Goods and Materials Lease and Services Contract

Goods and Materials Lease and Services Contract THIS AGREEMENT made and entered into by and between the COUNTY OF BENTON, STATE OF MINNESOTA, hereinafter referred to as "County, 531 Dewey Street, P.O. Box 129, Foley, MN 56329, and BUSINESS ENTITY of Minnesota, ADDRESS INSERTED HERE, hereinafter referred to as "Contractor." WITNESSETH WHEREAS, the County, through the Department, wishes to lease multifunction printers, for use throughout County of Benton offices and departments; and WHEREAS, Contractor desires to provide the multifunction printers and services necessary; and WHEREAS, Contractor was the lowest responsible bidder according to the terms of Minn. Stat. 471.345; and WHEREAS, the County Board awarded the bid to Contractor based on the proposal submitted; NOW, THEREFORE, in consideration of the mutual promises contained herein the parties agree as follows: 1. TERM OF THE AGREEMENT a. This Agreement shall commence on the1st day of February, 2013, and terminate on the 31st day of January, 2018. b. This contract may be extended for additional month(s) at the sole option of the County. c. The multifunction printers shall be delivered and installed by Friday, February 1, 2013 before 8:00 a.m. in each of the indicated County Departments as listed in the Request for Proposal. d. The Contractor shall remove all multifunction printers at the end of the contract period at no cost to the County. County data remaining on the hard drives within the multifunction printers shall be erased by the contractor prior to the removal. The removal of data from the multifunction printers will be done in the presence of Benton County Information Technology Staff and to the satisfaction of the Benton County Information Technology Staff. In the event that the data cannot be removed by the Contractor, the Contractor shall remove the hard drive from the MFP and return it to the County for destruction. e. The Contractor acknowledges that time is of the essence in its performance of this contract. Failure by the Contractor to perform its obligations in a timely manner may be considered by the County as a material breach of this contract. 2. CONTRACT DOCUMENTS It is understood and agreed that the Request for Bids/Request for Proposal, Exhibits, any addenda issued by the County, the signed proposal Form and the Contract shall collectively constitute the Agreement 1

between the County and Bidder (after award, the Contractor ), and shall be referred to as the Contract Documents and the work shall be done in accordance therewith. The BUSINESS ENTITY of Minnesota bid proposal, Exhibit A, attached hereto and incorporated by reference. If there is a conflict between the Contract, the Request for Proposal, RFP, and/or the Contractor s response, the Contract shall govern. If there is any conflict between the RFP and the response, the RFP shall govern. 3. MATERIALS/GOODS/EQUIPMENT LEASED a. The County shall lease and the Contractor shall provide multifunction printers and related services, such as maintenance, as described in, the BUSINESS ENTITY of Minnesota bid proposal, Exhibit A. b. Contractor agrees to lease to the County multifunction printers which shall conform in every material respect to the specifications set out in the Request for Proposal and Exhibit A. c. The County acquires the right to possession and the use of the multifunction printers under this lease. d. Contractor will maintain the multifunction printers so that it operates in conformity in all material respects with the descriptions and specification for the multifunction printers set forth in Exhibit A. e. Contractor guarantees lifetime replacement, factory authorized parts and supplies, and technology upgrades. f. The County shall have the ability to add or delete multifunction printer units, trade up or down in speed and size of any unit at any time during the contract term at no additional costs or penalties except for the base monthly rate for additional units as offered in this bid (listed by specific models.) g. All multifunction printers must work well with recycled-content paper (whether making simplex or duplex copies) as with virgin paper. Units must be replaced at the request of the County, and at no cost to the County, if the multifunction printer does not perform to expectations. h. All multifunction printers provided by the Contractor shall meet or exceed the capabilities and features of the existing multifunction printers at the time of the submitted bid proposal. All multifunction printers provided to the County will be new including all equipment and parts. i. All products containing hazardous substances must have a Material Safety Data Sheet sent with each order. j. All departments will be able to place supply orders (with cost included in the monthly rental fee) directly with the Contractor as needed. 4. PAYMENT 2

a. The County shall pay for the multifunction printers and maintenance services as set out in the schedule attached as Exhibit A. b. All prices include Minnesota State Sales Tax. c. The monthly rental fee includes: 1) Delivery costs 2) Training of County employees on use of the multifunction printer costs (assisted onsite with a qualified successful bidder employee) in the originating department within Benton County Offices, and 3) Maintenance of the multifunction printers 4) All supplies (excluding paper and staples). d. Payments to Contractor shall be made based upon invoices submitted. All invoices shall contain a detailed itemized list of goods and services furnished including the detailing expenses on a unit by unit basis including the total cost and the number of copies made by each unit. e. If the actual number of copies is less than the estimated 150,000 black and white copies, or 14,000 color copies, the County shall only pay for those copies actually made in addition to the base rate of each multifunction printer. f. All invoices shall be sent to: Finance Department County of Benton 531 Dewey Street P.O. Box 129 Foley, MN 56329 g. Payment shall be made within thirty (35) days of receipt of the invoice by the County. This contract will be governed by the Prompt Payment Act. 5. RECORD DISCLOSURES/MONITORING PROCEDURES Contractor s bonds, records, documents, papers, accounting procedures and practices, and other evidences relevant to this contract are subject to the examination, duplication, transcription and audit by the County and either the legislative or State Auditor, pursuant to Minn. Stat. 16C.05, subd. 5. Such evidences are also subject to review by the Comptroller General of the United States, or a duly authorized representative, if federal funds are used for any work under this Contract. Contractor agrees to maintain such evidences for a period of six (6) years from the date services or payment were last provided or made or longer if any audit in progress required a longer retention period. This section shall survive termination of this Contract. 6. COMPLIANCE WITH LAWS AND STANDARDS a. The Contractor shall comply with all applicable federal and state statutes and regulations as well as local ordinances now in effect or hereafter adopted. 3

b. Contractor specifically represents that all goods furnished pursuant to this contract shall comply with any and all applicable patent trademark and copyright laws and standards. Contractor further represents that it is fully authorized, franchised, or licensed to sell any goods furnished pursuant to this contract. c. Failure to meet the requirements of sections a and b above may be cause for the County to cancel this contract effective the date of receipt of the Notice of Cancellation, in addition to any other remedies set forth in this contract or otherwise available in law or equity. 7. WARRANTIES a. Contractor warrants and represents that all goods shall conform to the County s specifications contained in the bid materials, and that any nonconforming goods shall be replaced by the Contractor, at its own expense, within 3 days of discovery that the goods are nonconforming. In the event of a dispute as to whether goods conform to specifications, the determination of the County shall be dispositive. 8. EQUAL EMPLOYMENT OPPORTUNITY - CIVIL RIGHTS a. During the performance of this Agreement, the Contractor agrees to the following: No person shall, on the grounds of race, color, religion, age, sex, disability, marital status, public assistance status, creed, or national origin, be excluded from full employment rights in, participation in, be denied the benefits of, or be otherwise subjected to discrimination under any and all applicable federal and state laws against discrimination including but not limited to the Civil Rights Act of 1964. The Contractor will furnish the County, through the Department, all reports required by Executive Order No. 11246 and Revised Order No. 4, and by the rules and regulations and orders of the Secretary of Labor, the Minnesota Department of Human Services for purposes of investigation to ascertain compliance with such rules, regulations and orders. The provisions of Minn. Stat. 181.59, regarding nondiscrimination and violations related there from are incorporated in this paragraph by reference as an obligation of the Contractor. b. If during the term of this contract or any extension thereof, it is discovered that the Contractor is not in compliance with the applicable statutes and regulations or if the Contractor engages in any discriminatory practices, then the County, through the Department, may cancel this contract as provided by the cancellation clause. 9. INDEMNITY AND INSURANCE a. Indemnity The Contractor agrees it will defend, indemnify and hold harmless the County, its elected officials, officers and employees against any and all liability, loss, costs, damages, and expenses, including attorneys fees, which the County, its officers or employees may hereafter sustain, incur or be required to pay arising out of the Contractor's performance or failure to adequately perform its obligations pursuant to this contract. 4

Contractor further specifically agrees to defend, indemnify and save harmless the County, its elected officials, officers and employees against any and all liability, loss, costs, damages and expenses, including attorneys fees, which the County, its officers and employees may hereafter sustain, incur or be required to pay as a result of any goods furnished by the Contractor failing to comply with any and all applicable patent, trademark and copyright laws and standards. Further, if any goods furnished pursuant to this contract shall be determined to be in violation of any applicable patent, trademark or copyright law, the Contractor agrees to replace the goods immediately with non-infringing goods, which in the County's opinion, are substantially similar in nature to those purchased under this contract. This section shall survive termination of this Contract. b. Insurance Contractor further agrees that in order to protect itself as well as the County under the indemnity provisions set forth above, it will at all times during the term of this contract keep in force: (1) Commercial General Liability/Professional Liability: $500,000 per claimant and $1,500,000 per occurrence (2) Automobile Coverage: $500,000 per claimant; $1,500,000 per incident (3) Workers Compensation Insurance Any policy obtained and maintained under this clause shall provide that it shall not be cancelled, materially changed, or not renewed without thirty (30) days' prior notice thereof to the County. Prior to the effective date of this contract, and as a condition precedent to this contract, the Contractor will furnish the County with certificates of bonding and insurance. This section shall survive termination of this Contract. 10. TECHNICAL ASSISTANCE, TIMELINESS a.. If a multifunction printer requires maintenance, Contractor shall respond on-site to any service call made by a County Department within 4 hours of the initial request for service. b. There shall be no fee associated with travel or maintenance provided on any multifunction printer. c. If a multifunction printer is not be able to be repaired in conformance with the standards required by this Contract and the Contract Documents, Contractor shall provide a new multifunction printer to replace the nonconforming multifunction printer. d. All departments will be able to request service(with cost included in the monthly rental fee) directly with the Contractor as needed. The number for service and supplies is (xxx) xxx-xxxx. 11. INDEPENDENT CONTRACTOR 5

It is agreed that nothing herein contained is intended or should be construed in any manner as creating or establishing the relationship of co-partners between the parties hereto or as constituting the Contractor as the agent, representative, or employee of the County for any purpose or in any manner whatsoever. The Contractor is to be and shall remain an independent contractor with respect to all services performed under this Agreement. The Contractor represents that it has, or will secure at its own expense, all personnel required in performing services under this Agreement. Any and all personnel of the Contractor or other persons, while engaged in the performance of any work or services required under this Agreement, shall have no contractual relationship with the County and shall not be considered employees of the County. Any and all claims that may or might arise under the Unemployment Compensation Act or the Workers' Compensation Act of the State of Minnesota on behalf of said personnel arising out of employment or alleged employment including, without limitations, claims of discrimination against the Contractor, its officers, agents, contractors, or employees shall in no way be the responsibility of the County; and the Contractor shall defend, indemnify, and hold the County, its officers, agents, and employees harmless from any and all such claims irrespective of any determination of any pertinent tribunal, agency, board, commission, or court. Such personnel or other persons shall neither require nor be entitled to any compensation, rights, or benefits of any kind whatsoever from the County, including without limitation, tenure rights, medical and hospital care, sickness and vacation leave, Workers' Compensation, Unemployment Insurance, disability, severance pay, and PERA. 12. SUBCONTRACTING AND ASSIGNMENTS Contractor shall not enter into any subcontract for performance of any of the services contemplated under this contract nor assign any interest in the contract without the prior written approval of the County and subject to such conditions and provisions as the County may deem necessary. The Contractor shall be responsible for the performance of all subcontractors. 13. CANCELLATION AND FINALIZATION a. This contract or any portion of this contract may be canceled with or without cause by the County with a thirty (30) day written notice given by the County without any penalties incurred by the County. b. After receipt of the Notice of Cancellation, and except as otherwise provided, the Contractor shall: (1) Discontinue provision of services under this contract on the date and to the extent specified in the Notice of Cancellation; (2) Cancel all orders and subcontracts to the extent that they relate to the performance of services cancelled by the Notice of Cancellation; (3) Complete performance of such services as shall not have been cancelled by the Notice of Cancellation; (4) Maintain all records relating to the performance of the cancelled portion of the contract as may be required by the County; 6

14. DATA PRIVACY All data collected, created, received, maintained or disseminated, or used for any purposes in the course of Contractor s performance of this Agreement is governed by the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13 (the Act ), or any other applicable state statutes and any state rules adopted to implement the Act, as well as state statutes and federal regulations on data privacy. Contractor agrees to abide by these statutes, rules and regulations as they may be amended. This section shall survive termination of this Contract. 15. MINNESOTA LAW TO APPLY The parties agree that Minnesota is both the place of making of this Agreement and the place of performance of this Agreement and shall be governed by and construed in accordance with the laws of the State of Minnesota. All proceedings related to this Agreement shall be venued in Benton County, in the State of Minnesota. 16. MODIFICATIONS 17. WAIVER 18. MERGER Any alterations, variations, modifications, amendments or waivers of the provisions of this Contract shall only be valid when they have been reduced to writing, and signed by authorized representative of the County and Contractor. Any waiver by either party of any provision of this Contract shall not imply a subsequent waiver of that or any other provision. It is understood and agreed that the entire Agreement of the parties is contained here and that this Agreement supersedes all oral agreements and negotiations between the parties relating to this subject matter. All items referred to in this Agreement are incorporated or attached and deemed to be part of the Agreement. Contractor having signed this Agreement, through its as duly authorized representative of the Contractor and the County Board of Commissioners having duly approved this Agreement on the day of, 20, and pursuant to such approval and the proper County officials having signed this Agreement, the parties hereto agree to be bound by the provisions herein set forth. COUNTY OF BENTON (Contractor) BY: Chairman of Its County Board BY: ATTEST: Clerk of the County Board Title 7

Approved as to form and execution: Assistant/County Attorney Date: 8