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AG 17-182I I RETURN TO: Brian Pearson EXT: 2552 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM . ORIGINATING DEPT./DIV: Information Technology ORIGINATING STAFF PERSON: Brian Pearson TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT 01 GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER EXT: 2552 3. DATE REQ. BY: ASAP RFB, RFP, RFQ) ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ -RESOLUTION ❑ INTERLOCAL . PROJECT NAME: Printer Maintenance NAME OF CONTRACTOR: Copiers Northwest ADDRESS: 601 Dexter Ave North E -MAIL: lolive @copiersnw.com SIGNATURE NAME: John Hines TELEPHONE (206) 282 -1200 FAX: TITLE CFO EXHIBITS AND ATTACHMENTS: Al SCOPE, WORK OR SERVICES COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN TERM: COMMENCEMENT DATE: 11/1/2017 ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS COMPLETION DATE: 11/1/2020 TOTAL COMPENSATION? � (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE BY (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED El PURCHASING: PLEASE CHARGE TO: 502-1100-046- (512 - 50480, 518- 88480, 521 -88 -480) & 503 -1100 -046- (512 -50 -480, 518- 88480, 521 - 88480) 0. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 1. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: 1 INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: / 0 2,yCONTRACT SIGNATURE ROUTING T7 SENT TO VENDOR/CONTRACTOR DATE SENT: 10 7-- DATE REC'D: ❑ 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.) ALAW DEPARTMENT GNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED 'OMMENTS: INITIAL / DATE IGNED aPolsyrAxquar /,11� AG# DATE SENT: 1/1(11'7 COUNCIL MEETING DATE: November 7, 2017 CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL ITEM #: 5f SUBJECT: PRINTER MAINTENANCE CONTRACT AWARD POLICY QUESTION: Should the City of Federal Way enter into an agreement with Copiers Northwest for Printer Maintenance Services? COMMITTEE: FEDRAC MEETING DATE: Oct. 24, 2017 CATEGORY: • Consent ❑ City Council Business Ordinance n Resolution ❑ Public Hearing 111 Other STAFF REPORT BY: Thomas Fichtner DEPT: Information Technology Attachments: 1. Printer Maintenance Contract 2. Printer Maintenance Contract RFP Appendix A & B This is an update to the Printer Maintenance Contract that was before FEDRAC on September 26, 2017. This item includes the actual contract using the lowest, most responsive bidder, Copiers Northwest, approved at the last meeting. This contract is for 3 years, with option to renew for a total not the exceed amount of $36,000. Options Considered: 1. Approve the Mayor's recommendation and forward to the Council Consent Agenda on November 7, 2017. 2. Deny approval of the Mayor's recommendation and provide staff with further direction. MAYOR'S RECOMMENDATION: Mayor recommends forwarding the Printer Maintenance Contract to the November 7, 2017 Coun Consent Agenda. MAYOR APPROVAL Commi ee Initial/Date Cow cil Initial /Date DIRECTOR APPROVAL: rf I7 c J rt Initial bate COMMITTEE RECOMMENDATION: I move to forward the proposed Contract to the November 7, 2017 consent agenda for approval. Committee Chair Committee ember Committee Member PROPOSED COUNCIL MOTION: "I move approval of the Printer Maintenance Contract with Copiers Northwest for a total of $36, 000, and authorize the Mayor to sign said agreement." (BELOW TO BE COMPLETED BY CITY CLERKS OFFICE) UNCIL ACTIO APPROVE DENIED ❑ TABLED /DEFERRED /NO ACTION ❑ MOVED TO SECOND READING (ordinances only) REVISED— 11/2016 COUNCIL BILL # 1ST reading Enactment reading ORDINANCE # RESOLUTION # .Y OF '�. Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 vtivw cityoffederalway coin GOODS AND SERVICES AGREEMENT FOR PRINTER MAINTENACE 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, LLC: John Hines 601 Dexter Ave. North Seattle, WA 98109 (206) 282 1200 (telephone) CITY OF FEDERAL WAY: Thomas Fichtner 33325 8th Ave. S. Federal Way, WA 98003 -6325 (253) 835 -2547 (telephone) (253) 835 -2509 (facsimile) Thomas.Fichtner@cityoffederalway.com The Parties agree as follows: 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than November 1, 2020 ( "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 the term 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 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 GOODS AND SERVICES AGREEMENT - 1 - 10/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederalway coin Contractor shall pay all costs incurred by the City in order to accomplish the correction. 2.3 Time, Documentation, and Inspection. Work shall begin immediately upon the effective date of this Agreement. Work shall be subject, at all times, to observation and inspection by and with approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Agreement, notwithstanding the City's knowledge of defective or non - complying performance, its substantiality or the ease of its discovery. 2.4 Clean Up. At any time ordered by the City and immediately after completion of the Work, the Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and /or the City may deduct its costs from any remaining payments due to the Contractor. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit "B," attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit "D," 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. 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 10/2017 41•.- Pecleral Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 wtiww 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, except for the negligence by the city related to any claim under this act. 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 except to the extent of the contractor's negligence. 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. In no case shall either party be liable to the other for consequential, incidental, special or indirect damages. GOODS AND SERVICES AGREEMENT - 3 - 10/2017 144k Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 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 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 GOODS AND SERVICES AGREEMENT - 4 - 10/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederalway corn 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 law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS. 10.1 Independence. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 10.2 Safety. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296 -155 WAC), General Safety and Health Standards (Chapter 296 -24 WAC), and General Occupational Health Standards (Chapter 296 -62 WAC). Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer, gas, steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Work. The Contractor shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same 10.3 Risk of Work. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's GOODS AND SERVICES AGREEMENT - 5 - 10/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www citvoffederafwav corn 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 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 GOODS AND SERVICES AGREEMENT - 6 - 10/2017 `CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www otyoffederalway coin 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 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 10/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 vvww cityoffederafway coin IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: 4"ri. Jim Feyt'eX, M yor DATE: Vid-40 COPIERS NORTHWEST By: Printed ame: Jo f » A(u Title: ci‘-c DATE: h /iz /17 ATTEST: C. Cl rk, Stephanie Courtn CMC APPROVED AS TO FORM: A--N2 0„A City Attorney, J Ryan Call STATE OF WASHINGTON ) ) ss. COUNTY OF 6,5 On this day personally appeared before me �O\(10 --fl e S , to me known to be the C.� 0 of Nor-Vnui - that executed the foregoing instrument, and acknowledged the sai 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 2. Z day of o\Je mbe,r Notary's signature Notary's printed nam GOODS AND SERVICES AGREEMENT (1./ *tatizuge �ulie L Fun ,rYIGiASe Notary Public in and for the Stae of Washington. My commission expires SC.31-1- I B - 8 - 10/2017 CITY Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederalway com EXHIBIT "A" SERVICES The Contractor shall do or provide the following services for the City's 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 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 printers fully functional will be provided by the Contractor. 2.2 All replacement parts shall be factory authorized parts of make and model of printer. Contractor is responsible for all costs associated with all parts including the part, installation, delivery and disposal. 2.3 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 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 and /or 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 a just -in -time inventory of spare toner with each 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 to 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 Contractor shall respond to all service call within Monday — Friday 8:OOAM — 5:OOPM. 5.2 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. 5.3 Contractor will be responsible for all repairs and maintenance of equipment. 5.4 Once the technician arrives on -site, contractor's goal for average time for the machine to be fully GOODS AND SERVICES AGREEMENT - 9 - 1/2015 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederalway coin functional is 1.1 hours. 5.5 If repairs cannot be completed on site or within 5 (five) business days, the Contractor's shall provide a loaner printer 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. Removal/Recycle: 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 at their convenience, or city will follow the no charge return shipping instructions included with each cartridge. 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 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 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 contractor 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 printer 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 What part or supplies where replaced during the service call Total amount of supplies used by a printer Last Preventive Maintenance Perform GOODS AND SERVICES AGREEMENT - 10 - 1/2015 Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www crtyoffederatway corn 10. Equipment condition — Inspection: 10.1 Contractor acknowledges that he has inspected all printers and that all equipment is in good working condition at the time this contract was executed. GOODS AND SERVICES AGREEMENT - 11 - 1/2015 CITY OF '�..- Federal Way EXHIBIT "B" COMPENSATION CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederalway corn 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Thirty -Six Thousand and 00 /100 Dollars ($36,000.00). 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 Per Page Rate (Exhibit "D "). GOODS AND SERVICES AGREEMENT - 12 - 1/2015 CITY OF 44*-...„ Federal Way EXHIBIT "C" INSURANCE See attached insurance certificate. CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www crtyoffederalway corn GOODS AND SERVICES AGREEMENT - 13 - 1/2015 Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederalway corn EXHIBIT "D" CITY OF FEDERAL WAY PRINTER PER PAGE RATE Device Details DIV Queue Name CC CD AD CD AD CD CD HD CD PL CK PR DBC EOC FI AD FI PY PR CC PR CC PR CC PR CC HR IT LA LA MC JDGE MC AD MC CR3 MC PAEC AD PD CHF PD CMD PD EVD PD CIS PD PAT PD REC PD SIU PD TR PR AD PW ST PW DS PW SWM CC5200DTN C DAD605X CDAD8150DN CDBL9050DN CDHD8150DN CDPL9050DN CK8150DN DBC3015X EOCM577COLOR F1605X F18150DN FWCC4050TN FWCC8150DN3 FWCC9050DN1 FWCC9050DN2 HR9050DN IT9050DN LA605X LAW R605X MC260000LOR MC4050TN MC8150DN MC9050DN PAECM577COLOR PDAD4050TN PDCMD9050DN PDEVI D8150DN PDINV8150DN PDPAT605X PDREC9050DN PDSIU5200DTN PDTR8150DN PRAD3015X P W 605X PWDS9050DN SWM605X .Device Name HP LaserJet 5200 HP LaserJet M605n HP LaserJet 8150 hp LaserJet 9050 HP LaserJet 8150 hp LaserJet 9050 HP LaserJet 8150 HP LaserJet P3010 HP Color LaserJet M577 HP LaserJet M605n HP LaserJet 8150 HP LaserJet 4050 HP LaserJet 8150 hp LaserJet 9050 hp LaserJet 9050n hp LaserJet 9050 hp LaserJet 9050 HP LaserJet M605n HP LaserJet M605n HP LaserJet 4050 HP LaserJet 8150 hp LaserJet 9050n HP Color LaserJet M577 HP LaserJet 4050 hp LaserJet 9050 HP LaserJet 8150 HP LaserJet 8150 HP LaserJet M605n hp LaserJet 9050n HP LaserJet 5200 HP LaserJet 8150 HP LaserJet P3010 HP LaserJet M605n hp LaserJet 9050n HP LaserJet M605n Copiers Northwest WCPPBW CPPC $ 0.01413 $ 0.01197 $ 0.00729 $ 0.00802 $ 0.00810 $ 0.01197 $ 0.00802 $ 0.01170 $ 0.01540 $ 0.0699 $ 0.01197 $ 0.00729 $ 0.00891 $ 0.00729 $ 0.00802 $ 0.00802 $ 0.01197 $ 0.00802 $ 0.01197 $ 0.01197 $ 0.02570 $ 0.1341 $ 0.00891 $ 0.00729 $ 0.00802 $ 0.01540 $ 0.0699 $ 0.00891 $ 0.00802 $ 0.00729 $ 0.00729 $ 0.01197 $ 0.00802 $ 0.01413 $ 0.00729 $ 0.01170 $ 0.01197 $ 0.00802 $ 0.01197 GOODS AND SERVICES AGREEMENT - 14 - 1/2015 ACORN® �� CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD/YYYY) 11/28/2017 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 Brown & Brown of Washington, Inc. 1501 4th Avenue, Suite 2400 Seattle WA 98101 CONTACT NAME: PHONE 206-956-1600 FAx (A/C No, Fxt) (A/C. No): 206-956-9600 E-MAIL ss: certrequest@bbseattle.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A :Travelers Indemnity Company 25658 INSURED COPIE -2 Copiers Northwest, Inc 601 Dexter Ave N Seattle WA 98109 INSURER B : 68001930812 INSURER C : 7/28/2018 INSURER D : $1,000,000 INSURER E : $300,000 INSURER F : CERTIFICATE NUMBER: 79882240 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 (MM /DD /YYYY) POLICY EXP (MM /DD/YYYY) LIMITS A x COMMERCIAL GENERAL LIABILITY Y 68001930812 7/28/2017 7/28/2018 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $300,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $5,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GE 'L AGGREGATE POLICY OTHER: LIMIT APPLIES PRO JECT PER: LOC PRODUCTS - COMP/OP AGG $2,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON -OWNED AUTOS ONLY BA0042C167 7/28/2017 7/28/2018 INGLE LIMIT Ea accident) ''1,000,000 $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE CUP1621Y091 7/28/2017 7/28/2018 EACH OCCURRENCE $6,000,000 AGGREGATE $6,000,000 $ DED X RETENTON$5,000 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNER /EXECUTIVE OFFICER /MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A 6800193C812 7/28/2017 7/28/2018 PER x OTH- ER WA Stop Gap /EL E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) See Attached... CERTIFICATE HOLDER CANCELLATION The City of Federal Way Attn: Thomas Fichtner 33325 8th Ave. S. Federal Way WA 98003 -6325 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 ACORD 25 (2016/03) © 1988 -2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY Brown & Brown of Washington, Inc. AGENCY CUSTOMER ID: COPIE -2 LOC #: ADDITIONAL REMARKS SCHEDULE POLICY NUMBER CARRIER NAIC CODE NAMED INSURED Copiers Northwest, Inc 601 Dexter Ave N Seattle WA 98109 Page 1 of 1 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE- CERTIFICATE OF LIABILITY INSURANCE Certificate Holder(s): The City of Federal Way ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy No.: 6800193C812 11 03 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT This endorsement madies insurance provded under the foliowing: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the PROVISIONS of this endorsement carefully to determine rights, duties, and what is and is not covered. A. Broadened Named Insured B. Darnage To Premises Rented To You Extension ~ Perils o(fire, explosion, lightning, smoke, water ^ Limit increased 0oS300,O0O C. Blanket Waiver of Subrogation O. Blanket Additional Insured — WWanaBers or Lessors of Premises E. Blanket Additional Insured — Lessor of Leased Equipment F. Incidental Medical Malpractice G. Persono||njury— AyounladbyContnaot H. Extension of Coverage — Bodily Injury PROVISIONS A. B. I. Injury to Co-Ernployees J. Aircraft Chartered with Crew K. Non-Owned Watercraft — Increased from 25 feet to 50 feet L. Increased Supplementary Payments • Cos for bail bonds increased to S2,500 • Loss of earnings increased to 5500 per day M. Knowledge and Notice of Occurrence or Offense N. Unintentional Omission 0. Reasonable Force — Bodily Injury or Property Damage BROADENED NAMED NSURED 1. The Named Insured in Item 1. of the Declarations is as follows: The person or organization named in Item 1. of the Declarations and any organization. other than a partnership or j int venture. over which you maintain ownership or majority interes on the effective date of the policy. However, coverage for any such organization will cease, as of the date. during the policy period, that you no longer maintain ownership of, or majority interest in, such organization. 2. WHO S AN INSURED (Section ||) Item 4.a. is deleted and replaced by the foliowing: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period. whichever is earlier, unless reported in writing to us within 180 days. 3. This Provision A. does not apply to any person or organization for which coverage is excluded by endorsement. DAMAGE TO PREMISES RENTED TO YOU EXTENSION 1. The ast paragraph of GOVERAGE A. BODILY INJURY AND — Coverages) is deleted and replaced by the following: Exclusions c. through n. do not apply to damage to premises by you with perrnission of the owner. caused by: a. Fire; b. Explosion; c. Lightning: d. Smoke resulting from such fire, explosion, or lightning; or PROPERTY DAMAGE LIABILITY (Section 1 while rented to you. or temporarily occupied e. Water. A separate limit of insurance applies to this coverage as described in LIMITS OF INSURANCE (Section U|). 2. This insurance does not apply to damage to premises while rented to you, or temporarily occupied by you wUh permission of the owner, caused by: a. Rup(unv, bursdng, or operation of pressure relief devices; b. Rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from water: c. Explosion of steam boi|ena, steam pipes. steam engines. or steam turbines. 3. Part 6. of LIMITS OF INSURANCE (Section 111) is deleted and replaced by the following: Subject to 5. above, the Damage To Premises Rented To You Limit is the most wewill pay under COVERAGE A. for damages because of "property damage" to any one premises while rented to you. or temporarily occupied by you with perrnission o! the mwner, caused by fire, explosion. lightning, smoke resulting from such fire. explosion. or lightning, or water. The Damage To Premises Rented To You Limit will apply to all damage proximately caused by the same "occurrence". whether such damage results from fire, expkxsion' liGhtninQ, smoke resulting from such [ira, explosion. or |ightninQ, or vvater, or any cornbination of any of these. The Damage To Premises Rented To You Limit will be the higher of: a. S300,000: or b. The amount shown on the Declarations for Damage To Premises Rented To You Limit. 4. Under DEFINITIONS (Section V). Paragraph a. of the definition of "insured contract" is amended so that it does not indude that portion of the contract for a lease of premises that indemnifies any person or organization for damage to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by: a. Five; b. Explosion: c. Lightning; d. Srnoke resulting from such fire, explosion, or Iightning: or e. Water. 5. This Provision B. does not apply if coverage for Damage To Premises Rented To You of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section 1 - Coverages) is excluded by endorsement. C. BLANKET |V SUBROGATION We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of premises owned or occupied by or rented or loaned to you; ongoing operations performed by you or on your behalf, done under a contract with that person or organization; "your work"; or "your products" We waive this right where you have agreed iu do so as pad of a written contract, executed by you prior to Ioss. D. BLANKET ADDITIONAL INSURED 'O��J LESSORS � ��F |pRE8�|SE|��`^ WHO IS AN INSURED (Section 11) is amended to include as an insured any person or organization (referred to below as "additional insured") with whom you have agreed in a written oonirant, executed prior to bss, to name as an additional inmurmd, but only with respect to liability arising out of the nwnermhip, maintenance or use of that part of any prernises leased to you, subject to the foliowing provisions: 1. Limits of Insurance. The limits of insurance afforded to the additional insured shall be the limits which you agreed to provide. or the limits shown on the Declarations, whichever is less. 2. The insurance afforded to the additional insured does not apply to: a. Any "occurrence" that takes place after you cease to be a tenant in that premises: b. Any premises for which coverage is excluded by endorsement: or c. Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. 3. The insurance afforded to the additional insured is excess over any valid and collectible insurance available to such additional innunod, unless you have agreed in a written contract for this insurance to appy on a primary or contnbutory basis. E. ^ |�|�N����|���l� ����������� ENT' -`- ~' ' � ~� �_`'____- ^ ' ' ''=�,�^~ WHO IS AN INSURED (Section ||) is amended to include as an insured any person or organization (referred to below as "additional insured") with whom you have agreed in a written mmntract, executed prior to |oso, to name as an additional inaurod, but only with respect to their |iabUityehoinA out of the rmaintenance' operation or use by you of equipment leased to you by such additional insured, subject to the foliowing provisions: 1. Urnits of Insurance, The limts of insurance afforded to the additional insured shall be the Iimits which you agreed to provide, or the limits shown on the Declarations, whichever is less. 2. The insurance arforded to the additional insured does not apply to: a. Any ''occurrence" that takes place after the equipment lease expires: or b. "Bodily injury" or "property damage'' arising out of the sole negligence of such additional insured. 3. The insurance afforded to the additional insured is excess over any valid and collectible insurance available to such additional insured, unless you have agreed in a written contract for this insurance to apply on a prirnary or contributory basis. F. INCIDENTAL MEDICAL MALPRACTICE 1. The definition of "bodily injury" in DEFINITIONS (Section V) is amended to include "Incidental Medical Malpractice Injury". 2. The foflowing definition is added to DEFINITIONS (Section V): "lncidenta medical malpractice injury" means bodily jury, mental anguish. sickness or disease sustained by a peruon' including death resulting from any of these at any time. arising out of the rendering of, or failure to render, the following services: a. 0&adioa|, surgical, dental, laboratory, x-ray or nursing service or treatment, advice or instruction. or the retated furnishing of food or beverages; b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies urappliances; or c. First aid. d. "Good Samaritan services". As used in this Provision F., "Good Samaritan services" are those medical services rendered or provided in an emergency and for which no remuneration is demanded or received. 3. Paragraph 2.a.(1)(d} of WHO IS AN INSURED (Section ||) does not apply to any registered nurse, licensed practical nurse, emergency medical technician or paramedic employed by you. but only while performing the services described in paragraph 2. above and while acting within the scope of their employment by you. Any "employees" rendering ''Good Samaritan services" will be deemed to be acting within the scope of their employment by you. 4. The following exclusion is added to paragraph 2. Exclusions of COVERAGE A. - BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section |- Coverages): (This insurance does not apply to:) Liability arising out of the willful violation of a penal statute or ordinance relating to the sale of pharmaceuticals by or with the knowledge or consent of the insured. 5. For the purposes of determining the applicable limits of insurance, any act or omission. together with all related acts or omissions in the furnishing of the services described in paragraph 2. above to any one person. will be considered one "occurrence". 6. This Provision F. does not apply if you are in the business or occupation of providing any of the services described in paragraph 2. above. 7. The insurance provided by this Provision F. shall be excess over any other valid and collectible insurance available to the insurad, whether ph/nory, uxceax, contingent or on any other basis, except for insurance purchased specificaHy by you to be excess of this policy. G. PERSONAL INJURY - ASSUMED BY CONTRACT 1. The Contractual Liability Exclusion in Part 2.. Exclusions of COVERAGE B. PERSONAL AND ADVERTISING INJURY LIABILITY (Section I - Coverages) is deleted and replaced by the following: (This insurance does not apply to:) Contractual Liability "Advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract of agreement. 2. Subparagraph f. of the definition of "insured contract" (DEFINITIONS - Section V) is deleted and replaced by the foHowing: f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury," "property damage" or "personal injury" to a third party or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. 3. This Provision G. does not apply if COVERAGE B. PERSONAL AND ADVERTISING INJURY LIABILITY is exduded by endorsement. H. EXTENSION OFCOVERAGE -BOD|LY|NJURY The definition of "bodily injury" (DEFINITIONS - Section V) is deleted and replaced by the following: "Bodily injury" means bodily injury, mental anguish, mental injury, shock, frighL disabUi1y, hunoi|iadon, sickness or disease sustained by a person. induding death resulting from any of these at any time. I. INJURY TO CO-EMPLOYEES 1. It is agreed that your ^ennp|oyens" are insureds with respect to "bodily injury" to a co-"employee" in the course of the co-"employee's" employment by you, provided that thiscovocagehnryour'*nnp|oyees^dnes not apply to acts outside the scope of their employment by you or while performing duties unrelated to the conduct of your business. 2. Subparagraphs 2.a.(1)(a), (b) and (c) and 3.a. of WHO IS AN INSURED (Section ||) do not apply to bodily injury" forwhich insurance is provided by paragraph '1. above. J. AIRCRAFT CHARTERED WITH CREW 1. The following is added to the exceptions contained in the Aircraft, Auto Or Watercraft Exclusion in Part 2.. Exclusions of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section |- Coverages): (This exclusion does not apply to:) Aircraft chartered with crew to any insured. 2. This Provision J. does not apply if the chartered aircraft is owned by any insured. 3. The insurance provided by this Provision J. shall be excess over any other valid and collectible insurance available to the insured, whether primary, nxonos, contingent or on any other basis, except for insurance purchased specificatly hy you to be excess of this policy. K. NON-OWNED WATERCRAFT 1. The exception contained in Subparagraph (2) of the Aircraft, Auto Or Watercraft Exclusion in Part 2.. Exclusions of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section | - Coverages) is deleted and replaced by the following: (2) Awatercraft you do not own that is: (a) Fifty feet long or less; and (b) Not being used to carry persons or property for a charge; 2. This Provision K. applies to any person who, with your expressed or implied consent. either uses or is responsible for the use of a watercraft. D. The insurance provided by this Provision K. shall be excess over any other valid and collectible insurance available to the insured. whether primary, excess, contingent or on any other basis. except for insurance purchased specfically by you to be excess of this policy. L INCREASED SUPPLEMENTARY PAYMENTS Parts b. and d. of SUPPLEMENTARY PAYMENTS - COVERAGES A AND B (Section | - Coverages) are amended as foliows: 1. In Part b, the arnount we wiU pay for the cost of bali bonds is ncreased 10 $2500. 2. In Part d. the amount we will pay for loss of earnings is increased 10 S500 a day. M. KNOWLEDGE AND NOTICE OF OCCLJRRENCE OR OFFENSE 1. The following is added to COMMERCIAL GENERAL LIABILITY CONDITIONS (Section |V). paragraph 2. (Duties In The Event oE Occurrence, Offense, Claim or Suit): Notice of an "occurrence" or of an offense which may result in a claim under this insurance shall be given as soon as praclicable after knowledge of the 'occurrence or offense has been reported to any insured listed under Paragraph 1. of Section || - Who Is An Insured or an "employee" (such as an insurance, loss control or risk manager or adrninistrator) designated by you to give such notice. Knowledge by other "employee(s)" of an ''oncu,ro0Co''or of an offense does not imply that you also have such knowledge. 2. Notice shall be deemed prompt if given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us as soon as practicable after any insured listed under Paragraph 1. of Section ||- Who Is An Insured or an "employee" (such as an insurance, loss control or risk manager or administrator) designated by you to give such notice discovers that the ''000unenre^, offense or claim may involve this policy. 3. However, this Provision M. does not apply as respects the specific number of days within which you are required to notify us in writing of the abrupt commencement of a discharge, release or escape of "pollutants" which causes "bodily injury" or ''property damage" which may otherwise be covered under this policy. N. UNINTENTIONAL OMISSION The following is added to COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV). paragraph 6. (Representations): The unintentional omission of, or unintentional error in, any information provided by you shall not prejudice your rights under this insurance. However, this Provision N. does not affect our right to collect additional premium or to exercise our right of cancellation or nonrenewal in accordance with applicable state insurance laws, codes or regulations, 0. REASONABLE FORCE - BODILY INJURY OR PROPERTY DAMAGE The Expected Or Intended Injury Exclusion in Part 2.. Exclusions of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section | - Coverages) is deleted and replaced by the following: (This insurance dose not apply 10:) Expected or Intended Injury or Damage "Bodily injury" or "property da,noQe" expected or intended from the standpoint of the insured. This exclusion does not apply to bodily injury" or property damage' resulting from the use of reasonable force to protect persons or property. �C�� '11 03