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Home My WebLink AboutC2010-217 - 5/25/2010 - Approved2010-217 M2010-121 051251 i0 Office Communications Systems Uffice Communications Systems, Inc, Dba Toshiba Business Solutions Lease of Copiers ~~~ j ~~ ~ ~ ~-- i~~ LEASE AGREEMENT No. SA10-057 } THIS LEASE OF COPIERS (this "Agreement") is entered into by and between Office Communications Systems, Inc. d.b.a. Toshiba Business Solutions (the "Contractor") and the City of Corpus Christi, a Texas home-rule municipal corporation (the "City"} effective for all purposes upon execution by the City Manager. WHEREAS Contractor has proposed to provide LEASE OF COPIERS in response to Request for Proposal No. BI-0208-09, which is incorporated herein by reference; WHEREAS the City has determined Contractor to be the most advantageous Proposer; NOW, THEREFORE, Contractor and City enter into this Agreement and agree as follows: 1. Services. Contractor will provide the LEASE OF COPIERS in accordance with Request far Proposal Na. SI-0208-09, which is incorporated herein by reference. Additionally, for a fee of forty five ($45.00} dollars per hour, the Contractor shall provide repair service, outside Contractor's normal repair service hours, for the copier located in the Municipal Court's Detention Center located in Wilson Plaza at 61 S Leopard Street, Suite 113A, Corpus Christi, Texas. For the duration of this Agreement and any extensions thereof, Contractor shall provide an an-site desktop loaner for the Municipal Court's Detention Center that shall remain on-site at 615 Leopard Street, Suite ll3A. City agrees to use said loaner only when the rapier in the Municipal Court's Detention Center is not operational. At no additional cost to the City, at the conclusion of this Agreement and subsequent to the Contractor picking up the copiers under this Agreement and prior to Contractor selling, renting, leasing or otherwise disposing of said copiers, Contractor shall overwrite all hard drives in all copiers with a single pass of random data. 2. Fee for Services. The City agrees to pay the Contractor those fees mutually agreed to between both parties, including options (i.e. fax, saddle stitch, etc.) selected by the City, as set out in the pricing list provided by Contractor in Exhibit B, Proposer's proposal. 3. Term. This Agreement is for three years, commencing on the date signed by the last signatory hereto. The tern includes an option to extend for up to two additional twelve-month periods subject to the approval of the Contractor and the City Manager or his designee ("City Manager".) 4. Contract Administrator. The Contract Administrator designated by the City is responsible far approval of all phases of performance and operations under this Agreement including deductions for non-performance and authorizations for payment. All of Contractor's notices or communications regarding this Agreement must be directed to the Contract Administrator, who is the Procurement ~. Manager. 5. Independent Contractor. Contractor will perform the services hereunder as an independent contractor and will furnish such services in its own manner and method, and under no circumstances or conditions may any agent, servant, or employee of Contractor be considered as an employee of the City. 6. Insurance. Before activities can begin under this Agreement, Contractor's insurance company(ies) must deliver a Certificate of Insurance, as proof of the required insurance coverages to the Contract Administrator. Additionally, the Certificate must state that the Contract Administrator will be given at least 30 days notice of cancellation, material change in the coverages, or intent not to renew any of the policies by certified mail. The City must be named as an Additional Insured. The City Attorney must be given copies of all insurance policies within 15 days of the City Manager's written request. Insurance requirements are incorporated herein in Request far Proposal Na. BI-0111-09 which is incorporated herein as Exhibit A, and may be revised annually by the City Manager upon 30 days written notice to Contractor. 7. Assignment. Na assignment of this Agreement or any right or interest therein by Contractor is effective unless the City first gives its written consent to such assignment. The performance of this Agreement by Contractor is of the essence of this Agreement and the City's right to withhold consent to such assignment is within the sole discretion of the City on any ground whatsoever. The City acknowledges that through its operating agreement with Toshiba American Business Solutions, Inc., GE Capital will bill and collect under the name Toshiba Financial Services and Office Communications Systems, Inc. d.b.a. Toshiba Business Solutions for Off ce Communications Systems, Inc. d.b.a. Toshiba Business Solutions. 8. Fiscal Year. All parties recognize that the continuation of any contract after the close of any fiscal year of the City, which fiscal year ends on July 31 annually, is subject to appropriations and budget approval providing far such contract item as an expenditure in that budget. The City does not represent that the budget item will be actually adopted, that determination is within the sole discretion of the City Council at the time of adoption of each budget. 9. Waiver. No waiver of any breach of any term or condition of this Agreement ar Contractor's bid offer to Request far Proposal No. BI-0208-09 waives any subsequent breach of the same. 10. Compliance with Laws. This Agreement is subject to all Federal laws and laws of the State of Texas. All duties of the parties will be performed in the City of Corpus Christi, Texas. The applicable law for any legal disputes arising out of this Agreement is the law of Texas and the venue for such . disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 11. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, Contractor must obtain prior written approval from the Contract Administrator. In using subcontractors, Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of Contractor. All requirements set forth as part of this Agreement are applicable to ail subcontractors and their employees to the same extent as if the Contractor and its employees had performed the services. 2 12. Amendments. This Agreement may be amended only by written agreement signed by duly authorized representatives of the parties hereto. 13. Terming#ion. The City Manager may terminate this Agreement for Contractor's failure to 1 perform the services specified in Request for Proposal No. BI-0208-09. Failure to keep all insurance policies in force for the entire term of this Agreement is grounds for termination. The Contract Administrator must give Contractor 5 work-days written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. Alternatively, City may terminate this Agreement, with cause, upon 20 days written notice to Contractor. However, City may terminate this Agreement on 24-hours written notice to Contractor for failure to pay or provide proof of payment of taxes as set out herein. The first paragraph in Section 2.37, Termination of Contract, of the RFP is hereby revised to read: The City Manager may terminate this Agreement far Contractor's failure to perform the services specified in this RFP. Failure to keep all insurance policies in force for the entire term of this Agreement is grounds for termination. The Contract Administrator must give Contractor 5 work-days written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. Alternatively, City may terminate this Agreement, with cause, upon 20 days written notice to Contractor. However, City may terminate this Agreement on 24-hours written notice to Contractor for failure to pay or provide proof of payment of taxes as set out herein. 14. Taxes. Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes, and all other related taxes according to Circular E Employer's Tax Guide, publication 15, as it may be amended. Contractor must provide proof of payment of these taxes within 30 days after City Manager's written request therefore. Failure to pay or provide proof of payment is grounds far the City Manager to immediately terminate this Agreement. * 15. Drug Policy. Contractor must adopt a Drug Free Workplace and drug testing policy that substantially conforms to the City's policy. The City has azero-tolerance drug policy. * 16. Violence Policy. Contractor must adopt a Violence in the Workplace and related hiring policy that substantially conforms to the City's policy. The City has azero-tolerance violence policy. 17. Notice. Notice may he given by fax, hand delivery or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after deposit, if sent certified mail. Notice shall be sent as follows: IF TO CITY: City of Corpus Christi Purchasing Division Attention: Procurement Manager P.O. Box 9277 3 Corpus Christi, Texas 78469-9277 Fax No.: 361-882-7320 IF TO CONTRACTOR: Contractor Name: Off ce Communications Systems, Inc. d.b.a. Toshiba Business Solutions Contact Person: James D. Magness Address: 10231 Kotzebue Cit ,State, Zip: San Antonio TX 78217- Fax No.: 210-357-2600 ext. 102- - 18. Month-taMouth Extension. If the City has not completed the bidding process and awarded a new LEASE OF COPIERS upon the expiration of this Agreement, then Contractor must continue to provide services under this Agreement, at its current fee, on a month-to-month basis until a new contract is awarded by Council. This Agreement automatically expires on the effective date of a new contract; the Contract Administrator will provide written notice of the effective date of the new contract to Contractor. 19. Indemnification. CONTRACTOR AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS (INDEMNITEES) FRDMAND AGAINST ANYAND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION OF ANY NATURE DN ACCOUNT OF DEATH, PERSONAL INJURIES, ' PROPERTYLOSS OR DAMAGE OR ANY OTHER KIND OF DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, CDURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS CONTRACT OR THE - PERFORMANCE OF THIS CONTRACT, REGARDLESS OF WHETHER THE INJURIES, DEATH OR DAMAGES ARE CAUSED DR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTING NEGLIGENCE OF INDEMNITEES, BUT NOT BY THE SOLE NEGLIGENCE OF . INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR GROUP. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR ' SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO INDEMNITEES AND PAY ALL CHARGES OF ATTORNEY AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY OF SAID LLABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS OR ACTIONS. 20. Severability. Each provision of the Agreement shall be considered to be severable and, if, for any reason, any such provision or any part thereof, is determined to be invalid and contrary to any existing or future applicable law, such invalidity shall not impair the operation of or affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part thereof had been omitted. SIGNED this 20th day of May , 20 10 Contractor: Office Communications Systems, Inc. d.h.a. Tnshiha Rosiness Snlutinns Si ore N e: James D. Magness Title: President & CEO 4 i , ' - CITY CO U C RISTI ~~ ~ I Michae rera ~~~,~ Assistant Director of Financial Services 14tf~HORfaB3 ~ CAtl~iGfL ..~~~ '' APPROVED THIS ~-`~ DAY OF 20 ~~ CARLOS VALDEZ, CITY ATTORNEY ~ ~ rC. ..,..... ~ $~~r~ry~b. ~~ By: ~! ~ ,Assistant City Attorney ~s~ ~~ ~~. Incorporated by Deference: Exhibit A: Request for Proposal No. BI-0208-09 Exhibit B: Proposer's Proposal, as clarified via clarification questions and responses 5