. 6.7 No Waiver. 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 on breach or default does not act as a waiver of the City's right to declare another breach or default. 6.8 Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington. 6.9 Authority. Each individual executing this Agreement on behalf of the City and the Vendor represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the Vendor or the City. 6.10. Notices. Any notices required to be given by the Parties shall be delivered at the addresses set forth below. 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 below. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. 6.11 Captions. 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. 6.12 Performance. 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 Vendor's performance of this Agreement. 6.13 Remedies Cumulative. 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. 6.14 Compliance with Ethics Code. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation and/or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. -3- 6.15 Counterparts. This Agreement may be executed in any number of counterparts, which counterparts shall collectively constitute the entire Agreement. DATED the day and year set forth above. t'-D~d 12I. IVI-os~dy~ City Manager 33530 1st Way South Federal Way, WA 98003 ATTEST: t~/,Christine ~. Green, City Clerk APPROVED AS TO FORM: L'ondi K~ Lindell, Cify Attorney SOROPTIMIST INTERNATIONAL Its: )3)£r -~ / ~*~'~4~/~-- (Title) (Address~ (Phone N~ber) KSparks~fla~ole.pur -4- CONE.TAPER~.D ALUMINUM FLAGPOLES KX.IBIT '*A" !~ AG$30 AlmnlQum Poles SET I aluminum poles utilize the tried and All poles will be shipped double-spiral-wrapped with method of imbedding approximately 10% of the heavy paper in a hard-fibre tube. (All poles are shipped . ngth of the pole in the ground. The safety of this F.O.B. Milwaukee, Wiscnnsin with immediate delivery ethod of installation has been tested for many years, made from the largest stock inventory in the U.S.). IMENSlONS/PRICES ~,bove prices are based on providing one cleat and halyard, and aluminum flash collar. :or Additional Cleat and Halyard, and 2 Snaps, add $20.00 to above prices. Spun Alum. Ball SHOE BASE DETAIL ~--~ This above-ground installation method speeds on-site - Halyard Cover REVOLVING TRUCi(j . +/ Black Asphalium Pai.t SELF-LOCKING Galvanized Steel This machined, precision-fitted, self-aligning w~dg.s internal sleeve is designed for a pedectly 3000 PSI C~crete mated field joint Upon proper assembling, L aa~e P~afe a haidine joint will occur. ~. Please refer to page 44 for Ordering Information. L , . ..... . ---'-i ~x- IBIT "B" Flags A' Flying, tLC (hereinafter referred to as FAF) warrants to the first purchaser (hereinafter referred to as Buyer) of its conical tapered flagpoles that said flagpole, its component parts, and its mounting apparatus (in aggregate hereinafter referred to as Flagpole) will be free from defects in material and workmanship under normal use and FAF MAKES NO WARRANTY AND HEREBY service for a period of one year from date ofEXPRESSLY DISCLAIMS ALL shipment by FAF. If any non-excluded failure WARRANTIES INCLUDING, BUT NOT occurs during, and written notice of such LIMITED TO, THE IMPLIED WARRANTIES failure is given to FAF within the warranty OF MERCHANTABILITY AND FITNESS FOR period, FAF shall, at its sole discretion, repair ANY PURPOSE OTHER THAN THAT FOR or replace the Flag'pole subject to the belowWHICH IT WAS DESIGNED OR THOSE Warranty Exclusions. IMPOSED BY AN APPLICABLE STATE OR SPECIFIC WARRANTY EXCLUSIONS - FAF FEDERAL LAW. ANY AND ALL SUCH specifically excludes from this warranty the WARRANTIES ARE LIMITED TO THE ONE following: YEAR DURATION OF THE EXPRESS a.) Flagpole when movement or damage WARRANTY SET FORTH HEREIN. occurs due to conditions beyond FAF's SOME STATES DO NOT ALLOW control - This shall include, but not be limited LIMITATIONS ON HOW LONG AN IMPLIED to natural catastrophe, unstable soil WARRANTY LASTS OR THE EXCLUSION conditions, or severe inclement weather OR LIMITATION OF INCIDENTAL OR b.) cost of damage to others which may or CONSEQUENTIAL DAMAGES, SO THE may not have resulted from failure of Flagpole ABOVE LIMITATION AND EXCLUSION MAY c.) defects and/or the cost of damage caused NOTAPPLY. as a result of THIS WARRANTY GIVES THE BUYER 1. improper installation of Flagpole by SPECIFIC LEGAL RIGHTS AND HE MAY anyone other than FAF personnel 2. overloading, accident, misuse, or ALSO HAVE OTHER RIGHTS WHICH VARY neglect of Flagpole by Buyer or others FROM STATE TO STATE. 3. alteration or modification of Flagpole All warranty claims must be directed to: unless such alteration or modification has Flags A' Flying, LLC been approved in writing by FAF PO Box 5657 d.) applied finishes and flags Bellevue WA 98006-0157. SUBJECT TO THE TERMS AND No flagpole or component part shall be CONDITIONS SET FORTH ABOVE, REPAIR returned without prior approval by FAF and, OR REPLACEMENT BY FAF IS THE upon such approval, must be shipped freight BUYER'S SOLE REMEDY IN THE EVENT prepaid by the Buyer. THE FLAGPOLE FAILS TO CONFORM TO THIS WARRANTY. FAF SHALL NOT BE ?~/,~ ,~' ?~4~. LIABLE OR RESPONSIBLE FOR ANY , ~'~'-.-~ INDIRECT, INCIDENTAL, 3636 S Lawrence St., Suite "J" CONSEQUENTIAL, OR SPECIAL Tacoma WA 98409 DAMAGES ARISING OUT OF THE USE OF 1253) 471-7880 or (800) 426-1511 ITS PRODUCTS. FAX: (253) 471-7838 cn~,~, ~.,. PAGE 12/31/99 039291 33530 1st Way South VENDO 005252 Federal Way, WA 98003 SHIP TO: SOROPTIMIST INTERNATIONAL FEDERAL WAY CITY HALL P 0 BOX 4353 CD/PW FIRST FLOOR FEDERAL WAY. WA 98063 33530 1ST WAY SOUTH FEDERAL WAY, WA 98003 FO Point: Req. No,: Terms: Net 30 Dept,: ADMINISTRATION Req. D,I. Date: Contact: JENNY SCHRODER Spe( Iai Inst: Confirming? N AG99-160: PURCHASE AGREEMENT FOR FLAGPOLES PRCS DEPARTMENT i ...... BILLT~:CITY 0F FEDERAL WAY · TAX ~ATTN: ACCOUNTS PAYABLE ~BGHT ~33530 1ST WAY SOUTH TOTAL --FEDERAL WAY, WA 98003 001 7100-310-S73-10-3S4 109 Authorized Signature VENDOR COPY Authorized Signature (over $1.OOO)