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HomeMy WebLinkAboutContract 45231-AD2VeD Igo q #A16 Yppg8(�EC¢f��EuTA��iY 7 /�/1 7 v YO? Fgriignlll DOCUmanage SERVICES AGREEMENT C1�`1 S��'tiES pity This DOCUmanage Services Agreement ("Services Agreement") is entered into by and between DOCUmation of North Texas, Inc., ("Owner" or "DOCUmation") and the City of Fort Worth (the "Customer" or "City"), collectively the "parties," to provide services for equipment purchased by the Customer under the DOCUmanage Agreement Terms and Conditions between DOCUmation of North Texas, Inc., entered into on or about December 24, 2013, on file with the City Secretary as CSC No. 45231, as amended and supplemented by CSC No. 45231-S1, CSC No. 45231-S2, and CSC No. 45231- , (collectively the "DOCUmanage Agreement"). The parties hereby stipulate by evidence of execution below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree to the following: Contract Documents: The Agreement documents shall include: This Services Agreement Exhibit "A" — Statement of Work Exhibit "B" — Payment Schedule — Monthly costs related to payment for equipment are set forth in the DOCUmanage Agreement as Exhibit B, which is incorporated herein by reference. Monthly costs related to payment for services, new equipment, add-ons and supplies are set forth in Exhibit B4, which is attached hereto. References to Exhibit B in the Statement of Work attached to this Services Agreement are references to Exhibit B- I. Exhibit "C" — Equipment List — Set forth in the DOCUmanage Agreement as Exhibit A, which is incorporated herein by reference. Exhibit "D" — Network Access Agreement — Attached hereto and incorporated herein, separately executed between the parties on February 3, 2016. Exhibit "E" — Signature Authority Form Exhibit "F" — Applicable pricing provisions of US Communities Government Purchasing Alliance Contract No. 1400003732 incorporated herein by reference. Exhibit "G" — Equipment Fees — Termination Prior To End of Term as Exhibit C, which is incorporated herein by reference All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the Contract Documents, the terms and conditions of this Services Agreement shall control. The term "Owner" or "DOCUmation" shall include the Owner, and its officers, agents, employees, representatives, servants, contractors, subcontractors, successors and assigns. The term "Customer" or "City" shall include its officers, employees, agents, and representatives. SECTION 1. SCOPE OF SERVICES. DOCUmation hereby agrees, with good faith and due diligence, to provide the City with maintenance and support for managed print services for the System, as defined in the DOCUmanage Agreement, such services being outlined and described in the Statement of Work, which is attached hereto as Exhibit "A," and incorporated herein for all purposes, and further referred to herein as the "Services." DOCUmation will perform the Services in accordance with standards in the industry for the same or similar Services. In addition, DOCUmation shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. SECTION 2. TERM. This Agreement shall commence upon the last date executed by both parties ("Effective Date") and shall expire five years from the Effective Date ("Expiration Date"), unless terminated earlier in accordance with � Minn 4 ,_, OFFICIAL RECORD CITY �iECRETARY T. WORTH, TX Termination. SECTION 3. PAYMENT. The City shall pay DOCUmation an amount not to exceed $79,342.00 for Services in accordance with the provisions of this Services Agreement and the Payment Schedule, which is attached to the DOCUmanage Agreement as Exhibit B, and incorporated herein by reference. DOCUmation shall not perform any additional services for the City not specified by this Services Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of DOCUmation not specified by this Services Agreement unless the City first approves such expenses in writing. City agrees to pay all invoices of DOCUmation within thirty (30) days of receipt of such invoice. Interest on late payments shall not exceed one percent (1%). DOCUmation shall submit monthly invoices to the City for the rental fees for leased equipment. DOCUmation shall submit quarterly invoices to the City for copy counts over (overages) the agreed upon monthly copy counts as listed in Exhibit "A." SECTION 4. TERMINATION. 4a. Either party may terminate the Services under this Services Agreement for breach of duty, obligation, or warranty upon exhaustion of all remedies set forth in Section 8p, Dispute Resolution. Either party may also terminate this Services Agreement for convenience upon sixty (60) days written notice to the other party. In the event either party exercises termination under this Section, Customer shall have the option to purchase the equipment and software by paying the Equipment Fees in accordance with this Section, hr the event this Agreement is terminated prior to the end of the Term, the Equipment Fees set forth in Exhibit "C" Upon payment of the Equipment Fees, this Services Agreement and the DOCUmanage Agreement shall terminate, and ownership of the System, including all equipment and software, will transfer from DOCUmation to Customer. 4b. In the event no funds or insufficient funds are appropriated by Customer in any fiscal period for any payments due hereunder, Customer will notify DOCUmation of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the Customer of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. If Customer terminates this Agreement pursuant to this Section 4b, Customer shall not be liable for any Equipment Fees under Section 4a. 4c. In the event that this Agreement is terminated prior to the end of the Term, the Customer shall pay Owner for services actually rendered up to the effective date of termination and Owner shall continue to provide the Customer with services requested by the Customer and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Owner shall provide the Customer with copies of all completed or partially completed documents prepared under this Agreement. In the event Owner has received access to Customer infortation or data as a requirement to perform services hereunder, Owner shall return all Customer provided data to the Customer in a format deemed acceptable to the Customer with a letter certifying that all Customer information has been returned. Services Agreement DOCUmanage of North Tesas, Inc. Page 2 of 12 SECTION 5. LIABILITY. 5a. OWNER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF OWNER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEOUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF REVENUE, DATA OR USE, INCURED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT, STATUTORY OR OTHERWISE (ANY LEGAL THEORY), EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH llj►� /tffDE.� 5b. EXCLUDING THE NEGLIGENT ACTS) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF OWNER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES FOR LOSS OR DAMAGE TO PROPERTY OR PERSONAL INJURY INCLUDING DEATH, AND EXCLUDING A BREACH OF OWNER'S INTELLECTUAL PROPERTY RIGHTS, OR EITHER PARTY'S CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS HEREIN, A PARTY'S ENTIRE LIABILITY AND EXCLUSIVE REMEDY FOR DAMAGES FROM ANY CAUSE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, NONPERFORMANCE OR MISREPRESENTATION, AND REGARDLESS OF THE FORM OF ACTIONS, SHALL BE LIMITED TO THE TOTAL AMOUNT WHICH HAS BEEN ACTUALLY PAID TO OWNER BY CUSTOMER FOR SERVICES UNDER THIS AGREEMENT, SECTION 6. INDEMNIFICATION. 6a. OWNER HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CUSTOMER, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR ITENTIONAL MISCONDUCT OR MALFEASANCE OF OWNER, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES, 6b. (i) To the best of its knowledge, Owner warrants that the System, or any part of the System thereof, or Services furnished hereunder, do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights, in the performance of Services under this Agreement. (ii) Owner shall be liable and responsible for any and all claims made against the City for infringement of Services Agreement DOCUmanage of North Texas, Inc. Page 3 of 12 any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use A or supplying the System in the course of performance or completion of, or in any way connected with providing the Services, or the City's continued use of the System hereunder. (iii) Owner agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the System, or any part thereof, in accordance with the Services provided under this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the System. So long as Owner bears the cost and expense of payment for claims or actions against the City pursuant to this section 6, Owner shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Owner in doing so. In the event the City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Owner shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Owner timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Owner's duty to indemnify the City under this Agreement. If the System, or any part thereof, or any of the Services provided hereunder are held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Owner shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the System; or (b) modify the System to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the System; or (c) replace the System, or any infringing part of the System, with equally suitable, compatible, and functionally equivalent non -infringing item at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Owner, terminate this Agreement, and provide a credit to City for the price paid to Owner, as depreciated or amortized by an equal amount over the lifetime of the System or Service, as established by Owner or a mutually agreeable third party, subsequent to which termination City may seek any and all remedies available to City under law. OWNER'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 8C OF THIS AGREEMENT. (iv) The obligations of Owner in this Section are subject to the conditions that: (i) Owner is provided with written notification within fifteen business days of the date City receives any Infringement Claim; (ii) Subject to Section (b)(iii) herein, Owner has primary authority to conduct the defense and settlement or compromise of any Infringement Claim provided however that Owner shall coordinate such efforts with staff in the City's Law Department and Risk Management Division, and (iii) City reasonably cooperates in the defense of any Infringement Claim. In addition, Owner shall provide City with written notification within fifteen business days A the date Owner receives any Infringement Claim that involves any portion of the System or Service being used by the City or any other claim that involves or implicates the City's interests. (v) Notwithstanding the foregoing, Owner shall have no responsibility for Infi•ingement Claims to the extent Services Agreement DOCUmanage of North Texas, Inc. Page 4 of 12 arising from (i) alteration or modifications of the System and/or Service(s), (ii) the combination operation, or use of any part of the System and/or Service(s) with equipment, devices, or software not supplied by Owner, or (Ili) any use of the System and/or Services not conforming to the terms of this Agreement in connection with such System and/or Services. (vi) This Section states Owner's entire liability, and City's sole and exclusive remedy, with respect to infringement of intellectual property rights claims. The foregoing is given to City in lieu of all warranties of non - infringement with respect to the System and Services. SECTION 7. ASSIGNMENT AND SUBCONTRACTING. DOCUmation shall not assign or subcontract any of its duties, obligations or rights under this Services Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and DOCUmation under which the assignee agrees to be bound by the duties and obligations of DOCUmation under this Services Agreement. DOCUmation and Assignee shall be jointly liable for all obligations under this Services Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the DOCUmation referencing this Services Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the DOCUmation under this Services Agreement as such duties and obligations may apply. DOCUmation shall provide the City with a fully executed copy of any such subcontract upon request by the City. SECTION 8. GENERAL PROVISIONS. 8a. Ri:iht to Audit: Owner agrees that the Customer shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and electronic records of the Owner involving transactions relating to this Agreement at no additional cost to the Customer. Owner agrees that the Customer shall have access during normal working hours to all necessary Owner facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The Customer shall give Owner not less than 10 days written notice of any intended audits. Owner does not anticipate the use of subcontractors to provide Services under this Agreement. In the event Owner does engage subcontractor for Services hereunder. Owner shall secure rights for Customer to audit such subcontractor's records involving transactions related to this Agreement under the same terms and conditions set forth as applicable to Owner under this Section 8a. 8b. Indenendent Contractor: It is expressly understood and agreed that Owner shall operate as an independent contractor as to all riglrts and privileges granted herein, and not as agent, representative or employee of the Customer. Subject to and in accordance with the conditions and provisions of this Agreement, Owner shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Owner acknowledges that the doctrine of respondeat superior shall not apply as between the Customer, its officers, agents, servants and employees, and Owner, its officers, agents, employees, servants, contractors and subcontractors. Owner further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Customer and Owner. It is further understood that the Customer shall in no way be considered a Co -employer or a Joint employer of Owner or any officers, agents, servants, employees or subcontractors of Owner. Neither Owner, nor Services Agreement DOCUmanage of North Texas, Inc. Page 5 of 12 any officers, agents, servants, employees or subcontractors of Owner shall be entitled to any employment benefits from the Customer. Owner shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 8c. Insurance: Owner shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: (i) Liability Coverage: 1. Commercial General Liability a. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $2,000,000. Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. b. Defense costs shall be outside the limits of liability. 2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned, non -owned, or hired vehicles, with a combined limit of not less than $1,000,000 per occurrence. 3. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 4. Any other insurance as reasonably requested and agreed upon by both parties. (ii) General Insurance Requirements: 1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted Services. 2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 6. Certificates of Insurance evidencing that the Owner has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 8d. Non-discrimination Covenant: Owner, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Owner's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Owner, its personal representatives, assigns, subcontractors or successors in interest, Owner agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. Services Agreement DOCUmanage of North Tesas, Inc. Page 6 of 12 8e. Notices: Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO THE CITY: City of Fort Worth Attn: Susan Alanis, Assistant City Manager 1000 Throckmorton Fort Worth TX 76102 Facsimile: (817) 392-6134 TO OWNER: Name: DOCUmation of North Texas, Inc. Attn: Scott Hanson Address: 601 Westport Parkway, Suite 200 City, State, Zip 76051 Facsimile: (817) 355-9311 With Copy to the City Attorney at same address 8f. Force Maieure: The City and Owner shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 8g. Review of Counsel: The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 811. Counterparts: This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 81. Warranty of Services: Owner warrants that its Services will be of a professional quality and conform to generally prevailing industry standards. Customer must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Owner's option, Owner shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by the Customer to Owner for the nonconforming Services. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, OWNER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, Services Agreement DOCUmanage of North Tesas, Inc. Page 7 of 12 8j. Network Access: (i) City Network Access. If Owner, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Owner Personnel"), requires access to the City's computer network in order to provide the services herein, Owner shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit "D" and incorporated herein for all purposes. (ii) Federal Law Enforcement Database Access. If Owner, or any Owner Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC"), National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under this Agreement, Owner shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum in the form required by Customer. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 8k. Renortin� Requirements: For purposes of this section, the words below shall have the following meaning: Child shall mean a person under the age of 18 years of age. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input, output, processing, storage, or communication facilities that are connected or related to the device. Computer technician means an individual who, in the course and scope of employment or business, installs, repairs, or otherwise services a computer for a fee. This shall include installation of software, hardware, and maintenance services. If Owner meets the definition of Computer Technician as defined herein, and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography, Owner shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children. The report must include the name and address of the owner or person claiming a right to possession of the computer, if known, and as permitted by law. Failure by Owner to make the report required herein may result in criminal and/or civil penalties. 81. Compliance with Laws, Ordinances, Rules and Regulations: Owner agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Owner of any violation of such laws, ordinances, rules or regulations, Owner shall immediately desist from and correct the violation. Services Agreement DOCUmanage of North Tesas, hic. Page 8 of 12 Bin. Governmental Powers: It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 811. No Waiver: The failure %J the City or Owner to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Owner's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 80. Headings Not Controlling: Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 8p. Dispute Resolution: Except in the event of termination pursuant to Section 4e, if either City or Owner has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the patties fail to resolve the dispute within thirty (30) days of the date of receipt of the notice of the dispute, then the parties may, but are not requited, to submit the matter to non -binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the patties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the patties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 8q. Conflicts and Confidential Information: (i) Disclosure of Conflicts. Owner hereby warrants to the City that Owner has made full disclosure in writing of any existing or potential conflicts of interest related to Owner's Services under this Agreement. In the event that any conflicts of interest arise after the Commencement Date of this Agreement, Owner hereby agrees immediately to make full disclosure to the City in writing. (ii) Confidential Information. The Customer acknowledges that Owner may use products, materials, or methodologies proprietary to Owner. The Customer agrees that Owner's provision of Services under this Agreement shall not be grounds for the Customer to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Owner, for itself and its officers, agents and employees, successor and assigns, agrees that it shall treat all information provided to it by the City ("City Information" or "Customer Information") as confidential and shall not disclose any such information to a third party without the prior written approval of the Customer. Services Agreement DOCUmanage of North Texas, Inc. Page 9 of 12 8r. Immigration Nationality Act: The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Owner shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Owner shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I.9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Owner shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Owner shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Owner shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Owner. 8s. Signature Authority: The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Owner whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "E" and incorporated herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 8t. Severability: If any provision of this Services Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 8u. Entirety of Agreement: This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Owner, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. [SIGNATURE PAGE FOLLOWS] Services Agreement DOCUmanage of North Tesas, Inc. Page 10 of 12 ACCEPTED AND AGREED: CITY OFF T WORTH: DOCUMATION of N rth Texas, Inc. By: Sus Alanis ® 000060 Hans i stant City Manager 8� o resident & General Manager 0 00 Date: ATTESrre O000p� ST: �ooa0000 By. Mary J. Kayser Name City Secretary Title APPROVED A FORM Services Agreement DOCUmanage of North Tesas, Inc. Page 1 I of 12 ND LEGALITY: CONTRACT AUTHORIZATION: OFFICIAL RECORD! CITY SECRETARY To WORTH, Tx EXHIBITS LIST The Exhibits described below are attached hereto to this Services Agreement and/or incorporated herein by reference for all purposes. Exhibit "A" —Statement of Work Exhibit "B" —Payment Schedule —Monthly costs related to payment for equipment are set forth in the DOCUmanage Agreement as Exhibit B, which is incorporated herein by reference. Monthly costs related to payment for services, new equipment, add-ons and supplies are set forth in Exhibit B- I, which is attached hereto. References to Exhibit B in the Statement of Work attached to this Services Agreement are references to Exhibit B-1. Exhibit "C" —Equipment List (Set forth in the DOCUmanage Agreement as Exhibit A, which is incorporated herein by reference) Exhibit "D" —Network Access Agreement (Attached hereto and incorporated herein, separately executed between the parties on February 3, 2016. Exhibit "E" —Signature Authority Form Exhibit "G" —Equipment Fees —Termination Prior To End of Term as Exhibit C, which is incorporated herein by reference. Services Agreement DOCUmanage of North Texas, Inc. Page 12 of 12 EXHIBIT "A" O Business Technology Integration. Managed Print Services Statement of Work January 2016 i�P a g e DOCUmation —Managed Print Services Table of Contents Executive Overview 3 Introduction 3 Situation 3 Solution Overview 3 Impact 3 Solution 4 Print Management and Workgroup MFP Programs 4 Printers 4 Software 5 Replacement Devices 5 Parts and Supplies 5 Support and Service Level Agreements 5 Training 7 Reporting 8 Installation Schedule 8 Costs 8 Current 8 Costs — See Exhibit B 9 Potential Additional Costs as listed in Exhibit B: 9 Additional Items 10 Printer Returns 10 Quarterly Reconciliation — Desktop Printers 10 Authorization to Proceed 11 ii�P 2 g e DOCUmation —Managed Print Services Executive Overview Introduction DOCUmation of North Texas, Inc. (DOCUmation) is pleased to propose the following solution to the City of Fort Worth. This proposal summarizes the results of a thorough assessment with personnel from each of the departments to determine the number and placement of work group multi -functional printers (MFP) and Desktop printers. Situation The City of Fort Worth currently has a printer fleet encompassing over 1,500 desktop printers and/or desktop MFPs. For these devices there are over 234 models that IT Solutions is supporting. Each department is purchasing their own toner cartridges, maintenance kits, parts, etc. for each of the different models. Because there is no consistency in the type of toner cartridges or parts purchased, the cost per page varies significantly. This makes it impossible for any department to accurately budget for printing costs. The lack of standardization creates many issues other than different costs per page. The City of Fort Worth's current contract for work group MFPs is over budget, primarily due to the color overages that occur each quarter. Because there was no history to properly budget for color copies, a number of 40,000 was used. The City of Fort Worth currently averages 130,000 color pages per month. This has created a shortfall based on the current five year contract. Solution Overview After a thorough assessment of both the Print Management program and the current MFP program, we have determined the most effective solution is to extend the current MFP contract, increasing the color monthly contracted volume to 45,000 from 40,000 and reduce the overall equipment monthly rental cost by 11%. The Print Management program includes upgrading or replacing 907 devices and eliminating 713 desktop devices. As part of the program, we will also implement one software program that will substantially increase IT Solution's productivity. Impact The benefits to the City of Fort Worth include: • City of Fort Worth will no longer have to manage desktop printers saving thousands of manpower hours allowing IT to focus on our core business. • City of Fort Worth will reduce the number of desktop devices from 234 different models to eight models. Streamlining these devices will improve productivity, providing additional capabilities and the same quality for all employees. • City of Fort Worth will no longer have to buy toner cartridges or purchase replacement devices for outdated printers. Currently the City of Fort Worth has a fleet ranging from 30 years old to new. This also eliminates wastage from unused toner cartridges that are obsolete when a department purchases a new printer model. • The comprehensive program also includes one software program that will provide reporting that will track usage by department and by individual user. This will allow each 3�P a y e DOCUmation —Managed Print Services department to adequately budget for producing documents. Our software solution also eliminates manual tracking and charging back to each department which currently takes many hours each month to produce our current report. Solution Print Management and Worl<�roup MFP Programs The proposed solution includes: • Two Hundred Fifty Two (252) Worl<group MFP's • Ninety Seven (97) Ricoh MP 301SPF (31 ppm BW Desktop MFP's) • One (1) Ricoh MPC 305SPF (31 ppm Color Desktop MFP's) • One Hundred Sixty Nine (169) Ricoh MPC 306SPF (31 ppm Color Desktop MFP's) • Twenty Two (22) Ricoh MPC 401SP (42 ppm Color MFP) • One (1) Ricoh MPC 401SR (42 ppm color MFP) • Three Hundred Fifty Nine (359) Kyocera Blacl< &White Printer (52 ppm) • Two Hundred Thirty Two (232) Ricoh SP C440DN Color Desktop Printers (42 ppm) • Twenty Four (24) Ricoh SPC 830DN (Ricoh Color Printer (11x17) 45 ppm) • Two (2) Ricoh Rosetta Printers (MICR Check Printers) • Four Hundred Fifty (450) Card Readers • Includes PaperCutMF Software with 5 year maintenance and support for 6,750 users • DOCUmation is recommending to eliminate 713 desktop printers while upgrading 910 devices • Replace 234 different models with eight different models Printers Desktop Devices —includes all equipment, parts, labor and supplies including toner for 600,000 black & white impressions per month at $0.0095 per impression and 160,000 color impressions per month at $0.085 per impression. Overages will be billed quarterly at $0.0095 for black & white impressions and $.085 for color impressions and includes all parts, labor and supplies. Workgroup Devices ludes all equipment, parts, labor and supplies including toner for 840,000 black &white impressions per month at $0.006 per impression and 45,000 color &MICR impressions per month at $0.056 per impression. Overages will be billed quarterly at $.006 for black & white impressions and $.056 for color & MICR impressions and includes all parts, labor and supplies. City of Fort Worth has the ability to reduce volume commitments up to 5% in years 2-5 of agreement. All software/firmware upgrades will be provided throughout the term of the Agreement. 4�P a y e DOCUmation —Managed Print Services Softwa re PaperCutMF software will allow tracking of print and copy by user, copy code, and fund/center. DOCUmation's proposal includes installation, implementation, training, five years maintenance and support, 450 MFP licenses, 450 card readers, and software upgrades for the term of the agreement. This also includes 6,750 network users. Replacement Devices Service Loaners Service Loaners will be provided if • apart is not available within two (2) business days, • if a department will be down for more than eight (8) hours and there is not an option to print to another device within the same work group area, or • if a device has more than five (5) service calls per month. The Service Loaner device will be as similar as possible to the one being replaced and will be stored at DOCUmation's Grapevine warehouse. Hot Spares Hot Spares will replace anon -functioning device deemed `Business Critical' within 3 business hours. These devices will be stored at the City of Fort Worth. When a Hot Spare is used to replace a `Business Critical' device it will be restocked in the storage area. The City of Fort Worth will provide a list of 'Business Critical' printers to DOCUmation for reference. Replacements Devices will be replaced with like for like or better equipment when • a device cannot be repaired to the City of Fort Worth's or to DOCUmation's satisfaction, • if a device cannot be repaired due to unavailability of parts, or • in the unlikely event, that service for any piece of equipment is no longer available. The replacements will occur at no cost to the City of Fort Worth. Parts and Supplies DOCUmation utilizes only Original Equipment Manufacturer parts and supplies to ensure the highest integrity of the product and maximum uptime for the system. Support and Service Level Agreements Workgroup or Desktop Devices When an issue arises with a device, a call should be made or an email sent to DOCUmation's Service Dispatch Department. 1-800-543-2865 or docuserviceC@mation.com SAP a g e DOCUmation —Managed Print Services The operation times for DOCUmations Service Dispatch Department is Monday through Friday, 8:00 am to 5:00 pm CST. City of Fort Worth staff will immediately talk to a live DOCUmation dispatcher if placing a service call via the 800 number. The DOCUmation dispatcher will determine if a DOCUmation Field Service Technician is required on site to address the issue or if the issue can potentially be resolved remotely with DOCUmation's Help Desk Technicians. Help Desk Technician will respond to customer within one (1) hour after call has been placed with Dispatcher and will work with customer to resolve issue. If issue cannot be resolved or Help Desk Technician is unable to talk live with customer within two hours of service call being placed, Help Desk Technician will assign issue to a Field Service Technician who will contact customer within one (1) hour to provide on -site ETA. Support and Service Level Agreements -Desktop and Workeroua Hardware Level of Issue Routine —Help Desk Technician Routine —Field Service Technician 'Business Critical' Devices —Field Service Technician Description Customer initiated service call - Remote access required for resolution Customer initiated service call - On site access required for resolution Customer initiated service call - On site access required for resolution Response Time Within (Hours) 1 Hour 1 Hour— Phone Communication urs — On site 4Ho 1 Hour— Phone Communication — 'Business Critical' 2Hours —On site Corrective Action Plan Formulated Within (Hours) 2 Hours 4 — 8 hours* 3 hours* * Field Service Technician will communicate corrective action plan in unlikely event issue is not resolved during initial service call PaperCutMF Software DOCUmation is the first line of support for the PaperCutMF software. Support hours are Monday through Friday, 8:00 am to 5:00 pm CST. In addition, a premium service contract will be in place with the US PaperCut support and distribution organization for an added level of support and availability. The PaperCut Premium Service Support contact number is 877-290-3327 and hours of support are Monday through Friday, 8:00 am to 6:00 pm and the SLAB are listed: 6�P a g e DOCUmation —Managed Prinl Services Support and Service Level Agreements—PaoerCutMFSoftware Level of Issue Description Critical Software crashes under normal use or is unusable as a whole Serious Important Software feature is unusable or Product performance is unacceptable Routine Less important Software feature is unusable or is resolvable by easy temporary End User work around, or derogation in Software performance is slight Escalation Process Response Time Within (Hour / Business Day) 2 Hours 1 Day 1 Day Corrective Action Plan Formulated Within (Business Days) 1 Day 2 Days 5 Days If a Service Technician cannot resolve a problem, the issue will be escalated to the Service Manager, Donnie Paxton. Customers can also escalate to Julie Gallagher -Gough or Allison Vul<ovich. Training DOCUmation will provide Unlimited Training and Support not only at the time of installation but anytime during the term of the Agreement including training for PaperCutMF. • Irene Dancer will be the point of contact for training. • DOCUmation will schedule training with each department unless instructed by the City of Fort Worth to do otherwise. • Training will be performed in a classroom setting. • Group meetings can also be scheduled after training to answer any questions a group may have. • Training can also be requested for a new employee, refresher training, or for special projects. These are just a few examples of when additional training may be requested. • DOCUmation's goal is to provide seamless implementation for delivery, installation and training. Our employees take a tremendous amount of pride in attention to detail, professionalism and commitment to excellence. DOCUmalion —Managed Print Services Reporting Critical Call Reports The Crcal Call Report is produced weekly and lists any device that has three or more calls in a month. When a device is listed on the report, DOCUmation's Service Manager determines if there is a reoccurring issue or why there are multiple service calls. He will map out a solution to the any issues with the device. Quarterly Reports Quarterly Reports provide the service history for the previous quarter. The reports include every service call, detail, uptimes, average response times and average monthly volumes. Once the report has been compiled, a meeting will be scheduled with IT Solutions to discuss. Quarterly Reporting will also include a "Move/Changes Report" which will provide details on all moves/changes by devices for the previous quarter. Installation Schedule A full installation schedule will be provided upon execution of the contract agreement. The schedule will include the installation of the Workgroup and Desktop printers as well as the installation of the PaperCutMF software. DOCUmation expects there will be approximately 120 devices installed each week during the installation period for an anticipated duration of eight weeks. Donnie Paxton will be the project manager for this endeavor. He can be reached at 817-819-5544 or dpaxton@mation.com.The team will consist of Donnie, two delivery drivers, and two installation technicians. Additional contacts for installation include Julie Gallagher -Gough at igallaghergough@mation.com and Alli Vukovich at avukovich@mation.com. DOCUmation will remove the 1,623 printers (713 identified for elimination and 910 that will be replaced) and dispose or recycle of as appropriate. DOCUmation will require an authorized 'Equipment Removal/Buyout Authorization' (ERBA) form detailing location, model and serial numbers for all devices scheduled for disposal. COStS Current Current Monthly Costs for Desktop Printing • Includes 754,524 for B&W pages • Includes 239,061 for Color pages Current Monthly Costs for Worlgroup MFP Printing • Current Equipment costs - $23,821.00 • Contract B&W Volume (900,000 @ $.006) - $5,400.00 • Contract Color Volume (40,000 @ $.056) - $2,240000 $58,366.98 $38,231.47 DOCUmation —Managed Print Services • Overages for B&W Volume (215,876 @ $.006) - $11294.90 • Overages for Color Volume (97,778 @ $.056) - $5,475957 Total Current Monthly Costs for Producing Documents Costs —See Exhibit B Exhibit B includes: • Proposed Cost for New Equipment, Service &Supplies and Software • Cancellation Cost • Potential Cost for adding desktop printers or desktop MFP's and accessories • Potential Cost for Moves or Changes • Potential Cost for Short Term Rentals Proposed Cost (Listed in Exhibit B) The Proposed Cost of $79,342 fora 60 month Equipment Rental includes: $96,598.45 • All equipment cost for 1,159 devices (907 Desktop printers and 252 Worl<group MFPs) • All installation, service and support for the 1,159 devices detailed on the Equipment List Attachment • PaperCutIVIF Software and everything listed under the Software Section (Page 4) • Includes all parts, labor and supplies (excluding throughput stock) for both Desktop and Worl<group printers • Includes a credit per month of $872.00 (60 month credit of $52,320.00 trade in value for 169 current printers) Cancellation Cost (Listed in Exhibit B) Either party may terminate the service portion of this agreement for breach of duty, obligation or warranty upon exhaustion of all remedies set forth in Section 81. In the event either party exercises this termination clause, the city will have the option to purchase and take ownership of the equipment and software portion of this agreement at the time of termination. Potential Additional Costs as listed in Exhibit B: Potential additional costs could include adding a new or refurb printer or desktop MFP,adding accessories such as a cabinet or paper bank, moves and changes, or short term rentals. New and Refurb Equipment (See Exhibit B) 9iPaye DOCUmation —Managed Print Services In the event a department requests new equipment only, there will be an initial upfront cash payment to maintain the current 60 month rental pricing. Pricing for new and remanufactured equipment can be found in Exhibit B. Moves and Changes Cost (See Exhibit B) DOCUmation will provide 25 Desktop printer moves and one Worlgroup move at no cost to the City of Fort Worth for the first year after installation of the Print Management Program and will include 10 Desktop printer moves per year at no cost for years two through five. DOCUmation will coordinate moves/changes with City of Fort Worth support staff to ensure appropriate infrastructure (network, electrical, etc.) is in place. After the number of moves listed above have been met in the appropriate year, moves for Workgroup MFP's and for desktop printers will follow the schedule listed in Exhibit B. Short Term Rentals Costs (See Exhibit B) DOCUmation will provide short term rentals to the City of Fort Worth for special events lasting a period not to exceed 90 days. Pricing for Delivery & Pick Up in exhibit B includes installation, set-up and training. Pricing on the chart below is based on actual "Cost Per Page" usage. No base "Rental" will be charged for short-term rentals. Cost Per Page and Delivery & Pickup will be invoiced upon pick-up based on the rates provided in Exhibit B. Additional Items Printer Returns DOCUmation will allow the City of Fort Worth to return up to 10% of the Desktop Printer fleet without penalty based on changing output requirements at the City for year one of the agreement and Desktop Printer fleet per year for years two through five. The City of Fort Worth must authorize a DOCUmanage Agreement Supplement to acknowledge and approve removals. Quarterly Reconciliation —Desktop Printers DOCUmation will reconcile all additions and removals for desktop printers for invoicing purposed on a quarterly basis. Physical installations and removals will take place on an as needed basis. 10�P a g e DOCUmation —Managed Print Services Authorization to Proceed The use of signatures on this Proposal is to ensure agreement on service agreement objectives and the work to be performed by DOCUmation. DOCUmation's signature signifies our commitment to proceed with the project as described in this document. Please review this document thoroughly, as it will be the basis for all work performed by DOCUmation on this project. This Proposal is valid for a period of sixty (60) days from the date that this proposal is provided by DOCUmation to the City of Fort Worth unless otherwise agreed upon by both parties. Citv of Fc SignaturE Susan Alapia Assistant Citg XMIaQ" Printed Name and Title DOCUmation of Nc Signature Printed Name and 33/d 11 P a g e DOCUmation —Managed Print Services 11 P a g e DOCUmation —Managed Print Services EXHIBIT B and EXHIBIT 134 PAYMENT SCHEDULE Payment Schedule —Monthly costs related to payment for equipment are included in a 1 page document in the DOCUmanage Agreement set forth as Exhibit B, and is incorporated herein by reference. Payment Schedule —Monthly costs related to payment for services, new equipment, add-ons and supplies are set forth in Exhibit B-I, which is attached hereto and incorporated herein. References to Exhibit B in the Statement of Work attached to this Services Agreement are references to Exhibit B-1. EXHIBIT "B-1" Monthly Costs Equipment $52,482.00 • Equipment costs ($46,114.00) • Includes a Printer Trade in credit ($872.00) • Includes PaperCutMF Software $75240.00 o Includes implementation, maintenance and support o Includes 450 Scan Licenses and 450 Card Readers o Includes 6,750 User Licenses Services $26,860.00 • Includes 840,000 for B&W Workgroup impressions @ $.006 • Includes 45,000 for Color Workgroup & MICR impressions @ $.056 • Includes 600,000 for B&W Desktop impressions @ $.0095 • Includes 160,000 for Color & Desktop impressions @ $.085 Total Cost for Producing Documents $79,342.00 This total does not include the cost for overages should they occur. Overages will be calculated based on the cost per page listed above. The Cost of $79,342 fora 60 month Equipment Rental includes: • All equipment cost for 1,159 devices (907 Desktop printers and 252 Workgroup MFPs) • A11 installation, service and support for the 1,159 devices detailed on the Equipment List Attachment • PaperCutMF Software and everything listed under the Software Section (Page 4) • Includes all parts, labor and supplies (excluding throughput stock) for both Desktop and Workgroup printers • Includes a credit per month of $872.00 (60 month credit of $52,320.00 trade in value for 169 current printers) Additional Cost (optional) • New and Refurb Equipment cost for printers and desktop MFP's additions after the initial installation: New & Refurb Monthly Model Base Kyocera FS- 4200DN $ 17.00 Paper Tray $ 6.00 Cabinet $ 6.00 Ricoh SP C440DN ( $ 21.00 Paper Tray $ 6.00 Cabinet $ 3.00 Ricoh MP 301SPF $ 28.00 Paper Tray $ 4.00 Cabinet $ 3.00 Ricoh MP C305SPF* $ 38.00 Paper Tray $ 5.00 Cabinet $ 3.00 Ricoh MP C401 ( $ 45.00 Paper Tray $ 15.00 Cabinet I $ 11.00 Fax $ 3.00 Ricoh SP C830DN $ 40.00 *Refurb option not available on MP C305SPF and SP 3510 until years 2-5 of agreement • Initial Payment Requirements for New Equipment Add-Ons to Maintain Current Rental Payment (Co -Term): New Equipment Only Monthly I Base 57 mo. 54 mo. 51 mo. 48 mo. 45 mo. 42 mo. 39 mo. 36 mo. 24 mo. 12 mo. Initial Initial Initial Initial Initial Initial Initial Initial Initial Initial Model Payment Payment Payment Payment Payment Payment Payment Payment Payment Payment Kyocera FS-420013N $ 17.00 $ 94.00 $124.00 $155.00 $182,00 $ 215.00 $ 248.00 $ 292.00 $ 311.00 $ 459.00 $ 615.00 1PaperTray $ 6.00 $ 33.00 $ 44.00 $ 55.00 $ 65.00 $ 76.00 $ 88.00 $103,00 $110.00 $ 162.00 $ 217.00 Cabinet $ 6.00 $ 33.00 $ 44.00 $ 55.00 $ 65.00 $ 76.00 $ 88.00 $103.00 $110.00 $ 162.00 $ 217.00 I Ricoh SP C44ODN $ 21.00 $116.00 1 $153.00 1 $191.00 1 $ 225.00 1 $ 265.00 $ 306.00 $ 360.00 1 $ 385.00 1 $ 566.00 $ 760.00 1PaperTray $ 6.00 1 $ 33.001 $ 44.001 $ 55.001 $ 65.001 $ 76.00 $ 88.00 $1030001 $110.001 $ 162.00 $ 217.00 Cabinet 1 $ 3.00 1 $ 17.00 1 $ 22.00 1 $ 28.00 1 $ 33.001 $ 38.001 $ 44.001 $ 52.00 1 $ 55.00 1 $ 81.00 1 $ 109.00 1Ricoh MP 301SPF 1 $ 28.0011 $154.00 1 $204.00 1 $255.00 1 $ 300.00 1 $ 353.00 1 $ 408.00 1 $ 480.00 1 $ 513.00 1 $ 755.001 $1,013.00 1PaperTray 1 $ 4.0011 $ 22.001 $ 30.001 $ 37.001 $ 43.001 $ 51.001 $ 59.001 $ 69.001 $ 74.001 $ 108.001 $ 145.00 1Cabinet ( $ 3.00 it $ 17.001 $ 22,001 $ 28.001 $ 33.00 1 $ 38.001 $ 44.001 $ 52.00 1 $ 55.00 1 $ 81.001 $ 109.00 I I II I I I I I I I I I 1Ricoh MP C305SPF $ 38.0011 $209.00 1 $277.00 1 $345.00 1 $ 406.00 1 $ 479.00 1 $ 553.00 1 $ 652.00 1 $ 695.00 1 $1,025.00 1 $1,374.00 �PaperTray 1 $ 5.0011 $ 28.001 $ 37.001 $ 46.001 $ 54.001 $ 63.001 $ 73.001 $ 86.001 $ 92.001 $ 135.001 $ 181.00 1Cabinet 1 $ 3.0011 $ 17.001 $ 22.001 $ 28.001 $ 33.001 $ 38.001 $ 44.001 $ 52.001 $ 55.001 $ 81.001 $ 109.00 I I II I I I I I I I I I Ricoh MP C401 1 $ 45.0011 $248.00 1 $327.00 1 $409.00 1 $ 481.00 1 $ S67.00 1 $ 655.00 1 $ 772.00 1 $ 823.00 1 $1,213.00 1 $1,627.00 PaperBank 1 $ 15.00 11 $ 83.001 $109.00 1 $137.00 1 $161.00 1 $189.00 1 $ 219.00 1 $ 258.00 1 $ 275.00 1 $ 405.001 $ 543.00 1 Fax 1 $ 11.00 11 $ 61.001 $ 80.001 $100.00 1 $118.00 1 $139.00 1 $161000 1 $189.00 1 $ 202.00 1 $ 297.001 $ 398.00 1Cabinet 1 $ 3.0011 $ 17.001 $ 22.001 $ 28.001 $ 33.001 $ 38.001 $ 44.001 $ 52.001 $ 55.001 $ 81.001 $ 109.00 I 1 11 1 1 1 1 1 1 1 1 1 1 Ricoh SP C830DN 1 $ 40.0011 $220.00 1 $291.00 1 $363.00 1 $ 428.00 1 $ 504.00 1 $ 583.00 1 $ 686.00 1 $ 732.00 1 $1,078.00 1 $1,447.00 PaperBank 1 $ 11.0011 $ 61.001 $ 80.001 $100.00 1 $118.00 1 $139.00 1 $161.00 1 $189.00 1 $ 202.00 1 $ 297.001 $ 398.00 I I II I I I I I I I I I 1 Ricoh SP 3510 1 $ 21.0011 $116.00 1 $153.00 1 $191.00 1 $ 225.00 1 $ 265.00 1 $ 306.00 1 $ 360.00 1 $ 385.00 1 $ 566.001 $ 760.00 • Moves and Changes Cost After the cumber of moves listed in the SOW have been met in the appropriate year, moves for Workgroup MFP's and for desktop printers will follow the schedule listed below: Cost for Additional Stairs or Devices/Product Cost of initial Move Devices going to the same location Steps Workgt•oup MFP $125.00 $75.00 $5.00 each Desktop Printers/MFP $75.00 $30.00 $5.00 each • Short Term Rentals Cost Pricing for Delivery & Pick Up on the chart below includes installation, set-up and training. Pricing on the chart below is based on actual "Cost Per Page" usage. No base "Rental" will be charged for short-term rentals. Cost Per Page and Delivery & Pickup will be invoiced upon pick- up based on the rates provided below: Segment BW Desktop Color Desktop Workgroup BW Workgroup Color Description Laser BW Printer Laser Color Printer B W Ricoh MFP Color Ricoh MFP BW Cost Per Page $0.025 $0.025 $0.015 $.015 Color Cost Per Page $0.12 Total Delivery & Pick Up $150900 $150.00 $250000 $250900 Addn' 1 Devices @ same location $60.00 $60.00 $125000 $125000 EXHIBIT C EQUIPMENT LIST Equipment List — The Equipment List is a 38 page document set it in the DOCUmanage Agreement as Exhibit A, and is incorporated herein by reference.