THE STATE OF TEXAS Modification No. 3 to the Managed Print COUNTY OF TARRANT Services Contract for Management of Print Shop

Transcription

1 THE STATE OF TEXAS Modification No. 3 to the Managed Print COUNTY OF TARRANT Services Contract for Management of Print Shop THIS MODIFICATION NO. 3 TO THE MANAGED PRINT SERVICES CONTRACT FOR MANAGEMENT OF PRINT SHOP (hereafter Modification ) is entered into as of this day of, 2013, by and between the CITY OF ARLINGTON, TEXAS, a municipal corporation located in Tarrant County, Texas, (hereafter referred to as CITY ), acting by and through its City Manager or his designee, and CANON SOLUTIONS AMERICA, INC., (f/k/a Canon Business Solutions, Inc., and hereafter referred to as CONTRACTOR ). W I T N E S S E T H : WHEREAS, on October 18, 2011, CITY and CONTRACTOR entered into a Managed Print Services Contract for Management of Print Shop relative to management of print shop operations and printing services; WHEREAS, effective June CITY and CONTRACTOR modified the aforesaid Contract by a Modification No. 1; WHEREAS, effective August 10, 2012 CITY and CONTRACTOR modified the aforesaid Contract by a Modification No. 2 (the aforesaid Contract, as modified by Modification Nos. 1 and 2, is hereinafter referred to as the Contract ); and WHEREAS, CITY and CONTRACTOR now desire to modify the Contract as set forth below; NOW THEREFORE, FOR AND IN CONSIDERATION of the covenants, duties and obligations herein contained, the parties do mutually agree that except as provided below, all other terms and conditions of the Contract shall remain unchanged and in full force and effect. In the event of any conflict or inconsistency between the provisions set forth in this Modification and the Contract, this Modification shall govern and control. In consideration of the foregoing, and for other good and valuable consideration, the parties hereto agree to modify the Contract as follows: I. The Contract currently provides for CONTRACTOR to operate, and to provide services through, Print Centers at the City Facility and the University Facility. CITY and CONTRACTOR agree that, effective as of the close of business on April 12, 2013, the Print Center at the University Facility shall be closed, and as provided in Section VI of this Modification, Exhibit A to the Contract is being amended to reflect the closure of the Print Center at the University Facility. The closure of the Print Center at the University

2 Facility shall not affect the Services to be provided by CONTRACTOR under the Contract except as otherwise provided in this Modification. Effective as promptly as is practicable after the closure of the Print Center at the University Facility, but no later than 14 days after said closure, the Printing Equipment which has been located at the Print Center at the University Facility will be relocated by CONTRACTOR at its own expense to the Print Center at the City Facility. The cabinets constructed in the University Facility during the term of the Contract shall remain in the Facility and not be removed by CONTRACTOR. All other equipment, fixtures and other items owned by CONTRACTOR and/or operated or installed at the Print Center at the University Facility for purposes of the operation thereof shall be removed therefrom by CONTRACTOR at its own expense as promptly as is practicable after the closure of the Print Center at the University Facility, but no later than 14 days after said closure. CONTRACTOR shall repair any damage caused by the removal of the above mentioned items, and deliver up the University Facility in as clean condition as when it was operated by CONTRACTOR. Other than the obligations of CONTRACTOR as set forth in this paragraph, the University Facility shall be delivered up by CONTRACTOR in an AS IS condition, and notwithstanding Section V, Subsection B of the Contract, entitled University Facility, and CONTRACTOR shall not be responsible for compliance with the provisions of the second sentence (the sentence beginning City agrees that upon termination of this Agreement for any reason.... ) of the fifth paragraph of Section 13.e of Attachment H to the Contract. Any personal property not removed within the 14 days will be deemed abandoned and may be disposed of by the CITY in any manner it chooses, with no liability or reimbursement obligation to CONTRACTOR. The facility fee payable by CONTRACTOR for use of both of the City Facility and the University Facility pursuant to Section V, Subsection D of the Contract, entitled Facility Fee, shall, effective from and after May 1, 2013, be payable solely for use of the City Facility, and shall be FIFTY-FOUR THOUSAND FOUR HUNDRED AND SEVENTY-FOUR DOLLARS ($54,474.00) annually, payable in monthly installments of FOUR THOUSAND FIVE HUNDRED AND THIRTY-NINE DOLLARS AND FIFTY CENTS ($4,539.50) each (such amounts subject to adjustment as provided in Section V, Subsection D of the Contract). II. Section IV, Subsection A of the Contract, entitled Base Compensation, is hereby modified so that hereafter said clauses shall be altered to read as follows: A. Base Compensation. CITY agrees to pay CONTRACTOR for the Services: (i) During the Phase-In Period as defined in IV.H below, the amounts specified in IV.H below. (ii) (a) After the Services Commencement Date and through March 31, 2013, a fixed payment per month of NINETY-NINE THOUSAND (2)

3 THREE HUNDRED THIRTY-FOUR AND 01/100 DOLLARS ($99,334.01), which includes 13,500,000 clicks per year of black and white impressions and 1,800,000 clicks per year of color impressions, and (b) commencing effective April 15, 2013, a fixed payment per month of SIXTY FOUR THOUSAND FOUR HUNDRED AND SEVENTY- FOUR DOLLARS AND FIFTY-SEVEN CENTS ($64,474.57), for which there is no included volume of impressions (such amounts, as may be adjusted as hereinafter provided, the Minimum Monthly Management Fee ) (the Minimum Monthly Management Fee for April 2013 shall be pro-rated to incorporate the pre-april 15 and the post-april 15 amounts); and (iii) After the Services Commencement Date and through April 30, 2013, additional black and white impressions will be billed at $.0042 each and additional color impressions will be billed at $.0565 each, and commencing effective April 15, 2013, all black and white impressions will be billed at $.0044 each and all color impressions will be billed at $.0565 each; however, the total compensation for Services shall not exceed SEVEN MILLION, THIRTY-FIVE THOUSAND, FORTY AND NO 00/100 DOLLARS ($7,035,040.00) over the initial term of the Contract. CITY acknowledges that effective from and after April 15, 2013, since there will no longer be any included volume of clicks, the prior written approval of CITY s Contract Administrator that was required by clause (B) of Section IV.A of the Contract prior to April 15, 2013 shall no longer be required or applicable. Furthermore, Section IV, Subsection E of the Contract provides that the Upfront Reimbursable Expenses will be reimbursed to CONTRACTOR by adding one-fortyeighth (1/48) of the amount thereof to the Minimum Monthly Management Fee for the thirteenth (13 th ) month of the initial Term of the Contract and each subsequent month of the initial Term. In accordance therewith, CITY confirms and agrees that it has paid, or will pay, Upfront Reimbursable Expenses (i) through payments to CONTRACTOR of $1, for each of February and March 2013 and a pro-rated amount for the period April 1 through April 15, 2013, and (ii) through the Minimum Monthly Management Fee payable, as provided above, commencing April 15, 2013 including the amount of $1, in respect of Upfront Reimbursable Expenses (and accordingly, such amount shall not be billed separately to CITY for the period commencing April 15, 2013). III. Section IV, Subsection B of the Contract, entitled Adjustments of Minimum Monthly Management Fee, shall be of no further force or effect from and after the date of this Modification; the parties acknowledge and agree that the reduction of the Minimum Monthly Management Fee effective April 15, 2013 effected by Section I of this Modification is being agreed to by the parties as contemplated by Section IV of Subsection B of the Contract. (3)

4 IV. Section VIII of the Contract, entitled Additional Contract Participants, is hereby modified so that hereafter said Section shall be altered to read as follows: Initially, the Services will be provided only to end users who are employees and officers of the CITY and The University of Texas at Arlington. CITY may subsequently desire to enter into subsequent agreements with other governmental entities within the North Central Texas Council of Governments area in order to make the Services available to such governmental entities. Any such expansion of availability of the Services shall be subject to mutual agreement of the parties hereto. Additionally, CONTRACTOR is hereby authorized to utilize the Canon Print Center at Arlington facility and equipment to sell print services to nonpublic sector customers. All revenues from such services shall be solely for CONTRACTOR s account, but (i) CONTRACTOR shall reimburse CITY for all supplies and paper used for the completion of such print services, and (ii) the per impression charges otherwise payable by CITY pursuant to Section IV.A(iii) of the Contract shall not apply to such services. Pursuant to Section XI of the Contract, entitled Notices, CITY hereby notifies CONTRACTOR that notices intended for CITY shall be sent to the attention of Darrell Strange or Current Contract Administrator, at the address of CITY specified in the aforesaid Section XI. V. Also pursuant to Section XI of the Contract, entitled Notices, CONTRACTOR hereby notifies CITY that notices to CONTRACTOR s Contract Administrator shall be addressed as follows: Adrian LeBlanc or Current Contract Administrator National Account Executive Business Services Division Canon Solutions America, Inc Research Blvd., Building 7, Suite 110 Austin, Texas VI. Effective as of the date of this Modification, Attachments A (Modification #3 Exhibit A), B, (Modification #3 Exhibit B) and C (Modification #23Exhibit C) of the (4)

5 Contract are hereby replaced in their entirety by the revised versions thereof attached to this Modification. This Modification shall commence upon the day first written above, and unless specifically stated otherwise herein, shall become effective as of April 15, 2013, and continue in full force and effect until termination in accordance with the provisions of the Contract. EXECUTED on this the day of, CANON SOLUTIONS AMERICA, INC. BY Name: Title: CITY OF ARLINGTON, TEXAS BY_ GILBERT PERALES Deputy City Manager ATTEST: MARY W. SUPINO, City Secretary APPROVED AS TO FORM: JAY DOEGEY, City Attorney (5)

6 BY (6)

7 THE STATE OF CONTRACTOR COUNTY OF Acknowledgment BEFORE ME, the undersigned authority, a Notary Public in and for the State of New York, on this day personally appeared, known to me (or proved to me on the oath of or through (description of identity card or other document)) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed same for and as the act and deed of CANON SOLUTIONS AMERICA, INC., and as thereof, and for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of, Notary Public in and for The State of Texas My Commission Expires Notary's Printed Name THE STATE OF TEXAS CITY OF ARLINGTON, TEXAS COUNTY OF TARRANT Acknowledgment BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared GILBERT PERALES, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed same for and as the act and deed of the CITY OF ARLINGTON, TEXAS, a municipal corporation of Tarrant County, Texas, and as the DEPUTY CITY MANAGER thereof, and for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of, Notary Public in and for The State of Texas My Commission Expires Notary's Printed Name (7)