Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
R-2026-002 agmt with The Print Guys_printing services
RESOLUTION NO. R-2026-002 A RESOLUTION authorizing award and agreement with The Print Guys for city-wide printing services. WHEREAS, the City Purchasing Division published notice in the Yakima Herald Republic on September 18 & 20, 2025 and on the city's webpage, through Public Purchase, that RFP 12503P was open for competitive bid; and WHEREAS, RFP proposals were due by October 16, 2025, 2:00:00 PM PDT. Timely proposals that were received via Public Purchase, the city's web -based e-procurement software system, were publicly opened in the City Council Chambers, in Yakima WA; and, WHEREAS, Purchasing staff reviewed all RFP submittals for responsiveness, all were deemed to be responsive. After which, an evaluation committee was formed; and, WHEREAS, the evaluation committee met on November 4, 2025, to go over RFP scoring rules and RFP proposals and again on November 20, 2025, to complete final scores. Recommendation of Award was made to The Print Guys; and WHEREAS, the City Manager approved the recommendation of award and intent to negotiate a contract on November 24, 2025; and, WHEREAS, the Scope of Work and Budget included meets the needs and requirements of the City of Yakima for these services, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:. The City Manager is hereby authorized to execute a Professional Services Agreement with The Print Guys, attached hereto and incorporated herein by this reference. This is a potential five-year award, with an approximate annual value of $70,000. ADOPTED BY THE CITY COUNCIL this 6th day of January, 2026. ATTEST: Rosalinda Ibarra, C Matt Brown, Mayor 1 PROFESSIONAL SERVICES AGREEMENT RFP 12503P Printing Services THIS PROFESSIONAL SERVICES AGREEMENT, entered into on the date of last execution, between the City of Yakima, a Washington municipal corporation (^C1ty").and The Print Guys, ("Conhuntor"). WITNESSETH: The parties, in consideration of the terms and conditions herein, do hereby covenant and agree as follows: 1. Statement of Work The minimum services (hereinafter referred Uaaa that the Contractor will provide include services described inRFP12583P Printing Services, which are attached asExhibit Ahereto and incorporated herein bythis reference. 2. Compensation The City agrees to pay the Contractor according to Exhibit B. attached hereto and incorporated herein, which Exhibit includes the deliverables and payment schedule of itemized prices as listed in the Contractor's Proposal submittal at the time and iOthe manner and upon the conditions provided for the Contract. 3. Contract Term The period of this Contract shall be for eperiod ofone (1)year from its effective date, The City may, at its option, extend the Contract on a year to year basis for up to four (4) additional years, Contract extensions Sh@| be allonnahC, and shall O0 into effect whhoutwhtten confirmation, unless the Qh/ provides advance notice ofthe intention to not renew orunless the Services have been completed to the Cih/'osatisfaction prior hoany automatic renewal. 4. Price Increases Pricing shall be prepared with the following terms, The Purchasing Manager may exempt these requirements for extraordinary conditions that could not have been known by either party at the time of bid or other circumstances beyond the control Ofboth parties, msdetermined inthe opinion ofthe Purchasing Manager, Prices shall remain firm for the first twelve (12)month period ofthe contract. Pricing and discounts shown onBid shall boconsistently applied and remain firm throughout the first twelve (12)months ofthe contract. If requested by the Contractor in writing thirty (30) days before the anniversary date of each year of the contract, the City will consider increasing the Contractor's rates per the Seattle -Tacoma -Bellevue Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI-W) for the previous twelve months, The CP1 Calculator is available at: haps:ilbeta.bis.qov/dataViewer/view/timeseries/CWURS49DSAO . The City, in its sole discretion, will decide whether to approve or deny the rate increase request urany part thereof within thirty (3O)days 0freceipt o/the request. |fapproved, increase shall take effect thirty (30) days after approval, Price increases for any other justifiable reason will be considered on aCase-by-casebasis. Price increase requests will not be considered or granted until any outstanding required financial reports have been submitted to the City. No discount adjustments will be allowed. The adjustment (if any) shall remain firm and fixed for at least 365 days after the effective date of the adjustment. 5. Agency Relationship between City and Contractor Contractor shall, at all times, be an independent Contractor and not an agent or representative of City with regard to performance of the Services. Contractor shall not represent that it is, or hold itself out as, an agent or representative of City. |nnoevent shall Contractor be authorized to enter into any agreement or undertaking for, or on, behalf of City. 6. Successors and Assigns a. Neither the City, nor the Contractor, shall assign, transfer, or encumber any rights, duties, or interests accruing from this Contract without the prior written consent of the other. b. The Contractor for himself, and for his heirs, executors, administrators, successors, and assigns, does hereby agree to the full performance of all the covenants herein contained upon the part of the Contractor. 7. Property Rights All records or papers of any sort relating to the City and to the project will at all times be the property of the City and shall be surrendered to the City upon demand. All information concerning the City and said project which is not otherwise a matter of public record or required by law to be made public, is confidential, and the Contractor will not, in whole or part, now or at any time disclose that information without the express written consent of the City. 8. Inspection and Production of Records a. The records relating to the Services shall, at all times, be subject to inspection by and with the approval of the City, but the making of (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Contract, notwithstanding the City's knowledge of defective or non- complying performance, its substantiality or the ease of its discovery. Contractor shall provide the City sufficient, safe, and proper facilities, and/or send copies of the requested documents to the City. Contractor's records relating to the Services will be provided to the City upon the City's request. b. Contractor shall promptly furnish the City with such information and records which are related to the Services of this Contract as may be requested by the City. Until the expiration of six (6) years after final payment of the compensation payable under this Contract, or for a longer period if required by law or by the Washington Secretary of State's record retention schedule, Contractor shall retain and provide the City access to (and the City shall have the right to examine, audit and copy) all of Contractor's books, documents, papers and records which are related to the Services performed by Contractor under this Contract. If any litigation, claim, or audit is started before the expiration of the six -year period, or for the required period outlined by the Washington Secretary of State's record retention period if longer, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved. c. All records relating to Contractor's services under this Contract must be made available to the City, and the records relating to the Services are City of Yakima records. They must be produced to third parties, if required pursuant to the Washington State Public Records Act, Chapter 42.56 RCW, or by law. All records relating to Contractor's services under this Contract must be retained by Contractor for the minimum period of time required pursuant to the Washington Secretary of State's records retention schedule. d. The terms of this section shall survive any expiration or termination of this Contract. 9. Work Made for Hire All work the Contractor performs under this Contract shall be considered work made for hire, and shall be the property of the City. The City shall own any and all data, documents, plans, copyrights, specifications, working papers, and any other materials the Contractor produces in connection with this Contract. On completion or termination of the Contract, the Contractor shall deliver these materials to the City. 10. Compliance with Law Contractor agrees to perform all Services under and pursuant to this Contract in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise, including policies adopted by the City, as those laws, ordinances, rules, regulations, and policies now exist or may hereafter be amended or enacted. Contractor shall procure and have all applicable and necessary permits, licenses and approvals of any federal, state, and RFP 12503P Agreement Page 2 of 14 local govemment or governmental authority or this project, pay all charges and fees, and give all notices necessary and incidental to the due and lawful execution of the work. Contractor shall procure and have all applicable and necessary permits, licenses and approvals of any federal, state, and local government or governmental authority or this project, pay all charges and fees, and give all notices necessary and incidental to the due and lawful execution of the work. a. Procurement of a City Business License. Contractor must procure a City of Yakima Business License and pay all charges, fees, and taxes associated with said license. Contractor must provide proof of a valid Washington department of Revenue state excise tax registration number, as required in Title 82 RCW. b. Contractor must provide proof of a valid Washington Unified Business Identification (UBI) number. Contractor must have a current UBI number and not be disqualified from bidding on any public works contract under RCW 39.06.101 or 36.12.065(3). c. Contractor must provide proof of a valid Washington Employment Security Department number as required by Title 50 RCW. d. Foreign (Non -Washington) Corporations: Although the City does not require foreign corporate proposers to qualify in the City, County or State prior to submitting a proposal, it is specifically understood and agreed that any such corporation will promptly take all necessary measures to become authorized to conduct business in the City of Yakima, at their own expense, without regard to whether such corporation is actually awarded the contract, and in the event that the award is made, prior to conducting any business in the City. 11. Nondiscrimination Provision During the performance of this Contract, the Contractor agrees as follows: The Contractor shall not discriminate against any person on the grounds of race, creed, color, religion, national origin, sex, age, marital status, sexual orientation, gender identity, pregnancy, veteran's status, political affiliation or belief, or the presence of any sensory, mental or physical handicap in violation of the Washington State Law Against Discrimination (RCW chapter 49.60) or the Americans with Disabilities Act (42 USC 12101 et seq.). This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of Services under this Agreement. Contractor agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. In the event of the Contractor's noncompliance with the non-discrimination clause of this contract or with any such rules, regulations, or orders, this Contract may be cancelled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for any future City contracts. RCW 35.22.650: Contractor agrees that the Contractor shall actively solicit the employment of minority group members. Contractor further agrees that the Contractor shall actively solicit bids for the subcontracting of goods or services from qualified minority businesses. Contractor shall fumish evidence of the Contractor's compliance with these requirements of minority employment and solicitation. Contractor further agrees to consider the grant of subcontracts to said minority bidders on the basis of substantially equal proposals in the light most favorable to said minority businesses. The Contractor shall be required to submit evidence of compliance with this section as part of the RFP. Nothing in this Agreement shall require Contractor or any of its subcontractor(s) to take action that would be deemed discrimination or preferential treatment in violation of RCW 49.60.400. Pursuant to RCW 49.60.400(6), this Section does not prohibit action that must be taken to establish or maintain the City's eligibility for any federal program, if ineligibility would result in a Toss of federal funds to the City. RFP 12503P Agreement Page 3 of 14 12. Pay Transparency Nondiscrimination Provision The Contractor will not discharge or in any other manner discriminate against employees or applicants because they have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant. However, employees who have access to the compensation information of other employees or applicants as a part of their essential job functions cannot disclose the pay of other employees or applicants to individuals who do not otherwise have access to compensation information, unless the disclosure is (a) in response to a formal complaint or charge, (b) in furtherance of an investigation, proceeding, hearing, or action, induding an investigation conducted by the employer, or (c) consistent with the contractor's legal duty to fumish information. 13. Indemnification and Hold Harmless a. Contractor shall take all necessary precautions in performing the Services to prevent injury to persons or property. The Contractor agrees to release, indemnify, defend, and hold harmless the City, its elected and appointed officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers from all liabilities, losses, damages, and expenses related to all claims, suits, arbitration actions, investigations, and regulatory or other govemmental proceedings arising from or in connection with this Agreement or the acts, failures to act, errors or omissions of the Contractor, or any Contractor's agent or subcontractor, in performance of this Agreement, except for claims caused by the City's sole negligence. The City's right to indemnification includes attomey's fees costs associated with establishing the right to indemnification hereunder in favor of the City. b. If any suit, judgment, action, claim or demand arises out of, or occurs in conjunction with, the negligent acts and/or omissions of both the Contractor and the City, or their elected or appointed officials, officers, employees, agents, attorneys or volunteers, pursuant to this Contract, each party shall be liable for its proportionate share of negligence for any resulting suit, judgment, action, claim, demand, damages or costs and expenses, including reasonable attorneys' fees. c. Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. Contractor shall require that its subcontractors, and anyone directly or indirectly employed or hired by Contractor, and anyone for whose acts Contractor may be liable in connection with its performance of this Agreement, comply with the terms of this paragraph, waive any immunity granted under Title 51 RCW, and assume all potential liability for actions brought by their respective employees. The Parties acknowledge that they have mutually negotiated this waiver. d. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, shall be only to the extent of the Contractor's negligence. e. Nothing contained in this Section or this Contract shall be construed to create a liability or a right of indemnification in any third party. f. The terms of this Section shall survive any expiration or termination of this Contract. 14. Contractor's Liability Insurance At all times during performance of the Services and this Contract, Contractor shall secure and maintain in effect insurance to protect the City and Contractor from and against any and all claims, damages, losses, and expenses arising out of or resulting from the performance of this Contract. If Contractor carries higher coverage limits than the limits stated below, such higher limits shall be shown on the Certificate of Insurance and Endorsements and the City shall be named as an additional insured for such higher limits. RFP 12503P Agreement Page 4 of 14 Contractor shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the right to require higher limits should it deem it necessary in the best interest of the public. Contractor shall provide a Certificate of Insurance to the City as evidence of coverage for each of the policies and outlined herein. A copy of the additional insured endorsement attached to the policy shall be included with the certificate. This Certificate of insurance shall be provided to the City, prior to commencement of work. Failure to provide the City with proof of insurance and/or to maintain such insurance outlined herein shall be a material breach of this agreement and a basis for termination. Failure of City to demand such verification of coverage with these insurance requirements or failure of City to identify a deficiency from the insurance documentation provided shall not be construed as a waiver of Contractor's obligation to maintain such insurance. Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Agreement, and any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of the Contractor's insurance and neither the City nor its insurance providers shall contribute to any settlements, defense costs, or other payments made by Contractors insurance. All additional insured endorsements required by this Section shall include an explicit waiver of subrogation. The following insurance is required: a. Commercial Liability Insurance Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance and additional insured endorsements as proof of commercial liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence, combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate. If Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents, attomeys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The certificate of insurance and additional insured endorsements shall name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. b. Automobile Liability Insurance Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of automobile liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence. If Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents, attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The certificate of insurance and additional insured endorsements shall name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. The business auto liability shall include Hired and Non -Owned coverage if necessary. RFP 12503P Agreement Page 5 of 14 c. Employer's Liability (Stop Gap) Contractor and all subcontractor(s) shall at all times comply with all applicable workers' compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable, and shall maintain Employer's liability insurance with a limit of no less than $1,000,000.00. The City shall not be held responsible in any way for claims filed by Contractor or its employees for services performed under the terms of this Contract. Contractor agrees to assume full liability for all claims arising from this Contract including claims resulting from negligent acts of all subcontractor(s). Contractor is responsible to ensure subcontractor(s) have insurance as needed. Failure of subcontractors(s) to comply with insurance requirements does not limit Contractor's liability or responsibility. d. Professional Liability The Contractor shall provide evidence of Professional Liability insurance covering professional errors and omissions. Contractor shall provide the City with a certificate of insurance as proof of professional liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per claim combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide. If the policy is written on a claims made basis the coverage will continue in force for an additional two years after the completion of this contract. If insurance is on a claims made form, its retroactive date, and that of all subsequent renewals, shall be no later than the effective date of this Contract. Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Contract. Any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of the Contractor's insurance and neither the City nor its insurance providers shall contribute to any settlements, defense costs, or other payments made by Contractor's insurance. If at any time during the life of the Contract, or any extension, Contractor fails to maintain the required insurance in full force and effect, all work under the contract shall be discontinued immediately. Any failure to maintain the required insurance may be sufficient cause for the City to terminate the Contract. 15. Severability If any term or condition of this Contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this Contract are declared severable. 16. Contract Documents This Contract, the Request for Proposals No.12503p Printing Services, Scope of Work, conditions, addenda, and modifications and Contractor's proposal (to the extent consistent with Yakima City documents) constitute the Contract Documents and are complementary. Specific Federal and State laws and the terms of this Contract, in that order respectively, supersede other inconsistent provisions. These Contract Documents are on file in the Office of the Purchasing Manager, 129 No. 2nd St., Yakima, WA, 98901, and are hereby incorporated by reference into this Contract. 17. Termination Termination for Cause In the event the Contractor breaches this Contract, the City may terminate the Contract at its sole discretion in such event that it provides the Contractor with written notice of Contractor's breach and the Contractor fails to cure its breach within 30 days of this notice. In the event of the City breaches this Contract, the Contractor may terminate the Contract at its sole discretion in such event that it provides the City with written notice of City's breach and the City failes to cure its breach of the Contract within 60 days of this notice. The following represents a non-exclusive, illustrative list of instances that shall be considered a breach by the Contractor: RFP 12503P Agreement Page 6 of 14 a. Defaults on an obligation under the Contract; b. Fails to perform any material obligation required under the Contract; c. Files a petition in bankruptcy, becomes insolvent, or otherwise takes action to dissolve as a legal entity; d. Allows any final judgment not to be satisfied or a lien not to be disputed after a legally -imposed, 30-day notice; e. Makes an assignment for the benefit of creditors; f. Fails to follow the sales and use tax certification requirements of the State of Washington; g. Incurs a delinquent Washington tax liability; h. Becomes a State or Federally debarred Contractor; i. Is excluded from federal procurement and non -procurement Contracts; j. Fails to maintain and keep in force all required insurance, permits and licenses as provided in the Contract; k. Fails to maintain the confidentiality of the City information that is considered to be Confidential Information, proprietary, or containing Personally Identifiable Information; I. Contractor performance threatens the health or safety of a City, County or municipal employee; or Termination for Convenience The City may terminate the Contract, without cause, by providing 30 days written notice of termination. In the event of termination for convenience, the Contractor shall be entitled to receive compensation for any fees owed under the Contract. The Contractor shall also be compensated for partially completed services. In this event, compensation for such partially completed services shall be no more than the percentage of completion of the services requested, at the sole discretion of the City, multiplied by the corresponding payment for completion of such services as set forth in the Contract. Altematively, at the sole discretion of the City, the Contractor may be compensated for the actual service hours provided. The City shall be entitled to a refund for goods or services paid for but not received or implemented, such refund to be paid within 30 days of written notice to the Contractor requesting the refund. Change in Funding In addition to the above termination provisions, if the funds upon which the City relied to establish this Contract are withdrawn, reduced, or limited, or if additional or modified conditions are placed on such funding, the City may terminate this Contract by providing at least five business days written notice to the Contractor. The termination shall be effective on the date specified in the notice of termination. 18. Dispute Resolution . In the event that any dispute shall arise as to the interpretation of this agreement, or in the event of a notice of default as to whether such default does constitute a breach of the contract, and if the parties hereto cannot mutually settle such differences, then the parties shall first pursue mediation as a means to resolve the dispute. If the afore mentioned methods are either not successful then any dispute relating to this Agreement shall be decided in the courts of Yakima County, in accordance with the laws of Washington. If both parties consent in writing, other available means of dispute resolution may be implemented. 19. Re -Award When the contract is terminated by the Contractor upon providing the written notice as herein required, the City, pursuant to City ordinance, may re -award the contract to the next most responsible Proposer within 120 days from original award. RFP 12503P Agreement Page 7 of 14 When a Contractor is unable to supply goods and/or services to the City and is in breach of the contract, or when the contract is terminated by the City for cause as herein provided, the City reserves the right to re -award the contract to the next most responsible Proposer within 120 days from original award. 20. Substitution The Contractor shall not substitute or deviate from said specifications of this Contract without a written amendment, signed by the City Manager, or pursuant to Section 51 below entitled "Change or Notice". Any violation of this procedure by the Contractor will be considered cause for immediate cancellation of the Contract for cause by the City. 21. Contractor Shall Furnish Except as otherwise specifically provided in this Contract, Contractor shall furnish the following, all as the same may be required to perform and provide the services in accordance with the terms of this Contract: personnel, labor, products and supervision; and technical, professional and other services. All such services, products, property and other items fumished or required to be fumished, together with all other obligations performed or required to be performed, by Contractor under this Contract are sometime collectively referred to in this Contract as the "(Services)." 22. Complementary Provisions All provisions of this Contract are intended to be complementary, and any services required by one and not mentioned in another shall be performed to the same extent as though required by all. Details of the services that are not necessary to carry out the intent of this Contract, but that are not expressly required, shall be performed or furnished by Contractor as part of the services, without any increase in the compensation otherwise payable under this Contract. 23. Invoices The City will use its best efforts to pay each of Contractor's invoices within thirty (30) days after the City's receipt and verification thereof; provided, however, that all such payments are expressly conditioned upon Contractor providing services hereunder that are satisfactory to the City. The City will notify the Contractor promptly if any problems are noted with the invoice. To insure prompt payment, each invoice should cite purchase order number, RFQP number, detailed description of work, unit and total price, discount term and include the Contractor's name and return remittance address. Contractor will mail invoices to the City at individual addresses provided by the City at the time of order. 24. Credit Card Acceptance The City, in its sole discretion, will determine the method of payment for goods and/or services as part of this agreement. The City's preferred method of payment is by procurement (credit) card. Proposers may be required to have the capability of accepting the City's authorized procurement card as a method of payment. No price changes or additional fee(s) may be assessed when accepting the procurement card as a form of payment. 25. Prime Contractor Contractor is the Prime Contractor hereunder. The Prime Contractor shall be the sole point of contact with regard to all contractual matters arising hereunder, including the performance of services and the payment of any and all charges resulting from its contractual obligations. 26. Delegation of Professional Services The services provided for herein shall be performed by Contractor, and no person other than regular associates or employees of Contractor shall be engaged on such work or services. Contractor shall not (by contract, operation of law or otherwise) delegate or subcontract performance of any services to any other person or entity without the prior written consent of the City. Any such delegation or subcontracting without the City's prior written consent shall be voidable at the City's option. RFP 12503P Agreement Page 8 of 14 No delegation of subcontracting of performance of any of the services, with or without the City's prior written consent, shall relieve Contractor of its responsibility to perform the services in accordance with this Contract. Contractor shall be fully responsible for the performance, acts and omissions of Contractor's employees, Contractor's subcontractors, and any other person who performs or fumishes any services (collectively, the "Support"). Contractor shall at all times be an independent contractor and not an agent or representative of the City with regard to performance of the services. Contractor shall not represent that it is, nor hold itself out as, an agent or representative of the City. In no event shall Contractor be authorized to enter into any agreement or undertaking for or on behalf of the City. Neither the Contractor nor any employee of the Contractor is entitled to any benefits that the City provides its employees. The Contractor is solely responsible for payment of any statutory workers compensation or employer's liability insurance as required by state law. The Contractor will have an active account with the Department of Revenue, other state agencies as needed, and a separate set of books or records that reflect all items of income and expenses of the business that the Contractor is conducting. Contractor shall perform the services in a timely manner and in accordance with the standards of the profession. At the time of performance, Contractor shall be properly licensed, equipped, organized, and financed to perform the services in accordance with this Contract. Subject to compliance with the requirements of this Contract, Contractor shall perform the services in accordance with its own methods. 27. Licenses If applicable, Contractor shall have a valid and current business license per Chapter 5.02 Section 5.02.010 of the Yakima Municipal Code covering this type of business and shall satisfy all applicable City Code provisions. Said license shall be obtained prior to the award of any contract. Inquiries as to fees, etc., should be made to the Office of Code Administration, telephone (509) 575-6121. In addition, Contractors are required to be registered by the State per Chapter 18.27 of the Revised Code of Washington and their registration number must be listed on the bid/RFP/quote. Contractor shall take all reasonable precautions to protect against any bodily injury (including death) or property damage that may occur in connection with the services. 28. Taxes and Assessments Contractor shall be solely responsible for and shall pay all taxes, deductions, and assessments, including but not limited to federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract, Contractor shall pay the same before it becomes due. The City and its agencies are exempt from payment of all federal excise taxes, but not sales tax (currently at 8.3%). Tax will not be considered in determining which proposal is the lowest or best, however RCW 39.30.040 allows the City to take any sales tax and B&O tax that is will receive from purchasing supplies, materials and equipment within its boundaries into consideration when determining the lowest responsible Proposer. 29. Contractor Tax Delinquency Contractors who have a delinquent Washington tax liability may have their payments offset by the State of Washington. 30. Inspection: Examination of Records The Contractor agrees to fumish the City with reasonable periodic reports and documents as it may request and in such form as the City requires pertaining to the work or services undertaken pursuant to this Agreement. The costs and obligations incurred or to be incurred in connection therewith, and any other matter are to be covered by this Agreement. The records relating to the services shall, at all times, be subject to inspection by and with the approval of the City, but the making of (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the services in RFP 12503P Agreement Page 9 of 14 accordance with this Contract, notwithstanding the City's knowledge of defective or non -complying performance, its substantiality or the ease of its discovery. Contractor shall provide the City sufficient, safe, and proper facilities and equipment for such inspection and free access to such facilities. 31. Recordkeeping and Record Retention The Contractor shall establish and maintain adequate records of all expenditures incurred under the contract. All records must be kept in accordance with generally accepted accounting procedures. All procedures must be in accordance with federal, state and local ordinances. The City shall have the right to audit, review, examine, copy, and transcribe any pertinent records or documents relating to any contract resulting from this proposal held by the Contractor. The Contractor will retain all documents applicable to the contract for a period of not less than three (3) years after final payment is made. 32. Confidential, Proprietary and Personally Identifiable Information Contractor shall not use Confidential, Proprietary or Personally Identifiable Information of City for any purpose other than the limited purposes set forth in this Contract, and all related and necessary actions taken in fulfillment of the obligations there under. Contractor shall hold all Confidential Information in confidence, and shall not disclose such Confidential Information to any persons other than those directors, officers, employees, and agents ("Representatives") who have a business -related need to have access to such Confidential Information in furtherance of the limited purposes of this Contract and who have been apprised of, and agree to maintain, the confidential nature of such information in accordance with the terms of this Contract. Contractor shall institute and maintain such security procedures as are commercially reasonable to maintain the confidentiality of the Confidential Information while in its possession or control including transportation, whether physically or electronically. Contractor shall ensure that all indications of confidentiality contained on or included in any item of Confidential Information shall be reproduced by Contractor on any reproduction, modification, or translation of such Confidential Information. If requested by the City in writing, Contractor shall make a reasonable effort to add a proprietary notice or indication of confidentiality to any tangible materials within its possession that contain Confidential Information of the City, as directed. Contractor shall maintain all Confidential Information as confidential for a period of three (3) years from the date of termination of this Contract, and shall retum or destroy said Confidential Information as directed by the City in writing. Contractor may disclose Confidential Information in connection with a judicial or administrative proceeding to the extent such disclosure is required under law or a court order, provided that the City shall be given prompt written notice of such proceeding if giving such notice is legally permissible. 33. Suspension of Work The City may suspend, in writing by certified mail, all or a portion of the Service under this Agreement if unforeseen circumstances beyond the City's control are interfering with normal progress of the Service. The Contractor may suspend, in writing by certified mail, all or a portion of the Service under this Agreement if unforeseen circumstances beyond Contractor's control are interfering with normal progress of the Service. The Contractor may suspend Service on the Project in the event the City does not pay invoices when due, except where otherwise provided by this Agreement. The time for completion of the Service shall be extended by the number of days the Service is suspended. If the period of suspension exceeds ninety (90) days, the terms of this Agreement are subject to renegotiation, and both parties are granted the option to terminate the Service on the suspended portion of Project in accordance with Section 16. 34. Provision of Services The Contractor shall provide the services set forth herein with all due skill, care, and diligence, in accordance with accepted industry practices, standards and legal requirements, and to the City's satisfaction; the City decision in that regard shall be final and conclusive. RFP 12503P Agreement Page 10 of 14 The City may inspect, observe and examine the performance of the services performed on the City premises at any time. The City may inspect, observe and examine the performance of Contractor's services at reasonable times, without notice, at any other premises. a. If the City notifies the Contractor that any part of the services rendered are inadequate or in any way differ from the Contract requirements for any reason, other than as a result of the City's default or negligence, the Contractor shall, at its own expense, reschedule and perform the services correctly within such reasonable time as the City specifies. This remedy shall be in addition to any other remedies available to the City by law or in equity. b. The Contractor shall be solely responsible for controlling the manner and means by which it and its Contracted Personnel or its subcontractors perform the services, and the Contractor shall observe, abide by, and perform all of its obligations in accordance with all legal requirements and City work rules. 35. Assignment This Contract, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by Contractor to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of Contractor stated herein. 36. No Conflict of Interest Contractor represents that it or its employees do not have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Contract. Contractor further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Contract. 37. Contract Preservation If any provision of the Agreement, or the application of such provision, shall be rendered or declared invalid by a court of competent jurisdiction, or by reason of its requiring any steps, actions or results, the remaining parts or portions of this Agreement shall remain in full force and effect. 38. Promotional Advertising 1 News Releases Reference to or use of the City, any of its departments, agencies or other subunits, or any official or employee for commercial promotion is prohibited. News releases pertaining to this procurement shall not be made without prior approval of the City. Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the contracting agency. 39. Time is of the Essence Timely provision of the services required under this Contract shall be of the essence of the Contract, including the provision of the services within the time agreed or on a date specified herein. 40. Expansion clause Any resultant contract may be further expanded by the Purchasing Manager in writing to include any other item normally offered by the Contractor, as long as the price of such additional products is based on the same cost/profit formula as the listed item/service. At any time during the term of this contract, other City departments may be added to this contract, if both parties agree. 41. Patent Infringement The contractor selling to the City the articles described herein guarantees the articles were manufactured or produced in accordance with applicable federal labor laws. Further, that the sale or use of the articles described herein will not infringe any United States patent. The contractor covenants that it will at its own expense defend every suit which shall be brought against the City (provided that such contractor is promptly notified of such suit, and all papers therein are delivered to it) for any alleged infringement of any patent by reason of the sale or use of such articles, and agrees that it will pay all costs, damages, and profits recoverable in any such suit. RFP 12503P Agreement Page 11 of 14 42. Warranty Unless otherwise specifically stated by the Proposer, Contractor warrants that all goods and/or services furnished under this contract are warranted against defects by the Proposer for one (1) year from date of receipt, are new, conform strictly to the specifications herein, are merchantable, good workmanship, free from defect, are fit for the intended purpose of which such goods and services are ordinarily employed and if a particular purpose is stated in a Special Condition, the goods are then warranted as for that particular purpose. Contractor further warrants that no violation of any federal, state or local law, statute, rule, regulation, ordinance or order will result from the manufacturer, production, sale, shipment, installation or use of any other goods. Contractor's warranties (and any more favorable warranties, service policies, or similar undertaking of Contractor) shall survive delivery, inspection, and acceptance of the goods or services. 43. Access and Review of Contractor's Facilities The City may visit and view any of the offices, premises, facilities and vehicles of the Contractor and/or Contractor's Subcontractor upon request and reasonable notice during the term of the Contract and Contract renewals/extensions. 44. Facility Security The City may prohibit entry to any secure facility, or remove from the facility, a Contract employee who does not perform his/her duties in a professional manner, or who violates the secure facility's security rules and procedures. The City reserves the right to search any person, property, or article entering its facilities. 45. Waiver of Breach A waiver by either party hereto of a breach of the other party hereto of any covenant or condition of this Contract shall not impair the right of the party not in default to avail itself of any subsequent breach thereof. Leniency, delay or failure of either party to insist upon strict performance of any agreement, covenant or condition of this Contract, or to exercise any right herein given in any one or more instances, shall not be construed as a waiver or relinquishment of any such agreement, covenant, condition or right. 46. Integration This Contract, along with the City of Yakima's RFP 12503P Printing Services and the Contractor's response to the Request for Proposals ("RFP"), represents the entire understanding of the City and Contractor as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. This Contract may not be modified or altered except in writing signed by both parties. 47. Force Majeure Contractor will not be responsible for delays in delivery due to acts of God, fire, strikes, epidemics, pandemics, war, riot, delay in transportation or railcar transport shortages, provided Contractor notifies the City immediately in writing of such pending or actual delay. Normally, in the event or any such delays (acts of God, etc.) the date of delivery will be extended for a period equal to the time lost due to the reason for delay. 48. Governing Law This Contract shall be governed by and construed in accordance with the laws of the State of Washington. 49. Venue The venue for any judicial action to enforce or interpret this Contract shall lie in a court of competent jurisdiction in Yakima County, Washington. 50. Authority The person executing this Contract, on behalf of Contractor, represents and warrants that they have been fully authorized by Contractor to execute this Contract on its behalf and to legally bind Contractor to all the terms, performances and provisions of this Contract. RFP 12503P Agreement Page 12 of 14 51. Notice of Change in Financial Condition If, during the Contract Term, the Contractor experiences a change in its financial condition that may affect its ability to perform under the Contract, or experiences a change of ownership or control, the Contractor shall immediately notify the City in writing. Failure to notify the City of such a change in financial condition or change of ownership or control shall be sufficient grounds for Contract termination. 52. Change or Notice Any alterations, including changes to the nature of the service, made to the Contract shall be rendered in writing and signed by both responsible parties; no changes without such signed documentation shall be valid. No alterations outside of the general scope and intent of the original Request for Proposals or in excess of allowable and accepted price changes shall be made. In no event shall the Contractor be paid or be entitled to payment for services that are not authorized herein or any properly executed amendment. Notice of Business Changes: Contractor shall notify the City in writing within three (3) business days of any change in ownership of the facilities of the Contractor or of the facilities of any subcontractor. The Contractor shall notify the City in writing as soon as possible, and in no event later than three (3) business days, after any decision by the Contractor to change or discontinue service that will affect services provided to the City under this Contract. The City shall have the right to renegotiate the terms and conditions of this Contract to the extent required to accommodate a change in governing law or policy that, in the sole discretion of the City, either subStantialli and unreasonably enlarges the Contractor's duties hereunder, or renders performance, enforcement or compliance with the totality of the Contract impossible, patently unreasonable, or unnecessary. Notices and demands under and related to this Contract shall be in writing and sent to the parties at their addresses as follows: TO CITY: Christina Payer, CPPB Buyer II City of Yakima Purchasing 129 North 2nd Street Yakima WA, 98901 TO CONTRACTOR: The Print Guys 101 N 3rd Ave Yakima, WA 98902 53. FTA Requirements and Changes The Contractor shall at all times comply with all applicable Federal Transit Administration (FTA) regulations, policies, procedures and directives. The Contractors failure to so comply shall constitute a material breach of this Agreement. 54. Federal Funding On the basis of the federal funding that may part of the funding for the goods and services provided by the Contractor under the Agreement, and to assure compliance with all federal regulations associated with services compensated with federal funds, in addition to the terms of the primary Agreement, upon notification and instruction by the ordering department, the Contractor must also comply with the specific provisions of Common Rule, the Office of Management and Budget (OMB) Circular A-102, which is fully incorporated herein. If there is any conflict between the terms expressed in the primary Agreement and those set forth in Circular A-102, the terms and conditions of Circular A-102 shall prevail. 55. Survival The foregoing sections of this Contract, 1-54 inclusive, shall survive the expiration or termination of this Contract in accordance with their terms. RFP 12503P Agreement Page 13 of 14 IN WITNESS WHEREOF, the parties hereto execute this Contract as of the day and year first above written. City Manager Date:76311 CONTRACT NO: 2v2•- 0 03 RESOLUTION N©" R-107-6'-0c 1. Attest: Cit+ Clerk List of Exhibits attached to this contract Exhibit A — Specifications Exhibit 13 — Cost Proposal (Compensation) THE PRINT GUYS By: Date: RFP 12503P Agreement Page 14 of 14 EXHIBIT A - SPECIFICATIONS EXCLUDING ATTACHMENT - SAMPLE CONTRACT City of Yakima NOTICE TO PROPOSERS RFP NO. 12503P Notice is hereby given by the undersigned that electronic sealed Requests for Proposals will be accepted via PublicPurchase.com until the hour of 2:00:00 PM PDT on October 16, 2025, RFPs will be publicly opened in Yakima City Hall, Council Chambers, 129 N. 2nd Street, Yakima, Washington 98901. At such time, Proposers names will be publicly read for: Printing Services Instructions to register with PublicPurchase.com are available at www.vakimawa.gov/services/purchasing. The City of Yakima reserves the right to reject any & all RFPs. The City hereby notifies all Proposers that it will affirmatively ensure compliance with WA State Law Against Discrimination (RCW chapter 49.60) & the Americans with Disabilities Act (42 USC 12101 et set.) The City of Yakima has established a Disadvantaged Business Enterprise (DBE) program in accordance with regulations of the Department of Transportation (DOT) 49 CFR Part 26. It is the policy of the City to ensure that DBE's, as defined in 49 CFR Part 26, have an equal opportunity to receive and participate in DOT - assisted contracts. The City's current goal proposes that 0% of all DOT funds expended in DOT -assisted contracts will be let to certified DBE firms that are available, willing, and able. The City of Yakima hereby notifies all proposers that it will affirmatively ensure that in any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full opportunity to submit proposals in response to this invitation and will not be discriminated against on the grounds of race, color, sex, sexual orientation, or national origin in consideration for an award." Dated September 15, 2025. Publish on September 18 & 20, 2025. Christina Payer, CPPB Buyer II YHR Acct. 11293 RFP 12503P Printing Services Page 1 of 52 CITY OF YAKIMA REQUEST FOR PROPOSALS 12503P PRINTING SERVICES COVER SHEET THIS IS NOT AN ORDER RFP Release Date: September 18, 2025 Proposal Receipt: The City's e-Procurement website, PublicPurchase.com, shall receive Proposals for the above referenced RFP. Proposers must first register with PublicPurchase.com. Register as early as possible and do not wait until the due date/time to upload your documents, as this may take some time. The City's solicitation management system will not accept electronic responses after 2:00:00 PM, with no exception. Proposals shall be firm for acceptance for ninety (90) days from the date of the public Proposal opening, unless otherwise noted. Purchasing For. City of Yakima 129 N 2nd Street Yakima, WA 98901 Buyer in charge of this procurement (Contact for further information): Christina Payer, CPPB Buyer II Proposals Must be completely uploaded by: October 16, 2025, 2:00:00 PM PDT Public Opening Phone E-Mail Address (509) 576-6696 Christina. paver@ vakimawa.eov PROJECT DESCRIPTION SUMMARY General printing services for various city departments. Including, but not limited to printing of letterhead, envelopes, business cards, carbonless forms (single and multipage), pamphlets, books and brochures. Enter Prompt Payment Discount: %net days We/I will complete delivery within days after receipt of order. Delivery Details: FOB Destination, Freight Prepaid, Inside Delivery required 0 I hereby acknowledge receiving addendum(a) (use as many spaces as addenda received) In signing this Proposal we also certify that we have not, either directly or indirectly, entered into any agreement or participated in any collusion or otherwise taken any action in restraint of free competition; that no attempt has been made to induce any other person or firm to submit or not to submit a Proposal; that this Proposal has been independently arrived at without collusion with any other Proposer, competitor or potential competitor, that this Proposal has not been knowingly disclosed prior to the opening of Proposals to any other Proposer or competitor; that the above statement is accurate under penalty of perjury. Furthermore, the Washington State Interlocal Cooperative Act (RCW 39.34) provides that other governmental agencies may purchase goods or services on this solicitation or contract in accordance with the terms and prices indicated therein if all parties agree. The City does not accept any responsibility or involvement in the purchase orders or contracts issued by other public agencies. We will comply with all terms, conditions and specifications required by the C'ty of Yakima in this Request for Proposal and all terms of our Proposal. Company Name ompany Address Name of Authorized Company Representative (Type or Print Title Phone ( ) Fax ( ) Signature of Above Date Email Address RFP 12503P Printing Services Page 2 of 52 TABLE OF CONTENTS I. DEFINITIONS 5 II. GENERAL INFORMATION 6 1. Introduction 6 2. Community Overview 6 3. Contracting Agency and Point of Contact 6 4. Ownership 6 5. Proprietary Information 7 6. Public Records Access 7 7. Requests for Public Disclosure 7 8. Retention of Rights 7 9. Clarifications and/or Revisions to Specification and Requirements 8 10. News Releases 8 11. Pre -Proposer Conference/Questions 8 12. Examining Documents & Facilities 8 13. Calendar of Events 8 14. Contract Term 9 15. Incurring Costs 9 16. No Obligation to Contract 9 17. Best Modern Practices 9 18. More or Less 9 19. Delivery/Completion 9 20. Delivery of Unapproved Substitutions 9 21. Published List Prices 9 III. PREPARING AND SUBMITTING A PROPOSAL 10 1. General Instructions 10 2. Organization and Format of Required Proposal Elements 10 3. Prohibition of Proposer Terms & Conditions 11 4. Submitting a Proposal 11 5. Multiple Proposals 12 6. Withdrawal of Proposals 12 IV. PROPOSAL REQUIREMENTS 12 1. Proposer Qualifications and Capabilities 12 2. Scope and Objectives 13 V. COST PROPOSAL 15 RFP 12503P Printing Services Page 3 of 52 1. General Instructions for Preparing Cost Proposals 15 2. Pricing and Discount 15 3. Prompt Payment 16 4. Price Clarifications 16 VI. EVALUATION AND CONTRACT AWARD 16 1. Preliminary Evaluation 16 2. Proposer Presentations/Scoring 16 3. Evaluation Criteria 16 4. RFP Evaluation 17 5. Award / Best and Final Offers 17 6. Tied Score 17 7. Tax Revenues 18 8. Offer in Effect for Ninety (90) Days 18 9. Notification of Intent to Negotiate/Intent to Award 18 10. Right to Reject Proposals and Negotiate Contract Terms 18 11. Protest Procedure 18 VII. PROPOSER QUESTIONNAIRE 20 VIII. PROPOSER REFERENCES 24 ATTACHMENT A — PRICE SHEET (Separate Attachment). 25 ATTACHMENT B — DEBARMENT AND SUSPENSION ATTESTATION FORM 26 ATTACHMENT C - SAMPLE INSURANCE 27 ATTACHMENT D - SAMPLE CONTRACT 30 ATTACHMENT E — FEDERAL FUNDING (2 CFR 200). 31 ATTACHMENT F - FEDERAL TRANSIT ADMINISTRATION (FTA) REQUIREMENTS 41 RFP 12503P Printing Services Page 4 of 52 . DEFINITIONS The following definitions mfterms shall apply, unless otherwise indicated: means the contact person listed onpage 2ofthis document. °City'means the City ofYakima, Washington. Also referred tmas"Owner°. "Contract" means written agreement between the "Owner" and the "Contractor" (or "Successful Proposer") that covers the delivery ofwork tmbeperformed subsequent tothis RFP. "Contract Manager" means the individual in the City of Yakima Purchasing Division (Buyer) responsible for managing this RFPand subsequent contractual issues. "Contractor" means a proposer that is awarded a Contract under this RFP and its employees orother personnel (including officers, agents and subcontractors) provided by the Contractor to perform work under this Contract. "0epmvtnmemt"means the City ufYakima, 0epmrtment/Oivis|on. "Execwtivm"means the City ofYakima City Manager °@wwmar"also referred tmasCity pfYakima. "Project Manager" means the individual in City of Yakima Departments/Divisions and/or an assigned individual from the Contractor responsible for administering day-to-day operational matters of the Contract. "Proposal" means the complete response of proposer submitted on the approved forms and setting forth the proposer'sprices for providing the services described inthe RFP. "Proposer" means any individual, company, corporation, or other entity that responds to this RFP. "RFP"means Request for Proposal. "SOW"means Statement ofWork. means any entity that enters into any agreement with the Contractor to fulfill the requirements RFP #12503P Printing Services II. GENERAL INFORMATION 1. Introduction The purpose of this Request for Proposal (RFP) is to provide interested parties with information to enable them to prepare and submit a proposal for Printing Services. The City of Yakima (referred to as "Owner" throughout this document), as represented by City Purchasing, intends to use the results of this solicitation to award a contract for such services. 2. Community Overview The City of Yakima, county seat of Yakima County, was incorporated in 1886 and is in central Washington State. It encompasses 28.7 square miles in an area of rich volcanic soil. The City is 145 miles southeast of Seattle, and 200 miles southwest of Spokane, Washington. The region is served by rail, highway and air transportation facilities, which have helped develop the City as the commercial and business center of Central Washington. With an estimated population of 97,390 for 2024. Yakima is the eleventh most populous city in Washington State. The City provides the full range of municipal services contemplated by charter or statute. These include public safety (police, fire, and building), public improvements (streets, traffic signals), sanitation (solid waste disposal, sanitary wastewater utility), water and irrigation utilities, transit, community development, parks and recreation, and general administrative services. The City of Yakima lies within Yakima County in the fertile Yakima River Valley. Apples, cherries, pears, grapes, and other fruits, plus a wide variety of field crops and vegetables make the Yakima Valley one of the top agricultural producing areas of the nation. There are over 400,000 acres of Agriculture zoned land within the County which produce over thirty types of fruits and vegetables. With its farm production base, the Yakima area is a major food processing region. Adding to the area's economy there are over 250 manufacturing firms in the Yakima area that produce a variety of products including wood and plastic products, packaging, produce and aircraft parts. 3. Contracting Agency and Point of Contact This RFP is issued by the City of Yakima Purchasing Division. The person responsible for managing this RFP process from beginning to end is the Buyer listed on page 2 of this solicitation. From the date of release of this RFP until a Notice of Intent to Award the Contract is issued, all contacts with Owners employees, and other personnel performing official business for the Owner regarding this RFP shall be made through the Buyer listed on page 2. Contact with other Owner personnel regarding this RFP is not permitted during the procurement process and violation of these conditions may be considered sufficient cause for rejection of a Proposal and disqualification of the Proposer. 4. Ownership All material produced as a result of this Contract shall be the exclusive property of the City. Additionally, the City RFP 12503P Printing Services Page 6 of 52 shall have unrestricted authority to reproduce, distribute, and use any submitted report, template, data, or material, and any associated documentation that is designed or developed and delivered to the Agency as part of the performance of the Contract. 5. Proprietary Information Any consideration of proprietary information is the responsibility of the Proposer to object to through the courts following third party notice, not the Owner (City). All information submitted in response to a request for public disclosure will be handled in accordance with applicable Owner procurement regulations and the Washington State Public Records Act (RCW 42.56 et seq.). It is the Proposer's responsibility to defend the determination in the event of an appeal or litigation. Unless otherwise noted, data contained in a proposal, all documentation provided therein, and innovations developed as a result of the contracted commodities or services cannot be copyrighted or patented. All data, documentation, and innovations become the property of the Owner. 6. Public Records Access It is the intention of the Owner to maintain an open and public process in the solicitation, submission, review, and approval of procurement activities. Proposal openings are public. 7. Requests for Public Disclosure Washington State Public Disclosure Act (RCW 42.56 et seq.) requires public agencies in Washington to promptly make public records available for inspection and copying unless they fall within the specified exemptions contained in the Act, or are otherwise privileged. All documents submitted in relation to this Specification shall be considered public records and, with limited exceptions, will be made available for inspection and copying by the public. It is the intent of the Owner (City) to post all RFP responses online and available to the public after the contract is signed. Marking the entire submittal as "confidential" or "proprietary" is not acceptable and is grounds to reject such submittal. If, in the Owner's opinion, the material is subject to disclosure, the Owner will notify Proposer of the request and impending release which will allow the Proposer 10 days from notice to take whatever action it deems necessary to protect its interests. All expense of such action shall be borne solely by the Proposer, including any damages, attorney's fees or costs awarded by reason of having opposed disclosure and Proposer shall indemnify Owner against same. If the Proposer fails or neglects to take such action within said period, the Owner will release all materials deemed subject to disclosure. Submission of materials in response to this solicitation shall constitute assent by the Proposer to the foregoing procedure and the Proposer shall have no claim against the Owner on account of actions taken pursuant to such procedure. 8. Retention of Rights The Owner retains the right to accept or reject any or all proposals if deemed to be in its best interests. All proposals become the property of Owner upon receipt. All rights, title and interest in all materials and ideas prepared by the proposer for the proposal to Owner shall be the exclusive property of Owner and may be used by the Owner at its option. RFP 12503P Printing Services Page 7 of 52 9. Clarifications and/or Revisions to Specification and Requirements If a Proposer discovers any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in this solicitation, the Proposer has an affirmative duty to immediately notify the Buyer of such concern and request modification or clarification of the RFP document. Unless instructions are specifically provided elsewhere in this document, any questions, exceptions, or additions concerning the subject matter of the RFP document(s) shall not be considered unless submitted via e-mail (no phone calls) to the Buyer listed on page 2, a minimum of five business (5) days prior to the submittal due date. In the event that it becomes necessary to provide additional clarifying data or information, or to revise any part of this RFP, supplements or revisions will be provided to all known Proposers in the form of an Addendum. All Addenda are posted on www.vakimawa.gov/services/purchasing and www.publicpurchase.com and/or sent directly to interested parties who have registered for updates to this RFP. If any requirements of the RFP are unacceptable to any prospective Proposer, they may choose not to submit a proposal. 10. News Releases News releases pertaining to the RFP or to the acceptance, rejection, or evaluation of Proposals shall not be made without the prior written approval of the Buyer listed on page 2. 11. Pre -Proposer Conference/Questions There will be no Pre -Proposer Conference for this service. However, Proposers may ask questions from the Buyer listed on page 2. Questions will be received until 5:00 PM PDT, October 2, 2025, and will be answered via addendum by October 9, 2025. 12. Examining Documents & Facilities The Proposer is hereby advised that by submitting a Proposal, he/she is deemed to have studied and examined all facilities and all relevant documents and acknowledged all requirements contained herein before proposing. 13. Calendar of Events Listed below are important dates and times by which actions related to this RFP may be completed. In the event that the Owner finds it necessary to change any of these dates and times it will do so by issuing an addendum to this RFP. DATE September 18, 2025 October 2, 2025 October 9, 2025 October 16, 2025, 2:00:00 PM PDT November 15, 2025 _ EVENT I RFP Issuance ! Due date for written questions Addenda -Written answers provided (target) Proposals Due Anticipated Contract Start Date (On or before) The schedule of events after the Proposal due date will be handled as expeditiously as possible, but there is not a set schedule. An Evaluation Team will be formed to evaluate proposals and may choose to interview Proposers or make site visits. Every effort will be made to notify short-listed proposers of important post -opening dates. RFP 12503P Printing Services Page 8 of 52 14. Contract Term See Section 3 of Contract. 15. Incurring Costs The Owner is not liable for any cost incurred by a Proposer in the process of responding to this RFP including but not limited to the cost of preparing and submitting a response, in the conduct of a presentation, in facilitating site visits or any other activities related to responding to this RFP. 16. No Obligation to Contract This RFP does not obligate the Owner to contract for service(s), or product(s) specified herein. Owner reserves the right to cancel or reissue this RFP in whole or in part, for any reason prior to the issuance of a Notice of Intent to Award. The Owner does not guarantee to purchase any specific quantity or dollar amount. Proposals that stipulate that the Owner shall guarantee a specific quantity or dollar amount will be disqualified (e.g. "all -or - none".) 17. Best Modern Practices All work, including design, shall be performed and completed in accordance with the best modern practices, further, no detail necessary for safe and regular operation shall be omitted, although specific mention thereof may not be made in these specifications. 18. More or Less Quantities are estimated only and shall be bid on a MORE OR LESS basis. For the purpose of comparison, bid proposals shall be made in the quantities listed in this specification. Listed quantities shall not be considered firm estimates of requirements for the year, nor shall the City be bound or limited to quantities listed. Payment will be made only for quantities actually ordered, delivered, and accepted, whether greater or less than the stated amounts. 19. Delivery/Completion Each proposer is required to list on the Cost Proposal form the number of calendar days he/she expects delivery to be made at the destination, in terms of time interval, following placement of each order. Time of delivery is important and will be considered in the evaluation of the Proposals. Failure to include a specific number of calendar days may be sufficient grounds for rejection of Proposal. 20. Delivery of Unapproved Substitutions Contractors are authorized to ship only those items ordered covered by the contract. If a review of orders placed by the City reveals that an item other than those covered by and specified in the contract have been ordered and delivered, the Purchasing Manager will take such steps as are necessary to have the item(s) returned to the Contractor at no cost to the City, regardless of the time elapsed between the date of delivery and discovery of the violation. 21. Published List Prices If applicable, a copy of your published list prices shall be included in the Proposal package. Each Proposer shall bid a percentage discount based on this published list in the space provided on the Price/Cost Sheet. It is understood that the discount quoted on this Proposal shall be based on the attached published list price and these shall be the prices paid during the life of the contract. RFP 12503P Printing Services Page 9 of 52 III. PREPARING AND SUBMITTING A PROPOSAL 1. General Instructions The evaluation and selection of a Contractor will be based on the information submitted in the Proposal plus references, and any on -site visits or best and final offers (BAFOs) where requested. Failure to respond to each of the requirements in the RFP may be the basis for rejecting a Proposal. 2. Organization and Format of Required Proposal Elements Proposers responding to this RFP must comply with the following format requirements. The Owner reserves the right to exclude any responses from consideration that do not follow the required format as instructed below. Proposals shall be organized and presented in the order and by the numbers assigned in the RFP with each heading and subheading should be separated by tabs or otherwise clearly marked. Tab 1- Table of Contents Provide a table of contents for the Proposal. Tab 2 - RFP Cover Sheet Complete and sign the Cover Sheet, which is page 2 of this RFP solicitation. Tab 3 -Transmittal Letter The transmittal letter must be written on the Proposer's official business stationery and signed by an official authorized to legally bind the Proposer. Include in the letter: 1) Name and title of Proposer representative; 2) Name, physical and mailing address of company; 3) Telephone number, fax number, and email address; 4) RFP number and title; 5) A statement that the Proposer believes its Proposal meets all the requirements set forth in the RFP; 6) A statement acknowledging the Proposal conforms to all procurement rules and procedures articulated in this RFP, all rights terms and conditions specified in this RFP; 7) A statement that the individual signing the Proposal is authorized to make decisions as to the prices quoted and that she/he has not participated and will not participate in any action contrary to the RFP, 8) A statement that the Proposer will be making a number of representations outside of its formal Proposal document in, possibly, discussions, presentations, negotiations, demonstrations, sales or reference material and other information -providing interactions and as such hereby warrants that the Owner can rely on these as inducements into any subsequent contract, and be made a part thereof Tab 4 - Response to Proposer Qualifications and Capabilities Provide a point -by -point response to each requirement specified in Section IV, No. 1 of this RFP. Responses to requirements must be in the same sequence and numbered as they appear in this RFP. Tab 5- Response to Scope and Objectives Provide a point -by -point response to each requirement specified in Section IV, No. 2 of this RFP. Responses to requirements must be in the same sequence and numbered as they appear in this RFP. RFP 12503P Printing Services Page 10 of 52 Tab 6— Sample Contract and Terms and Conditions The Sample Contract provided with this RFP represents the terms and conditions which the Owner expects to execute in a contract with the successful Proposer. Proposers must accept or submit point -by -point exceptions alone with proposed alternative or additional language for each point. The Owner may or may not consider any of the Proposer's suggested revisions. Any changes or amendment to any of the Contract Terms and Conditions will occur only if the change is in the best interest of the Owner. Tab 7 — Required Forms The following forms shall be completed and submitted with Proposal. The list below may not be all inclusive. Be sure to read the entire Request for Proposal and submit all documents that are required. Failure to complete and/or provide any required forms may result in disqualification of proposal, including, but not limited to: • Cover Sheet — Page 2 • Proposer Questionnaire — Pages 20-23 • Proposer References —Page 23 • Debarment and Suspension Attestation — Page 26 Tab 8 - Cost Proposal as identified in Section V. Provide all cost information according to the instructions provided. Include all costs for furnishing the product(s) and/or service(s) included in this proposal. Identify all assumptions. Proposer must complete and submit Attachment A — Price Sheet. Also include on a separate sheet under this tab a list of all Optional Services and the price for each service. If service is not provided, please state so. Failure to provide any requested information in the prescribed format may result in disqualification of the Proposal. Prohibition of Proposer Terms & Conditions A Proposer may not submit the Proposer's own contract terms and conditions in a response to this RFP. If a proposal contains such terms and conditions, the City, at its sole discretion, may determine the proposal to be a nonresponsive counteroffer, and the proposal may be rejected. 4. Submitting a Proposal Proposals shall be completely uploaded into Public Purchase.com no later than the date and time listed on Page 2 of this RFP. If you try to submit a Proposal Late, the electronic system will not receive it. Late Proposals will not be accepted or evaluated. If City Hall is closed for business at the time scheduled for opening, for whatever reasons, Proposer's response will be accepted and opened on the next business day of the City, at the originally scheduled hour. Proposers must submit their response electronically through PublicPurchase.com where they will be kept in an electronic lockbox until date and time of opening. To register as a Vendor/Proposer with Public Purchase, go to www.publicpurchase.com or the City of Yakima website at www.vakimawa.gov/services/purchasing. The City is RFP 12503P Printing Services Page 11 of 52 not responsible for late proposals due to operator error, electronic malfunction, system errors or interruptions affecting the Public Purchase site and the processing of any proposals. The Purchasing Manager reserves the right to make exceptions for extenuating circumstances. Any sections deemed by proposer to be confidential per Washington State Public Disclosure Act (RCW 42.56 et seq.) shall be separated from the main document and uploaded to Public Purchase in a separate file marked "confidential". All other sections of the response shall be made available to the public immediately after contract signing. All materials required for acceptance of the Proposal by the deadline must be uploaded to Public Purchase. 5. Multiple Proposals Multiple Proposals from a Proposer will be permissible; however, each Proposal must conform fully to the requirements for proposal submission. Each such Proposal must be submitted separately and labeled as Proposal #1, Proposal #2, etc. on the first page of their response. 6. Withdrawal of Proposals Proposers may withdraw or supplement a proposal at any time up to the proposal closing date and time. If a previously submitted proposal is withdrawn before the proposal due date and time, the Proposer may submit another proposal at any time up to the proposal closing date and time. After proposal closing date and time, all submitted Proposals shall be irrevocable until contract award. IV. PROPOSAL REQUIREMENTS The Proposer must satisfy the following requirements in Section IV 1 & 2 at no additional cost to the Owner. Provide a point -by -point response and/or submit requested information to each requirement specified in item numbers 1 & 2 below. Responses to these sections will be scored. Responses that fail to meet the mandatory requirements shall be deemed non -responsive. If Proposer feels the Proposal Requirements are proprietary, contact the Buyer listed on the Cover Sheet to determine if requirements should be changed. 1. Proposer Qualifications and Capabilities The purpose of this section is to provide the Owner with a basis for determining a Proposer's qualifications and capabilities to undertake this Contract. a. Organizational Experience Proposer must have at least three (3) years of experience in successful print shop operations. The majority of staff involved within the scope of this project must have at least two (2) years of experience in print shop operations. i. Describe your company's years of experience providing services like those required by this RFP to customers of comparable size, scope and circumstance. ii. Provide an organizational chart for your company and include an issue escalation process used to resolve any potential issues between the Owner and the Contractor during the Contract term. RFP 12503P Printing Services Page 12 of 52 b. Staff Qualifications i' Identify the Project Manager that will be the main contact person assigned to this account. The Project Managerwill bethe primary pointof contact for Owner and must be availableon an as -needed basis. Describe hmvv the Project Manager will guarantee availability to Owner during the entire duration ofthe contract. Attach a brief resume with any pertinent licenses or accreclitations and give at least one (1) example of a project where the staff provided similar services to an organization with needs like those described inthis RFP. ii. Identify additional key personnel from your company that will be assigned to this contract, including their current job title and the role they will play in this contract. For each staff member, attach a brief resume with any pertinent licenses w,accreditadons and give at least one (1) example of project where the staff provided similar services to an organization with needs like those described in this RFP. iii' Identify the Account Manager who will be handling all invoices and billing and will serve as the main point mfcontact for this contract. iv. If any of these contacts change during the contract term, the Contractor shall verbally notify the Owner within twenty-four (24) hours of change and follow up in writing within five (5) business days of the date of change. m. Financial Capability to perform contract Proposer shall submit either a current Financial Review or Compilation Report by a CPA firm, which is not to be older than one (1) year, or a Financial Statement from their bank asserting that Contractor has the Financial Capability to perform this contract. Owner reserves the right to use other means to substantiate Financial Capability, e.g.D&8reports, BBB, orother means. d. Electronic Capabilities The City is interested in streamlining the process of ordering business staples such as letterhead, envelopes, business cards etc. Electronic ordering for departments is desirable and encouraged. Vendors shall detail any electronic ordering capabilities and include any software available for evaluation purposes. Electronic ordering will bedone bycredit card. 2. Scope and Objectives The purpose of this section is to provide the Owner with a basis for determining ifaProposer can meet the scope and objectives ofthe contract. Proposer istoindicate whether they can meet each requirement below. Responses tuthis Section will bescored. One or multiple vendors may beselected tmfurnish printing services on an "as needed basis". Services may include, but not belimited tothe printing of: * Books w Door Hangers � Brochures * Envelopes w Business Cards * Engineering Drawings/Posters * [arbon|essFmrms 0 Letterhead (single and multipage) QF912503PPrinting Services Page 13of52 a. Location. This service may require rush jobs, face-to-face service by both parties, in -person pick-ups and deliveries. For this reason, it is preferred that Proposers be located within 10 miles of the City of Yakima. b. Order Placement. Most orders will be placed using a purchase order. The purchase order will detail the quantity, the work to be done, the unit or lot price, and an actual approved sample (proof) of the printed material and other pertinent information. The purchase order will also state the exact inside delivery address and a contact name. City departments may also use a procurement card to place orders and not use a purchase order. Vendors must state, in Section VII Proposer Questionnaire, if credit cards (Visa) are accepted. Vendors are hereby cautioned that the City is not responsible for any orders placed without a signed purchase order or City procurement card information. c. Order Delivery. Vendors must be able to deliver all orders within five (5) business days after receipt of a purchase order and/or signed proof. These deliveries shall include multiple locations within the city and will normally require inside desktop delivery. No order shall be delivered to any other location than what is shown on the purchase order unless prior arrangements have been made. City personnel using credit cards shall also receive orders within this timeframe. On large or complex projects, a mutually agreeable timeframe will be negotiated. Each ordering division will determine delivery days/times at the time of order placement. City Hall lobby hours are Monday through Friday (excluding holidays), 8:30am-4:30pm. d. The successful vendor(s) will be required to set up separate accounts for each City Division. e. The successful vendor(s) will be responsible for providing all labor, equipment, material and consumables necessary to produce printed material by copying and/or offset printing. f. Print service orders will be placed by various city departments on an "as needed" basis. The city will not be obligated to any minimum or maximum quantities. g. For each print job, the successful vendor(s) will be responsible for matching styles, print position, logos, and ink colors. h. Prospective vendor(s) should have the capability to receive and reproduce text, including work processing compatible graphics via electronic files (email, internet, disk or drive). The city generally uses Microsoft Office and Adobe products. Contractor(s) must be able to produce copies from all MS Office and Adobe file formats. 1. All work completed will be subject to inspection and approval by the ordering department. The city reserves the right to reject and refuse acceptance of work, which is not in accordance with the instructions, specifications, drawings, data or quality standards. Rejected work shall be at the expense of the contractor. The city reserves the right to reject any job within five (5) days of receipt, if the city deems the job to be below acceptable quality. RFP 12503P Printing Services Page 14 of 52 k. Printing errors for which the contractor is responsible shall be corrected, to the satisfaction of the requesting city department, at no additional cost. Errors for which the city is responsible shall be corrected at the city's expense. I. Under/Over Runs. Under -runs will not be accepted. Over -runs will be accepted at no additional cost to the city. The contractor(s) will be responsible for the expense incurred. m. Vendor Mobility. The successful vendor(s) will be required to be mobile during the term of this agreement. This mobility will include, but not be limited to, trips to various Departments within Yakima City government so as to obtain samples, drop off proofs, select paper color etc. The successful vendor(s) may work out their own schedule and make appointments as necessary. Every effort will be made to place contacts and phone numbers on the purchase order when issued. n. Artwork, Negatives, Plates. The City of Yakima shall retain all rights and possession to any of the following, but not limited to, artwork, negatives, plates, typesetting etc. collectively called "Property". This property shall be presented to the City on demand only by the City office that is related to the specific property. This will include graphics and artwork produced by the vendor to meet the needs of specific city jobs. This artwork will be provided to City offices in digital formats that can be read, altered, or utilized on an IBM platform computer. Formats include, but are not limited to, jpg, .tiff, .gif, .psd, and .bmp. These files will be provided in an open format that can be utilized by City users for web publishing, printed materials in house, and manipulation into other graphics created by the City. o. Proofs. The successful vendor(s) shall supply proofs of all work prior to starting. These proofs shall be signed off by the using department and returned to the vendor. The City shall not be responsible for mistakes in printing if no proof is signed, dated and returned with the purchase order. The successful vendor(s) shall assume all risk for errors if no signed proof is submitted. p. The purpose of this solicitation is to establish a firm -fixed price contract. This contract will also include a percentage discount off catalog price for items not specifically listed. V. COST PROPOSAL 1. General Instructions for Preparing Cost Proposals Proposer must submit a cost proposal under Tab 8 of their proposal. If proposer agrees to allow other governmental agencies to purchase goods or services from the awarded Contractor under the resulting contract, price accordingly so other jurisdictions can perform an apples -to -apples comparison for their resulting contract. 2. Pricing and Discount Proposer must complete and submit Attachment A — Price Schedule. The pricing as requested shall include but not be limited to, the price of all paper, labor, materials, artwork, negatives, production costs, delivery and any other associated costs necessary for the completion of a given printing project. The City shall not warehouse paper nor be required to purchase minimum quantities to fulfill an order. RFP 12503P Printing Services Page 15 of 52 The Owner qualifies for governmental discounts. Unit prices shall reflect these discounts. Unit prices shown on the proposal or contract shall be the price per unit of sale (e.g., hour, ea.) as stated on the requestor contract. For any given item, the quantity multiplied by the unit price shall establish the extended price, the unit price shall govern in the proposal evaluation and contract administration. 3. Prompt Payment Proposers are encouraged tooffer a discount for prompt payment ofinvoice. Please indicate your discount proposal onpage 2nfthis document. |fawarded bvthe City, period ofentitlement begins only after: a. Receipt ofaproperly completed invoice b. Receipt ofall supplies, equipment orservices ordered c. Satisfactory completion ofall contractual requirements 4. Price Clarifications The Owner reserves the right to clarify any pricing discrepancies related to assumptions on the part of the Proposers. Such clarifications will be solely to provide consistent assumptions from which an accurate cost comparison can be achieved. VI. EVALUATION AND CONTRACT AWARD 1. Preliminary Evaluation All Proposals shall beevaluated against the same standards. The Proposals will first bereviewed todetermine if they contain the required forms, follow the submittal instructions and meet all mandatory requirements. Failure to meet mandatory requirements will result in proposal rejection as non -responsive. In the event that NO Proposer meets specified requirement(s), the Owner reserves the rightto continuethe evaluation of the proposals and to select the proposal most closely meetingthe requirements specified in this RFP, or not select any proposals. 2. Proposer Based on evaluation of the written proposals by the Evaluation Team on the stated criteria, an estimateoftwoto four top scoring proposals may bwuhort-Usted. Short-listed Proposers may 6erequired toparticipate ininterviews and/or site visits to support and clarify their Proposals if requested by the Evaluation Team. The Evaluation Team will make every reasonable attempt to schedule each presentation at a time and location agreeable to the Proposer. Failure of a Proposer to interview or permit a site visit on the date scheduled may result in rejection of the Pnopose/mProposal. Should the Evaluation Team request any oral presentations or demonstrations from one or more of the short- listed proposers, the Evaluation Team will review the initial scoring and make adjustments based on the information obtained in the ora I presentation or demonstration and site visits and to determine final scoring. 3. Evaluation Criteria The proposals will be scored using the following criteria: RFP12SO3PPrinting Services Page 16of52 Item No. Description Proposer Qualifications & Capabilities (Demonstration o1 adequate experience, qualifications & industry experience)., Scope and Objectives (Understanding of the City's needs and approach to completing identified scope of work). Max Points 0 25 Location .5 Cost (weighted score) 30 References Pass/Fail TOTAL POSSIBLE POINTS 100 The cost proposal section shall receive a weighted score, based upon the ratio of the lowest proposal to the highest proposal. The lowest cost Proposal will receive the maximum number of points available for the cost category and other proposals will be scored accordingly. Results of reference checks will be used to clarify and substantiate information in the written proposals. The reference results shall then be considered when scoring the responses to the requirements in the RFP. The points stated above are the maximum amount awarded for each category. The evaluation process is designed to recommend award of this procurement to the proposal that is the best value of the Owner, not necessarily the lowest cost Proposal. 4. RFP Evaluation Evaluation of proposals shall be based on conformity to the specifications, cost, past experience and performance with the City and other agencies, manufacturers past performance with the City and other agencies, proposed manufacturer's service availability, parts availability, equipment design and functionalism and effect on productivity and bidder's supporting documentation. Award / Best and Final Offers The Buyer will compile the final scores for all sections of each responsive proposal. The award will be granted in one of two ways. The Evaluation Team's Recommendation of Award may be granted to the highest scoring responsive Proposal and responsible Proposer. Alternatively, Proposers with the highest scoring proposer or proposers may be requested to submit Best and Fin& Offers. If Best and Final Offers are requested by the Evaluation Team and submitted by the Proposer, they will be evaluated against the stated criteria, scored and ranked by the evaluation committee. The Intent to Negotiate then will be granted to the highest scoring Proposer. However, a Proposer should not expect that the Owner will request a Best and Final Offer. 6. Tied Score In case of a tied score, recommendation of award will go to the firm who was favored by the majority of the Evaluation Team members, according to their score. The Evaluation Team shall then offer an "Intent to Negotiate RFP 12503P Printing Services Page 17 of 52 and/or Intent to Award" the final contract with the successful Proposer and the decision to accept the award and approve the resulting contract shall be final. 7. Tax Revenues RCW 39.30.040 allows the City to consider the tax revenue that is generated by a purchase of supplies, materials, and equipment, including those from a local sales tax or from a gross receipts business and occupation tax, it determining which bid proposal is the lowest, after the tax revenue has been considered. 8. Offer In Effect for Ninety (90) Days A Proposal may not be modified, withdrawn or canceled by the proposer for a ninety (90) day period following the deadline for proposal submission as defined in the Calendar of Events, or receipt of best and final offer, if required, and Proposer so agrees in submitting the proposal. 9. Notification of Intent to Negotiate/Intent to Award Proposers will be notified in writing of the Owner's Intent to Negotiate and/or Intent to Award the contract resulting from this RFP. 10. Right to Reject Proposals and Negotiate Contract Terms The Owner reserves the right to negotiate the terms of the contract, including the award amount, with the selected Proposer prior to entering into a contract. If substantial progress is not made in contract negotiations with the highest scoring Proposer, the Owner may choose to cancel the first Intent to Negotiate and commence negotiations with the next highest scoring Proposer. 11. Protest Procedure Any protest must be made in writing, signed by the protestor, and state that the Proposer is submitting a formal protest. The protest shall be filed with the City of Yakima Purchasing Manager at 129 No. 2nd St., Yakima, WA 98901, or by fax: 509-576-6394 or email to: rudv.silva@vakimawa.gov. The protest shall clearly state the specific factual and legal ground(s) for the protest, and a description of the relief or corrective action being requested. Protests based on specifications/scope of work, or other terms in the RFP shall be filed at least five (5) calendar days before the solicitations due date, and protests based on award or after the award shall be filed no more than five calendar (5) days after Award Announcement (see below for details). The following steps shall be taken in an attempt to resolve the protest with the Proposer: Step I. Purchasing Manager and Division Manager of solicitation try resolving matter with protester. All available facts will be considered and the Purchasing Manager shall issue a written decision. Step II. If unresolved, within three (3) business days after receipt of written decision, the protest may be appealed to the Department Head by the Purchasing Manager. Step III. If still unresolved, within three (3) business days after receipt of appeal, the protest may be appealed to the Executive (or his designee). The Executive shall make a final determination in writing to the Protester. Award Announcement Purchasing shall announce the successful Proposer via Website, e-mail, fax, regular mail, or by any other RFP 12503P Printing Services Page 18 of 52 appropriate means. Once the Intent 10Negotiate ioreleased byPurchasing, the protest time frame begins. The timeframe is not based upon when the Proposer received the information, but rather when the announcement is issued by Purchasing. Award Regardless ofProtest When avvrdtan protest against making an award is received, the award shall not be made until the matter is resolved, unless the Owner determines that one of the following applies: * The supplies orservices to be contracted for are urgently required; * Delivery or performance will be unduly delayed by failure to make award promptly; ° Aprompt award will otherwise bnadvantageous 1mthe Owner. If the award is made, regardless of a protest, the award must be documented in the file, explaining the basis for the award. Written notice of the decision to proceed shall he sent to the protester and others who may be concerned. The Owner retains the right toenter into any contract and nothing herein shall be construed tolimit that authority |nany manner. RFP12SO3PPrinting Services Page 19of52 VII. PROPOSER QUESTIONNAIRE Page 1 of 4 INSTRUCTIONS: Provide the requested information, sign and date. If the Owner requires further description, the Owner may request Proposer to provide such information within a mandatory due date. You must submit this completed form to the Owner with your Proposal. Failure to submit this form fully complete may result in disqualification of Proposal. PROPOSER INFORMATION Proposer's Legal Name: Company's dba: (if applicable) CEO/President Name: Business License No. UBI No. Federal Credit Cards (Visa) accepted? EIN No. Yes No Phone ( ) Toll Free Phone ( ) FAX ( ) E-Mail Address Mailing Address City State Zip + 4 Physical Address City State Zip + 4 Name the person to contact for questions concerning this proposal. Name Title Phone ( ) Toll Free Phone ( FAX ( ) E-Mail Address Mailing Address City State Zip + 4 Physical Address City State Zip + 4 RFP 12503P Printing Services Page 20 of 52 PROPOSER: PROPOSER QUESTIONNAIRE Page 2 of 4 OWNERSHIP Is your firm a subsidiary, parent, holding company, or affiliate of another firm? Yes: No: Please explain: FINANCIAL RESOURCES AND RESPONSIBILITY VVithin the previous five years, has your firm been the debtor of a bankruptcy? Please explain Yes: No: Is your firm in the process of or in negotiations toward being sold? Please explain Yes: No: Within the previous five years, has your firm been debarred from contracting with any local, state, or federal govemment contract? Yes: Please explain No: Within the previous five years, has your firm been determined to be a non -responsible bidder for a proposal for any government contract? Yes: Please explain No: Within the previous five years, has a governmental or private entity terminated your firm's contract prior to contract completion? Yes: No: Please explain Within the previous five years, has your firm used any subcontractor to perform work on a government contract when that subcontractor had been debarred by a governmental agency? Yes: No: Please explain RFP 12503P Printing Services Page 21 of 52 PROPOSER: PROPOSER QUESTIONNAIRE Page 3 of 4 DISPUTES Within the previous five years, has your firm been the defendant in court on a matter related to any of the following? • Payment to subcontractors? Yes: No: Please explain • Work performance on a contract? Yes: No: Please explain Does your firm have any outstanding judgments pending against it? Please explain Yes: No: Within the previous five years, has your firm been assessed liquidated damages on a contract? Yes: Please explain No: Has your firm received notice of and/or in litigation about patent infringement for the product and/or service that your firm is offering to the County? Yes: Please explain No: COMPLIANCE Within the previous five years, has your firm or any of its owners, partners, or officers, been assessed penalties or found to have violated any laws, rules, or regulations enforced or administered by a govemmental entity? This does not include owners of stock if your firm is a publicly traded corporation. Yes: No: Please explain License(s) are required to perform the services sought by this solicitation. Within the previous five years, has your firm had a license suspended by a licensing agency or been found to have violated licensing laws? Yes: Please explain No: RFP 12503P Printing Services Page 22 of 52 PROPOSER: PROPOSER QUESTIONNAIRE Page 4 of 4 BUSINESS INTEGRITY Is a governmental entity or public utility currently investigating your firm for false claims or material misrepresentations? Yes: No: Please explain Within the previous five years, has a governmental entity or public utility determined your firm made a false claim or material misrepresentation? Yes: Please explain No: Within the previous five years, has your firm or any of its owners, partners or officers been convicted of a crime involving the bidding on a government contract, the awarding of a government contract, the performance of a government contract, or of a crime of fraud, theft, embezzlement, perjury, bribery? This does not include Owners of stock if your firm is a publicly traded corporation. Yes: No: Please explain RFP 12503P Printing Services Page 23 of 52 VIII. PROPOSER REFERENCES Provide at least three (3) references for organizations with whom your company has provided similar services over the last three (3) years. Include a clear and concise description of the project. The Owner will determine which, if any, references are contacted to assess the quality of work performed. The results of any reference checks will be provided to the Selection Team for this RFP and will be used when scoring the written proposal. 1) Company Name Address (include Zip + 4) Contact Person Phone No. Email address Describe experience with reference: 2) Company Name Address (include Zip + 4) Contact Person Email address Describe experience with reference: Phone No. 3) Company Name Address (include Zip + 4) Contact Person Email address Describe experience with reference: Phone No. RFP 12503P Printing Services Page 24 of 52 ATTACHMENT A — PRICE SHEET (Separate Attachment). RFP 12503P Printing Services Page 25 of 52 ATTACHMENT - OEBARIVIENT AND SUSPENSION ATTESTATION FORM 129 North 2''-1 Street Yakima, Washington (509) 57 93 DEBARMENT AND SUSPENSION ATTESTATION If this Contract Qualifies as a covered transaction under federally funded grant requirements. the Contractor certifies compliance 'with the following, 1. Neither the Contractor, its principals (as defined in 2 CFR 1 C1,.S 3 . nor'i'ts affiliates (as defined in 2 CFR §180.905) are excluded or disqualified as specified in 2 CFR §:BO.940 and §1,30.945. 2. The Contractor agrees to comply with the requirements of 2 CFR Part 130, Subpart C, as adopted and supplemented by 2 CFR Part 200 (Uniform Administrative Requirements,. Cost Principles, and Audit Require+nent5 for Federal Awards), and further ensures that any Tower - tier covered transactions entered into as part of this Contract will include a requirement for compliance: with these regulations. 3. The ded'armentand exclusion status of ent Iles can be verified et:at The Contractor hereby certifies that all information provided in this attestation is true, accurate, and` complete to the best of their knowledge and acknowledges that this representation is e material fact upon which the City of Yakima reties. The Contractor afiirrr 5 its con r atrnent to rerrai a E: f; k) cevr piiar ce with the requirements of 2 CFR Part'1&0, Subpart C, and Off applicahie federal regulations thrcughoutth-e duration of this Contract and to require compliance in alti fiver -tier covered transactions. Furthermore, if it i,iveredtha't the Contractor°kno•wingiy provided false certification, the City of Yakima and the Federal Government may pursue all available remedies, including, but not limited to, suspension or debarment Signed this day of Contractor's Name Name and Title of Authorized Representative Signature of Authorized Representative IXT�i�iah 0 s'5OtI 5r5-coot r 1:50 n_63v."„ E o rciY yaakunnayu'a. go w ssweqs.r lima aia,gott'ser icesistutch:tsir7g Cast Modified. it/Ss/2a RFP 12503P Printing Services Page 26 of 52 ATTACHMENT C - SAMPLE INSURANCE Con° CERTIFICATE OF LIABILITY INSURANCE DATE IIINDO VYY) JRRENT DATE THUS CERTIFICATE 1S ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER. IMPORTANT; If the cordflcat, holder Ls an ADDITIONAL INSURED, the poUcy(bs) must have ADDRIONAL INSURED provisions or be endorsed. H SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder In lieu of such endotsement(e). FROOUCER INSURANCE AGENT ISSUING CERTIFICATE I�e1 INSIiRANCE AGENT INFORMATION ya rsn• I WC. Non: lA.DMOA4tlE6s: IN5YaMRlil AFFORDING COVERAGE NATO e mum A•VIII OR BETTER. ADMITTED CARRIER F OUREO Entity tnsured Address MILDER 9. MILKER C MURIA D MEURER E . pQURER F' • L.VVGRMVG.i THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIR[MFNT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE NAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN I5 SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONNTIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS on MPG OF NOP.PAwa Vlia Iwo FOUL= NUY888 PDAIXWYTY1 Cr YY'V1 LNA175 A X ccoarbROULOFKR.' UADLITT POLICY NUMBER START DATE STOP DATE EACHOCCURRCNDE 1 2.000.000 LY11IA4L!U1R.VIW FRrMtr C?ni,... a n,ei i 100.000 J CANDELA E p OCCA WO LAP IA..r are cans,') { 5.000 PraiooILALaany rummy i 1.0130.000 GENERA AGGRF.JITF 12,000.000 GENL AGGREGL�ATE L: Mr APPIIS PER POLICY I:J7 riTer ED LOC OTHER' PRGO.JCTS-COYH'OPADO 1 2.000,000 A AUIOaGWLEWSafrT X _ Arr ALTO CONED AJTOS OV.r IaRLO AJTO9 OALY - _ _ sGNEDUL60 AUTOS 81N-DATEO W AU TOS Or POLICY NUMBER START DATE STOP DATE ,,Fo,,.a.nwb1 rtaUl s 2.000.000 900Lr !NARY (For yam.; E OOOIr OLAAt* (Per 000dA.LI i ," . (WAAGE ll $ - UNa1QLLA LIAO OICEI4 LIFO oOpq CLAAADMADE CACTI OCCUI -Ma i AGGREGATE t 0 OFF I I RP'TENICN $ A WORKER* COSPF�A{Oa AND IDPLDTEFEW I•AAatrr YIN ANFPROARRTOR.PAR1.LOE7�C:FFIVE ❑ OFFEERNEvsERDLCODDT KM a�TtlaLt.nPr DELL 8T1LW OF OPENA IIONS Oat+' NIA POUCY NUMBER STOP GAP :ELONLY START DATE STOP DATE ppEE �/ I RTA11I I Ix1.9*H. EI EACH ACCO[NT i 1.000.000 EI.OILFASI--FAFEP1WC S 1.000.000 E4.DLEA'F•PwtcYLenT { 1.000.000 Dr0C3RIFTIDN OF OPEMTIONS / I.00 LTNNIO ( KNICLER µCORD M1. AMOMa.u1 Ramona ac8Fa8N. tort IFF N>xalea r 8818 akin is Hued) The Gay of Yakima Its agent.. employees, alnhoraed voEmteers, elected aro spectated officials ere Included as Pnmary.,Nor1-CoFRrttRL;ory addtd6rY81 insured wan a Waiver of Subrogation. See attached Additional Insured Endo*eemerd TtFICATE HOLDER NGR City of Yakima -. -. ____ .. ---- SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTHC[ WALL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Ftarviasup Department 129 N. 2nd St Yana. WA 98901 Yakima. AITNOR,EO REPRE9p5ATIVE SIGNATURE ACORD 25 (2015/03) RFP 12503P Printing Services The ACORD name and logo are registered marks at ACORD Page 27 of 52 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG20100704 THIS ENDORSEMENT CHANGES THE POUCY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement iles insurance provided under the following. COMMERCIAL GENERAL LIABIUTY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): The City of Yakima, its agents, employees, authorized volunteers, elected and appointed officials are included. as Primary/Nan-Contributory additional insured_ Location(s) Of Covered Operati Information required to complete this Schedii a shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is `amended to include as an additional insured the person(s) or organization(s) shown in the :Schedule,`.but only with respect to liability for "bodily itijury`, 'property damage" or 'personal and advertising injury caused, in whole or in part, by. 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the Iocabon(s) desig- nated above. CG20100704 B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury' or "property damage" occurring after 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of 'your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in perfuming operations for a principal as a part of the same project @ ISO Properties, Inc., 2004 Page 1 of 1 D RFP 12503P Printing Services Page 28 of 52 POLICY NUMBER:CGD300084907 COMMERCIAL GENERAL LIABILITY CG24041219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the fo[bwing: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY UMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization(s): Where required by written contract or agreement executed prior to loss (except where not permitted by law). Information required to complete this Schedule. if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV— Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. CG24041219 @ Insurance Services Office, Inc., 2018 Page 1 of 1 RFP 12503P Printing Services Page 29 of 52 ATTACHMENT D - SAMPLE CONTRACT Excluded RFP 12503P Printing Services Page 30 of 52 ATTACHMENT E — FEDERAL FUNDING (2 CFR 200). When spending Federal Funding, the City complies with and has a separate policy for "Uniform Administrative Requirement, Cost Principals, and Audit Requirements for Federal Awards", published in Title 2 of the Code of Federal Regulations, (2 CFR 200), specifically 2 CFR 200.318 through 200.326. 2 CFR 200 Procurement Standards for when utilizing Federal Funds (Adapted for City of Yakima use to comply with 200.318 through 200.326) 200.318 General procurement standards. 200.319 Competition. 200.320 Methods of procurement to be followed. 200.321 Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms. 200.322 Procurement of recovered materials. 200.323 Contract cost and price. 200.324 Federal awarding agency or pass -through entity review. 200.325 Bonding requirements. 200.326 Contract provisions. General procurement standards. (Adapted from §200.318) A. Conform to Federal Law: The City uses its own documented procurement procedures which reflect applicable State, local, laws and regulations, providing for procurements that conform to applicable Federal law and the standards identified in these Procurement Standards. B. Oversight: City Attorney shall maintain oversight when procuring Equipment, Materials, Services and Limited Public Works, to ensure that contractors perform in accordance with the terms, conditions, and specifications of their contracts or purchase orders. C. Conflict of Interest: City maintains written standards of conduct covering conflicts of interest and goveming the actions of its employees engaged in the selection, award and administration of contracts in the City. In addition, no employee, officer, or agent may participate in the selection, award, or administration of a contract supported by a Federal award if he or she has a real or apparent conflict of interest. Such a conflict of interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from a firm considered for a contract. The officers, employees, and agents of the City may neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. D. Organizational Conflicts of Interest: If the City has a parent, affiliate, or subsidiary organization that is not a state, local government, or Indian tribe, the City maintains written standards of conduct covering organizational conflicts of interest. Organizational conflicts of interest means that because of relationships with a parent company, affiliate, or RFP 12503P Printing Services Page 31 of 52 subsidiary organization, the City entity is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization. E. Most Economical Approach: The City must avoid acquisition of unnecessary or duplicative items. Consideration should be given to consolidating or breaking out procurements to obtain a more economical purchase. Where appropriate, an analysis will be made of lease versus purchase alternatives, and any other appropriate analysis to determine the most economical approach. F. Intergovernmental Procurements: To foster greater economy and efficiency, and in accordance with efforts to promote cost-effective use of shared services across the Federal Govemment, the City is encouraged to enter into state and local intergovernmental agreements or inter -entity agreements where appropriate for procurement or use of common or shared goods and services. G. Federal Surplus: The City is encouraged to use Federal excess and surplus property in lieu of purchasing new equipment and property whenever such use is feasible and reduces project costs. H. Value Engineering: The City is encouraged to use value engineering clauses in contracts for construction projects of sufficient size to offer reasonable opportunities for cost reductions. Value engineering is a systematic and creative analysis of each contract item or task to ensure that its essential function is provided at the overall lower cost. I. Responsible Contractor: The City must award contracts only to responsible contractors possessing the ability to perform successfully under the terms and conditions of a proposed procurement. Consideration will be given to such matters as contractor integrity, compliance with public policy, record of past performance, and financial and technical resources. See also § 200.213 Suspension and debarment. J. Records: The City must maintain records sufficient to detail the history of procurement. These records will include, but are not necessarily limited to, the following: rationale for the method of procurement, selection of contract type, contractor selection or rejection, and the basis for the contract price. K. Time and Materials Contracts: The City entity may use a time and materials type contract only after a determination that no other contract is suitable and if the contract includes a ceiling price that the contractor exceeds at its own risk. Time and materials type contract means a contract whose cost to a City is the sum of: i. The actual cost of materials; and ii. Direct labor hours charged at fixed hourly rates that reflect wages, general and administrative expenses, and profit. L. Ceiling Price: Since this formula generates an open-ended contract price, a time -and -materials contract provides no positive profit incentive to the contractor for cost control or labor efficiency. Therefore, each contract must set a ceiling price that the contractor exceeds at its own risk. Further, the City awarding such a contract must assert a high degree of oversight in order to obtain reasonable assurance that the contractor is using efficient methods and effective cost controls. M. Issues: The City alone must be responsible, in accordance with good administrative practice and sound business judgment, for the settlement of all contractual and administrative issues arising out of procurements. These issues include, but are not limited to, source evaluation, protests, disputes, and claims. These standards do not relieve the City of any contractual responsibilities under its contracts. The Federal awarding agency will not substitute its judgment for that of the City unless the matter is primarily a Federal concern. Violations of law will be referred to the local, state, or Federal authority having proper jurisdiction. RFP 12503P Printing Services Page 32 of 52 [78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75885, Dec. 19, 2014; 80 FR 43309, July 22, 2015] 2. Competition. (Adapted from § 200.319) A. Full and Open Competition: All procurement transactions must be conducted in a manner providing full and open competition consistent with the standards of this section. In order to ensure objective contractor performance and eliminate unfair competitive advantage, contractors that develop or draft specifications, requirements, statements of work, or invitations for bids or requests for proposals must be excluded from competing for such procurements. Some of the situations considered to be restrictive of competition include but are not limited to: B. Unreasonable Requirements: Placing unreasonable requirements on firms in order for them to qualify to do business; C. Unnecessary Experience and Bonding: Requiring unnecessary experience and excessive bonding; D. Noncompetitive Pricing: Noncompetitive pricing practices between firms or between affiliated companies; E. Noncompetitive Contracts: Noncompetitive contracts to consultants that are on retainer contracts; F. Organizational conflicts of interest: G. Brand Name: Specifying only a "brand name° product instead of allowing "an equal" product to be offered and describing the performance or other relevant requirements of the procurement; and H. Arbitrary Actions: Any arbitrary action in the procurement process. I. Geographical Preferences: The City will conduct procurements in a manner that prohibits the use of statutorily or administratively imposed state, local, or tribal geographical preferences in the evaluation of bids or proposals, except in those cases where applicable Federal statutes expressly mandate or encourage geographic preference. Nothing in this section preempts state licensing laws. When contracting for architectural and engineering (A/E) services, geographic location may be a selection criterion provided its application leaves an appropriate number of qualified firms, given the nature and size of the project, to compete for the contract. J. The City ensures that all solicitations: i. Incorporate a clear and accurate description of the technical requirements for the material, product, or service to be procured. Such description must not, in competitive procurements, contain features which unduly restrict competition. The description may include a statement of the qualitative nature of the material, product or service to be procured and, when necessary, must set forth those minimum essential characteristics and standards to which it must conform if it is to satisfy its intended use. Detailed product specifications should be avoided if at all possible. When it is impractical or uneconomical to make a clear and accurate description of the technical requirements, a "brand name or equivalent" description may be used as a means to define the performance or other salient requirements of procurement. The specific features of the named brand which must be met by offers must be clearly stated; and ii. Identify all requirements which the offerors must fulfill and all other factors to be used in evaluating bids or proposals. RFP 12503P Printing Services Page 33 of 52 iii. The City ensures that all prequalified lists of persons, firms, or products which are used in acquiring goods and services are current and include enough qualified sources to ensure maximum open and free competition. Also, the City must not preclude potential bidders from qualifying during the solicitation period. [78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75885, Dec. 19, 20141 3. Methods of procurement to be followed. (Adapted from § 200.320 ) The City must use one of the following methods of procurement. A. Procurement by micro -purchases. Procurement by micro -purchase is the acquisition of supplies or services, the aggregate dollar amount of which does not exceed the micro -purchase threshold (§ 200.67 Micro -purchase). To the extent practicable, the City must distribute micro -purchases equitably among qualified suppliers. Micro -purchases may be awarded without soliciting competitive quotations if the City considers the price to be reasonable. B. Procurement by small purchase procedures. Small purchase procedures are those relatively simple and informal procurement methods for securing services, supplies, or other property that do not cost more than the Simplified Acquisition Threshold. If small purchase procedures are used, price or rate quotations must be obtained from an adequate number of qualified sources. C. Procurement by sealed bids (formal advertising). Bids are publicly solicited and a firm fixed price contract (lump sum or unit price) is awarded to the responsible bidder whose bid, conforming with all the material terms and conditions of the invitation for bids, is the lowest in price. The sealed bid method is the preferred method for procuring construction, if the conditions in paragraph (C)(i) of this section apply. i. In order for sealed bidding to be feasible, the following conditions should be present: 1) A complete, adequate, and realistic specification or purchase description is available; 2) Two or more responsible bidders are willing and able to compete effectively for the business; and 3) The procurement lends itself to a firm fixed price contract and the selection of the successful bidder can be made principally on the basis of price. 4) If sealed bids are used, the following requirements apply: a) Bids must be solicited from an adequate number of known suppliers, providing them sufficient response time prior to the date set for opening the bids (11 days for the City in 2 issues and 13 days for the County in 2 issues). The invitation for bids must be publicly advertised; b) The invitation for bids, which will include any specifications and pertinent attachments, must define the items or services in order for the bidder to properly respond; c) All bids will be opened at the time and place prescribed in the invitation for bids, and opened publicly; d) A firm fixed price contract award will be made in writing to the lowest responsive and responsible bidder. Where specified in bidding documents, factors such as discounts, transportation cost, and life cycle costs must be considered in determining which bid is lowest. Payment discounts will only RFP 12503P Printing Services Page 34 of 52 be used to determine the low bid when prior experience indicates that such discounts are usually taken advantage of; and e) Any or all bids may be rejected if there is a sound documented reason. D. Procurement bv competitive proposals. The technique of competitive proposals is normally conducted with more than one source submitting an offer, and either a fixed price or cost -reimbursement type contract is awarded. It is generally used when conditions are not appropriate for the use of sealed bids. If this method is used, the following requirements apply: i. Requests for proposals must be publicized and identify all evaluation factors and their relative importance. Any response to publicized requests for proposals must be considered to the maximum extent practical; ii. Proposals must be solicited from an adequate number of qualified sources; iii. The City must have a written method for conducting technical evaluations of the proposals received and for selecting recipients; iv. Contracts must be awarded to the responsible firm whose proposal is most advantageous to the program, with price and other factors considered; and v. The City may use competitive proposal procedures for qualifications -based procurement of architectural/engineering (A/E) professional services whereby competitorsqualifications are evaluated and the most qualified competitor is selected, subject to negotiation of fair and reasonable compensation. The method, where price is not used as a selection factor, can only be used in procurement of NE professional services. It cannot be used to purchase other types of services though NE firms are a potential source to perform the proposed effort. vi. Procurement by noncompetitive proposals. Procurement by noncompetitive proposals is procurement through solicitation of a proposal from only one source and may be used only when one or more of the following circumstances apply: 1)The item is available only from a single source; 2)The public exigency or emergency for the requirement will not permit a delay resulting from competitive solicitation; 3)The Federal awarding agency or pass -through entity expressly authorizes noncompetitive proposals in response to a written request from the City; or 4)After solicitation of a number of sources, competition is determined inadequate. [78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75885, Dec. 19, 2014; 80 FR 54409, Sept. 10, 2015] 4. Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms. (Adapted from § 200.321) A. The City must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used when possible. RFP 12503P Printing Services Page 35 of 52 B. Affirmative steps must include: i. Placing qualified small and minority businesses and women's business enterprises on solicitation lists (forward requests to Purchasing); ii. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; iv. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; v. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce, and Montana Department of Transportation htt0s://www.mdt.mt.gov/business/contracting/civiVdbe.shtml.; and vi. Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs (i) through (ii) of this section. 5. Procurement of recovered materials. (Adapted from § 200.322 ) The City must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. [78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75885, Dec. 19, 20141 6. Contract cost and price. (Adapted from § 200.323) A. The City must perform a cost or price analysis in connection with every procurement action in excess of the Simplified Acquisition Threshold including contract modifications. The method and degree of analysis is dependent on the facts surrounding the particular procurement situation, but as a starting point, the City must make independent estimates before receiving bids or proposals. B. The City must negotiate profit as a separate element of the price for each contract in which there is no price competition and in all cases where cost analysis is performed. To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the contractor, the contractor's investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. C. Costs or prices based on estimated costs for contracts under the Federal award are allowable only to the extent that costs incurred or cost estimates included in negotiated prices would be allowable for the City. The City may reference its own cost principles that comply with the Federal cost principles. RFP 12503P Printing Services Page 36 of 52 D. The cost plus a percentage of cost and percentage of construction cost methods of contracting must not be used. 7. Federal awarding agency or pass -through entity review. (Adapted from § 200.324) A. The City must make available, upon request of the Federal awarding agency or pass -through entity, technical specifications on proposed procurements where the Federal awarding agency or pass -through entity believes such review is needed to ensure that the item or service specified is the one being proposed for acquisition. This review generally will take place prior to the time the specification is incorporated into a solicitation document. However, if the City desires to have the review accomplished after a solicitation has been developed, the Federal awarding agency or pass -through entity may still review the specifications, with such review usually limited to the technical aspects of the proposed purchase. B. The City must make available upon request, for the Federal awarding agency or pass -through entity pre -procurement review, procurement documents, such as requests for proposals or invitations for bids, or independent cost estimates, when: i. The City's procurement procedures or operation fails to comply with the procurement standards in this part; ii. The procurement is expected to exceed the Simplified Acquisition Threshold and is to be awarded without competition or only one bid or offer is received in response to a solicitation; iii. The procurement, which is expected to exceed the Simplified Acquisition Threshold, specifies a "brand name" product; iv. The proposed contract is more than the Simplified Acquisition Threshold and is to be awarded to other than the apparent low bidder under a sealed bid procurement; or v. A proposed contract modification changes the scope of a contract or increases the contract amount by more than the Simplified Acquisition Threshold. C. The City is exempt from the pre -procurement review in paragraph (ii) of this section if the Federal awarding agency or pass -through entity determines that its procurement systems comply with the standards of this part. D. The City may request that its procurement system be reviewed by the Federal awarding agency or pass -through entity to determine whether its system meets these standards in order for its system to be certified. Generally, these reviews must occur where there is continuous high -dollar funding, and third party contracts are awarded on a regular basis; E. The City may self -certify its procurement system. Such self -certification must not limit the Federal awarding agency's right to survey the system. Under a self -certification procedure, the Federal awarding agency may rely on written assurances from the City that it is complying with these standards. The City must cite specific policies, procedures, regulations, or standards as being in compliance with these requirements and have its system available for review. 8. Bonding requirements. (Adapted from § 200.325) For construction or facility improvement contracts or subcontracts exceeding the Simplified Acquisition Threshold, the Federal awarding agency or pass -through entity may accept the bonding policy and requirements of the City provided that the Federal awarding agency or pass -through entity has made a determination that the Federal interest is adequately protected. If such a determination has not been made, the minimum requirements must be as follows: RFP 12503P Printing Services Page 37 of 52 A. A bid guarantee from each bidder equivalent to five percent of the bid price. The "bid guarantee" must consist of a firm commitment such as a bid bond, certified check, or other negotiable instrument accompanying a bid as assurance that the bidder will, upon acceptance of the bid, execute such contractual documents as may be required within the time specified. B. A performance bond on the part of the contractor for 100 percent of the contract price. A "performance bond" is one executed in connection with a contract to secure fulfillment of all the contractor's obligations under such contract. C. A payment bond on the part of the contractor for 100 percent of the contract price. A "payment bond" is one executed in connection with a contract to assure payment as required by law of all persons supplying labor and material in the execution of the work provided for in the contract. 9. Federal Contract provisions. (Adapted from § 200.326) The City's contracts utilizing Federal Funding must contain the applicable provisions described in Appendix II to Part 200— Contract Provisions for City Contracts Under Federal Awards, which can be viewed and copied at: http://federal.elaws.us/cfr/title2.chapterii.part200.appii In addition to other provisions required by the Federal agency or non -Federal entity, all contracts made by the non -Federal entity under the Federal award must contain provisions covering the following, as applicable. (A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. (B) All contracts in excess of $10,000 must address termination for cause and for convenience by the non -Federal entity including the manner by which it will be effected and the basis for settlement. (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of"federally assisted construction contract" in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339). as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity" and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor" (D) Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non -Federal entities must include a provision for compliance with the RFP 12503P Printing Services Page 38 of 52 Davis -Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non -Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non - Federal entity must report all suspected or reported violations to the Federal awarding agency. (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non - Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of"funding agreement" under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part RFP 12503P Printing Services Page 39 of 52 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. (G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended — Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non -Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). (H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235). "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended. or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. (1) Byrd Anti -Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non - Federal award. (J) See §200.322 Procurement of recovered materials. [78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75888, Dec. 19, 2014] RFP 12503P Printing Services Page 40 of 52 ATTACHMENT F-FEDERAL TRANSIT ADMINISTRATION (FTA) REQUIREMENTS Federal Transit Administration 3rd Party Contract Clauses FOR CITY OF YAKIMA Federally Required and other Model Contract Clauses A.1 ACCESS TORECORDS AND REPORTS Section Deleted/Not Applicable A.3 BUS TESTING Section Deleted/Not Applicable A.4 BUY AMERICA REQUIREMENTS Section De|eted/NotApp|icab|e A-45 CANCOPREFERENCE REQUIREMENTS Section Deleted/Not Applicable &6 CHARTER SERVICE Section Deleted/Not Applicable Section Deleted/Not Applicable A.8 CIVIL RIGHTS LAWS AND REGULATIONS A -A DISADVANTAGED BUSINESS ENTERPRIS9 (DBE) A^11 ENERGY CONSERVATION /t12 FLYAA4ER&]\ Section Deleted/Not Applicable A^13 GOVERNMENT -WIDE DEBARMENT AND SUSPENSION A.14 LOBBYING RESTRICTIONS Section Deleted/Not Applicable A.15 NOGOVERNMENT OBLIGATION TOTHIRD PARTIES A.16 PATENT RIGHTS AND RIGHTS IN DATA A.17 PRE AWARD AND POST D661VERY AUDITS OF 1496LING STOCK PURGHASES Section Deleted/Not Applicable A.18 PROGRAM FRAUD AND FALSE ORFRAUDULENT STATEMENTS AND RELATED ACTS .A.. I Q PUBLIC TRANSPORTATION EMPI,�EG PROLTEC-TIVE ARRANGEMENTS Section Deleted/Not Applicable A'20 RECYCLED PRODUCTS A'21 SAFE OPERATION OFMOTOR VEHICLES A.22 SCHOOL BUS OPERATIONS Section Deleted/Not Applicable /\.23 SEISMIC SAFETY Section Deleted/Not Applicable Section Deleted/Not Applicable A.25 TERMINATION Section De|eted/0otApp|icab|e RFP12SO3PPrinting Services Page 41ofS2 A.1 ACCESS TO RECORDS AND REPORTS 49 U.S.C. § 5325(g) 2 C.F.R. § 200.333 49 C.F.R. part 633 Applicability to Contracts The record keeping and access requirements apply to all contracts funded in whole or in part with FTA funds. Under 49 U.S.C. § 5325(g), FTA has the right to examine and inspect all records, documents, and papers, including contracts, related to any FTA project financed with Federal assistance authorized by 49 U.S.C. Chapter 53. Flow Down The record keeping and access requirements extend to all third party contractors and their contracts at every tier and subrecipients and their subcontracts at every tier. Model Clause/Language There is no required language for record keeping and access requirements. Recipients can draw on the following language for inclusion in their federally funded procurements. Access to Records and Reports a. Record Retention. The Contractor will retain, and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, sub -agreements, leases, subcontracts, arrangements, other third party agreements of any type, and supporting materials related to those records. b. Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. § 200.333. The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not Tess than three (3) years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto. c. Access to Records. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information related to performance of this contract as reasonably may be required. d. Access to the Sites of Performance. The Contractor agrees to permit FTA and its contractors access to the sites of performance under this contract as reasonably may be required. A.8 CIVIL RIGHTS LAWS AND REGULATIONS Applicability to Contracts The following Federal Civil Rights laws and regulations apply to all contracts. 1 Federal Equal Employment Opportunity (EEO) Requirements. These include, but are not limited to: a. Nondiscrimination in Federal Public Transportation Programs. 49 U.S.C. § 5332, covering projects, programs, and activities financed under 49 U.S.C. Chapter 53, prohibits discrimination on the basis of race, color, religion, national origin, sex (including sexual orientation and gender identity), disability, or age, and prohibits discrimination in employment or business opportunity. RFP 12503P Printing Services Page 42 of 52 b. Prohibition against Emplovmmnt Discrimination. Title VU of the Civil Rights Act of 1964 as amended, 42 U.S.C. § 2000e and Executive Order No. 11246"Equal Employment Opportunity," September 24,19GS as amended, prohibit discrimination in employment on the basis of race, color, religion, sex, ornational origin. 2. Nondiscrimination mnthe Basis mfSex. Title |Xofthe Education Amendments of1g72, asamended, 2O U.S.C. § 16Q1mtseq. and implementing Federal regulations, "Nondiscrimination onthe Basis ofSex in Education Programs or Activities Receiving Federal Financial Assistance," 49 C.F.R. part 25 prohibit discrimination onthe basis ofsex. 3' NondischminationonthaBao|sofAge'The"AeeDiscrim|nationActof197S,"asamended,42U'S.[.0G1O1 etseq., and Department of Health and Human Services implementing regulations, "Nondiscrimination on the Basis of Age In Programs or Activities Receiving Federal Financial Assistance," 45 C.F.R. part 90, prohibit discrimination by participants in federally assisted programs against individuals on the basis of age. The Age Discrimination in Employment Act (ADEA), 23 U.S.C. § 621 etseq, and Equal Employment Opportunity Commission (EEOC) implementing regulations, "Age Discrimination in Employment Act," 29 C.F.R. part 1625, also prohibit employment discrimination against individuals age 40 and over on the basis of age. Flow Down The Civil Rights requirements flow down to all third party contractors and their contracts at every tier. Model ClauselLonauaae Every federally funded contract must include an Equal Opportunity clause. Recipientscan draw onthe following language for inclusion in their federally funded procurements. Civil Rights and Equa|OppmrtmnNv The AGENCY is an Equal Opportunity Employer. As such, the AGENCY agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, the AGENCY agrees to comply with the requirements of 49 U.S.C. § 5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatoryspecifications. Under this Agreement, the Contractor shall at all times comply with the following requirements and shall include these requirements ineach subcontract entered into oapart thereof. 1. Nondiscrimination. in accordance with Federal transit law st49 U.S.[ § 5332, the Contractor agrees that itwill not discriminate against any employee ncapplicant for employment because ofrace, color, religion, national origin, sex, disability, or age. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. 2. Race, Color, Religion, National Origin, Sex. |naccordance with Title V||ofthe Civil Rights Act, asamended, 4JU.S.[.§2OOOemtseq,and Federal transit laws at49U.S.C.§ 5332,the Contractor agrees tocomply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. OOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. chapter 60, and Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. The Contractor agrees to take affirmative RFP125O3PPrinting Services Page 43mf52 action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, national origin, or sex (including sexual orientation and gender identity). Such action shall include, but not be limited to, the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 3. Age. In accordance with the Age Discrimination in Employment Act, 29 U.S.C. §§ 621- 634, U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, "Age Discrimination in Employment Act," 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, "Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance," 45 C.F.R. part 90, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 4. Disabilities. In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.0 § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. A.11 ENERGY CONSERVATION 42 U.S.C. 6321 et seq. 49 C.F.R. part 622, subpart C Applicability to Contracts The Energy Policy and Conservation requirements are applicable to all contracts. The Recipient agrees to, and assures that its subrecipients, if any, will comply with the mandatory energy standards and policies of its state energy conservation plans under the Energy Policy and Conservation Act, as amended, 42 U.S.C. § 6201 et seq., and perform an energy assessment for any building constructed, reconstructed, or modified with federal assistance as required under FTA regulations, "Requirements for Energy Assessments," 49 C.F.R. part 622, subpart C. Flow Down These requirements extend to all third party contractors and their contracts at every tier and subrecipients and their subcontracts at every tier. Model Clause/Lanquaae No specific clause is recommended in the regulations because the Energy Conservation requirements are so dependent on the state energy conservation plan. Recipients can draw on the following language for inclusion in their federally funded procurements. Energy Conservation The contractor agrees to comply with mandatory standards and policies relating to energy efficiency, which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. A.13 GOVERNMENT -WIDE DEBARMENT AND SUSPENSION 2 C.F.R. part 180 2 C.F.R part 1200 RFP 12503P Printing Services Page 44 of 52 2[FJR. § 200.213 2 C.F.R. part20D Appendix U (1) Executive Order 12549 Executive Order 12689 Backaround and Applicabilltv Acontract awand(of anytier) |nanamount expected tpequa|orexceed $2S,000mracontract amandatanVtier for a federally required audit (irrespective of the contract amount) must not be made to parties listed on the government- wideewc|usions|ntheSyotemforAwvandyWanagement(6Ak8),|naccondenPwm/iththeOK08guideUnasat2[F.R.part 180. The Excluded Parties List System in SAK8 contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12S49. Recipients, contractors, and subcontractors (at any level) that enter into covered transactions are required to verify that the entity (an well as its principals and affiliates) with which they propose to contract, or subcontract is not excluded or disqualified. This is done by: (a) checking the SAK8 exclusions; (b) collecting a certification from that person; mr(c) adding aclause orcondition tothe contract mrsubcontract. Flow Down Recipients, contractors, and subcontractors who enter into covered transactions with a participant at the next lower level, must require that participant to: (a) comply with subpart C of 2 C.F.R. part 180, as supplemented by 2 C.F.R. part 1300; and (b) pass the requirement to comply with subpart C#f2 C.F.R. part 180to each person with whom the participant enters into ncovered transaction atthe next lower tier. Model ClauselLanauaae There is no required language for the Debarment and Suspension clause. Recipients can draw on the following language for inclusion in their federally funded procurements. Debarment, Suspension, Ineligibility and Voluntary Exclusion Thm[ontnactmrshaUcomplvandfad|itatecomp|ianoevvhtU.S'DOTregulatons,°NonprmcurementSuspensiwnand Dabarment,"2C.F.R.part 12OD'which adopts and supplements the U.S.Office ofManagement and Budget (U.5.OMB) "Guidelines to Agencies on Government wide Debarment and Suspension (Non procurement)," 2 C.F.R. part 180. These provisions apply to each contract at any tier of$2S,OOO or more, and to each contract at any tier for a federally required audit (irrespective mfthe contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federa|department oragency tobe: a) Debarred from participation |nany federally assisted Award; b) Suspended from participation inany federally assisted Award; c) Proposed for debarment from participation in any federally assisted Award; d) Declared ineligible tpparticipate inany federally assisted Award; e\ Voluntarily excluded from participation inany federally assisted Award; or f) Disqualified from participation inany federally assisted Award. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by the AGENCY. If it is later determined by the AGENCY that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the AGENCY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. part 180, subpart C, as supplemented by 2 C.F.R. part 1200, while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. A.15 NO GOVERNMENT OBLIGATION TO THIRD PARTIES Applicability to Contracts The No Obligation clause applies to all third party contracts that are federally funded. Flow Down The No Obligation clause extends to all third party contractors and their contracts at every tier and subrecipients and their subcontracts at every tier. Model Clause/Lanauame There is no required language for the No Obligations clause. Recipients can draw on the following language for inclusion in their federally funded procurements. No Federal Government Obligation to Third Parties. The Recipient and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to the Recipient, Contractor or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. A. 16 PATENT RIGHTS AND RIGHTS IN DATA 2 C.F.R part 200, Appendix II (F) 37 C.F.R. part 401 Applicability to Contracts If the recipient or subrecipient wishes to enter into a contract (or subcontract) with a small business firm or nonprofit organization for the performance of experimental, developmental, or research work under the FTA award, the recipient or subrecipient must comply with the requirements of 37 C.F.R. part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Except in the case of an "other agreement" in which the Federal Government has agreed to take more limited rights, the Federal Government is entitled to a non- exclusive, royalty free license to use the resulting invention, or patent the invention for Federal Government purposes. The FTA has the right to: 1. Obtain, reproduce, publish, or otherwise use the data produced under a Federal award; and 2. Authorize others to receive, reproduce, publish, or otherwise use such data for Federal purposes. RFP 12503P Printing Services Page 46 of 52 Flow Down The Patent Rights and Rights in Data requirements flow down to all third party contractors and their contracts at every tier that meet the definition of a research -type project under 37 U.S.C. § 401.2. Model ClauselLanquaae Recipients can draw on language provided in 37 C.F.R. § 401.3 for appropriate Patent Rightsand Data Rights Clauses for use in their federally funded research, development, demonstration, or special studies projects. Recipients should consult legal counsel for guidance in developing an appropriate Intellectual Property Agreement. At a minimum, recipients can include the following language in their standard boilerplates. Intellectual Property Rights This Project is funded through a Federal award with Fl7\for experimental, developmental, or research work purposes. As such, certain Patent Rights and Data Rights apply to all subject data first produced in the performance of this Contract. The Contractor shall grant the AGENCY intellectual property access and licenses deemed necessary for the work performed under this Agreement and in accordance with the requirements of 37 C.F.R. part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by FTA or U.S. DOT. The terms of an intellectual property agreement and software license rights will be finalized prior tmexecution ofthis Agreement and shall, ata minimum, include the following restrictions: Except for its nvvn internal use, the Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Contractor authorize others to do so, without the written consent of FTA, until such time as FTA may have either released or approved the release of such data to the public. This restriction on publication, however, does not apply to any contract with an academic institution. For purposes of this agreement, the term "subject data" means recorded information whether or not copyrighted, and that is delivered or specified to be delivered as required by the Contract. Examples of "subject data" include, but are not limited to computer software, standards, specifications, engineering drawings and associated lists, process sheets, manuals, technical reports, catalog item identifications, and related information, but do not include financial reports, cost analyses, or other similar information used for performance or administration of the Contract. 1. The Federal Government reserves m royalty -free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use for "Federal Government Purposes," any subject data or copyright described below. For "Federal Government Purposes," means use only for the direct purposes of the Federal Government. Without the copyright City's consent, the Federal Government may not extend its Federal license tnany other party. a. Any subject data developed under the Contract, whether or not a copyright has been obtained; and b. Any rights of copyright purchased by the Contractor using Federal assistance in whole or in part by the FTA. 2. Unless FTAdetarmines otherwise, the Contractor performing experimental, developmental, or research work required as part of this Contract agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed in the course of the Contract, or a copy of the subject data first produced under the Contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of this Contract, is not completed for any reason whatsoever, all data developed under the Contract shall become subject data as defined herein and shall bedelivered aothe Federal Government mnayd|nect. RFP1JSO3PPrinting Services Page 47of52 3. Unless prohibited by state law, upon request by the Federal Government, the Contractor agrees to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. The Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government. 4. Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent. 5. Data developed by the Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying Contract is exempt from the requirements herein, provided that the Contractor identifies those data in writing at the time of delivery of the Contract work. 6. The Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance. A.18 PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS 49 U.S.C. § 5323(1) (1) 31 U.S.C. §§ 3801-3812 18 U.S.C. § 1001 49 C.F.R. part 31 Applicability to Contracts The Program Fraud clause applies to aII third party contracts that are federally funded. Flow Down The Program Fraud clause extends to all third party contractors and their contracts at every tier and subrecipients and their subcontracts at every tier. These requirements flow down to contractors and subcontractors who make, present, or submit covered claims and statements. Model Clause/Langua4e There is no required language for the Program Fraud clause. Recipients can draw on the following language for inclusion in their federally funded procurements. Program Fraud and False or Fraudulent Statements or Related Acts The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. RFP 12503P Printing Services Page 48 of 52 The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. chapter 53, the Government reserves the right to impose the penalties of10 U.S.C. § 1001 nnd40 U.S.[ § 5323(|) on the Contractor, tothe extent the Federal Government deems appropriate. The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by RA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. A.20 RECYCLED PRODUCTS 42U�.C.§6962 4DC.F'R.part 247 2 C.F.R. pert§ 200.922 ApplicabifirvmmContracts The Resource Conservation and Recovery Act, as amended, (42 U.S.C. § 6962 et seq.), requires States and local governmental authorities to provide a competitive preference to products and services that onnswnme natural resources, protect the environment, and are energy efficient. Recipients are required to procure only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10L000 or the value of the quantity acquired during the preceding fiscal year exceeded $1C\O0O. Flow Down These requirements extend to all third party contractors and their contracts at every tier and subrecipients and their subcontracts at every tierwhere the value of an EPA designated item exceeds $10,000. Model ClauselLanauaae There bnprequired language for preference for recycled products. Recipients can draw on the following language for inclusion in their federally funded procurements. Recovered Materials The Contractor agrees to provide a preference for those products and services that conserve natural resources protect the environment, and are energy efficient by complying with and facilitating compliance with Section GO02mf the Resource Conservation and Recovery Act, as amended, 42 U.S'[. § 6963, and U.S. Environmental Protection Agency (U.S. EPA), "Comprehensive Procurement Guideline for Products Containing Recovered K8atarim|s,"4O C.F.R. part247. A.21 SAFE OPERATION OF MOTOR VEHICLES 23U.�C.part 402 Executive Order No. 13O43 Executive Order No. 13S13 U.S.DOT Order No. 39O2'1O AvolicaWtv to Contracts The Safe Operation of Motor Vehicles requirements apply to all federally funded third party contracts. In compliance RFP12SO3PPrinting Services Page 49of52 with Federal Executive Order No. 13043, "Increasing Seat Belt Use in the United States," April 16, 1997, 23 U.S.C. Section 402 note, FTA encourages each third party contractor to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company owned, rented, or personally operated vehicles, and to include this provision in each third party subcontract involving the project. Additionally, recipients are required by FTA to include a Distracted Driving clause that addresses distracted driving, including text messaging in each of its third party agreements supported with Federal assistance. Flow Down Requirements The Safe Operation of Motor Vehicles requirements flow down to all third party contractors at every tier. Model Clause/Languoae There is no required language for the Safe Operation of Motor Vehicles clause. Recipients can draw on the following language for inclusion in their federally funded procurements. Safe Operation of Motor Vehicles Seat Belt Use The Contractor is encouraged to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company -owned vehicles, company rented vehicles, or personally operated vehicles. The terms "company -owned" and "company -leased" refer to vehicles owned or leased either by the Contractor or AGENCY. Distracted Driving The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases, or rents, or a privately -owned vehicle when on official business in connection with the work performed under this agreement. A.25 TERMINATION 2 C.F.R. § 200.339 2 C.F.R. part 200, Appendix II (B) Applicability to Contracts All contracts in excess of $10,000 must address termination for cause and for convenience, including the manner by which it will be effected and the basis for settlement. Flow Down For all contracts in excess of $10,000, the Termination clause extends to all third party contractors and their contracts at every tier and subrecipients and their subcontracts at every tier. Model Clause/Lanquaae There is no required language for the Terminations clause. Recipients can draw on the following language for inclusion in their federally funded procurements. Termination for Convenience (General Provision) The AGENCY may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the AGENCY's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit RFP 12503P Printing Services Page 50 of 52 on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to AGENCY to be paid the Contractor. if the Contractor has any property in its possession belonging tmAGENCY, the Contractor will account for the same, and dispose of it in the manner AGENCY directs. Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the AGENCY may terminate this contract for default. Termination shall be effected by serving a Notice of Termination on the Contractor setting forth the manner in which the Contractor is in default. The Contractor will be paid only the contract price for supplies delivered and accepted, or services performed inaccordance with the manner ofperformance set forth inthe contract. If it is later determined by the AGENCY that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the AGENCY, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination asaTermination for Convenience. Opportunity to Cure (General Provision) The AGENCY, in its sole discretion may, in the case of termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. in such case, the Notice of Termination will state the time period |nwhich cure ispermitted and other appropriate conditions If Contractor fails to remedy to AGENCY's satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within 10 days after receipt by Contractor of written notice from AGENCY setting forth the nature of said breach or default, AGENCY shall have the right to terminate the contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude AGENCY from also pursuing all available remedies against Contractor and its sureties for said breach or default. Waiver wVRemedies for any Breach |nthe event that AGENCY elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this contract, such waiver by AGENCY shall not limit AGENCY's remedies for any succeeding breach of that or of any other covenant, term, nrcondition ofthis contract, Termination for Default (Supplies and If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract mrany extension, or if the Contractor fails to comply with any other provisions of this contract, the AGENCY may terminate this contract for default. The AGENCY shall terminate by deliveringto the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience ofthe AGENCY. Termination for Default (TramypoxtadmmServices) If the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension, or if the Contractor fails to comply with any other provisions of this contract, the AGENCY may terminate this contract for default. The AGENCY shall terminate by delivering tothe RFp125O3PPrinting Services Page 51of52 Contractor mNotice ofTermination specifyingthe nature ofdefault. The Contractor will only bmpaid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the Contractor has possession of AGENCY goods, the Contractor shall, upon direction mfthe AGENCY, protect and preserve the goods until surrendered to the AGENCY or its agent. The Contractor and AGENCY shall agree on payment for the preservation and protection of goods. Failure tmagree onanamount will beresolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience wfthe AGENCY. Termination for Convenience mr Default (Cost -Type The AGENCY may terminate this contract, or any portion of it, by serving a Notice of Termination on the Contractor. The notice shall state whether the termination is for convenience of AGENCY or for the default of the Contractor. If the termination |sfor default, the notice shall state the manner in which the Contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the AGENCY, or property supplied to the Contractor by the AGENCY. If the termination is for default, the AGENCY may fix the fee, if the contract provides for a fee, to be paid the Contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the AGENCY and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of AGENCY, the Contractor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a Notice of Termination for Default, the AGENCY determines that the Contractor has an excusable reason for not performing, the AGENCY, after setting up a new work schedule, may allow the Contractor to continue work, mrtreat the termination esaTermination for Convenience. RFP12SU3PPrinting Services Page 52mfG2 ATTACHMENT A PROPOSER: Price Schedule Provide pricing for each line item. If vendor does not wish to be considered for any particular line item, complete line by entering "No Bid". Failure to complete this worksheet shall result in your Proposal being deemed as non -responsive and rejected without further evaluation. - Specified Line Items A. Letterhead Price per 100 Price per 500 Price per 2,500 1 24# White Classic Linen with Black 1/0 $ - $ - $ - 2 24# White Classic Linen Black & PMS 2/0 $ - $ - $ - 24# Ivory Classic Linen Black Ink 1/0 $ - $ - $ - 4 24# Ivory Classic Linen Black & PMS 2/0 $ - $ - $ - 5 20# White 20# Bond —4/0 Spot Color $ - $ - $ - 6 24# White Classic Linen 4/0 Spot Color $ - $ - $ - B. Envelopes Price per 100 Price per 500 Price per 2,500 7 #6'/ White, Black Ink $ - $ - $ - 8 #6 % Window, Black Ink $ - $ - $ - 9 #10 White, Black Ink $ - $ - $ - 10 #10 White, Black & PMS Ink $ - $ - $ - 11 #10 Window, Black Ink $ - $ - $ - 12 #10 Window, Black & PMS Ink $ - $ - $ - 13 #10, 24# White Classic Crest Black Ink $ - $ - $ - 14 #10, 24# White Classic Crest, Black & PMS Ink $ - $ - $ - 15 #10, 24# Ivory Classic Crest, Black Ink $ - $ - $ - 16 #10, 24# Ivory Classic Crest, Black & PMS Ink $ - $ - $ - C. Business Cards Price per 100 Price per 250 Price per 500 17 80# White Cover with Black Ink 1/0 $ - $ - $ - 18 80# White Cover with Black Ink 1/1 $ - $ - $ - 19 80# White Cover 4/0 $ - $ - $ - 20 80# White Cover 4/1 $ - $ - $ - Attachment A - Price Schedule.xlsx 1 Of 5 21 80# Classic Linen Ivory 4/0 - $ - $ - 22 80# Classic Linen Ivory 4/1 $ - $ - - 23 80# Classic Linen Ivory 4/4 $ - - $ - D. Carbonless Sequence) Forms 8 34 x 11 1/0 Black Ink (Not Standard Price per 100 Price per 500 Price per 1000 24 2 part $ - - $ - 25 3 part $ - - $ - 26 4 part $ - - $ - 27 5 part $ - - - 28 6 part - - E. Carbonless Pad Forms 8 34 x 11 1/0 Black Ink, Collate and (Not Standard Sequence) Price per 100 Price per 500 Price per 1000 29 2 part, Blue, Canary - $ - - 30 3 part, Pink, Canary, White $ - $ - - 31 4 part, White, White, Canary, Pink - - $ - 32 5 part, White, Green, Pink, Canary, Blue $ - - - 33 6 part, White, Green, Green, Pink, Canary, Blue - $ - - F. Carbonless Forms 8 34 x 11 1/1 Black Ink, Collate and Pad (Not Standard Sequence) Price per 100 Price per 500 Price per 1000 34 2 part, Blue, Canary $ - $ - $ - 35 3 part, Pink, Canary, Manila Tag $ - - $ - 36 4 part, White, White, Canary, Manila Tag $ - $ - $ - 37 5 part, White, Green, Pink, Canary, Blue $ - $ - - 38 6 part, White, Green, Green, Pink, Canary, Blue $ - $ - $ - G. Carbonless Forms 8 'A x 141/0 Black ink (Standard Sequence) Price per 100 Price per 500 Price per 1000 39 2 part $ - $ - $ - 40 3 part $ - $ - - 41 4 part $ - $ - - 42 5 part - $ - - H. Carbonless Forms 8 34 x 141/0 Black ink (Standard Sequence) Price per SO Price per 100 Price per 250 43 (6) 834 x 11 4/4 (24 page count, includes cover) $ - - $ - Attachment A- Price Schedule.xlsx 2 Of 5 A I. Pamphlet, (4)11 x 17 4/4 70# White Offset fold, Fold to 8 34 x 11 to make 16 page Price per 50 Price per 100 Price per 250 44 Pamphlet $ - $ - $ - J. Pamphlet, Finish size 8 34 x 11, 80# White Cover, 60# White Offset Interior 4/4, Cover printed 2 side, 4/4, collate, spiral bind Price per 50 Price per 100 Price per 250 45 Cover & 65 4/4 (132 page count, includes cover) $ - $ - $ - K. Pamphlet, (4) 11 x 17 4/4 70# White Offset fold, Fold to 8 % x 11 to make 16 page count, collate, saddle stitch (3) trim Price per 100 Price per 250 Price per 500 46 Pamphlet $ - $ - $ - L. Book, (125) 8 % x 111/120# bond, (6) chapter inserts 60# astrobrite 1/0, (8) 11 x 17 1/0 20# bond fan fold into book, 60# astrobrite front cover 1/0, blank back cover, staple (3) price per 5 Price per 25 Price per 50 47 Book $ - $ - $ - M. Book, (244) 8 % x 111/120# bond, black ink only, (34) 8 % x 11 color inserts, (25) chapter inserts 110# blue, black ink 1/0, (8)11 x 17 1/0 20# bond fan fold into book, 80# front cover 4/0, Clear Mylar, blank back cover, Comb bind (2") Price per 5 Price per 25 Price per 50 48 Book $ - $ - $ - N. Brochures, Tri-fold, Bi-fold, Post Cards, Flyers, etc. Price per 50 Price per 100 Price per 250 49 80# Cover, 8 f x 11 4/4 Full bleed $ - $ - $ - Price per 100 Price per 250 Price per 500 50 70# Offset, 4/4, Two sides, Tri-fold, 8.5 x 11 $ - $ - $ - 51 70# Offset, 4/4, Half -fold, 11 x 17 $ - $ - $ - 52 80# Crest Avon Brilliant White 3 % x 8'/: 4/4 $ - $ - $ - 53 80# Post Cards, 4 Y4 x 5 %: , Printed two sides, 4/4 $ - $ - $ - 54 60# Offset, 2-11 x 17 4/4 Fold % Saddle staple (3) right angle fold $ - $ - $ - Price per 500 Price per 1,000 Price per 2,500 55 110# Canary, 4 x 5 %, Printed one side, PMS 354 $ - $ - $ - O.Engineering Drawings, Posters Price per 1 Price per 25 Price per 50 56 20# 24 x 36 Black Ink, 1/0 $ - $ - $ - 57 20# 36 x 48 Black Ink, 1/0 $ - $ - $ - ttachment A - Price Schedule.xlsx 3 Of 5 58 36# Photo Gloss 24 x 36, 4/0 $ - $ - $ - 59 36# Photo Gloss 36 x 48, 4/0 $ - $ - $ - Price per 1 set Price per 10 set Price per 50 set 60 Tab-5 Position, Print 1/1 Black on tab 3 Bank 15 Total $ - $ - $ - Price per 1 Price per 10 Price per 25 61 Comb Bind 1" $ - $ - $ - 62 Coil Bind 1" $ - $ - $ - 63 Stitch 3 per book $ - $ - $ - Price per 100 Price per 500 Price per 1,000 64 Numbering 1 up 8 % x 11 $ - $ - $ - 65 Numbering 3 up (sequential) 8 112 x 11 $ - $ - $ - 66 Folding $ - $ - $ - 67 Folding (Right Angle) $ - $ - $ - Price per 100 sets Price per 500 sets Price per 1,000 sets 68 Collating, 10 page's 8 % x 11 (Machine) $ - $ - $ - 69 Collating, 10 page's (Hand) $ - $ - $ - Price per 1 Price per 10 Price per 100 70 Perforate 6 areas to bleed on 8 % x 11 Both 8'/: and 11 bleed $ - $ - $ - 71 Score 1 area to bleed 8'/: x 11 across the 8 % $ - $ - $ - 72 Laminate 8 % x 11 $ - $ - $ - 73 Laminate 11 x 17 $ - $ - $ - 74 Laminate 24 x 36 $ - $ - $ - 75 Foam Core Laminate 9 x 12 $ - $ - 76 Foam Core Laminate 12 x 18 $ - $ - 77 Foam Core Laminate 24 x 36 $ - $ - 78 Foam Core Laminate 36 x 48 $ - $ - P.1 hour turn around rush charge* 79 $ - Attachment A - Price Schedule.xlsx 40f 5 *NOTE — Rush jobs are requested approximately 10 times per week. Please quote your average rush charge for a 1 hour turn around. Feel free to attach an additional proposal for how to handle rush jobs, Le. a sliding scale in relation to the size of a rush job. Q. Set up Fees Each/Hour 80 $ - R. Artwork, Graphic Design Each/Hour 81 $ - S. Typesetting Each/Hour 82 $ - Totals - For comparison purposes $ Part II - Percent Discount Bidder shall provide one single fixed percentage discount which will be applied to any future printing projects not included in the line items above in Part I. Successful vendor will provide a quote based upon the specifications provided and apply the percent discount. 83 Percent of Discount Offered Attachment A - Price Schedule.xlsx 5 Of 5 129 North 2nd Street \ A Yakima, Washington • 98901 (509) 575-6093 October 6, 2025 Dear Sir or Madam Subject: RFP 12503P Printing Services Addendum No. 1— Answers to Questions asked & Amendment to Specifications A. Questions: 1. How many divisions within Yakima might require their own account? Answer: Currently there are 10 different divisions }ith'in the city that Ilse these services. This will be a city-wide contract, If more Divisions use this service, they will need their awn account. 2. What company or company name has held the contract for the past five years? Answer: The Print Guys. This contract expired on 9/1/24. What frequency has required a face-to-face, pick-up, rush, or physical presence with departments within the city of Yakima in the last year? Answer: The City Engineer°irtg i ivisiorr (yes used these services ft r' public meetings, where project documents, flyers and pamphlets are needed. Staff have indicated that the frequency is a few times a year. The City legal € ivision have used these services for forms used for Prosecution. Staff have indicated that the frequency is minino3. 4. What is the estimated potential spend for this contract? If you cannot calculate the total spend, can you provide the spend on this contract for the last 12 months? Answer: 2024 S86,675 2025 YID (9/30/25) 33,5511 this be a single vendor award or a multiple vendor award? Answer: One or multiple vendors may be selected to furnish printing services on an "as needed basiss''. 6. What percentage of the task orders are applicable to CFR 200 or to FTA? Answer: Approximately 25%, The city'. Transit Division receives various grant funding, Their purchases will fall under this category, 7. How are you scoring the distance (within 1© miles)? Companies within 10 miles get 15 points; outside of 10 miles, the company receives zero. Is there a scale for points based on outside 10 miles? How is this M (509) 575-6093 D (509) 576-6696 F (509) 576-63941 E Christine.payer@y<akimawa.gcv W vuvv v.ya irn va,g©v/services/purchtasint Page 1 of 2 being calculated? Answer: Vendors within :10 miles :+gill ecei e 10 points. All others 'NI li receive a tivei587te 1 sco' has°r distance from the City of Yakima, For comparison purposes the address for city hall will be used; 129 N Yakima 1'A 9$101,. ple. Vendor A •- 10 miles, Vendor 0z -- 20 miles, z'stdr r' C —30 Miles Points received, 'Vendor A m.- 10, Vendor 0 — 5, Vendor C • 3 B. Amendment to Specifications: 1. Evaluation Criteria — Points for Location will be a weighted score. item No. Description Max Points Proposer Qualifications & Capabilities (Demonstration of adequate experience, qualifications & industry experience). Scope and Objectives (Understanding of the City's needs and approach to completing identified scope of work). Location (weighted score) Cost (weighted score) References TOTAL POSSIBLE POINTS 0 30 10 30 Pass/Fail 1©© 2. Location — This service may require rush jobs, face-to-face service by both parties, in -person pick-ups and deliveries. For this reason, it is preferred that Proposers be located within 10 miles of the City of Yakima. Location will be removed from the Scope and Objectives scoring section and will be scored separately. Additionally, the maximum score for this section has been changed from 15 points to 10 points. The service may require rush jobs, but the frequency has been determined to be at a lower level. 3. The maximum scoring for "Scope and Objectives" has been changed from 25 points to 30 points. Please acknowledge receipt of this addendum on the Cover Sheet, page two (2), of the RFP document. please contact me at (509) 576-6696, or christina.payer@vakimawa.gov with any questions. Sincerely, Christina Payer, CPPB Buyer II - City of Yakima Purchasing CC: File M (509) 575-6093 ©(509) 576-6696 F (S09) 5'76-6: 94 E chris0o ,payerOyakimawa.kov W www.yakmawa.6ov/services/purchasing Page 2 of 2 EXHIBIT B - COST PROPOSAL (COMPENSATION) of C9 s en Tab1 ... able f :; n nts�.a....o.,.o,....................,....n.,�...r,,.,o....�.�...x,,,..,.f a Tab 2 -w fi" :over x ta Tab 4 E s onse Proposer �,Lrai 'cations and ...apabi . it ar dal Capability to p T of r spo rye o Scope and Tab 6 SaC pi ntra t and Terms and Condlttons,e............. _„. Tab7 — Requfted rrns,...w,....,..,..n,..,..o..,......a._...,,..at......._... w.oe .o-n .n 1. Proposer C , nnaire_ 2. Proposer Refer r cc4,....... x s ' " .J"t.- :r r,,� ""e 7 �. Der�c3Ct1'1F'rlt an Sti.1�rJk�r`351rr) r��tcr�a�.��liaC,,��� FGti�..,.,.,..�..aoo,..,.P<'���:. 2d . Certificate of Liability Insurance_ ..Page 4 ra g e ge 6 Tab $ - Cost Proposal (nfcrrt rt .Pages 21--21 ,Pages &58 64 nd PnYa raa datn nntnri CITY OF YAKIMA REQUEST FOR PROPOSALS 12503P PRINTING SERVICES COVER SHEET THIS IS NOT AN ORDER RFP r Release Date ll ote ' i =;r 2025 Proposal Receipt: The Ciity's e-Procurerr,en>t websitetcorn, shall receive Proposals for the above referen RAF, Proposers must first register with PublicPurchase,com. Register as early as pos idle atnd tneyt wait trratil the due date/tune o upload your documents, as this may take some time_ The City`s solicitation management system will not accept electronic responses after 2:00:00 PM, with no exception, Proposals shall be firm for acceptance for ninety (90) days from the date of the public Proposal opening, unless otherwise noted, Purcha er For; City of Yakima 129 N " Street Yakima, WA 98901 Propos es Must he completely ei October 16,. 2025 , 2:00:00 PDT Public; Opening j rrr s ischarge t t is procurement t(„- ' Christina Payer, CPPB Buyer 11 E-arils Address 6696 PROJECT DESCRIPTION SUMMARY Genera printing services for various city departments. Including, but not limited to printing of letterhead, envelopes, business cards, carbonless forms (single and multipage), pamphlets, books and brochures. t Payment, Discount: Delivery Detai reby acknowledge receiving addendum s been int of free competition, that a'e trs v^s'v.*YID'tr Y.s �YPk`:'fCA"� '"£� iA3i�P" peeing of Propos c We/I will complete c y '�+,=ithin Freight Prepaid, Inside Delivery required er reoeipt of order, seas many spaces as addenda received entered into any agreement or part, made t i to <Sr arty Other arson or firm to sob other Proposer, competitor or potential competitor: t rws c er competitor: that the „ hcVa statement is accurate under delusion or otherwise rmit a Proposab (hat posai has not been it e ru ry+, Furthermore, the Washington State Interlocal Cooperative Act (RCW 39,34) provides that other governmental agencies may purchase goods or services an this solicitation or contract in accordance with the terms and prices indicated therein it II parties agree. The City does not accept any responsibility or involvement in the purchase orders or contracts issued by other public agencies. ny Name Name of s, conditions and specification required by the City of Yakima in this Request for Proposal and all terms of our Proposal, =,r;t,tatarxy Representative (Type or Fria) RFP 12503P Printing Services any Address Page 2 of 65 were w@ d additioria a m Ganag w N. A\ § edk ('. \ � \�\ � � ye¥\/�� #5 ,4thaly,\m\ y �! %. \ ^ ° . � \ � � � wovoices, Tab 4 - esp nse to ManciatocKProsasei Pr ippser Qu ifsc and Capabilities a,, p?..oaniz 3Kif?.n!.a.l.._r„x. '�:rie cc: The tip been u) business for 2la y.'c1rs. We have a total of 1,6 b. majority °four° rt twee n Tt_} 30+ year The Project. Managerr. ler this account will be Mc, C eT 1 yeast, Don ..*vas responsible !G Set and unlit Transit and Banner ;additional year's_, Coastal accounts such as Banner Bank, Paki Banner t', The Account Marra a SSISt t ,' C rtystal t.1 The Print Guys Inc, will no iti,Y.mtj9e29Lt€ rn�s d.Electronic Capabilities: no additional cost. 0nbne powS's department ftw duiritiii, the of included r000wing castomer to review and changes can apt.: rd i;ct�uirrvmtnt Saltimn County Prints .nation and the e COrLint ePrirt(. Hewers 'r The Print is buys for over 4 } a members that will deliveries. this contract, T rs at i; customer a ant can be made October 8, 2i20 To:'ity of Yakima RE: The tsrint Guys Inc, — Financial Capal i:ity to Perform The Print Guys Inc. }gas been c font of Banc er Rank since 2005 antf is irk good s°tandin and has paid ail debt as agreed. Please do not °tei :ate to reach orrt if you nave nai questions regarding The Print Guys inc.'s financial Capability to Perform at 509-406-6209 or mai, Regards, Tab5 - Response to 5c©P and door* handers, envelopes, ri ytt e trl , a, tocatoctn — The Print Guys inc`, is office, City of Yakima main ofi�dt.,e_ b, Order Placement -° Purchase orders or credo card fsayrnt d"& ' s ('r lti"t tit rf= We can also account `o that no order i`s processed out the issuance of a purchase Carder number if required. der Delivery —A produ t o f Y �a c in; .fa r i st ru t .°.. rid -a y from S:ddn 'r — 5:ddn rr, a1"a'.a we will dr%3ve. e and Adobe files. tt customer satisfaction sebousy, has been prroduc d S correctly The Print Goys will replace additional cost. Y kirria and. is vtithin sfes,tt"Je product w, g distance of the 'e free delivery k. 1f there is an error in printing that is Cbo responsibili y of The Print Goss tnr.., the trr duct U t7 replaced at no additional cost. I, ldn' e!L.0 ,Wer Runs__... This Edr`t ,he noted on your ntcr':°t ttdit flat dsd' nlY.d.,,;�r' c�= r a its are not ce ted nn, Vendor Mobility We are happy to meet at any of the location's and department as needed to discuss projects, Pickup or deliver sample or drop olt proofs. l ". Ariwork�Ne�atives, F?laes— s�r�>���xrt>r�orky negatives �r plates that we are provided are proprt the City of Yakif -la, this is common practice in our .indiiistry taa° e air., h upon request. PfC3C,f5 yAie requoe proofs on all new jobs Productlta,s5 d ti t iwiys received from our customer. €t alf i( [ssd Ct for ail ethe thes,e files hack approva eriais that are not hdsted. This is,sorrk thing that we Nmpr uy c opted above, A boa' er month C a k pas;. due ATTACHMENT D - SAMPLE CONTRACT PROFESSIONAL SERVICES AGREEMENT RFP 12503P Printing Services THIS PROFESSIONAL SERVICES AGREEMENT, entered into on the date of last execution, between the City of Yakima, a Washington municipal corporation ("City"), and , ("Contractor"), WITNESSETH: The parties, in consideration of the terms and conditions herein, do hereby covenant and agree as follows: 1. Statement of Work The minimum services (hereinafter referred to as "Services") that the Contractor will provide include services described in RFP 12503P Printing Services, which are attached as Exhibit A hereto and incorporated herein by this reference. 2. Compensation The City agrees to pay the Contractor according to Exhibit B, attached hereto and incorporated herein, which Exhibit includes the deliverables and payment schedule of itemized prices as listed in the Contractor's Proposal submittal at the time and in the manner and upon the conditions provided for the Contract. 3. Contract Term The period of this Contract shall be for a period of one (1) year from its effective date. The City may, at its option, extend the Contract on a year to year basis for up to four (4) additional years. Contract extensions shall be automatic, and shall go into effect without written confirmation, unless the City provides advance notice of the intention to not renew or unless the Services have been completed to the City's satisfaction prior to any automatic renewal. 4. Price Increases Pricing shall be prepared with the following terms. The Purchasing Manager may exempt these requirements for extraordinary conditions that could not have been known by either party at the time of bid or other circumstances beyond the control of both parties, as determined in the opinion of the Purchasing Manager. Prices shall remain firm for the first twelve (12) month period of the contract. Pricing and discounts shown on Bid shall be consistently applied and remain firm throughout the first twelve (12) months of the contract. If requested by the Contractor in writing thirty (30) days before the anniversary date of each year of the contract, the City will consider increasing the Contractor's rates per the Seattle -Tacoma -Bellevue Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI-W) for the previous twelve months. The CPI Calculator is available at: https://beta.bls.aov/dataViewer/view/timeseries/CWURS49DSA0 . The City, in its sole discretion, will decide whether to approve or deny the rate increase request or any part thereof within thirty (30) days of receipt of the request. If approved, increase shall take effect thirty (30) days after approval. Price increases for any other justifiable reason will be considered on a case -by -case basis. Price increase requests will not be considered or granted until any outstanding required financial reports have been submitted to the City. No discount adjustments will be allowed. The adjustment (if any) shall remain firm and fixed for at least 365 days after the effective date of the adjustment. 5. Agency Relationship between City and Contractor Contractor shall, at all times, be an independent Contractor and not an agent or representative of City with regard to performance of the RFP 12503P Printing Services Page 30 of 65 Services. Contractor shall not represent that it is, or hold itself out as, an agent or representative of City. In no event shall Contractor be authorized to enter into any agreement or undertaking for, or on. behalf of City. 6. Successors and Assigns a. Neither the City, nor the Contractor. shall assign, transfer, or encumber any rights, duties, or interests accruing from this Contract without the prior written consent of the other. b. The Contractor for himself, and for his heirs, executors, administrators, successors, and assigns, does hereby agree to the full performance of all the covenants herein contained upon the part of the Contractor. 7. Property Rights All records or papers of any sort relating to the City and to the project will at all times be the property of the City and shall be surrendered to the City upon demand. All information conceming the City and said project which is not otherwise a matter of public record or required by law to be made public, is confidential, and the Contractor will not, in whole or part, now or at any time disclose that information without the express written consent of the City. 8. Inspection and Production of Records a. The records relating to the Services shall, at all times, be subject to inspection by and with the approval of the City, but the making of (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Contract, notwithstanding the City's knowledge of defective or non- complying performance, its substantiality or the ease of its discovery. Contractor shall provide the City sufficient, safe, and proper facilities, and/or send copies of the requested documents to the City. Contractor's records relating to the Services will be provided to the City upon the City's request. b. Contractor shall promptly fumish the City with such information and records which are related to the Services of this Contract as may be requested by the City. Until the expiration of six (6) years after final payment of the compensation payable under this Contract, or for a longer period if required by law or by the Washington Secretary of State's record retention schedule, Contractor shall retain and provide the City access to (and the City shall have the right to examine, audit and copy) all of Contractor's books, documents, papers and records which are related to the Services performed by Contractor under this Contract. If any litigation, claim, or audit is started before the expiration of the six -year period, or for the required period outlined by the Washington Secretary of State's record retention period if longer, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved. c. All records relating to Contractor's services under this Contract must be made available to the City, and the records relating to the Services are City of Yakima records. They must be produced to third parties, if required pursuant to the Washington State Public Records Act, Chapter 42.56 RCW, or by law. All records relating to Contractor's services under this Contract must be retained by Contractor for the minimum period of time required pursuant to the Washington Secretary of State's records retention schedule. d. The terms of this section shall survive any expiration or termination of this Contract. 9. Work Made for Hire All work the Contractor performs under this Contract shall be considered work made for hire, and shall be the property of the City. The City shall own any and all data, documents, plans, copyrights, specifications, working papers, and any other materials the Contractor produces in connection with this Contract. On completion or termination of the Contract, the Contractor shall deliver these materials to the City. RFP 12503P Printing Services Page 31 of 65 10. Compliance with Law Contractor agrees to perform all Services under and pursuant to this Contract in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise, including policies adopted by the City, as those laws, ordinances, rules, regulations, and policies now exist or may hereafter be amended or enacted. Contractor shall procure and have all applicable and necessary permits, licenses and approvals of any federal, state, and local government or governmental authority or this project, pay all charges and fees, and give all notices necessary and incidental to the due and lawful execution of the work. Contractor shall procure and have all applicable and necessary permits, licenses and approvals of any federal, state, and local government or govemmental authority or this project, pay all charges and fees, and give all notices necessary and incidental to the due and lawful execution of the work. a. Procurement of a City Business License. Contractor must procure a City of Yakima Business License and pay all charges, fees, and taxes associated with said license. Contractor must provide proof of a valid Washington department of Revenue state excise tax registration number, as required in Title 82 RCW. b. Contractor must provide proof of a valid Washington Unified Business Identification (UBI) number. Contractor must have a current UBI number and not be disqualified from bidding on any public works contract under RCW 39.06.101 or 36.12.065(3). c. Contractor must provide proof of a valid Washington Employment Security Department number as required by Title 50 RCW. d. Foreign (Non -Washington) Corporations: Although the City does not require foreign corporate proposers to qualify in the City, County or State prior to submitting a proposal, it is specifically understood and agreed that any such corporation will promptly take all necessary measures to become authorized to conduct business in the City of Yakima, at their own expense, without regard to whether such corporation is actually awarded the contract, and in the event that the award is made, prior to conducting any business in the City. 11. Nondiscrimination Provision During the performance of this Contract, the Contractor agrees as follows: The Contractor shall not discriminate against any person on the grounds of race, creed, color, religion, national origin, sex, age, marital status, sexual orientation, gender identity, pregnancy, veteran's status, political affiliation or belief. or the presence of any sensory, mental or physical handicap in violation of the Washington State Law Against Discrimination (RCW chapter 49.60) or the Americans with Disabilities Act (42 USC 12101 et seq.). This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of Services under this Agreement. Contractor agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. In the event of the Contractor's noncompliance with the non-discrimination clause of this contract or with any such rules, regulations, or orders, this Contract may be cancelled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for any future City contracts. RCW 35.22.650: Contractor agrees that the Contractor shall actively solicit the employment of minority group members. Contractor further agrees that the Contractor shall actively solicit bids for the subcontracting of goods or services from qualified minority businesses. Contractor shall furnish evidence of the Contractor's compliance with these requirements of minority employment and solicitation. RFP 12503P Printing Services Page 32 of 65 Contractor further agrees to consider the grant of subcontracts to said minority bidders on the basis of substantially equal proposals in the light most favorable to said minority businesses. The Contractor shall be required to submit evidence of compliance with this section as part of the RFP. Nothing in this Agreement shall require Contractor or any of its subcontractor(s) to take action that would be deemed discrimination or preferential treatment in violation of RCW 49.60.400. Pursuant to RCW 49.60.400(6), this Section does not prohibit action that must be taken to establish or maintain the City's eligibility for any federal program, if ineligibility would result in a loss of federal funds to the City. 12. Pay Transparency Nondiscrimination Provision The Contractor will not discharge or in any other manner discriminate against employees or applicants because they have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant. However, employees who have access to the compensation information of other employees or applicants as a part of their essential job functions cannot disclose the pay of other employees or applicants to individuals who do not otherwise have access to compensation information, unless the disclosure is (a) in response to a formal complaint or charge, (b) in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or (c) consistent with the contractors legal duty to fumish information. 13. Indemnification and Hold Harmless a. Contractor shall take all necessary precautions in performing the Services to prevent injury to persons or property. The Contractor agrees to release, indemnify, defend, and hold harmless the City, its elected and appointed officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers from all liabilities, losses, damages, and expenses related to all claims, suits, arbitration actions, investigations, and regulatory or other governmental proceedings arising from or in connection with this Agreement or the acts, failures to act, errors or omissions of the Contractor, or any Contractor's agent or subcontractor, in performance of this Agreement, except for claims caused by the City's sole negligence. The City's right to indemnification includes attomey's fees costs associated with establishing the right to indemnification hereunder in favor of the City. b. If any suit, judgment, action, claim or demand arises out of, or occurs in conjunction with, the negligent acts and/or omissions of both the Contractor and the City, or their elected or appointed officials, officers, employees, agents, attomeys or volunteers, pursuant to this Contract, each party shall be liable for its proportionate share of negligence for any resulting suit, judgment, action, claim, demand, damages or costs and expenses, including reasonable attomeys' fees. c. Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. Contractor shall require that its subcontractors, and anyone directly or indirectly employed or hired by Contractor, and anyone for whose acts Contractor may be liable in connection with its performance of this Agreement, comply with the terms of this paragraph, waive any immunity granted under Title 51 RCW, and assume all potential liability for actions brought by their respective employees. The Parties acknowledge that they have mutually negotiated this waiver. d. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, shall be only to the extent of the Contractor's negligence. RFP 12503P Printing Services Page 33 of 65 e. Nothing contained in this Section or this Contract shall be construed to create a liability or a right of indemnification in any third party. The terms of this Section shall survive any expiration or termination of this Contract. 14. Contractor's Liability Insurance At all times during performance of the Services and this Contract, Contractor shall secure and maintain in effect insurance to protect the City and Contractor from and against any and all claims, damages, losses. and expenses arising out of or resulting from the performance of this Contract. If Contractor carries higher coverage limits than the limits stated below, such higher limits shall be shown on the Certificate of Insurance and Endorsements and the City shall be named as an additional insured for such higher limits. Contractor shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the right to require higher limits should it deem it necessary in the best interest of the public. Contractor shall provide a Certificate of Insurance to the City as evidence of coverage for each of the policies and outlined herein. A copy of the additional insured endorsement attached to the policy shall be included with the certificate. This Certificate of insurance shall be provided to the City, prior to commencement of work. Failure to provide the City with proof of insurance and/or to maintain such insurance outlined herein shall be a material breach of this agreement and a basis for termination. Failure of City to demand such verification of coverage with these insurance requirements or failure of City to identify a deficiency from the insurance documentation provided shall not be construed as a waiver of Contractor's obligation to maintain such insurance. Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Agreement, and any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of the Contractor's insurance and neither the City nor its insurance providers shall contribute to any settlements, defense costs, or other payments made by Contractor's insurance. All additional insured endorsements required by this Section shall include an explicit waiver of subrogation. The following insurance is required: a. Commercial Liability Insurance Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance and additional insured endorsements as proof of commercial liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence, combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate. If Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents, attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The certificate of insurance and additional insured endorsements shall name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. b. Automobile Liability Insurance Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of automobile liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence. If RFP 12503P Printing Services Page 34 of 65 Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents, attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The certificate of insurance and additional insured endorsements shall name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. The business auto liability shall include Hired and Non -Owned coverage if necessary. c. Employer's Liability (Stop Gap) Contractor and all subcontractor(s) shall at all times comply with all applicable workers' compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable, and shall maintain Employer's Liability insurance with a limit of no Tess than $1,000,000.00. The City shall not be held responsible in any way for claims filed by Contractor or its employees for services performed under the terms of this Contract. Contractor agrees to assume full liability for all claims arising from this Contract including claims resulting from negligent acts of all subcontractor(s). Contractor is responsible to ensure subcontractor(s) have insurance as needed. Failure of subcontractors(s) to comply with insurance requirements does not limit Contractor's liability or responsibility. d. Professional Liability The Contractor shall provide evidence of Professional Liability insurance covering professional errors and omissions. Contractor shall provide the City with a certificate of insurance as proof of professional liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per claim combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide. If the policy is written on a claims made basis the coverage will continue in force for an additional two years after the completion of this contract. If insurance is on a claims made form, its retroactive date, and that of all subsequent renewals, shall be no later than the effective date of this Contract. Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Contract. Any insurance. self-insurance or insurance pool coverage maintained by the City shall be in excess of the Contractor's insurance and neither the City nor its insurance providers shall contribute to any settlements, defense costs, or other payments made by Contractor's insurance. If at any time during the life of the Contract, or any extension, Contractor fails to maintain the required insurance in full force and effect, all work under the contract shall be discontinued immediately. Any failure to maintain the required insurance may be sufficient cause for the City to terminate the Contract. 15. Severability If any term or condition of this Contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this Contract are declared severable. 16. Contract Documents This Contract, the Request for Proposals No.12503p Printing Services, Scope of Work, conditions, addenda, and modifications and Contractor's proposal (to the extent consistent with Yakima City documents) constitute the Contract Documents and are complementary. RFP 12503P Printing Services Page 35 of 65 Specific Federal and State laws and the terms of this Contract, in that order respectively, supersede other inconsistent provisions. These Contract Documents are on file in the Office of the Purchasing Manager, 129 No. 2nd St., Yakima, WA, 98901, and are hereby incorporated by reference into this Contract. 17. Termination Termination for Cause In the event the Contractor breaches this Contract, the City may terminate the Contract at its sole discretion in such event that it provides the Contractor with written notice of Contractor's breach and the Contractor fails to cure its breach within 30 days of this notice. In the event of the City breaches this Contract, the Contractor may terminate the Contract at its sole discretion in such event that it provides the City with written notice of City's breach and the City failes to cure its breach of the Contract within 60 days of this notice. The following represents a non-exclusive, illustrative list of instances that shall be considered a breach by the Contractor: a. Defaults on an obligation under the Contract; b. Fails to perform any material obligation required under the Contract; c. Files a petition in bankruptcy, becomes insolvent, or otherwise takes action to dissolve as a legal entity; d. Allows any final judgment not to be satisfied or a lien not to be disputed after a legally -imposed, 30-day notice; e. Makes an assignment for the benefit of creditors: f. Fails to follow the sales and use tax certification requirements of the State of Washington; 9- h. Incurs a delinquent Washington tax liability; Becomes a State or Federally debarred Contractor; Is excluded from federal procurement and non -procurement Contracts; Fails to maintain and keep in force all required insurance, permits and licenses as provided in the Contract; Fails to maintain the confidentiality of the City information that is considered to be Confidential Information, proprietary, or containing Personally Identifiable Information; I. Contractor performance threatens the health or safety of a City, County or municipal employee; or Termination for Convenience The City may terminate the Contract, without cause, by providing 30 days written notice of termination. In the event of termination for convenience, the Contractor shall be entitled to receive compensation for any fees owed under the Contract. The Contractor shall also be compensated for partially completed services. In this event, compensation for such partially completed services shall be no more than the percentage of completion of the services requested, at the sole discretion of the City, multiplied by the corresponding payment for completion of such services as set forth in the Contract. Alternatively, at the sole discretion of the City, the Contractor may be compensated for the actual service hours provided. The City shall be entitled to a refund for goods or services paid for but not received or implemented, such refund to be paid within 30 days of written notice to the Contractor requesting the refund. Change in Funding In addition to the above termination provisions, if the funds upon which the City relied to establish this Contract are withdrawn, reduced, RFP 12503P Printing Services Page 36 of 65 or limited, or if additional or modified conditions are placed on such funding, the City may terminate this Contract by providing at least five business days written notice to the Contractor. The termination shall be effective on the date specified in the notice of termination. 18. Dispute Resolution In the event that any dispute shall arise as to the interpretation of this agreement, or in the event of a notice of default as to whether such default does constitute a breach of the contract, and if the parties hereto cannot mutually settle such differences, then the parties shall first pursue mediation as a means to resolve the dispute. If the afore mentioned methods are either not successful then any dispute relating to this Agreement shall be decided in the courts of Yakima County, in accordance with the laws of Washington. If both parties consent in writing, other available means of dispute resolution may be implemented. 19. Re -Award When the contract is terminated by the Contractor upon providing the written notice as herein required, the City, pursuant to City ordinance, may re -award the contract to the next most responsible Proposer within 120 days from original award. When a Contractor is unable to supply goods and/or services to the City and is in breach of the contract, or when the contract is terminated by the City for cause as herein provided, the City reserves the right to re -award the contract to the next most responsible Proposer within 120 days from original award. 20. Substitution The Contractor shall not substitute or deviate from said specifications of this Contract without a written amendment, signed by the City Manager, or pursuant to Section 51 below entitled "Change or Notice". Any violation of this procedure by the Contractor will be considered cause for immediate cancellation of the Contract for cause by the City. 21. Contractor Shall Furnish Except as otherwise specifically provided in this Contract, Contractor shall furnish the following, all as the same may be required to perform and provide the services in accordance with the terms of this Contract: personnel, labor, products and supervision; and technical, professional and other services. NI such services, products, property and other items fumished or required to be furnished, together with all other obligations performed or required to be performed, by Contractor under this Contract are sometime collectively referred to in this Contract as the "(Services)." 22. Complementary Provisions All provisions of this Contract are intended to be complementary, and any services required by one and not mentioned in another shall be performed to the same extent as though required by all. Details of the services that are not necessary to carry out the intent of this Contract, but that are not expressly required, shall be performed or furnished by Contractor as part of the services, without any increase in the compensation otherwise payable under this Contract. 23. Invoices The City will use its best efforts to pay each of Contractor's invoices within thirty (30) days after the City's receipt and verification thereof; provided, however, that all such payments are expressly conditioned upon Contractor providing services hereunder that are satisfactory to the City. The City will notify the Contractor promptly if any problems are noted with the invoice. To insure prompt payment, each invoice should cite purchase order number, RFQP number, detailed description of work, unit and total price, discount term and include the Contractor's name and return remittance address. Contractor will mail invoices to the City at individual addresses provided by the City at the time of order. 24. Credit Card Acceptance The City, in its sole discretion, will determine the method of payment for goods and/or services as part of this agreement. The City's preferred method of payment is by procurement (credit) card. Proposers may be required to have the capability of accepting the City's RFP 12503P Printing Services Page 37 of 65 authorized procurement card as a method of payment. No price changes or additional fee(s) may be assessed when accepting the procurement card as a form of payment. 25. Prime Contractor Contractor is the Prime Contractor hereunder. The Prime Contractor shall be the sole point of contact with regard to all contractual matters arising hereunder, including the performance of services and the payment of any and all charges resulting from its contractual obligations. 26. Delegation of Professional Services The services provided for herein shall be performed by Contractor, and no person other than regular associates or employees of Contractor shall be engaged on such work or services. Contractor shall not (by contract, operation of law or otherwise) delegate or subcontract performance of any services to any other person or entity without the prior written consent of the City. Any such delegation or subcontracting without the City's prior written consent shall be voidable at the City's option. No delegation of subcontracting of performance of any of the services, with or without the City's prior written consent, shall relieve Contractor of its responsibility to perform the services in accordance with this Contract. Contractor shall be fully responsible for the performance, acts and omissions of Contractor's employees, Contractor's subcontractors, and any other person who performs or fumishes any services (collectively, the "Support"). Contractor shall at all times be an independent contractor and not an agent or representative of the City with regard to performance of the services. Contractor shall not represent that it is, nor hold itself out as, an agent or representative of the City. In no event shall Contractor be authorized to enter into any agreement or undertaking for or on behalf of the City. Neither the Contractor nor any employee of the Contractor is entitled to any benefits that the City provides its employees. The Contractor is solely responsible for payment of any statutory workers compensation or employer's liability insurance as required by state law. The Contractor will have an active account with the Department of Revenue, other state agencies as needed, and a separate set of books or records that reflect all items of income and expenses of the business that the Contractor is conducting. Contractor shall perform the services in a timely manner and in accordance with the standards of the profession. At the time of performance, Contractor shall be properly licensed, equipped, organized, and financed to perform the services in accordance with this Contract. Subject to compliance with the requirements of this Contract, Contractor shall perform the services in accordance with its own methods. 27. Licenses If applicable, Contractor shall have a valid and current business license per Chapter 5.02 Section 5.02.010 of the Yakima Municipal Code covering this type of business and shall satisfy all applicable City Code provisions. Said license shall be obtained prior to the award of any contract. Inquiries as to fees, etc., should be made to the Office of Code Administration, telephone (509) 575-6121. In addition, Contractors are required to be registered by the State per Chapter 18.27 of the Revised Code of Washington and their registration number must be listed on the bid/RFP/quote. Contractor shall take all reasonable precautions to protect against any bodily injury (including death) or property damage that may occur in connection with the services. 28. Taxes and Assessments Contractor shall be solely responsible for and shall pay all taxes, deductions, and assessments, including but not limited to federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract, Contractor shall pay the same before it becomes due. RFP 12503P Printing Services Page 38 of 65 The City and its agencies are exempt from payment of all federal excise taxes, but not sales tax (currently at 8.3%). Tax will not be considered in determining which proposal is the lowest or best, however RCW 39.30.040 allows the City to take any sales tax and 8&O tax that is will receive from purchasing supplies, materials and equipment within its boundaries into consideration when determining the lowest responsible Proposer. 29. Contractor Tax Delinquency Contractors who have a delinquent Washington tax liability may have their payments offset by the State of Washington. 30. Inspection: Examination of Records The Contractor agrees to furnish the City with reasonable periodic reports and documents as it may request and in such form as the City requires pertaining to the work or services undertaken pursuant to this Agreement. The costs and obligations incurred or to be incurred in connection therewith, and any other matter are to be covered by this Agreement. The records relating to the services shall, at all times, be subject to inspection by and with the approval of the City, but the making of (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the services in accordance with this Contract, notwithstanding the City's knowledge of defective or non -complying performance, its substantiality or the ease of its discovery. Contractor shall provide the City sufficient, safe, and proper facilities and equipment for such inspection and free access to such facilities. 31. Recordkeeping and Record Retention The Contractor shall establish and maintain adequate records of all expenditures incurred under the contract. All records must be kept in accordance with generally accepted accounting procedures. All procedures must be in accordance with federal, state and local ordinances. The City shall have the right to audit, review, examine, copy, and transcribe any pertinent records or documents relating to any contract resulting from this proposal held by the Contractor. The Contractor will retain all documents applicable to the contract for a period of not less than three (3) years after final payment is made. 32. Confidential, Proprietary and Personally Identifiable Information Contractor shall not use Confidential, Proprietary or Personally Identifiable Information of City for any purpose other than the limited purposes set forth in this Contract, and all related and necessary actions taken in fulfillment of the obligations there under. Contractor shall hold all Confidential Information in confidence, and shall not disclose such Confidential Information to any persons other than those directors, officers, employees, and agents ("Representatives") who have a business -related need to have access to such Confidential Information in furtherance of the limited purposes of this Contract and who have been apprised of, and agree to maintain, the confidential nature of such information in accordance with the terms of this Contract. Contractor shall institute and maintain such security procedures as are commercially reasonable to maintain the confidentiality of the Confidential Information while in its possession or control including transportation, whether physically or electronically. Contractor shall ensure that all indications of confidentiality contained on or included in any item of Confidential Information shall be reproduced by Contractor on any reproduction, modification, or translation of such Confidential Information. If requested by the City in writing, Contractor shall make a reasonable effort to add a proprietary notice or indication of confidentiality to any tangible materials within its possession that contain Confidential Information of the City, as directed. Contractor shall maintain all Confidential Information as confidential for a period of three (3) years from the date of termination of this Contract, and shall return or destroy said Confidential Information as directed by the City in writing. RFP 12503P Printing Services Page 39 of 65 Contractor may disclose Confidential Information in connection with a judicial or administrative proceeding to the extent such disclosure is required under law or a court order, provided that the City shall be given prompt written notice of such proceeding if giving such notice is legally permissible. 33. Suspension of Work The City may suspend, in writing by certified mail, all or a portion of the Service under this Agreement if unforeseen circumstances beyond the City's control are interfering with normal progress of the Service. The Contractor may suspend, in writing by certified mail, all or a portion of the Service under this Agreement if unforeseen circumstances beyond Contractor's control are interfering with normal progress of the Service. The Contractor may suspend Service on the Project in the event the City does not pay invoices when due, except where otherwise provided by this Agreement. The time for completion of the Service shall be extended by the number of days the Service is suspended. If the period of suspension exceeds ninety (90) days, the terms of this Agreement are subject to renegotiation, and both parties are granted the option to terminate the Service on the suspended portion of Project in accordance with Section 16. 34. Provision of Services The Contractor shall provide the services set forth herein with all due skill, care, and diligence, in accordance with accepted industry practices, standards and legal requirements, and to the City 's satisfaction; the City decision in that regard shall be final and conclusive. The City may inspect, observe and examine the performance of the services performed on the City premises at any time. The City may inspect, observe and examine the performance of Contractor's services at reasonable times, without notice, at any other premises. a. If the City notifies the Contractor that any part of the services rendered are inadequate or in any way differ from the Contract requirements for any reason, other than as a result of the City's default or negligence, the Contractor shall, at its own expense, reschedule and perform the services correctly within such reasonable time as the City specifies. This remedy shall be in addition to any other remedies available to the City by law or in equity. b. The Contractor shall be solely responsible for controlling the manner and means by which it and its Contracted Personnel or its subcontractors perform the services, and the Contractor shall observe, abide by, and perform all of its obligations in accordance with all legal requirements and City work rules. 35. Assignment This Contract, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by Contractor to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of Contractor stated herein. 36. No Conflict of Interest Contractor represents that it or its employees do not have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Contract. Contractor further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Contract. 37. Contract Preservation If any provision of the Agreement, or the application of such provision, shall be rendered or declared invalid by a court of competent jurisdiction, or by reason of its requiring any steps, actions or results, the remaining parts or portions of this Agreement shall remain in full force and effect. 38. Promotional Advertising / News Releases Reference to or use of the City, any of its departments, agencies or other subunits, or any official or employee for commercial promotion is prohibited. News releases pertaining to this procurement shall not be made without prior approval of the City. Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the contracting agency. RFP 12503P Printing Services Page 40 of 65 39. Time is of the Essence Timely provision of the services required under this Contract shall be of the essence of the Contract, including the provision of the services within the time agreed or on a date specified herein. 40. Expansion clause Any resultant contract may be further expanded by the Purchasing Manager in writing to include any other item normally offered by the Contractor, as long as the price of such additional products is based on the same cost/profit formula as the listed item/service. At any time during the term of this contract, other City departments may be added to this contract, if both parties agree. 41. Patent Infringement The contractor selling to the City the articles described herein guarantees the articles were manufactured or produced in accordance with applicable federal labor laws. Further, that the sale or use of the articles described herein will not infringe any United States patent. The contractor covenants that it will at its own expense defend every suit which shall be brought against the City (provided that such contractor is promptly notified of such suit, and all papers therein are delivered to it) for any alleged infringement of any patent by reason of the sale or use of such articles, and agrees that it will pay all costs, damages, and profits recoverable in any such suit. 42. Warranty Unless otherwise specifically stated by the Proposer, Contractor warrants that all goods and/or services furnished under this contract are warranted against defects by the Proposer for one (1) year from date of receipt, are new, conform strictly to the specifications herein, are merchantable, good workmanship, free from defect, are fit for the intended purpose of which such goods and services are ordinarily employed and if a particular purpose is stated in a Special Condition, the goods are then warranted as for that particular purpose. Contractor further warrants that no violation of any federal, state or local law, statute, rule, regulation, ordinance or order will result from the manufacturer, production, sale, shipment, installation or use of any other goods. Contractor's warranties (and any more favorable warranties, service policies, or similar undertaking of Contractor) shall survive delivery, inspection, and acceptance of the goods or services. 43. Access and Review of Contractor's Facilities The City may visit and view any of the offices, premises, facilities and vehicles of the Contractor and/or Contractor's Subcontractor upon request and reasonable notice during the term of the Contract and Contract renewals/extensions. 44. Facility Security The City may prohibit entry to any secure facility, or remove from the facility, a Contract employee who does not perform his/her duties in a professional manner. or who violates the secure facility's security rules and procedures. The City reserves the right to search any person, property, or article entering its facilities. 45. Waiver of Breach A waiver by either party hereto of a breach of the other party hereto of any covenant or condition of this Contract shall not impair the right of the party not in default to avail itself of any subsequent breach thereof. Leniency, delay or failure of either party to insist upon strict performance of any agreement, covenant or condition of this Contract, or to exercise any right herein given in any one or more instances, shall not be construed as a waiver or relinquishment of any such agreement, covenant, condition or right. 46. Integration This Contract, along with the City of Yakima's RFP 12503P Printing Services and the Contractor's response to the Request for Proposals ("RFP"). represents the entire understanding of the City and Contractor as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. This Contract may not be modified or altered except in writing signed by both parties. RFP 12503P Printing Services Page 41 of 65 47. Force Majeure Contractor will not be responsible for delays in delivery due to acts of God, fire, strikes, epidemics, pandemics, war, riot, delay in transportation or railcar transport shortages, provided Contractor notifies the City immediately in writing of such pending or actual delay. Normally, in the event or any such delays (acts of God, etc.) the date of delivery will be extended for a period equal to the time lost due to the reason for delay. 48. Governing Law This Contract shall be governed by and construed in accordance with the laws of the State of Washington. 49. Venue The venue for any judicial action to enforce or interpret this Contract shall lie in a court of competent jurisdiction in Yakima County, Washington. 50. Authority The person executing this Contract, on behalf of Contractor, represents and warrants that they have been fully authorized by Contractor to execute this Contract on its behalf and to legally bind Contractor to all the terms, performances and provisions of this Contract. 51. Notice of Change in Financial Condition If, during the Contract Term, the Contractor experiences a change in its financial condition that may affect its ability to perform under the Contract, or experiences a change of ownership or control, the Contractor shall immediately notify the City in writing. Failure to notify the City of such a change in financial condition or change of ownership or control shall be sufficient grounds for Contract termination. 52. Change or Notice Any alterations, including changes to the nature of the service, made to the Contract shall be rendered in writing and signed by both responsible parties; no changes without such signed documentation shall be valid. No alterations outside of the general scope and intent of the original Request for Proposals or in excess of allowable and accepted price changes shall be made. In no event shall the Contractor be paid or be entitled to payment for services that are not authorized herein or any properly executed amendment. Notice of Business Changes: Contractor shall notify the City in writing within three (3) business days of any change in ownership of the facilities of the Contractor or of the facilities of any subcontractor. The Contractor shall notify the City in writing as soon as possible, and in no event later than three (3) business days, after any decision by the Contractor to change or discontinue service that will affect services provided to the City under this Contract. The City shall have the right to renegotiate the terms and conditions of this Contract to the extent required to accommodate a change in governing law or policy that, in the sole discretion of the City, either substantially and unreasonably enlarges the Contractor's duties hereunder, or renders performance, enforcement or compliance with the totality of the Contract impossible, patently unreasonable, or unnecessary. Notices and demands under and related to this Contract shall be in writing and sent to the parties at their addresses as follows: TO CITY: Christina Payer, CPPB Buyer II City of Yakima Purchasing 129 North 2nd Street Yakima WA, 98901 TO CONTRACTOR: RFP 12503P Printing Services Page 42 of 65 53. Survival The foregoing sections of this Contract, 1-52 inclusive, shall survive the expiration or termination of this Contract in accordance with their terms. IN WITNESS WHEREOF, the parties hereto execute this Contract as of the day and year first above written. CITY OF YAKIMA CONTRACTOR NAME By: City Manager Date: Date: Attest: (Print name) City Clerk List of Exhibits attached to this contract Exhibit A — Specifications Exhibit B — Cost Proposal (Compensation) RFP 12503P Printing Services Page 43 of 65 VII. PROPOSER QUESTIONNAIRE Page 1 of 4 INSTRUCTIONS: Provide the requested information, sign and date. If the Owner requires further description, the Owner may request Proposer to provide such information within a mandatory due date. You must submit this completed form to the Owner with your Proposal. Failure to submit this form fully complete may result in disqualification of Proposal. PROPOSER INFORMATION Proposer's Legal Name: "t€: 24H-r1- s Company's dba: (if applicable) ---7"/&*---"afre7-- ay, c. CEO/President e- Name: Business Federriti Credit C rds (Visa) accepted? az License No. . 079 7cps7 UBI No. 40a2 Litiiii7al 2.0_NozoYes EIN No. No Phone 622, 1/C-3-6;69 FAX ( ) Mailing Address Address ( a I Al,. Al/r City Physical Address City State Zip + 4 Toll Free Phone ( ) E-Mail AddressP", efikrningq< Gat? State Zip + 4 9590 Name the person to contact for questions concerning this proposal. Name Phone FAX (*)9 V$3 -C9 ) //-- Mailing Address City / 7--? 4vc Physical Address City Title ,j1.27-c Toll Free Phone ( ) NI/ A E-Mail Address State Zip + 4 9419 943 RFP 12503P Printing Services State Zip + 4 Page 20 of 65 PROPOSER: --rfrig: Pi217-17- vys ---4414.04 PROPOSER QUESTIONNAIRE Page 2 of 4 OWNERSHIP Is your firm a subsidiary, parent, holding company, or affiliate of another firm? Yes: No: Please explain: FINANCIAL RESOURCES AND RESPONSIBILITY Within the previous five years, has your firm been the debtor of a bankruptcy? Please explain Yes: No: Is your firm in the process of or in negotiations toward being sold? Please explain Within the previous five years, has your firm been debarred from contracting with any local, state, or federal govemment contract? Yes:. No: Please explain Within the previous five years, has your firm been determined to be a non -responsible bidder for a proposal for any government contract? Yes: No: Please explain Within the previous five years, has a governmental or private entity terminated your firm's contract prior to contract completion? Yes: No: Please explain Within the previous five years, has your firm used any subcontractor to perform work on a government contract when that subcontractor had been debarred by a governmental agency? Yes: No: d.)( Please explain RFP 12503P Printing Services Page 21 of 65 ���- 6uy>PRO����������: v � '� ���v��J DISPUTES PROPOSER QUESTIONNAIRE Page 3 of 4 Within the previous five years, has your firm been the defendant in court on a matter related to any of the following? ° Payment 1oaubcontractoYes: Noxa? � Please explain �� °VVorkpedbrmmnoenn000nt�n� �� No '~~� ''— Z~n^Please explain Does your firm have any outstanding judgments pending against h? Please explain Within the prmvouo�voymoro.hnayour�nnbeenansemsed|iq�dm�ddmmages ' Yea: No:on a contract? Please explain Has your firm received notice ufand/or in|b-�mtionabout patent infringement for the product and/or service that your firm is offering to the County? y No: A Please explain COMPLIANCE Within the previous five yeam, has your firm or any ofits owners, partners, or officero, been assessed penalties or found to have violated any |aww, m|ea, or regulations enforced or administered by a governmental entity? This does not include owners oystock �your �rn/sapub&:�traded corporation. Yes: wn� ~�~� Please explain Ucenua(s)are required to perform the services sought by this solicitation. Within the previous five yeons, has your firm had m license suspended by o licensing No: Please explain PROPOSER: tZ - PROPOSER QUESTIONNAIRE BUSINESS INTEGRITY Is a governmental entity or public utility currently investigating your firm for false claims or material misrepresentations? Yes: No: Please explain Within the previous five yearm, has a governmental entity or public ublfty determined your firm made afalse claim ormaterial misrepresentation? Yes: , Within the previous five yeam, has your firm orany ofits owners, partners or officers been convicted of a crime involving the bidding on a government contract, the awarding of a government contract, the performance of a government contract, orofacrime offraud, theft, embezzlement, perjury, bribery? This does not include Owners of stock ff your firm isepublicly traded corporation. Please explain RFP1ZSO3PPrinting Services Page 23of6S VIII. PROPOSER REFERENCES Provide at least three (3) references for organizations with whom your company has provided similar services over the last three (3) years. Include a clear and concise description of the project. The Owner will determine which, if any, references are contacted to assess the quality of work performed. The results of any reference checks will be provided to the Se n Team for this REP and will be used when scoring the written proposal. 1) Company Name ANA/02.- 474 t< Address (include Zip + 4) (i KAD ys / C blet,44 0,40 9r723v Contact Person Email address OLIA- Phone No. 521/- sz 41- Acme-1Am p 64,4Ne-e47-1le .------- — Describe experience with reference: "epik• kn34..,(Cie-Np i"3 171.3 ZLIOA AJC-C 2sD13 (t3E, t`i inXaNS7 lat/gr. j,vH71 Lel/EU Ar/7 Coo0P/Aurse) 40/0 MAY•CM/Ple)9,0AIWAIC OtWt 5 fre3 EWA -7-a•tV /35-- loc,,T74^15 2) Company Name A---.--e-NeC* 6---61C,(Aces Address (include Zip + 4) 3300 04.ymtp.K &apt <IrT )so artiA-5 ) K -75b)9 gigZe-09 Pa-6-5C-e/ gpeocty Describe experience with reference: kicolicela ‘,..) rn- Coritact Person Email address Phone No. gozi-32.6, - L.07 cacA- m.) c. z..c, h/EAlte /1;6/sit:), /-4-6-V- G,) )114- frint-tyThII cceN57774& GF)6i7 it3 '00DR i-terwa g,64.15 "AV 3) Company Name YA-j4//vL4 Cho/my Address (include Zip + 4) Iig , Contact Person Email address ftc‘t-S rag- K DiV15/ 0,1 1440 Loclierittio5 Prcea3s)-7-x-h% <:3)ZeEr, 4200,1A 1 17 VInu,sqd WA9990( Phone No. 5-be7— 5-7q- 13v3 Xeen4y Hala_ C.41 , ynr-ini4 E.JA I) Describe experience with reference: ,..,--27;49/E-- /....sacuA/6,- tiSM.) C1-1 t-?-71A-4- /n5/7-e„lp firw, I.J/1)-1 /4/177,19/ -r-24/e7 (045f77pc, ai7 ‘v-) /1-5- 0-7t.--Ne- 60,763 te),-/0 oTfit711 626-67). te6z/rft- /14-75--tNd4E6. RFP 12503P Printing Services Page 24 of 65 ATTACHMENT B - DEBARMENT AND SUSPENSION ATTESTATION FORM 4ra,xVSntcv DEBARMENT AND SUSPENSION ATTESTATION buy RFP 12503P Prints Page 26 of 65 PRODUCER Hub International Northwest LLC 3911 Castlevale Rd Ste 201 Yakima, WA 98902 INSURED The Print Guys Inc 101 N 3rd Ave Yakima, WA 98902 AC4RL PRINGUY-01 ATHALLAPELLI CERTIFICATE OF LIABILITY INSURANCE DAT10/9/202/9t2025YY, I 5 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS BELOW CERTIFICATE THISDOES NOT CERT CERTIFIIRMATIVELY OR CATE INSURANCE DOES NOTLY AMEND, CONST CONSTITUTEND OR ALTER THE COVERAGE CONTRACT BETWEEN SSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). NAME CONTACT: PHONE (A/C, No, Est):(509) 248-2672 __. FAX Ne):(866) 332-7487 Miss; now.cwa.yakimapolicy@hubinternational.com INSURER'S) AFFORDING COVERAGE NAIC 0 INSURERA:Travelers Property Casualty Company of America 25674 INSURER B:The Travelers Indemnity Company 25658 INSURER C : INSURER D : INSURER E INSURER F : • COVERAGES GUI nrK:A I t nurVltitrI: •._ ..—.— THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. .. SUBRPOLICY NUMBER (POLIC YEFF f POLIC EXP INSRLTTYPE OF INSURANCE AWL WVD POLICY EFF POLICY 1YY LIMITS 1,000,000 A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE _, S CLAIMS -MADE X OCCUR X X 630-A9722936 5/1/2025 5/1/2026 PREMISES EaEoccurrence) - S 300,000 5,000 MEDEXPn� _(Aoneperson) 5 PERSONAL & ADV INJURY 5 1,000,000 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER' GENERAL AGGREGATE _ S POLICY Mt LOC PRODUCTS - COMPIOP AGG__- 5 2,000,000 JEC PROFESSIONAL EO 5 1,000,000 OTHER COMBINED SINGLE LIMITa acodentl5 1,000,000 _ __ B AUTOMOBILE LIABILITY —- X ANY AU1 O X X BA-A9722659 5/1/2025 5/1/2026 BODILY INJURY (Per person) 5 AUTOS ONLY SCHEDULED SSWULNED BODILY INJURY (Per accident), S {OPERtle IDAMAGE 5 IqE� AUTO ED AUTOS ONLY S ONLY 5 A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE 5 3,000,000 EXCESS LIAB CLAIMS -MADE CUP-A9724259 5/1/2025 5/1/2026 AGGREGATE 5 3,000,000 DED RETENTIONS 5 OTH- WORKERS COMPENSATION PEATUTE R ER AND EMPLOYERS' LIABILITY Y IN ANY PROPRIETgOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT 5 ((Mandatory In R EXCLUDED, N / A NH)E.L DISEASE• EAEMPLOYEE :5 dePsTcnIOo OOPERATIONS below E.L DISEASE - POLICY LIMIT 5 DESsC A Employers Liability 630-A9722936 5/1/2025 5/1/2026 WA STOP GAP 1,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached 11 more spaco is .required) The City of Yakima Purchasing Department, its agents, employees, authorized volunteers, elected and appointed officials are included as Additional Insureds, coverage is Primary and non-contributory, and Waiver of Subrogation applies per the attached forms/endorsements. CERTIFICATE HOLDER The City of Yakima Purchasing Department 129 N 2nd Street Yakima, WA 98901 aee•lrsatr.a_r-r-+ r r`tr' SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Ltw a44.44.4 .- .-- ATrn•, Ari ....11.4e. nti ACORD 25 (2016/03) -LIll9 Ut.LRU I..VRrt,nn, rVis. r++ r+N++.� •v.�v• .v.-. The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE — GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured. of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which CA T3 53 02 15 this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section IL C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO permission, while performing duties related to the conduct of your busi- ness. However. any "auto" that is leased, hired. rented or borrowed with a driver is not a covered "auto". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION 11- COVERED AUTOS LIABILITY COVERAGE: Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II - COVERED AUTOS LIABIL- ITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to fumish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION II - COVERED AUTOS LIABIL- ITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO - LIMITED WORLDWIDE COV- ERAGE - INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7., Policy Period, Coverage Territory, of SECTION IV - BUSINESS AUTO CONDI- TIONS: (5) Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Cov- ered Autos Liability Coverage for any covered "auto" that you lease. hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees". partners (if you are a partnership), members (if you are a limited liability company) or members of their households. Page 2 of 4 (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (i) You must arrange to defend the "in- sured" against. and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. (ii) Neither you nor any other involved "insured" will make any settlement without our consent. (iii) We may, at our discretion, participate in defending the "insured" against. or in the settlement of, any claim or "suit". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent. but only up to the limit described in Para- graph C., Limits Of Insurance, of SECTION 11 — COVERED AUTOS LIABILITY COVERAGE. (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Para- graph C., Limits Of Insurance, of SECTION 11 — COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages. settlements or defense expenses. (b) This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary. excess. contingent or on any other basis. (c) This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States. its ter- ritories and possessions, Puerto Rico and Canada. © 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this po|icy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions. Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws ofother countries relating toinsurance. G. WAIVER OF DEDUCTIBLE —GLASS The following is added to Paragraph D'. Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE —LOSS OF WSE—ANCREASGD LIMIT The following replaces the last sentence ofPara- graph A,4'b'. Loss Of Use Expenses, ofSEC- TION lU] —PHYS|CAL DAMAGE COVERAGE: However, the most wawill pay for any expenses for loss of use is $65 per day, to maximum of $7SOfor any one ^accidenf' L PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—;NCREASGD 0KA|T The following replaces the first sentence in Para- graph A.4.a.. Transportation Expanses. of SECTION III —PHYSICAL DAMAGE COVER- AGE: We will pay up to $SO per day to a maximum of $1.500 for temporary transportation expense in- curred by you because ofthe total theft of a cov- ered "auto" of the private passenger type. J. PERSONAL PROPERTY The following is added to Paragraph A.4'. Cover- age Extenoiomm, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Property We will pay up to $4OOfor "|oss^iowearing ap- parel and other personal property which is: (1) Owned byan^insunad^;and COMMERCIAL AUTO (3) |noronyour covered ^au¢". This coverage applies only in the evert of total theft nfyour covered ^au&m^ No deductibles apply to this Personal Property coverage. K. AIRBAGS The following isadded Uu Paragraph B.3,. Exclu- sions, of SECTION WI—PHYSACAL DAMAGE COVERAGE: Exclusion 3.e. does not apply to ''|oss''0o one or more airbags inacovered ^auto"you own that in- flate due to a cause other than a cause of^|oss" set forth in Paragraphs A'l,b. and A.1.c', but only: a. |fthat ^auto^ is a covered "auto" for Compre- hensive Coverage under this policy; b' The airbags are not covered under any war- ranty: and c. The airbags were not intentionally inflated. We will pay up to a maximum of$1.OU0for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a'. of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty togive usorour authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the ''accidant"or''|nss^is known to: (a) You (if you are anindividua0; (b) Apartner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are acorporation orother or- ganization): or (e) Any ^emp|oyee''authorized byyou Uzgive no- tice ofthe "acddent"or"|oss". M. BLANKET WAIVER OF SUBROGATION The following replaces ParagraphA.5.. Transfer Of Rights Of Recovery Against Others To Us. of SECTION |V— BUSINESS AUTO CONDI- TIONS: S. Transfer Of Rights Of Recovery Against Others ToWs We waive any right ofrecovery we may have against any person ororganization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or ^|oss'', provided that the "accident" or "loss" arises out of operations contemplated by & 20mThe Travelers indemnity Company. All rights reserved. Page ]of4 Includes copyrighted material o,Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV — BUSINESS AUTO CONDITIONS: Page 4 of 4 The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non -renewal. 02015 The Travelers Indemnity Compa ny. All rights reserved . CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our' refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II — Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V — Definitions. SECTION I — COVERAGES COVERAGE A— BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury' or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However. we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury' or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments. b. This insurance applies to "bodily injury' and "property damage" only if: (1) The "bodily injury or "property damage" is caused by an "occurrence" that takes place in the "coverage territory": (2) The "bodily injury' or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury' or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury' or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim, includes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the policy period. d. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury' or "property damage" has occurred or has begun to occur. CG T1 00 02 19 0 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY m. Damages because of "bodily injury' include damages claimed byany person ororganization for care, loss of services or death resulting at any time from the "bodily irjwry' 2. Exclusions This insurance does not apply to: a. Expected OrIntended Injury "Bodily irjury'or"property damage" expected nx intended from the standpoint of the insured. This exclusion does not apply to "bodily injury' or"property damage" resulting from the use of reasonable force 0oprotect persons orproperty. b' Contrac±wa|Uab||ity "Bodily -injury" or"property damage' for which the insured is obligated to pay damages by reason of the assumpdon of liability in a contract oragreement. This exclusion does not apply toliability for damages: (1) That the insured would have inthe absence ofthe contract oragreement; or (2) Assumed in a contract oragreement that is an "insured con1nact', provided that the "bodily injury' or"property damage" occurs subsequent Uothe execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contnact', reasonable attorneys' fees and necessary litigation expenses incurred byorfor aparty other than aninsured will bedeemed tobc damages because of ''bodily injury' or ^pnopertydamage''.provided that: (a) Liability to such party for, or for the cost of. that party'sdefense has also been assumed in the same "insured contract": and (b) Such attorneys' fees and litigation expenses are for defense of that party against a civil or akmrnadve dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodilyinjury" "property damage" for which any insured may be held liable by reason of: (1) Causing orcorthbudng to the intoxication orany person; (2) The furnishing of alcoholic beverages toa person under the legal drinking age or under the influence ofalcohol; or (3) Any statute. ordinance or regulation relating to the sale, gift. distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exc|usion, permitting a person to bring alcoholic beverages on your p,emises, for consumption on your premises. whether or not afee ischarged orolicense is required for such activity, is not by itself considered the business of selling. serving or furnishing alcoholic beverages. d' Workers' Compensation And Similar Laws Any obligation of the insured under workers' compensabon, disability benefits or unemployment compensabonlaw orany similar law. e' Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment bythe insured; or (t) Performing dudes related to the conduct ufthe insured'sbusiness; nr (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1)above. This exclusion applies whether the insured may beliable asanemployer orinany other capacity and boany obligation to share damages with nr repay someone else who must pay damages because of the injury. This exclusion dues not apply to liability assumed by the insured under an ''insured contract". f. Pollution (1) "Bodily injury" or^prop"damage' arising out of the actual. alleged or threatened discharge, dispersa|, secpage, migration, release orescape cf^poUutan\s^: (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. Howeve,, this subparagraph does not apply to; (i) "Bodily injury' if sustained within a building and caused by smoke fumes, vapor or soot produced by ororiginating from equipment that Page 2 of 21 C 20nThe Travelers Indemnity Company. All rights reserved. CGT10N0219 is used to heat, cool or dehumidify the building, or produced by or originating from equipment that is used to heat water for personal use by the building's occupants or their guests; (ii) "Bodily injury' or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury' or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste: (c) If such "pollutants" are or were at any time transported. handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury' or "property damage" arising out of the escape of fuels. lubricants or other operating fluids which are needed COMMERCIAL GENERAL LIABILITY to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury' or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury' or "property damage" arising out of heat, smoke or fumes from a "hostile fire; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are or were at any time performing operations to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of. "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up. remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or CG T1 00 0219 © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 3 of 21 COMMERCIAL GENERAL LIABILITY g. (b) Claim or suit by or on behalf of any govemmental authority or any other person or organization because of testing for, monitoring, cleaning up. removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury' or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) 50 feet long or less; and (b) Not being used to carry any person or property for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify as "mobile equipment" under the definition of "mobile equipment" if such land vehicle were not subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is: (a) Chartered with a pilot to any insured: (b) Not owned by any insured; and (c) Not being used to carry any person or property for a charge. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing. speed, demolition, or stunting activity. War "Bodily injury' or "property damage" arising out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair. replacement, enhancement. restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, (2) Premises you sell, give away or abandon. if the "property damage" arises out of any part of those premises; (3) Property loaned to you: (4) Personal property in the care, custody or control of the insured: Page 4 of 21 ® 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "premises damage". A separate limit of insurance applies to "premises damage" as described in Paragraph 6. of Section III — Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products - completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products - completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property' or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and COMMERCIAL GENERAL LIABILITY accidental physical injury to "your product" or "your work" after it has been put to its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work. or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury'. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". However, this exclusion does not apply to liability for damages because of "bodily injury'. Unsolicited Communication "Bodily injury' or "property damage" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". r. Access Or Disclosure Of Confidential Or Personal Information "Bodily injury' or "property damage" arising out of any access to or disclosure of any person's or organization's confidential or personal information. P. 4 s. Asbestos (1) "Bodily injury' or "property damage" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of asbestos, asbestos fibers or products containing asbestos, provided that the "bodily injury" or "property damage" is caused or contributed to by the hazardous properties of asbestos. CG T1 00 0219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 21 Includes copyrighted material of Insurance Services Office. Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2)"Bodily injury' or"property damage" allsin out of the actual or alleged presence or actual, alleged or threatened dispersal of any solid, |iquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumcs, adds, a|kal\s, chemicals and was0e, and that are part of any claim or ..suit" which also alleges any "bodily injury" or "property damage" described in Paragraph (1)above. ($) Any |oss, cost or expense arising out of any: (a) Request, demand. order orstatutory or regulatory requirement that any insured or others test for, mnni¢x, dean up, remove contain, tnsa, detoxify or neutralbe, or in any way respond to, or assess the effects of. asbesVos, asbestos fibers orproducts containing asbestos; or (h) Claim or suit by or on behalf of any governmental authority o, any other parson or organization because of testing for, mnniVohng, cleaning up, renmving, containing, treabng, detoxifying or neutra|izing, or in any way responding to, or assessing the effects of, asbestos, asbestos fibers or products containing asbestos. It. Employment -Related Practices ^BodUyinjur/'to: (1) Aperson arising out ofany: (a) Refusal toemploy that person; (b) Termination of that person's employment; or (c) Employment -related pracdce, policy, act or mmission, such as coercion, demodnn, eva|uatiun, neassignment, diocip|ine, failure to promote or advance, harassmerk, humiliation, dischminagion. Ube|, s|ander, violation of the person's right of phvacy, malicious prosecution or false arrest, detention or imprisonment applied toor directed at that person, regardless of whether such practice, po|icy, act or omission occurs, is applied or is committed before, during or after the time crFthat person's employment; o, (2) The spouse, chi|d, parent, brother orsister ofthat person as oconsequence cf"bodily injury' to that person at whom any of the Insuring Agreement a. We will pay those sums that the insured becomes legally obligated topay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty tmdefend the insured against any "suit'seeking those damages. However, wmwill have noduty todefend the insured against any "suit' seeking damages for "personal and advertising injury" towhich this insurance does not apply. We may, at our discretion. investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III —Limits OfInsurance; and (2) Our right and duty 0odefend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. Noother obligation orliability 10pay sums nr perform acts or services is covered unless explicitly provided for under Supplementary Payments. This insurance applies to "personal and advertising injury" caused byanoffense arising out ofyour business but only ifthe offense was committed in the "coverage terhhory' during the policy period. 2. Exclusions This insurance does not apply to: m. Knowing Violation Of Rights Of Another "Personal and advertising injury' caused byor at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal and advertising injury'. employment -related practices described in Paragraph (a). (h), wr(c) above is directed. This exclusion applies whether the insured may bcliable as anemployer orinany other capacity and to any obligation hoshare damages with o, repay someone c|sm who must pay damages because pfthe "bodily irjuiry' Exclusions c. through n. do not apply to ''premises damage". A separate limit ofinsurance applies to "premises damage" as described in Paragraph6' of Section UN — Limits CfInsurance. COVERAGE B—PERSONAL AND ADVERTISING INJURY LIABILITY 1, b. Page Oof 21 CzonThe Travelers indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. This exclusion does not apply to injury" caused bymalicious prosecution. b. Material Published With Knowledge 0f Falsity "Personal and advertising injury' arising out of oral orwritten publication, including publication by | nonicmeans.ofmateria|.ifd �� the direction of the insured with knowledge of its falsity. c. Material Published OrUsed Prior To Policy Period (1) "Personal and advertising injury" arising out of oral or written pub|icadon, including publication by electronic means, of material whose first publication took place before the beginning of the policy period; or (2) ''Advertising injury' arising out of infringement of copyright, ^tb|e^ or "slogan" in your "advertisement' whose first infringement in you, "advertisement" was committed before the beginning of the policy period. d' Criminal Acts "Personal and advertising injury' arising out ofa criminal act committed by or at the direction of theinsunaj. e' Contractual Liability "Personal and advertising injury' for which the insured has assumed liability in acontract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have inthe absence of the contract oragreement; or (2) Because of "personal injury" assumed by you in a contract or agreement that is an "insured contract', provided that the "personal injury' is caused byanoffense committed subsequent 0othe execution of the contract or agreement. Solely for the purposes of liability assumed by you in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured will be deemed to be damages because of"personal injugy'.provided that: (m) Liability to such party fo,, or for the cost of, that partys defense has also been assumed by you in the same "insured contract';and (b) Such attorneys' fees and litigation expenses are for defense of that party COMMERCIAL GENERAL LIABILITY against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. f. Breach Of Contract "Advertising injury' arising out ofa breach of contract. Quality OrPerformance Of Gmpds—Failumm To Conform Tw Statements "Advertising injury" arising out of the failure of goods, products or services to conform with any statement ofquality orperformance made inyour ^adverbsement'. h^ Wrong Description OfPrices "Advertising injury' arising out of the wrong description of the price of gomds, products or services stated inyour ^advertisement'. i' Intellectual Property "Personal and advertising injury' ahsingout of any actual oralleged infringement oxviolation of any ofthe following rights o,laws, orany other ..personal and advertising injury' alleged inany claim or "suit" that also alleges any such infringement orviolation: (1) Copyright; (2) Patent; (3) Trade dress; (4) Trade name: (5)Trademark. (6) Trade secret; or (7) Other intellectual property rights orlaws. This exclusion does not apply to: (1) "Advertising injury' arising out pfany actual or alleged infringement or violation of anothers copyright, ^bde or "slogan" in your "advedsament";or (2) Any other "personal and advertising injury' alleged in any claim or "suit" that also alleges any such infringement or violation cfanc*her's copyright, ^dde'or''s\ngan^ in your "advertisement'. Insureds |nMedia And Internet Type Businesses "Personal and advertising injury" caused by an offense committed by an insured whose business is: (1) Advertising. ^bnoadcmsdng^orpublishing; 9- i. 0umrThe Travelers indemnity Company. AJI rights reserved. Page 7of 21 Includes copyrighted material of Insurance Services office Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2) Designing or determining content of websitasfor others; or <]D An Internet scarch, access, content or service provider. Hovwever, this exclusion does not apply to Paragraphs a'(1).(2)and (3) of the definition cf "personal injury'. For the purposes ofthis exclusion: (1) Creating and producing correspondence written in the conduct of your business, buUetins, financial or annual rwpohs, or newsletters about your gocds, products or services will not be considered the business of publishing; and (2) The placing of frames, borders or |inks, or advertising. for you or others anywhere on the Internet will not, byitself, beconsidered the business of advertising, "broadcasting" or publishing. k. Electronic ChmtrmonnsOr Bulletin Boards "Personal and advertising injury' arising out of an electronic chatmom or bulletin board the insured hosts or owns, or over which the insured exercises control. L Unauthorized Use 0fAnother'sName Or Product "Personal and advertising injury' arising out of the unauthorized use of another's name or product inyour e-mail address, domain name or megatag.orany other similar tactics tomislead ancdher'spotential customers. nn. Pollution "Personal and advertising injury" arising out of the actua|, alleged or threatened discharge, dispersa|, saepage, migration, release or escape of^poH|utants^agany time. In. Pollution -Related Any loss, cost orexpense arising out ofany: (1) Request, demand, order or statutory or regulatory requirement that any insured or others hest for, monitor, dean up' remove, contain, trea, detoxify orneutralize, or in any way respond to, or assess the effects of, ^pcl|obants^;or (2) Claim or suit by or on behalf of any governmental authority orany other person or organization because of testing for, monitoxing, cleaning up. ,emmving, contain}ng, tnxa$ing, detoxifying or neutralizing, orinany way responding to, or assessing the effects of, ^pd|utamts" o' War "Personal and advertising injury" ahsingout of: (1) War, including undeclared orcivil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any gmeenment, sovereign or other authority using military personnel orother agents; nr (3) |nsunectipn, rebeUiun, revoudon, usurped powver, or action taken by governmental authority in hindering or defending against any ofthese. p. Unsolicited Cmnmmnmm}cat|mm "Personal and advertising injury" arising out of any actual oralleged violation ofany law that restricts or prohibits the sending, transmitting ordistributing uf"unsolicited conmunicatilon" Access Or Disclosure of Confidential Or Personal information "Personal and advertising injury" arising out of any access to or disclosure ofany person'sor orgaoiaadon's confidential or personal information. c Asbestos (1) "Personal and advertising injury"arisingout of the actual or alleged presence oractual. alleged orthreatened dispersal ofasbestos, asbestos fibers or products containing osbes0os, provided that the "personal and advertising injury' is caused or contributed tobythe hazardous properties ofasbestos. (2) "Personal and advertising injury" arising out of the actual or alleged presence nractual, alleged orthreatened dispersal ofany solid, |iquid, gaseous or thermal irritant or contaminant, including smpkc, vapors. soot, fumes, acids, a|ha|is, chemicals and waste, and that are port of any claim or "suit" which also alleges any "personal and advertising injury" described in Paragraph (1)above. (3) Any |oss, cost or expense arising out of any. (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, dean up, remomc, contain, treat, detoxify or neutra|ize, or in any way respond to. or q- Page8of31 Q 2017The Travelers indemnity Company. AM rights reserved. CG TI 00 02 19 assess the effects of, asbestos, asbestos fibers or products containing asbestos; or (b) Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, asbestos, asbestos fibers or products containing asbestos. s. Employment -Related Practices "Personal injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment -related practice, policy, act or omission, such as coercion. demotion, evaluation, reassignment, discipline, failure to promote or advance, harassment, humiliation, discrimination, libel, slander, violation of the person's right of privacy, malicious prosecution or false arrest, detention or imprisonment applied to or directed at that person, regardless of whether such practice, policy, act or omission occurs, is applied or is committed before, during or after the time of that person's employment; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal injury' to that person at whom any of the employment -related practices described in Paragraph (a), (b), or (c) above is directed. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the "personal injury'. COVERAGE C — MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or COMMERCIAL GENERAL LIABILITY (3) Because of your operations; provided that: (a) The accident takes place in the "coverage territory' and during the policy period; (b) The expenses are incurred and reported to us within one year of the date of the accident; and (c) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, X-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital. professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury': a. Any insured To any insured. except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury' are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. f. Products -Completed Operations Hazard Included within the "products -completed operations hazard". Coverage A Exclusions Excluded under Coverage A. 9• CG T1 00 0219 © 2017 The Travelers Indemnity Company. AU rights reserved. Page 9 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY SUPPLEMENTARY PAYMENTS 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $2,500 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance. we will not pay any prejudgment interest based on that period of time after the offer. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee. has also been g. assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" or offense are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation. settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee. necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Coverages — Coverage A — Bodily Injury And Property Damage Liability or Paragraph 2.e. of Section 1 — Coverages — Coverage B — Personal And Advertising Injury Liability. such payments will not be deemed to be damages for "bodily injury', "property damage" or "personal injury', and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: Page 10 of 21 m 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office. Inc. with its permission. a. We have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II — WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury' or "personal injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company). to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer b. c. COMMERCIAL GENERAL LIABILITY workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury' arising out of providing or failing to provide first aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. (2) "Property damage" to property (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by, you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). Any person (other than your "employee" or "volunteer worker"), or any organization, while acting as your real estate manager. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. CG T1 00 0219 c0 2017 The Travelers Indemnity Company. All rights reserved. Page 11 of 21 Includes copyrighted material of Insurance Services Office. Inc. with its permission. COMMERCIAL GENERAL LIABILITY d. Your legal representative if you die, but only with respect to dufics as such. That representative will have all your rights and duties under this Coverage Part. e' Any person or organization that, with you, express or implied consent, either uses or is responsible for the use ofawatercraft that you donot own that is: (1) SOfeet long orless; and (2) Not being used to carry any person or property for acharge. 3. Any organizadon you newly acquire o,form, other than a partnersh)p, joint venture or limited liability company, and ofwhich you are the sole owner or|n which you maintain an ownership interest of more than 5O96.will qualify asaNamed Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 18Othday after you acquire orform the organization or the end of the policy period. whichever isearlier; b. Coverage does not apply to"bodily injury' or "property damage' that occurred before you acquired orformed the organization; and c^ Coverage does not apply ho "personal and advertising injury' arising out of an offense committed before you acquired orformed the organization. For the purposes of Paragraph 1' nfSection |1 — Who Is An Insured. each such organization will be deemed tobedesignated inthe Declarations as: a. An organizadon, other than a partnership, joint venture orlimited liability company, or b' Abust; as indicated in its name or the documents that govern its structure. 4' Any person or organization that is a premises owner, manager orlessor and that you have agreed in a written contract oragreement 0minclude as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury". "property damage" or "personal and advertising injury' that: a. is "bodily injury" or "property damage" that occuns, or is "personal and advertising injury' caused by an offense that is committed. subsequent to the signing of that contract or agreement: and b` Arises out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor is subject to the following provisions: m. The limits of insurance provided to such premises owner, manager or lessor will be the minimum limits that you agreed 0mprovide inthe written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such premises owner, manager orlessor does not apply to: (1) Any "bodily injury" or "property damage" that occurs. or "personal and advertising injury" caused by an offense that is committed, after you cease $obeatenant in that premises; pr (2) Structural akc,adons, new construction or demolition operations performed by or on behalf ofsuch premises owner, manager or lessor. S. Any person or organization that is an equipment lessor and that you have agreed imawritten contract or agreement toinclude asanadditional insured on this Coverage Part is an insured, but only with respect to liability for ''bodily injury", "property damage'.or"personal and advertising injury' that: a. Is "bodily injury' or "property damage" that occurs, or is "personal and advertising injury' caused by an offense that is committed. subsequent to the signing of that contnact or agreement, and b. Is caused, in whole or in part, byyour acts or omissions inthe maintenance, operation oruse of equipment leased to you by such equipment lessor. The insurance provided hosuch equipment lessor is subject tothe following provisions: a' The limits of insurance provided to such equipment lessor will bethe minimum limits that you agreed to provide inthe written contractor agreemcnt, or the limits shown in the Oedaratipns, whichever are less. b' The insurance provided to such equipment lessor does not apply $oany "bodily injury" or "property damage' that occurs, or "personal and advertising injury' caused by an offense that is commiMcd, after the equipment lease expires. Noperson ororganbadonisaninsuredwhhrespectto the conduct of any current or past partnership. ]oink Page 12 of 21 m20nThe Travelers indemnity Company. All rights reserved. CG T1 00 02 19 includes copyrighted material ofInsurance Services Office. Inc. with its permission. venture mlimited liability company that isnot shown as a Named insured inthe Declarations. This paragraph does not applybmany such partnership. joint venture or limited liability company that otherwise qualifies as an insured under Section %— Who |sAnInsured. SECTION III —LIMITS OF INSURANCE 1. The Limits ofInsurance shown inthe Declarations and the rules below fin the most we will pay regardless ofthe number of: a' Insureds, 6' Claims made or^suits^brought; or c' Persons or organizations making claims or bringing "suits". 2' The General Aggregate Limit isthe most wewill pay for the sum of: a' Medical expenses under Coverage C; b. Damages under Coverage A, except damages because cf"bodily injury' or"property damage" included in the "products -completed operations hazard"; and c' Damages under Coverage B. 3' The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage for damages because qf"bodily injury" and "property damage' included in the "products -completed operations hazard". 4' Subject to Pasagnaph3. above. the Personal And Advertising Injury Limit is the most we will pay under [overage B for the sum of all damages because of all "personal injury" and "advertising injury' sustained by any one person ororganization. S. Subject to Paragraph 2. or 3' above, whichever applies, the Each Occurrence Limit isthe most we will pay for the sum of: a. Damages under Coverage A;and b' Medical expenses under Coverage C; because ufall "bodily injury" and "property damage" arising out ofany one "occurrence''. For the purposes of determining the applicable Each Occurrence Limit, all related acts o, omissions committed in providing or failing to provide first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 6. Subject to Paragraph 5' above the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of ,.premises damage' to any one premises. The Damage ToPremises Rented ToYou Limit will be: COMMERCIAL GENERAL LIABILITY a The amount shown for the Damage To Premises Rented To You Limit in the Declarations ofthis Coverage Part; or b' $]OO.00U if no amount is shown for the Damage To Premises Rented To You Limit in the Declarations ofthis Coverage Part. 7. Subject to Paragraph S. abme, the Medical Expense Limit is the most we will pay under [overage C for all medical expenses because of "bodily injury' sustained byany one person. The Limits of Insurance of this Coverage Part apply separately 1meach consecutive annual period and Voany remaining period cfless than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part cdthe last preceding period for purposes of determining the Limits ofInsurance. SECTIONVV—COMMERC|AL GENERAL LIABILITY CONDITIONS 1' Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us cfour obligations under this Coverage Part. 2' Duties |nThe Event Of Occurrence, Offense, Claim Or Suit m' You must see toit that weare notified assoon asp/acdcab|eofan^occunence�'oranoffense which may result in a claim. To the extent possible. notice should include: (1) How. when and where the ''occurrence" or offense took place; (2) The names and addresses ofany injured persons and witnesses; and (3) The nature and location of any injury or damage arising out ofthe ^occunence'or offense. b. if a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim nr''suit"and the date received; and (2) Nobfyus as soon as practicable. You must see hoitthat wmreceive written notice ofthe claim or''su|t'assoon aspracticable. c, You and any other involved insured must: (1) Immediately send us copies of any demands, nodces, summonses or legal papers received in connection with the claim or "suit"; CzmrThe Travelers Indemnity Company. *mrights reserved. Page 13of21 COMMERCIAL GENERAL LIABILITY (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement ofthe claim nrdefense against the "suit"; and (4) Assist us, upon our nequest, in the enforcement of any right against any person or organization which may bcliable tothe insured because ofinjury nrdamage towhich this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obUgakion, or incur any expense, other than for first aid, without our consent. e. The following provisions apply to Paragraph a. above, but only for purposes of the insurance provided under this Coverage Part toyou orany insured listed in Paragraph 1' or2' ofSection |U —VVho |s/\nInsured: (1) Notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known to you (if you are an individuaV, any of your partners or members who is an individual (if you area partnership or joint ventune), any of your managers who is an individual (if you area limited liability company), any of your ..executive officers" or directors (if you are an organization other than a padnership, joint venture, or limited liability company), any ofyour trustees who isanindividual (if you are a trust) or any "employee" authorized by you to give notice of an ''occurrence^oroffense. (2) If you are a partoership, joint venture, limited liability company ortrust, and none of your partners, joint venture members. managers o,trustees are individuals, notice 0ousofsuch ''occunence^oroffense must be given as soon as practicable only after the "occunemce^oroffense iaknown by. (a) Any individual who is: (|) A partner or member of any partnership orjoint venture; (i|) A manager of any limited liability (Q0 An executive officer or director of any other organization; or (iv)Atrustee of any trust; that is your partner, joint venture member, manager ortrustee; ur (b) Any employee authorized by such partnership. joint venture, limited liability company, trust or other organization to give notice of an ''occunence^oroffense. (3) Notice to us of such ^occurrence" or offense will bedeemed bobcgiven assoon as practicable if it is given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us of the "occurrence" o, offense as soon as practicable after any of the persons described in Paragraph m.(1) or above discovers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an endorsement that provides limited coverage for "bodily injury' or "property damage" or pollution costs *arising out of a discharge, release or escape of ,.pollutants" which contains a requirement that the discharge, release or escape of''poUutants^ must bereported 0nuswithin aspecific number of days after its abrupt commencement, this Paragraph w'does not affect that requirement. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a' To join us as a party orotherwise bring us into a''suit'asking for damages from aninsured; or b' To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on anagreed settlement oronafinal judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit ofinsurance. An agreed settlement means asettlement and release ofliability signed by us' the insured, and the claimant orthe claimant's legal representative. Page 14 of 21 C 2017The Travelers indemnity Company. All rights reserved. CG T1 00 02 19 4. Other Insurance |fvalid and collectible other insurance isavailable Uu the insured for aloss wecover under Coverages A or B of this Coverage Pad, our obligations are limited as described in Paragraphs a. andb' below. As used anywhere in this Coverage Part, other insurance means insurance, or the funding of losses, that isprovided by, through oronbehalf of: (i) Another insurance company. (H) Usorany ofour affiliated insurance companies, except when the Non cumulation of Each Occurrence Limit provision of Paragraph S. of Section III — Limbs Of Insurance or the Non cumulation of Personal and Advertising Injury Limb provision of Paragraph 4, of Section III — Limits of Insurance applies because the Amendment — Non Cumulation Of Each Occurrence Limit Of Liability And Non Cumulation Of Personal And Advertising Injury Limit endorsement |s included in this policy, (iiQAny risk retention group; or (iv)Any self-insurance method or program, in which case the insured will badeemed to be the provider ofother insurance. Other insurance does not include umbrella insurance, or excess insunance, that was bought specifically to apply in excess of the Limits of insurance shown in the Declarations of this Coverage Part. As used anywhere in this Coverage Part, other insures means a provider of other insurance. As used in Paragraph m' be|mw, insurer means a provider ofinsurance. a. Primary Insurance This insurance is primary except when Paragraph h' below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, vvewill share with all that other insurance bythe method described in Paragnaphc' be|mw, except when Paragraph d.below applies. b' Excess Insurance (1) This insurance isexcess over: (a) Any of the other insunance, whether primary' excess, contingent or on any other basis: (i) That is Fine, Extended [overage. Builder's Risk. Installation Risk or similar coverage for "your work": COMMERCIAL GENERAL LIABILITY (ii) That is insurance for "premises damage^% (iii) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject toany exclusion in this [overage Part that applies to aircraft, ^au0os''orwatercraft; (h) That is insurance available to a premises mwner, manager or lessor that qualifies as an insured under Paragraph 4, of Section || — Who Is An Insured, except when Paragraph d.below applies; or (v) That is insurance available to an equipment lessor that qualifies as an insured under Paragraph5' of Section N — Who Is An |nsuned, except when Paragraph d. below applies. (b) Any of the other insunanco, whether primary, excess, contingent oronany other basis, that is available to the insured when the insured is an additional insured. or is any other insured that does not qualify as a named insured, under such other insurance. (2) When this insurance is excess, we will have no duty under Coverages A or to defend the insured against any ''su)C'ifany other insurer has a duty to defend the insured against that "suit". if no other insurer defends, wewill undertake $odoso, but mawill beentitled 10the insured'srights against all those other insurers. (3) When this insurance is excess over other insurance, wewill pay only our share nfthe amount of the |oss, if any, that exceeds the sum of: (m) The total amount that all such other insurance would pay for the loss inthe absence ofthis insurance; and (b) The total of all deductible and self - insured amounts under all that other insurance. (4) We will share the remaining )oss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess ofthe Limits of Insurance shown in the Declarations of this Coverage Part. CGT1Q00319 C 2017The Travelers Indemnity Company. Ail rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 15of 21 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing |fall ofthe other insurance permits contribution byequal shares, wewill follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. |fany nfthe other insurance does not pcnn)t contribution by equal shares, we will contribute by limits. Under this method, each insurer's share isbased onthe ratio cfits applicable limit of insurance to the total applicable limits of insurance ofall insurers. d' Primary And Non -Contributory Insurance \f Required By Written Contract If you specifically agree in awritten contract o, agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance isprimary 10 other insurance that isavailable hosuch insured which covers such insured msanamed insured, and wewill not share with that other insurance, provided that: (1) The "bodily injury' or"property damage" for which coverage issought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement byyou. S. Premium Audit a, YVcwill compute all premiums for this Coverage Part inaccordance with our rules and rates. b, Premium shown in this Coverage Pad as advance premium isadeposit premium only. At the dose of each audit period we will compute the earned premium for that period and send notice 10the first Named Insured. The due date for audit and retrospective premiums isthe date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned pnemium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send uocopies atsuch times aswmmay request. 6' Representations 8yaccepting this po|icy, you agree: a' The statements in the Declarations are accurate and complete: b. Those statements are based upon representations you made Vous; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, orunintentional error in, any information provided byyou which we relied upon in issuing this policy will not prejudice your rights under this insurance. Hmwever, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewo|inaccordance with applicable insurance laws orregulations. 7. Separation Of Insureds Except with respect to the Limits of |nsu,mnce, and any rights or dudes specifically assigned in this Coverage Part to the first Named |nsuned, this insurance applies: m' As if each Named Insured were the only Named Insured; and b. Separately toeach insured against whom claim ismade or^suit'isbrought. 8. Transfer Of Rights OfRecovery Against Others To Us |fthe insured has rights torecover all orpart ofany payment we have made under this Coverage Part, those rights are transferred bous. The insured must do nothing after loss \oimpair them. A1our request, the insured will bring ''suit" ortransfer those rights tuusand help usenforce them. 9. When WeDm Not Renew |fwedecide not horenew this Coverage Part, wewill mail or deliver tothe first Named insured shown in the Declarations written notice of the nonrenewal not less than 3Odays before the expiration date. |fnotice is mai|ed, proof nfmailing will be sufficient proof ofnotice. SECTION V—DEFUNUT|ONS 1. ^Advertisement'means anotice that |sbroadcast or published tothe general public orspecific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes ofthis definition: a. Notices that are published include material placed on the Internet or on similar electronic means ofcommunication; and b. Regarding websihes, only that part ofa webs)te that is about your goods, products or services for the purposes of attracting customers or supporters isconsidered anadvertisement. Page 16 of 21 &uo,rThe Travelers Indemnity Company. All rights reserved. CIS T1 00 02 19 Includes copyrighted material ofInsurance Services Office, Inc. with its permission. 2. "Advertising injury": a. Means injury caused by one or more of the following offenses: (1) Oral or written publication, including publication by electronic means, of material in your "advertisement" that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; (2) Oral or written publication, including publication by electronic means, of material in your "advertisement" that: (a) Appropriates a person's name, voice, photograph or likeness; or (b) Unreasonably places a person in a false light; or (3) Infringement of copyright, "title" or "slogan" in your "advertisement", provided that the claim is made or the "suit" is brought by a person or organization that claims ownership of such copyright, "title" or "slogan". b. Includes "bodily injury' caused by one or more of the offenses described in Paragraph a. above. 3. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 4. "Bodily injury' means: a. Physical harm, including sickness or disease, sustained by a person; or b. Mental anguish, injury or illness, or emotional distress, resulting at any time from such physical harm, sickness or disease. 5. "Broadcasting" means transmitting any audio or visual material for any purpose: a. By radio or television; or COMMERCIAL GENERAL LIABILITY b. In, by or with any other electronic means of communication, such as the Internet, if that material is part of: (1) Radio or television programming being transmitted; (2) Other entertainment, educational, instructional, music or news programming being transmitted; or (3) Advertising transmitted with any of such programming. 6. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in Paragraph a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in Paragraph a. above; (2) The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication; provided the insured's responsibility to pay damages is determined in a "suit" on the merits in the territory described in Paragraph a. above, or in a settlement we agree to. 7. "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker'. "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 17 of 21 COMMERCIAL GENERAL LIABILITY 10. "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. 11. "Hostile fire" means a fire which becomes uncontrollable or breaks out from where it was intended to be. 12. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. 13. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for "premises damage" is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality: e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury", "property damage" or "personal injury' to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury' or "property damage" arising out of construction or demolition operations. within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, roadbeds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph (2) above and supervisory, inspection, architectural or engineering activities. 14. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 15. "Loading or unloading" means the handling of property a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 16. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads: b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; Page 18 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CG T1 00 0219 d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in Paragraph a.. b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying. welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. Such land vehicles are considered "autos". 17. "Occurrence" means: a. An accident, including continuous or repeated exposure to substantially the same general harmful conditions; or COMMERCIAL GENERAL LIABILITY b. An act or omission committed in providing or failing to provide first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 18. "Personal and advertising injury' means "personal injury' or "advertising injury". 19. "Personal injury': a. Means injury, other than "advertising injury', caused by one or more of the following offenses: (1) False arrest, detention or imprisonment; (2) Malicious prosecution; (3) The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, provided that the wrongful eviction, wrongful entry or invasion of the right of private occupancy is committed by or on behalf of the owner, landlord or lessor of that room, dwelling or premises; (4) Oral or written publication, including publication by electronic means, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled. or that claims to have had its goods, products or services disparaged; or (5) Oral or written publication, including publication by electronic means. of material that: (a) Appropriates a person's name, voice, photograph or likeness; or (b) Unreasonably places a person in a false light. b. Includes "bodily injury' caused by one or more of the offenses described in Paragraph a. above. 20. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 19 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 31' ^Premisesdemage^means: a. With respect to the first paragraph of the exceptions in Exclusion j' of Section | — Coverage A — Bodily Injury And Property Damage Liability, "property damage" to any premises while rented to you for a period of seven orfewer consecutive days. including the contents cfsuch premises; or b' With respect tothe exception to Exc|usionsc. through n. in the last paragraph ofParagraph 3' of Section I — Coverage — Bodily Injury And Property Damage Liability, "property damage" bn any premises while rented 0oyou for aperiod of more than seven consecutive deys, or while temporarily occupied by you with permission of the owner, caused by. (1) Fire; (2) Explosion; (3) Lightning; W0 Smoke resulting from fine, explosion or lightning; or (5) Water. But "premises damage" under this Paragraph b. does not include "property damage" to any premises caused by: (1) Aupture, burshng, oroperation ofpressure relief devices; (2) Rupture or bursting due to expansion or swelling of the contents of any building or structure caused byorresulting from water; or ENExplosion ofsteam boilers, steam pipes, steam engines orsteam turbines. 23. ^Products'completedoperations hazand^: m' Includes all "bodily injury' and "property damage" occurring away from premises you own orrent and arising out of"your product" or "your work" except: (1) Products that are sd|| in your physical possession; or (2) VVo/h that has not yet been completed or abandoned. However, "your wnrk" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended d use byany person ororganioa on other than another contractor or subcontractor working on the same project. Work that may need service, mam$enance, currccbon, repair orreplacement, but which is otherwise comp|ete, will be treated as completed. b. Does not include "bodily injury' or "property damage" arising out of: (1) The transportation ofproperty. unless the injury nrdamage arises out ofmcondition in or on a vehicle not owned or operated by you, and that condidon was created by the "loading orunloading" ofthat vehicle byany insured; (3) The existence of touls, uninsblled equipment or abandoned or unused materials; or (3) Products or operabons for which the dassificabon. listed in the Declarations or in a policy Schedu|e, states that products - completed openudons are subject to the General Aggregate Limit. 23' "Property damage" means: a' Physical injury to tangible propert/, including all rasu|bng loss of use of that property. All such loss ofuse will badeemed tooccur atthe time of the physical injury that caused it; or b' Loss of use of tangible property that is not physically injured. All such loss of use will be deemed tooccur atthe time ofthe ''occunence^ that caused it. For the purposes of this insurance. "electronic data" is not tangible property. 24- "Slogan": a. Means aphrase that others use for the purpose ofattracting attention intheir advertising. b' Does not include phrase used as, orin, the name of: (1) Any person or organization, other than you; or (2) Any business, or any of the prenises, 000ds, pnoducts, services or work, of any person nrorganization, other than you. Page 2Oof21 m20nThe Travelers indemnity Company. All rights reserved. CGT1 00 02 19 includes copyrighted material 'aInsurance Services Office. Inc. with its permission. 25. ^5ub^ means a civil proceeding in which damages because of "bodily injury", "property damage or "personal and advertising injury" to which this insurance applies are alleged. ^Suit'includes: m' An arbitration proceeding in which such damages are claimed and howhich the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding inwhich such damages are claimed and to which the insured submits with our consent. 26. ''Temporary worker" means a person who is furnished to you to substitute for a permanent "employee' on leave or to meet seasonal orshort- term work|oadcondidons. 27'''Tide^means aname ofaliterary nrartistic work. 38' "Unsolicited communication" means any communicadon, in any form. that the recipient of such communication did not specifically request tn receive. 29' "Volunteer worker" means a parson who is not your "emp|oyee�', and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid afeo. salary orother compensation by you o,anyone else for their work performed for you. 30. "Your product": a' ,weans: (1) Any goods or products, other than real pnoperty, manufactuned, sold, handled, d|sthbutednrdisposed ofby COMMERCIAL GENERAL LIABILITY (a) You: (b) Others trading under your name; or (c) A person or organization whose business orassets you have acquired; and (2) Containers (other than vehides), ma*sria|s, parts or equipment furnished in connection with such goods orproducts. b. Includes: (1) Warranties or representations made at any time with respect to the fibness, quality, duxabi|by, performance or use of "your product": and (2) The providing of or failure to provide warnings orinstructions. c' Does not include vending machines or other property rented to or located for the use of others but not sold. a. Means (1) Work uroperations performed byyou oron your behalf; and (Z) N1aNeria|s, parts or equipment furnished in connection with such work oroperations. b' Includes: (1) Warranties orrepresentations made atany time with respect to the fitness, quality, durabi|by, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. C 2017The Travelers indemnity Company. All rights reserved. Page Z1ofZ1 Includes copyrighted material of Insurance Services Office. Inc. with its permission. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR SERVICE INDUSTRIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Who Is An Insured — Unnamed Subsidiaries B. Who Is An Insured — Employees And Volunteer Workers — Bodily Injury To Co -Employees And Co -Volunteer Workers C. Who Is An Insured — Newly Acquired Or Formed Limited Liability Companies D. Blanket Additional Insured — Broad Form Vendors E. Blanket Additional Insured — Controlling Interest F. Blanket Additional Insured — Mortgagees, Assignees, Successors Or Receivers PROVISIONS A. WHO IS AN INSURED — UNNAMED SUBSIDIARIES The following is added to SECTION II — WHO IS AN INSURED: Any of your subsidiaries, other than a partne rship or joint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if: a. You are the sole owner of, or maintain an ownership interest of more than 50% i n. such subsidiary on the first day of the policy period; and b. Such subsidiary is not an insured under similar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal and advertising injury" caused by an offense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or CG D4 67 02 19 G. H. 1. J. K. Blanket Additional Insured — Govemmental Entities — Permits Or Authorizations Relating To Prem ises Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To Operatio ns Blanket Additional Insured — Grantors Of Franchises Incidental Medical Malpractice Blanket Waiver Of Subrogation b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section II — Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. B. WHO IS AN INSURED — EMPLOYEES AND VOLUNTEER WORKERS — BODILY INJURY TO CO -EMPLOYEES AND CO -VOLUNTEER WORKERS The following is added to Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" to a co -"employee" while in the course of the co -"employee's" employment by you or performing duties related to the conduct of your business, or to "bodily injury" to C 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 5 Includes copyrighted material of Insurance Services Office, Inc with its permission. COMMERCIAL GENERAL LIABILITY your other "volunteer workers" while performing duties related to the conduct of your business. C. WHO I5 AN INSURED — NEWLY ACQUIRED OR FORMED LIMITED LIABILITY COMPANIES The following replaces Paragraph 3. of SECTION II — WHO IS AN INSURED: 3. Any organization you newly acquire or form, other than a partnership or joint venture, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 da ys after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. For the purposes of Paragraph 1. of Section II — Who Is An Insured, each such organization will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization, other than a partnership, joint venture or limited liability company: or c. A trust: as indicated in its name or the documents that govern its structure. Page 2of5 D. BLANKET ADDITIONAL INSURED — BROAD FORM VENDORS The fallowing is added to SECTION 11— WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Occurs subsequent to the signing of that contract or agreement; and b. Arises out of "your products" that are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such vendor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you or any distribution or sale for a purpose not authorized by you; (2) Any change in "your products" made by such vendor; (3) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container: (4) Any failure to make such inspections. adjustments. tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; (5) Demonstration. installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of "your products"; or © 2017 The Travelers Indemnity Company. All rights reserved. CG D4 67 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. (6) "Your products" that, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or on behalf of such vendor. Coverage under dhisprovision does not apply to: a' Any person ororganization from whom you have acquired "your products^, or any ingredient, pad or container entering into, accompanying nrcontaining such products; or b. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. E. BLANKET ADDITIONAL INSURED — CONTROLLING INTEREST 1' The following is added to SECTION 11 — WHO IS AN INSURED: Any person ororganization that has financial control of you is an insured with respect to liability for "bodily irjury/'."property damage" or "personal and advertising injury" that arises out of� a. Such financial control; or h. Such person's or organizadon's mwnmrship, maintenance or use of premises leased tooroccupied byyou. The insurance provided to such person or organization does not apply to structural a|teradons, new construction or demolition operations performed byoronbehalf ofsuch person ororganization. 2. The following is added to Paragraph 4. of SECT|ONN—WHO|S AN INSURED: This paragraph does not apply to any premises owner, manager or lessor that has financial control ofyou. F. BLANKET ADDITIONAL INSURED — MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following isadded toSECTION 1U—WHO VS ANINSWRE0* Any person or organization that is a mortgagee, assignee, successor or receiver and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Pad is an insummd, but only with respect to its liability as mprtgmgee, assignee, successor orreceiver for "bodily injury", "property damage" or "personal and advertising injury" COMMERCIAL GENERAL LIABILITY a. that occurs, or is "personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement; and b. Arises out of the ownership, maintenance use of the premises for which that mortgagee, assignee, successor or receiver is required under that contract or agreement to be included as an additional insured on this Coverage Part. The insurance provided to such moMgagee, assignee, successor orreceiver issubject bothe following provisions: a. The limits of insurance provided to such mortgagee, assignee, successor orreceiver will bethe minimum limits that you agreed tu provide in the written contract or agreement, or the limits shown in the Dedanabpns, whichever are less. b. The insurance provided to such person or organization does not apply to: (1) Any "bodily injury" or "property damage" that occurs, or any "personal and advertising injury" caused by an offense that is cnmrnUded, after such contract or agreement isnmlonger ineffect; or (2) A "bodily injury", "property damage" or "personal and advertising injury" arising out of any structural alterations, new construction or demolition operations performed by or on behalf of such mortgagee, assignee, successor or receiver. G. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO PREMISES ThefoUmmingisaddedbzSECTUONUU—WHO IS ANUNSURED: Any governmenta|entity that has issued apermit orauthorization with respect Uopremises owned or occupied by, or rented or loaned to, you and that you are required by any ordinance, |aw, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insurcd, but only with respect to liability for "bodily iniug/^. "property damage" or "personal and advertising injury" arising out of the existence, ownership. use, mainwanance, nepair, construc%ion, erection or removal of any of the following for which that governmental entity has issued such permit or authorization: advertising signs. awnings, 0 201rThe Travelers Indemnity Company. All rights reserved. Page ]ofS muvu*s copyrighted material mInsurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or decorations. H. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO OPERATIONS The following is added to SECTION II — WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to operations performed by you or on your behalf and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of such operatio ns. The insurance provided to such governmental entity does not apply to: a. Any "bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the govemmental entity; or b. Any "bodily injury" or "property damage" included in the "products -completed operations hazard". I. BLANKET ADDITIONAL INSURED — GRANTORS OF FRANCHISES The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that grants a franchise to you is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of your operations in the franchise granted by that person or organization. If a written contract or agreement exists between you and such additional insured, the limits of insurance provided to such insured will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. J. INCIDENTAL MEDICAL MALPRACTICE 1. The following replaces Paragraph b. of the definition of "occurrence" in the DEFINITIONS Section: b. An act or omission committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 2. The following replaces the last paragraph of Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide: (a) "Incidental medical services" by any of your "employees" who is a nurse, nurse assistant, emergency medical technician, paramedic, athletic trainer, audiologist. dietician, nutritionist. occupational therapist or occupational therapy assistant, physical therapist or speech -language pathologist; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I — COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals "Bodily injury" or property damage" arising out of the violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by, or with the knowledge or consent of, the insured. Page 4 of 5 © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office. Inc. with its permission. CG D4 67 02 19 5. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x- ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not CG D4 67 02 19 COMMERCIAL GENERAL LIABILITY subject to Paragraph 2.a.(1) of Section II — Who Is An Insured. K. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the execution of the contract or agreement. ® 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Tab8 The Print Guys Ince t. additional government r rareri 1Uple items and/or items watered in Illt iaer t t`r o s e or 1pt payment discount of ",„`r"+ c!tethe CT. Optional Services The Print Ga - presort or standard first. das5 rates, All mat there cervices: Mail Processing: Tabbing: S20dt )/1 0C Insert it Sealing; Costing based on number' and silt hatis ted aadvance ATTACHMENT A PROPOSER: The Print Guys Inc. Price Schedule Provide pricing for each line item. If vendor does not wish to be considered for any particular line item, complete line by entering "No Bid". Failure to complete this worksheet shall result in your Proposal being deemed as non -responsive and rejected without further evaluation. . .110• M IMP II A. Letterhead Price per 100 Price per 500 Price per 2,500 1 24# White Classic Linen with Black 1/0 $25.00 $ 52.00 $ 177.00 2 24# White Classic Linen Black & PMS 2/0 $ 40.00 $ 87.00 $ 212.00 3 24# Ivory Classic Linen Black Ink 1/0 $ 25.00 52.00 $ 177.00 4 24# Ivory Classic Linen Black & PMS 2/0 40.00 $ 87.00 $ 212.00 5 20# White 20# Bond - 4/0 Spot Color $ 25.00 125.00 $ 275.00 6 24# White Classic Linen 4/0 Spot Color $ 30.00 150.00 $ 325.00 B. Envelopes Price per 100 Price per 500 Price per 2,500 7 #6 % White, Black Ink $ 16.75 $ 55.40 $ 184.70 8 #6 % Window, Black Ink 18.05 $ 57.40 203.65 9 #10 White, Black Ink $ 14.80 $ 47.50 $ 156.25 10 #10 White, Black & PMS Ink $ 21.50 $ 73.00 $ 171.40 11 #10 Window, Black Ink $ 15.50 49.50 $ 166.35 12 #10 Window, Black & PMS Ink $ 23.40 $ 75.00 $ 181.50 13 #10, 24# White Classic Crest Black Ink 28.90 $ 88.60 $ 389.00 14 #10, 24# White Classic Crest, Black & PMS Ink $ 35.50 $ 98.70 $ 404.00 15 #10, 24# Ivory Classic Crest, Black ink $ 28.90 $ 88.60 $ 389.00 16 #10, 24# Ivory Classic Crest, Black & PMS Ink $ 35.50 $ 98.70 $ 404.00 C. Business Cards Price per 100 Price per 250 Price per 500 17 80# White Cover with Black Ink 1/0 $ 20.00 25.00 $ 30.00 18 80# White Cover with Black Ink 1/1 $ 25.00 $ 30.00 $ 35.00 19 80# White Cover 4/0 $ 25.00 $ 30.00 $ 35.00 20 80# White Cover 4/1 $ 30.00 $ 35.00 $ 40.00 Attachment A - Price Schedule 1 Of 5 21 80# Classic Linen Ivory 4/0 $ 25.00 $ 30.00 $ 35.00 22 80# Classic Linen Ivory 4/1 $ 30.00 35.00 $ 40.00 23 80# Classic Linen Ivory 4/4 30.00 $ 35.00 $ 40.00 D. Carbonless Sequence) Forms 8 % x 11 1/0 Black Ink (Not Standard Price per 100 Price per 500 Price per 1000 24 2 part 19.00 $ 65.00 $ 123.90 25 3 part $ 26.00 $ 95.00 $ 182.90 26 4 part $ 33.00 147.50 241.90 27 5 part $ 40.00 182.90 $ 340.90 28 6 part $ 47.00 $ 218.30 $ 399.90 E. Carbonless Pad Forms 8 % x 11 1/0 Black Ink, Collate and (Not Standard Se uence) Price per 100 Price per 500 Price per 1000 29 2 part, Blue, Canary $ 33.00 112.10 $ 182.90 30 3 part, Pink, Canary, White $ 42.00 $ 159.30 $ 265.50 31 4 part, White, White, Canary, Pink $ 51.00 $ 206.50 $ 368.10 32 5 part, White, Green, Pink, Canary, Blue 60.00 $ 253.70 466.50 33 6 part, White, Green, Green, Pink, Canary, Blue $ 69.00 300.90 $ 569.20 F. Carbonless Pad Forms 8 % x 11 1/1 Black Ink, Collate and (Not Standard Sequence) Price per 100 Price per 500 Price per 1000 34 2 part, Blue, Canary $ 51.00 $ 131.00 210.00 35 3 part, Pink, Canary, Manila Tag 126.00 $ 279.00 470.00 36 4 part, White, White, Canary, Manila Tag 185.00 $ 387.00 625.00 37 5 part, White, Green, Pink, Canary, Blue 105.00 $ 324.00 $ 534.00 38 6 part, White, Green, Green, Pink, Canary, Blue 123.00 $ 372.00 618.00 G. Carbonless Sequence) Forms 8 % x 141/0 Black ink (Standard Price per 100 Price per 500 Price per 1000 39 2 part $ 21.00 $ 88.50 147.50 40 3 part $ 29.00 $ 129.80 218.30 41 4 part 37.00 $ 171.10 $ 319.10 42 5 part 45.00 $ 212.40 $ 389.80 H. Carbonless Sequence) Forms 8 % x 141/0 Black ink (Standard Price per SO Price per 100 Price per 250 43 (6) 81/2 x 11 4/4 (24 page count, includes cover) $ 130.00 $ 205.00 $ 395.00 Attachment A - Price Schedule 2 Of 5 I. Pamphlet, (4) 11 x 17 4/4 70# White Offset fold, Fold to 8112 x 11 to make 16 page Price per 50 Price per 100 Price per 250 44 Pamphlet $ 165.00 $ 265.00 $ 525.00 J. Pamphlet, White collate, Finish size 8 3': x 11, 80# White Cover, 60# Offset Interior 4/4, Cover printed 2 side, 4/4, spiral bind Price per 50 Price per 100 Price per 250 45 Cover & 65 4/4 (132 page count, includes cover) $ 710.00 $ 1,380.00 $ 3,375.00 K. Pamphlet, 8'A trim (4) 11 x 17 4/4 70# White Offset fold, Fold to x 11 to make 16 page count, collate, saddle stitch (3) Price per 100 Price per 250 Price per 500 46 Pamphlet $ 165.00 $ 265.00 $ 525.00 L Book, 60# book, staple (125) 8'': x 11 1/1 20# bond, (6) chapter inserts astrobrite 1/0, (8) 11 x 17 1/0 20# bond fan fold into 60# astrobrite front cover 1/0, blank back cover, (3) Price per 5 Price per 25 Price per 50 47 Book $ 85.00 $ 278.00 $ 479.00 M. 8 %: black 80# Comb Book, (244) 8'r4 x 11 1/1 20# bond, black ink only, (34) x 11 color inserts, (25) chapter inserts 110# blue, ink 1/0, (8) 11 x 17 1/0 20# bond fan fold into book, front cover 4/0, Clear Mylar, blank back cover, bind (2") Price per 5 Price per 25 Price per 50 48 Book $ 214.00 $ 765.00 $ 1,180.00 N. Brochures, Tri-fold, Bi-fold, Post Cards, Flyers, etc. Price per 50 Price per 100 Price per 250 49 80# Cover, 8'A x 11 4/4 Full bleed $ 35.00 $ 60.00 $ 100.00 Price per 100 Price per 250 Price per 500 50 70# Offset, 4/4, Two sides, Tri-fold, 8.5 x 11 $ 50.00 $ 90.00 $ 140.00 51 70# Offset, 4/4, Half -fold, 11 x 17 $ 65.00 $ 127.00 $ 215.00 52 80# Crest Avon Brilliant White 3'A x 8 %A 4/4 $ 41.00 $ 95.00 $ 145.00 53 80# Post Cards, 4 % x 5'A , Printed two sides, 4/4 $ 30.00 $ 59.00 $ 79.00 54 60# Offset, 2-11 x 17 4/4 Fold 'A Saddle staple (3) right angle fold $ 203.00 $ 312.00 $ 424.00 Price per 500 Price per 1,000 Price per 2,500 55 110# Canary, 4 x 5 A, Printed one side, PMS 354 $ 40.00 $ 50.00 $ 73.00 O.Engineering Drawings, Posters Price per 1 Price per 25 Price per 50 56 20# 24 x 36 Black Ink, 1/0 $ 2.90 $ 70.00 $ 130.00 57 20# 36 x 48 Black Ink, 1/0 $ 5.80 $ 140.00 $ 260.00 3 0f Attachment A - Price Schedule 5 58 36# Photo Gloss 24 x 36, 4/0 $ 18.00 375.00 600.00 59 36# Photo Gloss 36 x 48, 4/0 $ 36.00 $ 750.00 1,200.00 Price per 1 set Price per 10 set Price per 50 set 60 Tab-5 Position, Print 1/1 Black on tab 3 Bank 15 Total $ 31.00 $ 61.00 104.00 Price per 1 Price per 10 Price per 25 61 Comb Bind 1" $ 3.00 $ 20.00 25.00 62 Coil Bind 1" 3.00 $ 20.00 25.00 63 Stitch 3 per book 5.00 $ 10.00 20.00 Price per 100 Price per 500 Price per 1,000 64 Numbering 1 up 8 Y2 x 11 $ 14.00 $ 25.00 $ 35.00 65 Numbering 3 up (sequential) 8 Y2 x 11 $ 22.00 $ 45.00 55.00 66 Folding $ 10.00 12.00 $ 15.00 67 Folding (Right Angle) 15.00 $ 17.00 $ 20.00 Price per 100 sets Price per 500 sets Price per 1,000 sets 68 Collating, 10 page's 8 Y2 x 11 (Machine) $ 20.00 $ 30.00 40.00 69 Collating, 10 page's (Hand) $ 30.00 $ 40.00 $ 50.00 Price per 1 Price per 10 Price per 100 70 Perforate 6 areas to bleed on 81/2 x 11 Both 81/2 and 11 bleed 15.00 $ 18.00 $ 20.00 71 Score 1 area to bleed 81/2 x 11 across the 8 Y2 10.00 $ 15.00 $ 20.00 72 Laminate 8 "A x 11 $ 3.00 $ 25.00 $ 150.00 73 Laminate 11 x 17 $ 5.00 $ 40.00 195.00 74 Laminate 24 x 36 $ 15.00 $ 100.00 $ 495.00 75 Foam Core Laminate 9 x 12 10.00 60.00 76 Foam Core Laminate 12 x 18 15.00 $ 90.00 77 Foam Core Laminate 24 x 36 $ 40.00 $ 350.00 78 Foam Core Laminate 36 x 48 $ 60.00 $ 480.00 P. 1 hour turn around rush charge* 79 No Extra Charge Attachment A - Price Schedule 4 Of 5 *NOTE — Rush jobs are requested approximately 1Otimes per week. Please quote your average rush charge for a1hour turn around. Feel free to attach an additional proposal for how to handle rush jobs, Le. a sliding scale in relation to the size ofarush job. Q. Setup Fees Each/Hour 8O � 5O - 'OO R. Artwork, Graphic Design Each/Hour 8� � �O ` 'OO S. Typesetting Each/Hour 02 � _ .00 3O To%alm-Fmruonmpmnison purposes $ 4,162.SO $ 12,085.40 $ 22,070.25 Part UU ~ Percent Discount Bidder shall provide one single fixed percentage discount which will be applied to any future printing projects not included in the line items above in Part 1. Successful vendor will provide a quote based upon the specifications provided and apply the percent discount. 8] Percent of Discount Offered See Cost Proposal SDf5 Attachment A'Price Schedule ITEM TITLE: BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 8.D. For Meeting of: January 6, 2026 Resolution authorizing award and agreement with The Print Guys for city-wide printing services (Enterprise/Special Revenue/General) SUBMITTED BY: *Rudy Silva, Purchasing Manager Christina Payer, Buyer II, Purchasing SUMMARY EXPLANATION: If awarded, the term contract will establish unit prices over the next five years for city-wide printing services. Services provided under this contract include, but are not limited to, the printing of books, brochures, business cards, door hangers, envelopes, letterhead and engineering drawings/posters. Purchasing staff completed a competitive RFP process and award was made to The Print Guys. The approximate annual contract value of this award is $70,000. ITEM BUDGETED: Yes STRATEGIC PRIORITY 24-25: A Resilient Yakima RECOMMENDATION: Adopt Resolution. ATTACHMENTS: Resolution 12503P Agreement FINAL_The Print Guys.pdf