Kelley Imaging Systems ~ C180002 City of Tigard
CONTRACT CHANGE ORDER 13125 SW Hall Blvd.
AMENDMENT SUMMARY Tigard,Oregon 97223
Phone- (503) 639-4171
FIELD CHANGE ORDER FORM Fax- (503) 684-7297
www.tigard-or.gov
Project Title: Managed Print Services Project Manager: MikeNolo
Contractor: Kelley Imaging Systems Original Contract#: C180002
Effective Dates: Chane Order/Amendment Amount:
Accounting String: Amendment Percentage Running Total: %
AMENDMENT DETAILS
Extending Contract until we can issue a request for quotes for managed print services.
CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$
Original Contract $37,166.40
Chane order amount $12,833.60
New contract amount $50,000
REASONING FOR CHANGE ORDER/AMENDMENT
BUDGET IMPACT AND REQUIRED ACTIONS
REQUESTING PROJECT MANAGER APP VING CPN STAFF
Signature Signature
7/13/2020
Date Date
Contractor is hereby authorized by the City of Tigard to perform CONTRACTOR
the additional work described below in accordance with the terms
and conditions detailed in the original contract along with all
applicable rules,regulations,and laws that may be in effect for the Signature
work. The unit pricing in the original contract shall apply to all
additional work. A copy of this form, once completed, is to be
forwarded to the Purchasing Office to ensure all changes to the
encumbrances are met. Remember— the cumulative total of
Amendments cannot exceed theproject's FY budget. Date
CITY OF TIGARD,OREGON
AMENDMENT TO CONTRACT
MANAGED PRINT SERVICES
0180002
AMENDMENT #1
The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called
City, and Kelley Imaging Systems, hereinafter referred to as Contractor,entered into on the 1" day of July,
2017,is hereby amended as follows:
2. EFFECTIVE DATE AND DURATION
This Agreement shall become effective upon the date of execution, and shall expire,unless otherwise
terminated or extended, on September 30, 2020. All work under this Agreement shall
be completed prior to the expiration of this Agreement.
3. COMPENSATION
The City agrees to pay Consultant in accordance with the fee schedule outlined in Exhibit A for
performance of those services described herein and in any subsequent agreements that arise from the
work under this Agreement. The total amount paid to the Consultant by the City shall not exceed
Lifty'Thousand and
NoI100 Dollars($50,000.00)over the life of this Agreement. The total is derived from abase monthly
charge of One Thousand Thirty Two and 40/100 Dollars ($1.032.40)which shall include 30,000 B&W
and 7,000 color pages.
IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized
undersigned officer and Contractor has executed this Amendment upon signature and date listed below.
CITY OF TIGARD KELLEY GI G SYSTEMS
Signature Signature
Martha Wine
e��
Printed Name Printed Name
7/13/2020 `7 ,Z
Date Date
CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM /'j
(THIS FORM MUST ACCOMPANY EVER Y CONTRACT) / �iJ
Contract Title: Managed Print Services Number:
Contractor: Iselley Imaging Svstems Contract Total: $12,388.80 ;vear
Contract Overniew� Managed printing and repau semices fon nets orked printers.
3-year agreement with a$1032.40 /monthlj-base fee for 30,000 B&Vi.'and 7,000
color pages included.
Initial Risk Level: ❑ Extreme ❑ High ❑ Moderate 0 Lou-
Risk Reduction Steps.-
Risk
teps:Risk Comments:
Risk Signature.
Contract Manager: Mike Nolop Ext: x2757 Department FIS
Type. ❑ Purchase._agreement ® Personal Service ❑ General Service ❑ Public Improvement
❑ IGA ❑ Other: Starr.Date: 7/1/2017_ End Date: 6/30/2022_
Quotes/Bids/Proposal: FIRM AMOUNT/SCORE
Kelly Imaging $1032.40 / month
NW Print Strategies $1817.21 / month
Xerox $1435.73 / month
CDWG (,not inclusive,missing 25 printers from fleet $1042.39 / month
Account Strung. Fund-Division-Account Work Order—Activity T=e Amount
FY 17-18 600-2300-54001 G $12.388.80
FY 18-19 600-2300-54001 G $1.2,388.80
FY 19-20 600-2300-54001 G $12,388.80
FY
FY
Apure- - ''" LCRB Date:
Department Comments:
Department Signature:
Purchasing Comments:
Purchasing Signature:9XLf cj
City Manager Comments:
CitN Manager Signature-
After securing all required approvals,forward original copy to the Contracting and Purchasing Office along with a
completed Contract Checklist.
Contract#C
CITY OF TIGARD, OREGON
PERSONAL SERVICES CONTRACT
MANAGED PRINT SERVICES
THIS AGREEMENTmade and entered into this 1st day ,of July,2017 by and between the C;itt of
`i'il ard, a municipal corporation of the State of Oregon, hereinafter called City, and Kelley bnaging
Systems, hereinafter called Consultant.
RECITALS
WHEREAS, the City's 2017-18 fiscal year budget provides for services related to Managed Print
Services; and
WHEREAS,City has need for the services of a company with a particular training,ability,knowledge,
and experience possessed by Consultant,and
WHEREAS, City has determined that Consultant is qualified and capable of performing the
professional services as city does hereinafter require,under those terms and conditions set forth,
THEREFORE, the Parties agree:as follows:
I. SERVICES TO 1SE PRO IDEA
Consultant shall itu'date services immediately upon receipt of City's notice to proceed together
with an executed copy of this Agreement. Consultant agrees to complete,work that is detailed
in Exhibit A and by this reference made a part hereof. Any and all work assigned by the City
\vill be contained in subsequent scope of work as needed.
2. EFFECTIVE DATE AND DURATION
This Agreement shall become effective upon the date of cxccuti0n, and shall expire, unless
otherwise terminated or extended, ori June 30, 2020. All work under this Agreement shall be
completed prior to the expiration of this Agreement.
3. COMPENSATION
`llic City agrees to pay Consultant in accordance with the fee schedule outlined in Exhibit A
for performance of those services described herein and in any subsequent agreements that
arise frons the work under this Agreement. The total amount paid to the Consultant by the
Cit• shall not exceed Thirty Seven Thousand One hundred Sixty Six and 40/100 Dollars
(537,166.40) over the life of this Agreement. The total is derived from a base nionthly-charge
of One 'Thousand 'Thirty Two and 40/100 Dollars ($1.032.40) which shall include 30,000
B&Wand 7,000 color pages. Any and all payments made to the Consultant shall be based
upon the following applicable terms:
A. Payment by City to Consultant for performance of services under this Agreement inClndeS
all expenses incurred by Consultant, with the exception of expenses, if any identified in
this Agreement as separately reimbursable.
B. Payment will be made in installments based on Consultant's invoice, subject to the
approval of the City Manager, or designee, and not more frequently than monthly.
Payment shall be made only for work actually completed as of the date of invoice..
C. Payment by City shall release City from any further obligation for payment to Consultant,
fOr services performed or expenses incurred as of the; date of the invoice. Pay-tncnt shall
not be considered acceptance or approval of any work or waiver ofany detects therein.
D. Consultant shall make payments promptly, as due, to all persons supplying; labor or
)naurial for the prosecution of this work.
E. Consultant shall not permit any lien or claim to be filed or pro c•cuted against the City on
an) accotint of any labor or material furnished.
F. Consultant shall pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316.167.
G. If Consultant fails,neglects or refuses to make prompt payment of any claim for labor or
services furnished to Consultant or a subcontractor by any person as such claim becomes
due, City's Finance Director may pay such claim and charge the amount of the payment
against funds due or to become due the Consultant. The payment of the claim in this
manner shall not relieve Consultant or their surety from obligation with respect to any
unpaid claims.
H. Consultant shall pay employees at least time and a half pay for all oxertime worked in
excess of 40 hours in any one week except for individuals under the contract who are
excluded under ORS 653.010 to 653.261 or under 29 USC; sections 201 to 209 front
receiving overtime.
I. Consultant shall promptly, as due, make payment to any person, co-parinershil,,
association or corporation, furnishing medical,surgical and hos al care or other needed
care and attention incident to sickness or injury to the employees of Consultant or all sums
which Consultant agrees to pay for such services and all moneys and sums %Vhich
Consultant collected or deducted from the wages of employees pursuant to any lav,
contract or agreement for the purpose of providing or paying for such service.
J. The City certifies that sufficient fiends are available and authorized for expenditure to
finance costs of this contract during the current fiscal year. V%inding curing future fiscal
years shall be subject to budget approval by Tigard's City Council.
4. OWNERSHIP OF WORK PRODUCT'
City shall be the owner of and shall be entitled to possession of any and all work products of
Consultant which result from this _Agreement, including; any computatrions, plans,
correspondence or pertinent data and information gathered by or computed by Consultant
prior to termination of this Agreement by Consultant or upon completion of the work
pursuant to this.Agreement.
5. ASSIGNMENT/DELEGATION
Neither party shall assign, sublet or transfer any interest in or duty under this Agreemeaat
without the written consent of the other and no assignment shall be of any force or effect
whatsoever unless and until the other party has so consented. If City agrees to assignment of
tasks to a subcontract, Consultant shall be fully responsible for the acts or ()missions of ani'
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subcontractors and of all persons employed by them, and neither the approval by City of am
subcontracts»•nor anything;contained herein shall be deemed to create any contractual relatiolt
between the subcontractor and Cite.
6. STATUS OFCQNSiTIJANT AS INDEPENDENT CONSUIJAM'
Consultant certifies that:
A. Consultant acknowledges that for al] purposes related to this Agreement, Consultant is
anti shall be deemed to bean independent Consultant as defined by ORS 670.600 and not
City,shall not be entitled to benefits of any kind to which an eniployce of
an employee of
Oty is entitled and shall be solely responsible for all payments and ta\cs required by law.
Furthermore,in the event that Consultant is found by a court of lav or ails'administrative
agency to be an employee of City for any purpose, City shall be entitled to offset
compensation clue,or to demand repayment of any amounts paid to Consultant tinder the
terms of this Agreement, to the frill extent of any benefits or other remuneration
Consultant receives (from City or third party) as a result of said finding and to the full
extent of any payments that City is required to make (to Consultant or to a third party) as
a result of said finding.
B. The undersigned Consultant hereby represents that no employee of the City, or any
partnership or corporation in which a City citiployc;e has an interest, has or will receive
any remuneration of any description from Consultant, either directly or indirectly, in
connection Ntnth the letting or performance of this Agreement, except its specifically
declared in writing;.
If this payment is to be charged against federal funds,Consultant certifies that he/she is
not currently employed by the Federal Government and the amount charged does not
exceed his or her normal charge for the type of service provided.
Consultant and its employees, if any, are not active members of the Oregon Public
F',mployecs Retirement. System and are not employed for a total of 600 hours or more in
the calendar year by any public employer participating in the Retirement System,
C. Consultant shall obtain,prior to the execution of any performance under this Agreement,
a City of Tigard Business license. The Tigard Business License is based on a calendar
year with a I)ecember 31 st expiration date. New businesses operating in'1'1f;ard after June
30th of the current year will pay a pro-rated fee though the end of the calendar year.
D. Consultant is not an officer,employee,or agent of the City ars those terms are used in ORS
30.265.
7. INDEMNIFICATION
City has relied upon the professional ability and training of Consultant as a material
inducement to enter into this .Agreement. Consultant represents that all of its work \till be
performed in accordance with gtcterally accepted professional practices and standards as tell
as the requirements of applicable federal, slate and local laws, it being understood that
acceptance of a Consultant's work by City shall not operate as a waiver or release.
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C onsulsant agrees to indeninily and defend the City, its officers, employees, agents and
representatives and hold them harmless from any and all liability, causes of action, claims,
losses, damages, judgments or other costs or expenses including attorney's fees and witness
costs (al h oth trial and appeal level,whether or not a trial or appeal ever takes place including
any hearing before federal or state administrativc agencies) that may he asserted by any person
or entity which in am \\-.I\ arise from, e1111711g at' !n COIUIC'CUO11 with the performs cc•e of the
\\--ork described in this contract, except liability arising out of tlIC Sol(' neglil;ercce Of tile City
and its employees.Such indemnification shall also corer cl finis brought against rice City under
state or federal worker's compensation laws. If any aspect of this indemnity shall he found to
be illegal or invalid for any reason whatsuc:\ca•, such illegality or invalidity shall not affect the
validity of the remainder of this indemnification.
8. INSIULRANCE
Consultant and its subcontractors shall maintain insurance acceptable to City in full force,tnd
effect throughout the terms of this contract. Such insurance shall cover risks arising directly or
indirectly out of Consultant's activities or work hereunder, including the operations of its
subcontractors of any tier. The policy or policies of insurance maintained by the Consultant
shall protide at least the following limits and coverages:
A. Cr MMcreial General Liability Insurance
Consultant shall obtain,at Consultant's expense,and keep in effect during the tern of this
contract,Comprehensive General Liability Insurance covering Bodily Injury and Property
Damage on an "occurrence" form (CG 2010 1185 or equivalent). This c(Alerage shall
include Contractual Liability insurance for the indemnity provided under this contract.
The following insurance will be carried:
COVERAGE Libi rr
General Aggregate X3,000,000
Products-Completed Operations Aggregate c,2,000,000
Personal&Advertising Injury S 1,()00,000
Each Occurrence 52,000,000
Fire Damage(.any one fire) 550,000
B. Commersial AutcDar Qhile Insurance
Consultant shall also obtain, at Consultant's expense, and keep in effect during the term
of the contract, Commercial Automobile Liability coverage including coverage for all
owned, hired, and non-owncd vehicles oft an "occurrence" form. The Combined Single
Limit per occurrence shall not be less than .$2,000,000.
If Consultant uses a personally-awned vehicle for business use under this contract, the
(consultant shall obtain,at Consultant's expense,and keep in effect during the tcrm of the
contract,business automobile liability coveragc for all owned Vehicic• 011.111"occurrence"
form.'l he Combined Single Limit per occurrence shall not be less than 52,000,000.
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C. Workers' Compensation Insurance
The Consultant, it,; subcontractors, if any, and all employers providing work, labor, Or
materials wnlc:r this Contract that are subject cmplovers under the Oregon Workers'
Compensation Law shall comply with ORS 656.017, which requires theist to provide
"workers' compensation coverage that satisfies Oregon law for all their subject \workers.
Out of state employers must provide Oregon workers' compensation coverage for their
workers who work at a single location«athin Oregon for more than.3U days to a calendilr
year.Consultant.,who perlbrm work without the assistance or labor of any employee need
not obtain workers' compensation coverage. All non-cxen7pt employers shall provide
Employer's Liability Insurance with coverage limits of not less than 51,000,000 each
accident.
D. Additional Insured Provision
All policies aforementioned, other than Workers' Compensation and Professional
Liability, shall include the City its officers, employees, agents and representadves as
additional insureds Mth respect to this contract.
L. Insurance Carrier Rating;
Coverages provided by the Consultant must be underwritten by an insurance cotnpani
deemed acceptable by the City. All policies of insurance must he written by cotttpaiaies
having an<A.M. Best rating of"A-V11" or better,or equivalent.The City reserves the right
to reject all or any insurance carrier(s)with an unacceptable financial rating.
F. Self-Insurance
The City understands that some Consultants may self-insure for business risks and the
City will consider whether such self-insurance is acceptable if it meets the cr►inirnum
insurance requirements for the type of coverage required. If the Consultant is self-insured
for commercial general liability or automobile liability insurance. the. Consultant must
provide evidence of such self-insurance. 'File Consultant roust provide. a Certificate of
Insurance showing evidence of the coverage amounts on a form acceptable to the City.
The City reserves the right in its sole discretion to determine whether self-insurance is
adequate.
G. Certificates of Insurance
.As evidence of the: insurance coverage required by the contract, the Consultant shall
furnish a Certificate of Insurance to the City. No contract shall be effective until the
required Certificates of Insurance have been received and approved by the City. The
certificate will specify and document all provisions within this contract and include a copy
of Additional Insured Endorsement.A renewal certificate will be sent to the below address
prior to coverage expiration.
H. Independent Consultant Status
The service or services to be rendered under this contract are those of an independent
Consultant. Consultant is not an officer,employee or agent of the Cite as those teens are
used in OILS 30.265,
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I. Primary Coverage Clarification
'I he parties agree that Consultant's coN c•rage shall be primary to the extent permitted by
Jaw, The parties lurilier agree that other insurance nlaintaim<xl I)v Ibc• City is excess and
not contributor.•insurance with the insurance required in this section.
CMI-Ijabilify Clause,
N cross-liability clause or separation of inureds clause veill fu: included in all general
liability,proofessional liability, pollution ;incl errors and onlissions policies required by this
contract.
A certificate in form satisfactory to the City certifying to the issuance of such insurance
will be foiNvarded to:
Cine of Tigard
Attn. Contracts and Purchasing Office
13123 SW Hall Boulevard
Tigard,Oregon 97223
:1.t the discretion of the City, a cope of each insurance policy, certified as a true copy by an
ant holrized representatic e of the issuing insurance company may he required to be forwarded
to the above,address,
Such policies or certificates must be delivered prior to conimencernent of the work. T'lle
procuring of Stich required insurance shall not be constnted to limit Consultant's liability
hereunder.Notwithstanding said insurance,Consultant shall be obligated for the total anlolunt
of any damage,injury,or loss caused by negligence or neglect contiecttd with this contract.
9. MEJHQ12& I'LAI DP SUBMITTING NO'T'ICE, BILLS AND PAYMENTS
All notices,bills and payments shall be made in writing and mail be given by personal delivery,
snail,email or by fax. Payments may be made by personal delivery,mail,or electronic transfer.
The following addresses shall be used to transmit notices, bills, payments-, and other
information:
Elan: Mike Nolop Attn: Devon Hunic
Address: 13125 SW Hall Boulevard. .\ddress: 16165 Sly 72"`' :Wenctc•
Tigard, Oregon 97223 "Tigard,Oregon 97224
Phone: (5013) 718-2757 Phone: (503) 496-7152
Email: miken@tigard-or.g_ov Email: devon.hume�c,Dkellytmaf;ing.com
and when so addressed,shall be deemed given upon deposit in the United States mail,postage
prepaid, or when so faxed, shall be deemed given upon successful fax. In all other instances,
notices,bills and payments shall be deemed given at the time of actual deli%ery. Changes may
be made: in the names and addresses of the person to who notices,bills and payments are to
be given by giving written notice pursuant to this paragraph.
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10. MERGER
This writing is intended both as a final expression of the Agreement between the parties with
respect to the included terms and as a complete and exclusive statement of the terms of the
\grccment. No modification of this Agreement sliall be effective unless and until it is made
in Nx iting and signed by both parties.
11. PROPESSIONAL SERVICES
The City requires that services provided pursuant to this agreement shall be provided to the
City by a Consultant that does not represent clients on clatters contraty to City interests.
Further, Consultant shall not engage services of an atlorncy and/or other professional-,vho
individually,or through members of his/her same firm,represents clients on matters contrary
to City interests.
Should the Consultant represent clients on matters contrary to City interests or engage the
services on an.attorney and/or other professional who individually, or through members of
his/her same firm, represents clients oil matters contrary to City interests, Consultant shrill
consult with the appropriate City representative regarding the conflict.
After such consultation, the Consultant shall have seven (7) clays to eliminate the contlict to
the satisfaction of the City. If such conflict is not eliminated within the specific([time,period,
the agreement may be terminated pursuant to Section 13 (li) (3) of this agrecinent.
12. TERMINATION WITHOUT CAUSE
At any time and without cause,City shall have the right in its sole discretion, to terminate this
Agreement by giving notice to (consultant. If City terminates thc contract pursuant to this
paragraph,it shall pay Consultant for services rendered to the(fate of(ermination.
13. TERMINATION WITH CAUSE
A. City may tertiiinate this Agreement effective upon delivery of written notice-to Consultant,
or at such later date as may be established by City, under ani of the following condition,,:
1) If City funding from federal, state, local, or other sources is not obtained and
continued at levels sufficient to allow for the purchase of the indicated quantity of
services."Phis Agreement may be modified to accommodate a reduction in funds
?) If federal or state regulations or guidelines are modified, changed, or interpreted in
such a way that the services are no longer allowable or appropriate for purchase under
this Agreement.
3) If any license or certificate required by law or regulation to be held by Consultant, its
subcontractors, agents, and employees to provide the services required by this
Agreement is for any reason denied,revoked,or not renewed.
4) if Consultant becomes insolvent, if voluntary or involuntary petition in bankruptcy is
filed by or against Consultant,if a receiver or trustee is appointed for Consultant,or it
there is an assignment for the benefit of creditors of Consultant.
;\ny.Stich termination of this agreement under paragraph (A) shall he without prejudice to
anv obligations or liabilities of either party already accrued prior to such terminatic,n.
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B. City, by written notice of default (including; broach of contract) to Consultant, may
terminate the whole or anti-part of this .Agreement:
1) 11' Consultant fails to provide services called for by this ag,reen cnt within the time
Specified hcreiu or anti° extension thereof;or
2) I f CnnSultant fail, 10 l)vrform an} of ilio other provisions of this Agreement,or so Fails
to pursue the work as to endanger ptrfrtrtnanee of this agrevntet►t in accordan<•c with
its terms, and after receipt of written notice from City, !ails to correct such failure
within ten (10) days or such other period as City may authorize.
3) If Consultant fails to eliminate a conflict as described in Section 1 I of this agreement.
The rights and remedies of Cite provided in the above clause related to defaults (including
breach of contract) by Consultant shall not be exclusive and aro in addition to any other
rights and remedies provided by law or under this Agreement.
If Cily terminates this :agreement under paragraph (11), Consultant shall be. cntitled to
receive as full payment for all services satisfactorily rendered and expenses incurred, an
amount NvIiich bears the same ratio to the total fees specified in this Agreement as the
scivices satisfactorily rendered by Consultant bear to the total services otherwise requirul
to be performed for such total fee; provided, that there shall hU deducted from such
amount the amount of damages, if any, sustained by City due to breach of contract ky
C.'onsultant. l)aniag cs for breach of contract shall be those allowed by Oregon laky,
reasonable and necessary attorney fees, and other costs of litigation at trial and upon
appeal.
14. ACCESS TO RECORDS
City shall have access to such books, documents, papers and records of Consultant as are
directly pertinent to this Agreement for the purpose of making audit, examination, excerpts
and transcripts.
15. FORCE MA,]EURE
Neither City nor Consultant shall be considered in default because of any delays in completion
and responsibilities hereunder due to causes beyond the control and without fault or
negligence on. the part of the parties so disenabled, including but runt restricted to, an act of
God or of a public enemy,civil unrest,volcano, earthquake, tire, flood, epidemic,quarantine
restriction, area-wide strike, freight embargo, unusually st:vere weather or delay of
subcontractor or supplies due to such cause; provided that the parties so disenabled shall
within ten (10) days from the beginning of such delay,notif) the other party in writing;of the
cause of dela• and its probable extent. Such notification shall not be the basis f()r a clainn for
additional compensation. I ach party shall,however,make all reasonable efforts to rcmow or
eliminate such a cause of delay or default and shall, upon cessation of the. cause, diligently
pursue performance of its obligation under the.Agreement.
16. NON-NVAIVER
.l'be failure of Cin- to insist upon or enforce strict performance by Consultant of any of the
teruts of albs Agreement or to exercise arty rights hereunder should not be construed as a
waiver or relinquishment to any extant of its rights to assert or role upon such terms or rights
on any fitture occasion.
17. NON-DISCRIMINATI01�1
Consultant agrees to comply with all applicable requirements of federal ane[ state civil rights
and rehabilitation statutes, rules, and regulations. Consultant also shall comply with the
.americans with Disabilities Act of 1990,ORS 659;1.142,and all regulation,,and administrative
rules established pursuant to those laws.
18. ERRORS
Consultant shall perform such additional work as may be necessary to correct errors in the
work required under this Agreement without undue delays and without additional cost,
19. HXTRA (CHANGES) WORK
Only file City's Project Manager for this Agreement may autlhorim extra (and/or change)
work. Failure of Consultant to secure authorization for extra work shall constitute a waiver of
all right to adjustment in the contract price or contract time due to such unauthorized extra
work and Consultant thereafter shall be entitled to no compensation whatsoever for the
performance of such work.
20. WARRANTIES
All work shall be guaranteed by Consultant for a period of one year after the date of final
acceptance of the work by the owner. Consultant warrants that all practices and procedures,
workmanship and materials shall be the best availal& unless otherwisee specified in the
profession. Neither acceptance of tlhe work nor payment therefore shall relieve Consultant
from liability under warranties contained in or implied by this Agreement.
21. AT JQRNEY'S FEES
In cake suit or action is instituted to enforce the provisions of this contract, the parties agree
that the losing party shall pay such.sum as the court may adjudge reasonable attorney fees and
court costs,including attorney's fees and court costs on appeal.
22. GOVERNING LAW
The provisions of this!Agreement shall be construed in accordance with the provisions of the
laws of the State of Oregon. Any action or suits involving any question arising under this
Agreement must be brought in the appropriate court of the State of Oregon.
23. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES
Consultant~hall comply with all applicable federal,state and local laws,rales and regulations,
including, but not limited to, the requirements concerning working hours, o\,ertitne, medical
care, workers compensation insurance, health care payments, payments to ernployees and
subcontractors and income tax withholding contained in ORS Chapters 279A,279B and 2790,
the provisions of which are hereby made a part of this agreement.
24. CONFLICT BETWEEN TERMS
It is further expressly agreed by and between the parties hereto that should there be any
conflict between gibe terms of this instrument in the proposal of the contract, this instrument
shall control ,incl nothing herein shall be considered as an acceptance of the said terms of said
proposal conflicting herewith.
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25, AUDIT
Consultant shall maintain records to assure conformance with the terms and conditions of this
A91*LTmcnt,and to assure adequate performance and accurate expenditures within the contract
period.Consultant agrees to permit City'the.State of Oregon,the federal government,or their
duly authorized representatives to audit all records pertaining to this Agreement to assure the;
accurate expenditure of funds.
26. SEVERABILITY
In the event any provision or portion of this Agrecmetit is held to be unenforceable or invalid
by any court of competent jurisdiction,the validity of the remaining;terms and provisions.-dull
not be affected to the extent that it did not materially affect the intent of the parties ,%,lien th(.-N
entered into the agreement.
27. CONDI'T'IONS Or SUPPLYING A PUBLIC AGENCY
Where applicable,seller mtist make payment promptly as due to persons supplying Consultant
labor or materials for the execution of the work provided by this order. Consultant shall nt�t
permit any lien or claim to be filed or prosecuted against Buyer or an)' subdivision of Cite col
account of any labor or material to be furnished. Consultant further agrees to pay to the
Department of Revenue all sums withheld from employees pursuant to URS 316.167.
28. HOURS OF LABOR
If labor is performed under this order,then no person shall he employed for more than eight
(8) hours in any one day, or forty(10) hours in any one week,except in cases of necessity, or
emergency or where the public policy absolutely requires it,and in such cases, except cases of
contracts for personal servicts as defined in ORS 279A,055, the labor shall be paid at least
tinie and a half for all overtime in excess of eight (8) hours a day and for all work performed
on Saturday and on any legal holidays as specified in ORS 279C.540. In cases of contracts for
personal services as defined in ORS 279A.055, any labor shall be paid at least time and a half
for all hours worked in excess of forty(40) hours in any one week,except for those individuals
excluded under ORS 653.010 to 653.260 or under 29 1'SC SS 209-209.
29. MEDICAL CARE AND WORKERS' COMPENSATION
Consultant shall promptly-, as due, make payment to any person, cu-partnership, association
or corporation, furnishing medical., surgical and hospital care or other needed care and
attention incident to sickness or injury,to the employees of such CUnSultant,Of all SUMS which
the Consultant agrees to pay for such serc-ices and all moneys and sums which the Consultant
collected or deducted from the wages of the employees pursuant to any law, Consultant
agreement for the purpose of providing or paying;for such service.
32. COMPLETE AGREEMENT
This Agreement,including the exhibits,is intended both as a final expression of the Agreement
between the Parties and as a complete and exclusive statement of the terms. In the event of
an inconsistency- between a provision in the inain body of the Agreement and a provision in
the Exhibits, the provision in the main body of the Agreetnent shall control. In the event of
an inconsistency between l;xhibit 1 and Exhibit B,Exhibit A shall control.
No waiver,consent,modification,or change of terms of this Agreenient shall bind either party
unless in writing and signed by both parties. Such waiver,consent,modification,or chang;c' if
10 i
inade,shall be effective only in specific instances and for the specific purposes given.There are
no understandings, agreements, or representations, oral or writi"en, not specifted herein
regarding this.Agreement.Consultant,by the signature Of its authorizc:cl representative,hereby
acknowledges that he/she has read this ,Agreement,understands it and agrees to be bound by
its terms and conditions.
1N WI'T'NESS WHERE011, City has caused this .Agreement to be cxecutcd by its duly authorized
undersigned officer.and Consultant has executed this Agreement on the slate lhcrcinaboAre first written.
CITY OF TIGAR KEL Y I G S STEMS
go ft(jj
lig•: Marty Winc,City Manager 3j: ►orired,A cnt of COW-411tant
( 7 Z�
s—
Date Date
11 i� ag
EXHIBIT A
SERVICES TO BE PROV112 D
INTRODUCTION
'chis contract for materials and service is for Kelley Imaging Systems to provide Managed Print
Sets*ices to the fleet of nemorked printers at the City of`1'igard office•. locations.
_SCOPE OF WORK
This rnmiagcd print service, contract includes all Darts,labor, toner,pre%,entadVe main(enance,and
servicu call.,. Also includes FNI :Audit\x-,/ customer portal, 1-hour call back,-1-hour averagc for all
rnetworhed printers at the: City of Tigard locations,response time,and account review every C
months,
SCIIEDULE MILESTONES
Ongoing monthly service,
COSI'/RATES'T'IMATES
MoII►hlv m.ininn►tn charges of 51032.40 include~ 30,000 B&W pages and 7,000 color pages. sktontlih
overages will be billed quarterly at the rate of:+0.0125 per B&\X'page and SO.0932 per color a page.
12I1` iet,'
EXIiIBIT B
CONSULTANT'S PROPOSAL
00 16165 SW 72nd Ave P:503-906-7066 MAINTENANCE
0e'f Portland,OR 97224 F:503-567-3259
rwcerrro skelleyimaging.com AGREEMENT
ORDER#7449
Bill To: Equip Location(if different than Customer Bill To#)
City of Tigard _City of Mard
Customer Name: Customer Name:
13125 S W Hall Blvd 13125 S W Hall Blvd
Address: Address:
Tigard,OR 97223 _Tigard,OR 97223
City/Stateizip: City/Staterzip:
03)639-4171 (503)639A 71
Phone#: Fax#. Phone M Fax It
Customer Contact Customer Contact
Contacts Ernall: Contact's Email::
BASE OVERAGES/CPC BASE OVERAGEStCPC
QX MonNyy OSemiAnnual E3Month1y QSemi Annual Qx Monthly E]Semihwwat �MonlNy �SemiAnnual
[:]Quarterly Yearly QQuarterly QYeariy �Quarteriy QYearly lQuartedy Yearly
Equipment Covered R&W COLOR
Equip ID Modes# Serial# Base' Min.Print CPC Start Meier Min.Print CPC
Allowance Overages Base' Allowance Overages Start Meter
See Schedule A $375.00 30,000 $0.0125 $M40 7,000 $0.0932
•Base and Allowance are per billing frequency
Tolal for ALL Machines if not billed separately 1$1,032.4o/mcMED Effective Dotal
Additional Terms: MA includes all parts,labor,toner,PM,and service calls. Alsoincludes FM Audit W customer portal,1-hour call back 4-hour average
resFOnse time,and account review every 6 months. 30 month agreement,cancelable after the first 12 months with a 90 day notice.
CUSTOMER ACKNOWLEDGEMENT
You acknowledge receipt of and agree to be bound by Kelley Imaging Systems additional sales terms and conditions.Which are incorporated herein.
This is a three year agreement,cancellable after the first year with minimum Wday notice.
Customer SigrWwe Date Accepted by Kelley
Printed Customer Names Idle
PLEASE SIGN AND RETURN TO:
Customer TrOe Kelley Imaging Systems,22710 72nd Ave S.Kent,WA 98032
REV 1110
Page 1 of 2
Ketty lmagbg SYSI Sims Makriasance Agreement Terms b Conditions
Kelley Imaging Systems(KIS)('tis!'.us'or our")shah provide to the entity designated under the'Bit to Customer Nems on the first page,ginned'MaMermnce Aoreem ff
('Customer'.^your of WW)rrnrsnbxhaace services for the equipment CEqufpmenn and software r8dist")desiorpted an go first page and in any Additional Egrdpenent Page
relalfng bomb.and shall at"AI adjusf-amds,repairs and part replacements necessary to keep the Equipment and any nodillmosens b keep on software In good worft oder in
accordance,%1h Its dmf sp"pcafa-a rLiailkmace7 pursuant b he tams and conditions of No Aoreemenl,said Test poet the Additional Terms and C orrdE,aas and any
appgcable Addi imal Eqa TMI Page 2W constitute ore'Agreemenr and capitalized terms shag have the same urneanI fl evoughout
MAIN7ENAMCE Providng you ane rot in default of this Agreement,we 81181 provide on-site Mailtenamoe dd tg our normal bcalnm fours(8.00 AM to 5:00 PIU,Monday-Friday,
onck dalg Federal HoU*s)For acry credit of Equipment or Software that has continually been covered under a Keley knageny System Maintenance Agreement.Far requested
Madoiemnx euWde Of our rrernraf tsnafress houm rates In effect at the orae such service Is requested will be drargM,We u l fist stecnpt to provide,remold diarmstic and
mairoonar a services to SAT2e In kvjopsratorb resolve the serNs,problem over go telephone before dispak MV a Hcaand we shay tram your key gperalar at no
Rian
additional charge pai is ar sWdvd Wairg pofieles.We do provide Maintenance at no additional cost,unless Obs reg4te d a4 storms,repa;n.or parts replaced are req tired
due loc(1)floe to opaafa the Eq.sly.*W or SoAware under stilable lenlpeahre,humidity.[no voltage,or my cores sp KALd ewAv rerdal conditions:(a)lad of nameable care
Ihandig,operating.and unaixdataung the Egjptaue,t and Software.including damage by misuse or mal4ntnlrlt 04 use d Iia Eq:upnent or Sore not in accordance with the agreed
applications and for goer army pwoose for which Il is designed:(iv)use Of accessories,supplies or other materials,or services not pranced by us(eadudahg paper):(v)any a teratioms
b the Egripmat and Sattvare;(v.)Fre use or damaged materials or terse not In cmrpfianoe with the units speaTications,such as popet a envelopes;(ver)Oro use of do Equfpmer t in
excess of ils vdume raft(Arai)Pullfixx on of egplpment Paris.cornpmrenis.or software provided by you or thud pofes arsd OA sppvmd by us which kxeAace*0 rho Equiemead or
Software.ft4 farporrhajoreverb.(I)use of the Equipment or Software for rsshwfd purposes:or(Id)any loss or damage ressitiV Jim perils or casually,gndu sg We,water damage air
oC4er external Baume(at d We`errgaig causes ccfedk*the"Excluded Causes`).We shag perform WhIenansce recessr.0ed by Excluded Causes at air then current Frae and
materiels rats,and glale an esttemate:of Fre gout for such Maintenance In advance N re4uetied by you.For copier and oxANnc6rW Wpvcd Maintenance,unlass the malfunctions
Is cause by an Exckdad Cain drums,lubricants and other materials needed b Service such Equpmers aha provided v'thout additional charge,and print ponder,
developer,odand Amsler ra**%s rnayer may not be included wph Maihlenartce as bxka%d on said first page and on anyAd lion al Equipment Page rda*V hereto.
h1A MNANCE TERM:711-8 Agreement is effective sof 30 Months or as specified under hddhional Tams es b each ustof newlypurchssed Equipment or Sdkxe from
the earlier of the dab d insk2sWa„cw to days after sh*vent or.t gee unit Is sAft Egdpmenl,as of cue date herald,and 1016 anter for mrooeWn similar periods aim vellen
rroice of cancailalbn at hod 30 days pr`or b renewal is provided and accepted by IIS.N you cancel at any time ataxtden on ym arviversery date,we ars notobligaled to issue any
meds Invoice or Rfirr t IIS reseavas the right b bill costerna pr*43 W usege for any maintenance Ills.Imaging units,orfuser trnils kaa rlUd n antom m equipment is the pahvbrseo
days.N you sequin additional accessories for gxe Equipment,or add now equipment Ax vA provide coverage and V*M your nab acamhEmgly.Maintenance vol be billed In advance,
miss$noled inAddMoned Teams..
BREACH OR DEFAULT:If the Cud rnerdon not pay all charges,bVed under to terms of this Agreement pwaq*when doe4 or in the event of a breach of any of the other Irma of
the Agreement,IiS may(a)refrum to service the equipment until remittance Is made.(b)provide service on'Per Car basis rates.(n)require C O.D.payment in full at the time of
service(rad any uapptes)at Me"Per CSP basis robs.and(d)lake any and all other actions as provided by law.Such remedies shall be cumulative,and the%7aivee of any one
breach byauslonhershag not be deemed a watverorany otherorsubsequent breadn.
PRORATiONS AND TRANSFERS:N the covered equipment Is upgraded with equipment purchased from KIS,any tossed Porton of a paid agreement may be prorated and appied
W ward a service program for do now equipment This agreement may not be assigned by the Customer WOW KIS prior wribe consent Customer specrkaly agrees that this
agreement she9 not tarmirate upas Cuslomees election to sell,transfer or remove from service any equipment covered bytfis Agreement unless KIS agrees in wriing b terminate OMs
agreement prior b Rich amen barnkror removal from servks.
HARDWARE CONNECTIVIi VISOF MARE SUPPORT:Any Sollware shall be tcensed to you pursuant lo ft terms of the kmas agmema t provided with the Software.You"M
complete Site to'lute
priortatorh of any Equipment or Software that shelf be corriected to your computek,h r nebvaWIN"on this information we wit either proceed wRr
00 Incorrect or these art any diages&*A*you of problems ercompuler network potential or soffiNsm.OMS that May MM�f��ali s to or remedy such problems use of such w�be at cuor r Once sooepleci standard en�or III
an She SwSy is
charges then in offal,and we formulate
repretenlaties a wamny Nat we can mmody such problems.Third party software not designated In lift Agreement as serviced by us shall be subject to the license(s)and other
agreement(s)between you and the WA perry provider(s),and we shat rot have any obligation or flabORy for amps.Hsrdvram C eaedivity ul Swtware Support,after Initial 30 days,will
ba charged on an howdy basis.
METER READNIGS:The Cusloaer agrees b slow IIS to InsW data coteeton software(DCA)for the purpose d a damming the capture of de-Ace courts and other pettam
information used In managing the account.The Information collected is limited to device sedal number.IP address,Mali,supply usage.notes,device location and device alters.
Customer agrees b Pic'"IIS has and accurate meler readings for each billing period.If accurate meta reedigt are not provided,IIS reserves the dot to est;mate Cusicaws
meter readings based blah PnWbus meter reading and bill Customer teased upon each estimates or to send a IN represenlatvs b%mady Inspect rich meter readings,in%tkh ewenl
Customersha7 ateo pay iIS an aadiliaml do"ter such site visit.
OVERAGE COST ADJUBTif W-At the and d tura fist year of this Agreement and once each suoeessive twelve morin period,via may Ilcrease the base usage Burge par copy.Any
modncaton or ad6gon to Its equipment Ided may increase the bass and tort per copy rates.
CUSTOMER OBLIGATIONS:You bereby or"b:
(a)Immediately nno0y us when rxhaPnlenanca Is required and provide us with saws for inspecting or servicing the Equipment or SorIware durl+S aur normal business hour:
(b)Replace supplies where necessary,and dscautnue use of any supplies not provided by us that may increase to cod of tVa hleranca at cause damage to the Equipment
(c)Timely accept delivery of the Equipment and software:
(d)Complyvifr yaw abigatons osierOsisAgreement Including making payments when due.
(a)Make available a Trey operator or mlachirm operator,as On case may be,for our standard training In the use of the Equipment sad Software.Should thk pennon change,you snag
Inform us immediately so the now key operator can be trained:
�
P�edc somrste�pertaining to your computer network and sohwmo programs pertaining b the Egnspment connected to your network,or Software to
herounder
(g)Haves the area whom the Equipment is b be metalled prepared and ready to receive the Equipment prior to its dal very,Including providing adequate power,analog phone line sndrar
computer network connections a regremd).Bgbtig,humidly.HVAC,and security,and to be ready to have the Equipment insla:ed upon deweq;
(h)Aoeuratalycompfeteour Site Survey Equipment and Software.
(i)Have your compdet(s)andkr n*mk writable and ready to receive any software:
0)Abide by bre teams of any Software boon ea agreements.and
(k)Exeads any r squired docurnents b evidence our Iuteresb H the Equipment Saft wars,and Suppiies.
REV fttg
Pegs 2 oft
Y.