HomeMy WebLinkAboutMagnum Agreement for Services for Plotter Printer MaintenanceQTY ~LJ~UF~N
~EEE~T FOR ERIIIE
THIS AORE~I~ENT made and entered into an this ~ day of , ~0~ a, by and
between the City at Auh~rn, a municipal corporation of the State of vUashington, ereinafter referred to as "`City," and Niagr~u ~r~nt solutions ~~1PS}, hereinafter referred to as the
"Pr older,"
vIIITNESSTI~I:
v~lHEREAS, the City is in need of the services of individuals, employees ar firms for generator
maintenance work; and,
vlfHI=REAS, the City desires to retain the Provider to provide said services in connection with the
City's work; and,
UvHEREAS, the Provider is qualified and able to provide services in connection with the City's
needs for the above-described work, and is willing and agreeable to provide such services upon the terms
and conditions herein contained.
NOIN, THEREFORE, the parties hereto agree as follows:
Scope of Services The Provider agrees to perform in a good and professional manner the tasks described an Exhibit
"A" which is attached hereto and by this reference made a part of this Agreement. {The tasks
described on Exhibit ""shall be individually referred to as a "task," and collectively referred to as
the "services,"} The Provider shall perform the services as an independent contractor and shall not
be deemed, by virtue of this Agreement and the performance thereof, to have entered into any partnership, joint venture, employment or other relationship with the City. The Provider
shall
perform the services described in Exhibit "A" on the equipment listed in Exhibit "B," which is
attached hereto and by this referenced made a part of this Agreement.
2. Additional Services
In the event additional services with respect to related work are required beyond those specified in
the Scope of vvork, and not Included in the compensation listed in this Agreement, a contract
amendment shall beset forth in writing and shall be executed by the respective parties prior to the
Provider's performance of the services there under, except as may be provided to the contrary in Section 3 of this Agreement. Upon proper completion and execution of an Amendment agreement
for additional services}, such Amendment shall be incorporated into this Agreement and shall have
the same force and effect as if the terms of such Amendment were a part of this Agreement as
originally executed. The performance of services pursuant to an Amendment shall be subject to the terms and conditions of this Agreement except where the Amendment provides to the contrary,
in
which case the terms and conditions of any such Amendment shall control, In all other respects,
any Amendment shall supplement and be construed in accordance with the terms and conditions of
this Agreemen#,
3. Performance of Additional ervioes Prior to Execution of an Amendment
The parties hereby agree that situations may arise in which services other than thane described on
Exhibit "A"are desired by the City and the time period for the completion of such services makes
the execution of Amendment impractical prior to the commencement of the Provider's performance of the requested services, The Provider hereby agrees that it shall perform such services
upon the
written request of an authari~ed representative of the City pending execution of an Amendment, at
a rate of compensation to be agreed to in connection therewith. The invoice procedure far any
such additional services shall be as described in Section 7 of this Agreement,
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Provider's resentations
The Provider hereby represents and warrants that the Provider has all necessary licenses and
certifications to perform the services provided for herein, and is qualified to perform such services.
pity's Responsibilities
The City shalt da the following in a timely manner so as not to delay the services of the Provider.
a. Qesignate in writing a person to act as the City's representative with respect to the services.
The City's designee shall have complete authori#y to transmit instructions, receive information, interpret and dune the City's policies and decisions with respect to the services.
b. Furnish the Provider with all information, criteria, objectivos, schedules and standards for the
project and the services provided for herein.
c. Arrange for access to the property or facilities as required for the Provider to perform the
services provided for herein. d. examine and evaluate all studies, reports, memoranda, plans, sketches, and other documents
prepared by the Provider and render decisions regarding such documents in a timely manner to
prevent delay of the services.
5. Acceptable Standards,
The Provider shall be responsible to provide, in connection with the services contemplated in this
Agreement, work products and services of a quality and professional standard acceptable to the
City.
Compensation
As compensation for the Provider's performance of the services provided far herein, the City shall
pay the Provider the sung al: Nine Hundred Dollars and na cents ~~~~aOD} per year, plus
applicable sales tax, plus the cast of parts. The Provider shall submit to the City an invoice or statement of time spent on tasks included in the scope of work provided herein, and
the City shall
process the invoice or statement in the next billingJclaim cycle following receipt of the invoice or
statement, and shall remit payment to the Provider thereafter in the normal course, subject to any
conditions or provisions in this Agreement or Amendment, The Agreement number must appear ~n all invoices submitted. The not-toWexceed amount for this agreement is ~~,40~,1~a.
8. Time for Performance and Term of A regiment
The Provider shall not begin any work under this Agreer~ent until authorized in writing by the City.
The Provider shall perform the services provided for herein in accordance with the direction and scheduling provided on exhibit "A" attached hereto and incorporated herein by this reference,
unless otherwise agreed to in writing by the parties. The Term of this Agreement shall terminate on
' ~ ~ , .This Agreement maybe extended far two one-year periods upon written
agreement o the Parties.
9. ownership and Use of Documents
All documents, reports, memoranda} diagrams, sketches, plans, surveys, design calculations,
working drawings and any other materials created or otherwise prepared by the Provider as part of
his performance of this Agreement the "work Products"} shall be owned by and become the property of the City, and may be used by the City for any purpose beneficial to the City.
~ D. Records Inspection and Audit
All compensation payrnents shall be subject to the adjustments for any amounts found upon audit or otherwise to have been improperly invoiced, and all records and books of accounts pertaining
to
any work performed under this Agreement shall be subject to inspection and audit by the City far a
period of up to three ~3}years tram the final payment for work performed under this Agreement.
~ ~ . Continuation of Performance
~n the event that any dispute or conflict arises between the parties while this Contract is in effect,
the Provider agrees that, notwithstanding such dispute or conflict, the Provider shall continue to
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rake a goad faith effort to cooperate and continue work toward successful cornpletian of assigned
duties and responsibilities.
~ Administration of Agreer~ent
This Agreement shall be administered by ~fady Adsero, an behalf of the I'ravider, and by the lUlayar of the City, or designee, an behalf of the City. Any vuritten notices required by
the terms of this
Agreement shall be served an or mailed to the following addresses:
City of Auburn ll~agnum Print Solutions
Lorrie Rempher l~yan Van Quill IS Director Director of Sales and lUlarlceting
~5 v1! lvCain t ~ South Snoqualmie Street
Auburn, V1fA 98D~~-998 Seattle, lflfA 98~~8
Phone; ~53~~88-~~~ Phone: ~aG-~4-7~~5 l=ax. ~~0 1=ax: ~a-~~~-~os~
~-mail: lrempherauburnwa.gov l~-mail: Ryanmagnumlaser,cam
~ 3. Notices All notices or comn~unicatians permitted ar required to be given under this Agreement shall be in
writing and shall be deemed to have been duly given if delivered in person or deposited in the
United States mail, postage prepaid, for mailing by certified mail, return receipt requested, and
addressed, if to a party of this Agreement, to the address for the party set forth shave.
dither party may change his, her or its address by giving notice in writing, stating his, her ar its new
address, to the other party, pursuant to the procedure set forth above.
14. Insurance The Provider shall procure and maintain for the dr~ration of this Agreer~ent, insurance against
cCaim for injuries to persons or damage to property which may arise from ar in connection with the
perfarr~ance of the work hereunder by the Provider, ar the Provider's agents, representatives,
employees, or subcontractors.
Provider's maintenance of insurance as required by the Agreement shall not be construed #o limit
the liability of the Provider to the coverage provided by such insurance, ar otherwise limit the City's
recourse to any remedy available at law or in equity.
The service Provider shall obtain insurance of the types described below:
a.Autamabile Liability insurance, covering aCl awned, non-owned, hired and leased vehicles.
Coverage shall be written an insurance Services Office ~150~ form CA a~ or a substitute
form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual Ciability coverage, Provider shall maintain automobile insurance with
minimum combined single limit far bodily injury and prope~y damage of ~,0~0,~00 per
accident.
b. Commercial General Liability insurance shall be written on lS0 occurrence form C gg D~ and
shall saver Ciability arising from premises, operations, Independent can#ractars, products-
can~pleted operations, stop gap liability, personal injury and advertising injury, and liability
assumed under an Insured contract. The Commercial general Liability insurance shall be endorsed to provide the Aggregate I'er Project indorsement ISO farm C~ D3 ~ ~ S5. There
shall be na endorsement or rnodiflcation of the Commercial General Liability insurance for
liability arising from explosion, collapse or underground property damage. The City shall be
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named as an insured under the Contractor's Commercial General Liability insurance policy with
respect to the warp performed far the City using ISO Additional Insured endorsement
CG ~ ~ ~ ~ 0~ and Additional Insured-Completed Operations endorsement CG 371 D 01 or
substitute endorsements providing equivalent coverage. Commercial General Liability insurance shall be written with limits no less than 1,000,gOD each occurrence, $2,OD~,0~0
general aggregate, and a ~,D~q,D~D products-completed aperatians aggregate limi#.
c. 1lvorl~er's Campensatian coverage as required by the Industrial Insurance laws of the State of
vllashingtan,
The insurance policies are to contain, ar be endorsed to contain, the following provisions for
Automot}ile Liability and Commercial general Liability insurance;
a. The Provider's insurance coverage shall be primary insurance s respects the City. Any
insurance, self insurance, ar insurance pool coverage maintained by the City shall be excess of
the Provider's insurance and shall not contribute vuith it.
b, The Provider`s insurance shall be endorsed to state that coverage shall not be cancelled by either party, except afker 34 days prior written native by certified rnail, return receipt
requested,
has been given to the City.
Insurance is to be placed Frith an authorized insurer in Uvashington State. The insurer must have a current A.1111. Best rating of not less than A;11I1.
Provider shall furnish the City with certificates of insurance and a copy of the amendatory
endorsements, including but net necessarily limited to the additional insured endorser~ent, evidencing the insurance requirements of the Provider before commencement of the worl~.
15. IndemnificationJHold Harmless
The Provider shall defend, indemnify and hold the City and its officers, officials, employees, and
volunteers harmless from any and all claims, injuries, damages, losses, ar suits including attorney fees, arising out of or in connection with the performance of this Agreement, except
for injuries and
damages caused by the sole negligence of the City.
Should a court of competent jurisdiction determine that this Agreement is subject to RCV114.~4.~ 15, then, in the event of liability far damages arising out of bodily injury to persons
or damages to
property caused by or resulting from the concurrent negligence of the Provider and the City, its
officers, officials, employees, and volunteers, the Provider's liability hereunder shall be only to the
extent of the Provider's negligence. I# is further specifically and expressly enders#aod that the
indemnification provided herein constitutes the Provider's waiver of immunity under Industrial Insurance, Title 51 RCVIl, solely for the purposes of this indemnification. This waiver
has been
mutually negotiated by the parties. The provisions of this section shall survive the expiration or
termination of this Agreement,
1 fi. Assi nment
Neither party to this Agreement shall assign any right or obligation hereunder in whale ar in part,
withou# the prior written consent of the other party hereto. No assignment ar transfer of any interest
under this Agreement shall be deemed to release the assignor from any liability or obligation under
this Agreement, ar to cause any such liability ar obligation to be reduced to a secondary liability ar obligation.
~ Nondiscrimination
The Provider may not discriminate regarding any services ar activities to which this Agreement may apply directly or through contractual, hiring, ar other arrangements on the grounds
of race, color,
creed, religion, national origin, sex, age, or v~rhere there is the presence of any sensory, mental or
physical handicap.
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~ S. Amendment, lylodification ar yyaiver
No amendment, modification or waiver of any condition, provision or term of this Agreement shall
be valid or of any effect unless made ~in writing, signed by the party or parties to be bound, or such party's or parties" duly authorized representatives}and specifying with particularity
the nature and
extent of such amendment, modification or waiver. Any waiver by any party of any default of the
other party shall not affect or impair any right arising from any subsequent default,
Nothing herein shall limit the remedies or rights afi the parties hereto under and pursuant to this Agreement,
~ 9. Termination and ,,u,p~ion
Either party may terminate this Agreement upon written notice to the other party if the other party fails substantially to perform in accordance with the terms of this Agreement through
no fault of the
party terminating the Agreement.
The City ray terminate this Agreement upon not less than seven days written notice to the Provider if the services provided for herein are no longer needed from the Provider,
if this Agreement is terminated through no fault of the Provider, the Provider shall be compensated
for services performed prior to termination in accordance with the rate of cornpensation provided in
Exhibit "`B'" hereof,
Parties in Interest
This Agreement shall be binding upon, and the benefits and obligations provided for herein shall inure to and bind, the parties hereto and their respective successors and assigns, provided
that this
section shall not be deemed to permit any transfer or assignment otherwise prohibited by this
Agreement. This Agreement is for the exclusive benefit of the parties hereto and it does not create
a contractual relationship with ar exist for the beneft of any third party, including contractors, sub-
contractorsand their sureties.
Costs to Prevailing Par~v
In the event of such litigation or other legal action, to enforce any rights, responsibilities or
obligations under this Agreement, the prevailing parties shall be entitled tv receive its reasonable costs and attorney's fees.
A livable Law
This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of 1ashington and venue far any action hereunder
shall be in
of the county in Vvashington State in which the property or project is located, and if not site specific,
then in King County, vlfashington; provided, haweverr that it is agreed and understand that any
applicable statute of limitation shall commence na later than the substantial completion by the
Provider of the services.
3. Captions, Heading,,,,and Titles
All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part of this Agreement or act as a limitation of the scope of the particular paragraph or sections to which they apply. As used
herein, where
appropriate, the singular shall include the plural and vice versa and masculine, feminine and neuter
expressions shaft be interchangeable. Interpretation or construction of this Agreement shall not be
afl:ected by any determination as tv who is the drafter of this Agreement, this Agreement having
been drafted by mutual agreement of the parties.
~4. severable Provisions
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~~I~~IT
PREV~NT~IT~V ~A~~lT~i~AN~~ TAS~{s
~ . SIP will provide an site service far t#~e fallowing pieces of equipment:
H P esign~et ~ ~55cm ~ Hl~ Design~et 4~~~cm
A!l equipment will be cleaned, inventoried and inspected at the beginning of contract,
and then three times per yearthereafter~
i~P will provide three on-site preventative maintenance calls, which shall include all lobar
except as follows:
A. Any service due to accident involving damage of equipment, operator neg#igence, or
problems ceased by any unauthorised modifications, misuse or relocation of equipment
B. Complete reconditioning when equipment has been in service for a period of time,
which represents the useful life of, said equipment.
C. Any problems due to outside environment, such as fire, flood, theft, earthquake,
vandalism, ar any natural disaster, pav~rerfailure, air conditioning failure, excessive dirt
and dust, orfail~re by custarnerto maintain machine according to manufacturer's
specifications,
D. Any consumable parts ar supplies such as ink~ets, print heads, paper, printer ribbons, developers, drum units, toner, fusers, etc.
3. NIPS will respond to a service call within eight business hours of receiving a call for service.
This response time is only available Monday through Friday S am to 5 pm.
4. Any necessary repairs wii! be billed for parts only; all travel time and labor casts will be
covered by this agreement.
. If ar~y equipment needs to be taken to Ivll~' facilities far furthertesting or repair ~P will
have the equipment tested or repaired and back to City in hours as long as parts are
available far repair.
5. Far items needing proprietary parts it may take longer far repair, excluding holidays, unless
otherwise slated below.
The City must authari~e, in writing, the removal of the equipment from City property, and any
repairs.
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