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AG 11-025� � KF,TURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: 2. ORIGINATING STAFF PERSON: �� t A P�rr,r�a.J EXT: Z. 1i 3. DATE REQ. BY: �-/-� � 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCLJMENT (E.G., RFB, RFP, RFQ) O PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT �1, GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG#): ❑ OTHER ❑ HUMAN SERVICES / CDBG ❑ SECLTRITY DOCUMENT �E.G. BOND RELATED DOCUMENTS) O RESOLUTION ❑ INTERLOCAL 5. PROJECTNAME: �r: ,�r�F�l/� Gu�pl•�+-�' Iyl4t..� 6. NAME OF CONTRACTOR: c..�. p;,�s �L1o� I,..+�e-tiT ADDRESS: �i01 paar}s.� Av� I�J'r�Y{� TELEPHONE a 7lsV- yd1— (2�c� E-MAIL: � FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIF[CATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED L[CENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: �- •� E- .� o[/ COMPLETION DATE: 3- � 3! - av l�t c• 9. TOTAL COMPENSATION $ M67" LX 'll�e� P�r ��JPn,r� ��? �� (INCLUDE EXPENSES AND SALES TAX, [F ANY) ([F CALCULATED ON HOURLY LABORCHARGE -ATTACH SCHEDULES OF EMPLOYEES T[TLES AND HOL[DAY RATES) REIMBURSABLE EXPENSE: � YES ❑ NO [F YES, MAX[MUM DOLLARAMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO [F YES, $ PA[D BY: O CONTRr�CTOR C CITY S ��1r- tlPo So�-��}�- 5�2.- `{� ❑ PURCHASING: PLEASE CHARGE TO: S� g' y t S/ F•� 4 � z1 - o 10. DOCUMENT/CO1vTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT ([F ArPt,tcast,E) ,� Law 11. COUNCIL APPROVAL ([F npP[.[CAS[,E) INITIAL / DATE REVIEWED 1NITIAL / DATE APPROVED Rl P I-3 t-ll Sk hc�-ks oo A�J P Z-1-1 t��s�d ��g�`h,�(I COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING 1�7 t� �'] SENT TO VENDOR/CONTRACTOR DATE SENT: �-`� ""�' � DATE REC'D: �f ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS Fd'LAW DEPARTMENT 1�'SIGNATORY (NIAYOR OR DIRECTOR� Td'CITY CLERK �'ASSIGNED AG# I�IGNED COPY RETURNED COMMENTS �INITIAL / DATE SIGNED TiJ o ,� �-Z'�) C'.e'Yl Z•'�-il AG# � [� -p2� DATE SENT: Z�• I I � lli9 � cirv cr� ci��r t���� ���� 1 �� � 333�5 8th Avenus So€�th Fetleral 11Vay, V�;A 984C13-6325 � (2a3} 835-7t}� s�n�w rrP}��f�err�Pvu�y c�ant GOODS AND SERVICES AGREEMENT FOR PRINTER/COPIER MAINTENANCE This Goods and Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Copiers Northwest, 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: COPIERS NORTHWEST John Hines 601 Dexter Ave. North Seattle, WA 98109 206-282-1200(telephone) The Parties agree as follows: CITY OF FEDERAL WAY: Thomas Fichtner 33325 8`" Ave. S. Federal Way, WA 98003-6325 (253) 835-2547 (telephone) (253) 835-2509 (facsimile) Thomas .Fichtner @ citvoffeder� .com 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, and will extend automatically each year, if no written 30 days cancellations notice from either of the City and the Contractor prior to the end of the year, but in any event, this Agreement may not extend beyond December 31, 2016. 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 City Manager 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 the duration of the agreement. 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 until the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within the timeline identified in Exhibit "A". If the Contractor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. GOODS AND SERVICES AGREEMENT - 1- 1/2010 �� . '"' ! + • �r ci�r� r���� 333�5 �th Avenue Sauti� Federai �r'Vay, �fA 98003-6325 (253} $3�-7Q0t} svas�mv. cilynf(ed�rr�t�.va�y c:c?r7� 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 perforrnance, 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 sixty (60) days written notice at its address set forth on the signature block of this Agreement. The City may ternunate 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 a period of one (1) year from the effective date of this Agreement. Except as otherwise provided in Exhibit "B", the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of equipment, number of copes, cost per page, and total. The Contractor shall also submit a final bill upon completion of the agreement. Payment shall be made on a monthly basis by the City only after the Work have been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Work do not meet the requirements of this Agreement, the Contractor will correct or modify the wark to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Defective or Unauthorized Work. If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. If Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Contractor. 4.4 Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.5 Final Pavment: 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. GOODS AND SERVICES AGREEMENT - 2- 1/2010 �` �IT�" t�f ��.r � �i.r �� � 5. INDEMNIFICATION. Ci�€'Y N��L �� 333�5 �th Avenue Saufh �ederai 1Nay. WA 9�003=8325 (253} 835-7(}C1Q �a�vw� citynfdederz�lwea� ccu� 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 to the extent caused by the neglient acts , errors or omission of the contractor. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub-contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or ternunation of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors, as provided in Exhibit "C" , attached hereto and incorporated by this reference, for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination. 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 ternunation. 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 perfornung 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 ternunation 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 suff'iciently and GOODS AND SERVICES AGREEMENT - 3- 1/2010 ',f' � ,. � r � ciTV r-���� �� 33��5 8th Avenue Saufh Federal Way, �iVA 980f13=6325 (253} 83�-700fl �vvvcv crty�r�fl�der�lw�ry �taa properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at.all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITION5. 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. 102 Safetv. 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 perfornung professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil GOODS AND SERVICES AGREEMENT - 4- 1/2010 � . .. � a. �' CITY HALL �� 33325 8th Avenus South Fs�eral �'Vay, VNA 98003u6325 (253 j 835-7t}d)� s��sv �:rt)�f:� der�tvw�_y_ c:z.�at1 Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non- assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to GOODS AND SERVICES AGREEMENT - 5- 1/2010 t . s r ��� � �� � CIT"Y HALL ����� 333�5 8th Avenus South Federal VVay, �'VA 980(3�-8325 (2�3}83�-70QQ sva��sv c:ity�itecierx�h�y corr� limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] GOODS AND SERVICES AGREEMENT - 6- 1/2010 � • • r .. � .. �. CITY FiALL � _ 33325 8th Avenus Svuth � f �Q�arai rnray. vu;� gaaas-ss2� �,� t���� s��-�o�o ss��w ciryu��er�lluv�y cc�m IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By ��_� � Skip Priest, ayor DATE: Z/ �J � � I COPIERS NORTHWEST By: � Printed Name. � o �a .� �•'n � � Title: Lt,'� DATE: ° �` o''`'P / ► STATE OF WASHINGTON ) ) ss. COUNTY OF � ► � ) ATTEST: �� � City Clerk, Carol Mc eilly, C AP OVED AS FORM: � fi`�Y� City Atto y, Patricia A Richardson ,���A��: .�°.''::� � '!!S��M'�� �'i�Y' a� _ �. �n. „' .�..�'1..�� r���t��� � ���IC STATE 0� I���;��di�JGTOfV COMMISSIC?�� ��P`�ES JUN� 2�, �t77 � On this day personally appeared before me John Hines, to me known to be the CFO of Copiers Northwest that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this �_ day of ��� 1� l/1 �� _, 20 �. I Notary's signature �-1 C� � �'�� Notary' s printed name '�L1 C�1 P( Z- �'1 �I C l� r'' Notary Public in and for the State of Washington. My commission expires �� a`1 � a- o � � GOODS AND SERVICES AGREEMENT - 7- 1/2010 . .�"' i ` s .w EXHIBIT "A" 5ERVICES CiTY HALL 333�5 BEh Aven€�e South Fetlerai lNay, V1�A 98003-6325 (����) 835-7Q{}�y s»v� c:if��?fic�err�Pw°ay. c:t�n� The Contractor shall do or provide the following services for the City's Copiers and Printers Repair, Maintenance, Support and Supplies. 1. Qualifications: 1.1 Contractor must be certified by HP and Canon and able to perform maintenance and repair services on all network attached printers and copiers listed in Exhibit "D" 1.2 Contractor agrees to maintain an adequate number of certified service technicians to respond to individual requests for maintenance within the maximum response time. 2. Parts/Maintenance: 2.1 All parts necessary to repair and maintain the copiers and printers fully functional are covered under this agreement. 2.2 All replacement parts shall be factory authorized parts of make and model of printer or copier. Contractor is responsible for all costs associated with all parts including the part, installation, delivery and disposal. 2.4 Parts include but are not limited to drums, rollers, fuser, duplex units, and such, whether defective or worn as a result of normal use. 2.4 Contractor shall maintain an adequate inventory of parts recommended by manufactures for all printers/copiers listed on Exhibit "D". 2.5 In addition, the technician assigned to the City or the territory of the City is preferred to customize their mobile inventory to meet the needs of the City. 2.6 Contractor shall replace parts andlor defective equipment for the life of the contract. 2.7 Contractor shall provide an online or toll free number for support call/supply order. 3. Supplies/Consumables: 3.1 All supplies and other consumables related to the equipment are covered under this agreement except for paper and staples. 3.2 Contractor shall supply all consumables including but not limited to toner, developer, filters, fuser oil and such in a timely manner. 4. Spare Toner Supply: 4.1 Contractor agrees to maintain an inventory of at least one or one set of spare toner with each copier and printer under this agreement. 4.2 Contractor agrees to provide the type of toner and other material which does not diminish the quality of the printing and copying. 4.3 City staff representative shall notify the contractor to replenish the spare toner as soon as it is used. 4.4 Contractor shall provide an online or call in means for designated City staff tp order supplies. There will be no charge for ground shipment of supplies but the cost of expedited requests shall be paid by the City. 5. Response Time: 5.1 Maximum response time for a service call is one business day. 5.2 Regular business day is Monday through Friday 8:OOAM — S:OOPM. 5.3 Contractor guarantees a 4-hour average field response for the City of Federal Way, with a call within one hour to confirm the service request. GOODS AND SERVICES AGREEMENT - 8- 1/2010 � . \��,;•; � � � • CITY HALL � 83325 �th Avsnue 5oufh Fe�erai w�y, v�+,�, ssao�-s��� ��s�� s��-�000 svzrsro�. crtyFliec�err�iway c�?r�r 5.4 Contractor will be responsible for all repairs and maintenance of equipment. Once the technician arrives on-site, contractor's goal for average time for the machine to be fully functional is 1.1 hours. 5.5 If repairs cannot be completed on site or within a 5(five) business days the contractor shall provide a loaner printer/copier of similar specification while the unit is being repaired. 5.6 In the event repairs are not completed within 5 days and the contractor has not provided a loner, the City may rent a similar device elsewhere and the contractor shall be responsible for any cost associated with replacement equipment until the equipment is repaired or a loaner is provided. 6. RemovaVRecycle: 6.1 Contractor is responsible for the removal, recycling and disposal of all used cartridges and other replaced parts, and material except for paper and staples. 7. Preventive Maintenance: 7.1 Contractor shall perform preventive maintenance as required from manufacturer specification on each device to guarantee maximum uptime and ensure the printers/copiers are in sufficient mechanical condition PM shall include, but is not limited to: • Routine cleaning, lubrication, adjustments to the equipment • Replacement of parts due to normal wear and tear • Replacement of unserviceable parts 8. Meter reading/Billing: 8.1 Contractor shall collect and maintain vital data on each copier / printer monthly; The data shall include but is not limited to page counts, number of repair calls, parts replaced, supplies and other repairs and maintenance. 8.2 Meter reading may accrue remotely or through an automated data collection system provided by contractor whereby a City employee will collect and e-mail the data monthly. 8.3 Contractor shall provide a monthly invoice indicating each device with; previous month's meter count, recent meter count, total number of prints/copies for the billing cycle, cost per page, and total cost. And a total cost for all devices in that month. 9. Reporting: 9.1 Upon City's request, contractor shall provide equipment usage and performance reports. The performance reports may include the following information: • Equipment model • Serial number • Location of equipment • Authorized Purchasers (up to 2 contacts) • Number of Machines at Location • Average monthly volume • Total volume • Total amount of supplies used by a copier • Types of supplies • Total Monthly Rental Cost • Tracks all service work done by contractors • Response times associated with an account or piece of equipment • Call back time • Time between service calls • Total amount of time spent at a service call GOODS AND SERVICES AGREEMENT - 9- 1/2010 t' � . , a � � " s ♦ What part or supplies where replaced during the service call Total amount of supplies used by a copier Last Preventive Maintenance Perform ci��r �a�� 33��5 8th Avsnue Soatth Fsderal Way, �VA 98QC�3�6325 {2a3j $3��-7QC3C1 s�s�av. ciFyfAf�e�c�er�nv�ay c:�n� 10. Equipment condition —Inspection: 10.1 Contractor has inspected all copiers and agrees that all printers and copiers are all in good working condition and shall be responsible for any and all repair, parts and supplies. GOODS AND SERVICES AGREEMENT - 10 - 1/2010 . � � � � CITY HALL � 33325 8th Avenue 5�uth Fe�ier u'Vay, �'+!A 98(703°6325 (263} 835-7Qfl0 ir�•t�e�v ertyrzf(�;�ier�Puveay cnraz 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) per year calculated on the basis of average yearly prints. The actual payment shall be based on the actual number of pages printed and copied by each equipment and the per page rate set in the attached City of Federal Way Printer/copier Per Page Rate (Exhibit "D-la and lb"). GOODS AND SERVICES AGREEMENT - 11 - 1/2010 "\ . • � s. � . +� EXHIBIT "C" CITY HALL ����� 33325 8th Avenus South Fetierai Vltay,lNA 98003-63�5 (2a3� 835-7QD0 cv����v s:rt�uf(��eler�Fvv�y. c�a7p INSURANCE 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 $1,000,000 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. 2. 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. 3. The City shall be named as additional insured on all such insurance policies, with the exception of any professional liability insurance and any workers' compensation coverage(s) if Contractor participates in a state- run workers' compensation program. Contractor shall provide certificates of insurance, concurrent with the execution of this Agreement, evidencing such coverage and, at City's request, furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. All insurance policies shall contain a clause of endorsement providing that they may not be terminated or materially amended during the Term of this Agreement, except after thirty (30) days prior written notice to the City. 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. � GOODS AND SERVICES AGREEMENT - 12 - 1/2010 Exhibit D - I a -�- Pricing Per Washington State Contrect k05310 List of city copiers and printers Exhibit D- lb Printers: Under Washington State Contract Managed Print Services #05310 Make / Model BLACK COLOR CPC CPC HP Color LaserJet 2820, PD-AD 0.031 0.29 HP Color LaserJet 2840, CM 0.033 0.14 HP Color LaserJet 3800, SLM 0.035 0.14 HP Color LaserJet 8550, Law 0.02 0.08 HP Color LaserJet 9500, PD-Paaol 0.025 0.11 HP Color LaserJet 9500, PW 0.025 0.11 HP Color LaserJet 9500, CD 0.025 0.11 HP Color LaserJet 9500, MS 0.025 0.11 HP LaserJet 405Q MC 0.01 HP Lasedet SSUMX, FI (Check Printer) 0.01 HP LaserJet 5200, PD-SIU 0.017 HP LaserJet 5200, DBC 0.017 HP LaserJet 8000, CK 0.01 HP LaserJet 8000, PK-AD 0.01 HP LaserJet 815Q MC 0.0075 HP LaserJet 8150, CD-AD 0.0075 HP LaserJet 8150, CD-HD 0.0075 HP LaserJet 815Q CD-HS 0.0075 HP LaserJet 8150, FWCC1 0.0075 HP LaserJet 815Q PD-CIS 0.0075 HP LaserJet 8150, PD-EVID o.0075 HP LaserJet 8150, PW-INSP 0.0075 HP LaserJet 8150, CM 0.0075 HP LaserJet 815Q CD-BL 0.0075 HP LaserJet 8150, PR-LIFEGUARD 0.0075 HP LaserJet 815Q IT 0.0075 HP LaserJet 8150, PD-CMD 0.0075 HP LaserJet 8150, FWCC2 0.0075 HP LaserJet 8150, PD-TRA 0.0075 HP LaserJet 8150, PW-DS 0.0075 HP LaserJet 9040, PD-REC 0.009 HP Lasedet 904Q PW-SWM 0.009 HP LaserJet 9040, LA-AD 0.009 HP LaserJet 9040, FI 0.009 HP LaserJet 9040, LA-WKRM 0.009 HP LaserJet 9040, PD-PAT 0.009 HP LaserJet 905Q HR 0.009 HP LaserJet 9050, CD-PL 0.009 -7- „N ,,,....,,,,� OP ID: LO �����'� CERTIFICATE OF LIABILITY INSURANCE °° ' T o��3������ 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 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 dces not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ZOB-�3-ZBOO NAMEACT _ ROGERS & NORMAN, INC. 206-441-6752 P " o " E ' ac,No ( A/C. No. Extl: --- . _---_ _. __— . .,_� I� .--- -- . . . . - - - --- The Westin Building E-MAIL ADDRESS: 2001 Sixth Avenue Ste 2717 PROnuceR -- -- Seattle. WA 98121 _cus_r_onnERi�n:COPIE-2 INSURED Copiers Northwest, Inc Base Properties, LLC 601 Dexter Ave N Seattle, WA 98101 INSURER(S} AFFORDING COVERA �r,su ReRn:T r avelers Indemn Co �r,suReR s: Travelers Prop Cas of America INSURER C : � INSURER D : INSURER E : ' NAIC # COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY RE4UIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCL USIONS AN CO NDITIONS OF SUC POLICI LIMITS SHOWN M HAVE BEEN REDU BY PA ID CLAIMS NSR �- �� A(SdL�UBR I POLICY EFF POUCY EXP �,` 5 LTR � TYPE OF INSURANCE IN R� WVD POLICY NUMBER � MMIDD/YYYY MMIDD/YVYY 'i LIMITS �I� GENERAL LIABILITY ' '�, ���., EACH OCCURRENCE �, $ 'I �OOO,C -_ -- - A X COMMERCIAL GENERAL LIABILITY I 680-0193C812 07/28/10 �7/28/11 I pREM�� (Ea Ree) $ 300,a �--- — ._ ....__. � CLAIMS-MADE � OCCUR i ��I, �` MED EXP (Any one person) $___ _ 5 �Q I� � I ��� �� � I ��� P ERSONA L & ADV INJUR I� $ 'I .00O.0 GEN'L AG6REGATE LIMIT APPLIES PER: � POLICY �! P � LOC I AUTOMOBILELIABILITY B ! X� ANY AUTO � ALL OWNED AUTOS � SCHEDULED AUTOS �X� HIREDAUTOS , X � NON-OWNEDAUTOS UMBRELLA LIAB � � �CCUR i i� .. EXCESS L�AB �� CLAIMS-MADE DEDUCTIBLE 67-10 I 07/28/10 I 07/28/11 I WORKERS COMPENSATION I ' � �'�, AND EMPLOYERS' LIABILITY /4 ; ANY PROPRIETOR/PARTNER/EXECUTIVE Y' N ' �1 680-0193C812 ' 07/28/10 07/28/11 ; OFFICER/MEMBER EXCLUDED? � N� A I� ; (Mandatory in NH) �,WA STOP GAP j If yes, describe under DESCRIPTION OF OPERATIONS below � � I DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) _vidence of Insurance HOLDER City of Federal Way 33325 8th Ave. So. Federal Way, WA 98003 ACORD 25 (2009/09) CITYFED GENER4LAGGREGATE '�� $ PRODUCTS - COM AG G �l $ _— T $ COMBINED SINGLE LIMIT $ (Ea accident) — - — __ _�— BODILY INJURY (Perperson) ��: $ BODILY INJURY (Per acadent) I �$ PROPERTY DAMAGE ��� (Per accident) —_._ __._ �I$ — -- �i $ EACH O � $ AGGREGATE _ �$ --- --- -- ---�$ E.L.EACHACCIDENT �$ E.L DISEASE-EA�EMPLOYEE.�'� $ E.L DISEASE - POLICY LIMIT �$ 1 1 1 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE �a�`""'��++�� O 1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD