HomeMy WebLinkAboutCAG2020-143 - Original - Kaye-Smith - Services Agreement - 06/19/2006KAYE.SMITH
SERVICE AGREEMENT
Customer
Contact:
Address:06-1 9-2006
It is agreed between Kaye-Smith and City of Kent, (hereafter referred to as Customer) as follows
Services: Kaye-Smith to offer the following services to Customer; utility statement design, customer
programming, receipt and processing of data, variable laser imaging of utility statements, intelligent mail
processing, printing and inventory management.
Quantity, Description and Price for Service: The following addendum details quantities and description of
items to be produced and prices for services. During the term of this Agreement Kaye-Smith will supply
additional Proposals whenever the description of items to be produced is different from the initial Project
Description. Customer approving Kaye-smlth proposats will initiate actual work.
Adiustments to Pricinq: During the term of this Agreement, Kaye-Smith may adjust the price charged to
Customer to reflect increases in labor & market paper prices. Adjustments, if applicable, will be provided in
writing for Customer approval.
Term of Agreement: The term of this Agreement shail be for the three year period beginning on the date of
mutual acceptance by the parties. This Agreement will be automatically renewed for successive annual terms
unless a written notice of cancellation is provided by either party to the other, prior to expiration of the ihen
current term. Any notice of cancellation will be provided at leasi g0 days in advance of intended date of
terminaiion.
Acceptance: This Agreement shall become binding only after it has been signed and dated by Customer and
Kaye-Smith. Once accepted, a signed copy will be mailed to Customer.
6. Non F lment:This Agreement is executed in good faith; however Customer may cancel this Agreement for
convenience and without cause with 90 days advance notice to Kaye-Smith. Such cancellation shall be
without penalty to Customer. ln addition, if, for any reason, Kaye-Smith does not perform io Customer's
satisfaction, Customer will provide Kaye-Smith with a written notice of specific deficiency and a reasonable
period of not less than '15 days to correct ihe problem. lf Kaye-Smith services are not then corrected to
customer's satisfaction, customer may cancel this Agreement without penalty.
Credit Check: ln order to maintain a business credit relationship, Kaye-Smith may occasionally investigate
Customer's credit rating, credit references and general credii standing under this Agreement. Customlr
expressly consents by execution hereof to such investigation(s).
Pavment: Kaye-Smith invoices are due upon receipt. Any full or partial invoice amount not received by Kaye-
Smithwithinthirty(30)daysof invoicemaybeassessed a1.5o/o monthlyservicechargeonthepastdue
portion,
Fsstaea Sales Tax and Freioht: ln--o,rdertcrensurc-en-timeperfdrnrance-ffierthis-agreemenf;postage-funds
a.ra{o-be-availabie-ailoast-7&hours-in-advanosoFnnai{ir*g. Wire transfers/checks will be made out to Kaye-Smith. Kaye-Smith proposals do not include postage and applicable sales tax. Freight is FOB Renton.
City of Kent
Tom Vetsch
220 4t^ Avenue South
Kent, WA 98032
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501 SW 7tlr, Renton' WA 98055-2305 425/228-8600 8001822-9987 Fax4251226-4312 kayesurith.conr
10. Warehousinq Terms & Conditions: Kaye-Smith will provide storage, insurance and distribution for Customer
for all products within this agreemeni. lt is agreed that all products ordered by Customer and/or stored by
Kaye-Smith are the property of the Customer. Customer accepts complete financial ownership for all items
effective the date the item enters into Kaye-Smiths storage facility. Per this agreement, all items will be
manufactured and/or received into the warehouse as "paid." Customer to authorize all material purchases.
All inventories in our warehouse will incur our standard release charges, if applicable, ($5.S0 up to 5 line
items, $1.50 for each item after five)and warehouse chaiges ($18.00 per bin location, per month non-secured
and $25.00 per bin location, per month, secured). All products will be shipped within two (2) working days
unless otherwise specified herein. An additional $3.50 charge will apply for all rush shipments.
1 1. Base stocks: To ensure quality, Kaye-Smith will provide, store and manage all base stocks. Kaye-Smith
cannot guarantee performance and pricing with materials provided by Customer.
'12. Electronic Data: ln the mutual interest of quality control, all Customer-supplied electronic data and/or
transmissions will include both impression and finished piece counts, if applicable.
13. Customer'sProoertv: Forthepurposeof thisparagraph,,'Customer'sproperty',shall meananyandall
property, including but not limited to documents, drawings, books, manuals, pictures, magnetic tapes,
diskettes, CD's, and writings of any sort supplied by Customer to Kaye-Smith for the purpose of performance
under this Agreement. Data processing, printing and mailing work necessitates the disclosure of Customer's
property to Kaye-Smith employees and representatives. Kaye-Smith shall use its best efforts to afford
confidentiality to Customer's property received pursuant to this ordei.
'14. Copyriqht or Trademark lnfrinqement By Company: Company does hereby agree to indemnify and hold
harmless Kaye-Smith and its directors, officers, agents, employees, assigns, and successors in interest,
against any and all losses, claims, damages, expenses (including attorney's fees and costs), and liabilities
sustained or incurred by reason of any trademark or copyright violation arising from Kaye-Smith providing of
Services.
'15. lndemnification: Customer and Kaye-Smith shall mutually indemnify and hold each other harmless from any
claim, demand, liability, cause of aciion or damage for actual or alleged infringement of any property rights,
copyrights, trademarks, trade secrets of U.S. or foreign patents arising or resulting from or in connection with
actions or proceedings in which the other party is made a defendant for actual or alleged infringement of
property rights, copyrights, trademarks, trade secrets or U.S. or foreign patents arising or resulting from or in
connection with each party's performance hereunder.
16. Limitation of Liabilitv: The liability of Kaye-Smith for any breach of this Agreement (other than in connection
with Sections 13 and 14 above), or for any damages for failure to perform hereunder (other than in connection
with Sections 13 and 14 above), is limited to the price paid by Customer under this Agreement.
1 7. Dispute Resolution: lf any dispute arises hereunder for an amount less than the jurisdictional limit for small
claims actions in King County, Washington, then such dispute shall be resolved exclusively by resort to such
anaction. All otherclaimsorconiroversiesarisingoutoforrelatingtothisAgreement,orthebreachthereof,
shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration
Association (the "AAA"). The party who substantially prevails in such arbitration shall be awarded its
attorneys'fees,andthelosingpartyshall paythecostsofarbitration. ThelawsoftheStateofWashington
shall govern interpretation of this Agreement, and venue for the arbitration shall be in King County,
Washington.
18. Rapsedi: Under this Agreement, Customer may be provided with access to Kaye-Smith's proprietary Rapsedi
inventory management software. Customer acknowledges that it currently has no ownership interest in or
right to use Rapsedi and agrees that it will not obtain any such interest or right to Rapsedi in any modified or
enhanced form, excepi as expressly provided in a separate agreement, and then only so long as this
Agreement remains in effect.
19. Assiqnment: Neither party hereto shall assign all or any part of this Agreement without the other party's prior
written consent (which consent shall not be unreasonably withheld) except that either party may assign this
Agreement (i) to any corporate aifiliate of the assigning party without the prior consent of the other party
501 SW 7'l'Street, Renton, WA 98055-2305 425t228-8600 8001822-998':- Fax4251226-4312 kayesmith.coru
hereto, provided that the assigning party remains the guarantor of all the assignee's obligations hereunder, (ii)
wiihout the prior consent of the other party hereto in connection with the sale of all or substantially all of the
assigning party's assets or equity interests, and (iii) to any lender without the prior consent of the other party
hereto where such assignment serves as collateiai for security purposes. All of the terms of this Agreement
shall be binding ,pon aid inure to the benefii of the parties' permitted successors and assigns'
20, Entire Agreement: This document, along with its signed Proposals, Attachments and Addendums, contains
the enfirc Agreement between the parties relating to the subject business and correctly sets forth the rights'
duties and obligations of the parties. Any other oral, written or implied representation or modiflcation
concerning this Agreement shall be unenforceable.
City of Kaye-Smith
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s01 swTd,street, Reuron, wA 9805s-230s 4zs/228-8600 800t822-9987 Fax4251226'43L2 kayesmith.com
Addendum #1
Statement Design
preliminary custom design estimated at approximately $500. This figure can vary based on number of changes
and/or alterations required'
Programming
programming is estimated at $5300 - $6500, based on the layout of the new approved design' This estimate can
vary depending on aoJitional changes/modifications, data issues and/or other requirements discovered during the
programming Process.
On-going MonthlY Processing
$t z5.Otl[er 1,00obased on consisient number of records per the last 6 months'
501 SW ?,r,Srreet, Rcnton, WA 98055-2305 425t228-8600 800/822-9987 Fax4251226-4312 kavesurith'cour