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HomeMy WebLinkAboutCAG2021-177 - Original - Konica Minolta Business Solutions U.S.A., Inc. - Printshop Press Maintenance - 04/05/2021ApprovalOriginator:Department: Date Sent:Date Required: Authorized to Sign: Director or Designee Mayor Date of Council Approval: Grant? Yes No Type:Review/Signatures/RoutingDate Received by City Attorney: Comments: Date Routed to the Mayor’s Office: Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category: Vendor Number:Sub-Category: Project Name: Project Details: Agreement Amount: Start Date: Basis for Selection of Contractor: Termination Date: Local Business? Yes No* Business License Verification: Yes In-Process Exempt (KCC 5.01.045) If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace. Notice required prior to disclosure? Yes No Contract Number: Agreement Routing Form For Approvals, Signatures and Records Management This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms. (Print on pink or cherry colored paper) Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20 Budget Account Number: Budget? Yes No Dir Asst: Sup/Mgr: Dir/Dep: rev. 200821 FOR CITY OF KENT OFFICIAL USE ONLY (Optional) * Memo to Mayor must be attached CAG2021-177 • KENT W...... N GOODS & SERVICES AGREEMENT between the City of Kent and Konica Minolta Business Solutions U.S.A., Inc. THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Konica Minolta Business Solutions U.S.A., Inc. organized under the laws of the State of New York, located and doing business at 3245 146th Place S.E. Bellevue, WA 98007, 253- 733-3777 (hereinafter the "Vendor"). AGREEMENT I. DESCRIPTION OF WORK. The Vendor shall provide the following goods and materials and/or perform the following services for the City: 12 months maintenance for: Bizhub Color Press C1060 and all attachments and software, and Bizhub Press Black 1250 and all attachments and software, in accordance with the service level terms and conditions provided for within the attached and incorporated Exhibit A. In the event of a conflict between Exhibit A and this Agreement, this Agreement shall control. The Vendor acknowledges and understands that it is not the City`s exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement, the Vendor shall complete the work and provide all goods, materials, and services as provided for herein through December 31, 2021. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed $28,000 under the payment schedule provided for in Exhibit A, during the term of this Agreement, including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: Vendor will provide consolidated invoices monthly based on actual machine usage. Should vendor's remote retrieval feature fail to properly meter copies for any reason, the City shall be without liability for any impact to the amount of maintenance service fees due Vendor. In such cases and upon request, the City shall provide a visual meter read for Vendor in a timely manner to allow Vendor to provide a timely invoice. The maintenance service fees due under the Agreement shall remain fixed during the term of the Agreement or any extension thereof, unless adjusted by mutual agreement of the arties. GOODS & SERVICES AGREEMENT - 1 (Over $20,000, including WSST) The maintenance services fees due for the current month shall be based on the actual per page copies made during the prior month; no averaging or estimating will be done. The per impression rates are as follows: a. Bizhub Press 1250 Black & White MFD: $0.00358 per copy. b. Bizhub Press C1060 Color MFD: $0.0448 for color, $0.0109 for black & white Payment by check will be due within thirty (30) days from the date of the invoice(s). Should the City of Kent fail to make any payment due hereunder, or be or become insolvent or be a party to or acquiesce in any bankruptcy or receivership proceeding or any similar action affecting the affairs or property of the City, or violate any aspect of this Agreement, Vendor may refuse to provide service and enter the premises during business hours to recover any parts or supplies stored onsite that are the property of Vendor and/or furnish service on a time and materials basis. Late fees in the form of a service charge of 1% per month may be applied for late payment or the maximum legal interest rate allowed by law, whichever is less. Card Payment Program. The Vendor may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Vendor. If the Vendor voluntarily participates in this Program, the Vendor will be solely responsible for any fees imposed by financial institutions or credit card companies. The Vendor shall not charge those fees back to the City. If the City objects to all or any portion of an invoice, it shall notify the Vendor and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from the Vendor for any defective or unauthorized goods, materials or services. If the Vendor 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 the Vendor 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 Vendor. B. Final Payment: Waiver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor - Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Vendor 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. B. The Vendor maintains and pays for its own place of business from which the Vendor's services under this Agreement will be performed. GOODS & SERVICES AGREEMENT - 2 (Over $20,000, including WSST) C. The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained the Vendor's services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Vendor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by the Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. V. 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. VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, the Vendor must submit a written amendment request to the person listed in the notice provision section of this Agreement, Section XV(D), within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. If the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VIII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by the Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. FORCE MA]EURE. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government ("force majeure event"). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in GOODS & SERVICES AGREEMENT - 3 (Over $20, 000, including WSST) performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Vendor shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Vendor due to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Vendor to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Vendor to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Vendor. VIII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first . Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A. Notice of Claim. Provide a signed written notice of claim that provides the following information: 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and 5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. GOODS & SERVICES AGREEMENT - 4 (Over $20,000, including WSST) D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). IX. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. X. WARRANTY. The Vendor warrants that it will faithfully and satisfactorily perform all work provided under this Agreement in accordance with the provisions of this Agreement. In addition to any other warranty provided for at law or herein, this Agreement is additionally subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. The Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and the Vendor's representations to City. The Vendor shall promptly correct all defects in workmanship and materials: (1) when the Vendor knows or should have known of the defect, or (2) upon the Vendor's receipt of notification from the City of the existence or discovery of the defect. In the event any part of the goods are repaired, only original replacement parts shall be used —rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for an additional year beyond the original warranty period applicable to the overall work. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. XI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub -contract, the Vendor, its sub -contractors, or any person acting on behalf of the Vendor or sub -contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement, XII. INDEMNIFICATION. The Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of the Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event the Vendor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Vendor's part, then the GOODS & SERVICES AGREEMENT - 5 (Over $20, 000, including WSST) Vendor shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Vendor's part. The provisions of this section shall survive the expiration or termination of this Agreement. XIII. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. XIV. WORK PERFORMED AT VENDOR'S RISK. The Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at the Vendor's own risk, and the Vendor 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. XV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non -Waiver of Breach. 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. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees 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, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non -assigning party shall be void. 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. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Vendor. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this GOODS & SERVICES AGREEMENT - 6 (Over $20,000, including WSST) 04/05/2021 APPR VED AS TO FORM: ent awtpartment ATTEST: Kent City Clerk GOODS & SERVICES AGREEMENT - 8 (Over $20,000, including WSST) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. By: 901 For: Title: ✓'�yh.(i� Date:�3�L1 EEO COMPLIANCE DOCUMENTS - 1 of 3 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN CONTRACTORS POLICY: SUPERSEDES: April 1, 1996 APPROVED BY Jim White, Mayor Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 2 of 3 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before -mentioned company was the prime contractor for the Agreement known as that was entered into on the Kent. (date), between the firm I represent and the City of I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before -mentioned Agreement. By: For: � W4,W Title: to ✓#V Date: _ L! EEO COMPLIANCE DOCUMENTS - 3 of 3 Exhibit A Konica Minolta and City of Kent Print Shop MFD Maintenance Repair Description of Services and Service Level Agreement 1. DEFINITIONS: a. Impression: An impression (also called a "click" charge or "copy") is defined as one side of one piece of 8.5x11 or 8.5x14 paper. Paper sizes greater than or 8.5x14 will be charged one impression per side. b. MFD (Multifunction Device). A copier/printer device that provides copying off the glass, network printing, scanning and/or faxing. c. Vendor Maintenance and Network Maintenance services: Covers phone support and network onsite support on the MFDs, including reinstalling copier apps, troubleshooting application problems, etc. This does not include supporting other network problems. If a problem resides on the City's network, normal network charges will apply. d. Normal Business hours or Regular Business hours: Monday through Friday 8 am to 5 pm excluding holidays. 2. MAINTENANCE SERVICE FEES BILLING: b. Vendor will deploy and enable its vCARE Solution, which is a Device Relationship Management (DRM) system that interacts with Vendor product(s) for the purpose of automated meter reading, technical performance monitoring, consumable and supply level monitoring for replenishment, and product status (and as described in the Vendor Digital Needs analysis). c. Vendor will gather monthly meter counts electronically via remote retrieval in order to determine machine usage. d. City shall not alter or attempt to alter actual meter read. 3. PARTS, SUPPLIES AND LABOR: a. This Agreement covers all parts, labor and consumable supplies, (except paper). Consumables include black toner and color toner, staples, developer drums, copy cartridges, fuser rollers and PM kits as well as all other parts stated or not stated necessary to ensure that the equipment operates within the equipment specifications through the term of this agreement. This Agreement also includes any required refurbishing or rebuilding of equipment, regardless of current condition. b. Vendor will stock adequate inventories of parts and supplies to maximize City MFD uptime. Should parts not be available, Vendor will order parts to be delivered via next day air in order to meet the 48 hour repair requirement. c. Supplies. Toner and all other necessary supplies, excluding paper, are to be provided to the City by Vendor in accordance with Section 3(a) above. On an as needed and/or as requested basis, Vendor will ship a sufficient amount of supplies for each piece of equipment upon execution of the Agreement. Vendor shall not cause a "stock -out" situation due to backorder of supplies. There will be no charge for shipping supplies. 4. EXCLUDED PARTS AND SERVICES: Paper and network maintenance services are not included in this Agreement. 5. SITE PREPARATION AND ACCESS City shall ensure that equipment is placed in an environment that conforms to the manufacturer's specification and requirements and will bear all cost and expense for any additional requirements for installation such as telephone and electrical wiring, remodeling and noise and power filters. Any electrical work external to the equipment (i.e. associated peripheral equipment, power, transmission and phone lines, and modems) and equipment line cord are not covered by this agreement. City shall provide Vendor with free and full access to the equipment and any necessary operating time for the purposes of furnishing maintenance services during normal business hours. City shall arrange and insure that one of its employees is presents at all times when Vendor performs maintenance services. Relocation or make ready shipment of equipment is not covered by this maintenance Agreement. This service, when requested will be at the then billable rate of the Vendor. 6. SERVICE INCLUDED Vendor's obligation under this Agreement is to provide Basic Maintenance, Preventative Maintenance and Warranty Service on the equipment covered by this agreement. This service is defined as that level of maintenance -necessary to maintain the equipment in normal operating condition as set forth in the equipment specifications. Basic service includes maintenance and/or routine remedial and preventive maintenance service as well as parts and consumable supplies except as specifically excluded in this agreement. Preventive maintenance shall be performed on the equipment at intervals defined by the Technical Services Manuals for the particular models. Preventive Maintenance will include cleaning, lubrication, and adjustment and may be made at the same time remedial service is being performed; but not less than specified in the Technical Services Manuals or where visual inspection by Vendor or City indicates obvious need for service; This service shall include regular cleaning of the interior of the machine for dust, paper dust, toner or other build up on parts, filters, or supplies in the machine. All parts replacements shall be on an exchange basis with new parts. All parts shall be maintained and replaced according to the manufacturer's recommended parts life. Vendor shall not fail to replace any parts that have exceeded the manufacture recommended replacement/use cycle; even if the part is still functioning. At least once yearly or within 30 days of request; vendor shall provide a print out of the then current lifecycle status of replaceable parts covered under this service agreement. For the software; this service shall include 7. DIGITAL SUPPORT SERVICE (DSS) DSS provides City access to Vendor digital Solution Center (DSC) telephonically or by electronic access. DSS includes technical support on items specified on the DSS Supported Products List including Digital Multi -Function Devices, General Office Applications, Graphic and Design applications and Desktop Operating Systems. City may access expert level EXHIBIT C Insurance requirements for service contracts support by telephone or electronically. DSC support is available during the offices of 8:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday, excluding Vendor observed holidays. DSC hours are subject to change. Customer system(s) must be in good working condition. DSS does not include parts or labor related to network/computer problems not directly involved in the printing or scanning network or fax workflow. Customer network changes, attachment or additions may require additional DSS charges. Vendor reserves the right to terminate DSS service in the event that City changes, alters or attaches anything which makes it impractical for Vendor to provide DSS. City is responsible for performing normal operator function, system backups, virus scans, and network security functions on a regular basis. 8. NETWORK INTEGRATION: If Network Integration services are provided by Vendor, City warrants that the Digital Needs Analysis ("DNA") has been accurately completed and Vendor may rely on the information contained in the DNA in providing network integration services. Vendor reserves the right to assess additional charges for service due to City's modification of its network, software, or operating system(s). 9. ASSIGNMENT: Neither party may assign or subcontract this agreement to any subcontractors or other assignees without the express written consent of the other party. 10. RESPONSE TIME: Vendor will provide an estimated time of technician arrival within one hour of call placement. If the MFD cannot be resolved via phone consultation, Vendor will arrive on site within four (4) business hours of the time service call was placed. In the event of a missed four hour window, Vendor will credit the City $25.00 per occurrence. The four hour requirement is not a composite average, but a per call commitment. However, there may be times where mutually agreed extenuating or extreme circumstances prevent the four hour response and the credit requirement will be waived at the City's sole discretion. 11. ONGOING TRAINING: Vendor shall provide initial user training at each equipment location and refresher training as needed and upon request at no additional charge. Trainers shall be courteous, neat, and skilled in the operation of the applicable equipment. Vendor's failure to provide skilled trainers shall constitute a default of this Agreement. 12. SERVICE LOANER(s): a. In the event that Vendor is unable to repair the MFD within 24 hours due to parts availability, Vendor will order parts to be delivered via next day delivery. In the event that Vendor is unable to repair any machine within 24 hours after parts have been delivered, or within 48 hours for any other reason, Vendor will' provide a service loaner at no additional charge. Vendor -loaned equipment shall remain the property of the Vendor b. The Vendor shall be responsible for all costs associated with delivery, installation, and removal of equipment loaners. 13. CITY SERVICE REPRESENTATIVE (CSR). Vendor shall provide a dedicated person or persons to physically monitor and maintain all equipment at optimum operating condition. The CSR(s) will be courteous, neat, and skilled in the operation of all equipment for which service or maintenance is required. 14. EQUIPMENT PERFORMANCE a. All equipment, including all accessories and software supplied under the Agreement, shall be capable of continuous operation. Vendor guarantees that all equipment will be operational at least 98% of normal business hours. b. Vendor shall ensure that all software purchased or utilized pursuant to this Agreement shall be kept up to date, and shall be maintained in such a manner to ensure the full functionality of all equipment maintained in accordance with this Agreement. c. Equipment that develops a trend of requiring an excessive number of service calls resulting in equipment downtime shall be reported by the City to Vendor, or by Vendor to the City as the situation warrants. "Equipment Downtime or Non - Operational Time" is defined as: i. A copying system that fails to produce the required number of copies when the start button is depressed, whether by jamming, or any other mechanical, electrical, or software malfunction; ii. A copying system, or printer whose image quality Is significantly reduced so as to be considered unprofessional by normal business standards. Examples include but are not limited to toner streaks or roller marks appearing on the paper, faded toner or colors, images that do not center/register properly or poor registration front to back; iii. An auto feed tray that will not accept and feed paper for scanning, faxing or copying; iv. A scanner that does not accept or transmit a scanned file back to MFD designated personal computer and software; v. A facsimile system that cannot transmit or receive facsimiles; vi. A printer that fails to print a standard MFD-provided print file from a networked or stand-alone personal computer; or vii. A multifunctional peripheral (MFP) that cannot perform one or more of its functions according to the definitions above; such as but not limited to folder cannot fold, inserter will not insert, envelope printer cannot print envelopes; GBC punching won't punch or does not line up; front to back registration is off; viii. A machine that jams repeatedly on a job, or over the course of a business week. 15. REPORTING: a. Vendor will provide the meter information monthly on a machine -by -machine basis in a format mutually agreed to between the City and Vendor, that will include meter start and end counts for each product, the rate charged, total impressions and total amount billed per machine. Vendor will provide a written machine performance/service history report within two (2) weeks of receiving a request. b. Vendor shall maintain a service log for each piece of equipment serviced describing maintenance and repair services provided. A no cost copy of service logs/reports must be provided to the City within five (5) working days of request. 16. PERFORMANCE REVIEW: Vendor shall review with the City, on a quarterly basis, all service history information regarding the performance of all equipment maintained under the Agreement. A quarterly service calls report will be provided to the City electronically. 17. RENEWAL: Service shall automatically be extended for six months at the end of this agreement at the current rate being charged unless either party provides the other party thirty (30) days written notice before the end of the current term of its intention not to renew this agreement. Upon renewal, either party may cancel this agreement, with or without cause, upon thirty (30) days written notice to the other party. Upon cancellation pursuant to this paragraph, City will be billed for service through the effective date of cancellation. In the event his agreement is canceled or not renewed, City shall return any unused consumable supplies to Vendor. Should City fail to return any consumable supplies, Vendor reserves the right to charge for any of those unreturned supplies at the then current rate for those supplies. Vendor shall provide written proof of the published costs of those supplies. EXHIBIT B INSURANCE REQUIREMENTS FOR SERVICE CONTRACTS Insurance The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products -completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products -completed operations aggregate limit. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. 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. 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. EXHIBIT C Insurance requirements for service contracts unless on the date an order is first placed, the City requests an order of supplies be shipped via overnight delivery.