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Home My WebLink AboutC3 TECH (C3 OFFICE SOLUTIONS, LLC) A 1�10( 11i02 � -2026-148 AUGIiTG 1r( 0) AGREEMENT WITH C3 OFFICE SOLUTIONS, LLC S"ekC,i�1�A tby� TO PROVIDE MANAGED PRINT SERVICES THIS AGREEMENT is made and entered into on this 4th day of August, 2026 by and between C3 Office Solutions, LLC, a California limited liability company, ("Provider"), 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"). RECITALS A. Pursuant to Santa Ana Municipal Code §2-807(d), establishing the procedures for the City to engage vendors whose names are on current established lists and have been awarded the same type of purchase contract by"a state agency, county, city or other public agency after a competitive bidding process determined by the purchasing manager to be substantially equivalent to that prescribed by this article". The City has elected to purchase Sharp Copiers, including maintenance and repair services for the City's multi- function printer and copier units, from Provider based on favorable pricing and terms set under Provider's regional cooperative agreement (RCA) with County of Orange #RCA- 017-23010022, incorporated by reference as though fully attached hereto. B. Provider has been engaged with the City for similar services with the City since 2016. The City's current agreement with Provider (#A-2023-023)will expire on February 28, 2027. Upon approval by the City Council, and full execution by the Parties,this Agreement will supersede agreement #A-2023-023, and agreement #A-2023-023 will terminate by operation of this Agreement C. In undertaking the performance of this Agreement, Provider represents that it is knowledgeable in its field and that any services performed by Provider 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: 1. SCOPE OF SERVICES Provider shall furnish managed print services on a cost-per-print basis for all the City's multi-function printer and copier units. These services shall include the following: (a)fully service for all printers and copiers, (b) configuration services, (c) end-user training, and (d) provision of all operating supplies including without limitation toner, cartridges, developer, fuser oil, rollers, print heads, drums, circuit boards, imaging unit, and staples. The services shall be,performed on- site and in accordance with the guidelines and standards appearing in Exhibit A. Provider shall not be responsible to supply paper for any multi-function printer or copier. 2. COMPENSATION a. City agrees to pay, and Provider agrees to accept as total payment for Sharp Copiers Page 1 of 8 purchased by City, the rates and charges identified in the Cost Rate Schedule with the County's RCA-017-23010022 attached hereto as Exhibit B. b. City agrees to pay, and Provider agrees to accept as total payment for managed print services for City,the rates and charges identified in Exhibit B. c. The total annual amount to be expended during the term of this Agreement shall not exceed Seven Hundred Fifty Thousand Dollars and Zero Cents ($750,000.00). d. Payment by City shall be made within forty-five(45)days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Provider agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Provider agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Provider's account(s) with financial institutions. 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. e. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date written above and continue through May 1, 2029, unless terminated earlier in accordance with Section 15, below. City shall compensate Provider for any services rendered from August 1,2026. 4. INDEPENDENT CONTRACTOR Provider shall,during the entire term of this Agreement,be construed to be an independent contractor 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 Provider performs the services which are the subject matter of this Agreement; however, the services to be provided by Provider shall be provided in a manner consistent with all applicable standards and regulations governing such services.Provider 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 Page 2 of 8 drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or caused to be prepared by Provider under this Agreement ("Documents &Data"). Provider 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. Provider represents and warrants that Provider has the legal right to license any and all Documents&Data. Provider makes no such representation and warranty in regard to Documents &Data which were provided to Provider 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 Insurance requirements are attached hereto as Exhibit C. 7. INDEMNIFICATION Provider 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 Provider,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 Provider 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 Provider'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 Provider. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Provider 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 Provider to the City pursuant to this Agreement. Page 3 of 8 9. RECORDS Provider shall keep records and invoices in connection with the work to be performed under this Agreement. Provider 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 Provider under this Agreement. All such records and invoices shall be clearly identifiable. Provider shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Provider 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 Provider under this Agreement. 10. CONFIDENTIALITY If Provider receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary,Provider 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 Provider disclosed in a publicly available source; (c) is in rightful possession of the Provider without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Provider without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE a. Provider 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. b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code,whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Provider or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any Ca1PERS retiree as authorized by City Council resolution Page 4 of 8 d. The Provider must comply with all conflict of interest laws,ordinances,and regulations now in effect or hereafter to be enacted during the term of this Agreement.The Provider warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Provider hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include,but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. e. Provider covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported(in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect fmancial benefit or interest to any individual, as defined in subsections (b) and(c)above. 12. NON-DISCRINUNATION Provider 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. Provider 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 Provider,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 Provider. 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 Provider or the City. Each 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 Provider, Provider 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 Page 5 of 8 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 Providers retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Provider shall be entitled to receive and the City shall pay Provider compensation for all services performed by Provider 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 Provider 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 Provider 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. JURI,SDICTION-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. 18. PROFESSIONAL LICENSES Provider 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. Provider 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 Page 6 of 8 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: City Clerk 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: Chief Innovations Officer Information Technology City of Santa Ana 20 Civic Center Plaza(M-42) P.O. Box 1988 Santa Ana,California 92702 Fax: (714) 647-5381 To Provider: C3 Office Solutions LLC Attn: Davis Tran,Vice President of Operations 1536 E. Warner Ave. Santa Ana,CA 92705 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 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. Page 7 of 8 IN WITNESS WHEREOF,the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA ennifer . all Alvaro Nunez City Manager APPROVED AS TO FORM: SONIA R. CARVALHO PROVIDER: City Attorney By: nathan T. Martinez Davi Tran Assistant City Attorney Chief f Op rations RECOMMENDED FOR APPROVAL: Jack Ciulla Chief Innovations Officer, Information Technology Page 8 of 8 EXHIBIT A SCOPE OF SERVICES SCOPE OF WORK Managed Print Services (MPS) Program C3 Tech is a highly qualified vendor to design,implement,and maintain a comprehensive Managed Print Services (MPS)program covering all print devices.C3 Tech brings 30+years in business,a local Santa Ana warehouse and service team,and a track record supporting cities,counties,water districts,and school systems throughout Orange County. Program Objectives • Manage and provide pricing options for new and existing printers/copiers. • Maintain a readily available,accurate,and up-to-date detailed list of all printing devices and their respective locations across all sites and departments. • Provide usage reports for auditing purposes,including user printing data and cost. • Control, monitor,manage,and reduce overall print costs. • Provide the ability to monitor print volumes by device. • Expand or contract the overall size of the document output fleet as needs change,without penalties. • Maximize overall cost savings,gain operational efficiencies,improve printer reliability,and support the organization's printer standardization strategy. 1536 E Warner Ave,Santa Ana,CA92705 Phone:(714)669-170A 1 info@c3tech.com I www.c3tech.com Services Offered C3 Tech supports the full scope of office technology and IT needs from a single vendor relationship: MFPs&Printers Strict budgets make proper usage of MFPs and printers a priority.Connection to standard cloud apps with security features is expected and supported. Managed IT An abundance of sensitive information makes cybersecurity exceptionally important across every environment C3 Tech supports. AV Collaboration Tools Having the right audio-visual tools in shared spaces increases engagement,collaboration,and creativity. Software An efficient way to digitize and centralize paper documents and records is a key step toward compliance,reducing errors,and easing staff burden. Laptops/Hardware Modern hardware fosters collaboration,provides workflow support,and keeps teams productive.Cost is a consideration,but the operational benefits are clear. 1536 E warner Ave,Santa Ana,CA 92705 Phone:(714)689-1764 1 info@c3tech.com I wwwx3tech.com Understanding of Project Components Department Discovery&Onboarding 0 Tech will meet with all departments to understand equipment requirements and workflows.As part of training and onboarding,we simplify the copier screen to show only the functions each department needs,creating an easier process for end-users. Maintenance&Repair C3 provides all maintenance and repair for all devices,including scheduled preventative maintenance to maximize uptime.Maintenance is performed on-site in accordance with manufacturer specifications for each unit. Customized Billing&Meter Reporting Billing can be customized by department code,contact person, and device location.Monthly meter reports are available,and C3 can provide reporting by location or department. Consu>Inables&Proactive Replenishment C3 supplies all consumables,including toner cartridges,staples,developer,and maintenance kits.Equipment is proactively monitored,and toner is automatically shipped when a device reaches its 30-day estimated empty date. Emergency loaner Units C3 will provide emergency loaner units for any equipment that cannot be repaired,minimizing downtime for the department. 1536 E Warner Ave,Santa Ana,CA 92705 Phone:(7141689-1700 1 info@c3tech.corn I www.c3tech.com Local Presence & Experience C3 Tech's Santa Ana headquarters sits approximately 3.9 miles from City Hall, keeping technicians,parts,and support close at hand.C3 Tech has 28 years in business supporting public-sector and commercial clients across Southern California. Local-Based Service Technicians Dedicated field technicians are based locally,allowing for fast,consistent on-site response. Santa Ana Warehouse A local warehouse maintains a consistent stock of toner and parts,plus a dedicated hot-swap inventory when needed. Local IT Technicians IT technicians are available to assist with technical and network questions as free support. Sharp Regional headquarters Proximity Sharp's Western Regional Headquarters is located within 5 miles of C3 Tech,streamlining manufacturer coordination. Public Agencies Supported C3 Tech's public-sector client base includes: • City of Newport Beach • County of Orange • City of Orange • City of Seal Beach • City of Stanton • City of Rancho Santa Margarita • Santa Margarita Water District • Newport Beach Unified School District 1536 E Warner Ave,Santa Ana,CA 92705 Phone:(714)6894700 1 [nfo@c3tech.com 1 www.c3tech.com Maintenance, Service & Repair • Full-service support for all copiers and printers, Monday-Friday,8:00 a.m.-5.00 p.m.,within the pricing proposed. • Multi-brand device service and support for existing and new single-and multi-function printers and copiers. • Same-day onsite repairs,with a 4-hour onsite response-to-resolution target. • Proactive monitoring and ordering of consumables, maintenance items,and frequently replaced parts before they reach end of life. • Regularly scheduled printer maintenance,including firmware updates. 'three Maintenance Segments Preventative Scheduled preventative maintenance calls for the entire fleet,similar to routine service intervals for a Vehicle.C3 also tracks each department's peak usage times so PM visits are scheduled ahead of high-volume periods. On-Going C3 is available for ongoing service,including emergencies and holidays.Dedicated service technicians become familiar with each location so copiers stay the last thing staff have to Worry about. Software&Analysis Two non-invasive monitoring tools,Printanista and MICAS,allow C3 to proactively track toner,service needs,and usage across all networked devices,improving first-call resolution. Printanista &MICAS Printanista pulls real-time meter reads for accurate billing without requiring manual meter counts,and proactively monitors toner yields with alerts at 25-35%remaining to help prevent downtime.High-volume departments such as Reprographics keep multiple toners on hand at all times. MICAS is Sharp's integrated cloud-based diagnostic software. It lets technicians remotely diagnose error codes and confirm which parts to bring before arriving on-site,improves first-call fix rates, and provides call logs, reporting,and a virtual library of how-to guides. Data collection for both tools consists of page counts,device configuration,and device status,gathered via SNMP and ICMP. No standalone workstation is required,and monitoring runs discreetly in the background for end-users. 1536 E Warner Ave,Santa Ana,CA 92705 Phone;(714)689-1700 I info@c3tech.com I www.c3tech.com Consumables • Consumable supplies(parts and toner)are delivered within 24 business hours of order, regardless of location. • No additional costs are allowed for consumables(parts or toner). • Toner levels are monitored in real time for automatic replenishment. • Technicians maintain an inventory of toner in their service vehicles for emergency orders. Support & How to Place a Service Call Telephone support is available to staff at no additional charge for as long as C3 Tech maintains the equipment. Service requests can be placed three ways: My C3 Portal A customized online portal with tiered permissions.Users can specify location and machine(make/model auto- populates),enable fleet-wide visibility for power users,and manage vendors and toner tracking in one place. Email Service tickets can be submitted anytime to service@c3tech.com. Phone Calls are answered by a live person at(714)689-1700;no automated menus or overseas transfers. When placing a request,staff should have ready: name and department,the machine's location,the machine ID from the C3 Asset Tag,and a description of the issue(including whether the device is fully down or still functional). Service Call Process Once a request is received,C3's CSRs dispatch it to the nearest technician,who receives the work order on their smartphone and is required to call within an hour with an ETA,Technicians arrive on-site within 4 business hours; requests received after hours are addressed first thing the next business day. End-users receive real-time email notifications at each stage of the process: • Ticket created • Technician dispatched • Technician arrived • Service call completed and closed • Customer satisfaction survey sent Calls not resolved on the first visit escalate automatically: parts are pulled from the Santa Ana warehouse,and any call still open after 48 hours escalates to the Service Supervisor and, if needed,the Service Manager for further support or a loaner deployment. 1536 E Warner Ave,Santa Ana,CA 92705 Phone:(714)689-1700 1 info@c3tech.com I www.c3tech.com Network& IT Integration All devices integrate as trusted endpoints on the network,with built-in controls over information access, transmission,and tracking to help facilitate compliance with HIPAA,GL13,and S®C mandates. Every copier includes: • Automatic 256-bit encryption • Up to 7-times overwrite • End-of-lease hard drive erase • C3 configures equipment for the appropriate network or PC environment based on network discovery and IT department recommendations. • C3 works with IT staff on server setup/configuration and workstation printer setup/configuration. • C3 generates server and workstation printer test pages. • C3 coordinates with IT to confirm security wipe of existing hard drives is completed before disposal. • Encryption scanning and secure print release are built in for releasing sensitive jobs at the device. Device Replacement&Additions • C3 Tech recommends replacement of existing devices using industry best practices for end-of-life or total usage measurements. • All new devices are placed on a cast-per-print(CPP)plan covering toner,staples,consumables,repairs,parts, maintenance,device management software,customer-accessible reporting,a dedicated printer technician, and a dedicated MPS Account Manager. • All devices must be new,current model-year equipment;no recertified or refurbished devices are accepted. • Delivery and deployment require advance approval and coordination with IT/Purchasing. Billing • C3 Tech provides one consolidated bill per month. • Billing is itemized by site and/or department,with individual totals showing all usage for that month. 1536 E warner Ave,Santa Ana,CA 92705 Phone;(714)689-1700 1 info@c3tech.corn I www.c3tech.com EXHIBIT B COST RATE SCHEDULE COST RATE SCHEDULE I City of Santa Ana I C3 Office Solutions LLC dba C3 Tech i COST RATE SCHEDULE Managed Print Services - City of Santa Ana Prepared for: City of Santa Reference Contract: County of Orange RCA-017- Ana 23010022 COPIER1. RATES The following rates apply to all copiers under the new agreement. County of Orange RCA rates are used where they are lower than the City's current rates. Where current Santa Ana rates are more favorable, those are retained. Black&White--Per Image Rate County FICA 0.00297 0.00297 0.00318 0.00343 0.00378 0.00416 0.00457 0.00503 0.00553 0.00600 Rate City`s 0,00600 0.00600 0.00600 0.06600 0.00600 0.00600 0.00600 0.00600 0.00600 0.00600 Current Rate J Rate 0.00297 . 0.00297 0.00318 0.00343 0.00378 0.00416 0.00457 0.00503 .0.00553 0.00600 Applied Savings vs. 51% 51% . 47% 43% 37% 31% 24% 16% 8% 0% Current Color-Per Image Rate County RCA Rate 0,0347 0.0347 0.0371 0.0400 0.0400 0.0400 0.0400 0.0400 0.0400 0.0400 City's Current Rate 0.0400 0.0400 0.0400 0.0400 0.0400 0.0400 0.0400 0.0400 0.0400 0.0400 J Rate Applied 0.0347 0.0347 0:0371 0.0400 0.0400 0.0400 . 0.0400 0.0400 0.0460 0.0400 Savings vs.Current 13% 13% 7% 0% 0% 0% 0% 0% 0% 0% 2. PRINTER . RATES RETAINED AS-IS Current City of Santa Ana printer rates are more favorable than the County RCA rates. These rates are retained unchanged under the new agreement. Confidential I C3 Tech I davist@c3toch.com 1 (949)316-0001 COST RATE SCHEDULE City of Santa Ana I C3 Office Solutions LLC dba C3 Tech � Device Type B&W Per Image Color . • Printers (Standard) $0.01419 $0.06545 Printers (OEM) $0.03850 $0.16500 DEVICE3-� RATE SUMMARY ALL revice Type. B&W Per Image Color Copiers (Yrs 1-2) $0.00297 $0,03470 County OC RCA (lower) Copiers (Yr 3) $0.00318 $0,03710 County OC RCA (lower) Copiers (Yr 4) $0,00343 $0.04000 RCA/City rate equal Copiers (Yrs.5--10) See Table $0.04000 RCA escalation/City Section 1 cap Printers (Standard) $0.01419 $0.06545 City rate retained Printers (OEM) $0.03850 $0.16500 City rate retained Rate Application Rule For each device type and each contract year, the rate applied shall be the lower of- (a)the County of Orange RCA-017-23010022 rate, or(b)the City of Santa Ana's existing contracted rate in effect at the time of agreement execution. City rates are never increased as a result of this agreement. 4. HARDWARE PRICING Hardware pricing for all equipment orders placed under this agreement is governed by the County of Orange Regional Cooperative Agreement RCA-017-23010022. Pricing for each order shall be determined by reference to the then-current C3 Tech manufacturer price book at the time of order, with the applicable County RCA discount applied. The County RCA discount results in approximately 52% savings compared to NASPO agreement pricing on the initial order. Future orders may vary based on the current price book at time of purchase, but the RCA discount percentage shall remain in effect for the duration of this agreement. All hardware quotes provided to the City will reference the applicable price book ensuring full pricing transparency on every order. Confidential I C3 Tech [ davist@c3tech.00m 1 (949)316-0001 EXHIBIT C INSURANCE REQUIREMENTS Provider shall procure and maintain for the duration of the agreement, the following insurance coverages: MINIMUM SCOPE AND LIMIT OF INSURANCE Provider shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: • 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 $2,000,000 per occurrence and$4,000,000 aggregate. • Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with combined single limits of $1,000,000. In the event Provider does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance,provided that such policy is endorsed for business use and provides coverage with a minimum limit of$1,000,000. Required policy limits can be met with primary and umbrella/excess insurance policies. • Workers' Compensation (WC): 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, per employee, per policy for bodily injury or disease. This requirement can be waived if Provider has no employees. Provider attests that its workers' compensation coverage extends to all persons who will be working with the City under the agreed scope of services. • Professional Liability (PL): with limits no less than$1,000,000 per occurrence or claim, and$2,000,000 aggregate. If Provider maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain,the following provisions: 1. CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees,agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Provider including materials,parts, equipment,and personnel furnished in connection with such work or operations. 2. CGL, AL, and WC policies: Insurance company(ies) agrees to waive all rights of subrogation against City,its City Council,its officers,officials,employees,agents,and volunteers for losses paid under the terms of any policy which arise from work performed by Provider for City. 3. All required insurance policies: For any claims related to this contract, Provider's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. All required insurance policies. A severability of interest provision must apply for all the additional insureds, ensuring that Provider's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty(30) days prior written notice has been given to City.Ten(10)days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Information Technology Department, 20 Civic Center Plaza, M-42, Santa Ana,CA 92701.The name and location of the project or event should be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. City may require Provider 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. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M.Best rating of no less than AXII,unless otherwise acceptable to City. Verification of Coverage Provider shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Provider's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Claims Made Policies If any of the required policies provide coverage on a claims-made basis: 1. The retroactive date must be shown and must be before the date of the contract or the beginning of work. 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3)years after completion of work. 3. 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, Provider must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Subcontractors Provider shall require and verify that all sub-contractors maintain insurance meeting all the requirements stated herein, and Provider shall ensure that City is an additional insured on insurance required from sub-contractors. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk,prior experience, insurer, coverage, or other special circumstances. FC3 Office Solutions LLC - Managed Pant Services (w Exhibits and CAO Signed)(2020)(22 00522.4) 004) Final Audit Report 2026-07-20 Created: 2026-07-20 By: Lizbeth Gonzalez(Igonzalez5@santa-ana.or9g) Status: Signed Transaction 1D: CBJCHBCAABAAwMQ 02Uzigp3GjVDGPwm4H6wemcDt112z "C3 Office Solutions LLC - Managed Print Services (w Exhibits a nd CAO signed)(2026)(2206522.4) (004)" History Document created by Lizbeth Gonzalez(Igonzalez5@santa-ana.org) 2026-07-20-4:02:32 PM GMT 04 Document emailed to Jack Culla ociulla@santa-ana.org)for signature 2026-07-20-4:02:39 PM GMT ` Email viewed by Jack Giulia aciulla@sante-ane.org) 2026-07-20-4:03:37 PM GMT tdfp Document e-signed by Jack Ciulla Uciulla@santa-ana.org) Signature Date:202M7-20-4:05:11 PM GMT-Time Source:server-Signature Appearance Selected:IMAGE 40 Agreement completed. 2026-07-20-4:05:11 PM GMT Adobe Acrobat Sign DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 REGIONAL COOPERATIVE AGREEMENT(RCA) CONTRACT RCA-017-23010022 FOR DIGITAL MULTIFUNCTIONAL COPIERS,PRINTERS,SOFTWARE,RELATED ACCESSORIES AND SERVICES WITH C3 OFFICE SOLUTIONS LLC DBA C3 TECH This Contract RCA-017-23010022 for Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services,hereinafter referred to as"Contract"is made and entered into as of the date fully executed by and between the County of Orange,a political subdivision of the State of California on behalf of County Executive Office,CEO hereinafter referred to as"County"and C3 Office Solutions LLC dba C3 Tech,hereinafter referred to as"Contractor",with County and Contractor sometimes individually referred to as"Party",or collectively referred to as"Parties". ATTACHMENTS This Contract is comprised of this document and the following Attachments, which are attached hereto and incorporated by reference into this Contract: Attachment A—Scope of Work Attachment B--Payment and Compensation Attachment C—Staffing Plan Attachment D-Hardware Catalog and Hardware Pricing Attachment E—Business Associate Terms and Conditions Attachment F—Certification for Data Removal - Attachment G—Migration/Transition Plan Exhibit 1 —Equipment Lease Agreements RECITALS WHEREAS, County solicited via a Request for Proposal ('RFP") for Digital Multifunctional Copiers,Printers, Software,Related Accessories and Services as set forth herein; and WHEREAS, Contractor responded and represented that it is qualified to provide Digital _. Multifunctional Copiers,Printers, Software,Related Accessories and Services to the County as further set forth in the Scope of Work, attached hereto as Attachment A; and WHEREAS, County agrees to pay Contractor based on the schedule of fees set forth in Payment and Compensation,attached hereto as Attachment B; and NOW,THEREFORE,the Parties mutually agree as follows: ARTICLES General Terms and Conditions: A. Governing Law and Venue: This Contract has been negotiated and executed in the state of California and shall be governed by and construed under the laws of the state of California. In the event of any legal action to enforce or interpret this Contract,the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County,California,and the parties hereto agree County of Orange RCA-01 7-23 01 002 2 Page I of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Sofbvare,Related Accessories and Services DocuSign Envelope ID:D4DA9D0E-523A-4103-l3F26-70DA1 OAOE2F8 to and do hereby submit to the jurisdiction of such court,notwithstanding Code of Civil Procedure Section 394. Furthermore,the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county. B. Entire Contract: This Contract contains the entire Contract between the parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions,alternatives,substitutes or revisions are valid or binding on County unless authorized by County in writing. Electronic acceptance of any additional terms,conditions or supplemental Contracts by any County employee or agent,including but not limited to installers of software,shall not be valid or binding on County unless accepted in writing by County's Purchasing Agent or designee. C. Amendments: No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the parties; no oral understanding or agreement not incorporated herein shall be binding on either of the parties; and no exceptions, alternatives, substitutes, or revisions are valid or binding on County unless authorized by County in writing. D. Taxes: Unless otherwise provided herein or by law,price quoted does not include California state sales or use tax. Out-of-state Contractors shall indicate California Board of Equalization permit number and sales permit number on invoices,if California sales tax is added and collectable. If no permit numbers are shown,sales tax will be deducted from payment.. The Auditor-Controller will then pay use tax directly to the State of California in lieu of payment of sales tax to Contractor. E. Delivery: Time of delivery of commodities and services is of the essence in this Contract. County reserves the right to .refuse any commodities and services and to cancel all or any part of the commodities not conforming to applicable specifications, drawings, samples or descriptions or services that do not conform to the prescribed scope of work. Acceptance of any part of the order for commodities shall not bind County to accept future shipments nor deprive it of the right to return commodities already accepted at Contractor's expense. Over shipments and under shipments of commodities shall be only as agreed to in writing by County. Delivery shall not be deemed to be complete until all commodities or services have actually been received and accepted in writing by County. F. Acceptance Payment: Unless otherwise agreed to in writing by County, 1)acceptance shall not be deemed complete unless in writing and until all the commodities/services have actually been received,inspected,and tested to the satisfaction of County,and 2)payment shall be made in arrears after satisfactory acceptance. G. Warranty: Contractor expressly warrants that the commodities covered by this Contract are 1) free of liens or encumbrances,2)merchantable and good for the ordinary purposes for which they are used,and 3)fit for the particular purpose for which they are intended. Acceptance of this order shall constitute an agreement upon Contractor's part to indemnify,defend and hold County and its indemnities as identified in paragraph "Z" below, and as more fully described in paragraph"Z," harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by County by reason of the failure of the commodities/services to conform to such warranties, faulty work performance, negligent or unlawful acts, and non-compliance with any applicable state or federal codes,ordinances,orders,or statutes,including the Occupational Safety and Health Act(OSHA)and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law. H. Patent/Copyright Materials/Proprietary Infringement: Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right,or trade secret right of any third party. Contractor agrees that,in accordance with County of Orange RCA-017-23010022 Page 2 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech Fide No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope Ib:D4DA9C]0E-523A-4103-BF26-70DAIOAOE2F8 the more specific requirement contained in paragraph "Z" below, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not including attorney's fees. I. Assignment: The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned by Contractor without the express written consent of County. Any attempt by Contractor to assign the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract, J. Non-Discrimination: In the performance of this Contract, Contractor agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race,religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this provision shall.subject Contractor to penalties pursuant to Section 1741 of the California Labor Code. K. Termination: In addition to any other remedies or rights it may have by law,County has the right to immediately terminate this Contract without penalty for cause or after 30 days' written notice without cause, unless otherwise specified. Cause shall be defined as any material breach of contract, any misrepresentation or fraud on the part of Contractor. Exercise by County of its right to terminate Contract shall relieve County of all further obligation. L. Consent to Breach Not Waiver: No term or provision of this Contract shall be deemed waived, and no breach excused,unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any parry to, or waiver of,a breach by the other,whether express or implied,shall not constitute consent to,waiver of,or excuse for any other different or subsequent breach. M. Remedies Not Exclusive: The remedies for breach set forth in this Contract are cumulative as to one another and as to any other provided by law,rather than exclusive;and the expression of certain remedies in this Contract does not preclude resort by either party to any other remedies provided by law. N. Independent Contractor: Contractor shall be considered an independent contractor and neither Contractor,its employees.,nor anyone working under Contractor shall be considered an agent or an employee of County. Neither Contractor,its employees nor anyone working under Contractor shall - qualify for workers' compensation or other fringe benefits of any kind through County. O. Performance Warranty: Contractor shall warrant all work under this Contract,taking necessary steps and precautions to perform the work to County's satisfaction. Contractor shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other commodities/services furnished by Contractor under this Contract. Contractor shall perform all work diligently, carefully, and in a good and workmanlike manner; shall furnish all necessary labor,supervision,machinery,equipment,materials,and supplies, shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of County required in its governmental capacity, in connection with performance of the work.If permitted to subcontract,Contractor shall be fully responsible for all work performed by subcontractors. P. Insurance: Prior to the provision of services under this contract,Contractor agrees to purchase all required insurance at Contractor's expense, including all endorsements required herein.,necessary to satisfy County that the insurance provisions of this contract have been complied with. Contractor County of Orange RCA-01 7-23 01 0 0 22 Page 3 of 87 County Procurement Office C3 Office Solutions LLC,d8a C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A4103-BF26-70DA10AOE2F8 agrees to keep such insurance coverage, Certificates of Insurance, and endorsements on deposit with County during the entire term of this contract. In addition,all subcontractors performing work on behalf of Contractor pursuant to this contract shall obtain insurance subject to the same terms and conditions as set forth herein for Contractor. Contractor shall ensure that all subcontractors performing work on behalf of Contractor pursuant to this contract shall be covered under Contractor's insurance as an Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for Contractor. Contractor shall not allow subcontractors to work if subcontractors have less than the level of coverage required by County from Contractor under this contract. It is the obligation of Contractor to provide notice of the insurance requirements to every subcontractor,and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be maintained by Contractor through the entirety of this contract for inspection by County representative(s) at any reasonable time. All self-insured retentions(SIRS)shall be clearly stated on the Certificate of Insurance. Any self- insured retention (SIR) in an amount in excess of Fifty Thousand Dollars ($50,000) shall specifically be approved by County's Risk Manager, or designee, upon review of Contractor's current audited financial report. If Contractor's SIR is approved, Contractor, in addition to, and without limitation of, any other indemnity provision(s) in this Contract, agrees to all of the following: 1. In addition to the duty to indemnify and hold County harmless against any and all liability, claim,demand or suit resulting from Contractor's, its agents,employee's or subcontractor's performance of this Contract, Contractor shall defend County at its sole cost and expense with counsel approved by Beard of Supervisors against same;and 2. Contractor's duty to defend, as stated above, shall be absolute and irrespective of any duty to indemnify or hold harmless;and 3. The provisions of California Civil Code Section 2860 shall apply to any and all actions to which the duty to defend stated above applies, and Contractor's SIR provision shall be interpreted as though Contractor was an insurer and County was the insured. If Contractor fails to maintain insurance acceptable to County for the full term of this contract, County may terminate this contract. Oualified Insurer The policy or policies of insurance must be issued by an insurer with a minimum rating of A- (Secure A.M. Best's Rating)and VIII(Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com). It is preferred,but not mandatory,that the insurer be licensed to do business in the State of California (California Admitted Carrier). If the insurance carrier does not have an A.M. Best Rating of A-/VIII, the CEO/Office of Risk Management retains the right to approve or reject a carrier after a review of the company's performance and financial ratings. The policy or policies of insurance maintained by Contractor shall provide the minimum limits and coverage as set forth below: Coverage Minimum Limits Commercial General Liability $1,000,000 per occurrence $2,000,000 aggregate County of Orange RCA-017=23010022 Page 4 of 87 County Procurement Office C3 Office Solutions LLC,dha C3 Tech File No.:2337101 Digital Multifunetional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:EC53D77D-1303-4A34-B334-A62FO1305BAE Automobile Liability including coverage for $1,000,000 combined single limit per owned,non-owned and hired vehicles occurrence Workers' Compensation Statutory Employers Liability Insurance $1,000,000 per occurrence Required Coveraee Forms The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad. The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 00 12, CA 00 20,or a substitute form providing liability coverage as broad. Required Endorsements The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance: 1. An Additional Insured endorsement using ISO form CG 20 26 04 13 or a form at least as broad naming County of Orange, its elected and,appointed officials, officers, employees and agents as Additional Insureds, or provide blanket coverage, which will state As Required By Written Contract. 2. A primary non-contributing endorsement using ISO Form CG 20 01 04 13, or a form at I east as broad evidencing that Contractor's insurance is primary,and any insurance or self- insurance maintained by County of Orange shall be excess and non-contributing. The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against County of Orange, its elected and appointed officials, officers, employees, and agents, or provide blanket coverage, which will state As Required By Written Contract, All insurance policies required by this contract shall waive all rights of subrogation against County of Orange, its elected and appointed officials,officers, employees, and agents when acting within the scope of their appointment or employment. Contractor shall notify County in writing within thirty(30)days of any policy cancellation and ten (10) days for non-payment of premium and provide a copy of the cancellation notice to County. Failure to provide written notice of cancellation may constitute a material breach of Contract,upon which County may suspend or terminate this contract. If Contractor's Professional Liability is a"Claims-Made"policy,Contractor shall agree to maintain coverage for two(2)years following the completion of the Contract. The Commercial General Liability policy shall contain a severability of interests clause,also known as a"separation of insureds"clause(standard in the ISO CG 001 policy). Insurance certificates should be forwarded to the agency/department address listed on the solicitation. County of Orange RCA-01 7-23 01 602 2 Page 5 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Multi;functional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 If Contractor fails to provide the insurance certificates and endorsements within seven(7)days of notification by CEO/Purchasing or the agency/department purchasing division,award may be made to the next qualified vendor. County expressly retains the right to require Contractor to increase or decrease insurance of any of the above insurance types throughout the term of this contract. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect County. County shall notify Contractor in writing of changes in the insurance requirements. if Contractor does not deposit copies of acceptable Certificates of Insurance and endorsements with County incorporating such changes within thirty(30) days of receipt of such notice,this contract may be in breach without further notice to Contractor,and County shall be entitled to all legal remedies. The procuring of such required policy or policies of insurance shall not be construed to limit Contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of this contract,nor act in any way to reduce the policy coverage and limits available from the insurer. Q. Bills and Liens: Contractor shall pay promptly all indebtedness for labor, materials, and equipment used in performance of the work. Contractor shall not permit any lien or charge to attach to the work or the premises,but if any does so attach,Contractor khall promptly procure its release and,in accordance with the requirements of paragraph"HH"below,indemnify,defend, and hold County harmless and be responsible for payment of all costs, damages, penalties and expenses related to or arising from or related thereto. R. Changes: Contractor shall make no changes in the work or perform any additional work without County's specific written approval. S. Change of Ownership/Name,Litigation Status, Conflicts with County Interests: Contractor agrees that if there is a change or transfer in ownership of Contractor's business prior to completion of this Contract,and County agrees to an assignment of Contract,the new owners shall be required under the terms of sale or other instruments of transfer to assume Contractor's duties and obligations contained in this Contract and complete them to the satisfaction of County. County reserves the right to immediately terminate Contract in the event County determines that the assignee is not qualified or is otherwise unacceptable to County for the provision of services under Contract. In addition,Contractor has the duty to notify County in writing of any change in Contractor's status with respect to name changes that do not require an assignment of Contract. Contractor is also obligated to notify County in writing if Contractor becomes a party to any litigation against County, or a party to litigation that may reasonably affect Contractor's performance under Contract,as well as any potential conflicts of interest between Contractor and County that may arise prior to or during the period of Contract performance.While Contractor will be required to provide this information without prompting from County any time there is a change in Contractor's name,conflict of interest or litigation status, Contractor must also provide an update to County of its status in these areas whenever requested by County. Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with County interests. In addition to Contractor,this obligation shall apply to Contractor's employees,agents, and subcontractors associated with the provision of goods and services provided under this Contract. Contractor's efforts shall include, but not be limited to establishing rules and procedures preventing its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans, or other considerations which County of Orange RCA-0.17-23010022 Page 6 of 87 County Procurement Office C3 O,ffce Solutions LLC,dba C3 Tech Fide No..2337101 DigUal Multifunctional Copiers,Printers,Sofrivare,Related Accessories and Services DocuSign Envelope ID:D4DASDOE-523A-4103-BF26-70DA10AOE2F8 could be deemed to influence or appear to influence County staff or elected officers in the performance of their duties. T. Force Majeure: Contractor shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Contract caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control, provided Contractor gives written notice of the cause of the delay to County within 36 hours of the start of the delay and Contractor avails himself of any available remedies. U. Confldentiality: Contractor agrees to maintain the confidentiality of all County and County- related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Contractor and Contractor's staff,agents,and employees. V. Compliance with Laws: Contractor represents and warrants that services to be provided under this Contract shall fully comply, at Contractor's expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively "laws'), including, but not limited to those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Contractor acknowledges that County is relying on Contractor to ensure such compliance, and pursuant to the requirements of paragraph "Z" below, Contractor agrees that it shall defend, indemnify and hold County and County INDEMNITEES harmless from all liability, damages, costs and expenses arising from or related to a violation of such laws. W. Freight: Prior to County's express acceptance of delivery of products. Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. X. Severability: If any term, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid,void,or unenforceable,the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected,impaired or invalidated thereby. Y. Calendar Days: Any reference to the word "day" or "days" herein shall mean calendar day or calendar days,respectively,unless otherwise expressly provided. Z. Attorney Fees: In any action or proceeding to enforce or interpret any provision of this Contract, each party shall bear their own attorney's fees, costs and expenses. AA. Interpretation: This Contract has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with in this Contract. In addition,each party had been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that they have not been influenced to any extent whatsoever in executing this Contract by any other party hereto or by any person representing them,or both. Accordingly,any rule or law(including California Civil Code Section 1654)or legal decision that would require interpretation of any ambiguities in this Contract against the party that has drafted it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable manner to effect the purpose of the parties and this Contract. BB. Authority: The Parties to this Contract represent and warrant that this Contract has been duly authorized and executed and constitutes the legally binding obligation of their respective organization or entity,enforceable in accordance with its terms. County of Orange RCA-01 7-2301 0 022 Page 7 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4903-SF26-70DA10AOE2F8 CC, Employee Eligibility Verification: Contractor warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Contract meet the citizenship or alien status requirement set forth in Federal statutes and regulations. Contractor shall obtain, from all employees performing work hereunder,all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including,but not limited to, the Immigration Reform and Control Act of 1986,8 U.S.C. §1324 et seq.,as they currently exist and as they may be hereafter amended. Contractor shall retain all such documentation for all covered employees for the period prescribed by the law. Contractor shall indemnify, defend with counsel approved in writing by County, and hold harmless, County, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against Contractor or County or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract. DD. Indemnification: Contractor agrees to indemnify, defend with counsel approved in writing by County,and hold County,its elected and appointed officials,officers,employees,agents and those special districts and agencies which County's Board.of Supervisors acts as.the governing Board ("County Indemnitees") harmless from any claims, demands or liability of any bind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by Contractor pursuant to this Contract. If judgment is entered against Contractor and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Contractor and County agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment. EE. Audits/Inspections: Contractor agrees to permit County's Auditor-Controller or the Auditor- Controller's authorized representative (including auditors from a private auditing firm hired by County)access during normal working hours to all books,accounts,records,reports,files,financial records,supporting documentation,including payroll and accounts payable/receivable records,and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of Contract including,but not limited to,the costs of administering Contract. County will provide reasonable notice of such an audit or inspection. County reserves the right to audit and verify Contractor's records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further,Contractor agrees to include a similar right to County to audit records and interview staff of any subcontractor related to performance of this Contract. Should Contractor cease to exist as a legal entity, Contractor's records pertaining to this Contract shall be forwarded to County's project manager. FF. Contingency of Funds: Contractor acknowledges that funding or portions of funding for this Contract may be contingent upon state budget approval;receipt of funds from,and/or obligation of funds by, the state of California to County; and inclusion of sufficient funding for the services hereunder in the budget approved by County's Board of Supervisors for each fiscal year covered by this Contract. If such approval,funding or appropriations are not forthcoming,or are otherwise limited,County may immediately terminate or modify this Contract without penalty. GG. Fiscal Appropriations: This contract is subject to and contingent upon applicable budgetary appropriations being approved by the County of Orange Board of Supervisors for each fiscal year during the term of this contract. If such appropriations are not approved, the contract will be County of Orange RCA-017-23010022 .rage 8 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No..2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 terminated without penalty to the County. HH. Expenditure Limit: Contractor shall notify County of Orange assigned Deputy Purchasing Agent in writing when the expenditures against Contract reach 75 percent of the dollar limit on Contract. County will not be responsible for any expenditure overruns and will not pay for work exceeding the dollar limit on Contract unless a change order to cover those costs has been issued. Additional Terms and Conditions: 1. Scope of Contract: This Contract specifies Contractual terms and conditions by which County will procure Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services from Contractor as further detailed in the Scope of Work,identified and incorporated herein by this reference as"Attachment A". 2. Term of Contract: This Contract shall commence upon execution of all necessary signatures,and continue for five(5)years,unless otherwise terminated by County. 3. Regional Cooperative Agreement: Regional Cooperative Agreements (RCA) awarded by the County of Orange are intended to be used as cooperative agreements against which individual subordinate contracts may be executed by participating County departments and non-County public entities during the effective dates outlined herein. The provisions and pricing of this Contract will be extended to any Municipal, County, Public Utility, Hospital, Educational Institution, or any other non-profit or governmental organization. Governmental entities wishing to use this contract will be responsible for issuing their own purchase documents I price agreements,providing for their own acceptance, and making any subsequent payments. Contractor shall be required to include in any Contract entered into with another agency or entity that is entered into as an extension of this Contract a Contract clause that will hold harmless the County of Orange from all claims,demands, actions or causes of actions of every kind resulting directly or indirectly, arising out of, or in any way connected with the use of this Contract.Failure to do so will be considered a material breach of this Contract and grounds for immediate Contract termination. The cooperative entities are responsible for obtaining all certificates of insurance and bonds required. The County of Orange makes no guarantee of usage by other users of this Contract. A 2 percent rebate on Eligible Revenues will be paid to the County for any contracts the Contractor agrees to enter into with other entities under the provisions and pricing of this Contract. The Contractor shall provide quarterly Volume Sales Reports to the County about additional sales to other entities under the provisions and pricing of this Contract. The Reports shall include the ordering agency, detail of items sold including description, quantity, and price, and shall include all transactions pertaining to sales under the Contract provisions and pricing for that Reporting Period. Contractor shall provide the Volume Sales Reports regardless of whether or not any sales have been conducted. Failure of the Contractor to provide quarterly reports as required, may be deemed breach of the contract. A late penalty of 15 percent on the value of the rebate may be assessed to the Contractor for each month the payments are not received. 4. Adjustments—Scope of Service: No adjustments made to the scope of service will be authorized without prior written approval of the County assigned Deputy Purchasing Agent. 5. Authorization Warranty: The contractor represents and warrants that the person executing this contract on behalf of and for the contractor is an authorized agent who has actual authority to bind the contractor to each and every term, condition and obligation of this agreement and that all requirements of the contractor have been fulfilled to provide such actual authority. 6. Breach of Contract: The failure of Contractor to comply with any of the provisions,covenants or conditions of this Contract shall be a material breach of this Contract. In such event County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract: County of Orange RCA-01 7-23 01 002 2 Page 9 of 87 County.Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:23371Of Digital Multifunctional Copiers,Printers,Software,Related .Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 a. Terminate Contract immediately,pursuant to Section K herein; b. Afford Contractor written notice of the breach and ten (10) calendar days or such shorter time that may be specified in this Contract within which to cure the breach; C. Discontinue payment to the Contactor for and during the period in which Contractor is in breach;and d. Offset against any monies billed by Contractor but yet unpaid by County those monies disallowed pursuant to the above. 7. CAL-OSHA Vehicle Regulation: All vehicles must meet California Motor Vehicle and Cal- OSHA regulations and all other applicable codes required for vehicle use on the roads or highways in the state of California. 8. Contractor—Change in Ownership: The contractor agrees that if there is a change in ownership prior to completion of this contract,the new owner will be required,under terms of sale,to assume this contract and complete it to the satisfaction of the County. 9. Civil Rights: Contractor attests that services provided shall be in accordance with the provisions of Title VI and Title V1I of the Civil Rights Act of 1964, as amended, Section 504 of the Rehabilitation Act of 1973,as amended;the Age Discrimination Act of 1975 as amended; Title II of the Americans with Disabilities Act of 1990, and other applicable State and federal laws and regulations prohibiting discrimination on the basis of race, color, national origin, ethnic group identification,age,religion,marital status,sex or disability. 10. Conflict of Interest — Contractor's Personnel: Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of County. This obligation shall apply to Contractor; Contractor's employees, agents, and subcontractors associated with accomplishing work and services hereunder. Contractor's efforts shall include, but not be limited to establishing precautions to prevent its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers from acting in the best interests of County. 11. Conflict of Interest—County Personnel:County of Orange Board of Supervisors policy prohibits its employees from engaging in activities involving a conflict of interest. Contractor shall not, during the period of this Contract,employ any County employee for any purpose. 12. Contractor's Project Manager and Key Personnel: Contractor shall appoint a Project Manager to direct Contractor's efforts in fulfilling Contractor's obligations under this Contract. This Project Manager shall be subject to approval by County and shall not be changed without the written consent of County's Project Manager,which consent shall not be unreasonably withheld. Contractor's Project Manager shall be assigned to this project for the duration of Contract and shall diligently pursue all work and services to meet the project time lines. County's Project Manager shall have the right to require the removal and replacement of Contractor's Project Manager from providing services to County under this Contract. County's Project manager shall notify Contractor in writing of such action. Contractor shall accomplish the removal within five (5) business days after written notice by County's Project Manager. County's Project Manager shall review and approve the appointment of the replacement for Contractor's Project Manager. County is not required to provide any additional information, reason or rationale in the event it requires the removal of Contractor's Project Manager from providing further services under Contract. 13. Contractor Personnel — Reference Checks: Contractor warrants that all persons employed to provide service under this Contract have satisfactory past work records indicating their ability to adequately perform the work under this Contract. Contractor's employees assigned to this project must meet character standards as demonstrated by background investigation and reference checks, coordinated by the agency/department issuing this Contract. 14. Contractor's Power and Authority: The Contractor warrants that it has the full power and authority to grant the rights herein granted and will hold the County hereunder harmless from and County of Orange RCA-017 23010022 Page 10 of 87 County Procurement Office C3 OJ)Tce Solutions LLC,dba C3 Tech File No.:2337161 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DAt0AOE2F8 against any loss,cost, liability and expense, including reasonable attorney fees, arising out of any breach of this warranty. Further,the Contractor avers that it will not enter into any arrangement with any third party which might abridge any rights of the County under this Contract. 15. Contractor's Records: The Contractor shall keep true and accurate accounts,records,books and data which shall correctly reflect the business transacted by the Contractor in accordance with generally accepted accounting principles. These records shall be stored in Orange County for a period of seven years after final payment is received from the County. Storage of records in another county will require written approval from the County of Orange assigned DPA. 16. Contractor Personnel -- UniformBadges/Identification: Contractor warrants that all persons employed to provide service under this Contract have satisfactory past work records indicating their ability to accept the kind of responsibility under this Contract. All Contractor's employees shall be required to wear uniforms, badges, or other means of identification which are to be furnished by Contractor and must be work at all times while working on County property. The assigned Deputy Purchasing Agent must be notified in writing,within seven (7) days of notification of award of Contract of the uniform and/or badges and/or other identification to be worn by employees prior to beginning work and notified in writing seven(7) days prior to any changes in this procedure. 17. Conflict with Existing Law: The Contractor and the County agree that if any provision of this Contract is found to be illegal or unenforceable, such term or provision shall be deemed stricken and the remainder of the Contract shall remain in fall force and effect. Either Party having knowledge of such term or provisions shall promptly inform the other of the presumed non- applicability of such provision. Should the offending provision go to the heart of the Contract,the Contract shall be terminated in a manner commensurate with interests of both Parties to the maximum extent reasonable. 18. Contingent Fees: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage,brokerage,or contingent fee,except bona fide employees of the Contractor or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty,the County shall have the right to terminate this Contract in accordance with the termination clause and at its sole discretion to deduct from the Contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage,or contingent fee from the Contractor. 19, Contractor Bankruptcy/Insolvency: If the Contractor should be adjudged bankrupt or should have a general assignment for the benefit of its creditors or if a receiver should be appointed on - account of the Contractor's insolvency,the County may terminate this Contract. 20. Contractor's Records: Contractor shall keep true and accurate accounts,records,books and data which shall correctly reflect the business transacted by Contractor in accordance with generally accepted accounting principles. These records shall be stored in Orange County for a period of three (3) years after final payment is received from County. Storage of records in another county will require written approval from County of Orange assigned Deputy Purchasing Agent. 21. Data—Title To: All materials,documents,data or information obtained from County data files or any County medium furnished to Contractor in the performance of this Contract will at all times remain the property of County. Such data or information may not be used or copied for direct or indirect use by Contractor after completion or termination of this Contract without the express written consent of County. All materials, documents, data or information, including copies, must be returned to County at the end of this Contract. 22. Debarment: Contractor warrants that neither Contractor nor its principles are presently debarred, proposed for debarment, declared ineligible or voluntarily excluded from participation in the County of Orange RCA-017 23010022 Page 11 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Muldfunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 transaction by any Federal department or agency._County has the right to terminate this Contract for cause pursuant to Paragraph K, Termination, if Contractor is or becomes the subject of any debarment or pending debarment,declared ineligible or voluntary exclusion from participation by any Federal department or agency. Debarment, pending debarment, declared ineligibility or voluntary exclusion from participation by any Federal department or agency may result in the bid/proposal being deemed non-responsible. 23. Default — Re-Procurement Casts: In case of Contract breach by Contractor, resulting in termination by County,County may procure the commodities and services from other sources. If the cost for those commodities and services is higher than under the terms of the existing Contract, Contractor will be responsible for paying County the difference between Contract cost and the price paid,and County may deduct this cost from any unpaid balance due Contractor. The price paid by County shall be the prevailing market price at the time such purchase is made. This is in addition to any other remedies available under this Contract and under law. 24. Delivery Location —No Loading Dock: Delivery locations may not have loading docks. The contractor is required to make all necessary arrangements for lift trucks or other means necessary to complete delivery. Inside delivery to secured facilities may be required. 25. Disputes—Contract: a. The parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by Contractor's Project Manager and County `s Project Manager,such matter shall be brought to the attention of County Deputy Purchasing Agent by way of the following process: i. Contractor shall submit to the agency/department assigned Deputy Purchasing Agent a written demand for a final decision regarding the disposition of any dispute between the parties arising under,related to, or involving this Contract, unless County, on its own initiative,has already rendered such a final decision. ii. Contractor's written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to Contract,Contractor shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith,that the supporting data are accurate and complete, and that the amount requested accurately reflects Contract adjustment for which Contractor believes County is liable- b. Pending the final resolution of any dispute arising under, related to, or involving this Contract, Contractor agrees to diligently proceed with the performance of this Contract, including the delivery of commodities and/or provision of services. Contractor's failure to diligently proceed shall be considered a material breach of this Contract. C. Any final decision of County shall be expressly identified as such, shall be in writing, and shall be signed by County Deputy Purchasing Agent or his designee. If County fails to render a decision within 90 days after receipt of Contractor's demand, it shall be deemed a final decision adverse to Contractor's contentions. Nothing in this section shall be construed as affecting County's right to terminate Contract for cause or termination for convenience as stated in section K herein. 26. Emergency/Declared Disaster Requirements: In the event of an emergency or if Orange County is declared a disaster area by the County, state or federal government, this Contract may be subjected to unusual usage. The Contractor shall service the County during such an emergency or declared disaster under the same terms and conditions that apply during non-emergency/disaster conditions. The pricing quoted by the Contractor shall apply to serving the County's needs regardless of the circumstances. If the Contractor is unable to supply the goods/services under the terms of the Contract,then the Contractor shall provide proof of such disruption and a copy of the invoice for the goods/services from the Contractor's supplier(s). Additional profit margin as a County of Orange RC4-017-230IO022 Page 12 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Mulhfunetional Copiers,Printers,Software,Related Accessories and Services Docu&gn Envelope ID:D4DA9D0E-523A-4103-BF26-701DA10A0E2F8 result of supplying goods/services during an emergency or a declared disaster shall not be permitted. In the event of an emergency or declared disaster, emergency purchase order numbers will be assigned. All applicable invoices from the Contractor shall show both the emergency purchase order number and the Contract number. 27. Equipment Maintenance Sex-vice: Cleaning, inspecting, replacing all worn parts, lubricating, testing, and adjusting will be provided as required to maintain the equipment in satisfactory operating condition. The contractor inspections will be completed during County work hours and will be coordinated with the agency/department having control of the equipment. Emergency service required and performed during normal business hours is included at no extra charge. 28. Equipment Maintenance Service — Parts; Contractor shall furnish and install all new parts, materials and lubricants which meet or exceed the original equipment manufacturer's specifications. Any parts other than those manufactured by the original equipment:manufacturer shall be approved by the County before being incorporated in the work performed by the contractor under this contact. The contractor shall maintain a reasonable supply of the parts needed under this contract and maintain a reasonable supply system for the acquisition of additional parts, either immediately or with minimal delay. 29. Firm Price Quotes: Prices quoted herein shall be firm for the first period of the Contract. 30. Errors and Omissions: All reports, files and other documents prepared and submitted by Contractor shall be complete and shall be carefully checked by the professional(s) identified by Contractor as Contractor Project Manager and key personnel attached hereto, prior to submission to the County. Contractor agrees that County review is discretionary, and Contractor shall not assume that the County will discover errors and/or omissions. If the County discovers any errors or omissions prior to approving Contractor's reports,files and other written documents,the reports, files or documents will be returned to Contractor for. correction. Should the County or others discover errors or omissions in the reports,fibs or other written documents submitted by Contractor after County approval thereof, County approval of Contractor's reports, files or documents shall not be used as a defense by Contractor in any action between the County and Contractor,and the reports, files or documents will be returned to Contractor for correction without payment of additional compensation. 31. Gratuities: The Contractor warrants that no gratuities, in the form of entertainment, gifts or otherwise,were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the County with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this warranty, the County shall have the right to terminate the Contract, either in whole or in part,and any loss or damage sustained by the County in procuring on the open market any services which the Contractor agreed to supply shall be borne and paid for by the Contractor. The rights and remedies of the County provided in the clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract. 32. interpretation of Contract: hi the event of a conflict or question involving the provisions of any part of this Contract, interpretation and clarification as necessary shall be determined by the County's assigned buyer. If disagreement exists between the Contractor and the County's assigned buyer in interpreting the provision(s), final interpretation and clarification shall be determined by the County's Purchasing Agent or his designee, 33. Limitations of Actions: No action,regardless of form,arising out of this Contract may be brought by either Party more than two (2)years after the cause of the action has arisen, or, in the case of nonpayment,more than two(2)years from the date of the last payment,except where either Party, within two(2)years after a cause of action has arisen,provides the other Party in writing a notice of a potential cause of action, disclosing all material facts then known by the notifying Party concerning such cause of action,then the notifying Party may bring an action based on the matter County of Orange RCA-01 7-23 01 0 022 Page 13 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech Pile No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 so disclosed at any time prior to the expiration of four(4)years from the time the cause of action arose. 34. Lobbying: On best information and belief,Contractor certifies no federal appropriated funds have been paid or will be paid by, or on behalf of, the Contractor to any person for influencing or attempting to influence an officer or employee of Congress; or an employee of a member of Congress in connection with the awarding of any federal contract, continuation, renewal, amendment,or modification of any federal contract,grant,loan,or cooperative agreement. 35. News/Information Release: Contractor agrees that it will not issue any news releases in connection with either the award of this Contract or any subsequent amendment of or effort under this Contract without first obtaining review and written approval of said news releases from County through County's Project Manager. 36. No Third-Party Beneficiaries: This Contract is an agreement by and between the Parties, and neither:(a)confers any rights upon any of the employees,agents,or contractors of either Party,or upon any other person or entity not a party hereto;or(b)precludes any actions or claims against, or rights of recovery from,any person or entity not a party hereto. 37. Notice of Claims: Contractor must give County immediate notice in writing of any legal action or suit filed related in any way to this Contract or which may affect the performance of work under this Contract,and prompt notice of any claim made against Contractor by any subcontractor,which may result in litigation related in any way to this Contract,or which may affect the performance of work under this Contract. 38. Notices: Any and all notices,requests demands,and other communications contemplated, called for,permitted, or required to be given hereunder shall be in writing with a copy provided to the assigned Deputy Purchasing Agent (DPA), except through the course of the parties' project managers' routine exchange of information and cooperation during the terms of the work and services. Any written communications shall be deemed to have been duly given upon actual in- person delivery,if delivery is by direct hand,or upon delivery on the actual day of receipt or no greater than four(4) calendar days after being mailed by US certified or registered mail, return receipt requested,postage prepaid,whichever occurs first. The date of mailing shall count as the first day. All communications shall be addressed to the appropriate party at the address stated herein or such other address as the parties hereto may designate by written notice from time to time in the manner aforesaid. Contractor: Company Name: C3 Office Solutions LLC,dba C3 Tech Address: 1536 E Warner St. Santa Ana,CA 92705 Attn: Davis Tran Telephone: 714-689-1700 Email: davist(a,,c3tech.com County: County Executive Office/County Procurement Office Address:400 W. Civic Center Drive,5th Fl Santa Ana,CA 92701 Attn: Kevin Work Telephone: 714-567-7312 Email:kevin.workl`a7ocgov.com 39. OEM Equipment Maintenance Standard: The contractor agrees to maintain all equipment according to the original equipment manufacturer(OEM) specifications. The contractor further agrees that all components will be OEM components. County of Orange RCA-OI7-23010022 Page 14 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech Fide No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA900E-523A-4103-BF26-700A10AOE2F8 40. Order Dates: Orders may be placed during the term of the contract even if delivery may not be made until after the term of the contract. Order dates take precedence over delivery dates. The contractor must clearly identify the order date on all invoices to County. 41. Ownership of Documents: The County has permanent ownership of all directly connected and derivative materials produced under this Contract by the Contractor. All documents,reports and other incidental or derivative work or materials furnished hereunder shall become and remains the sole property of the County and may be used by the County as it may require without additional cost to the County. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Contractor without the express written consent of the County. 42. Precedence: Contract documents consist of this Contract and its exhibits and attachments. In the event of a conflict between or among Contract documents, the order of precedence shall be the provisions of the main body of this Contract, i.e., those provisions set forth in the recitals and articles of this Contract,and then the exhibits and attachments. 43. Security--Youth Detention Facilities/Sheriffs Facilities: Background checks: All contractor personnel to be employed in performance of work under this contract shall be subject to background checks and clearance prior to working in a youth detention facility or a Sheriff's facility. The contractor shall prepare and submit an information form to the County's project manager for all persons who will be working or who will need access to the facility. These information forms shall be submitted at least five County working days prior to the start of work on the contract or prior to the use of any person subsequent to the contractor's start of work. These information forms will be provided by the County's project manager upon request and will be screened by the County's Probation Department and/or Sheriff's Department. These information forms shall be thorough, accurate, and complete. Omissions or false statements, regardless of the nature or magnitude,may be grounds for denying clearance. No person shall be employed under this contract who has not received prior clearance from the Probation and/or Sheriff's Department. Neither the County,the Probation Department,nor the Sheriff's Department need give a reason clearance is denied. Performance Requirements: All contractor's vehicles parked on site shall be locked and thoroughly secured at all times. All tools and materials shall remain in contractor's possession at all times and shall never be left unattended. All lost or misplaced tools or materials shall be reported immediately to the security staff or Control in youth detention facilities or to the escort or Control in the Sheriff's facilities. All materials, large or small, from removal operations or flew construction(especially those materials that could be used to inflict injury, such as nails, wire, wood, etc.) shall be continuously cleaned up as work progresses. All work areas shall be secured prior to the end of each work period. Workers shall have no contact, either verbal or physical, with inmates in the - facilities. Contractor's employees shall NOT: 1. Give names or addresses to inmates. 2. Receive any names or addresses from inmates (including materials to be passed to another individual or inmate). 3. Disclose the identity of any inmate to anyone outside the facility. 4. Give any materials to inmates; or 5. Receive any materials from inmates(including materials to be passed to another individual or inmate). Failure to comply with these requirements is a criminal act and can result in prosecution. Contractor's employees shall not smoke or use profanity or other inappropriate language while on site. Contractor's employees shall not enter the facility while under the influence of alcohol,drugs or other intoxicants and shall not have such materials in their possession. Contractor's employees County of Orange RCA-017-23010022 Page 15 of 87 County Procurement Office C3 Office Solutions MC,dba C3 Tech File No.:2337101 Digital Maltlfnnctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 shall plan their activities to minimize the number of times they must enter and exit a facility. They should transport all tools,equipment and materials needed for the day at the start of the work period and restrict all breaks to the absolute minimum. Contractor's personnel shall: 1. Comply with the written schedule provided by the County which shall clearly show the specific start and end times for each work day. 2. Arrive at the site no more than 15 minutes prior to the scheduled time or no more than 15 minutes after the scheduled time; and 3. Report to the control desk upon arrival at the job site. Control will ensure that the work area is clear and ready for work to begin. If a contractor's employee is delayed or cancellation is necessary,the designated on-site coordinator or the County's project manager should be contacted immediately. Repeat problems will be grounds for remedial action which may include contract termination. 44. Tax-Maintenance and Warranties: Section 1655 of the Sales and Use Tax Regulations of the Business Taxes Law Guide under "Optional Warranties Rule" states that sales tax shall not be charged on optional warranties and,therefore,the contractor is considered the end user and liable for the sales tax on such warranties. Prices charged for service are not subject to sales tax and neither can sales tax be assessed the County for any part or consumable supply installed that is included in the full-service maintenance. 45. Publication: No copies of sketches, schedules, written documents, computer based data, photographs,maps or graphs,including graphic at work,resulting from performance or prepared in connection with this Contract, are to be released by Contractor and/or anyone acting under the supervision of Contractor to any person, a partnership, company, corporation, or agency,without prior written approval by the County, except as necessary for the performance of the services of this Contract. All press releases, including graphic display information to be published in newspapers,magazines,etc.,are to be administered only by the County unless otherwise agreed to by both Parties. 46. Reports/Meetings: The Contractor shall develop reports and any other relevant documents necessary to complete the services and requirements as set forth in this contract. The County's project manager and the Contractor's project manager will meet on reasonable notice to discuss the Contractor's performance and progress under this Contract. If requested,the Contractor's project manager and other project personnel shall attend all meetings. The Contractor shall provide such information that is requested by the County for the purpose of monitoring progress under this Contract. 47. Validity: The invalidity in whole or in part of any provision of this contract shall not void or affect the validity of any other provision of the contract. 48. Waivers-Contract: The failure of the County in any one or more instances to insist upon strict performance of any of the terms of this Contract or to exercise any option contained herein shall not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such terms or option an any future occasion. 49. Termination—Orderly: After receipt of a termination notice from.County of Orange,Contractor may submit to County a termination claim,if applicable. Such claim shall be submitted promptly, but in no event later than 60 days from the effective date of the termination, unless one or more extensions in writing are granted by County upon written request of Contractor. Upon termination County agrees to pay Contractor for all services performed prior to termination which meet the requirements of Contract,provided, however, that such compensation combined with previously paid compensation shall not exceed the total compensation set forth in Contract. Upon termination or other expiration of this Contract, each party shall promptly return to the other party all papers, materials,and other properties of the other held by each for purposes of performance of Contract. County of Orange RCA-017-23010022 Page 16 of 87 County Procurement Orice C3 Ofj`lee Solutions LLC,dba 173 Tech File No..2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F6 50. Usage: No guarantee is given by County to Contractor regarding usage of this Contract. Usage figures,if provided,are approximations. Contractor agrees to supply services and/or commodities requested, as needed by County of Orange,at rates/prices listed in Contract,regardless of quantity requested. 51. Usage Reports: Contractor shall submit usage reports on an annual basis to the assigned Deputy Purchasing Agent of County of Orange user agency/department. The usage report shall be in a format specified by the user agency/department and shall be submitted 90 days prior to the expiration date of Contract term,or any subsequent renewal term,if applicable. 52. Wage Rates: Contractor shall post a copy of the wage rates at the job site and shall pay the adopted prevailing wage rates as a minimum.Pursuant to the provisions of Section 1773 of the Labor Code of the State of California,the Board of Supervisors has obtained the general prevailing rate of per diem wages and the general prevailing rate for holiday and overtime work in this locality for each craft, classification, or type of workman needed to execute this Contract from the Director of the Department of Industrial Relations. These rates are on file with the Clerk of the Board of Supervisors. Copies may be obtained at cost at the office of County's OC Public Works/OC Facilities &Asset Management/A&E Project Management or visit the website of the Department of Industrial Relations,Prevailing Wage Unit at www.dir.ca.gov/DLSR/PWD.The Contractor shall comply with the provisions of Sections 1774, 1775, 1776 and 1813 of the Labor Code. 53. Wage Rate Penalty: Contractor and any Subcontractor(s) shall comply with the provisions of Labor Code Section 1775. Contractor and any Subcontractor(s) shall be subject to a penalty in an amount up to$200,or higher amount as provide by section 1775,for each calendar day,or portion thereof, for each worker paid less than the prevailing wage rates for any work done by the Contractor or Subcontractor(s)under the contract. 54. Work Hour Penalty: As provided by Labor Code Section 1810, 8 hours of labor shall constitute a legal day's work,and 40 hours constitute a legal week's work.The time of service of any worker employed under the Contract shall be restricted to 8 hours during any one calendar day and 40 hours during any one calendar week, except as provided herein. Contractor shall forfeit to the County$25,or higher amount as provided by Labor Code Section 1813,for each worker employed on the performance of this Contract by Contractor or by any Subcontractor(s)for each calendar day during which such worker is required or permitted to work more than the legal days or week's work, except as provided by Labor Code Section 18IS. 55. Registration of Contractor: All contractors and subcontractors must comply with the requirements of Labor Code Section 1771.1(a),pertaining to registration of contractors pursuant to Section 1725.5. Registration and all related requirements of those sections must be maintained throughout the performance of the Contract. 56. Payroll Records: Contractor and any and subcontractors must comply with the requirements of Labor Code Section 1771.1(a),pertaining to registration of contractors pursuant to Section 1725.5. Bids cannot be accepted from unregistered contractors except as provided in Section. 1771.1. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.After award of the contract, Contractor and each Subcontractor shall furnish electronic payroll records directly to the Labor Commissioner in the manner specified in Labor Code Section 1771.4. The requirements of Labor Code Section 1776 provide,in summary: 56.1. Contractor and any Subcontractor(s)performing any portion of the work under this Contract shall keep an accurate record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice,worker, or other employee employed by Contractor or any Subcontractor(s)in connection with the work. County of Orange RCA-0I7-23 0 1 0 02 2 Page 17 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSlgn Envelope[D_D4DA9D0E-523A-4103-BF26-70DA10A0E2F8 56.2. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following: a. The information contained in the payroll record is true and correct. b. The employer has complied with the requirements of Labor Code Sections 1771, 1811, and 1815 for any work performed by his or her employees in connection with the Contract. 56J. The payroll records shall be certified and shall be available for inspection at the principal office of Contractor on the basis set forth in Labor Code Section 1776. 56.4. Contractor shall inform County of the location of the payroll records, including the street address,city and county,and shall,within five working days,provide a notice of any change of location and address of the records. 56.5. Pursuant to Labor Code Section 1776, Contractor and any Subcontractor(s) shall have 10 days in which to provide a certified copy of the payroll.records subsequent to receipt of a written notice requesting the records described herein. In the event that Contractor or any Subcontractor fails to comply within the 10-day period, he or she shall, as a penalty to County,forfeit$100,or a higher amount as provided by Section 1776,for each calendar day, or portion thereof, for each worker to whom the noncompliance pertains, until strict compliance is effectuated. Contractor acknowledges that, without limitation as to other remedies of enforcement available to County, upon the "request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the California Department of Industrial Relations,such penalties shall be withheld from progress payments then due Contractor.Contractor is not subject to a penalty assessment pursuant to this section due to the failure of a subcontractor to comply with this section. 57. Apprenticeship Requirements: 57.1. Unless the contract involves a dollar amount less than that specified in Labor Code Section 1777.5 this contract is governed by the provisions of Section 1777.5 Contractor shall comply with labor Code Section 1777.5 for all apprenticeable occupations. 57.2. Contractor and all subcontractor(s) shall comply with Labor Code Section 1777.6 which forbids discriminatory practice in the employment of apprentices on any basis listed in Government Code Section 12940 (described in the "Nondiscrimination" Section of the General Conditions),except as provided.in Labor Code Section 3077. 58. Data Destructions: Contractor must permanently remove all stored County data/images from the hard disk drive and Cache memory of back-up copiers and replaced copiers within seven (7) calendar days of removal from County.Within seven(7)calendar days of data removal services or request by County,Contractor must provide to County written certification.(complete Attachment E. Certification for Data Removal)that data removal was completed. 59. County of Orange Information Technology Security Provisions: All Contractors with access to County data and/or systems shall establish and maintain policies, procedures, and technical, physical, and administrative safeguards designed to (i) ensure the confidentiality, integrity, and availability of all County data and any other confidential information that the Contractor receives, stores, maintains,processes, transmits, or otherwise accesses in connection with the provision of the contracted services, (ii) protect against any threats or hazards to the security or integrity of County data, systems, or other confidential information, (iii)protect against unauthorized access, use, or disclosure of personal or County confidential information, (iv) maintain reasonable procedures to prevent, detect, respond, and provide notification to the County regarding any internal or external security breaches, (v) ensure the return or appropriate disposal of personal information or other confidential information upon contract conclusion(or per retention standards set forth in the contract), and (vi) ensure that any subcontractor(s)/agent(s) that receives, stores, maintains, processes, transmits, or otherwise accesses County data and/or system(s) is in compliance with statements and the provisions of statements and services herein. County of Orange RC4-01 7-23 01 0 0 2 2 Page 18 of 87 County Procurement Office C3 Office Soludons LLC,dba C3 Tech File No.:2337101 Digital Mulufunedonal Copiers,Printers,Software,Related Accessories and Services Docu5ign Envelope Th 04DA9DOE-523A-4103-SF26-70DA10AOE2FB 59.1. County of Orange Information Technology Security Standards: County of Orange security standards follows the latest National Institute of Standards and Technology(MIST) 800-53 framework to ensure the highest levels of operational resiliency and cybersecurity. 59.1.1.Contractor,Contractor personnel,Contractor's subcontractors,any person performing work on behalf of Contractor, and all other agents and representatives of Contractor will, at all times, comply with and abide by all County of Orange Information Technology Security Standards ("Security Standards"), as existing or modified,that pertain to Contractor in connection with the Services performed by Contractor as set forth in the scope of work of this Contract. Any violations of such Security Standards shall, in addition to all other available rights and remedies 'available to County, be cause for immediate termination of this Contract. Such Security Standards include, but are not limited to, Attachment C - County of Orange Information Technology Security Standards and Attachment D-Business Associate Contract. 59.1.2.Contractor shall use industry best practices and methods with regard to confidentiality, integrity, availability, and the prevention, detection, response, and elimination of threat, by all appropriate means, of fraud, abuse, and other inappropriate or unauthorized access to County data and/or system(s)accessed in the performance of Services under this Contract. 59.2. The Contractor shall implement and maintain a written information security program that contains reasonable and appropriate security measures designed to safeguard the confidentiality,integrity, availability, and resiliency of County data and/or systern(s). The Contractor shall review and update its information security program in accordance with contractual,legal,and regulatory requirements.Contractor shall provide to County a copy of the organization's information security program and/or policies. 59.3. Information Access: Contractor shall use appropriate safeguards and security measures to ensure the confidentiality and security of all County data. 59.3.1.County may require all Contractor personnel,subcontractors,and affiliates approved by County to perform work under this Contract to execute a confidentiality and non- disclosure agreement concerning access protection and data security in the form provided by County.County shall authorize,and Contractor shall issue,any necessary information-access mechanisms,including access IDs and passwords,and in no event shall Contractor permit any such mechanisms to be shared or used by other than the individual Contractor personnel, subcontractor, or affiliate to whom issued. Contractor shall provide each Contractor personnel,subcontractors,or affiliates with only such level of access as is required for such individual to perfarm his or her assigned tasks and functions. 59.3.2.Throughout the Contract term, upon request from County but at least once each calendar year, Contractor shall provide County with an accurate, up-to-date list of those Contractor personnel and/or subcontractor personnel having access to County systems and/or County data,and the respective security level or clearance assigned to each such Contractor personnel and/or subcontractor personnel. County reserves the right to require the removal and replacement of Contractor personnel and/or subcontractor personnel at the County's sole discretion. Removal and replacement shall be performed within 14 calendar days of notification by the County. 59.3.3.All County resources(including County systems),County data,County hardware,and County software used or accessed by Contractor: (a) shall be used and accessed by such Contractor and/or subcontractors personnel solely and exclusively in the performance of their assigned duties in connection with, and in furtherance of, the performance of Contractor's obligations hereunder; and (b) shall not be used or accessed except as expressly permitted hereunder, or commercially exploited in any County of Orange RCA-01 7-23 01 002 2 Page 19 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10ADE2F8 manner whatsoever, by Contractor or Contractor's personnel and subcontractors, at any time. 59.3.4.Contractor acknowledges and agrees that any failure to comply with the provisions of this paragraph shall constitute a breach of this Contract and entitle County to deny or restrict the rights of such non-complying Contractor personnel and/or subcontractor personnel to access and use the County data and/or system(s), as County in its sole discretion shall deem appropriate. 59.4. Data Security Requirements: Without limiting Contractor's obligation of confidentiality as further described in this Contract, Contractor must establish, maintain, and enforce a data privacy program and an information and cyber security program,including safety,physical, and technical security and resiliency policies and procedures, that comply with the requirements set forth in this Contract and, to the extent such programs are consistent with and not less protective than the requirements set forth in this Contract and are at least equal to applicable best industry practices and standards(MIST 800-53). 59.4.1.Contractor also shall provide technical and organizational safeguards against accidental, unlawful, or unauthorized access or use, destruction, loss, alteration, disclosure, transfer, commingling, or processing of such information that ensure a level of security appropriate to the risks presented by the processing of County Data, 59.4.2.Contractor personnel and/or subcontractor personnel and affiliates approved by County to perform work under this Contract may use or disclose County personal and confidential information only as permitted in this Contract. Any other use or disclosure requires express approval in writing by the County of Orange. No Contractor personnel and/or subcontractor personnel or affiliate shall duplicate, disseminate, market, sell, or disclose County personal and confidential information except as allowed in this Contract, Contractor personnel and/or subcontractor personnel or affiliate who access, disclose,market, sell, or use County personal and confidential information in a manner or for a purpose not authorized by this Contract may be subject to civil and criminal sanctions contained in applicable federal and state statutes. 59.4.3.Contractor shall take all reasonable measures to secure and defend all locations, equipment, systems, and other materials and facilities employed in connection with the Services against hackers and others who may seek, without authorization, to disrupt, damage, modify, access, or otherwise use Contractor systems or the information found therein; and prevent County data from being commingled with or contaminated by the data of other customers or their users of the Services and unauthorized access to any of County data. 59.4.4.Contractor shall also continuously monitor its systems for potential areas where security could be breached. In no case shall the safeguards of Contractor's data privacy and information and cyber security program be less stringent than the safeguards used by County.Without limiting any other audit rights of County,County shall have the right to review Contractor's data privacy and information and cyber security program prior to commencement of Services and from time to time during the term of this Contract. 59.4.5.All data belongs to the County and shall be destroyed or returned at the end of the contract via digital wiping,degaussing,or physical shredding as directed by County. 59.5. Enhanced Security Measures:County may,in its discretion,designate certain areas,facilities, or solution systems as ones that require a higher level of security and access control.County shall notify Contractor in writing reasonably in advance of any such designation becoming effective. Any such notice shall set forth, in reasonable detail, the enhanced security or access-control procedures, measures, or requirements that Contractor shall be required to implement and enforce,as well as the date on which such procedures and measures shall take County of Orange RCA-017 23010022 Page 20 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 effect. Contractor shall and shall cause Contractor personnel and subcontractors to fully comply with and abide by all such enhanced security and access measures and procedures as of such date. 59.6. General Security Standards: Contractor will be solely responsible for the information technology infrastructure, including all computers, software, databases, electronic systems (including database management systems) and networks used by or for Contractor ("Contractor Systems")to access County resources(including County systems),County data or otherwise in connection with the Services and shall prevent unauthorized access to County resources(including County systems)or County data through the Contractor Systems. 59.6.1.At all times during the contract term,Contractor shall maintain a level of security with regard to the Contractor Systems,that in all events is at least as secure as the levels of security that are common and prevalent in the industry and in accordance with industry best practices (NIST 800-53). Contractor shall maintain all appropriate administrative,physical, technical, and procedural safeguards to secure County data from data breach, protect County data and the Services from loss, corruption, unauthorized disclosure, and from hacks, and the introduction of viruses, disabling devices,malware, and other forms of malicious and inadvertent acts that can disrupt County's access and use of County data and the Services. 59.7, Security Failures: Any failure by the Contractor to meet the requirements of this Contract with respect to the security of County data,including any related backup, disaster recovery, or other policies, practices or procedures, and any breach or violation by Contractor or its subcontractors or affiliates, or their employees or agents, of any of the foregoing, shall be deemed a material breach of this Contract and may result in termination and reimbursement to County of any fees prepaid by County prorated to the date of such termination.The remedy provided in this paragraph shall not be exclusive and is in addition to any other rights and remedies provided by law or under the Contract_ 59.8. Security Breach Notification: In the event Contractor becomes aware of any act, error or omission,negligence,misconduct, or security incident including unsecure or improper data disposal, theft, loss, unauthorized use and disclosure or access, that compromises or is suspected to compromise the security,availability,confidentiality,and/or integrity of County data or the physical, technical, administrative, or organizational safeguards required under this Contract that relate to the security, availability, confidentiality, and/or integrity of County data, Contractor shall, at its own expense, (1) immediately (or within 24 hours of potential or suspected breach), notify the County's Chief Information Security Officer and County Privacy Officer of such occurrence; (2)perform a root cause analysis of the actual, potential, or suspected breach; (3) provide a re:mediation plan that is acceptable to County within 30 days of verified breach, to address the occurrence of the breach and prevent any - further incidents; (4) conduct a forensic investigation to determine what systems, data, and information have been affected by such event; and(5) cooperate with County and any law enforcement or regulatory officials investigating such occurrence,including but not limited to making available all relevant records, forensics, investigative evidence, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by County and/or any law enforcement or regulatory officials, and(6) perform or tape any other actions required to comply with applicable law as a result of the occurrence (at the direction of County). 59.8.1.County shall make the final decision on notifying County officials, entities, employees, service providers, and/or the general public of such occurrence, and the implementation of the remediation plan. if notification to particular persons is required under any law or pursuant to any of County's privacy or security policies, then notifications to all persons and entities who are affected by the same event shall be considered legally required. Contractor shall reimburse County for all notification and related costs incurred by County arising out of or in connection with any such County of Orange IICA-01 7-2301 0 022 Page 21 of 87 County Procurement Office C3 Office Solutions L.LC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,.Related Accessories and Services MouSign Envelope ID:D4DA9DOE-523A-4903-BF26-70WOAOE2F8 occurrence due to Contractor's acts, errors or omissions, negligence, and/or misconduct resulting in a requirement for legally required notifications, 59.8.2.In the case of a breach, Contractor shall provide third-party credit and identity monitoring services to each of the affected individuals for the period required to comply with applicable law, or, in the absence of any legally required monitoring services,for no less than twelve(12)months following the date of notification to such individuals. 59.9.3.Contractor shall indemnify, defend with counsel approved in writing by County,and hold County and County Indemnitees harmless from and against any and all claims, including reasonable attorney's fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from County in connection with the occurrence. 59.8.4.Notification shall be sent to: Rafael Linares Linda Le,CHPC,CHC,CHP Chief Information Security Officer County Privacy Officer 1055 N.Main St.,6th Floor 1055 N. Main St.,6'Floor Santa Ana, CA 92701 Santa Ana,CA 92701 Phone:(714) 567-7611 Phone:(714)834-4082 Rafael.Linares@oci.t.ocgov.com Linda.Le-,ocit.oc o¢ v.com 599. Security Audits: Contractor shall maintain complete and accurate records relating to its system and Organization Controls (SOC) Type 11 audits or equivalent's data protection practices, :internal and external audits, and the security of any of County-hosted content, including any confidentiality, integrity, and availability Operations (data hosting, backup, disaster recovery, external dependencies management, vulnerability testing, penetration testing,patching,or other-related policies,practices,standards,or procedures). 59.9.1.Contractor shall inform County of any internal/external security audit or assessment performed on Contractor's operations, information and cyber security program, disaster recovery plan, and prevention, detection, or response protocols that are related to hosted County content, within sixty(60) calendar days of such audit or assessment. Contractor will provide a copy of the audit report to County within thirty (30)days after Contractor's receipt of request for such report(s). 59.9.2.Contractor shall reasonably cooperate with all County security reviews and testing, including but not limited to penetration testing of any cloud-based solution provided by Contractor to County under this Contract.Contractor shall implement any required safeguards as identified by County or by any audit of Contractor's data privacy and information/cyber security program. 59.9.3.In addition, County has the right to review Plans of Actions and Milestones (POA&M)for any outstanding items identified by the SOC 2 Type II report requiring remediation as it pertains to the confidentiality,integrity, and availability of County data. County reserves the right, at its sole discretion,to immediately terminate this Contract or a part thereof without limitation and without liability to County if County reasonably determines Contractor fails or has failed to meet its obligations under this section. 59.10. Business Continuity and Disaster Recovery(BCDR): 59.10.1. For the purposes of this section,"Recovery Point Objectives"means the maximum age of files (data and system configurations) that must be recovered from backup storage for normal operations to resume if a computer,system,or network goes down as a result of a hardware,program, or communications failure (establishing the data backup schedule and strategy). "Recovery Time Objectives" means the maximum County of Orange RC4-01 7-23 01 0022 Page 22 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File Na.:2337101 Digital Multifunctional Coplers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 duration of time and a service level within which a business process must be restored after a disaster(or disruption)in order to avoid unacceptable consequences associated with a loss of functionality. 59.10.2. The Contractor shall maintain an comprehensive risk management program focused on managing risks to County operations and data,including mitigation of the likelihood and impact of an adverse event occurring that would negatively affect contracted services and operations of the County. Business continuity management will enable the Contractor to identify and minimize disruptive risks and restore and recover hosted County business-critical services and/or data within the agreed terms following an adverse event or other major business disruptions. Recovery and timeframes may be impacted when events or disruptions are related to dependencies on third-parties.The County and Contractor will agree on Recovery Point Objectives and Recovery Time Objectives (as needed)) and will periodically review these objectives.Any disruption to services of system will be communicated to the County within 4 hours, and every effort shall be undertaken to restore contracted services, data, operations,security,and functionality. 59.10.3. All data and/or systems and technology provided by the Contractor internally and through third-party vendors shall have resiliency and redundancy capabilities to achieve high availability and data recoverability. Contractor Systems shall be designed,where practical and possible,to ensure continuity of service(s)in the event of a disruption or outage. County of Orange RCA-01 7-23 01 0 0 22 Page 23 of 87 County Procurement Office C3 Qfflce Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related .Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 SIGNATURE PAGE IN WITNESS WHEREOF, the Parties hereto have executed this Contract on the dates opposite their respective signatures: C3 OFFICE SOLUTIONS LLC,DBA C3 TECH a Limited Liability Company, DocuSigned by: Date: 4/28/2023 gy �awjt f A�85976524A7... �isuw�wiv Tony Sanchez President Print Name &Title (If a corporation, the document must be signed by two corporate officers. The I"must be either Chairman of the Board, President or any Vice President.) Docusigned by: Date: 4/28/2023 By:� 'tUa �AqL-"' Sx�u 8OWDC941A2411... u�w.tJ Tricia Sanchez chief Financial officer Print Name &Title (If a corporation, the 2nd signature must he either the Secretary, an Assistant Secretary, the Chief Financial Officer, or any Assistant Treasurer) COUNTY OF ORANGE, a political subdivision of the State of California OocuSigned by: Date: 5/3/2023 By:�Aa,., CW1n.d�n D '? E631sF836C36422... Print Name:Helen Hernandez Title. Deputy Purchasing Agent County of orange RC -01 7-23 61 0022 Page 24 of 87 County Procurement Office C3 Office Solutions LLC,dhe C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DoeuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA1OAOE2F8 ATTACHMENT A SCOPE OF WORK I. INTRODUCTION The County of Orange has established a Regional Cooperative Agreement (RCA) for Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services(hereinafter referred to as "Services"). This Contract is a usage contract between County and Contractor for the following Scope of Work. II. CONTRACTOR RESPONSIBILITIES: A. Contractor must provide copier(s)and services as listed in Attachment C,to any requesting County Department. B, Contractor is responsible for the professional quality and technical competence of Contractor personnel/employees designated to provide services to County. C. Contractor must comply with all applicable local,state,and federal laws and regulations. D. Contractor must comply with all applicable County Department rules of conduct, policies, and procedures while on County premises. E. Data Removal-Contractor must provide County with its written policies and procedures associated with permanently removing all stored Customer data/images from the hard disk drives and Cache memory that resides within Copiers. Procedures associated with permanently removing all stored Customer data/images from the hard disk drives and Cache memory that resides within Copiers must be in compliance with MIST SP 800-58 and Department of Defense(DoD)5220.22-compliant sanitation programs. F. Hard Disk Drive Replacements Due to Copier Malfunction/Failure-Contractor must permanently remove all stored County data/Images from the hard disk drive and Cache memory within seven (7) calendar days of removal of replacement hard disk drives from County. Within seven (7) calendar days of hard disk drive replacement services or request by County, Contractor must provide written certification(Attachment E.Certification for Data Removal)that data removal was completed. G. Confidentiality-Contractor must ensure its employees maintain confidentiality of all information and County records that may become accessible to the employees. H. Contractor Staff. Contractor must provide,but is not limited to,the following information to each employee given'a County assignment: 1. Location of assignment 2. Name of Reporting Supervisor or Manager 3. Length of Assignment 4. Working Hours 5. Complete job description 6. Performance Expectations 11I. SECURITY REQUIREMENTS AT COUNTY SECURED FACILITIES: A. County operates several secured facilities, including several Probation, Sheriff and John Wayne Airport operated sites. Contractor and its employees who perform services in County secured facilities are required to comply with strict operation policies and may be required to pass a background check, at the sole discretion of the County department, prior to performance due to security requirements at County secured facilities. The applicable County policies and security County of Orange RCA-01 7-23 01 0022 Page 25 of 87 County Procurement Office C3 Office Solutions,LLC,d8a C3 Tech Pile No.:2337101 Digital Mull functional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID.04DA9DOE-523A-4103-BF26-70DA10A0E2F8 requirements have been designed with the primary purpose of ensuring a safe and secure environment for all involved. B. Contractor must provide a list of all Contractor personnel/employees who will be directly performing tasks associated with the Contract.Contractor's personnel/employees providing service in a County secured detention facility, Probation facility or Sheriff's facility, will be expected to pass two (2) separate background checks performed by the Orange County Sheriffs Department and the Orange County Probation Department.No changes must be authorized to the approved list without a request in writing submitted by Contractor and approved by the County Site Coordinator. At no time will unauthorized Contractor employees perform any task associated with this Contract. If this occurs, Contractor will be notified that it has not complied with the terms of this Contract and is subject to Contract termination. The list of all Contractor Personnel/Employces performing under this Contract must be submitted prior to award of this Contract. C. Contractor must prepare and submit a Security Clearance form to the County Site Coordinator for all persons who will be working on or who will need access to County secured facilities. 1. Security Clearance forms must be submitted at least five (5) business days prior to the start of work or prior to the use of any person subsequent to the start of work. 2. Said Security Clearance forms must be thoroughly and accurately completed.Omissions or false statements,regardless of the nature or magnitude;may be grounds for denying clearance. 3. No person shall be employed on this work who has.not received prior clearance from the Probation Department, Sheriff's Department or John Wayne Airport. 4. County is not under any obligation to give a reason clearance is denied. D. Contractor is responsible for signing in with the County Site Coordinator or designee,as required, upon arrival at a County secure facility (e.g., JWA, Probation). Contractor must report to the Central Control Center(Control). E. Contractor personnel/employees must closely monitor all tools, equipment and other materials at all times while performing services under this Contract,especially at County detention facilities. F. Contractor personnellemployees must have no contact, either verbal or physical, with internees/inmates in County secured detention.facilities. Specifically,Contractor employees must: 1. Not give names or addresses to internees. 2. Not receive any names or addresses from internees. 3. Not disclose the identity of any internee to anyone outside the facility. 4. Not give any materials to internees. 5. Not receive any materials from internees (including materials to be passed to another individual or internee). *Failure to comply with these requirements is a criminal act and can result in prosecution. G. Any Contractor personnel/employee(s)engaged in the performance of work under this Contract at John Wayne Airport are expected to pass the screening requirements and abide by all of the security requirements set forth by the Federal Aviation Administration(FAA)and the County of Orange. "The Federal Aviation Administration (FAA) approved security program for John Wayne Airport requires that each person issued a John Wayne Airport security badge is made aware of his/her responsibilities regarding the privilege of access to restricted areas of the airport". All persons within the restricted air operation areas of the airport are required to display, on their person,a John Wayne Airport security badge,unless they are specifically exempted for reasons,or they are under escort by a property badge individual. Each airport employee or airport tenant employee who has been issued a John Wayne Airport security badge is responsible for challenging County of Orange RCA-017-23010022 Page 26 of 87 County Procurement Offace C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories aced Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 any individual who is not properly displaying an airport issued or approved and valid identification badge. Any person who is not properly displaying or who cannot produce a valid John Wayne Airport security badge must immediately be referred to the Sheriff's Department Airport Detail Office for proper handling. The John Wayne Airport security badge is the property of the County of Orange and must be returned upon termination of employment at John Wayne Airport. The loss of a badge must be reported within twenty-four(24)hours to the Sheriffs Department Airport Dispatch Center(949) 252-5000.A report must be made before a replacement badge will be issued. H. All vehicles parked on-site at a County secured facility must always be locked and thoroughly secured. L All equipment and materials must remain in Contractor's possession at all times and must never be left unattended while at a County secured. facility. All lost or misplaced equipment or materials must be reported immediately to the (a) security staff or Control in County secured detention facilities or(b)the escort or Control in Sheriffs facilities, J. Contractor personnel/employees must not smoke or use profanity or other inappropriate language while on-site. K. Contractor personnel/employees must not enter a County secured facility while under the influence of alcohol, drugs or other intoxicants and must not have such materials in their possession. L. Contractor personnel/employees must plan their activities to minimize the number of times they must enter and exit a County secured facility,i.e.,transport all equipment and materials needed for the day at the start of work and restrict all breaks to the absolute minimum. M. Contractor personnel/employee(s) must be well-disposed to the public and County staff utilizing the facilities but must be responsive only to the requests of the County Site Coordinator unless otherwise directed and must direct all inquiries or requests to the County Site Coordinator. IV. TRANSITION REQUIREMENTS: A. Contractor must work with appropriate County IT, Procurement and/or department personnel to assess user department needs and coordinate a migration/transition schedule(as applicable). B. Contractor shall coordinate and provide without additional charge any other transition services County determines necessary to transition to another vendor at the end of the contract term. V. PRICE GUARANTEE A. Contractor will guarantee fixed hardware and service pricing for a period of 24 months after contract has been awarded. B. For devices that the County may wish to acquire after the price guarantee expires,the Contractor agrees to offer the County a discount over retail pricing(as reported by a 3rd party such as Buyer's Laboratory)equivalent to the discounts being offered in this Contract VT. DEVICE DATA COLLECTION: METER USAGE AND SUPPLY LEVELS A. Contractor will use ECI FM Audit to collect and store device meter and supply level data for the fleet at no cost to the County and provide access to the software to the County. B. ECI FM Audit is to report device level meters for service billing and supplies levels for supplies management,this tool is also capable of capturing and reporting: 1. Make/Model 2. IP Address 3. MAC Address 4. Location County of Orange RCA-01 7-23 0 7 902 2 Page 27 of 87 County Procurement Office C3 Office Solutions LLC,dha C3 Tech File No.:2337101 Digital Mulufunctional Copiers,Printers,Software,Related Accessories and Sen4ces DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA90AOE2FB 5. Total Meters BIW 6. Total Meters Color 7. Supply Levels(including historical fill rates) C. All data collected by the software tool will remain the property of the County. VII. SERVICE RESPONSES A. 12 Orange County Based Technicians B. The average in-person service response time, as calculated from the time the service call is placed to the factory-trained service technician's on-site arrival, including preventive maintenance calls, will be:4 Hours C. The maximum in-person service response time,as calculated from the time the service call is placed to the factory-trained service technician's on-site arrival, including preventive maintenance calls, will be: 5 Hours D. The average time it will tape a field engineer to acknowledge the County's service request once a service call has been placed with Contractor,as calculated from the time the service call is placed until a service technician calls the County to provide an estimated time of arrival, will be: 60 Minutes E. To assure the County that Contractor's intention is to respond to the service requests within the maximum response times stated.above,Contractor shall.compensate the County with the following credit of the monthly service cost(for the device in question) for each response that exceeds the guaranteed maximum response time: 5% F. Contractor shall provide a loaner device of equal or superior capabilities to the County if any device installed by Contractor is unable to perform to the County's specifications for more than 8 hours of normal business operation. G. Contractor shall provide Customer Support by phone at no additional charge during normal business hours;Monday—Friday 8:00arn to 5:00pm. H. For issues related to service responses, supplies management, non-reporting devices, etc., Contractor will provide customer support by email and is expected to response within 1 hour. VI11. TERMS AND CONDITIONS OF ACQUISITION A. 100%money-back guarantee for a particular device,regardless of the problem within 30 days. B. The Contractor guarantees each machine to perform within the County's specifications for a period of 60 MONTHS or the volume listed below,whichever occurs first. C. The Contractor will replace each machine on a like-for-like basis with the then current technology if the machine fails to perform to the County's specifications while continuously under a service agreement with Contractor, so long as the County uses supplies recommended by the equipment manufacturer. D. Volume Guarantees: Co ier/MFD 35 PPM B/W 60 Months OR 750,0001m cessions Ca ier/MFD 45 PPM B/W 60 Months OR 1,200,000]Impressions Co ier/MFD 55 PPM B/W 60 Months OR 2,100,000 Impressions Co ier/MFD 65 PPM B/W 60 Months OR 2,700,000 Impressions Ca ier/MFD 75 PPM B/W 60 Months OR 3,900,000 Impressions Co ier/MFD 75 PPM B/W 60 Months OR 4,800,000 Impressions Co ier/MFD 95 PPM B/W 60 Months OR 5,700,000 Impressions Co ier/WD 35 PPM Color 60 Months OR 750,000 Impressions County of Orange RC4-01 7-2301 002 2 Page 28 of 87 CoantyProcurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Muldfunctdonal Copiers,Printers Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70❑A10AOE2F8 Co ier/MFD 45 PPM Color 60 Months OR 1,200,000 Impressions Co ier/MFD 55 PPM Color 60 Months OR 2,100,000 Impressions Co ier/MFD 65 PPM Color 60 Months OR 2,700,000 Impressions Co ier/MFD 75 PPM Color 60 Months OR 3 900 000 Im ressions Production Co ier/MFD 110 PPM BIW 60 Months OR 18,000,000 Impressions Production Co ier/MFD 120 PPM B/W 60 Months OR 18,000,000 Impressions Production Ca ier/MFD 75 PPM Color 60 Months OR 3,900,000 Impressions MFP 30PPM B/W Laser 60 Months OR 300,000 Im ressions MFP 30PPM Color Laser 60 Months OR 300,000 Impressions MFP 40PPM Color 60 Months OR 420,000 Impressions MFP 50PPM B/W 60 Months OR 600,000 Impressions Printer 30PPM B/W(Laser) 60 Months OR 300,000 Impressions Printer 30PPM Color Laser 60 Months OR 300,000 Impressions Printer 50PPM B/W Laser 60 Months OR 600,000 Impressions Printer 50PPM Color Laser 60 Months OR 600,000 Im ressions E. Impressions Between Calls (IBCs) Guarantee: the Contractor guarantees each machine to operate at the fixed average number of Impressions Between Calls(IBCs)listed below for the entire life of the contract. F. IBC Guarantees: Co ier/MFD 35 PPM B/W 12,500 IBCs Co ier/WD 45 PPM BIW 20,000 IBCs Co ier/MFD 55 PPM B/W 35,0001BCs Cn ier/MFD 65 PPM B/W 45,000 IBCs Co ier/MFD 75 PPM B/W 65,000 IBCs Co ier/MFD 75 PPM BIW 80,000 IBCs Co ier/MFD 95 PPM B/W 95,000 IBCs - Cn ier/MFD 35 PPM Color 12,500 IBCs Cn ier/MFD 45 PPM Color 20,000 IBCs Co ier/MFD 55 PPM Color 35,000 IBCs Ca ier/MFD 65 PPM Color 45,000 IBCs Co ier/MFD 75 PPM Color 65,000 IBCs Production CO ier/MFD 110 PPM B/W 250,000 IBCs Production Co ier/MFD 120 PPM B/W 250,000 IBCs Production Co ier/MFD 75 PPM Color 65,000 IBCs MFP 30PPM BIW(Laser) 5,000 IBCs MFP 30PPM Color aser 5,000 IBCs MFP 40PPM Color 7,000 IBCs MFP 50PPM B/W 10,000 IBCs Printer 30PPM BIW(Laser) 5,000 IBCs Printer 30PPM Color Laser 5,000 IBCs Printer 50PPM B/W(Laser) 10,000 IBCs Printer 50PPM Color aser 10,000 IBCs G. These averages are stated below by segment.The averages shall include Preventative Maintenance (PM) service calls and be calculated during any immediately preceding 12- month period. 'These calculations will exclude service calls caused by operator error and the guarantee will remain in effect while the equipment is continuously under a service agreement with Contractor. H. Contractor will replace any machine on a like-for-like basis with the then current technology if that machine fails to produce the average number of Impressions Between Calls. I. fair Market Value(FMV)Leasing County of Orange RC4-017-23010022 Page 29 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No-2337101 Digital Multifunctional Copiers,Printers,Software,,Related .Accessories and Services DocuSign Envelope ID:D4DA900E-523A-4103-BF26-70DA10AOE2F8 1. The Contractor will use Wells Fargo, Leasing Company to provide Fair Market Value (FMV)funding for leasing. 2. FMV monthly lease rate factor: a. 60-month FMV Lease rate factor for a monthly billing cycle: 0.01953 3. FMV quarterly lease rate factor: a. 60-month FMV Lease rate factor for a quarterly billing cycle: 0.01953 4. Contractor will provide a fair market value buyout to keep at the end of the lease that does not exceed 15%of the purchase price of the device. 5, Contractor will provide a written notice to the County 90 days prior to the date the letter of intent is due to prevent any automatic renewal period. 6. Contractor agrees to a maximum automatic lease renewal period of 30 days. 7. Contractor is responsible for the return of equipment acquired from the Contractor under this contract to the Leasing Company at the end of the lease term. This shall include shipping costs,insurance,or any other shipping or equipment repair costs associated with the return of this equipment. J. $1.00 Buyout Leasing L $1 Buyout monthly lease rate factor: a. 60-month$1 Buyout Lease rate factor for a monthly billing cycle: 0.021525. 2. $1 Buyout quarterly lease rate factor: a. 60-month$1 Buyout Lease rate factor for a quarterly billing cycle: 0.021525. 3. Will provide a written notice to the County 90 days prior to the lease end date. K. Lease Rate Adjustments 1. Contractor will adjust the proposed lease rates(up and down)in a manner that is directly proportional to any adjustments made by the Lease Company,with no increase in profit margin, 2. Will provide the County with 30-day notice prior to any rate adjustments. L. Insurance Documentation 1. Upon request, the County shall provide Contractor with insurance documentation if required by the Leasing Company,once the lease contracts are signed. 2. Contractor shall provide documentation to the Leasing company, any and all necessary actions to correct any insurance billing problems. On-Appropriation / Funding-Out Clauses 3. Contractor shall include in all leasing options and lease documents, non-appropriation and/or funding-out clauses as required by the State Code of California. Lease Documentation Fee 4. Contractor will require the following Lease Documentation Fee per contract at no cost. M. Training 1. Contractor will schedule, in advance at no additional cost, the installation and simultaneous basic instruction of the operation of the new equipment 2. In-Service Training: Contractor will schedule, in advance and at no additional cost, at each location's convenience, In-Service training (2 operators for each device) covering the complete operation of the new equipment as needed. Coanty of Orange RC4-017-23010022 Page 30 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Multlfune donal Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 3. Copy Center Staff Training: Contractor agrees to schedule, in advance and at no additional cost, in-depth training to designated individuals on general and advanced copier functions and features; basic maintenance and troubleshooting; supply replenishment;use of the copier management system;and related items. 4. IT Staff Training: Contractor agree to schedule, in advance and at no additional cost, specialized network connectivity, configuration and other information technology training as requested by County. N. Equipment Delivery and Tinning 1. Pre-Installation Coordination: agree to coordinate the delivery, set-up/installation, and removal of devices with the ordering County department. 2. Delivery Tools and Waste:agree to,at all times,keep the premises and the areas in which the work is performed free from accumulation of waste materials or rubbish as well as the tools, installation equipment, machinery, and surplus materials during the progress of the work and until completion thereof?Will Contractor remove from the premises all crates,wrappings and other flammable waste materials or trash. 3. Site Damages Caused During Delivery: agree to take responsibility for any damage to County premises as a result of delivery, set-up/installation,and pick-up of devices and repair and restore such premises to the original condition. 4. Pre-Installation Procedures: agree to advise the County of any an add specialized installation and environmental County site requirements for the delivery and installation of devices ordered under the resulting contract?This information must include,but is not limited to, the .following: air conditioning, electrical requirements, special grounding, cabling requirements, space requirements, and any other considerations critical to the installation. After receipt of the County site requirements, the County may cancel an order for a particular copier before acceptance of copier_Additionally,inspections,tests, measurements,or other acts or functions performed by the County must in no manner be construed as relieving Contractor from full compliance with Contract requirements. 5. Damaged Items: Replacement Timing: agree to replace any items and/or components that are received with damages within thirty (30) consecutive calendar days after the notification of damage. 6. Damaged Items: Late Delivery: agree to pay, as liquidated damages,the sum of$50.00 per device per consecutive calendar day after thirty(30)days from the date of notification until the replacement of damaged items have been received by the County. 7. Current Firmware: agrees to install the most current version(s) of firmware into all devices prior to installation. 8. Contractor does not experience hardware delivery delays for the proposed model(s)due to issues with the supply chain. O. Equipment Disposal 1. Equipment Pick-Up and Disposal: agree to pick up and dispose of used equipment already owned by the County,if requested,at no additional charge to the County?(This applies only to existing equipment that is owned by County,not equipment that is under a lease agreement.)The County will provide Contractor with a list of all equipment to be removed and disposed of 2. Existing Devices Data Security: agree to either destroy the hard drives(for devices with removable hard drives)and provide a certificate of completion at no cost. P. Equipment Demonstration or Trial County of Orange RCA-017-23010022 Page 31 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,,Related Accessories and Services DocuS'sgn Envelope ID:04DA900E-523A-4103-BF26-70DA10AOE2F8 1. Equipment demonstration: The County agencies may want to test the equipment onsite prior to awarding the contract. If requested, Contractor agrees to provide equipment, configured as proposed, for on-site testing for a minimum of 5 business days. The demonstration must not be conditioned upon an agreement to purchase/lease or execution of a purchase order. 2. Maximum Demonstration or Trial Period: agree that any demonstration or trial period will not exceed 30 calendar days. 3. Conversion of Demonstration or Trial Device: agree that any demonstration or trial device will not be converted to a permanent placement unless the device was new/unused prior to placement. 4. Data Security for Demonstration or Trial Device: Upon removal of a demonstration or trial device, Contractor agrees to take responsibility of securely erasing or destroying residual data stored in the hard disk drive.Contractor will permanently remove all stored County data/images from the hard disk drive and Cache memory within seven (7) calendar days of termination of the placement. Within seven(7) calendar days of data removal services or request by the County, Contractor will provide written certification (See Model Contract Attachment E. Certification for Data Removal) that data removal was completed. IX. TERMS AND CONDITIONS OF SERVICE A. Tracking/Crediting Service Copies: any copies run by any representative of Contractor be tracked and credited back to the County at the end of each service-billing period. B. Preventative Maintenance and Parts Replacement 1. Preventative Maintenance Parts List(s): Contractor will provide the pages from the service manual., for each installed device, indicating the manufacturer's replacement schedule for preventative maintenance(PM)parts,including parts names which may be included in PM Kits,and manufacturer's part numbers to the County?(This information will be used by the County to evaluate service work that is being performed by Contractor. 2. Original Equipment Manufacturer Parts: Contractor agrees to provide only Original Equipment Manufacturer Parts and supplies when repairing, servicing, or supplying consumable items for each device. Failure to do so will constitute a breach of contract and require.Contractor to fully compensate the County for any real or perceived loss or damage. 3. Parts Replacement: For the entire life of each device covered under a service contract with the Contractor, Contractor shall replace all parts and provide "Preventative Maintenance"parts according to the manufacturer's recommended replacement schedule. In addition,if any part fails before reaching the manufacturer's estimated life expectancy, Contractor will replace failed parts as long as the device is covered under a service contract by Contractor. 4. Management and Evaluation: The County reserves the right to monitor and evaluate all aspects of Vendor's invoicing and service work that is executed by Contractor for all equipment that is leased or covered under a service contract by Contractor on an ongoing basis. Contractor shall provide all requested lease and service contract data,billing and invoicing data, and/or service call history data within ten (10) business days of such a request whether made by telephone or e-mail. Contractors agree not to object or hinder in anyway the ongoing evaluation of cost, volume, equipment performance and Contractor's performance of services provided to the County. County of Orange RCE4-017-23010022 Page 32 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:233710.1 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AQE2F8 5. Data Request: Contractor agree to pay to the County$50.00 in liquidated damages per consecutive day,beyond 10 business days,that Vendor delays delivering requested lease and/or service contract data,billing and/or invoicing data,and/or service call history data. 6. Monthly Reports: Contractor will deliver monthly reports in an electronic format acceptable to the County. The reports will be formatted in an acceptable manner and include the following for each device acquired from Contractor. - make/model - serial number-Contractor ID number—location-room.number-the monthly meter readings (for each billable meter per device) i, In addition to the above data, each report will include all service calls performed during the past 30 days,the date and time the call was placed, the date and time the technician arrived onsite,the beginning meter reading of the service call,the ending meter reading of the service call, a complete description of the reason for each call, the remedy provided by Supplier, and a complete list of all parts including the manufacturer's part numbers that were required to complete each service call. ii. All calls will be recorded and be categorized as a service call, return with parts call, a call back, operator error call or courtesy call. These monthly reports shall be provided at no additional expense to the County for the life of the equipment. C. Equipment Relocation 1. Within a building: If, during the contract period, the need arises to move or relocate equipment purchased under this contract within a building,will Contractor agree to move the equipment at no additional charge to the County. 2. From one building to another building: If,during the contract period,the need arises to move or relocate equipment purchased under this contract from one building to another building, will Contractor agree to move the equipment at no additional charge to the County. D. Data Security for proposed Equipment . 1. Overwrite Capability: proposed devices have the capability for at least a onetime overwrite after the completion of each copy/print/scan job and a structured three(3)times overwrite (DoD) on a weekly off hours (outside of working days, 8:00a.m.- 5:00p.m.) schedule. 2. De-installation of Hard Drives for Purchased Devices at end-of-life: Contractor agrees, at no additional charge,to de-install each hard drive and turn each hard drive over to the custody of personnel authorized by the County so that the County may oversee the complete destruction of the hard.drive and any confidential data contained therein.This - applies to purchased devices only. 3. Replacement Hard Drive / Overwrite Software. Overwrite Software is included in pricing. Note:Any hard drive replacement shall occur at the end of the life cycle before the device is deinstalled and while the device is stall located at the County's site. 4. Hard Drives Erasure and Certification: Contractor agrees to take responsibility of securely erasing or destroying residual data stored in the hard disk drive. Contractor will permanently remove all stored County datahmages from the hard disk drive and Cache memory within seven(7) calendar days of termination of the placement. Within seven (7) calendar days of data removal services or request by the County, Contractor will provide written certification (See Model Contract Attachment E. Certification for Data Removal)that data removal was completed. 5. Removal of Hard Drive from the County's Site: Contractor agrees that no hard drive,for any reason, for any device acquired under this Contract, will be removed from the County's site at any time by Contractor, unless all data contained in the hard drive has County of Orange RCA-01 7-23 01 0 0 22 Page 33 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9D0E-523A-4103-l3F26-70DA10A0E2F6 been removed utilizing software that will overwrite the hard drive, and that removing a hard drive from the County's site without confirming that the hard drive has been erased will constitute a breach of contract. 6. Protection of Confidential Information:Contractor understands that documents left in or on any device may contain confidential information that must be protected and agrees that all documents found in or on any device by Contractor will be handed to authorized County personnel and that the documents will not be placed in a trash can or recycle bin by any representative of Contractor. E. Supplies 1. Supply Shipping: agree to ship and/or deliver supplies (including toner and staples)to the County for no additional charge?If no,please explain how shipping charges will be determined. 2. Supply Shipping: 1-2 Business day for toner to be delivered after it has been ordered. 3. Supply Shipping: Late Delivery: To assure the County that Contractor's intention is to deliver toner within the number of days stated above, Contractor will compensate the County with$5.00 credit for each late delivery. 4. Used Toner and Toner Containers: Contractor will pick up the empty/used toner containers at no cost. 5. Cost of Staples: $50.00 per box of 3 cartridges. 15000 Staples Per Box. 6. Auto Supply Replenishment: Contractor ship supplies automatically based on the usage of each device without the County having to place an order. 7. Spare set of toners on-site:Contractor will allow the County to keep a spare set of toners on hand(at each site)for each model type as well as.for each high-volume device,at no additional cost. F. Extended Service Coverage 1. Years 6 and 7: When any device is 5 years old, if the device has not reached the 60- month volume(see Terms and Conditions of Acquisition)and the device is experiencing an average of 1 or fewer service calls per month,will Contractor offer extended coverage for years 6 and 7. 2. Terms for Extended Coverage: Contractor will offer the same level of service for years 6 and 7(as provided for the first 5 years). 3. Service Rate Increase: As compared to the proposed rates for Year 5, the estimated service rate increase for years 6 and 7 is 10%. X. CURRENT PRINTER FLEET SERVICE/SUPPLIES A. Current Printer Fleet Services/Supplies Terms 1. Makes/Models:Service/Supplies will be provided for all currently installed make/models listed. 2. On an"As-is"Basis: Contractor provide service for the existing printer fleet on an as-is basis, i.e., with no inspection or charges to "bring the equipment up to contract-level specifications" before the contract begins? Any device that will not produce a printed page at the start of the contract will be excluded from this requirement.The County will take into consideration the exclusion of any printer found to be operable,but in extremely poor condition. 3. Contractor agrees that the contract cannot be assigned to another Service Company without the written permission of the County or canceled by Contractor except for non- payment of the service contract by the County. County of Orange RCA-01 7-23 01 002 2 Page 34 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services Docu&gn Envelope ID:04DA9D0E-523A-4103-BF26-70DA10AOE2F8 4. Contractor agrees to submit all contract invoices and billing in a timely manner. The contract shall include network interface support, labor, and all consumable parts and supply items excluding paper. The contract shall include all parts required by the equipment manufacturer to keep all equipment operating within manufacturer specifications.The service contract shall also include all travel time,mileage,and labor. 5. Firmware Upgrades(after initial installation): Except for firmware upgrades Contractor will install prior to delivery of a device, Contractor agrees to NOT take the initiative to do any additional firmware upgrades or change configuration settings without the County's permission.. 6. Adding Printers/MFPs to the Contract: Contractor agrees that printers/MFPs can be added to the contract at the proposed rates at any time, provided the model of the additional printer is already under contract or a new model is approved by Contractor and connected to the County's network. 7. Equipment Replacement: Contractor shall replace printers that cannot be repaired on a like-for-like basis at no additional cost as long as the contract is in effect and also agree that all replacement devices shall become property of the County?(This will apply to all devices covered under the contract.NO 8. Printer Relocation by the County: If during the contract period,the need arises to move a printer covered under this contract, Contractor allows County personnel to move the equipment without affecting the contract coverage. 9. Printer Relocation Notification: Contractor allows printer/MFP relocation notifications via email at service g,c3tech.com. 10. Annual Preventative Maintenance on all devices covered under the contract: Contractor provide annual preventative maintenance for printers/MF'Ps covered under this contract at no additional cost. 11. Parts Replacement for Existing Devices: For the entire life of each existing device covered under a service contract with Contractor, Contractor will replace all parts and provide"Preventative Maintenance"parts according to the manufacturer's recommended replacement schedule? In addition, if any part fails before reaching the manufacturer's estimated life expectancy, will Contractor replace failed parts as long as the device is covered under a service contract by Contractor. 12. Supply Failure Rate: average failure rates for OEM: 1%, and for 3rd Party: 1%. B. Current Printer Fleet Service/Supplies Pricing l. Cast-per-print for a contract that uses only OEM parts and supplies as well as pricing for a contract that uses third party high-quality compatible supplies. Pricing for B/W Prints on B/W Devices OEM parts and supplies) 3rd Par ty parts and supplies) $0.044 $.0179 Pricing for B/W Prints on Color Devices OEM parts and supplies) 3rd Party parts and supplies) $0.044 1 $0.0179 Pricing for Color Prints OEM parts and supplies) 3rd Party parts and supplies) $0.24 1 $0.11 County of Orange RCA-02 7-23 01 0022 Page 35 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337I01 Digital Multofunedonal Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 XI. SOFTWARE TECHNICAL REQUIREMENTS A. Option I -On-Premises Software Solution: PaperCutMFD version 22.0 B. Support and Recommended Server Operating System(s) 1. Supported Server Operating Systems:Microsoft Windows(64-bit),Apple macOS 10.15 (Catalina) or higher,Windows Server 2022 1 2019/2016 1 2012 R2/ 2012 /Windows 11 /Windows 10 2. Recommended Server Operating Systems: Note: Core, server, advanced server, enterprise edition, 64-bit edition, workstation, professional versions all supported. If using Windows Server 2012 or 2012 R2, make sure the Server-Gui-Mgmt-Infra feature of Windows Server is installed. 3. Universal Print Driver Offered i. Universal Print Driver allow the user full access the device's finishing options,i.e., stapling and 3-hole punch ii. Devices can be remotely configured individually or in groups of like devices. 4. Secure Print Release("Follow-Me"): This capability provides the ability for the sender to have their documents)printed only if their ID code is entered at the machine. The user should be able to request, from any device on the network which is configured for this function,that their print job be printed at the device from which the request is made. 5. User Identification:Users can be assigned a unique identification number 6. Cost Accounting: Tracked activity can,be assigned to one or more accounting codes as defined by the County. 7. Activity Management: Device features and functions can be limited by user, organization,accounting code, or any combination. 8. User Limiting Function: Users can be assigned hard volume or cost limits that prevent further use until approval(s)are granted.These same limits can be"awareness"warnings at various thresholds,with no usage prevention. 9. Server-Based Document Processing: Action taken for a scanned document will be handled at the server level rather than making use of device resources. 10. Automatic Generation and Distribution of Reports: reports are able to have automatic generation and distribution. 11. User Authentication:Users must use an assigned access code in order to gain access to device features and functions. This access code can be entered at the desktop or at the device. 12. Active Directory Authentication Support: solution being proposed supports Active Directory authentication. 13. Print Driver Auto Deploy: has an auto print driver deploy option which allows for auto- loading of print drivers based on specific subnets with no additional cost. 14. Pricing: Embedded Software License Cost: one-time purchase cost per newly installed device for the license to enable the proper functional interoperability with software. iii. $332.80 per license per Multi-Function device iv. $1,16.80 per device for required installation/configuration support v. $520.00 per server 15. Pricing: Card Reader for Copier/MFDs: $144 per card reader,connected via USB. County of Orange RCA-01 7-2301 002 2 Page 36 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2FB 16. Pricing: Ongoing Maintenance/Support Pricing,$416 per device for 5 years. 17. Multiple Instances: In the event that the County would need multiple instances of the proposed software for departments due to the network infrastructure/firewalls. vi, $520,00 per server 18. Training: Training included during implementation and ongoing. vii. User Based Training viii. Admin Training, ix. Knowledge Base and Manuals available 24/7 x. $0 per hour for up to 10 people 19. Professional Services: price for professional services for solution customization and/or additional support. xi. $116.80 per hour. C. Option 2- Cloud Based Solution: PaperCut 22.0-PaperCut MF 1. Universal Print Driver Offered i. Universal Print Driver allow the user full access the device's finishing options,i.e., stapling and 3-hole punch ii. Devices can be remotely configured individually or in groups of like devices. iii. Device provides automatic device discovery, 2. Secure Print Release ("Follow-Me")-This capability provides the ability for the sender to have their document(s) printed only if their ID code is entered at the machine. The user should be able to request, from any device on the network which is configured for this function,that their print job be printed at the device from which the request is made. 3. User Identification:Users can be assigned a unique identification number 4. Cost Accounting: Tracked activity can be assigned to one or more accounting codes as defined by the County. 5. Activity Management: Device features and functions can be limited by user, organization,accounting code,or any combination. 6. User Limiting Function: Users can be assigned hard volume or cost limits that prevent further use until approval(s)are granted.These same limits can be"awareness"warnings at various thresholds,with no usage prevention. 7. Server-Based Document Processing: Action taken for a scanned document will be handled at the server level rather than making use of device resources. S. Automatic Generation and Distribution of Reports: reports are able to have automatic generation and distribution. 9. User Authentication: Users must use an assigned access code in order to gain access to device features and functions. This access code can be entered at the desktop or at the device. 10. Active Directory Authentication Support: solution being proposed supports Active Directory authentication. 11. Print Driver Auto Deploy: Solution proposed has an auto print driver deploy option which allows for auto-loading of print drivers based on specific subnets. 12. Pricing: Embedded Software License Cost: the cost per newly installed device for the license to enable the proper functional interoperability with software proposed. i. $332.90 per license per Multi-Function device per one-time s eci one-time, County of Orange RCA-017 23010022 Page 37 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 DigitalMuldfuuctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AQE2F8 monthly,annually) ii. $116.80 per device for required installation/configuration support iii. $520,00 per server 13. Pricing: Card Reader for Copier/MFDs: $144 per card reader,connected via USB. 14. Pricing: Ongoing Maintenance/Support Pricing: $416 per device for 5 years, 15. Multiple Instances:If the County would need multiple instances of the proposed software for departments due to the network infrastructure/firewalls. iv. $520.00 per server 16. Training: Training included during implementation and ongoing. v. User Based Training vi. Admin Training, vii. Knowledge Base and Manuals available 24/7 viii. $0 per hour for up to 10 people 17, Professional Services: price for professional services for solution customization and/or additional support. ix. $116.80 per hour. X11. SUPPORT FOR SOFTWARE SOLUTION A. Device Management and Usage Tracking Software Support 1. Placing a Support Call: i, Support calls are available by web porta124J7(www.c3tech.com/my-c3) ii. Phone M-F 8:00am-5:00pm phone(714)689-1700 iii. Email(serviceac3tech.com). iv. Asset Tag and or Serials will be needed to initiate support. 2. Method of Delivery of Support Services:Software Support will be delivered by a remote access conference connection.Users can also phone in to listen/speak in conversation. 3. Priority 1,Critical: "Critical" is defined as any system status where a major feature fails to fimction, the system is not functioning,or a major business process is seriously disrupted, i. Target Response in 1 hours ii. Target Resolution in 4 hours 4. Escalation Process for Priority 1 Issues: "Escalation Process" is defined as a specific sequence of documented, hierarchical actions that is expected to take place to reach problem resolution. For issues not resolved within the target resolution period, please describe your escalation process for Priority 1 issues. i. Escalation of Priority 1 Issues will be taken by CTs internal CIO and software Contractor's emergency team. Client will be communicated as information are updated. 5. Compensation for Exceeding the Target Resolution Period for Priority 1 Issues:NO 6. Priority 2,High: "High" is defined as any system status where a major feature intermittently fails to function,or a major business process is intermittently seriously disrupted. i. Target Response in 4 hours County of Orange RC,4-01 7-2301 0022 Page 38 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech .Flle No.:2337101 Digital Multifunedoual Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:04DA9DOE-523A-4103-BF26-70DA10AOE2F8 ii. Target Resolution in 8 hours 7. Escalation Process for Priority 2 Issues: "Escalation Process" is defined as a specific sequence of documented, hierarchical actions that is expected to take place to reach problem resolution. For issues not resolved within the target resolution period, please describe your escalation process for Priority 2 issues. i. Escalation of Priority 2 Issues will be taken by C3's internal IT Manager and software Contractor's level 3 team. Client will be communicated as information are updated. 8. Compensation for Exceeding the Target Resolution Period for Priority 2 Issues:NO 9. Priority 3,Medium: "Medium"is defined as any system status where a feature intermittently fails to function, or a business process is intermittently disrupted. i. Target Response in 8 hours ii. Target Resolution in 24 hours 10. Escalation Process for Priority 3 Issues: Escalation of Priority 3 Issues will be taken by Us internal Level II Team and software Contractor's level 2 team. Client will be communicated as information are updated, 11. Priority 4: Low: resolution time period for support calls related to a minor usability, presentation or cosmetic problem that does not affect the ability to use the product. i. Target Response in 24 hours ii. Target Resolution in 48 hours XIII. HARDWARE CATALOG AND HARDWARE PRICING A. Hardware Catalog and Hardware pricing on Attachment D,page 42. B. All devices shall be new/unused, the most current model version, and newly manufactured as defined in the Contract. C. Prices include all requirements,including all expenses for set-up,delivery,installation of device,a surge protector,a line conditioner(if recommended by the manufacturer), and a stand/pedestal as recommended by the manufacturer(if required). D. Prices include a truck or van delivered price to the install location.Prices are F.O.B.to the delivery point, with Contractor assuming all responsibility in making necessary adjustments with freight companies or in replacing all devices damaged in transit to the satisfaction of the County. E. All prices for Optional Equipment shall include all expenses for set-up, delivery,and installation of optional equipment. XIV. SERVICE PRICING A. Contractor agrees that the service contract cannot be assigned to another Service Company without the written permission of the County or canceled by Contractor except for non-payment of the service contract by the County. Contractor also agrees to submit all service contract invoices and billing in a timely manner.All service contract requirements shall apply if equipment is purchased or leased. The service contract shall include network interface support, unlimited supplies of a1.1_ toner, all developer, drums, all consumable parts, toner waste containers, and all other supply items excluding paper.The service contract shall include all parts and Preventive Maintenance(PM)parts as required by the equipment manufacturer to keep all equipment operating within manufacturer specifications. Contractor will be required to use Original Equipment Manufacturer(OEM)parts County of Orange RCA-017-23010022 Page 39 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No..2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:04DA9DOE-523A-4103-BF26-70DA10AOE2F8 and supplies when servicing the fleet of equipment.Replacement of PM parts shall occur according to the manufacturer's schedule. The service contract shall also include all travel time,mileage,and labor. B. Service billing shall occur Quarterly in Arrears based on actual usage, with no minimum volume guaranteed. Rates are as listed below: Segment: Year I: Year 2: Year 3: Year 4: Year 5: Copier/MFD-35PPM B/W $0,00297 B/W $0.00297 B/W $0.00318 B/W $0.00343 B/W $0.00379 B/W Copier/MUD-45PPM B/W $0,00297 B/W $0.00297 B/W $0.00318 B/W $0.00343 B/W $0.00378 B/W Copier/MUD-55PPM B/W $0,00297 BIW $0.00297 B/W $0.00318 BIW $0.00343 B/W $0.00378 B/W Copier/MFD-65PPM B/W $0.00297 BIW $0.00297 B/W $0.00318 B/W $0.00343 B/W $0.00378 BIW Co ier/MFD-75PPM B/W $0.00297 BIW $0.00297 B/W $0.00318 BIW $0.00343 B/W $0.00378 BIW Copier/MFD-85PPM B/W $0.00297 B/W $0.00297 B/W $0.00318 B/W $0.00343 BIW $0.00378 B/W Copier/MFD-95PPM B/W $0.00297 B/W $0.00297 B/W $0,00318 BIW $0.00343 B/W $0.00378 B/W Copier/MFD-35PPM $0.00297 BIW $0.00297 BIW $0.00318 BIW $0.00343 B/W $0.00378 B/W Color $0.0347 Color $0.0347 Color $0.0371 Color $0.04 Color $0.044 Color Copier/MFD-45PPM $0.00297 B/W $0.00297 B/W $0.00318 BIW $0.00,343 B/W $0.00378 B/W Color $0.0347 Color $0.0347 Color $0.0371 Color $0.04 Color $0.044 Color Copier/MFD-55PPM $0.00297 B/W $0.00297 B/W $0.00318 B/W $0.00343 B/W $0.00378 BIW Color $0.0347 Color $0.0347 Color $0.0371 Color $0.04 Color $0.044 Color Copier/MFD-65PPM $0.00297 BIW $0.00297 B/W $0.00318 B/W $0.00343 BIW $0.00378 BIW Color $0.0347 Color S0.0347 Color $0.0371 Color $0.04 Color $0.044 Color Copier/MFD-75PPM $0.00297 BIW $0.00297BIW $0.00318 BIW $0,00343 B/W $0.00378 B/W Color $0.0297 Color $0.0297 Color $0.0371 Color $0.04 Color $0.044 Color Segment, Year I: Year 2; Year 3: Year 4: Year 5: Production Copier/IviF`D- $0.00297 B/W $0,00297 BIW $0.00318B/W $0,00343 BIW $0.00378 B/W 11 OPPM B/W Production Copier/MFD- $0,00297 BIW $0.00297 B/W $0.00318B/W $0.00343 B/W $0.00378 B/W 120PPM B/W Production Copier/MFD- $U0297 BIW $0.00297 B/W $0,00318 B/W $0.00343 B/W $0.00378 B/W 75PPM Color $0,0297 Color $0.0297 Color $0.0318 Color $0.0343 Color $0.0378 Color MFP-30PPM BIW(Laser) $0.044 BIW $0.044 B/W $0.047 B/W $0.051 BIW $0.056 B/W MFP-30PPM BIW(Laser) $0.044 BIW $0.044 B/W $0.047 B/W $0.051. B/W $0.056 B/W Software Compatible MFP-30PPM Color(Laser) $0.044 BIW $0.044 BIW $0.047 B/W $0.051 BIW $0.056 BIW $0.24 Color $0.24 Color $0.257 Color $0.278 Color $0.306 Color MFP-30PPM Color(Laser) $0.044 BIW $0.044 B/W $0.047 B/W $0.051 B/W $0.056 B/W Software Compatible $.24 Color $.24 Color $0.257 Color $0.278 Color $0.306 Color MFP-50PPM BIW Laser $0.044 BIW $0.044 B/W $0.047 BIW $0.051 B/W$0.056 BIW MFP-50PPM BIW(Laser) $0.044 BIW $0.044 BIW $0.047 B/W $0.051 BIW $0.056 BIW Software Compatible $0.24 Color $0.24 Color $0.257 Color $0.278 Color $0.306 Color MFP-50PPM Color(Laser) $0.044 B/W $0.044 B/W $0.047 B/W $0.051 B/W $0.056 B/W $0.24 Color $0.24 Color $0.257 Color $0.278 Color $0.306 Color MFP-50PPM Color(Laser) $0.044 B/W $0.044 B/W $0.047 BIW $0.051 B/W $0.056 BIW Software Com atible $0.24 Color $0.24 Color $0.257 Color $0.278 Color $0.306 Color Printer-30PPM BIW $0.044 BIW $0.044 B/W $0.047 BIW $0.051 B/W $0.056 BIW (Laser) Printer-30PPM Color $0.044 B/W $0.044 BIW $0.047 BIW $0.051 BIW $0.056 BIW aser $0.24 Color $0.24 Color $0.257 Color $0.278 Color $0.306 Color Printer-50PPM B/W $0.044 B/W $0.044 BIW $0.047 B/W $0.051 BIW $0.056 B/W Laser Printer-5OPPM Color $0.044 BIW $0.044 B/W $0.047 BIW $0.051 BIW $0.056 BIW Laser $0.24 Color $0.24 Color $0.257 Color $0.278 Color 0.306 County of Orange RC.4-017-23010022 Page 40 of 87 County Procurement Office C3 Office Solutions LLC,d8a C3 Tech Pile No..2337101 l)igitaI Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 ATTACHMENT B PAYMENT AND COMPENSATION 1. COMPENSATION: This is a firm-fixed fee Contract between County and Contractor of Digital Multifunctional Copiers, Related Accessories and Services as set forth in Attachment A, Scope of Work. Contractor agrees to accept the specified compensation as set forth in this Contract as full payment for performing all services and furnishing all staffing and materials required,for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by Contractor of all its duties and obligations hereunder. Contractor shall only be compensated as set forth herein for work performed in accordance with the Scope of Work. County shall have no obligation to pay any sum in excess of the fixed rates specified herein unless authorized by amendment in accordance with Articles C & P of County Contract Terms and Conditions. II. PAYMENT TERMS: Payment will be net thirty(30)calendar days after receipt of an invoice in a format acceptable to County. Invoices will be verified and approved by County and subject to routine processing requirements. The responsibility for providing an acceptable invoice to County for payment rests with Contractor. Incomplete or incorrect invoices are not acceptable and will be returned to Contractor for correction. Billing shall cover services and/or goods not previously invoiced, Contractor shall reimburse County for any monies paid to Contractor for goods or services not provided or when goods or services do not meet the contract requirements. Payments made by County shall not preclude the right of County from thereafter disputing any items or services involved or billed under this contract:and shall not be construed as acceptance of any part of the goods or services. M. Price Increase/Decreases: No price increases will be permitted during the first period of Contract. County requires documented proof of cost increases on Contracts prior to any price adjustment. A minimum of 30-days advance notice in writing is required to secure such adjustment. No retroactive price adjustments will be considered.All price decreases will automatically be extended to County of Orange. County may enforce,negotiate, or cancel escalating price Contracts or take any other action it deems appropriate,as it sees fit. The net dollar amount of profit will remain firm during the period of Contract. Adjustments increasing Contractor's profit will not be allowed. IV. Firm Discount and Pricing Structure: Contractor guarantees that prices quoted are equal to or less than prices quoted to any other local, State or Federal government entity for services of equal or lesser scope. Contractor agrees that no price increases shall be passed along to County during the term of this Contract not otherwise specified and provided for within this Contract. V. Contractor's Expense: Contractor will be responsible for all costs related to photo copying,telephone communications and fax communications while on County sites during the performance of work and services under this Contract. VI. Payment Terms: Any purchase invoices are to be submitted following delivery and acceptance.Any lease invoices are to be submitted in advance, once per period as determined by option selected by County,for the fixed cost by item to the user agency/department to the ship-to address,unless otherwise directed in this Contract. Service invoices are to be submitted quarterly in arrears based on actual usage and aligned with the County's fiscal year. Contractor shall reference Contract number on invoice. Payment will be net 30 days after receipt of an invoice in a format acceptable to County of Orange and verified and approved by the agency/department and subject to routine processing requirements. The responsibility for providing an acceptable invoice rests with Contractor. County of Orange RCA-01 7-2301 002 2 Page 41 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech Fide No.:2337101 Digital Multifunctional Copiers,Printers,Software,.Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-l3F26-70DA1 GAO E2F8 Billing shall cover services and/or goods not previously invoiced. Contractor shall reimburse County of Orange for any monies paid to Contractor for goods or services not provided or when goods or services do not meet Contract requirements. Payments made by County shall not preclude the right of County from thereafter disputing any items or services involved or billed under this Contract and shall not be construed as acceptance of any part of the goods or services. VII. Taxpayer ID Number: Contractor shall include its taxpayer ID number on all invoices submitted to County for payment to ensure compliance with IRS requirements and to expedite payment processing. VIII. Payment—Invoicing Instructions: Contractor will provide an invoice on Contractor's letterhead for goods delivered anchor services rendered. In the case of goods, Contractor will leave an invoice with each delivery. Each invoice will have a number and will include the following information; a. Contractor's name and address b. Contractor's remittance address, if different from 1 above C. Contractor's Taxpayer ID Number d. Name of County Agency/Department C. Delivery/service address f. Contract TBD g. Agency/Department's Account Number h. Date of invoice i. Product/service description.,quantity,and prices j. Sales tax,if applicable k. Freight/delivery charges,if applicable 1. Total The responsibility for providing an acceptable invoice to County for payment rests with Contractor. Incomplete or incorrect invoices are not acceptable and will be returned to Contractor for correction. County's Project Manager, or designee, is responsible for approval of invoices and subsequent submittal of invoices to the Auditor-Controller for processing of payment. *Please send invoices accordink to the instructions by each De artment, DL Payment (Electronic Funds Transfer (EFT): County of Orange offers contractors the option of receiving payment directly to their bank account via an Electronic Fund Transfer(EFT)process in lieu of a check payment. Payment made via EFT will also receive an Electronic Remittance Advice with the payment details via e-mail. An e-mail address will need to be provided to The County of Orange via an EFT Authorization Form. To request a form,please contact the agency/department Procurement Buyer listed in Contract. Upon completion of the form, please mail, fax, or email to the address or phone listed on the form. County of Orange RC4-01 7-230I0022 Page 42 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:233710I Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSlgn Envelope ID:D4DA9D0B-523A-4103-BF26-70DA10A0B2F8 ATTACHMENT C STAFFING PLAN Z. KEY PERSONNEL Respondents must identify all key staff members proposed to be assigned to the Contract if awarded to Respondent. Respondent shall provide the following information on each proposed staff member to be assigned to the Proposed Contract. Use additional sheets as needed. Name Classification/ Year of Years with Professional Licenses Designation Experience Company or Credentials Tony Sanchez CEO 30+ 11 Tricia Sanchez CFO 30+ 11 Davis Tran VP of 10 10 Operations Dennis McCabe Service 30+ 6 Sharp and Canon Manager Certified Technician Sandra Magazzu AR 30+ 7 Scott Sanchez Sales Manager 3 3 The substitution or addition of other key individuals in any given category or classification shall be allowed only with prior written approval of County Project Manager or designee. II. SUBCONTRACTORS Listed below are subcontractor(s) anticipated.by Contractor to perform services as specified in Attachment A. Substitution or addition of Contractor's subcontractors in any given project function shall be allowed only with prior written approval of County's Project Manager. Contact Name and Telephone Number Company Name&Address Project Function - Not Applicable County of Orange RCA-017-23010022 Page 43 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech Pile No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope 1D:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 ATTACHMENT D HARDWARE CATALOG AND HARDWARE PRICING I. Hardware Segments: B/W Copier/MFD: Copy/Print/Scan A. Minimum Requirements for the B/W Copier/MFD Segments 1. Copier/NffD-35 PPM B/W 2. Copier/WD-45 PPM B/W 3. Copier/MFD- 55 PPM B/W 4. Copier/WD-65 PPM BIW 5. Copier/MFD-75 PPM B/W 6. Copier/WD- 85 PPM B/W 7. Copier/MFD-95 PPM B/W All proposed devices must meet the followin minimum requirements. Device General _Prin!jnS DPI Must have minimum cn 1 rint DPI of 600 x 600 d i Accepted Paper . Avery Labels(from By-Pass Tray) Types . Envelopes(from the By-Pass Tray) • Cover Stock(from the By-Pass Tray)Minimum.Weight: 110 lb. • Index Paper(from the By-Pass Tray)Minimum Weight:90 lb. • Recycled Paper up to and including 100%Post-Consumer Waste(PCW)paper s Zoom range 25%to 400% Duplexing Min paper size.8.5 x 1 l Max paper size: I 1 x 17 Network Printing Controller Type Devices must have Embedded Print Controllers w/NIC Card Driver(s) CV=nt drivers for the proposed devices: PCL Version:5e or 6 Additional Remote Administration:The Print Controller must allow TT the ability to access the Controller device from the network and perform administrative functions remotely without Requirements on additional software. device Secure/Private I Confidential Printing:This must include all hardware,i.e.,hard drive and/or memory,and software required to be fully functional without additional software. For devices with Print driver functionality must allow the user to select all finishing options as applicable -finishing options based on the configuration of the device. Scanning Scanner • .Scan to Email output/destination a .Scan to Network • Scan to File Folder • Scan to Cloud Drive Scanner . PDF output/file type: . JPEG Scanner Minimum . minimum Scan DPI of 600 x 600 dpi Resolution: AD and LDAP All devices must support all functions and applications of Active Directory's central authentication and authorization services as implemented by IT through the use of LDAP directory services. Document Feeder: Minimum RADF Minimum paper size of 8.5 x 11 Maximum paper size of 11 x 17 Document feed capacity minimum of 50-sheets County of Orange RCA-01 7-23 01 0 02 2 Page 44 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocoSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 1. Minimum Speed 35PPM:Copier/MFD-35PPM B/W Segment a. Required Equipment Make/Model: Sham BP-50M36 Purchase Price: $ 1,746.00 Device Speed: 36 PPM B/W Scanner Speed: 80 IPM Minimum,required sources/sheets: Paper Tray Description: Paper Tray Capacity: Bypass tray/50 sheet(s) 100-sheet(or 20 envelope)bypass tray Sheets: 100 Adjustable up to I I x 17/500 sheet(s) 550-sheet Paver Drawer Sheets: 550 Adjustable up to I I x 17/500 sheet(s) 550-sheet Paper Drawer Sheets: 55 Additional Included Source(if applicable) Sheets: Additional Included Source(if applicable) Sheets: Paper Sources(pricing for any tray listed above must be included in Purchase Price) b. Optional Equipment Additional Purchase Price (Please print"Inc."if included or Optional Equipment Description: Manufacturer Part# "NA"if not available PostScript level 3 Print Driver: #MX-PK13L 120 Scanner upgrade to Single Pass Duplex Scanning: #NA NA Color Scanning: #Inc $Inc Scans in a Searchable PDF file format: ffinc Inc Faxing(analog): #BP-FX11 $240 Additional Paper Tray(8.5 x 1.1): #BP-DE15 480 Minimum of 1,000 Sheets Sheets:2100 Work/Utility Table or Surface: #MX-UTl0 $67.20 Convenience Stapler(please note if this is #3806V864 $163.80 included in above Work/Utility Table or Surface): Option 1.:Inner: 1-Tray Stacker with Stapling: #BP-FNI 1 $446.40 Min:Tray 1: 500-sheets; Meets requirements? Min:stapling 50-sheets and 3 positions Yes No Option 2:Inner: 1-Tray Stacker with Stapling 624 and 3-hole punch: #BP-FNI I+BP-PN14B Min:Tray L 500-sheets; Meets requirements? Min:stapling 50-sheets and 3 positions: Yes 0 No Min:3-hole punchwith 2-positions Option 3:External: I-Tray Stacker with Stapling: #BP-FN13 912 Min:Tray 1:500-sheets; Meets requirements? Min:stapling 50-sheets and 3 positions Yes No Option 4:External:2-Tray Stacker with Stapling $1,320.00 and 3-hole punch: #BP-FN15+MX-PN16B Min:Tray 1:250-sheets;Tray 2: 500-sheets; Meets requirements? Min: stapling 50-sheets and 3 positions: Yes No Min: 3-hale punch with 2-positions Coin Op Unit that accepts change and bills Make/Model ACDI S1,737.00 #EX2000-B+7000EFS+ PCConnect County of Orange RCA-017 23010022 Page 45 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech Fide No.:2337101 DigitalMuldfunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9D0E-523A-4103-BF26-7DDA1 OAOE2F8 2. Minimum Speed 45PPM: Co ier/MFD-45PPM BIW Se went a. Required Equipment Make/Model: Sharp BP-50M45 Purchase Price: $1,925.00 Device Speed: 45 PPM BIW Scanner Speed: 801PM Minimum,required sources/sheets: Paper Tray Description: Paper Tray Capacity: 100-sheet(or 20 enyelo e Bypass tray/50 sheet(s) bypass tray Sheets; 100 Adjustable up to 11 x 17/500 sheet(s) 550-sheet Paper.Drawer Sheets:550 Adjustable up to 11 x 171500 sheet(s) 550-sheet Paper Drawer Sheets:550 Stand/3 x 550-sheet Paper LCT 8.5 x 11 /1,000 sheet(s) Drainers Sheets: 1100 Additional Included Source(if applicable) Sheets: Additional Included Source(if applicable) Sheets: Paper Sources(pricing for any tray listed above must be included in Purchase Price) b. Optional E ui ment Additional Purchase Price (Please print"Inc."if included or"NA"if not Optional Equipment Description: Manufacturer Part# available PostScript level 3 Print Driver: #MX-PK13L 120 Scanner upgrade to Single Pass Duplex Scanning: #NA SNA Color Scanning: #Inc $Inc Scans in a Searchable PDF file format: #Inc Inc Faxing(analog): #BP-FX11 240 Work/Utility Table or Surface: #MX-UT10 $67,210 Convenience Stapler(please note if this is # 3806V864 $163,80 included in above Work(Utility Table or Surface Option 1:Inner.1-Tray Stacker with.Stapling: #BP-F'N11 $446.40 Min:Tray 1:500-sheets; Meets requirements? Min:stapling 50-sheets and 3 positions ELYes No Option 2:Inner:1-Tray Stacker with Stapling 624.00 and 3-hole punch: #BP-FN11+BP PN14B Min:Tray 1:500-sheets; Meets requirements? Min:stapling 50-sheets and 3 positions: ELYes No Min:3-hole punch with 2-positions Option 3.External: I-Tray Stacker with Stapling: #BP-FN13 $912.00 Min:Tray 1:500-sheets; Meets requirements? Min:stapling 50-sheets and 3 positions Yes No Option 4:External:2-Tray Stacker with Stapling $1,320.00 and 3-hole punch: #BP-FN15+MX-PN16B Min:Tray 1:250-sheets;Tray 2:500-sheets; Meets requirements? Min:stapling 50-sheets and 3 positions: aYes 0 No Min: 3-hole punch with 2-positions County of Orange RCA-01 7-23 01 0 022 Page 46 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunedonal Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 3. Minimum Speed 55PPM: Copier/MFD-55PPM BIW Segment a. Required Equipment Make/Model: Sharp BP-50055 Purchase Price: $2,142.40 Device Speed: 55 PPM B/W Scanner Speed: 80 IPM Minimum required sources/sheets: Paper Tray Description: Pa er Tra Ca aci 100-sheet(or 20 envelope) Bypass tray/50 sheet(s) bypass tray Sheets: 100 Adjustable up to 11 x 17/500 sheet(s) 550-sheet Paper Drawer Sheets:550 Adjustable up to 11 x 17/500 sheet(s) 550-sheet Paper Drawer Sheets:550 2,100-sheet Split'Tandem LCT 8.5 x 11 /2,000 sheet(s) Paper Drawers Sheets:2100 Additional Included Source(if applicable) Sheets: Additional Included Source(if applicable) Sheets: Paper Sources(pricing for any tray listed above must be included in Purchase Price) b. Optional Equipment Additional Purchase Price (Please print"Inc."if included or"NA"if not Optional Equipment Description: Manufacturer Part# available PostScript level 3 Print Driver: #MX-PK13L Scanner upgrade to Single Pass Duplex Scanning: #'—SA $NA #Inc Inc Scans in a Searchable PDF file format: #Inc $Inc. Faxing(analog): #MX-FX11 240 Work/Utility Table or Surface: #BP-UT IQ $67.20 Convenience Stapler(please-note if this is # 3806VS64 $163.80 included in above WorkfUtility Table or Surface): Option 1:External.: 1-Tray Stacker with Stapling: #BP-FN13 $912 Min:Tray 1: 1,000-sheets; Meets requirements? Min:stapling 50-sheets and 3 positions aYes 0 No Option.2:External:2-Tray Stacker with Stapling $1,320.00 and 3-hole punch: #BP-FN15+MX-PN16B Min:Tray 1:250-sheets;Tray 2: 1,000-sheets; Meets requirements? Min:stapling 50-sheets and 3 positions: M Yes No Min:3-hole punch with 2-positions County of Orange .RCA-017-23010022 Page 47 of V County Procurement Office C3 Office Solutions LLC,dba C3 Tech Pile No.:23371#1 Digital Multifunctional Copiers,Printers,Sojhvare,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 4. Minimum Soeed 65PPM: Copier/MFD_-65PPM BIW Segment a. Required Equipment Make/Model: Sbarp BP-50065 Purchase Price: $2,667.40 Device Speed; 65 PPM B/W Scanner Speed: 80 IPM Minimum,required sources/sheets: Paper Tray Description: Paper Tray Ca aoi : 100-sheet(or 20 envelope) Bypass tray/100 sheet(s) bypass tray Sheets: 100 Adjustable up to 11 x 17/500 sheet(s) 550-sheet Paper Drawer Sheets: 550 Adjustable up to I I x 17/500 sheets) 550-sheet Paper Drawer Sheets:550 2,100-sheet Split Tandem LCT 8.5 x 11/2,000 shect(s) Paper Sheets:2100 Additional included Source(if applicable) Sheets: Additional Included Source(if applicable) Sheets: Paper Sources(pricing for any tray listed above must be included in Purchase Price) b. Optional Equipment Additional Purchase Price (please print"Inc."if included or"NA"if not Optional Equipment Description: Manufacturer Part# available) PostScript level 3 Print Driver: # MX-PK13L 120 Scanner upgrade to Single Pass Duplex Scanning: #NA $NA Color Scanning: # Inc Inc Scans in a Searchable PDF file format: #Inc Inc Faxing(analog): # MX-FX1i S240 Additional Paper Tray(8.5 x 11): # BP-LC10 S398.40 Minimum of 2,000 Sheets Sheets: 3000 Work(Utility Table or Surface: # BP-UT10 67.20 Convenience Stapler(please note if this is # 3806V864 $163.80 included in above Work(Utility Table or Surface : Option 1:External: 1-Tray Stacker with Stapling: # BP-FN13 $912 Min:Tray 1: 1,000-sheets; Meets requirements? Min:stapling 50-sheets and 3 positions ELYes No Option 2:External:2-Tray Stacker with Stapling $1,320 and 3-hole punch: # BP-FN15+MX-PNI6B Min:Tray 1:250-sheets;Tray 2: 1,000-sheets; Meets requirements? Min:stapling 50-sheets and 3 positions: Z Yes No Min:3-hole punch with 2-positions County of Orange RC4-01 7-23 01 0 022 Page 48 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related ABCe5SOrIeS and Services DocuSign Envelope 0:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 5. Minimum Speed 75PPM: Couier/MFD-_75PPM B/W Segment a. Required Equipment Make/Model: Sharp BP-70M75 Purchase Price: $4,244.72 Device Speed: 75 PPM B/W Scanner Speed: 140 IPM Minimum,required sources/sheets: Paper Tray Description: Paper Tray Capacity: 100-sheet bypass tray Bypass tray/100 sheets) aetter/legal/ledgcr/statemcnt) Sheets: 100 500-sheet bypass tray Sheets:500 Adjustable up to 11 x 17/500 sheet(s) (letter/legal/ledger/statement) 500-sheet bypass tray Sheets:500 Adjustable up to 1 l x 17/500 sheet(s) letter/le l/le er/statement Tray i -1250 sheets(letter). I.,CT 8.5 x 11/2,000 sheet(s) Tandem Tray 2-850 sheets(letter) Sheets:2100 Additional Included Source(if applicable) Sheets: Additional Included.Source(if applicable) Sheets: Paper Sources(pricing for any tray listed above must be included in Purchase Price) b. Optional Equipment Additional Purchase Price (Please print"Inc."if included or"NA"if not Optional Equipment Description.- Manufacturer Part# available .PostScript level 3 Print Driver: #Inc Inc Scanner upgrade to Single Pass Duplex Scanning: #Inc Inc Color Scanning. #Inc $Inc Scans.in a Searchable PDF file format: #Inc $Inc Faxing(analog): ##BP-FX11 $240 Additional Paper Tray(8.5 x 11): #BP-LC 11 $398.40 Minimum of 2,000 Sheets Sheets:3500 Work/Utility Table or Surface: #NA $NA Convenience Stapler(please note if this is #3806V864 $163.80 included in above Work/Utility Table or Surface): Option 1:External: 1-Tray Stacker with Stapling: #MX-FN34 $1,083.84 Min:Tray 1: 1,000-sheets; Meets requirements? Min:stapling 50-sheets and 3 positions ELYes CINo Option 2:External:2-Tray Stacker with Stapling $1,261.44 and 3-hole punch: #MX-FN34+MX-PNI6B Min:Tray 1:250-sheets;Tray 2: 1,00-sheets; Meets requirements? Min:stapling 50-sheets and 3 positions: ZLYcs 0 No Min:3-hole punch with 2-positions County of Orange RCA-0I7-23 01 0 02 2 Page 49 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSlgn Envelope ID:D4DA9DOE-523A-4103-BF26-701DA1OAOE2F8 6. Minimum Speed 85PPM: Co ier/MFD-85PPM B/W Se ment a. Required Equipment Make/Model: Sharp BP-70M90 Purchase Price: $5,900.72 Device Speed: 90 PPM. AV Scanner Speed: 140 IPM NEMA ID: NEMA 5-20 Minimum,required sources/sheets, Paper Tray Description:. Paper Tray Capacity: 100-sheet bypass tray Bypass tray/100 sheet(s) (letter/le ae l/ledger/statement} Sheets: 100 500-sheet bypass tray Sheets:500 Adjustable up to 11 x 17/500 sheet(s) (letter/legal/ledger/statement) 500-sheet bypass tray Sheets: 500 Adjustable up to 11 x 17/500 sheet(s) (letter/le ag l/ledger/statement) Tray 1 - 1250 sheets(letter), LCT 8.5 x 11/2,00.0 sheets) Tandem Tray 2-850 sheets etter Sheets:2100 Additional Included Source(if applicable) Sheets: Additional Included Source(if applicable) Sheets. Paper Sources(pricing for any tray listed above must be included in Purchase Price) b. Optional Equipment Additional Purchase Price (Please print"Inc,"if included or"NA"if not Optional Equipment Description: Manufacturer Part# available PostScript level 3 Print Driver: #Inc Scanner upgrade to Single Pass Duplex Scanning: #hie Color Scanning: #Inc Scans in a Searchable PDF file format: #hie Inc Additional Paper Tray(8.5 x 11). #BP-LC11 3$ 98.40 Minimum of 2,000 Sheets Sheets: 3500 Work/Utility Table or Surface: #BP-UT1fl $67.20 Convenience Stapler(please note if this is #3806V864 $163.80 included in above Work[Utflity Table or Surface). Option 1:External: 1-Tray Stacker with Stapling: #MX-FN34 $1,083.84 Min:Tray 1: 1,000-sheets; Meets requirements? Min:stapling 50-sheets and 3 positions Z Yes El No Option 2:External:2-Tray Stacker with Stapling $1,261.44 and 3-hole punch: #MX-FN34+PN16B Min:Tray 1:250-sbeets;Tray 2: 1,000-sheets; Meets requirements? Min: stapling 50-sheets and 3 positions: 7 Yes FJ No Min: 3-hole punch with 2-positions County of Orange RCA-0I7-230I0022 Page 50 of 87 County Procurement Office C3 Offtce Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 7. Minimum Speed 95PPM: Co ier/MFD-95PPM B/W Segment a. Required Equipment Make/Model: MX-M1056 Purchase Price: $9,508.56 Device Speed: 105 PPM B/W Scanner Speed: 240 IPM NEMA 11): NEMA 6-20 Minimum required sources/sheets: Paper Tray Description: Pa er Tra Capacity- Bypass tray/100 sheet(s) 100-sheet multi-bypass tray Sheets: 100 500 sheets Sheets: 500 Adjustable up to i 1 x 171500 sheet(s) (letter/legal/ledger/statement/) 2"x 18" 500 sheets Sheets:500 Adjustable up to 11 x 17 1500 sheet(s) (letter/legal/ledger/statement/1 2"x 18") Tandem Tray 1 - 1200 sheets LCT 8.5 x 11/2,000 sheet(s) (letter size),Tandem Tray 2- 800 sheets(letter size) Sheets:2000 Additional Included Source(if applicable) Sheets: Additional Included Source(if applicable) Sheets: Paper Sources(pricing for any tray listed above must be included in Purchase Price) b. Optional Equipment Additional Purchase Price (Please print"Inc."if included or"NA"if not Optional Equipment Description: Manufacturer Part# available PostScript level 3 Print Driver; #Inc 11ne Scanner upgrade to Single Pass Duplex Scanning: #Inc $Inc Color Scanning: #Inc $Inc Scans in a Searchable PDF file format, #Inc Additional Paper Tray(8:5 x 11): #MX-LC12 $46 Minimum of 2,000 Sheets Sheets:3500 Work/Utility Table or Surface, #NA Convenience Stapler(please note if this is #3806V864 $163.80 included in above Work/Utility Table or Surface): Option 1:External: 1-Tray Stacker with Stapling: #Inc $Inc Min:Tray 1: 1,000-sheets; Meets requirements? Min:stapling 50-sheets and 3 positions aYes ELNo Option 2:External:2-Tray Stacker with Stapling $379.20 and 3-bole punch: #MX-PN13B Min:Tray 1:250-sheets;Tray 2: 1,000-sheets; Meets requirements? Min:stapling 50-sheets and 3 positions: N Yes n No Min-.3-bole punch with 2- ositions County of Orange RCA-017 23010022 Page 51 of 87 County Procurement Office C3 Office Solutions LLC,dha C3 Tech Pile No..2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Enveiope ID:D4DA91)0r=-523A-4103-8F26-70DA10AOE2F8 H. Hardware Segments: Color Copier/1VIFD: Couy/Print/Scan A. Minimum Requirements for the Color Copier/MFD Segments 1. Copier/NIl~D-35PPM Color 2. Copier/MFD-45PPM Color 3. Copier/1VIFD-55PPM Color 4. Copier/MFD-65PPM Color 5. Copier/MFD-75PPM Color All proposed devices must meet the following minimum requirements. Device General -Printing DPI Must have minimum copylprint DPI of 600 x 600 d i Accepted Paper a Avery Labels(from By-Pass Tray) Types a Envelopes(from the By-Pass Tray) • Cover Sock(from the By-Pass Tray)Minimum Weight: 110 Ib. • Index Paper(from the By-Pass Tray)Minimum Weight:90 lb. 4 Recycled Paper up to and including 100%Post-Consumer Waste(PCW)paper • Zoom range 25%to 400% Duplexing Min paper size. 8.5 x 1 I Max paper size: 11 x 17 Network Printing Controller T Devices must have Embedded Print Controllers w/NIC Card Driver(s) Current drivers for the proposed devices: PCL Version:5e or 6 PostScript Level 3 Print Driver Additional Remote Administration:The Paint Controller must allow IT the ability to access the Controller device from the network and perform administrative functions remotely without Requirements additional software. Secure/Private/Confidential Printing:This must include all hardware,i.e.,hard drive and/or memory,and software required to be fully functional without additional software. For devices with Print driver functionality must allow the user to select all finishing options as applicable -finishing options based on the configuration of the device. scanning Color Scannin Scanner . Scan to Email output/destination s Scan to Network • Scan to File Folder Scan to Cloud Drive ,Scanner • PDF output/file type:. . IPFG Scanner • minimum Scan DPI of 600 x 600 dpi Resolution: AD and LDAP All devices must support all functions and applications of Active Directory's central authentication and authorization services as implemented by IT through the use of LDAP directory services. Document Feeder: Minimum RADF Minimum paper size of 8.5 x 11 Maximum paper size of 11 x 17 Document feed capacity minimum of 50-shcets County of Orange RC4-017 23010022 ,,Page 52 of 87 County Procurement Office C3 Office Solutions LLC dba C3 Tech .File No..2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-EF26-70DA10AOE2F8 1. Minimum Speed 35PPM: Copier/Ml{D-35PPM Color Segment a. Required Equipment Make/Model: Sharp BP-50C36 Purchase Price: $2,279.60 Device Speed: 35 PPM B/W Device Speed: 35 PPM Color Scanner Speed: 80rPM Minimum,required sources/sheets: Paper Tray Description: Pa er Tra Ca aci : 100-sheet or 20 envelope) Sheets: 100 Bypass tray/100 sheet(s) bypass 1raX paper drawer 550 sheets Sheets:550 Adjustable up to 11 x 17/500 sheet(s) Getter/le agal/ledger/stint. size) a er drawer 550 sheets Sheets:550 Adjustable up to 11 x 17/500 sheet(s) (letter/le ag l/ledger/stint. size) Additional Included Source(if applicable) Sheets: Additional Included Source(if applicable) Sheets: Paper Sources(pricing for any tray listed above must be included in Purchase Price) b. Optional Equipment Additional Purchase Price (Please print"Inc."if included or"NA"if not Optional Equipment Description: Manufacturer Part# available Scanner upgrade to Single Pass Duplex Scanning: #1AA Scans in a Searchable PDF file format: #Inc Inc Faxing(analog): #BP-FX.1I 240 Additional Paper Tray(8.5 x 11): #BP-DE15 $480 Minimum of 1,000 Sheets Sheets:2100 Option 1:Inner: 1-Tray Stacker with Stapling: #BP-FNl l $446.40 Min:Tray 1:250-sheets; Meets requirements? Min: stapling 50-sheets and 3 positions R Yes No Option 2:Inner.: 1-Tray Stacker with Stapling 624 and 3.-hole punch: #BP-FN1 I+MX-PN14B Min:Tray 1:500-shects; Meets requirements? Min:stapling 50-sheets and 3 positions: Yes No Min:3-hole punch with 2-positions Option 3:External: 1-Tray Stacker with Stapling: #BP-FN13 720 Min:.Tray 1:250-sheets; Meets requirements? Min:stapling 50-sheets and 3 position Yes No Option 4:External:2-'fray Stacker with Stapling 1 128 and 3-hole punch: #BP-FN15+MX-PN15B Min:Tray 1:250-sheets;Tray 2: 1,000-sheets; Meets requirements? Min:stapling 50-sheets and 3 positions: F Yes No Min:3-hole punch with 2-positions Coin Op Unit that accepts change and bills Make/Model ACDI 1 737 #EX2000-B+7000EFS+ PCConnect County of Orange RCA-017 23010022 Page 53 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services Docu Sign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 2. Minimum Speed 45PPM: Co ier/MFD-45PPM Color Se ment a. Required Equipment Make/Model: Sharp BP-50C45 Purchase Price: $2,420.85 Device Speed: 45 PPM B/W Device Speed. 45 PPM Color Scanner Speed: 80 IPM Minimum r.. aired sources/sheets: Paper Tray Description., Paper Tray Capacity: 100-sheet(or 20 envelope) Bypass tray/100 sheet(s) bypass tray Sheets: 100 paper drawer 550 sheets Sheets:550 Adjustable up to 11 x 17/500.sheet(s) (letter/le ag Uledgcrlstmt. size) paper drawer 550 sheets Sheets:550 Adjustable up to 11 x 17/500 sheets) QgAer/legalAcdger/stint. size) 2 paper drawer 550 sheets LCT 8-5 x 11/1,000 sheet(s) etter/le al/1 eQlstmt- size Sheets: 1100 Additional Included Source(if applicable) Sheets: Additional Included Source(if applicable) Sheets: Paper Sources(p3rioing for any tray listed above must be included in Purchase Price) b. Optional Equipment Additional Purchase Price (Please print"Inc"if included or"NA"if not Optional Equipment Description: Manufacturer Part# available Scanner upgrade to Single Pass Duplex Scanning: #NA Scans in a Searchable PDF file format- #NA SNA Faxing(analog): #BP-FX11 $240 Option 1:External: 1-Tray Stacker with Stapling: #BP-FN13 720 Min:Tray 1:250-sheets; Meets requirements? Min:stapling 50-sheets and 3 positions ELYes D No Option 2:External:2-Tray Stacker with Stapling $1,128 and 3-hole punch: #BP-FN15+MX-PN15B Min:Tray 1:250-sheets;Tray 2: 1,000-sheets; Meets requirements? Min:stapling 50-sheets and 3 positions: Yes F No Min:3-hole punch with 2-positions County of Orange RCA-017-23010022 Page 54 of 87 County Procurement Office C3 OfceSolutlons LLC,dba C3 Tech File No..2337101 Digital Maldfunedonal Copiers,Printers,Svj3ware,Related Accessories and Services DocuSigrn Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2FS 3. Minimum Speed 55PPM: Colpier/MFD-55PPM Color Segment a. Required Equipment Make/Model: Sham BP-50055 Purchase Price: $3,042,80 Device Speed: 55 PPM B/W Device Speed: 55 PPM Color Scanner Speed: 80 IPM Minimum,required sources/sheets: Paper Tray Description: Paper Tray Capacity: 100-sheet(or 20 envelope) Bypass tray/100 sheet(s) bypass tray Sheets: 100 Paper Drawer 550 sheets Sheets:550 Adjustable up to l I x 17/500 sheet(s) (Letter/le ag llled er/g stunt) Paper Drawer 550 sheets Sheets:550 Adjustable up to 11 x 17/500 sheet(s) Oetter/legal/ledger/stint) (2)paper drawer 550 sheets LCT 8.5 x 11 / 1,000 sheet(s) (letter/le agal/ledger/stint. size) ' Sheets:2100 Additional Included Source(if applicable) Sheets: Additional Included Source(if applicable) Sheets. Paper Sources(pricing for any tray listed above must be included in Purchase Price) b. Optional Equipment Additional Purchase Price (Please print"Inc."if included or"NA"if not Optional Equipment Deseri tiou: Manufacturer Part# available Scanner upgrade to Single Pass Duplex Scanning: #NNA NA Scans in a Searchable PDF file format: #Inc $Inc Faxing(analog): #BP-FX11 240 Additional Paper Tray(8.5 x 11): #BP-I.C10 $348.40 Minimum of2,000 Sheets Sheets: 3000 Option 1:External: 1-Tray Stacker with Stapling: #BP-FN13 $720 Min: Tray 1: 1000-sheets; Meets requirements? Mite;stapling 50-sheets and 3 positions aYes 0 No Option 2:External:2-Tray Stacker with Stapling iUL8 and 3-hole punch: #BP-FN15+MX-PN15B Min:Tray 1:250-shects;Tray 2: 1,000-sheets; Meets requirements? Min'. stapling 50-sheets and 3 positions: ZLYes No Min:3-hole punch with 2-positions Option 3:External:2-Tray Stacker with Stapling, $1,982.40 3-hole punch,and Booklet Maker: #BP-FN16+MX-PN16B Min:Tray 1:250-shects;Tray 2: 1,000-sheets; Meets requirements? Min: stapling 50-sheets and 3 positions: Yes ELNo Min:3-hole punch with 2-positions County of Orange RCA-01 7-23 0 1 0 022 Page 55 of 87 County Procurement Office C3 Office Solutions LLC,dha C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-l3F26-70DA10AOE2F8 4. Minimum Speed 65PPM: Copier/MFD-65PPM Color Segment a. Required Equipment Make/Model: Sharp BP-50065 Purchase Price: $3,447.60 Device Speed: 65 PPM B/W Device Speed: 65 PPM Color Scanner Speed: 80 IPM NEMA ID: NEMA 5-20 Minimum,required sources/sheets: Paper Tray Description: Pa er Tra 'Ca aci : Bypass tray 1100 shect(s) 100-sheet(or 20 envelope) Sheets: 100 bypass tray 550 sheets Sheets:550 Adjustable up to 11 x 17/500 sheet(s) Ietterlle al/led er/stement/12" x 18" 550 sheets Sheets:550 Adjustable up to 12 x 18 1500 sheet(s) (letter/legal/ledger/stement112" x 18" 1100 sheets (lettedlegalAedger/stement/12" LCT 8.5 x 11/1,OQ0 sheet(s) x 18" Sheets: 1100 Additional Included Source(if applicable) Sheets: Additional Included Source(if applicable) Sheets: Paper Sources(pricing for any tray listed above must be included in Purchase Price) b. Optional Equipment Additional Purchase Price (Please print"Inc."if included or"NA"if not Optional Equipment Description: Manufacturer Part# available Scanner upgrade to Single Pass Duplex Scanning: #Inc Inc Scans in a Searchable PDF file format: #Inc $Inc Faxing(analog): #BP-FX11 240 Additional Paper Tray(8.5 x 11): #BP-LC10 $398.40 Minimum of 2,000 Sheets Sheets: 3000 Option 1:External: 1-Tray Stacker with Stapling: #BP-FN13 720 Min:Tray 1: 1000-sheets; Meets requirements? Min;stapling 50-sheets and 3 positions Yes No Option 2:External:2-Tray Stacker with Stapling $1,128 and 3-hole punch: #BP-FN15+MX-PN15B Min:Tray 1:250-sheets;Tray 2: 1,000-sheets; Meets requirements? Min:stapling 50-sheets and 3 positions: o Yes nNo Min:3-hole punch with 2-positions Option 3:External:2-Tray Stacker with Stapling, $1,982.40 3-hole punch,and Booklet Maker: #BP-FN16+MX-PN16B Min:Tray 1:250-sheets;Tray 2: 1,000-sheets; Meets requirements? Min:stapling 50-sheets and 3 positions: M Yes No Min:3-hole punch with 2-positions. County of Orange RCA-017-23010022 Page 56 of 87 County Procurement Office C3 Offlee Solutions.t',.LC,dba C3 Tech File No,:2337101 Digital Mulls;functional Copiers,Printers,Software,Related Accessories and Services DocuSlgn Envelope ID:04DA9DOE-523A-4103-BF26-70DA10AOE2F8 5. Minimum Speed 75PPM: CoAier/MFD-75PPM Color Segment a. Required Equipment Make/Model: Sharp MX-8081 Purchase Price: $7.011.40 Device Speed: 80 PPM B/W Device Speed: 80 PPM Color Scanner Speed: 240 IPM NEMA ID: NEMA 6-20 Minimum,required sources/sheets: Paper Tray Paper Tray Description: Capacity: 100 sheets Bypass tray/100 sheet(s) (letter/le ag l/ledger/statement/monarch Sheets: 100 or COM10 envelopes/l2"x 18") 500 sheets Sheets:500 Adjustable up to 11 x 17/500 sheet(s) (letter/legabgedger/statement 12"x 18") 500 sheets Sheets:500 Adjustable up to 12 x 18/500 sheet(s) (letter/leg_aUledger/statement/12"x 18") Tandem Tray 1-1200 sheets(letter LCT 8,5 x 11/ 1,000 sheet(s) size),Tandem Tray 2-800 Sheets letter Sheets:2000 size Additional Included Source(if applicable) Sheets: Additional Included Source(if applicable) Sheets: Paper Sources(pricing for any tray listed above must be included in Purchase Price) b. Optional Equipment Additional Purchase Price (Please punt"Inc."if included or"NA'if not Optional Equipment Description: Manufacturer Part# available Scanner upgrade to Single Pass Duplex Scanning: #Inc $Inc Scans in a Searchable PDF file format: ##Inc $Inc Faxing(analog): #MX-FX15 $227.52 Additional Paper Tray(8.5 x 11)., # MX-LC12 456 Minimum of 2,000 Sheets Sheets: 3500 Option 1:External: 1-Tray Stacker with Stapling: #Inc slac Min:Tray 1: 1000-sheets; Meets requirements? Min:stapling 50-sheets and 3 positions Yes 13 No Option 2:External:2-'fray Stacker with Stapling $177.60 and 3-hole punch: #MX-PN16B Min:Tray 1:250-sheets;Tray 2: 1,000-sheets; Meets requirements? Min:stapling 50-sheets and 3 positions: Yes FJ No Min:3-hole punch with 2-positions Option 3:External:2-'fray Stacker with Stapling, #MX-FN35+MX-PN16B $988.80 3-hole punch,and Booklet Maker: Meets requirements? Min:Tray 1:250-sheets;Tray 2: 1,000-sheets; Yes n No Min: stapling 50-sheets and 3 positions: Min: 3-bole puneb with 2-positions_ County of orange RCA-017-23010022 Page 57 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No,:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:04DA900E-523A-4103-BF26-74DA10AOE2F8 III. Hardware Segments: BIW Production Copier/MFD: Copy/PrInt/Scan A. Minimum Requirements for the B/W Production Copier/MFD Segments 1. Production Copier/MFD- 110 PPM B/W 2. Production Copier/MFD- 120 PPM BIW All proposed devices must meet the N12l yin minimum requirements, Device General Printing DPI Must have minimum copy/print DPI of 1200 x 600 d i Accepted Paper a Paper Weight-300 gsrn,duplex Types a Recycled Paper up to and including 100%Post-Consumer Waste(PCW)paper Duplexing Min paper size: 8.5 x 11 Max paper size: 12 x 18 Network Printing For devices with Print driver functionality must allow the user to select all finishing options as applicable -finishing options based on the configuration of the device. -Scanning Color Scanning Scanner a Scan to Email output/destination a Scan to Network a Scan to File Folder a Scan to Cloud Drive Scanner a PDF output/file type: a JPEG Scanner a minimum Scan DPI of 1200 x 600 dpi Resolution: Document Feeder: Minimum RADF Minimum paper size of 8.5 x 11 Maximum paper size of 11 x 17 Document feed capacity minimum of 200-shects The Remainder of This Page Intentionally Left Blank County of Orange RCA-017-23010022 Page 58 of 87 Cou►v Procurement Office C3 Offue Solutions LLC,dha C3 Tech Fide No.:2337101 Digital Multtfuncdanal Copiers,Printers,Sof7ware,Related Accessories and Services DoauSign Envelope ID:D4DA9DOE-523A-4103-BF26-74DA10AOE2F8 1. Minimum Speed 11OPPM: Production Copier/MFD-11OPPM B/W Segment a. Required Equipment Make/Model: Sharp MX-M1206 Purchase Price: $12,275.40 Device Speed: 120 PPM B/W Scanner Speed: 2401PM Name/Description of Standard Controller. Standard Copier Controller NEMA ID: NEMA 6-20 Minimum,required sources/sheets: Paper Tray Description: Paper Tray Capacity: 500 sheets Sheets:500 Adjustable up to 12 x 18/500 sheet(s) (letter/lega]Aedger/statement/) 2"x 18" 500 sheets Sheets:500 Adjustable up to 12 x 18/500 sheet(s) Getter/legal/ledger/statement/1 2"x 18" 5000 sheet large capacity 2 LCT 8.5 x 11-12 x 18/1,000 sheets) drawer air feed tray Sheets:2500 5000 sheet lame capacity 2 Sheets:2500 LCT 8.5 x 11—12 x 18/1,000 sheet(s) drawer air feed tray Additional Included Source(if applicable) Sheets: Additional Included Source(if applicable) Sheets: Paper.Sources(pricing for any tray listed above must be included in Purchase Price) b. Optional Equipment Additional Purchase Price (Please print"Inc."if included or Optional Equipment Description: Manufacturer Part# "NA"if not available Enhanced Controller Option:(please provide the net.cost difference between this enhanced MX-PE16+MX-PX16 $4,920 controller and the basic or standard controller you included in the required equipment). Scanner upgrade to Single Pass Duplex Scanning: #Inc Inc Color Scanning: #Inc $Inc Scans in a Searchable PDF file format: #Inc #MX-MF 11 456 Optional:By-Pass Tray 250-sheets Sheets: SOQ High-Capacity Feeder(8.5 x 11): #MX-LC12 $456 Minimum of 3,000 Sheets Sheets: 3500 High-Capacity Feeder(12 x 18): #MX-LC13N $2,249.28 Minimum of 3,000 Sheets Sheets:5000 Option 1:External:2-Tray Stacker with Stapling it MX-F'N21+MX PN13B 379.20 and 3-hole punch: .Min:Tray 1:250-shects;Tray 2: 1,000-shects; Meets requirements? 1Vlin; sta lin 50-sheets and 3positions: Yes El No County of Orange RC4-01 7-23 01 6022 Page 59 oj'87 County Procurement Ogee C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,,Related Accessories and Services DocuSign Envelope ID:NDA9D0E-523A-4103-BF26-70DAl GAO E2F8 Min:3-hole punch with 2-positions Option 2:External:2-Tray Stacker with Stapling, #MX-FN22+MX-PN13B $1,492.80 3-hole punch,and saddle stitch Booklet Maker: Meets requirements? Min;Tray 1:250-sheets;Tray 2: 1,000-sheets; Yes No Min:stapling 50-sheets and 3 positions: Min:3-hole punch with 2-positions Interleaving #Inc Ric- Post Sheet Insertion #b -CFl1 $1483.20 County of Orange RCA-01 7-23 01 00 22 Page 60 of 87 County Procurement Office C3 Office Soludons LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 2, Minimum Speed 120PPM: Production Copier/MF_D-120PPM BIW Segment a. Required Equipment Make/Model: Sharp MX-M1206 Purchase Price: $12,275.40 Device Speed: 120 PPM B/W Scanner Speed: 240 IPM Name/Description of Standard Controller. Standard Copier Controller NEMA ID: NEMA 6-20 Minimum,required sources/sheets: Paper Tray Description: Pa er Tra Ca aci : 500 sheets Sheets:500 Adjustable up to 12 x 18/500 sheet(s) (letter/le ag pledger/statement/) 2"x I 500 sheets Sheets:500 Adjustable up to 12 x 18/500 sheet(s) (letter/legapledger/statement/1 2"x18' 5000 sheet large capacity 2 LCT 8.5 x 11--12 x 18/1,000 shect(s) drawer air feed tray Sheets.2500 5000 sheet large capacity 2 Sheets:2500 LCT 8.5 x 11—12 x 18/1,000 sheet(s) drawer air feed tcay Additional Included Source(if applicable) Sheets: Additional Included Source(if applicable) Sheets: Paper Sources(pricing for any tray listed above must be included in Purchase Price) b. Optional Equipment Additional Purchase Price (Please print"Inc."if included or"NA"if not Optional Equipment Description: Manufacturer Part# available Enhanced Controller Option: (please provide the net cost difference between this enhanced MX-PE16+MX PX16 4920 controller and the basic or standard controller you included in the required equipment). Scanner upgrade to Single Pass Duplex Scanning: #Inc $Inc Color Scanning: #Inc $Inc Scans in a Searchable PDF file format: #Inc $Inc #MX-MF11 456 Optional:By-Pass Tray 250-sheets Sheets:500 High-Capacity Feeder(8,5 x 11); #MX-LC12 456 Minimum.of 3,000 Sheets Sheets: 5000 High-Capacity Feeder(12 x 18): #MX-LC13N 2 249.28 Minimum of 3,000 Sheets Sheets: 5000 Option 1:External: 2-Tray Stacker with Stapling $379.20 and 3-hole punch: #MX-FN2I+MX-PN13B Mier:Tray 1:250-sheets;Tray 2: 1,000-sheets; Meets requirements? Min:stapling 50-sheets and 3 positions: Yes F No Min:3-hole punch with 2-positions County of Orange RCA-01 7-23 01 0022 Page 61 of 87 County Procurement Office C3 Offwe Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,.Related Accessories and Services DoccSlgn Envelope ID:D4DA9DOE-523A-4103-BF26-700A10AOE2F8 Option 2:External:2-Tray Stacker with Stapling, #MX-FN22+MX-PN13E $1,492.80 3-hole punch,and saddle stitch Booklet Maker: Meets requirements? Min:Tray 1:250-sheets;Tray 2: 1,000-sheets; Yes 0 No Min:stapling 50-sheets and 3 positions: Min:3-hole p1jach with 2-positions Interleaving #Inc Post Sheet Insertion #MX-CF1l 1483.20 County of Orange RCA-01 7-23 01 0 022 Page 62 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 Hardware Segments: Color Production Copier/M){D: Cony/Print/Scan A. Minimum Requirements for the Color Production Copier/N UD Segments 1. Production Copier/MFD-75 PPM Color All proposed devices must meet the following minimum requirements. Device General Printing DPI Must have minimum co / not DPI of 1200 x 600 d i Accepted Paper . Paper Weight—300 gsm,duplex Types • Recycled Paper up to and including 100%Post-Consumer Waste(PCW)paper • Registration: 0.5mm front-to-back;0.25mm sheet-to-sheet.if not,describe the tolerances will you commit to for the contract period in the Information section. • Color calibration and balancing using Pantone Matching System is mandatory. Vendor guarantees color matching and balancing using the hardware/software proposed for the length of the contract period.Management of color calibration and balancing is assumed to be the responsibility of the vendor.If otherwise, please describe in the Information section. Duplexing Min paper size: 8.5 x 11 Max paper size: 12 x 18 Network Printing For devices with Print driver functionality must allow the user to select all finishing options as applicable finishing options based on the configuration of the device. Scanning Color Scanning Scanner . Scan to Email output/destination . Scan to Network • Scan to File Folder • Scan to Cloud Drive Scanner • PDF output/file type: a JPEG Scanner a minimum Scan DPI of 1200 x 600 dpi Resolution: Document Feeder: Minimum RADF Minimum paper size of 8.5 x 11 Maximum paper size of 11 x 17 Document feed cgaciX minimum of 200-sheets The Remainder of This Page Intentionally Left Blank County of Orange RCA-01 7-23 01 0 0 22 Page 63 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337IOI Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope M:D4DA9D0E-523A-4103-6F26-70DA10AOE2F8 1. Minimum Speed 75PPM:Production CopieriMFD-75PPM Color Segment a. Required Equipment Make/Model: Sharp MX-8081 Purchase Price: $7,889.45 Device Speed: 80 PPM B/W Device Speed: 80 PPM Color Scanner Speed: 240 IPM Name/Description of Standard Controller: Standard Sharp Controller NEMA ID: NEMA 6-20 Minimum required sources/sheets; Paper Tray Description: Paver Tray Capacity. 500 sheets Sheets: 500 Adjustable up to 12 x 18/500 sheet(s) (letter/legal/ledger/statement/l 2"x18' 500 sheets Sheets: 500 Adjustable up to 12 x 18/500 sheet(s) (letterllegal/ledger/statement/l 2"x 18" Large Capacity 2 Drawer Air LCT 8.5 x 11-12 x 1S/1,500 sheet(s) Feed Tray(Letter,Legal Led Mr, 12xl8 Sheets:5000 Additional Included Source(if applicable) Sheets: Additional Included Source(if applicable) Sheets: Paper Sources(pricing for any tray Listed above must be included in Purchase Price) b. Optional Equipment Additional Purchase Price (Please print"Inc."if included or"NA" Optional Equipment Description: Manufacturer Part# if not available Enhanced Controller Option:(please provide the net cost difference between this enhanced MX-PEl54-MX-PX15 $2,509.44 controller and the basic or standard controller you included in the required equipment). Scanner upgrade to Single Pass Duplex Scanning: #ItI�c $Inc Optional:By-Pass Tray 250-sheets #MX MF11 $455.04 Sheets: 500 High-Capacity Feeder(8.5 x I I): #MX-MF12 456 Minimum of 3,000 Sheets Sheets:3500 High-Capacity Feeder(12 x 18): #MX-LC13N $2,560.32 Minimum of 3,000 Sheets Sheets:5000 Option 1:External:2-Tray Stacker with Stapling $177.60 and 3-hole punch: #MX-PN16B Min:Tray 1:250-sheets;Tray 2: 1,000-sheets; Meets requirements? Min: stapling 50-sheets and 3 positions: Yes F1 No Min: 3-hale punch with 2-positions Option 2:External:2-Tray Stacker with Stapling, #MX-FN35+MX-PN16B $988.80 3-hole punch,and saddle stitch Booklet Maker: Meets requirements? Min:Tray 1:250-sheets;Tray 2: 1,000-sheets; R Yes No Min:stapling 50-sheets and 3 positions: Min:3-hole punch with 2-positions Interleaving #Inc Post Sheet Insertion #MX-CF11 $1,483.20 County of Orange RCA-01 7-23 01 002 2 Page 64 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech Fide No.:2337101 Digital Muldfune clonal Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 V. Hardware Segments:MFP(Multi-Function Printer)(Laser) A. Minimum Requirements for the MFP Laser Segments 1. MFP-30PPM B/W(Laser) 2. MFP-30PPM B/W(Laser)--Option:Compatible with Usage Tracking Software 3. MFP-30PPM Color(Laser) 4. MFP-30PPM Color(Laser)—Option: Compatible with Usage Tracking Software 5. MFP-50PPM BIW(Laser) 6. MFP- 50PPM B/W(Laser)—Option:Compatible with Usage Tracking Software 7. MFP-50PPM Color(Laser) 8. MFP-50PPM Color(Laser)—Option:Compatible with Usage Tracking Software All proposed devices must meet the following minimum requirements. Device General Printing DPI Must have minimum copy/print DPI of 600 x 600 d i Accepted a Address Labels(from By-Pass Tray) Paper Types a Envelopes(from the By-Pass Tray) a Re sled Paper up to and including 100%Post-Consumer Waste PG paper Duplexing Min paper size:8.5 x 1 i Max paper size:8.5 x 14 Network Printing Driver(s) Current drivers for the proposed devices: PCL Version:5e or 6 PostScript Level 3 Print Driver Additional Remote Administration:The Print Controller must allow IT the ability to access the Controller device from the network and perform administrative functions remotely without Requirements additional software. Scanning Color Scanning Scanner a Scan to Email - output/destinat • Scan to Network ion a Scan to File Folder a Scan to Cloud Drive; Scanner a PDF output/file a JPEG type: Scanner a minimum Scan DPI of 600 x 600 dpi Resolution: AD and LDAP All devices must support all functions and applications of Active Directory's central authentication and authorization services as implemented by IT through the use of LDAP - directory services. Document Minimum RADF Feeder: Minimum paper size of 8.5 x 11 Maximum paper size of 8.5 x 14 Document feed capacity minimum of 50-sheets County of Orange RCA-01 7-23 01 0 02 2 Page 65 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DAgDOE-523A-4103-BF26-70DA10AOE2F8 1. Minimum Speed 30PPM: Ml~P—30PPM B/W(Laser) Se ment a. Required Equipment Make/Model: ShMp MX-13427W Purchase Price: $472.50 Device Speed: 42 PPM BIW Scanner Speed: 96 IPM Minimum,required sources/sheets: Paper Tray Description: Paper Tray Capacity: Multi-Purpose Tray/100 shect(s) 100-sheet bypass tray_ Sheets: 100 Adjustable up to 8.5 x 14/250 sheet(s) Paper drawer 250 sheets Sheets:250 Additional Included Source(if applicable) Sheets: Paper Sources(pricing for any tray listed above must be included in Purchase Price) b. Optional Equipment Additional Purchase Price (Please print"Inc."if included or"NA"if not Optional Equipment Description: Manufacturer Part# available Additional Paper Tray(8.5:t 11): #MX-CS26 117 Minimum of 250 Sheets Sheets:550 #Inc Additional Dedicated Envelope Tray Inc Sheets: 100 Faxing(Analog) #Inc Inc Stand #35S8502 $320 The Remainder of This Page Intentionally Left dank County of Orange RCA-01 7-23 01 0 022 Page 66 of 87 County Procurement Office C3 Qfice Solutions LLC,dba C3 Tech File No.:2337101 Digital Molnfu'nclional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DAIOAOE2F8 2. Minimum Speed 30PPM: Software Compatible MFP—30PPM BIW(Laser)Segment a. Required Equipment Make/Model: Sharp MX-B427W Purchase Price: $472.50 Device Speed: 42 PPM B/W Scanner Speed: 96 IPM Minimum required sources/sheets: Paper Tray Description: Paper Tray Ca aci : Multi-Purpose Tray 1100 sheet(s) 100-sheet bypass tray Sheets: 100 Adjustable up to 8.5 x 14/250 sheet(s) Paper drawer 250 sheets Sheets:250 Additional Included Source(if applicable) Sheets: Must bave a touch screen interface. Yes❑No Paper Sources(pricing for any tray listed above must be included in Purchase Price) b. Optional Equipment Additional Purchase Price (Please print"Inc."if included or"NA"if not Optional Equipment Description: Manufacturer Part# available Additional Paper Tray(8.5 x l l): #MX-CS26 $117 Minimum of 250 Sheets Sheets. 550 #Inc Additional Dedicated Envelope Tray Inc Sheets: 100 Faxing(Analog) #Inc $Inc Stand 035S8502 320 The Remainder of This Page Intentionally Left Blank County of Orange RCA-017-23010022 Page 67 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No..2337101 Digital Multifunctional Copiers,Printers,Software,Related .Accessories and Services DocuSign Envelope ID:D4DA9OOE-523A-4103-BF26-70DA10AOE2F8 3. Minimum Speed 30PPM:AMP-30PPM Color(Laser)Segment a. Required Equipment Make/Model: Sharp MX-C407F Purchase Price: $ 1,286.40 Device Speed: 40 PPM B/W Device Speed: 40 PPM Color Scanner Speed: 601PM Minimum,re uired sources/sheets: Paper Tray Description: Pa er Tra Ca aci : Multi-Purpose Tray/ 100 sheets) 100-sheet b3Tass tra Sheets: 100 Adjustable up to 8.5 x 14/250 sheet(s) 550-sheet paper drawer Sheets:550 Additional Included Source(if applicable) Sheets: Paper Sources(pricing for any tray listed above must be included in Purchase Price) b. Optional Equipment Additional Purchase Price (Please print"Inc."if included or"IdA"if not Optional E ui meat Description: Manufacturer Pact# available Additional Paper Tray(8.5 x 11): #MX-CS 17 214.50 Minimum of 250 Sheets. Sheets: 550 #Inc Additional Dedicated Envelope Tray Inc Sheets: 100 Faxing(Analog) #Inc Inc Stand #4OC2300 320 The Remainder of This Wage Intentionally Lefl Blank County of Orange RCA-01 7-23 01 0022 Page 68 of 87 County Procurement Office C3 Office Soludons LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:04DAgDOE-523A-4103-BF26-70DA10AOE2F8 4. Minimum Speed 30PPM: Software Compatible MFP-30PPM Color(Laser)Segment a. Required Equipment Make/Model: Sharp MX-C407F Purchase Price: $ 1,286.40 Device Speed: 40 PPM B/W Device Speed: 40 PPM Color Scanner Speed: 60 IPM Minimum required sources/sheets: Papqjray Description: Paper Tray Capacity: Multi-Purpose Tray/100 sheet(s) I00-shect bypass tray Sheets: 100 Adjustable up to 8.5 x 14/250 sheet(s) 550-sheet a er drawer Sheets:550 Additional Included Source(if applicable) Sheets: Must have a touch screen interface. Yes Fl.No Paper.Sources(pricing for any tray listed above must be included in Purchase Price) b. Optional Equipment Additional Purchase Price (Please print"Inc."if included or"NA"if not Optional Equipment Description Manufacturer Part# available Additional Paper Tray(8:5 x l l)c #MX-CS17 $214.50 Minimum of 250 Sheets Sheets:550 #Inc Additional Dedicated Envelope Tray Inc Sheets: 100 Faxing(Analog) #Inc Inc Stand #40C2300 320 The Remainder of This Page Intentionally Left Blank County of Orange RC4-01 7-2301 002 2 Page 54 of87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File Na.:2337101 Digital ikfultifirnctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 5. Minimum S eed 50PPM:MFP-50PPM BIW(Laser)Segment a. Required Equipment Make/Model: Sharp MX-B557F Purchase Price: $2,376 Device Speed: 55 PPM B/W Scanner Speed: 150 IPM Minimum,required sources/sheets: Paper Tray Description- Paper TrayCa aei : Multi-Purpose Tray/100 sheet(s) 100-sheet bypass tray Sheets. 100 Adjustable up to 8.5 x 14/500 sheet(s) 550-sheet paper drawer Sheets:550 Additional Included Source(if applicable) Sheets: Paper Sources(pricing for any tray listed above must be included in Purchase Price) b. Optional Equipment Additional Purchase Price (Please print."Inc."if included or"NA"if not Optional Equipment Description: Manufacturer Part# available Additional Paper Tray(8.5 x 11): #MX-CS22 195 Miniminn of 500 Sheets Sheets:550 #Inc $Inc Additional Dedicated Envelope'fray Sheets: 100 Faxing(Analog) #Inc Inc Stand #SOG0855 $400 The Remainder of This Page Intentionally Left Blank County of Orange RCA-01 7-23 01 0 022 Page 70 of 87 County Procurement take C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Muldfunctional Copiers,.Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF28-70DA10AOE2F8 6. Minimum Speed 50PPM: Software Compatible M1iP-50PPM B/W(Laser)Se meat a. Required Equipment Make/Model: Sharp MX-13557F Purchase Price: $2.376 Device Speed: 55 PPM B/W Scanner Speed: 150 IPM Minimum,required sources/sheets: Paper Tray Description: Paver Tray Capacity- Multi-Purpose Tray/100 sheet(s) 100-sheet bypass tray Sheets: 100 Adjustable up to 8.5 x 141500'sheets) 550-sheet paper drawer Sheets:550 Additional Included Source(if applicable) Sheets: Must have a touch screen interface. Yes n No Paper Sources(pricing for any tray listed above must be included in Purchase Price) b. Optional Equipment Additional Purchase Price (Please print"Inc."if included or"NA"if not Optional Equipment Description: Manufacturer Part# available Additional Paper Tray(8.5 x 11): # -CS22 195 Minimum of 500 Sheets Sheets:550 #Inc Inc Additional Dedicated Envelope Tray Sheets: 100 Faxing(Analog) #Inc Inc Stand #50G0855 400 The Remainder of This Page Intentionally Left Blank County of Orange RC4-01 7-23 01 0 022 Page 71 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No..2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DAt0AOE2F8 7. Minimum Speed 50PPM:MFP-50PPM Color(Laser)Segment a. Required Equipment Make/Model: ShW MX-0507F Purchase Price: $2,210 Device Speed: 50 PPM B/W Device Speed: 50 PPM Color Scanner Speed: 601PM Minimum,required sources/sheets: Paper Tra Description: Paper Tra Capacity: Multi-Purpose Tray/100 sheet(s) 100-sheet byuass tray_ Sheets: 100 Adjustable up to 8.5 x 14/500 sheet(s) 550-sheetpaper drawer Sheets:550 Additional Included Source(if applicable) Sheets: Paper Sources(pricing for any tray listed sbove:must be included in Purchase Price) b. Optional Equipment Additional Purchase Price (Please print"Inc."if included or"NA"if not Optional Equipment Description: Manufacturer Part# available Additional Paper Tray(8.5 x 11)-. #MJC-CS 17 $214.50 Minimum of 500 Sheets Sheets: 550 #Inc ShN Additional Dedicated Envelope Tray Sheets: 100 Faking(Analog) #Inc Inc Stand #40C2300 320 The Remainder of This Page Intentionally Left Blank County of Orange RCA-01 7 23010022 Page 72 of 87 County,Procurement Office C3 Office Solutions LLC,dha C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-7ODAIOAOE2F8 S. Minimum Speed 50PPM: Software Compatible MFP-50PPM Color(Laser)Segment a. Required Equipment Make/Model: Sharp MX-0507F Purchase Price: $2,210 Device Speed: 50 PPM B/W Device Speed: 50 PPM Color Scanner Speed: 60 IPM Minimum,required sources/sheets: Paper Tray Description. Paper Tray Capacity: Multi-Purpose Tray/ 100 sheet(s) 100-sheet bypass tray Sheets: 100 Adjustable up to 8.5 x 14/500 sheet(s) 550-sheet pager drawer Sheets:550 Additional Included Source(if applicable) Sheets: Must have a touch screen interface. Yes❑No Paper Sources(pricing for any tray listed above insist be included in Purchase Price) b. Optional Equipment Additional Purchase Price (Please print"Inc."if included or"NA"if not Optional Equipment Description: Manufacturer Part# available AdditionalTaper Tray(8.5 x 11): #MX-CS17 $214.50 Minimum of 500 Sheets Sheets: 550 #Inc Inc -Additional Dedicated Envelope Tray Sheets: 100 - Faxing(Analog) #Inc Inc Stand #40C2300 320 The Remainder of This Page Intentionally Left Blank County of Orange RCA-01 7-23 01 0 02 2 Page 73 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Muld functional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 VI. Hardware Segments: Laser Printer A. Minimum Requirements for the Laser Printer Segments 1. Printer-30PPM B/W(Laser) 2. Printer-30PPM Color(Laser) 3. Printer-50PPM B/W(Laser) 4. Printer-50PPM Color(Laser) All proposed devices must meet the following minimum requirements. Device{General Printing DPI Must have minimum copy/print DPI of 600 x 600 d i Accepted • Address Labels(from By-Pass Tray) Paper Types . Envelopes(from the By-Pass Tray) • Recycled Paper up to and including 100%Post-Consumer Waste PC paper Duplexing Min paper size: 8.5 x 11 Max pVer size:8.5 x 14 Network Printing Driver(s) Current drivers for the proposed devices: PCL Version:5e or 6 PostScript Level 3 Print Driver The Remainder of This Page Intentionally Left Blank County of Orange RCA-017-23010022 Page 74 of 87 County Procurement Office C3 Offue Solutions LLC,d6a C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA8DOE-523A-4103-BF26-70DA10AOE2F8 1. Minimum Speed 30PPM:Printer-30PPM BIW(Laser)Segment a. Required Equipment Make/Model: Shari)MX-B427PW Purchase Price: $225•60 Device Speed: 42 PPM B/W Minimum,required sources/sheets: Paper Tray Description: Paper Tray Capacity: Tl Sheets: 100 Multi-Purpose Tray 1100 sheet(s) Adjustable up to 8.5 x 14/250 sheet(s) 550-sheet tray Sheets: 550 Additional Iucluded Source(if applicable) Sheets: Paper Sources(pricing for any tray listed above must be included in Purchase Price) b. Optional Equipment Additional Purchase Price (Please print"Inc."if included or"NA"if not Optional Equipment Description: Manufacturer Part# available Additional Paper Tray(8.5 x 11): #MX-CS26 $117 Minimum of 250 Sheets Sheets:550 The Remainder of This Page Intentionally Left Blank County of Orange RCA-01 7-23 01 0 022 Page 75 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DoGuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DAi0A0E2F8 2. Minimum Speed 30PPM: Printer-30PPM Color(Laser)Se went a. Required Equipment Make/Model: Sharp NIX-C407F Purchase Price: $ 1,286.40 Device Speed. 40 PPM B!W Device Speed: 40 PPM Color Minim required sources sheets: Paper TrayDescription: Paper TrayCapacity: Multi-Purpose Tray/100 sheet(s) 100-Sheet Bypass Tray Sheets: 100 Adjustable up to 8.5 x 14/250 sheet(s) 550-Sheet Paper Drawer Sheets:550 Additional included Source(if applicable) Sheets: Paper Sources(pricing for any tray listed above must be included in Purchase Price) b. Optional Equipment Additional Purchase Price (Please print"Inc."if included or"NA"if not Optional Equipment Description: Manufacturer Part# available Additional Paper Tray 8.5 x 1 i : #MX-CS 17 p Y( } $214.50 Minimum of 250 Sheets Sheets:550 The Remainder of This Page Intentionally Left Blank County of orange RC.4-417-23010022 Page 76 of 87 County Procurement Office C3 Ofj9ce Solutions LLC,dba C3 Tech File No..2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF28-70DA10AOE2F8 3. Minimum Speed 50PPM: Printer-50PPM B/W(Laser)Segment a. Required Equipment Make/Model: Sharp MX-B557P Purchase Price: $748.80 Device Speed: 55 PPM BAGV Minimum,required sources/sheets: Paper Tray Description: Pa er Tra Ca aci : Multi-Purpose Tray/100 sheet(s) i00-sheet bypass tray Sheets: 100 Adjustable up to 8.5 x 14/500 sheet(s) 550-sbcet tray Sheets:550 Additional Included Source(if applicable) Sheets: Paper Sources(pricing for any tray listed above must be included in Purchase Price) b. Optional Equipment Additional Purchase Price (Please print"Inc."if included or"NA"if not Optional Equipment Description: Manufacturer Part# available Additional Paper Tray(8.5 x 11):. #MX-CS23 199.88 Minimum of 500 Sheets Sheets:550 The Remainder of This Page Intentionally Left Blank County of Orange RCA-01 7-23 01 0 022 Page 77 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-SF26-70DA10AOE2F8 4. Minimum S eed 5OPPM: Printer-50PPM Color(Laser)Segment a. Required Equipment Make/Model: Sham MX-C607P Purchase Price: $ 1,137,60 Device Speed.: 60 PPM B/W Device Speed: 60 PPM Color Minimum,required sources/sheets: Paper Tray Description, Paper Tray Capacity: Multi-Purpose Tray/100 sheet(s) 100-sheet bypass tray Sheets: 100 Adjustable up to 8.5 x 14/500 sheets) 550-sheet tray Sheets:550 Additional Included Source(if applicable) Sheets: Paper Sources(pricing for any tray listed above must be included in Purchase Price) lb. Optional Equipment Additional Purchase Price (Please print"Inc."if included or"NA"if not Optional Equipment Description: Manufacturer Part# available Additional Paper Tray(8.5 x 11): #MX-CS 16 21.4.50 Minimum of 500 Sheets Sheets: 550 County of Orange RCA-01 7-23 01 0 022 Page 78 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech Pile No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9D0E-523A-4103-BF26-70DA10AOE2F8 ATTACIMENT E BUSINESS ASSOCIATE TERMS AND CONDITIONS A. GENERAL PROVISIONS AND RECITALS i. The parties agree that the terms used, but not otherwise defined below, shall have the same meaning as those terms in the Health Insurance Portability and Accountability Act of 1996 (HIPAA)as it may exist now or be hereafter amended. 2. It is agreed by both parties that Contractor is a Business Associate of County for the purposes of this Agreement. 3. It is understood by both parties that the HIPAA Security and Privacy Rules apply to the Contractor in the same manner as they apply to the covered entity(County). Contractor shall therefore at all times be in compliance with the applicable provisions of both the Privacy and the Security Rules as are described in Sections BA and B.5.below,and is responsible for complying with the issued regulations for said rules, as they currently exist or are hereafter amended, for purposes of safeguarding any Protected Health Information(PHI)used or generated by Contractor consistent with the terms of this agreement. 4. It is understood by both parties that the Privacy Rule does not pre-empt any state statutes,rules or regulations that impose more stringent requirements with respect to confidentiality of PHI. 5. County wishes to disclose certain information to Contractor pursuant to the terms of this Agreement,some of which may constitute PHI as defined in Section B.6,below. 6. County and Contractor intend to protect the privacy and provide for the security of PHI disclosed to the Contractor pursuant to this Agreement, in compliance with HIPAA and the regulations promulgated thereunder by the U.S.Department of Health and Human Services as they may now exist or be hereafter amended. B. DEFINITIONS 1. `Breach"means the acquisition,access,use, or disclosure of Protected Health Information in a manner not permitted under the HIPAA Privacy Rule which compromises the security or privacy of the Protected Health Information. a) For purposes of this definition, compromises the security or privacy of the Protected Health Information means poses a significant risk of financial, reputational, or other harm to the Individual. b) A use or disclosure of Protected Health Information that does not include the identifiers listed at§164.514(e)(2),date of birth, and zip code does not compromise the security or privacy of protected health information c) Breach excludes: i. Any unintentional acquisition, access, or use of Protected Health Information by a workforce member or person acting under the authority of a covered entity or a business associate,if such acquisition,access,or use was made in good faith and within the scope of authority and does not result in further use or disclosure in a manner not permitted County of Orange RCA-01 7-23 01 002 2 Page 79 of 87 County Procurement Office C3 Office Solutions LLC,dha C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,.Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10A0E2F8 under the Privacy Rule. ii. Any inadvertent disclosure by a person who is authorized to access Protected Health Information at a covered entity or business associate to another person authorized to access Protected Health Information at the same covered entity or business associate,or organized health care arrangement in which the covered entity participates, and the information received as a result of such disclosure is not further used or disclosed in a manner not permitted under the Privacy Rule. iii. A disclosure of Protected Health Infarmation where a covered entity or business associate has a good faith belief that an unauthorized person to whom the disclosure was made would not reasonably have been able to retain such information. 2. "Designated Record Set" shall have the meaning given to such term under the Privacy Rule, including,but not limited to,45 CFR Section 164.501. 3. "Individual" shall have the meaning given to such term under the Privacy Rule, including, but not limited to, 45 CFR Section 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR Section 164.502(g). 4. "Privacy__Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E. 5. "Security Rule" shall mean the Security Standards for the Protection of Electronic Protected Health Information at 45 CFR Part 160,Part 162,and Part 164, Subparts A and C." 6. "Protected Health Information" or"PHI" shall have the meaning given to such term under the Privacy Rule,including,but not limited to,45 CFR Section 160.103,as applied to the information created or received by Business Associate from or on behalf of Covered Entity. 7. "Required by Law"shall have the meaning given to such term under the Privacy Rule,including, but not limited to,45 CFR Section 164.103. S. "Secreta 'shall mean the Secretary of the Department of Health and Human Services or his or her designee. 9. "Unsecured Protected Health Information" means Protected Health Information that is not rendered unusable,unreadable,or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary of Health and Human Services in the guidance issued on the HHS Web site. C. OBLIGATIONS AND ACTIVITIES OF CONTRACTOR AS BUSINESS ASSOCIATE: 1. Contractor agrees not to use or disclose PHI other than as permitted or required by this Agreement or as required by law. 2. Contractor agrees to use appropriate safeguards to prevent use or disclosure of PHI other than as provided for by this Agreement. 3. Contractor agrees to mitigate, to the extent practicable, any harmful effect that is known to Contractor of a use or disclosure of PHI by Contractor in violation of the requirements of this Agreement. County of Orange RCA-617-23010022 Page 80 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services Docu$ign Envelope ID!D4DA9DOE 523A-4103-BF26-70DA10AOE2F8 4. Contractor agrees to report to County within five(5)business days any use or disclosure of PHI not provided for by this Agreement of which Contractor becomes aware. 5. Contractor agrees to ensure that any agent, including a subcontractor,to whom it provides PHI received from County, or created or received by Contractor on behalf of County, agrees to the same restrictions and conditions that apply through this Agreement to Contractor with respect to such information. 6, Contractor agrees to provide access, within fifteen (15) calendar days of receipt of a written request by County,to PHI in a Designated Record Set,to County or,as directed by County,to an Individual in order to meet the requirements under 45 CFR Section 164.524. 7. Contractor agrees to make any amendment(s) to PHI in a Designated Record Set that County directs or agrees to pursuant to 45 CFR Section 164.526 at the request of County or an Individual, within thirty(30)calendar days of receipt of said request by County. Contractor agrees to notify County in writing no later than ten(10) calendar days after said amendment is completed. 8. Contractor agrees to snake internal practices, books, and records, including policies and procedures and PHI,relating to the use and disclosure of PHI received from,or created or received by Contractor on behalf of County,available to County and the Secretary,in a time and manner as determined by County, or as designated by the Secretary, for purposes of the Secretary determining County's compliance with the Privacy Rule. 9. Contractor agrees to document any disclosures of PHI and to make information related to such disclosures available as would be required for County to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR Section 164.528. 10. Contractor agrees to provide County or an Individual,as directed by County,in a time and manner to be determined by County, that information collected in accordance with this Agreement, in order to permit County to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR Section 1.64.528, 11. Contractor shall work with County upon notification by Contractor to County of a Breach to properly determine if any Breach exclusions exist as defined in Section B.l.e. above. D. SECURITY RULE 1. Security. Contractor shall establish and maintain appropriate administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of electronic PHI. Contractor shall follow generally accepted system security principles and the requirements of the final HIPAA rule pertaining to the security of PHI. 2. Agents and Subcontractors. Contractor shall ensure that any agent,including a subcontractor,to whom it provides electronic PHI, agrees to implement reasonable and appropriate safeguards to protect the PHI. 3. Security Incidents. Contractor shall report any"security incident"of which it becomes aware to County. For purposes of this agreement, a security incident means the attempted or successful unauthorized access,use, disclosure, modification, or destruction of information or interference County of Orange RCA-01 7-23 01 0022 Page 81 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 with system operations. This does not include trivial incidents that occur on a daily basis, such as scans,"pings",or unsuccessful attempts to penetrate computer networks or servers maintained by Contractor. E. BREACH DISCOVERY AND NOTIFICATION 1. ]Following the discovery of a Breach of Unsecured Protected Health Information,Contractor shall notify County of such Breach, however both parties agree to a delay in the notification if so advised by a law enforcement official,pursuant to 45 CFR 164.412. 2, A Breach shall be treated as discovered by Contractor as of the first day on which the Breach is known to the Contractor, or by exercising reasonable diligence, would have been known to Contractor. 3. Contractor shall be deemed to have knowledge of a Breach if the Breach is known, or by exercising reasonable diligence would have known, to any person who is an employee, officer, or other agent of the Contractor,as determined by federal common law of agency. 4. Contractor shall provide the notification of the Breach without unreasonable delay,and in no case later than five(5)business days after a Breach. 5. Contractor's notification may be oral, but shall be followed by written notification within 24 hours of'the oral notification. Thereafter,Contractor shall provide written notification containing the contents stated below,within five(5)business days. Contractor shall be required to provide any other information relevant to the Breach in writing,as soon as discovered,or as soon as the information is available. 6. Contractor's notification shall include,to the extent possible: a) The identification of each Individual whose unsecured protected health information has been, or is reasonably believed by Contractor to have been, accessed, acquired, used, or disclosed during the Breach, b) Any other information that County is required to include in the notification to Individual.it must provide pursuant to 45 CFR§164.404(c), at the time Contractor is required to notify County, or promptly thereafter as this information becomes available, even after the regulatory sixty(60)day period set forth in 45 CFR§ 164.410(b)has elapsed,including: i. A brief description of what happened, including the date of the Breach and the date of the discovery of the Breach,if known; ii. A description of the types of Unsecured Protected Health Information that were involved in the Breach (such as whether full name, social security number, date of birth, home address,account number, diagnosis, disability code,or other types of information were involved); iii. Any steps Individuals should take to protect themselves from potential harm resulting from the Breach; iv. A brief description of what Contractor is doing to investigate the Breach, to mitigate harm to Individuals, and to protect against any future Breaches; and County of Orange RCA-01 7-23 0 1 002 2 Page 82 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech Fide No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-SF26-70DA10AOE2F8 v. Contact procedures for Individuals to ask questions or learn additional information, which shall include a toll-free telephone number, an e-mail address,Web site,or postal address. 7. County may require Contractor to provide notice to the Individual as required in 45 CFR § 164.404 if it is reasonable to do so under the circumstances,at the sole discretion of the County. 8. In the event that Contractor is responsible for,or suffers a Breach of Unsecured Protected Health hnformation,in violation of the Privacy Rule,Contractor shall have the burden of demonstrating that Contractor made all notifications to County as required by the Breach Notification regulations,or in the alternative,that the use or disclosure did not constitute a Breach as defined in 45 CFR§ 164.402. 9. Contractor shall maintain documentation of all required notifications required pursuant to this Agreement in the event of an impermissible use or disclosure of Unsecured Protected Health Information, or its risk assessment of the application of an exception to demonstrate that the notification was not required. 10. Contractor shall provide to County all specific and pertinent information about the Breach to permit County to meet its notification obligations under the HITECH Act,as soon as practicable, but in no event later than fifteen(15)calendar days after reporting the initial Breach to the County. 11. Contractor shall continue to provide all additional pertinent information about the Breach to County as it may become available,in reporting increments of fifteen(15)calendar days after the last report to County. Contractor shall also respond in good faith to any reasonable requests for further information,or follow-up information after report to County, when such request is made by County. 12. Contractor shall bear all expense or other costs associated with the Breach,and shall reimburse County for all expenses County incurs in addressing the Breach and consequences thereof, including costs of investigation, notification, remediation, documentation or other costs associated with addressing the Breach. F. PERA/HTTED USES AND DISCLOSURES BY CONTRACTOR - 1. Except as otherwise limited in this Agreement, Contractor may use or disclose PHI to perform functions, activities, or services for, or on behalf of, County as specified in this Agreement, provided that such use or disclosure would not violate the Privacy Rule if done by County or the minimum necessary policies and procedures of County. G. OBLIGATIONS OF COUNTY 1. County shall notify Contractor of any limitation(s) in County's notice of privacy practices in accordance with 45 CFR Section 164.520, to the extent that such limitation may affect Contractor'use or disclosure of PHI. 2. County shall notify Contractor of any changes in, or revocation of,permission by an Individual to use or disclose PHI,to the extent that such changes may affect Contractor's use or disclosure County of Orange RCA-017-23016022 Page 83 of 87 County Procurement Office C3 Office Solutions LLC,d6a C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DAODOE-523A-4103-BF26-70DA10AOE2E8 of PHI. 3. County shall notify Contractor of any restriction to the use or disclosure of PHI that County has agreed to in accordance with 45 CFR Section 164.522, to the extent that such restriction may affect Contractor's use or disclosure of PHI. 4. County shall not request Contractor to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by County. H. BUSINESS ASSOCIATE TERNIINATION 1. Notwithstanding the Termination provisions set forth in this Agreement, the Agreement shall only terminate when all of the PHI provided by County to Contractor, or created or received by Contractor on behalf of County,is destroyed or returned to County, or if infeasible to return or destroy PHI, protections are extended to such information, in accordance with the termination provisions of this Section. 2. In addition to the rights and remedies provided in the Termination paragraph of this Agreement, upon County's knowledge of a material breach by Contractor of the requirements of this Paragraph,County shall either. a) Provide an opportunity for Contractor to cure the material breach or end the violation and terminate this Agreement if Contractor does not cure the material breach or end the violation within thirty(30)business days;or b) Immediately terminate this Agreement if Contractor has breached a material term of this Agreement and cure is not possible; or if neither termination nor cure is feasible, County shall report the violation to the Secretary of the Department of Health and Human Services. 3. Upon termination of this Agreement, all PHI provided by County to Contractor, or created or received by Contractor on behalf of County, shall either be destroyed or returned to County as provided in the Termination paragraph of this Agreement, and in conformity with the Privacy Rule. a) This provision shall apply to PHI that is in the possession of subcontractors or agents of Contractor. b) Contractor shall retain no copies of the PHI. c) In the event that Contractor determines that returning or destroying the PHI is infeasible, Contractor shall provide to County notification of the conditions that make return or destruction infeasible. Upon determination by County that return or destruction of PHI is infeasible, Contractor shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Contractor maintains such PHI. County of Orange RCA-017-23010022 Page 84 of 8 7 County Procurement Office C3 Office Solutions LLC,dha C3 Tech File No.:2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 ATTAcIImmw F CERTIFICATION FOR DATA REMOVAL Contractor certifies that: 1. Contractor has permanently removed all stored data from the hard drives and Cache memory from copier prior to: a. Transfer or sale of returned Copier from County, b. Trade-in on replacement equipment, c. Scrapping, d. Donation,and/or e. Destruction 2. The procedures associated with permanently removing all stored data from the hard drives and Cache memory that resides within Copiers is in compliance with NIST Special Publication 800- 88 Revision 1 and Department of Defense(DoD)5220.22—Guidelines far Media Sanitization. Copier Model Number: Copier Serial Number: Name(please print): Signature: Date: Department: Phone No: County of Orange RCA-01 7-2301 002 2 Page 85 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No..2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID_D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 ATTACHMENT G MIGRATION/TRANSITION PLAN 1. Migration/Transition Plan It is the user department's responsibility to coordinate and develop a detailed work plan with the existing and new Contractors.The plan will outline activities and technical components of a smooth transition/move with the least amount of equipment down time including but not limited to the following: 11. County Responsibilities: 1.1.1.User department shall provide thirty(30)days'notice to existing Contractor of its intent to terminate existing contract to switch to a new Contractor. 1.1.2.User department shall inform new Contractor of its intent to use their equipment and services. 1.1.3. User department shall coordinate with existing Contractor for hard drive removal(if applicable)or to erase any remaining data saved in the copier to be removed. 1.1.4.User department shall coordinate with new Contractor and develop a schedule for new copier drop off and set up. 1.1.5. User department shall provide any operational considerations,coordinate with new Contractor to define processes needed for the set up and installation of new copiers. 1.1.6. User department shall coordinate network connectivity efforts with County IT staff for the set-up and installation of copiers. 1.1.7. User department shall coordinate with New Contractor on new copier/equipment demo and training. 1.1.8.County shall coordinate and provide any other transition services as necessary. 1.2. Contractor Responsibilities(Existing and/or New Contractor 1.2.1. Existing Contractor shall work with user department in the removal of existing copiers, copier hard drive(if applicable)and/or erase any existing data inside the copier upon receipt of-notice of intent to terminate contract. 1.2.2.New Contractor shall work with appropriate IT,Procurement and/or department personnel to assess user department needs and coordinate a migration/transition schedule(as applicable). 1.2.3.New Contractor shall deliver,install and ensure equipment is according to user department specifications. 1.2.4.New Contractor shall provide equipment training(copier features/functionalities;meter reading,etc.)based on building sitcs and department requests. 1.2.5. Existing and/or New Contractor shall coordinate and provide any other transition services as necessary. 1.2.6. Contractor shall advise County of any and all specialized installation and environmental County site requirements,prior to order acceptance,delivery and installation of copier equipment as necessary. County of Orange RCA-01 7-23 01 002 2 Page 86 of 87 County Procurement Office C3 Office Solutions LLC,dba C3 Tech File No..2337101 Digital Multifunctional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 Exhibit 1 EQUIPMENT LEASE AGREEMENTS County of Orange .RCA-017 23010022 Page 87 of 87 County Procurement Offace C3 Office Soludons.LLC,dba C3 Tech File No.:2337101 Digital Multi;functional Copiers,Printers,Software,Related Accessories and Services DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DAIOAOE2F8 Technobw Services client centric consulting-managed service provider SLG Ft9r31/ Equipment Lease Agreement# e IPMENT Equipment MFG Model&Description Serial Number Accessories See attached schedule for additional Equipment/Accessories Billing Address: AE UimentLocation: Purchase Option:Fair Market Value C3 Technology Services tease Payment:$ (plus applicable taxes) Term: (months) 1536 E Warner Ave Billing Period: Monthly Quarterly ❑Seml-Annually Annually(Monthly if not checked) Santa Ana, CA 92705 The following additional payments are due on the date this Lease is signed by you: Advance Payment:$ (plus applicable taxes) Applied to: First []Last Document Fee:$75.00(included on first invoice) YOU HAVE SELECTED THE EQUIPMENT.THE SUPPLIER AND ITS REPRESENTATIVES ARE NOT AGENTS OF ANY ASSIGNEE OF LESSOR AND ARE NOT AUTHORIZED TO MODIFY THE TERMS OF THIS LEASE,YOU ARE AWARE OF THE NAME OF THE MANUFACTURER OF EACH ITEM OF EQUIPMENT AND YOU WILL CONTACT EACH MANUFACTURER FOR.A DESCRIPTION OF YOUR WARRANTY RIGHTS.WE MAKE NO WARRANTIES TO YOU,EXPRESS OR IMPLIED,AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,SUITABILITY OR OTHERWISE.WE PROVIDE THE EQUIPMENT TO YOU AS-IS.YOU AGREE TO USE THE EQUIPMENT ONLY IN THE LAWFUL CONDUCT OF YOUR BUSINESS,AND NOT FOR PERSONAL,HOUSEHOLD OR FAMILY PURPOSES.WE SHALL NOT BE LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGES-WE MAKE NO REPRESENTATION OR WARRANTY Of ANY KIND,EXPRESS OR IMPLIED,WITH RESPECT TO THE LEGAL,TAX OR ACCOUNTING TREATMENT OF THIS LEASE AND YOU ACKNOWLEDGE THAT WE ARE AN INDEPENDENT CONTRACTOR ANO NOT A FIDUCIARY OF LESSEE.YOU WILL OBTAIN YOUR OWN LEGAL,TAX AND ACCOUNTING ADVICE RELATED TO THIS LEASE AND WILL MAKE YOUR OWN DETERMINATION OF THE PROPER LEASE TERM FOR ACCOUNTING PURPOSES. EXCEPT AS PROVIDED IN SECTION 2,YOUR PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO CANCELLATION,REDUCTION OR SETOFF FOR ANY REASON WHATSOEVER.BOTH PARTIES AGREE TO WAIVE ALL RIGHTS TO A JURY TRIAL.THIS LEASE SHALL BE DEEMED FU ILLY EXECUTED AND PERFORMED IN THE STATE OF LESSEE'S PRINCIPAL PLACE. OF BUSINESS AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH SUCH LAWS. TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES,FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN,VERIFY AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT.WHAT THIS MEANS TO YOU-WHEN YOU OPEN AN ACCOUNT,WE WILL ASK FOR YOUR NAME,ADDRESS AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU.WE MAY ALSO ASK TO SEE IDENTIFYING DOCUMENTS. BY SIGNING THIS LEASE,YOU ACKNOWLEDGE RECEIPT OF PAGES 1 AND 2 OF THIS LEASE,AND AGREE TO THE TERMS ON PAGES 1 AND 2.ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY,EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE.TO PROTECT YOU AND US FROM MISUNDERSTANDING OR DISAPPOINTMENT,ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING,WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMEA T BETWEEN US,EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. TERMS AND CONDITIONS f. COMMENCEMENT OF LEASE. Commencement of this Lease and acceptance of the Equipment shall occur upon delivery of the Equipment to you("Commencement Date").To the extent that the Equipment Includes intangible property Or associated services such as periodic software licenses and prepaid database subscription rights,such intangible property shalt be referred to as"Software".You understand and agree that we have no right,title or interest In the Software and you will comply throughout the Terrr of this lease with any license and/or other agreement("Software License")entered into with the supplier of the Software ("Software Supplier').You are responsible for entering into any Software License with the Software Supplier no later than tha Commencement Date of this Lease.You agree to inspect the Equipment upon delivery and verify by telephone or In writing such information as we may require.If you signed a purchase order or slmllar agreement for the purchase of the Equipment,by signing This Lease you assign to us all of your rights,but none of your Obligations under It All attachments,accessories,replacements,replacement parts,substitutions,additions and repairs to the Equipment shall farm part of the Equipment under this Lease. 2, LEASE PAYME You agree to remit to us the lease Payment and all other sums when due and payable each Billing Period at the address we provide to you from time to dime-You agree that you will remit payments to us in the form of company checks(or personal checks in the case of sole proprietorships),direct debit ar wires only.You also agree cash and cash equivalents are not acceptable forms of payment for this Lease and that you will rot remit such forms of payment to us.Payment in any other form may delay processing or be returned to you.Furthermore,only you or your authorized agent as approved by us will remit payments to us.Lease Payments wilt include any height,delivery,installation and other expenses we finance on your behalf at your request.Lease Payments are due whether or not you receive an iwoloo.You authorize us to adjust the Lease Payments by not more than 15%to reflect any reconlIguratlon of the Equipment or adjustments to reflect applicable sales taxes or the cost of the Equipment by the manufacturer and/or Supplier. NON-APPROPRIATION OF FUNDS.You Intend to remit to us at Lease Payments and other payments for the full Term if funds are legally available.In the event you are not granted an approprlation of funds at any Lime during the Term for the Equipment or for equipment which is functionally similar to the Equipment and operating funds are not otherwise available In you to pay Lease Payments and other payments due and to become due under this Lease,and there Is no other legal procedure or available funds by or with which payment can be made to us,and the non-appropriation did not result from an act or omtesion dy you,you shall have the I to return the Equipment in accordance with Section 11 of this Lease and terminate this Lease on the last day of the Ps cal period for which appropriations were received without penalty or expense to you,except as to the portion of the Lease Payments forwhich funds shall have been appropriated and budgeted.At least thirty(30)days prior to the end of your fiscal period,your chief executive officer(or legal counsel)shall certify In writing that(a)funds have not been appropriated for the fiscal period;(b)such non-appropriation did not resuli from any act or failure to act by you;and(c)you have exhausted all funds legally available to pay Lease Payments.Ifyou terminate this Lease because of a non-approprlatan of funds,you may not purchase,lease or rent,during the subsoquentfiscal period,equipment performing the some functions as,or functions taking the place of,those performed by the Equipment provided,however,that these restrictions shall not be applloable If or to the extent that the application of these restrictions would affect the validity of this Lease.This Section 2 shall not permit you to terminate this Lease in order to acquire anyother Equipment orto allocate funds directly or indirectly to perform essentially the application for which the Equipment Is intended. 3- LEASE CHARGESYou agree to:(a)pay all costs and expenses associated with the use,maintenance,servicing,repair or replacement of the Equipment;(b)pay all fees,assessments,taxes and charges governmentally imposed upon Lessor's purchase,ownership,possession,leasing,renting,operation,central or use of the Equi pmert and pay all premiums and other costs of Insuring the Equipment;(c)reimburse us for all casts and expenses incurred In enforcing this Lease;and(d)pay all other casts and expenses for which you are obligated under this Lease((a)through(d)collectively referred to as"Lease Charges"). NOTWITHSTANDINO THE FACT THAT YOU MAY BE EXEMPT FROM THE PAYMENT OF PERSONAL PROPERTY TAXES,you acknowledge that as the owner of the Equipment,we may be required to pay personal property taxes,and you agree,at our discretion,fo either.(1)reimburse is for all personal property and other similar taxes and governmental charges associated with the ownership,possession or use of the Equipment when billed by the jurisdictions;or(2)remit 10 us each Billing Period cur estimate of the pro-rated equivalent of such fixes and governmental charges.In the event that the Billing Period sums includes a separately Continued on Page 2 C3 Technology Services (Lessee Fuii Legal Name) By:X 7 By:X Name: Narn@: Title: Title: Date: Date: Federal Tax ID: Page 1 of 2 C3 SLG 201 FMV mtm 10115 DocuSign Envelope ID:04DA9DOE-523A-4103-BF26-70DA10AOE2F8 stated estimate of personal property and other similar taxes,you acknowledge and agree that such amount represents our estimate of such taxes that will be payable with respect to the Equipment during the Term.As compensation for our internal and external costs in the administration of taxes related to each unit of Equipment,you agree to pay us a"Tax Administrative Fee"equal to$12 per unit of Equipment par year during the Term,not to exceed the maximum permitted by applicable law,The Tax Administrative Pae,at our sole discretion,may lee increased by an amount not exceeding 10%thereof far each subsequent year of the Term to mf€ect our increased cost of administration and we will notify you of any such Increase by indicating such increased amount in the relevant invoice or in such other manner as we may deem appropriate.We may take on your behalf any action required under this Lease which you fail to take,and upon receipt of our Invoice you will promptly pay our costs(Including insurance premiums and other payments to affiliates),plus reasonable processing fees.Restrictive endorsements on checks you send to us will riot reduce your obligations to us.We may charge you a return check or non-sufficient funds charge of$25 for any check which is returned by the bank for any reason(not to exceed the maximum amount permitted by law). 4. LATE CHARGES. For any payment which is not received within three(3)days of Its due date,you agree to pay a late charge not to exceed the higher of 10%of the amount due or$35(not to exceed the maximum amount permitted by law)as reasonable collection costs. 5. OWNERSHIP.USE,MAINTENANCE AND REPAIR. We own the Equipment and you have the right to use the Equipment under the terms of this Lease.Ifth€s Lease is deemed to be a secured transaction,you grant us a first priority security interest in the Equipment to secure all of your obligations under this Lease.We hereby assign to you all our rights under any manufacturer and/or supplier warranties,se long as you are not In default hereunder.You must keep the Equipment free of Hens.You may not remove the Equipment from the address Indicated on page 1 of this Lease without first obtaining our approval.You agres to:(a)keep the Equipment in your exclusive control and possession;(b)use the Equipment in conformity with all insurance requirements,manufacturers instructions and manuals;(c)keep the Equipment repaired and maintained in good working order and as required by the manufacturer's warranty,certification and standard full service maintenance contract;and(d)give us reasonable access to inspect the Equipment and its maintenance and other records. 6. INDEMNITY. You are responsible for all losses,damages,claims,infringement claims,injuries and attorneys'fees and costs,including,without limitation,those incurred In connection with responding to subpoenas, third party or otherwise("Claims"),incurred or asserted by any person,in any manner relating to the Equipment,including Its use,condition or possession.You agree to defend and Indemnify us against all Claims, although we reserve the right to control the defense and to select or approve defense counsel.This Indemnity continues beyond the termination of this Lease for acts or omissions which occurred dur€ng the Term of this Laasa.You also agree that this Lease has been entered into on the assumption that we are the owner of the Equipment for U.S.federal income tax purposes and will be entitled to certain U.S.federal income tax benefits available to the owner of the Equipment.You agree to Indemnify us for the lass of any U.S.federal Income tax benefits resulting from the failure of any assumptions in this Lease to be correct or caused by your acts or omissions Inconsistent with such assumption or this Lease.In the event of any such loss,we may increase the Lease Payments and other amounts due to offset any such adverse effect. 7. LOSS OR DAMAGE. If any item of Equipment is lost,stolen or damaged you will,at your option end cost,either:(a)repair the item or replace the Item with a comparable item reasonably acceptable to us;or(h)pay us the sum of:(1)all past due and current Lease Payments and Lease Charges;(It)the present value of all remaining Lease Payments and Lease Charges for the affected liem(s)of Equipmant,discounted at the rate of 6%per annum(or the lowest rate permitted by faw,whichever is higher);and(Ili)the Fair Markel Value of the effected items)of Equipment.We will Then transfer to you all our right,title and interest In the effected items) of Equipment AS-IS AND WHERE-IS,WITHOUT ANY WARRANTY AS TO CONDITION,TITLE OR VALUE.insurance proceeds shall be applied toward repair,replacement or payment hereunder,as applicable.In this Lease,"Fair Market Value"of the Equipment means its fair market value at the end of the Term,assuming good order and condition(except for ordinary wear and tear from normal use),as estimated by us.No such loss or damage shall relieve you of your payment obligations hereunder. S. INSURANCE. You agree,at your cost,be(a)keep the Equipment insured against all risks of physical loss or damage for its full replacement value,naming us as loss payee;and(b)maintain public liability insurance,covering personal Injury and Equipment damage for not less than$301 per occurrence,naming us as additional Insured.The policy must be Issued by an insurance carrier acceptable to us,must provide us with not less than 15 days'prior written notice of cancellation,non-renewal or amendment,and must provide deductible amounts acceptable to us.If you do not provide acceptable insurance,we have the right but no obligation to obtain insurance covering our interest(and only our interest)In the Equipment for the Lease Term and any renewals.Any Insurance we obtain will not Insure you against third party or liability claims and may be cancelled at any time.In the event that we elect to obtaln such Insurance,you will be required to pay us an additional amount each Billing Period for the cost of such Insurance and an administrative fee,the cost of which insurance and administrative fee may be more than the cost to obtain your own i nsumnce and on which we may make a pri S. DEFAULT. You wlll be in default under this Lease ft(a)you fall to remit to us any payment Wine ten(10)days of the due date or breach any other obligation under this Lease;(b)a petition Is filed by or against you or any guarantor under any bankruptcy or Insolvency law;(c)any representation made by you is false or misleading in any material respect;(d)you become insolvent,are liquidated or dissolved,merge,transfer a material portion ofyour ownership interest orassets,stop doing business,or assign rights or property for the benefit of creditors;or(e)you default under any other agreement with us or our assignees. 10. REMEDIES. If you default,we may do one or more of the following:(a)recover from you,AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY,the sum of:(1)all past due and current Lease Payments and Lease Charges;(ii)the present value of all remaining Lease Payments and Lease Charges,discounted at the rate of 6%per annum(or the lowest rate permitted by law,whichever Is higher);and (lii)the Fair Market Value of the Equipment(b)declare any other agreements between us In default;(c)require you to return all of the Equipment in the manner outlined in Section I1,or take possession of the Equipment,In which case we shall not be held responsible for any losses directly or indirectly arising out of,or by reason of the presence and/or use of any and all proprietary information residing on or within the Equipment,and to lease or sell the Equipment or any portion thereof,and to apply the proceeds,less reasonable selling and administrative expenses,to the amounts due hereunder;(d)charge you Interest on all amounts due us from the due date until paid at the rate of 1-112%per month,but in no event more than the lawful maximum rate;and(a)charge you for expenses incurred in connection with the enforcement of our remedies including,without limitation,repossession,repair and collection costs,attorneys'fees and court costs.These remedies are cumulative,are in addition to any other remedies piavlded for by law,and may be - exercised concurrently or separately.Any Failure or delay by us to exercise eny right shall not operate as a walvsr of any other fight or future dghl. 11. END OF TERM OPTIONS:RETURN OF EQUIPMENT, At the and of the Term and upon 30 days prior written notice to us,you shall either:(a)return all,but not less than aft,of this Equipment;Or(b)purchase all, but not less than all,of the Equipment AS-18 AND WHERE4S,WITHOUT ANY WARRANTY AS TO CONDITION,TITLE OR VALUE,for the Fair Market Value,plus applicable sales and other taxes.If you do not provide us with such written notice and either return aft of the Equipment or purchase all of the Equipment at the and of the Term,then this Lease will auloMe ieally renew on a month-too-,month basis and all of the provisions of this Lease shall continue to apply,including,without limitation,your obligations to remit Lease Payments,Lease Charges and other charges,until all of the Equipment is either returned to us(either because we demand return of the Equipment or you decide to return the Equipment)or purchased by you for the applicable Fair Market Vein e,plus applicable sates and other taxes,in accordance with the terms hereof. If you are In default(or a non-appropriation of funds occurs),or you do riot purchase the Equipment at the and of the Term(or the Renewal Term),you shaft.(1)return n2 Of the Equipment,height and insurance prepaid at your cost and risk,10 wherever we Indicate In the continental United States,with all manuals and loge,In good order and condition(except for ordinary wear and tear from normal use),packed per the shipping company's specifications;and(2)securely remove all date from any and all disk drives or magnetic media prior to returning the Equipment(and you are solely responsible for selecting an appropriate removal standard that meets your business needs and complies with applicable laws).You will pay us far any loss in value resulting from the fallum to maintain the Fqu€pmont In accordance with this Lease or for damages Incurred In shipping and handling. 12. ASSIGNMENT. You may not assign or dispose of any rights crobligatiens under this Lease or sublease the Equipment without our priorwrittern consent.We may,without ratifying you:(a)assign all or any portion of this Lease or cur interest In the Equipment,and(b)release information we have about you and this Lease to the manufacturer,Supplier or any prospactrve Irivesfor,participant or purchaser bf this Lease.IF we do make an assignment under subsection l21 above,ourassignee will have all of our rights under this Lease,but none of our obligations.You agree not to assert against our assignee claims,offsets or defenses you may have against us. 13. MISCELLANEOUS, Notices must be in writing and will be deemed given five(5)days after malting to your(or our)business address.You represent that:(a)you are the entity indicated in this Lease;(b)any documents requ'red to be delivered in connection with this Lease(collectively,the"Documents")have boon duly authorized by you in accordance with all applicable laws,rules,ordinanees and regulations;(c)the Documents are valid,legal,binding agreements,enforceable with their terms and the persons)signing the Documents have the authority to do se,are acting with the full authorization ofyour governing body,and hold — the offices indicated below their signatures;(d)the Equipment Is essential to the Immediate performance of a governmental or proprietary function by you within the scope of your authority and shall be used during the Term only by you to perform such function;(a)you intend to use the Equipment for the entire Term and shall take all necessary action to include in your annual budget any funds required to fulfill your obligations each fiscal period during the Term;(f)you have complied fully with all applicabfe law governing open meetings,public bidding and appropriations,required in connection with this tease and the debt under applicable state law;(g)your obligations to remit Lease Paymerts constitutes a current expense and not a debt under applicable state Taw;(h)this Lease is binding on you and your successors and assigns;and(i)all financial information you have provided is true and a reasonable representation ofyour Inarclal condition.This Lease:(1)constitutes the entire agreement of the parties with respect to the subject matter thereof;(if)supersedes all other writings,communications,understandings,agreements,purchase orders,solicitation documents(including,without limitation,any request for proposal and responses thereto and other related documents (together,the"Hid Documents"))and other representations,express or implied("Prior Understandings'),and may not be contradicted or amended by Prior Understandings;and jiff)may be amended or modified only by written documents duly authorized,executed and delivered by the parties.This Lease is binding an you and your successors and assigns.You authorize us,our agent,or our assignee to:(a)obtain credit reports and make credit Inquiries;(b)furnish your information,including credit application,payment history and account information,to credit reporting agencies and our assignees,potential purchasers or investors and parties having an economic interest in this Lease or the Equipment,including,without limitation,the seller,Supp€ier or any manufacturer Of the Equipment;and(c)you irrevocably grant us the power to prepare,sign on your behalf(if applicable),and rile,eleclronically or otherwise Uniform Commercial Code("UCC")financing statements and any amendments thereto or centlnuatton Ihereof relating to the Equipment,and containing any other information required by the applicable UCC,Any claim you have against us must be made within two(2)years after the event which caused it.If a court finds any provision of this Lease to be unerrforceable,all other terms shall remain in effect and enforceable.You authorize us to insert or correct missing information on[his Lease,including your proper legal name,serial numbers and any other information describing the Equipment.If you so request,and we permit the early termination of this Lease,you agree to pay a fee for such privilege.THE PARTIES INTEND THIS TO BE A"FINANCE LEASE"UNDER ARTICLE 2A OF THE UCC.YOU WAIVE ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC.YOU FURTHER HEREBY ACKNOWLEDGE AND AGREE THAT WE:AND/OR SUPPLIER MAY MAKE A PROFIT ON ANY AND ALL FEES REFERENCED HEREIN AND,IN SO DOING WAIVE ANY AND ALL CLAIM WHICH YOU MAY HAVE FOR UNJUST ENRICHMENT.We may receive compensation from the manufacturer andlor Supplier of the Equipment in order to enable us to reduce the cost of this Lease below what we otherwise would charge.If we received such compensation,the reduction in the cost of this Lease is reflected in the Lease Payment. 14. ELECTRONIC TRANSMISSIONLOF DOCUMENTATION This Lease may be executed in counterparts.The executed counterpart which has our original signature and/or is In our possession shall constitute chattel paper as that term is defined in the UCC and shell constitute the original agreement for all purposes,including,without limitation:(i)any hearing,trial or proceeding with respect to this Lease;and(Ii)any determination as to which version of this Lease constitutes the single true original item of chattel paper under the UCC,If you sign and transmit this Lease to us by facsimile or other electroric transmission,the transmitted copy shall he binding upon the parties.You agree that the facsimile or other similar electronic transmission of this Lease manually signed by us,when attached to the facsimile or other electronic copy signed by you,shall constitute the original agreement for all purposes.The parties further agree that,for purposes of executing this Lease,and subject to our prior approval and at our sale discreliom(a)a document signed and transmitted by facsimile or other electronic transmission shall he treated as an original document;(b)the signature of any party on such document shall ba considered as an original signature;(c)the document transmitted shall have the same effect as a counterpart thereof containing original signature;and(d)at our request,you,who executed this Lease and Imnsmltleci its signature by facsimile or other electronic transmission shall provide the counterpart of this Lease containing your original manual signature to us.No party may raise as a defense to the enforcement of this Lease that a facsimile or other electronic transmission was used to transmit any signature of a party to this Lease. Page 2 of 2 C3 SLG 200(c)FMV mtm 10115 DocuSign Envelope ID:D4DA9DOE-523A-4103-BF26-70DA10AOE2F8 SLG$1 Lease Purchase Agreement� Equipment MFG Model&Description Serial Number Accessories 7--E:]See attached schedule for additional Equipment I Accessories Billing Address: Equipment Location: a i Y A . Purchase Option:$1.00 Interest Rate: %per annum Name Lease Payment:$ (plus applicable taxes) Term: (months) Address Billing Period: F]Monthly E]Quarterly F]Sarni-Annually F]Annually(Monthly if not checked) City State Zip Code The fallowing additional payments are due on the date this Lease is signed by you: Advance Payment:$ (plus applicable taxes) Applied to: ❑First El Last Document Fee:$75.00(included on first invoice) YOU HAVE SELECTED THE EQUIPMENT.THE SUPPLIER AND ITS REPRESENTATIVES ARE NOT AGENTS OF ANY ASSIGNEE OF LESSOR AND ARE NOT AUTHORIZED TO MODIFY THE TERMS OF THIS LEASE.YOU ARE AWARE OF THE NAME OF THE MANUFACTURER OF EACH ITEM OF EQUIPMENT AND YOU WILL CONTACT EACH MANUFACTURER FOR A DESCRIPTION OF YOUR WARRANTY RIGHTS. WE MAKE NO WARRANTIES TO YOU,EXPRESS OR IMPLIED,AS TO THE MERCHANTABILITY,FrYNESS FOR A PARTICULAR PURPOSE,SUITABILITY OR OTHERWISE.WE PROVIDE THE EQUIPMENT TO YOU AS-IS.YOU AGREE TO USE THE EQUIPMENT ONLY IN THE LAWFUL CONDUCT OF YOUR BUSINESS,AND NOT FOR PERSONAL,HOUSEHOLD OR FAMILY PURPOSES. WE SHALL NOT BE LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGES.WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND,EXPRESS OR IMPLIED,WITH RESPECT TO THE LEGAL,TAX OR ACCOUNTING TREATMENT OF THIS LEASE AND YOU ACKNOWLEDGE THAT WE ARE AN INDEPENDENT CONTRACTOR AND NOT A FIDUCIARY OF LESSEE.YOU WILL OBTAIN YOUR OWN LEGAL, TAX AND ACCOUNTING ADVICE RELATED TO THIS LEASE AND WILL MAKE YOUR OWN DETERMINATION OF THE PROPER LEASE TERM FOR ACCOUNTING PURPOSES. EXCEPT TO THE EXTENT PROVIDED IN SECTION 2,YOUR PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO CANCri_LATION,REDUCTION OR SETOFF FOR ANY REASON WHATSOEVER.BOTH PARTIES AGREE TO WAIVE ALL RIGHTS TO A JURY TRIAL.THIS LEASE SHALL BE DEEMED FULLY EXECUTED AND PERFORMED IN THE STATE OF LESSEE'S PRINCIPAL PLACE OF BUSINESS AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH SUCH LAWS.TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES,FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN,VERIFY AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT.WHAT THIS MEANS TO YOU:WHEN YOU OPEN AN ACCOUNT,WE WILL ASK FOR YOUR NAME,ADDRESS AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU.WE MAY ALSO ASK TO SEE IDENTIFYING DOCUMENTS. BY SIGNING THIS LEASE,YOU ACKNOWLEDGE RECEIPT OF PAGES 1 AND 2 OF THIS LEASE,AND AGREE TO THE TERMS ON PAGES 1 AND 2.ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY,EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE.TO PROTECT YOU AND US FROM MISUNDERSTANDING OR DISAPPOINTMENT,ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING,WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US,EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. TERMS AND CONDITIONS 1. COMMENCEMENT OF LEASE,Commencement or this Lease and acceptance of the Equipment shall occur upon delivery of the Equipment to you("Commencement Date").To the extent that the Equipment includes intangible property orassoclated sarvices such as periodlc software licenses and prepaid database subscription rights,such Intangible property shall be referred togs'Software".You understand and agree that we have no right,title or interest in the Software and you will comply throughout the Tama of thFs Lease with any license and/or other agreement("Software License")entered into with the supplier of the Software("Software Supplier").You are responslhIe for entering into arry Software License with the Software Supplier no later than the Cemmaneoment Date of this Lease.You agree to Inspect the Equipment upon delivery and verify by tslaphone or in writing such Information as we may requka.If you signed a purchase order or simrlar agreement for the purchase of the Equipment,by signing this Lease you assign to us all of your rights,but none of your obligations under A All attachments,accessories,replacements, replacementparts,substitutlms,sa dttians and repairs to the Equfpmentshali form part of the Equipment under this Lease. 2. LEASE_PAYMENTS. You agree to remit 1a us me Lease Payment and all other sums when due and payable each Brill Period at the address we provide to you from time to time.You agree that you will remit payments to us in the form of company checks{or personal checks In the case of sate propnetarshlps),direct debt or wires only.You also agree cash and cash equivalents are not acceptable forms of payment forthls Lease and that you will not remit such farms of payment be us.Payment In any other form may delay processing or be returned to you.Furthermore,only you or your authorized agent as approved by us will remit payments to us.Lease Payments will Include any freight,delivery,installation and other expenses we finance on your behalf at your request.Lease Payments are due whether arnat you receive an Invoice.You authorize us to adjust the Lease Payments by not more than 15%to reflect any recotrfiguration of the Equipment or adjustments to rafiect applicable sales taxes orthe cast of the Equipment by the manufacturerancIV Supplier. NON-AFEROPRIATION OF FUNDS.You intend to reahlt to us all Lease Payments and other payments for the full Term if funds are legally available-In the evall are not granted an appropriation of funds M any time during the Term forthe Equipment otter equfpmer lch Is functionalysimilar to the Equipment and operating funds are not otherwise available toyou to pay Lease Payments and atherpsyments due and to become due under this Lease,and there is no other legal procedure oravailable funds Ill with which payment can be made to us,and the non-approprialtan did not result from an act or omission by you,you shall have the right to return the Equipment In accordance with Section 12 of this Lease and terminate this Lease on the last day of the fiscal period for which appropriations were received without penalty orexpense to you,except as to the portion of the Lease Payments for which funds shall have been appropriated and budgeted.At least thirty(30)days prior to the end of your fiscal period,your chief executive off car(or legal counsel)shall certify In writing that(a)finds have not been appropriated for the fiscal period: (b)such non appropriation did not result from any act or failure to act by you;and(c)you have exhausted all funds legally available to pay Lease Payments.if you terminate this Lease because of a non-appropriation of funds,you may not purchase,lease or rent,during the subsequent fiscal period,equipment performing the same functions as,orfunctions taking the place of,those performed by the Equipment provided,however,that these restrictions shall not be applicable If or to the extentHhil the application of these restrictions would affect the validity of this Lease.This Section 2 shot/net permit you to terminate this Lease In orderto acquire any other Equipment or to allocate funds directly or indirectly to perform essentially the applicaflon forwhieh the Equipment is Intended. 3.LEASE CHARGES.You agree to:(a)pay all costs and expenses associated with the use,maintenance,servicing,repair or replacement of the Equipment;(b)pay all fees,assasamenta,taxes and charges governmentally imposed upon Lassar's purchase,ownership,possession,leasing,renting,operation,control or use of the Equipment and to pay all premiums and other costs of Insuring the Equipment;lc)reimburse us for all rests and expenses incurred In enfoming this Lease:and(d)pay all other costs and expenses for which you are obligated under this Lease{the amounts set forth in clause(a)through(d)being collectively referred to as"Lease Charges").For U.S.federal Income tax purposes,the parties hereto agree that it is their mutual Intention that you shall be considered the owner of the Equipment and we shall in no event be liable to you if you fail to secure any U.S.federal Income tax benefits available to the ownerof the Equipment we may take on your behalf anyactlon required under this Lease which you fall to take,and upon receiptof our invoice you wfl promptly pay ourcosts(including Insurance premiums and other payments to affiliates),plus reasonable processing fees.Restrictive endorsements on checks you send to is will not reduce your obligations to us.We may charge you it return check or non-sufficlantfunds charge cf$25 far any checkwhlch is returned by the bank for any reason(notto exceed the maximum amount permitted by law). Continued on Page 2 7 Wells Fargo Bank, N.A. (Lessee Full Legal Name) By:X By:X Name: Name: Title; Title: Date: Date: Federal Tax 10 Page I of 2 WFB N.A.SLG 200$BO Commercial Priced 12.22 DocuSign Envelope ID:D4DAgDOE-523A-4103-BF26-70DA10AOE2F8 4. PAYME�O rTAXES. In addition to the Lease Payments underthls Lease,you agree to pay all sales,use,excise,gross receipts and other taxes,charges endings upon orwith respect to the Equipment or the possession, OW nership,use or operattoor,control or maintenance thereof and relating to this Lease,whether due before cr afterthe end ofthe Term to the extent legally permissible.You also agree to Mead required property tax returns and promptly pay all property taxes which maybe assessed agalnst the Equipment during the term of this Lease and,ifwe ask,provide uswlth proof of payment.You agree that ifwe am required bythe applicable taxing Jurisdiction to pay such taxes,you will promptly reimburse is for such tax payment. 5. IATE CHARGES. For any payment which Is not recelved within three(3)days of its due date,you agree to pay a late charge not to exceed the higher of 10%of the amount due or$35(not to exceed the maximum amount permitted by law)as reasonable collection costs. 6. OWNERSHIP USE MAINTENANCE AND REPAIR. The parties agree that It Is their mutual intention that you shall be considered the Owner of the Equipment(other than Solhvare)for various purposes,Including federal income tax purposes,as of the Commencement Date,and you hereby grant to us and we reserve a security interest in the Equipment to secure all of your obligations under this Lease.in no event shall this Lease be secured by real property.We hereby assign to you all our rights under any manufacturer and/or supplier warranties,so long as you are not in default hereunder.You must keep the Equipment free of hens.You may not remove the Equipment from the address indicated on page 1 of this Lease without first obtaining our approval,You agree to:(a)keep the Equipment In your exclusive central and possession;(b)use the Equipment In conformity with all Insurance requirements,manufacturer's Instructions and manuals;(c)keep the Equipment repaired and maintained In good working order and as required by the manufacturer's warranty,certification and standard full service maintenance contract;and(d)give us reasonable access to€napect the Equipment and its maintenance and other records. 7. INDEMNITY. You are responsible for all losses,damages,claims,Infringement claims,Injuries and attomeye fees and costs,Including,without limitation,those incur id in correction with responding to subpoenas,third party or otherwise{•Claims'"),Incurred or asserted by any person,In any manner relating to the Equipment.Including its use,condition or possession.You agree to defend and indemnify us against all Claims,although we reserve the right to control the defense and to select or approve defense counsel.This indemnity continues beyond the termination of this Lease for sets or omissions which occurred during the Term of this Lease. 8.LOSS OR DAMAGE. If any ttem of Equipment Is lost,stolen or damaged you will,at your option and cost,ether:(a)repair the item or replace the item with a comparable item reasonably acceptable to us,or(b)pay us the sum of the following amounts(such sum hereinafter the"Casualty Value'):(1)all past due and current Lease Payments and Lease Charges;plus(it)the present value of all remaining Lease Payments far the effected item(s)of Equipment,discounted at the rate of S%per annum(or the lowest rate permitted by law,whichever Is higher).Upon our receipt of the Casualty Value,we will release any security interest which we may have In the effected Item(s)for which payment Is made,and transfer to you all our right,title and interest in such effected item(s)AS-19 AND WHEREAS,WITHOUT ANY WARRANTY AS TO CONDITION,TITLE OR VALUE.lnsurance proceeds shall be applied toward repair,replacement or payment hereunder,as applicable No such loss or damage shall relieve you ofyour payment obligations hereunder. 9. INSURANCE. You agree,at your cost,to:(a)keep the Equipment Insured against all risks of physical loss or damage for Its full replacement value.naming us as lass payees as our Interests may appear,and(b)maintain public liability Insurance,covering personal Injury and Equipment damage for not less than$300,003 per occurrence,mer log us as additional Insured.The policy must be issued by an insurance paler acceptable to us,must provide us with not less than 15 days'prior written notice of cancellation,non-renewal or amendment,and must provide deductlble amounts acceptable to us.If you do not provide acceptable insurance,we have the right,but no obligation,to obtain insurance covering our interest(and only our Interest)In the Equipment torthe Lease Term and any renewals.Any Insurance we obtain will not Insure you against third party or liability claims and may be cancelled at anytime.In the event we elect to obtain such Insurance,you will be required to pay us an additional amount each Billing Period for the cast of such Insurance and an administrative fee,the cost of which Insurance and administrative fee may be more than the cost to obtain your awn Insurance and an which we may make a profit. 10.DEFAULT.You will be in default under this Lease M:(a)you fall to remit to us any payment within ten(10)days of the due date or breach any other obligation under this Lease;(b)a petition is filed by or against you or any guarantor under any bankruptcy or insolvency law;or(c)any representation made by you is false or misleading In any material respect;(d)you become insolvent,are liquidated or dissolved,merge,transfer a material portion of your ownership Interest or assets,stop doing business,or assign rights or property for the benefit of creditors;or(a)you default under any other agreement with us or our assignees. 11. REMEDIES. If you default,we may do one or more of the fallowing:(a)recover from you,AS LIOUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY,the sum of:(!)all past due and current tease Payments and Lease Chergas;and I the present value of all remaining Lease Payments,discounted at the rate of 6%par annum(or the lowest rate parmltfed by law,whichever Is higher);(b)declare any other agreements between us In default;(c)require you be return all of the Equipment In the manner outlined in Section 12,or take possession of the Equipment.In which case we shall not be held responsible for any,losses directly or indirectly arising out of,or by reason of the presenda and/or use of any and all proprietary Information residing an or within the Equipment,and to lease or sell the Equipment or any portion thereof,and to apply the proceeds,less reasonable selling and administrative expenses,to the amounts due hereunder;(d)charge you interest on all amounts due us from the due date until paid at the rate of 1-1/2%per month,but in he event mare than the lawful maximum rate;and(e)charge you for expenses Incurred In connection with the enforcement of our remedies Including,without limitation,repossession,repair and collection costs,attorneys'fees and court costs.These _ remedies are cumulative,are In addition to any other remedies provided for by law,and may be exerclsed=icurrantly or separately.Any failure or delay by us to exercise any right shall not operate as a waiver of any other Tight or future right. 12.EN0 OF TERM,RETURN OF EDUiPMENT. If you are not In default,and all of your obligations under this Lease have been satisfied,Including receipt by us of all monies due under this Lease,Including but not limited _ to,the periodic scheduled payments,late charges,and reimbursement for property taxes(if applicable),we will release any security interest which we may have In the Equipment at the and of the Term.You shall have no obligation to provide any end-of-term nation to us,and this Leese shall not be renewed.If you are In default,(or a non appropriation of funds occurs)you shall:(1)return all of the Equipment,freight and insurance prepaid at your cost and risk,to wherever we Indlcate in the continental United States,with all manuals and logs,In good order and sendition(except for ordinary wear and tear from normal use),packer]per the shipping company's specifications;and(2)securaly remove ail data from any and all disk drives or magnetic media prior to returning the Equipment(and you are solely responsible for selecting an appropriate removal standard that meets your _ business needs and compiles with applicable laws).You will pay is for any loss In value resulting from the failure to maintain the Equipment in accordance with this Lease or for damages Incurred In shipping and handling. 13.ASSIGNMENT.You may not assign or dispose of any rights or obligations under this Lease or sublease the Equipmentwithout our prior written consent.We may,without nol log you:(a)assign all or any portion ofthis Lease or our Interest In the Equipment;and(b)release information we have aboutyou and this Lease to the manufacturer,Suppterar any prospective investor,participant orpurchasenofthls Lease.If wa do make an assignment — undarsubsection 13(a)above,out assignee wlil have all of our rights under this Lease,but none of cur obligations.You agree not to assert against our assignee claims,offsets or defenses you may have against us. 14. MISCELLANEOUS. Notices must be in writing and will be deemed given five(5)days after mailing to your(or our)business address-You representthat:(a)you a re the entity Indicated in this Lease; (b)any documents required to he delivered In connection with this Lease(collectively, the"Documents")have been duty authorized by you in accordance with all applicable laws,rules, ordinances and regulations; (c)the Documents are valid,legal.binding agreements,enforceable with their Laurie.and the person(s)sighing the Documents have the authority to do so,are acting with the full authorization of your governing body,and hold the offices indicated below their signatures;(d)the Equipment is essential to the immediate performance of a governmental or proprietary function by you within the scope of yourauthority and shall be used during trio Term only by you to perform such function;(e)you Intend to use the Equipment for the entire Term and shall take sit necessary action to include In your annual budget any funds required to fulfill your obligations each fiscal period during the Term;(f)you have compiled fully with all applicable law governing open meetings,public bidding and appropriations,required In connection with this Lease and the debt under applicable state law',(g)yourabligations to remit Lease Payments constitutes a current expense and not a debt under applicable state law;(h)this Lease is binding on you and your successors and assigns;and(1)all financial information you have provided Is true and a reasonable representation of your financial condition.This Lease:(1)constitutes the antire agreement of the parties with respect to the subject matter thereof,(ii)supersedes all other writings,communications,understandings,agreements,purchase orders,solicitation documents(Including,without limitation,any request for proposal and responses thamto and other related documents(together,the"Bid Documents"))and other represantatans,express at implied("Prior Understandings'),and may not be contradicted or amended by Prior Understandings;and(Ili)may be amended or modified only by written documents duly authorized,executed and delivered by the parties.This Lease Is binding On you and your successors and assigns.You authorize us,our agent or our assignee to:(a)obtain credit reports and make credit inquiries;(b)furnish your Informatou,including credit application,payment history and account Information to credit reporting agencies and our assignees,potential purchasers or Investom and parties having an economic interest In this Lease or the Equipment,Including,without limitation,the seller,Supplier or any manufacturer of the Equlpment;and(c)you Irrevocably grant us the power to prepare,sign on your behalf(If applicable),and file,electronically or otherwise Uniform Commercial Code("UCC")financing statements and any amendments thereto or continuation thereof real to the Equipment,and containing any other information required by the applicable UCC.Any claim you have against us must be made within two(2)yeas after the event which caused It.If a court finds any provision of this Lease faun unenforceable,all otherterms shall remain in effect and enforceable.You authorize us to Insert or correct m€ssing information on this Lease,Including your proper legal name,serial numbers and any ether Information describing the Equipment.If you so request,and we permitthe early termination of this Lease,you agree to pay a fee for such privilege,THE PARTIES INTEND THIS TO BE A°FINANCE LEASE'UNDERARTICLE 2A OF THE UGC.YOU WAIVE ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC.YOU FURTHER HEREBY ACKNOWLEDGE AND AGREE THAT WE ANWOR SUPPLIER MAY MAKE A PROFIT ON ANY AND ALL FEES REFERENCED HEREIN AND,IN SO DOING WAIVE ANY AND ALL CLAIM WHICH YOU MAY HAVE FOR UNJUST ENRICHMENT.We may receive compensation from the manufacturer shelter Supplier of the Fquipment in order to enable us to reduce the Cost of this Lease below what we otherwise would charge.Ifwe received such compensation,the neductlon In the cost of this Lease Is reflected In the Lease Payment. 15. PAYMENT AMOUNTS. For purposes of the amortization of the Equipment cost,each Lease Payment,including any Advance Payment,will be considered received on the date It is required to be paid under this Lease, _ and any Document Fee will be considered received on the date of this Lease,The Interest Rahn set forth above has been rounded to two decimal places for ease of reference,but interest on the Equipment cost may be calculated at the Interest Rate with more than two decimal places. The financial terms of the Lease may have been determined taking Into account Fees the Lessor has paid to,or rebates,discounts,subsidies,or other compensation or financial benefits(including the ability to fund aver time amounts that may be financed under the Lease)Lessor has received from,the Equipment supplier,a broker,or other third party in connection with the Lease. 16.LIMITATIONS ON CHARGES. This Section controls over every other part of this Lease and over all other documents now or later pertaining to this Lease We both Intend to comply with all applicable laws. In no event will we charge or collect any amounts in excess of those allowed by applicable law.Any part of this Lease or any other documents new or hereafter pertaining to the Lease that could,but for this Section,be read under any circumstance to allow for a charge higher than that allowable under any applicable legal limit,Is limited and modified by this Section to limit the amounts chargeable underthis Lease to the maximum amount allowed under the legal limit.if in any circumstance,any amount in excess of that allowed by law Is charged or received,any such charge will be deemed limited by the amount legally allowed and any amount received by us in excess of that legally allowed will he applied by us to the payment of amounts legally owed under this Lease,or refunded to you. 17,ELECTRONIC TRANSMISSION OF DOCUMENTATION.This Lease may be executed(manually or electronically)in counterparts.The executed counterfearlwhlch(a)has our original signature(it executed by us manually), (h)is electronically maintained by us(if executed by us electronically),andlor(c)is in our possession shall constitute chattel paper as that term is defined in the UCC and shall constitute the original agreementfor all purposes, Including,without limitation:(1)any hearing,trial or proceeding with respect to this Lease;and(li)any determination as to which version of this Lease constitutes the single true original item of chattel paper under the UCC.If you sign(manually or electronic-ally)and transmit this Lease to us by facsimile or other electronic transmission,the transmitted copy shall be binding upon the parties.You agree that the facsimile or other similar electronic transmission ofthis Lease manually or electronically signod by us,when attached to the facsimile or other electronic copy manually or electronically signed by you,shall constitute the original agreement for all purposes.The parties further agree that,for purposes of executing this Lease,and subject to Our prior approval and at our sole discretion:(a)a document signed(manually or electronically)and transrnitted by facsimile or ether electronic transmission shall be treated as an odglnal document;(b)the signature of any party on such document shall be considered as an original signature;(c)the document transmitted shall have the same effact as a counterpart thereof containing original signatu re;and(d)at Our request,you,who executed this Lease manually and transmitted Its signature by facsimile or other electronic transmission shall provide the counterpart of this Lease containing your original manual signature to us.No parry may raise as a defense to the enforcement Df this Lease that a facsimile or other electronic transmission was used to transmit any signature of a party to thla Lease, Page 2 of 2 WES NA.SLG 200$BO Commercial Priced 12.22 DocuSign Envelope ID:23D5551C-857B-495B-BAAA-3F77C3713E65 • AMENDMENT NO.ONE TO + CONTRACT RCA-017-23010022 WITH C3 OFFICE SOLUTIONS,LLC.,DBA C3 TECH This Amendment No. One to Contract RCA-017-23010022 (hereinafter referred to as "Amendment No. One")is made and entered into as of the date fully executed by and between the County of Orange, a political subdivision of the State of California, hereinafter referred to as "County" and C3 Office Solutions, LLC., doing business as C3 Tech, a Limited Liability Company registered in the State of California(hereinafter referred to as"Contractor"),with County and Contractor sometimes referred to as"Party"or collectively referred to as"Parties". RECITALS WHEREAS,County entered into a contract with Contractor for Digital Multifunctional Copiers, Printers, Software,Related Accessories; and effective May 3,2023,through May 2,202$; and WHEREAS, Parties now desire to amend the Contract to revise the original Contract term, Attachment A, Scope of Work to add Section II — Contract Usage and Section XVI - Miscellaneous Clause;and replace Exhibit 1—Equipment Lease Agreement; and NOW, THEREFORE, in consideration of the mutual obligation set forth herein, both Parties mutually agree to ament the Contract as follows: ARTICLES I. Contract shall be amended to revise the original Contract term. 2. Article"2. Term"of the Contract shall be amended to read in its entirety as follows: 2. Term: Contract shall be effective May 3, 2023, through and including May 2, 2029,unless otherwise terminated as provided herein. 3. Attachment A "Scope of Work," has been revised and attached hereto and incorporated herein by this reference. 4. Exhibit I "— Equipment Lease Agreement," has been replaced and attached hereto and incorporated herein by this reference. 5. This Amendment No. One to the Contract modifies the Contract only as expressly set forth above. This Amendment No.One does not modify,alter or amend the Contract or in any other way whatsoever. Except as amended herein, all other terms and conditions of the Contract remain unchanged. Except as otherwise expressly set forth herein, all terms and conditions contained in the Contract and any Amendments thereto are incorporated by this reference and shall remain in full force and effect as amended herein. County of Orange Digital Mule;functional Copiers,Printers, Page 1 of 21 County Executive Office Software,Related Accessories and Services File No.:2348403 DocuSign Envelope ID:23DS551C-8576-495B-13AAA-31`77C3713E65 SIGNATURE PAGE IN WITNESS WHEREOF, the Parties hereto have executed this Amendment effective upon signatures. C3 OFFICE SOLUTIONS,LLC.,DBA C3 TECH Tony Sanchez President edby- Pr °t` a e Title 6/26/2023 Signature Date Tricia Sanchez CFO (Tt1hVNff1Tf6Y: Title f `-Viax SawnU� 6/26/2023 B6F6F9C941A2491,.. Signature Date *Pursuant to California Corporation Code Section 313, if the Contracting party is a corporation, (2)two signatures are required: 1) The document must be signed by two people. One of them must be the chairman of the board, the president or any vice-president. The other must be the secretary, any assistant secretary, the chief financial officer or any assistant treasurer. 2) One corporate officer may sign the document,providing that written evidence of the office's authority to bind the corporation with only his or her signature must be provided. The evidence would ideally be a corporate resolution. - rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr�rrrrrrr�rrrrrrrrrrrr�rrrrrrrrrrr■ County Of Orange,a political subdivision of the State of California Robert Esparza SPCS Title 11 a� ,yf fS "Al 6/26/2023 _ 309FMECD76427... Signature Date County of Orange Digital Multifunctional Copiers,Printers, Page 2 of 2I County Executive Office Software,Related Accessories and Services pile No.:2348403 DocuSign Envelope ID:23D5551C$57B-495B-BAAA-3E77C3713E65 ATTACHMENT A SCOPE OF WORK I. INTRODUCTION The County of Orange has established a Regional Cooperative Agreement (RCA) for Digital Multifunctional Copiers, Printers, Software, Related Accessories and Services (hereinafter referred to as "Services"). This Contract is a usage contract between County and Contractor for the following Scope of Work. II. CONTRACT USAGE: A. Agencies/departments utilizing this Contract will submit a Scope of Service or Scope of Work and request a quote/proposal from Contractor. Services to Agencies/Departments will be"project specific"or at contracted rates,on an as-needed basis. B. Agencies/Departments must allow a minimum of five (5) Business Days (Monday through Friday)for Contractors to respond to their quote/proposal. C. Equipment may be added or deleted from the Subordinate Contract periodically,at the discretion of the County. County shall notify Contractor when equipment has been added or removed. Contractor shall provide Services for added equipment at contracted hourly rates when applicable. III. CONTRACTOR RESPONSIBILITIES: A. Contractor must provide copier(s) and services as listed in Attachment C, to any requesting County Department. B. Contractor is responsible for the professional quality and technical competence of Contractor personnel/employees designated to provide services to County. C. Contractor must comply with all applicable local, state,and federal laws and regulations. D. Contractor must comply with all applicable County Department rules of conduct, policies, and procedures while on County premises. E. Data Removal - Contractor must provide County with its written policies and procedures associated with permanently removing all stored Customer data/images from the hard disk drives and Cache memory that resides within Copiers. Procedures associated with permanently removing all stored Customer data/images from the hard disk drives and Cache memory that resides within Copiers must be in compliance with NIST SP 800-88 and Department of Defense (DoD)5220.22-compliant sanitation programs. F. Hard Disk Drive Replacements Due to Copier Malfunction/Failure - Contractor must permanently remove all stored County data/lmages from the hard disk drive and Cache memory within seven(7) calendar days of removal of replacement hard disk drives from County. Within seven(7) calendar days of hard disk drive replacement services or request by County, Contractor must provide written certification (Attachment E. Certification for Data Removal) that data removal was completed. G. Confidentiality-Contractor must ensure its employees maintain confidentiality of all information and County records that may become accessible to the employees. H. Contractor Staff: Contractor must provide,but is not limited to,the following information to each employee given a County assignment: 1. Location of assignment 2.Name of Reporting Supervisor or Manager County of Orange Digital Multifunctional Copiers,Printers, Page 3 of 21 County Executive Office Software,Related Accessories and Services .File No.:2348403 DocuSlgn Envelope ID:23D5551 C-85713-49513-13AAA-31=77C3713E65 3.Length of Assignment 4.Working Hours 5.Complete job description G.Performance Expectations IV. SECURITY REQUIREMENTS AT COUNTY SECURED FACILITIES: A. County operates several secured facilities, including several Probation, Sheriff and John Wayne Airport operated sites. Contractor and its employees who perform services in County secured facilities are required to comply with strict operation policies and may be required to pass a background check, at the sole discretion of the County department, prior to performance due to security requirements at County secured facilities. The applicable County policies and security requirements have been designed with the primary purpose of ensuring a safe and secure environment for all involved. B. Contractor must provide a list of all Contractor personnel/employees who will be directly performing tasks associated with the Contract. Contractor's personnel/employees providing service in a County secured detention facility, Probation facility or Sheriffs facility, will be expected to pass two (2) separate background checks performed by the Orange County Sheriff's Department and the Orange County Probation Department.No changes must be authorized to the approved list without a request in writing submitted by Contractor and approved by the County Site Coordinator. At no time will unauthorized Contractor employees perform any task associated with this Contract. If this occurs, Contractor will be notified that it has not complied with the terms of this Contract and is subject to Contract termination. The list of all Contractor Personnel/Employees performing under this Contract must be submitted prior to award of this Contract. C. Contractor must prepare and submit a Security Clearance form to the County Site Coordinator for all persons who will be working on or who will need access to County secured facilities. I.Security Clearance forms must be submitted at least five (5) business days prior to the start of work or prior to the use of any person subsequent to the start of work. 2. Said Security Clearance forms must be thoroughly and accurately completed. Omissions or false statements, regardless of the nature or magnitude, may be grounds for denying clearance. 3.No person shall be employed on this work who has not received prior clearance from the Probation Department, Sheriffs Department or John Wayne Airport. 4.County is not under any obligation to give a reason clearance is denied. D. Contractor is responsible for signing in with the County Site Coordinator or designee,as required, upon arrival at a County secure facility (e.g., JWA, Probation). Contractor must report to the Central Control Center(Control). E. Contractor personnellemployees must closely monitor all tools, equipment and other materials at all times while performing services under this Contract,especially at County detention facilities. F, Contractor personnel/employees must have no contact, either verbal or physical, with internees/inmates in County secured detention facilities. Specifically,Contractor employees must: 1.Not give names or addresses to internees. 2.Not receive any names or addresses from internees. 3.Not disclose the identity of any internee to anyone outside the facility. 4.Not give any materials to internees. County of Orange Digital Multifunctional Copiers,Printers, Page 4 of2l County Executive Offrce Software,Related Accessories and Services File No.:2348403 DocuSign Envelope ID:23D5551 C-85713-49513-8AAA-31`77C3713E65 5.Not receive any materials from internees (including materials to be passed to another individual or internee). *Failure to comply with these requirements is a criminal act and can result in prosecution. G. Any Contractor personnel/employee(s)engaged in the performance of work under this Contract at John Wayne Airport are expected to pass the screening requirements and abide by all of the security requirements set forth by the Federal Aviation Administration (FAA) and the County of Orange. "The Federal Aviation Administration (FAA) approved security program for John Wayne Airport requires that each person issued a John Wayne Airport security badge is made aware of his/her responsibilities regarding the privilege of access to restricted areas of the airport". All persons within the restricted air operation areas of the airport are required to display, on their person, a John Wayne Airport security badge, unless they are specifically exempted for reasons, or they are under escort by a properly badge individual. Each airport employee or airport tenant employee who has been issued a John. Wayne Airport security badge is responsible for challenging any individual who is not properly displaying an airport issued or approved and valid identification badge. Any person who is not properly displaying or who cannot produce a valid John Wayne Airport security badge must immediately be referred to the Sheriff's Department Airport Detail Office for proper handling. The John Wayne Airport security badge is the property of the County of Orange and must be returned upon termination of employment at John Wayne Airport. The loss of a badge must be reported within twenty-four(24)hours to the Sheriffs Department Airport Dispatch Center(949) 252-5000.A report must be made before a replacement badge will be issued. H. All vehicles parked on-site at a County secured facility must always be locked and thoroughly secured. I. All equipment and materials must remain in Contractor's possession at all times and must never be left unattended while at a County secured facility.All lost or misplaced equipment or materials must be reported immediately to the (a) security staff or Control in County secured detention facilities or(b)the escort or Control in Sheriffs facilities. J. Contractor personnel/employees must not smoke or use profanity or other inappropriate language while on-site. K. Contractor personnellemployces must not enter a County secured facility while under the influence of alcohol, drugs or other intoxicants and must not have such materials in their possession. L. Contractor personnel/employees must plan their activities to minimize the number of times they must enter and exit a County secured facility, i.e., transport all equipment and materials needed for the day at the start of work and restrict all breaks to the absolute minimum. M. Contractor personnel/employee(s) must be well-disposed to the public and County staff utilizing the facilities but must be responsive only to the requests of the County Site Coordinator unless otherwise directed and must direct all inquiries or requests to the County Site Coordinator. V. TRANSITION REQUIREMENTS: A. Contractor must work with appropriate County IT, Procurement and/or department personnel to assess user department needs and coordinate a migration/transition schedule(as applicable). B. Contractor shall coordinate and provide without additional charge any other transition services County determines necessary to transition to another vendor at the end of the contract term. V1. PRICE GUARANTEE A. Contractor will guarantee fixed hardware and service pricing for a period of 24 months after County of Ornnge Digital Mutt funcilanal Copiers,Printers, Page 5 of 21 County Executive Office software,Related Accessories and services File No..2348403 DocuSign Envelope ID:23D55510-857B-495B-BAAA-3F77C3713EB5 contract has been awarded. B. For devices that the County may wish to acquire after the price guarantee expires,the Contractor agrees to offer the County a discount over retail pricing (as reported by a 3rd party such as Buyer's Laboratory) equivalent to the discounts being offered in this Contract VII. DEVICE DATA COLLECTION: METER USAGE AND SUPPLY LEVELS A. Contractor will use ECI FM Audit to collect and store device meter and supply level data for the fleet at no cost to the County and provide access to the software to the County. B. ECI FM Audit is to report device level meters for service billing and supplies levels for supplies management,this tool is also capable of capturing and reporting: 1.Make/Model 2.IP Address 3,MAC Address 4.Location 5,Total Meters B/W 6.Total Meters Color 7.Supply Levels(including historical fill rates) C. All data collected by the software tool will remain the property of the County. VIII. SERVICE RESPONSES A. 12 Orange County Based Technicians B. The average in-person service response time, as calculated from the time the service call is placed to the factory-trained service technician's on-site arrival, including preventive maintenance calls, will be:4 Hours C. The maximum in-person service response time, as calculated from the time the service call is placed to the factory-trained service technician's on-site arrival,including preventive maintenance calls,will be: 5 Hours D. The average time it will take a field engineer to acknowledge the County's service request once a service call has been placed with Contractor,as calculated from the time the service call is placed until a service technician calls the County to provide an estimated time of arrival, will be: 60 Minutes E. To assure the County that Contractor 's intention is to respond to the service requests within the maximum response times stated above, Contractor shall compensate the County with the following credit of the monthly service cost (for the device in question) for each response that exceeds the guaranteed maximum response time: 5% F. Contractor shall provide a loaner device of equal or superior capabilities to the County if any device installed by Contractor is unable to perform to the County's specifications for more than 8 hours of normal business operation. G. Contractor shall provide Customer Support by phone at no additional charge during normal business hours; Monday—Friday 8:00am to 5:00pm. H. For issues related to service responses, supplies management, non-reporting devices, etc., Contractor will provide customer support by email and is expected to response within 1 hour. IX. TERMS AND CONDITIONS OF ACQUISITION A. 100%money-back guarantee for a particular device,regardless of the problem within 30 days. County of Orange Digital Multifunctional Copiers,Printers, Page 6 of21 County Executive Office Software,Related Accessories and Services File No.:2348403 DocuSign Envelope ID:23D5551 C-857E-49513-13ABA-31F77C3713E65 B. The Contractor guarantees each machine to perform within the County's specifications for a period of 60 MONTHS or the volume listed below,whichever occurs first. C. The Contractor will replace each machine on a like-for-like basis with the then current technology if the machine fails to perform to the County's specifications while continuously under a service agreement with Contractor, so long as the County uses supplies recommended by the equipment manufacturer. D. Volume Guarantees: Co ier/MFD 35 PPM B/W 60 Months OR 750,000 Impressions Co ier/MFD 45 PPM B/W 60 Months OR 1,200,000 Impressions Co ier/1V)FD 55 PPM B/W 60 Months OR 2,100,000 Im ressions Co ier/M1aD 65 PPM B/W 60 Months OR 2,700,000 Impressions Co ier/MFD 75 PPM B/W 60 Months OR 3,900,000 Impressions Co ier/MFD 75 PPM B/W 60 Months OR 4,800,000 Impressions Co ier/MFD 95 PPM B/W 60 Months OR 5,700,000 Impressions Co ier/MFD 35 PPM Color 60 Months OR 750,000 Impressions Co ier/MFD 45 PPM Color 60 Months OR 1,200,000 Impressions Co ier/MFD 55 PPM Color 60 Months OR 2,100,000 Im essions Co ier/MFD 65 PPM Color 60 Months OR 2,700,000 Impressions Co ier/MFD 75 PPM Color 60 Months OR 3,900,000 Im ressions Production CopierlNWD 110 PPM B/W 60 Months OR 18,000,000 Impressions Production Copier/vWD 120 PPM B/W 60 Months OR 18,000,000 Impressions Production Co ier/MFD 75 PPM Color 60 Months OR 3,900 000 Impressions MFP 30PPM B/W(Laser) 60 Months OR 300,000 Impressions MFP 30PPM Color aser 60 Months OR 300,000 Im ressions MFP 40PPM Color 60 Months OR 420,000 Impressions MFP 50PPM B/W 60 Months OR 600,000 Im ressions Printer 30PPM B/W(Laser) 60 Months OR 300,000 Impressions Printer 30PPM Color(Laser) 60 Months OR 300,000 Impressions Printer 50PPM B/W(Laser) 60 Months OR 600,000 Impressions Printer 50PPM Color baser 60 Months OR 600,000 Im ressions E. Impressions Between Calls (IBCs) Guarantee: the Contractor guarantees each machine to operate at the fixed average number of Impressions Between Calls (IBCs) listed below for the entire life of the contract. F. IBC Guarantees: Co ier/MFD 35 PPM B/W 12,500 IBCs Co ier/MFD 45 PPM B/W 20,000 IBCs County of Orange Digital Multifunctional Copiers,Printers, Page 7 of 21 County Executive Qfflee Software,Related Aemssories and Services File No..2348403 DocuSign Envelope 1n:23DS551C-857B-495B-BAAA-3F77C3713E65 Co ier/MFD 55 PPM B/W 35,000 IBCs Co ier/MFD 65 PPM B/W 45,000 IBCs Co ier/MFD 75 PPM B/W 65,000 IBCs Co ier/MFD 75 PPM B/W 80,000 IBCs Co ier/MFD 95 PPM B/W 95,000 IBCs Co ier/MFD 35 PPM Color 12,500 IBCs Co ier/MFD 45 PPM Color 20,000 IBCs Co ier/MFD 55 PPM Color 35,000 IBCs Co ier/MFD 65 PPM Color 45,000 IBCs Co ier/MFD 75 PPM Color 65,000 IBCs Production Co ier/MFD 110 PPM B/W 250,000 IBCs Production Co ier/MFD 120 PPM B/W 250,000 IBCs Production Co ier/MFD 75 PPM Color 65,000 IBCs MFP 30PPM B/W Laser 5,000 IBCs MFP 30PPM Color Laser 5,000 IBCs MFP 40PPM Color 7,000 IBCs MFP 50PPM B/W 10,000 IBCs Printer 30PPM B/W Psg 5,000 IBCs - Printer 30PPM Color(Laser) 5,000 IBCs Printer 50PPM B/W(Laser) 10,0O0 IBCs Printer 50PPM Color(Laser) 10,000 IBCs G. These averages are stated below by segment. The averages shall include Preventative Maintenance (PM) service calls and be calculated during any immediately preceding 12- month period. These calculations will exclude service calls caused by operator error and the guarantee will remain in effect while the equipment is continuously under a service agreement with Contractor. H. Contractor will replace any machine on a like-for-like basis with the then current technology if that machine fails to produce the average number of Impressions Between Calls. 1. Fair Market Value(FMV)Leasing 1. The Contractor will use Wells Fargo, Leasing Company to provide Fair Market Value (FMV)funding for leasing. 2. FMV monthly lease rate factor: a. 60-month FMV Lease rate factor for a monthly billing cycle: 0.01953 3. FMV quarterly lease rate factor: a. 60-month FMV Lease rate factor for a quarterly billing cycle: 0.01953 4. Contractor will provide a fair market value buyout to keep at the end of the lease that does not exceed 15%of the purchase price of the device. County of Orange Digital Mal#functional Copiers,Printers, Page 8 of 21 County Executive Of,fFce Software,Related Accessories and Services Pile No.:2348403 DocuSign Envelope ID:23D5551C-857B-495B-SAAA-3F77C3713E65 5. Contractor will provide a written notice to the County 90 days prior to the date the letter of intent is due to prevent any automatic renewal period. 6. Contractor agrees to a maximum automatic lease renewal period of 30 days. 7. Contractor is responsible for the return of equipment acquired from the Contractor under this contract to the Leasing Company at the end of the lease term. This shall include shipping costs,insurance,or any other shipping or equipment repair costs associated with the return of this equipment. J. $1.00 Buyout Leasing 1. $1 Buyout monthly lease rate factor: a. 60-month$1 Buyout Lease rate factor for a monthly billing cycle: 0.021525. 2. $1 Buyout quarterly lease rate factor: a. 60-month$1 Buyout Lease rate factor for a quarterly billing cycle: 0.021525. 3. Will provide a written notice to the County 90 days prior to the lease end date. K. Lease Rate Adjustments 1. Contractor will adjust the proposed lease rates (up and down) in a manner that is directly proportional to any adjustments made by the Lease Company, with no increase in profit margin. 2. Will provide the County with 30-day notice prior to any rate adjustments. L. Insurance Documentation 1. Upon request, the County shall provide Contractor with insurance documentation if required by the Leasing Company,once the lease contracts are signed. 2. Contractor shall provide documentation to the Leasing company, any and all necessary actions to correct any insurance billing problems. On-Appropriation 1 Funding-Out Clauses 3. Contractor shall include in all leasing options and lease documents,non-appropriation and/or funding-out clauses as required by the State Code of California. Lease Documentation Fee 4. Contractor will require the following Lease Documentation Fee per contract at no cost. M. Training 1. Contractor will schedule, in advance at no additional cost, the installation and simultaneous basic instruction of the operation of the new equipment 2. In-Service Training: Contractor will schedule, in advance and at no additional cost, at each location's convenience, In-Service training (2 operators for each device) covering the complete operation of the new equipment as needed. 3. Copy Center Staff Training: Contractor agrees to schedule, in advance and at no additional cost, in-depth training to designated individuals on general and advanced copier functions and features; basic maintenance and troubleshooting; supply replenishment;use of the copier management system;and related items. 4. IT Staff Training: Contractor agree to schedule, in advance and at no additional cost, specialized network connectivity, configuration and other information technology training as requested by County. N. Equipment Delivery and Timing County of Orange Digital Multifunctional Copiers,Printers, Page 9 of 21 County Executive Office Software,Reiated Accessories and Services .File No.:2348403 DocuSign Envelope ID:23D555lC-857B-495B-BAAA-3F77C3713E65 1. Pre-Installation Coordination: agree to coordinate the delivery, set-up/installation, and removal of devices with the ordering County department. 2. Delivery Tools and Waste: agree to, at all times, keep the premises and the areas in which the work is performed free from accumulation of waste materials or rubbish as well as the tools, installation equipment, machinery, and surplus materials during the progress of the work and until completion thereof? Will Contractor remove from the premises all crates,wrappings and other flammable waste materials or trash. 3. Site Damages Caused During Delivery: agree to take responsibility for any damage to County premises as a result of delivery, set-up/installation, and pick-up of devices and repair and restore such premises to the original condition. 4. Pre-Installation Procedures: agree to advise the County of any an add specialized installation and environmental County site requirements for the delivery and installation of devices ordered under the resulting contract? This information must include, but is not limited to, the following: air conditioning, electrical requirements, special grounding, cabling requirements, space requirements, and any other considerations critical to the installation. After receipt of the County site requirements, the County may cancel an order for a particular copier before acceptance of copier. Additionally, inspections, tests,measurements, or other acts or functions performed by the County must in no manner be construed as relieving Contractor from full compliance with Contract requirements, 5. Damaged Items: Replacement Timing: agree to replace any items and/or components that are received with damages within thirty (30) consecutive calendar days after the notification of damage. 5. Damaged Items: Late Delivery: agree to pay, as liquidated damages,the sum of$50.00 per device per consecutive calendar day after thirty (30) days from the date of notification until the replacement of damaged items have been received by the County. 7. Current Firmware: agrees to install the most current version(s) of firmware into all devices prior to installation. 8. Contractor does not experience hardware delivery delays for the proposed model(s) due to issues with the supply chain. 0. Equipment Disposal 1. Equipment Pick-Up and Disposal: agree to pick up and dispose of used equipment already owned by the County,if requested,at no additional charge to the County?(This - applies only to existing equipment that is owned by County, not equipment that is under a lease agreement.) The County will provide Contractor with a list of all equipment to be removed and disposed of. 2. Existing Devices Data Security: agree to either destroy the hard drives(for devices with removable hard drives)and provide a certificate of completion at no cost. P. Equipment Demonstration or Trial 1. Equipment demonstration: The County agencies may want to test the equipment onsite prior to awarding the contract. If requested, Contractor agrees to provide equipment, configured as proposed, for on-site testing for a minimum of 5 business days. The demonstration must not be conditioned upon an agreement to purchase/lease or execution of a purchase order. 2. Maximum Demonstration or Trial Period: agree that any demonstration or trial period will not exceed 30 calendar days, County of Orange Digital Multifunctional Copiers,Printers, Page 10 of 21 County Executive Ojfke Software,Related Accessories and Services File No.:2348403 DocuSign Envelope ID:23D5551 C-85713-49512-13AAA-3F77C3713E65 3. Conversion of Demonstration or Trial Device: agree that any demonstration or trial device will not be converted to a permanent placement unless the device was new/unused prior to placement. 4. Data Security for Demonstration or Trial Device: Upon removal of a demonstration or trial device, Contractor agrees to take responsibility of securely erasing or destroying residual data stored in the hard disk drive. Contractor will permanently remove all stored County data/images from the hard disk drive and Cache memory within seven (7) calendar days of termination of the placement. Within seven (7) calendar days of data removal services or request by the County, Contractor will provide written certification (See Model Contract Attachment E. Certification for Data Removal)that data removal was completed. X. TERMS AND CONDITIONS OF SERVICE A. Tracking/Crediting Service Copies: any copies run by any representative of Contractor be tracked and credited back to the County at the end of each service-billing period. B. Preventative Maintenance and Parts Replacement 1. Preventative Maintenance Parts List(s): Contractor will provide the pages from the service manual, for each installed device, indicating the manufacturer's replacement schedule for preventative maintenance (PM)parts, including parts names which may be included in PM Kits, and manufacturer's part numbers to the County? (This information will be used by the County to evaluate service work that is being performed by Contractor. 2. Original Equipment Manufacturer Parts: Contractor agrees to provide only Original Equipment Manufacturer Parts and supplies when repairing, servicing, or supplying consumable items for each device. Failure to do so will constitute a breach of contract and require Contractor to fully compensate the County for any real or perceived loss or damage. 3. Parts Replacement: For the entire life of each device covered under a service contract with the Contractor, Contractor shall replace all parts and provide "Preventative Maintenance" parts according to the manufacturer's recommended replacement schedule. In addition, if any part fails before reaching the manufacturer's estimated life expectancy, Contractor will replace failed parts as long as the device is covered under a service contract by Contractor. 4. Management and Evaluation: The County reserves the right to monitor and evaluate all aspects of Vendor's invoicing and service work that is executed by Contractor for all equipment that is leased or covered under a service contract by Contractor on an ongoing basis. Contractor shall provide all requested lease and service contract data, billing and invoicing data, and/or service call history data within ten (10) business days of such a request whether made by telephone or e-mail. Contractors agree not to object or hinder in anyway the ongoing evaluation of cost, volume, equipment performance and Contractor's performance of services provided to the County. 5. Data Request: Contractor agree to pay to the County $50.00 in liquidated damages per consecutive day, beyond 10 business days, that Vendor delays delivering requested lease and/or service contract data, billing and/or invoicing data, and/or service call history data. G. Monthly Reports: Contractor will deliver monthly reports in an electronic format acceptable to the County. The reports will be formatted in an acceptable manner and include the following for each device acquired from Contractor. -make/model-serial County of Orange Digital Multifunctional Copiers,Printers, Page 11 of 21 County Execadve Office Software,Related Accessories and Services File No.:2348403 DocuSign Envelope ID:23D5551 C-85713-49513-BAAA-3F77C3713E65 number - Contractor ID number — location - room number - the monthly meter readings(for each billable meter per device) i. In addition to the above data, each report will include all service calls performed during the past 30 days, the date and time the call was placed,the date and time the technician arrived onsite,the beginning meter reading of the service call,the ending meter reading of the service call, a complete description of the reason for each call, the remedy provided by Supplier, and a complete list of all parts including the manufacturer's part numbers that were required to complete each service call. ii. All calls will be recorded and be categorized as a service call, return with parts call, a call back, operator error call or courtesy call. These monthly reports shall be provided at no additional expense to the County for the life of the equipment. C. Equipment Relocation 1. Within a building: If, during the contract period,the need arises to move or relocate equipment purchased under this contract within a building,will Contractor agree to move the equipment at no additional charge to the County. I From one building to another building: If,during the contract period,the need arises to move or relocate equipment purchased under this contract from one building to another building, will Contractor agree to move the equipment at no additional charge to the County. D. Data Security for proposed Equipment 1. Overwrite Capability: proposed devices have the capability for at least a onetime overwrite after the completion of each copy/print/scan job and a structured three(3) times overwrite (DoD) on a weekly off hours (outside of working days, 8:00a.m.- - 5:00p.m.) schedule. 2. De-installation of Hard Drives for Purchased Devices at end-of-life: Contractor agrees, at no additional charge, to de-install each hard drive and turn each hard drive over to the custody of personnel authorized by the County so that the County may oversee the complete destruction of the hard drive and any confidential data contained therein. This applies to purchased devices only. 3. Replacement Hard Drive / Overwrite Software: Overwrite Software is included in pricing. Note: Any hard drive replacement shall occur at the end of the life cycle before the device is dcinstalled and while the device is still located at the County's site. 4. Hard Drives Erasure and Certification. Contractor agrees to take responsibility of securely erasing or destroying residual data stored in the hard disk drive. Contractor will permanently remove all stored County data/images from the hard disk drive and Cache memory within seven (7)calendar days of termination of the placement. Within seven (7) calendar days of data removal services or request by the County, Contractor will provide written certification (See Model Contract Attachment E. Certification for Data Removal)that data removal was completed. 5. Removal of Hard Drive from the County's Site: Contractor agrees that no hard drive, for any reason, for any device acquired under this Contract,will be removed from the County's site at any time by Contractor, unless all data contained in the hard drive has been removed utilizing software that will overwrite the hard drive, and that removing a hard drive from the County's site without confirming that the hard drive has been erased will constitute a breach of contract. County of Orange Digital Multifunctional Copiers,Printers, Page 12 of 21 County Executive Office Software,Related Accessories and Services File No.:2348403 DocuSign Envelope ID:2305551C-857B-495B-BAAA-3F77C3713E65 6. Protection of Confidential Information: Contractor understands that documents left in or on any device may contain confidential information that must be protected and agrees that all documents found in or on any device by Contractor will be handed to authorized County personnel and that the documents will not be placed in a trash can or recycle bin by any representative of Contractor. E. Supplies 1. Supply Shipping: agree to ship and/or deliver supplies (including toner and staples) to the County for no additional charge? If no,please explain how shipping charges will be determined. 2. Supply Shipping: 1-2 Business day for toner to be delivered after it has been ordered. 3. Supply Shipping: Late Delivery: To assure the County that Contractor's intention is to deliver toner within the number of days stated above, Contractor will compensate the County with$5.00 credit for each late delivery. 4. Used Toner and Toner Containers: Contractor will pick up the empty/used toner containers at no cost, 5. Cost of Staples:$50.00 per box of 3 cartridges. 15000 Staples Per Box. 6. Auto Supply Replenishment: Contractor ship supplies automatically based on the usage of each device without the County having to place an order. 7. Spare set of toners on-site: Contractor will allow the County to keep a spare set of toners on hand (at each site) for each model type as well as for each high-volume device,at no additional cost. F. Extended Service Coverage 1. Years 6 and 7:When any device is 5 years old,if the device has not reached the 60- month volume (see Terms and Conditions of Acquisition) and the device is experiencing an average of 1 or fewer service calls per month,will Contractor offer extended coverage for years 6 and 7. 2. Terms for Extended Coverage: Contractor will offer the same level of service for years 6 and 7(as provided for the first 5 years). 3. Service Rate Increase: As compared to the proposed rates for Year 5,the estimated service rate increase for years 6 and 7 is 10%. XI. CURRENT PRINTER FLEET SERVICE/SUPPLIES A. Current Printer Fleet Services/Supplies Terms 1. MakeslModels: Service/Supplies will be provided for all currently installed make/models Listed. 2. On an "As-is" Basis: Contractor provide service for the existing printer fleet on an as-is basis,i.e.,with no inspection or charges to"bring the equipment up to contract- level specifications" before the contract begins? Any device that will not produce a printed page at the start of the contract will be excluded from this requirement. The County will tape into consideration the exclusion of any printer found to be operable,but in extremely poor condition. 3. Contractor agrees that the contract cannot be assigned to another Service Company without the written permission of the County or canceled by Contractor except for non-payment of the service contract by the County. County of Orange Digital Mulh;functional Copiers,Printers, Page 13 of 21 County Executive O,fce Software,Related Aceessorles and Services File No.:2348403 DocuSign Envelope ID:23D5551C-857113-49515-113AAA-3MC3713E65 4. Contractor agrees to submit all contract invoices and billing in a timely manner. The contract shall include network interface support,labor, and all consumable parts and supply items excluding paper. The contract shall include all parts required by the equipment manufacturer to keep all equipment operating within manufacturer specifications. The service contract shall also include all travel time, mileage, and labor. 5. Firmware Upgrades (after initial installation): Except for firmware upgrades Contractor will install prior to delivery of a device, Contractor agrees to NOT take the initiative to do any additional firmware upgrades or change configuration settings without the County's permission. 6. Adding Printers/MFPs to the Contract: Contractor agrees that printers/MFPs can be added to the contract at the proposed rates at any time, provided the model of the additional printer is already under contract or a new model is approved by Contractor and connected to the County's network. 7. Equipment Replacement: Contractor shall replace printers that cannot be repaired on a like-for-like basis at no additional cost as long as the contract is in effect and also agree that all replacement devices shall become property of the County? (This will apply to all devices covered under the contract.NO 8. Printer Relocation by the County: If during the contract period, the need arises to move a printer covered under this contract, Contractor allows County personnel to move the equipment without affecting the contract coverage. 9. Printer Relocation Notification: Contractor allows printer/WP relocation notifications via email at service(o-)c3tech.com. 10. Annual Preventative Maintenance on all devices covered under the contract: Contractor provide annual preventative maintenance for printers/MFPs covered under this contract at no additional cost. 11. Parts Replacement for Existing Devices: For the entire life of each existing device covered under a service contract with Contractor, Contractor will replace all parts and provide "Preventative Maintenance" parts according to the manufacturer's recommended replacement schedule?, In addition, if any part fails before reaching the manufacturer's estimated life expectancy, will Contractor replace failed parts as long as the device is covered under a service contract by Contractor. 12. Supply Failure Rate:average failure rates for OEM: I%,and for 3rd Party: 1%. B. Current Printer Fleet Service/Supplies Pricing 1. Cost-per-print for a contract that uses only OEM parts and supplies as well as pricing for a contract that uses third party high-quality compatible supplies. Pricing for B/W Prints on B/W Devices OEM parts and supplies) 3rd Party parts and supplies) $0.044 $.0179 Pricing for B/W Prints on Color Devices OEM parts and supplies) 3rd Party parts and supplies) $0.044 $0.0179 County of Orange Digital Multifunctional Copiers,Printers, Page 14 of 21 County Executive Office Software,Related Accessories and Services File No.:2348403 DocuSign Envelope ID:2305551 C-857B-495B-BAAA-3F77C3713E65 Pricing for Color Prints OEM parts and supplies) Ord P arts and supplies) $0.24 $0.11 XII. SOFTWARE TECHNICAL REQUIREMENTS A. Option 1 -On-Premises Software Solution:PaperCutMFD version 22,0 B. Support and Recommended Server Operating System(s) 1, Supported Server Operating Systems: Microsoft Windows (64-bit), Apple macOS 10.15 (Catalina) or higher, Windows Server 2022 /2019 /2016 1 2012 R2 / 2012 / Windows 111 Windows 10 2. Recommended Server Operating Systems: Note: Core, server, advanced server, enterprise edition, 64-bit edition,workstation,professional versions all supported. If using Windows Server 2012 or 2012 R2, make sure the Server-Gui-Mgmt-Infra feature of Windows Server is installed. 3. Universal Print Driver Offered i. Universal Print Driver allow the user full access the device's finishing options, i.e.,stapling and 3-hole punch ii. Devices can be remotely configured individually or in groups of like devices. 4. Secure Print Release ("Follow-Me"): This capability provides the ability for the sender to have their document(s) printed only if their ID code is entered at the machine. The user should be able to request, from any device on the network which is configured for this function,that their print job be printed at the device from which the request is made. 5. User Identification:Users can be assigned a unique identification number 6. Cost Accounting: Tracked activity can be assigned to one or more accounting codes as defined by the County. 7. Activity Management: Device features and functions can be limited by user, organization, accounting code,or any combination. $. User Limiting Function: Users can be assigned hard volume or cost limits that prevent further use until approval(s) are granted. These same limits can be "awareness"warnings at various thresholds,with no usage prevention. 9. Server-Based Document Processing: Action taken for a scanned document will be handled at the server level rather than making use of device resources. 10. Automatic Generation and Distribution of Reports: reports are able to have automatic generation and distribution. 11. User Authentication: Users must use an assigned access code in order to gain access to device features and functions. This access code can be entered at the desktop or at the device. 12. Active Directory Authentication Support: solution being proposed supports Active Directory authentication. 13. Print Driver Auto Deploy: has an auto print driver deploy option which allows for auto-loading of print drivers based on specific subnets with no additional cost. County of Orange Digital Multifunctional Copiers,Printers, Page 15 of 21 County Executive Offrce Software,Related Accessories and Services File No.:2348403 ❑ocuSign Envelope ID:23D5551C-657B-49513-13AAA-3F77C3713E65 14. Pricing: Embedded Software License Cost: one-time purchase cost per newly installed device for the license to enable the proper functional interoperability with software. i. $332.80 per license per Multi-Function device ii. $1,16.80 per device for required installation/configuration support iii. $520.00 per server 15. Pricing: Card Reader for Copier/MFDs:$144 per card reader,connected via USB, 16. Pricing: Ongoing Maintenance/Support Pricing: $416 per device for 5 years. 17. Multiple Instances: In the event that the County would need multiple instances of the proposed software for departments due to the network infrastructure/firewalls. i. $520.00 per server 18. Training:Training included during implementation and ongoing. i. User Based Training ii. Admin Training. iii. Knowledge Base and Manuals available 24/7 iv. $0 per hour for up to 10 people 19, Professional Services: price for professional services for solution customization and/or additional support. i. $116.80 per hour. C. Option 2-Cloud Based Solution:PaperCut 22.0-PaperCut MF 1. Universal Print Driver Offered i. Universal Print Driver allow the user full access the device's finishing options, i.e., stapling and 3-hole punch ii. Devices can be remotely configured individually or in groups of like devices. iii. Device provides automatic device discovery. 2. Secure Print Release("Follow-Me")-This capability provides the ability for the sender to have their document(s) printed only if their ID code is entered at the machine. The user should be able to request, from any device on the network which is configured for this function, that their print job be printed at the device from which the request is made. 3. User Identification: Users can be assigned a unique identification number 4. Cost Accounting: Tracked activity can be assigned to one or more accounting codes as defined by the County. 5. Activity Management: Device features and functions can be limited by user, organization, accounting code, or any combination, 6. User Limiting Function: Users can be assigned hard volume or cost limits that prevent further use until approval(s) are granted. These same limits can be "awareness" warnings at various thresholds,with no usage prevention. 7. Server-Based Document Processing: Action taken for a scanned document will be handled at the server level rather than making use of device resources. County of Orange Digital Multifunctional Copiers,Printers, Page 16 of 21 County Executive Office Software,Related Accessories and Services File No.:2348403 DocuSign Envelope ID:23D5551C-857B-4956-BAAA-3F77C3713E65 8. Automatic Generation and Distribution of Reports: reports are able to have automatic generation and distribution. 9. User Authentication: Users must use an assigned access code in order to gain access to device features and functions. This access code can be entered at the desktop or at the device. 10. Active Directory Authentication Support: solution being proposed supports Active Directory authentication. 11. Print Driver Auto Deploy: Solution proposed has an auto print driver deploy option which allows for auto-loading of print drivers based on specific subnets. 12. Pricing: Embedded Software License Cost: the cost per newly installed device for the license to enable the proper functional interoperability with software proposed. i. $332.80 per license per Multi-Function device per one-time (specify one-time, monthly,annually) ii. $116.80 per device for required installation/configuration support iii. $520.00 per server 13. Pricing: Card Reader for Copier/MFDs:$144 per card reader,connected via USB. 14. Pricing: Ongoing Maintenance/Support Pricing: $416 per device for 5 years. 15. Multiple Instances: If the County would need multiple instances of the proposed software for departments due to the network infraMcture/firewalls. iv. $520.00 per server 16. Training: Training included during implementation and ongoing. v. User Based Training vi. Admin Training. vii. Knowledge Base and Manuals available 24/7 viii. $0 per hour far up to 10 people 17. Professional Services: price for professional services for solution customization and/or additional support. ix. $116.80 per hour. XIII. SUPPORT FOR SOFTWARE SOLUTION A. Device Management and Usage Tracking Software Support 1. Placing a Support Call: i. Support calls are available by web portal 24/7(3uww.c3tech.com/my--c3) ii. Phone M-F 8:00am-5:00pm phone(714)689-1700 iii. Email(service a,c3tech.com). iv. Asset Tag and or Serials will be needed to initiate support. 2. Method of Delivery of Support Services: Software Support will be delivered by a remote access conference connection. Users can also phone in to listen/speak in conversation. 3. Priority 1,Critical: County of Orange Digital Multifunctional Copiers,Printers, Page 17 of 21 County Executive Office Software,Related Accessories and Services Flie Na:2348403 DocuSign Envelope I0:23D5551C-857B-495B-BAAA-3F77C3713E65 "Critical" is defined as any system status where a major feature fails to function, the system is not fimetioning, or a major business process is seriously disrupted. i. Target Response in I hours ii. Target Resolution in 4 hours 4. Escalation Process for Priority 1 Issues: "Escalation Process" is defined as a specific sequence of documented, hierarchical actions that is expected to take place to reach problem resolution. For issues not resolved within the target resolution period, please describe your escalation process for Priority 1 issues. i. Escalation of Priority 1 Issues will be taken by C3's internal CIO and software Contractor's emergency team. Client will be communicated as information are updated. 5. Compensation for Exceeding the Target Resolution Period for Priority 1 Issues:NO 6. Priority 2,High: "High" is defined as any system status where a major feature intermittently fails to function,or a major business process is intermittently seriously disrupted. i. Target Response in 4 hours ii. Target Resolution in 8 hours 7. Escalation Process for Priority 2 Issues: `Escalation Process" is defined as a specific sequence of documented, hierarchical actions that is expected to take place to reach problem resolution. For issues not resolved within the target resolution period, please describe your escalation process for Priority 2 issues. i. Escalation of Priority 2 Issues will be taken by C3's internal IT Manager and - software Contractor's level 3 team. Client will be communicated as information are updated. 8. Compensation for Exceeding the Target Resolution Period for Priority 2 Issues:NO 9.Priority 3,Medium: "Medium" is defined as any system status where a feature intermittently fails to function,or a business process is intermittently disrupted. i. Target Response in 8 hours ii. Target Resolution in 24 hours 10. Escalation Process for Priority 3 Issues: Escalation of Priority 3 Issues will be taken by C3's internal Level 11 Team and software Contractor's level 2 team. Client will be communicated as information are updated. It. Priority 4: Low: resolution time period for support calls related to a minor usability, presentation or cosmetic problem that does not affect the ability to use the product. i. Target Response in 24 hours ii. Target Resolution in 48 hours XIV. HARDWARE CATALOG AND HARDWARE PRICING A. Hardware Catalog and Hardware pricing on Attachment D,page 42. E. All devices shall be new/unused, the most current model version, and newly manufactured as defined in the Contract. C. Prices include all requirements, including all expenses for set-up, delivery, installation of device, County of Orange Digital Multifunctional Cgpiers,Printers, Page 18 of 21 County Executive Office Software,Related Accessories and Services .File No.:2348403 DocuSign Envelope ID:23D5551 G857B-495B-BAAA-3F77C3713E65 a surge protector, a line conditioner(if recommended by the manufacturer), and a stand/pedestal as recommended by the manufacturer(if required). D. Prices include a truck or van delivered price to the install location. Prices are F.O.B. to the delivery point,with Contractor assuming all responsibility in making necessary adjustments with freight companies or in replacing all devices damaged in transit to the satisfaction of the County. E. All prices for Optional Equipment shall include all expenses for set-up, delivery, and installation of optional equipment. XV. SERVICE PRICING A. Contractor agrees that the service contract cannot be assigned to another Service Company without the written permission of the County or canceled by Contractor except for non-payment of the service contract by the County. Contractor also agrees to submit all service contract invoices and billing in a timely manner. All service contract requirements shall apply if equipment is purchased or leased. The service contract shall include network interface support, unlimited supplies of all toner, all developer, drums, all consumable parts, toner waste containers, and all other supply items excluding paper. The service contract shall include all parts and Preventive Maintenance (PM) parts as required by the equipment manufacturer to keep all equipment operating within manufacturer specifications. Contractor will be required to use Original Equipment Manufacturer (OEM)parts and supplies when servicing the fleet of equipment. Replacement of PM parts shall occur according to the manufacturer's schedule. The service contract shall also include all travel time,mileage,and labor. B. Service billing shall occur Quarterly in Arrears based on actual usage, with no minimum volume guaranteed.Rates are as listed below: Se ent: Year 1: Year 2: Year 3: Year 4: Year 5: Copier/MFD-35PPM B/W $0.00297 B/W $0.00297 B/W $0.00318 B/W $0.00343 B/W $0.00378 B/W Copier/MFD-45PPM B/W $0.00297 B/W $0,00297 B/W $0.00318 B/W $0.00343 B/W $0.00378 B/W Copier/MFD-55PPM B/W $0.00297 B/W $0.00297 B/W $0.00318 B/W $0.00343 B/W $0.00378 B/W Copier/MFD-65PPM B/W $0.00297 B/W $0.00297 B/W $0.00318 B/W $0.00343 B/W $0.00378 B/W Copier/MFD-75PPM B/W $0.00297 B/W $0.00297 B/W $0.00318 B/W $0,00343 B/W $0.00378 B/W Copier/MFD-85PPM B/W $0.00297 B/W $0.00297 B/W $0.00318 B/W $0.00343 BIW $0.00378 BIW Copier/MFD-95PPM B/W $0.00297 B/W $0.00297 B/W $0.00318 B/W $0.00343 B/W $0.00378 B/W Copier/MFD-35PPM $0.00297 B/W $0.00297 B/W $0.00318 B/W $0.00343 B/W $0.00378 B/W Color $0.0347 Color $0,0347 Color $0.0371 Color $0.04 Color $0.044 Color Copier/MFD-45PPM $0,00297 B/W $0.00297 B/W $0.00318 B/W $0.00343 BIW $0.00378 B/W Color $0.0347 Color $0.0347 Color $0.0371 Color $0.04 Color $0.044 Color Copier/MFD-55PPM $0,00297 B/W $0.00297 B/W $0,00318 B/W $0.00343 BIW $0,00378 B/W Color $0.0347 Color $0.0347 Color $0,0371 Color $0.04 Color $0.044 Color Copier/MFD-65PPM $0.00297 B/W $0.00297 B/W $0.00318 B/W $0.00343 B/W $0.00378 B/W Color $0.0347 Color $0.0347 Color $0.0371 Color $0.04 Color $0.044 Color Copier/MFD-75PPM $0.00297 B/W $0.00297BIW $0.00318 BIW $0.00343 B/W $0.00378 B/W Color $0.0297 Color $0.0297 Color $0.0371 Color $0.04 Color $0.044 Color County of Orange Digital Multifunctional Copiers,Printers, Page 19 of 21 County Executive Office Software,Related Accessories and Services File No.:2348403 DocuSign Envelope ID:23D5551C-857B-495B-BAAA-3F77C3713E65 Segment: Year 1: Year 2: Year 3: Year 4: Year 5: Segment: Year 1: Year 2: Year 3: Year 4: Year 5: Production Copier/MFD- $0.00297 B/W $0.00297 B/W $0.00318B/W $0.00343 B/W $0.00378 B/W 110PPM B/W Production Copier/MFD- $0.00297 B/W $0.00297 B/W $0.00318B/W $0.00343 B/W $0.00378 B/W 120PPM B/W Production Copier/MFD- $0.00297 B/W $0.00297 B/W $0.00318 B/W $0.00343 B/W $0.00378 B/W 75PPM Color $0.0297 Color $0.0297 Color $0.0318 Color $0.0343 Color $0.0378 Color MFP-30PPM B/W(Laser) $0.044 B/W $0,044 B/W $0,047 B/W $0.051 B/W $0.056 BIW MFP-30PPM B/W(Laser) $0.044 B/W $0.044 B/W $0.047 B/W $0.051 B/W $0.056 BIW Software Compatible MFP-30PPM Color(Laser) $0.044 B/W $0.044 B/W $0.047 B/W $0.051 B/W $0.056 BIW $0.24 Color $0.24 Color $0.257 Color $0.278 Color $0.306 Color MFP-30PPM Color(Laser) $0.044 B/W $0.044 B/W $0.047 B/W $0.051 B/W $0.056 B/W Software Compatible $.24 Color $.24 Color $0.257 Color $0.278 Color $0.306 Color MFP-50PPM B/W(Laser) $0.044 B/W $0.044 B/W $0.047 B1W $0.051 B/W $0.056 BIW MFP-50PPM B/W(Laser) $0.044 B/W $0,044 B/W $0.047 B/W $0.051 B/W $0.056 B/W Software Compatible $0.24 Color $0.24 Color $0.257 Color $0.278 Color $0306 Color MFP-50PPM Color(Laser) $0.044 B/W $0.044 B/W $0.047 B/W $0.051 B/W $0.056 B/W $0.24 Color $0.24 Color $0.257 Color $0.278 Color $0.306 Color MFP 50PPM Color(Laser) $0.044 BIW $0.044 B/W $0.047 B/W $0.051 B/W $0.056 B/W Software Compatible $0.24 Color $0.24 Color $0.257 Color $0.278 Color $0.306 Color Printer-30PPM B/W $0.044 B/W $0.044 B/W $0.047 B/W $0.051 B/W $0.056 B/W Laser Printer-30PPM Color $0.044 B/W $0.044 B/W $0.047 B/W $0.051 B/W $0.056 B/W (Laser) $0.24 Color $0.24 Color $0.257 Color $0.278 Color $0.306 Color Printer-50PPM B/W $0.044 B/W $0.044 B/W $0.047 B/W $0.051 BIW $0.056 B/W aser Printer-50PPM Color $0.044 B/W $0.0444 B/W $0.047 B/W $0.051 B/W $0.056 BIW (Laser) $0.24 Color $0.24 Color $0.257 Color $0.278 Color 0306 XVI. MISCELLANEOUS CLAUSE: Contractor shall provide a quote for items not listed under Attachment A and shall not exceed $25,000 per invoice. Miscellaneous items not listed in the Contract, may be purchased off this Contract. Contractor will provide requesting department with quote and process order once the County department has authorized the order in writing. Prices shall include all costs, but not limited to, overhead, all necessary labor, transportation, freight, delivery and/or shipping/handling fees, fuel/fuel surcharges,mileage, storage, self-imposed fees and any other costs necessary to provide the items requested. County of Orange Digital Multifunctional Copiers,Printers, Page M of 21 County Executive Office Software,Related Accessories and Services .File No.:2348403 DocuSign Envelope ID:231135551 C-857D-495B-BAAA-3F77C3713E65 In addition to the commodity requirements and all other terms and conditions provided herein, Contractor shall satisfy the following billing/invoicing procedures for miscellaneous items not named specifically on this attachment. Failure to follow these procedures fully may delay payment of miscellaneous items. A. An authorized County Department staff member will contact the Contractor to obtain a written quote for any items needed that are not listed above or are of a different quantity than specified. B. An authorized County Department staff must obtain a quote for items on the Contract if purchased in different quantities than listed on the Contract. C. Contractor to include all charges in the quote including but not limited to; initial set-up fees and/or color matching fees,rush charges(if applicable)and shipping charges. D. If the authorized County Department staff member finds the quote satisfactory, the authorized staff member will sign the quote and email or fax it back to the vendor authorizing the purchase. The Contractor under no circumstance shall release or deliver any miscellaneous items without a written quote signed by an authorized County Department staff member,in their possession. E. Contractor must attach with the invoice a copy of the matching quote with the authorized County Department staff member signature. F. The agency/department shall certify on the invoice that the prices are per the signed quote. County of Orange Digital Multifunctional Copiers,Printers, Page 11 of 21 County Executive Offrce Soflware,Related Accessories and Services File No.:2348403 DocuSign Envelope ID:23D5551C-857B-495B-SAAA-3F77C3713E65 DootiSign Envelope ID:76D14AB2-9F4A-40CF-91EC-97EO53923777 Municipal Luse Agreement $'I.$*Purchase Option Transaction Agreement# Lessor: Lesscm SHARP ELECTRNICS COPORATION county of orange 100 Paragon Drive,Box Q t �]Or■ rNaniof Montvale,NJ 07645 �iiest Civic Center Drive Email:snapcustomerservice@sharpsec.com (SwcatAdaron) 92701 Orange Phone.,(201)529-8932 1 Santa Ana CA tcnrl (smta) tzia CQdrl i[baatvl We have writlenthis Agreement in plain language because we want you to untlerstand its terms.Please read your copy of this Agreement carefully and feel fire to ask us any questions you tray have.The word"Agracum 'means tlrls master lease agreement.The word"Schedule"means any lease schedule under this Agieement which has been signed by you and accepted by us.The word"Lease"means this Agreement and a Schadule.The words and"you"and"your"mean the Lessee named above,The words"we, "us,"and"our"refer to the Lessor named above.Other capitalized terns not otherwise defined in this Agreement nit desor't'bed in the Schedule. TERMS AND CONDITIONS IMPORTANT:'THE PROVISIONS OFTHIS AGREEMENT MAY NOT BE ALTERItD EXCEPT BY WAY OF WRITTEN AGREEMENT BETWEEN YOU AND US. 1.AGREEMENT;PAYMENTS:We agree to lease to you and you agree to lease flan us the Equipment("Equipment')listed on any Schedule.You promise to pay us the Leasepayrnents according to the terms of-the schedule.S tMeet to tonaination fiat-non-appropriation described in Section 17,you are unconditionally obligated to pay to us 41 Lease payments and other amounts due under each Schedule for the full Tenn unless section K;Termination in RCA-017-23010022 is exencised.You are not entitled to reduce or set-off against Lease payments or other amounts due under each Schedule for any reason whatsoever.Ifpayment is not received when due,you agree to pay a elm-go at the rate of ton(100%)percent per annurn or the madiman amountpennitted by law,whichever'is less,on any unpaid delinquent balance.Yon may make sopourte arrangements with Sharp or its authorized dealers("Sharp Dealers'3 to provide maintenance,service,and supplies for the Equipment.You agree that we will not be responsible to provide you with any maintenance,service,and supplies and that any payments you make to us on account of any cortbinedbilling will be attributed first against any Lease payments which are then due,with the remainder lobe paid to the Sharp Dealer. In the evemtof conflict between the terns oftbe Lease and any other agreement,including but not Haafted to Invitations for Bid or Purchase Orders,the teens of the Lease shall eontroL 2.GENERAL TERMS;EFFECTIVENESS:Youagree to all the terms and conditions of this Agreement and each Schedule.All Equipment will be used for business and/or commercial purposes and will not be used for personal,family erbousehold purposes.You acknowledge receipt of this Agreement and each Schedule. TI-IIS AGMEEMENT AND EACH SCHEDULE WILL NOTCOMIvIENCE AND WILL NOT BE BINDING ONUS UNTIL ACCEPTED IN OUR DOUGLAS COUNTY,MINNESOTA OFFICES.You appoint us as your aitorney-in-tilctto execute,deliver and record financing statements on your behalf to shove our interest in the Equipment You agree that we ace authorized,without notice to you,to supply missing infonnntion or correct obvious en-ors in this Agreement and any Schedule. 3. ACCEPTANCE,COMMENCEMENT.You agree to furnish is a written statement(a)acknowledging receipt and proper installation of the Equipment in good wonting condition and(b)accepting the Equipment fur all purposes under the Leese.The term of this agreement will begin on the date the lessor sdgns the lease(called the"Commencement Date")and continuing on the same day of each billing period for the tern of the Lease. Unless otherwise stated in the cor9nA the first payment will be due thirty days from the"Conunencement Date". 4.PURCHASE OPTION:Upon exphation of the original Tenn or the extended Tenn,and if(a)you have paid all Lease payments,all outstanding charges,(b)the Schedule contains a purchase option,and(c)you have given us at least thirty(30)days written notice,prior to the end of the Tenn,that you will exercise the purchase option,then you will have the option to purchase the Equipment at the end of the Tenn for the purchase option amount of 1.At the time of purchase,you must pay us the purchase option amount for the Equipment,plus any property,sales or use taxes assessed or levied on the equipment or its sale.Upon our receipt of thepurcbaao option amount plus all applicable taxes,we will transfer title to the equipment toyou"AS-IS,WHERE-15"WITIiOUT ANY REMORNTATION OR WARRANTY. 5.WARRANTIES:WE ARE LEASING THE EQUIPMENT TO YOU"AS IS,"WITH NO WARRANTIES EXPRESSED OR IMPLIED AND SPECIFICALLY DISCLAIMING WARRANTIES OF MERCHANTABILTY OR FITNESS FOR A PARTICULAR PURPOSE.You acknowledge thatyou have selected the Equipment covered by each Schedule.We are not liable to you for any breach of thane warranties You agree that upon your acceptance of this Equipment, you will have no set-ot1's or counter-claims against us. IMPORTANT:READ BEFORE SIGNING.THE TERMS OF THIS AGREEMENT(INCLUDING THOSE ON THE REVERSE SIDE)AND ANY SCHEDULES SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE.TERMS OR ORAL PROMISES THAT ARE NOT CONTAINED IN THIS WRITTEN AGREEMENT MAY NOT BE LEGALLY ENFORCED.YOU AGREE TO COMPLY WITH 7I1E TERMS AND CONDITIONS OF EACH LEASE.EACH LEASE IS NOT CANCELABLE unless section K,Terhrdmalion ar RCA-017-23018622 is exemised- YOU CERTIFY THAT ALL THE INFORMAT7 ON GIVEN IN THIS AGREEMENT,ANY SCHEDULES AND YOUR APPLICATION WAS CORRECT AND COMPLETE WHEN THIS AGREEMENT WAS SIGNED.TI ITS AGREEMENT IS NOT BINDING UPON US OR EFFECTIVE UNLESS AND UNTIL W EXECUTE THIS AGREEM ENT.TI IIS AGREEMENT AND ALL SCHEDULES WILL BE GOVERNED BY THE LAWS OF THE STATE IN WHICH YOU ARE LOCATED IN.YOU AGREE TO THE J URISDICTION AND VENUE OF FEDERAL AND SPATE COURTS I N THE STATE YOU ARE LOCATED 1N. ACCEPTED BY.- PROPOSED BY. LESSOR; LESSEE: �Zrled 6r: r�D.o+cuSigrivel by. BY: / ///Pl G/ ,1 B`!: w [1tA GIA� t� Sigaatuhe of Authorized Si er -'�� o aa�e�aa ( gn }/� (.Sigllaril7E !�d igner r re) DPA DPA Kevin Work He 3 en He rnand z TITLE: (Printe Name and Title) (Title) Printod Name p� 6/21/2023 6/21/2023 DATA i]A'fE: FFSD TAX 1i7#: DocuSign Envelope ID:23D5551C-857B-4956-BAAA-3F77C3713E65 DocuS)gn Envelope ID:76D14AB2-9F4A-4DCF-91 EC-97E053923777 i.LIABILITY.WE ARE NOTRiESPONSIUT.9 FOR ANY LOSERS OR INJURIES TO YOU OR ANYTHIRD PARTIES CAUBSDBY THE EQUIPMENT OR ITS USE NOR IN ANY EVENT WILL WE BE RESPONSIBLEFOR ANYOONSI£QUBNTIALOR 1NC]DBNTIALDAMAO&S.You sg»e to aeWburse us for,mid to dd5md us ogabastany olahus fir lasses or injuries caused by the Equipment and may costs or attorney fees related to those claims. 7.MAINTENANCE AND INSTALLATION:A Sharp Dealer will Install(mid remove with our prior written consent)the Equipment In accordance with Shares serMce policies,You will be responsible to maintain the Equipment In good working order and in compliance with all laws and reguladoris.Even ie the FAiuilimeot mal8rnctloos,or Is damnged,you agree la continue to make Lease payments unless section IC,Termination In RCA417.23010022 is exerdsad.. &ACCESS;MWMR READING;RETURN AND ALTERATION.You ugree to give us,Sharp and the Sharp Dealers swrestrhetcd Access to your promises to read meters,inspect, Install,with our prior written consent remove nod,if applicable,repair Nee Equipment.y]a the event of a location]roving restricted access,the county will nevompmay the&bop Dealer to have access to the equipment as needed.You Agree to provide motor readings for each Item of Equipment as we.Sharp,or a Sharp Dealer may request.You will not make or permit may aherntioas to the Equipment except as iglproved by us or perfn ued by Sharp or a Slurp Dealer. 4.EQUIPMENT OWNERSHIP.You shall have dtle to the Equipment immediately upon delivery and shall he deemed to be the owner of the Egatpment as long AS you are not in default under the Loan.fit the event ofdcW4 title to the Egalpmeut shall revert to as free and clear of any rights or Interests you may have in the Equipment.Iftlds document is hand not to he a Lease,then you grant us a security Interestlm the mqulpment.You also give no the right to immediately fife,at no expense,Any Uniform Commercial Cade("UCG)toaxeing statements or related flings and you Appoint us your Attorney-in-fact to sign your anion to any such f10ug that was made. I&EQUIPMENT LOCATION:Yox will keep the Equipment at the address Shown on theSehedule and yea will not allow the Equipment to be moved from that Address tudessyou get our prim'written consent. It.TAXES•,PERSONAL PROPERTY TAX;Yon agree that yea wit pay its,when Involced,all taxes(including any Sales,use,and personal property taxes),now,Interest and penalties relating to each Lease and die Equipment(excluding taxes based an or ndineome).Yam agree to ale any required personal property tax returxs and,if wa ask,you will provide as with proof of payments.We may,but do not have to,contest shy tax assessment. 12.INSURANCE You will boar the entire riskof loss,theft and destruction of the Equipment until a0 amanats due and to become dim ands•theLease are paw In fall and the Equipment has been returned to us It goad working order.You will either-(a)(upon oar written approval)self lusare tiro Equipment nod either replace or repair anylost,stain, damaged or destroyed Equipment within thirty(30)days after the otems7ence thereof(w1111 clear tile to Any replacements or repairs Icing Traosfered to us);or(b)keep the Equipment Insured far its full replacement valve against all types ofless,Including deft,and mime m or Our Assignees is loss payee and provide And maintain an acceptable general penile liability Insurance policy,or with our written approval seHinsure against general public"I ty.If we have not approved a self insurance plan and you have not provided Acceptable evidence of Insurance,or If you request that we obtain properly Insurance fix our Interest only we moy,bat will not he obligated to,obtain stick hmsus•nnee far the loss, damage or destruction of the Equipment,and charge you the insurance prembmrswe most pay for such coverage for the AM teen of the Lease,Tins cost for coverage maybe different ftrom your east to obtain coverage sailor your owls Insurance policy.Coverage will Include such risk and deduetibles,if any,ohs we may request from our Insurance provider.At your Sole discretion and expeusq you maywish to obtain Insurance coverage fsnm yaurinsurancecompaany for anyiulerestyou may have in the Equipment or Loose.No loss,tkeft or damage will rellove you of any payment obligations under may tease. 13.)ASSIGMPNT:YOU MAY NOT SELL,PLEDGE,TRANSFER,ASSIGNOR SUDLEASB THE EQUIPMENT FOR THIS AGRE9MENTOR ANY SCHEDULE. We may,whthasl notifying you,sell,assign or[rimier all ar any parts of this Agreement,rely Schedule and/or the Equipment Any such assignment,auto,or transfer will net relieve re of any obligation we may have to you under the Lease.Oar Assignee(and may,subsequentAtsignees)w01 have the same rights that coo have,but will Not have to perform any of oar u111igatlmm.You Agree that you will nut assert against the Assignee any elsisns,defenses or rot-offs that you my have against us or any supplier.V you Are given notice of ate Anigm,a,yas aguxe to respond to Any requests about the Lane wml,Hdhrected by us,to pay the Assignee all Lease payments said odes•atnomda dam under the Lease.You agree that If we sell,resign,transfer this agreement,Ike sew Lessor wlll have tie same rights and benefits that we now have and will nut have to perform any of our obllgntiens.You agree thatthe rights of the new Lessor will net be subject to any claims,defonses,or set OM that you may have agnitUt aa. 14.)DefAulk Damages:If you hall to rake any Leon payment when due or you are otherwise in default ofyour dufles or obligations under any Lease,we may(as liquidated damages and not as n patatly)accelerate The remakninng balaoae due or to became due under such Lease rural demand Ile immediate return ofthe Equipment to us.IF you do not return the Equipment to us within(10)days of on,xoden of your detheit,you will also pay a liquidated Equipment charge equal to our renaannble estimate of the fairmarket value or the Etpsipment which shall not be less than the anticipated Lane-end residual value of the Equipment.We may also use may remedial avAllable to m under the Uniform Commercial cads or Any other appNesdile law.You agree to pay our attorney fins Agrreed to be 25%of any autstamtingbabnce plus xA actual coats,Including all costs of any Xquipeacut repossession,You agree thatwe have no ditty to mldgate any domages to as caused by your default.You witive Any notice of our repossession or of die Equipment.By repossessing any Equipment,we do not weirs au•right to coEact the balance due or to became due an any Lease.Our delay or faflire to enlor ee our twits under this Agreement or any Schedule will sat prevent us from doing so at a later time. 11)FINANCE LEASE,AMENDMENT&THIS AGREEMENT AND EACH SCHEDULE IS A"FINANCC LEASE"UNDER THE UNUtORM COMME4(3AL CODE("ULIM THIS AGREEMENT AND EACH SCHEDUL.L MAY NOT BE AMENDED EXCEPT IN WRITING,WHICII WE HAVE SIGNED.YOU WAIVE ANY AND ALL RIGHTS AND REMEDIES YOU MAY HAVE UNDER UCC2A 303 AND UCC2MM THROUGH?.A-522,INCLUDING,WITHOUT LIMITATION,ANY RIGHT TO;(A)CANCEL THIS AGREEMENT AND EACH SCHIDUL14 uakas section It;T•ermlostion In RCA-017-23010U221s axerched.(b)REJECT TENDER OF THE EQUIPMENT;(a)REVOKE ACCEPTANCE OF THE EQUIPMENT;(d)RECOVNR DAMAGES FOR ANY BRXACII OF WARRANTY-(a)GRANT A SECURITY INTEREST IN TIER EQUIPMENT;AND(1) MAISE DEDUCTIONS OR SET-OFFS,FOR ANY REASON,FROM AMOUNTS DUE US UNDER THIS AGREEMENT AND EACH SCHEDULE.IF ANY PART OF THIS AGREEMENT AND EACH SCHEDULE IS INCONSISTENT WITH UCC 2A,T UR TERMS OFTIN AGREEMENT AND EACH SCHEDULE WILL GOVERN. 16.)GOVERNMENT WARRANTW&-Yon roprenent and warrant that:(a)you area duly orgaWaedpublic body corporate and politic with Bill lwwer and authority to enter late and perform your obNgatiais under thls Agreement.(b)all necessary moans of ymw governing body hove bean taken and adI necessary procedures]lave been complied with to give fug effect to the exceutien,dolvery and poriarunance of this Agreement,(c)this Agreement Is vald binding And mnfamonble Aceon ing to its tormns;(d)you have budgeted and Appropriated sutlkiext bads to make all llaymeats hod meet all of your oller obligations far tine current fiscal year and such thuds have tint been expended tar other purposes;(a)you will do nB tkkgs lawfully wlihla yourpower to obtain and maintain funds for payments(Including providing forsach payments in cash budget or sppropuinTlom request submitted and adopted),to have such porllom of bnetets or npproprbtham requests approved,and to exhaust ail uva&*W ruvlaws And appeals in the ovent such padwt of any compiled budget or Appropriation request is not Approved;(1)you have complied with all public bidding requirements applicable to this Agreement and the acquisition of the Equipment;and(g)the Egalprneat will be used a*by you and anly to perform essential gover ament or proprietary functions consWentwith the permissible scope of your authority. 17.)NON APPROPIOATION:You iotend to remit and ra souably believe that moneys In an amount sufficient to result all Lassa payments and other payments can And will inwrdly be appropriated And mark available to permit your,continued utilization of the Equipment and the performance aflts essential f methoa during the Term.The porsom(s)in charge of preparingyour budget wtl Include la each ofyour fiscal budgets a request for the Lease payments to become due In such flscal period.We Acknowledge that Appropriations of moneys for Lem payments Is a governmental function which you cannot contractually commit yourself In advance to perform and this agreement does not constitute,(1)amultiple fscall year direct or indirect debt or financial obligation;or(0)an obligation payable In may flsad year beyond the fiscal year for which finds are lawfully appropriated;or(01)an obligation creating a pledge of or alien of your tax or general revamxes.In the event that your governing board does not approve an opproprintian of fusels At any time during the Torvm for the Equipsti nt subject to the Lease,you shall have file right to reform the Equipment to us and terminate the Lease oil dse Wit day of Ina fiscal period fir•which appropriations were received without penalty or expense to you,except as to the portion ofLeace payments for wihlch funds Shop have boon apinsprlated Bad badgeled.In the event you return We Equipment to us,you will rerawve the Hquipmall and return It to A place designated by as,tWigdt and Insurance pro-pnid,In good working order,odAmo wear slid tear expected;you will be responsible for Any damage to the Equipment during shipping.At least fhhty(30)days prior to file aid of your tlscal year,your chief executive ollicer(or legal coa sel)rbldl certify in writing that(a)finsh two boas Appropriated for the fiscal perlod,Rod(b)you have exhausted all funds kgnlly available far the payment of JAM pAymmatL You acknowledge and agree that this non-aupprwpa'iatlan provision Is not intended in be used as a substitute for coxverionee termination ner fir the purpose ofrophaeing the Equipment with other adstandaliy identicall property.To the extent permitted by applicable law,you a:ksawledge and Agree not to ndlin the non-approlxiatioa provision for such purposes. 10.)SAVINGS:If my provision of tlds Agreement or any Schedule Is unenforceable,invalid or Negal,the I emaking pravfsions will continue to be effective.Ifn Leans provides for a 10%or$1.00 purchase option,each Lease pnyment includes a principal component based An to IlquipmnoT cost and an Interest component The Equlpmerst cost b the Rent divided by the Lease Rate ltactor.The portion of the Rent that constitutes Interest call be determined by applying to the Equipment cost the rate which will anortUe tie Equipment cost down to the purchase option amount by payment of the Rout.The lease charge rate eau also be cakadated using the sum of tine Equipment Cunt AN the present value,the Purchase Option Amount AS the future vudae,The Loam payment ae the payment mud the Lease Term As die term.Tile bum charge rate may be higher;ham the actu al annual Interest r ato because of the maordaation of certain,expenses Pad fees Isearrad by us.If Leone 1s located In Georgia,Maryland,New Hampshire,Now Moxleo,or Wisconsin;[to Lease p ravides far A IG*A or$1.00 Purchase Option,each Lease payment Includes apayment ofprhicipal and Itmlrst based an the Equipment Cost,asul the Lease Rate.The Equipment cost IS the present value of tine Lease payment discounted At the Law Rate avoid The Lease Term.We bath Intend to comply with all appticable laws.lf it Isdeter alned that ysur•paymexts under a Lonse rnsultfn an Interest payment]dow than Allowed by applicable law,then any excess Interest collection will be applicable law,than any excess interest collected will be applied to the repayment of principal sap Interest will be charged at the highest rate allowed by law.In no event wit]we charge or receive or will you pay say amounts In excess oftbe legal amount. 10.)MERGER-THY ABOVE TERMS AND CONDITIONS RrPRESENT AND MERGE ALL TIM'PERMSTT!!E: MENT. NEITHER THIS ACAtCEMENT NOR ANY SCHIDULE MAY BE MODIFIED OR ALT BRED EXCEPT IN WRITING AND SICALS(REQUIRED) DocuSign Envelope ID:2305551C-857E-495B-BAAA-3F77C3713E65 DocuSign Envelope ID:M14AB2-9F4A-4DCF-91 EC-97EO63923M MUNICIPAL SCHEDULE (To Lease,Cast-Per-Cagy,or Rental) Schedule Master Agt'eelnent# DEALER, LESSEE/RENTER: (Full Legal Name) (FUll Legal Name) (Street Address) (Street Adirms) (City) (State) (Zip Code) (City) (State) (Zip Code) (Phone) (ContactPlwne) (Contact Name) Equipment Dessau tion Lease Only Equipment Service MontltlyLeasePayment Quantity Model No. Description Serial No. Pa ent A Payment(B) (A+B Totals *ADDITIONAL PROVISIONS:We will not be wsponsible to provide you with any nWaveaance,service,and/or supplies.Lessor is authorized to add VIN/Setial Nwnbers later when available. FOR ADDITIONAL UNITS ATTACH ADDITIONAL EOUIPMENT SCMULES. PAYMENTS ARE EXCLUSIVE OF TAX) I TRANSACTION TERMS: TERM, MONTHS� � (Plus tax)Per Mundt Advance Payment PURCHASE OPTION:{Applies'I'oLeasconly) _$1.00 Buyout _ Security Deposit S,Oo Equipment LveAtion 1f dtf ere nt from Lessee/Renter address abaver. The FjmtpayTqw,when awlicable,will be due on the"Cummeta:ement Date." Additional navmenta will be due on the same date of ouch JbIlowing billing pmiod. l _ IMPORTANT; READ BEFORE SIGNING. j THE TERMS OIL THIS SCHEDULE"INCLUDING THOSE IN 'i'IIL MASTER AGRTEMCNT-SHOULD III, READ CAREFULLY I BECAUSE ONLY THOSE TERMS IN WRITING ARE LNFORCEABLT. TERMS OR ORAL PROMISES WHICH ARE NOT CONTAINED IN THIS WRITTEN AGREEMENT MAY NOT BE LEGALLY ENFORCED. YOU CERTIVY THAT ALL THE ' INFORMATION GIVEN IN THIS SCHEDULE AND YOUR APPLICATION WAS CORRECT AND COMPLETE WHEN THIS E SCHEDULE WAS SIGNED.THIS SCHEDULE INCORPORATES ALL THE 'PERMS AND CONDITIONS IN TH9 MASTER AGREEMENT IDENTIFIED ABOVE, EACH SC11E13ULE IS NOT CANCFLABLE unless sectim K;Terminntion in KCA-017-23010022 is i exercised. AC D PROPOSED DX- LESSOR/IWINTOR: LESSEE/RENTER, i (Full Legal Name) BY: BY: X TITI.E: Title: DNrE: DATE. FTM TAX 1D#: _ IJ� l 1 DocuSign Envelope ID:23D5551C-857B-495B-BAAA-3F77C3713E65 DocuSign Envelope ID,76Dl4Aa2-9F4A-4DCF-91EC-,97E053923777 CERTIFICATION OF AUTHORITY TO SIGN GOVERNMENTAL LEASE Re: Municipal Lease Agreement dated Between ---� ,Lessor For Lease# ,Lessee (The LEASE) The undersigned hereby certifies that he/she has signed the LEASE;that he/she had,and continues to have,full power and authority to do so, and that he/she has followed alI required administrative procedures and has complied with all legal or other provisions necessary to ensure that the LEASE is a legal and binding obligation of the LESSEE. Date of this certification: Lease Signatory: Signature X Name Title Attesting Official; Signature X Name Title Please sign this document in the presence of a notary to confirm signatures. The notary may sign in the spats below. If no notary is available each above signor may provide a photocopy of his/her driver's license. This is a legal document,which confirms your signatures and does NOT personally obligate you for the lease payments. Signed before me on this day of X (Stamp) Signature of Notary DocuSign Envelope ID:23D5551C-857B-495B-BAAA-3F77C3713E65 DocuSign Envelope i17:76D 14A82-9F4Ar4DCF-91 EC-97FMO23777 LESSEE RESOLUTION Re: Municipal Lease Agreement# dated as of ,between (Lessor) and (Lessee)and Schedule No. At duly called meeting of the Governing Body of the Lessee(as defined in the Agreement) held on , 20 the following resolution was introduced and adopted: BE IT RESOLVED by the Goveming Body of Lessee as follows: 1. Determination of Need. The Governing Body of Lessee has determined that a true and very real need exists for the acquisition of the Equipment described on Equipment Schedule A of Municipal Schedule No._,to the Municipal Lease Agreement # dated as of . between (Lessee) and (Lessor). 2. Approval and Authorization. The Governing Body of the Lessee has determined that the Agreement and Schedule, substantially In the form presented to this meeting,is in the best interests of the Lessee for the acquisition of such Equipment, and the Governing Body hereby approves the entering Into of the Agreement and Schedule by the Lessee and hereby designates and authorizes the following person(s)to execute and deliver the Agreement and Schedule on Lessee's behalf with such changes thereto as such person(s) deem(s) appropriate, and any related documents, including any Escrow Agreement, necessary to the consummation of the transactlon contemplated by the Agreement and Schedule. is authorized to enter into the leasetpurchase financing with Lessor to finance their for months. Authorized Individual(s): - (Pdnted or Typed Name and Title of Individual(s)authorized to execute the Agreement) 3. Adoption of Resolution.The signatures below from the designated individuals from the Governing Body of the Lessee evidence time adoption by the Governing Body of this Resolution. By: (Signature of Secretary,Board Chairman or other member of the Governing Body) Print dame: Title: - (Print name of Individual who signed directly above) (Title of individual who signed directly above) Attested By: . (Signature of one additional person who can witness the passage of this Resolution Print Name: Title: (Print name of Individual who signed directly above) (Title of individual who signed directly above) DocuSign Envelope ID:23D5551C-557B-495B-BAAA-3F77C3713E65 DocuSign Envelope ID:76MM12-9MA-41DCF-91EC-97EO63923777 REQUEST FOR CERTIFICATE OF INSURANCE (THIS FORM IS PROVMED FOR THE LESSEE TO APPROVE AND FORWARD TO.OWNE TO: Customer's Insurance Agent Description of items)to be insured: Name of Agency. X Agent' X Address: X Phone Number: X Fax Number: Insurable Value:$ We have entered into a Lease Agreement with Lessor and its assigns for the above-described item(s). This is a`INET"Lease anol we are responsible for the insurance. The insurance policy must include a provision for the following requirements: COMPREHENSIVE GENERAL LIABILITYIPROPERTY DAMAGE COVERAGE: PLEASE SHOWAS ADDITIONAL INSURED AND LOSS PAYEE ON THE CERTIFICATE OFMSURANCF ALSO, $I 000 00R 00 OF LIABILITY COVERAGE IS RE UIRED FOR ALL MOTOR VEMCLES. I authorize the above agent to immediately place the insurance coverage required for the described itelm(s). Please Issue a binder of insurance to the above named Additional Insured and Loss Payee by return mail and place it with the original Insurance policy or endorsement within 30 days. This Certificate should indicate the following: "It is agreed that Lessor __ and its assigns will be notified in writing 10 days prior to cancellation or other material change in the conditions of this policy". *LEASE NUMBER: *Please reference the lease number(above) on the Insurance Cerdif cat& Also,fax& mail the original to the fax number A address listed above X Signature of Title DocuSign Envelope ID:23D5551C-85713-49513-113AAA-31F=3713EH DocuSign Envelope ID:7809.4AB2-9F4A-4DCF-91EC-97ED63623777 Sharp Order#• Date: Lease#. NOTICE OF INSTALLATION Installing Dealer: Customer Astallation Location: Contact Person Telephone Contact Person Telephone Please complete this form upon installation of all equipment noted below, After signature by the customer acknowledging installation,the Dealer is to Apr Page 1 of this form and promptly 11mil all,pages to: Lessor Method of Acquisition: Purchase(Install) E OUIPMENT DESCRIPTION Quantity Murielibi F, pt n Inst,llnte Inatna 5crtot No. Meter Iltadiug The Undersigned has: 1.Received in good con4lion and accepted all Sharp Electronics products listed above; 2. Verified the serial numbers listed above, 3. Verfled that the capier starting meter reading is correct. Customer Acceptance: Installation Date: Print Customer Name: Title: Date: Installing Dealer: ACC?R" CERTIFICATE OF LIABILITY INSURANCE DATEIMMIDDlYYYY} 111 1 03/12/2026 THIS CERTIFICATE IS 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 POLICIES 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 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). PRODUCER CONTACT NAME: Paul Hughes(Rippling) PHONE FAX c/o Liberate Insurance Services A! No l : AfC No 20 North Orange Avenue;Suite 500 ADDRESS: peo-wc@ E-MAIL rIpp lin 9.00m Orlando,FL 32801 INSURER 5 AFFORDING COVERAGE NAiC# INSURERA: American Zurich Insurance Company 40142 INSURED INSURER B: Rippling PEO 1,Inc.Labor Contractor,for co-employees of:C3 Office Solutions Li dba:C3 Tech INSURER C: 430 California St 11 th Floor INSURER D San Francisco,CA 94104 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:25NY0201282223 REVISION NUMBER: 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. ICY I �TR TYPE OF INSURANCE ADDL SUER POLICY NUMBER MMIDDIYYYY MMPOLICY EFF L Dr YYY LIMITS COMMERCIALGENERALLIABILITY EACH OCCURRENCE $ CLAIMS-MADE E OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENT AGGREGATE LIMIT APPLIES PER: GEN ERAL AGGREGATE $ _ POLICY❑J RO- PRO ❑ TOO PRODUCTS-COMPIOPAGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB HCLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE I ER ANYPROPRIETORIPARTNERIEXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 A OFFICE RIMEMBEREXCLUDED? N!A X WC 69-08-189-00 12/01/2025 12/01/2026 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 Location Coverage Period: 12/01/2025 12/01/2026 Client# 452322754-CA DESCRIPTION OF OPERATIONS!LOCATIONS!VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more Space is required) Coverage is provided for C3 Office Solutions LLC dba:C3 Tech City of Santa Ana,its City Council,officers,officials,employees,agents,and volunteers only those co-employees 1536 East Warner Ave of,but not subcontractors Santa Ana, CA 92705 to: Endorsements:Waiver of Subrogation APPROVED By Tu Tran Nguyen at 9:44 am,Mar 23,2026 CERTIFICATE HOLDER CANCELLATION City of Santa Ana Attn: Informational Technology Department SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 20 Civic Center Plaza,M-42 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Santa Ana,CA 92701 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/031 The ACORD name and logo are registered marks of ACORD WORKERS`COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed.4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the schedule (This agreement applies only to the extent that you per- form work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 0 of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description IN FAVOR OF: City of Santa Ana,its City Council,officers,officials,employees,agents, City of Santa Ana Attn:Informational Technology Department and volunteers 20 Civic Center Plaza,M-42 Santa Ana,CA 92701 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated, (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: 0 3/1 212 026 Policy No: wC 69-o8-189-oo Endorsement No: Insured: Rippling PEO 1,Inc.Labor Contractor,for co-employees of:C3 Office Solutions LLC dba:C3 Tech Insurance Company: American Zurich Insurance Company Countersigned by 04 03 06 Co Copyright 7983.National Council on Compensation Insurance A�V CERTIFICATE OF LIABILITY INSURANCE DATE(MMfDDfYYYYj 05/29/2026 THIS CERTIFICATE IS 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 POLICIES 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 certificate holder is an ADDITIONAL INSURED,the policy(les)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). PRODUCER CONTACT Emily Kauffman Al Milestone Risk Management&Insurance Services PHONE Ezt: (949)852-0909 A1C,No: (949)852-1131 License No.OB72766 EMAIL ADDRESS: ekauffman m p ilestone romise.com 8 Corporate Park,Suite 130 INSURERIS)AFFORDING COVERAGE NAIL# Irvine CA 92606 INSURERA: Hartford Underwriters Ins.Co. 35104 INSURED INSURER B: Hartford Accident&Indemnity 22357 C3 Office Solutions I I C3 Technology Services INSURER c: Lloyd's of London 1536 E.Warner Ave. INSURER D INSURER E: Santa Ana CA 92705 INSURER F COVERAGES CERTIFICATE NUMBER: 26/27 MASTER REVISION NUMBER: 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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, INSR TYPE OF INSURANCEAl�Wl POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER (MMlDDlYYYY MMlDD17YYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 OAMAGF TO CLAIMS-MADE Fx—I OCCUR PREMISES Ea occuErrenoe $ 1,000,000 MEO EXP(Any one person) $ 10,000 A Y 72SBACBI 05/23/2026 05/23/2027 PERSONAL&Al INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLI ES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY ❑ PRO ❑ 4,000,000 JFCT PRODUCTS LDC OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANYAUTO BODILY INJURY(Per person) $ g OWNED SCHEDULED Y 72UECCN5736 05/23/2026 05/23/2027 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTYOAMAGE $ AUTOS ONLY AUTOS ONLY Per an. dent UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 1,000,C00 A EXCESS CLAIMS-MADE 72SBAC136NM2 05/23/2026 05/23/2027 AGGREGATE $ 1,000,000 DED I XRETENTION$ 10,000 $ WORKERS COMPENSATION PER DTH- AND EMPLOYERS'LIABILITY Y f N STATUTE I I ER ANY PRO PRI ETORIPARTNE RIEXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? N 1A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTdON OF OPERATIONS below _ E.L.DISEASE-POLICY LIMIT $ Each Claim $2,000,000 Errors and Omissions C Y ES0034834760 05/23/2026 05123/2027 Aggregate $2,000,000 Retention $10,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Soheduie,may be attached if more space is required) City cf Santa Ana,its City Council,officers,officials,employees,agents,and volunteers affiliates are included as Additional Insured,with respects to the General Liability and Auto where required by written contract,per attached form. A Waiver of Subrogation is in favor of the Additional Insured,with respects to General Liability and Auto where required by written contract,per attached form. *30 days written notice of cancellation to the certificate ho4der110 days notice for nonpayment of premium. APPROVED CERTIFICATE HOLDER CANCELLATION By Tu Tran Nguyen at 11.30 am,Aug 05,2026 SHOULD ANY OF THEABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Santa Ana Attn:Informational Technology Department ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza,M-42 AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 ©1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A. The following is added to Section C.WHO IS AN INSURED: Additional Insureds When Required By Written Contract,Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the"products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when 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; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Form SL 30 32 06 21 Page 1 of 3 0 202 1, The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFiORD (g) Products which, 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 for the vendor; or (h) 'Bodily injury"or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to; (1) The exceptions contained in Paragraphs (d)or(f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage"or"personal and advertising injury"caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence"which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any"occurrence"which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for"bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; (b) In the performance of your ongoing operations performed by you or on your behalf; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if: (1) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for"bodily injury"or"property damage" included within the "products-completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property Form SL 30 32 06 21 Page 2 of 3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE I HARTFORD damage", or"personal and advertising injury"arises out of the rendering of or the failure to render any professional service. e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1) Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds,this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b) "Bodily injury"or"property damage" included within the "products-completed operations hazard". f. Any Other Party (1) Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for"bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations performed by you or on your behalf; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (11) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys,field orders, change orders, designs or drawings and specifications;or (b) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a)or f.(2)(b)above. Form SL 30 32 06 21 Page 3of3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) liThe Hartford (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for"property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section B. Exclusions. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of"property damage"to borrowed equipment or the use of elevators to the extent not subject to Exclusion k.of Section B. Exclusions. (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part; (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c.below. (b) Primary And Ikon-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract,written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that"suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will 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. Form SL 00 00 10 18 Page 17 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) kThe Hartford If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 7. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery(Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purpose of attracting customers or supporters is considered an advertisement. 2. "Advertising idea"means any idea for an"advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto"means: a. A land motor vehicle, trailer or semi-trailer 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 or motor vehicle registration law where it is licensed or principally garaged. However,"auto" does not include"mobile equipment". 5. 'Bodily injury"means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 8. "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 a.above; 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 a.above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or Form SL 00 00 10 18 Page 18 of 22 O 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) COMMERCIAL AUTOMOBILE HA99161221 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED e, Employees as Insureds Paragraph .1. - WHO IS AN INSURED - of (1). Any "employee" of yours while using a Section II - Liability Coverage is amended to covered "auto" you don't own, hire or add the following: borrow in your business or your personal d. Subsidiaries and Newly Acquired or affairs. Formed Organizations f. Lessors as Insureds The Named Insured shown in the Declarations (1). The lessor of a covered "auto" while the is amended to include: "auto" is leased to you under a written (1) Any legal business entity other than a agreement if: partnership or joint venture, formed as a (a) The agreement requires you to subsidiary in which you have an provide direct primary insurance for ownership interest of more than 50% on the lessor and the effective date of the Coverage Form. (b) The "auto" is leased without a driver. - However, the Named Insured does not Such a leased "auto" will be considered a include any subsidiary that is an "insured" covered "auto" you own and not a covered under any other automobile policy or would be an "insured" under such a policy "auto you hire. but for its termination or the exhaustion of g. Additional Insured if Required by Contract its Limit of Insurance. (1) When you have agreed, in a written (2) Any organization that is acquired or contract or written agreement, that a formed by you and over which you person or organization be added as an maintain majority ownership. However, additional insured on your business auto the Named Insured does not include any policy, such person or organization is an newly formed or acquired organization: "insured", but only to the extent such - person or organization is liable for "bodily (a) That is a partnership or joint venture, injury" or "property damage" caused by (b) That is an "insured" under any other the conduct of an "Insured" under policy, paragraphs a. or b. of Who Is An Insured (c) That has exhausted its Limit of with regard to the ownership, Insurance under any other policy, or maintenance or use of a covered "auto." (d) 180 days or more after its acquisition The insurance afforded to any such or formation by you, unless you have additional insured applies only if the given us notice of the acquisition or "bodily injury" or "property damage" formation. occurs: Coverage does not apply to "bodily injury" (a) During the policy period, and or "property damage" that results from an (b) Subsequent to the execution of such "accident" that occurred before you written contract, and formed or acquired the organization. Form HA 99 16 12 21 Page 1 of 5 ©2021,The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) (c) Prior to the expiration of the period of This insurance is primary if you have time that the written contract requires agreed in a written contract or written such insurance be provided to the agreement that this insurance be primary. additional insured. If other insurance is also primary, we will (2) How Limits Apply share with all that other insurance by the method described in Other Insurance 5.d. If you have agreed in a written contract or written agreement that another person or (2) Primary And Non-Contributory To Other organization be added as an additional Insurance When Required By Contract insured on your policy, the most we will If you have agreed in a written contract or pay on behalf of such additional insured is written agreement that this insurance is the lesser of: primary and non-contributory with the (a) The limits of insurance specified in the additional insured's own insurance, this written contract or written agreement; insurance is primary and we will not seek or contribution from that other insurance. (b) The Limits of Insurance shown in the Paragraphs (1) and (2) do not apply to other Declarations. insurance to which the additional insured has Such amount shall be a part of and not in been added as an additional insured. addition to Limits of Insurance shown in When this insurance is excess, we will have the Declarations and described in this no duty to defend the insured against any Section. "suit" if any other insurer has a duty to defend O Additional Other 3 l Ids Oth Insurance the insured against that "suit". If no other insurer defends, we will undertake to do so, If we cover a claim or "suit" under this but we will be entitled to the insured's rights Coverage Part that may also be covered against all those other insurers. by other insurance available to an When this insurance is excess over other additional insured, such additional insured insurance, we will a only our share of the must submit such claim or suit to the pay y other insurer for defense and indemnity. amount of the loss, if any, that exceeds the sum of: However, this provision does not apply to (1) The total amount that all such other the extent that you have agreed in a insurance would pay for the loss in the written contract or written agreement that absence of this insurance; and this insurance is primary and non-contributory with the additional (2) The total of all deductible and self-insured insured's own insurance. amounts under all that other insurance. (4) Duties in The Event Of Accident, Claim, We will share the remaining loss, if any, by Suit or Loss the method described in SECTION IV- If you have agreed in a written contract or Business Auto Conditions, B. General y g written agreement that another person or Conditions, Other Insurance 5.d. organization be added as an additional 3. AUTOS RENTED BY EMPLOYEES insured on your policy, the additional Any "auto" hired or rented by your "employee" on insured shall be required to comply with your behalf and at your direction will be the provisions in LOSS CONDITIONS 2. - considered an "auto"you hire. DUTIES IN THE EVENT OF ACCIDENT, The SECTION IV- Business Auto Conditions, B. CLAIM , SUIT OR LOSS — OF SECTION General Conditions, 5. OTHER INSURANCE IV — BUSINESS AUTO CONDITIONS, in Condition is amended by adding the following: the same manner as the Named Insured. 2. Prima and Non-Contributor if Required e• If an "employee's" personal insurance also Primary y g applies on an excess basis to a covered by Contract "auto" hired or rented by your "employee" on Only with respect to insurance provided to an your behalf and at your direction, this additional insured in A.1.g. - Additional insurance will be primary to the "employee's" Insured If Required by Contract, the following personal insurance. provisions apply: (1) Primary Insurance When Required By Contract Page 2 of 5 Form HA 99 16 12 21 4. AMENDED FELLOW EMPLOYEE EXCLUSION obligation for any difference between the actual EXCLUSION 5. - FELLOW EMPLOYEE - of cash value of the "auto" at the time of the "loss" SECTION 11 - LIABILITY COVERAGE does not and the "outstanding balance"of the loan/lease. apply if you have workers' compensation "Outstanding balance" means the amount you insurance in-force covering all of your owe on the loan/lease at the time of "loss" less "employees". any amounts representing taxes; overdue Coverage is excess over any other collectible Payments; penalties, interest or charges resulting insurance. from overdue payments; additional mileage charges; excess wear and tear charges; lease 5. HIRED AUTO PHYSICAL DAMAGE COVERAGE termination fees; security deposits not returned by If hired "autos" are covered "autos" for Liability the lessor; costs for extended warranties, credit Coverage and if Comprehensive, Specified life Insurance, health, accident or disability Causes of Loss, or Collision coverages are insurance purchased with the loan or lease; and provided under this Coverage Form for any "auto" carry-over balances from previous loans or you own, then the Physical Damage Coverages leases. provided are extended to "autos" you hire or g, AIRBAG COVERAGE borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the is: following is added: (1) $100,000; The exclusion relating to mechanical breakdown (2) The actual cash value of the damaged or does not apply to the accidental discharge of an stolen property at the time of the "loss"; or airbag. (3) The cost of repairing or replacing the 9, ELECTRONIC EQUIPMENT - BROADENED damaged or stolen property, COVERAGE whichever is smallest, minus a deductible. The a. The exceptions to Paragraphs BA - deductible will be equal to the largest deductible EXCLUSIONS - of SECTION III - PHYSICAL applicable to any owned "auto" for that coverage. DAMAGE COVERAGE are replaced by the No deductible applies to "loss" caused by fire or following: lightning. Hired Auto Physical Damage coverage Exclusions 4.c. and 4.d. do not apply to is excess over any other collectible insurance. equipment designed to be operated solely by Subject to the above limit, deductible and excess use of the power from the "auto's" electrical provisions, we will provide coverage equal to the system that, at the time of"loss", is: broadest coverage applicable to any covered "auto"you own. (1) Permanently installed in or upon the We will also cover loss of use of the hired "auto" if covered "auto"; it results from an "accident", you are legally liable (2) Removable from a housing unit which is and the lessor incurs an actual financial loss, permanently installed in or upon the subject to a maximum of$1000 per"accident", covered "auto"; This extension of coverage does not apply to any (3) An integral part of the same unit housing "auto" you hire or borrow from any of your any electronic equipment described in - "employees", partners (if you are a partnership), Paragraphs(1)and (2) above; or members (if you are a limited liability company), (4) Necessary for the normal operation of the or members of their households. covered "auto" or the monitoring of the 6. PHYSICAL DAMAGE - ADDITIONAL covered "auto's"operating system. TEMPORARY TRANSPORTATION EXPENSE b. Section III, Physical Damage Coverage, Limit COVERAGE of Insurance, Paragraph C.2. is amended to Paragraph AA.a. of SECTION III - PHYSICAL add the following: DAMAGE COVERAGE is amended to provide a $1,500 is the most we will pay for "loss" in limit of $50 per day and a maximum limit of any one "accident" to all electronic equipment $1,000. (other than equipment designed solely for the 7. LOANILEASE GAP COVERAGE reproduction of sound, and accessories used Under SECTION III - PHYSICAL DAMAGE with such equipment) that reproduces, COVERAGE, in the event of a total "loss" to a receives or transmits audio, visual or data signals which, at the time of"loss", is: covered "auto", we will pay your additional legal Form HA 99 16 12 21 Page 3 of 5 (1) Permanently installed in or upon the (2) A partner, if you are a partnership; covered "auto" in a housing, opening or (3) A member, if you are a limited liability other location that is not normally used by company; or the"auto" manufacturer for the installation of such equipment; (4) An executive officer or insurance manager, if you are a corporation. (2) Removable from a permanently installed 14. UNINTENTIONAL FAILURE TO DISCLOSE housing unit as described in Paragraph 2.a. above or is an integral part of that HAZARDS equipment; or If you unintentionally fail to disclose any hazards (3)An integral part of such equipment. existing at the inception date of your policy, we c. For each covered "auto", , should loss be will not deny coverage under this Coverage Form limited to electronic equipment only, our because of such failure. obligation to pay for, repair, return or replace 15. HIRED AUTO- COVERAGE TERRITORY damaged or stolen electronic equipment will SECTION IV, BUSINESS AUTO CONDITIONS, be reduced by the applicable deductible PARAGRAPH B. GENERAL CONDITIONS, 7. - shown in the Declarations, or$250, whichever POLICY PERIOD, COVERAGE TERRITORY - is deductible is less. added to include the following: 10, EXTRA EXPENSE -BROADENED COVERAGE (6) For short-term hired "autos", the coverage Under Paragraph A. - COVERAGE - of SECTION territory with respect to Liability Coverage is Ill - PHYSICAL DAMAGE COVERAGE, we will anywhere in the world provided that if the pay for the expense of returning a stolen covered "insured's" responsibility to pay damages for "auto" to you. "bodily injury" or "property damage" is 11. GLASS REPAIR-WAIVER OF DEDUCTIBLE determined in a "suit," the "suit" is brought in the United States of America, the territories Under Paragraph D. - DEDUCTIBLE - of and possessions of the United States of SECTION III -PHYSICAL DAMAGE COVERAGE, America, Puerto Rico or Canada or in a the following is added: settlement we agree to. No deductible applies to glass damage if the glass 16. WAIVER OF SUBROGATION is repaired rather than replaced. Paragraph 5. TRANSFER OF RIGHTS OF 12. TWO OR MORE DEDUCTIBLES RECOVERY AGAINST OTHERS TO US - of Under Paragraph D. - DEDUCTIBLE - of SECTION IV - BUSINESS AUTO CONDITIONS SECTION III - PHYSICAL DAMAGE COVERAGE, A. Loss Conditions is amended by adding the the following is added: following: If another Hartford Financial Services Group, Inc. We waive any right of recovery we may have company policy or coverage form that is not an against any person or organization with whom you automobile policy or coverage form applies to the have a written contract that requires such waiver same "accident", the following applies: because of payments we make for damages (1) If' the deductible under this Business Auto under this Coverage Form. Coverage Form is the smaller (or smallest) 17. RESULTANT MENTAL ANGUISH COVERAGE deductible, it will be waived; The definition of "bodily injury" in SECTION V- (2) If the deductible under this Business Auto DEFINITIONS, C. is replaced by the following: Coverage Form is not the smaller (or "Bodily injury" means bodily injury, sickness or smallest) deductible, it will be reduced by the disease sustained by any person, including amount of the smaller (or smallest) mental anguish or death resulting from any of deductible. these. 13. AMENDED DUTIES IN THE EVENT OF 18. EXTENDED CANCELLATION CONDITION ACCIDENT, CLAIM, SUIT OR LOSS Paragraph 2. of the COMMON POLICY The requirement in LOSS CONDITIONS 2.a. - CONDITIONS -CANCELLATION -applies except DUTIES IN THE EVENT OF ACCIDENT, CLAIM, as follows: SUIT OR LOSS - of SECTION IV - BUSINESS If we cancel for any reason other than AUTO CONDITIONS that you must notify us of an nonpayment of premium, we will mail or deliver to "accident" applies only when the "accident". is the first Named Insured written notice of known to: cancellation at least 60 days before the effective (1) You, if you are an individual; date of cancellation. Page 4 of 5 Form HA 99 16 12 21 19. HYBRID, ELECTRIC, OR NATURAL GAS b. A "hybrid" auto is defined as an auto with an VEHICLE PAYMENT COVERAGE internal combustion engine and one or more In the event of a total loss to a "non-hybrid" auto electric motors; and that uses the internal for which Comprehensive, Specified Causes of combustion engine and one or more electric Loss, or Collision coverages are provided under motors to move the auto, or the internal this Coverage Form, then such Physical Damage combustion engine to charge one or more Coverages are amended as follows: electric motors, which move the auto. a. If the auto is replaced with a "hybrid" auto or 20. VEHICLE WRAP COVERAGE an auto powered solely by electricity or In the event of a total loss to an "auto" for which natural gas, we will pay an additional 10%, to Comprehensive, Specified Causes of Loss, or a maximum of $2,500, of the "non-hybrid" Collision coverages are provided under this auto's actual cash value or replacement cost, Coverage Form, then such Physical Damage whichever is less, Coverages are amended to add the following: b. The auto must be replaced and a copy of a In addition to the actual cash value of the "auto", bill of sale or new lease agreement received we will pay up to $1,000 for vinyl vehicle wraps by us within 60 calendar days of the date of which are displayed on the covered "auto" at the "loss," time of total loss. Regardless of the number of c. Regardless of the number of autos deemed a autos deemed a total loss, the most we will pay total loss, the most we will pay under this under this Vehicle Wrap Coverage provision for Hybrid, Electric, or Natural Gas Vehicle any one "loss" is $5,000. For purposes of this Payment Coverage provision for any one coverage provision, signs or other graphics "loss"is$10,000. painted or magnetically affixed to the vehicle are For the purposes of the coverage provision, not considered vehicle wraps. a. A "non-hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. Form HA 99 16 12 21 Page 5 of 5