HomeMy WebLinkAboutTODAY'S BUSINESS SOLUTIONSINSURANCE NOT ON FILE N-2023-081
WORK MAY Ni:IT PROCEED
CLERK OF COUNCIL
DATE:
AGREEMENT BETWEEN CITY OF SANTA ANA AND TODAY'S BUSINESS
SOLUTIONS, INC., TO PROVIDE PRINT MANAGEMENT SERVICES
THIS AGREEMENT is made and entered into on this 6th day of April, 2023 by and
between Today's Business Solutions, Inc., an Illinois corporation ("Consultant" or "TBS"),
and the City of Santa Ana, a charter city and municipal corporation organized and existing
under the Constitution and laws of the State of California ("City").
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aa RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
print management services to provide such services to the City Library.
J
"o B. Consultant represents that Consultant is able and willing to provide such services to the
City.
ti C. In undertaking the performance of this Agreement, Consultant represents that it is
Wknowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
SCOPE OF SERVICES
Subject to the terms and conditions set forth in this Agreement, Consultant shall implement
and provide fully functional, well -documented public PC management, print management,
wireless printing, ScanEZ stations, printers and cost recovery systems for City's Library. Such
implementation shall include delivery, installation, testing, licensing, support and maintenance,
including all labor, materials, tools, equipment, and incidental customary work required to fully
and adequately complete the services described and set forth in Implementation Plan — Exhibit
A and Service and Maintenance Agreement — Exhibit B, attached hereto and incorporated by
reference.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for
City, the rates and charges identified in Exhibit C. The total amount to be expended
during the term of this Agreement shall not exceed Forty Thousand, Nine Hundred
Ninety -Nine Dollars and Thirty -Eight Cents ($40,999.38).
b. Payment by City shall be made within forty-five (45) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures.
c. Payment need not be made for work which fails to meet the standards of performance
set forth in the Recitals which may reasonably be expected by City.
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3. TERM
This Agreement shall commence on the date first written above for a two (2) year term
with the option for the City to grant up to two (2) one-year renewals, exercisable by a writing by
the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15,
below.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent Consultant and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Consultant
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Consultant shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Consultant shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard to
Documents & Data which were provided to Consultant by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below
for the duration of this Agreement:
a. Minimum Scope and Limit of Insurance
Coverage shall be at least as broad as:
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(1) Commercial General Liability (CGL): Insurance Services Office Form CG
00 01 covering CGL on an "occurrence" basis, including products and
completed operations, property damage, bodily injury and personal &
advertising injury with limits no less than $1,000,000 per occurrence. If a
general aggregate limit applies, either the general aggregatelimit shall apply
separately to this project/location (ISO CG 25 03 or 25 04) or the general
aggregate limit shall be twice the required occurrence limit.
(2) Automobile Liability: Insurance Services Office Form Number CA 0001
covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8
(hired) and 9 (non -owned), with a limit no less than $1,000,000 per accident for
bodily injury and property damage.
(3) Workers' Compensation: as required by the State of California, with Statutory
Limits, and Employer's Liability Insurance with limit of no less than
$1,000,000 per accident for bodily injury or disease.
(4) Broader Coverage: if the Consultant maintains broader coverage and/or higher
limits than the minimums shown above, the City requires and shall be entitled
to the broader coverage and/or the higher limits maintained by the Consultant.
Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
b. Other Insurance Provisions
(1) Additional Insured Status: The City, its officers, officials, employees, and
volunteers are to be covered as additional insureds on the CGL policy with
respect to liability arising out of work or operations performed by or on behalf
of the Consultant including materials, parts, or equipment furnished in
connectionwith such work or operations. General liability coverage can be
provided in the form of an endorsement to the Consultant's insurance (at least
as broad as ISO Form CG 2010 1185 or if notavailable, through the addition of
both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later
edition is used).
(2) Primary Coverage: For any claims related to this contract, the Consultant's
insurance coverage shall be primary coverage at least as broad as ISO CG 20
0104 13 as respects the City, its officers, officials, employees, and volunteers.
Any insurance or self-insurance maintained by the City, its officers, officials,
employees, or volunteers shall be excess of the Consultant's insurance and shall
not contribute with it.
(3) Notice of Cancellation: Each insurance policy required above shall provide
that coverage shall not be canceled, except with notice to the City.
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(4) Waiver of Subrogation: Consultant hereby grants to City a waiver of any right
to subrogation that any insurer of said Consultant may acquire against the City
by virtue of the payment of any loss under such insurance. Consultant agrees
to obtain any endorsement that may be necessary to affect this waiver of
subrogation, but this provision applies regardless of whether or not the City has
received a waiver of subrogation endorsement from the insurer.
(5) Self -Insured Retentions: Self -insured retentions must be declared to and
approved by the City. The City may require the Consultant to purchase coverage
with a lower retention or provide proof of ability to pay losses and related
investigations, claim administration, and defense expenses within the retention.
The policy language shall provide, or be endorsed to provide, that the self -
insured retention may be satisfied by either the named insured or City.
(6) Acceptability of Insurers: Insurance is to be placed with insurers authorized
to conduct business in the state with a current A.M. Best's rating of no less
than A:VII, unless otherwise acceptable to the City.
(7) Claims Made Policies: If any of the required policies provide claims -made
coverage:
i. The retroactive date must be shown, and must be before the date of the
contract or beginning of contract work.
ii. Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after completion of contract work.
iii. If coverage is canceled or non -renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the contract
effective date, the Consultant must purchase "extending reporting"
coverage for a minimum of five (5) years after completion of work.
(8) Verification of Coverage: Consultant shall furnish the City with original
Certificates of Insurance includingall ll required amendatory endorsements (or
copies of the applicable policy language effecting coverage re uiq redbv this
clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing allpolicy endorsements to City before work begins. However, failure to
obtain the required documents prior to the work beginning shall not waive the
Consultant's obligation to provide them.
The City reserves the right to require complete, certified copies of all required
insurance policies,including endorsements required by these specifications, at
any time.
(9) Subcontractors: Consultant shall require and verify that all subcontractors
maintain insurance meeting all the requirements stated herein, and Consultant
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shall ensure that City is an additional insured on insurance required from
subcontractors.
(10) Special Risks or Circumstances: City reserves the right to modify these
requirements, including limits, based on the nature of therisk, prior experience,
insurer, coverage, or other special circumstances.
INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligent operations of the Consultant, its subcontractors, agents, employees, or other persons
acting on its behalf which relates to the services described in section 1 of this Agreement; and (2)
from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
relief is due by reason of the terms of or effects arising from this Agreement. 'This indemnity and
hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial
or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant
further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
fees and costs for special counsel to be selected by the City, regarding any action by a third party
challenging the validity of this Agreement, or asserting that personal injury, damages, just
compensation, restitution, judicial or equitable relief due to personal or property rights arises by
reason of the terms of, or effects arising from this Agreement. City may make all reasonable
decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing,
to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity
shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and
employees against any and all liability, including costs, for infringement of any United States'
letters patent, trademark, or copyright infringement, including costs, contained in the work product
or documents provided by Consultant to the City pursuant to this Agreement.
9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Consultant under this Agreement. All such records and
invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
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pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Consultant under this Agreement.
10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees that
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
is independently developed by the Consultant without reference to information disclosed by the
City.
11. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under this
Agreement.
12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the terms
of this Agreement shall prevail. This Agreement may not be modified except by written instrument
signed by the City and by an authorized representative of Consultant. The parties agree that any
terms or conditions of any purchase order or other instrument that are inconsistent with, or in
addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each
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party to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
party, which is not embodied herein.
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other Consultants retained by City.
15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of
termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to
deliver to the City all work product(s) completed as of such date, and in such case
such work product shall be the property of the City unless prohibited by law, and
Consultant consents to the City's use thereof for such purposes as the City deems
appropriate.
b. Payment need not be made for work which fails to meet the standard of
performance specified in the Recitals of this Agreement.
16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
17. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
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18. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
19. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:
Executive Director
Library Services
City of Santa Ana
20 Civic Center Plaza (M-75)
P.O. Box 1988
Santa Ana, California 92702
To Consultant:
Today's Business Solutions, Inc.
Attn: Lou Flavio, VP Sales and Marketing
7820 S. Quincy Street
Willowbrook, IL 60527
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
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N-2023-081
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
C&Wiffi'fer L.-Mall
GWUerk
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
Br on Satvatierra
Deputy City Attorney
FOR APPROVAL:
Brian Sternberg
Executive Director
Library Services
CITY OF SANTA ANA
Kristine Ridge
City Manager
CONSULTANT:
Lodl�Ar 12, 2023 09:30 CDT)
Lou Flavio
VP Sales and Marketing
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EXHIBIT A
Exhibit A: Project Implementation Plan,
Equipment Definitions
Product Table
Product Sku
Description
Ouantity
TBS-MPCEB-BASE
MYPC/Easy Booking Time Mgt. Base License
1
TBS-MPCEB-ADD
MYPC Licenses (55 Clients)
55
TBS-MPCEB-UAS
MYPC/Easy Booking Time Mgt. I" Year License
1
TBS-Pout-Libed-Base
TBS Papercut Library Edition Base Module
1
TBS-Pout-Libed-CVL
TBS Papercut Library Edition Value Loader Licenses
2
TBS-Pout-Libed-CCC
TBS Papercut Library Edition CPad Connect Licenses
2
TBS-Pout-Libed-UAS
TBS Papercut Library Edition 1" Year License
1
TBS-WP-EPIT
TBS Web Print Per Building License Site License
2
TBS-9900KCC
Coin, bill and CPad Kiosk with Nayax CC Terminals
2
TBS-SSS-Y3070
ScanEZ Stations
2
HP-E5504dn
HP Printers Color and Black and White
2
TBS-PS
Professional Services Installation
1
(1) If the hardware outlined in Exhibit A is replaced or becomes unavailable, TBS may
provide replacements with equipment that is equivalent, or better, as determined by
Library. TBS will add additional licenses and hardware as the libraries reopen.
1. Proiect Implementation Plan
2.1 TBS and the Santa Ana Public Library ("Library") will work to establish a mutually
agreed upon project implementation plan and schedules for the work contemplated in this
SOS.
2.2 Project Implementation Plan: The Library and TBS will establish a project timeline
which will be refined and updated during a kick off meeting with the mutual agreement of
all parties.
2.2.1 Phase 1: Pre -installation Activities (1-2 days)
1. Review delivery schedule.
2. Establish Counectwise account for Library implementation and provide log in
3. Library Project Lead will be assigned and will review pre -install check lists.
4. Establish full project management plan.
2.2.2 Phase 2: Back room System (1-2 Days)
1. Library will provide a server based on specifications the Library already possesses with
SQL server loaded.
2. Library will provide computers to test reservation station and typical public use
computer for installation/configuration and testing of hardware and software.
3. Library will provide current ILS connection for testing.
4. TBS will remotely install software and deliver hardware for testing according to final
delivery plan.
5. When back room system is set up and remote installation is completed, TBS staff will
provide on -site or remote support to configure systems and provide technical training to
staff onsite which will include train the trainer and train branch staff.
6. Parties will establish procedures and rules as mutually agreed upon for each location
and group.
7. Network testing will be completed and network architecture will be completely
configured.
2.2.3 Phase 3: Hardware Delivery and Set up. (All delivered in one Shipment)
1. Hardware will be delivered, pre -configured and staged according to final delivery
schedule. Delivery will be complete all packing material and pallets will be removed
during the delivery of all hardware.
2. TBS staff and or Library staff will deliver hardware to each location.
3. Hardware will be tested for appropriate network connection and power for final
approval before "go live" date.
2.2.4 Phase 4: Go Live and Additional Training (1-2 Day(s) per building)
1. IT support staff and TBS staff will install software according to final schedule and TBS
will provide an install package for MyPC and Papercut software so software can be
installed at all locations.
2. After install, TBS will check profiles are running properly.
3. TBS technicians shall also test all scenarios and hardware in the live environment.
4. When testing is complete, TBS Staff shall provide training on site depending on
availabilty in the live environment.
5. After training, staff will determine final "go live" date for the public.
6. TBS staff shall do the rollout of the initial locations for the first two weeks. Sites for the
initial rollout phase will be determined during the pre -install meeting. Normally, we see
the main facility and six branches done during this phase.
7. If the Library staff is comfortable then the rest of the sites will be rolled out by Library
staff on their schedule with remote support provided by TBS staff. If TBS staff is needed
on -site for additional weeks during the rollout, TBS will provide after consultation with the
Library to determine the need and scope of such participation.
2.3 Training (2-5 Days)
TBS and Library shall set up a final training schedule during pre -implementation plan.
This will include specific training for IT Support Staff, branch library staff, management
and supervisory training, administrative services and audit training for financial reporting.
3. Times of Deliveries
3.1 The times and locations of deliveries shall be mutually agreed upon.
EXHIBIT B
Exhibit B
Service and Maintenance Agreement
TBS agrees to provide hardware, software, licenses necessary for the operation of
hardware and software, installation services, training services, and support.
1. Hardware and Warranty List
1.1 TBS will be responsible to order and deliver the hardware, do initial assembly,
configuration, and testing, provide support and warranty service arrangements.
1.2 Hardware order will include correct cables, power cords, power panels, etc. required to
use the hardware.
1.3 In joint effort, Library IT staff and TBS will set up, assemble, configure, and test
according to the Project Implementation Plan, which may be amended as mutually agreed
upon.
2. Software and License
2.1 The License is an annual fee which provides for the perpetual use of the licensed
software and related materials as long as the annual license is renewed. Library may add
software and user licenses under the term of this Agreement by paying additional license
and maintenance fees.
2.2 Library will provide a server with minimum recommended specs and a Microsoft SQL
with all the latest updates for connection for hosting the MyPC Server Product.
2.3 TBS will provide installation packages for the MyPC and PaperCut clients, as well as
installation packages for the MyPC public reservation console.
2.4 TBS and Library will work together to create documentation for installation and
configuration of the software packages to work in the Library environment.
3. Maintenance and Support
3.1 TBS will provide installation, configuration support as well as software, firmware
updates, software upgrades, support calls and service, feature additions, periodic upgrades,
database conversions, as well as TBS initiated improvements for all software and hardware
purchased from TBS while under a maintenance and support agreement. All planned
upgrades will be coordinated with Library to occur off peak hours.
3.2 TBS will provide a mix of remote and on -site support for immediate problem
resolution. TBS will provide a login to TBS Support ticketing system for Library Staff to
access customer service, technical support, and extended dedicated support. This ticketing
support system is included in the annual software maintenance and support fee.
3.3 TBS will provide phone and web support for standard suport for software and
technical support five days a week. Standard Help Desk live support will be available
Monday -Friday 8-6 CST five days a week with after-hours emergency support available.
3.4 Pre -arranged standard and non-standard hours standby telephone support is available
after hours. This phone number and related support is included in the annual software
maintenance and support fee.
3.5 If requested, TBS will come on site to resolve an issue with a system supported by TBS.
3.6 Library will ensure TBS has access to the systems they are supporting through remote
viewing software specified by TBS and approved by the Library.
3.7 TBS will provide updated client installation packages for MyPC and PaperCut as long
as this software is under a maintenance and support agreement.
3.8 TBS guarantees response within three (1-3) hours to support tickets that are deemed an
emergency (Priority 1) by Library IT staff.
3.9 TBS authorizes the Library to install the Licensed Software on the designated computer
platform using one copy of programs to support live processing. Additional copies may be
installed for training and disaster recovery, and training and disaster recovery databases
may be used without incurring additional license charges, but only one copy will be in
production at any one time. Library can make copies of the Licensed Software for safe
keeping purposes.
4. Support call process
To provide high quality support and to effectively assign resources to incoming calls or
online tickets there are three types of call priorities are identified:
Priori 1: High priority- unrecoverable loss or corruption of data or software or
hardware functionality that caused a generally defined "system down" situation.
Priori 2: Medium priority- Essential software functionality loss that prevents
customer processing, but has a workaround, or loss of nonessential functionality
that does not have a work around. System is not "down" but Library questions must
be answered. This includes staff "inconvenience" problems.
Priori 3: Errors causing loss of non -essential functionality but have Print
Management and MYPC System workaround. System is not down, but operational
question needs to be resolved.
5. TBS Response Times
5.1 During standard hours as identified in Section 3.3, TBS will respond to Priority 1-3
support calls as follows:
A Initial Response when a call or ticket is received:
Priority 1: 1-3 hours (available 24x7)
Priority 2: 3-5 hours
Priority 3: 72 hours
B Correction Plan will be developed when a fix is not immediate:
Priority 1: within 24 hours
Priority 2: within 48 hours
Priority 3: as mutually agreed upon
C Escalation of non-standard response times
Correction identified and mutually agreed upon correction plan will be developed
or call will be escalated to Support Manager, and VP of Sales.
6. Warranties by TBS
6.1 TBS warranties that it has the right to license the Licensed Software and there are no
pending liens, claims, or encumbrances against the software.
6.2 TBS warranties that the software conforms to its published specifications and all
related materials and information provided to the Library in all manners.
6.3 TBS warranties that it will install all hardware and software and perform all related
actions; so that such hardware and software will properly install and operate.
6.4 Online ticket support system, will be provided to track support tickets, complete
surveys and establish a venue for remote support and license updates for software and
hardware.
6.5 Software and hardware and system is fully integrated with ILS through the SIP
connection provided by TBS.
6.6 Library will provide server and TBS will install MyPC Papercut software to function
per specifications.
6.7 TBS warrants that that there is no violation of copyright or patent rights in connection
with the licensed software. TBS shall indemnify and hold harmless and tender any such
claim within 30 days of notice by Library, although the Library shall be entitled to counsel
of its own choice.
6.8 TBS warrants that the software shall conform to its published specifications in the
Materials, including, but not limited to, the Capabilities Summary, On -Line Help,
Manuals, User Reference Manuals, and Training Materials. TBS warrants that the
software is merchantable, in that it will properly install and operate according to the
specifications herein.
6.9 TBS warrants to the Library that it is solvent, not in bankruptcy proceedings or
receivership, nor is it engaged in any proceedings, which would have an adverse effect on
its ability to perform its obligations under this Agreement.
6.10 TBS warrants that there has been no violation of copyrights or patent rights in
connection with the Licensed Software in this Agreement. TBS shall indemnify and save
harmless the Library from any suit or proceeding brought against the Library by reason of
any such infringement or any wrongful use. TBS will defend or settle any such claim,
although the Library shall be entitled to be independently represented by counsel of its
own choice.
6.11 TBS will provide all supplies excluding paper for all printers. This will be directly
shipped to the library as the printers are monitored remotely so the library will always
have on hand replacement supplies excluding paper.
EXHIBIT C
UA
Purchase Agreement Date: 2-22-23
ACKNOWLEDGE TO:
Santa Ana Public Library
CUSTOMER CONTACT:
Lynn Nguyen
BILL TO:
122 N. Newhepe Street
Santa Ana, CA 92703
SHIP TO:
Same
Customer. Reference Nos. Tax: order subject to Applicable sales and Use
x_New _Existing Taxes.
Purchase Order No. #021623-2 _Taxable
Sales Rep _Nathan _Exempt No.
Resale Carapace must be provided Wth orders from new
WatOmefs.
Requested Method of Shipment: Requested Delivery Date: ASAP
UPS Ground
ITEM
QTY.
PRODUCT NO.
DESCRIPTION
UNIT
PRICE
GROSS
AMOUNT
1
1
MYPC-BASE
MYPC Base License
$2,195.00
$2,195.00
2
55
MYPC-Clients
MYPC Client Licenses
$21.00
$1,155.00
3
1
MYPC-UAS
tat Year MYPC license
$837.50
$837.50
4
1
Pcut-MF
Papercut Base License
$1,095.00
$1,095.00
5
2
Pcut-CVL
Papercut Release Station licenses
$280.00
$560.00
6
2
Pcut-CCC
Papercut CPad connection license
$75.00
$150.00
7
1
Pcut-UAS
Papercut let year license
$215.20
$215.20
8
2
TBS-EP
Eprintit web print library locations
$450.00
$900,00
9
2
TBS-9900KCC
Payment Kiosks coin and bill and credit card with release
$3,995.00
$7,9WOO
10
2
SSS-Y3070
ScanEZ stations
$5,195.00
$10,390.00
11
2
HP-E5504dn
HP colorfB&W 1, 100 paper capacity
$1,995.00
$3,990.00
12
2
Trade -In
Tradein 2 scannex stations
(-$1,000.00)
($2,000.00)
13
1
Installation
Installation and training
$2,000.00
$2,000.00
14
1
TBS-UAS
Support/maintenance and licenses for year 2
$4,452.45
$4,452.45
15
1
TBS-SS
Contingency fund for two years printing costs and other purchases
$4,000.00
$4,000.00
Sale Tax 9.25% (items # 9 + 10, and 11)
$2,069.23
Total:
$40,999.38
REMARKS: Mainteeaace covers all hardware, parts, labor, software licenses, updates and all support calls both on site and remote. This also covers all feature additions and
additional parts inventory. Shipping billed at cost around $750.00 or less. Cost per page for service and supplies for the printers billed quarterly in anears at the rate of .022 per
page black and white and .106 per page for color.
0
CUSTOMER: BY EXECUTION HEREOF UNDERSIGNED CERTIFIES ORDERING
OF ABOVE EQUIPMENT AND SERVICES
By:
Authorized Signature
Title Date
Terms and Conditions
Freight Prepaid. This price quotation is good for 60 days from the date of this letter, TERMS are Net 30 days from date of shipment (not
installation). Lead -tine is 2 week. Equipment remains TBS Inc. property until TBS Inc. receives full payment.
Today's Business Solutions Inc. 7820 S. Quincy Street Willowbrook, Illinois 60527
Phone:(630)537-1370 Fax:(630)537-1369
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor
Today's Business Solutions, Inc.
Name:
Project
N-2023-081
Number:
Project Agreement Between City Of Santa Ana And Today's Business
Name: Solutions, Inc., To Provide Print Management Services
The Certificate of Insurance (COI) submitted indicates that the coverages are in
compliance with the insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
POLICY EXPIRATION COI
TYPE OF INSURANCE FILE NAME
NUMBER DATE DATE
TodaysBusiness.pdf
AUTOMOBILE LIABILITY 4437546A0113T 07/01/2023 04/11/2023
santa ana auto.pdf
City-of-Santa-Ana,-
_Today's-Busines_22-
GENERAL LIABILITY 83SBAAH5U23 11/01/2023 05/18/2023
23-Master_5-18-
2023_121873027.pdf
City-of-Santa-Ana-
WORKERS COMPENSATION _Today's-Busines_22-
83WECAH5U65 11/01/2023 04/05/2023
AND EMPLOYERS' LIABILITY 23-Master_4-5-
2023_2091128530.pdf
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
5/22/2023 2:02 PM
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor
Today's Business Solutions, Inc.
Name:
Project
N-2023-081
Number:
Project Agreement Between City Of Santa Ana And Today's Business
Name: Solutions, Inc., To Provide Print Management Services
The Certificate of Insurance (COI) submitted indicates that the coverages are in
compliance with the insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
POLICY EXPIRATION COI
TYPE OF INSURANCE FILE NAME
NUMBER DATE DATE
UC Generic Cert of
AUTOMOBILE LIABILITY SELFINSURED 07/01/2024 11/02/2023 Self-Ins 2023-
2024.pdf
City-of-Santa-Ana,-
_Today's-Busines_23-
GENERAL LIABILITY 83SBAAH5U23 11/01/2024 12/07/2023
24-Master_12-7-
2023_1010899541.pdf
City-of-Santa-Ana,-
WORKERS COMPENSATION _Today's-Busines_23-
83WECAH5U65 11/01/2024 12/07/2023
AND EMPLOYERS' LIABILITY 24-Master_12-7-
2023_1010899541.pdf