HomeMy WebLinkAboutC-5500 - PSA for Copier Maintenance ServicesAMENDMENT NO. ONE TO
PROFESSIONAL SERVICES AGREEMENT
WITH C3 OFFICE SOLUTIONS, LLC FOR
COPIER MAINTENANCE SERVICES
THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT
("Amendment No. One") is made and entered into as of this 2nd day of July, 2015
("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and C3 OFFICE SOLUTIONS, LLC, a
California limited liability company ("Consultant"), whose address is 1565 McGaw, Suite
C, Irvine, California 92614, and is made with reference to the following:
RECITALS
A. On August 21, 2014, City and Consultant entered into a Professional Services
Agreement ("Agreement") to engage Consultant to provide copier maintenance
services ("Project").
B. City desires to enter into this Amendment No. One to reflect additional Services
not included in the Agreement, to extend the term of the Agreement to December
31, 2015, and to increase the total compensation.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
�:7T1
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on the Effective Date, and shall
terminate on December 31, 2015, unless terminated earlier as set forth herein."
2. SERVICES TO BE PERFORMED
2.1 Exhibit A to the Agreement shall be supplemented to include the following
Services: The City reserves the right to change the Consultant's technician with whom
the City is working at any time. The City may elect to delete certain Services within the
Scope of Services at its sole discretion.
2.2 Attachment A to the Agreement is amended in its entirety and replaced
with the Attachment A equipment list attached hereto as Attachment A and incorporated
herein by reference.
3. COMPENSATION TO CONSULTANT
Section 4.1 of the Agreement is amended in its entirety and replaced with the
following: "City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B and incorporated herein by reference.
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Consultant's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items and subconsultant fees, shall not exceed One Hundred
Thousand Dollars and 00/100 ($100,000.00), without prior written authorization from
City. No billing rate changes shall be made during the term of this Agreement without
the prior written approval of City."
The total amended compensation reflects Consultant's additional compensation
for additional Services to be performed in accordance with this Amendment No. One,
including all reimbursable items and subconsultant fees, in an amount not to exceed
Thirty Thousand Dollars and 00/100 ($30,000.00).
4. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
C3 Office Solutions, LLC Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to
be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORN YOFFICE
Date: (v s)/
By:—zoo
Aaron C. Harp CAM ou1411V
City Attorney
ATTEST:
Date:
By: ''
bf0=
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: L41'U�.l x< -
By. \ C--
Dave
City Manager
CONSULTANT: C3 Office Solutions, LLC,
a California lim7,,t
d Inability company
Date: "7/ 4; ,
By: I iv I
Tricia Aanchez
Principal
Dal
0
J
[END OF SIGNATURES]
Attachments: Attachment A - Equipment List
C3 Office Solutions, LLC Page 3
C3 Office Solutions, LLC Page A-1
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J PROFESSIONAL SERVICES AGREEMENT
WITH C3 OFFICE SOLUTIONS FOR
COPIER MAINTENANCE SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 21 st day of August, 2014 ("Effective Date'), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city
("City'), and C3 OFFICE SOLUTIONS, a California limited liability company
("Consultant'), whose address is 1565 McGaw, Suite C, Irvine, California 92614, and is
made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to provide copier maintenance services
(`Project').
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on June 30, 2015, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and Consultant shall perform the Services in accordance with the schedule
included in Exhibit A. In the absence of a specific schedule, the Services shall be
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performed to completion in a diligent and timely manner. The failure by Consultant to
strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a
diligent and timely manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
! 9181ulL:lZ "
4.1 City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B and incorporated herein by reference.
Consultant's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items and subconsultant fees, shall not exceed Seventy
Thousand Dollars and 00/100 ($70,000.00), without prior written authorization from
City. No billing rate changes shall be made during the term of this Agreement without
the prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and/or the
specific task in the Scope of Services to which it relates, the date the Services were
performed, the number of hours spent on all Work billed on an hourly basis, and a
description of any reimbursable expenditures. City shall pay Consultant no later than
thirty (30) calendar days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses
specifically identified in Exhibit B to this Agreement or specifically approved in writing in
advance by City.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
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Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Tricia Sanchez to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project
any of its personnel assigned to the performance of Services upon written request of
City. Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project
Manager and any other assigned staff shall be equipped with a cellular phone to
communicate with City staff. The Project Manager's cellular phone number shall be
provided to City.
6. ADMINISTRATION
This Agreement will be administered by the City Manager's Office. City's
Assistant to the City Manager/IT Manager or designee shall be the Project Administrator
and shall have the authority to act for City under this Agreement. The Project
Administrator shall represent City in all matters pertaining to the Services to be
rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with the highest professional
standards. For purposes of this Agreement, the phrase "highest professional
standards" shall mean those standards of practice recognized by one (1) or more first-
class firms performing similar work under similar circumstances.
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8.2 All Services shall be performed by qualified and experienced personnel
who are not employed by City. By delivery of completed Work, Consultant certifies that
the Work conforms to the requirements of this Agreement, all applicable federal, state
and local laws, and the highest professional standard.
8.3 Consultant represents and warrants to City that it has, shall obtain, and
shall keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.4 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims"), which may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Consultant's presence or
activities conducted on the Project (including the negligent, reckless, and/or willful acts,
errors and/or omissions of Consultant, its principals, officers, agents, employees,
vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly
by any of them or for whose acts they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by
Consultant.
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10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Consultant or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Consultant or any of Consultant's employees or agents, to be the agents or employees
of City. Consultant shall have the responsibility for and control over the means of
performing the Work, provided that Consultant is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Consultant as to the details of the performance of the Work or to exercise a measure of
control over Consultant shall mean only that Consultant shall follow the desires of City
with respect to the results of the Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in
order to ensure the Project proceeds in a manner consistent with City goals and
policies.
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement, policies of
insurance of the type, amounts, terms and conditions described in the Insurance
Requirements attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
C3 Office Solutions Page 5
be construed as an assignment: The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Consultant, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Consultant is a
partnership or joint-venture or syndicate or co-tenancy, which shall result in changing
the control of Consultant. Control means fifty percent (50%) or more of the voting
power or twenty-five percent (25%) or more of the assets of the corporation, partnership
o r jo i nt-ve ntu re.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such
subcontractor other than as otherwise required by law. City is an intended beneficiary
of any Work performed by the subcontractor for purposes of establishing a duty of care
between the subcontractor and City. Except as specifically authorized herein, the
Services to be provided under this Agreement shall not be otherwise assigned,
transferred, contracted or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced, including but not limited to, websites, blogs, social media accounts
and applications (hereinafter "Documents'), prepared or caused to be prepared by
Consultant, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Additionally, all material posted in
cyberspace by Consultant, its officers, employees, agents and subcontractors, in the
course of implementing this Agreement, shall become the exclusive property of City,
and City shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents, including all logins and password information to City
upon prior written request.
17.2 Documents, including drawings and specifications, prepared by
Consultant pursuant to this Agreement are not intended or represented to be suitable
for reuse by City or others on any other project. Any use of completed Documents for
other projects and any use of incomplete Documents without specific written
authorization from Consultant will be at City's sole risk and without liability to
Consultant. Further, any and all liability arising out of changes made to Consultant's
deliverables under this Agreement by City or persons other than Consultant is waived
against Consultant, and City assumes full responsibility for such changes unless City
has given Consultant prior notice and has received from Consultant written consent for
such changes.
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17.3 All written documents shall be transmitted to City in formats compatible
with Microsoft Office and/or viewable with Adobe Acrobat.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including
costs, contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Consultant under this Agreement. All such records and invoices shall be clearly
identifiable. Consultant shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Consultant shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Consultant under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall
not discontinue Work as a result of such withholding. Consultant shall have an
immediate right to appeal to the City Manager or designee with respect to such disputed
sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would
have resulted if there were not errors or omissions in the Work accomplished by
Consultant, the additional design, construction and/or restoration expense shall be
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borne by Consultant. Nothing in this Section is intended to limit City's rights under the
law or any other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
24.2 If subject to the Act, Consultant shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Consultant shall indemnify and hold harmless
City for any and all claims for damages resulting from Consultant's violation of this
Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Rob Houston, Assistant to the City Manager/IT Manager
City Manager's Office
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Tricia Sanchez
C3 Office Solutions
1565 McGaw, Suite C
Irvine, CA 92614
C3 Office Solutions Page 8
26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Consultant's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Consultant in writing as unsettled at the time of its final request
for payment. Consultant and City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, Consultant shall be required to file any claim
Consultant may have against City in strict conformance with the Government Claims Act
(Government Code sections 900 et seg.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non -defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Consultant has not been previously paid. On the effective date of termination,
Consultant shall deliver to City all reports, Documents and other information developed
or accumulated in the performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
C3 Office Solutions Page 9
28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
C3 Office Solutions Page 10
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S O FICE
Date: zl 11
By: I�
Aaron C. ftrp' CAM gjjq)/ti
City Attorney
ATTEST: �0 Y )�
Date:
By:
Leilani I. Brown
City Clerk
�A L.I FO "-'A
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: �i1�`1•-t
By.
Dave Kiff
City Manager
CONSULTANT: C3 Office Solutions, a
California I�q I li�b,V) ry�pany
Date: � �i / —/
By: YJAI&AV11 �O
Tricia Sanchez
Principallyfi Date: ( G J
By:
Jo n C of
Vi e P esident of Sales
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
C3 Office Solutions Page 11
EXHIBIT A
SCOPE OF SERVICES
C3 Office Solutions Page A-1
Scope of Work Agreement for the City of Newport Beach
&Office Solutions will provide The City of Newport Beach with the highest achievable quality products and
services available during the term of the agreement. This "Scope of Work Agreement' provides a complete
explanation of the project and details of the items to be completed -
0 3
ompleted.
G3 Office Solution's Responsibilities:
1. C3 will provide best in class multifunctional copiers, service, and supplies.
2. C3 ensures a one-hour guarantee to return your service calls with an ETA for a technician to be at your
location within 4 hours.
3. Customized billing
4. C3will provide professional delivery, installation, and proactive machine maintenance
5. Proactive machine supplies monitoring with auto shipment of supplies when levels reach 25%
6. Remote login to network with granted access over firewall to support end user and IT administrative staff
7. Emergency loaners for down machines that can not to be repaired within 2 business days
8. Like for like product replacement for the life of your contract if the in place copier does not meet factory
specifications and performance uptimes
9. C3 is to use only original equipment manufacturer parts and toners for all multifunctional copiers
10. Staples and Paper are not included in the maintenance contract
it. Quarterly reviews to monitor your satisfaction +serviceability
12. Your equipment will be setup and pretested before delivery to your location for immediate plug and play
installation
13. Your equipment will be delivered and setup to the location of your choosing and retested to verity system
integrity
14. Configure the Copier/Printer for the appropriate network or PC environments based upon the network
discovery performed
15. Train client IT staff member on server setup and configuration
16. Train client IT staff member on workstation printer setup and configurations
17. Train client IT staff member on the use of the print driver in a'Train-the-Trainer" format
18. Generate a server and workstation printer test pages
19. e Office Solution's agrees that information viewed is CONFIDENTIAL and may not be disclosed without
consent unless ordered by law.
63 Office Solution's Printing, Scanning, and Software Support:
eOffice Solution's wants to ensure that your new printing environment exceeds your expectations. Your G'
Office Solution's installation entitles you the remainder of your initial "Connectivity Block of Time" up to 90
days of unconditional, support from installation date of your new copier/printer, provided that your
network environment has not changed as defined in your initial & Office Solutions Network Analysis
Survey. Simply call our dispatch center whenever you have a connectivity problem that you cannot resolve.
If your connectivity issue is not ultimately related to the equipment. G3OfficeSolution's will provide a
recommendation outlining possible courses of action for your IT staff. If connectivity of the equipment is a
top priority in your organization, additional "Connectivity Block of Time" may be purchased separately in
yearly increments providing you with continuous "Connectivity Support:'
Customer Acceptance of Scope of Work
Name/Title:
Customer Name:
Signature:
2. MAINTENANCE VISITS Maintenance vises wet be made curing summa. weexoay oos ness.ours ar a aw — o .... _ — r=v. - y "' -' -- - -- --
holidays, weekends or after standard business hours may result in additional charges for travel and labor pursuant to C3 Office SOWtkins standard overtime rates in effect at the time Maintenance
visit Maintenance performed during a Maintenance visit includes lubrication and cleaning of the Equipment and the adjustment, repair or replacement of parts described below.
3. REPAIR AND REPLACEMENT OF PARTS, All parts necessary for proper operation of the Equipment requiring replacement due to normal wear and tear, subject to the general scope of coverage,
will be furnished free of charge during a service call.
6. MAJOR REPAIRS AND UPGRADES Major repairs resulting from misuses of the product. overall failure of the Equipment resulting from the normal and of life cycle of the Equipment and other
repairs requiring more than customary repair and part replacements shall not be considered covered Maintenance. C3 Office Solutions reserves the right to cancel the maintenance agreement,
should customer misuse or abuse the intended features of the device.
5. USE OF C3 Olffwe Solutions SUPPLIES Customer is not obligated to use C3 Offfice Solutions approved supplies under this Agreement. If, however, the Customer uses other than C3 Offfice
SDletibnS approved supplies (other than paper)and such supplies result In damage to the device, C3 Office Solutions may, at as discretion, assess a surcharge or terminate this Agreement. If C3
Office Solubons terminates this Agreement, C3 Office Solutions may make service available on a "Per Call" basis based upon C3 Office Solutions standard rates in effect at the time of service.
6. SUPPLIES Supplies selected. if any, on the front of this Agreement ("Suppl'ies"), shall be included under this Agreement. C3 Office Solutions wit provide such selected Supplies to the Customer
based upon normal yields. Supplies provided are for use with the Equipment covered by this Agreement only and are not for resale or for use with other equipment. if the Customer's usage of the
Supplies exceeds the normal yields for the Equipment being serviced, C3 Office Solutions will invoice and the Customer agrees to pay, for the excess supplies at C3 O(fflce Solutions current relad
Prices then in effect. C3 Office Solutions reserves the right to charge for supplies and freight. Normal yield is defined as the published industry standard yield for the product model covered under this
Agreement.
7. ELECTRICAL REOU IRMENTS In order to insure optimum performance of the Equipment, Customer must comply with all vendor required electrical specification, including but not Gmted to use of
designated circuit and outlets and required voltage requirements. These power standards are required by UL anchor local safety regulations. C3 Office Solutions can cancel the agreement should
customer not comply with C3 Office Solutions recommended electrical requirements
B. CHARGES The indial charge for Maintenance under this Agreement is non-refundable and shall he the amount set forth on the first page of this Agreement. The annual maintenance fee Win
respect 0 any renewal term, at be charged at the time of herrn renewal. Customer shall be charged according to the payment cycle indicated on the front page of this Agreement.
9. METER READING Customer is obligated to allow electronic meter collection. If the Customer fails or refuses to provide the meter reading in a timely manner. C3 Offfce Solutions may estimate the
meter based upon previous tilling and service meter readings. The estimated meter will then be applied in the same manner as if the meter had been supplied by the Customer and the Customer
agrees to pay any overage charges that may result from the estimated meter reading.
10. TERM This Agreement shall became effective upon C3 Office Solutions receipt from Customer of the initial non-refundable maintenance charge if applicable, asset forth on the first page of this
Agreement, or for such Customers that are to be billed in arrears. upon the date indicated in the Start Date" portion of the fust page of this Agreement. The term of this Agreement shall be as
specified on the first page of this Agreement.
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EXHIBIT B
SCHEDULE OF BILLING RATES
C3 Office Solutions Page B-1
C30fficeSolutions
CUSTOMER CARE MAINTENANCE AGREEMENT
Version Date: August 14, 2014
CUSTOMER
BILL TO INFORMATION
City of Newport Beach
100 Civic Center Dr Newport Beach/ CA/ 92660
BILLING CONTACT:
PHONE: FAX:
(949)644-3003 (949)644-3020
EMAIL ADDRESS:
CUSTOMER••
•
CUSTOMER LOCATION / DEPARTMENT NAME
KEY CONTACT: PHONE/ EMAIL:
See Below
LOCATION ADDRESS:
IT CONTACT: PHONE/EMAIL:
PHYSICAL LOCATION DESCRIPTION:
METER CONTACT: PHONE:
CITY:
STATE: IZIP CODE:
METER EMAIL ADDRESS:
MODEL
SERIAL NUMBER
EQUIPMENT COVERED
EQUIPMENT to NUMBER START METER
Attachment A
LABOR PARTS
AGREEMENT
PM KITS BLACK TONER
ENTITLEMENT
INITIAL
COLOR TONER NETWORKING TRAINING STAPLES PAPER START DATE
INSTALL
STANDARD FREIGHT CHARGE FOR SUPPLIES
DELIVERY WILL APPLY
incl.
incl.
incl.
incl.
incl. incl.
incl. no no TBD
TOTAL BASE CHARGE
COMMENTS:
We will contact you at time of renewal.
BASE CHARGE FREQUENCY
METER FREQUENCY AUTHORIZING CONTRACT NUMBER:
MONTHLY
MONTHLY
B/W cost per copy
VOLUME
B/W OVERAGE
BASE
MIN B/W PMT PURCHASE ORDER NUMBER:
$0.0065
Color cost per copy
VOLUME
COLOR OVERAGE
BASE
MIN B/W PMT Initial Here
I have read and understand our obligations under the terms and
conditions stated herein, and on the reverse side thereof, as the only
agreement pertaining to the equipment hereunder. No other
agreements apply unless expressly noted on the face of this agreement
or in the contracts specified above. I understand all meter counts are
based on 8.5x11 (minimum) single sided images.
$0.063
B/W PRINT RATE VOLUME
Initial Here
Customer has declined maintenance coverage at this time. The customer
understands obtaining maintenance coverage later may incur charges in
addition to the normal maintenance charges and has been informed as
to the current time and material billing rates.
COLOR PRINT RATE VOLUME
N/A
PRINTED CUSTOMER NAME:
CUSTOMER SIGNATURE:
X
TERMS (Months) A / C
SALES REP PRINTED NAME:
SALES REP SIGNATURE:
DATE:
36
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury
by disease in accordance with the laws of the State of California, Section
3700 of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The
policy shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract
(including the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
C3 Office Solutions Page C-1
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Consultant or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against City, and shall require similar written express waivers
from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but
not including professional liability, shall provide or be endorsed to provide
that City and its officers, officials, employees, and agents shall be included
as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or self-
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along with
a waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance
certificates and endorsement must be approved by City's Risk Manager
prior to commencement of performance. Current certification of insurance
shall be kept on file with City at all times during the term of this
Agreement. City reserves the right to require complete, certified copies of
all required insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
C3 Office Solutions Page C-2
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type. If the
Consultant maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the
specified minimum limits of insurance and coverage shall be available to
the City.
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non -Compliance. If Consultant or any subconsultant
fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Consultant's right to proceed until
proper evidence of insurance is provided. Any amounts paid by City shall,
at City's sole option, be deducted from amounts payable to Consultant or
reimbursed by Consultant upon demand.
G. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. City assumes
no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to
involve City.
H. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the Work.
C3 Office Solutions Page C-3
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. *
Date Received: 10/2/14
Date Completed: 10/22/14 Sent t
Company/Person required to have certificate:
Type of contract:
Dept./Contact Received From: Anthony
o: Anthony By: Chris
Reprographics Fax Group, Inc: DBA C3 Office Solutions
All Others
L GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 5/23/14-5/23/15
DATE: 5/23/14-5/23/15
A.
INSURANCE COMPANY: Travelers Casualty Insurance Company
of America
B.
AM BEST RATING (A-: VII or greater): A++:XV
C.
ADMITTED Company (Must be California Admitted):
Is Company admitted in California?
® Yes ❑ No
D.
LIMITS (Must be $1 M or greater): What is limit provided?
2,000,000/4,000,000
E.
ADDITIONAL INSURED ENDORSEMENT — please attach
® Yes ❑ No
F.
PRODUCTS AND COMPLETED OPERATIONS (Must
(What is limits provided?)
include): Is it included? (completed Operations status does
F.
PRIMARY & NON-CONTRIBUTORY WORDING (For Waste
not apply to Waste Haulers or Recreation)
® Yes ❑ No
G.
ADDITIONAL INSURED FOR PRODUCTS AND
G.
HIRED AND NON -OWNED AUTO ONLY:
COMPLETED OPERATIONS ENDORSEMENT (completed
H.
NOTICE OF CANCELLATION:
Operations status does not apply to Waste Haulers)
® Yes ❑ No
H.
ADDITIONAL INSURED WORDING TO INCLUDE (The City
its officers, officials, employees and volunteers): Is it
included?
® Yes ❑ No
I.
PRIMARY & NON-CONTRIBUTORY WORDING (Must be
included): Is it included?
® Yes ❑ No
J.
CAUTION! (Confirm that loss or liability of the named insured
is not limited solely by their negligence) Does endorsement
include "solely by negligence" wording?
❑ Yes ® No
K.
ELECTED SCMAF COVERAGE (RECREATION ONLY):
® N/A ❑ Yes ❑ No
L.
NOTICE OF CANCELLATION:
❑ N/A ® Yes ❑ No
IL AUTOMOBILE LIABILITY
EFFECTIVE/EXPIRATION
DATE: 5/23/14-5/23/15
A.
INSURANCE COMPANY: Travelers Casualty Insurance Company of America
B.
AM BEST RATING (A-: VII or greater) A++:XV
C.
ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California?
® Yes ❑ No
D.
LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided?
1,000,000
E
LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided?)
N/A
F.
PRIMARY & NON-CONTRIBUTORY WORDING (For Waste
Haulers only):
® N/A ❑ Yes ❑ No
G.
HIRED AND NON -OWNED AUTO ONLY:
❑ N/A ❑ Yes ® No
H.
NOTICE OF CANCELLATION:
❑ N/A ® Yes ❑ No
III. WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE: 10/2/14-10/2/15
A. INSURANCE COMPANY: Travelers Property Casualty Company of America
B. AM BEST RATING (A-: VII or greater): A++:XV
C. ADMITTED Company (Must be California Admitted): ® Yes ❑ No
D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No
E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater) 1,000,000
F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No
G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No
H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY
V POLLUTION LIABILITY
V BUILDERS RISK
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
Approved:
Agent of Alliant Insurance Services
Broker of record for the City of Newport Beach
10/22/14
Date
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
® Yes ❑ No
RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _;
Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No
Reason for Risk Management approval/exception/waiver:
Approved:
Risk Management Date
* Subject to the terms of the contract.
SERVICE AGREEMENT
WITH C3 OFFICE SOLUTIONS FOR
COPIER MAINTENANCE SERVICES
THIS SERVICE AGREEMENT ("Agreement") is made and entered into as of this
18th day of June, 2013 ("Effective Date"), by and between the CITY OF NEWPORT
BEACH, a California municipal corporation and charter city ("City"), and C3 OFFICE
�) SOLUTIONS, a California limited liability company ("Contractor"), whose address is
1565 McGaw, Suite C, Irvine, California 92614, and is made with reference to the
following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Contractor to perform copier maintenance services
("Project").
C. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Contractor, has reviewed the
previous experience and evaluated the expertise of Contractor, and desires to
retain Contractor to render services under the terms and conditions set forth in
this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
The term of this Agreement shall commence on the Effective Date, and shall
terminate on June 30, 2014, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Contractor shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
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3.1 Time is of the essence in the performance of Services under this
Agreement and Contractor shall perform the Services in accordance with the schedule
included in Exhibit A. in the absence of a specific schedule, the Services shall be
performed to completion in a diligent and timely manner. The failure by Contractor to
strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a
diligent and timely manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Contractor shall not be responsible for
delays due to causes beyond Contractor's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Contractor's control.
3.4 For all time periods not specifically set forth herein, Contractor shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONTRACTOR
4.1 City shall pay Contractor for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B and incorporated herein by reference.
Contractor's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items and Subcontractor fees, shall not exceed Sixty
Thousand Dollars ($50,000.00), without prior written authorization from City. No billing
rate changes shall be made during the term of this Agreement without the prior written
approval of City.
4.2 Contractor shall submit monthly invoices to City describing the Work
performed the preceding month. Contractor's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and/or the
specific task in the Scope of Services to which it relates, the date the Services were
performed, the number of hours spent on all Work billed on an hourly basis, and a
description of any reimbursable expenditures. City shall pay Contractor no later than
thirty (30) calendar days after approval of the monthly invoice by City staff.
4.3 City shah reimburse Contractor only for those costs or expenses
specifically identified in Exhibit B to this Agreement or specifically approved in writing in
advance by City.
4.4 Contractor shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
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Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Contractor shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Contractor has designated Tricia Sanchez to be its
Project Manager, Contractor shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Contractor, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Contractor warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
5.3 If Contractor is performing inspection services for City, the Project
Manager and any other assigned staff shall be equipped with a cellular phone to
communicate with City staff. The Project Manager's cellular phone number shall be
provided to City.
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This Agreement will be administered by the City Manager's Office. City's
Assistant to the City Manager/IT Manager or designee shall be the Project Administrator
and shall have the authority to act for City under this Agreement. The Project
Administrator shall represent City in all matters pertaining to the Services to be
rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Contractor in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Contractor, one copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Contractor's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with the highest professional
standards. For purposes of this Agreement, the phrase "highest professional
standards" shall mean those standards of practice recognized by one (1) or more first-
class firms performing similar work under similar circumstances.
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8.2 All Services shall be performed by qualified and experienced personnel
who are not employed by City. By delivery of completed Work, Contractor certifies that
the Work conforms to the requirements of this Agreement, all applicable federal, state
and local laws, and the highest professional standard.
8.3 Contractor represents and warrants to City that it has, shall obtain, and
shall keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Contractor to practice its profession. Contractor shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.4 Contractor shall not be responsible for delay, nor shall Contractor be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Contractor's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Contractor shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims"), which may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Contractor's presence or
activities conducted on the Project (including the negligent, reckless, and/or willful acts,
errors and/or omissions of Contractor, its principals, officers, agents, employees,
vendors, suppliers, Contractors, Subcontractors, anyone employed directly or indirectly
by any of them or for whose acts they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Contractor to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by
Contractor.
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10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis
and Contractor is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Contractor, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Contractor or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Contractor or any of Contractor's employees or agents, to be the agents or employees
of City. Contractor shall have the responsibility for and control over the means of
performing the Work, provided that Contractor is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Contractor as to the details of the performance of the Work or to exercise a measure of
control over Contractor shall mean only that Contractor shall follow the desires of City
with respect to the results of the Services.
11. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Contractor on the Project.
12. CITY POLICY
Contractor shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in
order to ensure the Project proceeds in a manner consistent with City goals and
policies.
13. PROGRESS
Contractor is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
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Without limiting Contractor's indemnification of City, and prior to commencement
of Work, Contractor shall obtain, provide and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement, policies of
insurance of the type, amounts, terms and conditions described in the Insurance
Requirements attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
C3 Office Solutions Page 5
be construed as an assignment: The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Contractor, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Contractor is a
partnership or joint -venture or syndicate or co -tenancy, which shall result in changing
the control of Contractor. Control means fifty percent (50%) or more of the voting power
or twenty-five percent (25%) or more of the assets of the corporation, partnership or
joint -venture,
16. SUBCONTRACTING
The Subcontractors authorized by City, if any, to perform Work on this Project
are identified in Exhibit A. Contractor shall be fully responsible to City for all acts and
omissions of any Subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any Subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such
Subcontractor other than as otherwise required by law. City is an intended beneficiary
of any Work performed by the Subcontractor for purposes of establishing a duty of care
between the Subcontractor and City. Except as specifically authorized herein, the
Services to be provided under this Agreement shall not be otherwise assigned,
transferred, contracted or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced (hereinafter "Documents"), prepared or caused to be prepared by
Contractor, its officers, employees, agents and Subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Contractor or any other party. Contractor shall, at Contractor's
expense, provide such Documents to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Contractor
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Contractor will be at City's sole risk and without liability to Contractor. Further, any and
all liability arising out of changes made to Contractor's deliverables under this
Agreement by City or persons other than Contractor is waived against Contractor, and
City assumes full responsibility for such changes unless City has given Contractor prior
notice and has received from Contractor written consent for such changes.
173 All written documents shall be transmitted to City in formats compatible
with Microsoft Office and/or viewable with Adobe Acrobat.
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I& CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Contractor shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including
costs, contained in Contractor's Documents provided under this Agreement.
20. RECORDS
Contractor shall keep records and invoices in connection with the Services to be
performed under this Agreement. Contractor shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Contractor under this Agreement. All such records and invoices shall be clearly
identifiable. Contractor shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Contractor shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Contractor under this Agreement.
21, WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate
right to appeal to the City Manager or designee with respect to such disputed sums.
Contractor shall be entitled to receive interest on any withheld sums at the rate of return
that City earned on its investments during the time period, from the date of withholding
of any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Contractor which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Contractor,
the additional design, construction and/or restoration expense shall be borne by
Contractor. Nothing in this Section is intended to limit City's rights under the law or any
other sections of this Agreement.
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23. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS
City reserves the right to employ other Contractors in connection with the Project.
24. CONFLICTS OF INTEREST
24.1 Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
24.2 If subject to the Act, Contractor shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Contractor shall indemnify and hold harmless
City for any and all claims for damages resulting from Contractor's violation of this
Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Contractor to City shall
be addressed to City at:
Attn: Rob Houston, Assistant to the City Manager/IT Manager
City Manager's Office
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Contractor shall
be addressed to Contractor at:
Attn: Tricia Sanchez
C3 Office Solutions
1565 McGaw, Suite C
Irvine, CA 92614
26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Contractor shall submit to City, in
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writing, all claims for compensation under or arising out of this Agreement.
Contractor's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Contractor in writing as unsettled at the time of its final request
for payment. Contractor and City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, Contractor shall be required to file any claim
Contractor may have against City in strict conformance with the Government Claims Act
(Government Code sections 900 et seq.).
27. TERMINATION
27.1 in the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non -defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Contractor. In the
event of termination under this Section, City shall pay Contractor for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Contractor has not been previously paid. On the effective date of termination,
Contractor shall deliver to City all reports, Documents and other information developed
or accumulated in the performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Contractor acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Contractor shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Contractor shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
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28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Contractor and City and approved as to form by the
City Attorney.
28,8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any Subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATT
MOTS OFFICE
Date:
By:
Aar . Harp
City Attorney
ATTEST:
Date: � j 3 t I
By:
Leilani I. Brown
City Clerk
c
%.�oRNO.
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: Co
By: �—
Dave K!,
City Manager
CONTRACTOR: C3 Office Solutions, a
California limited liability company
Date:
By:
Tricia Sanche
Principal
Date
In
n C of
P esident of Sales
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
C3 Office Solutions Page 11
EXHIBIT A
SCOPE OF SERVICES
C3 Office Solutions Page A-1
Scope of Work Agreement for the City of Newport Beach
t
( _ Office Solutions will provide The City of Newport Beach with the highest achievable quality products and
services available during the term of the agreement. This scoae, provides a complete
explanation of the project and details of the items to be completed.
f Once Solution's Responsibilities:
1 C3 will provide best in class multifunctional copiers, service. and supplies.
2. C3 ensures a one-hour guarantee to return your service coils with an ETA for a technician to be of your
locatlon within 4 hours.
3. Customized billing
4. C3 will provide professional delivery, installation, and proactive machine maintenance
5. Proactive machine supplies monitoring with auto shipment of supplies when levels reach 25%
G. Remote login to nehvork with granted access over firewall to support end user and IT administrative staff
7. Emergency loaners for down machines that can not to be repaired within 2 business days
B. Like for like product replacement for the life of your contract if the in place copier does not meet factory
specifications and performance upfimes
9. C3 is to use only original equipment manufacturer parts and toners for all multifunctional copiers
10. Staples and Paper are not included in the maintenance contract
11. Qualedy reviews to monitor your satisfact'on + serviceability
12. Your equipment will be setup and pretested before delivery to your location for immediate plug and play
installation
13. Your equipment will be delivered and setup to the location of your choosing and retested to verify system
integrity
14. Configure the Copier/Printer for the appropriate network or PC environments based upon the network
discovery performed
15. Train client IT staff member on server setup and configuration
16. Train client IT staff member on workstation printer setup and configurations
17. Train client IT staff member on the use of the print driver in o'Train-theiraine' format
18. Generate a server and workstation printer test pages
19. & Office Solution's agrees that information viewed is CONFIDENTIAL and may not be disclosed without
consent unless ordered by law.
Office Solution's Printing, Scanning, and Software Support:
O'Office Solution's wants to ensure that your new printing environment exceeds your expectations. Your '
Office Solution's instaSofion entitles you the remainder of your irnitiaf "Connectivity Block of Time" up to 40
days of unconditional, support from installation dote of your new copier/printer, provided that your
net environment has not changed as defined in your inftiat (�; Office Solutions Network Analysis
Survey. Simply call our dispatch center whenever you have a connectivity problem that you cannot resolve.
If your connectivity issue is not ultimately related to the equipment. (°,'Office Solution's will provide a
recommendation outlining possible courses of action for your IT staff. If connectivity of the equipment is a
top priority In your organization, additional "Connectivity Block of Time" maybe purchased separately in
yearly increments providing you with continuous "Connectivity Support."
Customer Acceptance of Scope of Work
Nomelrfle:
Customer Name:
Signature;
2. MAINTENANCE VISITS Maintenance visas will be made during standard wsekday buaness hours at the address showm on the first patio of dos Agt omwe. Maintenance visas requested for
holidays, wdakands or after standard bushesshours may result In additional charges for travel and labor pursuant to C3 Of e, Sokrimrts standard overtime rates in effect m the erne Maintenance
visit Maintenance performed during a Mainummos visit mctudes tubdoation and cleaning offt Equipment aid Ile adjustment, repakorrspiacememof parts described bob,
3. REPAIR AND REPLACEMENT OF PARTS, An parts necessary for properopemtion of the Equipment requiring replacement due to normal wear and tear, subject to the gotaml scope of coverage,
wig be furnished free of charge during a service call.
4. MAJOR REPAIRS AND UPGRADES Major repairs resulting from misuses of rite product. overall failure of the Equipment resulting gram the normal end of Ile cycle of the Equipment and other
repairs requiring mom than customary repair and part replacements shall not be considered covered Maintenance. C3 Oefoa Solutions reserves the right to cancel the maintenance agmamdnL
should customer mimed, or abuse the Intended features of the device.
S. USE OF C3 Office Solutions SUPPLIES Customers, not obligated to use C3 Of goa Solutions approved supplies under this Agreement If, however, the Customer uses other than C3 Office
Solutions approved supplies (ofherthan paper) and such supplies result in damage W the device, 03 OgBce Solutions may, alga discretion, assess a surcharge or terminato this Agreement If C3
Off ll Solutions terminates this Agmemem, C3 OIBke Solutions may make service available on a iter Car basis based upon 03 Office Solutions standard rates In effect at the time of service .
6, SUPPLIES Supplies selected, 0 my, on the front of this Agreement (`Suppges'), shalt be ftWded under this Agreement C3 Ofifice Solutions v A provide such selected Supplies to the Customer
based upon normal yields. Supplies provided are for we with the Equipment covered by this Agreement only and are not (or mass, or for on with other equipment it the Customer's usage of the
Supplies exceeds the normal yields for the Equipment being serviced, C3 Office Solutions wilt ftwoica and the Custom" agrees to pay, for the excess supplies at C3 Office Solutions current retaA
pekes then in offect C3 Offlks Somk:ms names the right to charge for supplies and freight Nomas yield Is defsmd as fie publshhad Industry standard yted for the product modal covered under Oft
Agreement
7. ELECTRICAL REOUIRMENTS In order tofrsu , optimum performance of the Equipment Customer must comply with all Sharp required atactricsi specification, Including but not Madd to use of
designated cimuft and outlets arra required voilege requirements. These paverstandaris are required by UL andlor local safety regulations. C3O8ke Solutions can cancel the agreement should
customer not comply wkh C3 Office Solutions recommended elecoicIf requirements
8. CHARGES The intlal charge for Maintenance under this Agreement Is nomrsfundable and mail be the amount set forth on the first page of this Agreement The annual maintenance foe with
respect to any Imsmal tarn, coli be charged at the time of term renemaL Customer shag be charged according to the payment cycle Indicated on the front page of this Agreement
S. METER READING Customer IS obligated to provide meter reading($) in a timely manner upon request If the Customerfals or reloads to provide the mater madmi; Ina timely manner, C3 Off e
Sobdions may estimate fhe materbased upon previous bill and service metermadktgs. The estimated meter wig then be applied M the same mariner as Nthis meter had been supplied by the
Customer and the Customeragmes to pay any overage, charges that may result from the estimated melermading.
40. TERM ThisAgraemem shat become effaotive upon C3 Offfroe Solutions receipt from Cushomarof but fiitlai non-refundable maintenance charge If sppikab le, as sat kWh an the firet page of ft
Agreement, orforsuch Custamers that and to be aided in arrears, upon the date hMkaiad In the portion of the find page of this Agreement This term of this Agreement shag be as
specified on the first page of this AgreemeaL
Page 2 of 2
Schedule A
City Hall -
3
OfficeSolutions
Address
Department/Floor—Equipment
Serial
Number
Ci�m��Service
-��
-
f66 6-v1cEenier
Eustomer Service
Sharp MX-
2513436Y
Center
Newport Beach, CA
(Is' Floor/ Bay A)
5111N
92660
Community
100 Civic Center
Community
Sharp MX-
25105657
Development
Newport Beach, CA
Development
5IIIN
(Planning Division)
92660
(Is' Floor/ Bay B)
Permit Center
100 Civic Center
Permit Center
Sharp MX-
2513550Y
Newport Beach, CA
(I st Floor/ Bay C)
5111 N
92660
Community
100 Civic Center
Community
Sharp MX-
2513527Y
Development (Building
Newport Beach, CA
Development
511 IN
Division)
92660
(1st Floor/ Bay D)
It Services
100 Civic Center
IT Services
Sharp MX-
25106257
Newport Beach, CA
(Is' Floor/ Bay E)
5111 N
92660
Human Resources
100 Civic Center
Human Resources
Sharp MX-
2513749Y
Newport Beach, CA
(2-4 Floor/ Bay A)
511 IN
92660
Fire Department
100 Civic Center
Fire
Sharp MX-
1509751 X
Newport Beach, CA
(2nd Floor/ Bay B)
5111 N
92660
Finance Department
100 Civic Center
Finance
Sharp MX-
25058938
Newport Beach, CA
(2nd Floor/ Bay C)
511IN
92660
Public Works
100 Civic Center
Public Works
Sharp MX-
28513423Y
Newport Beach, CA
(2nd Floor/ Bay D)
5111
92660
Executive Offices
100 Civic Center
Executive Offices
Sharp MX-
25058948
Newport Beach, CA
(2nd Floor/ Bay E)
SHIN
92660
Oasis Senior Center
801 Narcissus Ave.
Admin office (back
Sharp MX-
150332447
Corona Del Mar, CA
workroom)
411IN
92625
Public Library
1000 Advocado Ave,
Admin Services
Canon
GQM62844
Newport Beach, CA
imageRUNNER
92660
ADVANCE
C5051
Harbor Resources
829 Harbor Island Drive
Canon
GQM62816
Newport Beach, CA
lmageRUNNER
92663
ADVANCE
C5051
Fire Department-
70 Newport Pier
Lifeguard station
Sharp MX-
1509600X
Litegaurds
Newport Beach, CA
5111N
92663
MOD / General
592 Superior Ave.
Administration-
Sharp MX-
25069539
Services
Bldg A Newport
Building A
5111
Beach, CA 92663
2
OfficeSolutions
Police Department
Location
Address
Department/Floor Equipment
Serial
Number
Police De artment
870 Santa Barbara Drive
Traffic Sharp MX -511 IN
25058408 "
Newport Beach, CA
92660
Police Department
870 Santa Barbara Drive
Detectives Sharp MX -5111 N
25060718
Police Department
Police Department
Fire Station
Location
Fire Department
Newport Beach, CA
92660
870 Santa Barbara Drive
Newport Beach, CA
92660
870 Santa Barbara Drive
Newport Beach, CA
92660
Records Sharp MX -7040N 25218543
Support Services Sharp MX -6240N 25071555
Department/Floor Equipment
868 Santa Barbara Drive Fire Station 3
Newport Beach, CA
92663
Canon
imageRUNNER
ADVANCE
Serial
Number
6P663830
EXHIBIT B
SCHEDULE OF BILLING RATES
C3 Office Solutions Page B-1
CUSTOMER CARE MAINTENANCE AGREEMENT
OfficeSolutions
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36
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Contractor's indemnification of City, and
prior to commencement of Work, Contractor shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Contractor
agrees to provide insurance in accordance with requirements set forth here. If
Contractor uses existing coverage to comply and that coverage does not meet
these requirements, Contractor agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Contractor shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury
by disease in accordance with the laws of the State of California, Section
3700 of the Labor Code.
Contractor shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
B. General Liability Insurance. Contractor shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, one million dollars ($1,000,000) general aggregate. The
policy shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract
(including the tort liability of another assumed in a business contract) with
no endorsement or modification limiting the scope of coverage for liability
assumed under a contract.
C. Automobile Liability Insurance. Contractor shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Contractor
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
C3 Office Solutions Page C-1
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Contractor or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Contractor hereby waives its own right of
recovery against City, and shall require similar written express waivers
from each of its Subcontractors.
B, Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but
not including professional liability, shall provide or be endorsed to provide
that City and its officers, officials, employees, and agents shall be included
as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or self-
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Contractor shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along with
a waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance
certificates and endorsement must be approved by City's Risk Manager
prior to commencement of performance. Current certification of insurance
shall be kept on file with City at all times during the term of this
Agreement. City reserves the right to require complete, certified copies of
all required insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Contractor sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Contractor, City and Contractor may renegotiate
Contractor's compensation.
63 Office Solutions Page C-2
C. Enforcement of Agreement Provisions. Contractor acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Contractor of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type.
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non -Compliance. If Contractor or any Subcontractor
fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Contractor's right to proceed until
proper evidence of insurance is provided. Any amounts paid by City shall,
at City's sole option, be deducted from amounts payable to Contractor or
reimbursed by Contractor upon demand.
G. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies, City assumes
no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to
involve City.
H. Contractor's Insurance. Contractor shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the Work.
C3 Office Solutions Page C-3