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CAG2024-579 - Original - Perfect Image, Inc. - Digitization of City Documents - 12/18/24
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: Kim Komoto Administration Date Sent: Date Required: c 12/17/2024 12/31/2024 CL Mayor or Designee to Sign. Date of Council Approval: CL Q Interlocal Agreement Uploaded to Website 12/10/2024 Budget Account Number: Grant? Yes? NOD Budget?E]Yes E]No Type: Federal Vendor Name: IONIC Category: Perfect Image, Inc Contract Vendor Number: Sub-Category: = Original O 4-1 Project Name: Digitization of City Documents 1. Project Detai • $200K in ARPA Funds O `C $300K from 2024 Departmental Budget Savings C -, Vendor to digitize existing records so that they can be uploaded into Laserfiche. C O Basis for Selection of Contractor: Agreement Amount: 500,000 � Cooperative Purchase E Memo to Mayor must be attached i Start Date: 1/1/2025 Termination Date: 12/31/2026 Im Q Local Business? Yes Fv—(]No*If meets requirements per KCC 3.70.7 00,please complete'Vendor Purchase-Local Exceptions"form on Cityspace. Business License Verification: Yes In-Process❑Exempt(KCC 5.01.045) Authorized Signer Verified Notice required prior to disclosure? Contract Number: Yes ✓❑No CAG2024-579 Comments: Vl s. 3 C C p1 a:, 3 o°c � 4 W .5 a, oc Date Received:City Attorney: 12/17/24 Date Routed:Mayor's Offici 12/18/24 City Clerk's Office 12/24/24 adccW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20221201 KENT WISHINGTON GOODS AND SERVICES AGREEMENT between the City of Kent and Perfect Image, Inc THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Perfect Image, Inc., organized under the laws of the State of Washington, located and doing business at 13615 NE 1261" Place, Suite 450, Kirkland, Washington 98034. Eric Fleming, Governor/President (hereinafter the "Vendor"). AGREEMENT I. Terms Incorporated; Services. The Vendor Contract between the City of Seattle and Vendor, dated May 2nd, 2018, is hereby attached and incorporated as Exhibit A. All applicable terms shall be incorporated and extended to the City by this Agreement. Per Exhibit A, Vendor shall provide document digitization services as including scanning, indexing, metadata entry, and document/media conservation. II. Time of Completion. This Agreement shall be effective as of the Effective Date per the signature page. Vendor shall complete the work and provide all goods, materials, and services by December 31, 2026. This provision shall supersede the contract term established in Exhibit A. III. Compensation. The City shall pay the Vendor an amount not to exceed $500,000, including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor according to the pricing provided in Exhibit A, as last amended on November 15th, 2023. IV. 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 Non-Discrimination Policy Declaration and comply with City Administrative Policy 1.2. V. ARPA Funding; Debarment and Suspension Certification. Contractor understands and agrees that funds provided under this Agreement may come from federal source, specifically State and Local Fiscal Recovery Funds authorized by the American Rescue Plan Act and agrees to comply with any and all additional applicable terms. Entities that are debarred, suspended, or proposed for debarment, by the U.S. Government are excluded from receiving federal funds and contracting with the City. The Contractor, by signature to this Agreement, certifies that the Contractor is not currently debarred, suspended, or proposed for debarment, by any Federal department or agency. Contractor also agrees that it will not enter into a subcontract with a person or entity that is debarred, suspended, or proposed for debarment. Contractor will notify the City if it, or a subcontractor, is debarred, suspended, or proposed for debarment, by any Federal department or agency. Debarment status may be verified at https://www.sam.gov/. VI. 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 Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. VENDOR' CITY OF KENT: BY: BY:-� - VV Print Name:_ Print Name: Dana Ralph Its Its Mayor DATE: I !� DATE: 12/18/2024 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Eric Fleming City Cleric Perfect Image, Inc City of Kent 13615 NE 126th Place, Suite 450 220 Fourth Avenue South Kirkland, WA 98034-8730 Kent, WA 98032 425-576-0989 (telephone) (253) 253-856-5725 (telephone) Eflem@pimage.com (email) Cityclerk@kentwa.gov (email) APPROVED AS TO FORM: Kent . w Department ATTEST: et'o� 9-M4 Kent City Clerk DECLARATION CITY OF KENT NON-DISCRIMINATION POLICY The City of Kent (City) is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors, consultants, vendors, and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The City of Kent and its contractors are subject to and will comply with the following: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs Of The Department Of Transportation-Effectuation Of Title VI Of The Civil Rights Act Of 1964); • 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964). • Ch. 49.60 RCW (Washington Law Against Discrimination) The preceding statutory and regulatory cites hereinafter are referred to as "the Acts and Regulations". The following statements specifically identify the requirements the City deems necessary for any contractor, subcontractor, or supplier on this specific Agreement to adhere to. An affirmation of all of the following is required for this Agreement to be valid and binding. If any contractor, subcontractor, or supplier willfully misrepresents themselves with regard to the directives outlined below, 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 statements 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 I, 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. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: EEO COMPLIANCE DOCUMENTS - 1 of 5 A. Compliance with Regulations: The contractor, subcontractor, consultant, vendor, and supplier (hereinafter "Contractor") will comply with all Acts and the Regulations relative to non-discrimination, including those applicable to Federally- assisted programs of the U.S. Department of Transportation, State-assisted programs through the Washington State Department of Transportation, and generally under Washington's Law Against Discrimination, Ch. 49.60 RCW, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. B. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports: The contractor will provide all information and reports required by the Acts and Regulations and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined applicable to contractor's contract by the City or the Washington State Department of Transportation to be pertinent to ascertain compliance with such Acts and Regulations and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the City or the Washington State Department of Transportation, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the non-discrimination provisions of this contract, the City will impose such contract sanctions as it or the Washington State Department of Transportation may determine to be appropriate, including, but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. F. Incorporation of Provisions: The contractor will include the provisions of paragraphs (A) through (F) above in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts and Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the City or the Washington State Department of Transportation may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, EEO COMPLIANCE DOCUMENTS - 2 of 5 or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the City to enter into any litigation to protect the interests of the City. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. 6. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. ii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); iii. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; V. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); vi. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); vii. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); viii. Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; ix. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); X. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; EEO COMPLIANCE DOCUMENTS - 3 of 5 xi. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); xii. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). xiii. Washington Law Against Discrimination (Ch. 49.60 RCW) 7. The submission of the final invoice for this contract will constitute a reaffirmation that the preceding statements were complied with during the course of the contract's performance. By signing below, I agree to fulfill the five requirements referenced above. By: For: Title: Date: EEO COMPLIANCE DOCUMENTS - 4 of 5 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: October 20, 2022 SUBJECT: INCLUSIVE CONTRACTING SUPERSEDES: January 1, 1998 APPROVED BY Dana Ralph, Mayor POLICY: Equal employment opportunity and non-discrimination in contracting 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. Further, all contractors, subcontractors, consultants, suppliers, grantees, or subgrantees of the City, regardless of the value of the Agreement, are required to sign the City's Non-Discrimination Policy Declaration, prior to commencing performance. 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 coordinate with the City's Title VI coordinator, and perform 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 - 5 of 5 EXHIBIT VENDOR CONTRACT The City of Seattle Vendor Contract# Date Change Order PURCHASING SERVICES 000000000004430 5/02/2018 700—5th AVE#4112 PO BOX 94687 Payment Terms Freight Terms Seattle, WA 98124-4687 0.5, 10 days F.O.B Destination/Pre-Paid &Allowed Procurement Email: Phone: Strategic Advisor: Presley.Palmer(o)Seattle.gov 206-233-7158 Presley Palmer Vendor ID#0000501612 Ship To: Perfect Image, Inc. Bill To: 13615 NE 1261h Place#450 ORDERING DEPARTMENT, SEE ATTACHMENT Kirkland, WA 98034 Eric Fleming, President Ph: 425-576-0989 Fax: 425-576-0680 Email: eflem(ftimage.com I. BACKGROUND The City of Seattle ("City") awarded a contract as part of a vendor pool to Perfect Image. Inc. as a result of an Invitation to Bid, ITB No. 3702 (Rebid) for Digitization Services (Scanning, Indexing, Metadata Entry, Document, and Media Conservation) (the "Contract"). The Contract is available to all City Departments. II. CHANGE ORDER DESCRIPTION (NIA) The Contract will otherwise remain in full force and effect. Ill. CONTRACT HISTORY Contract Action Description of Contract Action Contract Term Dates/Comments Contract Execution Contract Execution 05/02/2018 — 05/02/2021 with two 2 two- ear extension allowed IV. ADDITIONAL NOTES Orders must be placed by the authorized City of Seattle Department Representative. Invoices must be mailed in duplicate to the CITY OF SEATTLE, Accounts Payable, per attached list. Each invoice must indicate Contract#4430. Authorized nature/'Datek r City of Seattle Department of Finance and Administrative Services ICity Purchasing& Contracting Services CITY OF SEATTLE INVOICE ADDRESS GUIDE Revised: November 28,2017 NOTE: Please send INVOICES to Mailina Address of Accounts Payable Section of the Ordering Department. DEPARTMENT ACCOUNTS ACCOUNTS EMAIL PHONE/FAX PAYABLE PAYABLE MAILING CONTACT ADDRESS Arts&Cultural Affairs,Office of Sheila Moss PO Box 94748 Sheila.Moss(a)seattle.gov 206-233-7016 Phone Seattle WA 98124-4748 206-684-7172 Fax City Auditor,Office of Rhonda Lyon PO Box 94729 Rhonda.Lyon a(2seattle.gov 206-733-9236 Phone Seattle,WA 98124-4729 City Light Lisa Shelton PO Box 94686 Lisa.Shelton(a)seattle.gov 206-684-3563 Phone Seattle,WA 98124-6986 Civil Rights,Seattle Office for Latrice Ybarra 810 3 Avenue,Suite 750 Latrice.Ybarra(d.seattle.gov 206-684-4539 Phone Seattle,WA 98104-1627 206-684-0332 Fax Economic Development,Office of Suching Luu PO Box 94708 Such ing.Luu(a)seattle.gov 206-684-7391 Phone Seattle,WA 98124-4708 206-684-0379 Fax Education and Early Learning, Nga Nguyen PO Box 94665 Nga.Nguven a(2seattle.gov 206-615-0580 Nga's Dept.of David Liang Seattle,WA 98124-6965 Christian.Phillios aaseattle.gov 206-684-5760 Christian's Christian Phillips David.Liang crC2seattle.gov 206-233-2686 David's Ethics&Elections Commission Anthony Adams PO Box 94729 Anthonv.Adams(a).seattle.gov 206-684-8576 Phone Seattle,WA 98124-4729 206-684-8590 Fax Finance&Administrative Catherine Pang PO Box 94669 Catherine.Pang(a).seattle.aov 206-684-0333 Phone Services,Dept.of Seattle,WA 98124-4669 206-684-0506 Fax Fire Department Sheila Kelly 3012 2" Avenue South Sheilam.kellv(cDseattle.gov 206-386-1461 Phone Seattle,WA 98104-2618 206-233-2755 Fax Fleets&Facilities Catherine Pang PO Box 94689 Catherine.Pang(a)seattle.gov 206-684-0333 Phone Seattle,WA 98124-4689 206-684-0506 Fax Hearing Examiner,Office of Michele PO Box 94729 Michele.DAlessandro(aDseattle.gov 206-615-1570 Phone D'Alessandro Seattle,WA 98124-4729 206-684-0536 Fax Housing,Office of Blanche Carvalho PO Box 94725 Blanche.Carvalho a(2seattle.gov 206-684-5524 Phone Seattle,WA 98124-4725 206-233-7117 Fax Human Services Josie Limos PO Box 34215 Josie.Limos(a)seattle.gov 206-684-0307Phone Seattle,WA 98124-4215 206-621-5021 Fax Information Technology, Dept.of Jessica Nasa PO Box 94709 Jessica.Nasa(a)seattle.gov 206-256-5187 Jessica Chelseay Yazzie Seattle,WA 98124-4709 Chelseay.Yazzie cr.seattle.tog 206-684-0482 Chelseay's Suzanne Kilgore Suzanne.Kil ore seattle. ov 206-684-6871 Suzanne's Law Jani Bryant PO Box 94769 Jani.Bryant(a)seattle.gov 206-233-0095 Phone Seattle,WA 98124-4769 206-684-8284 Fax Legislative Maria Rosas PO Box 94728 Maria.Rosas aaseattle.gov 206-684-8144 Phone Seattle,WA 98124-4769 206-386-9025 Fax Library,Seattle Public Dean Nishimura 10004 Avenue Dean.Nishimura(a).spl.org 206-386-4109 Dean's Josie Williams Seattle,WA 98104-4728 Josie.Williams s l.or 206-386-4117 Josie's Municipal Court of Seattle Terri(Theresa) PO Box 34987 Theresa.Flores aaseattle.gov 206-684-5659 Phone Flores Seattle,WA 98124-4987 206-733-9357Fax Neighborhoods, Dept.of Anna Tang PO Box 94649 Ann a.Tang(a)seattle.gov 206-684-8846 Anna's Christian Phillips Seattle,WA 98124-4649 Christian.Philli s seattle. ov 206-684-5760 Christian's Parks&Recreation Rose Lu 800 Maynard Ave S,3` Floor Rose.Lu a-)seattle.gov 206-733-9129 Phone Seattle,WA 98134 206-684-7285 Fax Seattle Dept.of Human Anita Perry PO Box 34028 Anita.Perrya-seattle.gov 206-684-7854 Phone Resources(SDHR) Seattle,WA 98124-4028 206-684-7751 Fax Planning&Community Jeanette Martin PO Box 94788 Jeanette.Martin aaseattle.gov 206-615-1746 Phone Development,Office of Seattle,WA 98124-7088 206-733-9070 Fax Police Nitaya Kambhrinond PO Box 34986 Nitava.Kambhiranonda-seattle.gov 206-684-8779 Phone Seattle,WA 98124-4986 206-233-7207 Fax Police Pension Stephanie Coleman PO Box 94729 Stephanie.Coleman(@seattle.gov 206-386-1287 Stephanie's Janice Brandes Seattle,WA 98124-4729 Janice.Bra ndes seattle. ov 206-386-1286 Janice's Public Safety Civil Service Jennifer Greenlee PO Box 94729 Jennifer.Green lee aaseattle.gov 206-233-7118 Jennifer's Commission Teresa Jacobs Seattle,WA 98124-4729 teresa.'acobs seattle. ov 206-386-1301 Teresa's Retirement System Michiko Togashi 720 3 Ave,Suite 1000 Mich iko.Toa ash ieseattle.aov 206-615-14440 Phone Seattle,WA 98104-1829 206-386-1506 Fax Seattle Center Vincent DiGianni 305 Harrison Vincent.Dig iannia-seattle.gov 206-684-7145 Phone Seattle,WA 98109 206-615-0327 Fax SDCI-Seattle Department of Aiko Carlson PO Box 34019 sdci accounts pavablea-seattle.gov 206-615-1701 Phone Construction&Inspections Sue Lei Seattle,WA 98124-4019 206-386-0095 Fax Seattle Public Utilities Sharon Gill PO Box 34018 Sharon.Gill aaseattle.gov 206-233-7169 Phone Seattle,WA 98124-4018 1 S uaccts a able seattle. ov 206-386-4033 Fax Transportation,Seattle Dept.of Lena Takemoto PO Box 34996 Lena.Takemoto a)seattle.gov 206-615-1285 Phone Seattle,WA 98124-4996 SDOTAP(@.seaftle.gov 206-684-3635 Fax Perfect Image, Inc. BID OFFER SHEET (Rebid) City of Seattle ITB#SPU-3702(Rebid) Title: Digitization Services Price Submittal Instructions and Requirements 1. It is MANDATORY that you provide a Unit Price. If there is an error between the Unit Price and Extended Price, the City will correct the Extended Price. 2. The bid prices shall include and cover all duties, handling and transportation charges and all charges incidental to the requested work excluding Sales Tax or Use Tax. Offer shall agree to all City Contract Terms and Conditions without exception. 3. Do not mark, write-in or add any exceptions to the specifications, schedule, terms or conditions. Do not attach alternative boilerplate. Any such exceptions can invalidate your Offer and the Buyer can reject your Bid. 4. If you make an error in typing your prices or any corrections to your Offer Submittal, you may mark it in ink and initial the correction. If it is not marked in ink and or it is not initialled, the Buyer may reject your bid. Do not use whiteout. 5. Price Changes in future contract years shall be in accordance with the specifications. Whole sale and mark-up discount rates will not change through the life of the contract. Other price changes are restricted to the specifications stated in the solicitation and the contract. 6. Prompt Payment Discount: 0.5 % 10 days. Note: Prompt payment discount periods equal to or greater than 10 calendar days will receive consideration and bid pricing will be reduced for evaluation by the amount of that discount. 7. Interlocal Agreement: The City of Seattle has entered into Interlocal Agreements with other governmental agencies pursuant to RCW 39.34, in lieu of those agencies conducting a separate competitive bid. Does Vendor agree to provide this product or service to such agencies? x Yes: No: By submitting this Bid, Vendor acknowledges he/she has read and understands the entire Invitation to Bid and agrees to comply with its terms and conditions. The Vendor also agrees to fulfill the offer made in their Bid through any subsequently awarded Contract. Full Legal Name of Company: Perfect Image, Inc. Page 7 of 7 Vendor Perfect Image,Inc. A.Media Preparation-This is for staple removal,addressing dog-ear corners,post-its, whatever is needed to get the file/pages prepped for maximum image quality can be obtained, Document Preparation/Reassembly hour 25 B.Indexing(data entry)-List of Documents taken for scanning and metadata entry Document Indexing hour 25 C.Document Scanning:(Group IV TIFF) 1-500 501-10000 10001-1M over 11 200 dpi(Single-sided or duplex,no file separation) Smaller than 8 112"X 11" image 0.05 0.035 0.035 0.03 8 112"X 11" image 0.05 0:035 0.035 0.03 8 1/2"X 14" image 0.05 0.035 0.035 a 03 11"X 14" image 0 09 0 06 0 055 0 05 11"X 17" image 0.09 0.06 0.055 0.05 300 dpi option each 0.01 0.01 a 01 a 01 400 dpi option each 0.03 0.03 a 03 a 03 Barcode recognition and verification barcode 0 01 0 01 0 01 0 01 Document Imprinting(prior to scan) Image 0,03 0.03 0.03 0.03 D.Document Scanning:Oversize Documents(Group IV TIFF) 300 dpi 18"X 24" image 0.75 0.65 a 65 0.6 24"X 35" Image 1 0.75 0.75 0.7 36"X 48" Image 1.25 0.85 0.85 0.8 oversize Sq.Ft 0.35 0.21 0.21 0.2 400 dpi option each 0.5 a 51 0.5 0.5 Grayscale Scanning letter or legal Image 0.05 0.035 0.035 0.03 11"X 17" image 0.09 0.06 0.055 a 05 18"X 24" image 0.25 0.25 0.25 0.25 24"X36" image 05 05 05 05 36"X 48" image 0.5 a 5 0.5 0.5 oversize Sq.Ft 0.25 0.2 0.2 0,2 Color Scanning letter or legal Image 0.08 0.05 0.05 0.05 11"X 17" image 0 1 0 08 0 08 0 08 18"X 24" image 1.5 1 31 1.3 1.3 24"X 35" Image 2 1..5 1..5 1.5 36"X 48" image 2.5 1.7 1.7 1.7 oversize Sq Ft 0.7 0.42 0.42 0.42 E.Photo Scanning Photo Prints(200 dpi)Photos probably would be 300 or 400 3x5 Image 1 0.5 0.5 0.5 4x6 image 1 0,51 0,5 0.5 8x10 Image 3 1 1 1 300 dpi option each 0.25 0.25 0.25 0.25 400 dpi option each 0.75 0.75 0.75 0.75 Film(3000x3000 pixels) 35mm Strip Film image 1 0,5 0,5 0,5 Single 35mm Frame Image 1.5 0.75 0.75 0.75 35mm Slide image 1 O.FDI 0.5 0.5 60mm1120 format Strip Film image 2 1 1 1 Single 60mm Frame image 3 1 75 1 75 1 75 44 transparency Image 4 2.25 2.25 2.25 8x10 transparency Image 7 6 6 6 Higher Resolution Option 4000x4000 pixels each 0.75 0.5 0.5 0.5 Higher Resolution Option 5000x5000 pixels each 1 0.75 0.75 0.75 Bound Book Scanning We did send bound books if they take them apart they may or may not have to put them together depending on the work order,but we should know what it costs to stich them back to binding 4x6 image 1 0.5 0.4 0.37 8x10 image 1 0 5 04 0.37 11x17 image 1 a 5 0.4 0.37 Oversize or Planetary Sq Ft 0.7 0.57 0.57 0.5 Shearing Pages per cut 3 21 2 2 removal of stitched binding per binding 15 12 12 12 F. Miscellaneous Imaging Supplies and Services: Key Data Entry keystroke 0 012 Sequential tiff numbering image 0 002 File Renaming imagel 0.002 Recording of images to Media image 0.001 10%Random inspection image 0.007 Inspect each image Image 0.007 Image Clean-up image 0 05 Border Erasure image 0-05 Image Redacting redaction 0.05 Optical Character Recognition Image 0.01 OCR Clean-up hour 35 Conversion of TIFF Image to FDF(Image-Only) image 0.015 Conversion of TIFF Image to FDF(w/Hidden Text) image 0.025 Conversion of TIFF Image to PDF(Normal) image 0 025 PDF/Hyperlinking and Bookmarking link 0 05 Barcode Sheets(purchase-only) I sheetl 0.04 Patch Separation Sheets(purchase only) I sheetl 0 04 Patch Sheet Processing(removal) sheetl 0 025 Document Destruction Cu.Ft. 9 DS-2 Microfilm/Microfiche to Digital Image Conversion Description Ulm Unit Price(Mandatory) A.Labor-Preparation for Scanning Microform Preparation hour 25 Professional Services 25 (Roll Level Indexing and Document Level Indexing) hour Minimum Project Charge lot 75 B.Microform Scanning: 16mm Microfilm 1-600 501-10000 10001-1 M over 1 M (grayscale) 200 dpi Various Sizes image 0,03 0,02 0.02 0.015 300 dpi option each 0.01 0.01 a 01 0.005 400 dpi option each 0 02 0 01 0 01 0 01 (color) 200 dpi Various Sizes image 0,2 0,15 0.15 0.15 300 dpi option each 0.1 0.05 0.05 0.05 400 dpi option each 0.2 0.1 0.1 0.1 35mm Microfilm (grayscale) 200 dpi Various Sizes image 0.1 0.05 0.05 04 300 dpi option each 0.02 0.of 0.01 0.01 400 dpi option each 0.05 0.02 0.02 0.02 (color) 200 dpi Various Sizes image 0.45 0.35 0.35 0.35 300 dpi option each 0,1 0,05 0,05 0,05 400 dpi option each 0.2 0.1 0.1 0.1 16mm Microfiche: (grayscale) 200 dpi: Jacketed Fiche image 0,04 0.025 0.025 0,02 COM Fiche image 0-08 0.03 0-03 0.025 Micro size image 0.08 0.03 0.03 0.025 300 dpi option each 0.01 0.01 a 01 0.01 400 dpi option each 0.02 0.02 0.02 0.02 Minimum Charge per fiche fiche 1 0.6 0.6 0.5 (Color) 200 dpi: Jacketed Fiche image 0.4 0.25 0.25 0.2 COM Fiche image 0,8 0.3 0.3 0.25 Micro size image 0.8 0.3 0.3 025 300 dpi option each 0.1 0.1 0.1 0.1 400 dpi option each 0.2 02 0.2 0.2 Minimum Charge per fiche fiche 1.2 0.45 0.45 0.375 35mm Microfiche: (grayscale) 200 dpi Jacketed Fiche image 0.04 0.025 0.025 0.02 Mixed 16mm and 35mm upcharge fiche 0.08 0.03 a 03 0 025 Minimum Charge per fiche fiche 0 08 0 03 0 03 0 025 300 dpi option each 0.01 0,01 0.01 0.01 400 dpi option each 0,02 0,02 0,02 0,02 (Color) 200 dpi Jacketed Fiche image 0.6 0.375 0.375 0.3 Mixed 15mm and 35mm.upcharge fiche 1 2 0.45 0..45 0.375 Minimum Charge per fiche fiche 1.2 045 0.45 0.375 300 dpi option each 0.15 0,15 0.15 0.15 400 dpi option each 0 31 0.3 0.31 0.3 35mm Aperture Cards: (grayscale) 200 dpi card 1 0.65 a 55 0.45 300 dpi option card 0.25 0.25 0.25 0.25 400 dpi option card 0.5 a 5 0.5 0.5 Sizes in 4-up mode carved to 4 separate images card 0.5 a 5 0.5 0,5 (Color) 200 dpi card 2 1.3 1.1 0.9 300 dpi option card 0 5 0 5 0 5 0 5 400.dpi option card 1 1 1 1 Sizes in 4-up mode carved to 4 separate images card 0,5 0.5 0.5 0,5 C.Miscellaneous Imaging Services: Auditing to determine no missed or cropped images image a 005 0.003 0.003 0.003 Random inspection image a 015 0.007 0.007 0.007 Inspect each image image 0.015 0.007 0.007 0.007 Image Clean-up image 0.07 0.05 0.05 0.05 Border Erasure image 0.07 0.05 0.05 0.05 Image Redacting redaction 0.07 0.05 a 05 a 05 Optical Character Recognition image 0.015 0.01 0.01 0.01 OCR Clean-up I hourl 351 351 351 35 Not Evaluated but will be part of contract if so awarded existing paper and soft image files. Please include per increment values for the City's use in estimating expenses,i.e. Miscellaneous Services: Description UfM Unit Price(Mandatory) A. Archiving: Archive Writing(Conversion of TIFF images to Film)15mm image 0.04 0.035 0.03 0.025 Archive Writing(Conversion of TIFF images to Film)35mm image 0 3 0.25 0.2 0.15 Microfiche Conversion per image image 0.07 0.06 0.05 a 03 B. Misc.Imaging Services: "Special Circumstances"Pick-up and Delivery of documents to be converted first 15 miles trip 50 "Special Circumstances"Pick-up and Delivery of documents additional miles mile 0.46 C On.Site Scanning Services day 550 Media Conversion Services ProRes Spec Beta SIP per min 2 CD per min 0 1 Mini DV per min 2 VHS per min 2 Cassette Audio Conversion per min 1 5 D. 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Entire Agreement. This Contract comprises the entire the Contractor payments on "hold" for all incoming invoices agreement between the City of Seattle (Seattle) and the while the City determines which are authorized items eligible Contractor. The Contract is defined to explicitly include the for payment, and/or refuse certain invoices that contain non- City's Purchase Order/Vendor or Blanket Contract,the City's authorized items. Solicitation and all Addendums and Vendor's Offer. Where there are conflicts between these documents, the controlling 6. Adjustments: The City Buyer at any time may make documents will be in that same sequence,with the first taking reasonable changes in the place of delivery, installation or priority over the last listed. inspection; the method of shipment or packing; labeling and identification; extension of contract duration, and ancillary 2. Mutual Acceptance: This Contract has been accepted by matters that Contractor may accommodate without both parties upon signature by the City of Seattle. The substantial additional expense to the City. Contractor may provide an adjoining signature, or may indicate mutual acceptance by receiving the Contract from 7. Changes and Expansion Authority: No modification of this the City without objection. If the Contractor objects, the Contract shall be effective unless in writing and signed by an Contractor must provide immediate written notice to the City authorized representative of the City. The only person Purchasing Department upon receipt of the Contract. authorized to make amendments on behalf of the City is the designated Buyer from City Purchasing, Department of 3. Term: Any term specified in the solicitation or specification Finance and Administrative Services. . The City Buyer shall shall prevail. Should this be a one-time purchase, the issue change notices to Contractor, and such notices shall Contract shall commence on the date the City's Buyer signs take be considered to take effect and be mutually acceptable, the same and shall expire sixty (60) days after delivery and upon sole signature of the City Buyer, unless timely written acceptance of last item. If a Contract award, this contract objection is received from the Contractor.. shall be for the term specified in the solicitation, and if not specified shall be five years, with one two-year extension 8. Contract Expansion: This contract may be expanded as allowed at the option of the City. Such extensions shall be mutually agreed, if such expansion is approved by the City automatic, and shall go into effect without written Buyer. Expansions must be issued in writing from the City confirmation, unless the City provides advance notice of the Buyer in a formal notice. The Buyer will ensure the expansion intention to not renew. The Contractor may provide also meets the following criteria collectively: (a) it could not be provide a notice to not extend, but must provide such notice separately bid, (b) the change is for a reasonable purpose, at least 45 days prior to the otherwise automatic renewal (c)the change was not reasonably known to either the City or date. Contractors at time of bid or else was mentioned as a possibility in the bid (such as a change in environmental 4. Schedule: Unless the City Buyer issues a written change, regulation or other law); (d) the change is not significant Contractor shall deliver the items or render the services by enough to be reasonably regarded as an independent body the due date or delivery schedule stated on the Contract. At of work; (e) the change could not have attracted a different the City's option, Contractor's failure to timely deliver or to field of competition; and (f) the change does not vary the perform may require expedited shipping at Contractor's essential identity or main purpose of the contract. The Buyer expense,or may be cause for termination of the Contract and shall make this determination, and may make exceptions for the return of all or part of the items at Contractor's expense. immaterial changes, emergency or sole source conditions,or If Contractor anticipates difficulty in meeting the schedule,the for other situations as required in the opinion of the Buyer. Contractor shall promptly notify the City's Buyer of such Note that certain changes are not considered an expansion difficulty and the length of the anticipated delay. of scope, including an increase in quantities ordered, the exercise of options and alternates in the bid, or ordering of 5. Limits of Sales to Authorized Products and Services: work originally identified within the originating solicitation. If Contractor has responsibility to limit sales to those products such changes are approved, changes are conducted as a or services authorized within the Contract, whether written order issued by the City Purchasing Buyer in writing authorized by changes and amendments or stated within the to the Contractor. original contract scope. The Contractor is responsible for refusing orders that are not properly authorized by the 9. Invoices: Invoices must show line item detail and price for contract or through other proper Purchase Orders issued by each. Invoices must provide the name of the City employee authorized persons from the City. If the Contractor has that placed the order, and the Contract number.An invoice is consistent sales of unauthorized products or services, the considered received when it is date-stamped as received by City reserves the right to use any of the following: terminate the office of the recipient who is designated within this the contract in accordance with termination provisions, place contract. If the invoice is not date-stamped or otherwise Revised 3/8/18 STANDARD TERMS&CONDITIONS Page 1 of 19 marked as received by a department,the date of the invoice Legal Fees:In any action brought to collect interest due under will be considered the date the invoice is received. this Section, the prevailing party is entitled to an award of reasonable attorney fees. If the pricing structure is based upon a discount below list,or a mark-up above cost, then the Contractor must provide a method for tracking the cost of the item to the City, with the 12. Overages/Underage: Shipments shall match the purchase City discount calculation displayed so that pricing discounts order, any unauthorized advance or excess shipments are can be easily tracked and verified by the City. Seattle will not returnable at Contractors expense. The City is not obligated be bound by prices contained in an invoice that are higher to return overages and will not pay for overages. than those in the contract. Unless the higher price has been accepted by the City and the contract amended, the invoice 13. Taxes, Fees and Licenses. may be rejected and returned to the Contractor for Fees and Licenses: Contractor shall pay for and maintain in corrections. a current status, any license fees, assessments, permit For contracts where prevailing wages are required, the charges, etc.,which are necessary for contract performance. Contractor must include a statement that certifies Prevailing It is the Contractor's sole responsibility to monitor and Wages have been paid by the Contractor and subcontractors, determine any changes or the enactment of any subsequent if any. requirements for said fees, assessments, or charges and to immediately comply with said changes during the entire term 10. Delayed Invoice Submittal: Invoices must be submitted to of this Contract. Contractor must pay all custom duties, the City within 60 days, of either the date the City received, inspected and accepted delivery of all goods, the date the brokerage or import fees where applicable as part of the City accepted final completion of all services, or the date of contract price. Contractor shall take all necessary actions to receipt of a correct invoice,whichever date is later. ensure that materials or equipment purchased are expedited through customs. 11. Payment/Payment Procedures: Seattle agrees to compensate as specified herein or attached, in consideration Taxes: Where required by State statute, ordinance or of acceptable Contractor performance and a properly regulation, Contractor shall pay for and maintain in current completed and received invoice as specified in item 9 above. status all taxes that are necessary for contract performance. Payment shall only be made for services performed and/or Unless otherwise indicated, Seattle agrees to pay State of product delivered, after receipt, review, and authorization by Washington sales or use taxes on all applicable consumer the City. Payment periods will be computed from the date of services and materials purchased. No charge by the receipt of a correct invoice. If the City is unable to pay within Contractor shall be made for federal excise taxes and Seattle the period allowed for early payment discount, the payment agrees to furnish Contractor with an exemption certificate term will revert to net thirty (30) days after the City's receipt where appropriate. of the invoice and acceptance of the goods or completion and acceptance of the services. A payment is considered made Withholding payment for taxes/business license fees due the on the day it is mailed or is available. This section is not City of Seattle: If specified by Seattle Municipal Code the intended to restrict partial payments that are specified in the Director of the Department of Finance and Administrative contract. All dollars referenced in this Contract and Services may withhold payment due a City contractor attachments are US Dollars. pending satisfactory resolution of unpaid taxes and fees due the City. Disputed Items: The City may withhold payment for disputed items. Disputed items include, but are not restricted to, Supplier is to calculate and enter the appropriate Washington improperly prepared invoices, lack of appropriate supporting State and local sales tax on the invoice. Tax is to be documentation, unapproved staff or staff rates on the invoice, computed on new items after deduction of any trade-in, in and unsatisfactory work product or services. The City will accordance with WAC 458-20-247. promptly notify the Vendor in writing, outlining the disputed items,the amount withheld and actions the Vendor must take Rebate: The total rebate due to the City shall be paid in to resolve the disputed items. The City default is to delay check to the City of Seattle, Department of Finance and payment until a revised invoice is submitted and approved. Administrative Services (FAS), Attn: Accounting — However, the Vendor may request partial payment for the Purchasing Rebates, PO Box 94689, Seattle WA 98124- 4689. Send a"copy"of the rebate check with any supporting approved amounts, if the unapproved amount represents a documents to PO Box 94687, Seattle WA 98124-4687. small share of the total invoice.The City shall pay the revised invoice within thirty(30)calendar days of receipt. If the vendor agrees to Interlocal Agreement Sales on the Offer Form, sales conducted within this contract authority to Revised 3/8/18 STANDARD TERMS&CONDITIONS Page 2 of 19 other jurisdictions shall also incur the rebate which shall be City may likewise initiate a request to the Contractor for price calculated and paid to the City of Seattle, unless the City reductions, subject to mutual agreement of the Contractor. instructs the vendor otherwise through written notice. For the first year, rebates will be made for total payments made to the Requests for Price Increases: Requests that increase costs Vendor under this Contract,starting from the date of Contract to the City must be delivered to the City Purchasing Buyer in award to June 30. For every year thereafter,the rebates will accordance to the rules below. No other employee may be made for total payments made to the Vendor for the period accept a rate increase request on behalf of the City. Any starting from July 1 of each year to June 30 of the following invoice that is sent to the City with pricing above that specified year, by the City in writing within this Contract or specified within an official written change issued by City Purchasing to this Vendor shall track payments made by other Agencies utilizing contract, shall be invalid. Payment of an erroneous invoice this Contract via Inter-local Agreement. The City will provide does not constitute acceptance of the erroneous pricing, and the Vendor with a report showing the City's payments to the the City would seek reimbursement of the overpayment or Vendor for the appropriate time period. Rebates will be due would withhold such overpayment from future invoices. 30 days from Vendor's receipt of the City's report. A. Discount from Manufacturer List Pricing: The City All monies spent between the City and the vendor are part of will not accept requests to change discount rates below the rebate calculation, unless the vendor can clearly Manufacturer List prices or mark-up above wholesale, differentiate a spend category or separate contract that is not except for those that are more favorable to the City than associated with the contract. It the Vendor's records conflict the original contract. As manufacturer list prices change, with the City's reports, Vendor shall contact the buyer and the net price to the City will automatically change in the provide supporting documentation which shall consist of same percentage as the discount rate to the City. a report showing the 1) City Ordering Department/ Other Public Agency using this contract 2) Invoice B. One-time Purchase Order Prices: For a one-time Number, 3) Date of Invoice, 4) Dollar Amount purchase, pricing shall be firm and fixed for that "excluding" tax, 5) Any other relevant information. This purchase, and shall not be subject to requests for price report should also show all credits and returns made by the increases by the Contractor. With this said, the City Departments. Contractor may submit requests to reduce and decrease the price. If the rebate is late, the City reserves the right to "hold" all future invoice payments until the rebate has been issued, or C. Hourly Rates or Service Pricing: For multi-year to withhold the rebate amount from the next invoice payment contracts that provide services. The Contractor may due to the vendor. submit a price reduction that implements a lower and more favorable cost to the City at anytime during the 14. Pricing: Pricing reflects the following Terms.. These are in contract. Contractor requests for rate increases must be addition to annual Prevailing Wage adjustments if required. no sooner than two years after contract signature, are at The Buyer may exempt these requirements for extraordinary the discretion of the Buyer; and must be: conditions that could not have been known by either party at 1. The direct result of increases to wage rates and do not the time of bid or other circumstances beyond the control of exceed the U.S. Dept.of Labor Consumer Price Index both parties, as determined in the opinion of the Buyer. Such (CPI)for All Urban Consumers Seattle-Tacoma- changes (whether increases or decreases) may only be Bellevue or other appropriate service rate index issued by the City Purchasing Buyer(Department of Finance agreed upon between the Buyer and the Contractor. and Administrative Services). No other individual or City A link to the CPI Data is available at Department is authorized to approve such modifications. http://www.seattle.gov/financeder)artment/cr)i/historic Changes shall be issued in writing by the City Purchasing al.htm. Buyer. Absent a written contract document, such changes 2. Calculated over the previous 12-month period. shall not be considered effective. The Change Order shall 3. Not produce a higher profit margin than that on the not require joint signature, and implies concurrence unless original contract. the Contractor rejects in writing immediately upon receipt of 4. Clearly identify the service titles and the hours of such a Change Order. service performed if specified within the contract and the before and after wage rates for such titles. Requests for Price Decreases: Contractors can offer 5. Be filed with Buyer a minimum of 90 calendar days greater discounts or lower prices at any time when a specific before the effective date of proposed increase. order is placed or when a long-term change in costs allows 6. Be accompanied by detailed documentation the Contractor to offer a permanent change to the contract acceptable to the Buyer sufficient to warrant the prices. Requests that reduce pricing charged to the City may increase. be delivered to the City Purchasing Buyer at any time during 7. The Adjustment (if any) shall remain firm and fixed the contract period. Such price reductions should use the for at least 365 days after the effective date of the same pricing structure as the original contract (i.e. discounts adjustment. below list, mark-up above, fixed price, or hourly rates). The Revised 3/8/18 STANDARD TERMS&CONDITIONS Page 3 of 19 8. Should not deviate from the original contract pricing Non-Stocked Items: Item(s)may be returned if new, scheme/methodology unused, in original packaging and shipped back within 30 days of receipt. The Contractor may D. Fixed Product Pricing: For contracts that provide on- charge the customer reasonable expenses incurred going, multiple year supply of products, the Contractor up until the date of cancellation, expenses that may submit notice of a price reduction that provides could not be reasonably avoided or offset by the lower prices to the City, at any time during the contract. Contractor. In no event will the charge exceed 1 OW Requests by the Contractor to increase pricing shall be of the total cost of the order. no sooner than two years after the execution of the contract,are at the discretion of the Buyer;and must also Non-Standard Items: Items that are custom be: engineered and fabricated to design specifications 1. The direct result of increases at the manufacturer's may be returned under the terms negotiated or supplier's level). between the parties upon request of the City. 2. Incurred one(1)year after contract commencement Failure to perform: If Contractor has presented a date. particular product as suitable and fit for the purpose 3. Not produce a higher profit margin than that on the described by the City herein or upon order by the original contract. City, and the product fails to perform as advised 4. Clearly identify the items impacted by the increase. and/or specified, that shall be defined as a 5. Be filed with Buyer a minimum of 90 calendar days Contractor error. No restocking charge shall be before the effective date of proposed increase. charged to the City. Further, if such fitness could 6. Be accompanied by detailed documentation not have been determined until the product had acceptable to the Buyer sufficient to warrant the been in use,the City may return the product opened increase. and used within 30 days of receipt without penalty 7. The United States published indices such as the The or charges due to the City. U.S. Dept. Of Labor Consumer Price Index (CPI), Producer Price Index (PPI) or other data may be referenced to help substantiate the Contractor's 17. Idling Prohibited (Delivery Services): Vehicles and/or documentation. diesel fuel trucks shall not idle at the time and location of the 8. The Adjustment (if any) shall remain firm and fixed delivery to the City for more than five minutes. The City for at least 365 days after the effective date of the requires Contractors to utilize practices that reduce fuel adjustment. consumption and emission discharge, including turning off 9. Should not deviate from the original contract pricing trucks and vehicles during delivery of products to the City. scheme/methodology. Exceptions to this requirement include when a vehicle is making deliveries and associated power is necessary; when Seattle will not be bound by prices contained in an invoice the engine is used to provide power in another device, and if that are higher than those in the contract. Unless the required for proper warm-up and cool-down of the engine. higher price has been accepted by the City and the Specific examples include"bucket"trucks that allow a worker contract amended, the invoice may be rejected and to reach wires on telephone poles or tree branches for returned to the Vendor for corrections trimming; and vehicles with a lift on the back of a truck to move products in and out of the truck. The City of Seattle has a commitment to reduction of unnecessary fuel emissions. 15. Catalogue and Manufacturer List Pricing: Upon City The City intends to improve air quality by reducing request, the Contractor shall provide access to the unnecessary air pollution from idling vehicles. Limiting car "Manufacturer's Current Price List" in electronic and/or paper and truck idling supports cleaner air, healthier work format. Such requests may be for current catalogue pricing environments, the efficient use of city resources,the public's or for past catalogue that are within the term of the contract. enjoyment of City properties and programs, conservation of natural resources, and good stewardship practices. 16. Order Cancellation - Returns and Restocking: Unless 18. Travel and Direct Charges: If the specifications or scope of specified otherwise in the Solicitation the following shall work for this purchase have specifically identified travel apply: and/or direct costs that the City intends to reimburse,then the • Contractor Error: No restocking charge for items following requirements shall apply. All such expenses must ordered due to Contractor error. Contractor pays all shipping costs. be pre-approved in writing by the Project Manager. If the specifications and scope of work do not clearly identify such • Stocked Items: No restocking fee applies if new, costs for compensation,than no compensation will be given. unused, in original packaging and shipped back within 30 days of receipt by the City. Customer pays City will reimburse the Contractor at actual cost for the shipping cost. expenditures that are pre-approved by the City in writing and are necessary and directly applicable to the work Revised 3/8/18 STANDARD TERMS&CONDITIONS Page 4 of 19 required by this Contract provided that similar direct for long distances traveled shall not be more than an project costs related to the contracts of other clients are equivalent trip round-trip airfare on a commercial airline consistently accounted for in a like manner. Such direct for a coach or economy class ticket. project costs may not be charged as part of overhead expenses. Direct charges may include, but are not Rental Car: Rental car expenses will be reimbursed at limited to the following items: travel, printing, long the actual cost of the rental. Rental car receipts are distance telephone, supplies, computer charges, and required for all rental car expenses. The City will fees of subconsultants or subcontractors. reimburse for a standard car of a mid-size class or less. The City will not reimburse for ancillary expenses • The billing for third party direct expenses specifically charged to the car rental (e.g. GPS unit). identifiable with this project shall be an itemized listing of the charges supported by copies of the original bills, Miscellaneous Travel (e.g. parking, rental car gas,taxi, invoices, receipts, subconsultant/subcontractor paid shuttle, toll fees, ferry fees, etc.): Miscellaneous travel invoices, and other supporting documents used by the expenses will be reimbursed at the actual cost incurred. Contractor to generate invoice(s)to the City. The original Receipts are required for each expense of $10.00 or supporting documents shall be available to the City for more. inspection upon request. All third party charges must be Miscellaneous other business expenses Other necessary for the services provided under this Contract. miscellaneous third party business expenses if allowed by this contract (e.g. printing, photo development, • The City will reimburse the actual cost for travel binding, courier, etc): will be reimbursed at the actual expenses incurred as evidenced by copies of receipts cost incurred and may not include a mark up. Receipts (excluding meals) supporting such travel expenses, and are required for all third party miscellaneous expenses in accordance with the City of Seattle Travel Policy, that are billed. details of which can be provided upon request. • Subcontractor: Subcontractor expenses if allowed by • Airfare: Airfare will be reimbursed at the actual cost of this contract will be reimbursed at the actual cost the airline ticket. The City will reimburse for Economy or incurred and may not include a mark up. Copies of all Coach class fare only. Receipts detailing each airfare subcontractor invoices that are rebilled to the City are are required. Unusual itineraries or multi-leg trips shall required. be prorated to the business requirements of this contact at the sole discretion of the City. 19. Delivery Time: Except when instructed otherwise, delivery • Meals: Meals will be reimbursed at the Federal Per must be made during normal working hours and within Diem daily meal rate (excluding the "Incidental"portion timeframes proposed by Contractor herein and as accepted of the published CONUS Federal M&1 Rate)for the city by Seattle. Failure to comply may subject Contractor to non- in which the work is performed (the current Federal Per delivery assessment charges and/or damages as Diem daily meal rate used by the City for reimbursement appropriate. Seattle reserves the right to refuse shipment will be provided upon request). Receipts are not when delivered before or after normal working hours. required as documentation. The invoice shall state"the Contractor shall verify specific working hours of offices and meals are being billed at the Federal Per Diem daily meal rate", and shall detail how many of each meal is being so instruct carrier(s)to deliver accordingly. The acceptance billed (e.g. the number of breakfasts, lunches, and by Seattle of late performance without objection or dinners). The City will not reimburse for alcohol at any reservation shall not waive the right of Seattle to claim time. damages for such breach,nor preclude Seattle from pursuing any other remedy provided herein, including termination, nor • Lodging: Lodging will be reimbursed at actual cost constitute a waiver of the requirements for the timely incurred up to a maximum of the published Runzheimer Cost Index forthe city in which the work is performed(the performance of any obligation remaining to be performed by current maximum allowed reimbursement amount can Contractor. be provided upon request). Receipts detailing each day /night lodging are required. The City will not reimburse 20. Title, Risk of Loss, Freight, Overages or Underages: for ancillary expenses charged to the room (e.g. movies, Contractor warrants that he/she has properly produced, laundry, mini bar, refreshment center, fitness center, stored, packaged, boxed and shipped the products and sundry items, etc.) goods for delivery, at Contractor's expense. No charges will be allowed for handling that includes but is not limited to • Vehicle Mileage: Vehicle mileage will be reimbursed at packing, wrapping, bags, containers, or reels, unless the Federal Internal Revenue Service Standard otherwise stated herein. All deliveries are to be made to the Business Mileage Rate in affect at the time the mileage applicable delivery location in accordance with Interstate expense is incurred. Documentation of mileage incurred Commerce Commission rules or as indicated in Purchase is required. Please note: payment for mileage incurred Order. When applicable, Contractor shall take necessary Revised 3/8/18 STANDARD TERMS&CONDITIONS Page 5 of 19 actions to safeguard items during inclement weather.Title of goods received under this contract shall remain with the 27. Independent Contractor: It is the intention and Contractor until they are delivered, inspected and accepted understanding of the Parties that Contractor shall be an at the address specified, at which time title passes to Seattle. independent contractor and that Seattle shall be neither liable Regardless of FOB point, Contractor agrees to bear all risks for nor obligated to pay sick leave, vacation pay or any other of loss, injury, or destruction of goods and materials ordered benefit of employment, nor to pay any social security or other herein which occur prior to delivery, inspection and tax that may arise as an incident of employment. The acceptance by Seattle. Such loss, injury, or destruction shall Contractor shall pay all income and other taxes as due. not release Contractor from any obligations under. Prices Industrial or other insurance that is purchased for the benefit include freight prepaid. Contractor assumes the risk of every of the Contractor shall not be deemed to convert this Contract increase, and receives the benefit of every decrease, in to an employment contract. It is recognized that Contractor delivery rates and charges. Shipments shall correspond with may or will be performing work during the term for other the Contract; any unauthorized advance or excess shipment parties and that Seattle is not the exclusive user of the is returnable at Contractor's expense. services that Contractor provides. 21. Identification: All invoices, packing slips, packages, 28. Inspection: Work shall be subject,at all times,to inspection instruction manuals, correspondence, shipping notices, by and with approval of Seattle, but the making (or failure or shipping containers, and other written documents affecting delay in making)such inspection or approval shall not relieve this contract shall be identified by the applicable purchase Contractor of responsibility for performance of the Work in accordance with this Contract, notwithstanding Seattle's order number. Packing lists shall be enclosed with each knowledge of defective or noncomplying performance, its shipment, indicating the contents therein. substantiality or the ease of its discovery. Contractor shall provide sufficient, safe, and proper facilities and equipment 22. Rejection of Goods: Goods shall not be deemed accepted for such inspection and free access to such facilities. until he City completes receipt, inspection and acceptance. 29 Performance: Acceptance by Seattle of unsatisfactory The City may reject goods upon notice to the Contractor performance with or without objection or reservation shall not without the requirement to specify the reason(s)for rejection. waive the right to claim damage for breach, or terminate the The City can return non-conforming goods, require contract, nor constitute a waiver of requirements for Contractor to replace non-conforming goods, or require satisfactory performance of any obligation remaining to be Contractor to repair non-confirming goods to meet performed by Contractor. requirements, at the Contractor cost. 30. Affirmative Efforts: 23. Liens: Contractor warrants all products are free and clear of ■ Employment Actions: Contractor shall not discriminate liens. against any employee or applicant for employment because of race, color, age, sex, marital status, sexual orientation, gender identity, political ideology, creed, 24. Contract Notices: Contract notices shall be delivered to the religion, ancestry, national origin, honorably discharged Buyer at the addresses specified in the solicitation and to the veteran or military status or the presence of any sensory, Vendor using the Vendor contact and address information mental or physical handicap, unless based upon a bona specified in the Vendor's bid response, unless the Vendor fide occupational qualification. Contractor shall designates in writing other contact information for such affirmatively try to ensure applicants are employed, and employees are treated during employment, without Notices. regard to race, color, age, sex, marital status, sexual orientation, gender identify, political ideology, creed, 25. Representations: Contractor represents and warrants that religion, ancestry, national origin, honorably discharged it has the requisite training,skill and experience necessary to veteran or military status or the presence of any sensory, provide Work and is appropriately accredited and licensed by mental or physical handicap. Such efforts include, but all applicable agencies and governmental entities. are not limited to: employment, upgrading, demotion, transfer, recruitment, layoff, termination, rates of pay or 26. Warranties: Contractor warrants that all materials, other compensation, and training. equipment,and/or services provided under this Contract shall be fit for the purpose(s) for which intended, for ■ In accordance with Seattle Municipal Code Chapter merchantability, are properly packaged, proper instructions 20.42, Contractor shall actively solicit the employment and warnings are supplied, that all goods comply with and subcontracting of women and minority group applicable safety and health standards,that an MSDS Sheet members when there are commercially useful purposes is supplied as required by law, and that products or services for fulfilling the scope of work. conform to the requirements and specifications herein. Acceptance of any service and inspection incidental thereto ■ by Seattle shall not alter or affect the obligations of the In the event Subcontracting is considered appropriate Contractor or the rights of Seattle. and feasible to contract performance, the Contractor Revised 3/8/18 STANDARD TERMS&CONDITIONS Page 6 of 19 shall develop a Subcontracting Plan, which also may be comply with the obligations, requirements and terms and referred to as an Outreach Plan. The Subcontracting conditions of the subcontract, except for Equal Benefit (Outreach)Plan shall specify the Contractor's affirmative provisions. Seattle's consent to subcontract shall not release efforts and an agreement to the City for subcontracting to women and minority businesses, and/or diverse the Contractor from liability under this Contract, or from any employment. The Subcontracting (Outreach) Plan, as obligation to be performed under this Contract, whether submitted and/or as agreed upon with the City thereafter, occurring before or after such consent to subcontract. shall be incorporated as a material part of the Contract. In preparing the Subcontracting (Outreach) Plan, 33. Key Persons and Subcontractors. Contractor shall not Contractors shall actively solicit qualified, available and transfer, reassign or replace any individual or subcontractor capable women and minority-owned businesses to perform the subcontracting work for the contract. The that is determined to be essential or that has been agreed Contractor shall submit the Subcontracting (Outreach) upon in the Contractor's Subcontracting (Outreach) Plan, Plan to the City with the solicitation and/or prior to without express written consent of Seattle. If during the term contract execution.At the request of the City, Contractor of this Contract, any such individual leaves the Contractor's shall promptly furnish evidence of the Contractor's employment or any named subcontract is terminated for any compliance with these requirements,which may include reason, Contractor shall notify Seattle and seek approval for a list of all subcontractors and/or WMBE subcontractors, reassignment or replacement with an alternative individual or and may include a request for copies of the executed agreements between the Contractor and subcontractors, subcontractor. Upon Seattle's request, the Contractor shall invoices and/or performance reports. present to Seattle, one or more subcontractors or individual(s) with greater or equal qualifications as a ■ If upon investigation, the Director of Finance and replacement. Continued achievement of the Subcontracting Administrative Services finds probable cause to believe (Outreach) Plan that was incorporated into this Contract by that the Contractor has failed to comply with the reference, if any, and the associated subcontract awards, requirements of this Section,the Contractor shall notified aspirational goals and efforts, will be one of the in writing. The Director of Finance and Administrative considerations in approval of such changes. Seattle's Services shall give Contractor an opportunity to be heard, after ten calendar days' notice. If, after the approval or disapproval shall not be construed to release the Contractor's opportunity to be heard, the Director of Contractor from its obligations under this Contract. Finance and Administrative Services still finds probable cause, s/he may suspend the Contract and/or withhold 34. Involvement of Current and Former City Employees. If a any funds due or to become due to the Contractor, Contractor has any current or former City employees, official pending compliance by the Contractor with the or volunteer, working or assisting on solicitation of City requirements of this Section. business or on completion of an awarded contract,you must provide written notice to City Purchasing of the current or ■ Any violation of the mandatory requirements of this former City official, employee or volunteer's name. The Section,or a violation of Seattle Municipal Code Chapter Vendor Questionnaire within your bid documents prompts 14.04 (Fair Employment Practices), Chapter 14.10 (Fair you to answer that question. You must continue to update Contracting Practices), Chapter 20.45 (City Contracts— that information to City Purchasing during the full course of Non-Discrimination in Benefits), or other local, state, or the contract. The Vendor is to be aware and familiar with the federal non-discrimination laws, shall be a material of Ethics Code, and educate vendor workers accordingly. contract for which the Contractor may be subject to damages and sanctions provided for by the Contractor 35. Equal Benefits. Contract and by applicable law. In the event the ■ Compliance with SMC Ch.20.45:The Contractor shall Contractor is in violation of this Section shall be subject comply with the requirements of SMC Ch. 20.45 and to debarment from City contracting activities in Equal Benefits Program Rules implementing such accordance with Seattle Municipal Code Section 20.70 requirements, under which the Contractor is obligated (Debarment). to provide the same or equivalent benefits ("equal benefits") to its employees with domestic partners as 31. Assignment: Contractor shall not assign any of its the Contractor provides to its employees with spouses. obligations under this Contract without Seattle's written At Seattle's request, the Contractor shall provide consent, which may be granted or withheld in Seattle's sole complete information and verification of the discretion. Contractor's compliance with SMC Ch.20.45. Failure to cooperate with such a request shall constitute a material breach of this Contract. (For further 32. Subcontracting: Contractor shall not subcontract any of its information about SMC Ch. 20.45 and the Equal obligations under this Contract without Seattle's written Benefits Program Rules call (206) 684-0430 or review consent, which may be granted or withheld in Seattle's sole information at http://www.seattle.aov/city_purchasina discretion. Contractor shall ensure that all subcontractors and-contracting/social-equity/equal-benefits.) Revised 3/8/18 STANDARD TERMS&CONDITIONS Page 7 of 19 City within the ten days,the City may release the documents. ■ Remedies for Violations of SMC Ch. 20.45: Any violation of this section shall be a material breach of The City will not assert an exemption from disclosure on Contract for which the City may: Contractor's behalf. If Contractor believes that its records are a. Require the Contractor to pay actual exempt from disclosure, Contractor is obligated to seek an damages for each day that the Contractor is injunction under RCW 42.56.540. Contractor acknowledges in violation of SMC Ch.20.45 during the term that the City will have no obligation or liability to Contractor if of the Contract; or the records are disclosed. b. Terminate the Contract; or c. Disqualify the Contractor from bidding on or 38. Indemnification: To the extent permitted by law, the being awarded a City contract for a period of Contractor shall protect, defend, indemnify and hold the City up to five (5)years; or harmless from and against all claims, demands, damages, d. Impose such other remedies as specifically costs, actions and causes of actions, liabilities, fines, provided for in SMC Ch. 20.45 and the Equal penalties, judgments, expenses and attorney fees, resulting Benefits Program Rules promulgated there from the injury or death of any person or the damage to or under. destruction of property, or the infringement of any patent, copyright, trademark or trade secret, arising out of the work 36. Publicity: No news release, advertisement, promotional performed or goods provided under this Contract, or the material,tour,or demonstration related to the City's purchase Contractor's violation of any law, ordinance or regulation, or use of the Contractor's product or any work performed contract provision or term, or condition of regulatory pursuant to this Contract shall be produced, distributed or authorization or permit,except for damages resulting from the take place without the prior, specific written approval of the sole negligence of the City. As to the City of Seattle, the City's Project Director or his/her designee. Contractor waives any immunity it may have under RCW Title 51 or any other Worker's Compensation statute. The parties 37. Proprietary and Confidential Information: acknowledge that this waiver has been negotiated by them, The State of Washington's Public Records Act and that the contract price reflects this negotiation. (Release/Disclosure of Public Records) Under Washington State Law (reference RCW Chapter 42.56, the Public 39. Insurance: Unless specified otherwise, the following is in Records Act) all materials received or created by the City of effect. Contractor shall maintain at its own expense at all Seattle are considered public records. These records include times during the term of this Contract the following insurance but are not limited to bid or proposal submittals, agreement with limits of liability consistent with those generally carried documents, contract work product, or other bid material. by similarly situated enterprise: The State of Washington's Public Records Act requires that 1. Minimum Coverages and Limits of Liability. public records must be promptly disclosed by the City upon Contractor shall at all times during the term of this request unless that RCW or another Washington State Agreement maintain continuously, at its own statute specifically exempts records from disclosure. expense,minimum insurance coverage's and limits Exemptions are narrow and explicit and are listed in of liability as specified below: Washington State Law (Reference RCW 42.56 and RCW 19.108). A. Commercial General Liability (CGL) insurance, including: As mentioned above, all City of Seattle offices("the City")are -Premises/Operations required to promptly make public records available upon -Products/Completed Operations request. However, under Washington State Law some -Personal/Advertising Injury records or portions of records may be considered legally -Contractual exempt from disclosure. A list and description of records -Independent Contractors identified as exempt by the Public Records Act can be found -Stop Gap/Employers Liability in RCW 42.56 and RCW 19.108. With minimum limits of liability of$1,000,000 each If the City receives a public disclosure request for any records occurrence combined single limit bodily injury and or parts of records that Contractor has properly and property damage("CSL"), except: specifically listed on the City Non-Disclosure Request Form (Form) submitted with Contractor's bid/proposal, or records $1,000,000 Personal/Advertising Injury that have been specifically identified in this contract, the City $1,000,000 each/disease/employee Stop will notify Contractor in writing of the request and will Gap/Employer's Liability postpone disclosure. While it is not a legal obligation, the City, as a courtesy, will allow Contractor up to ten business B. Automobile Liability insurance, including days to obtain and serve the City with a court injunction to coverage for owned, non-owned, leased or prevent the City from releasing the records (reference RCW hired vehicles with a minimum limit of liability 42.56.540). If you fail to obtain a Court order and serve the of$1,000,000 CSL. Revised 3/8/18 STANDARD TERMS&CONDITIONS Page 8 of 19 C. Worker's Compensation for industrial injury shall ensure that such inspection, audit and copying right of to Contractor's employees in accordance Seattle and Agency is a condition of any subcontract, with the provisions of Title 51 of the Revised agreement or other arrangement under which any other Code of Washington. person or entity is permitted to perform work under this 2. Seattle as Additional Insured. The City of Seattle Contract. Also see Federal provisions for federal access shall be included as an additional insured under when this contract is paid in part or in whole by federal fund CGL and Automobile Liability insurance for primary sources. and non-contributory limits of liability. 3. No Limitation of Liability. The limits of insurance 41. Contractual Relationship: The relationship of Contractor to coverage specified herein in subparagraph 1A are Seattle by reason of this Contract shall be that of an minimum limits of insurance coverage only and independent contractor. This Contract does not authorize shall not be deemed to limit the liability of Vendor's Contractor to act as the agent or legal representative of insurer except as respects the stated limit of liability Seattle for any purpose whatsoever. Contractor is not of each policy. Where required to be an additional granted any express or implied right or authority to assume insured, the City of Seattle shall be so for the full or create any obligation or responsibility on behalf of or in the limits of insurance coverage required by Vendor, name of Seattle or to bind Seattle in any manner or thing whether such limits are primary,excess,contingent or otherwise. Any limitations of insurance liability whatsoever. shall have no effect on Vendor's obligation to indemnify the City. 42. Supervision and Coordination: Contractor shall: • Competently and efficiently, supervise and direct the 4. Minimum Security Requirement. All insurers must implementation and completion of all contract be rated A-VII or higher in the current A.M. Best's requirements specified herein. Key Rating Guide and licensed to do business in the State of Washington unless coverage is issued Designate in its bid or proposal to Seattle, a as surplus lines by a Washington Surplus lines representatives) with the authority to legally commit broker. Contractor's firm. All communications given or received from the Contractor's representative shall be binding on 5. Self-Insurance. Any self-insured retention not the Contractor. fronted by an insurer must be disclosed. Any Promote and offer to City of Seattle employees only defense costs or claim payments falling within a self-insured retention shall be the responsibility of those materials, equipment and/or services as stated Contractor. herein and allowed for by contractual requirements. Violation of this condition will be grounds for contract 6. Evidence of Coverage. Prior to performance of any termination. scope of work,Contractor shall provide certification of insurance acceptable to the City evidencing the 43. Compliance with Law: minimum coverage's and limits of liability and other General Requirement: The Contractor, at its sole cost requirements specified herein. Such certification and expense, shall perform and comply with all must include a copy of the policy provision applicable laws of the United States and the State of documenting that the City of Seattle is an additional Washington; the Charter, Municipal Code, and insured for commercial general liability insurance ordinances of The City of Seattle; and rules, regulations, on a primary and non-contributory basis. orders, and directives of their respective administrative agencies and officers. 40. Audit:Upon request,Contractor shall permit Seattle,and any Licenses and Similar Authorizations: The Contractor,at other governmental agency involved in the funding of the no expense to the City, shall secure and maintain in full Work("Agency'),to inspect and audit all pertinent books and force and effect during the term of this Contract all records of Contractor, any subcontractor,or any other person required licenses, permits, and similar legal or entity that performed work in connection with or related to authorizations,and comply with all related requirements. the Work, at any and all times deemed necessary by Seattle or Agency, including up to six years after the final payment or Taxes: The Contractor shall pay, before delinquency, release of withheld amounts has been made under this all taxes, import duties, levies, and assessments arising from its activities and undertakings under this Contract; Contract. Such inspection and audit shall occur in King taxes levied on its property, equipment and County, Washington or other such reasonable location as improvements; and taxes on the Contractor's interest in Seattle or Agency selects. The Contractor shall supply this Contract. Seattle with, or shall permit Seattle to make, a copy of any books and records and any portion thereof. The Contractor Revised 3/8/18 STANDARD TERMS&CONDITIONS Page 9 of 19 44. No Gifts or Gratuities: Contractor shall not directly or reports, documents, files, input materials, output materials, indirectly offer anything of value (such as retainers, loans, the media upon which they are located (including cards, entertainment, favors, gifts, tickets, trips, favors, bonuses, tapes, discs and other storage facilities), software programs or packages (including source code or codes, object codes, donations, special discounts, work or meals) to any City upgrades,revisions,modifications,and any related materials) employee, volunteer or official, that is intended, or may and/or any other related documents or materials developed appear to a reasonable person to be intended, to obtain or solely for and paid for by Seattle in connection with the Work, give special consideration to the Contractor. Promotional shall be promptly delivered to Seattle. items worth less than $25 may be distributed by the Contractor to City employees if the Contractor uses the items Seattle may make and retain copies of such documents for its information and reference in connection with their use on as routine and standard promotions for business. Any the project. The Contractor does not represent or warrant violation of this provision may result in termination of this that such documents are suitable for reuse by Seattle, or Contract. Nothing in this Contract prohibits donations to others, on extensions of the project, or on any other project. campaigns for election to City office, so long as the donation Contractor represents and warrants that it has all necessary is disclosed as required by the election campaign disclosure legal authority to make the assignments and grant the laws of the City and of the State. licenses required by this Section. 47. No personal liability: No officer, agent or authorized 45. Contract Workers with 1,000 Hours:Throughout the life of employee of the City shall be personally responsible for any the Contract, Contractor shall provide written notice to City liability arising under this Contract, whether expressed or Purchasing and the City Project Manager of any contract implied, nor for any statement or representation made herein worker that shall perform more than 1,000 hours of contract or in any connection with this Contract. work for the City within a rolling 12-month period. Such hours include those that the contract worker performs for the 48. Binding Effect: The provisions, covenants and conditions in this Contract apply to bind the parties, their legal heirs, Contract, and any other hours that the worker performs for representatives, successors, and assigns. the City under any other contract. Such workers are subject to the requirements of the City Ethics Code,Seattle Municipal 49. Waiver: No covenant, term or condition or the breach Code 4.16. The Contractor shall advise their Contract thereof shall be deemed waived,except by written consent of workers as applicable. the party against whom the waiver is claimed,and any waiver of the breach of any covenant, term or condition shall not be deemed to be a waiver of any preceding or succeeding 46. Intellectual Property Rights: breach of the same or any other covenant,term or condition. Patents: Contractor hereby assigns to Seattle all rights in Neither the acceptance by Seattle of any performance by the any invention, improvement, or discovery, together with all Contractor after the time the same shall have become due related information, including but not limited to, designs, nor payment to the Contractor for any portion of the Work specifications, data, patent rights and findings developed in shall constitute a waiver by Seattle of the breach or default of connection with the performance of Contract or any any covenant, term or condition unless otherwise this is subcontract hereunder. Notwithstanding the above, the expressly agreed to by Seattle, in writing. The City's failure Contractor does not convey to Seattle, nor does Seattle to insist on performance of any of the terms or conditions obtain, any right to any document or material utilized by herein or to exercise any right or privilege or the City's waiver Contractor that was created or produced separate from this of any breach hereunder shall not thereafter waive any other Contract or was preexisting material (not already owned by Seattle), provided that the Contractor has clearly identified in term,condition,or privilege,whether the same or similar type. writing such material as preexisting prior to commencement 50. Anti-Trust: Seattle maintains that, in actual practice, of the Work. To the extent that preexisting materials are overcharges resulting from antitrust violations are borne by incorporated into the Work, the Contractor grants Seattle an the purchaser. Therefore the Contractor hereby assigns to irrevocable, non-exclusive,fully paid,royalty-free right and/or Seattle any and all claims for such overcharges except license to use, execute, reproduce, display, and transfer the overcharges which result from antitrust violations preexisting material, but only as an inseparable part of the commencing after the price is established under this contract Work. and which are not passed on to Seattle under an escalation clause. Copyrights: For materials and documents prepared by Contractor in connection with Work, Contractor shall retain 51. Applicable Law: This Contract shall be construed under the the copyright(including the right of reuse)whether or not the laws of the State of Washington. The venue for any action Work is completed. Contractor grants to Seattle a non- relating to this Contract shall be in the Superior Court for King exclusive, irrevocable, unlimited, royalty-free license to use County, State of Washington. every document and all other materials prepared by the Contractor for Seattle under this Contract. If requested by 52. Remedies Cumulative: Remedies under this Contract are Seattle, a copy of all drawing, prints, plans, field notes, cumulative; the use of one remedy shall not be taken to Revised 3/8/18 STANDARD TERMS&CONDITIONS Page 10 of 19 exclude or waive the right to use another. under any bankruptcy or insolvency law whether domestic or 53. Captions: The titles of sections, or subsections, are for foreign,or is wound up or liquidated,voluntarily or otherwise. convenience only and do not define or limit the contents. Termination for Gifts or Gratuities: Seattle may terminate this 54. Severability: Any invalidity, in whole or in part, of any Contract by written notice to Contractor if Seattle finds that provision of this Contract shall not affect the validity of any any gratuity in the form of entertainment, a gift, or otherwise, other of its provisions. was offered to or given by the Contractor or any agent 55. Disputes: Seattle and Contractor shall maintain business therefor to any City official, officer or employee, as definedabove. continuity to the extent practical while pursuing disputes.Any dispute or misunderstanding that may arise under this Contract concerning Contractor's performance shall first be Notice: Seattle is not required to provide advance notice of resolved, if mutually agreed to be appropriate, through termination. Notwithstanding, the Buyer may issue a negotiations between the Contractor's Project Manager and termination notice with an effective date later than the Seattle's Project Manager, or if mutually agreed, referred to termination notice itself. In such case, the Contractor shall the City's named representative and the Contractor's senior continue to provide products and services as required by the executive(s). Either party may decline or discontinue such Buyer until the effective date provided in the termination discussions and may then pursue other means to resolve such disputes, or may by mutual agreement pursue other notice. dispute alternatives such as alternate dispute resolution processes. Nothing in this dispute process shall in any way Actions upon Termination: In the event of termination not the mitigate the rights, if any, of either party to terminate the fault of the Contractor, the Contractor shall be paid for the contract in accordance with the termination provisions herein. services properly performed prior to termination, together Notwithstanding above, if Seattle believes in good faith that with any reimbursable expenses then due, but in no event some portion of Work has not been completed satisfactorily, shall such compensation exceed the maximum Seattle may require Contractor to correct such work prior to compensation to be paid under the Contract. The Contractor Seattle payment. In such event, Seattle must clearly and agrees that this payment shall fully and adequately reasonably provide to Contractor an explanation of the compensate the Contractor and all subcontractors for all concern and the remedy that Seattle expects. Seattle may profits, costs, expenses, losses, liabilities, damages, taxes, withhold from any payment that is otherwise due, an amount and charges of any kind whatsoever (whether foreseen or that Seattle in good faith finds to be under dispute, or if the Contractor does not provide a sufficient remedy, Seattle may unforeseen) attributable to the termination of this Contract. retain the amount equal to the cost to Seattle for otherwise Upon termination for any reason,the Contractor shall provide correcting or remedying the work not properly completed. Seattle with the most current design documents, contract documents,writings and other product it has completed to the 56. Termination: date of termination, along with copies of all project-related For Cause: Seattle may terminate this Contract if the correspondence and similar items. Seattle shall have the Contractor is in material breach of any of its terms, and such same rights to use these materials as if termination had not breach has not been corrected to Seattle's reasonable satisfaction in a timely manner. occurred. For City's Convenience: Seattle may terminate this Contract 57. Force Majeure — Suspension and Termination: This in whole or in part,without cause and for any reason including section applies in the event that either party is unable to Seattle's convenience, upon written notice to the Contractor. perform the obligations of this contract because of a Force Majeure event as defined herein, to the extent that the Nonappropriation of Funds: Seattle may terminate this Contract obligations must be suspended in full. A Force Contract at any time without notice due to nonappropriation Majeure event is an event that prohibits performance and is of funds,whether such funds are local,state or federal grants, beyond the control of the party. Such events may include natural or man-made disasters, or an action or decree of a and no such notice shall be required notwithstanding any superior governmental body,which prevents performance. notice requirements that may be agreed upon for other causes of termination. Force Majeure under this Section shall only apply in the event that performance is rendered not possible by either party or Acts of Insolvency: Seattle may terminate this Contract by its agents. Should it be possible to provide partial written notice to Contractor if the Contractor becomes performance that is acceptable to the City under Section #2 (Emergencies or Dias asters), Section#2 below shall instead insolvent, makes a general assignment for the benefit of be in force. creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding Revised 3/8/18 STANDARD TERMS&CONDITIONS Page 11 of 19 Should either party suffer from a Force Majeure event and is services(such as listed prices for items in stock). However, unable to provide performance, such party shall give notice in the event that the City's request results in the Contractor to the remaining party as soon as practical and shall do incurring unavoidable additional costs and causes the everything possible to resume performance. Contractor to increase prices in order to obtain a fair rate of return, the Contractor shall charge the City a price not to Upon receipt of such notice,the party shall be excused from exceed the cost/profit formula found in this Contract. such performance as is affected by the Force Majeure Event for the period of such Event. If such Event affects the delivery 59. Interlocal Cooperation Act: RCW 39.34 allows cooperative date or warranty provisions of this Agreement, such date or purchasing between public agencies, and other political warranty period shall automatically be extended for a period subdivisions. SMC 20.60.100 also allows non profits to use equal to the duration of such Event. these agreements. Such agencies that file an Intergovernmental Cooperative Purchasing Agreement with 58. Major Emergencies or Disasters: The City may undergo the City of Seattle may purchase from Contracts established an emergency or disaster that may require the Contractor to by the City. Unless Contractor declines on the Offer either increase or decrease quantities from normal deliveries, submitted by the Seller to the City, the Contractor agrees to or that may disrupt the Contractor's ability to provide normal sell additional items at the bid prices, terms and conditions, performance. Such events may include, but are not limited to other eligible governmental agencies that have such to, a storm, high wind, earthquake,flood, hazardous material agreements with the City. The City of Seattle accepts no release,and transportation mishap, loss of any utility service, responsibility for the payment of the purchase price by other fire,terrorist activity or any combination of the above. In such governmental agencies. Should the Contractor require events,the following shall apply. additional pricing for such purchases, the Contractor is to name such additional pricing upon Offer to the City. (a) The City shall notify the Contractor that the City is experiencing an emergency or disaster, and will 60. City Debarment: In accordance with SMC Ch. 20.70, the request emergency and priority services from the Director of Finance and Administrative Services or designee Contractor. may debar a Contractor from entering into a Contract with the (b) The City may request that the Contractor provide City or from acting as a subcontractor on any Contract with either increased or decreased quantities from the City for up to five years after determining that any of the traditional orders,or may request Contractor provide following reasons exist: additional products or services. (c) Upon such notice by the City, the Contractor shall 1) Contractor has received overall performance make reasonable efforts to provide the City the evaluations of deficient,inadequate,or substandard materials in the quantities requested and within the performance on three or more City Contracts. schedule specified by the City, adhering to the 2) Contractor failed to comply with City ordinances or conditions in this Section. Contract terms, including but not limited to, (d) The City of Seattle shall be the customer of first ordinance or Contract terms relating to small priority for the Contractor, except where preceded business utilization, discrimination, prevailing wage by State or Federal government mandates. The requirements, equal benefits, or apprentice Contractor shall provide its best and priority efforts utilization. to provide the requested goods and/or services to the City of Seattle in as complete and timely manner 3) Contractor abandoned, surrendered, or failed to as possible. Such efforts by the Contractor are not complete or to perform work on or in connection with to be diminished as a result of Contractor providing a City Contract. service to other customers, except as mandated by 4) Contractor failed to comply with Contract provisions, State or Federal governments. including but not limited to quality of workmanship, (e) If the Contractor is unable to respond in the time timeliness of performance, and safety standards. and/or quantities requested by the City, the Contractor shall promptly assist the City to the 5) Contractor submitted false or intentionally extent practicable, to gain access to alternative misleading documents, reports, invoices, or other materials and/or services.This may include: statements to the City in connection with a Contract. a. Coordinating with other distributors or 6) Contractor colluded with another contractor to subsidiaries beyond those in the local restrain competition. region to fulfill order requests; b. Offering the City substitutions provided the 7) Contractor committed fraud or a criminal offense in Contractor obtains prior approval from the connection with obtaining, attempting to obtain, or City for such substitution. performing a Contract for the City or any other government entity. The Contractor shall charge the City the price determined in this Contract for the goods and services provided, and if 8) Contractor failed to cooperate in a City debarment no price has been determined, it shall charge the City a investigation. price that is normally charged for such goods and/or Revised 3/8/18 STANDARD TERMS&CONDITIONS Page 12 of 19 9) Contractor failed to comply with SMC 14.04, SMC including any of the items listed on this ITB, RFP or contract Ch. 14.10, SMC Ch. 20.42, or SMC Ch. 20.45, or bid and subsequent award, must include with each delivery other local, State, or federal non-discrimination completed Material Safety Data Sheets (MSDS) for each laws. hazardous material. Additionally, each container of The Director may issue an Order of Debarment after adhering hazardous material must be appropriately labeled with: the identity of the hazardous material, appropriate hazardous to the procedures specified in SMC 20.70.050. The rights warnings, and the Name and Address of the chemical and remedies of the City under these provisions are in manufacturer,importer,or other responsible party. Labor and addition to any other rights and remedies provided by law or Industries may levy appropriate fines against employers for under the Contract. noncompliance and agencies may withhold payment pending receipt of a legible copy of the MSDS. OSHA Form 20 is not 61. Recycled Product Requirements: To promote and acceptable in lieu of this requirement unless it is modified to encourage environmentally sustainable practices for include appropriate information relative to "carcinogenic companies doing business with the City,the City requires that ingredients:and"routes of entry"of the product(s)in question. Contractors under City contract use environmentally preferable products in production of City work products. 63. Davis Bacon Act. If this work has federal funding,work in this contract is subject Green Seal Products:Contractor shall use Green Seal,Eco- to prevailing wage requirements for both the State (RCW Logo or other certified cleaning products if approved by the Chapter 39.12)and federal(Davis-Bacon and related acts), if City, in performance of all cleaning and janitorial work to such work has an applicable wage category. The Contractor protect the health, safety, wellness and environmentally and all subs must then comply with the Davis-Bacon Act sustainable practices that the City requires of companies (includes (40 U.S.C. 276a to a-7) and related Acts (Walsh- doing business with the City. Cleaning products, floor care products and other products used in the performance of work Healy Public Contracts Act for manufacturer, and the that carry a Green Seal certification are required.The Bidder McNamara-O'Hara Service Contract Act for services), as shall identify the products that the Bidder intends to use at the supplemented by Department of Labor regulations (29 CFR City facilities and shall list them on the Offer Form, with a part 5, "Labor Standards Provisions Applicable to Contracts notation to confirm the Green Seal product certification. The Governing Federally Financed and Assisted Construction"). Green Seal website http://www.areenseal.org/Home.asp . The City has contracts with various Contractors who will The Contractor and every Subcontractor must then pay the supply the winning Bidder with Green Seal certified products for use in performance of City contract work, at City contract greater of the State prevailing wage rates and the federal pricing. For the list of Contractors, contact the City Buyer. prevailing wage rates as issued by the Secretary of Labor,on Paper and Paper Product Requirements: The City desires a classification by classification basis. Contractors shall be use of 100% PCF (post consumer recycled content, chlorine- required to pay wages not less than once a week. The free) paper, to comply with the City Executive Order and to Contractor shall report all suspected or reported violations to encourage environmentally preferable practices for City the City. business. Such paper is available at City contract prices from Posting Notices Keeney's Office Supplies at 425-285-0541. The City prohibits vinyl binders. The City prefers 100% Notices and posters shall be placed in areas readily recycled stock Binders. "Rebinders"are a product that fit this accessible to read by employees. The Contractor shall requirement and are available at City contract prices from ensure the following are posted: Complete Office at 206-628-0059 or Keeney's Office Supplies at 425-285-0541. Please do not use binders or 1. EEOC- P/E-1 (revised 11/09)-Equal Employment plastic folders,unless essential. Note-Keeney's is a Women Opportunity is THE LAW published by US Department Owned Firm and may be noted on your Outreach Plan. of Labor. Post for projects with federal-aid funding Contractors shall duplex materials prepared for Seattle under 2 WH 1321 (revised 04/09)-Employee Rights under this Contract,whether materials are printed or copied,except the Davis-Bacon Act published by US Department of when impracticable due to the nature of the product. This is Labor. Post for projects with federal-aid funding executed under the Mayor's Executive Order, issued February 13,2005. 3.WHD 1088 (revised 07/09)-Employee Rights under the Fair Labor Standards Act published by US 62. Workers Right to Know: "Right to Know" legislation Department of Labor. Post on all projects required the Department of Labor and Industries to establish a program to make employers and employees more aware of 4.WHD- 1420(revised 01/09)-Employee Rights and the hazardous substances in their work environment. WAC Responsibilities under the Family and Medical Leave 296-800-108 requires among other things that all Act published by US Department Of Labor. Post on all manufacturers/distributors of hazardous substances, projects Revised 3/8/18 STANDARD TERMS&CONDITIONS Page 13 of 19 5.WHD-1462 (revised 01/12)—Employee Polygraph Protection Act published by US Department of Labor. payroll Reports Post on all projects Certified payrolls are required to be submitted by the Contractor 6. F416-081-909 (revised 12/12)-Job Safety and to the Owner,for the Contractor and all Subcontractors or lower Health Law published by Washington State Department tier subcontractors, on all Federal-aid projects and,when of Labor and Industries. Post on all projects requested in writing by the Owner, on projects funded with only Owner funds. Certified payrolls shall be submitted to the 7. F242-191-909 (revised 12/12)-Notice to Employees Contracting Services Division, City of Seattle, mailing published by Washington State Department of Labor address: P.O. Box 94687, Seattle,Washington 98124-4687 and Industries. Post on all projects within 72 hours after the expiration of each pay period. If these payrolls are not supplied within ten calendar days of the end of 8. F700-074-909 (revised 12/12)-Your Rights as a the preceding weekly payroll period for Federal-aid projects or Worker in Washington State by Washington State within ten calendar days from the date of the written request on Department of Labor and Industries (L&I). Post on all projects with only Owner funds, any or all payments may be projects withheld until compliance is achieved. Also,failure to provide these payrolls could result in other sanctions as provided by 9. EMS 9874(revised 04/12)-Unemployment Benefits State laws(RCW 39.12.050)and/or Federal regulations(29 CFR published by Washington State Employee Security 5.12). Department. Post on all projects All certified payrolls shall be complete and explicit. Employee 10. Post one copy of the approved"Statement of Intent labor descriptions used on certified payrolls shall coincide to Pay Prevailing Wages for the Contractor, each exactly with the labor descriptions listed on the minimum wage Subcontractor, each lower tier subcontractor, and any schedule in the Contract unless the Engineer approves an other firm (Supplier, Manufacturer, or Fabricator)that alternate method to identify the labor used by the Contractor to falls under the provisions of RCW 39.12 because of the compare with the labor listed in the Contract Provisions. When definition of"Contractor"in WAC 296-127-010 an apprentice is shown on the certified payroll at a rate less than the minimum prevailing journey wage rate,the apprenticeship registration number for that employee from the State 11. Post one copy of the prevailing wage rates for the Apprenticeship and Training Council shall be shown along with project the correct employee classification code. Payroll reports shall contain the following information: Apprentices 1. Name and residence address of each worker. An apprentice is defined as a laborer,worker, or mechanic 2. Last four digits of Social Security number of each employed to perform the Work for whom an apprentice worker. agreement is established through training program that is registered and approved by the Washington State 3. Classification of work performed by each worker. The Apprenticeship and Training Council (WSATC). Pursuant to classification must be specific and match the RCW 39.12.021 and RCW 49.04, apprentices must be paid the classification categories listed in the Project Manual. applicable prevailing hourly rate for an apprentice of that trade. 4. Total number of hours employed each Day. If employing apprentices,the Contractor shall submit to the 5. Total number of hours employed during the payroll Owner written evidence showing: period. 1. Each apprentice is enrolled in a program approved by 6. Straight time and overtime hourly rate of wages paid the Washington State Apprenticeship and Training to each worker. Council; 1. The progression schedule for each apprentice; and 7. Total or gross amount earned by each worker. 2. The established apprentice-journey level ratios and wage rates in the project locality upon which the 8• Deductions for Medical Aid, FICA,federal withholding Contractor will base such ratios and rates under the tax, and any other deductions taken. Contract. Any worker for whom an apprenticeship 9. Net amount paid each worker. agreement has not been registered and approved by the Washington State Apprenticeship and Training 10. Contractor's (or Subcontractor's) name and address. Council shall be paid at the prevailing hourly journey 11. Days and dates worked. level rate as provided in RCW 39.12.021. Such evidence shall be submitted with the first payroll upon 12. Date of final Day of pay period. which the name of the employee appears. 13. Whether fringe benefits were paid to each worker as part of the hourly wage rate or whether fringe benefits Revised 3/8/18 STANDARD TERMS&CONDITIONS Page 14 of 19 were paid into an approved plan,fund,or program. the worker classifications that are provided for under Prevailing Wages as issued by the State of Washington for the County in which the work shall be performed. Payrolls may be submitted on federal payroll form WH-347 (or equivalent),which may be obtained by contacting d. Vocationally handicapped workers, i.e. those individuals the Government Printing Office's toll free number(866)512- whose earning capacity is impaired by physical or mental 1800, 7:30 AM to 4:30 PM Eastern Time, or by accessing their deficiency or injury, may be employed at wages lower than web-site at htto://bookstore.000.aov.The reverse side of the the established prevailing wage. The Fair Labor form contains an Affidavit that must be filled out and signed. If Standards Act requires that wages based on individual the Contractor's payroll reports are computerized,the productivity be paid to handicapped workers employed computerized reports may be submitted along with a Statement under certificates issued by the Secretary of Labor. These of Compliance Affidavit form,which may be photocopied from certificates are acceptable to the Department of Labor and the sample in the Project Manual. Industries. Sheltered workshops for the handicapped may submit a request to the Department of Labor and Industries The first payroll submitted for the Work for both the Contractor for a special certificate, which would, if approved, entitle and each Subcontractor shall be labeled"Initial". The last payroll them to pay their employees at wages, lower than the submitted for the Work for both the Contractor and each established prevailing wage. Subcontractor shall be labeled"Final". Payrolls shall be sequentially numbered for all periods in which Work is e. In certain situations, an Intent to Pay Prevailing wages performed. shall be filed with the L&I and the Buyer,but the Contractor may indicate an exception on the Intent form that exempts 64. Prevailing Wage Requirements. the prevailing wages rates for the following: • Sole owners and their spouse. a. If this contract is subject to prevailing wages, as Any partner who owns at least 30% of a partnership. required by RCW 39.12 (Prevailing Wages on Public The president, vice-president, and treasurer of a Works)and RCW 49.28 (Hours of Labor)as amended corporation if each one owns at least 30/o of the corporation. or supplemented, Contractor shall be responsible for Workers regularly employed on monthly or per diem compliance by the Contractor and all subcontractors salary by state or any political subdivision created by with all provisions herein. its laws. b. Filing Your Intent: The awarded Contractor and all f. Prevailing Wage rates in effect at the time of bid opening subcontractors shall file an Intent to Pay Prevailing remain in effect for the duration of this contract, except Wage Form concurrent with the execution of the for annual adjustments required by this agreement for contract. multi-year contracts (where contract is longer than one • To do so,the Contractor and any of their year) and for building service maintenance (janitorial, subcontractors will require a Contract Number and waxers, shampooers, and window cleaners). Start Date. The Buyer will tell you the Contract Number;the start date is the date your contract is g. It is the sole responsibility of the Contractor to assign the signed. appropriate classification and associate wage rates to all • The Contractor shall then promptly submit the laborers, workers or mechanics that perform any work Intent to the Department of Labor&Industries (L&I) under this contract, in conformance with the scope of for approval. work descriptions of the Industrial Statistician of the • The Contractor also shall require any subcontractor Washington State Department of Labor and Industries. to also file an Intent with L&I. h. With each invoice, Contractor will attach or write a • This must be done online at the L&I website: statement that wages paid were compliant to applicable htti)://www.ini.wa.ciov/TradesLicensing/PrevWage/d Prevailing Wage rates, including the Contractor and any efault.asp. • subcontractors. If unable to file on-line, a paper copy of the approved Intent shall instead be promptly provided i. Upon contract completion, Contractor shall file the to the Buyer. Affidavit of Wages Paid (form L700-007-000) approved • The Contractor shall notify the Buyer of the Intents by the Industrial Statistician of Washington L&I.This may that are filed by both the Contractor and all subs, be performed on-line if the Contractor has initiated the c. Contractor and any subcontractor shall not pay any original Intent to Pay Prevailing Wage process on line. laborer,worker or mechanic less than the prevailing hourly The receipt of the approved affidavit is required before wage rates that were in effect at the time of bid opening for Seattle can pay the final invoice. The City may withhold Revised 3/8/18 STANDARD TERMS&CONDITIONS Page 15 of 19 payment on any invoice due the Contractor until the requirements provided elsewhere in this contract. The approved affidavit is received. Contractor must follow the contract instructions for pricing increases, notifying the Buyer at least 45 days j. The Contractor shall also ensure that each prior to the contract anniversary date of any resulting Subcontractor likewise files an Affidavit. price increase and documenting the increase. e. Payroll, wage, and cost records shall be retained, and k. The Contractor shall notify the Buyer and provide a copy may be audited or inspected. The Contractor, every of the Affidavit(s). Subcontractor, and all other individuals or firms required to pay prevailing wages are subject to investigation— I. For jobs above $10,000, Contractor is required to post including but not limited to on-site compliance 1 q p interviews—by City Purchasing and Contracting for employees' inspection, the Intent form including the Services (CPCS) and L&I in regard to payment of the list of the labor classifications and wages used on the required prevailing wage to workers, laborers, and project. This may be postured in the nearest local office, mechanics employed on the project. If the investigations for road construction, sewer line, pipeline, transmission result in a finding that an individual or firm has violated line, street or alley improvement projects as long as the the requirement to pay the prevailing rate of wage, the Owner may withhold payments to the Contractor. The employer provides a copy of the Intent form to the Contractor or Subcontractor may also be subject to civil employee upon request. penalties and may be prohibited from bidding on any contract within the State of Washington for the period m. In the event any dispute arises as to what the prevailing specified by law. wages are for this Contract, and the dispute cannot be solved by the parties involved, the matter shall be 67. Background Checks and Immigrant Status referred to the Director of the Department of Labor and Background checks will/will not be required for workers Industries of the State of Washington. In such case,the that will be performing the work under this contract. The Director's decision shall be final, conclusive and binding City has strict policies regarding the use of Background on all parties. If the dispute involves a federal prevailing checks, criminal checks, immigrant status, and/or religious affiliation for contract workers. The policies are wage rate, the matter shall be referred to the U.S. incorporated into the contract and available for viewing Secretary of Labor for a decision. In such case, the on-line at htto://www.seattle.gov/city-purchasing-and- Secretary's decision shall be final, conclusive and contracting/social-eguity/background-checks binding on all parties. 68. Notification Requirements for Federal Immigration Enforcement Activities 65. Prevailing Wage rate changes for Service Contracts Prior to responding to any requests from an employee or greater than one year in duration: agent of any federal immigration agency including the Immigration and Customs Enforcement (ICE), the U.S. a. This provision only applies to service contracts that Department of Homeland Security (DHS), Homeland continue beyond a single year in duration, including Security Investigations (HSI), Enforcement Removal building service maintenance contracts(janitorial service Operations (ERO), Customs and Border Protection contractors and work performed by janitors, waxers, (CBP), and U.S. Citizenship and Information Services shampooers, and window cleaners) and to multi-year (USCIS) regarding your City contract, Vendors shall service contracts. notify the Project Manager immediately. b. Contractor and any subcontractor must pay at least the Such requests include, but are not limited to: prevailing wage rates that were in effect at time of bid throughout the duration of the contract. a. requests for access to non-public areas in City buildings and venues (i.e., areas not open to the C. Each contract anniversary thereafter,Contractor and any public such as staff work areas that require card key subcontractors shall review the then current Prevailing access and other areas designated as "private" or Wage Rates. The Contractor shall increase wages paid "employee only"); or if required to meet no less then the current wage rates in b. requests for data or information (written or oral) effect at the time of the contract anniversary. Contractor about workers engaged in the work of this contract and any subcontractors shall file an affidavit and a new or City employees. intent prior to contract extension. d. Any price or rate increases made as a result of a change No access or information shall be provided without prior in the prevailing wages will be compensated by the City review and consent of the City.The Vendor shall request on a pass through basis if the Contract requests a price the ICE authority to wait until the Project Manager is able increase in accordance with the price increase request Revised 3/8/18 STANDARD TERMS&CONDITIONS Page 16 of 19 to verify the credentials and authority of the ICE agent discrimination under any program or activity receiving and will direct the Vendor on how to proceed. federal financial assistance. 74. Audit: Seattle, the Federal grant agency if any, the 69. Paid Sick Time and Safe Time Ordinance: An Comptroller General of the United States, or any of their ordinance that requires companies to provide employees duly authorized representatives shall be provided access who work more than 240 hours within a year inside to any books, documents, papers and records of the Seattle,with accrued paid sick and paid safe time for use subcontractor or any subcontract which are directly when an employee or a family member needs time off pertinent to this specific contract for the purpose of from work due to illness or a critical safety issue. The making audit, examination, excerpts and transcriptions. ordinance applies to employers, regardless of where FAR clause 52.215-2 incorporated by reference. The they are located,with more than four full-time equivalent complete clause may be viewed at employees. This is in addition and additive to benefits a https://vvww.acquisition.gov/far/html/52 215.html. The worker receives under prevailing wages per WAC 296- OMB A-110 provisions in effect at the time of this order 127-014(4). City contract specialists may audit payroll govern. FAR clauses may be viewed at records or interview workers as needed to ensure htti)s://www.acciuisition.gov/browsefar. compliance to the ordinance. Please see http://www.seattle.ciov/laborstandards, or may call the 75. Americans with Disabilities Act: The Contractor shall Office of Labor Standards at 206.684.4500 with comply with all applicable provisions of the Americans questions. with Disabilities Act of 1990 (ADA) in performing its obligations under this Contract. In particular, if the 70. Other Labor Standards Requirements: The Vendor Contractor is providing services, programs, or activities shall comply to the extent applicable with the City's to City employees or members of the public as part of Minimum Wage labor standards as required by SMC this Contract, the Contractor shall not deny participation 14.19, setting wage standards for employees working or the benefits of such services, programs, or activities within city limits as well as the Wage Theft labor to people with disabilities on the basis of such disability. standards as required by SMC 14.20, setting basic Failure to comply with the provisions of the ADA shall be requirements for payment of wages and tips for a material breach of, and grounds for the immediate employees working within city limits and providing termination of,this Contract. various payment documentation to employees. 76. OSHA/WISHA: Contractor agrees to comply with conditions of the Federal Occupational Safety and 71. Campaign Contributions (Initiative Measure No. Health Acts of 1970 (OSHA), as may be amended, and, 122): Elected officials and candidates are prohibited if it has a workplace within the State of Washington, the from accepting or soliciting campaign contributions from Washington Industrial Safety and Health Act of 1973 anyone having at least $250,000 in contracts with the (WISHA), as may be amended, and the standards and City in the last two years or who has paid at least$5,000 regulations issued thereunder and certifies that all items in the last 12 months to lobby the City. Please see furnished and purchased under this order will conform to Initiative 122, or call the Ethics Director with questions. and comply with said standards and regulations. For questions about this measure, contact: Polly Grow, Contractor further agrees to indemnify and hold Seattle Ethics and Elections, 206-615-1248 or harmless purchaser from all damages assessed against polly.growe-seattle.gov. purchaser as a result of Contractor's failure to comply with the acts and standards thereunder and for the failure Federal Provisions of the items furnished under this order to so comply. 72. Equal Employment Opportunity: All Contractors must 77. Contract Work Hours and Safety Standards: For all comply with federal Executive Order 11246, "Equal contracts that employ mechanics or laborers, the Employment Opportunity," as amended by Executive Contractor and all subs shall comply with Sections 102 Order 11375, "Amending Executive Order 11246 and 107 of the Contract Work Hours and Safety Relating to Equal Employment Opportunity," and as Standards Act(40 U.S.C.327-333),as supplemented by supplemented by regulations at 41 CFR part 60, "Office Department of Labor regulations(29 CFR part 5). Under of Federal Contract Compliance Programs, Equal Section 102 of the Act, each contractor shall be required Employment Opportunity, Department of Labor.: to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in 73. Civil Rights Act Title VI: The Contractor must comply excess of the standard work week is permissible provide with the provisions of the Title VI of the Civil Rights Act that the worker is compensated at a rate of not less than of 1964(42 U.S.C.2000d et seq.). The law provides that 1 '/2 times the basic rate of pay for all hours worked in no person in the United States shall, on the grounds of excess of 40 hours in the work week. Section 107 of the race, color or national origin, be denied the benefits of, Act is applicable to construction work and provides that be excluded from participation in, or be subjected to, no laborer or mechanic shall be required to work in Revised 3/8/18 STANDARD TERMS&CONDITIONS Page 17 of 19 surroundings or under working conditions which are agreements. Debarment shall be verified at unsanitary, hazardous or dangerous. These https://www.sam.gov/portal/public/SAM/#1 The requirements do not apply to the purchases of supplies Contractor shall keep documentation of such verification or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of within the Contractor records. intelligence. 83. Copeland Anti-Kickback Act): All contractors and 78. Beck Notice: Notification of Employee Rights subcontractors for construction or repair shall comply Concerning Payment of Union Dues or Fees (Executive with the Copeland "Anti-Kickback" Action (18 U.S.C. Order 13201) shall apply to all contracts above 874), as supplemented by Department of Labor $100,000. regulations (29 CFR, part 3, "Contractors and Subcontractors on Public Building or Public Work 79. Clean Air Act and Federal Water Pollution Control Financed in Whole or in Part by Loans or Grants from the Act: All Contractors and subcontractors shall comply United States"). The Act provides that each contractor with all applicable standards, orders or regulations or subcontractor is prohibited from inducing, by any issued pursuant to the Clean Air Act (42 U.S.C. 7401 et means, any person employed in the construction, seq.) and the Federal Water Pollution Control Act as completion or repair of public work,to give up any part of amended (33 U.S.C. 1251 et seq.). Violations shall be the compensation to which s/he is otherwise entitled. reported to the City immediately and to the Regional The Contractor shall immediately notify the City of any Office of the Environmental Protection Agency(EPA). suspected or reported violations. 80. Energy Efficiency: All contractors and subcontractors 84. Byrd Anti-Lobbying Amendment: Contractors must comply with mandatory standards and policies executing contracts with the City shall sign the relating to energy efficiency which are contained in the Contractor Questionnaire, providing certification of state energy conservation plan issued in compliance with compliance to the Byrd Anti-Lobbying Amendment (31 the Energy Policy and Conservation Act(Pub.L.94-163, U.S.C. 1352). Each tier certifies to the tier above that it 89 Stat.871). will not and has not used Federal appropriated funds to pay any person or organization for influencing or 81. Federal Amendments: Federal agencies are permitted attempting to influence an officer or employee of any to require changes, remedies, changed conditions, agency, a member of Congress, officer or employee of access and records retention, suspension of work, and Congress, or an employee of a member of Congress in other clauses approved by the Office of Federal connection with obtaining any Federal contract, grant or Procurement Policy, per OMB Circular A-102 Common any other award covered by 31 U.S.C. 13652. Each tier Rule, Section 36. shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier 82. Federal Debarment for Primes and all up to the City. Subcontractors: By signing this agreement, the Contractor certifies that neither it nor its principals is 85. Procurement of Recovered Material: A non-Federal presently debarred, suspended, proposed for entity that is a state agency or agency of a political debarment, declared ineligible, or voluntarily excluded subdivision of a state and its contractors must comply from participation in this transaction by any Federal with Section 6002 of the Solid Waste Disposal Act, as department or agency. Contractor shall immediately amended by the Resource Conservation and Recovery notify the City of any suspension or debarment or other Act.The requirements of Section 6002 include procuring action that excludes the Contractor and any only items designated in guidelines of the Environmental subcontractor level from participation in Federal Protection Agency(EPA)at 40 CFR part 247 that contain contracting. Prior to performance of any work by the the highest percentage of recovered materials Contractor or any subcontractor under this contract, practicable, consistent with maintaining a satisfactory Contractor shall verify all subcontractors that are level of competition,where the purchase price of the item intended and/or used by the Contractor for performance exceeds $10,000 or the value of the quantity acquired of City work are in good standing and are not debarred, during the preceding fiscal year exceeded $10,000; suspended or otherwise ineligible by the Federal procuring solid waste management services in a manner Government. Contractor shall include this same that maximizes energy and resource recovery; and provision in any subcontractor or lower contract Revised 3/8/18 STANDARD TERMS&CONDITIONS Page 18 of 19 establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Revised 3/8/18 STANDARD TERMS&CONDITIONS Page 19 of 19 1 � 1 1 CHANGE ORDER TO SUPPLIER CONTRACT The City of Seattle Supplier Contract# Date Change Order PURCHASING AND CONTRACTING 000000000004430 03/12/2021 1 700—5th AVE#4112 PO BOX 94687 Payment Terms Freight Terms Seattle,WA 98124-4687 0.5, 10 days FOB Destination; Pre-Paid &Allowed Contract Administrator: Email: Phone: Krista Diaz Krista.Diaz(@seattle.eov 206-572-5627 Supplier#: 0000501612 Ship To: Perfect Image, Inc. City Departments 13615 NE 126t" Place#450 Kirkland,WA 98034 Bill To: Contact: Eric Fleming, President Ordering City Department Phone#: 425-576-0989 Email: eflem_pimage.com I. BACKGROUND The City of Seattle ("City") awarded a contract as part of a vendor pool to Perfect Image, Inc. as a result of an Invitation to Bid, ITB No. 3702 (Rebid)for Digitization Services (Scanning, Indexing, Metadata Entry, Document, and Media Conservation) (the "Contract"). The Contract is available to all City Departments. II. CHANGE ORDER DESCRIPTION This Change Order #1 extends the contract to 05/02/2023. In all other aspects, this Contract remains unchanged. III. ADDITIONAL NOTES Orders must be placed by the authorized City of Seattle Department Representative. Invoices must be mailed in duplicate to the CITY OF SEATTLE, Accounts Payable, per attached list. Each invoice must indicate Contract#4430. Authorized Signature/Date 3/12/2021 r � CHANGE ORDER TO SUPPLIER CONTRACT The City of Seattle Supplier Contract# Date Change Order PURCHASING AND CONTRACTING 000000000004430 07/20/2021 2 700—5th AVE#4112 PO BOX 94687 Payment Terms Freight Terms Seattle,WA 98124-4687 0.5,10 days FOB Destination; Pre-Paid&Allowed Contract Administrator: Email: Phone: Krista Diaz Krista.Diaz@seattle.gov 206-572-5627 Supplier#: 0000501612 Ship To: Perfect Image,Inc. City Departments 13615 NE 126th Place#450 Kirkland,WA98034 Bill To: Contact: Eric Fleming, President Ordering City Department Phone#: 425-576-0989 Email: eflernApima eg com I. BACKGROUND The City of Seattle ("City") awarded a contract as part of a vendor pool to Perfect Image, Inc. as a result of an Invitation to Bid, ITB No.3702 (Rebid) for Digitization Services(Scanning, Indexing, Metadata Entry, Document, and Media Conservation) (the "Contract"). The Contract is available to all City Departments. II. CHANGE ORDER DESCRIPTION This Change Order#2 updates the pricing effective 07/22/2021. In all other aspects, this Contract remains unchanged. III. ADDITIONAL NOTES Orders must be placed by the authorized City of Seattle Department Representative. Invoices must be mailed in duplicate to the CITY OF SEATTLE, Accounts Payable, per attached list. Each invoice must indicate Contract#4430. Authorized Signature/Date '5W P2� j;AzWt� 7/21/2021 Contract#000000000004430 Attachment#1 Change Order#2 Pricing Effective 07/22/2021 needed to get the file/pages prepped for maximum image quality can be obtained. Document Preparation/Reassembly hour 25 B.Indexing(data entry)-List of Documents taken for scanning and metadata entry Document Indexing hour 25 C.Document Scanning:(Group IV TIFF) 1-500 501-10000 10001-1M over 19 200 dpi(Single-sided or duplex,no file separation) Smaller than 8 1/2"X 11" image 0.06 0.042 0.042 0.036 8 1/2"X 11" image 0.06 0.042 0.042 0.036 81/2"X14" image 0.06 0.042 0.042 0.036 11"X 14" image 0.109 0.072 0.066 0.06 11"X 17" image 0.109 0.072 0.066 0.06 300 dpi option each 0.012 0.012 0.012 0.012 400 dpi option each 0.036 0.036 0.036 0.036 Barcode recognition and verification barcode 0.012 0.012 0.012 0.012 Document Imprinting(prior to scan) image 0.036 0.036 0.036 0.036 D.Document Scanning:Oversize Documents(Group IV TIFF) 300 dpi 18"X 24" image 0.905 0.785 0.785 0.724 24"X 36" image 1.207 0.905 0.905 0.845 36"X 48" image 1.509 1.026 1.026 0.966 oversize Sq.Ft 0.422 0.253 0.253 0.241 400 dpi option each 0.604 0.604 0.604 0.604 Grayscale Scanning letter or legal image 0.06 0.042 0.042 0.036 11"X 17" image 0.1091 O.D721 0.066 0.06 18"X 24" image 0.302 0.302 0.302 0.302 24"X 36" image 0.604 0.604 0.604 0.604 36"X 48" image 0.604 0.604 0.604 0.604 oversize Sq.Ft 0.302 0.241 0.241 0.241 Color Scanning letter or legal image 0.097 0.06 0.06 0.06 11"X 17" image 0.121 0.097 0.097 0.097 18"X 24" image 1.811 1.569 1.569 1.569 24"X 36" image 2.414 1.811 1.811 1.811 36"X 48" image 3.018 2.052 2.052 2.052 oversize Sq.Ft 0.845 0.507 0.507 0.507 E.Photo Scanning Photo Prints(200 dpi)Photos probably would be 300 or 400 3x5 image 1.207 0.604 0.604 0.604 4x6 image 1.207 0.604 0.604 0.604 8x10 image 3.621 1.207 1.207 1.207 300 dpi option each 0.302 0.302 0.302 0.302 400 dpi option each 0.905 0.905 0.905 0.905 Film(3000x3000 pixels) 35mm Strip Film image 1.207 0.604 0.604 0.604 Single 35mm Frame image 1.811 0.905 0.905 0.905 35mm Slide image 1.207 0.604 0.604 0.604 60mm/120 format Strip Film image 2.414 1.207 1.207 1.207 Single 60mm Frame image 3.621 2.112 2.112 2.112 4x5 transparency imagel 4.828 2.716 2.716 2.716 8x10 transparency imagel 8.4491 7.2421 7.2421 7.242 Higher Resolution Option 4000x4000 pixels eachl 0.9051 0.6041 0.6041 0.604 Higher Resolution Option 5000x5000 pixels eachl 1.2071 0.9D51 0.9051 0.905 Bound Book Scanning We did send bound books if they take them apart they may or may not have to put them together depending on the work order,but we shy 4x6 image 1.207 0.604 0.483 0.447 8x10 image 1.207 0.604 0.483 0.447 11x17 image 1.207 0.604 0.483 0.447 Oversize or Planetary Sq.Ft 0.845 0.688 0.688 0.604 Shearing Pages per cut 3.621 2.414 2.414 2.414 removal of stitched binding per binding 18.105 14.484 14.484 14.484 F. Miscellaneous Imaging Supplies and Services: Key Data Entry I keystrokel 0.014 Sequential tiff numbering image 0.002 File Renaming image 0.002 Recording of images to Media image 0.001 10%Random inspection image 0.008 Inspect each image image 0.008 Image Clean-up image 0.06 Border Erasure image 0.06 Image Redacting redaction 0.06 Optical Character Recognition image 0.012 OCR Clean-up hour 42.245 Conversion of TIFF Image to PDF(Image-Only) image 0.018 Conversion of TIFF Image to PDF(w/Hidden Text) image 0.03 Conversion of TIFF Image to PDF(Normal) image 0.03 PDF/Hyperlinking and Bookmarking link 0.06 Barcode Sheets(purchase only) sheet 0.048 Patch Separation Sheets(purchase only) sheet 0.048 Patch Sheet Processing(removal) sheet 0.03 Document Destruction Cu.Ft.1 10.863 ■ Digital Description U/Ml Unit Price(Mandatory) A.Labor-Preparation for Scanning Microform Preparation hour 30.175 Professional Services 30.175 (Roll Level Indexing and Document Level Indexing) hour Minimum Project Charge lot 90.525 B.Microform Scanning: 16mm Microfilm 1-500 501-10000 10001-1M over1M (grayscale) 200 dpi Various Sizes image 0.036 0.024 0.024 0.018 300 dpi option each 0.012 0.012 0.012 0.006 400 dpi option each 0.024 0.012 0.012 0.012 (color) 200 dpi Various Sizes image 0.241 0.181 0.181 0.181 300 dpi option each 0.121 0.06 0.06 0.06 400 dpi option each 0.241 0.121 0.121 0.121 35mm Microfilm (grayscale) 200 dpi Various Sizes image 0.121 0.06 0.06 0.483 300 dpi option each 0.024 0.012 0.012 0.012 400 dpi option each 0.06 0.024 0.024 0.024 (color) 200 dpi Various Sizes image 0.543 0.422 0.422 0.422 300 dpi option each 0.121 0.06 0.06 0.06 400 dpi option each 0.241 0.121 0.121 0.121 16mm Microfiche: (grayscale) 200 dpi: Jacketed Fiche image 0.048 0.03 0.03 0.024 COM Fiche image 0.097 0.036 0.036 0.03 Micro size image 0.097 0.036 0.036 0.03 300 dpi option each 0.012 0.012 0.012 0.012 400 dpi option each 0.024 0.024 0.024 0.024 Minimum Charge per fiche fiche 1.207 0.724 0.724 0.604 (Color) 200 dpi: Jacketed Fiche image 0.483 0.302 0.302 0.241 COM Fiche image 0.966 0.362 0.362 0.302 Micro size image 0.966 0.362 0.362 0.302 300 dpi option each 0.121 0.121 0.121 0.121 400 dpi option each 0.241 0.241 0.241 0.241 Minimum Charge per fiche fiche 1.448 0.543 0.543 0.453 35mm Microfiche: (grayscale) 200 dpi Jacketed Fiche image 0.048 0.03 0.03 0.024 Mixed 16mm and 35mm upcharge fiche 0.097 0.036 0.036 0.03 Minimum Charge per fiche fiche 0.097 0.036 0.036 0.03 300 dpi option each 0.012 0.012 0.012 0.012 400 dpi option each 0.024 0.024 0.024 0.024 (Color) 200 dpi Jacketed Fiche image 0.724 0.453 0.453 0.3 22 Mixed 16mm and 35mm upcharge fiche 1.448 0.543 0.543 0.453 Minimum Charge per fiche fiche 1.448 0.543 0.543 0.453 300 dpi option each 0.181 0.181 0.181 0.181 400 dpi option each 0.362 0.362 0.362 0.362 35mm Aperture Cards: (grayscale) 200 dpi card 1.207 0.785 0.664 0.543 300 dpi option card 0.302 0.302 0.302 0.302 400 dpi option card 0.604 0.604 0.604 0.604 Sizes in 4-up mode carved to 4 separate images card 0.604 0.604 0.604 0.604 (Color) 200 dpi card 2.414 1.569 1.328 1.086 300 dpi option card 0.604 0.604 0.604 0.604 400 dpi option card 1.207 1.207 1.207 1.207 Sizes in 4-up mode carved to 4 separate images card 0.604 0.604 0.604 0.604 C.Miscellaneous Imaging Services: Auditing to determine no missed or cropped images image 0.006 0.004 0.004 0.004 Random inspection image 0.018 0.008 0.008 0.008 Inspect each image image 0.018 0.008 0.008 0.008 Image Clean-up image 0.084 0.06 0.06 0.06 Border Erasure image 0.084 0.06 0.06 0.06 Image Redacting I reclactionj 0.084 0.06 0.06 0.06 Optical Character Recognition I image 0.018 0.012 0.012 0.012 OCR Clean-up I hourl 42.2451 42.2451 42.2451 42.245 Not Evaluated but will be part of contract if so awarded volumes of existing paper and soft image files. Please include per increment values for the City's use in Miscellaneous Services: Description U/M Unit Price(Mandatory) A. Archiving: W iting(Conversion of TIFF images to Film)16mm I imagel 0.06 Archive Writing(Conversion of TIFF images to Film)35mm image 0.181 Microfiche Conversion per image image 0.121 B. Misc.Imaging Services: "Special Circumstances"Pick-up and Delivery of documents to be converted first 15 miles trip 60.35 "Special Circumstances"Pick-up and Delivery of documents additional miles mile 0.543 C. On Site Scanning Services day 675.92 Media Conversion Services ProRes Spec Beta SP per min 2.414 CD per min 0.121 Mini DV per min 2.414 VHS per min 2.414 0 Cassette Audio Conversion per min 1.207 D. Misc.Imaging Services: Pick-up and Delivery of documents to be converted first 15 miles trip 60.35 Pick-up and Delivery of documents additional miles mile 0.543 On Site Scanning Services day 675.92 Other Scanning Services: U/M Secure Online Hosting GB 1.811 Large Drum Scanning square inch 0.302 Xray square inch 0.121 Oversize Flatbed sqftl 9.656 r � !1 1 CHANGE ORDER TO SUPPLIER CONTRACT The City of Seattle Contract#: Date: Change Order: PURCHASING AND CONTRACTING 000000000004430 11/14/2022 3 700—5th AVE#4350 PO BOX 94669 Payment Terms: Freight Terms: Seattle,WA 98124-4669 .5% 10 DAYS NET 30 Prepaid/Allow: FOB Destination Contract Email: Phone: Administrator: Jen.Lyman@seattle.gov 206-256-5307 Jen Lyman Ship To: Bill To: CITY DEPARTMENTS ORDERING DEPARTMENT Supplier#: 0000501612 PERFECT IMAGE INC 13615 NE 126TH PL STE 450, KIRKLAND,WA 98034-8730 Contact Type Contact Name Phone# Email Primary Eric Fleming 425-576-0989 eflem@pimage.com I. BACKGROUND The City of Seattle ("City") awarded a contract to PERFECT IMAGE INC as a result of Invitation to Bid (#3702) for Digitization Services (Scanning, Indexing, Metadata Entry, Document, and Media Conservation)(the"Contract").The term of the Contract is 05/02/2018 through 05/02/2023.The Contract is available to all City departments. II. CHANGE ORDER DESCRIPTION This change order #3 is to update pricing effective 11/21/2022 (Attachment #1). The Contract will otherwise remain in full force and effect. III. ADDITIONAL NOTES Orders must be placed by an authorized City department representative. Invoices must be mailed in duplicate to the applicable City accounts payable representative. Each invoice must indicate the supplier contract number. A list of accounts payable representatives is available upon request. Authorized Signature/Date /1i,, � 2, 11/22/22 FAS Rev. 5/20/2022 Contract #000000000004430 Change Order#3 Attachment#1 Pricing Effective 11/21/2022 needed to get the file/pages prepped for maximum image quality can be obtained. Document Preparation/Reassembly hour 30 B.Indexing(data entry)-List of Documents taken for scanning and metadata entry Document Indexing hour 30 C.Document Scanning:(Group IV TIFF) 1-500 501-1000 10001-1M over I 200 dpi(Single-sided or duplex,no file separation) Smaller than 8 1/2"X 11" image 0.06 0.042 0.042 0.036 8 1/2"X 11" image 0.06 0.042 0.042 0.036 8 1/2"X 14" image 0.06 0.042 0.042 0.036 11"X 14" image 0.109 0.072 0.066 0.06 11"X 17" image 0.109 0.072 0.066 0.06 300 dpi option each 0.012 0.012 0.012 0.012 400 dpi option each 0.036 0.036 0.036 0.036 Barcode recognition and verification barcode 0.012 0.012 0.012 0.012 Document Imprinting(prior to scan) image 0.036 0.036 0.036 0.036 D.Document Scanning:Oversize Documents(Group IV TIFF) 300 dpi 18"X 24" image 0.905 0.785 0.785 0.724 24"X 36" image 1.207 0.905 0.905 0.845 36"X 48" image 1.509 1.026 1.026 0.966 oversize Sq.Ft 0.422 0.253 0.253 0.241 400 dpi option each 0.604 0.604 0.604 0.604 Grayscale Scanning letter or legal image 0.06 0.042 0.042 0.036 11"X 17"1 imagel 0.109 0.072 0.066 0.06 18"X 24" image 0.302 0.302 0.302 0.302 24"X 36" image 0.604 0.604 0.604 0.604 36"X 48" image 0.604 0.604 0.604 0.604 oversize Sq.Ft 0.302 0.241 0.241 0.241 Color Scanning letter or legal image 0.097 0.06 0.06 0.06 11"X 17" image 0.121 0.097 0.097 0.097 18"X 24" image 1.811 1.569 1.569 1.569 24"X 36" image 2.414 1.811 1.811 1.811 36"X 48" image 3.018 2.052 2.052 2.052 oversize Sq.Ft 0.845 0.507 0.507 0.507 E.Photo Scanning Photo Prints(200 dpi)Photos probably would be 300 or 400 3x5 image 1.207 0.604 0.604 0.604 4x6 image 1.207 0.604 0.604 0.604 8x10 image 3.621 1.207 1.207 1.207 300 dpi option each 0.302 0.302 0.302 0.302 400 dpi option each 0.905 0.905 0.905 0.905 Film(3000x3000 pixels) 35mm Strip Film image 1.207 0.604 0.604 0.604 Single 35mm Frame image 1.811 0.905 0.905 0.905 35mm Slide image 1.207 0.604 0.604 0.604 60mm/120 format Strip Film image 2.414 1.207 1.207 1.207 Single 60mm Frame image 3.621 2.112 2.112 2.112 4x5 transparency imagel 4.828 2.716 2.716 2.716 8x10 transparency imagel 8.4491 7.2421 7.2421 7.242 Higher Resolution Option 4000x4000 pixels eachl 0.9051 0.6041 0.6041 0.604 Higher Resolution Option 5000x5000 pixels eachl 1.2071 0.9051 0.9051 0.905 Bound Book Scanning We did send bound books if they take them apart they may or may not have to put them together depending on the work order,but we shy 4x6 image 1.207 0.604 0.483 0.447 8x10 image 1.207 0.604 0.483 0.447 11x17 image 1.207 0.604 0.483 0.447 Oversize or Planetary Sq.Ft 0.845 0.688 0.688 0.604 Shearing Pages per cut 3.621 2.414 2.414 2.414 removal of stitched binding per binding 18.105 14.484 14.484 14.484 F. Miscellaneous Imaging Supplies and Services: Key Data Entry I keystrokel 0.014 Contract #000000000004430 Change Order#3 Attachment #1 Pricing Effective 11/21/2022 Sequential tiff numbering image 0.002 File Renaming image 0.002 Recording of images to Media image 0.001 10%Random inspection image 0.008 Inspect each image image 0.008 Image Clean-up image 0.06 Border Erasure image 0.06 Image Redacting redaction 0.06 Optical Character Recognition image 0.012 OCR Clean-up hour 42.245 Conversion of TIFF Image to PDF(Image-Only) image 0.018 Conversion of TIFF Image to PDF(w/Hidden Text) image 0.03 Conversion of TIFF Image to PDF(Normal) image 0.03 PDF/Hypedinking and Bookmarking link 0.06 Barcode Sheets(purchase only) sheet 0.048 Patch Separation Sheets(purchase only) sheet 0.048 Patch Sheet Processing(removal) sheet 0.03 Document Destruction Cu.Ft, 10.863 DS-2 Microfilm/Microfiche to Digital Image Conversion Description U/M Unit Price(Mandatory) A.Labor-Preparation for Scanning Microform Preparation hour 30.175 Professional Services 30.175 (Roll Level Indexing and Document Level Indexing) hour Minimum Project Charge lot 90.525 B.Microform Scanning: 16mm Microfilm 1-500 501-1000 10001-1M over 1M (grayscale) 200 dpi Various Sizes image 0.036 0.024 0.024 0.018 300 dpi option each 0.012 0.012 0.012 0.006 400 dpi option each 0.024 0.012 0.012 0.012 (color) 200 dpi Various Sizes image 0.241 0.181 0.181 0.181 300 dpi option each 0.121 0.06 0.06 0.06 400 dpi option each 0.241 0.121 0.121 0.121 35mm Microfilm (grayscale) 200 dpi Various Sizes image 0.121 0.06 0.06 0.483 300 dpi option each 0.024 0.012 0.012 0.012 400 dpi option each 0.06 0.024 0.024 0.024 (color) 200 dpi Various Sizes image 0.543 0.422 0.422 0.422 300 dpi option each 0.121 0.06 0.06 0.06 400 dpi option each 0.241 0.121 0.121 0.121 16mm Microfiche: (grayscale) 200 dpi: Jacketed Fiche image 0.048 0.03 0.03 0.024 COM Fiche image 0.097 0.036 0.036 0.03 Micro size image 0.097 0.036 0.036 0.03 300 dpi option each 0.012 0.012 0.012 0.012 400 dpi option each 0.024 0.024 0.024 0.024 Minimum Charge per fiche fiche 1.207 0.724 0.724 0.604 (Color) 200 dpi: Jacketed Fiche image 0.483 0.302 0.302 0.241 COM Fiche image 0.966 0.362 0.362 0.302 Micro size image 0.966 0.362 0.362 0.302 300 dpi option each 0.121 0.121 0.121 0.121 400 dpi option each 0.241 0.241 0.241 0.241 Minimum Charge per fiche fiche 1.448 0.543 0.543 0.453 Contract #000000000004430 Change Order#3 Attachment #1 Pricing Effective 11/21/2022 35mm Microfiche: (grayscale) 200 dpi Jacketed Fiche image 0.048 0.03 0.03 0.024 Mixed 16mm and 35mm upcharge fiche 0.097 0.036 0.036 0.03 Minimum Charge per fiche fiche 0.097 0.036 0.036 0.03 300 dpi option each 0.0121 0.012 0.012 0.012 400 dpi option each 0.024 0.024 0.024 0.024 (Color) 200 dpi Jacketed Fiche image 0.724 0.453 0.453 0.362 Mixed 16mm and 35mm upcharge fiche 1.448 0.543 0.543 0.453 Minimum Charge per fiche fiche 1.448 0.543 0.543 0.453 300 dpi option each 0.181 0.181 0.181 0.181 400 dpi option each 0.362 0.362 0.362 0.362 35mm Aperture Cards: (grayscale) 200 dpi card 1.207 0.785 0.664 0.543 300 dpi option card 0.302 0.302 0.302 0.302 400 dpi option card 0.604 0.604 0.604 0.604 Sizes in 4-up mode carved to 4 separate images card 0.604 0.604 0.604 0.604 (Color) 200 dpi card 2.414 1.569 1.328 1.086 300 dpi option card 0.604 0.604 0.604 0.604 400 dpi option card 1.207 1.207 1.207 1.207 Sizes in 4-up mode carved to 4 separate images card 0.604 0.604 0.604 0.604 C.Miscellaneous Imaging Services: Auditing to determine no missed or cropped images image 0.006 0.004 0.004 0.004 Random inspection image 0.018 0.008 0.008 0.008 Inspect each image image 0.018 0.008 0.008 0.008 Image Clean-up image 0.084 0.06 0.06 0.06 Border Erasure image 0.0841 0.06 0.06 0.06 Image Redacting I reclactionj 0.0841 0.06 0.06 0.06 Optical Character Recognition I imagel 0.0181 0.012 0.012 0.012 OCR Clean-up I hourl 42.2451 42.2451 42.2451 42.245 Not Evaluated but will be part of contract if so awarded volumes of existing paper and soft image files. Please include per increment values for the City's use in Miscellaneous Services: 06- Description U/M Unit Price(Mandatory) A. Archiving: i ive Writing(Conversion of TIFF images to Film)16mm I imagel 0.06 Archive Writing(Conversion of TIFF images to Film)35mm image 0.181 Microfiche Conversion per image image 0.121 B. Misc.Imaging Services: "Special Circumstances"Pick-up and Delivery of documents to be converted first 15 miles trip 60.35 "Special Circumstances"Pick-up and Delivery of documents additional miles mile 0.543 C. On Site Scanning Services day 675.92 Media Conversion Services ProRes Spec Beta SP per min 2.414 CD per min 0.121 Mini DV per min 2.414 VHS per min 2.414 0 Cassette Audio Conversion per min 1.207 D. Misc.Imaging Services: Pick-up and Delivery of documents to be converted first 15 miles i tripi 60.35 Contract #000000000004430 Change Order#3 Attachment#1 Pricing Effective 11/21/2022 Pick-up and Delivery of documents additional miles mile 0.543 On Site Scanning Services day 675.92 Other Scanning Services: U/M Secure Online Hosting GB 1.811 Large Drum Scanning square inch 0.302 Xray square inch 0.121 Oversize Flatbed sgft 9.656 r � !1 1 CHANGE ORDER TO SUPPLIER CONTRACT The City of Seattle Contract#: Date: Change Order: PURCHASING AND CONTRACTING 000000000004430 04/27/2023 4 700—5th AVE#4350 PO BOX 94669 Payment Terms: Freight Terms: Seattle,WA 98124-4669 .5% 10 DAYS NET 30 Prepaid/Allow: FOB Destination Contract Administrator: Email: Phone: Jen Lyman Jen.Lyman@seattle.gov 206-256-5307 Ship To: Bill To: CITY DEPARTMENTS ORDERING DEPARTMENT Supplier#: 0000501612 PERFECT IMAGE INC 13615 NE 126TH PL STE 450, KIRKLAND, WA 98034-8730 Contact Type Contact Name Phone# Email Primary Eric Fleming 425-576-0989 eflem@pimage.com I. BACKGROUND The City of Seattle ("City') awarded a contract to PERFECT IMAGE INC, as a result of, Invitation to Bid (# 3702) for OFFICE SERVICES - SCANNING & IMAGING (the "Contract"). The Contract is available to all City departments. II. CHANGE ORDER DESCRIPTION This change order#4 is to exercising the option to extend contract for 2 years to 05/02/2025.The Contract will otherwise remain in full force and effect. III. ADDITIONAL NOTES Orders must be placed by an authorized City department representative. Invoices must be mailed in duplicate to the applicable City accounts payable representative. Each invoice must indicate the supplier contract number. A list of accounts payable representatives is available upon request. Authorized Signature/Date 04/27/2023 FAS Rev.5/20/2022 Q r � !1 1 CHANGE ORDER TO SUPPLIER CONTRACT The City of Seattle Contract#: Date: Change Order: PURCHASING AND CONTRACTING 000000000004430 11/15/2023 5 700—5th AVE#4350 PO BOX 94669 Payment Terms: Freight Terms: Seattle,WA 98124-4669 .5% 10 DAYS NET 30 Prepaid/Allow: FOB Destination Contract Email: Phone: Administrator: Jen.Lyman@seattle.gov 206-256-5307 Jen Lyman Ship To: Bill To: CITY DEPARTMENTS ORDERING DEPARTMENT Supplier#: 0000501612 PERFECT IMAGE INC 13615 NE 126TH PL STE 450, KIRKLAND, WA 98034-8730 Contact Type Contact Name Phone# Email Primary Eric Fleming 425-576-0989 eflem@pimage.com I. BACKGROUND The City of Seattle ("City") awarded a contract to PERFECT IMAGE INC as a result of Invitation to Bid (#3702) for Digitization Services (Scanning, Indexing, Metadata Entry, Document, and Media Conservation)(the"Contract").The term of the Contract is 05/02/2018 through 05/02/2025.The Contract is available to all City departments. II. CHANGE ORDER DESCRIPTION This change order #5 is to update pricing effective 11/21/2023 (Attachment #1). The Contract will otherwise remain in full force and effect. III. ADDITIONAL NOTES Orders must be placed by an authorized City department representative. Invoices must be mailed in duplicate to the applicable City accounts payable representative. Each invoice must indicate the supplier contract number. A list of accounts payable representatives is available upon request. Authorized Signature/Date •� 11/27/2023 FAS Rev.5/20/2022 Contract#000000000004430 Change Order#5 Attachment#1 Pricing Effective 11/21/2023 needed to get the file/pages prepped for maximum image quality can be obtained. Document Preparation/Reassembly hour 35.65 B.Indexing(data entry)-List of Documents taken for scanning and metadata entry Document Indexing hour 35.65 C.Document Scanning:(Group IV TIFF) 1-500 501-1000 10001-1M11 over 1M 200 dpi(Single-sided or duplex,no file separation) Smaller than 8 1/2"X 11" image 0.071 0.05 0.05 0.043 8 1/2"X 11" image 0.071 0.05 0.05 0.043 8 1/2"X 14" image 0.071 0.05 0.05 0.043 11"X 14" image 0.128 0.086 0.078 0.071 11"X 17" image 0.128 0.086 0.078 0.071 300 dpi option each 0.014 0.014 0.014 0.014 400 dpi option each 0.043 0.043 0.043 0.043 Barcode recognition and verification barcode 0.014 0.014 0.014 0.014 Document Imprinting(prior to scan) image 0.043 0.043 0.043 0.043 D.Document Scanning:Oversize Documents(Group IV TIFF) 0 0 0 0 300 dpi 0 0 0 0 18"X 24" image 1.07 0.927 0.927 0.856 24"X 36" image 1.426 1.07 1.07 0.998 36"X 48" image 1.783 1.212 1.212 1.141 oversize Sq.Ft 0.499 0.299 0.299 0.285 400 dpi option each 0.713 0.713 0.713 0.713 Grayscale Scanning 1 0 0 0 0 letter or legal image 0.071 0.05 0.05 0.043 11"X 17" image 0.128 0.086 0.078 0.071 18"X 24" image 0.357 0.357 0.357 0.357 24"X 36" image 0.713 0.713 0.713 0.713 36"X 48" image 0.713 0.713 0.713 0.713 oversize Sq.Ft 0.357 0.285 0.285 0.285 Color Scanning letter or legal image 0.114 0.071 0.071 0.071 11"X 17" image 0.143 0.114 0.114 0.114 18"X 24" image 2.139 1.854 1.854 1.854 24"X 36" image 2.852 2.139 2.139 2.139 36"X 48" image 3.565 2.424 2.424 2.424 oversize Sq.Ft 0.998 0.599 0.599 0.599 E.Photo Scanning Photo Prints(200 dpi)Photos probably would be 300 or 400 3x5 image 1.426 0.713 0.713 0.713 4x6 image 1.426 0.713 0.713 0.713 8x10 image 4.278 1.426 1.426 1.426 300 dpi option each 0.357 0.357 0.357 0.357 400 dpi option each 1.07 1.07 1.07 1.07 Film(3000x3000 pixels) 35mm Strip Film image 1.426 0.713 0.713 0.713 Single 35mm Frame image 2.139 1.07 1.07 1.07 35mm Slide image 1.426 0.713 0.713 0.713 60mm/120 format Strip Film image 2.852 1.426 1.426 1.426 Single 60mm Frame image 4.278 2.496 2.496 2.496 4x5 transparency mage 5.704 3.209 3.209 3.209 8x10 transparency in 9.982 8.556 8.556 8.556 Higher Resolution Option 4000x4000 pixels each 1.07 0.713 0.713 0.713 Higher Resolution Option 5000x5000 pixels each 1.426 1.07 1.07 1.07 Bound Book Scanning We did send bound books if they take them apart they may or may not have to put them together depending on the work order,but we should know what it costs to stich them back to binding 46 imagel 1.4261 0.7131 0.571 0.528 8x10 imagel 1.4261 0.7131 0.571 0.528 11x17 imagel 1.4261 0.7131 0.571 0.528 Contract#000000000004430 Change Order#5 Attachment#1 Pricing Effective 11/21/2023 Oversize or Planetary Sq.Ft 0.998 0.813 0.813 0.713 Shearing Pages per cut 4.278 2.852 2.852 2.852 removal of stitched binding per binding 21.39 17.112 17.112 17.112 F. Miscellaneous Imaging Supplies and Services: Key Data Entry keystroke 0.017 Sequential tiff numbering image 0.003 File Renaming image 0.003 Recording of images to Media image 0.001 10%Random inspection image 0.01 Inspect each image image 0.01 Image Clean-up image 0.071 Border Erasure image 0.071 Image Redacting redaction 0.071 Optical Character Recognition image 0.014 OCR Clean-up hour 49.91 Conversion of TIFF Image to PDF(Image-Only) image 0.021 Conversion of TIFF Image to PDF(w/Hidden Text) image 0.036 Conversion of TIFF Image to PDF(Normal) image 0.036 PDF/Hyperlinking and Bookmarking link 0.071 Barcode Sheets(purchase only) sheet 0.057 Patch Separation Sheets(purchase only) sheet 0.057 Patch Sheet Processing(removal) sheet 0.036 Document Destruction Cu.Ft. 12.834 DS-2 Microfilm/Microfiche to Digital Image Conversion Description U/M Unit Price(Mandatory) A.Labor-Preparation for Scanning Microform Preparation hour 35.65 Professional Services 35.65 (Roll Level Indexing and Document Level Indexing) hour 0 Minimum Project Charge lot 106.95 B.Microform Scanning: 16mm Microfilm 1-500 501-10000 10001-1M over 1M (grayscale) 200 dpi Various Sizes image 0.043 0.029 0.029 0.021 300 dpi option eachl 0.014 0.014 0.014 0.007 400 dpi option each 0.029 0.014 0.014 0.014 (color) 200 dpi Various Sizesi image 0.285 0.214 0.214 0.214 300 dpi option each 0.143 0.071 0.071 0.071 400 dpi option each 0.285 0.143 0.143 0.143 35mm Microfilm (grayscale) 200 dpi Various Sizes image 0.143 0.071 0.071 0.57 300 dpi option each 0.029 0.014 0.014 0.014 400 dpi option each 0.071 0.029 0.029 0.029 (color) 200 dpi Various Sizes image 0.642 0.499 0.499 0.499 300 dpi option each 0.143 0.071 0.071 0.071 400 dpi option each 0.285 0.143 0.143 0.143 16mm Microfiche: (grayscale) 200 dpi: Jacketed Fiche image 0.057 0.036 0.036 0.029 COM Fiche image 0.114 0.043 0.043 0.036 Micro size imagel 0.114 0.043 0.043 0.036 300 dpi option eachl 0.0141 0.014 0.014 0.014 Contract#000000000004430 Change Order#5 Attachment#1 Pricing Effective 11/21/2023 400 dpi option each 0.029 0.029 0.029 0.029 Minimum Charge per fiche fiche 1.426 0.856 0.856 0.713 (Color) 200 dpi: Jacketed Fiche image 0.57 0.357 0.357 0.285 COM Fiche image 1.141 0.428 0.428 0.357 Micro size image 1.141 0.428 0.428 0.357 300 dpi option each 0.143 0.143 0.143 0.143 400 dpi option each 0.285 0.285 0.285 0.285 Minimum Charge per fiche fiche 1.711 0.642 0.642 0.535 35mm Microfiche: (grayscale) 200 dpi Jacketed Fiche image 0.057 0.036 0.036 0.029 Mixed 16mm and 35mm upcharge fiche 0.114 0.043 0.043 0.036 Minimum Charge per fichel fiche 0.114 0.043 0.043 0.036 300 dpi option each 0.014 0.014 0.014 0.014 400 dpi option each 0.029 0.029 0.029 0.029 (Color) 200 dpi Jacketed Fiche image 0.856 0.535 0.535 0.428 Mixed 16mm and 35mm upcharge fiche 1.711 0.642 0.642 0.535 Minimum Charge per fiche fiche 1.711 0.642 0.642 0.535 300 dpi option each 0.214 0.214 0.214 0.214 400 dpi option each 0.428 0.428 0.428 0.428 35mm Aperture Cards: (grayscale) 200 dpi card 1.426 0.927 0.784 0.642 300 dpi option card 0.357 0.357 0.357 0.357 400 dpi option card 0.713 0.713 0.713 0.713 Sizes in 4-up mode carved to 4 separate images card 0.713 0.713 0.713 0.713 (Color) 200 dpi card 2.852 1.854 1.569 1.283 300 dpi option card 0.713 0.713 0.713 0.713 400 dpi option card 1.426 1.426 1.426 1.426 Sizes in 4-up mode carved to 4 separate images card 0.713 0.713 0.713 0.713 C.Miscellaneous Imaging Services: Auditing to determine no missed or cropped images image 0.007 0.004 0.004 0.004 Random inspection image 0.021 0.01 0.01 0.01 Inspect each image image 0.021 0.01 0.01 0.01 Image Clean-up image 0.1 0.071 0.071 0.071 Border Erasure imagel 0.1 0.071 0.071 0.071 Image Redacting redaction 0.1 0.071 0.071 0.071 Optical Character Recognition I image 0.0211 0.014 0.014 0.014 OCR Clean-up I hour 49.911 49.91 49.91 49.91 Not Evaluated but will be part of contract if so awarded Provide flexible volume pricing solution for converting microfilm,scanning paper,and indexing of large volumes of existing paper and soft image files. Please include per increment values for the City's use in estimating expenses,i.e.per inch,per page,per index,etc.,and any special expenses relating to small size or oversized items,duplex or colored pages. Indicate if volume discount applies and what it would be? Miscellaneous Services: Description U/M Unit Price(Mandatory) A. Archiving: Archive Writing(Conversion of TIFF images to Film)16mm image 0.071 Archive Writing(Conversion of TIFF images to Film)35mm image 0.214 Microfiche Conversion per image image 0.143 B. Misc.Imaging Services: Contract#000000000004430 Change Order#5 Attachment#1 Pricing Effective 11/21/2023 "Special Circumstances"Pick-up and Delivery of documents to be converted first 15 miles trip 71.3 "Special Circumstances"Pick-up and Delivery of documents additional miles mile 0.642 C. On Site Scanning Services day 798.56 Media Conversion Services ProRes Spec Beta SP per min 2.852 CD per min 0.143 Mini DV per min 2.852 VHS per min 2.852 Cassette Audio Conversion per min 1.426 D. Misc.Imaging Services: Pick-up and Delivery of documents to be converted first 15 miles trip 71.3 Pick-up and Delivery of documents additional miles mile 0.642 On Site Scanning Services day 798.56 Other Scanning Services: U/M $ Secure Online Hosting GB 2.139 Large Drum Scanning square inch 0.357 Xray square inch 0.143 Oversize Flatbed sqft 11.408 Client#:2061455 PERFEIMA3 (MMlDamY ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATEY) 121(MMIDO 4 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME_ Monty Cartes USI Insurance Services, LLC PHONE,E>n:2p6 zi0.902fi 610-362.8093 A1C No: 2375 E.Camelback Road, Suite 740 E-MAIL mon es usi.com ADDRESS: tycart Phoenix,AZ $5016 IN SURE R(S)AFFORDING COVER AGE NAM INSURERA:Hartford Underwriters Insurance Company 30104mN INSURED INSURER B:Hartford Accident and Indemnity Co 22357 Perfect Image, Inc. INSURER C 13615 NE 126TH PL STE 450 IHSURERD: Kirkland,WA 98034 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: 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 CONTRACTOR 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 IJMITS LTR INSR WVD YYY_ POLICY NUMBER Mmloc Y MMIDD A X COMMERCIAL GENERAL LIABILITY X X 52SBABC 1 WXZ 7/01/2024 07/01/2025 EACH OCCURRENCE s2,000,000 ENTED CLAIMS-MADE X OCCUR RAvfil�s�Es�? u ren�a $1 0U0,000 MED EXP(Any one person) $10 000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 X POLICY ECTPRO- LOC PRODUCTS-COMWOP AGG $4,000,000 OTHER: $ B AUTOMOBILE LIABILITY X X 52UECCM5236 12/18/2024 12/1812025 COMBINED SINGLE LIMIT 1 OQQ,QQQ _{ ,a ax ident� X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BOS]ILY INJURY(Per aacdent) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accbdent A X UM8RELLA LIAB X OCCUR 52SBABCl WXZ 7/01/2024 07101/2025 EACH OCCURRENCE $1 000 000 EXCESS LIAR CLAIMS-MADE AGGREGATE $1 000 000 DEC I X I RETENTION$10,000 $ WORKERS COMPENSATION PER OTH- A AND EMPLOYERS'LIABILITY 52SBABCl WXZ 7/01/2024 07/01/202 T rER ANY PROP RIETORIPARTNERIEXECUTIVE Y 1 N WA Stop Gap E.L.EACH ACCIDENT $1 000 000 OFFICERIMEMSER EXCLUDED? NIA {Mandatary in NH) E.L.DISEASE-EA EMPLOYEE $1 000 000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT s1,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached N more Space is required) City of Kent is included as additional insured on General Liability and Auto Liability policies per the attached endorsement.General Liability&Auto Liability policies are primary and non-contributory.Waiver of Subrogation applies to General Liability 8r Auto Liability policies. CERTIFICATE HOLDER CANCELLATION City of Kent SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Clerk ACCORDANCE WITH THE POLICY PROVISIONS. 220 Fourth Ave South Kent,WA 98032 AUTHORIZED REPRESENTATIVE ©T3 8-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016103) 1 of 1 The ACORD name and Toga are registered marks of ACORD #S475082011M47500924 MYCZS This page has been left blank intentionally.