Amendment No. 1 to the Agreement between CITY OF MIAMI BEACH and cANON SOLUTIONS AMERICA, INC. DocuSign Envelope ID:48257CD5-237F-499F-926F-AAE1 EA413715 20 19-308 78
AMENDMENT NO. 1 TO THE AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
CANON SOLUTIONS AMERICA, INC.
This Amendment No. 1 (Amendment) to the Agreement, dated November 8, 2019, is
entered into this ?) I , day of July, 2020 (Effective Date), by and between the City of
Miami Beach, Florida, a municipal corporation organized and existing under the laws of
the State of Florida, having its principal place of business at 1700 Convention Center
Drive, Miami Beach, Florida 33139 ("City"), and Canon Solutions America, Inc., a New
York corporation, having its principal place of business at One Canon Park, Melville, NY
11747 ("CSA" or"Contractor"), and hereby amends the Agreement as follows:
RECITALS
WHEREAS, on July 19, 2019, the Mayor and City Commission approved the award of
Invitation to Negotiate ("ITN") No. 2017-015-JC, for A Document Management Solution,
to Canon Solutions America, Inc. pursuant to Resolution 2019-30878; and
WHEREAS, on November 8, 2019, the City of Miami Beach entered into the
Agreement with the Contractor; and
WHEREAS, the Police Department and Information Technology Departments have
identified a need to increase the scope to include equipment and software at an additional
location to add one(1)IMAGERUNNER ADVANCE C3561F 3 for the Police Command co-
terminously with the current active lease ending December 27, 2024; and
WHEREAS, the additional location is a Police Command Vehicle which requires a
unique equipment not originally contemplated in the Agreement; and
WHEREAS, the Contractor submitted pricing for a new lease equipment and software
in the Police Command Vehicle, at the same terms and conditions of the Agreement; and
WHEREAS the Information Technology Department has determined that the price is
fair and reasonable; and
WHEREAS, the total cost of the increased rates represents an estimated impact of
$6,213.6 for the life of the Agreement; and
WHEREAS, pursuant to 03.02 procedure, the City Manager has authority to amend
the Agreement, as the cumulative fiscal impact of this Amendment does not exceed
$100,000 throughout the life of the Agreement; and
WHEREAS, the increased rates will be effective upon execution of this amendment;
and
WHEREAS, the Contractor will provide the replacement model that is equal, to or
better than that of the discontinued model at the same price, terms and conditions of the
discontinued model.
DocuSign Envelope ID:48257CD5-237F-499F-926F-AAE1 EA413715
NOW THEREFORE, in consideration of the mutual promises and conditions contained
herein, and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the City Manager and Consultant hereby agree to amend the Agreement
as follows:
ABOVE RECITALS.
The above recitals are true and correct and are incorporated as part of this
Amendment.
1. MODIFICATIONS.
The Agreement is hereby modified as follows:
(a) The date of installation of all of the devices set forth in Section 3.1 of the
Agreement is December 28, 2019 and the initial term of 60 months shall end
on December 27, 2024. Notwithstanding, the parties agree to add one (1)
IMAGERUNNER ADVANCE C356IF 3 for the Police Command and the initial
term therefore will begin on , for months, and end on a
coterminous basis on December 27, 2024.
(b) Exhibit A to the Agreement is deleted in its entirety and replaced with the
attached Amended Exhibit A. (Changes to Exhibit A are underlined in
Amended Attachment A)
(c) All references to Exhibit A in the Agreement shall mean the Amended Exhibit
A attached hereto.
2. RATIFICATION.
Except as amended herein, all other terms and conditions of the Agreement shall
remain unchanged and in full force and effect. In the event there is a conflict
between the provisions of this Amendment and the Agreement, the provisions of
this Amendment shall govern.
The remainder of this page is intentionally left blank.
Docusign Envelope ID:48257CD5-237F-499F-926F-AAE1 EA413715
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
DocuSigned by:
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By: : . T ... SAO.
Rafael . Gra'•o, City Clerk Jimmy L. Morales, City Manager
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FOR CONSULTANT/CONTRACTOR: CANON SOLUTIONS AMERICA, INC.
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7/21/20
DATE
APPROVED AS TO
FORM & LANGUAGE
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DocuSign Envelope ID:48257CD5-237F-499F-926F-AAE1 EA413715
Amended Exhibit A-Equipment, Software & Services
1. Equipment& Software Pricing
A. Equipment
Item Code Description MIN QTY. Sell Price Per Unit ' 60 Month FMV Lease
Payment Per Unit
•
3274C002 IMAGERUNNER ADVANCE C55501111 88 $3,532.86 I $195.16*
Optional Accessories:
0607C002 PAPER DECK UNIT-Fl $692.39 $13.40
06100002 HIGH CAPACITY CASSETTE FEEDING $462.25 ! $8.94
UNIT-Al
0615C002 INNER FINISHER-H1 $375.78 $7.27
0618C002 INNER 2/3 HOLE PUNCHER-81 $231.17 $4.47
0625C001 IC CARD READER BOX-C1 i $44.53 ? $0.86
3324C001 ImageRUNNER ADVANCE 45511111 50 $2,337.28 $98.45*
I Optional Accessories:
0607C002 PAPER DECK UNIT-F1 $692.39 $13.40
HIGH CAPACITY CASSETTE FEEDING
06100002 UNIT-Al $462.25 $8.94
0615C002 INNER FINISHER-H1 i $375.78 $7.27
0618C002 INNER 2/3 HOLE PUNCHER-B1 $231.17 j $4.47
0625C001 IC CARD READER BOX-C1 . $44.53 $0.86
1476C004 COLOR IMAGECLASS LBP654CDW 15 $460.50 $46.53
Optional Accessories:
0732A032 CASSETTE UNIT-AF1 $135.00 $2.61
35758322 UNIFLOW $347.15 $6.70
3515C003 IMAGECLASS LBP325DN 14 $342.50 $14.29
Optional Accessories:
0865C001 PAPER FEEDER PF-C1 $129.00 $2.50
35758322 UNIFLOW $347.15 $6.70
3312C003 IMAGERUNNER ADVANCE C3561F 3 1 $103.56 $103.56*and'"'
Included Accessories:
95798003 CASSETTE FEEDING UNIT-AJ1 Included Included
1636C001 IC CARD READER ATTACHMENT-Al Included Included
35758504 MICARD PLUS SC READER Included Included
2368V120 MID VOLUME CONNECTIVITY 30+PPM UP Included Included
TO 79PPM
IR ADV Included Included
3536V998 C3501F/C250IF/C3551F/C2551F/C3561F
II/C2561F II INSTALL PAK
SECURE PUBLIC PRINT(SPP)&SCAN Included Included
35758590 DEVICE LICENSE FOR MEAP BUNDLE-1
DEVICE
1396V766 1 UNIFLOW IMPLEMENTATION SERVICES Included Included
BY LOCAL SYSTEMS ANALYST
*Payment includes uniFLOW
** Added on a coterminous basis and initial term is for_ months, beginning on , and
ending on December 27,2024.
DocuSign Envelope ID:48257CD5-237F-499F-926F-AAE1 EA413715
B. Pricing Notes
1. Lease payment amounts are contingent on an initial order for the minimum quantities listed,
which must be installed prior to 11/30/19.
2. 60 month Fair Market Value ("FMV") lease payments noted above reflect toner and staples
inclusive maintenance. uniflow is included in the 60 month FMV lease payments for the
imageRUNNER models listed above. Paper and other media are not included.
3. Lease payment includes Doc Fee Waiver, Return Fee Waiver, Personal Property Tax and Net
60 payment terms.
4. Coterminous adds: Upon City's request, CSA shall make refurbished and/or used equipment
available with comparable features and capabilities coterminous with the initial term. CSA shall
make commercially reasonable efforts to provide said refurbished and/or used equipment at
similar monthly payments to the then already installed new equipment at the 60 month FMV
lease payments noted above.
��. Services
1. AGREEMENT: CSA agrees to service the Equipment listed in this Agreement or any Schedule to this
Agreement("Equipment")subject to the Terms and Conditions contained herein.
(a) CSA shall provide toner and staples which shall be for the exclusive use of the Equipment. CSA may
terminate this Agreement if the City uses toner and staples in a different manner. Toner usage is defined
as the sum of all toner shipped to the City for the entire fleet(all printers and MFDs deployed by CSA under
this agreement)for the preceding quarter. In the event your toner usage exceeds 120 percent(%)of the
total stipulated monthly usage for toner for the same period based on the manufacturer specifications for
volume(across the entire fleet), CSA shall notify the City,and the City and CSA shall work in good faith in
an attempt to identify the reason(s)for the excess toner usage and you have had a reasonable opportunity,
if practicable, to rectify the excess toner usage. Should the excess toner usage not result from Equipment
malfunction or the wrongful actions of CSA,the City agrees to pay for the additional toner, The City's cost
shall be calculated as the regularly published manufacturer suggested retail price(MSRP)less 25 percent
(%).The City shall bear all risk of loss,theft or damage to unused consumables,which shall remain CSA's
property and shall be returned promptly upon termination of the applicable Schedule.
(b) The City authorizes CSA to use networked features of the Equipment including imageWARE Remote
to receive software update,active features/new licenses and/or transmit use and service data accumulated
by the Equipment over your network by means of an HTTPS protocol and to store, analyze and use such
data for purposes related to servicing the Equipment and product improvement
(c) The City agrees to provide meter readings to CSA, if applicable, in accordance with the meter read
option selected and CSA's normal procedures. If you selected the myCSA website,you,your employees or
agents shall complete CSA's registration process governing access to and use of such website, and you
agree to be bound by, and comply with its Terms of Use. CSA may change your meter read options from
time to time upon sixty(60)days'notice.If CSA does not receive timely meter readings from you,you agree
to pay invoices that reflect CSA's estimates of meter readings.CSA reserves the right to verify the accuracy
of any meter readings from time to time,and to invoice you for any shortfall in the invoice for the next periodic
billing cycle.
2. COVERED SERVICE. CSA shall provide all routine preventive maintenance and emergency service
necessary to keep the Equipment in good working order in accordance with this Agreement and CSA's
normal practice. Such service shall be performed during CSA's local regular business hours(8:30 A.M.to
5:00 P.M. Monday through Friday,except holidays).
(a) The City shall afford CSA reasonable and safe access to the Equipment to perform on-site service.CSA
may terminate its maintenance obligations as to any Equipment if you relocate it to a site outside CSA's
service territory. If, in CSA's opinion, any Equipment cannot be maintained in good working order through
CSA's routine maintenance services, CSA may, at its option, (i) substitute comparable Equipment or(ii)
cancel any balance of the term of the applicable Schedule as to such Equipment and refund the unearned
portion of any prepaid charges hereunder. Parts or Equipment replaced or removed by CSA in connection
with maintenance services hereunder shall become the property of CSA and you disclaim any interest
therein.
(b) CSA shall make available to you from time to time upgrades and bug fixes for the software licensed as
part of the Equipment("Embedded Software"), but(i)only if such upgrades and bug fixes are provided to
CSA by the developers of such Embedded Software, (ii)availability of upgrades and bug fixes may be at
additional charge, and(iii)installation of such upgrades and bug fixes by CSA if requested by you shall be
at additional charge. You are not required to use CSA for installation of any upgrades and bug fixes,but if
DocuSign Envelope ID:48257CD5-237F-499F-926F-AAE1 EA413715
installation is done by anyone other than CSA,CSA shall have no responsibility for any performance or other
issues that may result from such installation. CSA shall also use reasonable efforts to provide Level 1
support for the Embedded Software.Level 1 support consists of(i)providing help-line telephone assistance
in operating the Embedded Software and identifying service problems in the Embedded Software, and
attempting to troubleshoot any such problems(ii)escalating operating problems to the applicable developer
of the Embedded Software as needed to rectify such problems, including facilitating contact between you
and the developer of the Embedded Software as necessary;and(iii)maintaining a log of such problems to
assist in tracking the same. Embedded Software as used herein does not include separately-priced
application software supplied by CSA to you under any separate acquisition agreement,and support therefor
shall be solely governed by the provisions thereof.
3. NON-COVERED SERVICE.The following services shall be invoiced in accordance with CSA's then current
labor, parts and supply charges: (a) replacement of any consumable supply item not provided as part of
toner inclusive service identified on the schedule, including,without limitation,paper and waste containers;
(b) repairs necessitated by factors other than normal use including, without limitation, any willful act,
negligence,abuse or misuse of the Equipment;the use of parts,supplies or software which are not supplied
by CSA and which cause abnormally frequent service calls or service problems; service performed by
personnel other than CSA personnel; accident; use of the Equipment with non-compatible hardware or
software components; electrical power malfunction or heating, cooling or humidity ambient conditions; (c)
de-installation, re-installation or relocation of Equipment; (d) repairs to or realignment of Equipment, and
related training, necessitated by changes you made to your system configuration or network environment;
(e)work which you request to be performed outside of CSA's regular business hours; or(f)repair of any
network/system connection device,except when listed on the Schedule.
4. CUSTOMER SATISFACTION POLICY If you are not satisfied with the performance of your Canon or Océ
brand product, upon your written request, CSA in its sole discretion will repair or replace the product with
a like unit with equivalent capabilities. Prior to replacement, CSA shall have had the opportunity to return
the product to good working order in accordance with the terms of this agreement. This policy shall apply
for three(3)years from the date of installation or for the initial term of any CFS Lease,if longer, provided
you are not in default of this Agreement or any Schedule and such Maintenance services have not been
canceled or terminated.
5. DATA. The City acknowledges that the hard drive on the Equipment, including attached devices may
retain images,content or other data that you may store for purposes of normal operation of the Equipment
("Data"). You acknowledge that CSA is not storing Data on behalf of you and that exposure or access to
the Data by CSA, if any, is purely incidental to the services performed by CSA. Neither CSA nor any of
their affiliates has an obligation to erase or overwrite Data upon Your return of the Equipment to CSA or
any leasing company. You are solely responsible for: (i)Your compliance with applicable law and legal
requirements pertaining to data privacy, storage,security, retention and protection; and (ii)all decisions
related to erasing or overwriting Data. Without limiting the foregoing,You should, (a)enable the Hard Disk
Drive(HDD)data erase functionality that is a standard feature on certain Equipment andtor (b) prior to return or
other disposition of the Equipment, utilize the HDD (or comparable) formatting function (which may be
referred to as "Initialized All Data/Settings" function) if found on the Equipment to perform a one pass
overwrite of Data or, if You have higher security requirements, You may purchase from CSA at current
rates an available option for the Equipment, which may include (x)an HDD Data Encryption Kit option
which disguises information before it is written to the hard drive using encryption algorithms, (y)a HDD
Data Erase Kit that can perform up to a 3-pass overwrite of Data (for Equipment not containing data erase
functionality as a standard feature), or (z) a replacement hard drive (in which case You should properly
destroy the replaced hard drive). The terms of this Section 8 shall solely govern as to Data,
notwithstanding that any provisions of this Agreement or any separate confidentiality or data security or
other agreement now or hereafter entered into between you and CSA could be construed to apply to
Data.
6. EQUIPMENT REMOVAL. Equipment must be returned in good operating condition, ordinary wear and
tear resulting from proper used excepted. In the event the parties pursue a Refresh Option that includes
new leases for new equipment placements, CSA shall pick up and return equipment installed by CSA
during the initial term of this Agreement at no charge. If a Refresh Option to replace equipment is not
pursued with CSA, City shall be responsible for equipment return charges,which shall range from $180-
$225 per device.
7. EVOLUTION OF EQUIPMENT. During the term of the Agreement, there may be models of Equipment
listed in Exhibit"A" that may be discontinued. In such cases, should CSA replace any installed unit of
Equipment as required by this Agreement,CSA shall provide the City with the"replacement model'which
is equal to, or better than the discontinued model's specifications and functionalities. The replacement
model shall be provided at the same cost,terms and conditions as the discontinued model.
DocuSign Envelope ID:48257CD5-237F-499F-926F-AAE1 EA413715
III. Service Level Commitments
Response Time-MFD
Onsite response time for maintenance, repairs,and support shall occur within the following days
and times:
• Normal Business Hours: Monday through Friday 8:30 AM to 5:00 PM (excluding Canon
Solutions America holidays)response within fleet average time of three(3)hours of notification by
the City.
• Weekend Coverage: Saturday through Sunday (including Monday on long holiday
weekends), response time shall be within fleet average time of four(4) hours of notification by the
City and shall also be required for special events upon notification by the City.
• Exceptions to Weekend Coverage: A critical response fleet average time of two (2) hour
shall apply on weekends to include all Fire Houses, Emergency Operations Center, Mayor's Office
and Police Department Station and sub-stations, upon notification by the City.
After normal business hour coverage would be subject to Canon Solutions America standard charges.
Response Time—MPS
For all of customer's U.S. locations, Canon Solutions America, Inc. response time for MPS is next business
day. Response time, as noted above, shall be calculated from the time the customer call is placed with our
Dispatch Department, until the time the Technician arrives at the individual location. Response times are
calculated between 8:30am and 5:00pm, Monday through Friday, excluding Canon Solutions America, inc.
holidays. For the individual location which has multiple machines and active service calls, the Technician's
arrival shall stop the response time calculation for all open service calls at that location.
Uptime-MFD
Canon Solutions America,Inc.will commit to a fleet average uptime of 95%over the 4 fixed quarterly intervals
per year,for devices within Canon Solutions America, Inc.'s Servicing Territory.(Excludes devices with rated
speeds of 105ppm or greater)
Canon Solutions America, Inc.'s regular hours of operation are from 8:30-5:00pm Monday-Friday, excluding
Canon Solutions America, Inc,Holidays.
Uptime Penalty-MFD
Failure to meet the above commitment(s)will result in the following reduction in charges,i. If Canon Solutions
America, Inc. does not meet the above average uptime commitment(s)for the quarterly period for the total
aggregate machine population,a 5%reduction for all covered and excess per image charges on the effected
device(s)for the quarter will be credited to your account in the subsequent quarter.ii.All reductions in charges
shall be requested by you in writing within 30 days after the quarter end and will be credited to your account
in the subsequent quarter, provided that you are in compliance with the terms and conditions of this
Agreement, including but not limited to your payment obligations to Canon Solutions America, Inc. pursuant
to this Agreement.iii.Such credits,which shall be applied by Canon Solutions America, Inc.upon your written
request,shall be your sole and exclusive remedy for any failure by Canon Solutions America, Inc.to meet the
above uptime commitment(s).The maximum credit with respect to any particular machine's fixed maintenance
and click charges in any quarter shall be 5%.
Uptime-MPS
We do not measure Uptime or Downtime statistic with MPS.