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Home My WebLink About2006-307 RESOLUTION NO. 2006-307 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SA BERNARDINO AUTHORIZING THE EXECUTION OF VENDOR SERVICE AGREEMENTS FOR THE PROVISION OF PHOTOCOPIER EQUIPMENT, SUPPLIE AND MAINTENANCE WITH THE FOLLOWING VENDORS: ADVANCED COP SYSTEMS; CANON BUSINESS SOLUTIONS; BURTRONICS BUSINESS SYSTEMS; IKON OFFICE SOLUTIONS; TOSHIBA AMERICA BUSINESS SOLUTIONS; KONICA-MINOL T A BUSINESS SOLUTIONS AND XEROX CORPORATION. 3 4 5 6 7 WHEREAS, CITY has need for Photocopier Equipment, Supplies, Maintenance an 8 service, and, 9 WHEREAS, the CITY'S Municipal Code authorizes purchases from a vendor 0 10 11 manufacturer which, through the City's bidding procedure, or other California government 0 12 governmental agency's bidding procedure has established a price at which such a vendor 0 13 manufacturer is willing to sell to the City. 14 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF 15 SAN BERNARDINO AS FOLLOWS: 16 17 SECTION 1. Advanced Copy Systems; Canon Business Solutions; Burtronics Business 18 Systems; Ikon Office Solutions; Toshiba America Business Solutions; Konica-Minolta Business 19 Solutions, and Xerox Corporation were the most responsive bidders for the copier replacement 20 program bid, awarded by the County of San Bernardino (RFQ-G47) on April 11, 2006. Copy of 21 22 said RFQ, County staff report and bid analysis are attached to this resolution and incorporated 23 herein as Exhibit "A". Under the terms ofthis purchase, the City Manager or his designee is 24 hereby authorized to execute Vendor Services Agreements, a copy of which is attached and 25 incorporated herein as Exhibit "B", and the Finance Department is hereby authorized and 26 directed to issue annual Purchase Orders for three (3) years for FY 2006-07 through FY 2008-09, 27 with an option oftwo one-year extensions (FY 2009-10 and FY 2010-11) to the seven (7) above 28 mentioned vendors. 2 5 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SA BERNARDINO AUTHORIZING THE EXECUTION OF VENDOR SERVICE AGREEMENTS FOR THE PROVISION OF PHOTOCOPIER EQUIPMENT, SUPPLIE AND MAINTENANCE WITH THE FOLLOWING VENDORS: ADVANCED COP SYSTEMS; CANON BUSINESS SOLUTIONS; BURTRONICS BUSINESS SYSTEMS' IKON OFFICE SOLUTIONS; TOSHIBA AMERICA BUSINESS SOLUTIONS' KONICA-MINOLTA BUSINESS SOLUTIONS AND XEROX CORPORATION. 3 4 6 7 SECTION 2. This contract and any amendment or modification thereto shall not take 8 9 effect or become operative until fully signed and executed by the parties and no party shall be 10 obligated hereunder until the time of such execution. No oral agreements, amendments, 11 modifications or waivers are intended or authorized and shall not be implied from any other 12 course of conduct of any party. 13 14 SECTION 3. The authorization to execute the above-referenced Agreements and 15 Purchase Orders are rescinded if not issued within ninety (90) days ofthe passage of this 16 resolution. 17 III 18 19 III 20 III 21 22 III 23 24 25 26 27 28 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF S BERNARDINO AUTHORIZING THE EXECUTION OF VENDOR SERVICE 3 AGREEMENTS FOR THE PROVISION OF PHOTOCOPIER EQUIPMENT, SUPPLIE 4 AND MAINTENANCE WITH THE FOLLOWING VENDORS: ADVANCED COP SYSTEMS; CANON BUSINESS SOLUTIONS; BURTRONICS BUSINESS SYSTEMS; 5 IKON OFFICE SOLUTIONS; TOSHIBA AMERICA BUSINESS SOLUTIONS; KONICA-MINOL T A BUSINESS SOLUTIONS AND XEROX CORPORATION. 6 7 I HEREBY CERTIFY that the foregoing resolution was duIy adopted by the Mayor and 8 Common Council of the City of San Bernardino at a joint regular meeting thereof, 9 held on the 5th day of September ,2006, by the following vote, to wit: 10 11 Council Members: ESTRADA 12 BAXTER 13 VACANT 14 DERRY 15 KELLY 16 JOHNSON McCAMMACK AYES NAYS ABSTAIN ABSENT x ~ x 17 ----"----- ----"----- ~ 18 ~h~ 19 20 The foregoing resolution is hereby approved this 7fA- day of Se tember 2006. ~::'_'k' M'''''~ T= City of San Bernardino 21 22 23 24 25 roved as to fo ]-- 26 es F. Penman, City Attorney 27 28 2006-307 , 'REQUE~T FOR PROPOSAL COUNTY OF SAN BERNARDINO PURCHASING DEPARTMENT Materials andlor Services: Copiers & Facsimile Machines To Be Delivered To: Countywide Exhibit A Date: 11115/05 Proposal No. G47 Page No.1 of 25 Pages Submit each individual proposal in separate sealed envelope with proposal number marked on outside to: County Purchasing Agent 777 .~ast Rlalto Avenue San Bernardino, CA 92415-0760 BEFORE: 2:00 p.m., Wednesday, February1, 2006 For further information, call: Bill Brock, C.P.M., A.P.P. Deputy Purchasing Agent (909) 387-2464 INSTRUCTIONS AND CONDITIONS 1. AU prices and notations must be typewritten or printed in ink. No erasures permitted. Mistakes may be crossed out and corrections made adjacent. and must be initialed in ink by person signing quotation. 2. State brand. or make, on each item. If quoting an article exactly as specified. the words "or equal~ must be stricken oul by the vendor. If quoting on other than make, model or brand specified, the manufacturer's name and the catalog number must be given. or descriptive cut and information altached to the quotation. 3. Quote on each item separately. Prices should be stated in units specified herein. 4. Each quotation must be in separate sealed envelope with proposal number on outside. and must be received by County Purchasing Agent, 777 East Rialto Avenue, San Bernardino, CA 92415-0760 not later than the hour and day specified hereon, at which time it will be publicly opened and read. 5. Time of delivery is a part of the consideration and must be stated in definite terms, and must be adhered to. If time varies on different items. the vendor shall so state in the column provided. opposite each item. 6. Terms of less than 30 days for cash discount will be considered as net. 7. All quotations must be signed with the firm's name and by a responsible officer or employee. Obligations assumed by such signatures must be fulfilled. 8. Unless othelWise definitely specified. the prices quoted herein do not include California Sales Tax. 9. No charge for packing. drayage, or for any other purpose will be allowed over and above the prices quoted on this sheet. 10. The right is reserved, unless otherwise stated, to accept or reject any or all quotations, or any part thereof. either separately Ol" as a whole, or to waive any informality in a proposal. 11. The County recognizes that price is only one of several criter-ia to be used in judging a product or service. and the County is not legally bound to accept the lowest quote. 12. Samples of items, when required. must be furnished free of expense to the County; and if not destroyed by tests, will upon request be returned at vendor's expense. 13. In case of default by the vendor. the County of San Bernardino may procure the articles or service from other sources and may deduct from unpaid balance due the vendor, or may collect against the bond of surety. or mall bill for excess costs so paid, and the prices paid by the County of San Bernardino shall be considered the prevailing market prices paid at the time such purchase is made. 14. Cost of transportation, handling. andlor inspection on deliveries, or offers for delivery, which do not meet specifications. will be for the account of the vendor. 15. The vendor shall hold the County of San Bernardino. its officers, agents, servants ,and employees, harmless and defend same from liability of any nature or kind on account of use of any copyright, or uncopyrighted composition, secret process, patented or unpatented invention, article, or appliance furnished or used under this quotation. 16. Neither party will be held liable for failure or delay in fulfillment if hindered or prevented by fire, strikes, or Acts of God. (Force Majeure) 17. Quotations are subject to acceptance at any time within 60 days after opening of same, unless otherwise stipulated. 18. Verify your quotations before submission, as they cannot be withdrawn or corrected after being opened. 19. RETURN THIS SHEET WHETHER OR NOT YOU QUOTE A PRICE. I'you do not quote, state your reason; otherwise your name may be removed from the mailing list. 20. Accounts paid for transportation of property to the County of San Bernardino are exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee as San Bernardino County, as such papers may be accepted by the carrier as proof of the exempt character of the shipment. 21. To be considered, each vendor must have an approved Vendor Application on file with the Purchasing Department Vendors must have registered online through the County Web site www sbcountv.aov . 22. The Vendor agrees to comply with Executive Orders 11246, 11375, 11625, 12138,12432,12250, Title VII of the Civil Rights Act of 1964, the California Fair Employment Practice Act, Equal Employment Opportunity, San Bernardino County Emerging Small Business Enterprise program, and other applicable Federal, State, and County laws, regulations, and policies relating to equal employment and contracting opportunities, including laws and regulations hereafter enacted. The articles covered by the quotation must conform with safety orders of OSHA, CAlOSHA and/or NIOSHA, and OSH-POD. 23. Assignment of the contract by the vendor to other suppliers/contractors must be approved by the Purchasing Agent. 24. Prevailing Wages: Where labor is required for public work as a part of any requirements covered by this request for proposal, pursuant to the provisions of the labor Code of the State of California, contractor shall pay no less than . those minimum wages. 25. Conflict of Interest: Your signature hereon certifies that no County employee, whose position in the County service enables them to innuence any award of your offer or any competing offer, shall have any direct or indirect financial interest in any transaction resulting from this request for proposal. 26. Vendors making delivery or providing services on County premises shall carry liability insurance and Worker's Compensation coverage in accordance with the County's Standard Practice requirements. IMPORTANT: Place signed proposal in envelope, seal envelope and show proposal number on outside. Return proposal to the County Purchasing Agent, 777 East Rlalto Avenue, San Bernardino. CA 92415-0760 PRICES QUOTED F.O.8. DESTINATION UNLESS OTHERWISE STATED. The following must be filled in by the contractor In submitting his proposal: Date Delivery will be made In from receipt of order unless otherwise noted. Cash Discount Terms days Signed By Company Address City & State Telephone No. ( Zip . County of San Bernardino 12120/05 Request for Proposal Copier & Facsimile Machines 2006-307 G47 Due 02/01106 TABLE OF CONTENTS I. INTRODUCTION.......................................................................... ......... ..... ....... ..........1 A. Purpose B. Period of Contract C. Minimum Proposer Requirements D. Mandatory Proposal Conference E. Correspondence F. Proposal Submission Deadline II. PROPOSAL TIMELINE .................................................. .............. ........................ ........2 lII. PROPOSAL CONDITIONS.... .................................... .... .............. ............ .......... ......... ...2 A. Contingencies B. Modifications C. Proposal Submission D. Incurred Costs IV. GENERAL REQUIREMENTS................ ......... ................ ....................................... ........2 A. Background B. Scope of Contract C. CopierlFacsimile Machine Maintenance V. CONTRACT REQUIREMENTS........................................ ........ ...... ..... ..... ......................6 A. Improper Consideration B. Inaccuracies or Misrepresentations C. Employment of Former County Officials D. Child Support Compliance E. Right to Monitor and Audit Provisions F. Indemnification and Insurance Requirements VI. PROPOSAL SUBMISSION ............................. ............ ............. ................................ .....9 A. General B. Proposal Presentation C. Proposal Format VII. PROPOSAL EVALUATION & SELECTION ....................................................................13 A. Evaluation Process B. Evaluation Criteria C. Contract Award D. Disputes Relating to Proposal Process and Award VIII. APPENDICES & ATTACHMENTS ..............................................................................16 A. Appendix A - California Public Records Act B. Appendix B - Bid Checklist C. Attachment A - Photocopier Equipment Matrix D. Attachment B - Service Technician List by Service Zone E. Attachment C - Service Technician List by Equipment Model F. Attachment D - Purchase Pricing Sheet G. Attachment E - Rental Pricing Sheet " 'County of San Bernardino 12/20/05 Request for Proposal Copier & Facsimile Machines G47 Due 02/01/06 2006-307 I. INTRODUCTION A. Purpose: The County of San Bernardino, hereafter referred to as the "County", is seeking proposals from interested and qualified companies to provide photocopier and facsimile equipment on a purchase, monthly rental or lease-purchase basis and to provide maintenance and service for same equipment throughout the County. This Request for Proposal (RFP) is being released to identify, pre-qualify, and establish contracts with vendors for the aforementioned products and services. B. Period of Contract: The term of this contract will be for five (5) years, beginning April l, 2006 or thereabouts and ending March 31, 201 l, unless terminated earlier as provided in this RFP. C. Minimum Vendor Requirements: All vendors responding to this RFP must: I. Have a representative in attendance at the mandatory pre-proposal conference as referenced in this RFP. 2. Have specific expertise in providing sales, service and technical support for photocopier and/or facsimile equipment. 3. Have no documented record of unsatisfactory performance or breach of contract. 4. Meet the participation requirements listed in this RFP. 5. Sell a brand(s) of equipment from a manufacturer(s) which is either ISO-9001 certified or is a Malcolm Baldridge Award recipient. Proof of such certification or award is to be submitted with proposal. D. Mandatory Pre-Proposal Conference: A mandatory Pre-Proposal Conference will be held at the San Bernardino County Purchasing Department, General Services Building, Public Conference Room, 777 E. Rialto Ave., San Bernardino, CA. at 2:00 p.m. on Wednesday, January II, 2006. Attendance at the conference is mandatorv. No proposal will be accepted from any vendor who fails to attend the Pre-Proposal Conference. The County may issue an addendum to the RFP after the Pre-Proposal Conference if the County considers that additional clarifications are necessary. Only vendors represented at this conference will receive addenda. Questions regarding the contents of this RFP must be submitted in writing by Wednesday, November 23,2005, one week prior to the mandatory Pre-Proposal Conference and be directed to the address listed below. All questions will be answered and copies of both questions and answers will be distributed to all Pre-Proposal Conference attendees. E. Correspondence: All correspondence, including proposals, are to be submitted to: County of San Bernardino Purchasing Department Bill Brock, Deputy Purchasing Agent 777 E. Rialto Ave. San Bernardino, CA 92415-0760 Attn: RFP G47 F. Proposal Submission Deadline: All proposals must be received at the address listed above no later than 2:00 p.m. on Wednesday, February 1, 2006. Facsimile or electronically transmitted proposals will not be accepted since they do not contain original signatures. Postmarks will not be accepted in lieu of actual receipt. Late or incomplete proposals will not be opened and considered. County of San Bernardino 12/20/05 Request for Proposal Copier & Facsimile Machines 047 Due 02/01/06 2006-307 II. PROPOSAL TIMELINE 1. Release ofRFP G47 Tuesday, December 20, 2005 2. Deadline for submission of questions Monday, January 9, 2006 3. Mandatory Pre-Proposal Conference 2:00 p.m. Wednesday, January II, 2006 4. Deadline for proposals 2:00 p.m. Wednesday, February 1,2006 5. Tentative date for awarding of contract(s) March 2006 III. PROPOSAL CONDITIONS A. Contingencies: Funding for this program is contingent on availability offunds. This RFP does not commit the County to award a contract. The County reserves the right to accept or reject any or all proposals if the County determines it is in the best interest of the County to do so. The County will notify all Vendors, in writing, if the County rejects all proposals. B. Modifications: The County reserves the right to issue addenda or amendments to this RFP. C. Proposal Submission: To be considered, all proposals must be submitted in the manner set forth in this RFP. It is the Vendor's responsibility to ensure that their proposal arrives on or before the specified deadline for submission. Proposals received after the deadline will be marked "LATE" and will receive no further consideration. D. Incurred Costs: This RFP does not commit the County to pay any costs incurred in the preparation of a proposal in response to this request. Vendor agrees that all costs incurred in developing this proposal and any other related material provided is the Vendor's responsibility. IV. GENERAL REQUIREMENTS A. Background: San Bernardino County encompasses 20,160 square miles, the largest county in the continental United States. It borders Los Angeles, Riverside and Kern Counties and the States of Arizona and Nevada. Current population is over 2 million, the majority of which are located in the southwest portion of the County. In order to provide adequate service to its citizens, the County has offices located throughout the County, often separated by extensive distances. B. Scope of Contract: I. Purpose: To provide photocopier and facsimile equipment on a purchase, monthly rental, and lease-purchase basis and to provide maintenance for purchased equipment, to be furnished on contract throughout the County. All such equipment provided to the County must be!!.ID.!. Used, re-conditioned or "newly remanufactured" equipment is unacceptable to the County's needs. The County currently spends approximately 3.5 million dollars ($3,500,000) per year on copiers, facsimile machines, copier & fax supplies and maintenance of copiers and fax machines. , County of San Bernardino 12/20/05 Request for Proposal Copier & Facsimile Machines 047 Due 02/01/06 2006-307 2. Orders: Orders against a resultant contract may be made periodically by the issuance of separate purchase orders. In the case of monthly maintenance agreements and monthly rentals, blanket purchase orders will be issued per department or per piece of equipment and individual withdrawals will be made as needed against the blanket purchase order(s). Vendors responding to this RFP agree to accept the County's standard Purchase Order. There is no specified number of units which will be ordered by the County during the term of the contract, nor is there any guarantee that an awarded vendor will receive any orders from County departments. Any resultant contract is merely a "hunting license" allowing the awarded vendor the opportunity to supply the County with the types of equipment requested in this RFP. User departments will be allowed to order operating supplies such as toners, developers etc., directly from the vendor(s). Vendors responding to this RFP who have Internet ordering for supplies or other ED! capabilities are asked to provide information on the Internet ordering procedure, 3, Copiers: The majority of copiers in use by the County have at least these basic features: Automatic Document Feeder, Auto Duplex, Finisher, Stapler. The County considers this to be a Basic Model. Vendors are to quote copiers with these basic features as well as list any other standard features for each model they bid. In addition, vendors should provide pricing for any other options which they feel would be of interest, such as scanning. printing, large paper decks, hole punch, etc. 4. Delivery and Set-Up: Vendor must make delivery of all copiers and facsimile machines within thirty (30) days of receipt of order. Seller will deliver and set-up copier or facsimile machine on site at the location specified by the County. Delivery in excess of thirty days does not meet the County's requirements and will not be considered. Seller must make delivery of any copier or facsimile supplies, including but not limited to, toners, developers, etc., within twenty-four (24) hours of receipt of an order placed by a user department. 5. Training: The Vendor will provide all training as required at no extra charge to County personnel. 5. Digital Prodncts: All vendors wishing to provide digital products on this bid must have adequate technical staffing to advise, configure, and set up LAN installations. 6. Supplies: The Vendor will make available with the order for equipment, a start-up kit of supplies, so that the copier or facsimile machine may be set up for immediate use. All maintenance agreements and monthly equipment rentals are to include all operating supplies, inclnding but not limited to Toners, Developers and Drums. This provision excludes Paper and Staples. 7. Returned Merchandise: Vendor agrees to give full credit on returned merchandise resulting from Vendor or Manufacturer errors. Awarded vendor(s) agree to stock lift any copier and/or facsimile machine toners for their proposed brand(s) from the County's Central Stores. Vendor shall issue the County full credit at the Coimty's acquisition cost. Credit for stock lifted merchandise shall be made in the form of a check made payable to the County. The County shall not be charged any re-stocking fees for any returned merchandise. 8. Participation: The County desires that any Counties, Municipalities, School Districts, and other Tax Districts within the State of California requiring copiers, facsimile machines and maintenance of same, may at their option and through the County Purchasing Agent, avail themselves of the contract(s) resulting from this proposal. Upon notice, in writing, the Seller agrees to the extension of the terms of a resultant contract with such Governmental bodies as though they have been expressly identified in this bid, with the provision that: "..".,.,. County of San Bernardino 12/20/05 Request for Proposal Copier & Facsimile Machines G47 Due 02/01/06 2006-307 (a) Such Governmental body does not have and will not have in force any other contract for like purchases. (b) Such Governmental body does not have under consideration for award any other bids or quotations for like purchases. (c) Such Governmental body shall make purchases directly through the Vendor and make payment directly to the vendor. The County will not be liable for any such purchase made between the Seller and another Governmental body who avails themselves of this contract. 9. Notice of Cancellation: The County reserves the right to cancel the contract in its entirety with a thirty (30) day written notice of cancellation in the event the Vendor does not perform service in a satisfactory manner. The County and the Vendor each reserve the right to cancel the contract, for any reason, with a sixty (60) day written notice of cancellation. . 10. Subcontractors: There shall be no subcontracting nor joint venture of any services, marketing, or other activities by the Vendor unless specifically approved in advance in writing by the County Purchasing Department. The Vendor shall act as the single principal for all products and services in this contract. This requires a single point of contact representing the Vendor. 11. Terms Definitions: The following are the County's definitions. These definitions only apply to copiers. (a) Rental: Rental on a month to month basis, which can be terminated at any time with or without Due Cause. Due Cause for termination shall include, but not be limited to, failure to deliver in quantities required within required lead times, failure of the product(s) to meet specifications and/or for reasons of unsatisfactory service. Rentals are generally for thirty-six (36) month terms. Earlv termination penalties mav onlv be assessed when rental is terminated without Due Cause. The County will only agree to the following early termination penalties; If termination occurs within: 0-12 Months -no greater than three (3) times base rental payment. 13-24 Months - no greater than two (2) times base rental payment. 25-36 Months -no greater than one (I) times base rental payment. All Rental agreements that extend over any fiscal year must contain a clause that the agreement can be cancelled at any time if funds have not been appropriated for the new fiscal year. Such termination shall not include any early termination penalties. . County departments will be allowed to upgrade any equipment on an existing rental agreement mid-term with the same vendor without being assessed any penalties. The Vendor assumes all responsibility for any property taxes on equipment provided to the County under the Rental program. The County does not own the equipment, but is merely renting it for a fixed time period. All vendors wishing to be considered for this contract must submit a Rental program as part of their proposal. NO Third Party rentals will be considered. , County of San Bernardino 12/20/05 Reqnest for Proposal Copier & Facsimile Machines G47 Due 02/01/06 2006-307 (b) Lease-Purchase: Any Third-Party agreement where title transfers to the County at the end of the term, whether or not there is a buyout cost associated with such transfer of title. All Lease-Purchases of equipment purchased under this contract shall be snbject to the County's Master Lease Agreement. No other Lease-Purchase agreement will be permitted. Therefore, vendors are not to bother with the details of providing a Lease-Purchase program to the County. 12. Award of Contract: Vendors are advised that the lowest cost proposal will not necessarily be awarded the contract, as the selection will be based upon best meeting the needs of the County, so determined by an Evaluation Team and the Purchasing department. Contract awards will require approval by the San Bernardino County Board of Supervisors. C. Copier Maintenance: Applies to both purchased and rented equipment. 1. Service Calls: Tools, equipment and skill used in the accomplishment of needed service will comply with equipment manufacturer's specifications. The service representative shall have the training and experience level to perform prompt, efficient and accurate service on each type and model of equipment for which the Vendor is responsible. Service calls are unlimited and will be performed during normal business hours. All service personnel must provide proper photo identification in order to be allowed access to County facilities. 2. Parts: All replacement parts will meet the original equipment manufacturer's specifications. No used parts will be installed. OEM parts only are allowed. 3. Service Areas: Maintenance is divided into five (5) zones as noted below. The County expects timely service to be provided to each zone by awarded vendor(s). The County defines "timely service" as eight (8) hours or less. Maintenance is to be provided to all zones. ZONE I: San Bernardino, Colton, Rialto, Fontana, Redlands, Lorna Linda, Yucaipa and Mentone. ZONE 2: Big Bear, Crestline, Twin Peaks, Lake Arrowhead, Running Springs and Wrightwood. ZONE 3: Ontario, Rancho Cucamonga, Chino, Upland and Montclair. ZONE 4: Morongo Valley, Joshua Tree and Yucca Valley. ZONE 5: Victorville, Hesperia, Apple Valley, Barstow, Needles and remainder of High Desert locations. 4. Response Time: Under normal circumstances, response time for service requests will not be longer than eight (8) business hours. The County expects service calls to be performed within two (2) to four (4) hours on the average. (For example: If a service call is placed in the A.M., the County will expect a service technician to arrive at the requesting location in the P.M. and the equipment to be operational within 2 to 4 hours from the time the service call was placed.) Any delay for service in excess of eight (8) hours shall be coordinated at the time of the service request and Vendor will provide a written report to Purchasing as to why the delay occurred. Some County departments, due to the nature of their operations, require service personnel to be available twenty- four (24) hours a day, seven (7) days per week. Vendors are to provide a contact person and phone number for emergencies during times other than normal business hours. The County departments primarily affected by this requirement are as follows: County of San Bernardino 12/20/05 2006-307 Request for Proposal Copier & Facsimile Machines G47 Due 02/01/06 Information Services Department - Network Services Division 777 E. Rialto Ave. San Bernardino, CA 92415 Information Services Department - Technology Operations 670 East Gilbert Street San Bernardino, CA 92415 San Bernardino County Office of Emergency Services 1743 Miro Way Rialto, CA 92376 San Bernardino County SherIffs Department Locations throughout the County 5. Loaner Machines: If contract equipment is unrepairable within sixteen (16) business hours (two business days), a loaner machine will be provided to the user department within eight (8) additional business hours at no additional charge to the County. 6. Maintenance Records: The Vendor shall provide and maintain a "Maintenance History Record" for each machine. This record shall contain the following information: Model Number, Serial Number, Date placed into service, Date and Description of each service call, Date of inspection and initials of the Vendor's Service Technician. An inspection and service acknowledgement will be furnished to the County for each visit, to be left with the using department. 7. Billing of Maintenance: The County will pay maintenance on a monthly, quarterly or annual basis, per department preference. The County will only pay per copy charges in arrears. 8. AdditionslDeletions to Maintenance: The County reserves the right to add/delete equipment to/from the contract as necessary. The Vendor will provide additions/deletions to maintenance on a monthly basis. 9. Insurance: All vendors providing services to the County must have Certificates of Iosurance on file in the Purchasing Office. 10. Warranty: The Vendor shall provide warranty information for each model of equipment purchased by the County. All warranties shall include replacement of all parts, including Drums, under the Maintenance Agreement and shall include the replacement of equipment if necessary. 11. Exclusions: Repairs for damage or loss caused by any other than normal and reasonable use shall not be covered by this contract. Written estimates for work required for the aforementioned reasons will be submitted in advance by the Vendor to the user department prior to the work being performed. Authorization for said repairs shall be a separate Purchase Order or a Purchase Request (PR) Number issued by the Purchasing Department. COllllty of San Bernardino 12/20/05 Request for Proposal Copier & Facsimile Machines G47 Due 02/01/06 2006-307 V. CONTRACT REQUIREMENTS All Vendors will be required to fulfill the standard Contract requirements for the County. A. Improper Consideration Vendor shall not offer ( either directly or through an intermediary) any improper consideration such as, but not limited to, cash, discounts, service, the provision of travel or entertainment, or any items of value to any officer, employee or agent of the County in an attempt to secure favorable treatment regarding the award of this proposal. The County, by written notice, may immediately terminate any contract resulting from this proposal process if it determines that any improper consideration as described in the preceding paragraph was offered to any officer, employee or agent of the County with respect to the proposal and award process. This prohibition shall apply to any amendment, extension or evaluation process once a contract has been awarded. Vendor shall immediately report any attempt by a County officer, employee or agent to solicit ( either directly or through an intermediary) improper consideration from Vendor. The report shall be made to the supervisor or manager charged with supervision of the employee or to the County Administrative Office. In the event of a termination under this provision, the County is entitled to pursue any available legal remedies. B. Inaccuracies or Misrepreseutations If in the course of the RFP process or in the administration of a resulting contract, County determines that Vendor has made a material misstatement or misrepresentation or that materially inaccurate information has been provided to the County, Vendor may be terminated from the RFP process or in the event a contract has been awarded, the contract may be immediately terminated. C. Employment of Former County Officials Provide information on former County of San Bernardino administrative officials (as defined below) who are employed by or represent your business. The information provided must include a list of former County administrative officials who terminated County employment within the last five years and who are now officers, principals, partners, associates or members of the business. This list should also include the employment and/or representative capacity and the dates these individuals began employment with or representation of your business. For purposes of this section, "County administrative official" is defined as a member of the Board of Supervisors or such officer's staff, County Administrative Officer or member of such officer's staff, County department or group head, assistant department or group head, or any employee in the Exempt Group, Management Unit or Safety Management Unit. Failure to provide this information may result in the response to the Request for Proposal being deemed non- responsive. D. Right to Audit and Monitor Provisions I. Right to Monitor County shall have absolute right to review and audit all records, books, papers, documents, corporate minutes, and other pertinent items as requested, and shall have absolute right to monitor the performance of Vendor in the delivery of services provided under this Agreement. Full cooperation shall be given by Contractor in any auditing or monitoring conducted. Vendor shall cooperate with County in the implementation, monitoring and evaluation if this agreement and comply with any and all reporting requirements established by the County. ,- County of San Bernardino 12/20/05 Request for Proposal Copier & Facsimile Machines G47 Due 02/0 lI06 2006-307 2. Availability of Records All records pertaining to service delivery and all fiscal, statistical and management books and records shall be available for examination and audit by County, State and Federal representatives for a period of three years after final payment under the Contract or until all pending County, State and Federal audits are completed, whichever is later. Program data shall be retained locally (in the County) and made available upon request or turned overto the County. If said records are not made available at the scheduled monitoring visit, Contractor may, at County's option, be required to reimburse County for expenses incurred due to required rescheduling of monitoring visit(s). Such reimbursement will not exceed $50.00 per hour (including travel time) and be deducted from the following month's claim for reimbursement. Records of the Vendor which do not pertain to the program shall not be subject to audit unless provided for in another agreement. 3. Assistance by Vendor Vendor shall provide all reasonable facilities and assistance for the safety and convenience of County's representative in the performance of their duties. All inspections and evaluations shall be performed in such a manner as will not unduly delay the work of the Contractor. E. Indemnification and Insurance Requirements 1. Iudemnification The Vendor agrees to indemnify, defend and hold harmless the County and its authorized officers, employees, agents and volunteers from any and all claims, actions, losses, damages and/or liability arising out of this contract from any cause whatsoever, including the acts, errors or omissions of any person and for any costs or expenses incurred by the County on account of any claim therefore, except where such indemnification is prohibited by law. 2. Insurance Without in any way affecting the indemnity herein provided and in addition thereto, the Vendor shall secure and maintain throughout the contract the following types of insurance with limits as shown: a. Workers' Compensation - A program of Workers' Compensation insurance or a State- approved Self- Insurance Program in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employer's Liability with $250,000 limits, covering all persons providing services on behalf of the Contractor and all risks to such persons under this Agreement. If Contractor has no employees, it may certify or warrant to County that it does not currently have any employees or individuals who are defined as "employees" under the Labor Code and the requirement for Workers' Compensation coverage will be waived by the County's Risk Manager. With respect to Contractors that are non-profit corporations organized under California or Federal law, volunteers for such entities are required to be covered by Workers' Compensation insurance. If the County's Risk Manager determines that there is no reasonably priced coverage for volunteers, evidence of participation in a volunteer insurance program my be substituted. b. Comprehensive General and Automobile Liability Insurance - This coverage to include contractual coverage and automobile liability coverage for owned, hired and non-owned vehicles. The policy shall have combined single limits for bodily injury and property damage of not less than one million dollars ($1,000,000). Coun~y of San Bernardino 12120/05 2006-307 Request for Proposal Copier & Facsimile Machines G47 Due 02101/06 3. Additional Named Insured All policies, except for the Workers' Compensation, Errors and Omissions and Professional Liability policies, shall contain additional endorsements naming the County and its officers, employees, agents and volunteers as additional named insured with respect to liabilities arising out of the performance Of services hereunder. 4. Waiver of Subrogation Rights Vendor shall require the carriers of the above required coverage's to waive all rights of subrogation against the County, its officers, employees, agents, volunteers, contractors and subcontractors. 5. Policies Primary and Non-Contributory All policies required above are to be primary and non-contributory with any insurance or self-insurance programs carried or administered by the County. 6. Proof of Coverage Vendor shall immediately furnish certificates of insurance to the County department administering the contract evidencing the insurance coverage, including endorsements required above, prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) days written notice to the department. Vendor shall maintain such insurance from the time Vendor commences performance of services hereunder until the completion of such services. Within sixty (60) days of the commencement of this Agreement, the Vendor shall furnish certified copies of the policies and all endorsements. 7. Insurance Review The above insurance requirements are subject to periodic review by the County. The County's Risk Manager is authorized, but not required, to reduce or waive any ofthe above insurance requirements whenever the Risk Manager determines that any of the above insurance is not available, is unreasonably priced, or is not needed to protect the interests of the County. In addition, if the Risk Manager determines that heretofore unreasonably priced or unavailable types of insurance coverage or coverage limits become reasonably priced or available, the Risk Manager is authorized, but not required, to change the above insurance requirements, to require additional types of insurance coverage or higher coverage limits, provided that any such change is reasonable in light of past claims against the County, inflation, or any other item reasonably related to the County's risk. Any such reduction or waiver for the entire term of the Agreement and any change requiring additional types of insurance coverage or higher insurance coverage limits must be made by amendment to this Agreement. Contractor agrees to execute any such amendment within thirty (30) days of receipt. VI. PROPOSAL SUBMISSION A. General I. All interested and qualified Vendors are invited to submit a proposal for consideration. Submission of a proposal indicates that the vendor has read and understands this entire RFP, including all appendices, attachments, exhibits, schedules and addendum (as applicable) and all concerns regarding this RFP have been satisfied. 2. Proposals must be submitted in the format described in the following section. Proposals are to be prepared in such a way as to provide a straightforward, concise description of capabilities to satisfy the requirements of this RFP. Expensive bindings, colored displays, promotional materials, etc. are not necessary nor desired. Emphasis should be concentrated on conformance to the RFP instructions, responsiveness to the RFP requirements, and on completeness and clarity of content. County of San Bernardino 12120105 Request for Proposal Copier & Facsimile Machines G47 Due 02/01/06 2006-307 2. Proposals must be complete in all respects as required in this section. A proposal may no't be considered if it is '. conditional or incomplete. 4. All proposals submitted become the property of the County and are subject to the "California Public Records Act", Appendix A. 5. Proposals must be received no later than 2:00 p.m. on Wednesday, February 1st, 2006 at: County of San Bernardino Purchasing Department 777 E. Rialto Ave. San Bernardino, CA 92415-0760 ATTN: RFP G47 B. Proposal Presentation I. An original bound and ten (10) unbound copies of the written proposal are required. 2. The package containing the original and copies must be sealed and marked with the Vendor's name and "CONFIDENTIAL - PhotocopylFacsimile Equipment RFP G47". 3. All proposals should be submitted on 8 y," X I I" recycled paper with double sided printing, unless specifically shown to be impractical, with no less than y," top, bottom, left and right margins. Proposals must be typed or prepared with word processing equipment and double-spaced. Typeface must be no more than 12 characters per inch. Each page, including attachments and exhibits, must be clearly and consecutively numbered at the bottom center of the page. C. Proposal Format Response to this Request for Proposal must be in the form of a proposal package submitted in the following format: 1. Cover Page - Submit Request for Proposal coversheet and a letter, on letterhead stationary, signed by duly authorized officer, employee, or agent of the organization/firm submitting the proposal that must include the following information: a. A statement that the proposal is submitted in response to the Request for Proposal Photocopier Equipment and Facsimile Machines RFP G47. b. A statement indicating which individuals, by name, title, address and phone number, are authorized to negotiate with the County on behalf of the organization. c. A statement certifying that the undersigned, under penalty of peljury, is an agent authorized to submit proposals on behalf of the organization/firm. 2. Statement of Certification - Include the following in this section of the proposal: a. A concise statement of the services proposed. b. A statement that the offer made in the proposal is firm and binding for 120 days from the date the proposal is opened and recorded. County of San Bernardino 12/20/05 Request for Proposal Copier & Facsimile Machines G47 Due 02/01/06 2006-307 c. A statement that all aspects of the proposal, including cost, have been determined independently, without consultation with any other prospective Vendor or competitor for the purpose of restricting competition. d. A statement that all declarations in the proposal and attachments are true and that this shall constitute a warranty, the falsity of which shall entitle the County to pursue any remedy by law. e. A statement that the Vendor agrees that all aspects of the RFP and the proposal submitted shall be binding if the proposal is selected and a contract awarded. f. A statement that the Vendor agrees to provide the County with any other information that the County deems necessary for an accurate determination of the Vendor's ability to perform the services proposed. g. A statement that the prospective Contractor, if selected, will comply with all applicable rules, laws, and regulations. 3. Proposal Description - A detailed description of the proposal being made. a. Proposal should address, but is not limited to all items in Section IV - General Requirements. b. Proposal should include the following: I) Brief synopsis of the Vendor's understanding of the County's needs and how the Vendor plans to meet these needs. This should provide the County's evaluation team a broad understanding of the Vendor's entire proposal. 2) Explain any value added services and/or enhancements that your Company now offers, (for example: the ability for County Departments to order supplies and check the status of pending orders via the Internet). What value enhancements does your Company project to offer in the near future and what are the estimated initiation dates for these enhancements? Does your company offer a volume rebate? Is so, please provide details. 3) Listing of Service Personnel by Zones and the number of trained technicians by model of equipment. Please use the Service Technician List matrix enclosed in the bid packet. 4) Standard terms and conditions for the Vendor's proposed Rental Program. 5) Explanation of any assumptions and/or constraints. 4. Statement of Qualifications - Include the following in this section of the proposal: a. Statement of Qualifications: Vendor shall state the ability to provide Photocopy and Facsimile Equipment on a purchase, rental or lease-purchase basis. Vendor shall also state that they do not have any commitments or potential commitments which may impact their company's assets, lines of credit, guarantor letters, or ability to perform the contract. b. Resumes: Vendor will provide a resume for each individual involved with this Contract who will deal with the County, such as Branch Manager(s), Service Manager(s), Sales Personnel, Service Personnel, Technical Staff, etc. These references are to be for local representation only. Vendor is also to submit the certification of each Service Technician who will be servicing the equipment, including sub-contractor employees. c. References: Vendor will provide a minimum of five (5) references of other public agencies or private corporations of similar size and scope with whom the Vendor has sold and maintained equipment during the last five (5) years. Please include name, address, telephone number, and the quantity and types of copiers and/or facsimile machines. Please include a contact person who the County can call in order to verify the quality of product, service and training your company has provided. County of San Bemardino 12120/05 2006-307 Request for Proposal Copier & Facsimile Machines G47 Due 02/01/06 d, Financial Information: Vendor must provide their company's Organizational Annual Report for the last two years. Vendor must also include independently audited financial statements for the most recently completed fiscal year. If audited financial statements are not available, please provide audited financial statements along with a certification from the owners and the Company's accountant that the information accurately reflects the company's current financial status. If the business is a sole proprietorship, and financial statements are not available, please provide schedule C of the Internal Revenue Service forms as well as a certification from the owner and the accountant that the information accurately reflects the business' current financial status. If reports are not submitted, the vendor may be considered non-responsive. NOTE: Any reasonable inquiry to determine the responsibility of a vendor may be conducted by the County. The submission of a proposal constitutes permission by the Vendor for the County to verify all information contained herein. If the County deems it necessary, additional information may be requested from the Vendor. Failure to comply with any such request may disqualify a vendor from further consideration. Such additional information may include evidence of financial ability to perform. 5. Pricing Proposal - Include in this section the total proposed cost for each standard feature model copier and/or facsimile machine. Vendors are to provide separate quotes for both network compatible and non-networked copiers. Optional features should each be priced separately. Pricing should be provided for both purchases and monthly rentals and should reflect the Vendor's normal prices to the County. The County understands that vendors may, at times, offer special promotional pricing. The County expects to receive the benefit of any such promotional pricing a vendor may offer throughout the year. Do not include Sales Tax in pricing proposals. Vendors are to use the Pricing Sheets (Attachments D and E) included with the bid packet. Pricing proposals for Purchased equipment should also include, as a separate item, monthly maintenance charges for each machine offered. Monthly Maintenance Agreements are to include all service calls, labor, parts, drums and consumable supplies, excluding paper and staples. Vendor shall provide prices for agreements which include 2000, 5000,8,000, 10,000, 15,000,20,0000,25,000 and 30,000 copies per month and shall indicate price per excess copy charges. Pricing proposals for Monthlv Rentals are to include all service calls, labor, parts, drums and consumable supplies, excluding paper and staples. Vendor shall provide prices for Rentals which include 2000, 5000, 8,000, 10,000, 15,000,20,000, 25,000 and 30,000 copies per month and shall indicate price per excess copy charges. Although the above volume bands may be too high for smaller machines or too low for larger machines, for the sake of simplicity, vendors are to follow the above RFP instructions. Copier pricing will be broken out into segments based on the Dataquest segmentation scheme as follows: . Segment PC - up to 12 cpm . Segment I - up to 20 cpm . Segment 2 - 21 to 30 cpm . Segment 3 - 31 to 44 cpm . Segment 4 - 45 to 69 cpm . Segment 5 - 70 to 90 cpm . Segment 6 - 91 cpm & above Approximately ninety-five percent (95%) of the copiers in use by the County fall within the 25 cpm to 65 cpm range. Vendor is to provide a specification sheet for each model of copier and/or facsimile machine. The County understands that technology is constantly changing and being upgraded. For the purpose ofthis RFP, vendors are to bid current models of equipment. County of San Bernardino 12/20105 Request for Proposal Copier & Facsimile Machines G47 Due 02/01106 '2006-307 If a vendor is a distributor of multiple brands, they may bid as many brands as they wish. If bidding multiple brands of equipment, you are to submit one proposal, but each brand of equipment must be bid separately. NOTE: The County of San Bernardino is not interested in GSA or CoMAS contracts. Otherwise the County would not have bothered with the time and expense of issuing this RFP. 6. Material Safety Data Sheets - Vendors responding to this RFP must provide Material Safety Data Sheets for any toners and/or developers which they propose to provide to the County. VII. PROPOSAL EVALUATION AND SELECTION A. Evaluation Process All proposals will be subject to a standard review process developed by the County. The evaluation will be based on the written proposal as submitted, but may include a site visit to the Vendor if deemed necessary by the County's Evaluation Team. B. Evaluation Criteria 1. Initial Review- All proposals will be initially evaluated to determine if they meet the following minimum requirements: a. The proposal must be complete, in the required format, and be in compliance with all the requirements of this RFP. b. Prospective contractors must meet the requirements as stated in the Minimum Proposer Requirements outlined in Section I - C. Failure to meet all of these requirements may result in a rejected proposal. No proposal shall be rejected, however, if it contains a minor irregularity, defect or variation and is determined by the County to be immaterial or inconsequential. In such cases, the Proposer will be notified of the deficiency in the proposal and provided an opportunity to correct the irregularity, defect or variation or the County may elect to waive the deficiency and accept the proposal. 2. Financial Review - All financial data submitted, as part of this proposal, will be reviewed by the Auditor/Controller to determine the financial stability of the Vendor. 3. Technical Review - Proposals meeting the above requirements will be evaluated on the basis of the following criteria: a. Product Quality. Copiers and facsimile machines must be manufactured by an ISO-9001 certified manufacturer. Vendors must show proof of IS0-9001 certification. Malcolm Baldridge award is also acceptable. Equipment warranties will also be considered. b. Quality of Service. Ability to provide products and service in a prompt and timely manner to the entire County, including but not limited to; providing sufficient, qualified, knowledgeable service personnel, technical and training staff and ordered equipment. Availability and ease of ordering needed consumable supplies and replacement parts. Procedures and systems for equipment record keeping. No prior history of chronically poor service or Breach of Contract. c. Pricing Competitiveness. County of San Bernardino 12/20/05 Request for Proposal Copier & Facsimile Machines 047 Due 02/0 1/06 ,2006-307 d, Qualifications and experience in handling accounts of similar size and scope, e, Product Differentiation. Does the vendor offer product technology that is substantially unique or different from that of their competitors? Does the vendor offer any value added services not offered by their competitors? Bidders may be required to provide equipment representative of models they intend furnishing to the County for the purpose of evaluation. If requested, such equipment must be made available within ten (10) days from the date of request. Equipment being evaluated shall be in place for a minimum of five (5) working days. All equipment being evaluated must be provided to the County at no cost for the evaluation period. Vendor is responsible for all costs associated with allowing the County to adequately evaluate the equipment, including delivery, set up, training, demonstrations, supplies (excluding paper), and pickup. Selection will be based on determination of which proposal(s) will best meet the needs of the County and the requirements of this RFP. C. Contract Award Contract(s) will be awarded based on a competitive selection of proposals received. The contents of the proposal of the successful Proposer will become contractual obligations and failure to accept these obligations in a contractual agreement will result in cancellation of the award. Award of contract mayor may not be on an all or nothing basis or by Dataquest segments and technology types (i.e. digital and color). The County reserves the option to make award(s) as it deems to be in the best interest of the County. D. Transition Should a current Contractor not be awarded a new contract under this RFP, copier rentals from the current Contractor shall remain in effect until the normal expiration date of the rental term, at which point the user department shall be required to choose a replacement copier from a Vendor awarded a contract under this RFP. The purpose of this provision is to provide ease of transition to user departments. Current Rentals shall be revised to include consumable supplies. In order for current equipment in the County's inventory to be properly maintained, all maintenance agreements on current equipment shall remain in effect as long as the equipment covered by the maintenance agreement remains in service. Current Maintenance Agreements shall be revised to include consumable supplies. E. Disputes Relating to Proposal Process and Award In the event a dispute arises concerning the proposal process or award of the contract, the party wishing resolution of the dispute shall submit a request in writing to the Director of Purchasing. Vendor may appeal the recommended award or denial of award, provided the following stipulations are met: a. Appeal must be in writing. b. Must be submitted within ten (10) calendar days of the date of the recommended award or denial of award letters, as applicable. An appeal of a denial of award can only be brought on the following grounds: County of San Bemardino 12/20/052006_307 Request for Proposal Copier & Facsimile Machines a. Failure of the County to follow the selection procedures and adhere to requirements specified in the RFP or any addenda or amendments. b. There has been a violation of conflict of interest as provided by California Government. Code Section 87100 et seq. c. A violation of State or Federal law. Appeals will not be accepted for any other reasons than those stated above. All appeals must be sent to: Aurelio De La Torre, Director County of San Bernardino - Purchasing Department General Services Building 777 E. RiaIto Avenue San Bernardino, CA 92415-0760 G47 Due 02/01/06 County of San Bernardino 12/20/05 Request for Proposal Copier & Facsimile Machines G47 Due 02/01/06 '2006-307 California Public Records Act All information submitted in the proposal or in response to request for additional information is subject to disclosure under the provisions of the California Public Records Act, Government Code Section 6250 and following. Responses may contain financial or other data which constitutes a trade secret. To protect such data from disclosure, Vendor should specifically identify the pages that contain confidential information by properly marking the applicable pages and inserting the following notice on the front of its response: NOTICE The data on pages of this Proposal response, identified by an asterisk (*) or marked along the margin with a vertical line, contains information which are trade secrets. We request that such data be used only for the evaluation of our response, but understand that disclosure will be limited to the extent that the County of San Bernardino determines is proper under Federal, State and Local law. The proprietary or confidential data shall be readily separable from the Response in order to facilitate eventual public inspection of the non-confidential portion of the Response. The County assumes no responsibility for disclosure or use of unmarked data for any purpose. In the event disclosure of properly marked data is requested, the Vendor will be advised of the request and may expeditiously submit to the County a detailed statement indicating the reasons it has for believing that the information is exempt from disclosure under Federal, State and Local law. This statement will be used by the County in making its determination as to whether or not disclosure is proper under Federal, State and Local law. The County will exercise care in applying this confidentiality standard but will not be held liable for any damage or injury which may result from any disclosure that may occur. If confidentiality cannot be maintained, the Vendor has the option of withdrawing the Response to the Proposal or advising the County of its understanding that this information will become public record. APPENDIX A County of San Bernardino 12/20/0) Request for Proposal Copier & Facsimile Machines G47 Due 02/01/06 2006-307 BID CHECKLIST Item Description Included 1 Signed Bid Coversheet 2 Cover Letter 3 Statement of Certification 4 Proposal Description 5 Statement of Qualifications 6 Resumes of Personnel 7 Service Technician List Matrix (Attachments B & C) 8 References (minimum of 5) 9 Proof of Certification: ISO-900 I or Malcolm Baldridge Award 10 Standard Terms & Conditions of Proposed Rental Program 11 Organizational Annual Reports (last two years) 12 Audited Financial Statements (most recently complete year) 13 Copier Equipment Matrix (Attachment A) 14 Equipment Pricing Matrix (Attachments D & E) 15 Proposed Equipment Specifications 16 Copies of Insurance Certificates 17 Material Safety Data Sheets Vendor shall submit an original and ten (10) unbound copies of this Proposal. (per Section V Item B - Proposal Submission.) 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COST Base Model Price $ Print Capability $ Scanning $ Options Pricing $ $ . $ $ Monthlv Maintenance Full coverage maintenance for equipment as listed above: Includes unlimited service call, parts, labor, drums, consumable supplies, excluding paper and staples. Allows copies per month Overage billed at $ per copy Price Per Copy $ Monthly Charge $ Color Copies billed @ $ per copy Monthlv Maintenance Full coverage maintenance for equipment as listed above. Includes unlimited service call, parts, labor, drums, consumable supplies, excluding paper and staples. Allows copies per month Overage billed at $ per copy Price Per Copy $ Monthly Charge $ Color Copies billed @ $ per copy Monthlv Maintenance Full coverage maintenance for equipment as listed above. Includes unlimited service call, parts, labor, drums, consumable supplies, excluding paper and staples. Allows' copies per month Overage billed at $ per copy Price Per Copy $ Monthly Charge $ Color Copies billed @ $ per copy ATTACHMENT D Pae. 1 on 2006-307 Monthlv Maintenance Full coverage maintenance for equipment as listed above. Includes unlimited service call, parts, labor, drums, consumable supplies, excluding paper and staples. Allows copies per month Overage billed at $ Price Per Copy $ Color Copies billed @ $ per copy Monthly Charge $ per copy Monthlv Maintenance Full coverage maintenance for equipment as listed above. Includes unlimited service call, parts, labor, drums, consumable supplies, excluding paper and staples. Allows copies per month Overage billed at $ Price Per Copy $ Color Copies billed @ $ per copy Monthly Charge $ per copy Monthlv Maintenance Full coverage maintenance for equipment as listed above. Includes unlimited service call, parts, labor, drums, consumable supplies, excluding paper and staples. Allows copies per month Overage billed at $ Price Per Copy $ Color Copies billed @ $ per copy Monthly Charge $ per copy Monthlv Maintenance Full coverage maintenance for equipment as listed above. Includes unlimited service call, parts, labor, drums, consumable supplies, excluding paper and staples. Allows copies per month Overage billed at $ Price Per Copy $ Color Copies billed @ $ per copy Monthly Charge $ per copy Monthlv Maintenance Full coverage maintenance for equipment as listed above. Includes unlimited service call, parts, labor, drums, consumable supplies, excluding paper and staples. Allows copies per month Overage billed at $ Price Per Copy $ Color Copies billed @ $ per copy Monthly Charge $ per copy ATTACHMENT D Page 2 on RE'ITAL PRICING SHEElo06-307 MODEL Digital B & W Color RFP G47 DataQuest Segment Descri D tio nlF eatures . 36 Month Rental Pricinl! Monthly Rentals to include unlimited service calls, parts, labor, drums and consumable supplies excluding paper and staples. Allows copies per month Overage billed at $ per copy Monthly ChargelBase Model $ Monthly ChargelNetworked Model $ Price Per Copy $ Color Copies billed @ $ per copy 36 Month Rental Pricinl! Monthly Rentals to include unlimited service calls, parts, labor, drums and consumable supplies excluding paper and staples. Allows copies per month Overage billed at $ per copy Monthly ChargelBase Model $ Monthly ChargelNetworked Model $ Price Per Copy $ Color Copies billed @ $ per copy 36 Month Rental Pricinl! Monthly Rentals to include unlimited service calls, parts, labor, drums and consumable supplies excluding paper and staples. Allows copies per month Overage billed at $ per copy Monthly ChargelBase Model $ Monthly ChargelNetworked Model $ Price Per Copy $ Color Copies billed @ $ per copy 36 Month Rental Pricinl! Monthly Rentals to include unlimited service calls, parts, labor, drums and consumable supplies excluding paper and staples. Allows copies per month Overage billed at $ per copy Monthly ChargelBase Model $ Monthly ChargelNetworked Model $ Price Per Copy $ Color Copies billed @ $ per copy ATTACHMENT E H . 2006-307 Page I of2 36 Month Rental Pricinl! Monthly Rentals to include unlimited service calls, parts, labor, drums and consumable supplies excluding paper and staples. AlIows copies per month Overage billed at $ per copy Monthly Charge/Base Model $ Price Per Copy $ Monthly Charge/Networked Model $ Color Copies billed @ $ per copy 36 Month Rental Pricinl! Monthly Rentals to include unlimited service calls, parts, labor, drums and consumable supplies excluding paper and staples. AlIows copies per month Overage billed at $ per copy Monthly Charge/Base Model $ Price Per Copy $ Monthly Charge/Networked Model $ Color Copies billed @ $ per copy 36 Month Rental Pricinl! Monthly Rentals to include unlimited service calls, parts, labor, drums and consumable supplies excluding paper and staples. AlIows copies per month Overage billed at $ per copy Monthly Charge/Base Model $ Price Per Copy $ Monthly Charge/Networked Model $ Color Copies billed @ $ per copy 36 Month Rental Pricinl! Monthly Rentals to include unlimited service calls, parts, labor, drums and consumable supplies excluding paper and staples. AlIows copies per month Overage billed at $ per copy Monthly Charge/Base Model $ Price Per Copy $ Monthly Charge/Networked Model $ Color Copies billed @ $ per copy ATTACHMENT E Page 2 of 2 L-_ 006-307 Exhibit "B" 1 2 VENDOR SERVICE AGREEMENT This Vendor Service Agreement is entered into this _ day of 200-, by and 3 between ("VENDOR") and the City of San Bernardino ("CITY" or "San 4 Bernardino"). 5 6 7 8 WHEREAS, the Mayor and Common ( -Y)~ M ~\vu is advantageous and pursuant to Section e bids for supplies, WITNESSETH: in the best interest ofthe CITY to acquire copier 3.04.010 B.2. of the Municipal Code which aut 9 materials and equipment where another governr,__...,u dgency has established a price at which a 10 vendor is willing to sell to the CITY; and 11 WHEREAS, the County of San Bernardino did solicit and accept proposals and bids from 12 a number of vendors of such copier and related items and services; and 13 WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and 14 authorized by the County of San Bernardino to provide such copier and related items and services. 15 NOW, THEREFORE, the parties hereto agree as follows: 16 1. SCOPE OF SERVICES. 17 For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR 18 to provide those products and services as set forth in Exhibit "A" , "Request for Proposal, County 19 of San Bernardino", dated November 11, 2005, attached hereto and incorporated herein by this 20 reference. 21 2. 22 COMPENSATION AND EXPENSES. a. For the services delineated above, the CITY, upon presentation of an invoice, shall 23 pay the VENDOR the amount of for 24 25 26 b. No other expenditures made by VENDOR shall be reimbursed by CITY, 3. TERM; SEVERABILITY. The term of this Agreement shall be for a period of year (s). 27 This Agreement may be terminated at any time by thirty (30) days written notice by either 28 party. The terms of this Agreement shall remain in force unless mutually amended. The duration DHC/js [Agreements\Vendor.Agreement] I 2006-307 1 of this Agreement may be extended with the written consent of both parties. 2 4. INDEMNITY. 3 CITY agrees to indemnify and hold hannless VENDOR, its officers, agents and volunteers 4 from any and all claims, actions, or losses, damages and/or liability resulting from CITY's negligent 5 acts or omissions arising from the CITY's performance of its obligations under the Agreement. 6 VENDOR agrees to indemnify and hold hannless the CITY, its officers, agents, and 7 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from 8 VENDOR's negligent acts or omissions arising from the VENDOR's performance of its obligations 9 under the Agreement. 10 In the event the CITY and/or the VENDOR is found to be comparatively at fault for any 11 claim, action, loss, or damage which results from their respective obligations under the Agreement, 12 the CITY and/or VENDOR shall indemnify the other to the extent of its comparative fault. 13 S. INSURANCE. 14 While not restricting or limiting the forgoing, during the term of this Agreement, VENDOR 15 shall maintain in effect policies of comprehensive public, general and automobile liability insurance, 16 in the amount of $1,000,000.00 combined single limit, and statutory worker's compensation 17 coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking 18 any work under this Agreement. CITY shall be set forth as an additional named insured in each 19 policy of insurance provided hereunder. The Certificate ofInsurance furnished to the CITY shall 20 require the insurer to notify CITY of any change or termination in the policy. 21 6. NON-DISCRIMINATION. 22 In the performance of this Agreement and in the hiring and recruitment of employees, 23 VENDOR shall not discriminate on the basis of race, creed, color, religion, sex, physical handicap, 24 ethnic background or country of origin. 25 7. INDEPENDENT CONTRACTOR. 26 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 27 purposes VENDOR shall be an independent contractor and not an agent or employee ofthe CITY. 28 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, DHC/js [Agreements\Vendor.Agreement] 2 20 6-307 1 Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other 2 payroll deductions for VENDOR and its officers, agents, and employees, and all business licenses, 3 if any are required, in connection with the services to be performed hereunder. 4 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. 5 VENDOR warrants that it possesses or shall obtain, and maintain a business registration 6 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 7 qualifications, insurance and approval of whatever nature that are legally required of VENDOR to 8 practice its business or profession. 9 9. NOTICES. 10 Any notice to be given pursuant to this Agreement shall be deposited with the United States 11 Postal Service, postage prepaid and addressed as follows: 12 TO THE CITY: 13 14 15 TO THE VENDOR: 16 17 City Purchasing Manager 300 North "D" Street San Bernardino, CA 92418 Telephone: (909) 384-5242 18 10. ATTORNEYS' FEES 19 In the event that litigation is brought by any party in connection with this Agreement, the 20 prevailing party shall be entitled to recover from the opposing party all costs and expenses, including 21 reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or 22 remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The 23 costs, salary and expenses of the City Attorney and members of his office in enforcing this 24 Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this 25 paragraph. 26 11. ASSIGNMENT. 27 VENDOR shall not voluntarily or by operation oflaw assign, transfer, sublet or encumber 28 all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. DHC/js [Agreements\Vendor.Agreement] 3 2006-307 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be the mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 16. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supercedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed 23 by all parties to this Agreement. 24 II 25 II 26 27 28 DHC/js [Agreements\Vendor.Agreement] 4 2006-307 1 2 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and 3 date set forth below. 4 Dated: 5 6 7 8 Dated 9 10 11 ,200_ VENDOR. By: Its: ,200_ CITY OF SAN BERNARDINO By: Fred Wilson, City Manager ,.... o <"l I '" o o N < u ... .0 ... .c " '" '" ...J < ~ Z "' "'- "- < U "' '" Q z G 02 "- v; '" W c:: o U :: s 0'0 .S.5 _ ;::::r, -e _ ~ CII E C::,.l (,J .... 'U 'c'c ci3 !'. C 0 ~::.c: ~ '" ~ " ., '- oS-iS "'0 o..~-g; w... C':I 'J ... o:::c2:.te. <5 ~ ~ l"l " " ::;:: u u U XX~ ~~~ MMM ~,...; t"~ 0"''' <A <A <A ~ ~ U c .;;; c: o g CD ~ cU o '" .,..,.,. t'1t'1<'"! .r; 00_ ...0 0Cl - 'n o CO '" <A <A <A ~ .~ o is CD c gL: c o U 000 a-~- do:-6~ o=:!::o ~ C; '" <A '" <A ~ ~ ~ ~... r- _ '"' :0:: ~~ r-:r: ,roO:-o-t _'-0 =:::: IXI .:2 ,r, " o o '- '" '" <A " .::! 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"'''' "'..,. r-j,,) '" 00 ........00 '" o '" ~lAlAlAlAlAlAlA ...................... 00.....0000 ~;g;!~~ ~I.O\O...or- -g o . .................... 1""'1 00 ..... 00 ',)("10',) "::t co - '"T r--r-coco tAtAlAlAlAlAlAtA o o 0' .,. .n ?; o o ~ 'n '" o o 00000000 00000000", 00000000", ~ri,";oO~~~~~ ~~ o u 0 :;: :;: o o '" ;:::: ,g 0"0 o ~ '0 ~ tA~iAiAiAiAiA~ ~~ 00 00 -.or-: ~o "'.... ~~ 00 00 ,..1,..1 ~., ........ ..... ~"'l..... M 00000000 ('i rl 1"'1 . r:~oo~~ o o o lAlAlA~iAlAlAiA 00000000 00000000", 00000000 ." ,..1'noOo..,)'o.n0 8 _ - ('1 1"'1..... :-: . ru:I"'V~ 1/~l:\.iVMMt:NtJA' 10'11 I U 'HI: HUAI<U UI- :SUPERVISORS OF SAN BERNARDINO COUNTY, CALIFORNIA AND RECORD OF ACTION Exhibit A April 11, 2006 FROM: VALERIE CLAY, Deputy Administrative Officer County Administrative Office SUBJECT: PHOTOCOPIER AND FACSIMILE EQUIPMENT, SUPPLIES, AND MAINTENANCE . RECOMMENDATION: Approve agreements listed to provide the County with photocopier and facsimile equipment, supplies, and maintenance. Photocopiers Advanced Copy Systems Burtronics Business Systems Canon Business Solutions West, Inc. Ikon Office Solutions Konica-Minolta Business Solutions Toshiba America Business Solutions, Inc. Xerox Corporation Facsimile Machines Advanced Copy Systems Burtronics Business Systems Aareement No. 06-256 06-257 06-258 06-259 06-260 06-261 06-262 06-263 Cook-Arthur Inc. Konica-Minolla Business Solutions BACKGROUND INFORMATION: On December 20, 2005 (#88), the Board authorized the issuance of Request for Proposal (RFP) G-47 to provide photocopier and facsimile equipment on a purchase, monthly rental, or lease-purchase basis and to provide supplies, maintenance, and service for the same equipment throughout the county. On December 21, 2005, RFP G-47 was posted on the county website and notices were mailed to 57 vendors. Thirteen vendors attended the mandatory pre-proposal conference and Purchasing received nine responses. One response was deemed to be non-responsive. An evaluation committee comprised of representatives from the County Administrative Office, Human Services Group, Probation, Purchasing, and Sheriff evaluated the responses. The committee conducted a thorough evaluation considering such factors as product quality, ability and quality of service. pricing, qualifications and experience. value added services, level of maintenance, and product enhancements. The committee recommends the above-referenced vendors to provide photocopier and facsimile equipment, supplies, and maintenance to the County. Approval of this recommendation will allow County departments to choose from a complete selection of brands, models. and types of equipment, with purchase, lease-purchase, and rental options for all the equipment from all vendors. County departments will also have the immediate availability of new models and new technology which will improve efficiency within the department. In addition, five out of the seven vendors being recommended for award are based locally. cc: Purchasing-Brock w/agreement Vendor w/agree. c/o Purchasing Auditor-Mejico w/agree. IDS w/agreement Risk Management Co. Counsel-Blakemore Purchasing-Gomez CAD-Clay; Cole File w/agreement mil Page 1 of 2 ...MSM 5 BY ITEM 053 6.-.'." '. County of San Bernardino FAS STANDARD CONTRACT FOR COUNTY USE ONL Y CX- New Vendor Code Deet. Contract Number f- ChallQe KONICAM842 SC PUR A 06.261 Cancel County Department Dept. Orgn. Contractor'S License No. Purchasing PUR PUR County Department Contract Representative . Telephone Total Contract Amount l3ill Brock (909) 387-2464 Countywide-unencumbered Contract Type o Revenue o Encumbered 00 Unencumbered 0 Other. If not encumbered or revenue contract type, provide reason: Commodity Code Contract Start Date Contract End Dale Orlgina' Amount Amendment Amount 60000 5/1/2006 4/30/2009 Fund Dept. Organization Appr. ObjlRev Source GRClPROJIJOB No. Amount , . Fund Dept. Organization Appr. ObjlRev Source GRClPROJIJOB No. Amount , Fund Dept. Organization Appr. ObjlRev Source GRCIPROJIJOB No. Amount , . Project Name Estimated Payment Total by Fiscal Year Photocopier and Facsimile FY Amount 110 FY Amount 110 Equipment, Supplies and - - Maintenance - - THIS CONTRACT is entered into in the State of California by and between the County of San Bernardino, hereinafter called the County, and "lame .<onica-Minolta Business Solutions hereinafter called VENDOR Address 1831 Commercenter West San Bernardino, CA 92408 TeIephot18 (909) 824-2000 Federal 10 No. or Soclal Security No. 22-2147842 IT IS HEREBY AGREED AS FOLLOWS: (Use space below and addlional bond 8hee/s. Sat forth _ to be randered. amount to be paid. manner of payment. lime lor performance ex completion. determlnBlion of satisfaclory performance and cause lor lerminatlon. other ''''''''' and conrJ'ions, and ettllCh plans. _ci1Ications, and addenda. if any.) This Agreement is entered into as of May 1, 2006, between Konlca-Mlnolta Business Solutions (hereinafter referred to as VENDOR) and the County of San Bernardino (hereinafter referred to as COUNTY). RECITALS WHEREAS, the COUNTY desires to designate vendor of choice to provide photocopier and facsimile equipment, supplies, and maintenance to all COUNTY departments, AND WHEREAS, the COUNTY conducted a competitive process to find vendors able to provide the necessary services, AND WHEREAS, Konlca-Mlnolta Business Solutions has been evaluated by a committee consisting of user departments and by the COUNTY Purchasing Department (hereinafter referred to as Purchasing) and determined to have the necessary skills to provide products and services under the terms and conditions provided herein, AudltorlController-Recorder Use Onl J'-f',;';;;, Page 10tll All maintenance agreements and monthly equipment rentals are to include all operating supplies. including but not limited to Toners, Developers, and Drums'. This provision excludes Paper and Staples. 8. Returned Merchandise: Vendor agrees to give full credit on returned merchandise resulting from Vendor or Manufacturer errors. Awarded vendor(s) agree to stock lift any photocopier and/or facsimile machine toners for their proposed brand(s) from the County's Central Stores. Vendor -shall issue the County full credit -at the County's acquisition cost. Credit for stock lifted. merchandise shall be made in the form of a check made payable to the County. The County shall _not be charged any re-stocking fees for any returned merchandise. 9. Participation: The County desires that any Counties, Municipalities. School Districts, and other Tax Districts within the State of California requiring photocopiers, facsimile machines, and maintenance of same, may at their option and through the County Purchasing Agent, avail themselves of the agreement(s) resulting from this proposal. Upon notice in writing, the Seller agrees to the extension of the terms of a resultant agreement with such Governmental bodies as though they have been expressly identified in this bid, with the provision that: a. Such Governmental body does not have and will not have in force any other agreement for like purchases. b. Such Governmental body does not have under consideration for award any other bids or quotations for like purchases. c. Such Governmental body shall make purchases directly through the Vendor and make payment directly to the vendor. The County will not be liable for any such purchase made between the Seller and another Governmental body who avails themselves of this agreement. 10. Subcontractors: There shall be no subcontracting or joint venture of any services, marketing, or other activities by the Vendor unless specifically approved in advance in writing by the County Purchasing Department. The Vendor shall act as the single principal for all products and services in this agreement. This requires a single point of contact representing the Vendor. 11. Terms Definitions: The following are the County's definitions. These definitions only apply to photocopiers. a. Rental: Rental on a month-ta-month basis. which can be terminated at any time with or without Due Cause. Due Cause for termination shali include, but not be limited to, failure to deliver in quantities required within required lead times, failure of the product(s) to meet specifications, and/or for reasons of unsatisfactory service. Rentals are generally for thirty-six (36) month terms. An earlv termination Denaltv mav onlv be assessed when rental is terminated without Due Cause bv County. The County will only agree to the following early termination penalties, if termination occurs within: 0- 12 Months - no greater than three (3) times base rental payment; 13 - 24 Months - no greater than two (2) times base rental payment; or 25 - 36 Months - no greater than one (1) times base rental payment. All Rental agreements that extend over any fiscal year must contain a clause that the agreement can be canceled at any time, if funds have not been appropriated for the new fiscal year. Such termination shall not include any early termination penalties. County departments will be allowed to upgrade any equipment on an existing rental agreement mid-term with the same vendor without being assessed any penalties. The Vendor assumes all responsibility for any property taxes on equipment provided to the County under the Rental program. The County does not own the equipment, but is merely renting it for a fixed time period. AudltorlContlolfer-Reconl_r Us_ Only I =::nmj_ K8~::. I Page 3 of 11 Office of Emergency Services 1743 MiroWay Rialto, CA 92376 Sheriffs Department Locations throughout the County 5. Loaner Machines: If agreement equipment is irreparable within sixteen (16) business hours (two business days), a loaner machine will be provided to the user department within eight (8) additional business hours at no additional charge to the County. 6. Maintenance Records: The Vendor shall provide and maintain a "Maintenance History Record" for each machine. This record shall contain the following information: Model Number, Serial Number, Date placed into service, Date and Description of each service call, Date of inspection and initials of the Vendor's Service Technician. An inspection and service aCknowledgement will be furnished to the County for each visit, to be left with the using department. 7. Billing of Maintenance: The County will pay maintenance on a monthly, quarterly, or annual basis, per department preference. The County will only pay per copy charges in arrears. 8. Additions/Deletions to Maintenance: The County reserves the right to add/delete equipment tolfrom the agreement as necessary. The Vendor will provide additions/ deletions to maintenance on a monthly basis. 9. Insurance: All vendors providing services to the County must have Certificates of Insurance on file in the Purchasing Office. 10. Warranty: The Vendor shall provide warranty information for each model of equipment purchased by the County. All warranties shall include replacement of all parts, including Drums. . under the Maintenance Agreement and shall include the replacement of equipment, if necessary. 11. Exclusions: Repairs for damage or loss caused by any other than normal and reasonable use shall not be-covered. by this agreement... Written estimates for work required for the aforementioned reasons' will be submitted in advance by the Vendor to the user department prior to the work being performed. Authorization for said repairs shall bEl's separate Purchase Order or a Purchase Request (PR) Number issued by the Purchasing Department. GENERAL AGREEMENT TERMS 1. LEGALITY AND SEVERABILITY The parties' actions under the Contract shall comply with all applicable laws, rules. regulations, court orders and governmental agency orders. If a provision of the Contract is terminated or held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full effect. 2. TAXES COUNTY is exempt from Federal excise taxes and no payment shall be made for any personal property taxes levied on VENDOR or on any taxes levied on employee wages. The COUNTY shall only pay for any State or local sales or use taxes on the services rendered or equipment and/or parts supplied to the COUNTY pursuant to the Contract. 3. REPRESENTATION OF THE COUNTY In the performance of the Agreement, VENDOR, its agents and employees, shall act in an independent capacity and not as officers. employees, or agents of the County of San Bernardino. 4. VENDOR PRIMARY CONTACT The VENDOR will designate an individual to serve as the primary point of contact for the Agreement. VENDOR or . designee must respond to COUNTY inquiries within one (1) business day. VENDOR shall not change the primary AudltorlController-Recorder Use Onl C Contract ~ C FASiInput DID Ke,..s By Page 5 of 11 VENDOR shall immediately report any attempt by a COUNTY officer, employee or agent to solicit (either direcUy or through an intermediary) improper consideration from VENDOR. The report shall be made to the supervisor or manager charged with supervision of the employee or to the COUNTY Administrative Office. In the event of a termination under this provision, the COUNTY is entitled to pursue any available legal remedies. 14. EMPLOYMENT OF FORMER COUNTY OFFICIALS VENDOR agrees to provide or has already provided information on former County of San Bernardino administrative officials (as defined below) who are employed by or represent VENDOR. The information provided includes a list of former COUNTY administrative officials who terminated COUNTY employment within the last fIVe years and who are now officers, principals, partners, associates or members of the business. The information also includes the employment with or representation of VENDOR. For purposes of this provision, "COUNTY administrative official" is defined as a member of the Board of Supervisors or such officer's staff, COUNTY Administrative Officer or member of such officer's staff, COUNTY department or group head, assistant department or group head, or any employee in the Exempt Group, Management Unit or Safety Management Unit. 15. INACCURACIES OR MISREPRESENTATIONS If in the administration of an Agreement, the COUNTY determines that VENDOR has made a material misstatement, misrepresentation, or omission that materially inaccurate information has been provided to the COUNTY during the RFP process, the Agreement may be immediately terminated. In the event of a terminaUon under this provision, the COUNTY is entitled to pursue any available legal remedies. 16. RECYCLED PAPER PRODUCTS The COUNTY has adopted a recycled product purchasing standards policy (11-10), which requires contractors to use recycled paper for proposals and for any printed or photocopied material created as a result of a contract with the COUNTY. The policy also requires Contractors to use both sides of paper sheets for reports submitted to the COUNTY whenever practicable 17. OWNERSHIP OF DOCUMENTS All documents, data, products, graphics, computer programs, and reports prepared by the VENDOR pursuant to this Contract shall be considered property of the COUNTY upon payment for product/services. All such items shall be delivered to the COUNTY at the completion of work under this Contract, subject to the requirements of the Section Termination for Convenience. Unless otherwise directed by the COUNTY, VENDOR may retain copies of such items. . 18. INVOICES VENDOR shall provide COUNTY itemized monthly invoices, in arrears, for services performed under this Agreement within twenty (20) days of the end of the previous month. 19. RELEASE OF INFORMATION No news releases, advertisements, public announcements or photographs arising out of this Agreement or VENDOR's relationship with COUNTY may be made or used without prior written approval of the COUNTY. 20. DAMAGE TO COUNTY PROPERTY. FACILITIES, BUilDINGS, OR GROUNDS The VENDOR shall repair, or cause to be repaired, at its own cost, all damage to COUNTY vehicles, facilities, buildings or grounds caused by the willful or negligent acts of VENDOR or employees or agents of the VENDOR. Such repairs shall be made immediately after VENDOR becomes aware of such damage, but in no event later than thirty (30) days after the occurrence. If the VENDOR fails to make timely repairs, the COUNTY may make any necessary repairs. The VENDOR, as determined by the COUNTY, for such repairs shall repay all costs incurred by the COUNTY, by cash payment upon demand or COUNTY may deduct such costs from any amounts due to the VENDOR from the COUNTY. 21. AIR, WATER POLLUTION CONTROL, SAFETY AND HEALTH VENDOR shall comply with all air pollution control, water pollution, safety and health ordinances and statutes, which apply to the work performed pursuant to this contract. Audltor/Controller-Recorrler Use Onl C ContrllcI ~ C FAS Input DIIlll KeYMI By Page 7 of 11 ;n addition, the selected VENDOR may also be asked to disclose whether the firm, or any of its partners, p,rincipals, members, associates or key employees, within the last ten years, has been tlie subject of legal proceedings as defined herein arising directly from the provision of services by the firm or those individuals. "Legal proceedings" means any civil actions filed in a court of competent jurisdiction, or any matters filed by an administrative or regulatory body with jurisdiction over the firm or the individuals. If the response is affirmative, the VENDOR will be asked to describe any such legal woceedings (and the status and disposition thereof) and the surrounding circumstances in detail. For purposes of this provision "key employees" includes any individuals providing direct service to the COUNTY. "Key employees" do not include clerical personnel providing service at the firm's offices or locations. INDEMNIFICATION AND INSURANCE REQUIREMENTS 1. INDEMNIFICATION The VENDOR agrees to indemnify, defend and hold harmless the COUNTY and its authorized officers, employees, agents and volunteers from any and all claims, actions, losses, damages and/or liability arising from VENDOR's acts, errors or omissions and for any costs or expenses incurred by the COUNTY on account of any claim therefore, except where such indemnification is prohibited by law. 2. INSURANCE COVERAGE Without in any way affecting the indemnity herein provided and in addition thereto, the VENDOR shall secure and maintain throughout the Agreement the following types of insurance with limits as shown: A. Workers' Compensation - A program of Workers' Compensation insurance or a State-approved Self- Insurance Program in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employer's Liability with $250,000 limits, covering all persons providing services on behalf of the VENDOR and all risks to such persons under this Agreement. If Contractor has no employees, it may certify or warrant to COUNTY that it does not currently have any employees or individuals who are defined as "employees" under the Labor Code and the requirement for Workers' Compensation coverage will be waived by the COUNTY's Risk Manager. With respect to Contractors that are non-profi1 corporations organized under California or Federal law, volunteers for such entities are required to be covered by Workers' Compensation insurance. If the COUNTY's Risk Manager determines that there is no reasonably priced coverage for volunteers, evidence of participation in a volunteer insurance program may be substituted. B. Comprehensive General and Automobile Liability Insurance - This coverage to include contractual coverage and automobile liability coverage for owned, hired and non-owned vehicles. The policy shall have combined single limits for bodily injury and property damage of not less than one million dollars ($1,000.000). 3. ADDITIONAL NAMED INSURED All policies, except for the Workers' Compensation, Errors and Omissions and Professional Liability policies shall contain additional endorsements naming the COUNTY and its officers, employees, agents and volunteers as additional named insured with respec1 to liabilities arising out of the performance of services hereunder. 4. WAIVER OF SUBROGATION RIGHTS The VENDOR shall require the carriers of the above-required coverage to waive all rights of subrogation against the COUNTY, its officers, employees, agents, volunteers, vendors, and subcontractors. 5. POLICIES PRIMARY AND NON-CONTRIBUTORY All policies required above are to be primary and non-contributory with any insurance or self-insurance programs carried or administered by the COUNTY. 6. PROOF OF COVERAGE The VENDOR shall immediately furnish certificates of insurance to the COUNTY Department administering the Agreement evidencing the insurance coverage, including the endorsements above required, prior to the Aud/torlController-Recorder Use Onl D C--.ct DaI8b_ D FAS Input Dnt Ke,... By Page 9 of 11 ALtERIIIATIVE DISPUTE RESOLUTION In the event the COUNTY determ ines that service is unsatisfactory, or in the event of any other dispute. claim, question or 'sagreement arising from or relating to this Agreement or breac~ thereof, the parties hereto shall use their best efforts to ,ettle the dispute, claim, question or disagreement To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties, NOTICES All written notices provided for in this Agreement or which either party desires to give to the other shall be deemed fully given, when made in writing and personally delivered to the other party or deposited in the United States mail, certified with return receipt requested and postage prepaid, and addressed to the other party as follows: County of San Bernardino Purchasing Department AlIn: Bill Brock, Deputy Purchasing Agent 777 East Rialto Avenue San Bernardino. CA 92415-0760 Konica-Minolta Business Solutions 1831 CommercenterWest San Bernardino. CA 92408 ENTIRE AGREEMENT This Agreement contains the flnal. complete and exclusive Agreement between the parties hereto. Any prior Agreement promises, negotiations or representations relating to the subject matter of this Agreement not expressly set forth herein are of no force or effect This Agreement is executed without reliance upon any prom ise, warranty or representation by any party or any representative of any party other than those expressly contained herein. Each party has carefully read this Agreement and signs the same of its own free will. Any and all terms and conditions contained in the Agreement shall supersede any conflicting terms and conditions contained in any documents, Purchase Orders, Bills of Lading or similar documents. I Dated: APR 1 1 JOOn Name ~OUNTY~HZ _ Bill Postmus. Chairman. Board of Supervisors SIGNED AND CERTIF DOCUMENT HAS CHAIRMAN OF T Title l50rs Ino. ~ -c/~nr:) Address 1'it~1 ~1/..Ihf..V. (loAh...t wllA:i- 8.~. CA- q~L(o~ Dated: By ~ Date Date Audltor/Controller-Recorrier Use Onl C Conllact DlItabeR C FAa Input Date Ka~ By Page 11of11 2006-307 I 2 3 4 5 6 7 8 9 10 11 12 13 14 IS 16 17 18 19 20 21 22 23 24 25 26 27 VENDOR SERVICE AGREEMENT This Vendor Service Agreement is entered into this I st day of October 2006, by and between Advanced Copy Systems ("VENDOR") and the City of San Bernardino ("CITY" or "San Bernardino"). WITNESSETH: WHEREAS, the Mayor and Cornmon Council has determined that it is advantageous and in the best interest of the CITY to acquire copier and related items and services pursuant to Section 3.04.010 B.2. of the Municipal Code which authorizes the CITY to utilize the bids for supplies, materials and equipment where another governmental agency has established a price at which a vendor is willing to sell to the CITY; and WHEREAS, the County of San Bernardino did solicit and accept proposals and bids from a number of vendors of such copier and related items and services; and WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and authorized by the County of San Bernardino to provide such copier and related items and services. NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR to provide those products and services as set forth in Exhibit "A" , "Request for Proposal, County of San Bernardino", dated November 15,2005, attached hereto and incorporated herein by this reference. 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR the amount of (see attached Resolution, Exhibit A) for (see attached Resolution, Exhibit A). DHC/js [Agreements\Vendor.Agreement) 1 2006-307 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 b. No other expenditures made by VENDOR shall be reimbursed by CITY, 3. TERM; SEVERABILITY. The term of this Agreement is for a period of three year(s), commencing October 1,2006 through September 30, 2009 (with the option of two one-year extensions) on a month to month basis. This Agreement may be terminated at any time by thirty (30) days written notice by either party. The terms of this Agreement shall remain in force unless mutually amended. The duration of this Agreement may be extended with the written consent of both parties. 4. INDEMNITY. CITY agrees to indemnifY and hold harmless VENDOR, its officers, agents and volunteers from any and all claims, actions, or losses, damages and/or liability resulting from CITY's negligent acts or omissions arising from the CITY's performance of its obligations under the Agreement. VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and volunteers from any and all claims, actions, or losses, damages and/or liability resulting from VENDOR's negligent acts or omissions arising from the VENDOR's performance of its obligations under the Agreement. In the event the CITY and/or the VENDOR is found to be comparatively at fault for any claim, action, loss, or damage which results from their respective obligations under the Agreement, the CITY and/or VENDOR shall indemnifY the other to the extent of its comparative fault. 5. INSURANCE. While not restricting or limiting the forgoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY of any change or termination in the policy. DHC/js (Agreements\Vendor.Agreement] 2 2006-307 1 6. NON-DISCRIMINATION. 2 In the performance of this Agreement and in the hiring and recruitment of employees, 3 VENDOR shall not discriminate on the basis of race, creed, color, religion, sex, physical handicap, 4 ethnic background or country of origin. 5 7. INDEPENDENT CONTRACTOR. 6 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 7 purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. 8 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, 9 Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other 10 payroll deductions for VENDOR and its officers, agents, and employees, and all business licenses, 11 if any are required, in connection with the services to be performed hereunder. 12 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. 13 VENDOR warrants that it possesses or shall obtain, and maintain a business registration 14 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 15 qualifications, insurance and approval of whatever nature that are legally required of VENDOR to 16 practice its business or profession. 17 9. 18 NOTICES. Any notice to be given pursuant to this Agreement shall be deposited with the United States 19 20 21 22 23 24 25 26 27 Postal Service, postage prepaid and addressed as follows: TO THE CITY: City Purchasing Manager 300 North "D" Street San Bernardino, CA 92418 Telephone: (909) 384-5242 TO THE VENDOR: Advanced Copy Systems 571 E. Redlands Blvd. San Bernardino CA 92408 DHC/js (Agreements\Vendor.Agreement] 3 2006-307 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 10. ATTORNEYS' FEES In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation oflaw assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be the mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. DHC/js [Agreements\Vendor.Agreement] 4 2006-307 1 2 3 4 5 6 7 8 9 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 16. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supercedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. II 10 II 11 II 12 II 13 II 14 II 15 II 16 II 17 II 18 II 19 II 20 II 21 II 22 II 23 II 24 II 25 II 26 II 27 5 DHC/js [Agreements\Vendor.Agreement] 2006-307 1 2 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and 3 date set forth below. Dated: t"JCTr$J:L 2f ,2006 4 5 6 7 /I / /6 8 Dated ,2006 9 10 11 12 Approved as to Form: 13 JAMES F. PENMAN, 14 City Attorney 15 16 By: James F. Penman, City Attorney 17 18 19 20 21 22 23 24 25 26 27 DHC/js [Agreements\Vendor.Agreement) 6 ADVANCED COPY SYSTEMS :~: ~~:~~) l,ae~ By: 2006-307 I 2 3 4 5 6 7 8 9 10 11 12 13 14 IS 16 17 18 19 20 21 22 23 24 25 26 27 VENDOR SERVICE AGREEMENT This Vendor Service Agreement is entered into this I st day of October 2006, by and between Burtronics ("VENDOR") and the City of San Bernardino ("CITY" or "San Bernardino"). WITNESSETH: WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest of the CITY to acquire copier and related items and services pursuant to Section 3.04.010 B.2. of the Municipal Code which authorizes the CITY to utilize the bids for supplies, materials and equipment where another governmental agency has established a price at which a vendor is willing to sell to the CITY; and WHEREAS, the County of San Bernardino did solicit and accept proposals and bids from a number of vendors of such copier and related items and services; and WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and authorized by the County of San Bernardino to provide such copier and related items and services. NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR to provide those products and services as set forth in Exhibit "A" , "Request for Proposal, County of San Bernardino", dated November IS, 2005, attached hereto and incorporated herein by this reference. 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR the amount of (see attached Resolution, Exhibit A) for (see attached Resolution, Exhibit A). b. No other expenditures made by VENDOR shall be reimbursed by CITY, DHC/js [Agreemcnts\Vendor.Agreementl I 2006-307 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 3. TERM; SEVERABILITY. The term of this Agreement shall be for a period of three year(s), commencing October 1, 2006 through September 30, 2009 (with the option of two one-year extensions) on a month to month basis. This Agreement may be terminated at any time by thirty (30) days written notice by either party. The terms of this Agreement shall remain in force unless mutually amended. The duration of this Agreement may be extended with the written consent of both parties. 4. INDEMNITY. CITY agrees to indenmify and hold harmless VENDOR, its officers, agents and volunteers from any and all claims, actions, or losses, damages and/or liability resulting from CITY's negligent acts or omissions arising from the CITY's performance of its obligations under the Agreement. VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and volunteers from any and all claims, actions, or losses, damages and/or liability resulting from VENDOR's negligent acts or omissions arising from the VENDOR's performance of its obligations under the Agreement. In the event the CITY and/or the VENDOR is found to be comparatively at fault for any claim, action, loss, or damage which results from their respective obligations under the Agreement, the CITY and/or VENDOR shall indemnify the other to the extent of its comparative fault. S. INSURANCE. While not restricting or limiting the forgoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY of any change or termination in the policy. DHC/js [Agreements\Vendor.Agreernent] 2 2006-307 1 6. NON-DISCRIMINATION. 2 In the performance of this Agreement and in the hiring and recruitment of employees, 3 VENDOR shall not discriminate on the basis of race, creed, color, religion, sex, physical handicap, 4 ethnic background or country of origin. 5 7. INDEPENDENT CONTRACTOR. 6 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 7 purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. 8 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, 9 Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other 10 payroll deductions for VENDOR and its officers, agents, and employees, and all business licenses, 11 if any are required, in connection with the services to be performed hereunder. 12 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. 13 VENDOR warrants that it possesses or shall obtain, and maintain a business registration 14 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 15 qualifications, insurance and approval of whatever nature that are legally required of VENDOR to 16 practice its business or profession. 17 9. 18 NOTICES. Any notice to be given pursuant to this Agreement shall be deposited with the United States 19 20 21 22 Postal Service, postage prepaid and addressed as follows: TO THE CITY: City Purchasing Manager 300 North "D" Street San Bernardino, CA 92418 Telephone: (909) 384-5242 TO THE VENDOR: Burtronics 216 S. Arrowhead Avenue San Bernardino CA 92408 23 24 25 26 27 DHC/js [Agreements\Vendor.Agreement] 3 ~~ 2006-307 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 10. ATTORNEYS' FEES In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation oflaw assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be the mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. DHC/js [Agreements\Vendor.Agreement] 4 2006-307 1 15. HEADINGS. 2 The subject headings of the sections of this Agreement are included for the purposes of 3 convenience only and shall not affect the construction or the interpretation of any of its provisions. 4 16. ENTIRE AGREEMENT; MODIFICATION. 5 This Agreement constitutes the entire agreement and the understanding between the parties, 6 and supercedes any prior agreements and understandings relating to the subject manner of this 7 Agreement. This Agreement may be modified or amended only by a written instrument executed 8 by all parties to this Agreement. 9 II 10 II 11 II 12 II 13 II 14 II 15 II 16 II 17 II 18 II 19 II 20 II 21 II 22 II 23 II 24 II 25 II 26. II 27 DHCljs (Agreements\Vendor.Agreement) 5 . 2006-307 . 1 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and 2 date set forth below. Dated: , 0 I {p , 2006 3 4 5 6 7 Dated /1 J/{p ,2006 8 9 10 11 Approved as to Form: 12 JAMES F. PENMAN, 13 City Attorney 14 15 By: James F. Penman, City Attorney 16 17 18 19 20 21 22 23 24 25 26 27 DHC/js (Agreements\Vendor.Agreement] 6 ~~ :~~ Its: V. P Dt >d-lLs frdbe- Gr~"'Lfla... By: 2006-307 I 2 3 4 5 6 7 8 9 10 11 12 13 14 IS 16 17 18 19 20 21 22 23 24 25 26 27 VENDOR SERVICE AGREEMENT This Vendor Service Agreement is entered into this 1 st day of October 2006, by and between Ikon ("VENDOR") and the City of San Bernardino ("CITY" or "San Bernardino"). WITNESSETH: WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest of the CITY to acquire copier and related items and services pursuant to Section 3.04.010 B.2. of the Municipal Code which authorizes the CITY to utilize the bids for supplies, materials and equipment where another governmental agency has established a price at which a vendor is willing to sell to the CITY; and WHEREAS, the County of San Bernardino did solicit and accept proposals and bids from a number of vendors of such copier and related items and services; and WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and authorized by the County of San Bernardino to provide such copier and related items and services. NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR to provide those products and services as set forth in Exhibit "A" , "Request for Proposal, County of San Bernardino", dated November IS, 2005, attached hereto and incorporated herein by this reference. 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR the amount of (see attached Resolution, Exhibit A) for (see attached Resolution Exhibit A). b. No other expenditures made by VENDOR shall be reimbursed by CITY, DHC/js (Agreements\Vendor.Agreement) 1 -1 2006-307 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 3. TERM; SEVERABILITY. The term of this Agreement shall be for a period of three year(s) commencing October I, 2006 through September 30, 2009 (with the option of two one-year extensions) on a month to month basis. This Agreement may be terminated at any time by thirty (30) days written notice by either party. The terms of this Agreement shall remain in force unless mutually amended. The duration of this Agreement may be extended with the written consent of both parties. 4. INDEMNITY. CITY agrees to indemnify and hold harmless VENDOR, its officers, agents and volunteers from any and all claims, actions, or losses, damages and/or liability resulting from CITY's negligent acts or omissions arising from the CITY's performance of its obligations under the Agreement. VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and volunteers from any and all claims, actions, or losses, damages and/or liability resulting from VENDOR's negligent acts or omissions arising from the VENDOR's performance of its obligations under the Agreement. In the event the CITY and/or the VENDOR is found to be comparatively at fault for any claim, action, loss, or damage which results from their respective obligations under the Agreement, the CITY and/or VENDOR shall indemnify the other to the extent of its comparative fault. S. INSURANCE. While not restricting or limiting the forgoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY of any change or termination in the policy. DHC/js [Agreements\Vendor.Agreement] 2 ~o 2006-307 1 6. NON-DISCRIMINATION. 2 In the performance of this Agreement and in the hiring and recruitment of employees, 3 VENDOR shall not discriminate on the basis of race, creed, color, religion, sex, physical handicap, 4 ethnic background or country of origin. 5 7. INDEPENDENT CONTRACTOR. 6 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 7 purposes VENDOR shall be an independent contractor and not an agent or employee ofthe CITY. 8 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, 9 Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other 10 payroll deductions for VENDOR and its officers, agents, and employees, and all business licenses, 11 if any are required, in connection with the services to be performed hereunder. 12 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. 13 VENDOR warrants that it possesses or shall obtain, and maintain a business registration 14 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 15 qualifications, insurance and approval of whatever nature that are legally required of VENDOR to 16 practice its business or profession. 17 9. 18 NOTICES. Any notice to be given pursuant to this Agreement shall be deposited with the United States 19 20 21 Postal Service, postage prepaid and addressed as follows: TO THE CITY: City Purchasing Manager 300 North "0" Street San Bernardino, CA 92418 Telephone: (909) 384-5242 22 23 24 25 26 27 TO THE VENDOR: Ikon 25834 Business Center Drive Redlands CA 92374-2835 DHC/js (Agreements\Vendor.Agreement) 3 2006-307 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 10. ATTORNEYS' FEES In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part ofthe VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be the mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. DHC/js [Agreements\Vendor.Agreement] 4 2006-307 I 2 3 4 5 6 7 8 9 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 16. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supercedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. II 10 II 11 II 12 II 13 II 14 II 15 II 16 II 17 II 18 II 19 II 20 II 21 II 22 II 23 II 24 II 25 II 26 II 27 5 DHC/js [Agreements\Vendor.Agreement) 2006-307 1 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and 2 3 4 date set forth below. Dated: /~-:J/P ,2006 5 6 7 Dated /J lu, ,2006 8 9 10 11 Approved as to Form: 12 JAMES F. PENMAN, 13 City Attorney 14 15 By: James F. Penman, City Attorney 16 17 18 19 20 21 22 23 24 25 26 27 6 DHC/js (Agreements\Vendor.Agreement) IKON. ~~~ AROINO By: 2006-307 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 VENDOR SERVICE AGREEMENT This Vendor Service Agreement is entered into this 1 st day of October 2006, by and between Konica-Minolta ("VENDOR") and the City of San Bernardino ("CITY" or "San Bernardino"). WITNESSETH: WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest of the CITY to acquire copier and related items and services pursuant to Section 3.04.010 B.2. of the Municipal Code which authorizes the CITY to utilize the bids for supplies, materials and equipment where another governmental agency has established a price at which a vendor is willing to sell to the CITY; and WHEREAS, the County of San Bernardino did solicit and accept proposals and bids from a number of vendors of such copier and related items and services; and WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and authorized by the County of San Bernardino to provide such copier and related items and services. NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR to provide those products and services as set forth in Exhibit "A" , "Request for Proposal, County of San Bernardino", dated November 15, 2005, attached hereto and incorporated herein by this reference. 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR the amount of (see attached Resolution, Exhibit A) for (see attached Resolution Exhibit A). b. No other expenditures made by VENDOR shall be reimbursed by CITY, DHC/js [Agreements\Vendor.Agreement) 1 2006-307 I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 3. TERM; SEVERABILITY. The term of this Agreement shall be for a period of three year(s) commencing October I, 2006 through September 30, 2009 (with the option of two one-year extensions) on a month to month basis. This Agreement may be terminated at any time by thirty (30) days written notice by either party. The terms ofthis Agreement shall remain in force unless mutually amended. The duration of this Agreement may be extended with the written consent of both parties. 4. INDEMNITY. CITY agrees to indemnifY and hold harmless VENDOR, its officers, agents and volunteers from any and all claims, actions, or losses, damages and/or liability resulting from CITY's negligent acts or omissions arising from the CITY's performance of its obligations under the Agreement. VENDOR agrees to indemnifY and hold harmless the CITY, its officers, agents, and volunteers from any and all claims, actions, or losses, damages and/or liability resulting from VENDOR's negligent acts or omissions arising from the VENDOR's performance of its obligations under the Agreement. In the event the CITY and/or the VENDOR is found to be comparatively at fault for any claim, action, loss, or damage which results from their respective obligations under the Agreement, the CITY and/or VENDOR shall indemnifY the other to the extent of its comparative fault. 5. INSURANCE. While not restricting or limiting the forgoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notifY CITY of any change or termination in the policy. DHC/js [Agreements\Vendor.Agreement) 2 2006-307 I 6. NON-DISCRIMINATION. 2 In the performance of this Agreement and in the hiring and recruitment of employees, 3 VENDOR shall not discriminate on the basis of race, creed, color, religion, sex, physical handicap, 4 ethnic background or country of origin. 5 7. INDEPENDENT CONTRACTOR. 6 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 7 purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. 8 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, 9 Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other 10 payroll deductions for VENDOR and its officers, agents, and employees, and all business licenses, II if any are required, in connection with the services to be performed hereunder. 12 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. 13 VENDOR warrants that it possesses or shall obtain, and maintain a business registration 14 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, IS qualifications, insurance and approval of whatever nature that are legally required of VENDOR to 16 practice its business or profession. 17 9. 18 NOTICES. Any notice to be given pursuant to this Agreement shall be deposited with the United States 19 20 21 22 Postal Service, postage prepaid and addressed as follows: TO THE CITY: City Purchasing Manager 300 North "D" Street San Bernardino, CA 92418 Telephone: (909) 384-5242 TO THE VENDOR: Konica-Minolta 1831 Commercenter West San Bernardino CA 92408 23 24 25 26 27 DHC/js (Agreements\Vendor.Agreement) 3 2006-307 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 10. ATTORNEYS' FEES In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be the mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws ofthe State of California. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. DHC/js (Agreements\Vendor.Agreement) 4 2006-307 1 2 3 4 5 6 7 8 9 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 16. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supercedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. II 10 II 11 II 12 II 13 II 14 II 15 II 16 II 17 II 18 II 19 II 20 II 21 II 22 II 23 II 24 II 25 II 26 II 27 5 DHC/js [Agreements\Vendor.Agreement] 2006-307 1 2 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and 3 date set forth below. Dated: //-/3 ,2006 4 5 6 7 8 Dated / / /;{, ,2006 9 10 By: 11 12 Approved as to Form: 13 JAMES F. PENMAN, 14 City Attorney 15 16 By: James F. Penman, City Attorney 17 18 19 20 21 22 23 24 25 26 27 DHC/js [Agreements\Vendor.Agreement] 6 ~~ 2006-307 I 2 3 4 5 6 7 8 9 10 11 12 13 14 IS 16 17 18 19 20 21 22 23 24 25 26 27 VENDOR SERVICE AGREEMENT This Vendor Service Agreement is entered into this 1st day of October 2006, by and between Toshiba ("VENDOR") and the City of San Bernardino ("CITY" or "San Bernardino"). WITNESSETH: WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest ofthe CITY to acquire copier and related items and services pursuant to Section 3.04.010 B.2. of the Municipal Code which authorizes the CITY to utilize the bids for supplies, materials and equipment where another governmental agency has established a price at which a vendor is willing to sell to the CITY; and WHEREAS, the County of San Bernardino did solicit and accept proposals and bids from a number of vendors of such copier and related items and services; and WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and authorized by the County of San Bernardino to provide such copier and related items and services. NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR to provide those products and services as set forth in Exhibit "A" , "Request for Proposal, County of San Bernardino", dated November IS, 2005, attached hereto and incorporated herein by this reference. 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR the amount of (see attached Resolution, Exhibit A) for (see attached Resolution Exhibit A). b. No other expenditures made by VENDOR shall be reimbursed by CITY, DHC/js [Agreements\Vendor.Agreement] I 2006-307 I 2 3 4 5 6 7 8 9 10 11 12 13 14 IS 16 17 18 19 20 21 22 23 24 25 26 27 3. TERM; SEVERABILITY. The term of this Agreement shall be for a period of three year(s) commencing October I, 2006 through September 30, 2009 (with the option of two one-year extensions) on a month to month basis. This Agreement may be terminated at any time by thirty (30) days written notice by either party. The terms of this Agreement shall remain in force unless mutually amended. The duration of this Agreement may be extended with the written consent of both parties. 4. INDEMNITY. CITY agrees to indemnify and hold harmless VENDOR, its officers, agents and volunteers from any and all claims, actions, or losses, damages and/or liability resulting from CITY's negligent acts or omissions arising from the CITY's performance of its obligations under the Agreement. VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and volunteers from any and all claims, actions, or losses, damages and/or liability resulting from VENDOR's negligent acts or omissions arising from the VENDOR's performance of its obligations under the Agreement. In the event the CITY and/or the VENDOR is found to be comparatively at fault for any claim, action, loss, or damage which results from their respective obligations under the Agreement, the CITY and/or VENDOR shall indemnify the other to the extent of its comparative fault. 5. INSURANCE. While not restricting or limiting the forgoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY of any change or termination in the policy. DHC/js (Agreements\Vendor.Agreement) 2 2006-307 I 6. NON-DISCRIMINATION. 2 In the performance of this Agreement and in the hiring and recruitment of employees, 3 VENDOR shall not discriminate on the basis of race, creed, color, religion, sex, physical handicap, 4 ethnic background or country of origin. 5 7. INDEPENDENT CONTRACTOR. 6 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 7 purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. 8 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, 9 Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other 10 payroll deductions for VENDOR and its officers, agents, and employees, and all business licenses, II if any are required, in connection with the services to be performed hereunder. 12 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. 13 VENDOR warrants that it possesses or shall obtain, and maintain a business registration 14 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 15 qualifications, insurance and approval of whatever nature that are legally required of VENDOR to 16 practice its business or profession. 17 9. 18 NOTICES. Any notice to be given pursuant to this Agreement shall be deposited with the United States 19 20 21 Postal Service, postage prepaid and addressed as follows: TO THE CITY: City Purchasing Manager 300 North "D" Street San Bernardino, CA 92418 Telephone: (909) 384-5242 22 23 24 25 26 27 TO THE VENDOR: Toshiba One Lakeshore Centre 3281 E. Guasti Road, Suite 500 Ontario CA 91761 DHC/js (Agreements\Vendor.Agreement) 3 2006-307 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 10. ATTORNEYS' FEES In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be the mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. DHC/js [Agreements\Vendor.Agreement] 4 2006-307 1 15. HEADINGS. 2 The subject headings of the sections of this Agreement are included for the purposes of 3 convenience only and shall not affect the construction or the interpretation of any of its provisions. 4 16. ENTIRE AGREEMENT; MODIFICATION. 5 This Agreement constitutes the entire agreement and the understanding between the parties, 6 and supercedes any prior agreements and understandings relating to the subject manner of this 7 Agreement. This Agreement may be modified or amended only by a written instrument executed 8 by all parties to this Agreement. 9 II 10 II 11 II 12 II 13 II 14 II 15 II 16 II 17 II 18 II 19 II 20 II 21 II 22 II 23 II 24 II 25 II 26 II 27 5 DHC/js [Agreements\Vendor.Agreement) 2006-307 1 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and TOSHffiA. Its: . By ~ Q 5e'~ ~. By: 2006-307 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 VENDOR SERVICE AGREEMENT This Vendor Service Agreement is entered into this 151 day of October 2006, by and between Xerox ("VENDOR") and the City of San Bernardino ("CITY" or "San Bernardino"). WITNESSETH: WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest of the CITY to acquire copier and related items and services pursuant to Section 3.04.010 B.2. of the Municipal Code which authorizes the CITY to utilize the bids for supplies, materials and equipment where another governmental agency has established a price at which a vendor is willing to sell to the CITY; and WHEREAS, the County of San Bernardino did solicit and accept proposals and bids from a number of vendors of such copier and related items and services; and WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and authorized by the County of San Bernardino to provide such copier and related items and services. NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR to provide those products and services as set forth in Exhibit "A" , "Request for Proposal, County of San Bernardino", dated November 15, 2005, attached hereto and incorporated herein by this reference. 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR the amount of (see attached Resolution, Exhibit A) for (see attached Resolution Exhibit A). b. No other expenditures made by VENDOR shall be reimbursed by CITY, DHC/js [Agreements\Vendor.Agreement) 1 2006-307 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 3. TERM; SEVERABILITY. The term of this Agreement shall be for a period of three year(s) commencing October 1, 2006 through September 30, 2009 (with the option of two one-year extensions) on a month to month basis. This Agreement may be terminated at any time by thirty (30) days written notice by either party. The terms of this Agreement shall remain in force unless mutually amended. The duration ofthis Agreement may be extended with the written consent of both parties. 4. INDEMNITY. CITY agrees to indemnify and hold hannless VENDOR, its officers, agents and volunteers from any and all claims, actions, or losses, damages and/or liability resulting from CITY's negligent acts or omissions arising from the CITY's performance of its obligations under the Agreement. VENDOR agrees to indemnify and hold hannless the CITY, its officers, agents, and volunteers from any and all claims, actions, or losses, damages and/or liability resulting from VENDOR's negligent acts or omissions arising from the VENDOR's performance of its obligations under the Agreement. In the event the CITY and/or the VENDOR is found to be comparatively at fault for any claim, action, loss, or damage which results from their respective obligations under the Agreement, the CITY and/or VENDOR shall indemnify the other to the extent of its comparative fault. 5. INSURANCE. While not restricting or limiting the forgoing, during the term ofthis Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY of any change or termination in the policy. DHC/js [Agreements\ Vendor .Agreement] 2 2006-307 I 6. NON-DISCRIMINATION. 2 In the performance of this Agreement and in the hiring and recruitment of employees, 3 VENDOR shall not discriminate on the basis of race, creed, color, religion, sex, physical handicap, 4 ethnic background or country of origin. 5 7. INDEPENDENT CONTRACTOR. 6 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 7 purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. 8 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, 9 Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other 10 payroll deductions for VENDOR and its officers, agents, and employees, and all business licenses, 11 if any are required, in connection with the services to be performed hereunder. 12 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. 13 VENDOR warrants that it possesses or shall obtain, and maintain a business registration 14 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 15 qualifications, insurance and approval of whatever nature that are legally required of VENDOR to 16 practice its business or profession. 17 9. 18 NOTICES. Any notice to be given pursuant to this Agreement shall be deposited with the United States 19 20 21 22 23 24 25 26 27 Postal Service, postage prepaid and addressed as follows: TO THE CITY: City Purchasing Manager 300 North "D" Street San Bernardino, CA 92418 Telephone: (909) 384-5242 TO THE VENDOR: Xerox 650 E. Hospitality Lane Suite #500 San Bernardino CA 92408 DHC/js [Agreements\Vendor.Agreement] 3 2006-307 I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 10. ATTORNEYS' FEES In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation oflaw assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.s. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be the mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. DHC/js [Agreements\Vendor.Agreement] 4 2006-307 1 2 3 4 5 6 7 8 9 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 16. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supercedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. II 10 II 11 II 12 II 13 II 14 II 15 II 16 II 17 II 18 II 19 II 20 II 21 II 22 II 23 II 24 II 25 II 26 II 27 5 DHC/js [Agreements\Vendor.Agreement) ~~ 2006-307 1 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and . 2 date set forth below. 3 Dated: IWrJ. &.- , 2006 4 XERO By: Its: -1;Jt%e 6 Xerox accepts this agreement with the understanding that if there is any conflict between the IIVendor Service Agreement" and the terms of the County of San Bernardino Copier Contract the latter 7 sha 11 preva i 1. I Dated / J j" , 2006 ERNARDINO 8 . ~ 5 9 10 11 12 13 14 Ilson, City Manager By: Approved as to Form: JAMES F. PENMAN, City Attorney 15 By: 16 James F. Penman, City Attorney 17 18 19 20 21 22 23 24 25 26 27 DHCljs (AgrcementslVendor.Agr<ement] 6 ~~ 1 2 3 4 VENDOR SERVICE AGREEMENT This Vendor Service Agreement is entered into this 1st day of October 2006, by and 5 between Canon ("VENDOR") and the City of San Bernardino ("CITY" or "San Bernardino"). WITNESSEm: 6 7 WHEREAS, the Mayor and Cornmon Council has determined that it is advantageous and 8 in the best interest of the CITY to acquire copier and related items and services pursuant to Section 9 3.04.010 B.2. of the Municipal Code which authorizes the CITY to utilize the bids for supplies, materials and equipment where another governmental agency has established a price at which a 10 II 12 13 14 15 16 17 18 19 20 21 22 23 vendor is willing to sell to the CITY; and WHEREAS, the County of San Bernardino did solicit and accept proposals and bids from a number of vendors of such copier and related items and services; and WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and authorized by the County of San Bernardino to provide such copier and related items and services. NOW, mERE FORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR to provide those products and services as set forth in Exhibit "A" , "Request for Proposal, County of San Bernardino", dated November 15, 2005, attached hereto and incorporated herein by this reference. 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR the amount of (see attached Resolution, Exhibit A) for (see attached Resolution, 24 25 26 27 Exhibit A). b. No other expenditures made by VENDOR shall be reimbursed by CITY, DHCIj. [AgtomenlsIVendor.Ap;emcnt] 1 I 3. TERM; SEVERABILllY. 2 The teon of this Agreement shall be for a period of three year(s), commencing October I, 3 2006 through September 30, 2009 (with the option of two one-year extensions) on a month to month 4 basis. 5 This Agreement may be terminated at any time by thirty (30) days written notice by either 6 party. The terms of this Agreement shall remain in force unless mutually amended. The duration 7 of this Agreement may be extended with the written consent of both parties. 8 4. INDEMNIlY. 9 CITY agrees to indemnify and hold harmless VENDOR, its officers, agents and volunteers 10 from any and all claims, actions, or losses, damages and/or liability resulting from CITY's negligent I I acts or omissions arising from the CITY's performance of its obligations under the Agreement. 12 VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and 13 volunteers from any and all claims, actions, or losses, damages and/or liability resnIting from 14 VENDOR's negligent acts or omissions arising from the VENDOR's performance of its obligations 15 under the Agreement. 16 In the event the CITY and/or the VENDOR is found to be comparatively at fault for any 17 claim, action, loss, or damage which results from their respective obligations under the Agreement, 18 the CITY and/or VENDOR shall indemnify the other to the extent of its comparative fanl!. 19 5. INSURANCE. 20 While not restricting or limiting the forgoing, during the term of this Agreement, VENDOR 21 shall maintain in effect policies of comprehensive public, general and automobile liability insurance, 22 in the amount of $1,000,000.00 combined single limit, and statutory worker's compensation 23 coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking 24 any wolk under this Agreement. CITY shall be set forth as an additional named insured in each - 25 policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall 26 require the insurer to notify CITY of any change or termination in the policy. 27 DHClj. (AgcemClltsIVClldor.Ap-ccmCllt] 2 I 6. NON.DISCRIMINATION. 2 In the performance of this Agreement and in the hiring and recruitment of employees, 3 VENDOR shall not discriminate on the basis of race, creed, color, religion, sex, physical handicap, 4 ethnic background or country of origin. 5 7. INDEPENDENT CONTRACTOR. 6 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 7 pwposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. 8 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, 9 Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other 10 payroll deductions for VENDOR and its officers, agents, and employees, and all business licenses, II if any are required, in connection with the services to be performed hereunder. 12 8. 13 BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. VENDOR warrants that it possesses or shall obtain, and maintain a business registration 14 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 15 qualifications, insurance and approval of whatever nature that are legally required of VENDOR to 16 practice its business or profession. 17 9. 18 NOTICES. Any notice to be given pursuant to this Agreement shall be deposited with the United States 19 Postal Service, postage prepaid and addressed as follows: 20 TO THE CITY: City Purchasing Manager 300 North "D" Street San Bernardino, CA 92418 Telephone: (909) 384-5242 21 22 TO THE VENDOR: 23 24 Canon 10608 Trademark Parkway North Rancho Cucamonga CA 91730 25 26 27 DHCljs [AgrcemenlslVcndor.Agrcemcnt] 3 ~~ I 10. ATTORNEYS' FEES 2 In the event that litigation is brought by any party in connection with this Agreement, the 3 prevailing party shall be entitled to recover from the opposing party all costs and expenses, including 4 reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or 5 remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof The 6 costs, salary and expenses of the City Attorney and members of his office in enforcing this 7 Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this 8 paragraph. 9 II. ASSIGNMENT. 10 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encUmber 11 all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. . 12 Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute 13 a breach of this Agreement and cause for the termination of this Agreement Regardless of ClTY's 14 consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform 15 all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 16 12. VENUE. 17 The parties hereto agree that all actions or proceedings arising in connection with this 18 Agreement shall be tried and litigated either in the State courts located in the County of San 19 Bernardino, State of California or the U.S. District Court for the Central District of California, 20 Riverside Division. The aforementioned choice of venue is intended by the parties to be the 21 22 23 24 25 26 27 mandatory and not permissive in nature. 13. GOVERNING LAW, This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. DHClj. [Agreem..tsWcndor .Agreement) 4 I 15. HEADINGS. 2 The subject headings of the sections of this Agreement are included for the purposes of 3 convenience only and shall not affect the construction or the interpretation of any of its provisions. 4 16. ENTIRE AGREEMENT; MODlFlCATION. 5 This Agreement constitutes the entire agreement and the understanding between the parties, 6 and supercedes any prior agreements and understandings relating to the subject manner of this 7 Agreement This Agreement may be modified or amended oi1ly by a written instrument executed 8 by all parties to this Agreement. 9 1/ 10 1/ If 1/ 12 II 13 1/ 14 1/ 15 1/ 16 1/ 17 1/ 18 1/ 19 1/ 20 1/ 21 1/ 22 1/ 23 1/ 24 1/ 25 1/ 26 1/ 27 5 DHCJj. (AgrcemenlsIVendor.Agreemcnt] ^^ ~ 1 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and 2 date set forth below. Dated: '2 - \ - 0 &, 2006 3 CANON. By. AI vL 11 -a-z Its: Ml~ By: ARDlNO