HomeMy WebLinkAboutLease8.Equipment Return.If the Equipment is returned to XFS,It shall be in the same condition as when delivered to you,except for"ordinary wear and tear"and,if not in such condition,you willbeliableforallexpensesXFSincurstoreturntheEquipmenttosuchcondition.IT IS SOLELY YOUR RESPONSIBILITY TO SECURE ANY SENSITIVE DATA AND PERMANENTLY DELETE SUCH DATAFROMTHEINTERNALMEDIASTORAGEPRIORTORETURNINGTHEEQUIPMENTTOXFS.YOU SHALL HOLD XFS HARMLESS FROM YOUR FAILURE TO SECURE AND PERMANENTLY DELETEALLSUCHCUSTOMERDATAASOUTLINEDINTHISSECTION.
9.Assignment.YOU MAY NOT ASSIGN,SELL,PLEDGE,TRANSFER,SUBLEASE OR PART WITH POSSESSION OF THE EQUIPMENT,THIS AGREEMENT OR ANY OF YOUR RIGHTS OR OBLIGATIONSUNDERTHISAGREEMENT(COLLECTIVELY"ASSIGNMENT")WITHOUT XFS'S PRIOR WRITTEN CONSENT,WHICH SHALL NOT BE UNREASONABLY WITHHELD,BUT SUBJECT TO THE SOLE EXERCISEOFXFS'S REASONABLE CREDIT DISCRETION AND EXECUTION OF ANY NECESSARY ASSIGNMENT DOCUMENTATION.If XFS agrees to an Assignment,you agree to pay the applicable assignmentfeeandreimburseXFSforanycostsweincurinconnectionwiththatAssignment,which In the aggregate shall not exceed 5250.XFS may sell,assign or transfer all or any part of the Equipment,this Agreement and/or any of our rights(but none of our obligations except for invoicing and tax administration)hereunder.XFS's assignee will have the same rights that we have to theextentassigned.YOU AGREE NOT TO ASSERT AGAINST SUCH ASSIGNEE ANY CLAIMS,DEFENSES,COUNTERCLAIMS,RECOUPMENTS,OR SET-OFFS THAT YOU MAY HAVE AGAINST XFS,and youagreetoremitPaymentstosuchAssigneeifsodesignated.XFS agrees and acknowledges that any Assignment by us will not materially change your obligations hereunder.10.Taxes.You will be responsible for,Indemnify and hold XFS harmless from,all applicable taxes,fees or charges(including sales,use,personal property and transfer taxes(other than netincometaxes),plus Interest and penalties)assessed by any governmental entity on you,the Equipment,this Agreement,or the amounts payable hereunder(collectively,"Taxes"),which willbeincludedinXFS's invoices to you unless you timely provide continuing proof of your tax exempt status.Regardless of your tax-exempt status,XFS reserves the right to pass through,andyouagreetopay,any such Taxes that are actually assessed by the applicable State on XFS as lessor of the Equipment.For jurisdictions where certain taxes are calculated and paid at the timeofagreerentInitiation,you authorize XFS to finance and adjust your Payment to Include such Taxes over the Term.Unless and until XFS notifies you in writing to the contrary,the followingshallapplytopersonalpropertytaxesandreturns.If an FMV purchase option Is applicable,XFS will file all personal property tax returns covering the Equipment,pay the personal propertytaxesleviedorassessedthereon,and collect from your account all personal property taxes on the Equipment.If a$1 purchase option is applicable,you will file all personal property taxreturnscoveringtheEquipment,pay the personal property taxes levied or assessed thereon,and provide us proof thereof upon our request.XFS MAKES NO WARRANTY,EXPRESS OR IMPLIED,REGARDING THE TAX OR ACCOUNTING TREATMENT OF THIS AGREEMENT.
11.Equipment Warranty Information and Disclaimers.XFS HAS NO INVOLVEMENT IN THE DESIGN,MANUFACTURE,SALE,DELIVERY.INSTALLATION,USE OR MAINTENANCE OF THEEQUIPMENT.THEREFORE,XFS DISCLAIMS,AND YOU WAIVE SOLELY AGAINST XFS,ALL EQUIPMENT WARRANTIES,EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITED TO,THE IMPLIEDWARRANTIESOFMERCHANTABILITY,NON-INFRINGEMENT AND FiTNESS FOR PARTICULAR PURPOSE,AND XFS MAKES NO REPRESENTATIONS WHATSOEVER, INCLUDING,BUT NOTLIMITEDTO,THE EQUIPMENT'S SUITABILITY,FUNCTIONALITY,DURABILITY OR CONDITION.Since you have selected the Equipment and Supplier,you acknowledge that you are aware ofthenameofthemanufacturerofeachitemofEquipment,Supplier's contact information,and agree that you will contact manufacturer and/or Supplier for a description of any warrantyrightsyoumayhaveundertheEquipmentsupplycontract,sales order,or otherwise.Provided you are not in default hereunder,XFS hereby assigns to you any Equipment warranty rights wemayhaveagainstSupplierormanufacturer.If the Equipment is returned to XFS or you are in default,such rights are deemed reassigned by you to XFS.IF THE EQUIPMENT IS NOT PROPERLYINSTALLED,DOES NOT OPERATE AS WARRANTED,BECOMES OBSOLETE,OR IS UNSATISFACTORY FOR ANY REASON WHATSOEVER,YOU SHALL MAKE ALL RELATED CLAIMS SOLELY AGAINSTMANUFACTURERORSUPPLIERANDNOTAGAINSTXFS,AND YOU SHALL NEVERTHELESS CONTINUE TO PAY ALL PAYMENTS AND OTHER SUMS PAYABLE UNDER THIS AGREEMENT.12.Liability and Indemnification.XFS IS NOT RESPONSIBLE FOR ANY LOSSES,DAMAGES,EXPENSES OR INJURIES OF ANY KIND OR TYPE,INCLUDING,BUT NOT UMITED TO,ANY SPECIAL,INDIRECT,INCIDENTAL,CONSEQUENTIAL OR PUNITIVE DAMAGES(COLLECTIVELY,'CLAIMS")TO YOU OR ANY THIRD PARTY CAUSED BY THE EQUIPMENT OR ITS USE.You assume the risk ofliabilityfor,and hereby agree to Indemnify and hold safe and harmless,and covenant to defend,XFS,Its employees,officers and agents from and against:(a)any and all Claims(Includinglegalexpensesofeverykindandnature)arising out of the acceptance or rejection,ownership,leasing,possession,operation,use,return or other disposition of the Equipment;and(b)anyandalllossordamageofortotheEquipment.Neither sentence in this Section shall apply to Claims arising directly and proximately from XFS's gross negligence or willful misconduct.13.Default and Remedies.You will be in default hereunder if XFS does not receive any Payment within 10 days after its due date,or you breach any other material obligation hereunder oranyotheragreementwithXFS.If you default,and such default continues for 10 days after XFS provides notice to you,XFS may,in addition to other remedies(including disabling or repossessingtheEquipmentand/or requesting Supplier to cease performing under the Maintenance Agreement),immediately require you to do one or more of the following;(a)as liquidated damagesforlossofbargainandnotasapenalty,pay the sum of(i)all amounts then past due,plus interest from the due date until paid at the rate of 1.5%per month;(ii)the Payments remaining intheTerm(including the fixed maintenance component thereof,if permitted under the Maintenance Agreement),discounted at the Discount Rate to the date of default,(iii)the Equipment'sbookedresidual,and(iv)Taxes;and(b)require you to return the Equipment as provided in Sections 5 and 8 hereof.You agree to pay all reasonable costs,including attorneys'fees anddisbursements,incurred by XFS to enforce this Agreement.
14.Risk of Loss and Insurance.You assume and agree to bear the entire risk of loss,theft,destruction or other impairment of the Equipment upon delivery.You,at your own expense,(i)shallkeepEquipmentinsuredagainstlossordamageataminimumoffullreplacementvaluethereof,and(ii)shall carry liability insurance against bodily injury,including death,and against propertydamageintheamountofatleast$2 million(collectively,"Required Insurance").All such Equipment loss/damage Insurance shall be with lender's loss payable to"XFS,its successors and/orassigns,as their interests may appear,"and shall be with companies reasonably acceptable to XFS.XFS shall be named as an additional insured on all liability insurance policies.The RequiredInsuranceshallprovidefor30days'prior notice to XFS of cancellation.
YOU MUST PROVIDE XFS OR OUR DESIGNEES WITH SATISFACTORY WRITTEN EVIDENCE OF REQUIRED INSURANCE WITHIN 30 DAYS OF THE ACCEPTANCE DATE AND ANYSUBSEQUENTWRITTENREQUESTBYXFSOROURDESIGNEES.IF YOU DO NOT DO SO,THEN IN LIEU OF OTHER REMEDIES FOR DEFAULT,XFS IN OUR DISCRETION AND AT OUR SOLE OPTIONMAY(BUT IS NOT REQUIRED TO)OBTAIN INSURANCE FROM AN INSURER OF XFS'S CHOOSING,WHICH MAY BE AN XFS AFFILIATE,IN SUCH FORMS AND AMOUNTS AS XFS DEEMSREASONABLETOPROTECTXFS'S INTERESTS(COLLECTIVELY"EQUIPMENT INSURANCE").EQUIPMENT INSURANCE WILL COVER THE EQUIPMENT AND XFS;IT WILL NOT NAME YOU AS ANINSUREDANDMAYNOTCOVERALLOFYOURINTERESTINTHEEQUIPMENTANDWILLBESUBJECTTOCANCELLATIONATANYTIME.YOU AGREE TO PAY XFS PERIODIC CHARGES FOREQUIPMENTINSURANCE(COLLECTIVELY"INSURANCE CHARGES")THAT INCLUDE:AN INSURANCE PREMIUM THAT MAY BE HIGHER THAN IF YOU MAINTAINED THE REQUIRED INSURANCESEPARATELY;A FINANCE CHARGE OF LIP TO 1.5%PER MONTH ON ANY ADVANCES MADE BY XFS OR OUR AGENTS;AND COMMISSIONS,BILLING AND PROCESSING FEES;ANY OR ALL OFWHICHMAYGENERATEAPROFITTOXFSOROURAGENTS.XFS MAY ADD INSURANCE CHARGES TO EACH PAYMENT.XFS shall discontinue billing or debiting Insurance Charges forEquipmentInsuranceuponreceiptandreviewofsatisfactoryevidenceofRequiredInsurance.
You must promptly notify XFS of any loss or damage to Equipment which makes any item of Equipment unfit for continued or repairable use.You hereby irrevocably appoint XFSasyourattorney-in-fact to execute and endorse all checks or drafts in your name to collect under any such Required Insurance.Insurance proceeds from Required Insurance or EquipmentInsurancereceivedshallbeapplied,at XFS's option,to(x)restore the Equipment so that it is in the same condition as when delivered to you(normal wear and tear excepted),or(y)if theEquipmentisnotrestorable,to replace it with like-kind condition Equipment from the same manufacturer,or(z)pay to XFS the greater of(i)the total unpaid Payments for the entire Termhereof(discounted to present value at the Discount Rate)plus,if an FMV purchase option is designated on the first page hereof,XFS's residual interest in such Equipment(herein agreed tobe20%of the Equipment's original cost to XFS)plus any other amounts due to XFS hereunder,or(ii)the Determined FMV immediately prior to the loss or damage.NO LOSS OR DAMAGE TOEQUIPMENT,OR XFS'S RECEIPT AND APPLICATION OF INSURANCE PROCEEDS,SHALL RELIEVE YOU OF ANY OF YOUR REMAINING OBLIGATIONS UNDER THIS AGREEMENT.NotwithstandingprocurementofEquipmentInsuranceorRequiredInsurance,you remain primarily liable for performance under this Section in the event the applicable insurance carrier fails or refuses topayanyclaim.YOU AGREE(I)AT XFS'S SOLE ELECTION TO ARBITRATE ANY DISPUTE WITH XFS,OUR AGENTS OR ASSIGNS REGARDING THE EQUIPMENT INSURANCE UNDER THE RULES OFTHEAMERICANARBITRATIONASSOCIATIONINFAIRFIELDCOUNTY,CT,(II)THAT IF XFS MAKES THE FOREGOING ELECTION ARBITRATION(NOT A COURT)SHALL BE THE EXCLUSIVE REMEDYFORSUCHDISPUTES;AND(III)THAT CLASS ARBITRATION IS NOT PERMITTED.This arbitration option does not apply to any other provision of this Agreement,15,Finance Lease and Customer Waivers.The parties agree this Agreement shall be construed as a"finance lease"under UCC Article 2A.Customer waives its rights as a lessee underUCCZAsections508-522.
16.Authorization of Signer and Credit Review.You represent that you may lawfully enter into,and perform,this Agreement,that the individual signing this Agreement on your behalf has allnecessaryauthoritytodoso,and that all financial information you provide accurately represents your financial condition.You agree to furnish financial Information that XFS may requestnow,including your Federal Tax ID,and you authorize XFS to obtain credit reports on you in the future should you default or fail to make prompt payments hereunder.17.Original and Sole Controlling Document.No Modifications Unless In Writing.This Agreement constitutes the entire agreement between the Parties as to the subjects addressed herein,and representations or statements not included herein are not part of this Agreement and are not binding on the Parties.You agree that an executed copy of this Agreement that Is signed byyourauthorizedrepresentativeandbyXFS's authorized representative(an original manual signature or such signature reproduced by means of a reliable electronic form,such as electronictransmissionofafacsimileorelectronicsignature)shall be marked"original"by XFS and shall constitute the only original document for all purposes.To the extent this Agreement constitutesUCCchattelpaper,no security Interest in this Agreement may be created except by the possession or transfer of the copy marked"original"by XFS.IF A PURCHASE ORDER OR OTHERDOCUMENTISISSUEDBYYOU,NONE OF ITS TERMS AND CONDITIONS SHALL BE BINDING ON XFS,AS THE TERMS AND CONDITIONS OF THIS AGREEMENT EXCLUSIVELY GOVERN THETRANSACTIONDOCUMENTEDHEREIN. SUPPLIER AND ITS REPRESENTATIVES ARE NOT OUR AGENTS AND ARE NOT AUTHORIZED TO MODIFY OR NEGOTIATE THE TERMS OF THISAGREEMENT.THIS AGREEMENT MAY NOT BE AMENDED OR SUPPLEMENTED EXCEPT IN A WRITTEN AGREEMENT SIGNED BY AUTHORIZED REPRESENTATIVES OF THE PARTIES AND NOPROVISIONSCANBEWAIVEDEXCEPTINAWRITINGSIGNEDBYXFS.You authorize XFS to Insert or correct missing information on this Agreement,including but not limited to your properlegalname,agreement/numbers,serial numbers and other Equipment information,so long as there is no material impact to your financial obligations,18.Governing Law,Jurisdiction,Venue and JURY TRIAL WAIVER.THIS AGREEMENT IS GOVERNED BY,AND SHALL BE CONSTRUED IN ACCORDANCE WITH,THE LAWS OF THE STATE OFCONNECTICUT.THE JURISDICTION AND VENUE OF ANY ACTION TO ENFORCE THIS AGREEMENT,OR OTHERWISE RELATING TO THIS AGREEMENT,SHALL BE IN A FEDERAL OR STATE COURT INFAIRFIELDCOUNTY,CONNECTICUT OR,EXCLUSIVELY AT XFS'S OPTION,IN ANY OTHER FEDERAL OR STATE COURT WHERE THE EQUIPMENT IS LOCATED OR WHERE XFS'S OR YOUR PRINCIPALPLACESOFBUSINESSARELOCATED,AND YOU HEREBY WAIVE ANY RIGHT TO TRANSFER VENUE.THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION RELATED TO ORARISINGOUTOFTHISAGREEMENT.
19.Miscellaneous.Your obligations under the"Taxes"and"Liability"Sections commence upon execution,and survive the expiration or earlier termination,of this Agreement.Noticeshereundermustbeinwriting.Notices to you will be sent to the"Billing Address"provided on the first page hereof,and notices to XFS shall be sent to our address provided on the first pagehereof.Notices will be deemed given 5 days after mailing by first class mail or 2 days after sending by nationally recognized overnight courier.Invoices are not considered notices and are notgovernedbythenoticetermshereof.You authorize XFS to communicate with you by any electronic means(including cellular phone,email,automatic dialing and recorded messages)usinganyphonenumber(Including cellular)or electronic address you provide to us.If a court finds any term of this Agreement unenforceable,the remaining terms will remain in effect.The failurebyeitherPartytoexerciseanyrightorremedywillnotconstituteawaiverofsuchrightorremedy.If more than one party has signed this Agreement as Customer,each such party agreesthatitsliabilityisjointandseveral.The following four sentences control over every other part of this Agreement:Both Parties will comply with applicable laws.XFS will not charge or collectanyamountsinexcessofthoseallowedbyapplicablelaw.Any part of this Agreement that would,but for the last four sentences of this Section,be read under any circumstances to allow forachargehigherthanthatallowedunderanyapplicablelegallimit,is modified by this Section to limit the amounts chargeable hereunder to the maximum amount allowed under the legallimit.If,in any circumstances,any amount In excess of that allowed by law is charged or received,any such charge will be deemed limited by the amount legally allowed andreceivedbyXFSinexcessofthatlegallyallowedwillbeappliedbyustothepaymentofamountslegallyowedhereunderorrefundedtoyou.
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Page 2 of 2
XFS-FMV 04.05.18
I QBSlj Sales and Service Agreement
"""'""Company
14437 SE t:.stpte w,,., Suite 100, kllewt. W/\ 9I007
OS 195.5000 I Tr: IOO.IUl.-1 J. 425 861.1161
Ship To
City of Renton
1055 S Grady Way COPY CENTER
Renton WA
Install Contact· 0><,s Seese
install Phone #: 42S-�7
Install Emall
II
Blllln& Contact:
Bill"'I Phone·
Ollll� Email:
Monttlly Payment:
Equipment
Date
CIISIOmer#
Account Mu.
BUI To
Contract Tenn:
2/27/2020
PO#
50MOHTHS
Qty I Mate I Docrtptlon I l.oQltlon I Monthly Payn14nt I
1 XEROX
l XEROX
1 XEROX
8as1t8/W
8as•Color
V180 Production Color Copier
C70 Production Color
DUO Production Black and White
MACHINES TO BE BIUED FOR ACTUAL USAGE EVEAY MONTH.
RATES INO.UDE AU SUPPUES TONER/DRUMS/ STAPLES/ SERVICf AND SUPPLIES
EXO.UDES PAPER.
BaH BIiied Monthly Unless Specified
lndurkd Volumcl/W .
lnchlded Volume Colo< . I Maintenance Plan -MFP
Overate Bllllna Frequency I
Monthly OYtr•IIO fraqU(!n(V dd•ulu to quartorly Overaaes B/W
• Quarterlv unto»nornonthlyba,e. lo-n.es Color
Q8Sl·Xero• wilf Install sojtwan ro outomotlca/1� download mtttrs /or controct bl/Ung. QBSt·Xtro• will chorge on odd1t/onol /te
Dodi� Malnt�n•nc• of S1S otr ow root b/Ulno cvck for mtttr CD/ltd/on should tust-r dadln� ln1t0Hation Auept
Mete< Coll<Kt10n Method I• l360Al/p I !Email I I FAX
Managed Print Services (MPS)
Overa1e Cost per Copy
• Decline
�:
Cash s• Prtc.
$0.0034
50,0340
M11lte/Model I s.rt.i Numb9r I IDI I 8/WV"'4Ame I ColotVolurne I 8/WSt..rtMet..-I Color Start Met.I-
Malntenanu Plan· Printers
BaJ1 llll«d Montllly Unleu Speciflad I ow�e lllllna ffequency I: O.eraae Cost per Copy
Sas•B/W lnclutkd Voklme 8/W
lklseCD/or ln<l<Jdod Volume Color
.
.
Monthly awr.111 t«<i...,., c1er .... 11, 10 quo<to,ty Overages 1/W
Qua,u,ty uJ>IOS\ no -.tllly bas<t OV.raaes Color •I of llla<k Aat Rate Printers . I of Color Rot Rate Printers Fl,Jte Rote Black Prlntars $0.00 I Fl;,t Raio Color Prtntffs
QBSI-Xerox will lnsrall software to automatlco//y download meters for contract b/11/ng QBSl·Xeto• wf/1 chorgt on oddltlonol /tes
Oodlned Malntt.nan<e of $25 per owra� b/Hino a,ch! for meter collect/on should customer dttllne installation .. Accept X
AU. TERMS ANO CONDITIONS OF THE CITY OF RENTON MASTER
$
$
SERVICES AGREEMENT 02012020 APPLY *" Total Cash Sale Price s . Total Monthly Payment
Spedal Est sales Tu 10.°" SO.OD
lnstructlons I.us De<tuctlons
TOW C.,,sh O..e $0.00
I
0v oxecullns this .., .. ....,..,.1 actnowtedce th•t I h..., , .. d ••O und..-sund IN, aareemont and I «rtily u..1 I •m authori1td to .. ocu,e tl!IJ ..,...,...,, on behoW cl •-01(.t.lOf'I dttH or met.tr retd4ngt-,� temu -'d condteN)f'IS on 1he t.c:e and reYtne .te of ttws •&•ffffifnt co"ed.ty set fO\llfth tht entire ap�t bttwffn iei
Authonied Signature /Dale
Customer Acceptance
Print Name TIiie
Estimated Sah!s Ta•
IAss Deductions
Monthly Amount Due
$0.00
Decline
10.°"
Date
Christine Seese, ASD Admin. Asst.
0J3S I Sales and Service Agreement
A Xerox Company
14433 SE Eartaate Way Suite 300,Bellevue,WA 98007
425.895.5000 I TF:800.831.585E I F:425.861.1161
TERMS AND CONDITIONS
1.DefinIUons.This agreement(the"Agreement")between OE/Si-Xerox(the"Company")and the Customer,as defined on the Sales Agreement("Customer"),with respect to the purchase of those certain goodsidentifiedontheSalesAgreement,
2.Scope.This Agreement may be executed for:
a)A SALE of the Goods. II a SALE,the quantity and the price are indicated on the front of this Agreement.Payment terms are Net 30.
b) A LEASE of the Goods. If a LEASE,Customer will execute a separate leasing agreement which will fund the purchase of those Goods in the quantity indicated on the front of this Agreement for the benefit of
Customer(please see proposed monthly payment and term).Upon execution of leasing documents,the Customer shall be responsible to leasing company to satisfy the terms and conditions of the leasingdocuments.
c)A MPS agreement. This MPS Agreement covers both Use labor and the material for adjustments,repairs and replacement of parts as necessitated by normal use of the equipment.Damage to the equipment or
its parts arising out of misuse,abuse,negligence,or causes beyond QBSI•XEROX's control are not covered.QBSI-XEROX may terminate this MPS Agreement in the event equipment Is modified,altered or serviced
by personnel other than those employed by QBSI-XEROX or without consent of QBSI-XEROX. If equipment cannot be repaired In the field.QBSI-XEROX may provide a temporary loaner until the equipment is
repaired and returned to the Customer site. In the event equipment cannot he repaired by QBSI-XEROx due to age,chronic failure,or parts availability,Customer has the option of purchasing new or
remanufactured equipment,or rebalancing the fleet. Customer is required to notify the Company upon installation of any additional equipment capable of using Company's supplied toner cartridges. Upon
installation,such equipment shall automatically be covered by the MPS Agreement and shall be considered the Equipment for all purposes under this contract.
d)For SERVICES of the Goods. This Agreement covers both the labor and materials for adjustments,repairs,and replacement of parts necessitated by normal use of the Equipment listed on the face of this
Agreement("Services"). Services do not include the following:(a)repairs due to misuse,neglect,or abuse(including,without limitation,Improper voltage or use of supplies that do not conform to the
manufacturers'specifications);(b)use of options,accessories or products not provided by Company;(c)non-Company alterations,relocation,service or supplies;(d)loss or damage resulting from accidents,fire,
water,or theft;(e)maintenance requested outside Company's normal business hours or this Agreement,(f)Thermal Heads and MICR Toner for laser Printers,and parts and labor for all non-laser printers,(g)parts for Scanners,(h)supplies and parts for wide format printers,(I)labor and parts for Dell/Brother printers and/or(j)paper and staples. MICR toner for laser printers may be provided for an additional charge.
Supplies are to be used exclusively for the Equipment and remain Company property until consumed.You will return,or allow Company to retrieve,any unused supplies at the termination/expiration of this
Agreement. Shipping and handling fees may apply. You are responsible for the cost of excess supplies and expedited delivery.A charge for toner consumption exceeding 109E over the manufacturer's suggested
yields maybe charged at current retail price. If you do not provide meter reads as required,Company may estimate the reading and bill accordingly. If Equipment Is moved to an address other than that on the
reverse of this document,we may choose to remove It from the Agreement or add an additional charge to this Agreement. If,at any time during the Term of this Agreement,Customer upgrades,modifies,or
adds equipment,Customer shall promptly notify Company.Added equipment shall be considered the Equipment for all purposes under this contract. Company maintains the right to inspect any upgrades and
modifications to Equipment and/or additional equipment and,in Its sole discretion,determine whether equipment Is eligible for Service. If approved,the Agreement will be amended to include such changes,
including pricing modifications. Unless otherwise agreed to in writing,Customer remains solely responsible for any and all Customer data stored within the Equipment and
termination of this Agreement.the removal of such data upon
3.Meters.If meters are not provided by the Customer or meter collection software,the Company may estimate the reading,charge for meter collection and bill accordingly.
4.Delivery and Installation. Unless specified otherwise on the Agreement,the Company shall ship directly to clients,or deliver and install the Goods at the location specified by Customer on the Agreement
unless:(1)Customer has not made available at that address a suitable peace of Installation as specified by the Company;(2)Customer has not made available suitable electrical service in accordance with the
Underwriter's lab("UL")requirements;(3)the Goods are to be delivered to a location outside of the Company's service area.All risk of loss will transfer to the Customer upon delivery.
5.Taxes.Customer shall pay all federal,state,and local sales,use,property,excise,or other taxes imposed on or with respect to the purchase price of the Goods.
6.Term and Payment. This Agreement shall become binding upon the Customer's execution of this Agreement and may not be cancelled or altered thereafter without the Company's written consent. Eacept as
otherwise provided for herein,this Agreement is non-cancelable and will commence on the start date indicated on the face of this Agreement and remain In effect throughout the Term. Unless notified in writingthirty(30)days prior to its expiration,this Agreement shall automatically renew for additional one(1)year period. Upon expiration of the agreement and anytime thereafter,the Company may evaluate the
agreement and choose to cancel the agreement or add vintage fees. No modification,amendment,or other change shall be binding on the parties unless agreed to in writing by each party's authorized
representative, You agree to pay Company the Minimum Monthly Payment and all other sums when due and payable. II any payment is overdue,you will pay a late charge not to exceed 796 of each late
payment(or such lesser rate as is the maximum allowable by law). Company has the right to withhold service and supplies,without recourse,for any nonpayment.Unless otherwise stated on the face of this
Agreement,Company may increase the Base Charge and/or the Overage Rates on an annual basis,in an amount not to exceed 15%. If Customer requires any specialized billing procedure or Irvoicing,Companyreservestherighttobillanadministrativefee.
7.Default. Customer will be In default of this Agreement if Company does not receive payment within 30 days after the date payment is due or Customer breaches any other obligation under this Agreement.
Customer will pay all reasonable costs,including re-stocking lees,incurred by the Company to enforce this Agreement and/or any disputes arising with regard to returning the Goods.
8.Indemnification.(a)Customer is responsible for any losses,damages,penalties,claims,sults,and actions(collectively"Claims")whether based on a theory of contract,tort,strict liability,or otherwise causedbyorrelatedtoorinanymannerarisingoutoftheuse,ownership,possession,or funding or financing,of the Goods(including but not limited to the negligence of Customer,Customer's employees or agents,or
any third party),and,(b)Customer is responsible for any and all costs and attorneys'fees incurred by the Company relating to any such claim.Customer will reimburse and,if requested,defend the Company atCustomer's own cost and expense,against any Claims.Customer's obligations under this Section 10 shall survive termination of this Agreement.
9.Warranties and limitation of liability on work performed. There are no warranties,whether expressed,implied or statutory,on any goods provided by Company,Including without limitation any impliedwarrantyofmerchantabilityandfitnessforaparticularpurpose. No obligation or liability shall grow out of the company rendering technical or other advice in conjunction with goods provided under thisagreement.
10.limitation of Liability. The Company's total liability to Customer for any claim,whether based in contract,tort,common law,or statute,arising out of,connected with,or resulting from the furnishing orfailuretofurnishanyGoodsunderthisAgreement(and the associated delivery and installation of said goods)shall not exceed the cost paid by the Customer for the Goods which give rise to the claim.In no event
shall the Company be liable for any Incidental,consequential,or special damages incurred by Customer or any third party,including without limitation any loss of use,loss of anticipated profits,costs or downtime,or for substitute equipment,and any claims of Customer's clientele for service interruptions or failure to supply.
11.Limited License to Use Software. The Company grants Customer a non-exclusive,non-transferable license to use in the U.S.:(a)software and accompanying documentation provided with the Equipment
Base Software")with which it was delivered;and(b)software and accompanying documentation identified on the Cover Page as"Application Software"only on any single unit of Equipment for as long asCustomerIscurrentinthepayment,including any applicable software license fees(if any).Third Party Software may also be obtained under this Agreement and may be subject to a separate End User License
Agreement."Base Software,""Application Software,"and'Third Party Software"are referred to collectively as"Software".Customer has no other rights and may not(1)distribute,copy,modify,createderivativesof,decompile,or reverse engineer Software;(2)activate Software delivered with the Equipment in an inactivated state;or(3)allow others to engage in same.Title to,and all intellectual propertyrightsin,Software will reside solely with Company and/or its licensors(who will be considered third-party beneficiaries of this subsection).The Base Software license will terminate:(i)if Customer no longer uses
or possesses tlx:Equipment;(ii)Customer Is a lessor of the Equipment and Its first lessee no longer uses or possesses it;or(id)upon the expiration of any Installment payments under which Customer has rentedorleasedtheEquipment(unless Customer has exercised an option to purchase the Equipment).Neither Company nor its licensors warrant that Software will be free from errors or that Its operation will beuninterrupted.
12.Governing Law.This Agreement shall be governed by the laws of the state of Washington without regard to the conflict of laws or principles of such states.
13.Waiver. The waiver of any breach of any of the terms and conditions set forth herein shall not be construed as a waiver of arty other breach.The failure of either party to exercise any right arising from anydefaultoftheotherpartyhereundershallnotbedeemedtobeawaiverofsuchright.
14.Relationship.The relationship of the parties established under this Agreement is that of Independent contractor and neither party is a partner,employee,agent or joint venturer of or with the other.
1S.Assignment.Any assignment of this Agreement by Customer without the prior written consent of the Company shall be void and unenforceable.
pJ///
A
Ini' /`F
CAG-20-053
AGREEMENT FOR MULTIFUNCTION PRINTER (MFP) MASTER
SERVICES AGREEMENT #02012020
THIS AGREEMENT, dated February 1, 2020, is by and between the City of Renton (the "City"), a
Washington municipal corporation, and Quality Business Systems, Inc. - Xerox ("Consultant"), a
Washington corporation. The City and the Consultant are referred to collectively in this
Agreement as the "Parties." Once fully executed by the Parties,this Agreement is effective as of
the last date signed by both parties.
1. Scope of Work: Consultant agrees to provide Multifunction Printer (MFP) Service,
Maintenance, Repair and Supplies for MFPs purchased or leased through Consultant
during the term of this Agreement as specified in Exhibit A, which is attached and
incorporated herein and may hereinafter be referred to as the "Work."
2. Changes in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Work consisting of additions,deletions or modifications.Any such changes
to the Work shall be ordered by the City in writing and the Compensation shall be
equitably adjusted consistent with the rates set forth in Exhibit A and Exhibit B or as
otherwise mutually agreed by the Parties.
3. Term: Consultant shall perform the Work for all MFPs purchased or leased and delivered
during a 60 month term from the effective date of this Agreement, with such Work
continuing at the applicable rates provided for herein for a 60 month period from the
time of delivery of each MFP. The City may extend this term in 12 month increments for
up to an additional 60 months by providing Consultant written notification of such
extension.
4. Compensation:
A. Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed the amount the City budgets for this. Compensation shall
be paid based upon Work actually performed according to the rate(s) or amounts
specified in Exhibit A and Exhibit B. The Consultant agrees that any hourly or flat rate
charged by it for its Work shall remain locked at the negotiated rate(s) unless
otherwise agreed to in writing or provided in Exhibit A and Exhibit B. Except for state
and local sales taxes or other taxes required by law to be paid by the City as customer,
the Consultant shall be solely responsible for payment of any taxes imposed as a result
of the performance and payment of this Agreement.
B. Method of Payment. On a monthly or no less than quarterly basis during any quarter
in which Work is performed,the Consultant shall submit a voucher or invoice in a form
approved by the City, including a description of what Work has been performed for
which compensation is due. Payment shall be made by the City for Work performed
within thirty (30) calendar days after receipt and approval by the appropriate City
representative of the voucher or invoice. If the Consultant's performance does not
meet the requirements of this Agreement, the Consultant will correct or modify its
performance to comply with the Agreement.The City may withhold payment for work
that does not meet the requirements of this Agreement.
C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Consultant for failure of the
Consultant to perform the Work or for any breach of this Agreement by the
Consultant.
D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the last
fiscal period for which funding was allocated, and this Agreement will terminate upon
the City providing no less than thirty(30) days notice and completion of all remaining
Work up to the time of termination. No penalty or expense shall accrue to the City in
the event this provision applies.
5. Termination:
A. The City reserves the right to terminate this Master Services Agreement at any time,
with or without cause by giving sixty (60) calendar days' notice to the Consultant in
writing.
B. In the event this Agreement is terminated by the City, the Consultant shall be entitled
to payment for all Work performed through the effective date of termination, less all
payments previously made. If the Agreement is terminated by the City after partial
performance of Work for which the agreed compensation is a fixed fee, the City shall
pay the Consultant an equitable share of the fixed fee.This provision shall not prevent
the City from seeking any legal remedies it may have for the violation or
nonperformance of any of the provisions of this Agreement and such charges due to
the City shall be deducted from the final payment due the Consultant. No payment
shall be made by the City for any expenses incurred or work done following the
effective date of termination unless authorized in advance in writing by the City.
6. Warranties And Right To Use Work Product: Consultant represents and warrants that
Consultant will perform all Work identified in this Agreement in a professional and
workmanlike manner and in accordance with all reasonable and professional standards
PAGE 2 OF 10
and laws. To the extent Consultant provides software or services making use of
intellectual property, Consultant warrants it has the right to use, license, or sell such
property for the purposes of the work. The provisions of this section shall survive the
expiration or termination of this Agreement.
7. Record Maintenance: The Consultant shall maintain records which properly reflect the
Work provided in the performance of this Agreement for which compensation is due or
paid and retain such records for as long as may be required by applicable Washington
State records retention laws, but in any event no less than six years after the termination
of this Agreement. The Consultant agrees to provide access to and copies of any records
related to this Agreement as required by the City to audit expenditures and charges
and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW).
The provisions of this section shall survive the expiration or termination of this
Agreement.
8. Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act, Consultant shall make a diligent search of
all records in its possession or control relating to this Agreement and the Work, including,
but not limited to, e-mail, correspondence, notes,saved telephone messages, recordings,
photos, or drawings and provide them to the City for production. In the event Consultant
believes said records need to be protected from disclosure, it may, at Consultant's own
expense, seek judicial protection. Consultant shall indemnify, defend, and hold harmless
the City for all costs, including attorneys'fees, attendant to any claim or litigation related
to a Public Records Act request for which Consultant has responsive records and for which
Consultant has withheld records or information contained therein, or not provided them
to the City in a timely manner. Consultant shall produce for distribution any and all
records responsive to the Public Records Act request in a timely manner, unless those
records are protected by court order. The provisions of this section shall survive the
expiration or termination of this Agreement.
9. Independent Contractor Relationship:
A. The Consultant is retained by the City only for the purposes and to the extent set forth
in this Agreement.The nature of the relationship between the Consultant and the City
during the period of the Work shall be that of an independent contractor, not
employee.The Consultant, not the City, shall have the power to control and direct the
details, manner or means of Work. Specifically, but not by means of limitation, the
Consultant shall have no obligation to work any particular hours or particular
schedule, unless otherwise indicated in the Scope of Work or where scheduling of
attendance or performance is mutually arranged due to the nature of the Work.
Consultant shall retain the right to designate the means of performing the Work
covered by this agreement, and the Consultant shall be entitled to employ other
workers at such compensation and such other conditions as it may deem proper,
PAGE 3 OF 10
provided, however, that anycontract so made by the Consultant is to be paid by it
alone, and that employing such workers, it is acting individually and not as an agent
for the City.
B. The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance
Program, or otherwise assuming the duties of an employer with respect to Consultant
or any employee of the Consultant.
C. If the Consultant is a sole proprietorship or if this Agreement is with an individual,the
Consultant agrees to notify the City and complete any required form if the Consultant
retired under a State of Washington retirement system and agrees to indemnify any
losses the City may sustain through the Consultant's failure to do so.
10. Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless
the City, elected officials, employees, officers, representatives, and volunteers from any
and all claims, demands, actions, suits, causes of action, arbitrations, mediations,
proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees,
penalties, expenses, attorney's or attorneys' fees, costs, and/or litigation expenses to or
by any and all persons or entities, arising from, resulting from, or related to the negligent
acts, errors or omissions of the Consultant in its performance of this Agreement or a
breach of this Agreement by Consultant, except for that portion of the claims caused by
the City's sole negligence.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction,alteration, improvement,etc.,of structure or improvement attached to real
estate...) 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
Consultant and the City, its officers, officials, employees and volunteers, Consultant's
liability shall be only to the extent of Consultant's negligence.
It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute Consultant's waiver of immunity under the Industrial
Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties
have mutually negotiated and agreed to this waiver. The provisions of this section shall
survive the expiration or termination of this Agreement.
11. Gifts and Conflicts: The City's Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City's Code of Ethics and state law, the Consultant shall not give a gift of any kind
GO
PAGE 4OF1O
to City employees or officials. Consultant also confirms that Consultant does not have a
business interest or a close family relationship with any City officer or employee who was,
is, or will be involved in selecting the Consultant, negotiating or administering this
Agreement, or evaluating the Consultant's performance of the Work.
12. City of Renton Business License: The Consultant shall obtain a City of Renton Business
License prior to performing any Work and maintain the business license in good standing
throughout the term of this agreement with the City.
Information regarding acquiring a city business license can be found at:
http://www.rentonwa.gov/cros/One.aspx?portalld=7922741&pageld=9824882
Information regarding State business licensing requirements can be found at:
http://dor.wa.gov/doing-business/register-my-business
13. Insurance: Consultant shall secure and maintain:
A. Commercial general liability insurance in the minimum amounts of $1,000,000 for
each occurrence/$2,000,000 aggregate for the Term of this Agreement.
B. In the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability, Errors and
Omissions coverage shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean any
Work provided by a licensed professional or Work that requires a professional
standard of care.
C. Workers' compensation coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
D. Commercial Automobile Liability for owned, leased,hired or non-owned, leased, hired
or non-owned, with minimum limits of $1,000,000 per occurrence combined single
limit, if there will be any use of Consultant's vehicles on the City's Premises by or on
behalf of the City, beyond normal commutes.
E. Consultant shall name the City as an Additional Insured on its commercial general
liability policy on a non-contributory primary basis. The City's insurance policies shall
not be a source for payment of any Consultant liability, nor shall the maintenance of
any insurance required by this Agreement be construed to limit the liability of
Consultant to the coverage provided by such insurance or otherwise limit the City's
recourse to any remedy available at law or in equity.
PAGE 5 OF 10
F. Subject to the City's review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing the Work.
G. Consultant shall provide the City with written notice of any policy cancellation,within
two (2) business days of their receipt of such notice.
14. Delays: Consultant is not responsible for delays caused by factors beyond the
Consultant's reasonable control. When such delays beyond the Consultant's reasonable
control occur, the City agrees the Consultant is not responsible for damages, nor shall the
Consultant be deemed to be in default of the Agreement.
15. Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or
encumber any rights, duties or interests accruing from this Agreement without the
written consent of the other.
16. Notices: Any notice required under this Agreement will be in writing, addressed to the
appropriate party at the address which appears below (as modified in writing from time
to time by such party), and given personally, by registered or certified mail, return receipt
requested, by facsimile or by nationally recognized overnight courier service.Time period
for notices shall be deemed to have commenced upon the date of receipt, EXCEPT
facsimile delivery will be deemed to have commenced on the first business day following
transmission. Email and telephone may be used for purposesur of administeringthePp
Agreement, but should not be used to give any formal notice required by the Agreement.
CITY OF RENTON CONSULTANT
Christine Seese, ASD Administrative Asst.Donna McGrath, Major Acct. Manager
1055 South Grady Way 14432 SE Eastgate Way, Suite 300
Renton, WA 98057 Bellevue, WA 98007
Phone: (425) 430-6887 Phone: (425) 896-5026
cseese@rentonwa.gov donna.mcgrath@xerox.com
Fax: (425) 430-6957 Fax: (425) 867-1161
17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Consultant agrees as follows:
A. Consultant, and Consultant's agents, employees, representatives, and volunteers
with regard to the Work performed or to be performed under this Agreement, shall
not discriminate on the basis of race, color, sex, religion, nationality, creed, marital
status, sexual orientation or preference, age (except minimum age and retirement
provisions), honorably discharged veteran or military status, or the presence of any
sensory, mental or physical handicap, unless based upon a bona fide occupational
qualification in relationship to hiring and employment, in employment or application
PAGE 6 OF 10
for employment, the administration of the delivery of Work or any other benefits
under this Agreement, or procurement of materials or supplies.
B. The Consultant will take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, creed,
color, national origin, sex, age, sexual orientation, physical, sensory or mental
handicaps, or marital status. Such action shall include, but not be limited to the
following employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation and
selection for training.
C. If the Consultant fails to comply with any of this Agreement's non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreement in
whole or in part.
D. The Consultant is responsible to be aware of and in compliance with all federal, state
and local laws and regulations that may affect the satisfactory completion of the
project, which includes but is not limited to fair labor laws, worker's compensation,
and Title VI of the Federal Civil Rights Act of 1964,and will comply with City of Renton
Council Resolution Number 4085.
18. Miscellaneous:The parties hereby acknowledge:
A. The City is not responsible to train or provide training for Consultant.
B. Consultant will not be reimbursed for job related expenses except to the extent
specifically agreed within the attached exhibits.
C. Consultant shall furnish all tools and/or materials necessaryy to perform the Work
except to the extent specifically agreed within the attached exhibits.
D. In the event special training, licensing, or certification is required for Consultant to
provide Work he/she will acquire or maintain such at his/her own expense and, if
Consultant employs, sub-contracts, or otherwise assigns the responsibility to perform
the Work, said employee/sub-contractor/assignee will acquire and or maintain such
training, licensing, or certification.
E. This is a non-exclusive agreement and Consultant is free to provide his/her Work to
other entities, so long as there is no interruption or interference with the provision of
Work called for in this Agreement.
F. Consultant is responsible for his/her own insurance, including, but not limited to
health insurance.
PAGE 7 or 10
G. Consultant is responsible for his/her own Worker's Compensation coverage as well as
that for any persons employed by the Consultant.
19. Other Provisions:
A. Approval Authority. Each individual executing this Agreement on behalf of the City
and Consultant represents and warrants that such individuals are duly authorized to
execute and deliver this Agreement on behalf of the City or Consultant.
B. General Administration and Management. The City's project manager is Christine
Seese, the Administrative Assistant for the Administrative Services Department. In
providing Work, Consultant shall coordinate with the City's contract manager or
his/her designee.
C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
D. Conflicts. In the event of any inconsistencies between Consultant proposals and this
Agreement, the terms of this Agreement shall prevail. The terms of this Agreement
shall apply for all work orders, sales or service agreements through which the City
acquires MFPs or related services from Consultant during the term of this Agreement
unless such separate agreement explicitly excludes application of this Agreement.
With the exception of Xerox mandated lease and financing terms, any purported
general terms within a Consultant prepared work order, sales or service agreement
shall not apply to the extent such terms conflict with the terms herein or include any
limitation of liability or indemnification obligation for either Party.
E. Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton. Consultant and all of the Consultant's employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall not be construed against one party or the
other as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution.
G. Jurisdiction and Venue.Any lawsuit or legal action brought by any party to enforce or
interpret this Agreement or any of its terms or covenants shall be brought in the King
County Superior Court for the State of Washington at the Maleng Regional Justice
Center in Kent, King County, Washington,or its replacement or successor. Consultant
PAGE 8OF10
hereby expressly consents to the personal and exclusive jurisdiction and venue of
such court even if Consultant is a foreign corporation not registered with the State of
Washington.
H. Severability. A court of competent jurisdiction's determination that any provision or
part of this Agreement is illegal or unenforceable shall not cancel or invalidate the
remainder of this Agreement, which shall remain in full force and effect.
I. Sole and Entire Agreement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
J. Time is of the Essence. Time is of the essence of this Agreement and each and all of
its provisions in which performance is a factor. Adherence to completion dates set
forth in the description of the Work is essential to the Consultant's performance of
this Agreement.
K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties,and all duties and responsibilities undertaken pursuant to this Agreement will
be for the sole and exclusive benefit of the Parties and no one else.
L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns,
and legal representatives to the other party to this Agreement, and to the partners,
successors, assigns, and legal representatives of such other party with respect to all
covenants of the Agreement.
M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party's
failure to enforce any provision of this Agreement shall not be a waiver and shall not
prevent either the City or Consultant from enforcing that provision or any other
provision of this Agreement in the future. Waiver of breach of any provision of this
Agreement shall not be deemed to be a waiver of any prior or subsequent breach
unless it is expressly waived in writing.
N. Counterparts. The Parties may execute this Agreement in any number of
counterparts, each of which shall constitute an original, and all of which will together
constitute this one Agreement.
0111..
PAGE 9 OF 10
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY OF RENTON CONSULTANT
By:(;A"").) By:
Jan Hawn Kelly Stac •. e
Administrative Services President
Administrator
Date Date
Attest
Jason A. Seth
City Clerk
Approved as to Legal Form
By:
Shane Moloney
City Attorney
PAGE 100F 10
EXHIBIT A
SCOPE OF SERVICE LEVEL and SUPPLY:
1. Contract Charges
a. Scanning Fees: No charge for scans, color or black/white.
b. Outbound Faxes: No charge for any outbound faxes.
c.Service for Repair Fees: Costs are built into the cost per copy charge(CPC). Escalating
charges are not be accepted.
d. Print/Copy Fees: The CPC is a fixed rate for letter, legal, and tabloid prints in accordance with
the model specific pricing provided for in Exhibit B over the term of this Agreement and for five
5)years from the date of installation of each MFP acquired pursuant to the terms of this
Agreement. If the City purchases a MFP model different from those identified in Exhibit B,the
parties will amend Exhibit B to include the CPC for the new MFP(s). CPCs shall include all costs
of providing the Work under this Agreement.
e. Late Charges or any documentation charges/fees to the City: City will not be charged.
f. Lease fee,Property tax,and Interest: This cost is to be included in a separate quote for lease
pricing and shall be a fixed rate over the entire life of the contract and is non cancellable.
i.As the City may require additional Multifunction Function Printers (MFP), printers, and
accessories throughout the life of the contract,the CONSULTANT must provide purchase
and or lease rate inclusive of all taxes.
ii. Property tax and fees will not be charged to the City of Renton in addition to the rates
quoted.
g.Adding MFP: In the event the City must add new additional MFP and or accessories during
the life of the contract, and the agreed upon model has been replaced with a newer model
Example: B/W 65 page/min), the CONSULTANT will provide the newer model of the same
capacity at the same discount price rate of 42%off MSRP or better.
i. In the event additional devices are added (purchased or leased),the terms of the City
of Renton MFP Master Agreement will be a full 60 month term from date of purchase/lease, if
purchased/leased within the life of the City of Renton MFP Master Agreement.
h. Delivery and Setup Fees: CONSULTANT is responsible for the cost of delivery and set-up for
all devices. The CONSULTANT will be responsible to remove all wrapping, boxes,and other
packing materials after the setup is completed.
i. Relocation Fees: CONSULTANT is responsible for the cost of relocating equipment associated
with MFP devices being repositioned to new locations within City of Renton limits.
2. SERVICE and SUPPLIES
a. Supplies Guarantee: Supplies must meet all rigid manufacturer's specifications. Cost per
Copy/Print rates to be locked for term of contract. Consultant will bill for actual usage every
month.Cost per copy/print rates to include toner, staples, drums, and all other parts and labor,
paper excluded. Mutoh ink pricing is available to the City of Renton at Consultant's cost.
b. Always Up Guarantee: In the event your equipment becomes non-operable and
you have placed a service call, simply bring your job, paper and an operator to any
QBSI location and we will help you get your job completed on time at your current
price per page.
c. Uptime Guarantee: CONSULTANT guaranties equipment will be up and running for
a minimum of 95%during normal business hours each year.Services will be on-site
within four business hours for every service call.
NIFI"- No Incompletes Fix It! CONSULTANT technicians are compensated to
fix the machines on the first call;to that end, CONSULTANT will keep local
part stock,as well as full car stock for technicians. Technicians to have access
to real time parts inventory on their smart phone.
d. Satisfaction Guarantee: If the City not totally satisfied with any Xerox equipment,
QBSI will, at the City's request, replace it without charge with an identical model or,
at the option of QBSI, a model with comparable features and capabilities.
e.Client Training Guarantee: CONSULTANT guarantees free equipment training at the
time of installation and any time requested by the City of Renton.
f. Removal of Machines: CONSULTANT to remove all QBSI-Xerox leased and owned
machines at the end of term at no cost to the City of Renton,with confirmation that all
financial obligations have been met. Owned machines will be removed at no cost to
the City only by authorization from the City of Renton for Disposal.
EXHIBIT B
BLACK AND WHITE XEROX XEROX XEROX XEROX
ALTALINK B405 Table Top ALTALINK B405 Table Top ALTALINK B405 Table Top ALTALINK B405 Table Top
CASH PRICE 60 Month Term 48 Month Term 36 Month Term
Base Device include scan,copy,&print 1,295.00 19.76 24.00 38.00
Fax capability INCLUDED INCLUDED INCLUDED INCLUDED
Automatic reversing document feeder INCLUDED INCLUDED INCLUDED INCLUDED
Supply storage cabinet 120.00 2.99 INCLUDED INCLUDED
Paper tray,letter INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,legal INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,11x17 NOT AVAILABLE NOT AVAILABLE NOT AVAILABLE NOT AVAILABLE
Power strip INCLUDED INCLUDED INCLUDED INCLUDED
HIPAA Data Clean or Overwrite INCLUDED INCLUDED INCLUDED INCLUDED
Finisher with stapler NOT AVAILABLE NOT AVAILABLE NOT AVAILABLE NOT AVAILABLE
Hole punch NOT AVAILABLE NOT AVAILABLE NOT AVAILABLE NOT AVAILABLE
Paper Deck NOT AVAILABLE NOT AVAILABLE NOT AVAILABLE NOT AVAILABLE
SERVICE AND SUPPLIES 0035 Cents Black 0035 Cents Black 0035 Cents Black 0035 Cents Black
BLACK AND WHITE XEROX XEROX XEROX XEROX
ALTALINK B8045 ALTALINK B8045 ALTALINK B8045 ALTALINK 88045
CASH PRICE 60 Month Term 48 Month Term 36 Month Term
Base Device include scan,copy,&print 5,639.21 81.07 111.37 148.81
Fax capability INCLUDED INCLUDED INCLUDED INCLUDED
Automatic reversing document feeder INCLUDED INCLUDED INCLUDED INCLUDED
Supply storage cabinet INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,letter INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,legal INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,11x17 INCLUDED INCLUDED INCLUDED INCLUDED
Power strip INCLUDED INCLUDED INCLUDED INCLUDED
HIPAA Data Clean or Overwrite INCLUDED INCLUDED INCLUDED INCLUDED
Finisher with stapler INCLUDED 12.94 17.77 23.75
Hole punch INCLUDED INCLUDED INCLUDED INCLUDED
Paper Deck INCLUDED INCLUDED INCLUDED INCLUDED
SERVICE AND SUPPLIES 0035 Cents Black 0035 Cents Black 0035 Cents Black 0035 Cents Black
BLACK AND WHITE XEROX XEROX XEROX XEROX
ALTALINK 88065 ALTALINK B8065 ALTALINK B8065 ALTALINK 68065
CASH PRICE 60 Month Term 48 Month Term 36 Month Term
Base Device include scan,copy,&print 6,557.55 96.38 132.40 176.91
Fax capability INCLUDED INCLUDED INCLUDED INCLUDED
Automatic reversing document feeder INCLUDED INCLUDED INCLUDED INCLUDED
Supply storage cabinet INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,letter INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,legal INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,11x17 INCLUDED INCLUDED INCLUDED 4 INCLUDED
Power strip INCLUDED INCLUDED INCLUDED INCLUDED
HIPAA Data Clean or Overwrite INCLUDED INCLUDED INCLUDED INCLUDED
Finisher with stapler INCLUDED 12.94 17.77 23.75
Hole punch INCLUDED INCLUDED INCLUDED INCLUDED
J
Paper Deck INCLUDED INCLUDED INCLUDED INCLUDED
SERVICE AND SUPPLIES 0035 Cents Black 0035 Cents Black 0035 Cents Black 0035 Cents Black
BLACK AND WHITE XEROX XEROX XEROX XEROX
ALTALINK B8075 ALTALINK B8075 ALTALINK B8075 ALTALINK B8075
CASH PRICE 60 Month Term 48 Month Term 36 Month Term
Base Device include scan,copy,&print 6,557.55 96.38 132.40 176.91
Fax capability INCLUDED INCLUDED INCLUDED INCLUDED
Automatic reversing document feeder INCLUDED INCLUDED INCLUDED INCLUDED
Supply storage cabinet INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,letter INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,legal INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,11x17 INCLUDED INCLUDED INCLUDED INCLUDED
Power strip INCLUDED INCLUDED INCLUDED INCLUDED
HIPAA Data Clean or Overwrite INCLUDED INCLUDED INCLUDED INCLUDED
Finisher with stapler INCLUDED 12.94 17.77 23.75
Hole punch INCLUDED INCLUDED INCLUDED INCLUDED
Paper Deck INCLUDED INCLUDED INCLUDED INCLUDED
SERVICE AND SUPPLIES 0035 Cents Black 0035 Cents Black 0035 Cents Black 0035 Cents Black
BLACK AND WHITE XEROX XEROX XEROX XEROX
0110 D110 D110 D110
CASH PRICE 60 Month Term 48 Month Term 36 Month Term
Base Device include scan,copy,&print 20,699.39 400.00 500.00 677.19
Fax capability N/A N/A INCLUDED INCLUDED
Automatic reversing document feeder INCLUDED INCLUDED INCLUDED INCLUDED
Supply storage cabinet INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,letter INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,legal INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,11x17 INCLUDED INCLUDED INCLUDED INCLUDED
Power strip INCLUDED INCLUDED INCLUDED INCLUDED
HIPAA Data Clean or Overwrite INCLUDED INCLUDED INCLUDED INCLUDED
Finisher with stapler INCLUDED 47.11 58.89 68.00
Hole punch INCLUDED INCLUDED INCLUDED INCLUDED
Paper Deck INCLUDED INCLUDED INCLUDED INCLUDED
SERVICE AND SUPPLIES 0034 CENTS Black 0034 CENTS Black 0034 CENTS Black 0034 CENTS Black
BLACK AND WHITE XEROX XEROX XEROX XEROX
D125 D125 D125 D125
CASH PRICE 60 Month Term 48 Month Term 36 Month Term
Base Device include scan,copy,&print 28,000.00 557.69 697.11 940.00
Fax capability N/A N/A INCLUDED INCLUDED
Automatic reversing document feeder INCLUDED INCLUDED INCLUDED INCLUDED
Supply storage cabinet INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,letter INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,legal INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,11x17 INCLUDED INCLUDED INCLUDED INCLUDED
Power strip INCLUDED INCLUDED INCLUDED INCLUDED
HIPAA Data Clean or Overwrite INCLUDED INCLUDED INCLUDED INCLUDED
Finisher with stapler INCLUDED 47.11 58.89 68.00
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Hole punch INCLUDED INCLUDED INCLUDED INCLUDED
Paper Deck INCLUDED INCLUDED INCLUDED INCLUDED
SERVICE AND SUPPLIES 0034 CENTS Black 0034 CENTS Black 0034 CENTS Black 0034 CENTS Black
COLOR XEROX XEROX XEROX XEROX
ALTALINK C 8045 ALTALINK C 8045 ALTALINK C 8045 ALTALINK C 8045
CASH PRICE 60 Month Term 48 Month Term 36 Month Term
Base Device include scan,copy,&print 5,543.13 81.34 111.74 149.31
Fax capability INCLUDED INCLUDED INCLUDED INCLUDED
Automatic reversing document feeder INCLUDED INCLUDED INCLUDED INCLUDED
Supply storage cabinet INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,letter INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,legal INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,11x17 INCLUDED INCLUDED INCLUDED INCLUDED
Power strip INCLUDED INCLUDED INCLUDED INCLUDED
HIPAA Data Clean or Overwrite INCLUDED INCLUDED INCLUDED INCLUDED
Finisher with stapler INCLUDED 11.08 15.22 20.33
Hole punch INCLUDED INCLUDED INCLUDED INCLUDED
Paper Deck INCLUDED INCLUDED INCLUDED INCLUDED
Fiery
C&Z Folder Must add BR Finisher Must add BR Finisher Must add BR Finisher Must add BR Finisher
SERVICE AND SUPPLIES 0035 Cents Black 0035 Cents Black 0035 Cents Black 0035 Cents Black
035 Cents Color 035 Cents Color 035 Cents Color 035 Cents Color
COLOR XEROX XEROX XEROX XEROX
ALTALINK C 8070 ALTALINK C 8070 ALTALINK C 8070 ALTALINK C 8070
CASH PRICE 60 Month Term 48 Month Term 36 Month Term
Base Device include scan,copy,&print 9,345.02 134.23 184.40 246.40
Fax capability INCLUDED INCLUDED INCLUDED INCLUDED
Automatic reversing document feeder INCLUDED INCLUDED INCLUDED INCLUDED
Supply storage cabinet INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,letter INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,legal INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,11x17 INCLUDED INCLUDED INCLUDED INCLUDED
Power strip INCLUDED INCLUDED INCLUDED INCLUDED
HIPAA Data Clean or Overwrite INCLUDED INCLUDED INCLUDED INCLUDED
Finisher with stapler INCLUDED 21.55 29.60 39.56
Hole punch INCLUDED INCLUDED INCLUDED INCLUDED
Paper Deck INCLUDED INCLUDED INCLUDED INCLUDED
Fiery
C&Z Folder Must add BR Finisher Must add BR Finisher Must add BR Finisher Must add BR Finisher
SERVICE AND SUPPLIES 0035 Cents Black 0035 Cents Black 0035 Cents Black 0035 Cents Black
035 Cents Color 035 Cents Color 035 Cents Color 035 Cents Color
COLOR XEROX XEROX XEROX XEROX
V180P V180P V180P V180P
CASH PRICE 60 Month Term 48 Month Term 36 Month Term
Base Device include scan,copy,&print 45,914.35 538.19 616.60 820.33
Fax capability N/A N/A INCLUDED INCLUDED
Automatic reversing document feeder INCLUDED INCLUDED INCLUDED INCLUDED
Supply storage cabinet INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,letter INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,legal INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,11x17 INCLUDED INCLUDED INCLUDED INCLUDED
Power strip INCLUDED INCLUDED INCLUDED INCLUDED
HIPAA Data Clean or Overwrite INCLUDED INCLUDED INCLUDED INCLUDED
Finisher with stapler INCLUDED 108.24 148.70 198.69
Hole punch INCLUDED INCLUDED INCLUDED INCLUDED _
Paper Deck INCLUDED INCLUDED INCLUDED INCLUDED
Fiery INCLUDED 345.32 474.39 633.90
C&Z Folder
SERVICE AND SUPPLIES 0034 Black 0034 Black 0034 Black 0034 Black
034 Color 034 Color 034 Color 034 Color
COLOR XEROX XEROX XEROX XEROX
ALTALINK C405 Table Top ALTALINK C405 Table Top ALTALINK C405 Table Top ALTALINK C405 Table Top
CASH PRICE 60 Month Term 48 Month Term 36 Month Term
Base Device include scan,copy,&print 1,900.00 35.00 48.00 55.00
Fax capability INCLUDED INCLUDED INCLUDED INCLUDED
Automatic reversing document feeder INCLUDED INCLUDED INCLUDED INCLUDED
Supply storage cabinet 120.00 2.99 2.99 2.99
Paper tray,letter INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,legal INCLUDED INCLUDED INCLUDED INCLUDED
Paper tray,11x17 NOT AVAILABLE NOT AVAILABLE NOT AVAILABLE NOT AVAILABLE
Power strip INCLUDED INCLUDED INCLUDED INCLUDED
HIPAA Data Clean or Overwrite INCLUDED INCLUDED INCLUDED INCLUDED
Finisher with stapler NOT AVAILABLE NOT AVAILABLE NOT AVAILABLE NOT AVAILABLE
Hole punch NOT AVAILABLE NOT AVAILABLE NOT AVAILABLE NOT AVAILABLE
Paper Deck NOT AVAILABLE NOT AVAILABLE NOT AVAILABLE NOT AVAILABLE
SERVICE AND SUPPLIES 0035 Cents Black 0035 Cents Black 0035 Cents Black 0035 Cents Black
City of Renton Leasing-
Publishing Equipment-Color Copier(70 PPM) 60 Month Leasing Fair
Market Value City of Renton Purchase Price
Manufacturer:XEROX Xerox Color 70
Base Unit Model#XC702 239.24
11,075.96
Integrated Fiery Rip Model#C7OEFI2 196.80
9,111.14
Booklet Maker Finisher -50 Sheet Staple&16 sheet
booklet Model#C7OBRBOOK 149.90
6,939.84
In-line C/Z Folding Module
Model#097S03949 165.20
7,648.17
3 Internal Trays(500+sheets/tray) Model#incl Included
Included
Bypass Tray(250 sheets) Model#incl Included
Included
Inserter(min 250 sheets)
Model#incld Included
Included
Monthly Equipment Amount
751.14 34,775.12
Color&BW Simplex Imprint Rate/Page(regardless of page size)
C 0.034/ bw .0034
c 0.034/ bw.0034