HomeMy WebLinkAboutMagnum Print Solutions (MPS)71N 3.((el ,IZ
CITY OF AUBURN
AGREEMENT FOR SERVICES
THIS AGREEMENT made and entered into on this .A day of , 2010, by and
between the City of Auburn, a municipal corporation of the State of Washington, ereinafter referred to
as "City," and Magnum Print Solutions (MPS), hereinafter referred to as the "Pr vider."
WITNESSETH:
WHEREAS, the City is in need of the services of individuals, employees or firms for generator
maintenance work; and,
WHEREAS, the City desires to retain the Provider to provide said services in connection with the
City's work; and,
WHEREAS, 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.
NOW, THEREFORE, the parties hereto agree as follows:
Scope of Services
The Provider agrees to perform in a good and professional manner the tasks described on Exhibit
"A" which is attached hereto and by this reference made a part of this Agreement. (The tasks
described on Exhibit "A" 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 Work, and not included in the compensation listed in this Agreement, a contract
amendment shall be set 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 Agreement.
3. Performance of Additional Services Prior to Execution of an Amendment
The parties hereby agree that situations may arise in which services other than those 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 authorized representative of the City pending execution of an Amendment, at
a rate of compensation to be agreed to in connection therewith. The invoice procedure for any
such additional services shall be as described in Section 7 of this Agreement.
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4. Provider's Representations
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.
City's Resqonsibilities
The City shall do the following in a timely manner so as not to delay the services of the Provider:
a. Designate in writing a person to act as the City's representative with respect to the services.
The City's designee shall have complete authority to transmit instructions, receive information,
interpret and define the City's policies and decisions with respect to the services.
b. Furnish the Provider with all information, criteria, objectives, 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.
6. 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.
7. Comqensation
As compensation for the Provider's performance of the services provided for herein, the City shall
pay the Provider the sum of Nine Hundred Dollars and no cents ($900.00) per year, plus
applicable sales tax, plus the cost 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 billing/claim 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 on
all invoices submitted. The not-to-exceed amount for this agreement is $25,407.90.
Time for Performance and Term of Agreement
The Provider shall not begin any work under this Agreement 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
3 '.o/ . This Agreement may be extended for two one-year periods upon written
agreement o the Parties.
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.
10. Records Inspection and Audit
All compensation payments shall be subject to the adjustments for any amounts found upon audit
or otherwise to have been improperly invoiced, and ail records and books of accounts pertaining to
any work performed under this Agreement shall be subject to inspection and audit by the City for a
period of up to three (3) years from the final payment for work performed under this Agreement.
11. Continuation of Performance
In 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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make a good faith effort to cooperate and continue work toward successful completion of assigned
duties and responsibilities.
12. Administration of Aqreement
This Agreement shall be administered by Jody Adsero, on behalf of the Provider, and by the Mayor
of the City, or designee, on behalf of the City. Any written notices required by the terms of this
Agreement shall be served on or mailed to the following addresses:
City of Auburn
Lorrie Rempher
IS Director
25 W Main St
Auburn, WA 98001-4998
Phone: 253-288-3160
Fax: 253-876-1920
E-mail: Irempher(a)auburnwa.gov
Magnum Print Solutions
Ryan Van Quill
Director of Sales and Marketing
633 South Snoqualmie Street
Seattle, WA 98108
Phone: 206-624-7715
Fax: 206-624-6085
E-mail: Rvan magnumlaser.com
13. Notices
All notices or communications permitted or 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 above.
Either party may change his, her or its address by giving notice in writing, stating his, her or its new
address, to the other party, pursuant to the procedure set forth above.
14. Insurance
The Provider shall procure and maintain for the duration of this Agreement, insurance against
claims for injuries to persons or damage to property which may arise from or in connection with the
performance of the work hereunder by the Provider, or the Provider's agents, representatives,
employees, or subcontractors.
Provider's maintenance of insurance as required by the Agreement shall not be construed to limit
the liability of the Provider to the coverage provided by such insurance, or 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.Automobile Liability insurance, covering all owned, non-owned, hired and leased vehicles.
Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute
form providing equivalent liability coverage. If necessary, the policy shall be endorsed to
provide contractual liability coverage. Provider shall maintain automobile insurance with
minimum combined single limit for bodily injury and property damage of $1,000,000 per
accident.
b. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and
shall cover liability arising from premises, operations, independent contractors, products-
completed operations, 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 Per Project Endorsement ISO form CG 25 03 11 85. There
shall be no endorsement or modification 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 work performed for the City using ISO Additional Insured endorsement
CG 20 10 10 01 and Additional Insured-Completed Operations endorsement CG 20 37 10 01 or
substitute endorsements providing equivalent coverage. Commercial General Liability
insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000
general aggregate, and a$2,000,000 products-completed operations aggregate limit.
c. Worker's Compensation coverage as required by the Industrial Insurance laws of the State of
Washington.
The insurance policies are to contain, or be endorsed to contain, the following provisions for
Automobile Liability and Commercial General Liability insurance:
a. The Provider's insurance coverage shall be primary insurance as respects the City. Any
insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of
the Provider's insurance and shall not contribute with it.
b. The Provider's insurance shall be endorsed to state that coverage shall not be cancelled by
either party, except after 30 days prior written notice by certified mail, return receipt requested,
has been given to the City.
Insurance is to be placed with an authorized insurer in Washington State. The insurer must have a
current A.M. Best rating of not less than A:VII.
Provider shall furnish the City with certificates of insurance and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured endorsement,
evidencing the insurance requirements of the Provider before commencement of the work.
15. Indemnification/Hold 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, or 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 RCW 4.24.115,
then, in the event of liability for 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. It is further specifically and expressly understood that the
indemnification provided herein constitutes the Provider's waiver of immunity under Industrial
Insurance, Title 51 RCW, 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.
16. Assignment
Neither party to this Agreement shall assign any right or obligation hereunder in whole or in part,
without the prior written consent of the other party hereto. No assignment or transfer of any interest
under this Agreement shall be deemed to release the assignor from any liability or obligation under
this Agreement, or to cause any such liability or obligation to be reduced to a secondary liability or
obligation.
17. Nondiscrimination
The Provider may not discriminate regarding any services or activities to which this Agreement may
apply directly or through contractual, hiring, or other arrangements on the grounds of race, color,
creed, religion, national origin, sex, age, or where there is the presence of any sensory, mental or
physical handicap.
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18. Amendment. Modification or Waiver
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 representative(s) 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 of the parties hereto under and pursuant to this
Agreement.
19. Termination and Suspension
Either party may terminate this Agreement upon written notice to the other party if the other party
fails substantiaily to perform in accordance with the terms of this Agreement through no fauit of the
party terminating the Agreement.
The City may terminate this Agreement upon not less than seven (7) 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 compensation provided in
Exhibit "B" hereof.
20. 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 or exist for the benefit of any third party, including contractors, sub-
contractors and their sureties.
21. Costs to Prevailina Party
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 to receive its reasonable
costs and attorney's fees.
22. Applicable 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 Washington and venue for any action hereunder shail be in
of the county in Washington State in which the property or project is located, and if not site specific,
then in King County, Washington; provided, however, that it is agreed and understood that any
applicable statute of limitation shall commence no later than the substantial completion by the
Provider of the services.
23. Captions, Headinqs 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 shall be interchangeable. Interpretation or construction of this Agreement shall not be
affected by any determination as to who is the drafter of this Agreement, this Agreement having
been drafted by mutual agreement of the parties.
24. Severable Provisions
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Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or
invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the
remainder of this Agreement.
25. Entire Aareement
This Agreement contains the entire understanding of the parties hereto in respect to the
transactions contemplated hereby and supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
26. Counterparts
This Agreement may be executed in multiple counterparts, each of which shall be one and the
same Agreement and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective
the day and year first set forth above.
CI OF A Tf~
i~
Peter B. Lewis, Mayor
Attest:
MAGNUM PRINT SOLUTIONS
Sign ture
Name: ~_V~l~~'~L t,
Title: Ri-,2eCi~%f'~ b~ !SA%-G~
Danielle Daskam City Clerk
Approved as to form:
Daniel B. Heid, City Attorney
Signature
Name:
Title:
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EXHIBIT A
PREVENTATIVE MAINTENANCE TASKS
1. MPS will provide on site service for the following pieces of equipment:
HP Designjet 1055cm 2
HP Designjet 4500cm 1
All equipment will be cleaned, inventoried and inspected at the beginning of contract,
and then three times per year thereafter.
2. MPS will provide three on-site preventative maintenance calls, which shall include all labor
except as follows:
A. Any service due to accident involving damage of equipment, operator negligence, or
problems caused by any unauthorized 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, or any natural disaster, power failure, air conditioning failure, excessive dirt
and dust, or failure by customer to maintain machine according to manufacturer's
specifications.
D. Any consumable parts or supplies such as inkjets, print heads, paper, printer ribbons,
developers, drum units, toner, fusers, etc.
3. MPS 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 8 am to 5 pm.
4. Any necessary repairs will be billed for parts only; all travel time and labor costs will be
covered by this agreement.
5. If any equipment needs to be taken to MPS' facilities for further testing or repair MPS will
have the equipment tested or repaired and back to City in 72 hours as long as parts are
available for repair.
5. For items needing proprietary parts it may take longer for repair, excluding holidays, unless
otherwise slated below.
6. The City must authorize, in writing, the removal of the equipment from City property, and any
repairs.
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