HomeMy WebLinkAboutCC AG PKT 2012-07-23 #J 6 SEA 9F
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AGENDA STAFF REPORT s — •
�'41FORN\P--
DATE: July 23, 2012
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Keith Kilmer, Chief of Police
SUBJECT: COPIER/PRINTER LEASE AND MAINTENANCE
AGREEMENTS FOR POLICE DEPARTMENT AND
PUBLIC WORKS YARD
SUMMARY OF REQUEST:
It is requested that the City Council adopt Resolution No. 6255 approving an
agreement with De Lage Landen Public Finance LLC for the lease of copiers and
printers for the Police Department and Public Works Yard and an agreement with
C3 Office Solutions for maintenance services for the same.
BACKGROUND AND ANALYSIS:
The Police Department currently has multiple vendors servicing its printers and
copiers. The fees associated with the printing services include a monthly page
count price, overages charges for prints above the contracted amount,
consumables (e.g. toners and maintenance service packs), and onsite technical
support. The current printer fleet varies in age of equipment and the largest
"workhorse" machines that should be handling the majority of the large print jobs
are several years beyond their recommended "end of life." These machines also
do not have the capabilities that are required to perform the operational functions
of the Police Department. (The Police Department is required to file reports with
the courts in an "e-filing" process, which requires the scanning and emailing of
police reports to the courts.)
The Police Department purchased a large Ricoh machine for the majority of large
printing and copying requirements in 2005. The machine is beyond the
recommended lifespan of five years. In addition, this machine does not provide
the required capabilities of the department, such as scanning, emailing, and
duplicating.
The other printers in the Police Department are leased and are on average about
eight-years-old. They vary in their age, functionality, and efficiency. There are
several ink jet printers in use that have very high maintenance and toner costs.
There are some other inefficient and high cost printers being used for high print
Agenda Item J
volumes. Other users are required to use multiple devices to complete one job
that requires scanning, emailing, and faxing.
The Public Works Yard is in a similar situation where the machines are eight
years old, no standardized process for ordering supplies or to fix the printers, and
devices that are unable to scan, fax, or email.
Due to the failing equipment, high equipment costs, and high toner costs, City
staff, with assistance from their IT provider Synoptek, conducted assessments
with three vendors to assess the current workflow of the department, assess the
current volumes being printed, and make an operational recommendation.
The vendors assessed the facilities and equipment and provided cost proposals:
1. Current Ricoh Total Cost of Ownership (Lease plus toner, maintenance
and additional network costs) -- $2,131 per month
2. Toshiba Business Solutions Total Cost of Ownership -- $2,471 per
month for 60 month lease. This includes a set number of prints per
month and will require overage charges if prints exceed the set
amount, and no credit if print limit is not reached.
3. C3 Office Solutions Total Cost of Ownership -- $1,297 per month for 60
month lease that includes taxes, toner, and maintenance, including 5
new Canon machines and servicing current HP machines.
C3 Office Solutions provided the lowest bid. Additionally, C3 Office Solutions
service desk has a Service Level Agreement that will guarantee quick response
to service issues. This guarantee also includes the ability to exchange machines
if there are problems with the machine. The contract offer from C3 Office
Solutions is based on actual prints, not being billed for prints in advance
regardless of the number of devices.
The C3 Office Solutions proposal also included leveraging a negotiated Master
Billing Agreement (Agreement Number 70818) that was made and entered on
April 25, 2012 between the Trustees of the California State University and Canon
U.S.A., Inc. (Attachment D). This agreement has been made available to all local
government entities at the city and county levels. The benefit of leveraging this
agreement is to use the negotiated lower costs of the agreement. This
agreement includes the ability to terminate the contract if funds are no longer
available to the city, as stated in the Terms and Conditions of the contract.
With this negotiated Master Billing Agreement, the leasing company for the
Canon equipment is De Lage Lander Public Finance LLC. This company would
provide financing for the hardware pursuant to the agreement included as
Attachment B. The maintenance and service of the equipment will be provided
by C3 Office Solutions pursuant to a separate agreement (Attachment C).
Page 2
In addition, a Seal Beach Addendum to the Agreements with De Lage Landen
Public Finance LLC and C3 Office Solutions (Attachment E) to ensure that the
City is adequately indemnified and protected from liability.
ENVIRONMENTAL IMPACT:
There is no Environment Impact related to this item.
LEGAL ANALYSIS:
The City Attorney has reviewed and approved as to form.
FINANCIAL IMPACT:
The financial impact to the City is a reduction in monthly fees for the Police
Department and Public Works Yard. The current fees are $2,131 per month.
The pricing under the new Agreements would be $1,298 per month.
Vendor Monthly Costs Yearly Costs
Current Costs (Ricoh) $2,131 $25,572
Future Costs (C3) $1,298 $15,576
Savings $833 $9,996
RECOMMENDATION:
It is requested that the City Council adopt Resolution No. 6255 approving an
agreement with De Lage Landen Public Finance LLC for the lease of copiers and
printers for the Police Department and Public Works Yard and an agreement with
C3 Office Solutions for maintenance services for the same.
SUBMITTED Y: NOTED AND APPROVED:
Keith Kilmer, Chief of Police '. Ingram, City .nager
Prepared by: Lt. Bob Mullins
Attachments:
A Resolution No. 6255
B. C3 Office Solutions Maintenance Agreement
C. De Lage Leasing Agreement
D. Master Billing Agreement
E. Seal Beach Addendum
Page 3
RESOLUTION NUMBER 6255
A RESOLUTION OF THE SEAL BEACH CITY COUNCIL
APPROVING A CONTRACT WITH DE LAGE LANDEN PUBLIC
FINANCE LLC FOR COPIER AND PRINTER LEASING
SERVICES AND AN AGREEMENT WITH C3 OFFICE
SOLUTIONS FOR COPIER AND PRINTER MAINTENANCE
SERVICES
THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE:
Section 1. The City Council hereby approves that certain agreement
with De Lage Landen Public Finance LLC for copier and printer leasing services
dated June 7, 2012 subject to the Seal Beach Addendum attached hereto and
incorporated herein as though set forth in full.
Section 2. The City Council hereby approves that certain agreement
with C3 Office Solutions for copier and printer maintenance services dated July
23, 2012, subject to the Seal Beach Addendum referenced in Section 1 of this
Resolution.
Section 3. The City Council hereby authorizes and directs the City
Manager to execute the agreements on behalf of the City.
PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a
• regular meeting held on the 23rd day of July , 2012 by the following vote:
AYES: Council Members
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members
Mayor
ATTEST:
City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Linda Devine, City Clerk of the City of Seal Beach, do hereby certify that the
foregoing resolution is the original copy of Resolution Number 6255 on file in
the office of the City Clerk, passed, approved, and adopted by the City Council at
a regular meeting held on the 23rd day of July , 2012.
City Clerk
ATTACHMENT "B"
C3 Office Solutions
Maintenance Agreement
dOfficeSolutions CUSTOMER CARE MAINTENANCE AGREEMENT
Version Date: May 25,2012
3 CUSTOMER BILL TO INFORMATIONy , '
City of r beach, 90740
CONTACT:BILLING PHONE:
1 562-461-2527
I
} CUSTOMER INSTALL INFORMATION I •
1City of seal beach public r
LOCATION ADDRESS: • FAX: - EMAIL: .
PHYSICAL LOCATION • • • PHONE:
CODE: ADDRESS:
rf'-'1I EQUIPMENT COVERED
Canon 2030 r rr:• odor .r r.•
1' AGREEMENT ENTITLEMENT
:n. 1-}= r, �, -'1, �.� OW u o. o r, \ i > 7 if'.
t .) z 4 'O 1'O {-i H , i�3 _- aDA
1 inCL
' ,1i, "4- DETAI OF CH A RGES.A ,n ; 1 j .y,. ;`; '-:1-',1,;.;' �.t. r1)) f A• UTHO RIZATI ONS '' �s ,ya.i�l 1 4-1 ' COMMENTS: -3,-.. -'-'-".•:';7:17.s'.: -. •.r;•:. . :-. •
We will contact you at time of renewal.
r
BASE CHARGE FREQUENCY • AUTHORIZING CONTRACT NUMBER:'• . • .
R monthly
VOLUME ww cikst per copy • PURCHASE ORDER NUMBER: . • . • V . • -
See Above
• • _'' Initial Here t have read and understand our obligations under the terms and
conditions stated herein,and on the reverse side thereof,as the only
See A
bove agreement pertaining to the equipment hereunder. No other
agreements apply unless expressly noted on the face of this agreement
/�` '" -+x-'r'` '� K ti`GE �''� '^tr '�' or In the contracts specified above. I understand all meter counts are
-x�r l FIANAGED PRINT;$ERVICS PRICING{MPS) ' based on 8.5x11(minimum)single sided images.
' 1 B/W PRINT RATE• VOLUME- -
Initial Here Customer has declined maintenance coverage at this time.The customer
understands obtaining maintenance coverage later may incur charges in
COLOR PRINT RATE • ' VOLUME N/A addition to the normal maintenance charges and has been informed as
to the current time and material billing rates.
PRINTED NAME: V •• • CUSTOMER SIGNATURE: • V .
X
•
TERMS(Months) AGGREGATE ' - .. CONSOLIDATE . MASTER CONTRACT NUMBER DATE:' -
'60
1.GENERAL SCOPE OF COVERAGE This Agreement covers both the labor and the material for adjustments,repair and replacements of parts("Maintenance')as required by normal use of the
equipment identified on the front page of this Agreement('Equipment").Maintenance does not cover charges for installation,relocating or de-installation of the Equipment.Service necessary to
repair damage to the Equipment caused by misuse,abuse,negligence,attachment of unauthorized components,accessories or parts,use of substandard facsimile(thermal)paper or substandard
supplies.other causes beyond the control of C3 Office Solutions or such causes which would void the Equipments'warranty are not covered by this Agreement.Any such repairs identified in the
proceeding sentence shall be separately billed to customer and may lead to the termination of this Agreement.In addition,C3 Office Solutions may terminate this Agreement II the equipment is
modified,damaged,altered or serviced by personnel other than the C3 Office Solutions Authorized Personnel,or If pars,accessories or components not meeting machine specifications are titled to
the Equipmenl.Maintenance that not cover charges for repairs needed as a result of Customer or third party modifications to software or hardware.
Page 1 of 2
2 MAINTENANCE VISITS Maintenance visits will be made durirg standard weeeday tuskless hours al the address strewn un the first page ol this Agreement.M iintenance v:°its requested'or
holidays.weekends or after standard business hours may result In additional charges for ravel and labor pursuant to C3 Office Solutions standard overtime rates in effect at the lime Mannton:ince
visit. Maintenance psdormed during a Maintenance visit Ind:des htbrication and cleaning of The Equipment and the adjustment,repair or replacement of parts described below.
3.REPAIR AND REPLACE'.IE',IT OF PARTS,All pars necessary for proper operation of the Equipment requiring replacement due to normal wear and tear,subject In the general scope of
coverage.will be furnished free of cha•ge during a service cal.
4 MAJOR fort'AIRS AND UPGRADES Major repairs residing from misuses of the product.overa failure of the Equipment resulting from the normal end ol life cycle of die Equipment and other
repairs requisne morn than customary repair writ pail replacements shall not be considered covered Maintenance. C3 OfIc a Solutions reserves the right to cancel lee maintenance agreement,
trfetuId customer misuse re Rhone the intended leatnrea of the devfae.
5.USE OF C3 Offfke Solutions SUFPLIES Customer Is not otlgatod to use C3 Offfice Solutions approved supplies under this Agreement.If,however,the CulielfeTiar uses ether than C'O5hne
Soil ons approved supplies totter than paper)and suer,supplies result in damage to the device. C3 Offli:e So:utions may,at its discretion,assess s suide:nue ur lenninanr[him Agreement.If C.;;)
Once Solutions terminates this Agreement.C3 Office Solutions may make service.evalable on a'Per Cal'basis based upon C3 Offfice Solulitins standard rates in effect at the tine of aevira
5.SJPPLIES Supplies selected.if any,on the front of this A.greement('Supplies"),shall be included under this Agreement.C:i Olffirw Solutions wil pvnvide such selected Supplies to the Customer
based noon normal yields.Supplies orovided are for use w th the Equipment covered by this Agreement only arid are rite tot resa'a in lot uxa with other anti rnent_Ii the Customer's usage ol the
Supplies exceeds the normal yields for the Equipment being serviced,C3 Office Sohitihne will invni:e end the Cuero ner agree*to pay.km the excess supplies at C3 0th ce So:Miens current retail
prices then ie effect.03 Office Solutions reserves the right to charge for supplies and height Nortek.!yield is darned as the published freinstry•slandard yield tar he product model covered under
this Agreement.
7.ELECTRICAL REOUIRMENTS In order to insure optimum performance of the Equipment,Customer must oomph,wien all Sharp raqu.red electrfral epecifrcauon,hckiding but not limited to use of
des'gnated circuit and outlets and required voltage roqui•ements.These power standa•ds are required by UL andyus local safety rasradtira:s. C3 Ofline Snk:fees can cancel the agreement should
customer not comply with C3 Office Solutions recommended electrical requirements
t1.CHARGES The initial charm for Maintenance under this Agreement is non-refundable and shall be to amount set forth on the first pane of his Agreement The annual maintenance fee with
respect kt any renewal term,will be charged at the lime nt term renewal,Customer shall be charged according to the payment cycle indicated on the front page of this Agreement Customer shall
eery all elragas within tan OM(bye c11ha due date. Excmxx late charges river 60 days,wit result in late charges equal to 5%of Invoice.You agree that alter the first 12 months of the term(or any
extents of cr renewal)ol this Agreement,ennd at the end of each taming 12 month pennd thereafter.the base charges a.'Td cost per copy charges may be Increased by an arrount not to exceed
10et ol the base c)is:gets)and/or coal per copy d:arges,in effect at the end of the prier 12 month pR'ind.If stated equipment is moved beyord any C3 Ofli:e Solutions soiv ce territory.C3 Office
Solutions ressnes the right to cancel this Agreement upon vat ten nptice to the C'Jsktmer,ur C3 Office Solutnns may charge and Customer hereby agrees to pay)a lair and reasorable upcharge
for contlnueo service. Typically related to extreme rural relocations.
9.METER READING Customer is obligated to provide meter reading(s)in a timely manner upon requesL.f the Customer fags or refuses to provide the muter reeding in a timely manner,C3 Ofice
Solutions may esl°mate the meter based upon previous Milne anti service meter readings.Ire estimated meter will then be applied in tie Sallie rummer es if the mater heti been supplied by the
Customer and the Customer agrees to pay any overage charges that may result from the estimated meter reading.
in.'I El1M this Agreement ehall become elective upon C3 Office Sohniors receipt from Customer of the Inrl•a1 non-refundable maintenance charge if applcable,as set forth on the first page of the
Agreement,or for aux:e Cnapomers Ieat are to he billed in anears,upon the dale indicated in the"Start Dale"portion of the first page of this Agreement.The term of this Agreement shag be as
specified un the fired page of ilia Agreement.
11.EVENT OF DEFAULT AND TERMINATION The Customers failure tic pay any amount due under this Agreement,or breach ol any other ctliyariuri herein ellell constitute en Everit nit Delalel
Upon an Eventot Default,C3 Cornice Solul°ons may in Its d scretlon take any one or mom of he following actions:(I)cease performing all Alantenance or any outer service under this Agreement;(fit
furnish Maintenance or service upon a prepaid,"Per Cal'basis:and/or(ll)terminate this Agreement.Customer shall be obligated to pay any amounts duo and owing to C3 Office Solutions within
(1u)days of the expiration or termination of this Agreement.Gutrmer,upon payment of all such amounts due,shall thereafter have no further llablIty orobligot'on to C3 Oft:e Solutions whatsoever
fur any fumtlheh fees ur expenses arising heraurxlar.In the event C3 O'tf!cs:intplinms terminates this Agreement because of the breach ol Customer.C3 Office Solutions snail be entifed to payment
for work in progress plus reimhureemerr for out-of-pocket expenses.
12.INDEMNITY Customer shat Indemnity,save and hold C3 OfffIce Solutions,Its affilalcs,officers,directors.shareholders,employees,agents and representatives and Its arid their successors end
assigns("C3 Ottfce Solutions Parties')harmless from and against any liability,loss cost.expense or damage whatsoever caused by reason of any preach of this Agreement by Costumer cr by
reason of any injury,whether to hcdy,prnperty or business or lo any other person by reason of any ace neglect,omission or default by Customer.Customer shag defend,at its sole and absolute
cusp,achy achunh is,wtsidh this indemnity steel apply.In the event Uiusdnmer fails to detend such ael;en,C3 Oltflce Solutions rmay do so and recover from Customer in addition,all costs and expenses,
including.atlur:reyra fees in conned un therewith.C3 OflIce Sche taut shall he entitled in recover Isom Customer all costs and expenses Including without limitation,attorney's fees and disbursement,
incurred by C3 Office Sniet•nna fn rnnrecticn with anions taken by C3 Orifice Solutions or Its representatives(I)to enforce any provision of this Agreement;(11)to effect any payments orcotections
provided for Ivnenn;;i)io iridlirute.meintnin,preserve,erufrrce and foreclose on SOS's security interest In or ler on the goods,whether through Judclal proceedings or otherwise;or(iv)to defend or
prosecute any aL`IiJns of pruceediraps wising out clot relating to coy C3 Offth^e Snlul•nnc trar•5acttons wilt Customer.
13.ENTIRE AGREEMENT This constitutes the airline Agreement between the nadies relating to the subject matter hereof.Any modifications to this Agreement must be in writing and signed by both
parties.
14.SUCESSOIiS AND At;SIGNS:1EiIMINAI ION Neither party may assign this Agreement or any of its rights or obligations hereunder,without the prior written approval of the other party,which will
not be unreasonably wfrnheld,except that enter party may assign Its obligations and rights to a whety owned suosidfary,parent corporal on,of entity under the sauna nwinerslnp,operation or citntol.
15.SEVERAI3ILiTY II any provision In this Agreement Is held Invalid or unenforceable by a body of competent juris diction,such provision MI be construed,fruited ur.if neccessay,srrverac to the
extent necessary to eliminate such irvaldity or unentorceabilty.The Parties agree to negolato in good faith a valid,enforceable substitute_provision that most nearly affects Lire Parties'original hared
in entering intn fi s Agreement oriel provide an equitable adjustment in the event no such pro.'isior car be added.The otter provision of this Agreement shag rema n in full force and effect.
16.COUNTERPARTS AND FACS,b'ILE SIGNATURES The Agreement may be executed in several cuunterpars,each of which steal be deterred to be an original and ell of which trgather shell
constitute one Agreement binding on all oartles hereto.notwlestanding,that all the parties have not spired the same counterpart.A faxed signature of tins.4gnaarrierit bearing enthor'ved signor res
may be treated as an crlg'nal.
17.JURISDICTION All parties hereby consent to the exclusive jurisdiction°Of the Federal Coed;located in CA and the State Courts located in CA in any proceeding a!ising out of ur re'etirj 113 trio
Agreement.
111.LIMITATION OF LIAR:L'l Y i o die extent perm lied by law.in no event shall C2°Utice Solutions be liable to Customer for any special incidental,consequential,or indirect damages,Ines of
business profits.business interruption-loss of business Information arising out of the inability to use the Equipment The Customer acknowledges that the Mairneetetee pprovfceu by Ca Office
solutions is for the mechanical maintenance of the Equipment only,and that this Agreement does not Cover any software,riotworldng or any other connectivity or luuckunalily unrelated to the
devicela)described in this agreement Network and or connectivity services not included In this cenract are available from C3 Office Solutions at additional ccsts.
19.FORCE MAJEURE C3 Mice Solutions shall not be liable to Customer for any failure or delay ceased by events beyond C3 Offfice Solutions control including.without Enamel,Customer a
!Aire to furnish necessary information:sabotage:failure or delays in transportation or communicalfon;boycotts;embargoes;failures or ssttustitrtticrm of egrupsnent;Ie ret Lfspuses;steak,es;
shortages of tabu,fuel raw materials,machinery,or equipment;technical failures;fie,storm;flood.eatthquaite;explosions;acts of the puL•fc enemy:wee naaurrer:ticn;tint;plhhrn:drsnrdrr,epidemic;
quarantine resirklions:acts of God;acts of any gcwornment or any quasi governmental authority,instrumentality or agency.
20.NO WARRANTY 03 Office Solutions DISCLAIMS ALL WARRANTIES.EXPESS OR IMPLIED,INCLUDING ANY IMI'I.II'D:NARRANTII'S OF MERCI IANT.ADILITY,TECHNICAL
OOMPATABILITY,FITNESS FOR USE,Oft Fil NESS FOft A I'ARiJC t1I AR PURPOSE,
21.INSURANCE If the Customer is teeming hit equipment.the Cusk:mar shell obtain and maintain.at Its own expense,insurance relating to claims fon Ireury andfor property damage(including
Lvnrimelcrel per Reel feblty inesnanrat)1111181111 un ith use of lithe eyuipmnmd,grinds and machinery
Page 2of2
Initial
3 CUSTOMER CARE MAINTENANCE AGREEMENT
OfficeSolutIQf1S Version Date: May 25,2012
1','; .:CUSTOMER BILL TO INFORMATION , •,,iiiimommistimilinalsrammaimms
iffilegaisminimig ,City of seal beach 211 Eight Street seal beach,ca,90740
BILLING CONTACT: ' - • PHONE: .' FAX:• '
EMAIL'•ADDRESS:::: :._• .• . . : •• . -• •_ rr.t -,..-..:1„;.::- - :•-•:;.::•:,:.__• -• ' ::.; t -' ,
CUSTOMER INSTALL INFORMATION
'CUSTOMER'LOCATION/?DEPARTMENT'NAME••• : -:: - '_. •-•-• --,'"•:. .-- KEY CONTACT:i' :l'-,..,'••r-i.�: PHONE:• ",%:•.' `. _»., _r,
City of Seal Beach Police Deparment -
LOCATION ADDRESS: • . FAX: • ' EMAIL: •
1 911 Seal Beach Boulevard .
I PHYSICAL LOCATION DESCRIPTION: . METER CONTACT: - • PHONE:':- • •
CITY: -- STATE: ZIP CODE: METER EMAIL ADDRESS: • - - . •
`<' t' .. EQUIPMENT COVERED _...4.
p r''-°=:1'%•: ''.MODEL'':•_:t.::••• . ' •-°-'=}t'K:.'-: '`:?+'SERIAL NUMBER', - EQUIPMENT IDNUMBER1,-;•:7 'at•:' 4: '4•;':=CostpetCopyf.:. •• -
Canon 6055
B/W:$0.0089
C Canon 174011 B/W:$0,0159
;
Canon 2030 B/W:0.0089 Color:$0.069
Canon 103011 BAN:$0.0159
AGREEMENT ENTITLEMENT I - r
i
•• 1 5 ,0 _ „ ` •+ { �3 M 'I'S C.' a N.R `3 0 sOR'i' ,F ' 'e x 0 'S c} r " T DA�
incl, incl, incl. incl. Ind. incl. incl. no no TBD
' ^{ "Kr DETAIL OF CHARGES . .�' }' s ''' "cF $, AUTHORIZATIONS i , •
'TOTAL BASE CHARGE- COMMENTS: •r' ": __. . .. .:-.1. . '
IWe will contact you at time of renewal.
IBASE CHARGE FREQUENCY METER FREQUENCY . . AUTHORIZING CONTRACT NUMBER: • • •- • . •• ._
! monthly
I BJW Cost per copy VOLUME OVERAGE ` BASE MIN B/W PMT PURCHASE ORDER NUMBER: •
1 See Above
MIN I have read and understand our obligations under the terms and
I Cofor,cost:per copy •,-_.'VOLUME•' OVERAGE •':• BASE 8/w,PM . Initial Here conditions stated herein,and on the reverse side thereof,as the only
---- agreement Pertaining to the equipment hereunder. No other
See Above agreements apply unless expressly noted on the face of this agreement
:"' ',MANAGED PRINTS SERVICES PRICING(MPS) x win the contracts specified above. I understand all meter counts are
ss. rr>:��...�. n y .-°?c } ...r-'. based on 8.5x11(minimum)single sided images.
J•: L.VOLUME
Initial Here Customer has declined maintenance coverage at this time.The customer
understands obtaining maintenance coverage later may Incur charges in
COLOR PRINT RATE VOLUME NSA addition to the normal maintenance charges and has been informed as
to the current time and material billing rates.
PRINTED.NAME:' • . • • • CUSTOMER SIGNATURE: • - ... ..
x •
k TERMS(Months) .AGGREGATE CONSOLIDATE MASTER CONTRACT NUMBER. _ .. _ . ... DATE:
60
1.GENERAL SCOPE OF COVERAGE This Agreement covers both the labor and the material for adjustments,repair and replacements of parts('Maintenance')as required by normal use of the
equipment identified on the front page of this Agreement("Equipment).Maintenance does not cover charges for installation,relocating or de-installation of the Equipment Service necessary to
repair damage to the Equipment caused by misuse,abuse,negligence,attachment of unauthorized components,accessories or parts,use of substandard facsimile(thermal)paper or substandard
supplies,other causes beyond the control of C3 Office Solutions or such causes which would void the Equipments'warranty are not covered by this Agreement.Any such repairs identified in the
proceeding sentence shall be separately billed to customer and may lead to the termination of this Agreement.In addition,C3 Office Solutions may terminate this Agreement If the equipment is
modified,damaged,altered or serviced by personnel other than the C3 Office Solutions Authorized Personnel,or If pans,accessories or components not meeting machine specifications are titled to
the Equipment.Maintenance shall not cover charges for repairs needed as a result of Customer or third party modifications to software or hardware.
Page 1 of 2
2.MAINTENANCE VISITS Maintenance visits will be made during standard weekday business hours at the address shown on the first page of this Agreement.Maintenance visits requested for
holidays.weekends or after standard business hours may result in additional charges for travel and labor pursuant to C3 Otffice Solutions standard overtime rates in effect at the time Maintenance
visit. Maintenance performed during a Maintenance visit includes lubrication and cleaning of the Equipment and the adjustment,repair or replacement of parts described below,
3.REPAIR AND REPLACEMENT OF PARTS,All parts necessary for proper operation of the Equipment requiring replacement due to normal wear and tear,subject to the general scope of
coverage,will be lumlahed free of charge during a service call.
4.MAJOR REPAIRS AND UPGRADES Major repairs resulting from misuses of the product.overall failure of the Equipment resulting from the normal end of life cycle of the Equipment and other
repairs requiring more than customary repair and part replacements shat not be considered covered Maintenance. C3 Office Solutions reserves the right to cancel the maintenance agreement,
should customer misuse or abuse the Intended features of the device.
5.USE OF C3 Office Solutions SUPPLIES Customer is not obligated to use C3 Office Solutions approved supplies under this Agreement It however,the Customer uses other than C3 Office
Solutions approved supplies(other than paper)and such supplies result in damage to the device, C3 Ofifce Solutions may,at its discretion,assess a surcharge or terminate this Agreement.It C3
Office Solutions terminates this Agreement,C3 Offiice Solutions may make service available on a Per Calf basis based upon C3 Offfice Solutions standard rates in effect at the lime of service.
6.SUPPLIES Supplies selected,if any,on the front of this Agreement("Supplies"),shall be included under this Agreement C3 Offfice Solutions will provide such selected Suppies to the Customer
based upon normal yields.Supplies provided are for use with the Equipment covered by this Agreement only and are not for resale or for use with other equipment.If the Customers usage of the
Supplies exceeds the normal yields for the Equipment being serviced.C3 Office Solutions will invoice and the Customer agrees to pay,for the excess supplies at C3 Offfice Solutions current retail
prices then in effect.C3 Offftce Solutions reserves the right to charge for supplies and height Normal yield Is defined as the published industry standard yield for the product model covered under
this Agreement.
7.ELECTRICAL REOUIRMENTS In order to insure optimum performance of the Equipment.Customer must comply with all Sharp required electrical speciTication,including but not limited to use of
designated circuit and outlets and required voltage requirements.These power standards are required by UL and/or local safety regulations. C3 Office Solutions can cancel the agreement should
customer not comply with C3 Office Solutions recommended electrical requirements
8.CHARGES The initial charge for Maintenance under this Agreement is nonrefundable and shall be the amount set forth on the first page of this Agreement.The annual maintenance tee with
respect to any renewal term.will be charged at the time of term renewal.Customer shall be charged according to the payment cycle indicated on the front page of this Agreement.Customer shall
pay all charges within ten(10)days of the due date. Excess late charges over 60 days,will result in late charges equal to 5%01 invoice.You agree that after the first 12 months of the term(or any
extension or renewal)of this Agreement,and at the end of each following 12 month period thereafter,the base charges and cost per copy charges may be increased by an amount not to exceed
10%of the base charge(s)andror cost per copy charges,in effect at the end of the prior 12 month period.If slated equipment is moved beyond any C3 Office Solutions service territory,C3 Office
Solutions reserves the right to cancel this Agreement upon written notice to the Customer,or C3 Office Solutions may charge(and Customer hereby agrees to pay)a fair and reasonable upcharge
for continued service. Typically related to extreme rural relocations.
9.METER READING Customer is obligated to provide meter reading(S)in a timely manner upon request If the Customer fails or refuses to provide the meter reading in a timely manner,C3 Offfice
Solutions may estimate the meter based upon previous billing and service meter readings.The estimated meter will then be applied In the same manner as II the meter had been supplied by the
Customer and the Customer agrees to pay any overage charges that may result from the estimated meter reading.
10.TERM This Agreement shall become effective upon C3 Office Solutions receipt from Customer of the initial non-refundable maintenance charge if applicable,as set forth on the first page of this
Agreement,or for such Customers that are to be billed in arrears,upon the date indicated in the'Start Date"portion of the first page of this Agreement.The term of this Agreement shall be as
specified on the first page of this Agreement.
11.EVENT OF DEFAULT AND TERMINATION The Customer's failure to pay any amount due under this Agreement,or breach of any other obligation herein shall constitute an Event of Default.
Upon an Event of Default,C3 Office Solutions may in its discretion take any one or more of the following actions:(I)cease performing all Maintenance or any other service under this Agreement;(ii)
furnish Maintenance or service upon a prepaid.Per Cali'basis;and/or(ti)terminate this Agreement.Customer shall be obligated to pay any amounts due and owing to C3 Office Solutions within
(10)days of the expiration or termination of this Agreement.Customer,upon payment of all such amounts due,shall thereafter have no further liability or obligation to C3 Office Solutions whatsoever
for any further tees or expenses arising hereunder.In the event C3 Offfice Solutions terminates this Agreement because of the breach of Customer,C3 Offfice Solutions shall be entitled to payment
for work in progress plus reimbursement for out-of-pocket expenses.
12.INDEMNITY Customer shall Indemnify,save and hold C3 Office Solutions,its affiliates,officers,directors,shareholders,employees,agents and representatives and its and their successors arid
assigns(•C3 Office Solutions Parties')harmless from and against any liability,loss cost,expense or damage whatsoever caused by reason of any breach of this Agreement by Customer or by
reason of any injury,whether to body,property or business or to any other person by reason of any act,neglect,omission or default by Customer.Customer shall defend,at its sole and absolute
cost,any action to which this indemnity shall apply.In the event Customer tails to defend such action.C3 Office Solutions may do so and recover from Customer in addition,all costs and expenses,
including,attorneys'fees In connection therewith.C3 Offlice Solutions shall be entitled to recover from Customer all costs end expenses including without limitation,attorney's lees and disbursement,
incurred by C3 Office Solutions in connection with actions taken by C3 Office Solutions or Its representatives(l)to enforce any provision of this Agreement;(l)to effect any payments or collections
provided for herein;(il)to institute,maintain,preserve,enforce and foreclose on SOS's security interest in or lion on the goods,whether through judicial proceedings or otherwise;or(iv)to defend or
Prosecute any actions or proceedings arising out of or relating to any C3 Office Solutions transactions with Customer.
13.ENTIRE AGREEMENT This constitutes the entire Agreement between the parties relating to the subject matter hereol.Any modifications to this Agreement must be in writing and signed by both
parties.
14.SUCESSORS AND ASSIGNS;TERMINATION Neither party may assign this Agreement or any of its rights or obligations hereunder,without the prior written approval of the other party,which will
not be unreasonably withheld,except that either party may assign Its obligations and rights to a wholly owned subsidiary,parent corporation,or entity under the same ownership,operation or control.
15.SEVERABILITY If any provision in this Agreement is held invalid or unenforceable by a body of competent jurisdiction,such provision will be construed,limited or,I(necessary,severed to the
extent necessary to eliminate such invalidity or unenforceabitity.The Parties agree to negotiate in good faith a valid,enforceable substitute provision that most nearly affects the Parties'original intent
in entering into this Agreement or to provide an equitable adjustment In the event no such provision can be added.The other provision of this Agreement shall remain in full force and effect.
16.COUNTERPARTS AND FACSIMILE SIGNATURES This Agreement may be executed in several counterparts,each of which shall be deemed to be an original and all of which together shall
constitute one Agreement binding on all parties hereto,notwithstanding,that all the parties have not signed the same counterpart.A taxed signature of this Agreement bearing authorized signatures
may be treated as an original.
17.JURISDICTION Al parties hereby consent to the exclusive jurisdiction*cm the Federal Courts located in CA and the State Courts located in CA in any proceeding arising out of or relating to this
Agreement.
18.LIMITATION OF UABILITY To the extent permitted by law,in no event shall C3 Office Solutions be liable to Customer for any special.Incidental,consequential,or indirect damages,toss of
business profits,business interruption,loss of business information arising out of the inability to use the Equipment.The Customer acknowledges that the Maintenance provided by C3 Office
Solutions Is for the mechanical maintenance of the Equipment only,and that this Agreement does not cover any software,networking or any other connectivity or functionality unrelated to the
device(s)described In this agreement. Network and or connectivity services not included in this contract are available Irom C3 Office Solutions at additional costs.
19.FORCE MAJEURE C3 Office Solutions shag not be table to Customer for any failure or delay caused by events beyond C3 Office Solutions control,including.without limitation.Customer's
failure to furnish necessary information;sabotage;failure or delays in transportation or communication;boycotts:embargoes;failures or substitutions of equipment:labor disputes;accidents;
shortages of labor,fuel,raw materials,machinery,or equipment;technical failures;fire;storm:flood;earthquake;explosion;acts of the pubic enemy;war,insurrection:riot;pubic disorder;epidemic:
quarantine restrictions:acts of God;acts of any government or any quasi-governmental authority,instrumentality or agency.
20.NO WARRANTY C3 Office Solutions DISCLAIMS ALL WARRANTIES,EXPESS OR IMPLIED,INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY.TECHNICAL
COMPATABIUTY.FITNESS FOR USE,OR FITNESS FOR A PARTICULAR PURPOSE.
21.INSURANCE If the Customer is leasing the equipment,the Customer shall obtain and maintain,at its own expense,insurance relating to claims for injury and/or property damage(including
commercial general liability insurance)based on Its use of the equipment,goods and machinery.
Page 2 of 2
Initial
•
C((/J,/�°�3 1 CUSTOMER CARE MAINTENANCE AGREEMENT
// ce S 01 u t i 0 1 1 S Version Date: May 25.2012
CUSTOMER BILL TO INFORMATION ••'{' }
E iiiiiddinfingilleffiliiiiMINIIIMIIIMAITIMIda
City of seal beach 211 Eight Street seal beach,ca,90740
BILLING CONTACT: PHONE:'
t FAX:'
EMAIL"ADDRESS - • '";{•• :• n' .. r!c. .• ,-.•-: „• --., ,-. .• _
- CUSTOMER INSTALL INFORMATION
CUSTOMER.LOCATION•%:DEPARTMENT,NAME -";a•a , :,.'•i •.... -: 1-7.:":',5."- KEY CONTACT'+, - t'' .-,:PHONE:.. •S •:,__ti. •:: ,
City of Seal Beach Police Deparment
'LOCATION.ADDRESS: FAX: . • ='• EMAIL:
,911 Seal Beach Boulevard
1 PHYSICAL LOCATION DESCRIPTION: . - . • ' - METER CONTACT: .- PHONE: •- ,. .
CITY: STATE: ZIP CODE:' METER EMAIL ADDRESS: - -
EQUIPMENT COVERED
,1""--",%c ,MODEL`'•':`: ''� ";-,: ''r.:•.L-SERIALNUM8 ER". -.'r;-v-;:.:o; :__
""`''�-`'• � _EOC 11PfrtEN1'IONUHIBE9•'?:::`'r' � ''Cost pei:Cnpy'_�;�;,,���•`:
HP 4250n CNXRS42483 B/W: 0.0173 i
iHP 4250n CNRXR0765B B/W:0.0173
HP 4250n CNRXG81770 B/W:0.0173
II
HP 4250n CNRXG88726 B/W:0.0173
!HP 4250n CNRXGC26933 BAN:0.0173
1 HP 4250n CNGXXF3108B B/W:0.0173
HP P2015 CNBJP10726 B/W:0.0268
HP 2100 USGR118261 BAN:0.0268
HP P2015dn CNBJP10726 B/W:0.0285
HP 3300 mfp SGH2110N48 B/W:0.0343
HP1100 USGP359522 B/W:0.0369
IHP 1000 CNBJ423561 BMW:0.0369
j HP1100 USGP355125 B/W:0.0369
j HP 1012 JMOS2YK B/W:0.047
t HP2840 all in one CNFC66P t BV B/W:0.047 Color:0.1339
B/W:0.0574 Color.0,1714
HP2840 all In one CNFC64C0B4
B/W:0.0574 Color 0.1714
AGREEMENT ENTITLEMENT a
044 J,'0p.A ? f. .s?1.}W'rt'• a. i ra �4 b ��x0��1: E� r ;4 4O c i .+R
AIN O '•�4'STAPLES X :�PAPE ; A/L, ,D,ILK;
incl. incl. Ind. incl. Incl. Incl. Incl. no no TBD
0 ' +�' s .ei , . 4 TAL O CHRGES "7 , t t 'x AUTHORIZATIONS ',-. 'k' E ;
r" '•
TOTAL BASE CHARGE•:.. COMMENTS: - .. r :r _ . ..,
we will contact you at time of renewal.
BASE CHARGE FREQUENCY- - • • METER FR •UENCY.:. - •• AUTHORIZING CONTRACT NUMBER:•• •
monthly
'B/W cost per copy. •VOLUME' • OVERAGE .- -BASE `•_- 'MIN B/W I NT-- PURCHASE ORDER NUMBER:- - . - ••
See Above --__
color cost per copy .VOLUME ' . OVERAGE :1...... BASE:.• MIN 8/W PMT , Initial Here I have read and understand our obligations under the terms and
. conditions stated herein•and on the reverse side thereof,as the only
See Above ---- agreement pertaining to the equipment hereunder. No other
agreements apply unless expressly noted on the face of this agreement
AF"`` .�11MANAGED PRINT�SERVICES PRICING„(MPS) r^'-.. ,' or in the contracts specified above. I understand all meter counts are
kz —i t- _Y g, - s......-.^^-..._+..ao x 1.iv,..-- . ;-.4s.`.-,,r,3.�.f,s t_. based on 8.5x11(minimum)single sided Images.
•6.-- B W PRINT RATE - • • • • .• VOLUME•• '-•;;' -
Initial Here Customer has declined maintenance coverage at this time.The custom
understands obtaining maintenance coverage later may incur charges In
COLOR PRINT RATE VOLUME N/A addition to the normal maintenance charges and has been informed as
to the current time and material billing rates.
PRINTED NAME: ' .
.•CUSTOMER SIGNATURE: • • •
x
TERMS(Months) AGGREGATE CONSOLIDATE. . . • ; MASTER CONTRACT NUMBER DATE:
!60
I G ENERAL SCOPE OF COVERAGE Thls Agreement covers both the abor and the mater•al feradjustments,repair and replacements of parts("Maintenance')as:embed by normal use of the
equipment derlil•ed on lee front page of Ills Agreement("Equipment';,Maintenance does not cover charges for instal'ation,relocating cr de-Installation of the Equipment.Service necessary tc
repair damage to the Equipment caused by misuse,abuse,negligence.attacnmerd of ureuthedzed components.accessories or parts.use of substandard feesirele(thcm,a:)paper or substancard
supplies,other causer:beyond the:Ontrol of C3 Oftlice Solutions Or such causes welch would vole the Equipments'warranty are nct covered by this Agreement Any such repair iler,ulled ii the
prcceening aRntenre stall he Raparately b lied to customer=and tray lead to the term:nation of this Agreement.in adddlen,C3 entice Solutions may terminate this Agreement If the equipment is
modified,damaged altered or serviced by personnel nther Ivan the C:3()fffir.R SnluI.,nn'Authnrired Personne,or If parts.ecce550::es or components not mewing machine specllea1ons are tilled to
the EquipIiie'I.i,;entenaIR:d shell not liver otUmnN.i for rHpele needed ex a result:)I Clrxtnnlef or Third(:arty moth!cations 10 aotteare cr hardware,
Paget cl2
2.MAINTENANCE VISITS Meinteuariee veils will be made duriio standard weekday businasre bona al Iha address shown on the first pane ref this Agreement.Maintenance vista requested for
holidays.weekends or after standard business t'.uurs may result in eddiiurnaf charges lie travel and lebor pursuant to C3 Offiice Solutions standard overtime rains in effect al the time Maintenance
visit. Maintenance performed during a Maintenance visit includes lubrication and;Jeannie of the Eeuipmerd and the edjusbnerd,,epair or replHcementof parts described below.
3.REPAIR AND REPLACEMENT OF PARTS.All parts ne:essary for proper operation of the Equipment requiring replacement due to normal wear and tear,sub,ect to the general scope of
:coverage,eel be lumished free of charge during a service call.
4.MAJOR REPAIRS AND UPGRADES Major repairs resulting from misuses ol the product.overall!allure of the Equipment resulting from the normal end ur life cycle of Ole Equipment and char
repairs requaing more than customary'repair and part replacements shall not be consklered covered Mainterance. C3 Office Solutions receives the light to cancel the rmaidenance acreen�eol,
should customer misuse or abuse the:mended features of the device.
5.USE OF C3 Ofiice Solutions SUPPLIES Customer is not obligated to use C3 Office Solutions approved supertax under this Agieernr•.nl.If,however,the Customer uses other pan al entice
SoLl'ons approved suopiles(other than paper)and such supplies result in damage to the device, C3 Olifiee Seluiiorrs rna',',at its disaetien,essras a a.xcluirye re terminate this Agreement.II C3
Office Sululiues tenni etes this Agreement,C:i Oliiice Sclltioui Inlay make aervi a available nn H'I'or Call'hoots lased Wen(.3 Mire Solutions standard rates rn eltect at the time of service.
6.SUPPLIF5 Supples selected,It any.on the Isom of this Agreement l'Supplles'),shall be Included under this Agreement C3°M ice Solutions will provide such selected Supplies to the Customer
tailed mean normal yields.Stipples provided are for use with MR Erp'Omani covered by this Agreement only and are not for resale or for use with oiler equipment lithe Customer's usage of the
Suppler;exceeds the riur:rlel yields for the Equipment lasing semieen,C3 Offlir.e Solutions will inonice and the Customer agrees to pay.tor the excess suppfes at C3 Otfece Solutions current retail
uri es elan.n diem 03 Offfice Solui nla reservers tee right w dingle lot supplies and frelyhL Normal yield is defined as the publist:ed industry a;andard yield ter the product model covered under
this Agreement.
7.ELECTRICAL REOUIRMENTS In order to insure optimum performance al the Equipment,Customer roust comply with all Sharp•equied electrical specifeedent,including but and limited In use of
dee gnated circuit and outlets and required voltage requirements.These power standards aie required by UL andler local safety tegolelions, 03 Office Solutions wan cancel the aaroerrlent shoukl
customer not comely with C3 Office Solutions recommended electrical requirements
8.CHARGES The initial charge for kaintenance under this Agreement is n:si-refundable and shall be the emoted set firth un the Iasi page of lire Agreement.lie annual maintenance lee with
respect tc any renewal term,will be charged al the time of term renewal Customer anal be charged aceord'rug to lie payment cycle ired:tat edi on the(runt page d this Agreement.Customer shall
pay all charges wail Iron(1u)days of the due date. Excess bile charges over riO days,will result In tele charges equal to 5%nl invoice veer agree that alter the first 12 months of the term or any
extens'.on Or renewal)ci this Agreement.end at the end of each following 12 month penal Ihereefter,the base dierger and cord per copy charges may be increased by an amount not to exceed
10%of the base charges)androrcesl per copy charges.in effect at the end of the prior 12 month omiod.!freed equipment is mowed lleyom.0 any C3 Oflrcd S011111nlls service territory.C3 Ofltce
Solutions reserve-5 the right to cancel the Agreement upon written notice to the Custom:r.or C3 Offlice Solutions may charge(and Cusl:nnet hereby agrees to per(a fair arm;eescra,t le ups:harge
for continued service. Typically rested to extreme rural relocation.
e.METER nEADING Customer is nbtlgaten M provide reeler reading(e)in a timely manner upon request.tf the Customer tails or reuses to provide the meter reading In a yrney manner,C3 O(fflce
Solutions may estimate,the meter based upon previous billing and service meter-eadings.The estmated meter all then be applied in the same manner as If the meter had been supplied by the
Customer and Ire Customer agrees 10 pay any overage charges that may resent from the estimated meter reading.
i0.TERM This Aywllenient steal become effective upon C3 Maxi Sui untie receipt Irorn Customer ni the irliat non•retendable maintenance charge it applicable,as set forth on the first page of this
Agreement,or tor such Customers that are to be tolled in arrears,upon the data ildi:Med in OM'Start Date'portion of the feat liege ol this Agreement.'the term of this Agreement shall be as
specified on the fist page of this AgreemenL
11.EVENT OF DEf AULT AND TERMINATION The Customer's lalure to pay any amount due under this Agreement.or breach of any other obligation heroin shall constitute art Event of Dote
Upon an Event of Default,C3 Once Solutions may in its discretion lake any one or more of the following actions:(I)cease performing all Maintenance cr any other service under this Agreement;(ii)
furnish Maintenance or service upon a prepaid.'Per Car basis:andlor(ill;terminate this Agreement Customer shall be obligated to pay any amounts due and owing to C3 Offiice So:utions within
le 0)days of the expiration or termination cl this Agreement.Customer.upon oayment.of all such amounts due,shall thereafter have no Father lability cr obligation to C3 Office Solutions was e:•ver
tor any further lees or expanses arising hereunder,in the event C3 Offiice Solutions lenninates this Agreerrere because ol the breach of Custcrrsr.(;3 Office Solution shall be entitled to payment
for work in progress nlus reimbursement ter ad.ot'•pocket expenses.
12.eolDEMNITY Customer shall Indemnify,save and hold C3 Mice Solutions,Its affiliates,officers,dicctor,,shareholders,employees.agents and representatives and its and their successors and
assigns('C3 011ee Solutions Parties")harmless from and against any lability,less cost expense or damage whatsoever caused by reason of any breach of this Agreement by Customer or by
reason nt any injury,whether to body,property or business or to any other person by reason of any act neglect,omission or default by Customer-Customer shall dclend,at its sole and absolute
cost,any Karon to which this indemnity shall apply.In the even)Customer fads to defend such action.C3 Office Solutens may do so and recover!rem Customer in addition,all costs and expenses,
irrixling,effarrieys'fees in connection therewith G3 Office Solutions shall be entitled to recover from Customer all costs and expenses includ rig without limitation,attorney's fees and disbursement
incurred by C3 Wive Startle ins in cxnreerl nn with actions taken ny C.9 Oiflioe Sali.lti nc or its representatives(f)to enforce any provision of this Agreement:(l)to effect any payments orcolectans
provided lox iheren;(Xi)lu IIIRdlfnlr,,ale Mein,preserve,enk:me and fornclrtie nn SOS's earnuity Interest In or lien on the goods,whether through judicial proceedtngs or ol'erwise:or(Iv)lo defend or
prosecute any actions or proceedings arising out of or relating to any C3 Offiice Solutions Transactions with Customer.
13.ENTIRE AGREEMENT Thls constitutes the entire Agreement between the patties relating to the subject matter hereof.Any modifications to Ills Agreement must be in writing and signed by both
parties.
14.SUCESSORS AND ASSIGNS;TERMINATION Nether party may assign this Agreement or any of its rights or obligations hereunder,without the prior meta;approval of the one.party,winch will
not be unreasonably withheld,except that ether party may assign to obligations and rights to a wholly owned subsidiary,parent corporation,or entity under the same cr,•nerslmip,operation te control.
15.BEVERAB LITY If arr;provision it the Agreement us held invalid or unenforceable by a body of competent jurisdiction,such provisos wil be construed,limited or.it necessary,severed to the
extent necessary to eliminate such rnaliuity or unerrnrceabitty.The Parties agree to nrogn;iete in good firth a valid,enforceable suhnfrufe pmviniorl that most nearly affects the Parties'original intent
in entering nto this Agreement or to pro•cle an euuitaele adjustment btu tea event rep such lu0vcru>tt cart he rot led.1 he other provrsrr ni this Agreement shall remain in hilt force and effect
16.COUNTERPARTS AND FACSIMILE SIGNATURES This Agreement may be executed in several counterpane,each of which shall be deemed to be an original and all el wt:icli weather shall
constitute one Agreement blaring on all parties hereto,notwithstanding,that at the parties have not signed the same counte'per,.A faxed signature of this Agreement bearing authurieed sivatures
may be treated as an odg nal.
17.JURISDICTION Al panes hereby consent to the exclusive jur.sdicton'Of the Federal Courts located in CA and the State Courts located in CA in any proceeding arising out of or relating to this
Agreement.
18.LIMITATION OF LIABILITY To the extent permitted by law,in no event shad C3 Offfice Solutions be liable to Customer for any special.incidental,consequential,or indirect damages,toss of
business profits,business interruption.loss of business information arising out of the Inability to use the Equipment.The Customer acknowledges that the Maintenance provided by C3 Office
Solutions is for the mechanical maintenance of the Equipment only,and that this Agreement does not cover any software,networking or any other connectivity or functionality unrelated to the
device(s)described in this agreement. Network and or connectivity services not Included in this contract are available from C3 Office Solutions at additional costs.
19.FORCE MAJEURE C3 Orifice Solutions shad not be liable to Customer for any failure or delay caused by events beyond C3 Olffice Solutions control,including.without limitation,Customer's
failure to furnish necessary information;sabotage;failure or delays in transportation or communication;boycotts;embargoes:failures or substitutions of equipment;labor disputes;accidents;
shortages of labor.fuel,raw materials,machinery,or equipment;technical failures;fire;storm;flood;earthquake;explosion;acts al the public enemy;war;insurrection;riot;public disorder;epidemic;
quarantine restrictions;acts of God:acts of any government or any quasi-governmental authority,instrumenlatly or agency.
20.NO WARRANTY C3 Office Solutions DISCLAIMS ALL WARRANTIES,EXPESS OR IMPLIED,INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,TECHNICAL
COMPATABILITY,FITNESS FOR USE.OR FITNESS FOR A PARTICULAR PURPOSE.
21.INSURANCE If the Customer Is leasing the equipment,the Customer shall obtain and maintain,at its own expense,insurance relating to claims for Injury and/or property damage(including
commercial general liability insurance)based on its use of the equipment,goods and machinery.
Page 2 of 2
Initial
•
ATTACHMENT "C"
DeLage Leasing Agreement
DOCUMENTATION INSTRUCTIONS
The instructions listed below should be lollowed when completing the enclosed documentation.Documentation completed improperly will delay funding.
II you have any questions regarding the instructions or the documentation,please ca!l us.
I. STATE AND GOVERNMENT LEASE-PURCHASE AGREEMENT
1. Bank Qualification Section
• Read and check box if appropriate
2. Lessee Signature
• Complete and Sign
II. ATTACHMENT 1 —LEASE PAYMENT SCHEDULE
• Sign and dale
• Print name
III. ATTACHMENT 2—EQUIPMENT DESCRIPTION— (WHEN PROVIDED)
• Sign and date
• Print name
• Type in Complete Equipment Description to include serial numbers and location addresses(if applicable).
IV. STATE SPECIFIC ADDENDA— (WHEN PROVIDED) _
Required for AZ,AR,CO,FL,GA,KS,LA,MI,MN,Nc,NJ,NY,OH,TX and OK
• Sign and/or Attest when required
V. ACCEPTANCE CERTIFICATE
• Date the date of equipment acceptance and Sign
VI. 8038 OR GC—IRS FORM
• In Box 2,Enter your Federal ID Number
• Sign.date and write in Name and Title
• 8038GC—Line 6&7 Enter Contact Name and Telephone Number
• 8038G—Line 9&10 Enter Contact Name and Telephone Number
• The enclosed 80386 or GC Form is a SAMPLE only.The actual 8038G or GC will be completed and sent to yuu for your signature after closing,with
instructions to return the original to us at your earliest convenience.This Is being done in this manner to comply with Internal Revenue Service regulation.
VII. CERTIFICATE OF INSURANCE
• Attach both Property and Liability Certificates of Insurance shovring De Lane Landen Public Finance and/or Its Assianq
as loss payee"and"additional insured",respectively.)
• THE CERTIFICATE MUST ALSO SHOW THE PHYSICAL ADDRESS WHERE THE EQUIPMENT WILL BE LOCATED.
VIII. ADDITIONAL DOCUMENTATION THAT MUST BE SENT PRIOR TO FUNDING:
• Original vendor invoice(ii applicable)
• Advance payment check made payable to De Lage Landen Public Finance(if applicable)
• Copy of titletMSO listing Do Lage Lander'Public Finance&!or Its Assigns as 1st lien holder(if applicable)
ALL DOCUMENTATION SHOULD BE RETURNED TO: _
De Lage Landen Public Finance LLC
Lease Processing Center
1111 Old Eagle School Road
Wayne, PA 19087
800-736-0220 0
Attention: Barbara Wozniak x3534
(got All Right.5avec R mk3 m:tic U.S.. JbP;DOcW k3 1'11
De Lage Landen Public Finance LLC State and Local Government Lease-Purchase Agreement
1111 Old Eagle School Road PHONE:(800)736-0220
Wayne,PA 19087 • FACSIMILE(800)700-4643
Full Legal Name Pharr Numbs
City of Seal Beach 562-799-4100 _
OBA Name fit anti ( Purchase Order aeluisitinn taunilrer
B lu�q Address CO Stale Zip - i Send Invoice le Attention of -- ---• ----—
911 Seal Beach Blvd Seat Beach CA 90740
*Omit Make IJ.odei No Swat Numb% .Description(Attach Separate Schedule II Necessary)
Z I See Equipment Description Attached as Attachment 2
P. — - ---
---- '
ci
rL
s
t—
z
w.
— --
o_
Equipment LDation fit not sane as above) City Slate Zip
--° — — —
W
Number DI 10usd Payments Lease Payments-
!
60 See Lease Payment SUrelule Attached'as Attachment 1 Cr
I' checking t hereby nu N roe•
Full terse Torn ill MDnlhsl P Hd frequency By ng he 601 below.YOU here d sianale Ih s Lease as a"qualified tax-exempt obi. GOIi as deiirred in
I.icnpaly 9 Section 2SSf sX3t;8)DI the Internet Rennie Code and represent mat lie epgaeaale lace ar mmt at all tax-exempt
DbSgalimrs leuluding pirate activity bonds other than qualil M Slit(c1131 bends)issued m l0 be issued by YOU
60 0 Duartwly
—I and YOUR subordinate entries dung the calendar yea;in which Y.'E Sind this Lease is not reasonably expected
_ f Seniannually = toeaceed SID 000.003
Cr
C Annually
C tithe-_-_- co ❑dam Doahfcattm Elecles
z
a
Erin of Lease Option:St co
TERMS AND CONDITIONS
Please read YOUR copy of this State and Local Government Lease-Purchase Agreement("Lease")carefully and feel free to ask US any questions YOU may have about it.Words"YOU"and"YOUR"refer to
the"Lessee"and the words"WE"US"and"OUR"refer to De Loge Landen Public Finance LLC,its successors and assigns,as the"Lessor"of the Equipment.
1. LEASE.WE agree to lease to YOU and YOU agree to lease from US.the equipment listed above(and on any attached schedule)including all replacement pans,repairs,additions and accessories
("Equipment")an the tens and conditions of this Lease and on any attached schedule.
2. TERM.This Lease is effective on the dale that it is accepted and signed by US(the"Commencement Date")and continues thereafter for an original term("Original Term")ending at the end of YOUR budg-
et year in effect on the Commencement Date and may be continued by YOU for additional one-year renewal terms("Renewal Terms")coinciding with YOUR budget year up to the total number of months indicat-
ed above as the full Lease Term;provided,however,that at the end of the Original Term and at the end of each Renewal Term until the Full Lease Term has been completed.YOU shall be deemed to have contin-
ued this Lease for the next Renewal Term unless YOU shall have terminated this Lease pursuant to Section 5 or Section 17.Lease Payments will be due as set forth on Attachment 1 until the balance of the Lease
Payments and any additional Lease Payments or expenses chargeable to YOU under this Lease are paid in full.As set forth in the Lease Payment Schedule,a portion of each Lease Payment is paid as,and repre-
sents payment of.interest YOUR obligation to pay the Lease Payments and YOUR other Lease obligations are absolute and unconditional and are not subject to cancellation,reduction.setoff or counterclaim except
as provided in Section 5.THIS LEASE IS NON-CANCELABLE EXCEPT AS PROVIDED IN SECTION 5.
3. LATE CHARGES.II a Lease Payment is not made on the date when due,YOU will pay US a late charge at the rate of 16%per annum or the maximum amount permitted by law,whichever is less,
from such date.
4. CONTINUATION OF LEASE TERM.YOU currently Intend.subject to Section 5,10 continue this Lease through the Full Lease Term and to pay the Lease Payments hereunder.YOU reasonably believe that
legally available funds in an amount sufficient to make al Lease Payments during the Full Lease Term can tie obtained.YOUR responsible financial officer shall do all things lawfully within his or her power to obtain
and maintain funds from which the Lease Payments may be made,including making provision for the Lease Payments to the extent necessary in each proposed annual budget submitted for approval m accor-
dance with YOUR applicable procedures and to exhaust all available reviews and appeals it that portion of the budget is not approved.Notwithstanding the foregoing,the decision whether to budget or appropriate
funds and to extend this Lease for any Renewal Term is solely within the discretion of YOUR governing body.
5. NONAPPROPRIATION.YOU are obligated only to pay such Lease Payments under this Lease as may lawfully be made from funds budgeted and appropriated for that purpose during YOUR than current
budget year.If YOU fail to appropriate or otherwise make available funds to pay the Lease Payments required to bo paid in the next occurring Renewal Term,this Lease shall be deemed terminated at the end of the
Then current Original Term or Renewal Term.YOU agree to deliver written notice lo US of such termination at least 90 days prior to the end of the then current Original Term or Renewal Term,but failure to give
such notice shall not extend the term of this Lease beyond the than cunent Original Term or Renewal Term II this Lease is terminated in accordance with this Section,YOU agree.al YOUR cost and expense,to
peaceably deliver the Equipment to US at the location or locations specified by US.
6. WARRANTIES.WE are leasing the Equipment to YOU"AS-IS"and WE MAKE NO WARRANTIES,EXPRESS OR IMPLIED,INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PAR-
TICULAR PURPOSE.WE transfer to YOU,without recourse,for the term of this Lease an warranties,it any,made by the manufacturer.YOU ALSO ACKNOWLEDGE THAT NO ONE IS AUTHORIZED TO WAIVE OR
CHANGE ANY TERM.PROVISION OR CONDITION OF THIS LEASE AND.EXCEPT FOR THE MANUFACTURER WARRANTIES,MAKE ANY REPRESENTATION OR WARRANTY ABOUT THIS LEASE OR THE EQUIP-
MENT.WE SHALL NOT BE LIABLE FOR SPECIAL.RESULTING OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF WARRANTY OR REPRESENTATION OR RESULTING FROM
THE USE OR PERFORMANCE OF THE EQUIPMENT.YOUR OBLIGATION TO PAY IN FULL ANY AMOUNT DUE UNDER THE LEASE WILL NOT BE AFFECTED BY ANY DISPUTE.CLAIM,COUNTERCLAIM,DEFENSE
OR OTHER RIGHT WHICH YOU MAY HAVE OR ASSERT AGAINST THE SUPPLIER OR THE EQUIPMENT MANUFACTURER.
7. DELIVERY AND ACCEPTANCE,YOU ARE RESPONSIBLE,AT YOUR OWN COST,TO ARRANGE FOR THE DELIVERY AND INSTALLATION OF THE EQUIPMENT(UNLESS THOSE COSTS ARE INCLUD-
ED IN THE COSTS OF THE EQUIPMENT TO US).IF REQUESTED.YOU WILL SIGN A SEPARATE EQUIPMENT DELIVERY AND ACCEPTANCE CERTIFICATE.WE MAY AT OUR DISCRETION CONFIRM BY TELE-
PHONE THAT YOU HAVE ACCEPTED THE EQUIPMENT AND THAT TELEPHONE VERIFICATION OF YOUR ACCEPTANCE OF THE EQUIPMENT SHALL HAVE THE SAME EFFECT AS A SIGNED DELIVERY AND
ACCEPTANCE CERTIFICATE.
(Terms and Conditions continued on the reverse side of this Lease.)
YOU agree to all of the Tens and Conditions contained in both sides at Ns lease ind_in any attachments to same tae
Tessa Signature Iona
Ol which are Included by refareacel and become part DI this Lease'rod acknowledge*Suer red and agreed to all the
Terms and Condilie�s Print Name
You agree that this Is a non-cancelable lease.The Equipment is: i NEW ❑ USED Title
Signature ace
For —
Tete -`---------' —` -`-`------ ---- -- --—------ DE!AGE LANDEN PUBLIC FINANCE LLC
_---- --------------- -- Lease Number
Prmt Name PUB 11156
---- -- -- ---- --------------------- lease Dale
Legal Nacre at Corporation June 7 ,2012
City of Seal Beach
Vendor ID —
ILEASE MUST BE SIGNED BY AUTHORIZED OFFICIAL OF LESSEE) K8081
Page 102
B. TITLE,PERSONAL PROPERTY,LOCATION,INSPECTION,NO MODIFICATIONS OR ALTER- al least 60 clays'piiorvnittel noire In US and paymer in full to US of the Leese Pay:aunts and rig
ATIONS.YOU have tile In the Fquipment;provided that tide to the Frpitpmant will immediately and ether enromts then due plus the then atplinahle Pouchase Price set forth a i the Leese Payment
wilbnut any adios by YOU west in I1S and YCII shag immediately surrender pesr_ssion nt the Schedule;ni(e)d substantial damage In cr desinrcIinn m rr.•ndenn'atien M suireantiatly all rat the
Equipment to US,(a)upon any!animation ol this Lease other than terminat•ort pursuant It Section Equipment has occurred,on the day'soecrred bi YOUR written notice le US of YOUR exercise o'the
1!or(b)if YOU are in defzull of this Lease It is the intent of the parties hereto that arty transfer cl punhese option upon at least 60 days'price notice,to US and payment in lull to JS ol the Lease
title to US pursuant to this Section shall occur au:unraticagy cihout the rtesessity of any bill'sleeks, Payments ano all other amounts then due plus the dawn applicable Purchase Price act torts on Ise
certificate of tide or other instruruatd of conveyance.Y3J slung,nevertheless.:recule and dulroer Lease Payment Schedule.
any such instruments as VIE i,i y request to aviJerrce suci transfer As security Icr YOUR oblige- 16.REPRESENTATIONS AND WARRANTIES.YCU warrant and represent as fol;ows:(a)YOU
tions nereuider.WE retain a nullity interest ill Pie Eipthrient and ell proceeds lhereu`.YOU laws ere a public body camerae and[coma dulyoruani,.,ed end existing under the constitution end laws of
the righ:to use the Equipment dung the twill of this Lease except es otherwise expressly set faith YOUR Slate will]fug power and aiUrorily lc enter into this Lease and the trensachons contemplated
ill this Lease.Ailhough the Equipment eery lexe:hue elected to reel relate.it'enema;pummel hereby and re per fowl all of YOUR obfieatiuus lerei nler.(t+)YOU have duly authorized the teem-
property.YOU agree nut to eller se'ruddy the Equipment or permit a lieu to be placed upon the nun and defnery of this Leese by proper ac'iun by YOUR governing body at a meeting duly cal.ed,
Equipment u:to rerrihve the Fgpcipnrexd rathuut OUR prior writer;tenure.II WE feel it is Races- regularly convened aaJ dtlended[Newbold by the reuuisite nuaju:ff;of the members thereof or by
spry,YOU agree la provide US with wd ears of mlHesl ur liens from nrrwnu cleiuring any literal other epprepriale cffim:iel approval,and ell requirements have been met real premieres have occurred
in the real estate on which any decry cl Fquipment is luca:uJ.WE also have Ike tight,at reason ill ruder to ensure the validity and enlwcoebility of this Leese;(t)YOU threcanpl:6d with such pub-
able able times.to i•hspect Ile Ei.tipment. tic bidding enteireetwas its may be applieelde IV this Leese and the acquisition by YOU of the
0. MAINTENANCE.YOU ere required.al YOUR own cusl aril expense,to boo the Equipment Equipment:(d)all eullrureeliurts,'ailments and apprn•mLs of eenerrrnentrl belies ur regencies
ill good rapeir,cenditiuu and working ender,exuepl br ordinsey wear and lee,.and YOU real supply required it unmedion with the exwxdioe and deliwary byYOU ul this Leese or in cnnechwi with the
a:l pars and servicing required.All replacement parts used or installed and repairs made to the carrying cut by YOU ot YOUR obligations hereunder nave been obtained;(e)this Lease constitutes
Equipment aril!become OUR proaer,;. lee legal,%arid and tinding obligation of YOU enbrceahle in accordance with its terms,except to lie
YOU ACKNOWLEDGE 11IAT WE ARE:JOT RESPONSIBLE FOR PROVIDING ANY REQUIRED extent tinted by applicable bankrupzy,insolvency,reorganization or other laws affecting creditors'
MAINik4ANCL Ai4U,1014 SERVICE FOR TI'E EOU:PMEN1.YOU WILL MAKE ALL CLAIMS roil SCR- rights generally;(t)YOU have,in accordance with the requirements el law,fully tudgeted and appro-
VICE PJ'iWOFH MAINTENANCE SOLELY TO TI IC SUPPLIER ANCiiOR MANJFACTURER AND SUCII priated sufficient lands for Ins current budget year la make the Lease Payments schedu:ed to come
CUIPAS WILL NOT Al fECT YOUR OBLIGATION TO MAKE ALL PEOUIRCD LEASE PAYMENTS. due dunng the current auduet year and to meet YOUR other obligations incerthis Lease lcrthe cur-
10. ASSIGNMENT.YOU AGITC"CeOT TO:R.M:SI EH,SLLL,SUBLEASE.ASSIGN PLEDGE OR rent budget year and those funds have not bow expeiided br other purposes(g)the Equipment is
ENCUMBER EITHER THE EQUIPMENT OR ANY RIGHTS UNDER THIS LEASE WITHOUT OUR PRIOR essential to YOUR functions or to the serciees YCU prr,ide Io YOUR ce cans,YOU have an intrledi-
W'RITTrJ CUNSENI.YOU area that WE may sell,assign or transfer this Lease and,r WE do.he ate need for the Equipment ant,expect b make immetiale Ins at the Equipment,YOUR need for the
new o'nner .ill have the same right;and benefits that WE now have and will not have to perform any Equipment is not temporary and YUU do net expect the need for any item of the Equipment to dimin-
ol OUR obligal's n and the Nets cl the new owner v.i0 not be subject to any claims,counterclaims, hsh in the toreseeable'f Lure,indeding the Rill Lease term,and the Equipment will be.uses ay YOU
defenses orset-offsthatYUUmayhaveagainstUS.YL''UherebyappointMunicipalRegistrarSerices one;for the purposeotperformingoneormoreofYCUItgo'.ernmenrelorproprietarytunctiorncon-
(the"RegNlrar")as YCUR agent for the purpose ot meinlaining a written record of each assignment sistent wild the permissible scope of YOUR authority and will not be used in the trade or business of
Inform necessary to cemply',wlh Section 149(a)of the Interval Revenue Code of 1ytJ6 as amended. any other entity or person;and'(h)YOU have never laced to appropriate or otherwise mace available
Na such assignment shall be binding ern YOU until the Registrar has received written rnotio from he loads sufficient to pay renal or other payments corning sue under am;Iecse purchase..installmeit
assignor ditto ram:aid address of the assignee. sale or otter similar agreement.
11. LOSS OR DAMAGE.YOU are responsible forte risk el loss or dew mclbn of,or damage to 19.UCC FILINGS AND FINANCIAL STATEMENTS.YOU authothe US to tie a 5:lancin stale-
the Equipment.Ne such loss or damage relieves YOU from any obligation under this Lease.If any of ment with respect to the Egt:ipment.II WE feel it is necessary,YOU agree to submit financial stale-
the Equipment is damagee by ire or other casua art or tile to,or the temporary use ot,any ot the meats(audited if a aaable)on a quarterly basis.
Equipment Is lakes under the exercise ot the power of eminent domain.the net proceeds("Net 2U.UCC-ARTICLE 2A PROVISIONS.YOU)(pee Mal this Lease is a Finance Lease as that term
Proceeds")of any insurance claim or condemnation aware will be applied la the prompt replacsment, is defined it Article 2A of the UiiFcrm Commercial Code(-UCC").YOU acine ledge that WE have
repair,restoration,mgdiliczhcn or improvement of that Lquipment,unless YOU have exercised YOUR given YOU the name ot the Supplier ci the Equipment.WL Ihereey mile YUU hal YOU may have
option to purchase the Equipment pursuant to Seclion 1!-Any balance of the Nei Proceeds remain- rights under the contract wilt the Supplier and YOU may ccntect the Supplier bra description of any
ing after such work has been completed shag to paid to YOU. rights or lenge:lees that YOU may have under this supply contract.YOU also waive any and all rights
12. INDEMNITY.WE are net responsible fur ere loxes or injuries cursed by the maeufecture. aid remedies granted YOU under Sections 2A-508 Omagh 2A-522 of the UCC.
acquisition,dedeery.iistellalun.ware rehire use.!me possession.rnainlwiar'ue.eperetiion or reiec- 21. TAX EXEMPTION.YOU will cernpy with all applicable pnrisions of the Internet Revenue
Lion o`tl a Equipmwd w referees in Ihr.Frieri)rrlerl.To the extend permitted by law,YOU agree to mil it- Code of 1966 as emended.hide:lbw without lini:ekon Sectiurs 103 and 1.18 thereof.and the eppli-
bursa US for and to defend US against any ciain fur loseea or eerie:relating to the Equipment.This treble repulnliuus thereunder to!Heinle ill Pie exdusive of the interest purlieu of the Lease Payments
indemnity will ccet iure earn anal the termir.adon of this I Paso from gross inrrnte Inc perorates ol federal income taxation.
13.TAXES.YOU agree to pay all appliceble license and registration lees,sale and use tams.per- 22. BANK QUALIFICATION.If YCU checked Inc'Dank Qualification Elected'box on the front
sanal property taxes and ell oiler tem and doges.re'aling In the mvrhersh p.lasing,rental,sale. pegs of this Lease YOU and all YOLIR subordiiate willies will net issue in mess cl S10.000,00 of
pureness',possession or use cl Ow Equipment(except Dose based un OUR net item:mi.YOU agree qualified lax-exempt otligatioii(including this Lease but excluding private activity bonds other than
that if WE pay any Isere ur claques YOU will reir'ibursa US for at Such payments anti rill nay US quaBfred 5O1(r.)(3j bainds)duur:n the Wender year ire ev ticlh WE fend this Lease withuul iirsi ub
interest and a late oharto(es i:al+xdamil ii Swaim 3)on emir p eymwds with Ibe 11.01 I ease Psymenl, ing en minion of rahaneily recugmted triune!in tine emir of lax-exangrl municipal ebligeliuns
plus a lee fre O(1R enflncIing and administering any texas,araa_ssmen;x or Ws and ientitling Pram acceptable In US that the rip lgratiin of this I case as a''venired lax-eeenipt utniyelioii will rrct It;
to the eiemOprlate RnlMrilies. adversely climbed
14. INSURANCE.During the term of this Lease.YOU will keeb the Equipment insured against all 23. CHOICE OF LAW;JURY TRIAL WAIVER.This Lease shall be governed and construed in
risks ol loss or damage in an amour'Rol less Jean the replacement cost of the Eouiprnwut.without acconlance with the laws of Ina state where YOU ere bated To the extent peritted by law,YOU
deducible and witheul ou-insurance.YOU rig also ublain attd mai•daie for the faun of this threes, agree to waive YCUR righle lu r:trwl ley jury.
txtnnprelhensive publ c fwbilify inswarca covwinu built peesorrdl injury and property damage of at 24. ENTIRE AGREEMENT;SEVERABILI1Y;WAIVERS.Toe Lease contains the entire agreement
least S100,000 per person and$3'0,000 net oxnmence or bodily fnjuly and 550.000(ur properly and understonctng.No agreements or tmderstaiafings are binding an the parties unless set fuih in
damage,WE will be the sale named Ins;payee on the properly insurance and named as an adrlitino- railing and signed by the parties.Any limyicinn of this I ease whi iu for erre reason they be bald revers-
al insured on the puhlie.liabilit insinanre.YOU will pay ad nremlums far such insure eat and mist faucunable in anyjmisdielinn shall,a;I•n such ji.dsdiciinn,he ireifrv.d'xe.v l'tnnd irryaltding die rennin-
deliver prone of iranurnre coverage satisfectnry In IIS.II YOU do not provide:arch i'rsmanr.e,Y1111 ing pmviainne ref this I ease THIS I FASF IS YOT INTFNOFO (:'R TRMJSACTIONS WITH AN FOUiP-
agree that WE have the rigid.but inn ate ubligaliorr,to(Mein such insurance arid add an insurance MENT COST OF LESS THAN S1.DOC.
fee the amount due from you.un which we make a prole. 25. FACSIMILE DOCUMENTATION.YOJ agree I'tat a facsimile copy of this Lease with 1ecsirrui-
15. DEFAULT.Scbjese In Section ui 5.YOU ere hi default el this Lease a any of the foIw:its Is sigrutures may be lamed as an urig:nal and will he aduriaNble as evderce of this Lease.
occurs:(a)YOU Jai Iu pay any Lease Feynuwd ur other sum wlneri due:(Ir)YOU breach airy:verrwr-
ty or Leer ublwahort under this I ease.ni ally other agreement with US (c)VOil bemire�nsrpva•d
or unable to pay YOUR debts when due YOU make au assiumnwd ire the boned=of creditors or YDJ
undergo a substantial deterioration is YOUR financial condition.m(•d)YOU file or have tiled apairst
YOU a petition for linuidalinut,rennganirlmn.adjustment of dale or sunken relief under the Federal
RmtkrullluR Code or any other present or Whim federal or slate bankruptcy or insalvenay law,or a
trustee.waiver or Iiquirtator is anpeinterl for roll era selettertiel pail M YOUR assets
16. REMEDIES.WE have he following ns»edice tf Will are in default of this beanie:WE may
declare the ernes balance of the unpaid I case Payments lir lee then current Oiip;inal Tome or Renewal
Teem immediately due and payable;sue lot and rectiwn all Lam Payments and any other payments
their mire real r arxaluratect Meier this Lease;charge VOlt insmeet on all n-mnir-s mm lIS at Ina rate
of eighteen percent(18",)per year firer the date el default until paid,but in na event more than lie •
maximum rile permitted by lac:drerge YOU a retun-track or nun-suflicient funds drr•rge("NSF
Charge")of 325.0'C fcr a dheck One is returned far any reason;and require dial YOU return the
Equipment to US arid.if YCU fat lu return the Equipment enter upon the premiers peeceately weir or
without legal pre:pees where the Equipment is Igcaed end repossess the Equ priest time return or
repassessinn at lie Equimneet win not cunstilute a lenrinalion of this Lease 111111SS WE expressly
nobly YOU i•n wit rru.If nip Equipment is relrunrd an repossessed by US and unless WE have lami-
nated this Lease.WE Ball sell u're-rail the Eu'ipment to any praxis with any terms WE deter ere
at aria or more puede or Ante sales.r:ith or without notice to YOU.and apply the net proceeds alter
dedutilg the costs and expenses ea such sal:or re-rent.to YULIt obligations wilt YOU remaining
liable for any deficiency and with any excess over the amounts described to this Section plus the then
appficaae Purchase-rice to be paid to YOU.
Ylllt are ago roqu'ret to pa';Wall expenses Irtcurrea by US In connection with the anionccmeat s
of any remedies,including el cxn:nses of repossessing.storing,shipping,repairing and selling the
Equipment,and(ii)reascnable attorneys'lees.
17.PURCHASE OPTION.Praaide YOU air not in default YOU shall ieve the option topurchase
all het not kss than all of It Equipment(a)cr.the date the last Lease Payment is due(assuming this
Lease is renewed at the end of the Original Tenn and each Renewal Lein),If this Lmtsn is atir in effect
on that day.upon payment In full of Lease Payments and all other amounts then due and the payment n-
od(Inc Dollar to US;(b)en the bast day of the Ordinal Term or any Renewal Term them an affect.upon o
rao 317 e:xttAellighlxrsm rwB:radii,lteliSA n7PTmcenlea 1111
•
ATTACHMENT T STATE AND LOCAL GOVERNMENT LEASE-PURCHASE AGREEMENT .
Lease Payment Schedule -
LESSOR: DE LAGE LANDEN PUBLIC FINANCE LLC
LESSEE: City of Seal Beach
LEASE NUMBER: PUB 11156
LEASE COMMENCEMENT DATE June 7 20 12
Payment Number Payment Dale Rental Payment Interest Portion Principal Portion Balance Purchase Price
Loan 07/10/2012 0.00 0.00 0.00 55,310.92 0,00
1 08110/2012 . 1,064.18 287.34 796.84 54,514.08 56,149.50
2 09110/2012 1,084.18 263.49 800.69 53,713.39 55,324.79
3 10/10/2012 1,084.18 259.62 804.56 52,908.83 54,496.09
4 11/10/2012 1,064.18 255.73 808.45 52,100.38 53,663.39
5 12/10/2012 1,084,18 251.82 812.36 51,288.02 52,826.66
6 01/10/2013 1,064.18 247.89 816.29 50,471.73 51,985.88
7 02/10/2013 1,064.18 243.95 820.23 49,851.50 51,141.05
8 03110/2013 1,064.18 239.98 824.20 48,827.30 50,292.12
9 04/10/2013 1,064.18 236.00 828.18 47,999.12 49,439.09
10 • 05/10/2013 1,084.18 232.00 • 832.18 47,168.94 48,581.95
11 06/10/2013 1,064.18 227.98 836.20 46,330.74 47,720.68
12 07/10/2013 1,064.18 223.93 . 840.25 45,490.49 48,055.20
13 08/10/2013 1,084.18 219.87 844.31 44,646.18 45,085.57
14 09110/2013 1,084.18 215.79 848.39 43,797.79 45,111.72
15 10/10/2013 1,064.18 211.69 852.49 42,945.30 44,233.66
16 11/10/2013 1,064.18 207.57 856.61 42,088.69 43,351.35
17 - 12/10/2013 1,064.18 203.43 860.75 41,227.94 42,464.78
18 01/10/2014 1,064.18 199.27 864.91 40,363.03 41,573.92
19 02/1012014 1,084.18 195.09 869.09 39,493.94 40,678.76
20 03/10/2014 1,084.18 190.89 873.29 38,820.65 39,779.27
21 04/10/2014 1,064.18 186.67 877.51 37,743.14 38.875.43
22 05/10/2014 1,064.18 182.43 881.75 36,861.39 37,967.23
23 06/10/2014 1,064.18 178.16 886.02 35,975.37 37,054.63
24 07/10/2014 1,064.18 173:88 890.30 35,085.07 36,137.62
25 08110/2014 1,084.18 169.58- 804.60 34,190.47 35,216.18
26 09/10/2014 1,064.18 165.26 898.92 33,291.55 34,290.30
27 10/10/2014 1,064,18 160.91 903.27 32,388.28 33,359.93
• 28 11/10/2014 1,084.18 156.54 907.64 31,480.64 32,425.06
29 12/10/2014 1,064.18 152.16 912.02 30,568.62 31,485.68
30 01/10/2015 1,064.18 147.75 916.43 29,652.19 30,541.75
31 02/10/2015 1,,064.18 143.32 - 920.86 28,731.33 29,593.27
32 03/10/2015 1,064.18 138.87 025.31 27,806.02 28,640.20
33 04/10/2015 1,064.18 134.40 929.78 26,876.24 27,682.53
34 05/10/2015 1,064.18 129.90 934.28 25,941.96 26,720.22
35 06/10/2015 1,064.18 125.39 938.79 25,003.17 25,753.27
36 07/10/2015 1,064.18 120.85 943.33 24,059.84 24,781.64
•
$3,978.28 California Tax included In the financed amount.
M
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LESSEE Signature: Date: LL
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Print Name: -
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PAX d 2 MOM 1115611 Waled.Pilskd N aoc USA 01PP000042+5 tone •
ATTACHMENT 1 STATE AND LOCAL GOVERNMENT LEASE-PURCHASE AGREEMENT
Lease Payment Schedule
LESSOR: DE LAGE LANDEN PUBLIC FINANCE LLC
LESSEE City of Seat Beach
LEASE NUMBER: PUB 11156
LEASE COMMENCEMENT DATE: June 7 ,20 12 . .
Payment Number Payment Dale Rental Payment Interest Portion Principal Portion Balance Purchase Price
37 08/10/2015 1,064.18 116.29 947.89 23,111.95 23,805.31
38 09/10/2015 1,064.18 111.71 952.47 22,159.48 22,82426
39 10/10/2015 1,064.18 107.10 957.08 21,202.40 21,838.47
40 11/10/2015 1,064.18 102.48 961.70 20,240.70 20,847.92
41 12110/2015 1,064.18 97.83 986.35 19,274.35 19,852.58
42 01/10/2018 1,064.18 93.16 971.02 18,303.33 18,852.43
43 02/10/2016 1,064.18 88.47 975.71 17,327.62 17,847.45
44 03/10/2016 1,064.18 83.75 980.43 16,347.19 16,837.61
45 04/10/2016 1,084.18 79.01 985.17 15,362.02 15,822.88
46 05/10/2016 1,064.18 74.25 989.03 14,372.09 14,803.25
47 06/10/2016 1,064.18 69.47 994.71 13,377,38 13,778.70
48 07/10/2016 1,064.18 84.66 999.52 12,377.86 12,749.20
49 08/10/2016 1,064.18 59.83 1,004.35 11,373.51 11,714.72
50 09/10/2016 1,064.18 54.97 1.00921 10,364.30 10,675.23
51 10/10/2018 1,064.18 50.09 1,014.09 9,350.21 9,630.72
52 11/10/2018 1,064.18 45.19 1,018.99 8,331.22 8,581.16
53 12/10/2016 1,064.18 40.27 1,023.91 7,307.31 7,526.53
54 01/10/2017 1,084.18 35.32 1,028.86 6,278.45 6,486.80
55 02/10/2017 1.064.18 30.35 1,033.83 5,244.62 5,401.98
56 03/10/2017 1,064.18 25.35 1,038.83 4,205.79 4,331.98
57 04/10/2017 1,064.18 20.33 1,043.85 3,161.94 3,256.80
58 05/10/2017 1,064.18 15.28 1,048.90 2.113.04 2,176.43
59 08/10/2017 1,084.18 10.21 1,053.97 1,059.07 1,090.84
60 07/10/2017 1,064.18 5.11 • 1,059.07 0.00 0.00
Grand Totals 63,850.80 8,539.88 55,310.92
•
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LESSEE Sitjnalura __ Ile: °c
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ATTACHMENT 2 STATE AND LOCAL GOVERNMENT LEASE-PURCHASE AGREEMENT
EQUIPMENT DESCRIPTION
Quantity Description/Serial No./Model No. Location
1 Canon 6065 Copier with Attachments 911 Seal Beach Blvd
Serial# Seal Beach,CA 90740
1 Canon 1740if Copier with Attachments
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LESSEE Signature: Dale.•
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Print Name. _ o
Pape 1_-of 1 02010 All Nights Reserret.Printed in the U SA 10Pr000169114110
De Lage Landen Public Finance LLC ACCEPTANCE CERTIFICATE
1111 Old Eagle School Road
Wayne,PA 19087
Ladies and Gentlemen:
Re: State and Local Government Lease Purchase Agreement dated as of June 7_ , 20 12 , between
De Lage Landen Public Finance LLC,as Lessor,and City of Seal Beach
as Lessee.
In accordance with the State and Local Government Lease Purchase Agreement(the"Agreement"),the undersigned Lessee hereby certifies and represents to
and agrees with Lessor as follows;
1. All of the Equipment(as such term is defined in the Agreement)has been delivered,installed and accepted on the date hereof.
2. Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts
the Equipment for all purposes.
3. Lessee is currently maintaining the insurance coverage required by Section 14 of the Agreement.
4. No event or condition that constitutes,or with notice or lapse of time, or both,would constitute,an Event of Default(as defined in the Agreement)exists at
the date hereof.
Lessee
City of Seal Beach
Signature Dale
tx, Print Nance — --- — v
N es
Title
(SEAL)
c
C2009 All Ales Rese eg Printed in the U S A 0)PFDCCD555nI 3.O9
BILLING INFORMATION
PLEASE COMPLETE THIS FORM AND RETURN WITH DOCUMENTS
In order for De Lage Landen Pubic Finance LLC to properly bill and credit your account, it is necessary that you
complete this form and return it with the signed documents.
Billing Name:
Billing Address:
Attention:
(Name of individual who will process payments)
Telephone Number: —_--
FEDERAL ID#:
Primary Contact Name: r... . ...... ....._. ._
Primary Contact Number:
INSURANCE INFORMATION
Insurance Agent:
Policy Number: ____..
Telephone Number:
Fax Number:
This form completed by:
(Name and Title)
CONTACT INFORMATION FOR 8038 FILINGS
Contact Name: with Title:
Contact Address: with Email:
Contact Telephone Number:
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1 2D1 i All Riputs Rmwed Printed in Int U S A.OBPFDOCe867t t/l t
Form 8038-GC Information Return for Small Tax-Exempt
:Rev.May 2000) Governmental Bond Issues, Leases, and Installment Sales OMB Na. I545-0720
► Under Internal Revenue Code section 149(e)
Department of:Iw 1 reeeuny
Internal Revenue Sena re Caution:If the issue price of the issue is$100,000 or more, use Fttnrr 8038-G.
Part.I Reporting Authority Check •.x if A - -nded Return t). ❑
1 Issuer's name Issuer's e r Moyer identification number
City of Seal Beach •
3 Number and street ex P.O.bee it mail is not delivered to street address) -00'1i/suite
911 Seal Beach Blvd
4 Cily,town,or post office,stale.and ZIP code 5 Report n.• ,r(For RS Only)
Seal Beach,CA 90740 5
5 Name a•tc title of officer or legal representative whom the IRS may call for more•ntorrration 7 •lesion number of o 'er or?gal rerese• live
1
Print II Description of Obligations Check one: a single issue I '.., o - consolidated ret • !fl '.
Sa Issue price o f obligation(s)(see instructions). . . . . . . . . . . . . . , ea . $55,310 92
b Issue date (single issue)or calendar date(consolidated). Enter date i m/dd/yyyy . at ,
(for example,01/01/2009)(see instructions) D
9 Amount of the reported obligation(s)on line 8a that is:
Allhh.
a For leases for vehicles
b For leases for office equipment , • . • . T.imw .310 92
c For leases for real property . . , , • . .
d For leases for other (see Instructions)
e For bank loans for vehicles
f For bank loans for office equipment . . , , . . , , , , , Or
g For bank loans for real property • , , • • •
9g
h For bank loans for other(see instructio . 9h
i Used to refund prior issue(s) . . . . . 9i
•I Representing a loan from the procee,s of another tax-exem• oblige:.n (for examp bond bank) , A
k Other gk�
10 If the issuer has designated a r• ' ue •der s •ii 265(b)(3)(B III)(s - I issuer ex.-ption), check this box . , . la❑
11 If the Issuer has elected to •ay a p: Pty • lieu o -r•'rage rebate, eck '- bo see instructions) D❑
12 Vendor's or bank's nam•• De-Lage L_'d...• Public. in_. ce LLC
13 Vendor's or bank's em,Dyer identification n••o`er. .
Under penalties of per ry,I declare IheN ve examin=.this retur .rid ponying act was and statements,and to the best of my knowledge
Sign and belief.they are true. • act,and com~s-
Here fy It
Issuer's.• ,orized representat - Oat- Type or print name and lit•c
Paid P 1•.rer's e e Check if Preparer's SSN or PTIN
lgnalure self-employed ❑,
Preparers Firm's a(or - "-
Use Only yours If ()toyed). EIN
-ddress,a• code I ; Phone no. ( )
General Ins uCtlo art= Ion w made •pay a penalty in lieu of Proc.2002.48,2002.2 C.B.531.if It is determined
arDltrag= • bate �_ .e Ilne 1 instructions), that,the failure to file on lime Is not due to wilful
Secrinn raternnras are I. A internal arum. . Fling a cane• ated return for multiple issues. neglect.Type or print at the top of the iorm.'Request
u i rwise notes. For at tax-axe..• gover•rnental ohligalious with for Relief under Section 3 of Rev.Proc.2002-48.'
PU OSB • ue pr:oes ess than$100,000 find ere not Attach to the Form 8038-GC a letter briefly staling
rp Form r: • ado ' separate Form 8038-GC,an issuer why the form was not Submitted to the IRS on time.
Form 8:138-GC is sad by the iss.-rs of lax-exernpl must '- -consolidated information return includir:g Also indicate whether the obligation in question is
governmental igeliuns to provid= le IRS with th- all such .ues Issued withal the calendar year. tinder examination by the IRS.Do not submit copies
1 ion r-,aired by section 149( :nd to monito Thus,an issuer may file a$soarers Form 8038-GC of my bond documents,leases,or Instalment sale
a resell -r .11s of sections 141 drier± 150. documents.See Where To File belaN.
for each of a number of small tar:uaa and report the
' I O A — • - . mantle,of small issues issued during the calendar
Issuers of tax-exempt gtr�emmental .aria with year on one consolidated Form 8038-GC.However. Where To File
issue prices of less than Si rn en1 must a eo • a separate Form R0'1R-GC mull be filed to give the File Form 8038-GC,and any attachments,with the
IRS notice of the election 10 pay a penalty in lieu of
8030-GC. Department i of the Treasury,Internal Revenue Service
arbitrage rebate. Center,Ooden,UT 04201.
Issuers of a I- - - • eem mental o.igation
ce of$100,00. .r more m .t file When To File Other Forms That May Be Required
form 8•S38.0,fnforn- un Rater for Tax-E empt To file a separate return for a single issue,file Form Far rebating arbitrage(or paying a penally in lieu of
Governmental Ohl,at S. 8038-GC on or before the 15th day of the second arbitrage rebate)In the Federal Gaverrxnenl,use
Fiing a sepa return for a single is- e.Issuers calendar mnnth after the close of the calendar Form 8038-T,Arbitrage Rebate,Yield Reduction and
have the optir to file a separate Form f198-GC to quarter in wh•ch the issue is issued. Penalty in Lieu of Arbitrage Rebate.For private
any tax-exe . governmental ahlig •n w.lh an To file a consolidated return for multiple issues, activity oonds,use Form 8038.Information Return for
issue price of I-. than$100.000. file Form 8038-GC on or before February 1511.of the 1 ax-Exempt Private Actmrrty blond Issues
An issuer of a tax c . •••nd used to finance calendar year lulluwitg the year in which the issue is Form 8038-GC Receipt
construction expenditures must file a separate Form issued. Acknowledgement
8038-GC for each issue to give notice to the IRS that Late filing.An issuer may be granted an axlensenn cl If you wish to 9 receipt to file Form 8038-GC under Seetfurt 3 of Rev. y request an acknowledgement relcel t al
this return by the IRS you must provide the following:
Cal.No 841089 Form 8038-GC Mee-5-200Y)
Form 8038-GC(Rev.5-2009) Pale 2
e A cover letter specifically requesting the Specific Instructions apply to a particular obligation.For example,report
ackrowledge:mei t of this return. P on lines Aland 9j nhtrgatinns used to refund prior
a A copy(or copies,If muttiple acknowledgements In general,a Form 8438-GC must be completed on issues wnich r = .rl loans from the proceeds of
are requested)of the return being filed.with the basis of available information and reasonable another tax-a =mpt••.gation.
"Acknowledgement Copy'written across the lop of expectations as of the date of issue.However,forms Line 9k.Er on One 91, he amount en line 8a that
the first page of each copy.For multiple requests, that are filed on a consofdated basis may be does no present an •Ilgatfon described on lines
the copies must be stapkd together. completed on the basis of information readily 9a the•,gh 9,.
• A self addreasad stamped envelope for each available to the issuer at the close of the calendar
•acknowledgement A eI ddresse•a stamped ed envelope year to which the form relates,supplemented by Lin: 0.Check I txmx rf the is ter has designated
estimates made in good faith. a , issue as a" all issuer a erip' 'under
Rounding to Whole Dollars pert I—Reporting Authority lion 265(b)( '0(0010.
You may show the money items on this return as Amended return.An Issuer may file an amended 'e 11.Check this••i 18 e issue is onstruction
whole-duller emoisita.To cc so,drop any amount
return to cnange or add to the Information reported lie and an Irre rebate a• election to r- a penalty n
less than 50 cents and increase any armours hum 50 y r ported lieu o bitrage reb has been •e on or before
to 99 cents In the next higher dollar, on a previously filed return for the same dais of the date =bonds were issued. ' e penalty is
issue.It you are tiling to correct errors or charge a payable Mot - Form 8038-T for-:ch 6-month•.riod
Definitions previously filed return,check the"Amended Return" after-Pm date i bonds arc issu • Do not m a
Obligations.This refers to a single tax era box In the heading of the form.
g y mpt any payment of•••ally In lieu of re•. wi• orm
gnvemmentai(Migation if Form F1038-GC is used for The amended return must provide at 8038-GC.See Rev. ..c.92-22,1992-• •.;.736,
separate reputing multiple or to :ltiple tax-exempt information reported on the original re- ,In for rules regarding the •.anon document."
governmental obligatiuns if the form is used for addition to the rew corrected inform.•ion.Attach an ire 12.Enter the name of •-vendor or bank wh•
cnnsolidated reporting. explanation of the reason for the amen.:• return. i. • party to the installment p , ase agreement
Tax-exempt obligation.Thi,'is a bond.installment Line 1.The issuer's tame is the name of••• entity to . •r financial lease.It there a• ultiple is crs or
purchase agreement,or Istanciel lease,on which the issuing the obligations,not the name of the e -e banks, uers should attach a sch- Ie.
interest is excluded from income ender section 103. receiving the benefit of the I• . ng. .e case • a Line 13. . tie employer'•a ati moer of
Private activity bond.This includes an obligation tease or installment sale,I• Issuer Is:he .- or the vendor or nk who'. - party I. he installment
issued as ail of an Issue in which: purchaser.
P wrchase agrees t, • Cr Iiranel •ease.II there
• More than 109E of the proceeds are to be used for Line 2.An Issuer tha •oes not have an employer - -multiple issuers • •=nks,issuer.shock attach a
any private activity business use.and identification num• (EIN)shou. .pply for ore on an'. Is.
o More than 10%of the payment of principal or
Form SS 4.Appl' -tion for E ••••to .enlificotcn
Interest of the issue is either(a)secured by an Number.You get This f• on the • website at Sig . re
interest In property to be used for a private business krtvw,Irs.pov .by calling 1..••••TAX-FO- An authc• -•representatly of the Issuer must sign
use(or payments for such property)nr;b)lo be (1 800 829 -76).You may roc.' can El by Form 8038-G• .rid any a••'cable certification Also
SS-
derived from payments for property(cr borrowed telephone by •wing the instruc s 1. Form SS . print the name a -title the person signing Form
money(used for a private busineas use. Lines d 4.En,. the issuer's ad• ..a.II the 0438-GC.
It also includes a bond,the proceeds of which(a) issu: race .•its nr iii cart of a third party Paid Pre aver
are to be used to make or finance loans(other than a (Aced re •-eeritatt such as to uccouit at or Preparer
described In section 141(c)(2))to persons other emey),enter• the stye: address line"C;s Han authorized representative of the Issuer filled in
than governmental units and(b)exceeds the lesser •towed by the Ihir• ••.sty's • ie and street Its return,the paid preparers space sheiild remain
address or P.O.box. • de the :le,roam,or oth= blank.Anyone who prepares the return but does not
of 5SE of the proceeds or$5 million- charge the organization should not sign the return.
unit n umber after the sift:• eddies f fhe post office
Issue.Generally,obligations are treated as part of does not_ firer mat to the eel ad• s and the crtain others who prepare the return should not
Ina same issue only if they are issued by the same •e uer hasp 0.box.show th• •ox nu. • Instead s• .For example,a regular,full-time employee of
issuer,on the same date,and as pan of a sing - • he strerr, •- ass.If a chnngo addros. - .ors the: suer•such as a clerk,st cretary,etc..should
transaction,or a series of related transaction aft= the retort ' :•,use Form 8: Gha f n• sign.
However,obligations isst.ed during these •: ny`
ratendar year(a)under a loan egreemen moor :dolt---,to not the RS el the new a.. em. Genern lIt anyone who other Is d la 10 prepere
th a return
which arrtcxntts are In be advanced pa' redly(a Lin • is line L9 r - use only.Don. make ^wet sign It led niy rea f te return in the Paid
'draw-down Iuan')Ur(hi with a term I exceeding any en 'n this b• Propeller's Use Oniy area of the return.
270 days,may be treated as pen• he same issue ' The paid preparer roust:
the obligations are equally and rata secured 'art 1I—D-seriphs of ••ligations • Sign the return In the space provided for the
under a single indenture nr loan agree: .nt and are . the appropriate box•- gnat •this. d emperor's signature,
issued ureter a cnmmnn f:narcing errarr - -re(fns rat,• 0 single issue basis• a con • N.,. -•return • Enter the preparer information,and
example,under the same ufhn iril statement basis. • Give a copy of the return tc the Issuer.
periocieally updated to r- -.t changing factue Line 8a• =has - •rice of oollgate Is generally
circumstances).Also, eb n, 'ens issued under- determined • r Re .tions sect. 1.148-1(b).
draw-down loan the eels the r ;runente of the Thus,'Mien iss •for ca. the is .e price is the Paperwork Reduction Act Notice
preceding semen• ,obligations issu:• •using Ice at which a s --anlial a • I of the obugatlons We ask for the Information on this form to carry out
different calend ears may be treated a -. of a- old to the pubs . b determine the issue price of the Internal Revenue laws of the United States.You
the same iarw: all of the rnmle to he ed ,'d an•• •anon Issued for• 1273 are re i give the draw- wn loan a - • ably expect-• ••er1Y,see secticns 127 e that had to rte co complying w th these e l need it to
lo he advanced in 3 yetis date of issue of and t 2 and the related r •ulations. ensure t you are complying with these taws.
the first obligation. - Emilie.obi. Ii (other than -•-8b.Fo •single is e.enter the date of Issue You are not required that provide the the Paperwork
praise activity bards '-sued untie :sin (for- pie, i 15r r•9 for a single issue issued on Reduction on a form thae is subject a the Pape wofk
agreerrrent that-a in the •rn of a le- -or March 1 •08),• orally the date on which the Rectio A�unless the form rdsplays a valid OMB
installment sale may bet .:lac as pad. the sa Issuer physic •exchanges the bonds that are part control number.Books or records misting to a term
i .•- • the property • ered by the ••r•: eel of the Issue for re underrrr•ter's(or other or its linen uay be must he retained as long as their
is reasonebl - peeled to be••livered withi •years • rchaser's) •s;for a lease or installment sale, of any Internal may become malarial•n the adminletration
=r the d• =interest starts to accrue.For Issues
and airy Internal Revenue law.Generally,tax required returns
of the date o1 is of the first teenier. r and stunt inionnataur are err:fident'at,as r uir
Arbitrage rabat .Generally,inter t on a state or repo -• • a consolidated basis.enter the first day by section 8103.
• rid l; tax-exempt unless •e issuer of the of the e i molar year during which the obligations
••rid r=•- i o the tax-exempt
States s • .issuer
profits were issued(tor example,for calendar year 20.38. The time needed to complete and file this form w II
anted .. Imo the United States art•• d In higher enter 01/01/200e). vary depending on Ir-dtvidual cirtcumstances.The
:'ding•non .. estmei ee sec' 1 148(1). •nee 9a through 9h.Complete this section if property estimated average:Imo is:
Construction Issue.This is an issue• •x e m t her than cash is exchanged for the obligation,for Learning about the
r P example,acquiring a police car,a fire(ruck,or law or the form 4 hr.,46 min.
bonds that meets both of the following..•ndilio : telephone equipment enteral through a series of monthly Preparing the form 2 hr.,22 min.
1.At least 75%of the available construe On payments-(thin type of obligation is sometimes Copying,assembling,and
.roceeds of 1 r-'- •- - e • • used for co slruction referred to as a"municipal lease.")Aise complete this sending the form to the IRS . . 2 hr..34 min.
:••- -' as with raspede to pr••arty to be wned by section if real properly is directly acquired in exchange It u have comments concerning the accurac of
a govern•nendtl unit- a 501(c) organize •n,end for an obligation to make periodic p:ry:rents of interest these time estimates or suggestions for making this
2.All of the ho v the n rf the r •um are and principal.For lines 9a through 9c.enter the from form simpler we would be happy to hear rom y nu.
amount on the appropriate line that represents a lease
qualified 501(c e bonds.bonds hurt en- of private or installment purchase.For line 3d,enter the type of You can write to the Internal Revenue Service.Tax
art
activity h -,or private activity bond isauad In o Products Coordinating 1111 ices,
finance props to be owned hem that Is leased.For lines 9e through_h,enter the
p p by a• 4emmental unit amount on the appropriate line that represents a bank S '•'Waehlnngto P,1111 Cc:rMtitutiar Ave.NW the form
a 501(c)(3)or,.,nation loan,For line 9h.enter the two of bank loan. in-e526.drashhoglon,DC 20224.Do net send the form
In Seer of rebating any. • .•e that may be owed to the to this address.Instead.sae Where To File on peg,'1.
United Slates,the issuer of a construction issue may Lines d end that will line used to pay the anruurri of ere
make an irrevocable electicn to pay a penalty The penalty proceeds that will ba used other pay principal,merest,
is equal to 17:95 of the amount of construction proceeds or call premium Pi any other issue of betels.
that do not meet certain spending requirements.See including proceeds that will be used to fund an
section 14.8(f)(4,(C)and the Instiu:lioos for Form 8039 T. escrow account for this purpose.Several lines may
eaar All night:neeer.•ed.Nnnt in tie Lee osrrooewrs vi i
ATTACHMENT "D"
Master Billing Agreement
AGREEMENT NUMBER AM.NO.
MASTER ENABLING AGREEMENT 70818 •
CONTRACTOR IDENTIFICATION NUMBER
3351
THIS AGREEMENT,made and entered into this 1st day of August,2008,in the State of California,by and between the
Trustees of the California State University,which is the State of California acting in a higher education capacity,through its duly
appointed and acting officer,hereinafter called CSU and
CONTRACTOR'S NAME
Canon U.S.A.,Inc. ,hereafter called Contractor,
WITNESSETH:That the Contractor for and in consideration of the covenants,conditions,agreements,and stipulation of the
University hereinafter expressed,does hereby agree to furnish to the University services and materials as follows:
In consideration of the covenant contained in the existing University of California(UC)/Canon USA Contract(#708/OP/009,Scope
Paragraph 3.2),recognizing the participation of the 23 campuses and the Chancellor's Office of the Trustees of the California State
University,Canon USA and CSU agree as follows:
The UC/Canon USA Contract shall be understood to include as"UC"each of the CSU Campuses and Chancellor's Office.
As a participant,the CSU shall receive the same product pricing and services as extended by Canon USA in the UC/Canon USA
Agreement mentioned above. Sentences 1—4 of Section 5.8 of Agreement 708/OP/009 does not apply to the CSU.
The California State University system will utilize the UC Terms and Conditions as contained in the UC/Canon USA Agreement,
excepting any that may conflict with the Attached Rider A,General Provisions for Information Technology Acquisitions that shall take
precedence.
Canon USA must report all DVBE and Small Business activity under this agreement. The report,to be furnished in a mutually agreed
upon format,must contain the following information: CSU campus location,company name and total dollar value of goods purchased.
The report must be provided to the current Chancellor's Office SB/DVBE Advocate on a semi-annual basis as required under CSU
Rider A,General Provision 25.
The term of this Agreement shall remain in effect until the earlier of 1)Expiration or termination of the applicable contract between
UC and Canon USA,2)written notice by CSU to Canon USA that CSU terminates this Agreement,given at least 30 days in advance
of the effective date of such termination,or 3)written notice by Canon USA to CSU that Canon USA terminates this Agreement, given
at least 30 days in advance of the effective date of such termination.
IN WITNESS WHEREOF,this agreement has been executed by the parties hereto,upon the date first above written.
UNIVERSITY CONTRACTOR
Trustees of the California State University Canon USA,Inc.
BY(AUTHORIZED SIGNATURE) DATE BY(AUTHORIZED SIGNATURE) DATE
>SIGNED BY TOM ROBERTS ON 08/07/08 >SIGNED BY CARY BARTH ON 08/05/08
PRINTED NAME AND TITLE OF PERSON SIGNING PRINTED NAME AND TITLE OF PERSON SIGNING
Tom Roberts,Director Gary Barth,Vice President Government Marketing Division
DEPT. ADDRESS
Contract Services&Procurement 2110 Washington Blvd,Ste.300,Arlington,VA 22204
AMOUNT ENCUMBERED BY THIS DOCUMENT Account Sub Code
$0.00
TOTAL AMOUNT ENCUMBERED TO DATE
$0.00
CRL 017—1/27/04
Rider A
CSU GENERAL PROVISIONS
for
INFORMATION TECHNOLOGY ACQUISITIONS
Revision 7/24/06
(Also revised on August 1,2008)
CSU GENERAL PROVISIONS
for
INFORMATION TECHNOLOGY ACQUISITIONS
1.Commencement of Work 3
2.Invoices 3
3.Appropriation of Funds 3
4.Cancellation 3
5.Independent Status 3
6.Conflict of Interest 4
7.Governing Law 4
8.Assignments 4
9.Time 4
10.Contract Alterations&Integration 4
11.General Indemnity 4
12.Use of Data 4
13.Termination for Default 4
14.Personnel 5
15.Nondiscrimination 5
16.Drug-Free Workplace Certification 5
17. Severability 6
18.Dispute 6
19.Privacy of Personal Information 6
20.Waiver of Rights 6
21.Endorsement 6
22.Patent,Copyright,and Trade Secret Indemnity 6
23.Compliance with NLRB Orders 7
24.Examination and Audit 7
25.DVBE and Small Business Participation 7
26.Citizenship and Public Benefits 8
27.Americans With Disabilities Act(ADA) 8
28.Child Support Compliance Act 8
29.Document Referencing 8
30.Taxes,Fees,Expenses,and Extras 8
31.Forced,Convict,Indentured and Child Labor 9
32.Covenant Against Gratuities 9
33.Rights and Remedies of CSU for Default 9
34.Contractor's Power and Authority 9
35.Recycled Content Certification 10
36.Entire Contract 10
37.Safety and Accident Prevention 10
38.Rights in Work Product 10
39.Follow-On Contracts 10
40.Expatriate Corporations 11
41.Insurance Requirements 11
42.Confidentiality of Data 11
43. Pricing 12
44. Identified Parties 12
CRL063 2 7/24/06
CSU GENERAL PROVISIONS
for
INFORMATION TECHNOLOGY ACQUISITIONS
1.Commencement of Work
Work shall not commence under the Contract until a fully executed Contract has been received by the Contractor and
the Contractor has been given approval to proceed.Any work performed by the Contractor prior to the date of approval
shall be considered as having been performed at the Contractor's own risk and as a volunteer.
2.Invoices
In connection with any discount offered,except when provision is made for a testing period preceding acceptance by the
CSU,time will be computed from date of delivery of the commodities as specified,or from date that correct invoices
are received in the office specified by the CSU if the latter date is later than the date of delivery.When provision is
made for a testing period preceding acceptance by the CSU,date of delivery shall mean the date the supplies,equipment
or services are accepted by the CSU following the specified testing period.Payment is deemed to be made,for the
purpose of earning the discount,on the date of mailing the CSU warrant or check.
Invoices shall be submitted,in arrears,to the address stipulated in the Contract.The Contract number and Contractor's
Identification number are to be included on the invoice.Final invoice shall be marked as such.
The Contractor shall submit invoices to the CSU for payment of goods and services rendered.Unless otherwise
specified,the CSU shall pay properly submitted invoices not more than 45 days after(i)the acceptance of goods by the
CSU;or(ii)receipt of an undisputed invoice,whichever is later. Failure to make payment within the timeframes stated
herein may result in interest penalty charges as allowed by the laws of the State of California.
•-. - -• .- . The consideration to be paid Contractor,as described within the Contract,shall be in
full compensation for all of Contractor's expenses incurred in the performance hereof,including travel and per diem,
unless otherwise expressly so provided.
3.Appropriation of Funds
(a) If the term of the Contract extends into fiscal years subsequent to that in which it is approved such continuation of
the Contract is subject to the appropriation of funds for such purpose by the Legislature.If funds to effect such
continued payment are not appropriated,Contractor agrees to take back any commodities furnished under the
Contract,terminate any services supplied to the CSU under the Contract,and relieve the CSU of any further
obligation therefore.
(b) CSU agrees that if provision(a)above is involved,commodities shall be returned to the Contractor in substantially
the same condition in which they were delivered,subject to normal wear and tear.CSU further agrees to pay for
packing,crating,transportation to Contractor's nearest facility and for reimbursement to Contractor for expenses
incurred for its assistance in such packing and crating.
(c) Immediately provide written notice of an event of non-appropriation with at least thirty(30)days prior notice to
end of funding.
(d) Require the Customer to certin,the canceled equipment is not being replaced by similar equipment or equipment
performing similar functions during the ensuing fiscal year.
(e) Ensure the Customer agrees to return the equipment in good condition,free of all liens and encumbrances. The
Customer will then be released from obligations to make any further payments to Canon, assuming all sums have
been paid that were due and owing up to the end of the fiscal year for which funds were appropriated.
4.Cancellation
CSU reserves the right to cancel this Contract at any time upon thirty(30)days written notice to the Contractor. In the
event of cancellation of the Contract, any existing leases, rentals or cost per copy(cpc)placements will remain in effect
until terminated by the respective lease, rental or cpc plan.
5.Independent Status
The Contractor,and the agents and employees of Contractor, in the performance of this Contract,shall act in an
independent capacity and not as officers or employees or agents of the State of California.While Contractor may(or
may not)be required under the terms of this Contract to carry Worker's Compensation Insurance,Contractor is not
entitled to unemployment or workers'compensation benefits from the CSU.
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6.Conflict of Interest
(a) Should the Contractor provide services for preparation or development of recommendations for the actions which
are required,suggested or otherwise deemed appropriate,and which include the provision,acquisition or delivery
of products or service;then the Contractor must provide full disclosure of any financial interest including but not
limited to service Agreements,OEM,and/or remarketing Agreement that may foreseeable allow the Contractor to
materially benefit from the adoption of such recommendations.
(b) The CSU requires a Statement of Economic Interests(Form 700)to be filed by any Consultant(or Contractor)who
is involved in the making,or participation in the making,of decisions which may forseeably have a material effect
on any CSU financial interest[reference G.C. 82019].
The CSU reserves the right to prohibit participation by the Contractor in bidding to or providing services,goods or
supplies or any other related action which is required,suggested or otherwise deemed appropriate in the end product of
this Contract.
7.Governing Law
To the extent not inconsistent with applicable federal law,this Contract shall be construed in accordance with and
governed by the laws of the State of California.The United Nations Convention on Contracts for the International Sale
of Goods shall not apply to this Contract.
8.Assignments
Without written consent of the CSU,the Contract is not assignable by Contractor either in whole or in part.
9.Time
Time is of the essence of the Contract.
10.Contract Alterations&Integration
No alteration or variation of the terms of the Contract shall be valid unless made in writing and signed by the parties
hereto,and no oral understanding or Contract not incorporated here in shall be binding on any of the parties hereto.
11.General Indemnity
The Contractor agrees to indemnify,defend and save harmless the CSU,its officers,agents and employees from any
and all claims and losses accruing or resulting to any other person,firm or corporation furnishing or supplying work,
service,materials or supplies in connection with the performance of this Contract,and from any and all claims and
losses accruing or resulting to any person,firm or corporation which may be injured or damaged by the Contractor in
the performance of this Contract. Except for indemnified matters and to the extent permitted by applicable law, all
other liability of Canon to the Customer for damages of any kind or type, including but not limited to direct, indirect,
consequential, incidental or special damages, arising from Canon's performance or failure to perform under this
Contract or by virtue of Canon's tortuous conduct(including negligence whether passive or active)shall be limited to
the amounts paid by Customer under this Agreement. The foregoing limitation of liability shall not apply to claims by
the Customer for damage to real or tangible property caused by Canon's negligence.
12.Use of Data
The Contractor shall not utilize any information,not a matter of public record,which is received by reason of this
Contract,for pecuniary gain not contemplated by the terms of this Contract,regardless of whether the Contractor is or is
not under contract at the time such gain is realized.CSU specific information contained in the report,survey,or other
product developed by the Contractor pursuant to this Contract is the property of the CSU,and shall not be used in any
manner by the Contractor unless authorized by the CSU.
13.Termination for Default
The CSU may terminate the Contract and be relieved of the payment of any consideration to Contractor should
Contractor fail to perform the covenants herein contained at the time and in the manner herein provided.In the event of
such termination,the CSU may proceed with the work in any manner deemed proper by the CSU.The cost to the CSU
shall be deducted from any sum due the Contractor under the Contract,and the balance,if any,shall be paid the
Contractor upon demand.
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14.Personnel
The Contractor shall make every effort consistent with sound business practices to honor the specific requests of the
CSU with regard to assignment of its employees;however,the Contractor reserves the sole right to determine the
assignment of its employees.If a Contractor employee is unable to perform due to illness,resignation,or other factors
beyond the Contractor's control,the Contractor shall make every reasonable effort to provide suitable substitute
personnel.
15.Nondiscrimination
(a) During the performance of this Contract,Contractor and its subcontractors shall not deny the Contract's benefits to
any person on the basis of religion,color,ethnic group identification,sex,age,physical or mental disability,nor
shall they discriminate unlawfully against any employee or applicant for employment because of race,religion,
color,national origin,ancestry,physical handicap,mental disability,medical condition,marital status, age(over
40)or sex.Contractor shall insure that the evaluation and treatment of employees and applicants for employment
are free of such discrimination.
(b) Contractor shall comply with the provisions of the Fair Employment and Housing Act(Government Code Section
12900 et seq.),the regulations promulgated thereunder(California Code of Regulations,Title 2,Sections 7285.0 et
seq.),and the provisions of Article 9.5,Chapter 1,Part 1,Division 3,Title 2 of the Government Code(Government
Code Sections 11135-11139.5),and the regulations or standards adopted by the awarding state agency to
implement such article.
(c) Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the
Trustees upon reasonable notice at any time during the normal business hours,but in no case less than 24 hours
notice,to such of its books,records,accounts,other sources of information,and its facilities as said Department or
Trustees shall require to ascertain compliance with this clause.
(d) The provisions of Executive Order 11246,as amended(Equal Employment Opportunity/Affirmative Action),
Section 402 of the Vietnam Era Veterans'Readjustment Assistance Act of 1974,as amended(38 U.S.C.4212 or
VEVRAA),and Section 503 of the Rehabilitation Act of 1973,as amended(29 U.S.C.793),and the implementing
regulations found at 41 CFR 60-1&2,41 CFR 60-250,and 41 CFR 60-741,respectively,are hereby incorporated
by reference.
(e) Contractor and its subcontractors shall give written notice of their obligations under this clause to labor
organizations with which they have a collective bargaining or other agreement.
(1) Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to
perform work under the contract.(Gov.Code Section 12990, 11135 et seq.;Title 2,California Code of Regs.,
Section 8107).
16.Drug-Free Workplace Certification
The Contractor certifies under penalty of perjury under the laws of the State of California that the Contractor will
comply with the requirements of the Drug-Free Workplace Act of 1990(Government Code Section 8350 et seq.)and
will provide a drug-free workplace by taking the following actions:
a) Publish a statement notifying employees that unlawful manufacture,distribution,dispensation,possession,or use of
a controlled substance is prohibited and specifying actions to be taken against employees for violations,as required
by Government Code Section 8355(a).
b) Establish a Drug-Free Awareness Program as required by Government Code Section 8355(b)to inform employees
about all of the following:
(i)the dangers of drug abuse in the workplace;
(ii)the person's or organization's policy of maintaining a drug-free workplace;
(iii)any available counseling,rehabilitation and employee assistance programs;and,
(iv)penalties that may be imposed upon employees for drug abuse violations.
c) Provide,as required by Government Code Section 8355(c),that every employee who works on the proposed or
resulting Contract:
(i)will receive a copy of the company's drug-free policy statement;and,
(ii)will agree to abide by the terms of the company's statement as a condition of employment on the Contract.
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17.Severability
The Contractor and the CSU agree that if any provision of this Contract is found to be illegal or unenforceable,such
term or provision shall be deemed stricken and the remainder of the Contract shall remain in full force and effect.Either
party having knowledge of such term or provision shall promptly inform the other of the presumed non-applicability of
such provision. Should the offending provision go to the heart of the Contract,the Contract shall be terminated in a
manner commensurate with the interests of both parties,to the maximum extent reasonable.
18.Dispute
Any dispute arising under the terms of this Contract which is not resolved within a reasonable period of time by
authorized representatives of the Contractor and the CSU shall be brought to the attention of the Chief Executive
Officer(or designated representative)of the Contractor and the Chief Business Officer(or designee)of The CSU for
joint resolution.At the request of either party,The CSU shall provide a forum for discussion of the disputed item(s),at
which time the Vice Chancellor,Business and Finance(or designated representative)of The CSU shall be available to
assist in the resolution by providing advice to both parties regarding The CSU contracting policies and procedures.If
resolution of the dispute through these means is pursued without success,either party may seek resolution employing
whatever remedies exist in law or equity beyond this Contract.
Despite an unresolved dispute,the Contractor shall continue without delay to perform its responsibilities under this
Contract.The Contractor shall keep accurate records of its services in order to adequately document the extent of its
services under this Contract.
19.Privacy of Personal Information
Contractor expressly acknowledges the privacy rights of individuals to their personal information that are expressed in
the State's Information Practices Act(California Civil Code Section 1798 et seq.)and in California Constitution Article
1,Section 1.Contractor shall maintain the privacy of personal information. Contractor shall not release personal
information contained in CSU records without full compliance with applicable state and federal privacy laws.
Contractor further,acknowledges Federal privacy laws such as Gramm-Leach-Bliley Act(Title 15,United States Code,
Sections 6801(b)and 6805(b)(2))applicable to financial transactions and Family Educational Rights and Privacy Act
(Title 20,United States Code,Section 1232g)applicable to student records and information from student records.
Contractor shall maintain the privacy of protected personal information and shall be financially responsible,if and to the
extent that any security breach relating to protected personal information results from acts or omissions of Contractor,
or its personnel,for any notifications to affected persons(after prompt consultation with CSU),and to the extent
requested by CSU,administratively responsible for such notifications.
20.Waiver of Rights
Any action or inaction by the CSU or the failure of the CSU on any occasion to enforce any right or provision of the
Contract shall not be construed to be a waiver by the CSU of its rights hereunder and shall not prevent the CSU from
enforcing such provision or right on any future occasion.The rights and remedies of the CSU provided herein shall not
be exclusive and are in addition to any other rights and remedies provided by law.
21.Endorsement
Nothing contained in this Contract shall be construed as conferring on any party hereto,any right to use the other
party's name as an endorsement of product/service or to advertise,promote or otherwise market any product or service
without the prior written consent of the other party.Furthermore nothing in this Contract shall be construed as
endorsement of any commercial product or service by the CSU,its officers or employees.
22.Patent,Copyright,and Trade Secret Indemnity
a) Contractor will indemnify,defend,and save harmless the CSU,its officers,agents,and employees,from any and
all third party claims,costs(including without limitation reasonable attorneys'fees),and losses for infringement or
violation of any Intellectual Property Right,domestic or foreign,by any product or service provided hereunder.
With respect to claims arising from computer Hardware or Software manufactured by a third party and sold by
Contractor as a reseller,Contractor will pass through to the CSU,in addition to the foregoing provision,such
indemnity rights as it receives from such third party("Third Party Obligation")and will cooperate in enforcing
them;provided that if the third party manufacturer fails to honor the Third Party Obligation,Contractor will
provide the CSU with indemnity protection.
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i) The CSU will notify Contractor of such claim in writing and tender the defense thereof within a reasonable
time;and
ii) The Contractor will have control of the defense of any action on such claim and all negotiations for its
settlement or compromise,provided,however,that when substantial principles of government or public law are
involved,when litigation might create precedent affecting future CSU operations or liability,or when
involvement of the CSU is otherwise mandated by law the CSU has the option to participate in such action at
its own expense. If Canon requests, CSU agrees at Canon's expense, to assist and/or cooperate with Canon as
Canon reasonably believes is necessary in such defense and/or settlement.
c) Should the Deliverables or Software,or the operation thereof,become,or in the Contactor's opinion are likely to
become,the subject of a claim of infringement or violation of a Intellectual Property Right,whether domestic or
foreign,the CSU shall permit the Contractor at its option and expense either to procure for the CSU the right to
continue using the Deliverables or Software,or to replace or modify the same so that they become non-infringing
provided they comply with Contract bid and performance requirements and/or expectations.If none of these
options can reasonably be taken,or if the use of such Deliverables or Software by the CSU shall be prevented by
injunction,the Contractor agrees to take back such Deliverables or Software and make every reasonable effort to
assist the CSU in procuring substitute Deliverables or Software at Contractors cost and expense.If,in the sole
opinion of the CSU,the return of such infringing Deliverables or Software makes the retention of other
Deliverables or Software acquired from the Contractor under this Contract impracticable,the CSU shall then have
the option of terminating such Contracts,or applicable portions thereof,without penalty or termination charge.The
Contractor agrees to take back such Deliverables or Software and refund any sums the CSU has paid Contractor
less any reasonable amount for use or damage. Anything herein to the contrary notwithstanding, Canon will not be
obligated to defend or settle or be liable for costs,fees, expenses or damages to the extent that the infringement
claim arises out of any addition to or modification of the Deliverables or Software or any combination thereof with
other products after delivery by Canon or from use of the Deliverables or Software in the practice of a process or
system other than intended use of the Deliverables or Software
e) Contractor certifies that it has appropriate systems and controls in place to ensure that State funds will not be used
in the performance of this Contract for the acquisition,operation or maintenance of computer Software in violation
of copyright laws.
Jl The foregoing states the entire liability of Canon in respect of infringement of any patent, copyright, trade secret or
any other proprietary right of any third party and is in lieu of all warranties, express or implied, in regard thereto,
and in no event will Canon be liable for direct, special, incidental or consequential damages, including, but not
limited to loss of anticipated profits or other economic loss.
23.Compliance with NLRB Orders
Contractor declares under penalty of perjury that no more than one final,unappealable finding of contempt of court by a
federal court has been issued against the Contractor within the immediately preceding two-year period because of the
Contractor's failure to comply with an order of a federal court which orders the Contractor to comply with an order of
the National Labor Relations Board.This provision is required by,and shall be construed in accordance with,Public
Contract Code Section 10296.
24.Examination and Audit
For contracts in excess of$10,000,the Contractor shall be subject to the examination and audit of(a)the Office of the
University Auditor,and(b)the State Auditor,for a period of three(3)years after final payment under the contract in
accordance with Government Code Section 8546.7 and with Education Code Section 89045(c&d),respectively.The
examination and audit shall be confined to those matters connected with the performance of the contract,including,but
not limited to,the costs of administering the Contract.
25.DVBE and Small Business Participation
The State of California supports statewide participation goals of 3%for disabled business enterprises,(DVBE Program)
and requires agencies to provide a 5%preference when awarding contracts to small businesses.Only small businesses
certified by the Office of Small and Minority Businesses(OSMB)are eligible to receive the preference.The CSU
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encourages all contractors to use the services of DVBE and OSMB-certified small business enterprises whenever
possible,and to report their use to the CSU.
26.Citizenship and Public Benefits
If Contractor is a natural person,Contractor certifies in accepting this Contract that s/he is a citizen or national of the
United States or otherwise qualified to receive public benefits under the Personal Responsibility and Work Opportunity
Reconciliation Act of 1996(P.L. 104-193; 110 STAT.2105,2268-69).
27.Americans With Disabilities Act(ADA)
Contractor warrants that it complies with California and federal disabilities laws and regulations.
Contractor hereby warrants that the products or services to be provided under this contract comply with the accessibility
requirements of section 508 of the Rehabilitation Act of 1973,as amended(29 U.S.C.794d),and its implementing
regulations set forth at Title 36,Code of Federal Regulations,Part 1194.Contractor agrees to promptly respond to and
resolve any complaint regarding accessibility of its products or services.Vendor further agrees to indemnify and hold
harmless the CSU using the vendor's products or services from any claims arising out of its failure to comply with the
aforesaid requirements.Failure to comply with these requirements shall constitute a breach and be grounds for
termination of this Contract.
28.Child Support Compliance Act
For any contract in excess of$100,000,the contractor acknowledges in accordance with Public Contract Code Section
7110,that:
(a) The contractor recognizes the importance of child and family support obligations and shall fully comply with all
applicable state and federal laws relating to child and family support enforcement,including,but not limited to,
disclosure of information and compliance with earnings assignment orders,as provided in Chapter 8(commencing
with Section 5200)of Part 5 of Division 9 of the Family Code;and
(b) The contractor,to the best of its knowledge is fully complying with the earnings assignment orders of all
employees and is providing the names of all new employees to the New Hire Registry maintained by the California
Employment Development Department.
29.Document Referencing
All correspondence,invoices,bills of lading,shipping memos,packages,etc.,must show the Contract number.If
factory shipment,the factory must be advised to comply.Invoices not properly identified with the contract number and
contractor identification number may be returned to contractor and may cause delay in payment.
30.Taxes,Fees,Expenses,and Extras
(a) Articles sold to the CSU are exempt from certain Federal Excise Taxes.The CSU will furnish an exemption
certificate on request.
(b) Unless specified otherwise,prices quoted shall include all required taxes.
(c) No charge for delivery,drayage,express,parcel post,packing,cartage,insurance,license fees,permits,cost of
bonds,or for any other purpose will be paid by the CSU unless expressly included and itemized in the bid.
Unless otherwise indicated on the Purchase Order or Contract,on"FOB Shipping Point"transactions vendor shall
arrange for lowest cost transportation,prepay,add freight to invoice,and furnish supporting freight bills over$50.
Shipments that are California intrastate in nature and where freight is to be borne by the CSU shall be tendered to
carriers with written instructions that rates and charges may not exceed the lowest lawful rates on file with the
California Public Utilities Commission.
On"FOB Shipping Point"transactions,should any shipments under this Purchase Order or Contract be received by the
CSU in a damaged condition and any related freight loss and damage claims filed against the carrier or carriers by
wholly or partially declined by the carrier or carriers with the inference that damage was the result of the act of the
shipper,such as inadequate packing or loading or some inherent defect in the equipment and/or material,vendor on
request of the CSU shall at vendor's own expense assist the CSU in establishing carrier liability by supplying evidence
that the equipment and/or material was properly constructed,manufactured,packaged,and secured to withstand normal
transportation conditions.
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31.Forced,Convict,Indentured and Child Labor
By accepting a contract or purchase order,the Contractor certifies that no apparel,garments or corresponding
accessories,equipment,materials,or supplies furnished to the State pursuant to this Contract have been laundered or
produced in whole or in part by sweatshop labor,or with the benefit of sweatshop labor,forced labor,convict labor,
indentured labor under penal sanction,or abusive forms of child labor or exploitation of children in sweatshop labor.
Contractor shall cooperate fully in providing reasonable access to the Contractor's records,documents,agents or
employees,or premises if reasonably required by authorized officials of the CSU,the Department of Industrial
Relations,or the Department of Justice determine the Contractor's compliance with the requirements above.(Public
Contract Code Section 6108)
32.Covenant Against Gratuities
The Contractor shall warrant that no gratuities(in the form of entertainment,gifts,or otherwise)were offered or given
by the Contractor,or any agent or representative of the Contractor,to any officer or employee of the CSU with a view
toward securing the Contract or securing favorable treatment with respect to any determinations concerning the
performance of the Contract.For breach or violation of this warranty,the CSU shall have the right to terminate the
Contract,either in whole or in part,and any loss or damage sustained by the CSU in procuring on the open market any
items which the Contractor agreed to supply shall be borne and paid for by the Contractor.The rights and remedies of
the CSU provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by
law or under the Contract.
33.Rights and Remedies of CSU for Default
(a) In the event any Deliverables furnished or services provided by the Contractor in the performance of this Contract
should fail to conform to the requirements herein,or to the sample submitted by the Contractor,the CSU may reject
the same,and it shall thereupon become the duty of the Contractor to reclaim and remove the same forthwith or to
correct the performance of services,without expense to the CSU,and immediately to replace all such rejected items
with others conforming to such specifications or samples;provided that should the Contractor fail,neglect,or
refuse to do so,the CSU shall thereupon have the right to purchase in the open market,in lieu thereof,a
corresponding quantity of any such items and to deduct from any moneys due or that may thereafter become due to
the Contractor the difference between the price named in the Contract and the actual cost thereof to the CSU.
(b) In the event the Contractor shall fail to make prompt delivery as specified of any item,the same conditions as to the
right of the CSU to purchase in the open market and to reimbursement set forth above shall apply,except for force
majeure.Except for defaults of subcontractors,neither party shall be responsible for delays or failures in
performance resulting from acts beyond the control of the offending party. Such acts(known as"force majeure")
shall include but shall not be limited to fire,strike,freight embargo or acts of God and of the Government.If a
delay or failure in performance by the Contractor arises out of a default of its subcontractor,and if such default
arises out of causes beyond the control of both the Contractor and subcontractor,and without the fault or
negligence of either of them,the Contractor shall not be liable for damages of such delay or failure,unless the
supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to
permit the Contractor to meet the required performance schedule.
(c) In the event of the termination of the Contract,either in whole or in part,by reason of the default or breach thereof
by the Contractor,any loss or damage sustained by the CSU in procuring any items which the Contractor therein
agreed to supply shall be borne and paid for by the Contractor.
(d) The rights and remedies of the CSU provided above shall not be exclusive and are in addition to any other rights
and remedies provided by law or under the Contract.
34.Contractor's Power and Authority
The Contractor warrants that it has full power and authority to grant the rights herein granted and will hold the CSU
hereunder harmless from and against any loss,cost,liability,and expense(including reasonable attorney fees)arising
out of any breach of this warranty.Further,Contractor avers that it will not enter into any arrangement with any third
party which might abridge any rights of the CSU under this Contract.
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35.Recycled Content Certification
Contractor agrees to certify in writing,under penalty of perjury,the minimum,if not the exact,percentage of recycled
content material,as defined in Sections 12161 and 12200 of the Public Contract Code,in materials,goods,or supplies
used in the performance of this Contract.
36.Entire Contract
This Contract sets forth the entire agreement between the parties with respect to the subject matter hereof and shall
govern the respective duties and obligations of the parties.
37.Safety and Accident Prevention
In performing work under this Contract on CSU premises,Contractor shall conform to any specific safety requirements
contained in the Contract or as required by law or regulation.Contractor shall take any additional precautions as the
CSU may reasonably require for safety and accident prevention purposes.Any violation of such rules and requirements,
unless promptly corrected,shall be grounds for termination of this Contract in accordance with default provisions
hereof.
38.Rights in Work Product
a) All inventions,discoveries,intellectual property,technical communications and records originated or prepared by
the Contractor pursuant to this Contract including papers,reports,charts,computer programs,and other
Documentation or improvements thereto,and including Contractor's administrative communications and records
relating to this Contract(collectively,the"Work Product"),shall be Contractor's exclusive property. The
provisions of this sub-section a)may be revised in a Statement of Work.
b) Software and other materials developed or otherwise obtained by or for Contractor or its affiliates independently of
this Contract or applicable purchase order("Pre-Existing Materials")do not constitute Work Product. If Contractor
creates derivative works of Pre-Existing Materials,the elements of such derivative works created pursuant to this
Contract constitute Work Product,but other elements do not. Nothing in this Clause will be construed to interfere
with Contractor's or its affiliates'ownership of Pre-Existing Materials.The CSU will have Government Purpose
Rights to the Work Product as Deliverable or delivered to the CSU hereunder. "Government Purpose Rights"ace
- -- are the
unlimited, irrevocable, worldwide,perpetual, royalty-free, non-exclusive rights and licenses to use, modem for CSU
use,perform, display, and disclose the Work Product within CSU. "__ . ••--- '. :. - _ " . . - .. -
governments o fothe_state. "Government Purpose Rights"do not include any rights to use modify,reproduce,
perform,release,display,create derivative works from,or disclose the Work Product for any commercial purpose.
The ideas,concepts,know-how,or techniques relating to data processing,developed during the course of this
Contract by the Contractor or jointly by the Contractor and the State may not be used by the CSU
without prior approval from Contractor . This Contract shall not preclude the
Contractor from developing materials outside this Contract that are competitive,irrespective of their similarity to
materials which might be delivered to the State pursuant to this Contract.
c) Any development of software will be as set forth in an individual Statement of Work(SOW). If there is a conflict
between this Agreement and the SOW, the SOW will prevail.
39.Follow-On Contracts
a) If the Contractor or its affiliates provides Consulting and Direction(as defined below),the Contractor and its
affiliates:
(i) will not be awarded a subsequent Contract to supply the service or system,or any significant component
thereof,that is used for or in connection with any subject of such Consulting and Direction;and
(ii) will not act as consultant to any person or entity that does receive a Contract described in sub-section(i).This
prohibition will continue for one(1)year after termination of this Contract or completion of the Consulting and
Direction,whichever comes later.
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b) "Consulting and Direction"means services for which the Contractor received compensation from the CSU and
includes:
(i) development of or assistance in the development of work statements,specifications,solicitations,or feasibility
studies;
(ii) development or design of test requirements;
(iii)evaluation of test data;
(iv) direction of or evaluation of another Contractor;
(v) provision of formal recommendations regarding the acquisition of products or services;or
(vi) provisions of formal recommendations regarding any of the above.For purposes of this Section,"affiliates"are
employees,directors,partners,joint venture participants,parent corporations,subsidiaries,or any other entity
controlled by,controlling,or under common control with the Contractor.Control exists when an entity owns or
directs more than fifty percent(50%)of the outstanding shares or securities representing the right to vote for
the election of directors or other managing authority.
c) Except as prohibited by law,the restrictions of this Section will not apply:
(i) to follow-on advice given by vendors of commercial off-the-shelf products,including Software and Hardware,
on the operation,integration,repair,or maintenance of such products after sale;or
(ii) where the CSU has entered into a Contract for Software or services and the scope of work at the time of
Contract execution expressly calls for future recommendations among the Contractor's own products.
d) The restrictions set forth in this Section are in addition to conflict of interest restrictions imposed on public
Contractors by California law("Conflict Laws").In the event of any inconsistency,such Conflict Laws override the
provisions of this Section,even if enacted after execution of this Contract.
40.Expatriate Corporations
By accepting a contract or purchase order,the Contractor declares under penalty of perjury under the laws of the State
of California that the Contractor is eligible to contract with the CSU pursuant to The California Taxpayer and
Shareholder Protection Act of 2003,Public Contract Code Section 10286 et.Seq.
41.Insurance Requirements
Contractor shall furnish to the CSU prior to the commencement of work an underwriter's endorsement with a certificate
of insurance stating that there is General Liability insurance presently in effect for the contractor with a combined single
limit of not less than$1,000,000 per occurrence,and$2,000,000 aggregate;and that vehicle insurance(where
applicable)is in effect with a minimum coverage of$1,000,000 per occurrence.
(a) The certificate of insurance shall provide:
(i) That the insurer will not cancel the insured's coverage without thirty(30)days prior notice to the CSU;
(ii) That the State of California,the Trustees of the California State University,the CSU,the campus and the
employees,volunteers,officers,and agents of each of them,are included as additional insureds,but only
insofar as the operations under this contract are concerned;
(iii) That the State,the Trustees,and the CSU,and the employees,officers,and agents of each of them will not be
responsible for any premiums or assessments on the policy;
(iv) That the insurer has an AM Best rating of A:VII or equivalent.
(b) Contractor agrees that the bodily injury liability insurance herein provided shall be in effect at all times during the
term of this contract.In the event said insurance coverage expires at any time or times during the term of this
contract,contractor agrees to provide at least thirty(30)days prior to said expiration date,a new certificate of
insurance evidencing insurance coverage as provided herein for not less than the remainder of the term of the
contract,or for a period of not less than one(1)year.New certificates of insurance are subject to the approval of the
CSU,and the contractor agrees that no work or services shall be performed prior to the giving of such approval.In
the event contractor fails to keep in effect at all times insurance coverage as herein provided,the CSU may in
addition to any other remedies it may have,terminate this contract upon the occurrence of such event.
(c) Workers'Compensation insurance coverage as required by the State of California.
42.Confidentiality of Data
All financial,statistical,personal,technical and other data and information relating to CSU's operation which are
designated confidential by the CSU and not otherwise subject to disclosure under the California Public Records Act,
and made available to the Contractor in order to carry out this Contract,or which become available to the Contractor in
CRL063 11 7/24/06
CSU GENERAL PROVISIONS
for
INFORMATION TECHNOLOGY ACQUISITIONS
carrying out this Contract,shall be protected by the Contractor using the same level of care in preventing unauthorized
disclosure or use of the confidential information that it takes to protects its own information of a similar nature,but in
no event less than reasonable care.The Contractor shall not be required under the provisions of this clause to keep
confidential any data or information that is or becomes publicly available,is already rightfully in the Contractor's
possession,is independently developed by the Contractor outside the scope of this Contract,or is rightfully obtained
from third parties.
43. Pricing
All published pricing is exclusive of all federal, state and local taxes.
44. Identified Parties
Canon as stated herein shall also be known as Contractor in the IT Provisions. CSU as stated herein shall also be
known as Customer in the IT Provisions. Contract as stated herein shall also be known as the Master Enabling
Agreement("Agreement').
CRL063 12 7/24/06
STRATEGIC SOURCING AGREEMENT
CANON DIGITAL COPIER PRODUCTS AND SERVICES
THIS STRATEGIC SOURCING AGREEMENT ("Agreement") is made and entered into this 1st
day, of May 2005, by and between The Regents of the University of California ("UC"), and Canon
U.S.A., Inc., ("Supplier")with its principal place of business at 2110 Washington Boulevard, Suite
300,Arlington,VA 22204.
1. DEFINITIONS
As used in this Agreement and in any appendices and attachments which becomes a part
of it, the following terms have the following meanings:
1.1. "Business Day" shall mean Monday through Friday, between 8:00am - 5:00pm,
excluding UC and Supplier observed holidays. Supplier shall provide a Supplier
holiday schedule on or before April for the following calendar year. .
1.2. "Account Manager" means the Supplier employee, satisfactory to UC, whom
Supplier designates to UC as the person with overall responsibility at Supplier
managing the UC/Supplier relationship under this Agreement.
1.3. "Product" or "Products" shall mean Supplier digital copiers as priced in
Attachments 1(A)—1(D)and Attachments 2 and 3.
1.4. "Dealer" or "Dealers" shall mean that during the term of this Agreement and any
extension(s) of such term, Supplier will designate IKON to provide services and
support to UC as specified in this Agreement. Each UC location reserves the right
to select other Dealer(s) certified by Supplier and/or Supplier-owned Facilities to
service and support Supplier's Product(s) included in this Agreement.
2. DESCRIPTION OF PROGRAM
2.1. General During the term of this Agreement, and any extension(s) of such term,
Supplier agrees to sell, lease, and rent Products and services to UC as specified
herein upon receipt of valid UC purchase order.All such purchase orders shall be
governed by the terms and conditions set forth in this Agreement.
3. SCOPE
3.1 This Agreement shall be extended to include all of UC current and future
locations.
3.2 California State University System An Agreement of Understanding exists
between The Regents of the University of California and The Trustees of the
California State University (CSU), establishing the California Higher Education
Consortium (CHEC). Through a collaborative relationship, the Consortium seeks to
combine procurement and contracting activities and efforts to obtain best value
goods and services while reducing total acquisition costs. Accordingly, the
Agreement resulting from this solicitation shall recognize the participation of the 23
campuses of the Trustees of the California State University with the following
understandings:
• Supplier agrees to extend the product pricing and services to the CSU
Institutions under the terms of this Agreement, under a separate CSU
agreement.
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• All contractual administration issues regarding this Agreement (e.g.
terms and conditions, extensions, renewals, etc.) shall remain the
responsibility of the University of California. Operational issues,
fiduciary responsibility, payment issues, performance issues and
liabilities, and disputes involving individual CSU campuses shall be
addressed, administered, and resolved by each CSU campus. The
University of California and the California State University are separate
and distinct governmental entities. As such, each administrative unit
and campus therein is financially separate and shall be responsible for
individual financial commitments. No fiduciary responsibility for
performance liability, unless otherwise expressed, exists between the
University of California and California State University and their
respective campuses.
4. PROGRAM REQUIREMENTS
4.1. Project Manager Supplier shall assign a project manager to coordinate
implementation of this Agreement.
4.2. Program Administration Supplier will arrange initial meetings with individual
location representatives for the purpose of identifying and implementing specific
processes and procedures require by the respective locations. Supplier will
provide the necessary staff and resources to support UC program administration
functions as outlined in the RFP and Supplier's Response including but not
limited to:
•
• Providing on-site representation on a regular basis to increase sales
activity by marketing Supplier Products to UC locations, assist in
resolving problems, demonstrate new Products, provide training and
other customer services as required for the efficient operation of the
program;
• Conduct initial and follow-up meetings with locations to develop
processes and procedures for implementation that are consistent with
exiting location programs.
• Coordinating program implementation;
• Coordinating all the order/installation process, inquiries regarding order
status, and pricing;
• Providing superior customer service;
• Managing the continuous improvement process;
• Providing on-going contract monitoring and maintenance;
• Offering cost reduction and process improvement opportunities to UC;
• Conducting monthly account review meetings.
4.3. Service Standards During the term of this Agreement and any extension(s) of
such term, Supplier shall provide the following minimum service standards:
• Uptime - 96%
• Response time - 3 hours
• Repair time - an average of 2 hours
• Delivery(copiers) - 10 days
- • -Delivery(supplies). = 2 days
• Installation - Upon delivery within 4 hours
• Return customer calls - Within 1 hour
• Resolve billing issues - Within 10 days
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During the term of this Agreement and any extension(s) of such term, Supplier
shall provide after hour services based on the following service standards:
o Response time - 4 hours
o Repair time - Average of 2 hours
Maintenance services requested and performed outside Supplier's normal
business hours will be charged to UC at the rates provided in the Attachment 2.
•
Supplier shall not charge UC more then thirty (30) minutes travel time for the
services performed after normal business hours. Supplier agrees to use best
effort to comply with the after hour service standards as defined in this paragraph.
4.4. Service Warranty Supplier warrants that services will be performed in a good
workmanlike manner in accordance with the applicable service description.
Supplier will service during the warranty as well as during the Service Contract
through its own Service Organization. It is understood and agreed by UC that
Supplier retains exclusive ownership and control of any proprietary software
diagnostics utilized in servicing the Products.
4.5. Non-Performance Penalty Supplier agrees to credit UC for not complying with
the service standards specified in paragraph 4.3, as follows:
o Maintenance credit - Up to one hundred (100) percent credit of monthly
base maintenance charge for copier availability of less than ninety six
(96)percent calculated for each copier as specified in Attachment 4.
o Delivery credit- Up to fifteen(15) percent of the UC net purchase price or
monthly lease/rental charge calculated for each copier as specified in
Attachment 5. The credit for late delivery will not apply in the event
Supplier provides, within required delivery time, a loner acceptable by UC
ordering department.
4.6. FOB FOB is UC destinations.
4.7. Delivery Time is of the essence with respect to the performance of each and
every condition, covenant and agreement contained herein. UC has the option to
accept or reject all Products delivered after promised delivery time, and, in
addition, may hold Supplier liable for all direct damages caused by late delivery as
determined and documented by UC; provided, however, in no event shall the
amount of such direct damages exceed UC documented replacement/substitution
cost for Products ordered. Supplier will report any delivery delay whatsoever to
the ordering location, as well as its cause, within two (2) days after Supplier is
able to reasonably determine there will be such a delay, such report will be
provided to UC by telephone, e-mail, or facsimile. Supplier shall keep UC fully
informed and shall take all reasonable action in eliminating the cause of delay.
Despite any previous language to the contrary if late delivery is due to causes
beyond the reasonable control and without the fault or negligence of Supplier,
including but not limited to: acts of God, war, civil commotion, governmental
action, fire, floods, unusually severe weather, explosions, earthquakes, strikes,
walkouts, quarantine restrictions, or any other causes beyond reasonable control
of Supplier, Supplier shall not have any late-delivery liability to UC.
UC failure to take, or delay in taking delivery, when due to causes beyond the
reasonable control and without the fault or negligence of UC, including but not
limited to: acts of God, war, civil commotion, governmental action, fire, floods,
unusually severe weather, explosions, earthquakes, strikes, walkouts, quarantine
restrictions, or any other causes beyond reasonable control of UC, shall not result
in any liability of UC to Supplier.
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4.8. Training Supplier shall provide on-site general user and key operator training for
each Product at the time of installation ("Initial Training"), follow-up and on-going
training as requested by UC. Supplier agrees to support all of UC training
requirements at no charge to UC.
4.9. Environmental Sustainability During the term of this Agreement and any
extension(s) of such term, Supplier agrees that its Products will be compliant with
the following environmental specifications:
o Complies with the EPA ENERGY STAR®Program, and equipped with
reasonable recovery time from Energy Star power management modes
o Uses returnable or recyclable and remanufactured toner cartridges
o Uses an organic photoreceptor(if not organic, it must not contain arsenic,
cadmium, or selenium)
o Does not use wet process technology
o Does not emit ozone at a concentration in excess of 0.02 mg/m3
o Does not emit dust at a concentration in excess of 0.25 mg/m3
o Does not emit styrene at a concentration in excess of 0.11 mg/m3
o Contains no polybrominated biphenyls (PBBs)or biphenyl ethers
(PBDEs)
o Is designed for remanufacturing and reuse of parts
o Contains materials made with recycled content
o Uses minimal packaging and/or supplier arranges for packaging taken
back for reuse
o Can be taken back by the supplier at the end of its useful life for
remanufacturing, refurbishing, or recycling of parts
4.10. Supplier agrees to develop and maintain a UC website as specified in Supplier's
offer, at no additional charge. This site may include Contract Information,
Equipment Technical Information, and Pricing, as well as Pages that define
Ordering, Supply, Repair, or Contact Information pertaining to this agreement and
or unique parameters required by an individual campus.
4.11. Technical Support During the term of this Agreement and any extension(s) of
such term,Supplier agrees to provide technical support as follows:
o Assist UC customers with installation and configuration of Supplier's
hardware/software for networked printing in a timely manner.
• Provide on-going Product hardware, software and network support
• Provide dedicated technical support staff for Products.Such technical
support staff shall have strong working knowledge of all aspects of
network printing across all platforms, including the following:
D Hardware installation(network cards, etc.
D Network administration (equipment, software, cabling,
installation/configuration, printer driver
installation/configuration/characteristics)
D Troubleshooting
• D Network and device security.
D Any advanced network Technical Support beyond the
aforementioned would be supported on a fee basis, if required.
4.12. Order Packaging and Labeling Supplier agrees that each UC order of Supplier's
Products will be labeled with the following information:
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• Purchase order number
a Product description, manufacturer number for each item
• Any other information, as may be requested by UC and mutually agreed
upon by UC and Supplier
Packing slips shall be attached to the outside of the package such that it can be
inspected by UC at the requesting department and/or receiving dock.
4.13. Environmentally Responsible Packaging Supplier agrees to use good faith efforts
to utilize environmentally responsible packaging and recycling practices to
minimize the adverse effects of packaging on the environment.
4.14. Order Procedures Canon, Inc. valid and correct orders placed shall be binding
when accepted by an authorized representative of Supplier and an acknowledged
copy of such acceptance has been communicated to UC. Each such order for
any Products covered by this Agreement and all documents issued as a result
thereof, shall be governed by this Agreement. Each order shall specify the
quantity,description, price, and delivery point.
All invoices, packing lists, packages, shipping notices, and other written
documents shall contain applicable UC order or release number and the
Agreement number.
4.15. Invoicing AU invoices must clearly indicate the following information:
• California sales tax as a separate line item;
• Order or release number and the Agreement number;
• Description, quantity, model name or number of the item ordered;
• Net cost of each item;
• Reference to original order number for all credit invoices issued.
Invoices will be submitted directly to UC Accounts Payable Departments at each
location, unless the Supplier is notified otherwise by amendment to the
Agreement or purchase order instructions. Invoices will normally be paid within
thirty(30) days of satisfactory product delivery or receipt of correct invoice. Canon
reserves the right to withhold incentive payments for any disputed invoices until
the point that resolution on said invoice is reached.
5. PRICING AND APPLICABLE TAXES
5.1. The prices of Supplier's Products included in this Agreement shall not increase
for the duration of this Agreement for existing models. Supplier will add direct
replacement models to this Agreement at either the same percent discount off list
or the same price as the model being replaced. The prices of Supplier's services
included in this Agreement shall not increase for the first twelve(12)month period
of this Agreement. The following pricing Attachments are included as part of this
Agreement:
• Attachment 1(A) -Purchase Option
• Attachment 1(B) -Lease Options
• Attachment 1(C) -Rental Options
• Attachment 1(D) -Cost Per Copy Options
•
• Attachment 2 -Time and Materials Price List
• Attachment 3 -Supplies Pricing
5.2. Supplier agrees to extend the pricing terms for maintenance services and
supplies included in this Agreement to Supplier's current population of Products
placed at UC prior to the execution of this Agreement for models that are identical
5
to the models in the bid. In the event that the current pricing for maintenance
services and supplies is less compared to the pricing listed in Attachments 1(A)—
1(D), the current pricing shall not change.
5.3. Price increases shall be subject to adjustments no more than once in each
successive twelve (12) month period on 1 of each year, if any, as
negotiated by both parties. Any price increase require a thirty (30) day prior
written notification and no price increase shall exceed at any one time 3% or
Consumer Price Index(CPI)whichever is less.
5.4. In the event that a certain Product line has a significant price increase in excess
of 5%,those prices shall be negotiated individually between.both parties.
5.5. Price increases must be supported by documented evidence of Supplier's
manufacturer price increases. UC shall benefit from any lower price offered to
other Universities, hospitals, government owned Colleges and Universities,
agencies or entities where the quantities and terms and conditions, economic,
and service requirements are substantially similar. If Supplier's list price of
Products is reduced, UC shall benefit from a corresponding price reduction.
5.6. Supplier was advised that there is no mandatory use policy at UC, and Supplier
must compete with other suppliers for UC orders. Therefore, Supplier shall
guarantee that manufacturer and/or Supplier price decreases be passed on to UC
immediately.
5.7. The prices of Supplier's Products recited on Attachments 1(A) — 1(D) includes
installation and set up of the Products in the location requested by UC. It also
includes the key operator and campus users initial, on going training and Product
removal costs of UC owned equipment.
5.8. During the term of this Agreement, and any extension(s) to such term, Supplier
agrees to provide UC a quarterly Patronage Incentive in the amount equal to two
(2) percent of the total sales of Products. The amount of quarterly Patronage
Incentive provided to each UC location will be calculated based on the total
quarterly sales to each campus. The Patronage Incentive will be issued to The
Regents of the University of California and mailed to each UC location
participating in the rebate program. Each participating location shall have the
right to modify proposal pricing for the individual location, up to 2% in the event
that the location decides not to implement a rebate program.
5.9 The following campuses of the UC, provides Centralized Copier Programs:
• UC—San Diego
• UC—Berkeley
• UC—Davis
• UC—Santa Cruz
To the above campuses with Centralized Copier Programs, Supplier will offer a
seven(7)percent additional discount off the UC's contracted cost per copy and
overages rates as they apply to maintenance.The Centralized Copier Programs
will reduce vendor sales, service, administrative and delivery costs,and include
but are not limited to the following(these services vary by location):
• Consultation and equipment needs assessment with campus
departments.
• Consolidation of copier orders for volume deliveries and meter read
reporting.
• Centralized invoice reconciliation.
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• Coordination of campus services for delivery access, electrical upgrades,
network access, copy control systems, help desk troubleshooting and
service call reduction.
• Mediation in customer equipment expectations and performance issues.
6. REPORTING
6.1. Supplier will provide UC monthly and quarterly reports as follows:
• Population of digital copiers sorted by organization, model and acquisition
method
• Monthly performance reports
• Monthly costs reports
6.2. Supplier agrees to provide other reports as reasonably requested by UC during
the term of the Agreement and any extension(s)to such term at no cost to UC.
7. SURVEYS
7.1. Supplier shall, at UC request, conduct customer satisfaction surveys. The content
of these surveys shall be approved by UC. UC shall be responsible for the
tabulation of these surveys.
8. TRADE-INS
8.1. Supplier agrees to assist UC in obtaining the best trade-in values available for UC
owned Products through Supplier's recommended Equipment Brokers. Supplier
shall provide the required administrative support, including removal of UC owned
products, to UC to effectively manage the trade-in transaction(s)at no cost to UC.
9. MAINTENANCE SERVICE
9.1. Supplier agrees to provide to UC, during Supplier's normal business hours, the
maintenance service necessary to keep the Product in, or restore the Product to,
good working order•in accordance with Supplier's policies then in effect. This
maintenance service includes maintenance based upon the specific needs of
individual Product, as determined by Supplier, and unscheduled, on-call remedial
maintenance. At any given location, UC must select either a supply inclusive
service plan or a non-inclusive service plan.
Maintenance will include lubrication, adjustments, and replacement of
maintenance parts deemed necessary by Supplier. Maintenance will also include
printer drivers, software, and equipment firmware updates deemed necessary by
the Supplier. Maintenance parts will be furnished on an exchange basis, and the
replaced parts become the property of Supplier. Maintenance services provided
under this Agreement does not assure uninterrupted operation of the Product.
Maintenance service requested and performed outside Supplier's normal
business hours will be charged to UC at Supplier's applicable time and material
rates and terms as provided in Attachment 2.
9.2. Maintenance Options During the term of this Agreement and any extension(s)of
such term, Supplier agrees to provide maintenance services based on the
following options:
tio
Opn 1: Cost Per Copy(CPC)Charge(Service&Supplies only)
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Supplier will provide full service maintenance, including parts and labor and all
consumable supplies (except for paper) and charge UC on a monthly basis,
based on a cost per copy charge applied to the actual monthly copy volume
without any minimum and/or maximum copying restrictions excluding the12 and
36 months All Inclusive Rental Cost Per Copy pricing options (hardware
inclusive). Select accessories for high volume equipment may include an annual
base charge as noted in Attachment 1(A).
Option 2: Monthly Minimum Charge
Supplier will provide full service maintenance, including parts and labor and all
consumable supplies (except for paper), and charge UC an annual fixed monthly
minimum charge, which will include a monthly copy volume allowance, and a cost
per copy charge for the overage.
Option 3: T&M -Fixed Charge per Occurrence
Supplier will provide its service maintenance based on Time and Material option
and charge UC a fixed amount per occurrence and/or a fixed hourly fee, which
will exclude replacement parts.
9.3. Maintenance service provided by Supplier under this Agreement does not include:
a) Repair of damage or increase in service time caused by failure of UC
continually to provide a suitable installation environment with all facilities
prescribed by Supplier, including, but not limited to, the failure to provide,
adequate electrical power, air-conditioning, or humidity-control;
b) Repair of damage or increase in service time caused by: accident, disaster
(which shall include but not be limited to fire, flood, water, wind and
lightening); transportation, neglect, power transients, abuse or misuse, failure
of UC to follow Supplier's published operating instructions, and unauthorized
modifications or repair of Product by persons other than authorized
representatives of Supplier;
c) Repair of damage or increase in service time caused by use of the Product
for purposes other than those for which designed;
d) Repair of damage, replacement of parts (due to other than normal wear) or
repetitive service calls caused by use of incompatible supplies;
e) Complete unit replacement or refurbishment of the Product;
f) Electrical work external to the Product or maintenance of accessories,
attachments, or other devices not furnished by Supplier;
g) Increase in service time caused by UC denial of full and free access to the
Product or denial of departure from UC site.
h) Product relocations.
The foregoing items excluded from Maintenance Service, if performed by
Supplier, will be charged to UC at Suppliers applicable time and material rates
and terms.
10. INSTALLATION
•
10.1. Installation shall be deemed completed upon successful conclusion of Supplier's
standard test procedures.
8
11. PERFORMANCE
•
11.1. Supplier warrants that all Products will perform according to Supplier published
specifications.
11.2. Supplier warrants that all new Products must perform to UC satisfaction. In the
event that UC is not satisfied with the performance of Supplier's Product(s),
Supplier agrees to the following terms:
After notifying Supplier of such non-performance and such non-
performance is not corrected within 30-days of such notice, upon UC
approval, Supplier will provide a replacement with the same or
comparable Supplier's Product(s)at no charge to UC.
o After notifying Supplier of such non-performance and such non-
performance is not corrected within 30-days of such notice, upon UC
request. In the event of a purchased Product(s), Supplier will credit UC
based on a prorated amount of the Product(s) purchase price, if
Product(s)removed within first three(3)years of purchase date.
12. PRODUCTS ACQUISITION TERMS AND CONDITIONS
The Products, supplies and services included in this Agreement shall be furnished to UC
based on the following terms and conditions:
12.1. PURCHASE OPTION
12.1.1. Supplier agrees to sell to UC Products recited in Attachments 1(A), if
requested by UC, in accordance with the requirements set forth in this
Agreement. Supplier shall warrant that the Products are new and owned
by Supplier. Supplier warrants that it will repair or replace defective
Products and/or parts, including labor at no cost to UC for ninety (90)
days after the installation date.
12.2. FMV LEASE OPTION
12.2.1. Supplier agrees to Lease to UC Products recited in Attachment 1(B), if
requested by UC, for the three (3),four (4), and five (5) year FMV lease
terms in accordance with the requirements set forth in this Agreement.
Supplier shall warrant that the Products are new, and owned by Supplier.
Supplier warrants that it will repair or replace defective Products and/or
parts, including labor for the life of the lease at no additional charge, at no
cost to UC for ninety(90)days after the installation date.
12.2.2. UC shall pay the Lease payments and other payments, if any, shown on
each order to Supplier at its address set forth thereon, or as otherwise
directed by Supplier in writing.
12.2.3. No loss or damage except for loss or damage due solely to the
negligence of Supplier's name shall relieve UC of the obligation to pay
any Lease payment or of any other obligation under this Agreement. In
the event of loss or damage not attributable solely to the negligence of
Supplier, UC, at the option of Supplier shall:
a) Place the Product in good condition and repair:-or
9
b) Replace the Product with like equipment in good condition and repair
with clear title in Supplier's name and subject to all of the terms and
conditions of this Agreement: or
c) Pay to Supplier the sum of all Lease payments due and owing at the
time of such loss or damage and the fair market value of the equipment
at time of such loss or damage.
Upon replacement of the Product pursuant to subparagraph (b)
above or upon Supplier's receipt of the payment provided for in
subparagraph (c). UC and/or UC insurer shall be entitled to
Supplier's interest in the original Product, for salvage purposes, at its
then-current condition and location. AS IS, WHERE IS, WITHOUT
ANY WARRANTY, EXPRESS OR IMPLIED.
12.2.4. UC shall have an option to purchase the Product AS IS, WHERE IS, by
giving Supplier at least thirty (30) days prior notice of UC intent to
purchase at the termination of the term specified in any order or any
renewal thereof. The purchase price shall be the Product's then fair
market value plus all applicable sales taxes.
12.2.5. UC shall have the option to extend the original lease term for each leased
Product installed at (i) the same 36-month lease pricing on a month-to-
month basis or (ii) if UC commits to a another 12-month term, Supplier
agrees to reduce its original 36-month FMV lease pricing for Supplier's
Products recited on Attachment 1(A) by twenty-five(25)percent, does not
include service and supplies With a 12-month commitment from UC. UC
may terminate Products for which the lease terms have been extended
by giving Supplier at least thirty (30) days prior written notice without
penalty.
12.2.6. Leases are non-cancelable and lease factors, for NEW placements, are
subject to change on a quarterly basis with 30 business days advance
notice to UC.
12.3. $1 BUY-OUT LEASE OPTION
12.3.1. Supplier agrees to Lease to UC Products recited in Attachment 1(B), if
requested by UC, for the three (3), four (4), and five (5)year lease terms
in accordance with the requirements set forth in this Agreement. Supplier
shall warrant that the Products are new, and owned by Supplier or
Supplier's Dealer Partner. Supplier warrants that it will repair or replace
defective Products and/or parts, including labor at no cost to UC for
ninety(90)days after the installation date.
12.3.2. UC shall pay the Lease payments and other payments, if any, shown on
each order to Supplier at its address set forth thereon, or as otherwise
directed by Supplier in writing.
12.3.3. No loss or damage except for loss or damage due solely to the
negligence of Supplier,shall relieve UC of the obligation to pay any Lease
payment or of any other obligation under this Agreement. In the event of
loss or damage not attributable solely to the negligence of Supplier, UC,
at the option of Supplier shall:
a) Place the Product in good condition and repair:or
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b) Replace the Product with like equipment in good condition and repair
with clear title in Supplier and subject to all of the terms and
conditions of this Agreement: or
c) Pay to Supplier the sum of all Lease payments due and owing at the
time of such loss or damage and the fair market value of the equipment
from the date of such loss or damage.
Upon replacement of the Product pursuant to subparagraph (b)
above or upon Supplier's receipt of the payment provided for in
subparagraph (c). UC and/or UC insurer shall be entitled to
Supplier's interest in the original Product, for salvage purposes, at its
then-current condition and location. AS IS, WHERE IS, WITHOUT
ANY WARRANTY, EXPRESS OR IMPLIED.
12.3.4. UC shall have an option to purchase the Product AS IS, WHERE IS, by
giving Supplier at least thirty (30) days prior notice of UC intent to
purchase at the termination of the term specified in any order or any
renewal thereof. The purchase price shall be $1 plus all applicable sales
taxes.
12.3.5. At the end of the lease term UC shall either (i) purchase the leased
Product for$1 or(ii)have Supplier remove the leased Product.
12.3.6 Leases are non-cancelable and lease factors, for NEW placements, are
subject to change on a quarterly basis with 30 business days advance
notice to UC.
12.4. 12 MONTH RENTAL OPTION
12.4.1. Supplier agrees to rent to UC Products recited in Attachment 1(C), if
requested by UC, in accordance with the requirements set forth in this
Agreement.
12.4.2. If requested by UC, Supplier shall rent its Products to UC for a term of
less than one (1) year based on the same pricing as one (1) year rental.
The minimum rental period is ninety(90)days.
12.4.3. UC may upgrade or downgrade a 12-month rental Product and/or .
add/remove optional features at any time during the rental period without
penalty.
12.4.4. UC may terminate, without penalty, a 12-month rental at anytime with an
advanced 90-day written notice to Supplier.
12.4.5. UC shall have the option to extend the original rental term on a month-to-
month basis at the same monthly 12-month rental payment.
12.4.6. UC may terminate Products for which the 12-month rental term has been
extended by giving Supplier at least thirty (30) days prior written notice
without penalty.
12.4.7. 12-month rental units shall be used/reconditioned equipment and based
upon Supplier availability.
12.4.8. During the term of the Rental Agreement, Supplier shall provide
maintenance service as specified in this Agreement.
11
•
12.4.9. If UC purchases any or all pieces of Product(s) within ninety (90) days
after installment, 100% of the base rental charges billed and paid during
the first ninety(90)days may be applied toward the purchase price. After
ninety(90)days UC may apply two(2) percent of the single unit price per
month times the number of full months that the Product has been rented
towards the purchase price.
A maximum rental conversion credit of 72% of a single unit purchase
price will be available to UC for the continuous rental of Supplier Product.
If UC converts the rental Product to purchase after ninety(90)days of an
installation, the warranty will not be available on the unit
12.5. 36-MONTH RENTAL OPTION
12.5.1. Supplier agrees to rent to UC Products recited in Attachment 1(C), if
requested by UC, in accordance with the requirements set forth in this
Agreement. Supplier shall warrant that the Products rented for a three(3)
year term are new or used/remanufactured, based upon availability, and
owned by Supplier or Supplier's Dealer Partner.
12.5.2. For new Products rented by UC, UC may upgrade/downgrade/terminate
up to 5% of the total 36-month rental population per year without penalty,
provided UC gives Supplier an advanced 90-day written notice. For
used/remanufactured Products, UC may upgrade/downgrade/terminate
100% of the 36-month used/remanufactured rental population without
penalty, provided UC gives Supplier an advanced 90-day written notice.
12.5.3. UC shall have the option to extend the original rental term as specified in
the Attachment 1(C) for each rental Product installed at (i) the same 36-
month rental pricing on a month-to-month or (ii) if UC commits to a
another 12-month term, Supplier agrees to reduce its original 36-month
rental pricing for Supplier's Products recited on Attachment 1(C) by
twenty-five(25)percent, does not include service and supplies.
12.5.4. UC may terminate Products for which the 36-month rental term has been
extended by giving Supplier at least thirty (30) days prior written notice
without penalty.
12.5.5. For Product on thirty-six (36) month rental terms, each piece of Product
must be installed and incurring rental and meter charges for a period of
time equal to the full term of the Rental Agreement in order to avoid
assessment of liquidated damages. Once a Product has been installed
and has incurred rental and meter charges for a period of time equal to
the full term of the Rental Agreement, then that Product may be canceled
at the end of any month without obligation to pay liquidated damages for
that piece of Product, provided ninety(90)days advance written notice of
cancellation is given to the other party. Except for allowable upgrades as
defined in paragraph 12.5.2, if UC cancels this Agreement with respect to
any or all Products, then UC agrees to pay Supplier liquidated damages
equal to 50%of the remaining rental payments.
12.5.6. During the term of the Rental Agreement, Supplier shall provide
maintenance service as specified in this Agreement.
12.5.7. If UC purchases any or all pieces of Product(s) within ninety (90) days
after installment, 100% of the base rental charges billed and paid during
the first ninety(90)days may be applied toward the purchase price. After
ninety(90)days UC may apply two (2) percent of the single unit price per
12
month times the number of full months that the Product has been rented
towards the purchase price.
A maximum rental conversion credit of 72% of a single unit purchase
price will be available to UC for the continuous rental of Supplier Product.
If UC converts the rental Product to purchase after ninety(90)days of an
installation, the warranty will not be available on the unit.
12.6. 12—MONTH RENTAL COST PER COPY(includes hardware service&supplies)
12.6.1. Supplier agrees to rent to UC Products recited in Attachment 1(D) on a
cost per copy basis, if requested by UC, in accordance with the
requirements set forth in this Agreement. The Products rented on a cost
per copy basis for a one (1) year term and are owned by Supplier or
Supplier's Dealer Partner.
12.6.2. If requested by UC, Supplier shall rent its Products on a cost per copy
basis to UC for a term of less than one (1) year based on the same
pricing as the one (1) year cost per copy pricing. The minimum rental
period is ninety(90)days.
12.6.3. UC may upgrade or downgrade a 12-month cost per copy basis plan
and/or add/remove optional features at any time during the rental period
without penalty.
12.6.4. UC may terminate, without penalty, a 12-month cost per copy plan at
anytime with an advanced 90-day written notice to Supplier.
12.6.5. UC shall have the option to extend the original rental term at the same
cost per copy pricing.
12.6.6. UC may terminate Products for which the 12-month cost per copy term
has been extended by giving Supplier at least thirty(30)days prior written
notice without penalty.
12.6.7. 12-month cost per copy units shall be used/reconditioned equipment and
based upon Supplier availability.
12.6.8. During the term of the cost per copy basis Agreement, Supplier shall
provide maintenance service as specified in this Agreement.
12.6.9. UC must choose the appropriate band and model/configuration based on
expected volume and user requirements.
12.6.10. 12-month Cost per Copy plans will be billed monthly on a by model/by
unit basis; the bill total will be the low-end volume of the associated band
or actual,whichever is greater.
12.7. 36-MONTH RENTAL COST PER COPY(includes hardware, service and
suoolies)
12.7.1. Supplier agrees to rent to UC Products recited in Attachment 1(D) on a
cost per copy basis, if requested by UC, in accordance with the
requirements set forth in this Agreement. Supplier shall warrant that the
Products rented on a cost per copy basis for a three (3) year term are
• - • • -------new or used/remanufactured, based upon availability, and are owned by
Supplier or Supplier's Dealer Partner.
13
12.7.2. For new Products on a 36-month cost per copy program, UC may
upgrade/downgrade/terminate up to 5%of the total 36-month cost per
copy population per year without penalty, provided UC gives Supplier an
advanced 90-day written notice. For used/remanufactured Products on a
36-month cost per copy program, UC may upgrade/downgrade/terminate
100%of the 36-month used/remanufactured cost per copy population
without penalty, provided UC gives Supplier an advanced 90-day written
notice.
12.7.3. UC shall have the option to extend the original 36-month cost per copy
rental term at(i)the same 36-month cost per copy pricing on a month-to-
month basis or (ii) if UC commits to a another 12-month cost per copy
term, Supplier agrees to reduce its original 36-month cost per copy rental
pricing for Supplier's Products recited on Attachment 1(B) by twenty-five
(25)percent, does not include service and supplies.
12.7.4. UC may terminate Products for which the 36-month cost per copy rental
term has been extended by giving Supplier at least thirty (30) days prior
written notice without penalty.
12.7.5. During the term of the cost per copy rental plan, Supplier shall provide
maintenance service as specified in this Agreement.
12.7.6. UC must choose the appropriate brand and model/configuration based
on expected volume and user requirements.
12.7.7. 36-month Cost per Copy rental plan will be billed monthly on a by
model/by unit basis; the bill to total will be the low-end volume of the
associated brand or actual,whichever is greater.
12.7.8. Products installed on a 36-month Cost Per Copy basis must be mutually
agreed upon between UC and Supplier, and must meet mutually agreed
upon between Supplier and UC minimum monthly copy volume
requirements for each Product. Supplier agrees to assist UC in
conducting a research and analysis to determine the requirements for
each Product installation. In the event UC does not agree with Supplier's
selection of Product, UC will order Supplier's Products based on the other
options available to UC including purchase, lease and rental.
12.7.9. Supplier and UC mutually agree that Supplier's Product(s) installed on a
36-month Cost Per Copy basis will be evaluated for ninety (90) days
following the installation date. Supplier's Product(s) that do not meet the
monthly minimum copy volume requirements as mutually agreed upon
between Supplier and UC, will be converted into rental option or, at UC
request, be replaced to another Supplier brand Product that is
appropriate for the defined requirement. UC will not be liable to Supplier
for any losses incurred by Supplier within first ninety (90) days after
installment. After 90-days, UC shall pay the low-end volume of the
associated band or the actual meter clicks, whichever is greater for the
remainder of the term.
12.7.10.UC shall have the right to convert any of Supplier's Products that meet
the monthly minimum copy volume requirements from Cost Per Copy
option to rental based on UC request.
14
•
13. GENERAL TERMS AND CONDITIONS
13.1. University of California Terms and Conditions University of California Terms and
Conditions, Appendices A and F, Supplements 2-5 and Exhibits A-C as attached,
are hereby incorporated and shall govern this Agreement. _
13.2. Insurance Requirements Supplier shall furnish a certificate of insurance as
specified in Appendix A. All certificates shall indicate that the Regents of the
University of California has been endorsed as an additional insured. The
certificate must be submitted to the Purchasing Department prior to the
commencement of services. Certificates of insurance should be delivered to:
University of California Office of the President
Attn: Lesley Clark
Strategic Sourcing
1111 Franklin St.#103298
Oakland, CA 94607-5200
13.3. Product Certification Supplier hereby certifies and warrants that all products sold
to UC under this Agreement:
• Shall be new and genuine;
• Shall be provided to UC in the manufacturer's original packaging unless
otherwise requested by UC;
• Shall be manufactured and sold or distributed to the supplier for retail
sales in the United States;
• Shall be sold to the supplier from legal and reputable channels, which are
understood to be the manufacturer or authorized representatives of the
manufacturer;
• Shall not be altered or misbranded within the meaning of the Federal and
State laws applicable to such products.
13.4. Auditing Requirements This Agreement and any orders resulting therefrom shall
be subject to examination and audit by University and/or State of California for a
period of three (3)years after final payment. The examination and audit shall be
confined to those matters connected with the performance of the Agreement.
13.5. Warranties Supplier agrees that the Products furnished under this Agreement
shall be covered by the most favorable commercial warranties the Supplier gives
to any customer for the same or substantially similar Products, and that the rights
and remedies so provided are in addition to and do not limit any rights afforded to
UC by any other article in this Agreement and any subsequent Agreement. Such
warranties will be effective notwithstanding prior inspection and/or acceptance of
the Products by UC, and in all cases shall commence upon acceptance of the
Products by UC.
13.6. Term of Agreement Unless terminated as provided below, this Agreement shall
be effective for a period of five (5) years, commencing May I, 2005 and ending
April 30, 2010. UC reserves the right to renew or extend the Agreement for up to
three(3)additional one-year periods at the same terms and conditions.
13.7. Termination of Agreement UC may terminate this Agreement for convenience at
any time, in whole or in part, in accordance with the terms of Article 4 of
University of California Terms and Conditions, Appendix A as attached. In the
event of such termination, UC agrees to provide Supplier at least thirty(30)days
prior written notice of the effective date of termination and the extent thereof,
such termination shall not affect any lease, rented or cost per copy unit that has
not fulfilled its appropriate term.
15
If any termination of this Agreement takes place, Supplier shall extend to UC,
upon UC request, an additional ninety (90) day period to properly implement a
smooth transition. Fees for the services performed during the additional ninety
(90)days will be in good faith negotiated between UC and Supplier.
In the event Supplier cannot or does not perform its obligations, UC reserves the
right to terminate the Agreement. If within five (5) working days of receipt of
written notice from UC of Supplier's breach of any term or condition of the
Agreement, Supplier shall fail to remedy such breach, then UC may at any time,
by written notice, terminate the Agreement in whole or in part. Termination under
this provision shall not apply to orders received by Supplier prior to the effective
date of termination.
13.8. Marketing References Supplier shall not make reference to UC, in any literature,
promotional material, brochures, or sales presentations without the express
written consent of a duly authorized officer of UC.
13.9. Amendments Any changes to the Agreement requested by either party shall be
effective only if mutually agreed in writing by duly authorized representatives of
UC and Supplier. This Agreement shall not be modified or amended or any right
of a party waived except by such written amendment.
13.10. Failure to Enforce Failure by either party at any time to require performance by
the other party or to claim a breach of any provision of this Agreement shall not
be construed as effecting any subsequent breach or the right to require
performance with respect thereto or to claim a breach with respect thereto.
13.11. Partial Invalidity Any provisions of this Agreement that shall prove to be invalid,
void, or illegal shall in no way impair, or invalidate any other provisions hereof,
and such other provisions shall remain in full force and effect.
13.12. Governing Law The rights and obligations of the parties, and all interpretations
and performance of this Agreement shall be governed in all respects by the laws
of the State of California.
13.13. Relationship Supplier shall have no power to bind UC and shall not, under any
circumstances, be considered to be an agent, representative or fiduciary of any or
all of the preceding. Instead, Supplier is an independent contractor and neither it
nor its employees, agents, contractors or subcontractor is or will be an employee,
agent or representative of UC during the period it and/or they are performing
services under this Agreement. Supplier acknowledges its responsibility for the
full payment of the wages or other compensation of, as well as any benefits for
employees, agents, contractors or subcontractors engaged by it in the
performance of this Agreement
This Agreement, together with the above named instruments, constitute the entire
agreement between the UC and Supplier with respect to the subject matter hereof and
supersedes all previous negotiations, proposals, commitments, writings, advertisements,
publications,and understandings.
16
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written, such parties acting by their officers being
thereunto duly authorized.
THE REGENTS OF THE UNIVERSITY CANON U.S.A., INC.
OF CALIFORNIA liiNalft
<<•=eciiA„
Signature Signature
it-69-66-4/ MSG/ca Steven H. Lane
Name, printed or typed Name, printed or typed
&ee- ve oP rcc �l��11 ra-1iccric rrj Director. Budget/Financial Analysis
Title ' d V Title
11/24/0/D November 22,2005
Date ((( J Date
17
AGREEMENT NUMBER AM.
MASTER ENABLING AGREEMENT 70818 6
CONTRACTOR IDENTIFICATION NUMBER
3351
THIS AGREEMENT,made and entered into this 2Sih clay of April,2012,in the State of California,by and between the
Trustees of the California State University,which is the State of California acting in a higher education capacity,through
its duly appointed and acting officer,hereinafter called CSU and
CONTRACTOR'S NAME
Canon USA,Inc. ,hereafter called Contractor,
WITNESSETH:That the Contractor for and in consideration of the covenants,conditions,agreements,and stipulation of
the University hereinafter expressed,does hereby agree to furnish to the University services and materials as follows:
Original Agreement No. 70818, dated August 01,2008 provides for three(3)one year extensions as renewed by
University of California Office of the President(UCOP)#708/0P/009.
By this amendment,the CSU has elected to use the last of three(3)one-year options to extend the agreement
through April 30,2013. •
1
Except as amended herein,all other terms and conditions of the original Agreement shall continue in full force and
effect.
_ t
IN WITNESS WiicR1:OF.this agreement has been.executed by the parties hereto.upon the date first above written.
UNIVERSITY CONTRACTOR
Trustees of the California State University Canon USA, Inc.
BY(AUTHORIZED SIGNA/fURE) DATE BY(AUrHORI7.ED StaNA JRE) DATE
PRINTED NAME AND TITLE OF PERSON SIGNING PRINTED
Tom Roberts,Director . :!
Junichf Yoshitake Senior VP&GM Imaging Systems Group .
DEPT. ADDRESS
Contract Services and Procurement One Canon Plaza,Lake Success,NY 11042
AMOUNT ENCUMBERED BY THIS DOCUMENT REQUIRED CI•IARTFIELD DISTRIBUTION
$0.00 Account Fund Dept ID Program
TOTAL AMOUNT ENCUMBERED TO DATE—1 OPTIONAL CI{ARTFIELD DISTRIBUTION •
$0.00 I Class Ptroi/Grt
CRL 01 S • 1/27/04
UNIVERSITY OF CALIFORNIA
IlGRX7iL!•:t •U•t\')S• IRVINE• LOS•\VfF.IL•S•SfG•X(111)•K:l'!•.X5)r)r••5.5X DIEGO•SAS FRANCISCO 1j 1: A ' " 11ARIl" • " :S('R(;/. •
EXECUTIVE VICE PRESIDENT--
CI JIFF P(NANCI.ALOFFICER OFFICE OF TIM PRESIDENT
1 111 Franklin Strut Ie'"Floor
Oakland.Calilbrmx 94607.5200
.1/24/2012
Kimberly Paige Dantone
Canon U.S.A., Inc. i
One Canon Plaza.Lake Success, NY 1 1042 1
I
Email: 10010042s:........................ i
1
RE: Renewal of Strategically Sourced Agreement 08/OP/009 I
I
This letter serves to exercise the last of three optional one-year extensions of the above referenced Agreement
between the University of California and Canon. All terms and conditions shall remain the same. lids renewed i
agreement will expire on 4/30/2013. 1
Please indicate your acceptance of this renewal by signing below and returning to me at briatl_agills i?ucop.edu or via
U.S.mail. 1
ACCEPT
(Sign tore)` (St!tat re)j f
aunu.. i Yoshitake
Haggai Hisgilov (Name, Printed) ---
Sr. Vice president and deneral Tanager g
Executive Director.Procurement Services (Tide) i.
`
(Date) •s
(Date)
1
University of California Carton USA, Inc.
1
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•
1
3
1
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•
AGREEMENT NUMBER AM.NO.
MASTER ENABLING AGREEMENT 70818 1
CONTRACTOR IDENTIFICATION NUMBER
3351
THIS AGREEMENT, made and entered into this December 19,2008, in the State of California,by and between the
Trustees of the California State University,which is the State of California acting in a higher education capacity,through its duly
appointed and acting officer,hereinafter called CSU and
CONTRACTOR'S NAME
Canon U.S.A.,Inc. ,hereafter called Contractor,
WITNESSETH:That the Contractor for and in consideration of the covenants,conditions,agreements,and stipulation of the
University hereinafter expressed,does hereby agree to furnish to the University services and materials as follows:
Original Agreement No. 70818, dated August 01, 2008 is hereby amended to include the following:
All products, pricing and services offered by the Contractor shall be made available to the following: all
public California educational organizations to include the California Community Colleges (CCC),K-12
Schools Districts and all local government entities at the city and county levels.
Except as previously amended and as amended herein, all other terms and conditions of the original
Agreement continue in full force and effect.
IN WITNESS WHEREOF,this agreement has been executed by the parties hereto,upon the date first above written.
UNIVERSITY CONTRACTOR
Trustees of the California State University Canon USA,Inc.
BY(AUTHORIZED SIGNATURE) DATE BY(AUTHORIZED SIGNATURE) DATE
SIGNED BY TOI\'l ROBERTS ON 01/07/09 D SIGNED BY GARY BARTH ON 12/29/08
PRINTED NAME AND TITLE OF PERSON SIGNING PRINTED NAME AND TITLE OF PERSON SIGNING
Tom Roberts,Director Gary Barth,Vice President Government Marketing Division
DEPT. ADDRESS
Contract Services and Procurement 2110 Washington Blvd,Ste.300,Arlington,VA 22204
AMOUNT ENCUMBERED BY THIS DOCUMENT REQUIRED CHARTFIELD DISTRIBUTION
$0.00 Account Fund Dept ID Program
TOTAL AMOUNT ENCUMBERED TO DATE OPTIONAL CHARTFIELD DISTRIBUTION
Class Proj/Grt
$0.00
ATTACHMENT "E"
Seal Beach Addendum
SEAL BEACH ADDENDUM
This Addendum ("Addendum") amends the Customer Care Maintenance Agreement ("Maintenance Agreement")
between the City of Seal Beach("Customer")and C3 Office Solutions("C3")approved on July 23,2012. Customer
and C3 are each a "Party" and are referred to collectively as "the Parties." The Parties agree that the following
statement is added as an additional provision to the Maintenance Agreement.
1. All terms of Master Enabling Agreement #70818 dated April 25, 2012 between the Trustees of the
California State University,and all amendments thereto, (collectively the"Master Enabling Agreement")are hereby
incorporated into the Maintenance by this reference. Notwithstanding any other provision related to the
Agreements, if there is any material discrepancy between: (1) the Master Enabling Agreement, including but not
limited to its provisions relating to non-appropriation of funds, risk of loss, insurance, indemnification, service
guarantees, limitations on liability, and the ability of the City to cancel the Agreements as described in the Master
Enabling Agreement;and(2)the Maintenance Agreement,then the provisions of Master Enabling Agreement shall
control.
2. Concurrent with approval of the Maintenance Agreement, the City Council is approving that certain State
and Local Government Lease-Purchase Agreement ("Lease Agreement") between Customer and De Lage Landen
Public Finance LLC ("De Lage"). C3 agrees to defend, indemnify, and hold Customer, its officials, officers,
employees, volunteers and agents serving as independent contractors in the role of city officials (collectively
"Indemnitees")free and harmless from any and all claims,demands,causes of action,costs,expenses,liability,loss,
damage or injury,in law or equity,to property or persons,including wrongful death,in any manner arising out of or
incident to any acts or omissions of De Lage,its employees,or its agents in connection with the performance of the
Lease Agreement, including without limitation the payment of all consequential damages and attorneys' fees and
other related costs and expenses, except for such loss or damage arising from the sole negligence or willful
misconduct of Customer. With respect to any and all such aforesaid suits, actions, or other legal proceedings of
every kind that may be brought or instituted against Indemnitees, C3 shall defend Indemnitees, at C3's own cost,
expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against
Indemnitees. C3 shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for
any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity
herein provided. C3's obligation to indemnify shall not be restricted to insurance proceeds,if any,received by C3,
the City,its directors,officials,officers,employees,agents or volunteers. All duties of C3 under this Section shall
survive termination of the Maintenance Agreement,the Lease Agreement,and this Addendum.
3. This Addendum may be executed in counterparts, each of which shall be an original, but together shall
constitute one and the same instrument.
3. Except as specified in this Addendum, the Agreements shall remain as stated. In the event of a conflict
between the terms and conditions of the Agreements and this Addendum,this Addendum will control.
CITY OF SEAL BEACH C3 OFFICE SOLUTI•NS
�- ie2 -
Name(Please Print) `ame(P' ase P'
Signature Signa' e
Title Title /
:- --//- Za/Z
Date Date
S7296-0001‘1474400v2.doc