HomeMy WebLinkAbout2010-119 AMS - BMP Print Solutions - Print Management Agreement i
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PRINT SOLL-ITIONS
Print Management Agreement
For
orange County
PMA-Orange County.doc t
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Print Management Agreement
#BMPBEN06012010
This Print Management Agreement with all Attachments,Schedules and Addenda shall be collectively referred to as this"Agreement".
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Orange County(herein referred to as"CUSTOMER")with its principal place of business at:
PO Box 8181,(131 West Margaret Lane,Suite 301.),Hillsborough,NC 27278
And Business Machine Products,Inc(aka:BMP Print Solutions)(Herein referred to as"DEALER")with its principal place of
business at:31 i-B Pomona Drive Greensboro NC 27407
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DEALER will provide CUSTOMER a Print Management service as described in Addendum A,"Scope of Services"for all
equipment and OEM accessories herein referred to as"the Equipment"and locations as listed in Schedule A.
DEALER will provide on-site support,as described in Addendum A.Additional Services may be added to this agreement with the
consent of CUSTOMER and DEALER,added by Addendum and signed by both parties.
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CUSTOMER shall pay a monthly Print Management fee to DEALER. Such fee is determined by multiplying the cost per page as
provided herein,by the number of monthly pages printed by CUSTOMER.This Agreement shall carry a cost per page for the
Monochrome Printer of$0.01 for the network printers,Network Color Printer of$0.08
There will be no base page count amounts.This will be a true pay per use agreement.The actual page counts will be billed in arrears
at the end of each quarter.Any printing device without page tracking capabilities can be managed with this agreement to include
labor while DEALER invoices for materials and supplies.
Payment Terms::Net 30 Days
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This Agreement shall have 36 month term for performance,unless terminated or extended as provided herein.
This Agreement shall commence immediately upon approval of Agreement by both parties or on(Date) at which
point,DEALER shall commence the Implementation Procedure as described in Attachment A,"Scope of Services".
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Both parties agree to the terms and conditions set forth herein. CUSTOMER acknowledges that it has read the tams and conditions
as set forth under Standard Terms and Conditions. (Initial)
This agreement shall be governed and construed in accordance with the laws of the state of North Carolina.
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Date: -7 ' I Z- Zo In Date: "711
instrument has been approved as to technical content.
Pamela one , Department Director
PMA-o nge County.doc 2
This instrument has been pre-audited in the manner required by the Local Government Budget
and Fiscal Control Act.
Clarence G. Grier, Finance Officer
T11's ' strut s been approved as to legal form and sufficiency.
Ybn L. Roberts,County Attorney
PMA-Orange County.doc 3
Standard Terms and Conditions
1. General Scope of Coverage
This Agreement covers all supplies(toner,drum,transfer kit,fuser kit),the labor and the material for adjustments,repairs and replacement of parts as necessitated by
normal use of the equipment except as hereinafter provided. Damage to the equipment or its parts arising out of misuse,abuse,negligence,user error,power surges,
fire,flood or causes beyond DEALER's control are not covered. DEALER may terminate this agreement in the event equipment is modified,altered or serviced by
personnel other than those employed by DEALER or without consent of DEALER.
2.Availability
On-site hours are from 8:OOam to 5;00pm Monday through Friday excluding DEALER Holidays.DEALER holidays are Good Friday,Memorial Day,Independence
Day,Labor Day,Thanksgiving Day(2).Christmas Day,New Years Day.
3.Addition of Equipment
CUSTOMER is required to immediately notify DEALER upon installation of any additional equipment at CUSTOMER's site, Unless otherwise specified,upon
installation and notification,such equipment shall automatically be covered by this Agreement.Said equipment shall be considered the Equipment for all purposes
under this agreement.Any Equipment added to this agreement may be done so without altering the end date of this agreement.
4.Cancellations&Extensions
This agreement is for a minimum of 36 months.During this time,the CUSTOMER may elect to cancel this agreement.To cancel this agreement,the CUSTOMER
must notify DEALER with a 90 day advance written notice.If this agreement is cancelled early for any reason other than Non-Performance,the CUSTOMER will be
responsible for paying all costs associated with the implementation of this contract.Implementation costs,not to exceed an average of$100 per printer,will include
all parts,materials and labor provided and installed to bring all Equipment to Manufacturers Specifications.A listing of all implementation costs will be provided to
CUSTOMER after completion the implementation. In the event of cancellation by CUSTOMER,DEALER must be permitted to remove DEALER owned
equipment and supplies.In the event of CUSTOMER cancellation CUSTOMER agrees to pay for all charges incurred. In the unlikely event that the DEALER must
terminate this agreement,the CUSTOMER will have a 90 day advanced written notice from DEALER.The CUSTOMER will have the option of(a)allowing the
DEALER to remove and pick up DEALER owned equipment and supplies,upon which DEALER will incur all costs of or(b)the CUSTOMER may purchase the
equipment and supplies from DEALER at fair market value, Fair market value will be determined at that time by using an average retail selling price for the same
equipment,from similar vendors within the region.Afterthe initial term,this Agreement may be renewed for an additional 12,24 or 36 months.Renewal of this
agreement is subject to price and provision changes.Price increases upon renewal will be no more than 10%for 12 months,7.5%for 24 months and 5%for 36
months.
5.Non-Performance
In the event that DEALER does not perform the Scope of Services of this agreement,CUSTOMER shall inform DEALER in writing and DEALER shall have a
period of thirty(30)days to correct any deficiencies in performance. Should DEALER still be unable to correct the problem,the CUSTOMER shall have the option
of terminating this Agreement without incurring any penalty including Liquidated Damages. In the event of termination for non-performance CUSTOMER shall:
a) Be permitted to use DEALER owned equipment for up to 90 days while CUSTOMER obtains equipment to replace any DEALER owned
equipment.
b) Permit DEALER to remove uny DEALER owned equipment and supplies covered under this Agreement at DEALERS expense,after 90 day period.
c) Pay all charges due and owing to DEALER through the date of removal of such equipment and/or supplies.
6.Confidentiality
DEALER recognizes that it must conduct its activities in a manner designed to protect any information concerning its affiliates or CUSTOMERS(such information
herein referred to collectively as the"Information")from improper use or disclosure. DEALER agrees to treat CUSTOMER's Information on a confidential basis,
DEALER further agrees that it will not disclose any CUSTOMER Information,without CUSTOMER's prior written consent,to any person,firm or corporation
except(I)to authorize CUSTOMER representatives or(2)to employees of DEALER who have to perform the services contemplated hereunder. DEALER agrees
upon request to have its employees execute written undertakings to comply with the confidentiality requirements set forth under this paragraph.DEALER
acknowledges that the Agreement with all Attachments,Schedules and Addenda may be deemed public records and subject to disclosure in whole or in part under
the North Carolina Public Records Law. CUSTOMER will provide DEALER with prompt notice of any intended public records disclosures,and an appropriate
opportunity to seek protection for DEALER'S confidential and proprietary information consistent with all applicable laws and regulations.DEALER is prohibited
from destroying,deleting,selling,loaning or otherwise disposing of any information concerning CUSTOMER,without prior written consent of CUSTOMER.These
measures shall be extended by contract to all subcontractors of DEALER.
7,Insurance
DEALER shall at all times during the term of this Agreement maintain,at its cost,customary levels of the following types of insurance:general liability,workers
compensation liability and,if appropriate to the services rendered,automobile liability(including bodily injury and property damage)
8.Indemnification
CUSTOMER and DEALER shall hold each other harmless from any claim,demand,liability,and cause of action or damage for actual or alleged infringement of
any intellectual property rights or copyrights arising from the performance of services under this Agreement. Other than as provided above,each party agrees to hold
harmless,defend and indemnify the other party against any liability,demand,claim or cause of action for personal injury or property damage due to or arising out of
the acts of that party,its agents and employees, However,each party shall have no obligation to hold harmless,defend or indemnify the other from or for liability
arising from the other's own intentional or negligent acts.In no event shall DEALER or CUSTOMER be liable to each other for consequential or indirect damages
due to non-performance,any breach of this Agreement,or any act of DEALER or CUSTOMER or of its employees or agents.It is the intent of this section to require
DEALER to indemnify CUSTOMER to the extent permitted under North Carolina law.CUSTOMER will honor all indemnity provisions under the agreement only
to the maximum extent permitted by applicable law.No section of the agreement is intended to create a waiver of CUSTOMER'S rights or privileges as a sovereign
entity,
9.Miscellaneous
This Agreement supersedes all prior discussions or understandings between the parties. This Agreement cannot be changed or terminated orally. No modification of
this Agreement shall be binding unless signed by the party against whom is sought to be enforced.Many provision of this Agreement is held to be invalid or
unenforceable,the remainder of the Agreement shall still be construed as valid and enforceable.No waiver shall be deemed to be made by any party of any of its
rights hereunder unless,the same shall be in writing signed by the waiving party and any waiver shall be a waiver only with respect to the specific instance involved
PMA-Orange County.doc 4
and shall in no way impair the rights or obligations of any party in any respect at any other time. The laws of the State of North Carolina shall govern the validity
and interpretation of the provisions,terms and conditions of this Agreement.
10.Assignability
The CUSTOMER may not assign its interest in or delegate its duties under this Agreement.
11.Breach or Default
If the CUSTOMER does not pay all charges for services as provided hereunder,promptly when due:(1)DEALER may(a)refuse to provide service or supplies for
the Equipment or(b)furnish service and supplies on a C.O.D."Per Call"basis at published rates and(2)the CUSTOMER agrees to pay DEALER costs and
expenses of collection including the reasonable attorney's fee permitted by law in addition to all other rights and remedies available to DEALER. Provided however,
CUSTOMER may withhold payment of all or portion of a disputed invoice until the parties have resolved the dispute.
PMA-Orange County doc 5
Addendum A
Scope of Services
Print Management Agreement
1. Management Team
DEALER will assign a Customer Service Representative. All reporting of hardware failures should be directed to Customer
Service at 866-321-4267.Please have the appropriate Equipment ID number to give to the Customer service representative.
2. Implementation
Upon approval of this Agreement by both parties,DEALER will install tracking software and will complete an inspection of the
Equipment to be serviced under this Agreement. Following inspection,a DEALER identification tag will be attached to the
Equipment and the Equipment will be brought to manufacturer's specification by DEALER.As agreed upon by DEALER and
CUSTOMER,DEALER will provide quality laser printers for use at no charge.Printers provided by DEALER will be network
ready and AS400 compatible.Unless otherwise agreed upon in this contract,DEALER will retain ownership of the all the printing
equipment installed.
3, Print Management Services
Print Management Services are inclusive of but not limited to the following:
a) Hardware Support Services
Preventative Maintenance-DEALER will provide preventative maintenance on all devices on an annual basis assuring
optimum performance and longevity.Upon agreement,BMP will provide a comprehensive cleaning including high
mortality parts replacement on all covered printers resulting in reduced downtime and IT involvement.
On Site Service-DEALER Technicians,under the guidelines of the Standard Terms and Conditions,will act proactively
as they follow standard procedures for addressing hardware failures involving the resolution of the immediate failure
followed by a completion of a multi-point check list replacing high mortality parts as needed.
Supplies Management-Supplies excluding paper will be included. All supplies will be OEM compatible unless noted in
this agreement.Approximately one(1)months supply will be kept in stock at Customers site.Supplies will be shipped per
Customer request,as notified by monitoring software or physical inventory but limited to a quantity required based on
prints generated under this agreement.All supplies under this agreement will be shipped freight free.
Hardware Installation-DEALER will assist in the installation of any equipment covered under this agreement.
Response Time-DEALER will respond to service calls placed to the Customer Support Center(email or voice)within an
average of four(4)hours for down machines.Next day onsite response is guaranteed.
Tracking&Reporting-DEALER will provide an automated tracking and reporting software that will account for all
devices and related operating costs and then recover those costs from each department.Monthly reports detailing pages
printed per machine/department/location will be provided for billing and management purposes.This tracking software
will be installed on a network PC and every PC that a printer is directly attached.DEALER may only use the outbound
transmission of tracking software to remotely monitor and support the Equipment for more timely and accurate resolution
of problems.No inbound transmissions or direct connection to CUSTOMER network can or will occur.
Service Loaners-if we cannot repair your printer in your office,if logistically feasible we will provide a free loaner until
your printer is repaired.
b) Network Support
Network Solutions Group-DEALER's Network Group will be available to provide support for application specific
printing challenges. Following a needs analysis,the Network Group,if necessary,will provide a"Scope of Work"
estimate for your approval.
c) Contract Management
Quarterly Print Management Review,DEALER will meet with CUSTOMER at least semi-annually,but not more than
once per quarter to review the Agreement,DEALER's performance and Equipment performance.
Asset Management-The DEALER will maintain an accurate inventory of all Equipment and associated print volumes.
DEALER will proactively offer solutions that would improve the conditions of the Agreement including,but not limited
to,reallocation of resources for improved performance,cost reduction initiatives and recommendations for any new
technology.
PMA-Orange County Am 6
Schedule A
Covered Equipment
Printer list to be determined
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PMA-Orange County Am