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AG 21-186 - COMPLETE OFFICE FURNITURERETURN TO: Mary J EXT: 6901 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Parks Maintenance 2. ORIGINATING STAFF PERSON: Derreck Presnell EXT: 6961 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION 101 CONTRACT AMENDMENT (AG#): 21-186 ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Police R Law Office Reconfiguration 6. NAME OF CONTRACTOR: Complete Office, LLC ADDRESS: 11621 E. Marginal way S. TELEPHONE E-MAIL: FAX: SIGNATURE NAME: David Patterson TITLE Vice President 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION UP INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS A PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES A PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: Upon signature COMPLETION DATE: June 1, 2022 9. TOTAL COMPENSATION $ Amending Term Only (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 ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: NIA 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ® LAW 3/8/2022 MP 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: N/A COUNCIL APPROVAL DATE: N/A 12. CONTRACT SIGNATURE ROUTING (_ /a 1' ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: L�ZZ DATE REC Dr. ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL / DATE SIGNED ff LLAAW DEPARTMENT "L E%eGNATORY (MAYOR OR DIRECTOR) Yl CITY CLERK ASSIGNED AG# AG#- r COMMENTS: 2/2017 CITY OF CITY HALL Fe d e ra [ Way Feder 8th Avenue S outh Federal Way, WA 9803-6325 (253) 835-7000 www. cityoffedemiwey. com AMENDMENT NO. 1 TO GOODS AND SERVICES AGREEMENT FOR POLICE & LAW OFFICE RECONFIGURATION This Amendment ("Amendment No. 1) is made between the City of Federal Way, a Washington municipal corporation ("City"), and Complete Office, LLC, a Washington limited liability company ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for Police & Law Office Reconfiguration ("Agreement") dated effective December 10, 2021, as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than June 1, 2022 ("Amended Term"). 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and erect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - Rev. 3/2017 CIT Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. ciiyioliederaAMay. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: iini�lel, NNYO, r DATE: COMPLETE OFFICE, LLC: Printed Name: Title'�,� : r3 DATE: vzl,,f STATE OF WASHINGTON ) ss. COUNTY OF c► ATTEST: �Wa&t, &JM"-,V §tCph6e Courtney, CMC, Ci lerk APPROVED AS TO FORM: §—J.an Call, Ci y Attorney On this day personally appeared before me Yid V;t Q Nt4e-UN, to me known to be the y , LC Mt,51&, f of _ %nh iA Gf'e 0-f-Tice L-U, that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this ?.S day of N 20 22, GENE K. KAUTZMAN MR. Notary Public State of Washington Commission # 135288 My Comm. Expires Nov 14, 2024 Notary's signature )� Notary's printed name M 1- N L 14, 1- L Notary Public in and for the State of ashington. My commission expires ! 9 AMENDMENT - 2 - Rev. 3/2017 DocuSlgn Envelope ID: C36CS16C-B236-49EF-AEC5-D2A7FB174FE2 THE ODP CORPORATION SECRETARY'S CERTIFICATE The undersigned hereby certifies that he is a duly elected and acting Assistant Secretary of The ODP Corporation, a Delaware corporation ("ODY ), and that, as such, he is duly authorized to execute and delivery this Secretary's Certificate on behalf of ODP. The undersigned hereby further certifies on behalf of ODP that: 1. Complete Office, LLC, a Washington limited liability company ("Complete Office") is a wholly -owned indirect subsidiary of ODP, and ODP is listed with the Office ofthe Secretary of State ofthe State of Washington as the sole governor ofComplete Office. 2. David Patterson is a duly elected and acting Vice President of Complete Office and is generally authorized to execute and deliver written agreements on behalf of Complete Office. IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate on behalf of ODP as of this 24th day of November 2021. Joseph G. White, Assistant Secretary RETURN TO: Mary Jaenicke EXT: 9601 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Parks 2. ORIGINATING STAFF PERSON: Derreck Presnell EXT: 6961 3. DATE REQ. BY: 9/24/21 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ® GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Police & Law Office Reconfiguration 6. NAME OF CONTRACTOR: complete Office Furniture ADDRESS: 11521 E. Marginal Way S. TELEPHONE 206-628-0059 E-MAIL: dclayton@complete-office.com FAX: SIGNATURENAME: Don Clayton TITLE Senior Account Executive 7. EXHIBITS AND ATTACHMENTS: R SCOPE, WORK OR SERVICES A COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: upon signing COMPLETION DATE: 12/31/2021 9. TOTAL COMPENSATION $ 16,903.65 (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 10YES ONO IF YES, $ 1,550.65 PAID BY. © CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED S PURCHASING: PLEASE CHARGE TO: "r" 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 19 LAW JE 9/23/21 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING 1.n ) ❑ SENT TO VENDOWCONTRACTOR DATE SENT: of DATE REC'D: �1 q( 2 1 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL 1 DATE SIGNEDZ DEPARTMENT �— ORY (MAYOR OR DIRECTOR) r�y CITY CLERK �. ASSIGNED AG# A # COMMENTS: � � r `� � � �j I� �i� �G G�% (A Iv V ► - - 'I ; 2/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 (253 1 835-7000 vmm. cavoffederahm), corn GOODS AND SERVICES AGREEMENT FOR POLICE & LAW OFFICE RECONFIGURATION This Goods and Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Complete Office, LLC, a Washington limited liability company ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: COMPLETE OFFICE, LLC: Complete Office, LLC 11521 E. Marginal Way S. Ste. 100 Seattle, WA 98168 (206) 876-5800 dclayton@complete-office.com The Parties agree as follows: CITY OF FEDERAL WAY: Derreck Presnell 33325 8th Ave. S. Federal Way, WA 98003-6325 (253)835-6961 (253) 835-6969 .com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than December 31, 2021 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. WORK. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit "A," attached hereto and incorporated by this reference ("Work"), performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. The Contractor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Contractor's representations to City. The Contractor shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within one (1) year after the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any part of the goods are repaired, only original replacement parts shall be used; rebuilt or used parts are not acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by GOODS AND SERVICES AGREEMENT - 1 - 7/2021 CITY OF CITY HALL Fe d e ra I INa 33325 8th Avenue South Y Federal Way. WA 98003-6325 (253 1 835-7000 c1l'offedela4val com. 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, Documentation, and Inspection. Work shall begin immediately upon the effective date ofthis 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 parry thirty (30) days' written notice at its address set forth on the signature block of this Agreement. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit `B," attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit "B," the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Work have been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after the Work has been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Work does not meet the requirements of this Agreement, the Contractor will correct or modify the work, to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Defective or Unauthorized Work. If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. If Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Contractor. GOODS AND SERVICES AGREEMENT - 2 - 7/2021 ` Cott or CITY HALL Fede8th Avenue South Federal Way Federal Way, 1VA 98003-6325 k253i835-7000 u�.:�� c;ry�,��daraiiral:con 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. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection GOODS AND SERVICES AGREEMENT - 3 - 7/2021 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal 'VVay, WA 98003-6325 i253) 835-7000 t:i't4 C1fYJf(PdPf.7(rYd'. Cirr 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 $2,000,000 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 Liabill 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 maybe produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review GOODS AND SERVICES AGREEMENT - 4 - 7/2021 CITY OF CITY HALL Fe d e ra I Wa 33325 8th Avenue South FederWAy. A 98003-6325 i253F835-835-7000 ..„tie.c:rt,o�edrr�3iwati: r-o:T, 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. 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 GOODS AND SERVICES AGREEMENT - 5 - 7/2021 ` Feder CITY ❑F CITY HALL Federal 111lay 8th Avenue South Federal Way. 1VA 98003-6325 (253) 835-7000 M C"tw"federahva,:C om 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 Intelpretation 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 in 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 maybe 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 GOODS AND SERVICES AGREEMENT - 6 - 7/2021 CITY OF Fe d e ra I 'IJU'ay CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 1253 i 835-7000 t t4 i94. c+[V,) .1ft?0eranvdl'. cO; T l 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 maybe 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 - 7/2021 AkCITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 (253) 835-7000 uww cityoSederalw iv, can, IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: Jim Ferrel yor DATE: OFFICE, LLC: By: Printed Title: Vice President DATE: 7 STATE OF WASHINGTON ) COUNTY OF ) ss. ATTEST: APPROVED AS TO FORM: an Call, City Att6mey On this day personally appeared before me A U x Q �r'�t+� v of to me known to be the ' that executed the foregoing instrument, and acknowledged the said ins ment to be the free and voluntary company, for the uses and purposes therein mentioned, and on oath stated that he/s'he was authorized to execact and deed of said limited ute liability d instrument. -rA GIVEN my hand and official seal this ? day of , 2011 Notary's signature Notary Public GENE K. MR. Notary's printed name y� uc u + State of Washington Notary Public in and for the State of Wa }� ti Commission # 135288 My commission expires My Comm. Expires Nov 14, 2024 P V , 1 4 e �� GOODS AND SERVICES AGREEMENT - 8 - 7/2021 CITY OF CITY HALL Fe d e ra I Wa Feder l Avenue South Federal Way. WA 98003-6325 (253)835-7000 www cit yoffederaiwav com EXHIBIT "A" SERVICES The Contractor shall provide and install the following: a. Eight (8) total new cubicle work stations i. Four (4) new cubicle setups in Law Department to include partitions, countertops and furniture. ii. Four (4) cubicle setups in Police Department to include partitions and countertops. (Police will be using existing f miiture) GOODS AND SERVICES AGREEMENT - 9 - 7/2021 O CCCC o000 � •� o000 CL ON 0000 Z L ZEN W � KCCC T y0� ` Q T J F.� O D O Z dwN �Zw 'LOD Zoo O NY wO0 O�Z r Z J l L O a. m V-iEgw `j / zj�kjm O Fw-�w> O timF- - ZCv 119 IZ WIG LL- w o MR n o uoo cc _ LL J N ^ Z ' U. m O Gu`veJ c N W O F Q a' V 1 R f 3 �QU3w U ao�oo 0 o a E� v 116 19 L �'S o =� Y OF CFederal Way EXHIBIT "B" COMPENSATION CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 (253) 835-7000 www cityoffederalway coin 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Fifteen Thousand Three Hundred Fifty -Three and 00/100 Dollars ($15,353.00) and Washington State sales tax equal to One Thousand Five Hundred Fifty and 65/100 Dollars ($1,550.65), for a total of Sixteen Thousand Nine Hundred Three and 65/100 Dollars ($16,903.65). GOODS AND SERVICES AGREEMENT - 10 - 7/2021 DATE (MMIDD/YWY) AC"R-" CERTIFICATE OF LIABILITY INSURANCE 11�� 1 12/6/2021 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 NAME: License # 4682 PHONE FAX Dallas, TX -HUB International Insurance Services 877-728-2s26 vc "° ` _ AIL 700 N. Pearl Street, Suite N1700 ADDRESS: dallasct:rts hubinternational.com Dallas TX 75201 INSURERISI AFFORDING COVERAGE NAIC# INSURED Office Depot, LLC & its Wholly Owned Subsidiaries Including Complete Office LLC 6600 North Military Trail Boca Raton FL 33496 INSURER A: National Union Fire Insurance Company of Pittsburg19445 INSURER B : ACE Property & Casualty Insurance CoMany 20699 INSURER C: AIU Insurance Company 19399 INSURER D : INSURER E : INSURER F : rnvaonnce e'P0TIPI1'ATP All IMRFR• 1111R7Ann91 RFVISIAN 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 TYPE OF INSURANCE ADDL 5UBR POUCYNUMBER MMIDDY� MWDD% YXYY LIMITS LTR A X COMMERCIAL GENERAL LIABILITY GL3980253 11/1/2021 11/1/2022 EACH OCCURRENCE $1,000,000 CLAIMS -MADE FRIOCCUR DAMAGE TO RENTED PREMISES iEa nccurrence $1,000,000 MED EXP (Any one person) $ X Self -Insured Ret . $1,000,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $15.000.000 PRODUCTS - COMP/OP AGG $2,000,000 POLICY PRO LOC X JECT $ OTHERt A A AUTOMOBILE LIABILITY X ANY AUTO CA 4888750 (AOS) CA 4888749 (VA) CA 4888748 (MA) 11/1/2021 11/1/2021 11/1/2021 11/1/2022 1,/1/2022 11/1/2022 EOgBINEEnt51NGLELIMfr $5,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY➢AMAGE Peraceldent $ B X UMBRELLA LIAB X !OCCUR XOO G27919431 007 11/1/2021 11/1/2022 EACH OCCURRENCE $ 10.000.000 AGGREGATE $ 10,000,000 EXCESS LIAB CLAIMS -MADE DED I X 1 RETENTION $ $ C C C WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) NIA WC 058240031 (AOS) WC 058240028 (CA) WC 065885844 (NY) 11/1/2021 11/1/2021 11/1/2021 11/1/2022 11/I z— 11/1/2022 X STATUTE ERH E.L. EACH ACCIDENT $ 2.000,000 E.L.. DISEASE - EA EMPLOYEE $ 2,000.000 E.L. DISEASE - POLICY LIMIT $ 2,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below C A Vt4 &..Camp (NA,YN,ND,WA,WY) Excess Work Comp (IL, OH) WC 058240030 XWC 6583197 11/l/2021 11/1/2021 11/1/2022 11/1/2022 SIR-$1,000,000 LIMITS AS ABOVE LIMTS AS ABOVE DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) r'FRTII±Ir:ATF: i4ni r1FR CANCELLATION City of Federal Way 33325 8th Ave South Federal Way WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ��.(lJ (0 1988-ZU15 ACUKU cUKPUKA I IUN. All rignts reservea. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD DocuSlgn Envelope ID: C36C516C-B236-40EF-AEC5-D2A7FB174FE2 THE ODP CORPORATION SECRETARY'S CERTIFICATE The undersigned hereby certifies that he is a duly elected and acting Assistant Secretary of The ODP Corporation, a Delaware corporation ("ODP"), and that, as such, he is duly authorized to execute and delivery this Secretary's Certificate on behalf of ODP. The undersigned hereby further certifies on behalf of ODP that: I. Complete Office, LLC, a Washington limited liability company ("Complete Office") is a wholly -owned indirect subsidiary of ODP, and ODP is listed with the Office of the Secretary of State of the State of Washington as the sole governor of Complete Office. 2. David Patterson is a duly elected and acting Vice President of Complete Office and is generally authorized to execute and deliver written agreements on behalf of Complete Office. IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate on behalf of ODP as of this 24th day of November 2021. �DwmBigmd by. A47 F717 B4AF7 Joseph G. White, Assistant Secretary 4 b fE�`:lJi i STATE OF WASHINGTON Limited Liability Company BUSINESS LICENSE COMPLETE OFFICE, LLC COMPLETE OFFICE 11521 E MARGINAL WAYS STE 100 TUKWILA WA 98168-1979 UNEMPLOYMENT INSURANCE - ACTIVE Issue Date: Oct 01, 2021 Unified Business !D #: 602304260 Business ID #: 001 Location: 0002 Expires: Jun 30, 2022 TAX REGISTRATION - ACTIVE CITY ENDORSEMENTS: ;,I MUKILTEO GENERAL BUSINESS - NON-RESIDENT - ACTIVE PUYALLUP GENERAL BUSINESS - NON-RESIDENT #2008736 - ACTIVE ` BAINBRIDGE ISLAND GENERAL BUSINESS #42469 - ACTIVE BELLINGHAM GENERAL BUSINESS #037347 - ACTIVE COVINGTON GENERAL BUSINESS - NON-RESIDENT - ACTIVE GIG HARBOR GENERAL BUSINESS - NON-RESIDENT - ACTIVE ISSAQUAH GENERAL BUSINESS - NON-RESIDENT - ACTIVE LACEY GENERAL BUSINESS - NON-RESIDENT #19604 - ACTIVE MARYSVILLE GENERAL BUSINESS - NON-RESIDENT #8095RET611 - ACTIVE {yyT GEAt - i�ESt8E1dT#274{1-ACTIVE _ OLYMPIA GENERAL BUSINESS - NON-RESIDENT #20114 - ACTIVE SAMMAMISH GENERAL BUSINESS - NON-RESIDENT - ACTIVE SPOKANE VALLEY GENERAL BUSINESS - NON-RESIDENT - ACTIVE SUMNER GENERAL BUSINESS - NON-RESIDENT - ACTIVE TUMWATER GENERAL BUSINESS - NON-RESIDENT #R-009420 - ACTIVE UNIVERSITY PLACE GENERAL BUSINESS - NON-RESIDENT #L3041 - ACTIVE TUKWILA GENERAL BUSINESS - ACTIVE '° MERCER ISLAND GENERAL BUSINESS - NON-RESIDENT #90318 - ACTIVE f° FEDERAL WAY GENERAL BUSINESS - NON-RESIDENT (EXPIRES 9/30/2022) - ACTIVE t� LYNNWOOD GENERAL BUSINESS - NON-RESIDENT #013522-04-2010 - ACTIVE BURIEN GENERAL BUSINESS - NON-RESIDENT #07570 - ACTIVE This document lists the registrations, endorsements, and licenses authorized for the business named above. By accepting this document, the licensee certifies the information on the application was complete, true, and accurate to the best of his or her knowledge, and that business will be conducted in compliance with all applicable Washington state, county, and city regulations. Director, Department cf Revenue y ¢ BUSINESS LICENSE wfi Qy. { xaxu STATE OF �c WASHINGTON Limited Liability Company COMPLETE OFFICE, LLC COMPLETE OFFICE 11521 E MARGINAL WAY S STE 100 ` TUKWILA WA 98168-1979 This document lists the registrations, endorsements, and licenses authorized for the business named above. By accepting this document, the licensee certifies the information on the application was complete, true, and accurate to the best of his or her knowledge, and that business will be conducted in compliance with all applicable Washington state, county, and city regulations. Issue Date: Oct 01, 2021 Unified Business ID #: 602304260 Business ID #: 001 Location: 0002 Expires: Jun 30, 2022 Director, Department of Revenue IL s { /�- .. U u) o rn � (1)azor- N a)a0H0, o N W �D +J OD U U �q U] �o tY1 -H H O H �q fM4 U] U] Oo \ N w rn ` OU (dF W H 3 '9:F-I v� 44 W 44 a �a a w o ff M 3 W V U W �-I a� aF-I a Y U C U H -�I H — �, 44 ! ++ O 4 Y a) � L a H �� 4.) U '� 4 aa) r- � � o x M (d O ' a o N o U ko 44 O o 0N��11 N �4 CD a M N N F-1 � W 4J U z w W U a 4i Ea .� EQ Q] � c ri U1 N S- ` U N r-I �1 r-I \ O W �4 O 0 M 1-) N d1 M r--I .Y N (Y) di r-I r-I O co cO4-J4 X I J-) 44 O N d+ M J-) (d r-I O CA r-i Oo N N -H L' � � Enw o `)0 c � a IL) w(nN +.► FTN", T 3 1`77► !r R r• r � P' A r - r �•