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Home My WebLink AboutAGMT - C3 Office Solutions & De Lage Landen - PD & Yard• CUSTOMER CARE MAINTENANCE AGREEMENT B / ®CeSolutlons Version Date: May25, 2012 V -"" { 'a' f • Y , ,` ' CUSTOMER ink • 61LI TO INFORMATIONa •• X\ L., of :. J• _ tr Y, .. - @� J OI • ItA .t".. _ C m4-k•- L:.. - k_'_.Y"°l' .:' I City of Seal Beach 211 Eighth Street seal beach, ca, 90740 BILLINGiCONTACr•F- a . . . . ... y,r ... i , PHONE'. .-.., . - =lJ F A X . .,., •. .. .. 562- 461 -2527 EMAIL'ADDRFS- .... ... w< - , r;,.w - s. -:,_- �... .,;- .. .,. .:., �r .: .�, +,.. rL r" ., . - o -.v,. 4 F -& v' } CUSTOMER INSTALL r 'v kei . INFORMATION T irQ » -1,1:5)1 GUSTOMER ',LOCATIONfADEPARTMENTINAME a - 9 - n - 1 KEY ;CONTACT: - . 6 PHONE. City of seal beach public works LOCATION'ADDRESS' • •+.3 �. �' - ..... FAX.,. ,_ _,_i_„ v � EMAIL:L- . o e •.. 1 ru Le Molao Lopez 9riV PHYSI CALLLOCATIONjDESCRIgTION :.` -'-'. ----F--; ---- T _s T-7 METER'CONTACT: +. ? —,- .1 PHONE: ^3 STATE' fl ZIP_CODE:,__._:_: -,,C 7 METER IEMAIL°ADORESS• .. .. ... f i 4 �� *�.' ''''' ''' s,,,`t a �. . .- : r- -24 I -•.16 UIPMENT COVEREDI,av<,I.t .7r .. •_ Q a._ .i_ S s..s.`* =9 ! .,,w Y, �' ty :',.'�'_' �T x - (� Si l W 'l.,Y ' S ' 3�'f9f °. ISERIALINUMBERJ °"` '. `' I L'EQUIPMENT3IUNUMBERT t c:. -T ? '[Cost per Copy, -"' L '° ,. .MODEL s '>£ "k C - • . =. - Caswn 2030 .: .- .'_ • ..' _.w -. .:. - - _'.• �' _ ^ t .. .... . .. : .•-r• BAN: 0.0089 Color. 30.0&9' —., :_ 4 -: _{ `.Pn'�' It. ., ,.: ILL.:. �. -;.` _• '' !' AGNEEMENT 'ENT � PMKITS eL arfrO4FR OOLORM r WLEMENT 1*` '1«1„ ; -- 'in ^• N, r% f [a fI.i '1 t • ' ?AAA ,'1 L*: NETWO-_ RKING r @4TRAINING^. P ES' `'PAPER j CTAR7LDpTEg, Incl. incl. incL intl. incl. Incl. Ina no no TBD OETAIL'OFCHARG EST ': �• ,: I• '>;. -,';r • • fA UTHORI Z A TIONSi'- ,.. jam` -',: HOTAL'BASE,CHARGE= ' .. _:, -.. ,. I . - , ;. _ . . COMMENTS: 1 _+,. We will contact you at time of renewal. BASE,CHARGEIFREQUENCyfr.- 2 f ''. : —7-C-.. : - METER,FREQUENCY( Lr .. - - -S AUTHORIZING; CONTRACT:NUMBER:`W- ___, monthly ;.„� —_„ B/W of pi-col-ply CC1VOLUME�,J` F-TOVERAGEM EIISASE. - I OWN .B/W IPMrJ PURCHASEORDER'NUMBER,'rz ;:F T'-, •,f yT- _ ..... '1 See Above T — r'- '�VOLUMEIti ;, E. {OVERAGE, ,I j--ll'''''' �E.I`�BASEI_JJ (tMIN B/W PMlI.� 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 frOlor COSt per mPY See Above ,t/ _ agreement pertaining to the equipment hereunder. No other agreements apply unless expressly noted on the face of this agreement or in the contracts specified above. I understand all meter counts are based on 9.5x11 (minimum) single sided Images. jMA NAEOrpRINTrSERVICES 'P.RLING'(MPS V.. ... T 7r L_.. _YrgMI.PRIM -IRATE -u.t tr :. _ ,..r �V•. ME Initial Here Customer has declined maintenance coverage at this time. The custome understands obtaining maintenance coverage later may incur charges in � I✓"' COIARPRINB RATEQ°'u.^.�5 L. v t- '- ''1VOLUME •¢.. _. >•.. _. 1 NIA addition to the normal maintenance charges and has been informed as to the current time and material billing rates. -- ,,� - - SIGNATU :.- --- _ X �,- Q' itt PRINTECLNAME:•L _-- -. ,J\LL_ f(Z. \t -P n TERMS (Mdnths')' it�Ala"GREGATE' [`- ....;� :: cCONSOLIDATE, -- „, .� 9, . gTEWcoNTRACT NURSE -S i ` y j-.. DATEfj c. .�,- 1 60 / 1. GENERAL SCOPE OF COVERAGE The Aggment covers both the labor and the material for adjustments, repair and replacements of pans ('Maintenance') a required by normal use of the equipment identified on the front page of this Agement ('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 minee• abuse, negligence, attachment of unauthorized components, accessories or parts, use of substandard lass nil (thermal) paper or substandard supplies. other causes beyond the control of COttrice 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 binero customer and may lead to the termination of this Agreement In addition, C3 Office Solutions may terminate this A reement it the equipment is modified, damaged, altered or serviced by pponnel other than the C3 Office Solutions Authorized Personnel, or I parts, accessories or components not meeting machine specifications are titled to the Equipment. Maintenance shall not cove`harges 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 wilt 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 Office 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 furnished 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 shaft 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 Offfice Solutions approved supplies under this Agreement. If, however, the Customer uses other than C3 Office Solutions approved supplies (other than paper) and such supplies result in damage to the device, C3 Office Solutions may, at its discretion, assess a surcharge or terminate this Agreement. If C3 Office Solutions terminates this Agreement, C3 Offfice Solutions may make service available on a 'Per Call' base based upon C3 Office Solutions standard rates In effect at the time of service. 6. SUPPLIES Supplies selected, if any, on the front of this Agreement ('Suppies'). shah be included under this Agreement. C3 Offfice Solutions wil provide such selected Supplies 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 Customer's usage of the Supples exceeds the normal yields for the Equipment being serviced, C3 Office Solutions wit invoice and the Customer agrees to pay, for the excess suppies at C3 Offfice Solutions current retail prices then in effect C3 Office Solutions reserves the right to charge for supplies and freight. 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 Sham required electrical specification, 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 B. CHARGES The initial charge for Maintenance under this Agreement is non-refundable and shall be the amount set forth on the first page of this Agreement. The annual maintenance fee with respect to any renewal term, wtl 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 at charges within ten (10) days of the due date. Excess late charges over 60 days, will result in late charges equal to 5% of invoice. You agree that after the first 12 months of the term (or any extension or renewal) of the 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) and/or cost per copy charges, in effect at the end of the prior 12 month period. If stated 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. Typicaly 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 Office Solutions may estimate the meter based upon previous biking and service meter readings. The estimated meter will then be applied in the same mariner as If 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 it 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 Offfice 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 Agreemenq (ii) fumish Maintenance or service upon a prepaid, 'Per Cat' basis; and/or NO terminate this Agreement. Customer shall be obligated to pay any amounts due and owing to C3 Office Solutions within (ID) days of the expiration or termination of this Agreement Customer, upon payment of all such amounts due, shall thereafter have no further hoary or obligation to C3 Offfice Solutions whatsoever for any further fees or expenses arising hereunder. In the event C3 Office Solutions terminates this Agreement because of the breach of Customer, C3 Office 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 and assigns ('C3 Offfice Solutions Parties') harmless from and against any liability, lass 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 the' indemnity shall apply. In the event Customer fails 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 Offfice Solutions shall be entitled to recover from Customer all costs and expenses including without limitation, attorney's fees and disbursement, incurred by C3 Office Solutions in connection with actions taken by CO Offfice Solutions or its representatives (i) to enforce any provision of this Agreement; (II) to effect any payments or collections provided for herein; (ii) to institute, maintain, preserve, enforce and foreclose on SOS's security interest in or ten 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 hereof. Any modifications to this Agreement must be in wring 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, if necessary, severed to the extent necessary to eliminate such invalidity or unenforceabifity. The Parties agree to negotiate in goad faith a valid, enforceable substitute provision that most nary 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 al the parties have not signed the same counterpart. A faxed signature of this Agreement bearing authorized signatures may be treated as an original. 17. JURISDICTION At parties hereby consent to the exclusive jurisdiction `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 shall Ca Office Solutions be liable to Customer for any special, incidental, consequential, or indirect damages, loss 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 covet any software, networking or any other connectivity or functionality unrelated to the device(s) described in this agreement. Network and or cornecibky services not included in this contract are available from C3 Office Solutions at additional costs. 19. FORGE MAJEURE C3 Offfice Solutions shall not be liable to Customer for any failure or delay caused by events beyond C3 Offf'ce Solutions control, including. without limitation, Customer's failure to furnish necessary information; sabolage; 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 faiures; fire; storm; flood; earthquake; explosion; acts of the public enemy; wan insurrection: riot; public disorder; epidemic; quarantine restrictions; acts of God; acts of any government or any quasi-govemmental authority, instrumentality 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 lability insurance) based on its use of the equipment, goods and machinery. Paget oft V.A., Initial • 03® eceSoIutions • CUSTOMER CARE MAINTENANCE AGREEMENT Version Date: May 25, 2012 yry' - yrAT+• kX. fi. CUSTOMER - �Sr, l+,Yrs .. ..� s-,I. BILT:TO' INFORMATION '' f ., .- �dYi`5 tl`°1 i5 �. k. n !t{r '�5 T3Rj "�a:(%` ✓.2t uu' eJ el . 1' O r [xl City of seal beach 211 Eight Street seal beach, ca, 90740 I:1I t.[ ry.]' 1 « : *tun n, - -- +lli.• rus ,11eaPt Iaufl041.1'1 ii-•C -Rn•Mneriatiw+ .n'>a4m:raams, lossat 9aRSVipa.l ^t avorwe s5 +- yrevosbwsrwl T','y° CUSTOMERiINSTA LL'- INFORMATION5tIF ss "°� I jam+ p t tI 5ppihY 'gip ,{ �X ,b�e��`t L`k:'r+ MT.A F 5 f ,'. P -, ` �'�'4�..1^ea zc•SNhr..,°u'.Iv . w'1'L ><.rz • rS]Y� ,ut, ...,` / .( e 1' � •5�i - Y i aE �_.. (4 ion) la.V R ✓: \.D] UAr1yJdN1 ly sr7.l_ul�l[t}IeYaksi+] tt11541w1at:RSsRlvprIF7Ael KEYyCONTACT:r +'7 laal l City of Seal Beach Police Deparment t_fi- Sob MuIlin% -' 5(p2- 4'51152-1 %. II ZS IP..r:\at..VII .] r�wr�.rwh Iv c l 911 Seal Beach Boulevard .. ✓ w rt•,r x.... . .. ... -.. •. -.. .,., .. METER'CONTACT:. .- ,3VC- PHONE:r.q`'"f..,nfsd>_ - ,>.° = '"'t j CITY:ta_.,,.,_ • • ' • ',10.63i ll�l ZIP.CODE: 4:.'rte - -- -,;a.l Ala 9 U9 OW r]q•t*.ycg ao. < Jike- ..fAOi1^ il. .ibaF� ..s ; 'E91)I9MENT(C9VEREL'a4'''±a^v& 1.i.: . w. 'Lit r.. ,y .><(t Y, ^t`�.1 }v'gdire. 'iEQUIPMENT DNUMBER t! p . �; ' i#GOBI pBiCO % . Vin -4' pe`t L_I— 1y",i 'jMODEL'i .•:.:,:: +•tJ FT T'nr,f ,.ISERIALINUMBER} '•f . - 1 Canon6055 - . s-� • B/W:30008g - s: r -^.-a Canon / 7 4 0 d ; : •_ .. . . _ . .� • " ,:Tt B/W:10.0159 ° . . Canon 2030 .. ;' t, " ' .: _ � (. - BM: 0.0089 Color $0069 _ Carron 10301c;/ .1. .: •. 4, -. -..- •...." _. •_.. - B/W: $0.0159 .. -- .._ _. _ ._ . -.. .__ __ __ m. -. .ar AGREEMENT!ENTITLEMENT t �_.. _ X ,s . 'b r c y. t:41 -" 4.t, + Sic -: •� sl �,. a`.j.-� U13OR ' z "v fs m BLACK TONER COLOR TONER I NETWORKING incl. Incl. incl. incL incl. Incl. mcl no no TBD , 1DETAICOE,CMARGES .rr;� Y H.... -i._ _.-.. ....,... _' I" r p,,, r c')4,0„: .. ,x t .(AUTMORIZATIONS� ,r , . �",MTOTALaBASE•CHARGE; .9-41/ .: .•,-. We will contact you at time of renewal. Ra. mina:,.. U. a91.--- lT( I[!/R t1 ...MI Biro[.] :1,1- In .14:431waStragausuausatal monthly IB/W oostrmpy ti; •.WOWNE c. i.•`' OVERA(E"m" QI' "rzease,'.-' 1 FL'.MIN'WW rMTEDI .. .. . . .I U See Atlove ' . . • I� L VOWME (- L • 1 NERAGE•4 • I. rY'!r j`t. . dam` 1 j %.:MIN.B/WIPFTF` Initial Here I have reatl antl understand our obligations under the terms and mneitions statetl herein, and an the reverse sitle thereof, as the only agreement pertaining to the equipment hereunder. No other agreements apply unless expressly noted on the face of this agreement or In the contracts specified above. I understand all meter counts are based x11 (minimum) single sided Images. See Above -- • 3 } f - - - J. "Y ✓,. < MANAGED /PRINTlSERVICESIPRICING (MPS4 __'. Itsasr7e» PP WI* »y- ( Initial Here Customer has declined maintenance coverage at this time. The custome understands obtaining maintenance coverage later may incur charges In I....m(a.]Gi aL•IId11alle.., -. , iUltt9 N/A addition to the normal maintenance charges and has been Informed as to the current time and material billing rates. Ig:1t' yr]Vy1�1 1N11.7Lh.i1z -'1jy[\ l'1-RkkS.iEd.ee�.sllS 2 12151 1 MILS1 • �i i1101.11111a. TERMS.(M0nths) �(/=2... 'ui4 -IL"" nr' CONSOIIDATEI;+ e•.''" .,sue �I R CONTRACT. NUMBER al ^'`– mDATE:, -. r.�gra. 60. _ . 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 the Agreement (•EqulpmenC). Maintenance does not cover charges for installation, relocating or de- installation of the Equipment. Service necessary to epair damage to the Equipment caused by misuse, abuse, negligence, attachment of unauthorized components, accessories or parts, use of substandard facsunil (thermal) paper or substandard tipples, other causes beyond the control of C3 Offfice 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 Once Solutions may terminate this A reement if the equipment Is modTed, damaged, abered or serviced by personnel other than the C3 Orifice Solutions Authorized Personnel, or if parts, accessories or components not meeting machine specifications are tilled 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 Offfice Solutions standard overtime rates in effect at the time Maintenance visit. Maintenance performed during a Maintenance visa 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 furnished 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 shad 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 Offfice Solutions SUPPLIES Customer is not obligated to use C3 Office Solutions approved supplies under this Agreement. If, however, the Customer uses other than C3 Office Solutions approved supplies (other than paper) and such supplies result in damage to the device, C3 Office Solutions may, at its discretion assess a surcharge or terminate this Agreement. If C3 Office Solutions terminates this Agreement, C3 Office Solutions may make service available on a 'Per Calf basis based upon C3 Offfice Solutions standard rates in effect at the time of service . 6. SUPPLIES Supplies selected, if any, on the front of this Agreement (-Supplies-), shall be included under this Agreement. C3 Office Solutions will provide such selected Supplies 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 Customer's usage of the Supplies exceeds the normal yields for the Equipment being serviced, C3 Offfice Solutions will invoice and the Customer agrees to pay, for the excess supplies at C3 Office Solutions current retail prices then in effect. C3 Offfice Solutions reserves the right to charge for supplies and freight. 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 specification, 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 non - refundable and shall be the amount set forth on the first page of this Agreement. The annual maintenance fee 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% of 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) and/or cost per copy charges, in effect at end of the prior 12 month period. If stated equipment is moved beyond any C3 Office Solutions service territory, C3 Offfice 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 limey manner upon request If the Customer fails or refuses to provide the meter reading in a timely manner, C3 Office 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 if the meter had been supplied by the Customer and the Customer agrees to pay any overage charges that may result from the estimated meterreading. 10. TERM This Agreement shad 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 Offfice 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 Call' basis; and/or (ill) terminate this Agreement. Customer shall be obligated to pay any amounts due and owing to C3 Offfice 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 fees or expenses arising hereunder. In the event C3 Office 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 and 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 fails 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 Offfice Solutions shall be entitled to recover from Customer all costs and expenses including without limitation, attorney's fees and disbursement, incurred by C3 Office Solutions in connection with actions taken by C3 Offfice Solutions or its representatives (i) to enforce any provision of this Agreement; (Ii) to effect any payments or collections provided for herein; (e) to institute, maintain, preserve, enforce and foreclose on SOS's security interest in or lien on the goods, whether through judicial proceedings or otherwise; or (N) to defend or prosecute any actions or proceedings arising out of or relating to any C3 Offfice Solutions transactions with Customer. 13. ENTIRE AGREEMENT This constitutes the entire Agreement between the parties relating to the subject matter hereof. Any modifications to this Agreement must be in writing and signed by both parties. 14. SUCESSORS AND ASSIGNS; TERMINATION Neither parry may assign this Agreement or any of its rights or obligations hereunder, without the prior written approval of the other party, which wit 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, if necessary, severed to the extent necessary to eliminate such invalidity or unenforceabtiy. 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 faxed signature of this Agreement bearing authorized signatures may be treated as an original. 17. JURISDICTION At parties hereby consent to the exclusive jurisdiction °Of the Federal Courts located in CA and the State Courts boated 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 shall CS Office Solutions be liable to Customer for any special, Incidental, consequential, or indirect damages, loss 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 Office Solutions shall not be liable 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 materiaa, machinery, or equipment; technical failures; fire; storm; food; earthquake: explosion; acts of the public enemy; war, insurrection; riot public disorder, epidemic; quarantine restrictions; acts of God; acts of any government or any quasi - governmental authority, instrumenaliy 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. Initial DA./ Page 2 of 2 • �3 _r�i® CUSTOMER CARE MAINTENANCE AGREEMENT �CeSO�Ut�0flS Version Data: May 25, 2012 +4'"). "� It f'"..._3 ,_ 5.i �rF CUSTOM ' ERBILL- T O•INF ORMAT ION�'F isU .I- � 3 s c, •.,t ;TSF-ii it. say . ' rz 3a 'e, ", cur xi a aa_ �.1 !-N, �nY` an'n%Ie1RUSe��1� L >> I �r4pe.r.] :_ t ",'"'s%P "°-%'• ?, �e •, eta R'�: w'_' "' r- City of seal beach 211 Eight Street seal beach, ca, 90740 I:a{' { Hed'r n..n., - Ii: a.r:ess ---- Iix fro® tan,,ver :,.wtwoulang I: rI('Ai1J1&'..q ' -+ 5 a artax ✓rts +v+w +n'UG .( -.. -, r - v-+ ?h C USTOMERINSTALL TNFORMATIONi a .'. i "' -"`.yI �ncs*I ternpci to ;0 •t✓.vt. .wiau:91 ;lr.,1-.IG.rt.hsioi a�y�lJ KeltCONTACT• - - - - - PHONE t_ _ • .�+��,�. -s-^ City of Seal Beach Police Deparment L-'. gob MULL-iMS ' _ 5(1L- 47212521 x- 1,12.3 ISer1 La . a]q•1.:1 -'9 .... _ ,• ... ... ,.. FAXvT C:isr-s,-.. _.._..'.rn" -1 I: Cq I 911 Seal Beach Boulevard • - r L-La cur a I. a cur • a :.• -. ^. r ', . ! METEfficONTACT:F-T. -. ,;9 PHONE CIT': . , ,. S STATE'S • i p Xafala]Ylaq+va+r+a®aaarsat ll;�al::ea„ T{4..'.Jr t. • .. ryi - �. .I..yM '. , - .'' a r J ,t E UIPMENTjCOV ERED' •.¢ S 4 f 4?T'f`i� - -� r` z. `., . kK t, Q,,. '` ., `": - '', ` i .v':.3�ca c tic` - ( v...'_d� 'r •, � .. - ... I; -' (EQUIPMENTjID.NUMBER771 n m CoefpeTCOpyf ` ,: -• ,:+�*,0 r-"?` �;"(MODELI..,'.s >'2 HP4250n - + -'•: . �•e CNXRS42483� ; -' s -•.. =- 'o- -..r � MP4250 ::. _� . .., CNBXF07938 ., ; '- . ': :'i t ; . ;.,.., __ "i ' BNV: 0.0173 r •.. -- _ HP.4250n ] „-,u ....ice.. .. -_ i CNRXR076581' -._ '.r .. s.- .Y -.._._ ,. .,_ .. _ .. ,.::..a.L'._. i __.,. _ - __. . _. BAN O. 0173: p.. .�___ - _a_x•,.. ` -__. � -. HP 4250nT - '," - 1 CNRXG81770} . _ �, ,_'- -. _: •.' ei "r) s t " -; ',:' T ^BAN: 0.0173. -. - HP_4250n : - '' - - ^.; r'r CNRXG88726 t -..' _,.. y': r _ _: " "4 Y , ! i... - - 6/W: 0.0173 HP 4250n' ,,_ C_NRXGC26933 . '-r . ". .r - ,. _ .: _t &W 0.0173 _ -^ _•: HR425On Zr" ..- ......- _ --y T3 CNG)Dff3108B!?.Tr�.._r „ - _s r ._ -a r -. - -v.r B/W:0.0173'. n.- __ _.. HAP P2015 -', - "":. y : '_. CN&IP1072! ,- , ., L I '.-i : ._.- u ' B/W:0.0268 ., _ -a.,1_t HP2100 - -. _.:_.. 1,T ...sy_x . .. .. USGR1Y8261..`i_.: __ ...._.:n.... _ �.�! . _ ,. • .:-_ _..,. _ _-. - BAV:0.0268 _io. i -. .... _.:.,1. - HP.P2015dnt - -. :". -.r' - '....•. -: l CNBJP10726 r. - 'Tc ; ..._. _,,,3 r4 ,: .,'j r r,. 5, ". .. _ r •_" &W 0.0285'. ._ } _ - HP 3300 mfi.' SGH217.ONae .. .� _• J ., ; t r "" BIW:0.0343 :. ..._ . _ -_ . .._ HP1100 "J .. __ _..._ . UaSG�359522 t r '+"' �: ',1.v r t L -'' . __ _, _ _ _ _ ".? _ B/YV 0.0369 .. _ ..._ __�.. .. _ HP.:1000 FF -' a -'' CN&M23561 - ., -_, 1..,,__r: __ -r -• -_ .�8/W: 0.0369... -,. ,y,+e.. HP1100 {. - c - -. USGP355125 (.. ', _ c _:= I .._ t:>. '.' -•' ,, BM/: 0.0369 - ... -. �;...r,.- HP,d012 - i- • -°-'- -^.,r JMos2YK_ _.. ..... . _ ,.� r _... _ _ HP CM4730 m_fp�, "� __ r_.1; � JP6LHD4304. _ '�- - ; ": j1, I ate: GM 0047. Cobr.O 1399. - _ . HPP2 _BW a110o_ne __ T " -y_:.� J CNFC86PS1 -_8Vr . - rt._ _.. z n -w :. _`. _ l ... _ .,.. - r' -' _ 7 , B.W 0.0574 = ..Cobr.O 1714 , _ ,7 -1 I HP2840 el In one-- "'-*'- -- ' -'t-^ CNFC64COB4; -r' • -'* II - - -- BM: 0.0574 Color :01714 ° 1. :.J °.' s ;'1,n ' AGREEMENT ENTITLEMENTit4 :4 < 1 11,a. - <; g° `'(,„3IT^Tiad3+l ' ._lI .rj�,):Itj '' .. bJ 14J ., BLACK TONER, _I _. .� NETWORKING TRAINING •a�... .�.,1 ..,._ . incl. incl. incl. incl. incl. incl. incl. no no TBD + . 4�_a••:..... aDET_AIIaOrCHARGES,... .' - r, ,�, : °.'. �f,t ° ip('�q ••..� �AUTHONIZATIONSL i3�' ; I pl'::1 ""ThTOTAL5BASE CHARGE= a • L We will conta t you at time of renewal. ileaarlr- sai�laaa". ' aUa - l�a✓�II:l4a.IfJNq{ [Ha[tl' ra_T Ia1 -1a' f monthly lB/W,COst pe_ 4 °VOLUME= =OVERAGEM L^:: BASbu3 rHINB/WPNri�'.0 -e t. •9. -• U •:. a,. ,., _. ,, ". .. _ T ?- % See A6OVEL: -__- 1,t I have read and understand our obligations under the terms and conditions stated herein, and on the reverse side thereof, as Me only agreement apply unl [s Nx res lynot d on the ea No other agreement apply unless expressly noted re [he face o /[his agreement or In Me rontracts spedfied stave. I understand all meter counts are based on 8.5x11 (minimum) single sided Images. Customer has declined maintenance coverage at this time. The oistome understands obtaining maintenance coverage later may incur charges in addition to the normal maintenance charges and has been informed as to the current time and material billing rates. �' IIR4'�L9' •k • • VOLUME :.•t' . �--. ' i �OVEFtAGE' -5• Q� M,�MIN�B/W.PMT' j InItlaIH¢re I kl. See Above - - - -� 7 >ky j -,,.; ,,, -� , Initial Here - .' 4 -•.5 r ".Q - MANAGEDi ,7RINijSERVICESPRICING((MPS)] A 11. aliq" { r 'R 1 �ax<sa.rr.a:l t"�slEatrt 1 rt1 I.PI '- --a[u1 ..cedA1.1R &bdefwlewl11 q:e J;l 1, trC &yay!I�nWJIYdK�Ie Salsy }T[ dal rte_"--- --�__. t �I wA PRINTEDINAME: -ILL., 3..T_?n'u4a'tn._..:'.__ ;S .,s :tct�.:.- -!-?° °: ?.v5 CUSTOMERISIGNA RE:._:?. 7, ....i.. ... rt4-"MC 4,,,.x A t u_. R e IN &2--T'sM x �,, ,' , TERtiren'n0 nth') GGREGATE _ ;";Y .0 i'�° ,,:,CONSOU ATEr;' YES; a "� MASTER areliN /OIL 7 -' t° `�r'DDDDAM./ .'.._r 60 . 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 qulpment 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 cc 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 roceeding 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 parts, 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 wil 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 Office 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 descrbed below. 3. REPAIR AND REPLACEMENT OF PARTS, AM 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 furnished 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 ate cycle of the Equipment and other repairs requiring more than customary repair and part replacements shall 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 Omice Solutons approved supplies under this Agreement. If, however, the Customer uses other than C3 Office Solutions approved supplies (other than paper) and such supplies result in damage to the device, C3 Office Solutions may, at its discretion, assess a surcharge or terminate this Agreement. If C3 Office Solutions terminates this Agreement, C3 Otffoe Solutions may make service available on a 'Per Call' basis based upon C3 Office Solutions standard rates in effect at the time of service . 6. SUPPLIES Supplies selected, if any, on the front of this Agreement ('Supplies'), shall be included under the Agreement. C3 Office Solutions will provide such selected Supplies 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 Customer's 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 Office Solutions current retail prices then in etled. C3 Office Solutions reserves the right to charge for supplies and freight. 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 specification. 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 Solution 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 non - refundable and shall be the amount set forth on the first page of this Agreement. The annual maintenance fee with respect to any renewal term, will be charged at the time of tens 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% of 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) and/or cost per copy charges, in effect at the end of the prior 12 month period. If stated 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 tan 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 if 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 it applicable, as set forth on the test page of the 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 Customers 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 anyone or more of the following actions: II) cease performing at Maintenance or any other service under this Agreement (icy furnish Maintenance or service upon a prepaid. 'Per Call' basis: and/or (iii) 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, that thereafter have no (urther liability or obligation to C3 Otlfice Solutions whatsoever for any further fees or expenses arising hereunder. In the event C3 Office Solutions terminates this Agreement because of the breach of Customer, C3 Office Solutions shall be entitled to payment for work in progress plus reimbursement for out -of- pocket expenses. 12. INDEMNITY Customer shall indemnify, save and hob C3 Office Solutions, its affiliates, officers, directors, shareholders, employees, agents and representatives and its and their successors and assigns ('C3 Office Solutions Parties') harmless from and against any liability, bss 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 fads to defend such action, C3 Ofice Solutions may do so and recover from Customer in addition, all costs and expenses, including, attorneys' fees in connection therewith. C3 Office Solutions shall be entitled to recover from Customer all costs and expenses including without limitation, attomey's fees and disbursement, incurred by C3 Office Solutions in connection with actions taken by C3 Office Solutions or its representatives (i) to enforce any provision of this Agreement: (i) to effect any payments or collections provided for herein: (iii) to institute, maintain, preserve. enforce and foreclose on SOS's security interest in or lien 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 hereof. 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 Agreements held invalid or unenforceable by a body of competent jurisdiction, such provision will be construed, limited or, if necessary, severed to the extent necessary to eliminate such invalidity or unenforceabiliy. 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 shad 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 faxed signature of this Agreement bearing authorized signatures may be treated as an original. 17. JURISDICTION All parties hereby consent to the exclusive jurisdiction Of the Federal Courts located in CA and the State Courts located in CA in any proceeding arising out of or reating to this Agreement. • • 18. LIMITATION OF LIABILITY To the extent permitted by law, in no event shall C3 Off ice Solutions be liable to Customer for any special, incidental, consequential, or indirect damages, loss 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 CSOffice Solutions at additional costs. 19. FORCE MAJEURE C3 Office Solutions shall not be liable to Customer for any failure or delay caused by events beyond C3 Offfice Solutions control, Including. without limitation, Customer's failur° to furnish necessary information; sabotage; failure or delays in transportation or communication; boycotts; embargoes; falures 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 public enemy; war; insurrection; riot; public disorder, epidemic; quarantine restrictions; acts of God; acts of any government or any quasi'govemmental authority, instrumentality 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 properly damage (including commercial general riabitty insurance) based on its use of the equpment, goods and machinery. 1 / Page 2 012 Initial Ut^' • • 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 hs an additional provision to the Maintenance Agreement. I. 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: (I) 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 Jill R, Ingram Name ( Pleas nt) 1/1 ure City Manager Title July 23, 2012 Date 57296- 0001 \1474400v2.doc C3 OFFICE SOLUTIO Title - / /-- 2°/2 Date • DOCUMENTATION INSTRUCTIONS The instructions listed below should be followed when completing the enclosed documentation. Documentation completed improperly will delay funding. If you have any questions regarding the instructions or the documentation, please call 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 date • 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 Ttle • 8038GC — Line 6 & 7 Enter Contact Name and Telephone Number • 8038G — Line 9 & 10 Enter Contact Name and Telephone Number • The enclosed 8038G or GC Form is a SAMPLE only. The actual 80383 or GC will be completed and sent to you 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 showing De Lace Landen Public Finance and /or Its Assigns 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 (if applicable) • Advance payment check made payable to De Lage Landen Public Finance (if applicable) • Copy of title /MS0 listing De Lage Landen Public Finance &for Its Assigns as 1st lien holder (it 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 Attention. Barbara Wozniak x3534 02011 All Rgnts Reserved Printed in the USA OSPFDOCD73v3 1111 08PFD00073v3 a' • De Lage Landen Public Finance LLC 1111 Old Eagle School Road Wayne, PA 19087 • State and Local Government Lease - Purchase Agreement PHONE: (800) 736 -0220 FACSIMILE: (800) 700 -4643 Full Legal Name City of Seal Beach Phone Number 562 - 799 -4100 rn OBA Name (d any) y Purchase Order Requisition Nerte ,try Biting Address City gale Zip ... - 911 Seal Beach Blvd Seal Beach CA 90740 Send Invoice to Mention of Equipment Mak Mode No Serial Number Description mach Searate Schedule d Necessary) See Equipment Description Attached as Attachment 2 Q cc 0' u_ Z, -r Z L„ d a- (tarred Location it not same asaydve) City Slate Zip w^ y Numb" of Lease Payments 60 a Lease Payment: See Lase Payment Schedule enacted as Machmerel Z:. czt' I' -', By checking the too below YOU hereby designate this Lase as a "quahlied t uixeV obligation' as defied in O Section 265(1DIBUO) d the Internal Revenue Code and repress[ hit the aggregate bce arnomt of all tax -exempt . •-', Deligdions(excluding pmts chitty bonds other than qualified 501 lc1(3) bonds) issued or to se issued by YOU -I and YOUR subordinate entities during the calendar war in which WE lung NS Lease is rid reasonably expected .; lo exceed S10000.00. CS y'. D Bank 0aldation Elected m -I O Full Lease Term (n Moths) 1 -- w¢ 55 60 Payment �/ ( Monty O Quarterly O Semhnnwly 0 Annually ❑0ha End of Lease Frequmay ¢o. 0- u_ Z Option SI TERMS 11N0 CONDITIONS Please read YOUR copy of this State and Local Government Lease - Purchase Agreement C 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 Lage 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 pads, repairs, additions and accessories ( "Equipment") on the terns and conditions of this Lease and on any attached schedule. 2, TERM, This I eo is effective on the date that B is accepted and signed by US (the "Commencement Date ") and continues thereafter foran 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 I Pace 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. S. LATE CHARGES. II a Lease Payment Is not made on the dale when due, YOU will pay US a late charge at the rate of 18% per annum or the maximum amount permitted by law, whlchaver is less, from such date. 4. CONTINUATION OF LEASE TERM. YOU currently intend, subject to Section 5, to continue this Lease through the Full Lease Tenn and to pay the Lease Payments hereunder. YOU reasonably believe that legally available funds in an amount sufficient to make all Lease Payments during the Full Lease Term can be 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, induding mating provision for the Lease Payments to the extent necessary in each proposed annual budget submitted for approval in accor- dance with YOUR applicable procedures and to exhaust all available reviews and appeals if 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. NONAPPRGPRIATION. 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 then current budget year. U YOU fail to appropriate or otherwise make available funds to pay the Lease Payments required to be 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 delNer written notice to 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 then current Original Term or Renewal Term. If this Lease is terminated in accordance with this Section, YOU agree, at YOUR cost and expense, to peaceably deliver the Equipment to US at the location or locations specified by US. S. WARRANNES. 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 all warranties, if 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 Teens and Conditions contained in both sides at this lease, and in anry attachments to same (all or which are included by Ideence) and become pan of the Lease. YOU acknoMedge to have rod and agreed to all rte Ton and Conditions. You agree that this is a Dona table lease. The Equipment Is: qf NEW ❑ USED a LEA i' Nun 7 Signature The CG Print thane 1--L— Ley] Named Corpora City of Seal Beach (LEASE MUST BE SIGNED BY AURIORIIED OFFICIAL OF LESSEE) S Lessor Signature I Date Print Name Tine For DE LACE LANDEN PUBLIC FINANCE LLC Lease Numbs PUB 11156 Lase Date June 7 ve-dor LO. Number K8081 , 2012 Psi 1 012 8. TITLE, PERSONAL PROPERTY, LOCATION. INSPECTION, NO MODIFICATIONS OR ALTER- ATIONS. YOU have title to the Equipment; provided that title to the Equipment wit immediately and without any action by YOU vest in US. and YOU shall immediately surrender possession of the Equipment to US, (a) upon any termination of this Lease other than termination pursuant to Section 17 or (b) ff YOU are in default of this Lease. It is the intent of the parties hereto that any transfer of title to US pursuant to this Section shall occur automatically without the necessity of any bill of sale, certificate of title or other instrument of conveyance. YOU shall, nevertheless, execute and deliver any such instruments as WE may request to evidence such transfer. As security for YOUR obliga- tions hereunder, WE retain a security interest in the Equipment and all proceeds thereof. YOU have the right to use the Equipment during the term of this Lease, except as otherwise expressly set forth in this Lease. Although the Equipment may become attached to real estate, it remains personal property. YOU agree not to alter or modify the Equipment or permit a lien to be placed upon the Equipment or to remove the Equipment without OUR prior written consent If WE feel it is neces- sary, YOU agree to provide US with waivers of interest or liens from anyone claiming any interest in the real estate on which any items of Equipment is located. WE also have the right, at reason- able times, to inspect the Equipment. 9. MAINTENANCE. YOU are required, at YOUR own cost and expense, to Jeep the Equipment in good repair, condition and working order, except for ordinary wear and tear, and YOU will supply all parts and servicing required. All replacement parts used or installed and repairs made to the Equipment will become OUR properly. YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR PROVIDING ANY REQUIRED MAINTENANCE AND,VR SERVICE FOR THE EQUIPMENT. YOU WILL MAZE ALL CLAIMS FOR SER- VICE AND/OR MAINTENANCE SOLELY TO THE SUPPLIER AND/OR MANUFACTURER AND SUCH CLAIMS WILL NOT AFFECT YOUR OBLIGATION TO MAKE ALL REQUIRED LEASE PAYMENTS. 10. ASSIGNMENT. YOU AGREE NOT TO TRANSFER, SELL, SUBLEASE, ASSIGN, PLEDGE OR ENCUMBER EITHER THE EQUIPMENT OR ANY RIGHTS UNDER THIS LEASE WITHOUT OUR PRIOR WRITTEN CONSENT. YOU agree that WE may sell, assign or transfer this Lease and, if WE do, the new owner will have the same rights and benefits that WE now have and will not have to perform any of OUR obligations and the rights of the new owner will not be subject to any claims, counterclaims, defenses or set -offs that YOU may have against US. YOU hereby appoint Municipal Registrar Services (the "Registrar") as YOUR agent for the purpose of maintaining a written record of each assignment in form necessary to campy with Section 149(a) of the Internal Revenue Code of 1986, as amended. No such assignment shall be binding on YOU until the Registrar has received written notice from the assignor of the name and address of the assignee. 11. LOSS OR DAMAGE. YOU are responsble for the risk of loss or destruction of, or damage to the Equipment. No such loss or damage relieves YOU from any obligation under this Rase. If any of the Equipment is damaged by We or other casualty or title to, or the temporary use of, any of the Equipment is taken under the exercise of the power of eminent domain, the net proceeds ("Net Proceeds ') of any insurance claim or condemnation award will be applied to the prompt replacement, repair, restoration, modification or improvement of that Equipment, unless YOU have exercised YOUR option to purchase the Equipment pursuant to Section 17. Any balance of the Net Proceeds remain- ing after such work has been completed shag be paid to YOU, 12. INDEMNITY. WE are not responsible for any losses or injuries caused by the manufacture, acquisition, delivery, installation, ownership, use, lease, possession, maintenance, operation or rejec- tion of the Equipment or defects in the Equipment. To the extent permitted by law, YOU agree to reim- burse US for and to defend US against any claim for losses or injuries relating to the Equipment. This indemnity wil continue even after the termination of this Lease. 13. TAXES. YOU agree to pay all applicable license and registration fees, sale and use taxes, per- sonal property taxes and all other taxes and charges, relating to the ownership, leasing, rental, sale, purchase, possession or use of the Equipment (except those based on OUR net income). YOU agree that if WE pay any faxes or charges, YOU will reimburse US for an such payments and will pay US interest and a late charge (as calculated in Section 3) on such payments with the next Lease Payment, plus a fee for OUR collecting and administering any taxes, assessments or fees and remitting them to the appropriate authorities. 14. INSURANCE. During the term of this Lease, YOU will keep the Equipment insured against all risks of loss or damage in an amount not less than the replacement cost of the Equipment, without deductible and without co -insurance. YOU will also obtain and maintain for the term of this Lease, comprehensive public liability insurance covering both personal injury and property damage of at least $100,000 per person and $300,000 per occurrence or bodily injury and $50,000 for property damage. WE will be the sole named loss payee on the properly insurance and named as an addition- al insured on the public liability insurance. YOU will pay all premiums for such insurance and must deliver proof of insurance coverage satisfactory to US. If YOU do not provide such insurance, YOU agree that WE have the right, but not the obligation, to obtain such insurance and add an insurance lee to the amount due from you, on which we make a profit. 15. DEFAULT. Subject to Section 5, YOU are in default of this Lease it any of the following occurs: (a) YOU fail to pay any Lease Payment or other sum when due; (b) YOU breach any warran- ty or other obligation under this Lease, or any other agreement with US, (c) YOU become insolvent or unable to pay YOUR debts when due, YOU make an assignment for the benefit of creditors or YOU undergo a substantial deterioration in YOUR financial condition, or (d) YOU file or have filed against YOU a petition for equidation, reorganization, adjustment of debt or similar relief under the Federal Bankruptcy Code or any other present or future federal or state bankruptcy or insovency law, or a trustee, receiver or liquidator is appointed for YOU or a substantial part of YOUR assets. 16. REMEDIES. WE have the following remedies if YOU are in default of this Lease: WE may declare the entire balance of the unpaid Lease Payments for the then current Original Term or Renewal Term immediately due and payable; sue for and receive all Lease Payments and any other payments then accrued or accelerated under this Lease; charge YOU interest on all monies due US at the rate of eighteen percent (18 %) per year from the date of default until paid, but in no event more than the maximum rate permitted by law, charge YOU a retum -check or non - sufficient funds charge ( "NSF Charge ") of $25.00 for a check that is returned for any reason; and require that YOU retum the Equipment to US and, it YOU fail to retum the Equipment, enter upon the premises peaceably with or without legal process where the Equipment is located and repossess the Equipment Such retum or repossession of the Equipment will not constitute a termination of this Lease unless WE expressly notify YOU in writing. if the Equipment is returned or repossessed by US and unless WE have termi- nated this Lease, WE will sell or re-rent the Equipment to any persons with any terms WE determine, at one or more public or private sales, with or without notice to YOU, and apply the net proceeds after deducting the costs and expenses of such sale or re-rent, to YOUR obligations with YOU remaining liable for any deficiency and with any excess over the amounts described in this Section plus the then applicable Purchase Price to be paid to YOU. YOU are also required to pay (i) all expenses incurred by US in connection with the enforcement of any remedies, including all expenses of repossessing, storing, shipping, repairing and selling the Equipment, and (ii) reasonable attorneys' fees. 17, PURCHASE OPTION. Provided YOU are not in default, YOU shall have the option to purchase all but not less than all of the Equipment (a) on the date the last Lease Payment is due (assuming this Lease is renewed at the end of the Original Term and each Renewal Term), if this Lease is stil in effect on that day, upon payment in full of Lease Payments and all other amounts then due and the payment of One Dollar to US; (b) on the last day of the Original Term or any Renewal Term then in effect, upon at least 60 days' prior written notice to US and payment in full to US of the Lease Payments and all other amounts then due plus the then applicable Purchase Price set forth on the Lease Payment Schedule; or (c) if substantial damage to or destruction or condemnation of substantially all of the Equipment has occurred, on the day specified in YOUR written notice to US of YOUR exercise of the purchase option upon at least 60 days' prior notice to US and payment in full to US of the Lease Payments and all other amounts then due plus the then applicable Purchase Price set forth on the Lease Payment Schedule. 18._REPRESENTATIONS AND WARRANTIES. YOU warrant and represent as follows: (a) YOU are a public body corporate and politic duly organized and existing under the constitution and laws of YOUR State with tut power and authority to enter into this Lease and The transactions contemplated hereby and to perform at of YOUR obligations hereunder; (h) YOU have duly authorized the execu- tion and delivery of this Lease by proper action by YOUR governing body at a meeting duly called, regularly convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval, and al requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Lease; (c) YOU have complied with such pub- lic bidding requirements as may be applicable to this Lease and the acquisition by YOU of the Equipment; (d) all authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by YOU of this Lease or in connection with the carrying out by YOU of YOUR obigations hereunder have been obtained; (e) this Lease constitutes the legal, valid and binding obligation of YOU enforceable in accordance with its terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization or other laws affecting creditors' fights generally; (f) YOU have, in accordance with the requirements of law, fully budgeted and appro- priated sufficient funds for the current budget year to make the Lease Payments scheduled to come due during the current budget year and to meet YOUR other obligations under this Lease for the cur- rent budget year, and those funds have not been expended for other purposes; (g) the Equipment is essential to YOUR functions or to the services YOU provide to YOUR citizens, YOU have an immedi- ate need for the Equipment and expect to make immediate use of the Equipment, YOUR need for the Equipment is not temporary and YOU do not expect the need for any item of the Equipment to dimin- ish in the foreseeable future, including the Full Lease Term, and the Equipment will be used by YOU only for the purpose of performing one or more of YOUR governmental or proprietary functions con- sistent with the permissible scope of YOUR authority and wit not be used in the trade or business of any other entity or person; and (h) YOU have never failed to appropriate or otherwise make available funds sufficient to pay rental or other payments coming due under any lease purchase, installment sale or other similar agreement. 19. UCC FILINGS ANTI FINANCIAL STATEMENTS. YOU authorize US to file a financing state- ment with respect to the Equipment ff WE feel it is necessary, YOU agree to submit financial state- ments (audited if available) on a quarterly basis. 20. UCC - ARTICLE 2A PROVISIONS. YOU agree that this Lease is a Finance Lease as that term is defined in Article 2A of the Uniform Commercial Code ("UCC "). YOU acknovfdge that WE have given YOU the name of the Supplier of the Equipment. WE hereby notify YOU that YOU may have rights under the contract with the Supplier and YOU may contact the Supplier for a description of any rights or warranties that YOU may have under this supply contract. YOU also waive any and all lights and remedies granted YOU under Sections 2A -508 through 2A -522 of the UCC. 21. TAX EXEMPTION. YOU will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended, including without limitation Sections 103 and 148 thereof, and the appli- cable regulations thereunder to maintain the exclusion of the interest portion of the Lease Payments from gross income for purposes of federal income taxation. 22. BANK QUALIFICATION. N YOU checked the "Hank Qualification Elected" box on the front page of this Lease YOU and all YOUR subordinate entities will not issue in excess of $10,000,000 of qualified fax- exempt obligations (including this Lease but excluding private actkety bonds other than qualified 501(c)(3) bonds) during the calendar year in which WE fund this Lease without first obtain- ing an opinion of nationally recognized counsel in the area of tax -exempt municipal obligations acceptable to US that the designation of this Lease as a "qualified vex -exempt obligation' will not be adversely affected. 23. CHOICE OF LAW; JURY TRIAL WAIVER. This Lease shall be govemed and consbued in accordance with the laws of the state where YOU are located. To the extent permitted by law, YOU agree to waive YOUR rights to a trial by jury. 24. ENTIRE AGREEMENT; SEVERABILITY; WAIVERS. This Lease contains the entire agreement and understanding. No agreements or understandings are binding on the parties unless set forth in writing and signed by the parties. Any provision of this Lease which for any reason may be held unen- forreable in any jurisdiction shall, as to such jurisdiction, be ineffective without invaliding the remain- ing provisions of this Lease. THIS LEASE IS NOT INTENDED FOR TRANSACTIONS WITH AN EQUIP- MENT COST OF LESS THAN $1,000. 25. FACSIMILE DOCUMENTATION. YOU agree that a facsimfe copy of this Lease with facsimi- le signatures may be treated as an original and will be admissible as evidence of this Lease Page 2 of 2 ®2011 All %gee sesevel. Printed in tee US A 0?PF00C041wl 3111 07Pf00C041v4 ATTACHMENT 1 Lease Payment Schedule • • STATE AND LOCAL GOVERNMENT LEASE- PURCHASE AGREEMENT LESSOR: BE 'AGE LANDEN PUBLIC FINANCE LLC LESSEE. City of Seal Beach LEASE NUMBER: PUB 11156 LEASE COMMENCEMENT DATE: dune 7 20 12 Payment Numier Payment Dale Ronlal Payment Inleresl Poltion Prindpal Portion Balance Purchase Price Loan 91242012 0.00 0.00 0.00 55,310.92 0.00 1 0/24/2012 1,064.18 267.34 796.84 54,514.08 56,149.50 2 1242012 1,064.18 263.49 800.69 53,713.39 55,324.79 3 2242012 1,064.18 259.62 804.56 52,906.63 54,496.09 4 1242013 1,064.18 255.73 808.45 52,100.38 53,663.39 5 2/24/2013 1,664.18 251.82 812.38 51,288.02 52,820.66 6 3/24/2013 1,064.16 247.89 618.29 50,471.73 51,985.88 7 4/24/2013 . 1,064.18 243.95 820.23 49,851.50 51,141.05 8 5242013 1,064.18 239.98 82420 48,827.30 50,202.12 9 6/24/2013 1,084.18 236.00 828.18 47,999.12 49,439119 10 7/24/2013 1,064.18 232.00 832.18 47,166.94 46,581.95 11 8242013 1,064.18 227.98 836,20 46,330.74 47,720.66 12 9/2412013 1,064.18 223.93 840.25 45,490.49 46,855.20 13 0/24/2013 1,064.18 219.87 844.31 ' 44,648.18 45,985.57 14 124/2013 1,084.18 215.79 848.39 43,797.79 45,111.72 15 2242013 1,004.18 211.89 852.49 42,945.30 44,233.66 16 124/2014 1,064.18 207.57 858.61 42,088.69 43,351.35 17 224/2014 1,064.18 , 203.43 860.75 41,227.94 42,464.78 18 3242014 1,084.18 19927 8644.91 40,363.03 41,573.92 19 4/24/2014 1,064.18 195.09 869.09 39,493.94 40,678.76 20 5242014 1,084.18 190.89 873.29 38,620.65 39,779.27 21 6/24/2014 1,064 18 186.67 877.51 37,743.14 38,875.43 22 7/24/2014 1,064.18 182.43 881.75 36,861.39 37,96723 23 82412014 1,064.18 178.16 888.02 35,975.37 37,054.63 24 9242014 1,064.18 173.88 890.30 35,085.07 36,137.82 25 0242014 1,064.18 189.58 894.60 34,190.47 35,216.18 28 1242014 1,064.18 165.26 898.92 33,291.55 34,290.30 27 2/24/2014 1,064.18 160,91 903.27 32,388.28 33,359.93 28 1/24/2015 1,064.18 156.54 907.64 31,480.64 32,425.06 29 2242015 1,064.18 152.16 912.02 30,568.62 31,485.68 30 3242015 1,064.18 147.75 916.43 29,652.19 30,591.76 31 4/24/2015 1,064.18 143.32 920.66 28,731.33 29,593.27 32 5242015 1084.18 138.87 925.31 27,806.02 28,040.20 33 624/2015 1,064.18 134A0 929.78 26,878.24 27,882.53 34 7242015 1,064.18 129.90 934.26 25,941.96 28,720.22 35 8242015 1,064.18 125.39 938.79 25,003.17 25,753.27 38 9242015 1,064.18 120.85 943.33 24,059.84 24,761.64 $4984.90 California Tax included in the financed amount. LESSEE Signature �� i Dale al I a- Print Name- (LA__ l R a 0f 2 =atom 1141s neat. Paled In MUSA 0mftae042, 11110 ATTACHMENT 1 Lease Payment Schedule • • STATE AND LOCAL GOVERNMENT LEASE - PURCHASE AGREEMENT LESSOR: GE LADE LANDEN PtJBL1C FINANCE LLC I FSSEE: City of Seal Beach LEASE NUMBER. PUB 11156 LEASE COMMENCEMENT DATE June 7 20 12 Payment Number Paymanl Dale Rental Paymenl Inlered Portion Pdndpal Potion Balanm Purchase Prim 37 1024/2015 1,064.18 116.29 94789 23,111.85 23,80531 35 11242015 1,064.18 111.71 952.47 22,159.46 22,824.26 39 12242015 1,064.18 107.10 957.08 21,202.40 21838.47 40 01242016 1,064.18 102.48 961.70 20.24870 20,847.92 41 02242016 1,064.18 97.83 986.35 19,274.35 19852.58 42 032412016 1,064.18 93.18 971.02 18,303.33 18,852.43 43 04242016 1,064.18 88.47 975.71 17,327.82 17,847.45 44 05/24/2016 1,064.18 83.75 980.43 16,34719 16,837.61 45 0624/2016 1,064.18 79.01 985.17 15,362.02 15,822.86 46 07242016 1,064.18 74.25 989.93 14,372.09 14,803.25 47 08242016 1,064.18 69.47 994.71 13,377.38 13,778.70 48 09242018 1,064.18 84.68 999.52 12,377,86 12,749.20 49 10242016 1,064.18 59.83 1,004.35 11,373.51 11,714.72 50 11242016 1,064.16 54.97 1,009.21 10,364.30 10.675.23 51 1224/2016 1,084.18 50.09 1,014.09 9,350.21 9,630.72 52 01242017 1,084.18 45.19 1,018.99 8,331.22 8,581.16 53 02242017 1,064.16 4027 1,023.91 7,307.31 7,528.53 54 0324/2017 1,064.18 3532 1,028.86 6,278.45 6,466.80 55 0424/2017 1,084.18 30.35 1,033.83 5,244.62 5,401.96 56 05/24/2017 1,064.18 25.35 1,038.83 420579 4,331.96 57 08242017 1064.18 20.33 1,043.85 3,161.94 3,256.80 58 07242017 1,064.18 1528 1,048.90 2,113.04 2,176.43 59 08242017 1,084.18 1021 1.053.97 1,059.07 1,090.84 60 09242017 1064.18 5.11 1,059.07 0.00 0.00 Grand Totals 63,850.80 8,539.88 55,310.92 LESSEE Signature: Print Nacre: Ogle: 9 a+ a- I LL Page.2_ eI 2 ale /1 RAIN li mo:IRFA4 hi the u SA C/W010Qd 1410 U- 0 ATTACHMENT 2 • • STATE AND LOCAL GOVERNMENT LEASE - PURCHASE AGREEMENT EQUIPMENT DESCRIPTION Quantity 1 Description/Serial No. /Model No. Location Canon 6065 Copier with Attachments 911 Seal Beach Blvd Serial # Seal Beach, CA 90740 Canon 1740if Copier with Attachments Serial # 2 Canon 2030 Copiers with Attachments Serial # 1 Canon 1030if Copier with Attachments Serial # 1 Sharp #70 Aquos Interactive Display Serial # LESSEE Signature: Print Name: Date: 02010 MI Pipits Reswd Printed in the U SA 10PFOOC 159v19/10 • 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 De Lage Landen Public Finance LLC, as Lessor, and City of Seal Beach , 20 t? between , as Lessee. In accordance with the State and Local Government I rase 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. (SEAL) •�_ j m Lessee City of /.,'i aCity Beach ��((// Signature' Print Name LL v lG..{ � f�l RAM Title CT- 411( anACI r/ 02009 NI PigIttnmved Pridet mole OSA 07PF90c055v13m • BILLING INFORMATION PLEASE COMPLETE THIS FORM AND RETURN WITH DOCUMENTS In order for De Lage Landen Pubic Finance LLC complete this form and return it with the signed documents. G/- /7 DF' feal 13e 0%- 2// 8/1" 6f"yeed Billing Name: Billing Address: to properly bill and credit your account, it is necessary that you -let./ ,Brach. (4 90 7Lio A Attention- AecoNm . #& 0& /es (Name o�dividual who will process payments) Telephone Number. 3g 02 -4/3 / -asa7 exi / co 2- FEDERAL Ink: 95=6040799 Primary Contact Name. 4/4 rut- -21-lean ��/{ 6 2 -qJ,- .?Sa?'eptf /330 Primary Contact Number INSURANCE INFORMATION Insurance Agent: 8 t ,fhi a } Po tPlegS MOW Policy Number. LL Telephone Number: (s0-) 11 - $'IGO Fax Number: This form completed by: (Name and Title) CONTACT INFORMATION FOR 8038 FILINGS `. Contact Name: with Tide: • A /a.irw 14012,,--1 -,EN� `, rd nee / t r tasty Contact Address: with Email: Q hpa ✓1g7 �Sea/hea cC C4, J q0✓ Contact Telephone Number 561 -�/,S -02 Ca 9 e� k /-33 08PFO00086v1 01011 NI atoms Roaval Printed In the US A OBPFe00086v1 1/11