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HomeMy WebLinkAbout20-0114 Konica MinoltaDocuSign Envelope ID: A41B6A8D-0058-407C-8C48-4DEC60065F54 AGREEMENT THIS AGREEMENT is hereby made and entered into this— /,Y' d,day of January, 2020, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Konica Minolta Business Solutions U.S.A., Inc., a New York corporation, (hereinafter referred to as "KONICA" or "CONTRACTOR"). NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: 1. PURCHASE. KONICA shall provide services to the City on the supported products at the listed sites described in Attachment A, attached hereto and made a part hereof. 2. TERMS. This Agreement shall be subject to the terms and conditions contained herein and as provided in Attachment A, and the KMBS Sourcewell Contract #083116-KON MPS ("Sourcewell Contract'), attached hereto and made a part hereof by reference. 3. CONFLICT. Notwithstanding anything to the contrary provided herein or in any attachment hereto, in the event of any conflict between any of the terms and provisions of this Agreement, Attachment A or the Sourcewell Contract hereto, or any portion thereof, the following order of precedence shall control: (i) the terms and provisions of this Agreement, then (ii) Attachment A, and then (iii) the Sourcewell Contract. 4. LAW/VE.NUE. This Agreement is subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this Agreement shall be the Circuit Court of Kane County, Illinois. KONICA hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this Agreement or the subject matter hereof; and KONICA agrees that service by first class U.S. mail to Konica Minolta Business Solutions U.S.A., Inc., Attn: Legal Department, 100 Williams Drive, Ramsey, NJ 07446 shall constitute effective service. Both parties hereto waive any rights to a jury. 5. NO MODIFICATION. There shall be no modification of this Agreement, except in writing and executed with the same formalities as the original. 6. MERGER. This Agreement embodies the whole agreement of the parties. There are no promises, terms, conditions or obligations other than those contained herein, and this Agreement shall supersede all previous communications, representations or agreements, either verbal, written or implied between the parties hereto. 7. INTEREST. KONICA hereby waives any and all claims or rights to interest on money claimed to be due pursuant to this Agreement including but not limited to any attachment hereto, and waives any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the Local Government Prompt Payment Act (50 ILCS 505/1, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1, et seq.), 1 DocuSign Envelope ID: A41B6A8D-0058-407C-8C48-4DEC60065F54 as amended. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 8. SEVERABILITY. The terms of this Agreement shall be severable. In the event any of the terms or the provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason, the remainder of this Agreement shall remain in full force and effect. 9. COMPLIANCE WITH LAW. Notwithstanding any other provision of this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement, KONICA shall comply with all applicable federal, state, city and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, KONICA hereby certifies, represents and warrants to the City that all of KONICA's employees and/or agents who will be providing products and/or services with respect to this Agreement shall be legally authorized to work in the United States. KONICA shall also, at its expense, secure all permits and licenses, pay all charges and fees, and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this Agreement. The City shall have the right to audit copies of records of KONICA directly pertinent to this Agreement to determine KONICA's compliance with the provisions of this section. In the event the City proceeds with such an audit, KONICA shall make available to the City the said records at no cost to the City. Such audit shall be conducted at KONICA's location(s) where said records are normally maintained. All KONICA's information shall be considered confidential information. Audits may be conducted no more frequently than once per year, upon reasonable written notice to KONICA, during KONICA's normal business hours with minimal business disruption to KONICA. City shall pay any and all costs associated with any such audit. 10. PAYMENT. City shall pay the monthly fee of $1,580 within thirty (30) days of delivery or the date of the invoice, whichever is later. The aforementioned total sum is inclusive of all freight, shipping, applicable taxes and any and all other changes, fees and costs, in each case as detailed in Attachment A. 11. LIMITATION OF DAMAGES. In no event shall either party be liable for any monetary damages in excess of the monthly fee contemplated by this Agreement. In no event shall either party be liable for any consequential, special or punitive damages, or any damages resulting from loss of profit. 12. DELIVERY. Notwithstanding anything to the contrary anywhere in this Agreement or attachments, all transportation and delivery in the continental United States shall be at KONICA's sole expense. Delivery shall be open market in Hawaii and Alaska. 13. INDEMNIFICATION. To the fullest extent permitted by law and except as caused by or resulting from the negligence or willful misconduct of the City, KONICA agrees to and shall indemnify, defend and hold harmless the City, its officers, employees, boards and commissions from and against any and all third party claims, suits, costs, reasonable attorney's fees, or damages to the extent proximately caused, as determined by a court of competent jurisdiction in a final adjudication, by the gross negligent acts or omissions of KONICA in the performance of 2 DocuSign Envelope ID: A4186A8D-0058-407C-8C48-4DEC60065F54 this Agreement. Notwithstanding anything to the contrary anywhere in this Agreement or attachments, in no event shall the City be liable for any of KONICA's attorneys' fees. KONICA's indemnification obligations are expressly conditioned upon the City (i) promptly notifying KONICA of any claim in writing, (ii) cooperating with KONICA in the defense of the claim, and (iii) granting KONICA sole control of the defense and settlement of the claim. Notwithstanding KONICA's obligation to defend City hereunder, City has the right to conduct its own defense at its sole expense, if City chooses to do so. 14. EXECUTION. This Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same Agreement. For the purposes of executing this Agreement, any signed copy of this Agreement transmitted by fax machine or e- mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this Agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this Agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e- mail copy of this Agreement shall be re -executed by the parties in an original form. No party to this Agreement shall raise the use of fax machine or e-mail as a defense to this Agreement and shall forever waive such defense. The person signing this Agreement for a party certifies that s/he has been authorized by such party to commit such party contractually and has been authorized to execute this Agreement on its behalf. IN WITNESS WHEREOF the parties have hereto set their hands the day and year first above written. KONICA MINOLTA BUSINESS SOLUTIONS U.S.A., INC. Terence Dixon Print Name CITY OF ELGIN Richard oz , City Ma ager roocuSIned by: I��'���ppirr��Appt}},��I�nrrdppL N bk, �CC7E31aCeF8648]... a,_'4�� President, Direct operations Title City Clerk F:\Legal Dept\Agreement\Konica Minolta-Sourcew ll Agr 083116-KON-1-2-20.doex DocuSign Envelope ID: A41B6A8D-0058-407C-8C48-4DEC60065F54 ATTACHMENT A z KMBS Site Agreement KONICA MINOLIA h„I Sourcewell Contract #1083116-KON Agreement Between Konica Minolta Business Solutions U.S.A., inc. and: Customer j City of Elgin I Sol dtolD Address j 150 Dexter Court City 1 Elgin ate 1 IL ZIP 160120 Invoice Address City -----..._ City of Elgin Purchasing Department 150 Dexter Court Elgin 9 State IL CustomerEmail denye_d@cityofelgin.org Monthly Printer Pricing Network Color $0.09000 Network Mono $ 0.01 ODO Local Color Local Mono Thermal Scanner I! MICR Printer Specialty_ — ZIP. 160120 10,000 I 22 $ 900.00 68,000 87 $ 680.00 Total Monthly Base Cost Upon Contract Signing $1,580.00 For additional pricing, use separate attachment. For initial device inventory, see Fleet report detail. Agreement Effective Date 1115/20 Term 36 Months P.O. Number (if Required) POExpiration Date Covered Sites — KMBS will piovitic seivil ('. on wiported products at (he listed sites. Address CMO 150 Dexter Court Service/Supply Contact j Nancy Roder City Elgin Submit In Email j roder n@cityofelgm.org State IL ZIP 60120 Subnetout phone (847) 931-5590 Address Finance 150 Dexter Court ery Sice/Supply Contactt Mary Maskel-Szymomk City Elgin IL ZIP 60120 I Subnetln SubnetOut HPhone — State j (847) 931-5625 Addre a Comm Dev 150 Dexter Court Service/supply contact Crystal McGuire City Elgin Sul In Email �mcguire_c@cityofelgin.org State IL ZIP 60120 SubnetOut Phone 1 (847) 931-5939 For larger lists of covered sites, use separate document (Excel, Word, etc.) and attach. 1(ONICn MINULIllnnS'II:hSSSbLUIlONS LLS,A., IRC. 100 WdI;ii � o',u-„t N uLLLf11`.i±2ti 411ou rvww kn Ls lamictn; uri;dia us lonn-Ie7SC l;5iR: nl7 DocuSign Envelope ID. A41 B6ASD-0058-407C-8C48-4DEC60065F54 KMBS Site Agreement KONICA MINOLTA Supported Equipment — Supposed equipment inventory list Is provided in Attachment Schedule A (Consull App generated Aasel listing) m the supported equipment list below. It additional space is required, please complete a KMBS Site Agreement Schedule B , M will pl,",I: _ :, the ploduclshundek slxvhn ed iI)( hodull, Am diul lMIT [.,� '� Network Color HL-LS360CDW 6I P� U64642MBJ240237 Network Color Color LaserJet Fd JPDCFBPDCF Network Color Color LaserJet F© JPDCH7KOOD Network Color Color LaserJet Fd JPDCH7KOOG Network Color , Color LaserJet I II JP411322662 i Network Color '. Color LaserJet FIi JPDCJ5H1X3 Network Color Color LaserJet FU JPDCH5C07C Network Color I Color LaserJet Ib JPBCD2V17T Network Color MFC-9460CDN U62511M1J262713 Network Color ECOSYS P602 as LW35Y05933 Network Color MFCJ6720DW U635721-161`153212 Customer Approval: Customer's signature below acknowledges Customer's consent to 'KMBS MPS Terms and Conditions (dated June 1, 2017)'; in accordance with Sourcewell contract 083116-KON, terms of which are incorporated into this agreement. Customer agrees to provide resources required by KMBS to fulfill the contracted services including physical space, network access and qualified personnel to assist where needed. Coverage listed on this agreement is contingent on acceptance by Konica Minolta Business Solutions U.S.A., Inc. �irL7i3iLs -_ See other units on Attachment B Name Richard G. Kozal Signature Title City Manager - Name Name Signature—il Signature ---� KMBS Employee ID1 Title -------------- -- -- Date Date faahpta L%ease rewewprogramdpwmenUllan fi., Ul dmmisand kmhmmn 2KMBSAand IJ Mgmr gis.wmyfat mtepr CVPOase xflhauaM1rNovmpe Nth, n ere appkoNehap q 0., the rust lxxlre .thsiM, term 3 Tk Zebra pnreedlanase V"..m ra, se.c ,. .n WeWudopapers. WW, eM thermal pore heads KONICAt MINUL1A tfU51NGSS SOLLrIIbN5l1 �.A., IIlC. IUUWJIimns Urve,Ramsey, Nf 07446(2Uq&'S -0oopww+w,l'.nrhs kun¢�nnu.rdiaa lnmr I021,C-08?92011 DocuSign Envelope ID: A41B6A8D-0058-407C-8C48-4DEC60065F54 KMi3S Sourcewell Contract 083116-KON MPS Terms and Conditions (dated June 1, 2017) The following terms and conditions apply to the provision of services by Konica Minolta Business Solutions U.S.A., Inc. (KMBS) to the Customer during the term of this Agreement. Equipment Services 100. Site Environment: Customer shall be responsible to ensure that Equipment is placed in a location that meets manufacturer's requirements (available on the KMBS website) including space, power, network, temperature and humidity. Electrical power must meet voltage, amperage and electrical noise level requirements. KMBS personnel will be granted reasonable and safe access to perform services when required. SOS. color Calibration and Management: Routine and periodic color calibration and management of production color print profiles is not covered by this Agreement. Supplies and Consumables 200. Consumable Supplies: KMBS will provide toner for covered Equipment on an as needed basis. Consumable supplies do not include staples or paper. Wide format equipment may have other coverage options and/or exclusions. The consumable supplies provided are the property of KMBS until they are consumed and are intended to be used exclusively in the covered Equipment. Customer bears the risk of loss of unused supplies in the event of theft, employee misconduct, fire or other mishap. 201. Expected Yield: Pricing under this Agreement is based on published and commercially reasonable expectations of supply and consumables consumption. At its discretion, KMBS may perform an audit of supply/consumables consumption and Equipment usage data to determine consumption levels. In the event the actual consumption levels exceed the levels used to determine contract pricing by more than 20%, KMBS shall have the right to invoice for the excess consumption. 202. Supply Source: Genuine Konica Minolta supplies will be used under this Agreement for Konica Minolta Equipment. For non -Konica Minolta products KMBS will provide fully compatible toner and print cartridges for use in covered Equipment. 203. Auto Supply Delivery: If services are provided as part of a managed services agreement, KMBS requires a designated Customer contact(s) to confirm supply shipments via email and maintain delivery address information via MyKMBS.com or other agreed methodology. Software and Maintenance 300. Licenses: KMBS hereby grants the Customer the non- exclusive, non -transferable right to install, and use the software 301. License Reactivation: Customer is responsible to safeguard software license keys. KMBS may charge a reactivation fee in the event license keys need to be regenerated. 302, Site Environment: Customer shall be responsible to insure that software is installed In an environment that meets manufacturer's requirements Including operation system level, disk space, power, network, temperature and humidity. Page 3 of 4 303. Data Backups and restoration: Customer is responsible to manage server data backups. KMBS recommends adherence to Industry best practices for backup procedures. In the event of a catastrophic data loss, the Customer is expected to restore the environment and data to prior state. 304. Access: Customer shall provide KMBS personnel with access to the servers and/or Equipment where the software is installed. Customer shall arrange and ensure that one of its employees or designated agents are present at all times when KMBS is performing maintenance and support services. 30S. Solutions warranty: KMBS makes no warranty regarding the fitness of software that may or may not have been executed in conjunction with this Agreement for any particular use. If any 3,d party software or services are included at the time of sale, those warranties would be covered under the 3'd party end user license agreement or the master agreement between the 3'd party and KMBS. 306. Solution integration: Solution integration with print output devices covered under this or another agreement may be affected by existing Customer software, configuration changes or other network environment issues. KMBS reserves the right to assess additional charges to resolve complex integration issues, including situations where the solution was initially provided by KMBS. 307. Tenn: Coverage for both level 0 (Software maintenance) and level 1 (Helpdesk support) begin at time of installation of software at Customer's location. Level 1 support is only available when level 0 supports are in effect. Snllwate Maintenance (Level 0) and Helpdesk (Level 1) 400. Software Maintenance (Level 0): If this option is selected, the Customer is entitled support as defined in the 'Patches and Updates' sections. 401. Patches and Updates: Customer is eligible to receive periodic maintenance patches, hot -fixes and updates for licensed software covered under maintenance. Excluded are full version upgrades (i.e. v1.2 to v2.0) and the installation services required to install patches, hot -fixes and updates. 402. Access to patches and updates: Customer will be Provided access to a website operated by KMBS or 3rd party supplier where patches and updates are accessible for download. 403. Start of service: Start of service rules may vary by OEM, software activation is expected within 30 days of purchase or install whichever comes first. 404. Current version: Customer is required to keep software and OS at the latest recommended version levels. Failure to perform recommended updates may result in suspension and/or termination of services under this Agreement. DocuSign Envelope ID: A41B6A8D-0058-407C-8C48-4DEC60065F54 405. Solutions Helpdesk Support (level 1): If this option is selected, expert helpdesk support is available to the Customer to assist with covered software solutions including, PageScope Enterprise, Print Groove, Dispatcher Pro and select Yd party solutions. Included are helpdesk services related to end -user support, baseline workflows, features and administrative functions involved in the operation of the software and workflows. Customer participation is required for remote and/or on -site support. Pi ofessionaI Services, Solutions and Net woi k Soo. Initial Assessment: Customer agrees to provide or assist in gathering network configuration details needed by KMBS to perform contracted services. 502. Basic Network Services (BNS): BNS, where offered, covers common network integration in a MS WindowsTM centric environment with typical network schema and print/scanning requirements. KMBS reserves the right to assess additional fees depending on the extent of the network integration requirements needed. 502. Technical Pilot: When required Customer agrees to participate in a technical pilot where software Installation, configuration, use cases and integration requirements are determined. Customer also agrees to participate in testing of the system(s). 503. Solution Baseline: Solution baseline is defined as the operating level and configurations agreed to by Customer and KMBS upon completion of the technical pilot and testing. 504. Enhancements: Enhancements and professional services beyond the baseline capabilities of the solution are available at an additional charge. 505. Customer Data: KMBS shall not be liable for any claims, damages and cost relating to loss of data or disclosure of data due Page 4 of 4 to acts or omissions of Customer or its employees, end -user errors or release of administrator password. 506. Hard Drive Security: If 'bizhub SECURE' or a comparable option has been ordered, KMBS will -provide advanced security services. These services include real-time, hard -drive encryption (it uses either one-time overwrite or three times overwrite in compliance with U.S. Department of Defense standards) and document data security through disk over -write as well as user mailbox data deletion, HDD encryption, HDD lock and administrative password (according to Customer policy). 508. Professional Services Projects: When requested by the Customer, KMBS can provide professional services associated with the enhancement of the Customer's printing, network connectivity, end of life hard drive disposal, fleet management, user experience, production management, job tracking and document environment. Such projects will be quoted and upon approval, performed and billed at prevailing hourly or per - instance rates. Meter and related 600. Fleet Device Monitoring: If the Customer agrees to allow KMBS to install and maintain server based software to monitor the printing devices on the Customer network, and the monitoring software cannot reliably operate in the Customer's environment for any reason, KMBS reserves the right to suspend or terminate services under this Agreement. Renewal and Maintenance 700. Auto Add of Equipment: Where the use of 'Fleet Device Monitoring' as part of a managed print program has been agreed to, it will be used to detect new devices and add such devices to this Agreement at pre -established price levels. The added device(s) will be covered under the terms of this Agreement. The Customer will be notified via email and may reject the addition of the device(s) by contacting KMBS.