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AG 17-171 TU TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM I. ORIGINATING DEPT./DIV: FWCC 2. ORIGINATING STAFF PERSON: Trisha Plucknen EXT: 6921 3. DATE REQ.Bir`: 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP, Q) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION 1 CONTRACT AND NT AG# : 17-171 ❑ INTERLOCAL ❑ OTHER 5. PROJECTN E: 2018 Parks and Recreation Program Guides 6. NAME OF CONTRACTOR: Consolidated Press LLC . .. ............................. ................ - -------- ADDRESS: 600 S Spokane St Seattle WA 98134 TELEPHONE E-MAIL:..............._ ..... ._ ... FAX . ......... __— . ... ... --. TITLE vice President SIGNATURE NAME: BfeI�CI RA.,sS!?1.an...., ... 7. EXHIBITS AND ATTACHMENTS:I9 SCOPE,WORK OR SERVICES WIF1 COMPENSkl'ION ❑ INSURANCE REQUIREMENT'S/CERTIFICATE A ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITYTO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TE COMMENCEMENT DATE: upon execution COMPLETION DATE: December 31,2023 9. TOTAL COMPENSATION$1ss,37aso(no additional) (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE ATTACH SCHEDULES OF EMPLOYEES TITLES AND FIOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: IS SALES TAX OWED OYES ONO IF YES, ..............._.......... RAID BY:❑CONTRACTOR❑CITY .:TAINAGE: REIAINAGE AMOUNT: _rv.❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED A PURCHASING: PLEASE CHARGE TO; 001-7200-352-571-10-492(printing)&001-7200-352-571-10-421(postage) 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL„/WDATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) * LAW DK 6/11120+6/15/20 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOWCONTRACTOR DATE SENT: DATE C'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMfNDERINOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL/DATE.SIGNED I.I LA EPART'MENT ,M. 1A � GNATORY(MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# AG# "' .. COMMENTS: Changing scope of services to reflect that due to current circumstances with COVID-19 we are not producing the full 3 guides per year 2/2017 4 4 CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way,WA 98003-6325 (253)635-7000 www olyoftederAvaycom AMENDMENT NO.2 TO GOODS AND SERVICES AGREEMENT FOR 2018 PARKS AND RECREATION PROGRAM GUIDES This Amendment ("Amendment No. 2") is made between the City of Federal Way, a Washington municipal corporation("City"),and Consolidated Press LLC,a Washington limited liability company("Contractor").The City and Contractor(together"Parties"),for valuable consideration and by mutual consent of the Parties,agree to amend the original Agreement for 2018 Parks and Recreation Program Guides("Agreement")dated effective November 13, 2017, as amended by Amendment No. 1, as follows: 1. AMENDED SERITICES. The Services, as described in Exhibit A and as referenced by Section 2 of the Agreement,shall be amended to include,in addition to the Services and terms required under the original Agreement and any prior amendments thereto, those additional services described in Exhibit A-2 attached hereto and incorporated by this reference("Additional Services"). I 2. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment,as delineated in Exhibit B-2,attached hereto and incorporated by this reference.The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s)for the Term.Except as otherwise provided in an attached Exhibit,the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. I 3. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto,not modified by this Amendment,shall remain in full force and effect.Any and all acts done by either Party consistent with the authority of the Agreement,together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement,as modified by any prior amendments,as it existed prior to this Amendment.The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perj ury that they are authorized to enter into this Amendment,which is binding on the parties of this contract. t [Signature page follows] I i AMENDMENT - 1 - 3/2017 cury OF CITY HALL 33325 8th Avenue South Federal Way Federal Way,WA 98003-6325 (253)835-7000 www c.11yoffederalway com IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: 40 By: e!J, errell, Mayor' SI-thiake 4ourtney, CMC, Jerk X "(1y'l DATE: APPROVED AS TO FORM: J.Ryan Call, CityAttorney CONSOLIDATED PRESS LLC: B lJre, osstr�an,Vice President Date: 101 STATE OF WASHINGTON ) Deanna White ss. Notary Pilblic State Of WaShtrigion COUNTY 0f4—k!iC4---, 10y Appointmern Expres 06M8,2024 COMMISSIOn Number 13$,243 On this day personally appeared before me Igen a I Mossman., J 1 own to be the Vice President ent '"' of Consolidated Press LLC that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company,for the uses and purposes therein mentioned,and on oath stated that he/she was authorized to execute said instrument. GIVEN my hand and official seal this day of k,0-4' 2020 Notary's signature U�P Notary's printed name, -,C Notary Public in and for the State of Washington. My commission expires CCP- 0 KLZ-671:4- AMENDMENT -2- 3/2017 1"rY OF CITY HALL 33325 8th Avenue South V Federal Way Federal Way,WA 98003.6925 (253)835-7000 %4VW61310 e?defaiWBJ'cam EXHIBIT A-2 ADDITIONAL SERVICES The Contractor shall do or provide the following in addition to Services in previous Exhibits: Contractor will print,mail,and deliver the Parks and Recreation Program Guide for 2020,2021,2022,and 2023 as requested by the City of Federal Way.The City of Federal Way has the option to request up to three program guides per year. This includes 40,000 units of each catalog (Fall and Winter) per year as requested and 42,000 units (Spring/Summer combo)per year as requested.The specifications previously presented to the contractor through the RFQ should be followed regarding printing,binding, and delivery of the guides. AMENDMENT - 3 - 3/2017 CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way,WA 98003-6325 (253)835 7000 www.cify0fi er A.vaycam EXHIBIT B-2 R 1. Method of Compensation: Notwithstanding the terms of this Exhibit,the total maximum compensation for the entire lifetime of the Agreement, as specified in Exhibit B-1 of Amendment No. 1 to this Agreement,shall remain in effect.In the event that the City exercises its option to print and mail less than three programs per year,the amounts owing to the Contractor shall be prorated accordingly, based on the original prices presented in the RFQ proposal per program guide printed. The contractor shall be entitled to payment only for services and goods actually rendered.The applicable prices from the RFQ are as follows: Prices 40 pages+cover(1-16pg& 1-24pg)-4CP on interior pages 3,6,7, 10,35,38, 39,42 40,000 $7,522.39 with addt'I 4CP on 11, 16, 17,22, 23,28,29,33 - $7,731.30 42,000 $7,738.64 with addt'I 4CP on 11, 16, 17,22,23,28;29,33 - $7,949.38 I 44 pages+cover(1-16pg& 1-28pg)-4CP on interior pages 3,6,7, 10.39,42, 43,46 40,000 $7,586.04 with addt'I 4CP on 11, 18. 19,26,27,38- $7,781.29 42,000 $7,819.99 with addt'I 4CP on 11, 18, 19,26,27,38- $8,016:89 48 pages+cover(1-16pg&1-32pg)-4CP on interior pages 3,6,7, 10,43,46,47, 50 40,000 $7,822.33 with addt'I 4CP on 11, 18, 19,26,27,34,35,42- $8,042,78 42,000 $8,060.01 with addt'I 4CP on 11, 18, 19,26,27, 34,35,42- $8,282.39 i Mailing Prep Simplified-Top sheet&Bundle, USPS Documentation,Deliverto Federal Way PO Quantity Prices 36,000 $610.97(Estimated Postage-$0.156 each($5,928 estimated postage per issue) rheseprrcesdo nor Fall&Winter Spring&Summer Combo Simplified Include sales taxand are -a , 42.000 sabmt to rewslon on pro CO it l ^ count rece0toffinelartworxor 44978 $7,227 $7,500 $8.50/M COPY. 44179 48 $7,573 $7,869 44180 52 $7,906 $8,292 i i i I i AMENDMENT -4- 3/2017 I I RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Fik)CC- 2. ORIGINATING STAFF PERSON P[udit ( EXT: !a I 3. DATE REQ.BY: 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G BOND RELATED DOCUMENTS) ❑ ORDINANCE ' ❑ RESOLUTION 'CONTRACT AMENDMENT(AG#): 1' ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: 0210' &(--5 QarEt5 /v , �C� ,6. NAME OF CONTRACTOR: a ,, ,/�(�� �► ADDRESS: 60C10 ' ( i t' '"" •/ =e. 11/' ' TELEPHONE E-MAIL: FA7i: SIGNATURE NAME: ' eoEc> y\ TITLE V 17 & 7. EXHIBITS AND ATTACHMENTS:*COPE,WORK OR SERVICES' COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ` ..ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMS CEMENT DATE: c _COMPLETION DATE:t 4/607V•1° 9. TOTAL COMPS SATION$ W • ( F1 -( �' � (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHA GE-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 PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: $. -- (041- _ - '{ ,,�► - �� t --- 14 10. DOCUMENT/CONTRACT REVIEW INITIA /DATE RE WED INITIA /DATE ' •P' •VED ❑ PROJECT MANAGER LG `f L c//' ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 2 b 3ef Zan? �( /Q` 11. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: I° 'i ' v COMMITTEE APPROVAL DATE:1 U J I C/ SCHEDULED COUNCIL DATE: I /j (•/' COUNCIL APPROVAL DATE: v I. j 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL/DATE SIGNED ❑ LA1V DEPARTMENT Nov 20l$ rE'SIGNATORY(MAYOR OR DIRECTOR) 4•-)IVIVO/ ❑ CITY CLERK ❑ ASSIGNED AG# AG# \•1-\-11 ❑ SIGNED COPY RETURNED DATE SENT: k\.%•l$ 1'r> COMMENTS: /'1'I 1/2018 A 116, CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way.WA 9800303 -6325 (253) 835-7000 www crtyoffederalway corn AMENDMENT NO. 1 TO GOODS AND SERVICES AGREEMENT FOR 2018 PARKS AND RECREATION PROGRAM GUIDES This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation("City"),and Consolidated Press LLC,a Washington limited liability company("Contractor").The City and Contractor(together"Parties"),for valuable consideration and by mutual consent of the Parties,agree to amend the original Agreement for 2018 Parks and Recreation Program Guides("Agreement")dated effective November 13, 2017, as follows: 1. AMENDED TERM.The term of the Agreement,as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services,but in any event no later than December 31, 2023 ("Amended Term"). 2. AMENDED SERVICES. The Services, as described in Exhibit A and as referenced by Section 2 of the Agreement,shall be amended to include,in addition to the Services and terms required under the original Agreement and any prior amendments thereto, those additional services described in Exhibit A-1 attached hereto and incorporated by this reference ("Additional Services"). 3. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment,as delineated in Exhibit B-1,attached hereto and incorporated by this reference.The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s)for the Amended Term.Except as otherwise provided in an attached Exhibit,the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto,not modified by this Amendment,shall remain in full force and effect.Any and all acts done by either Party consistent with the authority of the Agreement,together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement,as modified by any prior amendments,as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment,which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 3/2017 CITY OF CITY HALL iiiibi 33325 8th Avenue South ,,.,_,,. Federal Way Federal Way. WA 98003-6325 (253) 835-7000 www crtyoffederalway corn IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: I BY: - 'I���i .'�( I l o ni Ji •rrell, Mayor iS •ha ie Courtney, CMC,i y Clerk DATE: /iN/ APPROVED S O FORM: Ez.,:c.. t-er J. Ryan Call, City Attorney CONSOLIDATED PRESS LLC: e- Ei/Ls___________ By: Brenda Rossman, Vice President Date: it f'Z 0 / i (5 STATE OF WASHINGTON ) ) ss. COUNTY •W, On this day personally appeared before me Brenda Rossman,to me known to be the Vice President of Consolidated Press LLC that executed the foregoing instrument, and acknowledged the said instrument to be the free and g g g voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned,and on oath stated that she was authorized to execute said instrument. GIVEN my hand and official seal this day of CC k-Q r , 20 ���‘‘��%t� Notary's signature la,),1� Ui ``=.4f" Nq �lit�, Notary's printed name - ec,.r�,nc� V,) -1-Q-- O �r ij Notary Public in and for the State of Washington. *PI% tiq My commission expires 0 4 /0(, / ZO Z b it, p WASH G - AMENDMENT - 2 - 3/2017 41/4 CITY OF CITY HALL '�.._ 33325 8th Avenue South Federal Way Federal Way.WA 98003-6325 (253) 835-7000 www cityoffederaiway com EXHIBIT A-1 ADDITIONAL SERVICES The Contractor shall do or provide the following in addition to Services in previous Exhibits: Contractor will print, mail, and deliver the 2019, 2020, 2021, 2022, and 2023 Winter, Spring-Summer, and Fall issues of the Parks and Recreation Program Guide. This includes 40,000 units of each catalog(Fall and Winter) per year and 42,000 units (Spring/Summer combo)per year. The specifications previously presented to the contractor through the RFQ should be followed regarding printing,binding, and delivery of the guides. AMENDMENT - 3 - 3/2017 CITY OF CITY HALL ,i4h6 33325 8th Avenue South Federal Way Federal Way.WA 98043-6325 (253) 835-7000 www cityoffederatway.com EXHIBIT B-1 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Additional Services,the City shall pay the Contractor an additional amount not to exceed One Hundred Forty-Eight Thousand Five Hundred and NO/100 Dollars($148,500.00).The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed One Hundred Ninety-Six Thousand Three Hundred Seventy-Eight and 60/100 Dollars($196,378.60). This calculation includes cost of printing,bulk mailing(prep and drop),and a 10% contingency for any changes in bulk mailing addresses or extra copies needing to be printed. AMENDMENT -4- 3/2017 -1.61 RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT. /DIV: 2. ORIGINATING STAFF PERSON: l T i� if 12(k te.14.446)1{-- EXT: 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G, RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: aOletz., wV j ad. Q r ©1(\ Firnyoyyt l c\Le9,- 6. NAME OF CONTRACTOR: 61,1, .coo; ADDRESS..i%r .LY ' �. A � _ •:.■ ��.�i� TELEPHONE E -MAIL: FAX: SIGNATURE NAME:4e 11(10` TITLEViCIPS\ 111— ('e 7. EXHIBITS AND ATTACHMENTS::ScoPE, WORK OR SERVICES >QOMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE XALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS COMPLETION DATE: t a 131 /r-K 8. TERM: COMMENCEMENT DATE: �(((� oL- Ut©n 9. TOTAL COMPENSATION $ 1111 gig. (0. (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - PACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ RETAINAGE: RETAINAGE AMOUNT: PAID BY: ❑ CONTRACTOR ❑ CITY ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) cok - 00 -2 -571- 0 - `ta INITIAL D17770/ATVI WED INITI DATE AP ED G(7 d� 7 ❑ RETAINAGE BOND PROVIDED t7 04 zot3 COMMITTEE APPROVAL DATE: / ) 1 COUNCIL APPROVAL DATE: 10 12. CONTRACT SIGNATURE ROUTING AO ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 41-110- I C DATE REC'D: _ ` t // 1 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL / DATE SIGNED LAW DEPARTMENT IGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: AG# DATE SENT: 9/1111'7 C1T ... Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 sysvw cityoffederatway com GOODS AND SERVICES AGREEMENT FOR 2018 PARKS AND RECREATION PROGRAM GUIDES This Goods and Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Consolidated Press LLC, a Washington limited liability company ( "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: CONSOLIDATED PRESS LLC: Kandy Hruby 600 S Spokane St Seattle, WA 98134 (206) 447 -9659 x309 (telephone) (206) 447 -9477 (facsimile) khruby@consolidatedpress.com consalidatedpress.com CITY OF FEDERAL WAY: Cody Geddes 876 S 333rd St Federal Way, WA 98003 -6325 (253) 835 -6926 (telephone) (253) 835 -6929 (facsimile) cody.geddes@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 December 31, 2018 ( "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 the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to GOODS AND SERVICES AGREEMENT - 1 - 9/2017 4%_,L CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. crtvoffederalway com 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 ofPavment. 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 C F ''�... Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835-7000 �vvtla +. cityoffederalway. 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 may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney' s fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or GOODS AND SERVICES AGREEMENT - 3 - 9/2017 CITY OF' Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 1•V1M1 w cityoffedere vway! c0171 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 Limit of Liability. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 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 or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by GOODS AND SERVICES AGREEMENT - 4 - 9/2017 Ct7Y OF ,..,, Federal Way law to monitor this Agreement. CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 w mw. crtvof edera/way cord 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. 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, GOODS AND SERVICES AGREEMENT - 5 - 9/2017 CIT Federal Y OF W aY CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 {253) 835 -7000 www cityaffeder@lway. can 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 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 Partyprior 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 GOODS AND SERVICES AGREEMENT - 6 - 9/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www.atyoffederalway.com 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 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 - 7 - 9/2017 CITY QF AN,6 Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 w wwcityoffederaiwavcorn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: DATE: 1 / /3 7 CONSOLIDATED PRESS LLC: Brenda Rossman, Vice President DATE: to/02-i STATE OF WASHINGTON ) ) ss. COUNTY OF ATTEST: iltim ph nie Courtney, CM ity Clerk APPROVED AS TO FORM: J. Ryan Call, City Attorney On this day personally appeared before me Brenda Rossman, to me known to be the Vice President of Consolidated Press LLC that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument. GIV t�tlLl i� and 414ZONA t'P4 "1i s4 s Ilk 40 01 official seal this Notary's Notary's GOODS AND SERVICES AGREEMENT day of signature printed name n'cN . Notary Public in and for the State of Washington. My commission expires L LO L C V)-e 20t R - 8 - 9/2017 t tit, 4/40 00' Abtif s 4le C1rY OF Federal ay EXHIBIT "A" SERVICES 1. The Contractor shall do or provide the following: CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 4wvwcityoffederahvay can Contractor will print, mail, and deliver the 2018 Winter, Spring - Summer, and Fall issues of the Parks and Recreation Program Guide. This includes 40,000 units of each catalog (Fall and Winter) and 42,000 units (Spring /Summer combo). The specifications previously presented to the contractor through the RFQ should be followed regarding printing, binding, and delivery of the guides. GOODS AND SERVICES AGREEMENT 9 - 9/2017 CITY bF Federal Way EXHIBIT "B" COMPENSATION CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www.crtyoffederalway.com 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Forty -Seven Thousand Eight Hundred Seventy -Eight and 60/100 Dollars ($47,878.60). This calculation includes cost of printing, bulk mailing (prep, postage, and drop), and a 10% contingency for any changes in bulk mailing addresses or extra copies needing to be printed. GOODS AND SERVICES AGREEMENT - 10 - 9/2017 GEMINI INVESTORS V, L.P. 20 William Street, Suite 250 Wellesley, MA 02481 October 27, 2017 City of Federal Way 876 S 333rd St. Federal Way, WA 98003 To whom it may concern: Gemini Investors V, L.P. authorizes Brenda Rossman to sign the "Goods and Service Agreement for the 2018 Parks and Recreation Program Guides" as Governing Person on our behalf. Name: Robert Menn Signature: Title: Date: Principal 10/27/2018 KPLLCOM -01 CERTIFICATE OF LIABILITY INSURANCE SPRIOR DATE (MM /DD/YYYY) 10/26/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 0G66614 One Risk Group, LLC DBA: One Risk Management & Insurance Services 5976 W. Las Positas Blvd., Suite 100 Pleasanton, CA 94588 INSURED Consolidated Press LLC 13951 Washington Avenue San Leandro, CA 94578 NONTACT PHONE 350 (AIC, No, Ertl: (925) 226 -7 ADDRESS: info@oneriskgroup.com INSURERS) AFFORDING COVERAGE jAAICC, No):(925) 2264380 NAIC 0 INSURER A :Travelers Property Casualty Company of America 25674 INSURER B : Illinois Union Insurance Company 27960 INSURER C : Berkshire Hathaway Homestate Ins Co 20044 INSURER D : INSURER E : INSURER F : • 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 REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF POLICY EXP IMMIDD/YYYY) (MMIDDIYYYYI LIMITS A X I COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR X 07/01/2017 - 07/01/2018 EACH OCCURRENCE $ 1,000,000 P- 630- 3D449614- TIL -17 DAMAGETOiroNc PREMISES R occurrence) $ 800,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY 5ref X LOC PRODUCTS - COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY 07/01/2018 (EaMBINdent) SINGLE LIMIT $ 1,000,000 X ANY AUTO BA- 3D449614- 17 -CAG 07/01/2017 BODILY INJURY (Per person) $ OWNED ONLY AUTOS ONLY SCHEDULED AUTOS ONLY BODILY INJURY (Per accident) $ acEOR� tpA PROr MAGE Pe )) $ $ A X UMBRELLA UAB EXCESS LIAB X OCCUR CLAIMS -MADE CUP- 7J779123 -17-43 07/01/2017 EACH OCCURRENCE $ 15,000,000 07/01/2018 AGGREGATE $ DED X 1 RETENTION $ 0 PCO Aggregate $ 15,000,000 WORKERS COMPENSATION N / A PER OTH- ER AND EMPLOYERS' UABIUTY ANY PROPRIETOR/PARTNER/EXECUTIVE (Mandatory In NH) EXCLUDED? Y/ N E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE, $ If Yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ B Professional Liabili C ,ERs Stop Gap Liab EON G21679641 013 KPWC813688 07/01/2017 07/01/2017 07/01/2018 07/01/2018 Ea.Claim /Aggregate 5,000,000 Each Employee /Occur 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Stop Gap (Employer's Liability) Covered State(s) WA Certificate holder is an additional insured per the attached endorsement. City of Federal Way 33325 8th Ave. South Federal Way, WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE ACCORDANCE WITH R CE WILL BE DELIVERED IN H THE PO ICYPROVIS ONS AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. WHO IS AN INSURED — (Section II) is amended c) to include any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Cover- age Part, but: a) Only with respect to liability for "bodily injury ", "property damage" or "personal injury"; and b) If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. 2. The insurance provided to the additional insured by this endorsement is limited as follows: a) In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance, the in- surance provided to the additional insured shall be limited to the limits of liability re- quired by that "written contract requiring in- surance". This endorsement shall not in- crease the limits of insurance described in Section III — Limits Of Insurance. b) The insurance provided to the additional in- sured does not apply to "bodily injury", "prop- erty damage" or "personal injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or sur- veying services, including: i. The preparing, approving, or failing to prepare or approve, maps, shop draw- ings, opinions, reports, surveys, field or- ders or change orders, or the preparing, approving, or failing to prepare or ap- prove, drawings and specifications; and ii. Supervisory, inspection, architectural or engineering activities. CGD2460805 The insurance provided to the additional in- sured does not apply to "bodily injury" or "property damage" caused by your work" and included in the "products- completed op- erations hazard" unless the 'written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that oc- curs before the end of the period of time for which the "written contract requiring insur- ance' requires you to provide such coverage or the end of the policy period, whichever is earlier. 3. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible "other insurance ", whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover under this endorsement. However, if the "written contract requiring insurance" specifically requires that this insurance apply on a primary basis or a primary and non - contributory basis, this insurance is primary to "other insurance" available to the additional insured which covers that person or organization as a named insured for such Toss, and we will not share with that "other insurance ". But the insurance provided to the additional insured by this endorsement still is excess over any valid and collectible "other in- surance", whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured when that person or organization is an additional insured under such "other insur- ance". 4. As a condition of coverage provided to the additional insured by this endorsement: a) The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include: (� 2005 The St. Paul Travelers Companies, Inc. Page - of 2 COMMERCIAL GENERAL LIABILITY i. How, when and where the "occurrence" or offense took place; ii. The names and addresses of any injured persons and witnesses; and iii. The nature and location of any injury or damage arising out of the "occurrence" or offense. b) If a claim is made or "suit" is brought against the additional insured, the additional insured must: i. Immediately record the specifics of the claim or "suit" and the date received; and ii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c) The additional insured must immediately send us copies of all legal papers received in connection with the claim or "suit', cooperate with us in the investigation or settlement of the claim or defense against the "suit', and otherwise comply with all policy conditions. d) The additional insured must tender the de- fense and indemnity of any claim or "suit" to Page 2 of 2 any provider of "other insurance" which would cover the additional insured for a loss we cover under this endorsement. However, this condition does not affect whether the insur- ance provided to the additional insured by this endorsement is primary to "other insur- ance" available to the additional insured which covers that person or organization as a named insured as described in paragraph 3. above. 5. The following definition is added to SECTION V. — DEFINITIONS: "Written contract requiring insurance means that part of any written contract or agreement under which you are required to include a person or organization as an additional in- sured on this Coverage Part, provided that the "bodily injury" and "property damage" oc- curs and the "personal injury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. 2005 The St, Paul Travelers Companies, Inc. CG D2 46 08 05