HomeMy WebLinkAboutAgreement A-24-048 with California Business Machines Inc..pdf Agreement No. 24-048
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated January 23, 2024 and is between
3 California Business Machines, Inc., a California corporation, ("Contractor"), and the County of
4 Fresno, a political subdivision of the State of California ("County").
5 Recitals
6 A. The County has a need to purchase copiers and obtain maintenance services for those
7 copiers and copiers currently in use by the County.
8 B. The County desires to engage the Contractor to purchase copiers and obtain
9 +maintenance services for those new copiers as well as copiers currently being used by the
10 County, pursuant to the terms and conditions of this Agreement.
11 C. The County previously entered into a potential five-year Agreement, No. 19-011
12 ("Original" Agreement") with Contractor, for a total maximum compensation payable of
13 $4,000,000, effective January 8, 2019, which is set to expire on January 7, 2024.
14 D. The County desires to continue utilizing the Contractor to purchase new copiers, and to
15 obtain maintenance services for those new copiers and copiers currently in use by the County.
16 The parties therefore agree as follows:
17 Article 1
18 Contractor's Services
19 1.1 Scope of Services. The Contractor shall perform all the services provided in Exhibit
20 A to this Agreement, titled "Scope of Services."
21 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
22 able to perform all of the services provided in this Agreement.
23 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
24 applicable federal, state, and local laws and regulations in the performance of its obligations
25 under this Agreement, including but not limited to workers compensation, labor, and
26 confidentiality laws and regulations.
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1 Article 2
2 County's Responsibilities
3 2.1 The County shall provide a County representative to represent the County, who will
4 work with the Contractor to carry out Contractor's obligation under this Agreement. The County
5 Representative will be the County's Purchasing Manager, and/or their designees.
6 2.2 The County shall perform all of the County's responsibilities set forth in Exhibit A.
7 Article 3
8 Compensation, Invoices, and Payments
9 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
10 the performance of its services under this Agreement as described in this section Exhibit B to
11 this Agreement, titled "Compensation."
12 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
13 for the initial three-year term of the Agreement is $4,000,000.00. Upon utilization of the first one-
14 year extension option, if any, this maximum shall increase to $5,000,000.00. Upon utilization of
15 the final one-year extension option, if any, this maximum shall increase to $6,000,000.00. The
16 total maximum compensation payable under this Agreement is $6,000,000.00 for the entire
17 potential five-year term, as set forth in Exhibit B. In the event that the total compensation
18 amount for each term year is not fully expended, the remaining unspent funding amounts shall
19 roll over into each subsequent year's established compensation. The Contractor acknowledges
20 that the County is a local government entity, and does so with notice that the County's powers
21 are limited by the California Constitution and by State law, and with notice that the Contractor
22 may receive compensation under this Agreement only for services performed according to the
23 terms of this Agreement and while this Agreement is in effect, and subject to the maximum
24 amount payable under this section. The Contractor further acknowledges that County
25 employees have no authority to pay the Contractor except as expressly provided in this
26 Agreement.
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1 3.3 Invoices. The Contractor shall submit monthly itemized invoices referencing the
2 provided agreement number to the requesting department at the address or email of their
3 choosing. Information will be obtained when placing the order. The Contractor shall submit each
4 invoice within 60 days after the month in which the Contractor performs services and in any
5 case within 60 days after the end of the term or termination of this Agreement.
6 3.4 Payment. The County shall pay each correctly completed and timely submitted
7 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
8 address specified in the invoice.
9 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
10 expenses that are not specified as payable by the County under this Agreement.
11 Article 4
12 Term of Agreement
13 4.1 Term. This Agreement is retroactive to January 8, 2024 and terminates on January
14 7, 2027, except as provided in section 4.2, "Extension," or Article 6, "Termination and
15 Suspension," below.
16 4.2 Extension. The term of this Agreement may be extended for no more than two, one-
17 year periods only upon written approval of both parties at least 30 days before the first day of
18 the next one-year extension period. The Director of Internal Services/Chief Information Officer
19 or his or her designee is authorized to sign the written approval on behalf of the County based
20 on the Contractor's satisfactory performance. The extension of this Agreement by the County is
21 not a waiver or compromise of any default or breach of this Agreement by the Contractor
22 existing at the time of the extension whether or not known to the County.
23 Article 5
24 Notices
25 5.1 Contact Information. The persons and their addresses having authority to give and
26 receive notices provided for or permitted under this Agreement include the following:
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For the County:
2 Director of Internal Services/Chief Information Officer
County of Fresno
3 333 W. Pontiac Way
Clovis, CA 93612
4 isdcontracts(a)fresnocountyca.gov
For the Contractor:
5 President/Secretary
Teri Brymer
6 4260 N. Fresno St.
Fresno, CA 93726
7 terib@cbmsolution.com
8 5.2 Change of Contact Information. Either party may change the information in section
9 5.1 by giving notice as provided in section 5.3.
10 5.3 Method of Delivery. Each notice between the County and the Contractor provided
11 for or permitted under this Agreement must be in writing, state that it is a notice provided under
12 this Agreement, and be delivered either by personal service, by first-class United States mail, by
13 an overnight commercial courier service, or by Portable Document Format (PDF) document
14 attached to an email.
15 (A) A notice delivered by personal service is effective upon service to the recipient.
16 (B) A notice delivered by first-class United States mail is effective three County
17 business days after deposit in the United States mail, postage prepaid, addressed to the
18 recipient.
19 (C)A notice delivered by an overnight commercial courier service is effective one
20 County business day after deposit with the overnight commercial courier service,
21 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
22 the recipient.
23 (D)A notice delivered by PDF document attached to an email is effective when
24 transmission to the recipient is completed (but, if such transmission is completed outside
25 of County business hours, then such delivery is deemed to be effective at the next
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1 beginning of a County business day), provided that the sender maintains a machine
2 record of the completed transmission.
3 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
4 nothing in this Agreement establishes, waives, or modifies any claims presentation
5 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
6 of Title 1 of the Government Code, beginning with section 810).
7 Article 6
8 Termination and Suspension
9 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
10 contingent on the approval of funds by the appropriating government agency. If sufficient funds
11 are not allocated, then the County, upon at least 30 days' advance written notice to the
12 Contractor, may:
13 (A) Modify the services provided by the Contractor under this Agreement; or
14 (B) Terminate this Agreement.
15 6.2 Termination for Breach.
16 (A) Upon determining that a breach (as defined in paragraph (C) below) has
17 occurred, the County may give written notice of the breach to the Contractor. The written
18 notice may suspend performance under this Agreement, and must provide at least 30
19 days for the Contractor to cure the breach.
20 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
21 time stated in the written notice, the County may terminate this Agreement immediately.
22 (C) For purposes of this section, a breach occurs when, in the determination of the
23 County, the Contractor has:
24 (1) Obtained or used funds illegally or improperly;
25 (2) Failed to comply with any part of this Agreement;
26 (3) Submitted a substantially incorrect or incomplete report to the County; or
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1 (4) Improperly performed any of its obligations under this Agreement.
2 6.3 Termination without Cause. In circumstances other than those set forth above, the
3 County may terminate this Agreement by giving at least 30 days advance written notice to the
4 Contractor.
5 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
6 under this Article 6 is without penalty to or further obligation of the County.
7 6.5 County's Rights upon Termination. Upon termination for breach under this Article
8 6, the County may demand repayment by the Contractor of any monies disbursed to the
9 Contractor under this Agreement that, in the County's sole judgment, were not expended in
10 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
11 demand. This section survives the termination of this Agreement.
12 Article 7
13 Independent Contractor
14 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
15 agents, employees, and volunteers, is at all times acting and performing as an independent
16 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
17 venturer, partner, or associate of the County.
18 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
19 manner or method of the Contractor's performance under this Agreement, but the County may
20 verify that the Contractor is performing according to the terms of this Agreement.
21 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
22 right to employment rights or benefits available to County employees. The Contractor is solely
23 responsible for providing to its own employees all employee benefits required by law. The
24 Contractor shall save the County harmless from all matters relating to the payment of the
25 Contractor's employees, including compliance with Social Security withholding and all related
26 regulations.
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1 7.4 Services to Others. The parties acknowledge that, during the term of this
2 Agreement, the Contractor may provide services to others unrelated to the County.
3 Article 8
4 Indemnity and Defense
5 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
6 County (including its officers, agents, employees, and volunteers) against all claims, demands,
7 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
8 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
9 the performance or failure to perform by the Contractor (or any of its officers, agents,
10 subcontractors, or employees) under this Agreement. The County may conduct or participate in
11 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
12 defend the County.
13 8.2 Survival. This Article 8 survives the termination of this Agreement.
14 Article 9
15 Insurance
16 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
17 Agreement.
18 Article 10
19 Inspections, Audits, and Public Records
20 10.1 Inspection of Documents. The Contractor shall make available to the County, and
21 the County may examine at any time during business hours and as often as the County deems
22 necessary, all of the Contractor's records and data with respect to the matters covered by this
23 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
24 request by the County, permit the County to audit and inspect all of such records and data to
25 ensure the Contractor's compliance with the terms of this Agreement.
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1 10.2 State Audit Requirements. If the compensation to be paid by the County under this
2 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
3 California State Auditor, as provided in Government Code section 8546.7, for a period of three
4 years after final payment under this Agreement. This section survives the termination of this
5 Agreement.
6 10.3 Public Records. The County is not limited in any manner with respect to its public
7 disclosure of this Agreement or any record or data that the Contractor may provide to the
8 County. The County's public disclosure of this Agreement or any record or data that the
9 Contractor may provide to the County may include but is not limited to the following:
10 (A) The County may voluntarily, or upon request by any member of the public or
11 governmental agency, disclose this Agreement to the public or such governmental
12 agency.
13 (B) The County may voluntarily, or upon request by any member of the public or
14 governmental agency, disclose to the public or such governmental agency any record or
15 data that the Contractor may provide to the County, unless such disclosure is prohibited
16 by court order.
17 (C)This Agreement, and any record or data that the Contractor may provide to the
18 County, is subject to public disclosure under the Ralph M. Brown Act (California
19 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
20 (D)This Agreement, and any record or data that the Contractor may provide to the
21 County, is subject to public disclosure as a public record under the California Public
22 Records Act (California Government Code, Title 1, Division 10, Chapter 3, beginning
23 with section 7920.200) ("CPRA").
24 (E) This Agreement, and any record or data that the Contractor may provide to the
25 County, is subject to public disclosure as information concerning the conduct of the
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1 people's business of the State of California under California Constitution, Article 1,
2 section 3, subdivision (b).
3 (F) Any marking of confidentiality or restricted access upon or otherwise made with
4 respect to any record or data that the Contractor may provide to the County shall be
5 disregarded and have no effect on the County's right or duty to disclose to the public or
6 governmental agency any such record or data.
7 10.4 Public Records Act Requests. If the County receives a written or oral request
8 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
9 and which the County has a right, under any provision of this Agreement or applicable law, to
10 possess or control, then the County may demand, in writing, that the Contractor deliver to the
11 County, for purposes of public disclosure, the requested records that may be in the possession
12 or control of the Contractor. Within five business days after the County's demand, the
13 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
14 possession or control, together with a written statement that the Contractor, after conducting a
15 diligent search, has produced all requested records that are in the Contractor's possession or
16 control, or (b) provide to the County a written statement that the Contractor, after conducting a
17 diligent search, does not possess or control any of the requested records. The Contractor shall
18 cooperate with the County with respect to any County demand for such records. If the
19 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
20 CPRA or other applicable law, it must deliver the record or data to the County and assert the
21 exemption by citation to specific legal authority within the written statement that it provides to
22 the County under this section. The Contractor's assertion of any exemption from disclosure is
23 not binding on the County, but the County will give at least 10 days' advance written notice to
24 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
25 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
26 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
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1 failure to produce any such records, or failure to cooperate with the County with respect to any
2 County demand for any such records.
3 Article 11
4 Disclosure of Self-Dealing Transactions
5 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
6 or changes its status to operate as a corporation.
7 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
8 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
9 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
10 the County before commencing the transaction or immediately after.
11 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
12 a party and in which one or more of its directors, as an individual, has a material financial
13 interest.
14 Article 12
15 General Terms
16 12.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
17 Agreement may not be modified, and no waiver is effective, except by written agreement signed
18 by both parties. The Contractor acknowledges that County employees have no authority to
19 modify this Agreement except as expressly provided in this Agreement.
20 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
21 under this Agreement without the prior written consent of the other party.
22 12.3 Governing Law. The laws of the State of California govern all matters arising from
23 or related to this Agreement.
24 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
25 County, California. The Contractor consents to California jurisdiction for actions arising from or
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1 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
2 brought and maintained in Fresno County.
3 12.5 Construction. The final form of this Agreement is the result of the parties' combined
4 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
5 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
6 against either party.
7 12.6 Days. Unless otherwise specified, "days" means calendar days.
8 12.7 Headings. The headings and section titles in this Agreement are for convenience
9 only and are not part of this Agreement.
10 12.8 Severability. If anything in this Agreement is found by a court of competent
11 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
12 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
13 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
14 intent.
15 12.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
16 not unlawfully discriminate against any employee or applicant for employment, or recipient of
17 services, because of race, religious creed, color, national origin, ancestry, physical disability,
18 mental disability, medical condition, genetic information, marital status, sex, gender, gender
19 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
20 all applicable State of California and federal statutes and regulation.
21 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
22 of the Contractor under this Agreement on any one or more occasions is not a waiver of
23 performance of any continuing or other obligation of the Contractor and does not prohibit
24 enforcement by the County of any obligation on any other occasion.
25 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
26 between the Contractor and the County with respect to the subject matter of this Agreement,
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1 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
2 publications, and understandings of any nature unless those things are expressly included in
3 this Agreement. If there is any inconsistency between the terms of this Agreement without its
4 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
5 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
6 exhibits.
7 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
8 create any rights or obligations for any person or entity except for the parties.
9 12.13 Authorized Signature. The Contractor represents and warrants to the County that:
10 (A) The Contractor is duly authorized and empowered to sign and perform its
11 obligations under this Agreement.
12 (B) The individual signing this Agreement on behalf of the Contractor is duly
13 authorized to do so and his or her signature on this Agreement legally binds the
14 Contractor to the terms of this Agreement.
15 12.14 Electronic Signatures. The parties agree that this Agreement may be executed by
16 electronic signature as provided in this section.
17 (A) An "electronic signature" means any symbol or process intended by an individual
18 signing this Agreement to represent their signature, including but not limited to (1) a
19 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
20 electronically scanned and transmitted (for example by PDF document) version of an
21 original handwritten signature.
22 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
23 equivalent to a valid original handwritten signature of the person signing this Agreement
24 for all purposes, including but not limited to evidentiary proof in any administrative or
25 judicial proceeding, and (2) has the same force and effect as the valid original
26 handwritten signature of that person.
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1 (C)The provisions of this section satisfy the requirements of Civil Code section
2 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
3 Part 2, Title 2.5, beginning with section 1633.1).
4 (D) Each party using a digital signature represents that it has undertaken and
5 satisfied the requirements of Government Code section 16.5, subdivision (a),
6 paragraphs (1) through (5), and agrees that each other party may rely upon that
7 representation.
8 (E) This Agreement is not conditioned upon the parties conducting the transactions
9 under it by electronic means and either party may sign this Agreement with an original
10 handwritten signature.
11 12.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
12 original, and all of which together constitute this Agreement.
13 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
CALIFORNIA BUSINESS MACHINES, INC. COUNTY OF FRESNO
3
Teri Brymer, resident/Secretary Nathan Magsig, Chairman of the Board of
5 Supervisors of the County of Fresno
4260 N Fresno Street
6 Fresno, CA 93726 Attest:
Bernice E. Seidel
7 Clerk of the Board of Supervisors
County of Fresno, State of California
8
9 By:
Deputy
10 For accounting use only:
11 Org No.: Various
Account No.: Various
12 Fund No.: Various
Subclass No.: Various
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Exhibit A
1 Scope of Services
2 I. Purchase of Copiers and Services
3 The Contractor shall provide all-copiers and copier-related services in accordance with the
4 specified, requirement, term, conditions set forth in this agreement.
5 1. Participating Departments
6 All County departments are authorized to participate in this Agreement.
7 a. The Contractor will provide the County Quarterly Reports with the
8 following information:
9 i. Total quantity of copiers owned by the County;
10 ii. Total quantity of copiers rented by the County;
11 iii. County locations housing the copiers;
12 iv. Total quantity of copiers purchased.
13 Quarterly reports will be emailed to: CountyPurchasing@FresnoCountyca.Gov
14 2. New Orders for Purchase
15 The County departments shall place orders for new copiers directly with Contractor on an as-
16 needed basis, using a requisition number. All copiers to be purchased from Contractor shall be
17 Energy Star-compliant per the State of California. All copiers and accessories related to such
18 copiers as listed in Exhibit B ("accessories") shall comply with the applicable State and Federal
19 Codes, Regulations and Requirements. All -copiers are to be new and unused and the latest
20 model year, and all accessories shall be designated to be compatible with the model of the
21 copiers to be purchased from the Contractor.
22 3. Copiers rented by County
23 The County currently rents 72 copiers located in various County departments ("rented copiers").
24 The rental payments are made by the County on a monthly basis. The Contractor will provide
25 the same services to the rented copiers, as those provided to the new copiers. These services
26 for each rented copier will terminate when a copier becomes unrepairable as determined by the
A-1
Exhibit A
1 Contractor technician, outdated, or at a time the County decides to no longer rent a copier after
2 the original 60-month term of the rental. The Contractor shall provide the County with 30 days'
3 written notice to the County's Director of Internal Services/Chief Information Officer it services to
4 a rented copier will terminate, and that reason for the termination. The County shall provide the
5 Contractor with a 30 days' notice to their President/Secretary if it no longer wishes to rent a
6 copier, and the stated reason for same.
7 Il. Product Changes
8 Copiers and their corresponding options, accessories, parts, maintenance, and requirements
9 change periodically, and also periodically become obsolete and unavailable. When removing a
10 discontinued model or adding a new model equivalent to the product(s) specified in the
11 Contractor's Master Price List, Contractor shall provide the County with 30 days' written notice
12 to the County's Director of Internal Services/Chief Information Officer or his/her designee.
13 III. Training
14 The Contractor shall provide training regarding new copiers to County's staff, as
15 necessary, at no charge to the County. Training shall be conducted within the County's normal
16 business hours, 8:00 a.m. to 5:00 p.m., Monday through Friday, excluding County holidays.
17 IV. Customer Support Services
18 The Contractor shall- provide on-going telephone support regarding the use of the
19 copiers to County users of the copiers during the life of each copier. The Contractor shall
20 provide contact person(s) name(s) and telephone number(s)for the telephone support, sales
21 support, service support and field service technicians. These contact person(s) will be
22 technically-trained employees of Contractor and also trained in Customer Service and Customer
23 Relations.
24 V. Maintenance and Repairs
25 The Contractor will be required to perform monthly inspections, to include cleaning
26 services and meter readings. Copiers in service for at least seven (7) years from date of
A-2
Exhibit A
1 machine manufacturer may be eligible for removal from maintenance services, provided the
2 copier has operated at the recommended average number of copies per month. The Contractor
3 must provide manufacturer notices to County regarding the discontinuation of the production of
4 any copier model furnished to County pursuant to this Agreement. Said written notice shall be
5 provided to the County promptly, but not more than (ten) 10 business days, upon the
6 Contractor's receipt of said manufacturer's notice.
7 Maintenance coverage offered pursuant to this Agreement will be a full-service
8 maintenance contract including all toner, developer, fuser oil, drums, repair parts, staples, labor
9 and preventative maintenance service. The only supply item not included is paper. If during a
10 repair call it is determined that a copier cannot be repaired within 48 hours of the repair call, a
11 new or used loaner copier of like size and features shall be supplied to County at no cost, other
12 than the per-copy charge in effect at the time.
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A-3
Exhibit B
1 Compensation
2 The Contractor will be compensated for performance of its services under this
3 Agreement as provided in this Exhibit B. The Contractor is not entitled to any compensation
4 except as expressly provided in this Exhibit B.
5 Purchase and Services
6 YEAR TERM COST
7 Year 1-Year 3 0 1/08/2024-01/07/2027 $4,000,000.00
8 Year 4 01/08/2027-12/31/2028 $1,000,000.00
9 Year 5 01/08/2028-12/31/2029 $1,000,000.00
10 TOTAL $6,000,000.00
11
12 In no event shall copiers, services, or maintenance performed under this Agreement is
13 paid up to $6,000,000.00 and compensation to Contractor is only paid for as-needed purchasing
14 of new copiers and services as requested by the County, for the total five-year possible term of
15 the Agreement. Prices shall be fixed for the initial year. The ISD Director/CIO or his designee
16 has the authority to approve price increases up to a maximum of ten percent per utilized term.
17 Any planned price increase must be approved by the County within 30 days before the increase
18 goes into effect, not to exceed ten percent.
19 Taxes, Shipping/Handling and Special Fees
20 A. Taxes—The County shall pay tax on tangible goods at 100% of the current tax rate.
21 Hardware support are not taxable. The Contractor agrees to bear all risks of loss, injury or
22 destruction to -copiers - ordered which may occur prior to delivery, and such loss, injury or
23 destruction shall not release the Contractor from any obligation hereunder.
24 B. Shipping/Handling —Any shipping/handling costs assessed shall be included in the
25 cost quotation to departments when placing an order for a new copier or copiers order. On rare
26 occasions, it may be necessary for the Contractor to indicate additional shipping and handling
B-1
Exhibit B
1 charges just prior to delivery. In such instances, an estimated shipping/handling charge must be
2 included and identified on the quotation. No shipping and/or handling charges appearing on an
3 invoice will be accepted or allowed by the County if not included as a separate line item on the
4 invoice.
5 C. Response time to a request for service shall be no more than four (4) hours. The
6 Contractor's failure to respond within said timeframe will cause the County to take a service
7 credit and withhold that amount from invoices owed to the Contractor. The service credit shall
8 be $25.00 per hour for each hour after the fourth (4t") hour.
9 D. Product Warranty and Maintenance - Product warranty will be as provided by the
10 original equipment manufacturer, plus any additional warranty or maintenance that may be
11 offered by the Contractor as a standard business practice or requested as part of the original
12 purchase. Non-warranty product maintenance will be provided at the current time and materials
13 or maintenance package rates. After the 7-year, maintenance rates increase for Black and
14 White TA 50041 i from $0.0055 to $0.0149 with minimum base at $46.00 per month which
15 includes 3,087 copies and overages at $0.0149 per page. Color TA 5054ci from $0.0089 for
16 Black and White to $0.0149 with minimum base at $23.00 per month and $0.055 for Color to
17 $0.12 with minimum base at $23.00 per month as provided in this Exhibit B.
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B-2
Exhibit B
1 California Business Machine Pricing
2 FRESNO COUNTY JANUARY 2024 CONTRACT PRICING KYOCERA PRINTERS/MFPS
3 JAN CBM MINIMUM
Model Description 2024 CBM CPP COLOR MA
CBM BW/COLOR BASE
4 PRICES
A3 TASKALFA COLOR MFPS UP TO 12 X 18
5 FTA2554,i 215 PPM COLOR MFP 2,750.00 .0089/.055 15/15
6 TA 3554ci 35 PPM COLOR MFP 3,450.00 15/15
TA 4054ci 40 PPM COLOR MFP 4,206.00 15/15
7 TA 5054ci 50 PPM COLOR MFP 4,990.00 15/15
TA 6054ci 60 PPM COLOR MFP 6,206.00 15/15
8 1110mr-_ i W I I -
A3 TASKALFA B/W MFPS UP TO 12 X 18
9
10 TA 4004i 40 PPM B&W MFP 2,680.00 $0.0055
TA 5004i 50 PPM B&W MFP 3,120.00 $0.0055
11 TA 6004i 60 PPM B&W MFP 3,741.00 $0.0055
12
ACCESSORIES/OPTIONS FOR ALL TASKALFA MODELS BIW&COLOR
13
DP 7150 140 Sheet Reversing Automatic Document Processor 679.00
14 DP-7160 320 Sheet Dual Scan Document Processor with Multi-Feed 1,045.00
Sensor
15 DP-7170 320 Sheet Dual Scan Document Processor with Multi-Feed+ 1,293.00
Staple Detection
16 DF-7100(Inner) 500 Sheet Internal Finisher 738.00
DF-7120(1000) 1,000 Sheet Finisher 812.00
17 DF 7140(4,000) 4,000 Sheet Finisher 1,317.00
PH-7100 Punch Unit for DF-7100 355.00
18 PH-7A Punch Unit for DF-7120/7110 355.00
MT-730(B) 7 Bin Mailbox for DF-7110 360.00
19 BF-730 Booklet and Tri Folding Unit for DF-7110 790.00
20 AK-7110 Attachment kit for DF-7120/DF-7140 140.00
JS-7100 Job Separator 109.00
21 PF-7140(500 x 2) Dual 500 Sheet Paper Trays 679.00
PF-7150 (1,500 x 2) Dual 1,500 Sheet Paper Trays 729.00
22 PF-7120(3000 side) 3,000 Sheet Side Large Capacity Tray-Letter 749.00
23 FAX System 12 Fax Board 610.00
Scan extension kit(A)AC Searchable PDF Kit 467.00
24 Stand Copier Cabinet Stand 185.00
Keyboard Holder 10 Keyboard Tray Kit 100.00
25 NK-7110(10 -) Numeric Keypad 110.00
26
B-3
Exhibit B
1 Printing System 17 EFI fiery Controller 4,500.00
for TASKalfa 4054ci,5054ci,6054ci
2 Printing System Interface Interface Kit for Printing System 17, 750.00
Kit 17 Includes mounting Kit and circuit board
3 Card Authentication Kit Includes Card Reader and Software 350.00
MyQ Print Mgmt S/W MyQ Print Management Software includes Follow Me Printing 380.00
4 DMConnect w/OCR DMConnect w/OCR 1,219.00
5
6 Am"A4 LOW VOLUME BIW MFP DESKTOP
M
42 ppm A4 Monochrome 4inl MFP
7 ECOSYS M2640idw Copy,Print,Fax,Color scan&HyPAS** 807.00 $0.0149
With STD Wireless capability
8 PF 1100 250 Sheet Paper Drawer(Maximum 2 units) 75.00
Stand Stand for M2640idw/M2540dw/M2040dn/M2635dw 185.00
9 SDHC Card-16G SD Card Memory for Storage 16GB 39.00
SDHC Card-32G SD Card Memory for Storage 32GB 94.00
10 UG-33 ThinPrint Expand Kit 163.00
11 Card Authentication Kit Includes Card Reader and Software 350.00
MyQ Print Mgmt S/W MyQ Print Management Software includes Follow Me Printer 380.00
12 DMConnect w/OCR DMConnect w/OCR 1,219.00
13 A4 HIGH VOLUME BM MFP DESKTOP31rL
14 ECOSYS MA4500ifx 47ppm A4 Monochrome MFP 4 in 1 model(Copy,Print,Fax, 1,335.00 $0.0069
Color Scan
15 ECOSYS MA5500ifx 57ppm A4 Monochrome MFP 1,608.00 $0.0050
4 in 1 model(Copy,Print,Fax,Color Scan
16 ECOSYS MA6000ifx 62ppm A4 Monochrome MFP 2,430.00 $0.0045
4 in 1 model(Copy,Print,Fax,Color Scan
PF-3110 500 sheets optional paper feed cassette 215.00
17 UG-33 ThinPrint Expand Kit 163.00
18 Card Authentication Kit Includes Card Reader and Software 350.00
MyQ Print Mgmt S/W MyQ Print Management Software includes Follow Me Printing 380.00
19 DMConnect w/OCR DMConnect w/OCR 1,219.00
20 A4 COLOR MFP DESKTOP
21
ECOSYS M6635cidn 37 ppm Color MFP 1,650.00 $0.0171$0.07 15/15
22 4 in 1 H PAS model
PF-5100 500 Sheet Paper Drawer,Multi Purpose Paper Feeder 250.00
23 MS-5100 Manual Stapler 282.00
SDHC Card-16G SD Card Memory for Storage 16GB 39.00
24 SDHC Card-32G SD Card Memory for Storage 32GB 94.00
UG-33 ThinPrint Expand Kit 163.00
25 Card Authentication Kit Includes Card Reader and Software 350.00
MyQ Print Manager MyQ Print Management Software includes Follow Me Printing 380.00
26 Software
B-4
Exhibit B
1 DMConnect w/OCR DMConnect w/OCR 1,219.00
2 TA COLOR LTRILGL FLOOR MODEL WITH FINISHING&PAPER OPTIONS
3
TASKalfa 308ci 32/32 PPM A4 Color MFP 1,410.00 $0.0089/0.07 15/15
4 With standard Document Processor
TASKalfa 508ci 52/52 PPM A4 Color MFP 2,604.00 $0.089/0.065 15/15
5 PF-5120 500 sheet 500 Sheet Paper Tray 240.00
PF-5130 500 x 2 sheet 500 Sheet x 2 Paper Tray 679.00
6 PF-5140 2000 sheet 2,000 Sheet Paper Tray 729.00
FAX system 11 for Prius32 Fax kit for 307ci 160.00
7 DF-5100(Inner DF) 300 Sheet Internal Finisher 517.00
8 DF-5110(1000DF) 1,000 Sheet Finisher for 406ci/356ci 812.00
DF5120(3000DF) 3,200 Sheet Finisher for 406ci/356ci 1,317.00
9 MT-5100(Mailbox) 5 Bin Mailbox 527.00
DP-5100(RADP) Document Processor(RADF Type)for 406/356ci 750.00
10 DP-5120(DSDP) 100 Sheet DSDP for 508 950.00
DP-5130(DSDP) 270 Sheet DSDP for 508 1,390.00
11 PH-5100(Punch) Punch Unit for DF5110 355.00
12 JS-5100 Job Separator 110.00
AK-5100(Attachment kit) Attachment kit for MT-5100 140.00
13 DT-5100(Document tray) Original Hard Copy Holder 56.00
STAND Copier Cabinet Stand 185.00
14 Card Reader Holder 11 Card Reader Holder 49.00
15 Card Authentication Kit Includes Card Reader and Software 350.00
MyQ Print Mgmt S/W MyQ Print Management Software includes Follow Me Printing 380.00
16 DMConnect w/OCR DMConnect w/OCR 1,219.00
17 MID TO HIGH VOLUME B/W PRINTERS
18 ECOSYS PA4500x 47 ppm A4 Monochrome Printer 650.00 $0.0100
19 ECOSYS PA5000X 52 ppm A4 Monochrome Printer 736.00 $0.0075
ECOSYS PA5500X 57 ppm A4 Monochrome Printer 875.00 $0.0055
20 ECOSYS PA6000X 62 ppm A4 Monochrome Printer 1,385.00 $0.0055
Stand Stand 185.00
21 PF-3110 500 Sheets Paper Drawer(Max 4 units) 216.00
22 PF-3100 2,000 Sheets large capacity paper Drawer 648.00
PB-325 Base unit with PF-3100 234.00
23 IB-32B IEEE 1284 compliant NIC 131.00
IB-37 Wireless LAN NIC(2.4GHz/5GHz multi-band) 144.00
24 IB-51(Wireless) Wireless LAN NIC(Approx.328 ft Range) 676.00
IB-50 Gigabit Ether Net Board 508.00
25 UG-33 ThinPrint Expand Kit 163.00
26 Card Authentication Kit Includes Card Reader and Software 350.00
B-5
Exhibit B
1 MyQ Print Manager MyQ Print Management Software includes Follow Me Printing 380.00
Software
2
MID TO HIGH VOLUME COLOR PRINTERS
3
IML-
ECOSYS P6230cdn 32PPM Color Printer 728.00 $0.019/0.085 15115
4
ECOSYS P6235cdn 37PPM Color Printer 919.00 $0.017/$0.07 15/15
5
ECOSYS P7240cdn 42 PPM Color Printer 1,202.00 $0.015/0.065 15/15
6 PF-5100 500 Sheet Paper Drawer,Multi Purpose Paper Feeder 243.00
SDHC Card-16G SD Card Memory for Storage 16GB 39.00
7 SDHC Card-32G SD Card Memory for Storage 32GB 94.00
8 UG-33 ThinPrint Expand Kit 163.00
Card Authentication Kit Includes Card Reader and Software 350.00
9 MyQ Print Manager MyQ Print Management Software includes Follow Me Printing 380.00
Software
10
IF A312X18 HIGH VOLUME COLOR PRINTER&BIW PRINTER
11
ECOSYS P8060cdn 60 PPM B/W& COLOR A312X18 PRINTER 2,784.00 $0.0089/.055 15/15
12 ECOSYS P406ODN 60 PPM B/W A312X18 PRINTER 2,196.00 .0089/.055
13 DF-7120(1000) 1,000 SHEET FINISHER 812.00
DF-7110 (4,000) 4,000 SHEET FINISHER 1,317.00
14 AK-7100 ATTACHMENT KIT FOR DF-7120 OR DF-7110 140.00
BF-730 BOOKLET&TRI-FOLDING UNIT FOR DF-7110 790.00
15 MT-730(B) 7 BIN MAILBOX FOR DF-7110 530.00
PH-7A PUNCH UNIT FOR DF-7120 OR DF-7110 357.00
16 JS-7100 JOB SEPARATOR 110.00
17 PF-7100(500 x 2) DUAL 500 SHEET PAPER TRAYS 679.00
PF-7110(1500 x 2) DUAL1,500 SHEET PAPER TRAYS 729.00
18 PF-7120(3000 side) 3,000 SHEET SIDE LARGE CAPACITY TRAY-LETTER 750.00
Data Security Kit(E) HARD DRIVE ENCRYPTION/OVERWRITE KIT 395.00
19 Stand STAND 185.00
20
21
22
23
24
25
26
B-6
Exhibit C
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name, job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
C-1
Exhibit C
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a
party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 5233 (a)
(5) Authorized Signature
Signature: Date:
C-2
Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, the Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to i:i;a Ccunty Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement(a)_fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
D-1
Exhibit D
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) The professional liability insurance certificate, if it is a claims-made policy, must
also state the retroactive date of the policy, which must be prior to the date on
which services began under this Agreement.
(v) The technology professional liability insurance certificate must also state that
coverage encompasses all of the Contractor's obligations under this Agreement,
including but not limited to claims involving Cyber Risks, as that term is defined in
this Agreement.
(vi) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited
to information or data) that is in the care, custody, or control of the Contractor.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
D-2
Exhibit D
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
D-3