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HomeMy WebLinkAboutIT18-100 - Amendment - #1 - TopCon Solutions Store - Name Change Amendment Ratification - 1/9/25 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (Optional) WASHINGTON Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Ikhra Mohamed IT Date Sent: Date Required: > 01/03/2025 01/17/2025 Q Mayor or Designee to Sign. Date of Council Approval: Q Interlocal Agreement Uploaded to Website N/A Budget Account Number• Grant? Yes No�✓ 52001770.64260.1800 Budget? Yes�✓ No Type: N/A Vendor Name: Category: TopCon Solutions Store Contract Vendor Number: — Sub-Category: 2428254 Amendment 0 W Project Name: Name Change Amendment Ratification 3- Project Details: The City of Kent and The PPI Group entered into a Goods&Services Agreement on March 13, 2018. On or around September 15, 2017,The PPI Group was acquired by TopCon Solutions, Inc. Based on this acquisition, we are requesting the Mayor authorize this Name Change Amendment. 40 C MMM (11.111 Basis for Selection of Contractor: Agreement Amount: �Q Direct Negotiation *Memo to Mayor must be attached i Start Date: N/A Termination Date: N/A a Local Business? Yes WINo*If meets requirements per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions"form on Cityspace. Business License Verification: ❑Yes In-Process F1 Exempt(KCC 5.01.045) F71Authorized Signer Verified Notice required prior to disclosure? Contract Number: Yes ✓�No IT18-100 Comments: <<Signature on attached Amendment pg. 3/4>> 0 c Dana Ralph, Mayor 3 0 Date: <<Date on attached Amendment pg. 3/4>> 40 Date Received:City Attorney: 1/3/25 Date Routed:Mayor's Office City Clerk's Office adccW22373_7_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20221201 'a KEN T WA=�I T Amendment No. 1 to Goods & Services Agreement This Amendment amends the Goods & Services Agreement originally between the City of Kent, a Washington municipal corporation (the "City") and The PPI Group. I. RECITALS A. The City and The PPI Group entered into a Goods & Services Agreement dated March 13, 2018 (the "Agreement"). "PPI Group" is a dba for Portland Precision Instruments & Repair Co. B. On or around September 15, 2017, The PPI Group was acquired by Topcon Solutions, Inc. Based on this acquisition, Topcon Solutions, Inc. now desires to accept and assume all of the rights, duties, benefits, and obligations of The PPI Group under the Agreement. C. The City desires to consent to such assumption under the terms of this Amendment (the "Amendment"). NOW, THEREFORE, the parties amend the Agreement as follows: II. AMENDMENT 2.1 This Amendment amends the Agreement expressly as provided. 2.2 Topcon Solutions, Inc. accepts and assumes all rights, duties, benefits, and obligations of the Agreement and any prior amendments, including all existing and future obligations to perform under the Agreement and all legal and financial responsibility for the prior performance of The PPI Group. 2.3 All references to The PPI Group in the Agreement shall hereafter be referred to as Topcon Solutions, Inc. 2.4 The notice address information in the Goods & Services Agreement for The PPI Group, is replaced with the following notice address information for Topcon Solutions, Inc.: Name: Topcon Solutions, Inc. Address: 297 Commonwealth Drive, Carol Stream, IL 60188 Email: Philsabeck@topconsolutions.com Phone: 425-251-9722 2.5 The City consents to the foregoing assignment to and assumption by Topcon Solutions, Inc. 2.6 Topcon Solutions, Inc. agrees to obtain and maintain insurance of the types and in the amounts required by Section 10 to the Agreement. Attached and incorporated as Attachment 1 to this Amendment is a current Certificate of Insurance and endorsement evidencing coverage as required by the Agreement. AMENDMENT Page 1 of 2 (between City of Kent and Topcon Solutions, Inc.) 2.7 Except as amended by this Amendment, all other terms and conditions of the Agreement and any prior amendments shall remain in full force and effect. 2.8 The Agreement and this Amendment constitute the entire understanding of the parties as regards the subject matter hereof and cannot be modified except by written agreement of the parties. 2.9 All acts consistent with the authority of the Agreement, this Amendment, and previous amendments (if any), prior to the effective date of this Amendment, are hereby ratified and affirmed, and the terms of.the Agreement, previous amendments (if any), and this Amendment will be deemed to have applied. The ratified acts include all previous renewals of the services covered under the Agreement and previous amendments. 2.10 In the event of any inconsistency between the provisions of this Amendment and the documents comprising the Agreement and any prior amendments, the provisions of this Amendment shall prevail. 2.11 The effective date of this Amendment is the last date signed as shown on the signature page of this Amendment. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives. By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and term. VENDOR CITY Topcon Solutions, Inc. CITY OF KENT 64 By. B - -- --- -- -- Print Name: V-6,M- r Print Name: Dana Ralph Its �L r�=�Y` ��- �r.� Its Mayor DATE: i D' 01- '2-4 DATE: 01/09/2025 ATTEST !� r k ;t �aA Kent City Clerk APPROVED AS TO FORM Kent City Attorney AMENDMENT Page 2 of 2 (between City of Kent and Topcon Solutions, Inc.) DATE(MM/DDYYY) A�" CERTIFICATE OF LIABILITY INSURANCE IY 4/1/2024 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: Alliant Insurance Services, Inc. PHONE FAX 32 Old Slip A/C No Ext: 1-800-221-5830 A/C No:1-800-383-1852 New York NY 10005 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Chubb Insurance Company of New 41386 INSURED TOPCAM INSURERB:Great Northern Insurance Compa 20303 Topton Solutions, Inc.297 Commonwealth Drive INSURERC: Federal Insurance Company 20281 Carol Stream, IL 60188 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:968932909 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP IY LIMITS LTR INSD WVD POLICY NUMBER MM/DDYYY IY MM/DDYYY B X COMMERCIAL GENERAL LIABILITY Y 35246131 4/1/2024 4/1/2025 EACH OCCURRENCE $1,000,000 CLAIMS-MADE OCCUR DAMAGE TO PREM IS RENTED (Ea occurrence $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY❑ PRO- � JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ C AUTOMOBILE LIABILITY 73527234 4/1/2024 4/1/2025 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ X OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident A X UMBRELLA LIAB X OCCUR 79138306 4/1/2024 4/1/2025 EACH OCCURRENCE $2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $2,000,000 DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Kent is included as an additional insured where required by written contract. Coverage afforded additional insureds is on a primary and non-contributory basis as required by written contract. Evidence of Insurance. CERTIFICATE HOLDER CANCELLATION 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 Kent 220 Fourth Avenue South AUTHORIZED REPRESENTATIVE Kent, WA 98032 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD