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Home My WebLink AboutContract 45231-AD2 MAR�pZp16 L1�o�FoRT�JOR�4` DOCUmanage SERVICES AGREEMENT 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 B-1, 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"F"—Applicable pricing provisions of US Communities Government Purchasing Alliance Contract No. 4400003732 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 accord OFFICIAL RECORD CITY EECRETARM FT.WORTH,V�U, 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. hi 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. In 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 information 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 Texas,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 CONSEQUENTIAL 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 DAMAGES. 5b. EXCLUDING THE NEGLIGENT ACT(S) 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 HEREINA 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 of 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 of 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 Infringement 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(iii) 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. Right 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. Independent Contractor: It is expressly understood and agreed that Owner shall operate as an independent contractor as to all rights 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 Texas,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 parry by United States Mail,registered, return receipt requested, addressed as follows: TO THE CITY: City of Fort Worth With Copy to the City Attorney Attn: Susan Alanis,Assistant City Manager at same address 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 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. 8h. 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. 8i. 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 Texas,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. Reporting 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 perforins 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 Texas,Inc. Page 8 of 12 8m. 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. 8n. No Waiver: The failure of 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 parties 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 required,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 parties 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 parties 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 perforin 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 Texas,Inc. Page 10 of 12 ACCEPTED AND AGREED: CITY OF F T WORTH: DOCUMATION of N rth Texas,Inc. By: Sus Alanis ® 00®0 Hans ,94 stant City Manager �`� o resident&General Manager Date: �b $ I� ATTES : ' O0.".0000000" ST: By: By: Mary J. Kayser Name A-A� City Secretary Title APPROVED A FORM D LEGALITY: CONTRACT AUTHORIZATION: M&C: C— 01? 1(o 3 60 Date Approved: 3- / - a O`6 Maleshia B. armer Form 1295 Cert.No. 2016-1352 Sr.Assistant City Attorney OFFICIAL RECORD Services Agreement CITY SECRETARY DOCUmanage of North Texas,Inc. Page 11 of 12 FT,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-1, 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" LlMAT/011 - Business Technology Integration. ■ �/� 4 Business Technology Integration. FORT WORTH Managed Print Services Statement of Work January 2016 DOCUMATIONOF NORTH 601 Westport, 11 . - . 1 - 1 jPage DOCUmalion—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 Softwa re 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 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 31P 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 Workgroup MFP Programs The proposed solution includes: • Two Hundred Fifty Two (252) Workgroup 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 Black&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—includes 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 1 P a g 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 • a part 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 a non-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 docuservice@mation.com 51 a g e DOCUmation—Managed Print Services The operation times for DOCUmation's 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 Workgroup Hardware Level of Issue Description Response Time Within Corrective Action Plan (Hours) Formulated Within (Hours) Routine—Help Desk Customer initiated 1 Hour 2 Hours Technician service call - Remote access required for resolution Routine— Field Service Customer initiated 1 Hour—Phone 4—8 hours* Technician service call -On site Communication access required for 4Hours—On site resolution 'Business Critical' Customer initiated 1 Hour—Phone 3 hours* Devices— Field Service service call -On site Communication— Technician access required for 'Business Critical' resolution 2Hours—On site * 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 1 P a g e DOCUmation—Managed Print Services Support and Service Level Agreements—PaperCutMFSoftware Level of Issue Description Response Time Within Corrective Action Plan (Hour/Business Day) Formulated Within (Business Days) Critical Software crashes under 2 Hours 1 Day normal use or is unusable as a whole Serious Important Software 1 Day 2 Days feature is unusable or Product performance is unacceptable Routine Less important 1 Day 5 Days Software feature is unusable or is resolvable by easy temporary End User work around, or derogation in Software performance is slight Escalation Process 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 Vukovich. 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. 7 1 P a g e DOCUmation—Managed Print Services Reporting Critical Call Reports The Critical 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 0gallaghergough@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 $58,366.98 • Includes 754,524 for B&W pages • Includes 239,061 for Color pages Current Monthly Costs for Workgroup MFP Printing $38,231.47 • Current Equipment costs-$23,821.00 • Contract B&W Volume (900,000 @ $.006) -$5,400.00 • Contract Color Volume (40,000 @ $.056)-$2,240.00 81P a g e DOCUmation—Managed Print Services • Overages for B&W Volume (215,876 @ $.006) -$1,294.90 • Overages for Color Volume (97,778 @ $.056) -$5,475.57 Total Current Monthly Costs for Producing Documents $96,598.45 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 for a 60 month Equipment Rental includes: • All equipment cost for 1,159 devices (907 Desktop printers and 252 Workgroup MFPs) • All 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) 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) 91P a g e 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 Workgroup 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 5% of 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. 101Page 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. City of Fort 3110 tk,:=, Signature Date susan plasia Assistant city 1ulag" Printed Name and Title DOCUmation of North Texas Inc. Signature Date Printed Name and Ti le 11 1 P a g e DOCUmation—Managed Print Services EXHIBIT B and EXHIBIT B-1 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-1, 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 $7,240.00 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 for a 60 month Equipment Rental includes: • All equipment cost for 1,159 devices(907 Desktop printers and 252 Workgroup MFPs) • All 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 Ti-ay $ 5.00 Cabinet $ 3.00 Ricoh MP C401 $ 45.00 Paper Tray $ 15.00 Cabinet $ 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 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 Initials Initial Initial Initial Model Payment Payment Payment Payment Payment Payment Payment Payment Payment Payment Kyocera FS-420ODN $ 17.00 $ 94.00 $124.00 $155.00 $182.00 $215.00 $248.00 $292.00 $311.00 $ 459.00 $ 615.00 Paper Tray $ 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 Ricoh SP C44ODN $ 21.00 $116.00 $153.00 $191.00 $225.00 $265.00 $306.00 $360.00 $385.00 $ 566.00 $ 760.00 Paper Tray $ 6.00 $ 33.00 $ 44.00 $ 55.00 $ 65.00 $ 76.00 $ 88.00 $103.00 $110.00 $ 162.00 $ 217.00 Cabinet 3.00 17.00 22.00 28.00 33.00 38.00 44.00 52.00 55.00 81.00 109.00 Ricoh MP 301SPF $ 28.00 $154.00 $204.00 $255.00 $300.00 $353.00 $408.00 $480.00 $513.00 $ 755.00 $1,013.00 Paper Tray $ 4.00 $ 22.00 $ 30.00 $ 37.00 $ 43.00 $ 51.00 $ 59.00 $ 69.00 $ 74.00 $ 108.00 $ 145.00 Cabinet $ 3.00 $ 17.00 $ 22.00 $ 28.00 $ 33.00 $ 38.00 $ 44.00 $ 52.00 $ 55.00 $ 81.00 $ 109.00 Ricoh MP C305SPF $ 38.00 $209.00 $277.00 $345.00 $406.00 $479.00 $553.00 $652.00 $695.00 $1,025.00 $1,374.00 Paper Tray $ 5.00 $ 28.00 $ 37.00 $ 46.00 $ 54.00 $ 63.00 $ 73.00 $ 86.00 $ 92.00 $ 135.00 $ 181.00 Cabinet $ 3.00 $ 17.00 $ 22.00 $ 28.00 $ 33.00 $ 38.00 $ 44.00 $ 52.00 $ 55.00 $ 81.00 $ 109.00 Ricoh MP C401 $ 45.0011 $248.00 $327.001 $409.00 $481.00 $567.00 $655.00 $772.00 $823.00 $1,213.00 $1,627.00 Paper Bank $ 15.00 $ 83.00 $109.00 $137.00 $161.00 $189.00 $219.00 $258.00 $275.00 $ 405.00 $ 543.00 Fax $ 11.00 $ 61.00 $ 80.00 $100.00 $118.00 $139.00 $161.00 $189.00 $202.001 $ 297.00 $ 398.00 Cabinet $ 3.00 $ 17.00 $ 22.00 $ 28.00 $ 33.00 $ 38.00 $ 44.00 $ 52.00 $ 55.00 $ 81.00 $ 109.00 Ricoh SP C830DN I $ 40.00 $220.00 1 $291.00 $363.001 $428.00 $504.00 $583.00 $686.00 $732.00 $1,078.00 $1,447.00 Pa er Bank $ 11.00 $ 61.00 $ 80.00 $100.00 $118.00 $139.00 $161.00 $189.00 $202.00 $ 297.00 $ 398.00 Ricoh SP 3510 $ 21.00 $116.00 $153.00 $191.00 $225.00 i $265.00 i $306.00 i $360.001 $385.001 $ 566.00 $ 760.00 • Moves and Changes Cost After the number 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 Workgroup 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: BW'Cost Color Total Addn'1 Segment Description , Cost Per . Delivery& Devices @ Per Page page Pick Up same location BW Desktop Laser BW Printer $0.025 $150.00 $60.00 Color Desktop Laser Color Printer $0.025 $0.12 $150.00 $60.00 Workgroup BW BW Ricoh MFP $0.015 $250.00 $125.00 Workgroup Color Color Ricoh MFP $.015 $.09 $250.00 $125.00 EXHIBIT C EQUIPMENT LIST Equipment List—The Equipment List is a 38 page document set forth in the DOCUmanage Agreement as Exhibit A,and is incorporated herein by reference. - CITY SECRETARY_ Wkqmcr w, NETWORK ACCESS AGREEMENT This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation with its principal location at 1000 Throckmorton Street, Fort Worth, Texas 76102, organized under the laws of the State of Texas and situated in portions of Tarrant, Denton and V:.ise Counties, Texas, and DOCUmation of North Texas, Inc with its principal location at 601 Westport Parkway, Suite 200, Grapevine TX 76051, ("Contractor"). 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Contractor wishes to access the City's network in order to provide management and support of printer fleet. In order to provide the necessary support, Contractor needs access to all print related servers including print servers and Papercut servers. In addition, network access via tcpip to all managed print devices. 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing management and support of printer fleet. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one (1)year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services,whichever occurs first. This Agreement will be associated with the Services designated below. ® Services are being provided in accordance with City Secretary Contract No.45231 as amended. ❑ Services are being provided in accordance with City of Fort Worth Purchase Order No. ❑ Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ❑ No services are being provided pursuant to this Agreement. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty(30) days prior to the scheduled annual expiration of this Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor Network Access Agreement Rev. 11/01/2013 Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Contractor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Contractor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Contractor-owned equipment that contains City-provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City-provided Network credentials, and unauthorized use or sharing of Network credentials. 8. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT CONTRACTOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO CONTRACTOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS,SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Confidential Information. Contractor, for itself and its officers, agents, employees, and representatives, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Contractor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 10. Right to Audit. Contractor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three (3) years after termination or expiration of this contract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Contractor involving transactions relating to this Agreement. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or expiration of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of such subcontractor involving transactions related to the subcontract, and further that City shall have access Vendor Network Access Agreement 2 DOCUmation of North Texas, Inc Rev. 11/01/2013 during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Contractor. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Contractor as to the matters contained herein regarding Contractor's access to and use of the City's Network. 12. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Contractor. 13. Assignment. Contractor may not assign or in any way transfer any of its interest in this Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void. 14. Severability. If any provision of this 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. 15. Force Majeure. Each party shall exercise its best efforts to meet its 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. 16. Governing Law/Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. Signature Authority. By affixing a signature below, the person signing this Agreement hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions in this agreement and 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. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. [SIGNATURE PAGE TO FOLLOW] Vendor Network Access Agreement 3 DOCUmation of North Texas, Inc Rev. 11/01/2013 o� ACCEPTED AND AGREED: �9 % y CITY F-FO T WORTH: �d� f�''�.,['' ation of North T xas, Inc.: O©3960636 6" By: �-i sa Alanis Name: Assistant Cit Ma ager Title: Date: 1 b Date: ATTEST: ATTEST: By: //hBy: N49 ry J. a s Name: City Secre rX Title: APPROVED AS TO FORM AND LEGALITY: By: �Y Assistant City ttorney -75-e SS'C-" <v6t M &C: hone required Vendor Network Access Agreement 4 DOCUmation of North Texas, Inc Rev. 11/01/2013 Exhibit"F" 19 e County of Fairfax , Virginia 174! Date: FEB 112013 CONTRACT TITLE: Multi-Function Devices and Related Services RFx NUMBER: RFP2000000264 CONTRACT NUMBER: 4400003732 COMMODITY CODE: 98559, 96661, 92031, 92037, 6044, 60072, 20880, 92045, 83885 CONTRACT PERIOD: Date of award through June 30,2016 RENEWALS: Six(6) One-Year or Any Combination Thereof SUPERSEDES: 4400002543 CONTRACTOR: VENDOR CODE: Ricoh Americas Corporation 1000011520 5 Dedrick Place West Caldwell, NJ 07006 Contact: Stu Parker Telephone: 720-344-5566 Fax: 973-882-2000 E-mail: Stuart.Parker@ ricoh-usa.com TERMS: Net 30 Days FOB: Destination PRICES: Reference Attached Pricing Schedule DPSM CONTACT: Teena L Stewart, CPPB, Contract Specialist II Telephone: 703-324-3227 Fax: 703-324-3228 E-mail: teena.stewart@fairfaxcounty.gov Department of Purchasing&Supply Management 12000 Government Center Parkway,Suite 427 Fairfax,VA 22035-0013 Website: www.fairfaxcounty.gov/dpsm Phone(703)324-3201,TTY: 1-800-828-1140,Fax:(703)324-3228 M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FORTTWORTII COUNCIL ACTION: Approved on 3/1/2016 REFERENCE 04DOCUMATION NORTH DATE: 3/1/2016 NO.: C-27636 LOG NAME: TEXAS LEASE AGREEMENT FOR PRINTERS CODE: C TYPE: NON- PUBLIC NO CONSENT HEARING: SUBJECT: Authorize Execution of an Addendum to the Lease Agreement with DOCUmation of North Texas, Inc., City Secretary Contract No. 45231 and Authorize Services Agreement for Printers and Multi-Functional Devices in the Combined Amount Not to Exceed $1,240,019.54 for the First Year and the Combined Amount Not to Exceed $6,200,097.70 Over a Term of Five Years, Using a Cooperative Agreement (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the execution of an Addendum to the Lease Agreement with DOCUmation of North Texas, Inc., City Secretary Contract No. 45231, and authorize a Services Agreement for printers and multi-functional devices for all City Departments in the combined amount not to exceed $1,240,019.54 for the first year and the combined amount not to exceed $6,200,097.70 over a term of five years, using U.S. Communities Government Purchasing Alliance Contract No. 4400003732. DISCUSSION: The City currently leases multi-functional devices from DOCUmation of North Texas, Inc. (DOCUmation), under an Agreement that was awarded in 2008 (M&C P-10860, October 7, 2008). After a thorough assessment of both the proposed Print Management Program and the current Multi-Function Printer(MFP) Program, IT Solutions staff determined the most effective solution is to expand the current solution to encompass all printers and multi-functional devices except for specialty printers. The current monthly rental cost will be reduced by 11 percent. The City will lease the copiers and multi-functional devices for a period of five years. City departments will use the machines for various document duplication tasks, including but not limited to copying, scanning and faxing. The cost to lease these devices covers the device, maintenance, service and all supplies except paper. The Addendum to the current Lease Agreement for the printers and equipment will have annual costs not to exceed $755,740.80 and five year costs not to exceed $3,778,704.80. The Agreement for services, which will be executed separately, will have annual costs not to exceed $484,278.74 and five year costs not to exceed $2,421,393.70. In the event either Agreement is terminated prior to the end of the five year term, the City will be responsible for payment of equipment fees to purchase the printers based on a graduated fee schedule over a five-year period. The Print Management Program includes upgrading or replacing 907 devices and eliminating 713 desktop devices. This program includes reporting that will provide the actual amount of printing that occurs for each department, allowing departments to maintain more accurate printing budgets. This program will allow the City to avoid the expense of replacing printers, toner, maintenance/repair parts and contract labor over the term of the contract. Annual savings resulting from eliminating these expenses are $892,000.00. COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a Cooperative Purchasing Agreement satisfies state laws requiring that the local government seek competitive bids for purchase of the item. U.S. Communities Government Purchasing Alliance is authorized to offer Cooperative Purchasing Programs to state agencies, public institutions of higher learning, public school districts and local governments. http://apps.cfwnet.org/council_packet/mc review.asp?ID=21709&eouncildate=3/1/2016 3/11/2016 M&C Review Page 2 of 2 M/WBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Department and approved by the M/WBE Office, in accordance with the BIDE Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. ADMINISTRATIVE AMENDMENT-An administrative amendment or increase for the Agreements may be made by the City Manager or his designee in an amount up to $50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERMS - Upon City Council's approval, the Agreements will begin upon execution and expire at the end of the five year term. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds for print services are available in the current operating budgets, as appropriated in the participating departments. Upon execution of the Agreements, the IT Solutions Department is responsible for managing the services authorized under the Agreements. TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID I I ID Year Chartfield 2 60105 1 0046002 1 5410103 1 $1240,019.54 Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Kevin Gunn (2015) Additional Information Contact: Andrew Arnold (2665) Roger Wright (2230) ATTACHMENTS DOCUmation Certificate of Interested Parties 1-6-2016.pdf http://apps.cfwnet.org/council_packet/mc review.asp?ID=21709&councildate=3/1/2016 3/11/2016 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 OFFICE USE ONLY Complete Nos.1-4 and 6 if there are interested parties. Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2016-1352 DOCUmation of North Texas, Inc Grapevine ,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 01/06/2016 being filed. City of Fort Worth Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the goods or services to be provided under the contract. CSC 45231 Office Equipment 4 Nature of interest(check applicable) Name of Interested Party City,State,Country(place of business) Controlling Intermediary --- ----� ----------------- 5 Check only if there is NO Interested Party. X 6 AFFIDAVIT I swear,or affirm,under penalty o perjury,that the above disclosure is true and correct. PAIGE N.ERA®DY Notary Public * * STATE OF TEXAS _ My Comm.Exp.10-28-19 Sign e f authoriz d agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE �/J �/� Sw rn to and subscribed before me,by the said 3l.lJ 1 WA lJU► l this the day o 20�,to certify which,witness my hand and seal of office. Sign r officer admi t ring oath Printed n me of officer administer g oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.33598