HomeMy WebLinkAbout2019 Resolution No. 049RESOLUTION NO. 49
SERIES OF 2019
A RESOLUTION AW ARD ING A CONTRACT AND LEASE
AGREEMENT FOR SHARP COPIERS UNDER THE TERMS OF THE
STATE OF COLORADO COOPERATIVE PURCHASING AGREEEMNT
WHEREAS, Section 4-1-3-l(C) of the Englewood Municipal Code 2000 a11ows for the
purchase of commodities, supplies and equipment under any general bid or purchase contract of
the United States Government, State of Colorado or other governmental jurisdiction at the prices,
terms and conditions contained therein, when, in the opinion of the City Manager, the prices
available to the City through such agreement are deemed to be the lowest and best price available
to the City;
WHEREAS, in 2013 the City of Englewood entered into a five year lease/purchase
agreement and cost per print agreement with Lewan Technology. The current copiers have
experienced a great deal of use over the last five years, and their useful life is coming to an end
with staff experiencing multiple jams and breakdowns;
WHEREAS, the City's Print Administrator contacted Lewan Technology and All Copy
Products and requested proposals to upgrade the City's copiers which would include security
controls, print management software, and technology support for the printers and copiers;
WHEREAS, although the Print Administrator found that both vendors copiers and printers
were equal in functionality and compatible with the City's document management system, All
Copy Products pricing met or exceeded the pricing under the State of Colorado's cooperative
purchasing agreement;
WHEREAS, the contract and lease agreement is a one year agreement with four one year
renewals for a total cost of $276,690.90, with the first year cost of $68,978.1 O; and
WHEREAS, the funds for the contract and lease agreement would come from the
Information Technologies Capital Improvement budget for 2019, Print Management Program 31-
0701-018 in the amount of $68,978.10.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF ENGLEWOOD, COLORADO, AS FOLLOWS:
Section I. The Englewood City Council hereby authorizes the contract and lease of copiers and
printers from All Copy Products, in lieu of the internal competitive bid process, by using the State
of Colorado Cooperative Purchasing Agreement for a total amount of $276,690.10 over five
years, as set forth in the All Copy Products proposal, attached hereto as Exhibit A.
ADOPTED AND APPROVED this I 0th day of June, 2019.
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ATTEST:
I, Stephanie Carli le , C ity C le rk for t he C ity of E ng lewo od, Colo rado, her b certify th e above
is a true copy of Re so luti o n o. 49, Series of20 19.
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Enr°Flewood
gPROCUREMENT DIVISION
PROFESSIONAL SERVICES AGREEMENT
Contract Number PSA/19•27
All Inclusive Copier and Management Print Services Program$ 68,978.10
This Professional Services Agreement (the "Agreement") Is made as of this __ day of
________ 1 2019, (the "Effective Datej by and between All Copy Products, a Colorado
Corporation ("Consultant"), and The City of Englewood, Colorado, a municipal corporation organized
under the laws of the State of Colorado ("City").
City desires that Consultant, from time to time. provide certain consulting services, systems integration
services, data conversion services, training services, and/or related services as described herein, and
Consultant desires to perform such services on behalf of City on the terms and conditions set forth
herein.
In consideration of the foregoing and the tenns hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
1. Definitions. The terms set forth below shall
be defined as follows:
(a) "Intellectual Property Rights" shall
mean any and all (by whatever name or term
known or designated) tangible and intangible
and now known or hereafter existing (1) rights
associate with works of authorship throughout
the universe, including but not limited to
copyrights, moral rights, and mask•works, (2)
trademark and trade name rights and similar
rights, (3) trade secret rights, (4) patents,
designs, algorithms and other Industrial
property rights, (5) all other Intellectual and
industrial property rights ( of every kind and
nature throughout the universe and however
designated) (including logos, "rental° rights and
rights to remuneration), whether arising by
operation of law, contract, license, or
otherwise, and (6) all registrations, Initial
applications, renewals, extensions,
continuations, divisions or reissues hereof now
or hereafter In force (including any rights in any
of the foregoing).
(b) ''Work Product" shall mean all
patents, patent applications, inventions,
designs, mask works, processes,
methodologies, copyrights and copyrightable
works, trade secrets including confidential
Information, data, designs, manuals, training
materials and documentation, formulas,
knowledge of manufacturing processes,
methods, prices, financial and accounting data,
products and product specifications and all
other Intellectual Property Rights created,
developed or prepared, documented and/or
delivered by. Consultant, pursuant to the
provision of the Services.
2. Statements of Work. During the term
hereof and subject to the terms and conditions
contained herein. Consultant agrees to provide,
on an as requested basis, the consulting
services, systems integration services, data
conversion services, training services, and
related services (the "Services") as further
described in Schedule A (the "Statement of
Work") for City, and In such additional
Statements of Work as may be
1000 Englewood Parkway, Englewood, Colorado 80110-2373
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executed by each of the parties hereto from
time to time pursuant to this Agreement. Each
Statement of Work shall specify the scope of
work, specifications, basis of compensation
and payment schedule, estimated length of
time required to complete each Statement of
Work, including the estimated start/finish
dates, and other relevant information and shall
Incorporate all terms and conditions contained
in this Agreement
3. Performance of Services.
(a) Performance. Consultant shall
perform the Services necessary to complete all
projects outlined in a Statement of Work in a
timely and professional manner consistent with
the specifications, If any, set forth In the
Statement of Work, and in accordance with
industry standards. Consultant agrees to
exercise the highest degree of professionalism,
and to utilize its · expertise and creative talents
in completing the projects outlined in a
Statement of Work.
(b) Delays. Consultant agrees to
notify City promptly of any factor, occurrence,
or event coming to its attention that may affect
Consultant's ability to meet the requirements of
the Agreement, or that is likely to occasion any
material delay in completion of the projects
contemplated by this Agreement or any
Statement of Work. Such notice shall be given
in the event of any loss or reassignment of key
employees. threat of strike, or major equipment
failure. Time is expressly made of the essence
with respect to each and every term and
provision of this Agreement.
(c) Discrepancies. If anything
necessary for the clear understanding of the
Services has been omitted from the
Agreement specifications or it appears that
various instructions are in conflict, Consultant
shall secure written Instructions from City's
project director before proceeding with the
perfonnance of the Services affected by such
omissions or discrepancies.
4. Invoices and Payment. Unless
otherwise provided in a Statement of Work,
City shall pay the amounts agreed to in a
Statement of Work within thirty (30) days
following the acceptance by City of the work
called for in a Statement of Work by City.
Acceptance procedures shall be outlined in the
Statement of Work. If City disputes all or any
portion of an invoice for charges. then City
shall pay the undisputed portion of the invoice
by the due date and shall provide the following
notification with respect to the disputed portion
of the Invoice. City shall notify Consultant as
soon as possible of the specific amount
disputed and shall provide reasonable detail as
to the basis for the dispute. The parties shall
then attempt to resolve the disputed portion of
such r nvolce as soon as possible. Upon
resolution of the disputed portion, City shall pay
to Consultant the resolved amount.
5. Taxes. City is not subject to
taxation. No federal or other taxes (excise,
luxury, transportation, sales. etc.) shall be
included in quoted prices. City shall · not be
obligated to pay or reimburse Consultant for
any taxes attributable to the sale of any
Services which are imposed on or measured
by net or gross Income, capital, net worth,
franchise, privilege, any other taxes, or
assessments, nor any of the foregoing imposed
on or payable by Consultant. Upon written
notification by City and subsequent verification
by Consultant, Consultant shall reimburse or
credit, as applicable, City in a timely manner.
for any and all taxes erroneously paid by City.
City shall provide Consultant with, and
Consultant shall accept in good faith, resale,
direct pay, or other exemption certificates, as
applicable.
6. Out of Pocket Expenses. Consultant
shall be reimbursed only for expenses which
are expressly provided for in a Statement of
Work or which have been approved in advance
In writing by City, provided Consultant has
furnished such documentation for authorized
expenses as City may reasonably request.
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7. Audits. Consultant shall provide such
employees and independent auditors and
inspectors as City may designate with
reasonable access to all sites from which
Services are performed for the purposes of
performing audits or inspections of
Consultant's operations and compliance with
this Agreement. Consultant shall provide such
auditors and inspectors any reasonable
assistance that they may require. Such audits
shall be conducted in such a way so that the
Services or services to any other customer of
Consultant are not impacted adversely.
8. Term and Termination. The term of this
Agreement shall commence on the Effective
Date, as first above written, and shall continue
for one year, unless this Agreement is
tenninated as provided in this Section 8. At the
end of the lnltlal one year period, the parties
may extend this Agreement for four (4)
additional one year periods. Such renewal
shall be accompanied by a new Statement of
Work and an acknowledgement by the parties
the renewal will incorporate all of the original
terms and conditions of this Agreement.
(a) All Copy Products guarantees that
the equipment under contract will perform to
manufacturers' specifications throughout the
entire term of the lease. If the equipment
requires repeated calls for the same problems,
or if the City of Englewood is unhappy with the
service provided by All Copy Products, the
City of Englewood will notify us In writing of its
dissatisfaction. All Copy will then have 90 days
to remedy the problem, up to, and including
permanent replacement of equipment. If you
are not completely satisfied that the problem
has been solved, the city of Englewood can
cancel the rental and service agreement
without any penalty.
(b) No Outstanding Statements of
Work. Either party may terminate this
Agreement by providing the other party with at
least thirty (30) days prior written notice of
termination if there are no outstanding
Statements of Work.
(c) Material Breach, If either party
materially defaults in the performance of any
term of a Statement of Work or this Agreement
with respect to a specific Statement of Work
(other than by nonpayment) and does not
substantially cure such default within thirty (39)
days after receiving written notice of such
default, then the non-defaulting party may
terminate this Agreement or any or all
outstanding Statements of Work by providing
ten (10) days prior written notice of termination
to the defaulting party.
(d) Bankruptcy or Insolvency. Either
party may terminate this Agreement effective
upon written notice stating its intention to
terminate in the event the other party: (1)
makes .a general assignment of all or
substantially all of its assets for the benefit of
its creditors; (2) applies for, consents to, or
acquiesces In the appoln1ment of a receiver,
trustee, custodian, or liquidator for its business
or all or substantially all of its assets; (3) files,
or consents to or acquiesces in, a petition
seeking relief or reorganization under any
bankruptcy or insolvency laws; or (4) files a
petition seeking relief or reorganization under
any bankruptcy or insolvency laws is filed
against that other party and is not dismissed
within sixty (60) days after it was filed.
(e) TABOR. The parties understand
and acknowledge 1hat each party Is subject to
Article X, § 20 of the Colorado Constitution
("TABORn). The parties do not intend to violate
the terms and requirements of TABOR by the
execution of this Agreement. It is understood
and agreed that this Agreement does not
create a multi-fiscal year direct or indirect debt
or obligation within the meaning of TABOR
and, notwithstanding anything in this
Agreement to the contrary, all payment
obligations of City are expressly dependent
and conditioned upon the continuing
availability of funds beyond the term of City's
current fiscal period ending upon the next
succeeding December 31. Financial
obligations of City payable after the current
fiscal year are contingent upon funds for that
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purpose being appropriated, budgeted, and
otherwise made available in accordance with
the rules, regulations, and resolutions of City
and applicable law. Upon the failure to
appropriate such funds, this Agreement shall
be deemed terminated.
(f) Return of Property, , Upon
termination of this Agreement. 'both parties
agree to return to the other all property
(including any Confidential Information, as
defined in Section 11} of the other party that it
may have in Its possession or control.
performed on or with City's computers or City's
existing software, all materials used in
providing the Services shall be provided by
Consultant.
11. Confidential Information.
(a) Obligations. Each party hereto
may receive from the other party information
which relates to the other party's business,
research, development, trade secrets or
business affairs ("Confidential Information").
Subject to the provisions and exceptions set
forth in the Colorado Open Records Act, CRS
Section 24-72-201 et. seq., each party shall
protect all Confidential Information of the other
party with the same degree of care as It uses to
avoid unauthorized use, disclosure, publlcatlon
or dissemination of its own confidential
information of a similar nature, but in no event
less than a reasonable degree of care. Without
limiting the generality of the foregoing, each
party hereto agrees not to disclose or permit
any other person or entity access to the other
party's Confidential Information except such
disclosure or access shall be permitted to an
employee, agent, representative or
independent consultant of such party requiring
access to the same In order to perform his or
her employment or services. Each party shall
9. City Obligatlons. City will provide timely
access to City personnel, systems and
information required for Consultant to perform
its obllgatlons hereunder. City shall provide to
Consultant's employees performlng Its
obligations hereunder at City's premises,
without charge, a reasonable work environment
in compliance with all applicable laws and
regulations, including office space, furniture,
telephone service, and reproduction, computer,
facsimile, secretarial and other necessary
equipment, supplies, and services. With
respect to all third party hardware or sottware
operated by or on behaH of City, City shall, at
no expense to Consultant, obtain all consents,
licenses and subllcenses necessary for
Consultant to perform under the Statements of
Work and shall pay any fees or other costs
associated with obtaining such consents,
licenses and sublicenses.
insure that their employees, agents, .
1 O. Staff. Consultant is an independent
consultant and neither Consultant nor
.Consultant's staff Is, or shall be deemed to be
employed by City. City is hereby contracting
with Consultant for the Services described in a
Statement of Work and Consultant reserves the
right to determine the method, .manner and
means by which the Services will be
performed. The Services shall be performed by
Consultant or Consultant's staff, and City shall
not be required to hire, supervise or pay any
assistants to help Consultant perform the
Services under this Agreement. Except to the
extent that Consultant's work must be
representatives, and Independent consultants
are advised of the confidential nature of the
Confidential Information and are precluded from
taking any action prohibited under this Section
11. Further, each party agrees not to alter or
remove any identification, copyright or other
proprietary rights notice which indicates the
ownership of any part of such Confidential
Information by the other party. A party hereto
shall undertake to immediately notify the other
party in writing of all circumstances surrounding
any possession, use or knowledge of
Confidential Information at any location or by
any person or entity other than those
authorized by this Agreement.
Notwithstanding the foregoing, nothing in this
Agreement shall restrict either party with
1000 Engiewoca Parkway, Englewood, Colorado &0110-2373
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respect to information or data identical · or
similar to that contained in the Confidential
Information of the other party but which (1) that
party rightfully possessed before it received
such information from the other as evidenced
by written documentation; (2) subsequently
becomes publicly available through no fault of
that party; (3) is subsequently furnished
rightfully to that party by a third party without
restrictions on use or disclosure; or (4) Is
required to be disclosed by law, provided that
the disclosing party will exercise reasonable
efforts to notify the other party prior to
disclosure.
(b) Know-How. For the avoidance of
doubt neither City nor Consultant shall be
prevented from making use of know-how and
principles learned or experience gained of a
non-proprietary and non-confidential nature.
(c) Remedies. Each of the parties
hereto agree that if, their officers, employees or
anyone obtaining access to the Confidential
Information of the other party by, through or
under them, breaches any provision of this
Section 11, the non-breaching party shall be
entitled to an accounting and repayment of all
profits, compensation, commissions,
remunerations and benefits which the
breaching party, its officers or employees
directly or Indirectly realize or may realize as a
Jesuit of or growing out of, or in connection with
any such breach. In addition to. and not in
limitation of the foregoing, in the event of any
breach of this Section 11, the parties agree that
the non-breaching party will suffer Irreparable
harm and that the total amount of monetary
damages for any such injury to the non-
breaching party arising from a vlolatlon of this
Section 11 would be impossible to calculate
and would therefore be an inadequate remedy
at law. Accordingly, the parties agree that the
non-breaching party shall be entitled to
temporary and permanent Injunctive relief
against the breaching party, its officers or
employees and such other rights and ~emedies
to which the non-breaching party may be
entitled to at law, in equity or under this
Agreement for any vlolation of this Section 11.
The provisions of this Section 11 shall survive
the expiration or termination of this Agreement
for any reason. ·
12. Project Managers. Each party shall
designate one of its employees to be its Project
Manager under each Statement of Work, who
shall act for that party on all matters under the
Statement of Work. Each party shall notify the
other in writing of any replacement of a Project
Manager. The Project Managers for each
Statement of Work shall meet as often as either
one requests to review the status of the
Statement of Work.
13. Warranties.
(a) Authority. Consultant represents and
warrants that: (1) Consultant has the full
corporate right, power and authority to enter
into this Agreement and to perform the acts
required of it hereunder; (2) the execution of
this Agreement by Consultant, and the
performance by Consultant of its obligations
and duties hereunder, do not and will not
violate any agreement to which Consultant is a
party or by which it is otherwise bound under
any applicable law, rule or regulation; (3) when
executed and delivered by Consultant, this
Agreement will constitute the legal, valid and
binding obligation of such party, enforceable
against such party in accordance with its terms;
and (4) Consultant acknowledges that City
makes no representations, warranties or
agreements related to the subject matter hereof
that are not expressly provided for in this
Agreement
(b) Service Warranty. Consultant
warrants that its employees and consultants
shall have sufficient skill, knowledge, and
training to perform Services and that the
Services shall be performed in a professional
and workmanlike manner.
(c) Personnel. Unless a specific
number of employees is set forth in the
Statement of Work, Consultant warrants it will
1000 Englewood Parkway, Englewood, Colorado 80110-2373
(303) 762·2300 www.englewoodco :gov
provide sufficient employees to complete the
Services ordered within the applicable time
frames established pursuant to this Agreement
or as set forth In the Statement of Work.
During the course of performance of Services,
City may. for any or no reason, request
replacement of an employee or a proposed
employee. In such event, Consultant shall,
within five (5) working days of receipt of such
request from City, provide a substitute
employee of sufficient skill, knowledge, and
training to perform the applicable Services.
Consultant shall require employees providing
Services at a City location to comply with
applicable City security and safety regulations
and policies.
{d) Compensation and Benefits.
Consultant shall provide for and pay the
compensation of employees and shall pay all
taxes, contributions, and benefits (such as, but
not limited to, workers' compensation benefits)
which an employer is required to pay relating to
the employment of employees. City shall not be
liable to Consultant or to any employee for
Consultant's failure to perform its
compensation, benefit, or tax obligations.
Consultant shall indemnify, defend and hold
City harmless f rem and against all such taxes,
contributions and benefits and will comply with
all associated governmental regulations,
including the filing of all necessary reports and
returns.
14. Indemnification.
{a) Consultant Indemnification.
Consultant shall indemnify, defend and hold
harmless City, its directors, officers,
employees, and ~gents and the heirs,
executors, successors, and permitted assigns
of any of the foregoing (the "City lndemnitees")
from and against all losses, claims, obligations.
demands, assessments, fines and penalties
(whether civil or criminal), liabilities, expenses
and costs (including reasonable fees and
disbursements of legal counsel and
accountants), bodily and other personal
injuries, damage to tangible property, and
other damages, of any kind or nature, suffered
or incurred by a City lndemnitee directly or
indirectly arising from or related to: (1) any
negligent or intentional act or omission by
Consultant or its representatives in the
performance of Consultant's obligations under
this Agreement, or (2) any material breach in a
representation, warranty, covenant or
obligation of Consultant contained in this
Agreement.
(b) Infringement. Consultant will
indemnify, defend, and hold City harmless from
all lndemnifiable Losses arising from any third
party claims that any Work Product or
methodology supplied by Consultant infringes
or misappropriates any Intellectual Property
rights of any third party; provided, however,
that the foregoing indemnification obligation
shall not apply to any alleged infringement or
misappropriation based on: (1) use of the Work
Product in combination with products or
services not provided by Consultant to the
extent that such infringement or
misappropriation would have been · avoided if
such other products or services had not been
used; (2) any modification or enhancement to
the Work Product made by City or anyone other
than Consultant or its sub-consultants; or (3)
use of the Work Product other than as permitted
under this Agreement.
(c) Indemnification Procedures.
Notwith-standing anything else contained in
this Agreement, no obligation to indemnify
which is set forth in this Section 14 shall apply
unless the party claiming indemnification
notifies the other party as soon as practicable
to avoid any prejudice in the claim, suit or
proceeding of any matters in respect of which
the indemnity may apply and at which the
notifying party has knowledge and gives the
other party the opportunity to control the
response thereto and the defense. thereof:
provided, however, that the party claiming
indemnification shall have the right to
participate In any legal proceedings to contest
and defend a claim for indemnification Involving
a third party and to be represented by
1000 Englewood Parkway, Englewood, Colorado Bot 1u-2373
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Its own attorneys. all at such party's cost and
expense; provided further, however, that no
settlement or compromise of an asserted third-
party claim other than the payment/money may
be made without the prior written consent of the
party claiming indemnification.
(d) Immunity. City, Its officers, and its
employees, are relying on, and do not waive or
intend to waive by any provision of this
Agreement. the monetary limitations or any
other rights, immunities, and protections
provided by the Colorado Governmental
Immunity Act, C.R.S. 24-10-101 et seq., as
from time to time amended, or otherwise
available to City, Its officers, or its employees.
15. Insurance.
(a) Requirements. Consultant agrees
to keep in full force and effect and maintain at
Its sole cost and expense the fqllowing policies
of insurance during the term of this Agreement:
(1) The Consultant shall comply
with the Workers• Compensation Act of
Colorado and shall provide compensation
insurance to protect the City from and against
any and all Workers' Compensation claims
arising from performance of the work under
this contract. Workers' Compensation
Insurance must cover obligations Imposed by
applicable laws for any employee engaged in
the performance of work under this contract,
as well as the Employers' Liability within the
minimum statutory limits.
(2) Commercial General Liability
Insurance and auto liability insurance
(Including contractual liability Insurance)
providing coverage for bodily injury and
property damage with a combined single limit
of not less than three million dollars
($3,000,000) per occurrence.
(3) Professional Liability/Errors and
Omissions Insurance covering acts, errors and
omissions arising out of Consultant's
operations or Services in an amount not less
than one million dollars ($1,000,000) per
occurrence.
(4) Employee Dishonesty and
Computer Fraud Insurance covering losses
arising out of or in connection with any
fraudulent or dishonest acts committed by
Consultant personnel, acting alone or with
others, in an amount not lel?B than one million
dollars ($1,000,000) per occurrence.
(b) Approved Companies. All such
Insurance shall be procured with such
insurance companies of good standing,
permitted to do business In the country, state or
territory where the Services are being
performed.
(c) Certificates. Consultant shall
provide City with certificates of insurance
evidencing compliance with this Section 15
(Including evidence of renewal of insurance)
signed by authorized representatives of the
respective carrlers for each year that this
Agreement is in effect. Certificates of insurance
will ll~t the City of Englewood as an additional
insured. Each certificate of insurance shall
provide that the issuing company shall not
cancel, reduce, or otherwise materially change
the insurance afforded under the above pollcles
unless thirty (30) days' notice of such
cancellation, reduction or material change has
been provided to City.
16. Rights in Work Product
(a) Generally. Except as specifically
agreed to the contrary in any Statement of
Work, all Intellectual Property Rights in and to
the Work Product produced or provided by
Consultant under any Statement of Work shall
remain the property of Consultant. With respect
to the Work Product, Consultant unconditionally
and irrevocably grants to City during the term of
such Intellectual Property Rights, a non-
exclusive, irrevocable, perpetual, worldwide,
fully paid and royalty-free license, to reproduce,
create derivative works of, distribute, publicly
perform and publlcly display
1000 Englewood Parkway, Englewood, Colorado 80110-2373
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by all means now known or later developed,
such Intellectual property Rights.
(b) Know-How. Notwithstanding
anything to the contrary herein, each party and
its respective personnel and consultants shall
be free to use and employ its and their general
skills, know-how, and expertise, and to use,
disclose, and employ any generalized ideas,
concepts, know-how, methods, techniques, or
skills gained or learned during the course of
any assignment, so long as it or they acquire
and apply such Information without disclosure
of any Confidential Information of the other
party.
17. Relationship of Parties. Consultant is
acting only as an independent consultant and
does not undertake, by this Agreement, any
Statement of Work or otherwise, to perform any
obligation of City, whether regulatory or
contractual, or to assume any responsibility for
City's business or operations. Neither party
shall act or represent itself, directly or by
implication, as an agent of the other, except as
expressly authorized in a Statement of Work.
18. Complete Agreement. This Agreement
contains the entire agreement, includlng all
Exhibits, Statements of Work and other
Attachments that have been executed by the
parties, and are attached hereto and made a
part of this Agreement.
19. Applicable Law. Consultant shall
comply with all applicable laws in performing
Services but shall be held harmless for
violation of any governmental procurement
regulation to which it may be subject but to
which reference is not made in the applicable
Statement of Work. This Agreement shall be
construed in accordance with the laws •Of the
State of Colorado. Any action or proceeding
brought to interpret or enforce the provisions of
this Agreement shall be brought before the
state or federal court situated in Arapahoe
County, Colorado and each party· hereto
consents to jurisdiction and venue before such
courts.
(a) Attorney Fees. In the event
that either party to this Agreement shall
commence any action against the other party
arising out of or in connection with this
Agreement, or contesting the validity of the
Agreement or any provision of this Agreement,
the prevailing party shall be entiUed to recover
from the other party reasonable attorney's fees
and related costs, fees and expenses incurred
by the prevailing party in connection with such
action or proceeding.
20. Scope of Agreement. If the scope of
any provisions of this Agreement is too broad in
any respect whatsoever to permit enforcement
to its fullest extent, then such provision shall be
enforced to the maximum extent permitted by
law, and the parties hereto consent to and
agree that such scope may be judicially
modified accordingly and that the whole of such
provision of this Agreement shall not thereby
fail, but that the scope of such provision shall
be curtailed only to the extent necessary to
conform to law.
21. Additional Work. After receipt of a
Statement of Work, City, with Consultant's
consent, may request Consultant to undertake
additional work with respect to such Statement
of Work. In such event, City and Consultant
shall execute an addendum to the Statement of
Work specifying such additional work and the
compensation to be paid to Consultant for such
additional work.
22. Sub-consultants. Consultant may not
subcontract any of the Services to be provided
hereunder without the prior written consent of
City. In the event of any permitted
subcontracting, the agreement with such third
party shall provide that, with respect to the
subcontracted work, such sub-consultant shall
. be subject to all of the obligations of Consultant
specified In this Agreement.
23. Notices. Any notice provided pursuant
to this Agreement shall be In writing to the
parties at the addresses set forth below and
shall be deemed given (1) if by hand delivery,
1000 Englewood Parkway, Englewood, Colorado 80110-2373
(303) 762-2300 www.englewoodco.gov
8
upon receipt thereof, (2) three (3) days after
deposit in the United States mails, postage
prepaid, certified mail, return receipt requested
or (3) one (1) day after deposit with a
nationally-recognized overnight courier,
specifying overnight priority delivery. Either
party may change its address for purposes of
this Agreement at any time by giving written
notice of such change to the other party
hereto.
24. Assignment. This Agreement may not
be assigned by Consultant without the prior
written consent of City. Except for the
prohibition of an assignment contained in the
preceding sentence, this Agreement shall be
binding upon and inure to the benefit of the
heirs, successors and assigns of the parties
hereto.
25. Third Party Beneficiaries. This
Agreement is entered into solely for the benefit
of the parties hereto and shall not confer any
rights upon any person or entity not a party to
this Agreement.
26. Headings. The section headings in this
Agreement are solely for convenlenct3 and shall
not be considered In Its Interpretation. The
recitals set forth on the first page of this
Agreement are Incorporated into the body of
this Agreement. The exhibits referred to
throughout this Agreement and any
Statement of Work prepared In conformance
with this Agreement are incorporated'into this
Agreement.
27. Waiver. The failure of either party at any
time to require performance by the other party
of any provision of this Agreement shall not
effect in any way the full right to require such
performance at any subsequent time; nor shall
the waiver by either party of a breach of any
provision of this Agreement ·be taken or held to
be a waiver of the provision itself.
28. Force MaJeure. If performance by
Consultant of any service or obligation under
this Agreement is prevented, restricted,
delayed or interfered with by reason of labor
disputes, strikes, acts of God, floods, lightning,
.severe weather, shortages of materials,
rationing, utility or communications failures,
earthquakes, war, revolution, civil commotion,
.acts. of public enemies, blockade, embargo or
any law, order, proclamation, regulation,
ordinance, demand· or requirement having legal
effect of any governmental or judicial authority
or representative of any such government, or
any other act whether similar or dissimilar to
those referred to in this clause, which are
beyond the reasonable control of Consultant,
then Consultant shall be excused from such
performance to the extent of such prevention,
restriction, delay or interference. If the period of
such delay exceeds thirty (30) days, City may,
without liability, terminate the affected
Statement of Work(s) upon written notice to
Consultant.
29. Time of Performance. Time Is
expressly made of the essence with respect to
each and every term and provision of this
Agreement.
30. Permits. Consultant shall at its own
expense secure any and all licenses, permits or
certificates that may be required by any federal,
state or local statute, ordinance or regulation
for the performance of the Services under the
Agreement. Consultant shall also comply with
the provisions of all Applicable Laws in
performing the Services under the Agreement.
At its own expense and at no cost to City,
Consultant shall make any change, alteration
or modification that may be necessary to
comply with any Applicable Laws that
Consultant failed to comply with at the time of
performance of the Services.
31. Media Releases. Except for any
announcement intended solely for internal
distribution by Consultant or any disclosure
required by legal, accounting, or regulatory
requirements beyond the reasonable control of
Consultant, all media releases, public
announcements, or public disclosures
(including, but not limited to, promotional or
i ooo Englewood Parkway, Englewood, Colorado 80110-2373
(303) 762-2300 www.englewoodco.gov
9
marketing material) by Consultant or its
employees or agents relating to this Agreement
or its subject matter, or including the name, -
trade mark, or symbol of City, shall be
coordinated with and approved in writing by
City prior to the release thereof. Consultant
shall not represent directly or indirectly that any
Services provided by Consultant to City has
been approved or endorsed by City or include
the name, trade mark, or symbol of City on a
list of Consultant's customers without Cilys
express written consent.
32. Nonexclusive Market and Purchase
Rights. It is expressly understood and agreed
that this Agreement does not grant to
Consultant an exclusive right to provide to City
any or all of the Services and shall not prevent
City from acquiring from other suppliers
services similar to the Services. Consultant
agrees that acquisitions by City pursuant to
this Agreement shall neither restrict the right of
City to cease acquiring nor require City to
continue any level of such acquisitions.
Estimates or forecasts furnished by City to
Consultant prior to or during the term of this
Agreement shall not constitute commitments .
33. Survival. The provisions of Sections 5,
8(g), 10, 11, 13, 14, 16, 17, 19,23,25and31
shall survive any expiration or termination for
any reason of this Agreement.
34. Verification of Compliance with C.R.S.
8-17.5-101 ET.SEQ. Regarding Hiring of
Illegal Allens:
(a) Employees, Consultants and
Sub-consultants: Consultant shall not
knowingly employ or contract with an illegal
alien to perform work under this Contract
Consultant .shall not contract with a sub-
consultant that fails to certify to the Consultant
that the sub-consultant will not knowingly
employ or contract with an illegal alien to
perform work under this Contract. [CRS S.17.5·
102(2){a)(I) & (II).]
(b) Verification: Consultant will
participate in either the E-Verify program or the
Department program, as defined in C.R.S. 8-
17.5-101 (3.3) and 8-17.5-101 (3.7),
respectively, In order to confirm the
employment eligibility of all employees who are
newly hired for employment to perform work
under this public contract for services.
Consultant is prohibited from using the E-Verify
program or the Department program
procedures to undertake pre-employment
screening of job applicants while this contract is
being performed.
(c) Duty to Terminate a
Subcontract: If Consultant obtains actual
knowledge that a sub-consultant performing
work under this Contract knowingly employs
or contracts with an Illegal alien, the
Consultant shall;
(1) notify the sub-consultant and
the City within three days that the
Consultant has actual knowledge that
the sub-consultant is employing or
contracting with an illegal alien; and
(2) terminate the subcontract
with the sub-consultant if, within three
days of receiving notice required
pursuant to this paragraph the sub-
consultant does not stop employing or
contracting with the illegal alien; except
that the Consultant shall not terminate
the contract With the sub-consultant if
during such three days the sub-
consultant provides information to
establish that the sub-consultant has not
knowingly employed or contracted with
· an illegal alien .
(d) Duty to Comply with State
Investigation: Consultant shall comply with
any reasonable request of the Colorado
Department of Lal;>or and Employment made in
the course of an investigation by that the
Department is undertaking pursuant to C.R.S.
8-17.5-102 (5)
1000 Englewood Parkway, Englewood, Colorado 80110-2373
(303) 762-2300 www.englewoodco.gov
I 0
(e)Damages for Breach of Contract:
The City may terminate this contract for
a breach of contract, In whole or In part,
due to Consultant's breach of any
section of this paragraph or provisions
required pursuant to CRS 8-17.5-102.
Consultant shall be liable for actual and
consequential damages to the City in
addition to any other legal or equitable
remedy the City may be entitled to for a
breach of this Contract under this
Paragraph 34.
35. Rental of Equipment. City and
Consultant will enter into a separate
agreement {"Rental Agreemenr) for City's
rental of any equipment (the "Equipmenr) f rem
Consultant, and the rental of such Equipment
will be govemed solely by the terms and
conditions of the Rental Agreement. In the
event of a conflict between the terms of the
Rental Agreement and the PSA, the PSA
Would control.
1000 Englewood Parkway, Englewood, Colorado 80110·2373
(303) 762-2300 www,englewoodco.gov
II
N WITNESS WHEREOF, the parties to this Agreement have caused it to be executed by their
authorized officers as of the day and year first above written. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which together shall constitute one
and the same Instrument.
CITY OF ENGLEWOOD, COLORADO
By: ______________ Date:
(Department Director)
By: ______________ Date:
(City manager)
By: _____________ Date:
ATTEST:
(Mayor)
------------City Clerk
AddtU§§
~\1€r co S:,21(p :;;~
(Signature)
K SM.~ (Print Namoj\s':...ev .... •_~ ______ _
Title: ~les .Mall\.4g~'
Date: S/-i, --z,/ lq
1000 Englewood Parkway, Englewood, Colorado 80110-2373
(303) 762-2300 www.englewoodco.gov
12
SCHEDULE A
OUTLINE OF STATEMENT OF WORK
1. GENERAL
All Copy Products
4141 Colorado Blvd.
Denver, CO 80216
Phone: 303-295-0741
alabayen@allcopyproducts.com
2. NAMES, PHONE NUMBERS ANO EMAILS OF PROJECT COORDINATORS
Aileen Labayen, Business Solutions Consultant, alabayen@allcopyproducts.com
Kevin Smith, Sales Manager, ksmith@allcopyproducts.com
Margaret Brocklander, Director IT, mbrocklander@englewoodco.gov
3. SUMMARY OF PURPOSE FOR STATEMENT OF WORK
The purpose of the project is to
Decrease the Total Cost of Ownership (TCO) of devices
Increase and optimize the efficiency of device use
Proviqing a secure platform for printing sensitive documents
Increase green initiatives and provide an eco-friendly print environment
Vendor to provide an All-Inclusive Copier and Managed Print Services Program nt specified Cily
locations. The Program will include all maintenance services including toner, maintenance kits,
pans (fuser units, rollers. etc.) and labor. The City will provide paper and staples.
4. EQUIPMENT AND PROGRAMMING TO BE PROVIDED BY CITY (IF ANY)]
None
5. OTHER CONSULTANT RESOURCES
None
6. DESCRIPTION OF WORK PRODUCT AND DELIVERABLES
Vendor to provide and install fifteen (15) Sharp MX3571 at specified city locations.
Vendor to provide and install seven (7} Sharp MX6071 at specified city locations.
Vendor to provide eight (8) HP MFP MSn dn printers at specified city locations.
Vendor to provide Managed Print Services, up to 45 printers at specified city locations.
Vendor will remove and dispose of twenty-eight (28) decommissioned copiers at
specified city locations.
The vendor will remove all hard disks from decommissioned copiers and return them to
the City of Englewood IT Department or provide the City of Englewood IT Department a
Certificate of Destruction.
Vendor will provide unlimited copier training for city staff throughout the life of the
agreement.
7. SPECIAL TERMS, IF ANY
Vendor must provide a Service Level Agreement that defines the level of service with a
clear escalation policy. The agreement must include complete contact information on
each level and each level clearly defined. Notification must be provided to the City
anytime there is a change In personnel in the escalation chain .
Vendor must accept return of equipment and replace with comparable new equipment
without penalty or change in pricing if:
1) 3 or more repeated attempts to repair the equipment have been made for the
same problem in a 30-day period;
2) multiple problems occur amounting to five or more service calls in three
months or less;
3) a malfunction persists more than 30 business days:
4) the equipment Is out of service for mere than 5 business days
All copiers and printers will be new and delivered to the customer's site. Vendor is
responsible for taking all packing materials with them for proper, environmentally friendly
disposal.
The City requires prompt delivery in a coordinated manner. The Vendor shall provide a
delivery seivice that will schedule delivery and pick-ups at specified locations. The city
cannot accommodate deliveries or pick-ups without advanced notice. There will not be
an additional charge for delivery of new equipment or pick up cf equipment that is being
upgraded, downgraded or replaced for any reason.
8. MODE OF PAYMENT
Vendor will Invoice the city on monthly basis. The City will issue a check.
9. PAYMENT SCHEDULE
The monthly Invoice will include copier rental costs, managed print services costs and
the base copy costs.
10. SCHEDULE AND PERFORMANCE MILESTONES
Vendor will meet with city staff on a quarterly basis to review product and service
satisfaction.
11. ACCEPTANCE AND TESTING PROCEDURES
Vendor must perform set up and installation of equipment at customer site. During
installation equipment will be tested and must be in excellent working order before the
Vendor leaves. No equipment will be left on the premises if it Is not working or damaged
and no billing for the equipment will commence until the equipment is installed In
excellent working condition. ·
12. LOCATION OF WORK FACILITIES
Copier and printer maintenance services will take place in all city locations.
N WITNESS WHEREOF, pursuant and in accordance with the Professional Services
Agreement between the parties hereto dated _____ ___. 2019, the parties have
executed this Statement of Work as of this ___ day of ______ _, 2019.
CITY OF ENGLEWOOD, COLORADO
By: ___________ _
(Signature)
(Print Name)
Title: ____________ _
Date: ____________ _
(Print Name)
Title: Si( es f'\a.'4..a.9~1t"
Date: 5/z.z/ I q) r ..
COPIERS
ATTACHMENT B
CONTRACTORS PROPOSAL
60 Month AL(COPY PRODUCTS
,Year2 Year3 Year4 '.Years !Year 1 .
·copie;Tra_d_e--1-n-C-re_d_it-: ---,-$4,558.00 ~$0.00 ,$0.00 ,$0.00 ~ ·so.oo
60-Month R~ntal Copiers: ______ l.$28,258.2~$28,258.20 '.$28,258.20 , $28,258.20 -+-$28,258.20 -__
Copier B/W & Color Base Rate: [$14,826.00 1$14,826.00 $14,826.00 ,$14,82_6.00 ___ 1$1_4,826_.oo ___ _
°CopierB/WCPP·; ·---.. ·•· ]so.oo---,so:oo ----·-so.oo $0.00 ·so.oo _,
8>PierColorC~ ___ 1$0~ $0.00___ '$0,00 $~00 !$0.00
'CopierExcess B/WExcessCPP: $714.00 1$714.00 ,$714.00 _ ,$714.00 _;$714.00 __
• Copier ~eSJ Co_lor Exces~ CPP: $1!260.00 ~ ~ ;si260.00_ JS1,26C>:_OO--:Sl,260.00 . jSl,260.00 ::~:·._::.=~=-~---1=---r-~ ---loo -r~~-:
I Printer B/W Base Rate: $6,840.00 ~,840.00 '$6AW0.OO $6,840.00 '.;~,840.~ __ _
'~rint~B/~ .fPP: __ _ __ _ .$0.00 _ ,$0.00 _j$0.00 ·sp.~ _ . ___ $0.00 __
PrinterColorCPP: ~-00 $0~00 __j0.00 $0.00 .$0.00
: P~in~r Ex~/W Excess CPP: ____ )~3.!).00 1$30.00 , ~~.00 $30.00 $30:::c'=-cooc........~-=--I
,Printer Excess Color Excess CPP: $0.00 !so:oo
1
$.Q.OO :so.OO _r.00
l----~---~
OTHER '
1000 Paper Cut Licenses: $10,619.70 1so.oo ~ :So:00 $0.00.. lso.oo ---
~P!'-~~.t Annual Maintenance: $4,649.00
1
$0.00 $0.00 $0.00 ;so.OO
'HPMFPM577dnw/fax: $0.00 '$0.00 ·so.OO $0.00 . :S0.00
.Printer Prox Reader Hardware (eac.$6,339.20 lso -1
$Q ___ $0 $0
~----=.1t~~10 "'!ss£92e-.20----'_·$51,928.20 --_)s~~~~~ _·$51,928._20 __
Monthly Rental Payment: $4, 160.35/month
(Includes Copier base of 83,0008/W and 27,000 Color and Printer base of 7,0008/W and 5,000
Color. Overage rates are as follows: Copier excess 8/W CPP at .0035 and Color at .035. Printer
excess BN.J at .01 and Color at .09)
~ RENTAL AGREEMENT
AGREEMENT NC.:
CUSTOMER 1--vou" OR· YOUR")
FULL LEOAL NAME• City gf Ena1owood ,w\ii%'ia--,J~,,~;,rJJl&u'ffl p:r Ecyiewood, co 80110
f!PE, MAK!_._ MODa NUMBER. SERIAL NUMBeR. AND INCLUDEQ ACCESSORIES SEE ATTACHED SCH£0ULE
EQUiPMEN I LUCA HON. Aa SWid AdGYi •=•i~ffl~i-•$•,•,.•,•,,•
4
•"•------~M~O~NTHL~.~~y:"":p~.A:"":YMENT":"::~~~~.~0~U~NT":~~.•. 'IP.IIP"'.11'.ijl!l'llol".,11'115,----r~PLUS~~TAX).
ThaMcriif;~Anoiifseiblldxlwmislsls of!M ll'IDITII payllbe 10115 IID1tl/ ll,ISllan1 ta hi ll!!ms ol 1111s ,t,greenetl~f0wlJll7,'!dilii )OU, otinancilg tariou, 118 equilnen1~ sat.lere
lis1lldalxMl(h3'~Pa)ment'),andl!teenWll~tlusinanttl!'/pu!Sll3111olh81'10e.si:mlSer'i12!1/9ee111!111{ijie'SeM:es ~l:lrmaim!na:m,!Z!Vm,~.~'Mtlress,ectbh
E:q.iJlnerll For)QltCDl\9lea. VIII may im«e)'OU brh £jpprenl Paymeillsnd theSeMces Pa)fflelllcri In! IIMlt:e. lrh, ;mu,taffle Serwes Pa)milnlls af_us1edwmg fie lemlaf lhil Agree!TBttln
aa:rirllaDWllhPl!IEmm!SeNileS~ v.e'llillmam)'CUbfleUJ)da!eclSeMoesPayrra,lafterOledlcl7iedaeol$11dl~l
AIJDfflONAL TERMS AND CONDfflONS
AGRl!EMliHT, You want 11S 1:1 ~ )'OU the equ!Jman\ retreml hen!i1 r~ and )QI agraa !D
rs, us the anum paya:te 1111er h'l 1e1mS o1 !Is ageernertff,gee!nenr) eac11 pimt i,y hi u dal!.
ThiS ~ lsbfldillllCDIOll'~llereO!andwlllle§II on hldall 1118 ~Is de1t.md
»)'OU or eny 1.11erdae WI desVl<m, llv.e desvliE a la! CDttuaw,eilda'B, )'DI.I 81188 ti Pil't us m
atilixl.al arramt llqlJal bh'lpl!lllli:payn1!111swe under tiis ,lgeernen!Jmaled tlrthe l)l!ltld bl?twen
hldalB.., ~Is delNesed b)'DIJ nl G\aWl■idWIS~dalll. We ffla'/diagl, )QI a lei1Sll1illit
i!etlaM!l'd:xurella!i:II lnlill'lesfga!ilna:JSts.11 illY irronpaya!i! !Dus Is mt~wienme, )QI v.fl
Jli'II' ii late dlaJge 81-Jlll b: 1) Ille epsm cil l!II (U)J cent b eadl ~ CM!ldue or tilerdy-$il dolaB
($2600): or 2) hi ~lawU dlagll, lfless. M/searitt~lldlbfJczxrnmgled'Mll our~. Ylil
note.rn 11eest.ard,..b!IUllll!dalh! mdofthe n.JX0',ud~avnotildelau\ m AGREEMENT. nns AGIIE.ElfEHI' IS NOH-cNlcaAE!1.E FOR THE ENnRE AGREDWITTI:RII,
YOII AGREE THAT YOU ARE UHCOHOIIIONAU.Y OSUGATED TO PAY AU. AIIDUHTS DUE UIIOER
nos AGREEIWIT FOR 11IE ENllRE lERH, YOU ARE Nar E1mJt.ED TO REDl/a! OR SET .()FF
AGAIHST MIOWlSDl/i UHDER TIISAGREE.ll!IITFORA!ff Rl:ASON.
EQUIPMENT USc. Ycu va keep Ille Equipnent in Q00d v.oildng onlef, use I rar Milas purpoffl
ontr 1111d not modify GI' mova \I lrDffl its Initial locallGn v.llllout ourconsenl
S0F1WAEJATA. E'm!si as pCl'liBI i'I 1llt par.!IJl!ln. raeen:es b ~ brida any sohae
rasenc:e:I abo'l8orns:aredaillll!Equpnenl. WectlnallMllllllldwnard<ifflllllanSfersrr,l\erast
111111 )'OU. We ara nalresp;,nsiJb ttlllt~ 01notigablsfi~ or1ro lmmlnleraTf rCB1S11
ar,een-.ent. Youaemletf~b'ptilecfngand ~any cmifentlalclatmlagesliloledai h'l
~pilclDG~bilTf!Uial.
LDIITATION OF WAARAHTIES. EXCEPT TO 1'fE EXlEHT lHAT WE HAVE PRoYIDeD YOU A
WARRANTY IN WRmNO. we MAKE NO WARIWfMS, EXPRESS OR lJ,UILJl!D, INCUIOIHG
WARRANTIES OF lilERafANTASIUT'f OR·flTljESB FOR A PARTICULAR PURPIISE. YOU CIIOSE
l«Y/AU. TIIIRD-PARTY SERVICe PROVIDERS BASED ON YOURJUDGIIEHT, YOU MAY CONTACT
1/S OR 'lllE YANllfACTIIRER R>R A STAlEllEHT OF tME WARIWfTIE8, IF ANY, THAT 111E
MANUFACT\IRERISPROWmiG. WEASSIGH TO Y0U At«WARRAlm£S GIVEN TO US.
A5SIGNlmff. Yau rrr,;q nol sel, mv,. «~hi ~ or tis lqesnen Ylih:u w Mien
cmsenl Wan;iys!llcrmsi!JI Ills~ allf cud!jlls nhs~hv.llOE oril lBI, ID a atrtS
pattv..!!loul no!icalD~. Y011 apt hal II Wldo s,,our IIW}&I 1111111M cuassgied l1!tlt llmll!S
~ t..i m,e of cudiJa!IIIIS at11 wll no1 be 6111$!C1 ID any dam, deiln5l, or sel-Olllhal 1UJ be
assertlbeaganstusorazl)Ql18else.
I.AW.RlRIIM. Yau agree tl1at ll1S ~ alllanyctarn R!laEd ID ~~I &hallbe gi:-A!1BI bit
hi i'ltemallal'IS of 118 mllt nv.lldl cu [or, lf ve assign tis J,greemeni our ~'s) lffl:ipal ~ ol
1:usn!Sslskx21edMdilTfd'q:ammmnilglllS~wlbll~lnalldell!lorSlalscmtln
6iltlstm. Yw1ee!JrJo:n;ertbp!lm\3l)lrisdi:iulanl-.euansuctlmu!lsair3waM!ll'il!Qrd~
Ead1 palyW!MlS arfr'ljttlDa )lyll1al.
LOSS OR DAMAGE. YGU are responsible tr any damage to or loss of Ille Equpnenl. No Slldl 10:ss C)f
damage YIII refiew ya11 6om yG11r paymenl obl!galols hereunder. Eia:epl ror claims, losses, or
damages taused bit our gJOSS neg~111 or v,illl'ul mlscondud. ~ Bg1!e 10 Indemnify us and cur
assignee, II~. apisl ani claims, losses, or damages, Including attorney lees, In any way
li5llWICE. Yalaiplllbb!eplle~U,hsued~rtkaxlm,wfl usasmpa)l!ll,nai
aTDlnl rel Im Ital hi iqimmll cm. You alsD 11!J1111:1 nm1ah ~ rm1tf il!ilr.m
am!S)latil!bus. YCll aJWbpt7,ilepcololi'Glllna~_, Ill mi.Cla"i 31-tlb,ltlg hi
WIIIBLtlte4of fll!i~ ml lmafe' ~ arl\llm iSJ,15. If )OJ fal _, ~v,11115
~ WJma"fG82nlpqetfmmtan011111hl~tlrnaC11E1DICIO'dmst'g hsidl
bns.nl~asv.eaenraasaaliebpm:lcui'l8\SS.WMp;:mimramcrilhll~
1111Yilnclname)Qlasai imed.nl)QIJ'kieestilWJlrdlE lit,pll'B:Bl.l11111seonmmrmcnhl
~\)QIYlll2fLISalfflllllD'lhepl!limW!iilrre,bahi1efllirlll!jm\U11 IWIQ.l'l4it!
pi!'/~ )OJ l)liDd hi mJ!llD~. lf)QI RQllllll\l tl all of)QIJ'Ciblgabs Llllethl~
alhlfmtolm,~tlSlll3'alpoc:eedsDfldpm131lblhlls.medialv.lb98Aied.atCll .. b
reparorrep;:mlie~crmPi!'tLSUll.anaili'g~ct.ecrblmmeclsllOil'tlil
lp!nellt li5 cutmmiesi:la.ldldmlunBla3!'.JErinun.
TAXES. We OMI Ole Eqvil)fflent. You 'Ml pay v.llen mie. ellller diredly 01 by reirnbulling US, all
laxes and lees relating to l!te ~I and 1111s ~ Sales or use lax dos upfl0nt will te
payableoverthel!ml witli a man~ charge.
ENO OF 1ERII. M lhe end Gf Ola lerm of lllis ~ (or any renErN3I llllm) (Ile 'Elld Dal1, 1iS
~t w.!I rensw bran addilional ~ l)elbl lllderlhe sama Elil'S 11\es.5 a) )'DU pc,.aa i.m
v.ritlen noile, 81 li?asl 9>~ p,br ~ lhe l:nd oat,, olyos rieil ID rebn 1118 Eq.s-\ aa;j b) )QI
limet/mlm 1119l:QJi;lnenlblhetxalirJI designa!BSl,jus, a1)Qll'~ llth8reuned~
Is 1101 ~ availalll!I b'use l7f 2110MwDloutn!ed ol ll!f)ar, )QI ¥Iii raintlirse us b' all re¢ c:oss. You cmm pay Gff flis Pgeemenl or m,n 116 ~ prior ID 111B End 1:'818 v.but QI!'.
awent. lfMcmsenl, WJ maydlalge)W, h ailm, b~atnll$o.al, an early lemilala1 m
equal b 5% clh pri:eorte Equirnenl,
DEFAULT Nill RSIEDES;ll)'OU do nolpayil!IY&UmMhln 10daysafts'ls dueclaa,arlf l'CU lreach
any ollar h!nn of mils ~I ot My o111er agreemenl 'MIi LIS, )'OU y,(I be In defaul. and v,e may
11!1111i'8thal,w mm 1h11 El:Jlimenl loU$ at your BXIBIS8 anc1pay us: 1)a1pas1due am01111S am2)
al ramai,mg paymer.t, b Ole uneJpWd teim, i:tJS Wt bOolr!d resklual, ll0a. discDurle:I at 4% per
amum, We may alSO IIS&sl 011lerlegairemedies ~ ti us, fncWllg disallfinQ orrep:issessi',g
1119 1:qU1xne111, You 8!1eG ID pay QI our cmls and expenses, n:lJd:r,g raasonalll& attomly rees.
mJmlCI In entiting !hi5 ~ You also agree ID pay ln!erast m al pasldue il'llMIS, ll1lm te
lil&dale,al 1 !Wt permortllt.
ucc. 1f 1W assign rights In lhlS Agreemenl rar &lancing purimes, )QI agree lllal llifs Agftlelll!JII~ in
Ille hands DI 1n1r assignee, Is, or shall be ltealed as, a "rmanc:a Lease' as Ilia! lerm is dalined in
Mice 2A of tile Unilnn Commeldal Code rUCC'). YGU BgJH lo foi;o the rlg!tlS and reme<US
provided undenedicns 507-52201Mld82A ofeie UCC.
IIIISCE1UHEOUS. l1i! ~islherirl!ap!lllelt!bellerl)QIBJIIUSreaq b!U'P1Ndnll
111d )Qll'US8 of te ~an! lilljll!ISel!es any !Rl(i!pl!Sl!ll!aim c:r~. n::lui!i1g illl'/
pffllSI! lildels. Alm!r1ts payablelll'lmtO'lis ~ may n:lldil a piultlD us. The oiijlal of91is
Agreement Shal be l1al CDjlt ~ beats ~ lacsin:!a c:r orgnal si;,.atura, 11111 'M1i:JI llll3ls cu
orrJmi s;naua, M/dlanga llllS!be h lllti1g si!,lecll7teachparty.
nt!atilH lolh8 ~L 1n roeYent v,llv,e be lia!:lebr ~llalorlndired=. Pt.I• .P·UIILll*l@rUQ!idftil@Hlljiil~:~ _ _ ~ __ _
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nea!521Yl:lmnte~ aegalmid bim.l~ e:Ji!l'ISl)QIII.Mbeen bbt.act (cl 118 ~Ytlt1eaperaledml~by)QI ar11w11 tieumaessenli.tgcM!t1111811PllJXISl!$ilf01eenflll
1Binclhl~(11}tiala1Pa'J!l81tl dui,m,dpl'rtil llrhlaJ?elllisCll~818v.illm t8W$tb.agllard118v.lSI 111avaiaM, ~ ardunE110.11te81~:(e))Qlii!rlib pay al
ifflU\IS pay;Jlilumhlemsoflhe~YAm<hll,tllnls B111~avalitil IDmm;(Q)QltctiJa!i;N tlnmil illD1ilS 111dertl6 ~amb1111 acann\eljlll!Sllalllnatadettun:ler~
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8XlBGClntrmatmPwts. flnlsantnol ~ IDPi!'tMm1tclleu•1ie~tt~lllli8mlp!licd,)QlshaDl'llMltoerigltt1 man hi ~n1ermra111Bl'qeemmlont1e1as1my
ol hi ml pmiill'Widl lnlsW38 avaia!E, Ynlll pa,alttcr aoi:ioilal~tl)QI [oh!rlal Ille~ DIIWlll'lg te E'q.qmenlb Vie b:ali:ln deslgrlmltr,us},pviiBl llalal mstlllilly (3J) ~pt,.,
te stall ar 1118 fB:al peial l:lrYlllti lnls 'Ml9 nal ~ yr»Oiel Elil!cuM Olar (11 Legal CallSe!) detm IO is aa.'11ic:2E (orOlriJ,) a!ltilyPJ M (a) )QI au a Slam rs a Uy cmsamt siJical
Sltd'mc:rr,pqolhl-i'IYih'dl)Qlna:ad;(b)lnthcr.9nollml~b'llei!Afl:ailliscalpl!!Dltopayanama11\Rlerte~(e)QJCh~cfllrareS111hrnanyaa
c:rlalm!ba::lby)IIJ;ad(d})QJIIMeillamlaSlnlsmgat,avalali! brlllaPllflllllofancuils018110ir'te~ YGU11!111111811lis~shal¢(3w,l,and1D 11188llbl!Glal,litlllfawpeculils t;tmMtt•JIM,:;CDISileaw:~cm jl1.ip@:JiP.jailjjj•i:ft◄ll•M@lt-11•m
All Cop1 Products, Inc. THIS AOREEIENTTS NON-c:AHCEI.ABLEFORTH!! FULL AGREEMENT TERM.
4141 Colorado Blvd DellWlr, co 80216 CUSTOMER: (M SIIUISI Mm)
SIGNATURE: DATE: &IGNATURE: X DATE;
PRINT NAM!: & TITLE: PRINT NN.IE & mLE:
CERTH'ICATE OF DELIVERY /IND ACCEPTANC
itieCusbneilleribyairtielhatalf lhe ~t 1) has been~ iJtSlaled, endlnspecllcl. 111112)1s ~ qierab0naland tlllmlcliblmlyBa:epl!d.
SIGNATURE:X NAlmANIJTITLE: CATE:
144§U4 Cil):ol:nq'!N!'9(Jd.AIICl;py.mh 09/29/tS 295
Amendment
This Amendment amends that certain agreement by and between All Copy Products, Inc. ("OWner'') and the City of
Englewood ("Customer'') which agreement is Identified in Owner's internal books and records as Agreement No; 1448774
(the "Agreement"). All capitalized terms used in this Amendment, which are not otherwise defined herein, shall have the
meanings given to such terms in the Agreement. OWner and Customer have mutually agreed that the following
modifications be made to the Agreement.
1. The sentence In the section entitled "NET AGREEMENT" which reads, "THIS AGREEMENT IS NON-
CANCELABLE FOR THE ENTIRE AGREEMENT TERM," Is hereby deleted and replaced with the following:
"THIS AGREEMENT IS NON-CANCELABLE FOR THE ENTIRE AGREEMENT TERM, EXCEPT IN
THE EVENT OF NON-APPROPRIATIONS AS SET FORTH IN THE SECTION ENTITLED
'APPLICABLE TO GOVERNMENTAL ENTITIES ONLY' BELOW."
2. The section entitled "LAW/FORUM" is hereby removed in its entirety and replaced with the following section:
"LAW/FORUM. You agree that this Agreement and any claim related to this Agreement shall be
governed by the internal laws of the State of Colorado, and any dispute concerning this Agreement will
be adjudicated In a federat·or state court in such state. You hereby consent to personal jurisdiction· and
venue in such courts and waive transfer of venue. each party waives any right to a jury trial.•
3. The following Is hereby added to the end of the section entitled "TAXes•:
"Notwithstanding the foregoing, you will not be charged any sales or use tax, provided you furnish us
with documentation reflecting your current sales and use tax exempt status and you maintain such tax
exempt status throughout the Agreement term:
Except as specifically modified by this Amendment, all other terms and conditions of the Agreement remain in full fort:e
and effect. If, and to the extent there is a conflict between the terms of this Amendment and the terms of the Agreement,
the terms of this Amendment shall control. A copy of this document containing your orlglnal or facslmlle signature or other
indication of your intent to agree to the terms set forth herein shall be enforceable for all purposes. This Amendment is not
binding until accepted by Owner.
All Copy Products, Inc.
Owner
By:
Signal\lre
Prtnl Name & TIiie
Date Aa:epled :
Engl-CltyOI 1448774P03111h
City of Englewood
By: )(
Dale:
Cu11tomer
Slgnatwe
Prtrit Name & nue -