HomeMy WebLinkAbout25D - AGMT - MANAGED PRINT SRVSREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
OCTOBER 15, 2012
TITLE:
AGREEMENT WITH C3 OFFICE
SOLUTIONS FOR MANAGED
PRINT SERVICES
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
? As Recommended
? As Amended
? Ordinance on 15t Reading
? Ordinance on 2?d Reading
? Implementing Resolution
? Set Public Hearing For_
CONTINUED TO
FILE NUMBER
Authorize the City Manager and the Clerk of the Council to execute a managed print services
agreement with C3 Office Solutions, based on the terms set forth in the attached draft
agreements, in an annual average amount of $240,000 for a three-year term, with an option for
an additional three-year renewal, subject to non-substantive changes approved by the City
Manager and City Attorney.
DISCUSSION
Through separate contracts, the Finance Department manages copier lease agreements, the
purchase of toner cartridges and printer supplies, and on-call copier and printer maintenance
service. The City currently operates and maintains a fleet of 39 leased multi-functional copiers,
22 city-owned copiers, and over 500 city-owned printers, located throughout the organization.
The combined costs for the purchase of toner cartridges, supplies (not including paper stock), on-
call service maintenance, and leased copiers are estimated to total over $381,000 per fiscal year.
Over the past few years, the Finance Department evaluated operations to gain efficiencies in the
performance of routine processes. It was determined that substantial savings could be realized
by utilizing an alternative service delivery model in the area of print management; specifically the
concept of Managed Print Services was introduced.
Staff solicited several print services vendors to determine potential cost savings. Ultimately, C3
Office Solutions a local Santa Ana business was the only vendor that offered to conduct an
assessment at no cost to the City. The assessment highlighted obsolete printers, ineffective use
of equipment and noted opportunities to reduce costs. As a result of the assessment, the City
agreed to a 12-month pilot program in which 16 city-owned printers were monitored and received
toner, supplies and service maintenance on a cost-per-click charge. The pilot program resulted
in a 28 percent reduction in toner cartridge and maintenance costs, as well as efficiencies in the
ordering of toner cartridges and the scheduling of maintenance service calls. These results
indicate that utilizing a per-click charge to fund costs associated with copier and printer leases,
supplies, maintenance, and print assessment services is a cost effective and efficient method for
delivering printer services to the organization.
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Approval of Managed Print Services Agreement
October 15, 2012
Page 2
On June 18, 2012, the Purchasing Division issued a Request for Proposal (RFP) for Managed
Print Services. Current and local City of Santa Ana vendors were notified of the posting. Key
components and submittal requirements of the RFP included:
• Company profile demonstrating capability and experience in Managed Print Services
• Submission of audited financial statements
• Willingness to commit to cost per click (all inclusive program)
• Agreement to terms and conditions specified in the RFP
In response to inquiries and questions asked by vendors, the City released three addendums to
the initial RFP. On July 12, 2012 nine proposals were received and evaluated. The four-member
evaluation committee representing the Police Department, the Parks, Recreation and Community
Services Agency, and both the Central Services and Information Services Divisions of the FMSA
rated the proposals using three criteria:
1. Responsiveness to the RFP
2. Experience of the firm and personnel
3. Cost of proposal
The focus of the evaluation process was to select the proposal that provided the most thorough
and competitive program design that met the performance standards set forth in the RFP. Of the
nine submissions, the committee determined that four vendors met or exceeded each of the RFP
requirements (70 percent or above). The four vendors (C3 Office Solution, Mr. Copy, Sharp
Business Technologies and SoCal Office Technologies) were invited to a clarification interview
on August 16, 2012 and were advanced to Phase II of the process.
In Phase II, the four proposals were evaluated on 14 categories outlined in the RFP. The
categories were assigned a weighted percentage, based on the item's relative importance. A final
score for each proposal was derived by taking the average of each evaluator's total score. Using
this methodology, the highest numerical score reflects the best proposal.
Vendor Final Score % Rankin Proposal
C3 Office Solutions 85.0% 1 Committee Recommended
Sharp Business Systems 75.5% 2
SoCal Office Technologies 73.5% 3
Mr. Co 72.0% 4
By definition, all the proposals that were advanced to Phase II received at least a 70 percent
score in the category of responsiveness to the RFP. However, there were noticeable differences
that ranked C3 Office Solution above the others. Among them, C3 Office Solutions represents a
wide range of printer manufacturers, allowing the City to continue to offer varied equipment to
meet specific needs of individual departments. Additionally, their service technicians are certified
trained to maintain the City's currently-owned fleet of copiers and printers. C3 Office Solutions
will offer the City a "boutique style" service that provides the flexibility that the City requires.
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Approval of Managed Print Services Agreement
October 15, 2012
Page 3
Under the managed print services agreement, the City will achieve costs savings of $339,800
over a three-year period and gain efficiencies in the following areas:
Toner cartridge replacement and maintenance service calls
Through economies of scale, the proposed agreement is anticipated to generate 25 - 35
percent in cost savings for the replacement of toner, equipment supplies and
maintenance. In addition, software will monitor toner levels, meter counts, and device
maintenance status to proactively manage the City's fleet of printers and copiers,
eliminating the need to maintain an inventory of toner and equipment supplies and alerting
the vendor when maintenance service is required.
2. Increased Productivity
City staff processes approximately 352 purchase requisitions for toner cartridges annually.
The requisition is generated at the department, requiring both supervisorial and fiscal
approval before the Purchasing Division receives the requisition and places the order.
Under the managed print services agreement, the purchase requisition process will be
eliminated, saving numerous staff hours throughout the organization. In addition,
consolidating services to one vendor will reduce staff time involved in the processing of
payments and billing reconcilement.
3. Equipment needs and requirements
The proposed agreement includes consulting services to continue to evaluate and assess
cost saving opportunities and equipment needs throughout the organization.
Recommendations may include the shifting of printers and copiers, based on print volume
and departmental requirements such as scanning formats and functionality. In addition,
the vendor will supply back-up equipment in the event a printer or copier malfunctions
within a critical area of the organization or 24-hour operation, such as the Police
Department.
Based on careful evaluation of proposals, the committee recommends contracting with C3 Office
Solutions, a local Santa Ana small business, for managed print services.
FISCAL IMPACT
Funds are available in the various departmental Miscellaneous Operating Expense accounts (no.
63001).
Francisco Gutierrez
Executive Director
Finance and Management Services Agency
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MANAGED PRINT SERVICES AGREEMENT
THIS AGREEMENT, made and entered into this 15"' day of October, 2012 by and between C3
Office Solutions, a limited liability company, (hereinafter "Consultant"), 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 (hereinafter "City").
RECITALS
A. On June 18, 2012, the City, issued a Request for Proposals for managed print services.
B. Consultant submitted a Proposal to provide printers and copiers, supplies and maintenance to
meet City's needs.
C. Consultant represents that it is able and willing to provide such services to the City.
D. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this Agreement
will be performed in compliance with such standards as may reasonably be expected from a
professional contractor 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
Consultant shall provide Managed Print Services on a cost-per-click basis, for all multifunction
office equipment and printers including 1) full equipment service and maintenance for all printers and
copiers; 2) provision of equipment, including delivery, installation, configuration, end-user training; and
3) provision of all operating supplies, including toner and cartridges, developer, fuser oil, rollers, print
heads, drums, circuit boards, imaging units and staples. However, Consultant shall not be responsible to
supply paper for any multi-function office equipment or printer. Said services shall be provided on the
terms and conditions set forth in City's Request for Proposal 12-033, dated June 18, 2012, and
Consultant's responsive Proposal as set forth in Exhibit A, attached hereto and incorporated by this
reference.
2. COMPENSATION
a. Consultant's services will be compensated as follows:
1) For maintenance and supplies required to service approximately 500 City owned desktop
printers, City will pay a monthly fee and an excess cost per image charge, as set forth in
Consultant's Cost Per Image Agreement, attached hereto as Exhibit B-1, and
incorporated by this reference;
2) For maintenance and supplies required to service City owned multi-function copiers, City
will pay the cost per image charges as set forth in Consultant's Customer Care
Maintenance Agreement, attached hereto s Exhibit B-2, and incorporated by this
reference;
3) For the provision of the equipment, maintenance and supplies required to provide multi-
function copiers on a lease basis, City will pay the lease charges, and a cost-per copy
charge for excess images, as set forth in Consultant's Equipment Lease Agreement,
attached hereto as Exhibit B-3, and incorporated by this reference.
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b. Payment by City shall be made within thirty (30) days following receipt of proper invoice
evidencing the copy charges incurred during the prior quarter, subject to City accounting procedures.
Said invoice shall include meter readings provided for each machine, and a total image count for each
quarter. 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.
3. TERM
November 1, 2012 date first written above and terminate on October 31, 2015, unless terminated
earlier in accordance with Section 12, below.
4. INDEPENDENT CONTRACTOR
Consultant 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 Consultant performs the services which are
the subject matter of this Agreement; however, the services to be provided by Consultant shall be
provided in a manner consistent with all applicable standards and regulations governing such services.
Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and
similar taxes relating to employees and shall be responsible for all applicable withholding taxes.
5. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain and
shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial general
liability insurance naming the City, its officers, employees, agents, volunteers and representatives as
additional insured(s) and shall include, but not be limited to protection against claims arising from bodily
and personal injury, including death resulting therefrom and damage to property, resulting from any act or
occurrence arising out of Consultant's operations in the performance of this Agreement, including,
without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following:
single limit coverage applying to bodily and personal injury, including death resulting therefrom, and
property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply City with a
fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon
execution of this Agreement and shall be approved in form by the City Attorney.
b. Business automobile liability insurance, or equivalent form, with a combined single limit of
not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and
non-owned automobiles.
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the
Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for
worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work
under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with
limits not less than $1,000,000 per accident.
d. The following requirements apply to the insurance to be provided by Consultant pursuant to
this section:
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(i) Consultant shall maintain all insurance required above in full force and effect for
the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of this
Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty (30)
days prior written notice to the City.
e. If Consultant fails or refuses to produce or maintain the insurance required by this section or
fails or refuses to furnish the City with required proof that insurance has been procured and is in force and
paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such
termination shall not effect Consultant's right to be paid for its time and materials expended prior to
notification of termination. Consultant waives the right to receive compensation and agrees to indemnify
the City for any work performed prior to approval of insurance by the City.
6. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, 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 negligence or willful
misconduct of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting
on their behalf in the performance 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.
7. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information is
reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or
disclose such information except in the performance of this Agreement, and further agrees to exercise the
same degree of care it uses to protect its own information of like importance, but in no event less than
reasonable care. "Confidential Information" shall include all nonpublic information. Confidential
information includes not only written information, but also information transferred orally, visually,
electronically, or by other means. Confidential information disclosed to either party by any subsidiary
and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and
nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources;
(b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by
operation of law; or (e) is independently developed by the Consultant without reference to information
disclosed by the City.
8. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
Agreement.
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9. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall
be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or
certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner
provided in this Section, to the following persons:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax 714- 647-6956
With courtesy copies to:
and
Executive Director- Finance and Management Services Agency
City of Santa Ana
20 Civic Center Plaza (M-17)
P.O. Box 1988
Santa Ana, California 92702
Fax 714- 647-5414
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Fax 714- 647-6515
To Consultant: C3 Office Solutions
Tricia Sanchez
1565 McGaw, Suite C
Irvine, California 92614
Fax 714-641-2717
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 telefacsimile, 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.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event
of a conflict between the terms of this Agreement and any attachments hereto, the terms of this
Agreement shall prevail. This Agreement may not be modified except by written instrument signed by
the City and by an authorized representative of Consultant. The parties agree that any terms or conditions
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of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and
conditions hereof, shall not bind or obligate Consultant nor 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 are not embodied herein.
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written
consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior
written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit
the City's ability to have any of the services which are the subject to this Agreement performed by City
personnel or by other consultants retained by City.
12. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of termination, subject
to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver to the
City all work product completed as of such date, and in such case such work product shall be the property of
the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the
City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in
the Recitals of this Agreement.
13. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
recruitment, selection, training, utilization, promotion, termination or other employment related activities.
Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal,
state and local laws and regulations.
14. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined
and governed by the laws of the State of California. Both parties further agree that Orange County,
California, shall be the venue for any action or proceeding that may be brought or arise out of, in
connection with or by reason of this Agreement.
15. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits,
approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by
the laws and regulations of the United States, the State of California, the City of Santa Ana and all other
governmental agencies. Consultant shall notify the City immediately and in writing of its inability to
25D-9
obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be
cause for termination of this Agreement.
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority
and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City
fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such
authority or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the
body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above
written.
ATTEST:
MARIA D. HUIZAR
Clerk of the Council
CITY OF SANTA ANA
PAUL M. WALTERS
City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
Laura Sheedy
Assistant City Attorney
CONSULTANT
RECOMMENDED FOR APPROVAL:
C3 OFFICE SOLUTIONS, LLC
FRANCISCO GUTIERREZ
Executive Director - Finance &
Management Services Agency
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TRICIA SANCHEZ
6
EXHIBIT A
SCOPE OF SERVICE
A. INTRODUCTION
The overall objective of this initiative is to provide managed print services for the City
covering leased copiers, multifunction office equipment, printers, and full equipment
maintenance on city owned and leased copiers and printers. The Consultant will provide
supplies including but not limited to toner cartridges, print heads, drums, imaging units,
etc.for all equipment included in the Managed Print Services agreement, as well as
service calls covering parts and labor for all equipment included in the Managed Print
Services agreement. Consultant will provide all supplies and service, except paper, to
maintain and operate all equipment up to manufacturer's recommended level of
performance. In addition, consultant service advice regarding copier and printer new
acquisition will be offered upon request. All cost will be charged on a preferred quarterly
billing schedule with discussion open for a monthly schedule. All equipment charges to
be covered on a per click charge basis.
The City's current 3-year term leased copiers will run full term as set forth in Attachment
1, with ending dates as per signed lease. New copiers leased will fall under the terms
and conditions of this Agreement.
The following groups of office equipment cover the spectrum of equipment and services
to be included in the MANAGED PRINT SERVICES agreement.
Group A - Copiers/multifunction office equipment leased for a period of 3-years
including full maintenance and all supplies with OEM and/or re-manufactured toner
cartridges. Billed on a per click base.
Group B - Leasing large on-line printers, where applicable, including maintenance and
supplies with OEM and/or re-manufactured toner cartridges. Billed on a per click base.
Small volume printer may be purchased or leased as it benefits the City.
Group C - Printers currently owned by the City managed with a maintenance contract
covering service, parts and labor and OEM and/or re-manufactured toner cartridges.
Billed on a per click base.
Group D - Consultant service on department copier and printer requests covering
recommendation on make, model and features as well as physical location.
B. GENERAL SPECIFICATIONS
1. Consultant shall provide service, maintenance and supplies for all equipment as set
forth in Consultant's Proposal, attached hereto as Attachment 2, and incorporated by
this reference.
2. The Consultant shall be responsible to return any leased equipment at the end of the
contract at its own expense. Disposal of said equipment will be properly
documented and recorded for future reference.
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2. All equipment shall be new copiers, multifunction digital office equipment and
printers.
All copiers shall come standard with security overwrite protection that meets or
exceeds Department of Defense Standard 5220.22-M. Security protocols regarding
hard drives or any copier provided must meet the following when moving, placing,
replacing or exchanging units:
a. Hard drive must be "re-formatted, removing all data in a manner that meets or
exceeds Department of Defense standard 5220.22-M.
b. If re-installing the unit, it shall be done at no additional cost to the City.
c. This procedure shall apply to all devices with a hard drive and/or the capability
of storing data locally.
d. This procedure shall apply to repair, maintenance, moves or new installations.
e. Records shall be kept and provided to the City as requested demonstrating
and attesting to these procedures being followed.
C. FACTS AND DETAILS ON CITY EQUIPMENT AND SUPPLIES UNDER A MANAGED
PRINT SERVICES PROGRAM
1. PRINTERS LOCATED IN OFFICES THROUGHOUT THE CITY
A. - City of Santa Ana including City Hall, Ross Annex, Library, Corporate Yard -
Total of 268 Canon - 10 Sharp - 1
Epson - 5 Source Technology - 4
HP - 241 Toshiba - 1
Okidata - 1 Xerox - 5
B. - Police Department HP - 248
2. COPIERS LOCATED IN OFFICES THROUGHOUT THE CITY
A. - Leased copiers - TOTAL of 39
Ricoh - 28
Canon - 10
Konica Minolta - 1
B. - Copiers owned by City - TOTAL of 22
Canon - 10
Sharp - 3
Toshiba - 2
Konica Minolta - 7
3. TONER CARTRIDGES and PRINTHEADS ORDERED FOR PRINTERS
for a 6-month period ending 10-21-11
A. Total cost of $70,824.46 spent for OEM cartridges, & print heads
B. A total of 514 toner cartridges/printheads purchased
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ATTACHMENT 1
List of leased copiers scheduled for termination of lease in 2012 and unit returned to vendor if
leased. Each unit is scheduled for replacement with a new copier and or multifunction machine
under a new 3-year lease agreement with total cost based on a per click cost base.
Replacement unit to be selected by assessment of print demands of requesting department. List
states current leased copier in use and departments stated copier features for new machine.
All copiers should be standard A3 copiers
Replace 2 Ricoh Aficio MPC4000 - Leased and will be returned to Ricoh
• Both color - Quote as 40-45cpm
• Both networked with print, scan and fax option
• Both with standard stapling finisher with hole punch unit
• Both with automatic document feeder
• Both with minimum 4 paper supply drawers
• Both with data overwrite security
Replace 2 Ricoh Aficio MP5000 - Leased and will be returned to Ricoh
• Both black and white - Quote as 50-55cpm
• Both networked with print, scan and fax option
• Both with Bate Stamping option (if possible)
• Both with standard stapling finisher
• Both with automatic document feeder
• Both with minimum 4 paper supply drawers
• Both with data overwrite security
Replace 2 each Ricoh Aficio MPC2550 - Leased and will be returned to Ricoh
• Both color - Quote as 20-25cpm
• Both networked with print and scan option - no fax
• Both with standard stapling finisher
• Both with automatic document feeder
• Both with minimum 4 paper supply drawers
• Both with data overwrite security
Replace 2 each Ricoh Aficio MPC5000 - Leased and will be returned to Ricoh
• Both color - Quote as 50-55cpm
• Both networked with print and scan option - no fax
• Both standard stapling finisher with hole punch unit
• Both with automatic document feeder
• Both with minimum 4 paper supply drawers
• Both with data overwrite security
Replace 1 each Ricoh PR0906EX * - Leased and will be returned to Ricoh
• Black and white - Quote as 90-95cpm
• Networked with print and scan only - no fax
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• Standard stapling finisher with hole punch unit
• Automatic document feeder
• Minimum 4 paper supply drawers with additional large capacity tray
• Data overwrite security
*This copier is for PD. If possible, they have requested a copier that has some type of working
space on top.
Replace 1 each Toshiba ES360 - Owned by City
• Quote as 30-35cpm
• Please quote for black and white and color separately
• Networked with print and scan only - no fax (if possible, would like to scan in color if
they get a b/w machine)
• Standard stapling finisher
• Automatic document feeder
• Minimum 4 paper supply drawers with additional large capacity tray
• Data overwrite security
Replace 1 each Canon IR400 - Owned by City
• Color - Quote as 40-45cpm
• Networked with print, scan and fax option
• Standard stapling finisher
• Automatic document feeder
• Minimum 4 paper supply drawers
• Data overwrite security
Replace 1 Canon IR6000 - Owned by City
• Black and white - Quote as 60-65cpm
• Stand alone copier, no networking necessary
• Standard stapling finisher
• Automatic document feeder
• Minimum 4 paper supply drawers
• Data overwrite security
Replace 1 Canon Image Class 2210 - Owned by City
• Color - Quote as 20-25cpm
• Networked with print, scan and fax option
• Standard stapling finisher
• Automatic document feeder
• Minimum 4 paper supply drawers
• Data overwrite security
Replace 1 Konica Minolta EP5000 - Owned by City
• Black and white - Quote as 50-65cpm
• Networked with print, scan and fax option
• Standard stapling finisher
• Automatic document feeder
• Minimum 4 paper supply drawers
• Data overwrite security
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ATTACHMENT 2
CONSULTANT'S PROPOSAL
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3
C QfficeSolutlons
D, C3 Service Capabllitles
1. C3 has experience with Government Accounts,
a. The City of Santa Ana had a "Pilot Program" for Managed Print Services with our
Company from June 1" 2011 to June 30th 2012. The pilot was successful.
b, In addition, C3 just won-a 3 year bid with the County of Orange Representing
Canon and Sharp products. We just completed our first installation of 12 MFP'S .
at the County Clerk Recorder's office. The Clerk Recorder intends to migrate the
print volume from their 100 HP printers to the new MFP's.
c. The City of Newport Beach has standardized on C3. The City is moving to their
new City Hall in December and will be installing all new MFP's. We worked with
their IT staff to meet different department requirements and made sure the scan-
ners worked with their Document Management System. The Police Department
and City Hall will have different manufactured MFP's (Canons and Sharps) based
on unique requirements.
d. Cal State Fullerton is a current customer and has recently purchase scanners,
Sharp Interactive Touch-screens and monitors.
e. Olive Crest i8 .a non-profit organization in Santa Ana and is a current customer.
C3 placed 30 new Sharp MFP's at a cost savings by migrating the HP print vol-.
ume to more cost effective devices.
2. C3 isF azwol authorized dealer for the fu111i e, of copiets and printers from Sharp USA,
Canon USA, and HP.
3. All C3 technicians are factory trained and certified.
4. ' All service calls are directed to our §ervice coordinator who is always available by phone
in person. At no time will our customers be subjected to choosing voice recorded options
or interacting with an automated phone system or be transferred overseas for customer
service. All calls are handled with a live person from our Irvine office. Initial service
call will be logged with details of the technical issue and 5-digit equipment identification
number (to identify equipment location and model information). At this point, a service
ticket is created by our service coordinator and dispatched to one of our technicians. The
assigned technician immediately receives the service work order on their smart phone and
is required to call customer contact within 1 hour of the initial call to provide an ETA of
onsite arrival. Technician will log the time that they spoke to the customer on their smart
phone and the system will capture the time of this event. Technician then will arrive on
site within 4 business hours of the initial service call and again will log this event with
the time into our system. If the 4 hour response falls after hours, technician will arrive
first thing the next morning based on customer's hours of operation. If the service call is
for an urgent matter, service coordinator may ask upper management for an exception to
prioritize the call. All service calls are attended to within 4 hours. Upon completion of
the work, technician will close out the call on their smart phone and this to log notes in
the system. If technician requires a part and does not have said part in their vehicle to
address the issue, technician could ask another C3 staff member to deliver the part from
our local warehouse or technician could drive to the warehouse to obtain pall and return
to complete the job. Technician may also reschedule for a follow up appointment. Tech-
Proprietary and Confidential
Page 19
25D-16
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nician will provide ETA to customer in either case and record notes for any rescheduled
appointment, Service reports are reviewed everyday to ensure our commitments to our
customers have been met, If a given unit fails continuously, 2°a level specialists will be
dispatched to address the issue and if the problem continues to persist, C3 will replace the
device with another device with similar specifications and features. Performance of eve-
ry one of our devices is reviewed on a monthly basis to proactively address issues, Ser-
vice reports will be shared with customer during scheduled account reviews for ongoing
feedback,
5. C3 is committed to offering the Santa Ana PD optimum uptime. C3 will provide loaners
onsite to address the need for down printers on Saturdays and Sundays. When a loaner is
used to replace a down printer, Santa Ana PD will notify C3 of this event and C3 will
send a technician to repair the down printer during normal business hours. Once the
printer is repaired, the loaner will be put back into loaner status. C3 in collaboration with
Santa Ana P.D. will assess the quantity and model types of the loaners.
6. First time fix is approximately 87.6% for copiers and 83.3% for printers.
7. C3 uses only OEM parts and supplies for all our Sharp and Canon MFP's. All of the
Sharp and Canon suppl?os and parts are included in the Service Agreement. HP printers
may use supplies by LMI:,(newly manufactured compatibles not refills). LMI compatible
supplies were successfully, used during the Pilot Program with the City of Santa Ana. C3
will provide full warranty of all parts and supplies and guarantee our workmanship.
8. C3 keeps inventory of replacement parts in our local warehouse. HP - 64 different mod-
els, Canon - 37 different models, Sharp - 29 different models. In addition, we have over
70 different resources to acquire partsfrom,
9. C3 will offer a loaner if the City is down for more than one day with similar capabilities
and features.
10. Preventive Maintenance is pre-scheduled by C3 based on manufacturer's recommenda-
tions and may be scheduled at a mutually acceptable time.
11, For emergencies or urgent matter - C3 is local and can easily hand deliver toner from our
warehouse. These services will be included in our basic pricing and there will not be any
additional costs. In addition, C3 will provide additional toners to have on hand for such
emergencies.
12.. C3 has always received glowing reviews for training end-users and providing ongoing
support. We know well trained users request fewer service calls. C3 will provide videos
and user manuals which can be accessed 24 hours per day to supplement in-person train-
ings. C3 will provide as much support as necessary to maximize utilization of the devic-
es.
13. Our analysts will configure all features of the copiers and MFR's, including but not lim-
ited to copying, faxing, network printing, all available forms of scanning, and integration
with back end office solutions. These services are all inclusive in our bid pricing.
14. C3 would like to invite City personnel to our showrooms to see a demonstration of fea-
tures and benefits. C3 is also willing to provide trials to help assess real life performance
in the actual working environment.
15. C3 will not sub-contract any work to any other vendor.
Proprietary and Confidential
Page 110
25D-17
0 3OfficeSolutions
La.w cyi;mo r..?ain,
16. Trieia Sanchez is your Account Manager and she has no plans to retire for at least another
10 years. We hire very experienced service technicians that share our company vision
and are well paid and happy employees, As we dedicate our most experienced and loyal
account managers and service technicians, we expect to deliver consistent performance
with familiar faces who will intimately understand the needs of the City of Santa Ana.
17. As mentioned before, all Sharp and Canon equipment will only use OEM parts and sup-
plies. If the City of Santa Ana requests OEM toners for the HP devices, C3 may accom-
modate the request with a higher per-click charge as described in our proposal pricing.
18. C3 is an environmentally friendly company. By choosing C3, The City of Santa Ana will
receive recycling services in which a box is provided with free freight to collect all your
toners, regardless of manufacturer. Sharp has been awarded SmartWay's Excellence
Award for the third consecutive time. Sharp products are energy star compliant and uses
LED technology, uses low fusing temperature, and the fuser is idle when not being used
(which does not affect warm up times). These all contribute to lower energy usage and is
the best in class compared to any other comparable product from another manufacturer.
19. Supplemental Information: C3 also offers sales and service for Interactive Digital Moni-
tors, LEA-LCD monitors, projectors, document management systems, document solution
integration, facilities management, as well as business consulting.
D. Sofhvnre Details
C3 will use PageTrac as our Data Collection Agent (DCA) to monitor toner levels, meter counts,
and device status to proactively manage the fleet of printers as well as connected multifunctional
devices on the network. Data from locally co71nected devices can also be collected, provided that
the Local Print Agent application is installed on each computer connected to a local printer. C3
will use this same software that has been successfully tested during the Pilot MPS Program with
The City of Santa Ana. Typically, triggers are set at 20% toner capacity to alert our staff of a
toner replenishment order; however, C3 will set the threshold for toner orders to accommodate
The City of Santa Ana's needs.
1. Yes, the City's Microsoft NT Network is compatible with all tracking features of our
monitoring system. In addition to the information above, PageTrac operates on port 80,
21, or 443, as well as through a proxy server (as deemed necessary by the City of Santa
Ana and S.A.P.D.'s network security) during client-specified time intervals. Your net-
work requires no altercations or modifications to the existing security and upholds the in-
tegrity of said networks. Data collection consists of page counts, device description (con-
figuration) and device status and is collected via SNMP (Simple Network Management
Protocol) and ICMP (Internet Control Message Protocol). Standalone workstation is not
needed to ran the Printer DCA monitoring service and discreetly runs in the background
for end-users' convenience.
2. The Local Print Agent is used to collect information from local printing devices. The
technology of the local device determines the information reported to the Local Print
Agent (older, lower-end devices may report less information than newer, higher-end de-
vices), but the Local Print Agent will attempt to collect manufacturer, device description,
serial number, and meter reads. If for some reason, C3 is unable to collect the device me-
ter reads from the Local Print Agent for billing purposes, C3 will provide the City of
Proprietary and Confidential
Page i11
25D-18
OOHICOSoluttons
Su M, tavwee kv q rem
Santa Ana with the option to either remove the device from the Managed Print Program
and have us manage the printer from a Time & Materials standpoint, or C3 staff can
manually pull the meters once a quarter to ensure billing accuracy.
3. C3 will attempt to find the path of least resistance and disruption by attempting to install
the Local Print Agent for non-networked devices. Some printers however may be net-
work ready and for those devices. C3 provides the best management of devices when
they are networked and is captured by our Data Collection Agent.
F. Blllina and Retorts
C3 will provide quarterly billings on a per click basis for both copiers and printers, in one
single invoice.
1. Yes, C3 will accommodate quarterly billing and is open to any other schedule the City of
Santa Ana requests,
2. Prices presented in this proposal wilt remain the same throughout the entire term of the
agreement. Prices established in the continuing agreements may be adjusted due to infla-
tion or changes in operating costs. C3 will submit any price adjustment 90 calendar days
prior to the anniversafy,of the 3-year agreement and will be presented with all supporting
documentation, as provided by the U,S, Department of Labor Consum' er Price Index
(CPI). C3 agrees that the published national CPI serves as the maximum amount that can
be adjusted to the price and that the price adjustment is subject to the City of Santa Ana's
approval,
3. C3 will allow the personnel fiom the City of Santa Ana to gain access to our fleet moni-
toring system with frill access to view C'.ter and device status 24 hours. Whether the
City chooses to engage in having full access or not, C3 will provide full reports associat-
ed with the quarterly billing, including meter readings per device as well as the total click
count for the quarter.
4. C3 will provide quarterly or semi-annual account reviews along with Rill reports from the
Data Collection Agent to provide assessment of asset utilization. Should the City of San-
ta Ana choose to meet with us to hear our recommendations on an ongoing basis, C3 will
provide floor plans with device locations, average monthly volume per device, frequency
of device failure, device downtime, and recommend changes as C3 sees appropriate to
maximize return on investment and achieve higher productivity. The City is not obligat-
ed to adhere to any of the recommendations.
G. Leasing. FlnanclnQ
L Yes, C3 is strategically partnered with several third party financing companies to provide
lease financing including DLL, GE Captial, Leaf Financial, and US Bank. The City of
Santa Ana may choose to pay C3 Office Solutions or make payments directly to the third
party leasing company. Most billing questions and other questions related to the terms
and conditions of any and all documents presented in junction with C3's agreements will
be handled by C3 Office Solutions personnel and may be supported by third party per-
sonnel.
2. Yes, C3 may choose to handle the lease in-house should it be the best option for all parties
involved in the transaction.
Proprietary and Confidential
Page 112
25D-19
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G OHIceSolutions
s:ryr.?co?ti k<?7 v.>.
H. Funding Out Clause
1. In the event that sufficient budgeted funds are not available for anew fiscal period, C3
and any third party financing company will agree to terminate the contract on the last day
of the fiscal period in which the City has notified C3 of such occurance,
a. C3 agrees to the statement from the above section H.l.
1. Pricing
1. C3 will provide a monthly fixed cost that will include a monthly allowance as stated in
the Pricing portion of this proposal and includes the cost of the equipment, configuration,
all inclusive maintenance, delivery, installation, set up, end-user training, all operating
supplies (toner, developer, fuser oil, drums, rollers, circuit boards, staples, etc) with the
only exception of supplies provided being paper.
2. Pricing structure will be fixed pricing for the full 3-year agreement,
3. Payment terms will be net 30 days.
4. C3 will cover all cgpts associated with delivery/freight costs,
S. C3 is proposing ttivo options with cost per click as well as a fixed monthly cost option.
2
J
2
1-1
Proprietary and Confidential P a g e 113
25D-20
EXHIBIT B-1
Cost Per Image Agreement
25D-21
C 13
OfficeSolutions
DRAFT Cost Per Image Agreement
CUSTOMER (hereinafter referred to as "You" or "Your' Agreement No.
Full Legal Name
City of Santa Ana
Address City State Zip County
20 Civic Center Plaza M16 Santa Ana CA 92702 Orange
Supplier (hereinafter referred to as "We" or "Us"
Name City State
C3 Office Solutions Irvine CA
Program Summary (Details listed in Attached Schedule B): t
X Monthly Payment Billed Quarterly $4,480.00
with Excess Per Image Charge AND EITHER ? By Group OR? Consolidated
OR See attached Mono = $. .0199 Color = $. .0997
Per Image Charge Only By Device
See Attached
OEM toners will only be provided if requested at a $.035 click charge for black and white and $.15 click charge for color.
SERVICES OFFERED: We agree to provide all consumables, along with free printer environment monitoring, auto toner replenishment, proactive
service error monitoring, free phone technical support, service, and quarterly environment reporting under this Cost Per Image Agreement. Further
information on the Service Management details are on the back of this document. Covered equipment, along with Cost Per Image pricing, is listed
in Schedule B.
IMAGE CHARGES: Payments are due quarterly, beginning the date the Agreement is initiated (as noted by the Agreement date below) or any later
date designated by Us (see "Transitional Billing" section below) and continuing on the same day of each following month until fully paid. You are
entitled to make the total number of images reflected in the Monthly Image Allowance shown on in Schedule B each month (if consolidated), or the
monthly amount Image Allowance Per Machine or Group (if not consolidated). If You use more than the applicable Allowance(s) in any month, You
will pay Us an additional charge equal to the number of additional metered images multiplied by the applicable Excess Per Image Charge. You
agree that We may proportionally increase Your Per Image Charges at any time if Our estimated average page coverage is exceeded in any month
during the term of this Agreement.
DOCUMENTATION FEE: We may charge You a reasonable fee to cover documentation and investigation costs.
TRANSITIONAL BILLING: If We designate as the Agreement commencement date or effective date a date which is later than the date the
Agreement is/was initiated (as noted by the Agreement Date below), then You shall pay Us an interim payment for each day, from the date the
Agreement is/was initiated until the commencement date, equal to the minimum monthly payment divided by 30. If this Cost Per Image Agreement
has no minimum monthly amount (as designated in Schedule B), we will bill you for actual pages printed from the Agreement initiation date until the
designated commencement date.
GOVERNING LAW, CONSENT TO JURISDICTION AND VENUE OF LITIGATION: This Agreement and each Schedule shall be governed by the
laws of the State of California. YOU AGREE THAT ANY DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT WILL BE
ADJUDICATED IN THE FEDERAL OR STATE COURT LOCATED IN California. YOU HEREBY CONSENT TO PERSONAL JURISDICTION AND
VENUE IN THAT COURT AND WAIVE ANY RIGHT TO TRANSFER VENUE. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY.
LATE FEES: If any amount payable to Us is not paid when due, You will pay Us a late charge equal to: 1) the greater of ten (10) cents for each
dollar overdue or twenty-six ($26.00) dollars; or 2) the highest lawful charge, whichever is less.
AGREEMENT PERIOD: This agreement is for a period of 36 months from the Agreement is initiated, and is non-cancelable.
THIS AGREEMENT IS SUBJECT TO THE TERMS AND CONDITIONS PRINTED ON THIS PAGE, THE REVERSE SIDE, AND ATTACHED SCHEDULE B, ALL OF WHICH PERTAIN TO THIS
AGREEMENT AND WHICH YOU ACKNOWLEDGE HAVING READ. THIS AGREEMENT IS NOT BINDING UNTIL ACCEPTED BY US. YOU CERTIFY ALL ACTIONS REQUIRED TO
AUTHORIZE EXECUTION OF THIS AGREEMENT, INCLUDING YOUR AUTHORITY, HAVE BEEN FULFILLED.
SUPPLIER: (As Stated Above) CUSTOMER: (As Stated Above)
By. Date Accepted: By, X Date:
Signature Signature
Print Name & Title: Print Name R Title:
25D-22
13
j Off"iceSolutions
DRAFT Cost Per Image Agreement
I. MAINTENANCE AND SUPPLIES. The charges stated in the Agreement include charges for maintenance (from 8 a.m. to 5 p.m. local time, except
weekends and holidays ("Regular Service Hours")), inspection, adjustment, parts replacement, cleaning material required for proper operation, and black toner and developer
for such Equipment and may also include charges for such maintenance and supplies provided to You for the equipment (reflected on Schedule B). You must purchase paper
and staples separately. Color toner and developer supplies will be provided for production of pages as shown, with 20% page coverage. Supplies required for production in
excess of 20% page coverage will be invoiced separately.
A. Equipment Eligible for Coverage. This only applies to the Equipment identified on Schedule B. You represent and warrant that, other than as set
forth Schedule B there is no other equipment located at Your site(s) that is using Our supplied toner and ink consumables. All equipment using Our supplied toner and ink
consumables must be included in Schedule B. To the best of Your knowledge, there are no equipment conditions that do not meet manufacturer's specifications ("Pre-
Existing Conditions"), other than those specifically identified in Schedule B.
B. Definition of Services Provided. We agree (a) to perform only those repairs involving worn Equipment components that have failed during ordinary
use of the Equipment under normal operating conditions (trays, covers and other non-consumable parts are not covered), (b) to provide regularly scheduled maintenance with
respect to the Equipment, and (c) to supply You with all toner and ink consumables required to operate the Equipment. Requests for services outside of Regular Service
Hours will be provided on a best effort basis at Our prevailing time and material hourly rate. Such charges for services outside of Regular Service Hours are in addition to the
prepaid Minimum Monthly Payment. This Agreement does not cover after-hours service, shop overhauls, and service made necessary by accident, fire, water or natural
disasters.
C. Access to Equipment. We shall have the right to access Your site and any other of Your premises that may house Equipment upon reasonable notice
for access with Your supervision during regular work hours. We reserve the right to invoice You at Our prevailing time and material hourly rate, separate from the Minimum
Monthly Payment, when access to the Equipment is denied for greater than fifteen (15) minutes, when You initiated the request for service. We shall apply an estimated
monthly page volume to any and all Equipment that cannot be accessed for page count recording purposes.
D. Authorized Maintenance Providers. We, at Our discretion, may authorize Our approved maintenance subcontractors or approved service providers
to perform maintenance and repairs to the Equipment. In cases where We manage Your third party service agreement on your behalf, then all sums currently due under that
agreement must be paid in full before We will assume any obligation or responsibility.
E. Repair Responsibility. Our responsibility ceases if persons make repairs to the Equipment other than Our authorized representative or subcontractor.
It also ceases if competitive supplies are used, or if the damage occurs as a result of Your abuse or improper handling.
F. Ownership and Control of Toner and Ink Consumables. All toner and ink consumables supplies provided under this Agreement shall at all times
remain the property of Us. You may use the toner and ink consumables pursuant to the terms of this Agreement, but You shall not have any ownership rights in or to the toner
or ink consumables. You shall promptly return to Us all empty consumables supplied by Us under this Agreement. Your failure to return the number of empty consumables to
Us equal to those delivered during the term of this Agreement will result in a lost consumables surcharge equal to the current replacement value of the lost consumable. In the
event of Your default, You shall promptly return all toner and ink consumables to Us. You shall not be charged for any toner or ink consumables in use upon the expiration of
this Agreement. Any toner or ink consumables not returned shall be billed by Us to You at the prevailing cartridge retail purchase price. The ordering of consumables
significantly in excess of the number of prints produced may be charged to You by Us.
G. Additional Equipment and Right of Inspection. You shall notify Us promptly upon installing any additional equipment ("Additional Equipment") at
Your site capable of using Our supplied toner and ink consumables. Equipment installed subsequent to the date of this Agreement will be evaluated by Us, and included in, or
excluded from, this Agreement at the mutual agreement of the parties.
Additional Equipment deemed included in the Agreement by Us shall be added to Schedule B and will automatically be covered by and considered Equipment under the terms
of this Agreement. Billings or surcharges for Additional Equipment output will be reflected in the billing cycle immediately following the billing cycle in which the Additional
Equipment is installed. If You add Additional Equipment the Minimum Monthly Payment may be adjusted accordingly at Our sole discretion.
If any such Additional Equipment is used equipment, You represent and warrant to Us that, except for Pre-Existing Conditions duly disclosed to Us prior to such Additional
Equipment being covered by this Agreement, all of the Additional Equipment shall, on the date such coverage commences, be in good working order. We shall be entitled to
take a physical inventory of the Additional Equipment upon or prior to its being covered by this Agreement to determine whether they are in working order. In the event, as of
the date coverage commences under this Agreement, any Additional Equipment is not in good working order, You shall have such Additional Equipment repaired at Your sole
expense and, until such Additional Equipment is so repaired, any Additional Equipment with Pre-Existing Conditions shall not be covered under this Agreement. An initial
meter reading of zero (0) is agreed, unless You provide timely information to the contrary, for any Additional Equipment that meets the conditions of G.1.
II. WARRANTY. Notwithstanding anything in this Agreement to the contrary, We warrant (a) that all personnel performing services hereunder by or on behalf of
Us will have appropriate training and experience and (b) all equipment is in accordance with industry standards, and all supplies and materials are of good quality. Without
limiting the generality of the foregoing (and without limiting any obligation of Us to make repairs under this Agreement), You expressly agree and acknowledge that in no event
shall any manufacturer's warranty, including but not limited to any implied warranty of merchantability, and fitness for a particular purpose, be deemed given by or otherwise
transferred or applied to Us. If Your notify Us within ninety (90) days from performance of the services that the services or a part thereof fails to conform to the standards
specified herein, Your sole and exclusive remedy is that We shall promptly repair, replace or re-perform the non-conforming services.
III. TRACKING SOFTWARE.
A. If Tracking Software is involved, You grant Permission to Install and Maintain Tracking Software. We own software ("Tracking Software") that
enables Us to monitor the usage of, and the copy count produced on, the Equipment. You agree that We shall have the right, at any time during the term of this Agreement, to
install the Tracking Software on one or more of Your computer networked station(s). You agree to provide Us, during normal business hours, access to Your computer-
networked station(s) to enable Us to upgrade, modify or maintain the Tracking Software or to install new releases or additions to the Tracking Software. Under no
circumstances will the Tracking Software provide Us access to Your information other than information directly related to this Agreement. You agree to not delete or remove
the Tracking Software or to alter, modify or otherwise render it unusable during the term of this Agreement without the prior written consent of Us. If You disagree, then We
retain the right to invoice You the prevailing hourly billable rate for labor required to obtain meter readings, per meter reading cycle.
B. No License, other Prohibitions. Nothing herein shall be construed as granting a license to You for the use of the Tracking Software. You may not, nor
may You permit or cause any other person to (a) use or copy the Tracking Software, in whole or in part, in any manner, (b) modify, translate, reverse engineer, decompile or
dissemble the Tracking Software, (c) rent, lease, loan, resell, distribute, use in a customer-server network to provide third parties access to, or otherwise transfer the Tracking
Software, or (d) remove any proprietary notices on the Tracking Software.
C. Intellectual Property Rights. All rights (including all intellectual property rights, whether recognized currently or in the future) in and to the Tracking
Software (including any source code, executable code, object code, tools and/or libraries related to the Tracking Software) will at all times be owned by Us. No modifications
and/or use by You of the Tracking Software shall under any circumstances transfer any right, title or interest in or to the Tracking Software to You or any third party.
D. Tracking Software Warranty, Liability. You acknowledge that the Tracking Software will be installed on Your networked workstation(s) "as is" without
warranty of any kind, either express or implied, including the implied warranties of merchantability, and fitness for a particular purpose. We do not warrant that the Tracking
Software will be error free or will operate without interruption. We shall in no event be liable to You for any special, consequential, incidental or indirect damages in connection
with the Tracking Software. If the software is found to cause issues on Your network, and these issues can be reasonably associated to the installation of the software through
uniform software testing and tracing methodologies, Our liability will be limited to the removal of said Tracking Software from Your environment.
IV. MISCELLANEOUS.
A. Software. Performance issues related to Software and/or connectivity are not covered under the terms of this Agreement. Any warranties related to
Software will be those offered by the manufacturer and will be passed directly to the user.
B. Software/Hardware. Connectivity and performance issues related to Software and non-standard hardware are not covered under the terms of this
Agreement. Any warranties related to these solutions, which include but are not be limited to: HP Digital Sending Software, Web Jet Admin, Auto Store, any OCR software,
computers and scanners, will be those offered by the manufacturer and passed directly to the user. Operation and configuration of the Software will be the responsibility of
You after initial install and operation test of (1) "Send To" folder is completed by Us.
25D-23
25D-24
EXHIBIT B-2
CUSTOMER CARE
MAINTENANCE AGREEMENT
25D-25
3 DRAFT CUSTOMER CARE MAINTENANCE AGREEMENT
G Off i ce S O I u t I O n S Version Date October 10, 2012
?.u? ivr?cea ?rn?ric: AUUKtS?: CIl Y / STAI E / ZIP
City of Santa Ana 20 Civic Center Plaza M-16 Santa Ana, CA 92702
BILLING CONTACT: PHONE: FAX:
Robert Cortez 714-647-5295
TBD Robert Cortez 714-647-5295
LOCATION ADDRESS: FAX: EMAIL:
20 Civic Center Plaza rcortez5(d-)santa-ana.orq
PHYSICAL LOCATION DESCRIPTION: METER CONTACT: PHONE:
CITY: STATE: _ ZIP CODE: METER EMAIL ADDRESS:
NSanta Ana
MODEL SERIAL NUMBER EQUIPMENT ID NUMBER START METER
TED
AGREEMENT ENT ITLEMENT
t.l1 flt?$ A?ttkrt'? ? tf:7t t?phEaN T4M?F( , "?G 1'flll7Cx ?' r':8$ rIA?'E
included included
DE included included included
TAIL • included included no no 10!16/2012
AUTHORIZATIONS
TOTAL BASE CHARGE COMMENTS:
N/A
` Owned outright copiers.
BASE CHARGE FREQUENCY METER FREQUENCY AUTHORIZING CONTRACT NUMBER:
N/A Monthly Billed Quarterly
B/W cost per cop/ VOLUME OVERAGE BASE MIN B/W PMT PURCHASE ORDER NUMBER:
$0.0129
Color cost per copy VOLUME OVERAGE BASE MIN B/W PMT. Initial .Here . I have read and understand our obligations under the terms and
conditions stated herein, and on the reverse side thereof
as the only
$0M9. ,
agreement pertaining to the equipment hereunder. No other agreements
a I nl I t d th f f hi
'
pp y u ess express y no a on a ace o t s agreement or in the
contracts specified above. I understand all meter counts are based on
MANAGED PRINT SERVICES PRICING (MPS) 8.5x11 (minimum) single sided images.
W PRINT RATE VOLUME
( Customer has declined maintenance coverage at this time. The customer
Initial Here understands obtaining maintenance coverage later may incur charges in
COLOR PRINT RATE VOLUME N/A addition to the normal maintenance charges and has been informed as to
the current time and material billing rates.
PRINTED NAME: CUSTOMER SIGNATURE:
X
TERMS (Months) AGGREGATE CONSOLIDATE MASTER CONTRACT NUMBER DATE:
25D-26
1. GENERAL SCOPE OF COVERAGE This Agreement covers both the labor and the material for adjustments, repair and replacements of parts ("Maintenance") as required by normal use of the
equipment identified on the front page of this Agreement ("Equipment"). Maintenance does not cover charges for installation, relocating or de-installation of the Equipment. Service necessary
to repair
damage to the Equipment caused by misuse, abuse, negligence, attachment of unauthorized components, accessories or parts, use of substandard facsimile (thermal) paper or substandard
supplies,
other causes beyond the control of C3 Offfice Solutions or such causes which would void the Equipments' warranty are not covered by this Agreement. Any such repairs identified in the
proceeding
sentence shall be separately billed to customer and may lead to the termination of this Agreement. In addition, C3 Offfice Solutions may terminate this Agreement if the equipment is
modified, damaged,
altered or serviced by personnel other than the C3 Offfice Solutions Authorized Personnel, or if parts, accessories or components not meeting machine specifications are titled to the
Equipment.
Maintenance shall not cover charges for repairs needed as a result of Customer or third party modifications to software or hardware.
2. MAINTENANCE VISITS Maintenance visits will be made during standard weekday business hours at the address shown on the first page of this Agreement. Maintenance visits requested for
holidays,
weekends or after standard business hours may result in additional charges for travel and labor pursuant to C3 Office Solutions standard overtime rates in effect at the time Maintenance
visit. Maintenance
performed during a Maintenance visit includes lubrication and cleaning of the Equipment and the adjustment, repair or replacement of parts described below.
3. REPAIR AND REPLACEMENT OF PARTS, All parts necessary for proper operation of the Equipment requiring replacement due to normal wear and tear, subject to the general scope of coverage,
will
be furnished free of charge during a service call.
4. MAJOR REPAIRS AND UPGRADES Major repairs resulting from misuses of the product. overall failure of the Equipment resulting from the normal end of life cycle of the Equipment and other
repairs
5. USE OF C3 Office Solutions SUPPLIES Customer is not obligated to use C3 Offfice Solutions approved supplies under this Agreement. If, however, the Customer uses other than C3 Offfice
Solutions
approved supplies (other than paper) and such supplies result in damage to the device, C3 Office Solutions may, at its discretion, assess a surcharge or terminate this Agreement. If
C3 Office Solutions
terminates this Agreement, C3 Offfice Solutions may make service available on a "Per Call" basis based upon C3 Offfice Solutions standard rates in effect at the time of service .
6. SUPPLIES Supplies selected, if any, on the front of this Agreement ("Supplies"), shall be included under this Agreement. C3 Offfice Solutions will provide such selected Supplies to
the Customer based
upon normal yields. Supplies provided are for use with the Equipment covered by this Agreement only and are not for resale or for use with other equipment. If the Customer's usage of
the Supplies exceeds
the normal yields for the Equipment being serviced, C3 Offfice Solutions will invoice and the Customer agrees to pay, for the excess supplies at C3 Office Solutions current retail prices
then in effect. C3
Offfice Solutions reserves the right to charge for supplies and freight. Normal yield is defined as the published industry standard yield for the product model covered under this Agreement.
7. ELECTRICAL REOUIRMENTS In order to insure optimum performance of the Equipment, Customer must comply with all Sharp required electrical specification, including but not limited to
use of
designated circuit and outlets and required voltage requirements. These power standards are required by UL and/or local safety regulations. C3 Office Solutions can cancel the agreement
should customer
not comply with C3 Office Solutions recommended electrical requirements
8. CHARGES The initial charge for Maintenance under this Agreement is non-refundable and shall be the amount set forth on the first page of this Agreement. The annual maintenance fee
with respect to
any renewal term, will be charged at the time of term renewal. Customer shall be charged according to the payment cycle indicated on the front page of this Agreement. Customer shall
pay all charges within
ten (10) days of the due date. Excess late charges over 60 days, will result in late charges equal to 5% of invoice. C3 Office Solutions reserves the right to cancel this Agreement upon
written notice to the
Customer, or C3 Offfice Solutions may charge (and Customer hereby agrees to pay) a fair and reasonable upcharge for continued service. Typically related to extreme rural relocationsRates
are fixed
for the term of the cantraci
9. METER READING Customer is obligated to provide meter reading(s) in a timely manner upon request. If the Customer fails or refuses to provide the meter reading in a timely manner,
C3 Office
Solutions may estimate the meter based upon previous billing and service meter readings. The estimated meter will then be applied in the same manner as if the meter had been supplied
by the Customer
and the Customer agrees to pay any overage charges that may result from the estimated meter reading.
10. TERM This Agreement shall become effective upon C3 Offfice Solutions receipt from Customer of the initial non-refundable maintenance charge if applicable, as set forth on the first
page of this
Agreement, or for such Customers that are to be billed in arrears, upon the date indicated in the "Start Date" portion of the first page of this Agreement. The term of this Agreement
shall be as specified on
the first page of this Agreement.
11. EVENT OF DEFAULT AND TERMINATION The Customer's failure to pay any amount due under this Agreement, or breach of any other obligation herein shall constitute an Event of Default.
Upon an
Event of Default, C3 Offfice Solutions may in its discretion take any one or more of the following actions: (I) cease performing all Maintenance or any other service under this Agreement;
(ii) furnish
Maintenance or service upon a prepaid, "Per Call" basis, and/or (iii) terminate this Agreement. Customer shall be obligated to pay any amounts due and owing to C3 Offfice Solutions within
(10) days of the
expiration or termination of this Agreement. Customer, upon payment of all such amounts due, shall thereafter have no further liability or obligation to C3 Office Solutions whatsoever
for any further fees or
expenses arising hereunder. In the event C3 Offfice Solutions terminates this Agreement because of the breach of Customer, C3 Offfice Solutions shall be entitled to payment for work
in progress plus
reimbursement for out-of-pocket expenses.
12. INDEMNITY Customer shall indemnify, save and hold C3 Office Solutions, its affiliates, officers, directors, shareholders, employees, agents and representatives and its and their
successors and
assigns ("C3 Office Solutions Parties") harmless from and against any liability, loss cost, expense or damage whatsoever caused by reason of any breach of this Agreement by Customer
or by reason of
any injury, whether to body, property or business or to any other person by reason of any act, neglect, omission or default by Customer. Customer shall defend, at its sole and absolute
cost, any action to
which this indemnity shall apply. In the event Customer fails to defend such action, C3 Offfice Solutions may do so and recover from Customer in addition, all costs and expenses, including,
attorneys' fees
in connection therewith. C3 Offfice Solutions shall be entitled to recover from Customer all costs and expenses including without limitation, attorney's fees and disbursement, incurred
by C3 Office Solutions
in connection with actions taken by C3 Office Solutions or its representatives (i) to enforce any provision of this Agreement, (ii) to effect any payments or collections provided for
herein; (iii) to institute,
maintain, preserve, enforce and foreclose on SOS's security interest in or lien on the goods, whether through judicial proceedings or otherwise, or (iv) to defend or prosecute any actions
or proceedings
arising out of or relating to any C3 Office Solutions transactions with Customer.
13. ENTIRE AGREEMENT This constitutes the entire Agreement between the parties relating to the subject matter hereof. Any modifications to this Agreement must be in writing and signed
by both parties.
14. SUCESSORS AND ASSIGNS, TERMINATION Neither party may assign this Agreement or any of its rights or obligations hereunder, without the prior written approval of the other party, which
will not be
unreasonably withheld, except that either party may assign its obligations and rights to a wholly owned subsidiary, parent corporation, or entity under the same ownership, operation
or control.
15. SEVERABILITY If any provision in this Agreement is held invalid or unenforceable by a body of competent jurisdiction, such provision will be construed, limited or, if necessary,
severed to the extent
necessary to eliminate such invalidity or unenforceability. The Parties agree to negotiate in good faith a valid, enforceable substitute provision that most nearly affects the Parties'
original intent in entering
into this Agreement or to provide an equitable adjustment in the event no such provision can be added. The other provision of this Agreement shall remain in full force and effect.
16. COUNTERPARTS AND FACSIMILE SIGNATURES This Agreement may be executed in several counterparts, each of which shall be deemed to be an original and all of which together shall constitute
one Agreement binding on all parties hereto, notwithstanding, that all the parties have not signed the same counterpart. A faxed signature of this Agreement bearing authorized signatures
may be treated as
an original.
17. JURISDICTION All parties hereby consent to the exclusive jurisdiction *Of the Federal Courts located in CA and the State Courts located in CA in any proceeding arising out of or
relating to this
Agreement.
25D-27
18. LIMITATION OF LIABILITY To the extent permitted by law, in no event shall C3 Offfice Solutions be liable to Customer for any special, incidental, consequential, or indirect damages,
loss of business
profits, business interruption, loss of business information arising out of the inability to use the Equipment. The Customer acknowledges that the Maintenance provided by C3 Office Solutions
is for the
mechanical maintenance of the Equipment only, and that this Agreement does not cover any software, networking or any other connectivity or functionality unrelated to the device(s) described
in this
agreement. Network and or connectivity services not included in this contract are available from C3 Office Solutions at additional costs.
19. FORCE MAJEURE C3 Offfice Solutions shall not be liable to Customer for any failure or delay caused by events beyond C3 Offfice Solutions control, including. without limitation, Customers
failure to
furnish necessary information, sabotage, failure or delays in transportation or communication, boycotts, embargoes; failures or substitutions of equipment; labor disputes; accidents;
shortages of labor, fuel,
raw materials, machinery, or equipment; technical failures, fire, storm, flood; earthquake, explosion, acts of the public enemy, war, insurrection; riot, public disorder, epidemic; quarantine
restrictions; acts of
God; acts of any government or any quasi-governmental authority, instrumentality or agency.
20. NO WARRANTY C3 Offfice Solutions DISCLAIMS ALL WARRANTIES, EXPESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TECHNICAL COMPATABILITY,
FITNESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE.
21. INSURANCE If the Customer is leasing the equipment, the Customer shall obtain and maintain, at its own expense, insurance relating to claims for injury and/or property damage (including
commercial
general liability insurance) based on its use of the equipment, goods and machinery.
25D-28
EXHIBIT B-3
SAMPLE EQUIPMENT LEASE AGREEMENT
25D-29
C3 Office Solutions (Sample agreement, pending financial review) TBD
Lease Purchase Agreement #
•
Equipment MFG Model & Description Serial Number Accessories
See attached schedule for additional Equipment! Accessories
(Billing Address:
!E ui ment Location:
•
Lease Rate % : (Must complete for AR, GA, MD, NH, NJ, NM, TX, WI)
Purchase Option: TBD
Office
C3
Solutions,
LLC Lease Rate Factor: (Must complete for all other states)
1
565
McCaw,
Suite C L (plus applicable taxes) Term:36 (months)
ease Payment: $
Irvine, CA 92614 'd)
Billing Period: ?Monthly MQuarterly ? Semi-Annually LJAnnually (Monthly if not
checked) The following additional payments are due on the date this Lease is signed by you:
Advance Payment: $N/A (plus applicable taxes) Applied to:
I First Last
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 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 CANCELLATION, 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 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 shall 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 Term of this Lease with any license and/orother 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 the 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 similar 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 form part of the Equipment under this L ease
2. LEASE PAYMENTS. 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 time 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 or wires only You also agree cash and cash equivalents are not acceptable forms
of payment for this Lease and that you
will not 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 as Lease Payments
will include any freight, delivery, installation and other expenses we finance on your behalf at your request Lease Payments are due whether or not you receive an invoice You authorize
as to adjust the Lease Payments by not more
than 15% to reflect any reconfiguration 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 all I ease Payments and other payments for the full Term if funds are legally available In the event you are not granted an appropriation
of funds at any time during
the Terre for the Equipment or for equipment which is functionally similar to the Equipment and operating funds are not otherwise available to you to pay Lease Payments and other payments
due and to become due underthis
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 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 or expense
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 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 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, or functions taking the
place of, those performed by the
Equipment provided, however, that these restrictions shall not be applicable 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 any other Equipment or to allocate funds directly or indirectly to perform essentially the application for which 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, assessments,
taxes and charges governmentally
imposed upon Lessor'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;
(c) reimburse us for all costs and expenses
incurred in enforcing 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 owner of the Equipment We may lake 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 not 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).
Continued on Page 2
LESSOR ("We". "Us")
C3 Office Solutions, LLC
By: X (Lessee Full Legal Name)
By: X
Name: Name: Title:
Title: Date: Date: Federal Tax ID
Page 1 of 2
C3 SLG 200(c) $BO Commercial Priced 10/12
25D-30
4. PAYMENT OF TAXES. In addition to the Lease Payments under this Lease, you agree to pay all sales, use, excise, gross receipts and other taxes, charges and fees upon or with respect
to the Equipment or the
possession, ownership, use or operation, control or maintenance thereof and relating to this Lease, whether due before or after the end of the Term to the extent legally permissible.
You also agree to file all required
property tax returns and promptly pay all properly taxes which may be assessed against the Equipment during the term of this Lease and, if we ask, provide us with proof of payment. You
agree that if we are required
by the applicable taxing jurisdiction to pay such taxes, you will promptly reimburse us for such tax payment
5. LATE CHARGES. For any payment which is not received within three (3) days of Its due dale, 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 Software) 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 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 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, certifcation and standard full service
maintenance contract; and (d) give
as reasonable access to inspect the Equipment and its maintenance and other records,
7. 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 during the Term of this
Lease
8. LOSS OR DAMAGE. If any item of Equipment is lost, stolen or damaged you will, at your option and cost, either (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 "Casually Value"): (i) all past due and current Lease Payments; plus (ii) the present value of all remaining Lease Payments
for the effected item(s) of
Equipment, discounted at the rate of 6% per annum (or the lowest rate permitted by law, whichever is higher) Upon our receipt of the Casually 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-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 No such loss or damage shall relieve you of your payment obligations hereunder.
9. INSURANCE. You agree, at your cost, to: (a) keep the Equipment Insured against all asks of physical loss or damage for its full replacement value, naming us as loss payees as our
interests may appear; and (b)
maintain public liability insurance, covering personal injury and Equipment damage for not less than $300,000 per occurrence, naming us as additional insured. The policy must be Issued
by an insurance carrier
acceptable to us, must provide as 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 we elect to obtain 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 mom than the cost to obtain your own insurance and on which we may make a profit
10. DEFAULT. You will be in default under this Lease if: (a) you fail 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 (e) you default under any other agreement with us or
our assignees
11. 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; and (ii) the present value of all remaining Lease Payments, discounted at the rate of 6% per annum (or the lowest rate permitted by law, whichever is
higher); (b) declare any other
agreements between as in default; (c) require you to 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 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 as from the due date until paid at the
rate of 1-1/2% per month, but in no
event more 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 am cumulative, are in addition to any other remedies provided for by law, and may be exercised concurrently or separately Any failure or delay by
us to exercise any right shall not
operate as a waiver of any other right or future right
12. END OF TERM; RETURN OF EQUIPMENT. 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 end of the Term You shall
have no obligation to provide any end-of-term notice to us, and this Lease 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 indicate In the continental United States, with all manuals and logs, 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 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 complies with applicable laws). You will pay us 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 Equipment without our prior written consent We may, without notifying you:
(a) assign all or any portion of
this Lease or our interest in the Equipment; and (b) release information we have about you and this Lease to the manufacturer, Supplier or any prospective investor, participant or purchaser
of this Lease. If we do make
an assignment under subsection 13(a) above, our assignee 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
14 MISCELLANEOUS Notices must be in writing and will be deemed given five (S)days after mailing to your (or our) business address. You represent that: (a) you are the entity indicated
in this Lea se; (b) any
documents required to be delivered in connection with this Lease (collectively, the "Documents") have been duly authorized by you in accordance with all applicable laws, rules,
ordinances and regulations; (c) the Documents are valid, legal, binding agreements, enforceable with their terms and the person(s) signing the Documents have the authority to do so,
am acting with the full
authorization of your governing body, and hold the offices indicated below [heir 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; (e) 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 applicable law governing open meetings, public bidding and appropriations,
required in connection with this Lease
and the debt under applicable state law; (g) your obligations 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 all financial information you have provided Is true and reasonable representation of your financial condition. This Lease. (i) constitutes the entire agreement of the parties
with respect in 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
thereto and other related documents (together, the "Bid Documents") and other representations, express or implied ("Prior Understandings"), and may not be contradicted or amended by
Prior Understandings;
and (iii) 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 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, Supplier or any manufacturer
of the Equipment; and
(c) you irrevocably grant as the power to prepare, sign on your belief (if applicable), and file, electronically or otherwise Uniform Commercial Code ("UCC") financing statements and
any amendments thereto or
continuation thereof 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 unenforceable, all other terms shall remain in effect and enforceable. You authorize us to insert or correct missing information
on this 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 BY
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 and/or Supplier of the Equipment in order to enable us to reduce the cost of this Lease below what we otherwise could charge
If we received
such compensation, the reduction in the cost of this Lease is reflected in the Lease Payment.
15. TIME PRICE. You understand that the Equipment may be purchased for cash (the "Equipment Cost") or purchased pursuant to this Lease for a time Price equal to the Lease Payment times
the number of
Lease Payments, plus the Document fee, plus the Purchase Option amount, all as set forth an page 1 of this lease, and by executing this Lease you have chosen to purchase the Equipment
for that Time Price.
16. LEASE RATE FACTOR. Each Lease Payment includes a part of our investment in the Equipment Cost and a return on our investment in this lease. The total return on our investment (the
total finance charge)
is determined by multiplying the Lease Payment times the number of lease Payments, then adding the Document Fee and the Purchase Option amount (all as set forth on page 1 of this lease),
then deducting the
Equipment Cost (as determined above). The difference so determined is the return to us on our Investment (the total finance charge). The rate of the return (finance rate) may be determined
by applying to the
Equipment Cost, the rate that will amortize the Equipment Cost down to the Purchase Option amount by applying as payments, the lease Payments and the Document Fee. For purposes of that
amortization, each
Lease Payment, including the Advance Payment, will be considered received on the date It is required to be paid under this Lease, and the Document Fee will be considered received on
the date of this Lease.
17. 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 now 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
under this 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 be applied by us to the payment of amounts legally owedunderthis Lease, or refunded to you.
18. ELECTRONIC TRANSMISSION OF 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 shall 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 the chattel paper under the UCC. If you sign 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 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 at our sole discretion: (a) a document signed and transmitted
by facsimile or other electronic
transmissions shall be treated as an original 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 effect as a
counterpart thereof containing original signature; and (d) at our request, you, who executed this Lease 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 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.
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