To: Robert O’Donnell From: Randy Brown Re: Print Shop Management Services - Colonial Press Date: November 1, 2019 Recommendation Administration is recommending approval of the agreement with Colonial Press to provide print shop management services. This agreement includes a term which would end June 2023, allowing for a transition and the opportunity to review operations. Termination of the agreement is provided based upon insolvency, breach of service, or 30 days written notice by either party. Background The district print shop manager retired earlier in 2019. Since the announcement of the impending retirement, the administration has recruited a replacement for the position. Unfortunately, the search, despite multiple rounds of advertisements and interviews, did not result in a candidate willing to accept the position. Prior to the retirement of the manager, Colonial Press provided services to the district at various points in time. Beginning in June of 2019, Colonial Press has provided increased services, including management of the print shop operations. Based upon the success of this relationship, the administration seeks to formalize the acquisition of services through a third party contract. The print shop end users throughout the district should see no change in service as a result of this management arrangement. Through this contract, Colonial Press will be responsible for instructing and coordinating the print shop staff, selection and implementation of supplies, and equipment and technology for the print shop operations in order to meet the needs of the district. The print shop staff includes two printers and a processing assistant, which is not expected to change as a result of this relationship. The cost of this contract fits within the operations budget for printing services.

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PRINT SHOP MANAGEMENT AGREEMENT THIS PRINT SHOP MANAGEMENT AGREEMENT (“Agreement”) made and entered into this _____ day of November, 2019, by and between COLONIAL PRESS, LLC a Pennsylvania limited liability company with an address of 500 Torrey Lane, , State College, Pennsylvania (“Colonial”) and STATE COLLEGE AREA SCHOOL DISTRICT, a school District of the second class organized and existing under and pursuant to the Public School Code of 1949, as amended, 24 P.S. Section 101 et seq., with administrative offices located at 240 Villa Crest Drive, State College, Pennsylvania (“District”).

W I T N E S S E T H

WHEREAS, District wishes to engage Colonial to provide Print Shop Management Consultant services (“Board”); and WHEREAS, the parties hereto wish to memorialize the terms and conditions of their agreement in writing.

NOW THEREFORE, for and in consideration of the promises and the

mutual covenants herein contained, and intending to be bound hereby, it is understood and agreed upon as follows:

1. The recitals are incorporated by reference as if each had

been set forth at length herein. 2. This Agreement is for the term beginning __________ _____,

2019 and ending __________ _____, 2023, unless terminated earlier by mutual agreement of the parties, or for a breach that remains uncured after thirty (30) days written notice. Should both parties wish to continue the agreement and/or for Colonial to provide additional services, it shall be necessary for the parties to enter into a new agreement, and/or an amendment or extension of this Agreement.

3. Colonial shall provide all-inclusive Print Shop Management

services including, but not limited to: research and selection of supplies and equipment; implementing new printing technology and equipment; instructing and coordinating the actions of print shop employees; improving both print shop and building copier services; and, providing variable data and mailing services.

4. The annual charge for the foregoing shall be Eighty Five Thousand ($85,000.00) U.S Dollars. Colonial shall invoice the District monthly, and District shall submit payment to the Colonial within thirty (30) days of the date of receiving invoice.

5. Persons providing services on behalf of Service Provider as

provided in Paragraph 3 hereinabove shall have and maintain all clearances as would be required of a regular employee of District. In addition, the Service Provider will comply with the hiring, mandated reporter and all requirements of the Pennsylvania Child Protective Services Laws.

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6. a. Unless otherwise agreed to in writing, Colonial shall, at its own expense, carry and maintain during the performance of Services under this Agreement the following insurance with companies satisfactory to the District and in amounts no less than that specified herein:

i. Commercial General Liability insurance in an amount

of not less than [$1,000,000] per Claim if on a Claims Made form or per Occurrence if on an Occurrence form and [$2,000,000] annual aggregate, covering premises and operations, independent contractors, bodily injury (including death), abuse or molestation, personal injury, property damage including, and without limitation, all contractual liability for such injury or damage assumed by Colonial under this Agreement. The District shall be named as additional insured as our interest may appear under the Commercial General Liability policy of insurance; ii. Worker’s Compensation in accordance with all federal and state statutory requirements and Employer’s Liability Insurance in an amount not less than [$100,000] Bodily injury by accident, each accident, [$100,000] Disease policy limit each employee, and [$500,000] Disease policy limit;

iii. Automobile Liability insurance in accordance with statutory limits. b. The insurance company(ies) issuing the policies for such insurance coverage must have at least an A rating from AM Best. Colonial agrees to provide the District with certificates of insurance evidencing the foregoing coverage. Such certificates should indicate any deductible and/or self-insured retention and stipulate that the insurance will not be canceled while this Agreement is in effect without 30 days' prior written notice to the District. Colonial further agrees to ensure that all subcontractors it retains in connection with a Project maintain adequate insurance coverage with respect to the Services to be performed under this Agreement.

7. Colonial shall indemnify and hold harmless District, to

include reasonable attorneys fees, for any cost or expense incurred by District as a result of any act or failure to act when required to do so by Colonial and/or its employees.

8. This Agreement may be amended by written consent of both

parties. All Amendments shall be attached to this Agreement and made a part thereof.

9. This Agreement is for the benefit of the District and

Colonial and no other business, entity, organization, or person shall be construed to be a beneficiary thereof.

10. This Agreement (with any attachments) reflects the complete

Agreement between the parties. Any previous written, oral, or implied contractual relationship between the parties is hereby rescinded. No

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oral undertakings or representations not set forth herein shall be binding on either party. No agent, employee, or representative of either party has authority subsequently to modify the terms of this Agreement except in writing signed by the party to be charged. This Agreement shall be binding upon and inure to the benefit of the parties and their affiliates, successors and assigns. Colonial may not assign its rights and obligations under this Agreement without the prior written consent of the District.

11. Except where preempted by federal law, this Agreement shall

be enforced, governed by, and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding any choice of law principles that would cause the law of any other jurisdiction to be applied. The parties hereto agree that the proper and exclusive forum for any litigation of any disputes or controversies arising out of or related to this Agreement shall be the Court of Common Pleas of Centre County, Pennsylvania.

12. The Service Provider shall perform this Agreement solely as an independent contractor, and not as the District's agent or employee, and shall be solely responsible for the payment of income taxes or other taxes or contributions which are imposed with respect to or measured by wages, salaries, or other compensation, for all amounts paid to the Service Provider hereunder (including making such estimated payments as may be necessary or appropriate) and the Service Provider hereby agrees to indemnify and save the District and its affiliates harmless against any and all such liability or claims therefore. The Service Provider shall also be fully and solely responsible for the generation and dissemination of all required tax forms relating to its subcontractors or any other persons engaged by the Service Provider pursuant to this Agreement or any Project Authorization. The Service Provider has no authority hereunder to make any statement, representation, or commitment of any kind on behalf of the District or to bind the District to the performance of any duties or to accept on behalf of the District any responsibilities. Neither party shall hold itself out to third persons as purporting to act on behalf of, or serving as the agent of, the other party, except as contemplated by this Agreement. The Service Provider shall not be authorized to enter into any contract or agreement on behalf of the District without the express written authorization of the District.

IN WITNESS WHEREOF, the parties have hereunto executed this

Agreement or have otherwise caused properly authorized corporate officials to so execute the same as of the day and year first above written, all intending to be legally bound thereby.

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COLONIAL PRESS, LLC

By:_______________________________ Attest: __________________________ STATE COLLEGE AREA SCHOOL DISTRICT By:_______________________________ Amber Concepcion Board President Attest: ___________________________ Lynn Tressler Board Secretary

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