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AG 21-019 - COPIERS NORTHWESTRETURN TO: Thomas Fichtner EXT: 2547 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATINGDEPT./DIV: Information Technology 2. ORIGINATING STAFF PERSON: Thomas Fichtner EXT: 2547 3. DATE REQ. BY: ASAP 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 A GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G- BOND RELATED DOCUIVIENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECTNAME: Printer/Copier Maintenance 6. NAME OF CONTRACTOR: Copiers Northwest ADDRESS: 601 Dexter Ave North TELEPHONE (206) 282-1200 E-MAIL: jolive@copiersnw.com FAX: SIGNATURE NAME: John Hines TITLE CFO 7. EXHIBITS AND ATTACHMENTS: © SCOPE, WORK OR SERVICES © COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: 1 /1 /2021 COMPLETION DATE: 7/31 /2024 9. TOTAL COMPENSATION $ 150,000 . (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 d PURCHASING: PLEASE CHARGE TO: 502-1100-046- (512-50-480, 518-88-480, 521-88-480) & 503-1100-046- (512-50-480, 518-88-480, 521-88-480) 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED IMTIAL 1 DATE APPROVED 01 PROJECT MANAGER TF - 1/26/21 0 DIRECTOR TF - 1/26/21 ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW irc 2/5/2021 11. II COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: N COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING II�� / �!� r QENT TO VENDOR/CONTRACTOR DATE SENT: a � O DATE REC'D: Q� ❑ 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 tree to set notification more than a month in advance if council approval is needed.) INITIAL I A 'E SIGNED /LAW DEPARTMENT C b Cr7'nGNATORY (MAYOR OR DIRECTOR) Xj'CITY CLERIC ASSIGNED AG# A SIGNED COPY RETURNED DASSENT: COMMENTS: 2/2017 CITY OF �. Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway. com GOODS AND SERVICES AGREEMENT FOR PRINTER MAINTENANCE This Goods and Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Copiers Northwest, Inc., 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, INC.: John Hines 601 Dexter Ave. North Seattle, WA 98109 (206) 282-1200 (telephone) The Parties agree as follows: CITY OF FEDERAL WAY: Thomas Fichtner 33325 8"' Ave. S. Federal Way, WA 98003-6325 (253) 835-2547 (telephone) (253) 835-2509 (facsimile) Thomas.FichtnerAcityoffec .com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be January 1, 2021, and shall continue until the completion of the Work, but in any event no later than July 31, 2024 ("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 GOODS AND SERVICES AGREEMENT - 1 - 10/2017 .ACITY OF �, Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 awvay. cityoffeder,7Avaiy. corn time as determined by the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. 2.3 Time. Documentatiol and Ins ctiun. 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. Fxcept as otherwise provided in Exhibit "I)," 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 CITY OF omw Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.e7ryv(k lH+celmy corn 4.4 Nan -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 CITY OF ,m Federal Way CITY HALL 33325 Sth Avenue South Federal Way. WA 98003-6325 (253)835-7000 www cilyoffederalwey. 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 limit 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 retlect all direct and indirect costs related to the performance of the Work and maintain 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 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 selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. GOODS AND SERVICES AGREEMENT - 5 - 10/2017 CITY of CITY HALL Federal Wa Feder 8th Avenue South 00 � Federal Way, VYA 98003 •F,325 00�(253)835-7000 WWW.C:4V0ff0d9+i tW?U.CU177 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 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 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 cilyoffederalwny com 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 ,AQTV OF �, Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 mm..ertyoffoderahvoy. Coll) IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: 0,-Z *00.- Jim Fe ayor DATE: _#-0; COPIERS NORTHWEST: By. Printed Na Title: C-rc�n DATE: d .2- /2-1fz STATE OF WASHINGTON ) ) ss. COUNTY OF ] ATTEST: m-w�v AA y Vqd Cl C rk, Stephanie. CoLmtney, CMC APPROVED AS TO FORM: a_gc� City Attorney, J Ryan Call On this day personally appeared before me . to me known to be the Of C p C"j -i JC'`othat executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this 2L) day of 20-9 ,t1sl[I.J it �,t` ..... �4� Notary's signature • J OYA Notary's printed tram i'ul,t L w1y Comm F.rp•rec f = Notary Public in and for the Seto of Washington. e Ur•I��rr zo�2 - My commission e.,cpit cs [ A "k f 2 Z- [n 0. I-sms B ;- rjf of r.1 `1' •`Lt1 GOODS AND SERVICES AGREEMENT - 8 - 10/2017 CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 (253) 835-7000 www.rdyollederal wny corn EXHIBIT "A" SERVICES The Contractor shall do or provide the following services for the City's copiers and printers repair, maintenance, support and supplies. 1. Qualifications: 1.1 Contractor must be certified by HP and Canon and able to perform maintenance and repair services on all network attached Copiers and 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 or copiers or printers will notify Contractor though the automated system. 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. GOODS AND SERVICES AGREEMENT - 9 - 1/2015 CITY OF CITY HALL Feder Avenue South Fe d e ra I Way !� _ Federall Way, WA 98003-6325 vmo�,�, f25e) 8e5-7000 avww.C11yo pdarahvaycorn 5.4 Once the technician arrives on -site, contractor's goal for average time for the machine to be fully functional is 1.1 hours. 5.5 If repairs cannot be completed on site or within 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 through a website portal. 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 dcviccs 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 GOODS AND SERVICES AGREEMENT - 10 - 1/2015 CITY OF CITY HALL Fe d e ra I Illla Feder l Avenue South Federal Way, WA 98003-6325 nj (253) 835-7000 wwwcfyoTfederalway com Last Preventive Maintenance Perform 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 clrY 4F CITY HALL Fe ara Vila Feder Avenue South Federall Way, WA 98003-6325 (253) 835-7000 ww►y cl"Abdaralaaly can EXf"TT "B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00} 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 CITY HALL Fe d e ra I � Feder l Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. crlyaftaermway, com EXHIBIT "C" INSURANCE See attached insurance certificate. GOODS AND SERVICES AGREEMENT - 13 - 1/2015 A�oRD CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 1 /15/2021 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 CONTACT Brown & Brown of Washington, Inc. PHONE FAx 20fi-856-160fl 800 Fifth Avenue, Suite 2400 Ei _Q No rA/C,Har9B01 . 2fl6 956 Seattle WA 98104 ADDA&Ss: certrequest@bbseettle.coml INSURERS AFFORDING COVERAGE NAIC # INSURERA: HARTFORD FIRE INS CO 19682 INSURED COPIE-2 Copiers Northwest, Inc 601 Dexter Ave N Seattle WA 98109 INSURER B : Hartford Casualty Insurance Co 29424 INSURER C INSURERD: INSURER E : INSURER F : Cr1VFRAr:FSt RFRTIFIrATF NIIMRFR• 1nRnRRn7gn RFVICICIN NIIMRFR- 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 SUER POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MMIDDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY 52UUNHC1229 7/28/2020 7/28/2021 EACH OCCURRENCE $1,000,000 CLAIMS -MADE I OCCUR UAMA PKM occurr $ 300,000 MED EXP (Any oneperson) $10,000 PERSONAL & ADV INJURY S1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY LE LOC PRODUCTS - COMP/OP AGG S2,000,000 S OTHER: A AUTOMOBILE LIABILITY _ 52UUNHC1229" 7/28/2020 7/28/2021 COMBINEDSINGLE LIMIT Ea accident $1,000,000 BODILY INJURY (Per person) $ X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) S PROPERTY DAMAGE Per. ai $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY S B X UMBRELLA LIAB X OCCUR 52RHUHC1531 7/28/2020 7/28/2021 EACH OCCURRENCE $ 1,000,000 AGGREGATE S 1,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTIONS In 5 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE 77 52UUNHC1229 7/28/2020 7/28/2021 PER X 011-1 STATUTE ER WA Sto Ga /EL EL, EACH ACCIDENT $ 1,000,000 OFFICERIMEMBEREXCLUDED7 NIA (Mandatory In NHI E.L. DISEASE- EA EMPLOYEE $ 1,000,000 If y�ss dewihe under DISSCRIPTIDNOFOPERATIONS below E.L.DJSEASE-POLJCYJJMIT $1.000.000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) UtK I IFII:A I t t1ULUtK SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Federal Way 333255 8th Ave. So. AUTHORIZED REPRESENTATIVE Federal Way WA 98003 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD CFederal �� CITY HALL Way Feder Avenue South Federal Way. WA 98003-6325 (2F8) 836-7000 ��tivwrr[ynh's[fer'afivay corrr EXHIBIT "D" All City's printers are manufactured by Hewlett Packard and Canon. DES NASPO Washington State Contract # 140595-06619 Pricing. The City reserves the right to add/modify/remove any printer/MFP from this list during the term of the contract. Current list of City's printers/MFPs: Device Name Serial Number Asset Number Service Rate B/W Service Rate Color Canon iR1435 RZJ08692 GY313 0.0168 Canon iR1435 RZJ08877 i GX361 0.0168 Canon iR1435 RZJ10563 GY312 0.0168 Canon iR1435 RZJ08694 GY311 0.0168 Canon iR1435 RZJ22812 GZ771 0.0168 Canon iR1435 RZJ06002 GX365 0.0168 CanoniR1435 RZJ06001 GX363 0.0168 Canon iR1435 RZJ24324 GZ792 0.0168 Canon iR2535 FUM81725 GT601 0.0074 Canon iR-ADV 6265 26.03 Canon iR-ADV 6565 46.36 NML05312 SMJ03261 GP444 0.00784 _ HD334 0.0049 Canon iR-ADV 6565 56.12 XNF01252 HK759 0.0059 Canon iR-ADV 6575 61.09 SMT04660 HC990 0.0049 Canon iR-ADV 6575 III 13.20 2LM02040 HR974 0.0059 Canon iR-ADV C5240 41.01 RRD15933 GY314 0.0074 0.063 Canon iR-ADV C5240 54.06 RRD15910 GY317 0.0074 0.063 Canon iR-ADV C5250 54.06 P JMQ19241 GR941 0.008 0.0500 Canon iR-ADV C5250 58.02 JMQ20538 0.008 0.0500 Canon iR-ADV C5550 46.36 XUG00888 HK782 0.0075 0.0504 Canon iR-ADV C7260 46.68 LWA04578 GP443 0.01053 0.0476 Canon iR-ADV C7260 52.04 ULK01245 GR954 0.0094 0.0425 Canon iR-ADV C7565 27.12 WFN03548 HD344 0.0071 0.0474 Canon iR-ADV C7565 56.32 WFN03462 HD343 0.0071 0.0474 Canon iR-ADV C7565 56.32 XXJ00628 HK746 0.0071 0.0474 Canon iR-ADV C7565-NI 1.0 WFN02297 HC845 0.0071 0.0474 Canon iR-ADV C7570 III 32.10 2KS01590 HR942 0.0071 0.0474 HP Color LaserJet 2600n CNDC5DOOK4 GF279 0.0257 0.1341 HP Color LaserJet FlowMFP M577 MXBCJ6N166 GF278 0.0154 0.0699 HP Color LaserJet FlovvMFP M577 MXBCK3VIWL GF280 0.0154 0.0699 HP Color LaserJet Pro MFP M479fdw MXBCM7TIFQ HU883 0.0183 0.0827 HP Color LaserJet Pro MFP M479fdw MXBCM7TIJT HU884 0.0183 0.0827 HP LaserJet 4050 Series USQB029614 FX463 0.00891 HP LaserJet 4050 Series USQC082837 FX422 0.00891 HP LaserJet 5200 CNDXB18602 FX459 0.01413 HP LaserJet 5200 CNDXB05076 FX414 0.01413 HP LaserJet 8150 Series JPBLM90754 0.00729 HP LaserJet 8150 Series CDAD JPDLR55696 FX435 0.00729 HP LaserJet 8150 Series FI JPDLR31361 FX451 0.00729 HP LaserJet 8150 Series FWCC JPBLM62661 FX421 0.00729 HP LaserJet 8150 Series PD CIS JPBLM54135 FX458 0.00729 HP LaserJet 8150 Series PD Evid USBC007791 FX464 0.00729 GOODS AND SERVICES AGREEMENT - 14 - 1/2015 CITY of CITY HALL FQd a ra VIla 33325 8th Avenue South y Federal Way, WA 98003 6325 (253)835-7000 www.cFfyof(t Vfi4wayC0m hp LaserJet9050 JPRCCC30ZC FX748 0.00802 hp LaserJet 9050 JPRCCB709M 0.00802 hp LaserJet9050 JPSCDCXOWB FK367 0.00802 hp LaserJet9050 JPRCCC30ZL FX750 0.00802 HP LaserJet M605 CNBCHB60V7 FK371 0.01197 HP LaserJet M605 CNBCHB60V4 FK370 0.01197 HP LaserJet M605 CNDC16M1WH FK469 0.01197 HP LaserJet M605 CNBCH820WK FK373 0.01197 HP LaserJet M605 CNDC16M1VB FK470 0.01197 HP LaserJet M605 CNDCJ6M1WW FK471 0.01197 HP LaserJet M605 CNBCH820Z3 FK374 0.01197 HP LaserJet M605 CNDCK6YIFZ GF276 0.01197 HP LaserJet M605 CNDCK6YIJJ GF277 0.02197 HP LaserJet MFP M725 MXDCMB23X2 0.009 HP LaserJet MFP M725 MXDCM7T33P HS365 0.009 HP LaserJet MFP M725 MXDCM952FO HS366 0.009 HP LaserJet MFP M725 MXDCM951WV HS367 0.009 HP LaserJet MFP M725 MXDCM4BITK 0.009 HP LaserJet P3010 Series VND3Cl552775 FK375 0.0117 HP LaserJet P3010 Series VND3719532 FK372 0.0117 GOODS AND SERVICES AGREEMENT - 15 - 1/2015 Washington State Department of Revenue < Business Lookup i License Information: New search Back to results Entity name: COPIERS NORTHWEST, INC. Business name: COPIERS NORTHWEST INC Entity type: Profit Corporation UBI #: 600-628-310 Business ID: 001 Location ID: 0001 Location: Active I Location address: 601 DEXTER AVE N SEATTLE WA 98109-4712 Mailing address: 601 DEXTER AVE N SEATTLE WA 98109-4712 Excise tax and reseller permit status: Click here I Secretary of State status: Click here Page 1 of 2 Endorsements Filter I Endorsements held at License # Count Details Status Expiration First issua Anacortes General Active Jun-30-20 Apr-29-2C Business - Non - Resident v Endorsements held at License # Count Details Status Expiration First issua Bainbridge Island 42386 Active Jun-30-20 Mar-06-2( General Business I Blaine General Active Jun-30-20 Nov-04-2( Business - Non - Resident I Burien General 07823 Active Jun-30-20 Aug-20-2( Business - Non - Resident I Centralia General 8511 Active Jun-30-20 May-19-21 Business - Non - Resident j Cheney General Active Jun-30-20 Jan-29-20 Business - Non - Resident Edmonds General NR-026988 Active Jun-30-20 May-20-21 Business - Non - Resident Enumclaw General CUST00005152 Active Jun-30-20 Dec-20-2( Business - Non - Resident Federal Way 09-101182-00-E Active Jun-30-20 Apr-03-2C General Business - Non -Resident Gig Harbor General Active Jun-30-20 Feb-18-2C Business - Non - Resident I Issaquah General Active Jun-30-20 Mar-10-2( Business - Non - Resident Liberty Lake Active Jun-30-20 Nov-04-2( General Business - Non -Resident Endorsements held at License # Longview General 062151 Business - Non - Resident Lynnwood General 012945-07-2001. Business - Non - Resident Marysville General 1200RET609 Business - Non - Resident Count Details Status Expiration First issua Active Jun-30-20 Jun-07-20 Active Jun-30-20 Jan-03-20 Active Governing People May include governing people not registered with Secretary of State Governing people PETRIE, GREGG PETRIE, MARK Registered Trade Names Registered trade names BLUZEBRA TECHNOLOGIES Active WATERSMART COOLERS Active Jun-30-20 Oct-02-2C First issued Apr-19-2012 Mar-31-2008 View Additional Locations The Business Lookup information is updated nightly. Search date and time: 3/5/2021 9:11:53 AM