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HomeMy WebLinkAbout23-158 - MacDonald-Miller Facility Solutions - Foster Golf Links Exhaust Hinges Replacement City of Tukwila Agreement Number: 6200 Southcenter Boulevard, Tukwila WA 98188 CONTRACT FOR SERVICES Amendment #1 Between the City of Tukwila and MacDonald-Miller Facility Solutions 23-158MacDonald-Miller Facility That portion of Contract No. between the City of Tukwila and Solutions isherebyamended as follows: Scope of Work Exhibit: Proposal #1039CW CO-01 is hereby added to the existing scope of work. All other provisions of the contract shall remain in full force and effect. th Dated this 19day of October,2023. CITYOFTUKWILA CONTRACTOR: By: Pete Mayer, Parks & Recreation Director Printed Name: Title: Page 1of1 CA Reviewed May 2020 October 19, 2023Proposal #1039CWCO-01 David Rosen Foster Golf Links 13500 Interurban Ave S, Tukwila, WA 98168 206-767-2310 Subject: Foster Golf Links EF Hinges CO-01 Compliance submission Dear Jamie, MacDonald-Miller Facility Solutions is pleased to provide you with the following change order to complete and submit repair reportpaperwork on behalf of Foster Golf Links to Brycer through the Compliance Engine website.This work was previously outside of scope. SCOPE & INCLUSIONS Review websites terms and conditions Create account for submissioneligibility Draft/complete required documentation as laid out by The Compliance Engine Website Submit paperwork EXCLUSIONS Any fees/cost associated with submission Washington State Sales Tax LEAD TIMES(as of date above, subject to change) Review and submission: 1week CLARIFICATIONS & ASSUMPTIONS: Proposal is validfor 30 days from date above Regarding payment: Preferred payments made by check. Please note that use of credit card for payment will include a surcharge of 3.5% of invoice, we accept Mastercard and Visa. PRICING Total$616plus WSST Thank you again for the opportunity to provide you with this proposal. If you should have any questions or should require any further information,at 206- 473-0845. Thank you, Chris Watson Account Executive MacDonald-Miller would like to introduceour Smart Building Services. These serviceshelptooptimize your proactively,using analytics and real-time data that your mechanical system already has available. This allows MacDonald-Miller to remotelyanalyze, prioritize and and provide solutions thatultimately saveyou time and money. Please indicate acceptance by signing below and returning to my attention via email at chris.watson@macmiller.com. We appreciate the opportunity and confidence in ourservices. Please feel free to call with any questions you may have (206) 473-0845. Anticipated starting date: TBDand completion date: Upon which this proposal is based. This proposal does not include, unless so stated, any applicable MacDonald-Miller Facility Solutions, LLC. state or federal taxes. This proposal is subject to acceptance by purchaser within 30 days and subject to the terms and conditions stated on the Submitted by: following page.Chris Watson / AccountExecutive Acceptance: I agree to the terms hereof and acceptance of this agreement. Purchaser By Date TERMS AND CONDITIONS/CONSTRUCTION SERVICES Acceptance By authorizing MacDonald-Miller Facility Solutions, LLC. to provide the construction services contemplated by this Agreement, Customer agrees to the terms and conditions herein stated. Scope of Obligations MacDonald-Miller Facility Solutions, LLC. shall provide construction service when contracted for, pursuant to the attached proposal, purchase order or estimate of which these terms and conditions are a part. Obligations of Customer Customer shall extend all reasonable cooperation requested in terms of personnel; access to premises where work is to be performed; promptly providing information requested by contractor, and shall promptly notify MacDonald-Miller Facility Solutions, LLC. upon observation of any unusual or unsafe condition. Service Availability MacDonald-Miller Facility Solutions, LLC. agrees to provide construction service during normal business hours, i.e., 6:00am to 5:30 pm, Monday through Friday, holidays excepted. Agreed upon changes are at the hourly rate and terms, including vehicle charges or special assessments, then in effect by MacDonald-Miller Facility Solutions, LLC. Charges and Terms Payment is due within 30 days of the invoice date. Any balance due after 30 days shall bear interest at the maximum legal rate permitted from the invoice date. Taxes There will be added to all charges the amount of any present and future taxes or any other governmental charges now or hereafter imposed by existing or future laws with respect to any services rendered or materials supplied. Limitation of Liability MACDONALD-MILLER FACILITY SOLUTIONS, LLC. SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, AS A RESULT OF ANY MATTER ARISING OUT OF OR RELATING TO THE CONSTRUCTION SERVICES PROVIDED UNDER THIS AGREEMENT AND/OR ITS SUBJECT MATTER WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The customer agrees that MacDonald-Miller Facility Solutions, LLC.'s liability thereunder for damage shall not exceed the amount paid for construction services and only if such damage is the result of MacDonald-Miller Facility Solutions, LLC.'s negligence or willful misconduct. To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor and its agents and used by the negligent acts or omissions, or willful misconduct of the Owner. Unless stated in writing, MACDONALD-MILLER FACILITY SOLUTIONS, LLC. DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MacDonald-Miller Facility Solutions, LLC. shall not be responsible or liable for any loss, damages or delay in furnishing materials or failure to perform services when caused by fire, interruption of utility services, flood, acts of civil or military authorities, insurrection, terrorist act, riot, civil disorder, labor disturbances, or by any other cause which is unavoidable or beyond its control. If the Contractor is delayed by any act or neglect of Owner or a separate Contractor employed by Owner, the time for completion shall be extended as necessary and an extension of time to compete the work does not preclude recovery of damages for delay by Contractor. Default If Customer does not pay any amount due thereunder, or breaches any of the terms of this Agreement, MacDonald-Miller Facility Solutions, LLC. may, in addition to any other legal remedies it may have, including the right to file a lien under state law, suspend work until payment is made. Term Prices will be subject to periodic changes due to change in labor and material rates. General Either party may terminate this Agreement at any time for failure of the other to comply with any of its terms and conditions, but termination shall not relieve Owner of the duty to pay for work performed by Contractor. Customer represents that it has authority to enter into this Agreement. Owner warrants that to the best of its knowledge there are no unsafe conditions or hazardous materials or substances in, on, around or affecting the area where the work is to be performed. This Agreement shall be governed by the laws of the State where the work was done. In the event any party shall bring suit or action against the other for relief arising out of this Agreement, the prevailing party shall have and recover against the other party all court costs, disbursements, and a reasonable attorney's fee. Customer consents to and agrees to jurisdiction and venue of any proceeding in the District or Superior Court of the State of Washington for King County at MacDonald-Miller Facility Solutions, Inc's election. Making a final payment shall constitute a waiver of claims by the Owner except those arising from claims by third parties arising out of the contract, failure of the work to comply with the requirements of this contract, or manufacturer warranties passed on to the Owner by Contractor. The Owner and Contractor shall commence all claims and causes of action against the other whether in contract, tort, breach w the work. Publicity and Promotion. Customer and MacDonald-Miller Facility Solutions, LLC., (MMFS) agree that MMFS is entitled rights of publicity or promotion with respect to the work completed by MMFS under this Agreement, including, but in no way limited to, photographs and written or graphical depictions of the work, the project, and product. MMFS may exercise such rights of publicity or promotion in any way it deems appropriate for marketing or other promotional purposes. MMFS shall retain exclusive ownership of any intellectual property rights that may result from any such publicity or promotion, including, but in no way limited to, copyright or trademark protection. Photographs or other graphical depictions of non- MMFS personnel will only be used with written consent by the Customer and the individual. Furthermore, the Customer agrees to the use of their name/logo by MMFS in further mutually agreed upon (form and content) by both parties prior to its release. Any notice required by this Agreement shall be deemed received, delivered in person, or by facsimile or sent by mail. City of Tukwila 6200 Southcenter Boulevard, Tukwila WA98188 CONTRACT FOR SERVICES Contract Number: 23-158 Council Approval N/A This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter optional municipal code city hereinafter referred to as "the City," and MacDonald -Miller Facility Solutions, hereinafter referred to as "the Contractor," whose principal office is located at 17930 International Blvd Suite 120 Seatac, WA 98188. WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: . Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit B attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $20,000 at a rate of N/A. 3. Contractor Budaet. The Contractor shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City whenever the Contractor desires to amend its budget in any way. 4. Duration of Aareement. This Agreement shall be in full force and effect for a period commencing September 1, 2023, and ending December 31, 2023, unless sooner terminated under the provisions hereinafter specified. 5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. 6. Indemnification. The Contractor shall defend, indemnify and hold the Public Entity, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the Public Entity. CA Revised May 2020 Page 1 of 4 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 Public Entity, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. Contractor's maintenance of insurance, its scope of coverage and limits as required herein 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. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits described below: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile liability insurance shall cover all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products -completed operations aggregate limit. Commercial General Liability insurance shall be as least at broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an equivalent endorsement. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the Public Entity shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this Contract or whether any certificate of insurance furnished to the Public Entity evidences limits of liability lower than those maintained by the Contractor. C. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to 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. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. CA Revised May 2020 Page 2 of 4 E. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by the City, the Contractor shall furnish certified copies of all required insurance policies, including endorsements, required in this Agreement and evidence of all subcontractors' coverage. F. Subcontractors. The Contractor shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor -provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure that the Public Entity is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. G. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. H. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Contractor from the City. 8. Record Keeaina and Reaortina. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 9. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 10. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. 12. Assianment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 13. Entire Aareement: Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. CA Revised May 2020 Page 3 of 4 14. Severabilitv and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 15. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 16. Applicable Law: Venue: Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this 31st day of August, 2023. CITY OF TUKWILA CONTRACTOR: DocuSigned by: 5YiS 10/3/2023 1 8:26 AM PDT By: ()E137.i7 b` Ati54bL... Kris Kelly, Acting Parks & Recreation Director r—DocuSigned by; 5F25AC20809149C... Printed Name:stephanie Gebhardt Title: CFO 17930 International Blvd Address: Seatac, WA 98188 CA Revised May 2020 Page 4 of 4 August 24, 2023 EXHIBIT A Jamie King Foster Golf Links — Billy Baroo's 13500 Interurban Ave S, Tukwila, WA 98168 206-396-0597 Subject: Foster Golf Links — Exhaust Fan Hinges Dear Jamie, Proposal #1039CW Vla+cDana d-Miiler ILI I IOW 1111004S Countdown to a clean building. liV[ .Eaffiklean-hitiinvs MacDonald -Miller Facility Solutions is pleased to provide you with the following proposal to install access doors in duct above each of the kitchen hoods. We will also install hinge kits and roof safety anchors at each of the exhaust fans. SCOPE & INCLUSIONS • Pre -construction site walk • Install roof anchors at each of the exhaust fans • Install two (2) grease -rated, access doors in duct above kitchen hoods o One (1) per kitchen hood • Disconnect electrical and structure • Use crane to lift each of the two (2) exhaust fans, install retrofit hinge kits, and resecure the exhaust fans • Reconnect to electrical and structure • Close out package • 1 -year parts & labor warranty EXCLUSIONS • Structural and electrical modifications • Structural upgrades if necessary. • Overtime labor. • All electrical, DDC Controls, fire sprinkler, smoke control and fire alarm scope. • Return air smoke detector wiring to a building fire alarm panel. • Duct cleaning. • Engineering for existing HVAC system evaluation and redesign. • Controls • Test & Balancing • Insulation or fire wrap macmiller.com 1-800-962.5979 WASH NGTON & OREGON N1acDana d-Miiler • Warranty, upgrades or repairs to existing systems not specifically outlined in this proposal. • Troubleshooting of existing equipment • Washington State Sales Tax LEAD TIMES (as of date above, subject to change) • Equipment: 3-4 weeks from date of order Countdown to a clean building. CLARIFICATIONS & ASSUMPTIONS: • Assuming duct has been reasonably cleaned • The kitchen, below the exhaust fans, must be vacant while the crane is supporting weight • Access doors will be located above the ceiling grid • Roof safety anchors must be installed before start of work • Crane will be located on the south or west side of the building • Additional scope, required by inspector, may result in a change order • Assuming clear access to all working areas • Quote based on work occurring during normal working hours: M -F 6am-2:30pm • Scope as described must be accepted by the Authority Having Jurisdiction (AHJ) for this proposal to become valid • Proposal is valid for 30 days from date above • Regarding payment: Preferred payments made by check. Please note that use of credit card for payment will include a surcharge of 3.5% of invoice, we accept Mastercard and Visa. PRICING Total $15,934 plus WSST �RiV@m�,nmu�ml�{ap�wn-p.�ilEl�oigym Thank you again for the opportunity to provide you with this proposal. If you should have any questions or should require any further information, please don't hesitate to contact me at 206-473-0845. Thank you, Chris Watson Account Executive macmiller.com 1-800-962.5979 WASH NGTON & OREGON V1 +Cana d` 'hilar f H, :Mwiu'° ° O ih I ON$A. Please indicate acceptance by signing below and returning to my attention via email at chris.watsonimacmiller.com. We appreciate the opportunity and confidence in our services. Please feel free to call with any questions you may have (206) 473-0845. oow NO �ooum Countdown to a clean building. Anticipated starting date: TBD and completion date: Upon which this proposal is based. This proposal does not include, unless so stated, any applicable MacDonald -Miller Facility Solutions, LLC. state or federal taxes. This proposal is subject to acceptance by purchaser within 30 days and subject to the terms and conditions stated on the following page. Submitted by: ' Chris Watson / Account Executive Acceptance: I agree to the terms hereof and acceptance of this agreement. Purchaser Date macmiller.com 1-800-962.5979 WASH NGTON & OREGON DocuSigned by: eE S 10/3/2023 1 8:26 AM PDT TERMS AND CONDITIONS/CONSTRUCTION SERVICES Acceptance By authorizing MacDonald -Miller Facility Solutions, LLC. to provide the construction services contemplated by this Agreement, Customer agrees to the terms and conditions herein stated. Scope of Obligations MacDonald -Miller Facility Solutions, LLC. shall provide construction service when contracted for, pursuant to the attached proposal, purchase order or estimate of which these terms and conditions are a part. Obligations of Customer Customer shall extend all reasonable cooperation requested in terms of personnel; access to premises where work is to be performed; promptly providing information requested by contractor, and shall promptly notify MacDonald -Miller Facility Solutions, LLC. upon observation of any unusual or unsafe condition. Service Availability MacDonald -Miller Facility Solutions, LLC. agrees to provide construction service during normal business hours, i.e., 6:OOam to 5:30 pm, Monday through Friday, holidays excepted. Agreed upon changes are at the hourly rate and terms, including vehicle charges or special assessments, then in effect by MacDonald -Miller Facility Solutions, LLC. Charges and Terms Payment is due within 30 days of the invoice date. Any balance due after 30 days shall bear interest at the maximum legal rate permitted from the invoice date. Taxes There will be added to all charges the amount of any present and future taxes or any other governmental charges now or hereafter imposed by existing or future laws with respect to any services rendered or materials supplied. Limitation of Liability MACDONALD-MILLER FACILITY SOLUTIONS, LLC. SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, AS A RESULT OF ANY MATTER ARISING OUT OF OR RELATING TO THE CONSTRUCTION SERVICES PROVIDED UNDER THIS AGREEMENT AND/OR ITS SUBJECT MATTER WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The customer agrees that MacDonald -Miller Facility Solutions, LLC.'s liability thereunder for damage shall not exceed the amount paid for construction services and only if such damage is the result of MacDonald -Miller Facility Solutions, LLC.'s negligence or willful misconduct. To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor and its agents and employees from any claims, damages, losses and expenses including attorney's fees to the extent caused by the negligent acts or omissions, or willful misconduct of the Owner. Unless stated in writing, MACDONALD-MILLER FACILITY SOLUTIONS, LLC. DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MacDonald -Miller Facility Solutions, LLC. shall not be responsible or liable for any loss, damages or delay in furnishing materials or failure to perform services when caused by fire, interruption of utility services, flood, acts of civil or military authorities, insurrection, terrorist act, riot, civil disorder, labor disturbances, or by any other cause which is unavoidable or beyond its control. If the Contractor is delayed by any act or neglect of Owner or a separate Contractor employed by Owner, the time for completion shall be extended as necessary and an extension of time to compete the work does not preclude recovery of damages for delay by Contractor. Default If Customer does not pay any amount due thereunder, or breaches any of the terms of this Agreement, MacDonald -Miller Facility Solutions, LLC. may, in addition to any other legal remedies it may have, including the right to file a lien under state law, suspend work until payment is made. Term Prices will be subject to periodic changes due to change in labor and material rates. General Either party may terminate this Agreement at any time for failure of the other to comply with any of its terms and conditions, but termination shall not relieve Owner of the duty to pay for work performed by Contractor. Customer represents that it has authority to enter into this Agreement. Owner warrants that to the best of its knowledge there are no unsafe conditions or hazardous materials or substances in, on, around or affecting the area where the work is to be performed. This Agreement shall be governed by the laws of the State where the work was done. In the event any party shall bring suit or action against the other for relief arising out of this Agreement, the prevailing party shall have and recover against the other party all court costs, disbursements, and a reasonable attorney's fee. Customer consents to and agrees to jurisdiction and venue of any proceeding in the District or Superior Court of the State of Washington for King County at MacDonald -Miller Facility Solutions, Inc's election. Making a final payment shall constitute a waiver of claims by the Owner except those arising from claims by third parties arising out of the contract, failure of the work to comply with the requirements of this contract, or manufacturer warranties passed on to the Owner by Contractor. The Owner and Contractor shall commence all claims and causes of action against the other whether in contract, tort, breach warranty or otherwise arising out of or related to this contract within 365 days following Contractor's completion of the work. Publicity and Promotion. Customer and MacDonald -Miller Facility Solutions, LLC., (MMFS) agree that MM FS is entitled rights of publicity or promotion with respect to the work completed by MMFS under this Agreement, including, but in no way limited to, photographs and written or graphical depictions of the work, the project, and product. MMFS may exercise such rights of publicity or promotion in any way it deems appropriate for marketing or other promotional purposes. MMFS shall retain exclusive ownership of any intellectual property rights that may result from any such publicity or promotion, including, but in no way limited to, copyright or trademark protection. Photographs or other graphical depictions of non- MMFS personnel will only be used with written consent by the Customer and the individual. Furthermore, the Customer agrees to the use of their name/logo by MMFS in furtherance of MMFS's rights of publicity. Any press release will be mutually agreed upon (form and content) by both parties prior to its release. Any notice required by this Agreement shall be deemed received, delivered in person, or by facsimile or sent by mail. Exhibit B: Compensation The contractor shall be paid in full upon: 1) Acceptance of work by the Parks & Recreation Director or their designee AND; 2) Confirmation that work provided satisfies all applicable fire and safety codes as prescribed by Tukwila Municipal Code and/or other applicable local, state, and federal statutes and regulations The method of payment to the contractor shall be in the form of a check and shall be issued only upon receipt of invoice from the contractor. Prior to contract execution, the contractor shall furnish a current and accurate W-9 for the purposes of the city providing prompt payment and accurate tax reporting.