HomeMy WebLinkAbout2021-02-23; City Council; Resolution 2021-048RESOLUTION NO. 2021-048
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE
AMENDMENTS TO THE MASTER SERVICE AGREEMENT WITH RICOH-USA
FOR MANAGED PRINT SERVICES, IN AN AMOUNT NOT TO EXCEED $333,820
FOR A TWO-YEAR TERM ENDING FEBRUARY 28, 2023, WITH AN OPTIONAL
ONE-YEAR EXTENSION ENDING FEBRUARY 29, 2024 IN AN AMOUNT NOT TO
EXCEED $166,910
WHEREAS, the City of Carlsbad uses Ricoh-USA managed print services throughout city facilities;
and
WHEREAS, the City of Carlsbad currently purchases Ricoh-USA services under a Master Service
Agreement; and
WHEREAS, the Master Service Agreement has reached the end of its initial five-year term and
staff recommends amending the agreement to extend it for an additional two-year term ending
Feb. 28, 2023, in amount not to exceed $333,820, with an option to extend it for an additional one-
year term ending Feb. 29, 2024, in an amount not to exceed $166,910; and
WHEREAS, under Carlsbad Municipal Code 3.28.060 — Procurement of Professional Services and
Services, the City Council is the awarding authority for procurement of goods for which the cost to the
city is more than $100,000 per agreement year; and
WHEREAS, under Carlsbad Municipal Code 3.28.100 — Cooperative Purchasing, the purchasing
officer has the authority to join with other public agencies for the purchase of goods or services when
it is in the best interest of the city; and
WHEREAS, the purchasing officer agrees the purchase is in the best interest of the city; and
WHEREAS, the budget to procure the first year's extended services is available in the
departmental operating budgets citywide for the fiscal year 2020-21 Operating Budget; and
WHEREAS, the budget for future years will be considered on an annual basis in the
departmental operating budgets citywide during the annual budget requests.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1.The above recitations are true and correct.
2.The Amendment No. 1 to the Master Service Agreement (Attachment A) and the
Feb. 23, 2021 Item #4 Page 4 of 64
Amendment No. 1 to the Service Order (Attachment B) with Ricoh-USA are
approved and the city manager, or his designee, is authorized to execute all
required documents on behalf of the city.
3.The purchase under the Amendment No. 1 to the Master Service Agreement
(Attachment A) and Amendment No. 1 to the Service Order (Attachment B) with
Ricoh-USA shall not exceed $338,820 for a two-year term ending Feb. 28, 2023,
and $166,910 for an optional one-year extension ending Feb. 29, 2024.
4.The funding for year one of the Amendment No. 1 to the Master Service
Agreement (Attachment A) and Amendment No. 1 to the Service Order
(Attachment B) is in the fiscal year 2020-21 departmental operating budgets and
the funding for years two and three will be brought forth with future budget
submittals for consideration and approval.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 23rd day of February, 2021, by the following vote, to wit:
AYES: Hall, Blackburn, Acosta, Bhat-Patel, Schumacher.
NAYS: None.
ABSENT: None.
MATT HALL, Mayor
LArvir twiviarlr o
BARBARA ENG-LESON, City tlerk
(SEAL)
Feb. 23, 2021 Item #4 Page 5 of 64
AMENDMENT NUMBER ONE (1) TO THE MASTER SERVICE AGREEMENT
This Amendment Number One (1) (“Amendment”) is effective as of March 1, 2021 (the “Amendment Effective Date”), and amends the Master Service Agreement, effective as of August 1, 2015 (“Agreement”), by and between City of Carlsbad (“Customer”) and Ricoh USA, Inc. (“Ricoh”). Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Agreement. Customer and Ricoh are referred to herein collectively as the “Parties” and individually, each a “Party.”
WHEREAS, the Parties have entered into that certain Agreement for Ricoh’s provision of the Services, Equipment and other products to Customer in accordance with the terms and conditions set forth therein; and
WHEREAS, the Parties now desire to amend the Agreement, in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in connection with the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as of the Amendment Effective Date, the Parties hereby agree as follows:
1. The following is hereby added to the opening paragraph of the Agreement:
“This Agreement is executed pursuant to the Contract by and between Ricoh Americas Corporationand Fairfax County (the “County”) on behalf of the U.S. Communities Government PurchasingAlliance and all public agencies, non-profits and higher education entities (“Participating PublicAgencies”), having a Contract ID number of 4400003732 and the Contract Period is from February11, 2013 to June 30, 2022 (the “Contract Period”), including any and all exercised renewal periods(the “Contract”). Notwithstanding the foregoing, any Order Form or Service Order entered intoduring the Contract Period shall continue in full force and effect for the entire term set forth in theOrder Form or Service Order. This Agreement shall consist of the terms and conditions of the
Contract and this Agreement and any Order Form or Service Order issued pursuant thereto. As itpertains to this Agreement for Services (as defined below), the order of precedence of thecomponent parts of this Agreement shall be as follows: (a) the terms and conditions of the OrderForm or Service Order, (b) the terms and conditions of this Agreement, and (c) the terms andconditions of the Contract. The foregoing order of precedence shall govern the interpretation of thisAgreement in cases of conflict or inconsistency therein.”
2.Fees and Charges. The following is hereby added to Section 2 (“Fees and Charges”) of theAgreement:
“In addition, if there is any change in applicable law where the Services are performed that requiresRicoh to increase the wages paid to Ricoh Personnel who are performing the Services, then, uponnotice to Customer, Ricoh may increase the minimum fee and any rate in any Order Form by acommensurate amount. To the extent that Customer requests that Ricoh registers with a third-partyvendor prequalification service and Ricoh agrees to register, Customer will be charged for Ricoh’sregistration and any other related fees for registering with such service and this Agreement shall bethe only terms and conditions to govern such registration and service.
Notwithstanding anything to the contrary in this Agreement, if the costs of products or Servicessold by Ricoh increases directly or indirectly due to circumstances out of Ricoh’s control,including, but not limiting to changes in taxes, tariffs or other market changes occurring after
ATTACHMENT ADocuSign Envelope ID: 8EB3170A-B365-49EA-AC7E-C75C94CD6AD9
Feb. 23, 2021 Item #4 Page 6 of 64
the effective date of the Agreement, then the prices set forth in this Agreement shall be subject to an equitable adjustment to offset such cost increase.
Any fee increases are subject to the appropriation of funds by Customer's governing body and may not cause the Agreement to exceed any Order Form’s annual not-to exceed amount unless the parties agree to and execute an amendment to such Order Form.”
3.Payment Terms. Section 3 of the Agreement, “Invoicing and Payment,” will be amended todeleting the third sentence in its entirety and replacing it with the following:
“Payments are due within thirty (30) days from the date of the applicable invoice. If any invoicedamount is not paid within ten (10) days of its due date, Customer will pay, in addition to thatamount, a late charge of five percent (5%) of the overdue payment (but in no event greater than
the maximum amount allowed by applicable law).”
Entire Agreement; Amendment. To the extent there is a conflict between the terms of this Amendment and
the terms of the Agreement, the terms of this Amendment shall control. Except as specifically set forth above, all terms and conditions of the Agreement, including any amendments thereto, shall remain in full force and effect without modification thereto, and the Agreement shall remain a binding obligation of the Parties.
IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound, have executed this Amendment as of the Amendment Effective Date.
CITY OF CARLSBAD RICOH USA, INC.
By: By:
Name: Name:
Title: Title:
Date: Date:
Curt Albrecht
VP, Managing Director
February 18, 2021
ATTEST:
_______________________________FOR
BARBARA ENGLESON
City Clerk
APPROVED AS TO FORM
Celia Brewer, City Attorney
BY: _______________________
Assistant City Attorney
DocuSign Envelope ID: 8EB3170A-B365-49EA-AC7E-C75C94CD6AD9
2/24/2021
City Manager
Scott Chadwick
Feb. 23, 2021 Item #4 Page 7 of 64
1
AMENDMENT NUMBER ONE (1)
TO THE SERVICE ORDER
This Amendment Number One (1) (“Amendment”) is effective as of March 1, 2021 (the
“Amendment Effective Date”), and amends the Service Order, effective as of August 1, 2015 (“Service
Order”), made pursuant to the Master Service Agreement, effective as of August 1, 2015 (“Agreement”), by and between City of Carlsbad (“Customer”) and Ricoh USA, Inc. (“Ricoh”).
Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Service Order and/or Agreement. Customer and Ricoh are referred to herein collectively as the “Parties” and individually, each a “Party.”
WHEREAS, the Parties have entered into that certain Service Order for Ricoh’s provision of the Services, Equipment and other products to Customer in accordance with the terms and conditions set forth therein; and
WHEREAS, the Parties now desire to amend the Service Order, in accordance with the terms
and conditions set forth herein.
NOW, THEREFORE, in connection with the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as of the Amendment Effective Date, the Parties hereby agree as follows:
1.Term. The term of the Service Order is hereby extended an additional twenty-four (24) months, concluding on February 28, 2023, in an amount not to exceed $333,820 (“Renewal Term”), unless earlier terminated pursuant to the terms of the Agreement. At the conclusion of the Renewal Term, the Parties may agree to extend the term of the Service Order and for an additional twelve (12) month period, concluding February 29, 2024, in an amount not to exceed$166,910.
2.Minimum Service Fee. The Minimum Service Fee in Exhibit A to the Service Order is hereby revised to $7,909.18.
Entire Agreement; Amendment. To the extent there is a conflict between the terms of this Amendment and the terms of the Service Order and/or Agreement, the terms of this Amendment shall
control. Except as specifically set forth above, all terms and conditions of the Service Order and Agreement, including any amendments thereto, shall remain in full force and effect without modification thereto, and the Service Order and Agreement shall remain binding obligations of the
Parties.
IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound, have executed this Amendment as of the Amendment Effective Date.
CITY OF CARLSBAD
By:
Name:
Title:
Date:
RICOH USA, INC.
By:
Name:
Title:
Date:
Attachment B
Curt Albrecht
VP, Managing Director
February 18, 2021
ATTEST:
_______________________________FOR
BARBARA ENGLESON
City Clerk
APPROVED AS TO FORM
Celia Brewer, City Attorney
BY: _______________________
Assistant City Attorney
DocuSign Envelope ID: 8EB3170A-B365-49EA-AC7E-C75C94CD6AD9
Scott Chadwick
City Manager
2/24/2021
Feb. 23, 2021 Item #4 Page 8 of 64