HomeMy WebLinkAboutCC AG PKT 2014-04-28 #E SEAL*',N
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AGENDA STAFF REPORT i
DATE: April 28, 2014
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Patrick Gallegos, Administrative Manager
SUBJECT: COPIER/PRINTER LEASE AND MAINTENANCE
AGREEMENTS
SUMMARY OF REQUEST:
That the City Council adopt Resolution No. 6451 approving an agreement with
De Lage Landen Public Finance LLC for the lease of copiers and printers for City
Hall and an agreement with C3 Office Solutions for maintenance services for the
same.
BACKGROUND AND ANALYSIS:
City Hall 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, consurnables (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."
The printers in City Hall 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
volumes. Other users are required to use multiple devices to complete one job
that requires scanning, emailing, and faxing.
Due to the failing equipment, high equipment costs, and high toner costs, City
staff, with assistance from their IT provider Synoptek, conducted an assessment
with C3 Office Solutions to assess the current workflow of City Hall, assess the
current volumes being printed, and make an operational recommendation. C3
Office Solutions is the same vendor that was the lowest bidder and awarded an
agreement (on July 23, 2012) to provide maintenance service for the copiers and
printers at the police department and public works yard. Consequently, City staff
is now recommending utilization of C3 Office Solutions as the service provider for
City Hall.
Agenda Item — E
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 a 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
August 1, 2008 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 Enabling 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).
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 City Hall. The
current fees are $3,796.82 per month. The pricing under the new Agreement
would be $3,169.17 per month.
Vendor Monthly Costs Yearly Costs
Current Costs (Ricoh) $3,796.82 $45,561.84
Future Costs (C3) $3,169.17 $38,030.04
Savings $627.65 $7,531.80
Page 2
RECOMMENDATION:
That the City Council adopt Resolution No. 6451 approving an agreement with
De Lage Landen Public Finance LLC for the lease of copiers and printers for City
Hall and an agreement with C3 Office Solutions for maintenance services for the
same.
SUBMITTED BY: NOTED AND APPROVED:
t�'j, &Ae: ��,'(:�."
Patrick Gallegos II Ingram, City Mi�ager
Administrative Manager
Attachments:
A Resolution No. 6451
B. De Lage Leasing Agreement
C. C3 Office Solutions Maintenance Agreement
D. Master Enabling Agreement
E. Seal Beach Addendum
Page 3
RESOLUTION NUMBER
A RESOLUTION OF THE SEAL BEACH CITY COUNCIL
APPROVING A CONTRACT WITH DE LAGE LAN0EN 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 Loge Landan Public Finance LLC for copier and printer leasing services
dated April 28. 2014(''LeasaAgreement").
Section 2. The City Council hereby approves that certain agreement
with C3 Office Solutions for copier and printer maintenance services dated April
28, 2014 inclusive of the Seal Beech Addendum thereto of the same date
("Service Agreement"),
Section 3. The City Council hereby authorizes and directs the City
Manager hz execute the lease agreement and service agreement nn behalf ofthe
City.
PASSED. APPROVED and ADOPTED by the Seal Beach {]h/ Council at
regular meeting held on the_28th day of_ April _.2D14by the following vote:
AYES: Council Members
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members
Mayor
ATTEST:
City Clerk
STATE OF CALIFORNIA }
COUNTY OFORANGE ) SS
CITY OF SEAL BEACH )
|. Linda Devine, City Clerk of the City of Seal Baoch, do hereby certify that the
foregoing resolution is the original copy of Resolution Number_f451on file in
the office of the City C!nrk, paoaed, approved, and adopted by the City Council at
a regular meeting held on the_-281h---day of April .2O14.
City Clerk
ATTACHMENT "B"
DeLage Leasing Agreement
3
OfficeSolutions
o r v;n g C a I i �Z,,7-Y,.7,
City Of Seal Beach Implementation Schedule
8/5/2013 - Initial walk through of City Hall
1/24/2014—Second walk through of City Hall, post construction
1/29/2014— Presentation of findings and solutions with Vikki and Patrick
1/30/2014—Contracts and implementation schedule emailed to Vikki
2/4/2014— Contracts enter legal for approval
4/28/2014 — Contracts approved by council for signature by City Manager
4/30/2014 — Executed lease documents are given to C3
5/1/2014— Machines are ordered for City Hall
5/5/2014— Pre installation call with Synoptek
5/12/2014— Machines are delivered to City Hall and installed
5/14/2014— Machines are delivered to offsite locations
5/12/2014 to 5/16/2014—Training for staff on how to use devices
5/21/2014— Follow up evaluation and training meeting
Chris Huang
Assistant Sales Manager ChrisH@C3os.com 714-689-1700
DOCUMENTATION INSTRUCTIONS FOR �� �m1�m
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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 LEASE-PURCHASE
1. Bank Qualification Sa:dmw
~ Read and check box ifappropriate
2. Lessee Signature
~ Print name,title,sign and date(must he authorized officer)
"
Print name,title,sign and date
"
Print name,UUa,sign and date
|\L 'STQ��S11P_EC|FIlC/Q]O£N0_A--------- ���-_
Required for: AR,AZ,CO,FL,GA,KS,LA,MI,NC,NJ,NM,NY,VM.OK,&T%
^ Print name,title,sign,date and attest when required
V. _ACCEPTANCE CERTIFICATE S UNTIL ALL EQUIPMENT HAS BEEN-RECEIVED AND |S|N-FULL WORKING iORDER
,
Print name,title, sign and date
VI. 8038 OR 0
the*enclo-s-e d__f_o__rm*i*s* aSAMPLEo_n_1y. _Th_e actual_803_8G o-r—R-M-11-1-Ne morn-p—leted-and-se—nt to*,you—for your—s-igna—ture-a—fter—closing,—with inst—ruc-
8nnxtnneturnthoobg|nu|touxotyouroadiostcnnvonianco. TNm|ubn|ngUono|nmmnrdunoowiNtho|ntema|RmmnuoOumimrogu|atinnm.
Vill. ADDITIONAL DOCUMENTATION THAT MUST
�
Insurance CerK|m$for _-____- _____ und/or Its Assigns as"loss payee"|o
the address listed below.The certificate must also show the physical address where the equipment is located or the phrase"throughout juris-
diction"may be used. Must also list amount being financed.
O Insurance Certificate for Liability-Umt—.. _ and/or Its Assigns ax^zadd|Uona|insured.
Vendor Invoice listing customer as both bill to and ship to party(to be provided by vendor)
Vi Completed Billing information form
O Advance payment check made payable to ____--
L] State sales tax exemption certificate
L]
ALL DOCUMENTATION SHOULD BE RETURNED VIA FAX OR EMAIL AS FOLLOWS:
Attention: THERESAVETTER _
Email: _____------------- .....
____ '
Or Fax number: (800)700-4648
Lmmm PmoeownO Center
1111 Old Eagle School Road
P.
Wayne, PA1&OO7
800)700-4643
CM
CL
co
313 All Rights Rmirved,Noted in the 05A.08HOM73Y4 12113
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
NOR Legal Name Phone muntbio
CITY OF SEAL BEACH 562 431-2527
OBA Rama(it all Purchase Order migurtinor Nell
ly --------------- ------
Soup. Zip Send Ill to Mandan at:
211 8th Street Seal Beach CA 90740
Etfilifirl Make Metal No, Sal Neinfiff Ommuiptioma(Masir Se{kvate Schiall 11 N=WY—)
See Attachment 2-Equipment Description
-------------- ------ ------ ------ ...........
Eglinjanere Location(11 not same as above) State Zip-—----------
Nombef of Leas,Payments j Lease Pariveres,
60 See Lease Parymarill Scluskile Attached as Practical I
-. FufiLeaseTearn{inMrxths} paernem Flannel Sycheckinfiltiaboribsew,YOU hereby mekinalre his Lease as a'qualified lax-exeinit obligation"as dulaked in
Section 2654b)3)M)of the forrenall Rcyrnil Code and represent that ilia aggregate tati,amount or all lax-orremild
Vikkanner ores lions(ex"luding fidyale activity oul often d an qualified 501(c)(3)bonds)issuedlor to be isused by YOU
N
ares - to
,U
60 2 Quarterly and YOUR stbWdioare eoldies during routendaryear in which WE hand Hes Lease isil reasonably excl-cusl
a real,$10 Hill
Semiannually
eKcffd$10,00,000
Annul
Other Bank Duarrealion Elected
Earl of Lose Option:$1
TERMS AND CONDITIONS
Please read YOUR copy of this State and Local Government Lease-Purchase Agreement("Lease")carefully and feel free to ask US arty 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 Landon 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(ram US,the equipment listed above(and on any attached schedule)including all replacernemparts,reports,additions and accessories
("Equipment")on the forms and conditions of this Lease and on any attached schredl
2. TERM.This Lease is effective on the date when the term of this Lease and YOUR obligation to pay rent commerce,which date shall be the date that funds are advanced by US to YOU,the vendor of the
Equipment or an escrow agent for the purpose of paying or reimbursing all or a portion of the cost of the Equipment(the"Commencement Cate")and continues thereafter for an original term("Original Term")
ending at the end of YOUR budget year In effect on the Commencement Date and maybe continued by YOU for additional one-year renewal terms("Renewal Terms')coinciding with YOUR budget year up to the
total number of months indicated above as the Full Lem 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 continued 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.Asset forth in the Lease Payment Schedule,a portion of each Lease Payment
is paid as,and represents 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,selolf
or counterclaim except as provided in Section S.THIS LEASE IS NON-CANCELABLE EXCEPT AS PROVIDED IN SECTION 5.
3. LATE CHARGES.11 a Lease Payment Is not made on the date when due,YOU will pay US a late charge at the rate of 18%per annum at the maximum amount permitted by law,whichever is less,
from such dale.
4. CONTINUATION OF LEASE TERM.YOU currently intend,subject to Section 5,to 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 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,including making 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 it that portion of the budget Is not approved,Notwithstanding the foregoing,the decision whether to budgeter appropriate
lunds and to extend this Lease for any Renewal Term is solely within the discretion of YOUR governing body.
5. NONAPPROPIRIATION.YOU are obligated only to pay such Lease Payments under this Lease as may tawfulhr be made from funds budgeted and appropriated for that purpose during YOUR then current
budget year.It YOU fall 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 boomed terminated at the end of the
then current Original Term or Renewal Term,YOU agree to deliver written notice to US of such termination at least 90 clays 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.
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 all 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 DR 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 INCLUDED IN THE
COSTS Or THE EQUIPMENT TO US).IF REQUESTED,YOU WILL SIGN A SEPARATE EQUIPMENT DELIVERY AND ACCEPTANCE CERTIFICATE.WE MN(AT OUR DISCRETION CONFIRM BY TELEPHONE THATYOU HAVE
ACCEPTED THE EQUIPMENT AND THAT TELEPHONE VERIFICATION OF YOUR ACCEPTANCE OF THE EQUIPMENT SHALL HAVE THE SAME EFFECT AS SIGNED DELIVERY AND ACCEPTANCE CERTIFICATE.
(Terms and Conditions continued on the reverse side at this Lease.)
Y
vTerms to all at Hie Torms and Conditions contained in both sides at this Leal and in any VaCiliesnis losarl Law Sigaidure Cale
ild which are included by rell am triennia part of this Lease.YOU aGeimleduce to have.frAd and agr"d to all Hirr
terms and Conditions- Prip'l Name.
You agree that this is a man-cancialabho lease.The Equipment is: NEW USED Ttil__ -, -"'
L
Print
Nara
g
r 0 a
E LAN DE
66
Y.
Signature Care.
Sk
For
DE LAGE LANDEN PUBLIC FINANCE LLC
Lease Number
P Oiiiii Name PUS 13266
Lease Data
May 7 2014
Corturrolion
CITY OF SEAL BEACH Visidur I.D Nigel
6D6 1
BY
Sil
YOU
(tE43CuiuSf6E _J K6061
Page I or 2
leg-
B. TITLE,PERSONAL PROPERTY,LOCATION,INSPECTION,NO MODIFICATIONS OR ALTER- at least 60 days'prior written notice to US and payment in full to US of Life Lease Payments and all
ATIONS.YOU have title to the Equipment:provided that title to the Equipment will immediately and other amounts then due plus the then app'icabie Purchase Price set forth On the Lease Payment
without any action by YOU vest in US,and YOU shall immediately surrender possession of the Schedule;or(c)it substantial damage to or destruction or condemnation of substantially all Of the
Equipment to US,(a)upon any termination of this Lease other than termination pursuant to Section Equipment has occurred,on the day specified in YOUR written notice to US of YOUR exercise of the
17 or(b)it YOU ate in default of this Lease.It is the intent of the parties hereto that any transfer of purchase option upon at least 60 days'prior notice to US and payment in full to US of the Lease
title to US pursuant to this Section shall occur automatically without the necessity of any bill of sale, Payments and all other amounts than due plus the then applicable Purchase Price set forth on the
certificate of title or other instrument of conveyance.YOU shall,nevertheless,execute and deliver Lease Payment Schedule.
any such instruments as WE may request to evidence such transfer.As security for YOUR obliga• 18.REPRESENTATIONS AND WARRANTIES.YOU warrant and represent as follows:(a)YOU
tions hereunder,WE retain a security interest in the Equipment and all proceeds thereof.YOU have are a public body corporate and politic duly organized and existing under the constitution and laws of
the right to use the Equipment during the term of this Lease,except as otherwise expressly set forth YOUR Slate with full power and authority to enter into this Lease and the transactions contemplated
in this Lease.Although the Equipment may become attached to real estate,it remains personal hereby and to perform all of YOUR obligations hereunder;(b)YOU have duly authorized the execu-
property,YOU agree not to alter or modify the Equipment or permit a lion to be placed upon the lion and delivery of this Lease by proper action by YOUR governing body at a meeting duly called,
Equipment or to remove the Equipment without OUR prior written consent.If WE feel it is neces- regularly convened and attended throughout by the requisite majority of the members thereof or by
sary,YOU agree to provide US with waivers of interest of liens f,-om anyone claiming arty interest other appropriate official approval,and aft requirements have been met and procedures have occurred
in the real estate an which any items of Equipment is located.WE also have the right,at reason- in order to ensure the validity and enforceability of this Lease:(c)YOU have complied with such pub-
able times,to inspect the Equipment. tic bidding requirements as may be applicable to this Lease and the acquisition by YOU of the
9. MAINTENANCE.YOU are required,at YOUR own cost and expense,to keep the Equipment Equipment;(d)all authorizations,consents and approvals of governmental bodies or agencies
in good repair,condition and working order,except for ordinary wear and tear,and YOU will supply required in connection with the execution and delivery by YOU of this lease or in connection with the
all parts and serviong required,All replacement parts used or installed and repairs made to the carrying out by YOU of YOUR obligations hereunder have been obtained:(e)this Lease constitutes
Equipment will become OUR property. the legal,valid and binding obligation of YOU enforceable in accordance with Its terms,except to the
YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR PROVIDING ANY REQUIRED extent limited by applicable bankruptcy,insolvency,reorganization or other laws affecting creditors'
MAINTENANCE AND/OR SERVICE FOR THE EQUIPMENT YOU WILL MAKE ALL CLAIMS FOR SERV- rights generally;(f)YOU have,in accordance with the requirements of law,fully budgeted and appru-
ICE AND/OR MAINTENANCE SOLELY TO THE SUPPLIER AND/OR MANUFACTURER AND SUCH priated sufficient funds for the current budget year to make the Lease Payments scheduled to come
CLAIMS WiLL NOT AFFECT YOUR OBLIGATION TO MAKE ALL REQUIRED LEASE PAYMENTS, due during the current budget year and to meet YOUR other obligations under this Lease for the cur-
18. ASSIGNMENT.YOU AGREE NOT TO TRANSFER,SELL,SUBLEASE,ASSIGN,PLEDGE OR rent budget year,and those funds have not been expended for other purposes;(g)the Equipment Is
ENCUMBER EITHER THE EQUIPMENT OR ANY RIGHTS UNDER THIS LEASE WITHOUT OUR PRIOR essential to YOUR tunctions or to the services YOU provide to YOUR citizens,YOU have an immedl-
WRITTEN CONSENT:YOU agree that WE may sell,assign or transfer this Lease and,if WE do,the ata need for the Equipment and expect to make immediate use of the Equipment,YOUR need for the
new owner will have the same rights and benefits that WE now have and will not have to perform any Equipment is not temporary and YOU do not expect the need for any item of the Equipment to dimin-
of OUR Obligations and the rights of the new owner will not be subject to any claims,counterclaims, ish in the foreseeable future,including the Full Lease Term,and the Equipment will be used by YOU
defenses or set-offs that YOU may have against US.YOU hereby appoint Municipal Registrar Services only for the purpose of performing one or more of YOUR governmental or proprietary functions con-
(the"Registrar")as YOUR agent for the purpose of maintaining a written record of each assignment sistent with the permissible scope of YOUR authority and will not be used in the trade or business oI
In form necessary to comply with Section 149(a)of the Internal Revenue Code of 1986,as amended. any other entity or person;and(h)YOU have never failed to appropriate or otherwise make available
No such assignment shall be binding on YOU until the Registrar has received written police from the funds sufficient to pay rental or other payments coming due under any lease puchase,installment
assignor of the name and address of the assignee. sale or other similar agreement.
11. LOSS OR DAMAGE.YOU are responsible for the risk of loss or destruction of,or damage to 19. UCC FILINGS AND FINANCIAL STATEMENTS.YOU authorize US to file a financing state-
the Equipment No such loss or damage relieves YOU from any obligation under this Lease.if any of ment with respect to the Equipment.It WE feel it is necessary,YOU agree to submit financial state-
the Equipment is damaged by fire or other casualty or title to,or the temporary use Of,arty of the ments(audited it available)on a quarterly basis.
Equipment is taken under the exercise of the power of eminent domain,the net proceeds("Net 28. UGC-ARTICLE ZA PROVISIONS.YOU agree that this Lease is a Finance Lease as that term
Proceeds")of any insurance claim or condemnation award will be applied to the prompt replacement, is defined in Article 2A of the Uniform Commercial Code("UCC").YOU acknowledge that WE have
repair,restoration,modification or improvement of that Equipment,unlessYOU have exercised YOUR given YOU the name of the Supplier Of the Equipment.WE hereby nobly YOU that YOU may have
option to purchase the Equipment pursuant to Section 17.Any balance of the Net Proceeds remain- rights under the contract with the Supplier and YOU may contact the Supplier for a description of any
ing after such work has been completed shah be paid to YOU. rights or warranties that YOU may have under this supply Contract.YOU also waive any and all rights
12.INDEMNITY.WE are not responsible for any losses or injuries caused by the manufacture, and remedies granted YOU under Sections 2A-508 through 2A-522 of the UGG,
acquisition,delivery,Installation,ownership,use,lease,possession,maintenance,operation or rejec- 21.TAX EXEMPTION.YOU will comply with all applicable provisions of the Internal Revenue
tion of the Equipment or defects in the Equipment.To the extent permitted by law.YOU agree to rein- Code of 1986,as amended,including without limitation Sections 103 and 148 thereof,and the appii-
bursa US for and to defend US against any claim for losses or injuries relating to the Equipment.This cabe regulations thereunder to maintain the exclusion of the interest portion of the Lease Payments
indemnity will continue even after the termination of this Lease. from gross income for purposes of federal income taxation.
13.TAXES.YOU agree to pay all applicable license and registration fees,sale and use taxes,per- 22, BANK QUALIFICATION.If YOU checked the"Bank Qualification Elected"box on the front
sonal property taxes and all other taxes and charges,relating to the ownership,leasing,rental,sale, page of this Lease YOU and all YOUR subordinate entities will not issue in excess of S10,000,000 of
purchase,possession or use of the Equipment(except those based on OUR net income).YOU agree qualified tax-exempt obligations(including this Lease but excluding private activity bonds other than
that it WE pay any taxes or charges,YOU will reimburse US for all such payments and will pay US qualified 501(c)(3)bonds)during the calendar year in which WE fund this Lease without first obtain-
interest and a late charge(as calculated in Section 3)on such payments with the next Lease Payment, ing an opinion of nationally recognized counsel in the area of tax-exempt municipal obligations
plus a fee for OUR collecting and administering any taxes,assessments or lees and remitting them acceptable to US that the designation of this Lease as a"qualified tax-exempt obligation"will not be
to the appropriate authorities. adversely affected.
14.INSURANCE.During the term of this Lease,YOU will keep the Equipment insured against all 23.CHOICE OF LAW;JURY TRIAL WAIVER.This Lease shall be governed and construed in
risks of loss or darnage in an amount not less than the replacement cost of Ste Equipment,without accordance with the laws of the state where YOU are located.To the extent permitted by law.YOU
deductible and without co-insurance.YOU will also Obtain and maintain for the term of this Lease, agree to waive YOUR rights to a trial by jury.
comprehensive public liability insurance covering both personal injury and property damage Of at 24.ENTIRE AGREEMENT;SEVERABILITY,WAIVERS.This Lease contains the entire agreement
least 5100,000 per person and$300,000 per occurrence or bodily injury and S50,000 for property and understanding,No agreements or understandings are binding on the parties unless set forth in
damage,WE will be the safe named less payee on the property insurance and named as an addition- writing and signed by the parties.Any provision of this lease which for any reason may be held unen-
al insured on the public liability insurance.YOU will pay all premiums for such insurance and must forceable in any jurisdiction shall,as to such jurisdiction,be ineffective without invaliding the remain-
deliver proof of insurance coverage satisfactory to US.if YOU do not provide such insurance,YOU ing provisions of this Lease.THIS LEASE IS NOT INTENDED FOR TRANSACTIONS WITH AN EQUIP-
agree that IAE have the right,but not the obligation,to obtain such insurance and add an insurance MENT COST OF LESS THAN 51,000,
fee to the amount duo from you,on which we make a profit. 25. FACSIMILE DOCUMENTATION,YOU agree that a facsimile copy of this Lease with facsImi-
15. DEFAULT.Subject to Section 5,YOU are in default of this Lease if any of the following le signatures may be treated as an original and will be admissible as evidence of this Lease.
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 on YOU
undergo a substantial deterioration in YOUR financial condition,or(d)YOU file or have filed against
YOU a petition for liquidation,reorganization,adjustment of debt or similar relief under the Federal
Bankruptcy Code or any other present or future federal or state bankruptcy or insolvency 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 life 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%Y per year from the date of default until paid,but in no event more than the
maximum rate permitted by taw;charge YOU a feturn-check Or non-sufficient funds charge("NSF
Charge")of$25.00 far a check that is returned for any reason;and require that YOU return the
Equipment to US and,if YOU fail to return the Equipment,enter upon the premises peaceably with or
without hot process where the Equipment is located and repossess the Equipment.Such return or
repossession of the Equipment will not constitute a termination of this Lease unless WE expressly
notify YOU irf writing,if the Equipment is returned of repossessed by US and unless WE have termi-
nated this Lease,WE mill 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 attar
deducting the costs and expenses of such sale or rel-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(f)all expenses incurred by US in connection with the enforcement
of any remedies,including all expenses of repossessing,storing,shipping,repairing and selling the o
Equipment,and(if)reasonable attorneys"lees, cv
17, PURCHASE OPTION.Provided YOU are not in default,YOU shall have the option to purchase p
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 still in effect L-
on that day,upon payment In full of Lease Payments and ail 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
home 2 of 2 X2012 All hirthts Rls x,ed.FAniet io ilre US A.IMTOC207 4112
ATTACHMENT 1 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 1326,6
LEASE DATE: . ....... 20 14
Lease Payments are due on each periodic anniversary of the Commencement Dale that occurs during the Full Lease Term until all of the payments set forth below have been
received by US,The period for each periodic anniversary is monthly 111111111.............................. –_._as speciled in the Payment Frequency box of this Lease.It the Comrnencernem
Date occurs on the 291h,30th or 31st day of any month,the periodic anniversary will be deemed to occur on the 1st day of the month,commencing on the 1st day of the
second succeeding month after the month of such Commencement Date,
Payment Number Rental Payment interest Portion Prmcitual Portion Balance Purchase Price
—---------
Loan 0.00 OM 0.00 125,961,34 0.00
1 2,334,06 44621 1,887.85 124,073,49 127,795,69
2 2,334.06 439-52 1,894.54 122,178.95 125,844.32
3 2,334Z6 432.81 1,901.25 120,277.70 123,866.03
4 2,334,06 426.08 1,907.98 118,369.72 121,920,81
5 2,334.06 419.32 1,914.74 116,454.98 119,948,63
6 2,334.06 412.53 1,921.53 114,53145 117,969,45
7 2,334.06 405.73 1.928.33 112,605.12 115,963.27
8 2,334,06 398,90 11,935 16 110,669.96 113,990,06
9 2,334.06 392.04 1,94Z02 108,727.94 111,989,78
10 2,334.06 38516 1,948.90 106.7M04 109,982.41
11 2,334.06 378.26 1,955,80 104,823.24 107,967.94
12 2,33406 37123 1,962,73 102,86051 105,946.33
13 2,334,06 364.38 1,969,68 100,890.83 103,917,55
14 2,334,06 357.40 1,976.66 98,914.17 101,881,60
15 2,334,06 350,40 1,983,66 96,930,51 99,838,43
16 2,334.06 34137 1,990,69 94,939.82 97,788.01
17 2,334,06 33622 1,997.74 92,942.08 95,730.34
18 2,33406 329.24 2,004,82 90.937.26 93,665.38
19 2,334,06 322,14 2,011.92 88,925.34 91.593.10
20 2,334.06 315.01 2,019.05 86,90629 89,513.48
21 2,334,06 307.86 2,02620 84,880.09 87,426.49
22 2.334.06 300.68 2,033.38 82,846.71 85,332.11
23 2,334.06 293.48 2,040.58 80,806.13 83,230-31
24 2,334,06 286.25 2,047,81 78,758,32 81,121,07
25 2,334,06 279.00 2,055,06 76,703,26 79,004.36
26 2,33406 271.72 2,062,34 74,640.92 76,880,15
27 2,334.06 264.41 2,069,55 72,571.27 74,74841
28 2,334.06 257,08 2,076.98 70,49419 72,609.12
29 2,334,06 249,72 2,084.34 68,409.95 70,46225
30 2,334,06 242.34 2,091.72 66,318.23 68,307,78
31 2,334.06 234,93 2,099,13 64,219.10 66,145.67
32 2,334,06 22749 2,106.57 62,112.63 63,975.91
33 2,334,06 220.03 2,114.03 59,998.50 61.79846
34 2,334,06 212.54 2,121.52 57,876,98 59.613.29
35 2,334.06 205,03 2,129.03 55,747,95 57,420.39
36 2,334,06 197.48 2,136,58 53,611,37 55,219,71
................... —------------
Sales tax of _?,330,47--------------- is included in the financed amount shown above,
ca
cli
Lessee Signalurn: . .............. ................. . --- ----
CL
Print Name, Title:._C14
Nv' 1 or 2... �2012 All fllghis Rmavad,Pritilti is the SA 12PFDOC224 IV12
ATTACHMENT 1 STATE AND LOCAL GOVERNMENT LEASE-PURCHASE AGREEMENT
Lease Payment Schedule
LESSOR: _DE LADE LANCEN PUBLIC FINANCE LLC
LESSEE: CITY OF SEAL BEACH
LEASE NUMBER: PUB 13266 ....
LEASE DATE: May 7_ .20 14
Lease Payments are due on each periodic anniversary of the Commencement Date that occurs during the Full Lease Term until all of the payments set forth below have been
received by US.The period for each periodic anniversary is as specified in the Payment Frequency box of this Lease.If the Commencement
Date occurs on the 29th,30th or 31st day of any month, the periodic anniversary will be deemed to occur on the 1st day of[he month,commencing on the 1st day of the
second succeeding month after the month of such Commencement Date.
Payment Number Rental Payment interest Porten Principal Portion Balance Purchase Price
37 2,334,06 189.91 2,144,15 51,467,22 53,011,24
38 2,334,06 182.32 2,151,74 49,315.48 50,794.94
39 2,334.06 174.70 2,159,36 47,156.12 48,570.80
40 2,334.06 167.05 2,167.01 44,989.11 46,338.78
41 2,334.06 159.37 2,174,69 42,814.42 44,098.85
42 2,334,06 151.67 2,182.39 40,632.03 41,850.99
43 2,334.06 14194 2,190.12 38,441,91 39,595.17
44 2,334.06 136,18 2,197.88 36,244.03 37,331.35
45 2,334.06 128,39 2,205,67 34,038.36 35,059.51
46 2,334.06 120.58 2,213,48 31,824.88 32,779.63
47 2,334,06 112.74 2,221.32 29,603.56 30,491.67
48 2,334,06 104.87 2,229.19 27,374.37 28,195.60
49 2,334,06 96.97 2,237,09 25,137.28 25,891.40
50 2,334,06 89.05 2,245,01 22,892.27 23,579.04
51 2,334.06 81,09 2,252.97 20,639.30 21,258.48
52 2,334,06 73-11 2,260.95 18,378.35 18,929,70
53 2,334.06 65,10 2,268.96 16,109.39 16,592.67
54 2,334,00 57.07 2,276.99 13,832,40 14,247.37
55 2,334.06 49.00 2,285,06 11,547.34 11,893,76
56 2,334.06 40.91 2,293.15 9,254.19 9,531.82
57 2,334.06 32.78 2,301.28 6,952.91 7,161.50
58 2,334.06 24.63 2,309.43 4,643.48 4,782.78
59 2,334.06 16.45 2,317.61 2,325.87 2,395,65
60 2,334,06 8,19 2,325.87 0.00 OM
Grand Totals 140,043.60 14,082,26 125,961.34
cr
C14
O
LessmSignatuvi; -------- Date:
ry
Print Name,. - --------- Title: cli
p,&ja 2 ni 2_ G2012 All Rights Resorved Prold in the US 4 12PFDOC224 11152
ATTACHMENT 2 STATE AND LOCAL GOVERNMENT LEASE-PURCHASE AGREEMENT
EQUIPMENT DESCRIPTION
LESSOR: DE LACE LANDEN PUBLIC FINANCE,L"L.C1.1 .............
LESSEE: CITY OF SEAL BEACH
LEASE NUMBER: —PUB 113226
LEASE DATE: ,___May 7-- -------
Ouantity Description/Serial No,/Modal No. Location
------------- —----------
New Canon 5235 Digital Copier with Attachments 211 8th Street
Seal Beach,CA 90740
SIN:
New Canon 5260 Digital Copier with Attachments
SIN:
I New Canon 5255 Digital Copier with Attachments
SIN:
I New Canon 8285 Digital Copier with Attachments
SIN:
3 New Canon 1030 Digital Copiers with Attachments
SIN:
SIN:
SIN:
C14
cr)
to
LESSEE Siqnaluro� ---------- Date:
u-
CL
Print Narne: --- Title: -——----------
4)2012 AN Rjfts Rewmi Prinipm in the u.S,r, WrOOCIFV2 1QM2
�—Ai
BNwwVmG INFORMATION uonn "nON
PLEASE COMPLETE THIS FORM AND RETURN WITH DOCUMENTS
|o order for _ tn properly bill and credit your account and prepare the IRS Form
0038-Gs required by the IRS, i1ionecessary thoynuoomplete this form and return |t with the signed documents,
Billing Name: ___-_-___-�___-...............
_�______--
Billing Address:
Attention:
(Name of individual who will prouess payments)
Telephone Number: ..._................
FEDERAL 0#: __-__'___-__-_____- '
Primary Contact Name:'____- ...............-..... .......
Primary Contact Number:
oo you require nro.#mbo referenced nu invoices you receive from us? YES NO
PO.#: _____�-___-- __---___-__-_
ov you require summary billing? YES NO
CONTACT INFORMATION AND QUESTIONNAIRE FOR FORM OU30'GFILINGS
Contact Name:
Title:
Contact Address: _
Contact Telephone momum
Email Address:
Written Tax Compliance Pmmm8umu
Tho IRS Form mo8-G asks specific questions about whether written procedures exist with regard m compliance with the federal tax requirements Nrux-exmpt
obligations, Please answer the following questions m help uo complete the form correctly prior to your signature.Please note that your answers|o these questions will
not impact the terms u,conditions n/the subject transaction:
1 Has the Lessee established written procedures designed to monitor compliance with federal tax restrictions for the term of the lease?Arnong other
matters,the written procedures should identify a particular individual within Lessee's organization to monitor compliance with the federal tax require-
ments mlammmmumomnnanoeuasmmorm000nbe actions to be taken in the event failure to comply with federal tax restrictions is contem-
plated or discovered,
YES NN NO 00 x Yes,Please attach/provide ucopy,
Answer the following question only x proceeds o|the current financing will oo funded mun ESCROW Account.
The IRS Form B038-G asks specific questions aboutwritten procedures to monitor the yield on the investment of gross proceeds of tax-exempt obligations and,
ua necessary,make payments o,arbitrage rebate earned m the United States.
Z Has the Lessee established written procedures to monitor the yield on the investment of proceeds of the Lease nn deposit|nao escrow account v,
similar fund prior to being spent and to ensure that any positive arbitrage rebate earned is paid to the United States?
YES 00 NO 0 n Yes,please atto mmm|doonon/
LO
If you have further questions, please consult your regular bond uv legal counsel. to
cc
CJ
Go
CD
Form 8038-G Information Return for Tax-Exempt Governmental Obligations
(Rev.September 2011) 0*Under Internal Revenue Code section 149(s) OMB No.1545-0720
Department of the Treasury 10,See separate instructions.
Internal Revenue Service Caution:If the issue price is under$100,000,use Form 8038-GC.
Reporting Authority If Ap(ended RXUM,check here III ❑
I Issuer's name ssuer'seployer idennti�kQtion number(FIN}
CITY OF SEAL BEACH
3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) ' 3b Telephone be I other shown on ia
pars
4 Number and street(or P.O.box if mail is not delivered to street address) RoorrVsuite 5 Rbuort number(For IRS
211 8th Street I I
6 City,town,or post office,state,and ZIP code 7 Date of iss
Seal Beach CA 90740 i
8 Name of Issue X CUSIP number
10a Name and title of officer or other employee of the issuer whom the IRS may call for mor ormation a lob lephone number of icerlb-1 0th
ev/
instructions) em yea shown on oa
JIM Type of Issue(enter the issue price).See th Instructions and attach chedLk.
11 Education . . . . . .
12 Health and hospital . . . . . . . . . . . . . . . . 12
13 Transportation . . . . . . . . . . . . . . . . .
14 Public safety . . . . . . . . . . . . . . . . . . . . . . .
15 Environment(including sewage bonds) . . . . . . . . . . . . . . . . 15
16 Housing . . . . . . . . . . . . . . . . . . 16
17 Utilities . . . . . 17
18 Other,Describe 1111 18
19 If obligations are TANS or RANs,check ly box . . . . . . El
If obligations are BANS,check nl x 1 . . . .
20 It obligations are in the for f a lease i s Iment I heck box
Description ofjQb ligation skQomplete-1R4r the e ire Nksue for whibja this form is being filed.
(b)Issue MXX" I (d)Weighted
am?, (a)Yield
P,
ri
I ��
(a)Final maturity date at YX average maturity
1',M�- y I
21 $ $ I y ears %
Uses OPL-fteedsr of Ban Issue(inclb4jng'twderwrit*' discount)
22 Proceeds for aCC7NJinterest 'N.. . . . . . . . . . . . . . . . . . . 22
23 e pr" Of e ire issue(en amount f line 21,co n(b)) . . . . . . . 23
24 Procee used d issuance c (includi underwriters iscount). 24
25 Proceeds ad for c nhancement . . . . . . . 25
26 Proceeds all ated to o bly required re e o cement fund 26
27 Proceeds use current refu nor issues
27
ro ds used to dvance r prior issues . . . . . 28
29 Total(a lines 24 t ough 28) . . . .
296
_
30 Nonrefu ing procee of the issue ubtract 29 from line 23 and enter amount here) . . . 30
escription of RXunded B ds.Complete this part only for refunding bonds.
3 Enter the r eight average turity of the bonds to be currently refunded . . . . ► years
32 he remaining wet ted erage aturity of the bonds to be advance refunded . . . . 01, years
33 Enter the last date on whic the fu ed bonds will be called(MM/DD/YYYY) . . . . . . ►
34 Enter the date s the refund bon s were issued Ili-Immmo/yyyy)
eductio ct Not e,see separate instructions. Cat.No.637735 Form 8038-G(Rev.9-2011)
Page 10 9
Form 8038-G(Rev.9-2011) Page.
1VIiscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)<menlac 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed invest
(GIC)(see instructions) . . . . . . . . . . . . . . . . . . . 36a
b Enter the final maturity date of the GIG►
C Enter the name of the GIC provider►
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be use n to other governmental un its . , . . . . . . . . . . 7
38a If this issue is a loan made from the proceeds of another tax-exempt issue,check bonter the folio ing informat' n:
b Enter the date of the master pool obligation►
c Enter the EIN of the issuer of the master pool obligation►
d Enter the name of the issuer of the master pool obligation►
39 if the issuer has designated the issue under section 265(b)(3)(B)(i)(111) all issuer ex tion),check box ►
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,chec ox ► ❑
41a If the issuer has identified a hedge,check here► ❑ and enter tt HOW 'nformation:
b Name of hedge provider►
c Type of hedge►
d Term of hedge►
42 If the issuer has superintegrated the hedge,check b ► ❑
43 If the issuer has established written procedure o ensure at all nqualifie bonds o his issue a remediated
according to the requirements under the Code an egulations inst ctions) heck box . . . . ►
44 If the issuer has established written procedur to mo 'or the requir ants of ction 148,check bo . . . . . ► ❑
45a If some portion of the proceeds was used reim rse e nditures,check re► ❑ and enter the amount
of reimbursement ►
b Enter the date the official intent was opted►
Under penalties of perjury,I de lire th at ave exa d this return and compa 'ng schedules an tatements,and to the best of my knowledge
Signature and belief,they are true,Corr t, corn ta.I Furth elate that i cans to the s disclasur f the issuer's return information,as necessary to
and process this return,to the son th ave thorized o
Consent
Signature of iss is authorized resentative eta Type or print name and title
Paid Print(Type proparer name Preparer's signature Date Check ❑ if I PTIN
Preparer self-employed
Use Only Firm's n e > Firm's EIN >
Firm' ddres Phone no.
Form 8038-G(Rev.9-2011)
Page 2 of 6 �2a 12 AN Rights Reno—d,Fined it the U.S.A.88P OCOS54 5/12
Instructions for Form Department of the Treasury
8038-G CA Internal Revenue Service
(Rev. September 2011 )
Information Return for Tax-Exempt Governmental Obligation
Section references are to the Internal indenture or other bond documents.See ounding V Doi S
Revenue Code unless otherwise noted. Where To File next. Yo ay show an th' return as
General Instructions Where To File whole Ilars.To do so,dro amounts
less than 0 cents and in ase amou
Purpose of Form File Form 8038-G,and any attachm nts, from 50 cen through 99 c is to th
Form 8038 G is used b issuers of with the Department of the Treas next higher do
y Internal Revenue Service Cente ,Ogde
tax-exempt governmental obligations to UT 84201. Questions on ing Form
provide the IRS with the information 038-G
required by section 149(e)and to monitor Private delivery services. You in use Fo ecific questions on w to file F rm
the requirements of sections 141 through certain private delivery services 8038- send an email to the S at
150, designated by the IRS "tim TaxExe tBondQue ro @ ov
Who Must File mailing as timely fill paying"rule r tax and put"Fo 8038- Ques "in the
returns and paym s.These private bject line.In a ail inclu a
delivery service nclude only the de ription of yo question return
IF the Issue price THEN,for tax-exempt following: emai ddress,the name a contact
(line 21,column(b)) governmental • DHL Expr s(DHL HL S e Day person, d a telephon number.
is... obligations issued Service.
after December 31, • Federal ress(FedE Fed x Definition
1986,issuers must Priont Overn t, FedEx St rd
file... Tax-exempt obi tion. This is any
Ove ig Fed Day,FedEx obligation,including a bond,installment
$100,000 or more A separate Form In rnation riorit , nd FedEx purchase agreement,or financial lease,
8038 G for each issue ernational t. on which the interest is excluded from
• United Parcel rvice PS):UPS Ne income under section 103.
Less than$100,000 Form 8038-GC, Day Air, UPS Next Air ver,UPS
Information Return for x-exempt governmental obligation.
2nd Da ir, UPS 2nd y Air M., UPS
Small Tax-Exempt A -exempt obligation that is not a
Governmental Bon orldwi press Plus, d UP pri to activity bond(see below)is a
Issues,Leases, d Idwide es s, t -exempt governmental obligation.This
Installment Sa s T privat ery service c tell ncludes a bond issued by a qualified
you to get it proof of the iling volunteer fire department under section
date. 150(e).
For al!build Americ onds and
recovery zone Beano r Forms Tha Ma e Private activity bond. This includes an
development bonds use rm Re d obligation issued as part of an issue in
8038-B, Information Return torBu, which:
America Bands an Query Zone For re 'ng itrage(or p ing a • More than 10%of the proceeds are to
Economic Devel meat ds. For tax penalty in ' u o itrage re te)to the be used for any private activity business
credit bonds arXspecified to edit Federal gove ment, e F m 8038-T, use, and
bonds use F m 8038-TC, Inform ' n itrage Reba Yield duction and • More than 10%of the payment of
Return for T Credi ds and Pe ty in Lieu of itrage Rebate. principal or interest of the issue is either
Specified Ta re 't Bo (a)secured by an interest in property to
For p to activi bonds,use Form be used for a private business use(or
When To File 80 nfor tion eturn for Tax-Exempt payments for such property)or(b)to be
File Form 8038 G o or before e 1 Private ivit nd Issues. derived from payments for property(or
d 2nd Galen month a r th borrowed money)used for a private
For build merica bonds (Direct Pay), business use,
ose of th alendar q rter in wh the 'd Anne a bonds(Tax Credit),and
on is issue Form 803 -G may not be It also includes a bond,the proceeds
reco one economic development
filed before t issue date a d must be of which(a)are to be used directly or
bonds,complete Form 8038-B,
c ted sed on the facts s of the Information Return for Build America indirectly to make or finance loans(other
i sued onds and Recovery Zone Economic than loans described in section 141(c)(2))
L fll issuer ma a gra led an evelopment Bonds, to persons other than governmental units
extension of time to file Form 38- and(b)exceeds the lesser of 5%of the
under Section 3 of Rev. Proc.20 2-4 For qualified forestry conservation proceeds or$5 million.
2002-37 I.R.B.531, if it is determi ed th bonds, new clean renewable energy Issue price. The issue price of
e failu ime y of duet willful bonds,qualified energy conservation obligations is generally determined under
neg ect.Type or rint at t top of he bonds,qualified zone academy bonds, Regulations section 1.148-1(b).Thus,
form"Request r lief der se tion 3 qualified school construction bonds,clean when issued for cash, the issue price is
of Rev. Proc 002-4 nd atta a letter renewable energy bonds, Midwestern tax the first price at which a substantial
explaining y Form 8038-G s not credit bonds,and all other qualified tax amount of the obligations are sold to the
submitted t e IRS on time Iso credit bonds (except build America public.To determine the issue price of an
indicate whet h he bo ' sue in bonds),file Form 8038-TC, Information obligation issued for property,see
question is under examination by the IRS. Return for Tax Credit Bonds and sections 1273 and 1274 and the related
Do not submit copies of the trust Specified Tax Credit Bonds. regulations.
Sep 20,2011 Cat.No.63774D
Page 9.16
Issue. Generally,obligations are treated return for the same date of issue. If you exchanges the bonds that are part of the
as part of the same issue if they are are filing to correct errors or change a issue for the underwriter's(or other
issued by the same issuer,on the same previously filed return,check the purchaser's)funds. For a lease or
date,and in a single transaction,or a Amended Return box in the heading of installment sale rater the date interest
series of related transactions. However, the form, starts to accru in MMIDDNYYY
obligations issued during the same format.
calendar year(a)under a loan agreement The amended return must provide all
the information reported on the original Line 8. there is n name of the issue,
under which amounts are to be advanced return,in addition to the new or corrected p lease rovide of r identification of the
periodically(a"draw-down loan")or(b)
with a term not exceeding 270 days,may information.Attach explanation of the issue
reason for the amended return and write
be treated as part of the same issue if the across the top,"Amended Return Li a 9. Enter th CUSI (Comm ee on
obligations are equally and ratably Explanation."Failure to attach an Uni Securities ification
secured under a single indenture or loan explanation may result in a delay in Proce es) number of the bo with the
agreement and are issued under a processing the form. latest ma 'ty. If the issue d s not have
common financing arrangement(for Line 1. The issuer's name is the na of a CUSIP nu er,write"No
example,under the same official
statement periodically updated to reflect the entity issuing the obligations, no h Line 10a. Enter a name and the
changing factual circumstances).Also,for name of the entity receiving the b efit of officer or other emp ee of the iss r
obligations issued under a draw-down the financing. For a lease or ins Iment om the IRS may ca r more
loan that meet the requirements of the sale, the issuer is the lessee or t inf ation. If the issuer ' hes to
preceding sentence,obligations issued purchaser. desig to a person other tha an officer
during different calendar years may be Line 2. An issuer that doe ave a or other ployee of the is uer ' clu ' g
treated as part of the same issue if all of employer identification b (E a legal rep r entative or of rep r)
the amounts to be advanced under the should apply for one For SS-4, hom the IR ay call or mor
draw-down loan are reasonably expected Application for Em yer Identification in ation abou eturn,en r the
to be advanced within 3 years of the date Number.You ca et this f on the IRS nam title,and tele hone nu er of
of issue of the first obligation, Likewise, web at IRS. v or by Iling such pe on on lines 3a an b.
obligations(other than private activity 1-800-TAX-F M(1-80 829-3fi You Corn to lines 1 a and 10b even
bonds)issued under a single agreement may receive n El N by tele one b if you co let Ines 3a and 3b.
that is in the form of a lease or installment following the in uctions for S-4.
sale may be treated as part of the same Line 3 he iss r wishes to authoriz
issue if all of the property covered by that a pe on oth han a officer or other part I I—T a of Issue
agreement is reasonably expected to be a oyee of the' suer luding a leg yp
delivered within 3 years of the date of r resentative or re er to
issue of the first obligation. p prep ) Elections referred to in Part!!are
g communicate with the San hom the 1 made on the original bond
Arbitrage rebate. Generally,interest on S ay tact about t ' retur documents, not on this form.
a state or local bond is not tax-exempt (i uding f fting or byte hone ,
unless the issuer of the bond rebates ente he na such person ere. I ntify the type of obligations issued
the United States arbitrage profits a ned so 'sted in ' a must be a b ntering the corresponding issue price
from investing proceeds of the bo in indi a Do not n the name an title ee Issue price under Definitions earlier).
higher yielding nonpurpose inve ments. of an o or oche m oyee of the Attach a schedule listing names and EINs
See section 148(f). ' uer here a line a f hat of organizations that are to use proceeds
Construction issue. This is a ' sue of p e). of these obligations,if different from those
tax-exempt bonds that meets both the Note. uthorizing a pe on o r an of the issuer,include a brief summary of
following conditions: an auth "ze fficer or othe mployee of the use and indicate whether or not such
1. At least 75%o h vailable the issuer co nicate wit he IRS user is a governmental or
construction procegoas are to used for nd whom th S contac bout this nongovernmental entity.
construction exp ditures with re ct to r rn,the issue uthon a IRS to Line 18. Enter a description of the issue
property to be ned b a governme com unicate direc with the individual in the space provided.
unit or a sectio 501(c)( anization, entere n line 3a an onsents to
and ' close t issuer's re rn information to Line 19. If the obligations are short-term
2. All the bond hat are rt the tha ' ividu as ne ssary,to process tax anticipation notes or warrants(TANs)
issue are qualified 5 (c)(3)bo s, this retu or short-term revenue anticipation notes
bonds that are not priv e activity onds, Lines 4 and . If you listed an individual or warrants(RANs),check box 19a. If the
or pkvMe, ivfty bonds sued to f nc on line 3a to c municate with the IRS obligations are short-term bond
operty to be caned by a overnmen I a hom t IRS may contact about this anticipation notes(BANs),issued with the
unit or a section 1(c)(3)or nization. turn, r the number and street(or expectation that they will be refunded with
PO box if mail is not delivered to street the proceeds of long-term bonds at some
. .
I of r ating any arbitra that future date,check box 19b.Do not check
m be o to the United States, he ddress),city,town,or post office,state, both boxes.
iss r of a cats on iss ay ke a ZIP code of that person.Otherwise,
an irrevocable election to pay a nal e r the issuer's number and street(or Line 20. Check this box if property other
The penalty is equal to 1 /z%of th .O,box if mail is not delivered to street than cash is exchanged for the obligation,
s th do address),city,town,or post office,state, for example,acquiring a police car,a fire
amount of construction proceed
t meet ce equi th t o and ZIP code. truck,or telephone equipment through a
See on 148(f)4)(C)an the Note. The address entered on lines 4 series of monthly payments. (This type of
Instructions for F 038- and 6 is the address the IRS will use for obligation is sometimes referred to as a
all written communications regarding the "municipal lease.")Also check this box if
Specific struetions processing of this return,including any real property is directly acquired in
p notices. exchange for an obligation to make
In AU orit periodic payments of interest and
Part I—Re
p 9 y Line 5. This line is for IRS use only. Do principal. Do not check this box if the
Amended return. An issuer may file an not make any entries in this box. proceeds of the obligation are received in
amended return to change or add to the Line 7. The date of issue is generally the the form of cash,even if the term"lease"
information reported on a previously filed date on which the issuer physically is used in the title of the issue.
Page 4 of 6
Part III—Description of principal,interest,or call premium on any the conditions.of the private business
Obligations other issue of bonds after 90 days of the tests or the pr ate loan financing test to
u
", ti�
date of issue,including proceeds that will be met, he issue is also an issue
Line 21. For column (a),the final be used to fund an escrow account for of private ity b ds. Regulations
maturity date is the last date the issuer this purpose. section . 41-2(d) defines a deliberate
must redeem the entire issue, action s any act* n taken by the issuer
t[
Part V—Description of that For column (b),see Issue price under p Within it ontrol ree di 's f
Definitions earlier, Refunded Bonds w ther ther s intent I I n teess such
For column(c),the stated redemption Complete this part only it the bonds are to sts. Re ula s sec i n 1 _12
g'
be used to refund a prior issue of lains the can 'io to taki�na'remedial
price at maturity of the entire issue is the a th 11 t
sum of the stated redemption prices at tax-exempt bonds.For a lease or acti that prevent action causes
maturity of each bond issued as part of installment sale,write"NIA"in the space an issu to meet the privatt ru!itLncZs s
the issue.For a lease or installment sale, to the right of the title for Part V. tests or p to loan linen kgLte.!�fro/
test fro
write"NIA"in column(c), Lines 31 and 32. The remaining being troate s a delibera coon.
For column(d),the weighted average weighted average maturity Z' min Check the box i a issuer has'N,/
maturity is the sum of the products of the without regard to the refunding he established written rocedures tci'ensure
issue price of each maturity and the weighted average maturity is termined imely remedial actio r all nonqualified
number of years to maturity(determined in the same I column me manner as on line mn ds according to Reg �tions sectio
t 1�1 12 or other media tuns
separately for each maturity and by taking (d). authors d by the Com i sic u er
into account mandatory redemptions), Line 34. If more than ue Regulatio section 1, 1- h).
divided by the issue price of the entire bonds will be refund 9w,enter the e of
issue(from line 21,column(b)). For a issue of each issu KEnter the date in Ine 44. Ch th ox if the suer has
lease or installment sale,enter instead MM/DD1YYYY f bat. a blished writ[ procedur to monitor
the total number of years the lease or Part VI— scella o com ance with the arbitr e,yield
installment sale will be outstanding. restrict ,and rebate re irements of
For column(a),the yield,as defined in
Line 35. allocation volume cap is section 1
section 148(h),is the discount rate that, required if nonqualifie mou t for the Line 45a ck t box if some part of
when used to compute the present value issue i more n$15 millio t is not the proce ds we sod to reimburse
U
of all payments of principal and interest to mor Ina the a unt that would caul expenditures.Figure and then enter the
be paid on the obligation,produces an th ssue to pri activity bonds amount of proceeds that are used to
I o the gross reimburse the issuer for amounts paid for
c ne 36. If an ot 'o
ce,
amount equal to the purchase price 1f
including accrued interest.See proceeds of the is a is o ill be a qualified purpose prior to the issuance
Regulations section 1.1484 for specific invested in a guaran d Inv men, f the bonds.See Regulations section
rules to compute the yield on an issue. If 0 tIC),a s)delis in lotions Tacl!X as� Re le ns 50-2.
b
enter t amo of Li 45b. An issuer must adopt an
to (b
the issue is a variable rate issu ri tion N
"VR"as the yield of the issue. Far er the ross p ds so invest as w o cial intent to reimburse itself for
than variable rate issues,carry t yield th final m date of the C an reissuance expenditures within 60 days
out to four decimal pieces c e s(for ample, the of the ro ' or of such c tact. after payment of the original expenditure
5.3125%). If the issue is a I e or Line 3 terth m nt of the unless excepted by Regulations section
installment sale,enter the a cove rate of seeds o this issu use o make a 1.150-2(f). Enter the date the official
interest being paid, another govern enta nit,t intent was adopted,See Regulations
Part IV—Uses of Proceed f inte s which is tax-e mpt. section 1.150-2(e)for more information
Bond Issue Line 3 If issue is a I n of about official intent.
proceeds m her lax-e mpt issue,
For a lease or in Ilment write"N/A ocee JE ) Signature and Consent
check the o nd r the ate of issue,
Part d name An authorized representative of the Issuer
in the space to e right of the an a e issue he master
IV, pa bligation. must sign Form 8038-G and any
Line 22. En r the a t of proceeds Line 4 Check this x if the issue is a applicable certification.Also print the
that will be use to pay I t from the structi issue an irrevocable name and title of the person signing Form
date the bonds a dated t h t of 5038-G.The authorized representative of
ate to p a salty in lieu of the issuer signing this form must have the
issue. arbitrage at as been made on or authority to consent to the disclosure of
Line 4. Enter the a ount of t before the d the bonds were issued. the issuer's return information,as
cee s t will be u d to pay The penalt s payable with a Form necessary to process this return,to the
Issuance cos including es for -T f each 6-month period after the person(s)that have been designated in
r
and bond cou at. If no bo proceeds ate onds are issued.Do not make Form 8036-G.
wit used pay bond issu ce costs, any payment of penalty in lieu of arbitrage
ter z o o not leave this lin blank, rebate with this form. See Rev. Proc. Note. If the issuer in Part 1,lines 3a and
6 for rules 3b authorizes the IRS to communicate
pr at will be used to y fe far egarding the"election document." (including in writing and by telephone)
credit enhancement that are tak int Line 41 a. Check this with a person other than an officer or
account in determining the yield o the has identified a hedge box if the issuer other employee of the issuer,by signing
on its books and this form,the issuer's authorized
egulations sections representative consents to the disclosure
flr" and insurance romium and 1,148-4(h}(2J{viii)and certain fees for rs of edit}, permit an issuer of 1.148-4(h)(5)that of the issuer's return information,as
-exempt bonds to
1 necessary to process this return,to such 26. En r the nt of pr seeds identify a hedge for it to be included in person.
that will be orated to such a nd. yield calculations for computing arbitrage.
Line 27. r the amount the Line 42. In determining if the issuer has Paid Preparer
proceeds that i be us o pay super-integrated a hedge,apply the rules If an authorized officer of the issuer filled
principal,interest,or ca I premium on any of Regulations section 1.148-4(h)(4).If in this return,the paid preparer's space
other issue of bonds within 90 days of the the hedge is super-integrated,check the should remain blank.Anyone who
date of issue. box. prepares the return but does not charge
Line 28. Enter the amount of the Line 43. 11 the issuer takes a"deliberate the organization should not sign the
proceeds that will be used to pay action"after the issue date that causes return, Certain others who prepare the
Page 9.(6
return should not sign.For example,a the information.We need it to ensure that Learning about the law or 2 hr.,41 min.
regular,full-time employee of the issuer, you are complying with these laws, the form . . . . . . .. . . .
such as a clerk,secretary,etc.,should You are not required to provide the Preparing,c yin 3 hr.,3 min,
not sign. information requested on a form that is assemblIn and sen g
Generally,anyone who is paid to subject to the Paperwork Reduction Act the form the IRS. . . . ,
prepare a return must sign it and fill in the unless the form displays a valid OMB If u have c ments concerning the
other blanks in the Paid Preparer Use control number. Books or records relating ac racy of th e time a tes or
Only area of the return. to a form or its instructions must be s gestions I making is fo simpler,
The paid preparer must: retained as long as their contents may would be he I ear from ou.You
• Sign the return in the space provided become material in the administration of can ite to the Int al Reve e Service,
for the preparer's signature(a facsimile any Internal Revenue law.Generally,tax Tax Pr ucts Coordinating mmittee,
signature is acceptable), returns and return information are SE.W:-C ' P:T;M:S,11 Constitutio
• Enter the preparer information,and confidential,as required by section 6103. Ave,NW,I R- 26,Washin n, DC
• Give a copy of the return to the issuer, The time needed t I I 9!e
�od�ognopne i e,ap 20224,Do not nd the form I hi
.n lln office.c�
this form varies depending riclua e.Instead,se Vhere To Fit
Paperwork Reduction Act Notice. We circumstances.The estimated erage
ask for the information on this form to time is:
carry out the Internal Revenue laws of the
United States.You are required to give us
P.q.6 Qf 6 >20Q Atl Rghis Rese—d.P.Mod, the U.S.A.CSPFUQCMJ SM
De Lage Uanden Public F^nanceKLC ACCEPTANCE CERTIFUCATE
1111 Old Eagle School Road
Wayne, PA 19087
Ladies and Gentlemen:
Re: State and Local Government Lease Purchase Agreement dated as of May 28 11 4
- . between
0uLogw Landon Public Finance LLC.uo Lessor,and CITY oFssAL-acaCH _ � -_ _ I as Lessee.
In accordance with the State and Local Government Lease Purchase Agreement(the^AQmomoNl.the undersigned Lessee hereby cortifies and represents to.
and agrees with Lessor asfollows:
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
Date
W" tit Name
Title CIL.
(auu) Is
mmm All nwmRemmu New m the u5^mPI'nOCl W9
ATTACHMENT (CU
C3 office solutions
Maintenance Agreement
�M � CUSTOMER CARE MAINTENANCE AGREEMENT
�i ce S o l u t'o('y I s Version Date: April 16,2014
CUSTOMER TO INFORMATION
City of Seal Beach 211 8th Street Seal Beach,Ca,90740
BILLING CONTACT* PHONE: X:
562-431-2527 562-493-9857
EMAIL AOQRESS: CUSTOMER INST I ALL INFORMATION
CUSTOMER LOCATION J DEPARTMENT NAME KEY CONTACT: PHONE:
LOCATION ADDRESS: FAX: EMAIL:
PHYSICAL LOCATION DESCRIPTION: METER CONTACT: PHONE:
CITY: I STATE, ZIP CODE: METER EMAIL ADDRESS:
EQUIPMENT s s
MODEL SERIAL NUMBER EQUIPMENT IO NUMBER START METER
See Attached Addendum A
AGREEMENT ENTITLEMENT
� ? P6 $ ,B�Kt1ER � 4F# TCR Fl r~NORKINGIINNhI 6TAPI ES., eAi' R START DATE
incl. inci, incl. incl. incl. incl. inct, no no TBD
TOTAL BASE CHARGE COMMENTS,
$1,008.00 We will contact you at time of renewal,
BASE CHARGE FREQUENCY METER FRE UENCY AUTHORIZING CONTRACT NUMBER:
monthly
81W aTA per copy VOLUME OVERAGE BASE MIN BJW PMT PURCHASE ORDER NUMBER:
$0,0089
Canons ir 70,000+
0.02 HP's
Color cost per copy VOLUME OVERAGE 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
$0,069 Canon J agreement pertaining to the equipment hereunder, No other
1,SOQ+ agreements apply unless expressly noted on the face of this agreement
$.10 HP`S or in the contracts specified above, I understand all meter counts are
„.; based on 0.5x11(minimum)single sided images.
PRINT RATE VOLUME
Customer has declined maintenance coverage at this time.The customer
initial Here understands obtaining maintenance coverage later may incur charges In
COLOR PRINT RATE VOLUME NIA 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:
50
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("Equipmenr).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 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 Offfice Solutions may terminate this Agreement 9 the equipment is
modified,damaged,altered or serviced by personnel other than the C3 Offfce 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 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 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[ear,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 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 Offfice Solutions SUPPLIES Customer is not obligated to use C3 Offfice Solutions approved supplies under this Agreement,If,however,the Customer uses other than C3 Offfice
Solutions approved supplies(other than paper)and such supplies result in damage to the device, C3 Offfice Solutions may,at its discretion,assess a surcharge or terminate this Agreement.If C3
Offfice Solutions terminates this Agreement,C3 Offfice,Solutions may make service available on a"Per Call"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 Offfice 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 Offfice 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 andlor 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°1 of the base charge(s)and/or cost per copy charges,in effect at the end of the prior 12 month period.If slated equipment is moved beyond any C3 Offfice Solutions service territory,C3 Offfice
Solutions reserves the right to cancel this Agreement upon written notice to the Customer.or C3 Offfice 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 lails 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 eslfrrlaled meter reading.
10.TERM This Agreement shall become effective upon C3 Offfice 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 dale 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:(1)cease performing all Maintenance or any other service under this Agreement;(ii)
furnish Maintenance or service upon a prepaid,"Per Call"basis;andlor(iii)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 Offfice Solutions whatsoever
for any further fees or expenses arising hereunder.In the event C3 Offfice 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 indemnity,save and hold C3 Offfice 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,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 Offfice Solutions may do so and recover from Customer in addition,all costs and expenses,
including,attorneys'fees in connection therewith_C3 Offfice Solutions shall he entitled to recover from Customer all costs and expenses including without limitation,attorney's fees and disbursement,
incurred by C3 Offfice Solutions in connection with actions taken by C3 Offfice Solutions or its representatives(1)to enforce any provision of this Agreement;(ii)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 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 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 unenforceabilily.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 All parties hereby consent to the exclusive jurisdiction"Of the Federal Courts located in CA and the Slate 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 C3 Offfice 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 Offfice Solutions shag not be liable to Customer for any failure or delay caused by events beyond C3 Offfice 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;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,instrumentality or agency.
20.NO WARRANTY C3 Offfice 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 shag obtain and maintain,at its own expense,insurance relating to claims for injury andlor property damage(including
commercial general liability insurance)based on its use of the equipment,goods and machinery.
Pape 2 of 2
Initial
Addendum A
EQUIPMENT COVERED
MODEL SERIAL NUMBER EQUIPMENT I NUMBER START METER
r.82 35 _
at '625} `
- 5
ro�yrli }rywt�.
�T�3 f ^
1 HR4,25#
��c��yy�y/..}t�MMV
�P 3525
F 2nf
.HR pra 2t}1:
E-f 'Leseef .
F#?t s r Eft 41'00tn
HP 6i io"6et 36(
NP
as i et PI 1,02
H ?La d t 550da .:
Name:
Signature:
Date:
April 16, 2014
City of Seal Beach, City Hull
2118"'Street,
Seal Beach, Ca, 90740
Dear City of Seal Beach:
In additional to Canon copiers that are outlined in Lease Documentation PUB-13266, C3 Office
Solutions will also include a Sharp 70" Touch Screen Display upon completion of signed Lease
Documentation PUB-13266. This includes delivery of the unit to City of Seal Beach. If installation is
required outside of scope of normal scope i.e. "Wall Mounting" additional charges may apply. If the Sharp
70"Touch Screen Display would like to be placed on the normal rolling cart and stand that is offered then
installation will be included. This unit will not be outlined in the lease documentation and City of Seal Beach
will take ownership of the Sharp 70"Touch Screen Display.
O° /; v q--/-/
Management&gnature Signature for City of Seal Beach
C' Office Solutions
Printed Name Printed Name
Title Title
Date / Date
April M, 2014
City of Seal Beach
21I8"Street
Seal Beach, Ca,
Dear LSE Beach:
The purpose of this letter is to outline end of lease responsibilities for the following piece(s)of equipment:
V4408506265 Ricoh MP 171
S3899400639 Ricoh C420
V4408506271 Ricoh MP 171
V7205100183 Ricoh MP 9001
V1305100974 Ricoh MPC 5000
M7990500263 Ricoh MPC 6000
S5208601665 Ricoh 4210
S5299600318 Ricoh 4210
S5299600370 Ricoh 4210
S5299600371 Ricoh 4210
55299600374 Ricoh 4210
S5299600376 Ricoh 4210
S5299600382 Ricoh 4210
S3899400618 Ricoh C420
S3899400637 Ricoh C420
S3899400640 Ricoh C420
53899400649 Ricoh C420
S3899400668 Ricoh C420
It is ity for the following:
i Comply with all o[the contractual end o[lease obligations behvcouthnnzse|vcxaud(Lcmnp
(Lessor) including,but not limited to, all Dnuucbd considerations.
2. Timely notification to Lessor,following the terms of the lease,of your desire to return equipment at
lease end.
3. Obtain lease return information and location from Lessor.
4. l[isuelyuctiDum1imutoC'0fKneGo|uhono, invvribug,mfluame/otunoinfocnadnnaud }ocatinn.
5. Failure to comply with any of the above may incur Customer additional charges from the Lessor.
It is C1 Office Solutions' responsibility for the fbUovviug:
l. Assist City uf Seal Beach with lease end letter and cancellation ofcontract.
2, Shrink wrap and move the listed machines from City Hall tm Public Works.
1 Upon receipt nrlease return information,timely return of the above listed equipment to the Lessor's
location o[choice.
4. Check to 0tV of Seat Beach io the amount of$20,790.0 representing payment for remaining
payments of above equipment. (l0 months remaining times $l,925.0Up\uetax)
Signature below indicates acknowledgment of receiving and understanding all of the responsibilities as
outlined above. Please ilo itotsivi if-Hake, Model and Serial Number is not shown above.
11
re Signature for(W offeal Beach
C,Office Solutions
�
Printed Name Printed Name
� � �
.5e-
Title Title
Date Date
2
ATTACHMENT "D"
Master Enabling Agreement
AGREEMENT NUMBER
MASTER ENABLING AGREEMENT 70818
CONTRACTOR IDENTIFICATION NUMBER
*
T�����o���� i�� �day of August,2008'in the State of California.by and between the
Trustees of the California State University,which isthe State of California acting iva higher education capacity,through its duly
appointed and acting f5 hereinafter called CSJand
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 C0U agree amfollows:
The UC/Canon USA Contract shall be understood to include as"UC"each of the CSU Campuses and Chancellor's Office.
8uo 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 /-4vfJectioxI0o/Agueemoot7V810PIO0y does not apply m the CSCl
The California State University system"vi|iutilize the 8C Terms and Conditions uo contained lm the U{YCumnn USA Agreement,
euoepdu0 any that may conflict with the Attached Rider A,General ynnvimiuna for Information Technology Acquisitions that ohu||take
preoodcocc.
Canon USA must report all DvBE and Small Business activity under this agreement. The report,tobe furnished inu mutually agreed
upon format,must contain the following information:CSU campus location,company name and total dollar value of goods purchased.
The report must 6e provided to the current Chancellor's Office BB/D\BE Advocate ono semi-annual basis as required uuderC8iT
Rider/\,General Provision 25.
The tnnnofthis Agreement shall remain io effect until the earlier ofl)Expiration or termination uf the applicable contract between
DC and Canon USA,2)written notice by C8Dtu Canon USA that CS}terminates this Agreement,given at least 20 days in advance
^f the effective date of such termination,or3)written notice by Canon USA toCBlJ that Canon USA terminates this Agreement,given
ut least 3O days in advance of the effective date of such termination.
IN WITNESS WHEREOF,flos agreement has beeli executed by the parties 1wreto,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
)�oSl(',NED BYTOM ROBERTS ON 08/07/08 �O-SIGNED 13Y GARY 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 1 2110 Washington Blvd,Ste. 300,Arlington,VA 22204
AMOUNT ENCUMBERED BY THIS DOCUMENT Account Sub Code
TOTAL AMOUNT ENCUMBERED TO DATE
cuLo|7-//zrm4
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
l.Commencement uf Work............................................ ................... ........................................................-- .............3
2.Invoices................................................................... .....................................................................................................3
lAppropriation n[Funds........................................................................................... - ................................................3
4.Cancellation...................--....... -------............................................................................................................J
5.Independent Status.................... ----......... ................................. -.......................................................................3
6.Conflict of Interest................ -....................................... ........................................................... ................................4
7.Governing Law....................................................... ... ..................................................................... ............................4
8LAssignments............................................................... .......................................................... ........................................4
9.Time....................................................................... ...-............................................. ............................... .................4
|&Contract Alterations 8 Integration............................... ................. .....................................- ...................................4
U.General Indemnity....... ...___...............................-...................................................................................... ........... 4
12.Use of Data............................................................ ......................................................................................... ---4
l3.Termination for Default......................................................................................................................... ..........---..4
l4LPersonnel.................................. - ........____..........--................... ................. ................................. ................j
15.Nondiscrimination.................................................... ......... ............................................................___' ..................j
l6.Drug-Free Workplace Certification.................................................................................... ------- ...............5
l7. 8everuhUdy................................................................................................................................... V
|8.Dispute..........................................-......- .............- ............. - ..................................... ................. ............. 6
|9.Privacy nf Personal Information............................................ ---............................................... ---........ ..........6
2lWaiver of Rights......................... ......---__.....................................................................................................6
2l.Endorsement.... ........................................ ................................................................................... ...____.............6
22.Patent,Copyright,and Trade Secret Indemnity..........................................................................................................6
23.Compliance with NLRB 0rdcr ...------.......................--.............................................................................7
24.Examination and Audit................................................................................................................................ ..... ........7
25.DYBE and Small Business Participation..................................................................................................... ............ 7
26.Citizenship and Public Benefits.........................____................................................................................................8
Z7.Americans With Disabilities Act(ADA)-------...-..........................................................................................0
2K.Child Support Compliance Ao -----'''''----.----------------------_---_Q
29.Document Referencing.....................- ...... ............................................................................................... .................V
3\Taxes,Fees,Expenses,and Buuas-.................................___.................................................. ...............................Q
3L Forced,Convict,Indentured and Child Labor........................-- ...............................................................................y
32.CovcnunAgainoGratuhieo----------------~----------------------------.y
33.Rights and Remedies o[CSD for Default.............. ...........................................................................................- ......y
34.Contractor's Power and Authority........... .................................................................................................. ....___....9
3i Recycled Content Certification......--...............___..... ......................... ... ........................... ................... -.........lO
3LEntire Contract............................................................. .............................................................................................l0
37.Safety and Accident Prevention.....................................- ............................... ...............____....___.............. ....)U
38.Rights in Work Product........................ - .........- ........ ..................................................-...... ............ ....... 0
3v.Follow-On Contracts..........................___... ......................... ..............................................................____ .........}0
40.Expatriate Corporations........................................... ... ......___........................................................................... ... ll
4l.Insurance Requirements.........................................................____.................... -..............................-...... ......)l
4lConfidentiality nf Data................. -----------............................................................................... ......... ...ll
43. Pricing....... ................................ -- .........................................................................................................................l2
44. Identified Parties.........................................................................--------- ............................--...... ......... 2
CRL863 2 7/24/06
CS0GENERAL PROVISIONS
for
INFORMATION TECHNOLOGY ACQUISITIONS
L 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 oxhaving been performed ut the Contractor's own risk and uonvolunteer.
2.Invoices
In connection with any discount offered,except when provision is made for a testing period preceding acceptance by the
C0J`time will be computed from date of delivery of the commodities uumpeoificd'or from date that correct invoices
are received in the office specified 6ythe CD|Jiy the latter date ix later than the date of delivery.When provision ix
made for u testing period preceding acceptance 6ythe C8O.date of delivery shall mean the date the supplies,equipment
or services are accepted by the CSJ following the mpcuifindtesting period.Payment ix deemed,nhc made,for the
purpose oyearning the discount,ou the date mfmailing the C8!D 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 makepttyment within the timeframes stated
herein may result in interest pumal�charges ux allowed by the laws«f the State'fCalifornia.
shall"et apply to this Ceatfae4—. 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 ooprovided.
3'Appropriation pyFunds
(u) If the term of the Contract extends into fioou|years subsequent tm that io which dia approved such continuation of
the Contract ia subject to the appropriation mffunds for such purpose 6y the Legislature.If funds tm 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 COl/u[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 io which they were delivered,subject to normal wear and tear.C8D further agrees to pay for
packing,crating,transportation m 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 ofan event of non-appropriation with at least thirty(30)dqvsprior notice to
enJoffu»di^&
(0 Require the Customer momntify the canceled equipment is not being replaced by similar equipment v,equipment
perfnm/vgxim/la,fimotions during the wxui4gfisca/year.
(e) Ensure the Customer agrees,^return the equipment/n good condition,free of all liens and encumbrances. The
Customer will then be releasedfrom obligations to make an'yJartherpqyments to Canon,assuming all sums have
been paid that werxdue and owing tip m the end o(/hufisc^/.v*«,fi,r 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
o,m/tv/ownoc8otionofa6oCbxtructuo?c,��ng6ruxe� mnm�v,coo/-percq;y6p�p�cao�onmvi8u�/u/n/n*��'r
umol�nn�uudby�ormp������ xnto/o,'poplan.
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 iynot
entitled N unemployment or workers' compensation benefits from the CSU.
(3IL063 3 7/24/06
CSU GENERAL PROVISIONS
for
INFORMATION TECHNOLOGY ACQUISITIONS
6.Conflict ofInterest
(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
uf products cx service;then the Contractor must provide full disclosure of any financial interest including but not
limited 10 service Agreements,OEM,and/or remarketing Agreement that may foreseeable a]low the Contractor to
materially benefit from the adoption of such recommendations.
(b) TbcCSU requires aStatement of Economic Interests(Form 700)1o6u filed 6y any Consultant(or Contractor)who
ia involved in the making,m«participation in the making,uf decisions which may fbcomoab|y have u material effect
on any C0Jfinancial interest[rcfeoenceG.C.020191.
The CSD reserves the right to prohibit participation by the Contractor in bidding ioo,providing services,goods nr
supplies o,any other related action which is required,suggested o«otherwise deemed appropriate in the end product of
this Contract.
7.Governing Law
To the extent not inconsistent with applicable federal law,this Contract sha|| 6c 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 W this Contract.
8.Assignments
Without written consent of the C8U,the Contract im not assignable hy Contractor either in whole o«inpart,
9.Time
Time isuf the essence n[the Contract,
10.Contract Alterations&8umgcudou
No alteration or variation of the terms of the Contract shall be valid unless made in writing and signed by the parties
bcrr«o,and no oral understanding or Contract not incorporated here in o6uU be binding on any of the pm6cm hereto.
8X.General Indemnity
The Contractor agrees to indemnify,defend and mmc harmless the CSD,its ufMuera`agents and employees from any
and all claims and losses accruing or resulting to any other person,fionor 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 o,resulting to any person,firm or corporation which may be iRjured or damaged by the Contractor in
the performance of this Contract. Except for indent nAYxd matters and m the extent perm dud6y�lv�o/6/«/a�� mV
o&*r�v6/&,Y/Canon/"the(�smmc,/6,uamvg�pfony�vdor�p« /n6xvYng but not�nke6m direct, indirect,
consequential, incidental o,;pmciaJ damages, u,isingfrmn Canon's porfor,nuwmvo,)6ilaon/o perform under this
Contract or by virtue qfCanons tortuous conduct(including negligence whetherpassive or active)shall be limited to
the amounts paid 6yCmx/mur/mJ=rth� 4gnm�/ent Ihu�/ngo�g�ndo�oop/�o6��yx6u8 not�p/ym6o�s&y
�vC�*mor/6,^�magem real ortangible property caused 0/Canon'xnegligence,
l2.Use ofData
The Contractor shall not utilize any information,not u matter of public reconJ,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 hy the Contractor unless authorized by the C8D.
U3'Termination forDwfa^lt
The CDD may terminate the Contract and be relieved of the payment of any consideration to Contractor should
Contractor fail to perform the covenants herein contained u$the time and iu 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 6o deducted from any sum due the Contractor under the Contract,and the balance, if any,shall be paid the
Contractor upon demand.
CRI063 4 7D406
C00 GENERAL PROVISIONS
for
INFORMATION TECHNOLOGY ACQUISITIONS
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 shal I make every reasonable effort to provide suitable substitute
personnel.
15.Nondiscrimination
(u) During the performance of this Contract,Contractor and its subcontractors aho||ootdunydho[bntmo,`nbennOtom
any person oo the basis of religion,color,ethnic group idoudfimuiwn,sex,age,physical o,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 uf such discrimination.
(b) Contractor shall comply with the provisions of the Fair Employment and Housing Act(Government Code Section
12QO0rioeqj,the regulations promulgated thereunder(California Code of Regulations,Title 2,Sections 7285.0 et
xmq.),and the provisions of Article 9.5`Chapter 1,Part l,Division 3.Title 2of the Government Code(Government
Code Sections lll35 lll3g.5),mn6thcregu|atiooxor standards adopted by the awarding state agency m
implement such article.
(r) Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the
Trustees upon reasonable notice u1 any time during the normal 6uoioena bourx,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 bu ascertain compliance with this clause.
(J) The provisions of Executive Order 11246,as amended(Equal Employment Opportunity/Affirmative Azbno),
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 at4lClR6O'|&2`4lCBl60'250,and 4lCfD6O'74l.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.
(f) Contractor shall include the nondiscrimination and compliance provisions of this clause io all subcontracts t"
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 u drug-free workplace,by taking the following actions:
u) Publish x statement notifying employees that unlawful manufacture,distribution,dispensation,possession,or use of
a controlled substance iv prohibited and specifying actions u`6e taken against employees for violations,umrequired
by Government Code Section X356(m),
6) Establish aDrug-Free Awareness Program mo required byGovernment Code Section 8355(b)to inform employees
about all mf the following:
(i)the dangers of drug abuse iu 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 he imposed upon employees for drug abuse violations.
o) Provide,ow required hy Government Code Section 8355(c),that every employee who works mu the proposed or
resulting Contract:
(i)wi||receive u 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.
CRL063 5 7/2406
CSU GENERAL PROVISIONS
for
INFORMATION TECHNOLOGY ACQUISITIONS
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 shal l 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.
CRL063 6 7/24/06
CS0GENERAL PROVISIONS
for
INFORMATION TECHNOLOGY ACQUISITIONS
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 nf the defense of any action oo such claim and all negotiations for its
settlement cx compromise,provided,however,that when substantial principles of government or public law are
involved,when litigation might create precedent affecting future C8|J operations orliability,or when
involvement of the CSU is otherwise mandated by law the CS[J has the option to participate iu such action at
its own expense. If Canon requests, CSU agrees at Canon's expense, to assist andlor cooperate with Can oil as
Canon reasonably believes bumxesru/yix such defense uxo&/rsettlement.
6) Gefitfaetef may' i I PiFnish a bond to the CSU against any and all less,damage, eests,&Epenses,elaiffis
o) 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 CSO shall permit the Contractor at its option and expense either to procure for the C8D the right to
continue using the Deliverables ur Software,or to replace o,modify the same xo that they become non-infringing
provided they comply with Contract bid and performance requirements and/or expectations.If none of these
options can reasonably 6c taken,orlf the use oJ such Deliverables or Software by the CSO shall hc prevented hy
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 uf the C3[[the return of such infringing Deliverables or Software makes the retention ofother
Deliverables or Software acquired from the Contractor under this Contract impracticable,the C8L/shall then have
the option nf terminating such Contracts,or applicable portions thereof,n/itbootpouoJtyortccmiocuioochurgm'Thc
Contractor agrees to take back such Deliverables or Software and refund any omon the CSD has paid Contractor
less any reasonable amount for use or damage. Anything herein m the contrary notwithstanding, Canon will not 6u
obligated md;6^Jo,settle^,halia6/ofo,costs,fees,expenses p,damages/n the extent that the infringement
claim arises out o/any addition mn,mouyfinatiov4/the Deliverables u,Software o,any combination thereof with
*t&m,pnxdu«maft,,delivery 6y Canon v,/ro°ouse o/the Deliverables v,Software/nt6ap/octiumofa process or
system other than intended use of the Deliverables or3ofhvn,n
c) Contractor certifies that it has appropriate systems and controls in place to ensure that State funds will not beused
in the performance of this Contract for the acquisition,operation or maintenance of computer Software in violation
of copyright laws.
'0 TDo/6regn/ngxtaues the entire liability Y/Canon/vrespect o/infringement o/o*ypoxnt, copyright, trade secret o,
xnyotherp,opriemry right ofany th/rdparty and is/xlieu ofu0wanwndes,express v,implied, inregard thereto,
and inno event will Canon 6e8u6&,/6,direct,special,incidental n,consequential damages, including, but not
limited u`loss o/anticipated profits o,other economic loss.
23.Compliance with NLRB Orders
Contractor declares under penalty of perjury that oo more than one final,uuuppealmb)cfiudiogof contempt of court hya
federal court has been issued against the Contractor within the immediately preceding two-year period because o[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 lO290.
24.Examination and Audit
For contracts iu excess o[$|0,000`the Contractor shall bo subject tn the examination and audit mf(o)the Offi000[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 CnJu Section 8546.7 and with Education Code Section 89045(o&d),respectively.The
examination and audit shall bcconfiucdto 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 mf 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 smal I businesses
certified by the Office of Small and Minority Businesses(OSMB)are eligible to receive the preference.The CSU
CRL063 7 7/24/06
C0U GENERAL PROVISIONS
for
INFORMATION TECHNOLOGY ACQUISITIONS
encourages all contractors to use the services of DVBE and OSMB-certified small business enterprises whenever
possible,and iu report their use to the C8O.
26.Citizenship and PuhtiuBenefits
l[Contractor iuunatural person,Contractor ceuificyio accepting this Contract that s/he iau citizen o,national uf the
United States or otherwise qualified to receive public benefits under the Personal Responsibility and Work Opportunity
Reconciliation Act o{0Y6[Pl. }O4'l93; llOSTAT.21O5,22GO-b9).
27.Americans With Disabilities Am(ADA)
Contractor warrants that it complies with California and federal disabilities laws and regulations.
Contractor hereby warrants that the products or service-,to be provided under this contract comply with the accessibility
requirements of section 5DXn[the Rehabilitation Act uflg73`mo amended(2yU.S.C.7Y46),and its implementing
regulations set forth ut Title 3h,Code ofFederal Regulations,Pad 1194.Contractor agrees to promptly respond mand
resolve any complaint regarding accessibility of its products or services.Vendor further agrees to indemnify and bold
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 hc grounds for
termination of this Contract.
20'Child Support Compliance Act
For any contract io 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 tochild 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 62O0of Part 5uf Division Yofthe Family Code;and
(h) 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 tothe New Hire Registry maintained hy the California
Employment Development Department.
29'Document Referencing
Al I correspondence,invoices,bills of lading,shipping memos,packages,etc.,must show the Contract number.lf
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
(u) Articles sold to the CSU are exempt from certain Federal Excise Taxes.The CSU will furnish an exemption
certificate uorequest.
(h) Unless mpeuificdotherwise,prices quoted shall include all required taxes.
(c) No charge for delivery,drayage,express,parcel post,puc§og,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 un invoice,and furnish supporting freight bills over$5O.
Shipments that are California intrastate ionature and where freight iutohe borne by the CSXJ shall be tendered m
ouoinm with written instructions that rates and charges may not exceed the lowest lawful rates oofi}o 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 u[the CSlJshall ot vendor's own expense assist the CSDin establishing carrier liability by supplying evidence
that the equipment and/or material was properly constructed, manufactured,packaged,and secured/*withstand normal
transportation conditions,
C00 GENERAL PROVISIONS
for
INFORMATION TECHNOLOGY ACQUISITIONS
31'Forced,Convict,Indentured and Child Labor
By accepting a contract or purchase order,the Contractor certifies that oo apparel,garments oocorresponding
accessories,equipment,materials,or supplies furnished to the State pursuant to this Contract have been laundered or
produced io whole nrio part hy sweatshop labor,nr 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 mthe Contractor's records,documents,agents or
employees,or premises i[reasonably required by authorized officials ofthe C0J,the Department mfIndustrial
Relations,or the Department of Justice determine the Contractor's compliance with the requirements above.(Public
Contract Code Section hl08)
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 o,securing favorable treatment with respect to any determinations concerning the
performance ofthe Contract.For breach or violation of this warranty,the CSU shall have the right to terminate the
Contract,either in whole n,in part,and any loss or damage sustained hythe CSJin procuring oo the open market any
items which the Contractor agreed to supply shall be home and paid for by the Contractor.The rights and remedies of
the C3U provided iu this clause shall not be exclusive and are in addition to any other rights and remedies provided by
law ur under the Contract.
33'Rights and Remedies of CS0for 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 C8D 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 a]|such rejected items
with others conforming to such specifications or samples;provided that should the Contractor fail,neglect,nr
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 inthe Contract and the actual cost thereof to the CSD.
(h) 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
majnure.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 iC such default
arises out of causes beyond the control uf both the Contractor and subcontractor,and without the fault ur
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»omeet the required performance schedule.
(u) 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 bc 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 cv under the Contract.
34.Contractor's Power and Authority
The Contractor warrants that d has G/li power and authority*n grant the rights herein granted and will hold the CSlJ
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.
C}DL063 9 7/24/06
CS0KENERAL PROVISIONS
for
INFORMATION TECHNOLOGY ACQUISITIONS
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,o*defined in Sections l2l6)and l22OOof the Public Contract Code,iu materials,goods,*«supplies
used io the performance of this Contract.
3h,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 CSIJ 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
CSD may reasonably require for safety and accident prevention purposes,Any violation of such rules and oquirnmnota,
unless promptly corrected,shall be grounds for termination of this Contract in accordance with default provisions
hereof.
30.Rights WuWork Product
N 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 u,improvements thereto,and including Contractor's administrative communications and records
relating to this Contract(coUecdve|y,the"Work Pnodwm"),shall be Contractor's exclusive property. The
provisions o[this sub-section o)may b*revised ina Statement ofWork.
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 ofPre-Existing Materials,the elements of such derivative works created pursuant k`this
Contract constitute Work Product,but other elements do not. Nothing in this Clause will be construed to interfere
with Contractor's or its oU5|i*em'ownership mfPre-Existing Materials.The CSD will have Government Purpose
Rights to the Work Product as Deliverable or delivered to the CSIJ hereunder. "Government Purpose Rights"afe
the t1filimited,iffeyeeable,wefld%ide,Perpetual,r-eyalty f+ee,flen exclusive Fights afid lieenses te use,ffledif�-,
fepfeduee,perform,release,display—,eTeate rivative11-r___
are the
unlimited, irrevocable, worldwide,perpumol, rnyulty-ftem non-exclusive rights and licenses m use, o/vdifyfo"C3O
use,perfonv.display,and disclose the Work Product wit6inCyU. "Gek,erntnefit Purpose Rights"also inelude the
any CSU purpose. Such feeipienis e�the Work Pfoduet mayinelude,without li.—itatiefl,CSU GerltfaeteFs,
states. "Government Purpose Rights"do not include any rights to use,modify, reproduce,
perform,release,display,create derivative works from,ur 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 hy the Contractor or jointly bythe Contractor and the State may not be used by either party the CSU
°i/hvu/priv,oyp,vvn//ronvContractor obligation of fiefiee6Faeeauntirtg. This Contract shall not preclude the
Contractor from developing materials outside this Contract that are competitive,irrespective of their similarity to
materials which might 6c delivered to the State pursuant to this Contract.
c) A����m�/�x����8��sc/����/^���o/j�^��t of����ON9. ��ecbnm��
between this Agreennun/and the SOW, the SO#'wviDp,cm,/L
39.Follow-On Contracts
m) If the Contractor or its affiU/guwprovides Consulting and Direction(as defined helow),the Contractor and its
affiliates:
(i) wilt not hc awarded u subsequent Contract to supply the service cx system,o«any sig6ficamcomponent
thereof,that ix used for orin connection with any subject ofsuch 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.
tRL063 10 7/24/06
C00 GENERAL PROVISIONS
for
INFORMATION TECHNOLOGY ACQUISITIONS
6) "Consulting and Direction"means services for which the Contractor received compensation from the CSU and
includes:
(0 development ofmr assistance io the development mf work statements,specifications,solicitations,nrfeasibility
studies;
(ii) development or design*ftest requirements;
(iii)evaluation of test data;
(iv) direction ofor evaluation of another Contractor;
(v) provision offormal recommendations regarding the acquisition of products orservices;or
(vi) provisions offormal recommendations regarding any of the above.For purposes of this Section,^^o[D|iotex`^are
employees,directors,partners,joint venture participunm,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 W vote for
the election of directors or other managing authority.
o) Except osprohibited by law,the restrictions ofthis 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 unmog the Contractor's own products.
d) The restrictions set forth iothis Section are iu addition»n conflict nfinterest uot6obouo lnnpuaed on public
Contractors by California law("Conflict Laws"). In the event ofany inconsistency,such Conflict Laws override the
provisions of this Section,even if enacted after execution of this Contract.
40.Expatriate Corporations
By accepting u contract or purchase order,the Contractor declares under penalty of perjury under the laws ot the State
of California that the Contractor is eligible to contract with the CSU pursuant to The California Taxpayer and
Shareholder Protection Act pf3003,Public Contract Code Section lO286 et.Seq.
4l.Insurance Requirements
Contractor shall furnish tothe 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 u combined single
limit of not less than$),U00,00O per occurrence,and$2,00O,0OO 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 icuumd`soovcmgo without thirty(3Q)days prior notice in 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 om 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 wi I[not be
responsible for any premiums or assessments on the policy;
(iv) That the insurer has un/DM Best rating ofA:YDo'equivalent.
(b) Contractor agrees that the bodily injury liability insurance herein provided shall be in effect at all times during the
term nf this contract. In the event said insurance coverage expires/u any time or times during the term ofthis
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 otthe
contract,or for a period o[not less than one(l)year.NowomdOomemofivauomne are subject to the approval uythe
CSU,and the contractor agrees that no work or services shal I 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 Nbor remedies it may bavo,terminate this onutmci upon the nmzuoeuwc of such event.
(c) Workem'Cnmpouyatiou insurance coverage ua required hythe State oCCalifornia.
42,Confidentiality ufData
All financial,statistical,personal,technical and other data and information relating to CSU's operation which are
designated confidential by the CS\J and not Nhcnviae xutjou\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|n
CXL063 11 7/2406
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. CSUas stated herein shall also be
known as Customer in the IT Provisions. Contract as stated herein shall also be known as the blaster Enabling
Agreement("Agreement').
CRL063 12 7/24/06
|
. .
|
STRATEGIC SOURCING AGREEMENT
CANON DIGITAL COPIER PRODUCTS AND SERVICES
/
THIS STRATEGIC SOURCING AGREEMENT ("Agreement") |a made 7and entered into this 1mt
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
3O0.Arlington, \A222O4.
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 mhoU mean Monday through Friday, between 8:00am - 5:00pm.
excluding UCamd Supplier observed holidays. Supplier shall provide mSupplier
holiday schedule omor before April for the following calendar year.
! 1.2. "Account means the Supplier emp|oyaa, satisfactory to UC, whom
�§upp|ier designates to UC as the person with overall responsibility atSupplier
managing the UCXSuppUmr relationship under this Agreement.
1.3. ° oba|| mean Supplier digital copiers as priced in
Attachments 1(A)-1(0)and Attachments 2 and 3.
1.4. "Dealer" nho|/ mean that during the term of this Agreement and any
e�ension(s) of such hermn. Supplier will designate IKON to provide services and
support toUCaa 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 Prnduct(o) included in this Agreement.
2. DESCRIPTION OF PROGRAM
2.1. General During the tann of this Agreement, and any extension(s) of such term,
Supplier agrees hosell, |emae, and rent Products and oon/|uem 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 aho|| 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 Tmo1aam 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 oVotn. Accordingly, the
Agreement resulting from this solicitation nho|| recognize the participation of the 23
campuses of the Tmaboem of the California State University with the following
understandings:
*
Supplier agrees to extend the product pricing and services Uo the CSU
Institutions under the terms ofthis Agreement, under a separate CSU
agreement.
1
• 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
f 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.
1
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
2
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:
• Response time - 4 hours
• 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:
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.
• 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.
3
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.
I�
4.9. Environmental Sustainabilitv 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:
• Complies with the EPA ENERGY STAR®Program, and equipped with
reasonable recovery time from Energy Star power management modes
• Uses returnable or recyclable and remanufactured toner cartridges
• Uses an organic photoreceptor(if not organic, it must not contain arsenic,
cadmium, or selenium)
• Does not use wet process technology
• Does not emit ozone at a concentration in excess of 0.02 mg/m3
• Does not emit dust at a concentration in excess of 0.25 mg/m3
• Does not emit styrene at a concentration in excess of 0.11 mg/m3
• Contains no polybrominated biphenyls (PBBs)or biphenyl ethers
(PBDEs)
• Is designed for remanufacturing and reuse of parts
• Contains materials made with recycled content
• Uses minimal packaging and/or supplier arranges for packaging taken
back for reuse
• 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:
• 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:
➢ Hardware installation(network cards, etc.
➢ Network administration (equipment, software, cabling,
installation/configuration, printer driver
installation/configuration/characteristics)
➢ Troubleshooting
➢ Network and device security.
➢ 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:
4
• Purchase order number
• 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 All 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
i
. .
`
' to the models in the bid. |nthe 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.
~��4 r*y
� r' '
53. Price increases shall be more than once in each
! aunneaavm twelve (12) month period on Ge*b� 1 of each yoer, 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 396 or
Consumer Price Index(CP|)whichever ialess.
5.4. |n the event that acertain Product line has a significant price increase in excess
of596` those prices shall bo negotiated individually between both parties.
5.5. Price increases must be supported by documented evidence of Supplier's
manufacturer price increases. UCmhaU benefit from any lower price offered to
other Univeroitien, hoopita[a, government owned Colleges and Un|varsitiao,
agencies or entities where the quantities and terms and conditions, ononmmio,
and aamioa requirements are substantially similar. If Supplier's list price of
/
Products ia reduced, UC shall benefit from m corresponding price reduction.
�
� 5.9, Supplier was advised that there is no mandatory use policy at UC. and Supplier
must compete with other suppliers for UC orders. Therafope. Supplier mheU
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 upofthe Products in the location requested by UC. It also
includes the key operator and campus users initial, on going training and Product
removal costs ofUCowned equipment.
58 During the henn of this AQneamant, and mnyextenoion(s) 10 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 nubmta program. Each participating location shall have the
^
right to modify proposal pricing for the individual |ooahon, up to 296 in the event
that the location decides not to implement o rebate program.
5.9 The following campuses of the UC. provides Centralized Copier Programs:
° UC—SunOiago
° BC—Berke|ey
° BC—Davie
0 DC—SanboCmz
To the above campuses with Centralized Copier Programs, Supplier will offer e
_
seven(7) percent additional discount off the UC's contracted cost per copy and
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overages rates as they apply to maintenance.The Centralized Copier Programs
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will reduce vendor sales, service, administrative and delivery costs,and include
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but are not limited to the following(these services vary by|ocation):
• 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 aooems, copy control oyaLamm. help desk troubleshooting and
service call reduction.
� r Mediation hn customer equipment expectations and performance issues,
| 8. REPORTING
6.1. Supplier will provide UC monthly and quarterly reports emfollows:
• 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 axhenmion(a)\o such term utnncost to UC.
. 7. SURVEYS
l 71. Supplier shall, at UC request, conduct customer satisfaction surveys.The content
!
of these eummym ehoU 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 unsohedu|ed, on'omU remedial
maintenance. At any given |oomtion. UC must select either supply inclusive
service plan nre non-inclusive service plan.
Maintenance will include |ubhcnUon. adjustments, and replacement of
maintenance parts deemed necessary bySupplier. Maintenance will also include
printer drivers, software, and equipment firmware updates deemed necessary by
the Supplier. Maintenance parts will be furnished on an exchange bmoio, and the
replaced parts become the property of Supplier. Maintenance oemioao 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 ae provided im Attachment 2.
9.2. Maintenance Options During the henn of this Agreement and anyaxbenoion(a) of
such term, Supplier agrees to provide maintenance services based on the
following options:
Option 1: Cost Per Cop (CPC)Charge(Service&Supplies only)
7
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' Supplier will provide full service mainbananme, including parts and labor and all
�
consumable supplies (except for paper) and charge UC on a monthly basis,
based on o coat per copy charge applied to the actual monthly copy volume
without any minimum and/or maximum copying restrictions excluding tha12ond
36 months All Inclusive Rental Cost Per Copy pricing options (hardware
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inclusive). Select accessories for high volume equipment may include an annual
|
base charge ao noted in Attachment 1(A).
Option 2: Monthly Minimum Charge
Supplier will provide full service mointenonca, 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� : T&AA-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 m fixed hourly fee, which
will exclude replacement parts.
| 03, Maintenance service provided by Supplier under this Agreement does not include:
i
u) Repair of damage or increase in service time caused by failure of UC
continually to provide m suitable installation environment with all facilities
prescribed by Supplier, including, but not limited hn, the failure to provide,
adequate electrical power, air-conditioning,or humid ity-uon8o|;
b) Repair ofdamage or increase in service time caused by: accident, disaster
(which ohn|| include but not be limited to fire, Ound. ^xater, wind and
lightening); tranyportcd|on, neg|eot, power tnano)entn, abuse or minusa, failure
of UC to follow Supplier's published operating inskuctimns, and unauthorized
modifications or repair of Product by persons other than authorized
representatives ufSupplier;
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 ofdamage, replacement ofparts (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 oona000ham,
attachments, or other devices not furnished bySupplier;
g) |noraaoa in eamioe time caused by UC denial of full and free auuauu to the
Product ordenial of departure from QC site.
h) Product relocations.
The foregoing items excluded from Maintenance Service, J performed by
Supplier, will be charged to UC at Suppliers applicable time and material rates
and terms.
10. INSTALLATION
10,1, Installation ehd| 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 tn Supplier published
� 11.2. Supplier warrants that all new Products must perform ho UCsodsfacdon. In the
i
event that LIC is not satisfied with the performance ofSupplier'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-daym of such notice, upon UC
approval, Supplier will provide u replacement with the same or
comparable Supplier's Product(a)atno charge toUC.
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After notifying Supplier of such non-performance and such non-
performance is not corrected within 30-daya of such notice, upon UC
request, In the event o[ a purchased Produot(m). Supplier will credit UC
based on o prorated amount of the Product(s) purchase price, if
Pnoduot(o)removed within first three(3)years of purchase date.
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PRODUCTS ACQUISITION TERMS AND CONDITIONS
12.
The Products, supplies and earviuou included in this Agreement shall be furnished to UC
based on the following terms and conditions:
12.1. PURCHASE OPTION
12.1.1. Supplier mgroan to md| to UC Products recited in Attachments 1(A), J
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 nap|aoo defective
Products and/or podm. including labor at no cost to UC for ninety (90)
days after the installation date,
12.2. FMV LEASE OPTION
122.1. Supplier mgraau to Lease to UC Products recited in Attachment 1(B), if
requested byUC. for the three (3). four (4), and five (5) year FW1V |eaam
terms in 000urdenoo with the requirements set forth in this Agreement.
Supplier shall warrant that the Products are new, and owned by Supplier.
Supplier wmnonba that it will repair or nop|aoa defective Products and/or
parts, including labor for the life of the lease atno additional charge, skno
cost toUC for ninety(RO)days after the installation date,
12.2.2. UC shall pay the Lease payments and other payments, U any, shown un
each order to Supplier at its address set forth thoroon, or as otherwise
directed by Supplier inwriting.
'
12.2.3. No loss or damage except for |oaa or domeQa due solely to the
�
negligence of Supplier's name shall relieve UC of the obligation to pay
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any Lease payment ormf any other obligation under this Agreement. In
the event of |oue or damage not attributable solely tothe negligence of
Supplier, UG. ot the option nf Supplier shall:
a) Place the Product ingood condition and repair: or
-
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 (1) 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 'I(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
10
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b) Replace the Product with like equipment hn good condition and repair
with dear title in Supplier and subject to all of the banns and
conditions of this Agreement: or
o) Pay hu Supplier the sum of all Lease payments due and owing atthe
1
time of such loss or damage and the fair market value nf the equipment
�
from the date cfsuch |ouu or damage,
Upon replacement of the Product pursuant to subparagraph (b)
above or upon Supplier's receipt of the payment provided for in
subparagraph (o). UC and/or UC insurer shall be entitled to
Supplier's interest in the original Pnoduct, for salvage purpomes, at its
then-current condition and location. AS |8. WHERE IS, WITHOUT
ANY WARRANTY, EXPRESS ORIMPLIED.
12.3.4. UC shall have an option to purchase the Product AS |S. WHERE |S, by
giving Supplier at |usot thirty (30) days prior notice of UC intent to
purchase at the termination of the term specified in any order orany
renewal thenaof. The purchase price shall be $1 plus all applicable sales
taxes.
12.3.5. At the and of the lease term UC mhoU either (i) purchase the leased
Product for$1or(ii)have Supplier remove the leased Product.
12.3.8 Leases are non-cancelable-and lease factors, for NEW p|aoamanb, are
subject bn change ono quarterly basis with 3D business days advance
notice toUC.
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 naqumohad by UC. Supplier shall rent its Products to UC for a term of
less than one (1) year based un the same pricing os one (1) year rental.
The minimum rental period is ninety(&O)days.
12.4.3. UC may upgrade or downgrade o 12-month nunba| Product and/or
add/remove optional features at any time during the rental period without
penalty.
12.4.4. UC may terminate, without penalty, s 12-month rental at anytime with on
advanced 00'day written notice boSupplier.
12.4.5. UC shall have the option hm extend the original rental term on a month4o-
month basis ut the same monthly 12+nonth rental payment.
12.4.6. UC may terminate Products for which the 12-month rental iemn has been
.
extended by giving Supplier at |moot 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 nhoU provide
maintenance service en specified in this Agreement.
11
. .
12��. If UC purchases any orall pieces ofProduct(y) within ninety (AO) days
after installment, 1OU96of the base rental charges billed and paid during
the first ninety(QO)days may be applied toward the purchase price. After
ninety(9O)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 nynte| conversion credit of 7296 ofa single unit purchase
price will ba available 8nUC for the continuous rental of Supplier Product.
If UC converts the nanbe| Product to purchase after ninety(DO)days of an
insto||aUon, the warranty will not ba 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 athree
year term are new oruoed/remanufoctured. based upon availability, and
owned by Supplier nr Supplier's Dealer Partner.
12.52. For new Products nanhod by UC. UC may upgrade/downgrade/terminate
up to 59& of the total 36-month rental population per year without pana|h/.
provided UC gives Supplier an advanced 00-day written nuhoa. For
uaed/remonufectuved Products. UC may upgrade/downgrade/terminate
1009& of the 36-month used/namanufaotunud rental population without
penalty, provided UC gives Supplier on advanced QO-day written notice.
12.53� 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 3O'
month rental pricing on a month-to-month or (|U if UC commits to a
another 12-month berm. Supplier agrees 0m reduce its original 36-mnnth
n*nto| 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 bonno' 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 m period of time equal to
the full term o(the Rental Agreement, then that Product may becanceled
mt the end of any month without obligation tn pay liquidated damages for
that piece of Product, provided ninety(gO)days advance written notice of
cancellation is given to the other pady. Except for allowable upgrades as
`
defined in paragraph 12.5.2, |fUC cancels this Agreement with respect to
any orall Products. then UC agrees to pay Supplier liquidated damages
equal toGOY6of the remaining rental payments.
� 12.6.& During the benn of the Rental Agreement, Supplier shall provide
maintenance service es specified 1n this Agreement.
12�5.7� If UC purchases any or all pieces of Product(s) within nine� (QO) days
after insbsUhnent. 10096 of the base rental charges billed and paid during
the first ninety(QD)days may bm 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 single unit purchase
price will be available toUC for the continuous rental of Supplier Product,
i |fUC converts the rental Product hu purchase after ninety (QO) days ofon
i
installation, the warranty will not be available on the unit.
12.8. 12—MONTH RENTAL COST PER COPY(includes hardware service &sul2plies)
12.11. Supplier agrees to rent to UC Products recited in Attachment 1(D) wno
uood per copy bonio' if requested by UC` in accordance with the
requirements set forth inthis Agreement. The Products rented onncost
per copy basis for a one (1) year term and are owned by Supplier or
Supplier's Dealer Partner.
12.8.2. If requested by UC, Supplier shall rant its Products on ouomt 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 iu ninety(QO)day�
| '
12.8.3. UC may upgrade ordowngrade 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 honninate, without panm|h/. a 12-month cost per copy plan at
anytime with an advanced 80-doy written notice h»Supplier.
12.6.5. UC shall have the option to extend the original ranbe| term at the same
cost per copy pricing.
12.6'8. UC may terminate Products for which the 12-month cost per copy term
has been extended by giving Supplier a1 least thirty(3O)days prior written
notice without penalty.
12.6.7. 12-mon(h 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 mn specified in this Agreement.
12.6.9. UC must choose the appropriate band and modeVcunfigu ration based nn
expected volume and user requirements,
12.6.10. 12-month Cost per Copy plans will be billed monthly on o by model/by
unit basis; the bill total will be the low-end volume nfthe associated band
mr actual,whichever iagreater.
'
12.7, 36-MONTH RENTAL COST PER COPY(includes hardware, service and
| sJpgliesJ
12.7.1. Supplier agrees to rent to UC Products recited in Attachment 1(U) 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 o coat per copy basis for elhree (3) year harm are
new or,umed/nmmanufacbunud' based upon availability, and one owned by
Supplier or Supplier's Dealer Partner.
13
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12.72 For new Products onu38+nonthcost per copy program, UCmay
upQnade/dbowngnode/tonnina1euptnG96cf the total 3S-month cost per
copy population per year without penalty, provided UC gives Supplier an
advanced AO'day written notice. For uaad/remanufoctured Products ono
| 38-month cost per copy program, UC may upgnade/dmwngnade/termineio
| 1OOY6of the 38-monthuned/nemanu#acturad cost per copy population
without penalty, provided UC gives Supplier an advanced&O-doywritten
notice.
12.7.3. UC shall have the option to extend the original 36-month cost per copy
nanto| term ot(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 ho reduce its original 30-morth 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 9rodu�sfor which the 36-mnnth coot 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 nunha| plan, Supplier ohuU provide
maintenance service ao specified |n this Agreement.
12.7.6. UC must choose the appropriate brand and modo|/ounfiQuration based
on expected volume and user requirements.
1277. 36'month Cost per Copy nan{a| plan will be billed monthly on m by
model/by unit basis; the bill to total will be the low-end volume of the
associated brand or actual, whichever iogreater.
12.7.8. Products installed on a 30-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 m research and analysis to determine the requirements for
each Product installation. |n the event UC does not agree with Supplier's
selection cf Product, UC will order Supplier's Products based on the other
options available toUC including purchase, lease and rental.
12.7.9. Supplier and UC mutually agree that Supplier's Product(a) 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
naqumat, be replaced to another Supplier brand Product that is
appropriate for the defined requirement. UC will not be liable to Supplier
' for any |qmoea incurred by Supplier within first ninety (90) days after
installment. After 90-daym. UC shall pay the low-end volume of the
, aaaom|oWed band or the actual meter clinkm, 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 onUCrequest.
14
,
13.
GENERAL TERMS AND CONDITIONS
131. 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 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 ofservices, Certificates of insurance should be delivered to:
University of California Office nf the President
Attn: Lesley Clark
Strategic Sourcing
1111 Franklin St.#10320B
Oakland, CAA4GD7'52OO
13.3. Product Certification Supplier hereby certifies and warrants that all products sold
toUC under this Agreement:
°
Shall be new and genuine;
°
Shall be provided to UC in the manufacturer's original packaging unless
otherwise requested byUC;
°
Shall be manufactured and sold or distributed to the supplier for retail
sales in the United States;
°
Shall be sold ho the supplier from legal and reputable channels,which are
understood to be the manufacturer or authorized representatives of the
manufacturer;
°
Shall not be`altered nr misbranded within the meaning of the Federal and
State laws applicable 0o such products.
13�. Auditina Requirements This Agreement and any orders resulting therefrom shall
be subject to examination and audit by University end/orSbah* ufCoifoxnioforo
period nf three (3)years after final payment. The examination and audit shall be
confined tm 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 lim it any rights afforded to
UCby 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 muoem shall commence upon acceptance of the
Products byUC.
13.O. below,�� provided � ��. thieAgreement shall
- be ef�»oUva for a period of five (5) years, commencing May |. 2005 and ending
/\ph| 38. 2810. UC reserves the right to renew mrextend the Agreement for up to
�
three(3)additional one-year periods at the same terms and conditions.
^
13.7. Termination of Agreement LIC may terminate this Agreement for convenience at
any time, in whole or in part, in accordance with the terms of Arflcle 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
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U any termination of this Agreement takes place, Supplier yhd| 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
(AO)days will boin good faith negotiated between UC and Supplier.
�
In the event Supplier cannot ordoes not perform its obU8admno. UC reserves the
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right 0u terminate the Agreement. If within five (5) working days of receipt of
written notice from UC of Supplier's bnaeoh of any term or condition of the
Agneement. Supplier shall fail to remedy such breach, then UC may ot any time,
by written noUoe, terminate the Agreement in vvhn|e or in port. Termination under
this provision aho|| not apply bnorders received by Supplier prior to the effective
date oftermination.
13.8. Marketing References Supplier shall not make reference to UC` in any literature,
promotional materia|, brochures, or ua|aa presentations without the express
written consent ofo duly authorized officer nfUC.
119. Amendments Any changes 0m the Agreement requested by either party nhoU be
|
effective only if mutually agreed in writing by duly authorized representatives of
| UC and Supplier. This Agreement shall not be modified or amended nr any right
ofa party waived except by such written amendment.
13.10. Failure to Enforce Failure by either party at any time 8o require performance by
the other party nrtn claim a breach of any provision of this Agreement shall not
be construed as effecting any subsequent breech 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 0u be inva|id,
vnid, or illegal ohmU in mV 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 ohoU be governed in all respects by the |avvo
of the 8tmbu of California.
1313� Relationship Supplier shall have no power to bind UC and shall nnt, under any
^ circumstances, be considered to be an agent, representative or fiduciary of any or
all Vf the preceding. Instead, Supplier ivan independent contractor and neither it
nor its omp|nyeam, agents, contractors or subcontractor iemrwill be an emp|nyee,
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
mmp|uyaeu, agents, contractors or subcontractors engaged by it in the
performance of this Agreement
This AQraamerd, together with the above named instruments, constitute the entire
_ agreement between the UC and Supplier with respect to the subject matter hereof and
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supersedes all previous negotiations, prnpoon|o, commitments, writings, advertisements,
publications, and understandings.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed 000fthe date first above wriUen, such parties acting by their officers being
thereunto duly authorized.
THE REGENTS OFTHE UNIVERSITY CANON U.S.A., INC.
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OF CALIFORNIA
Signature V Signature
ylg(r'-I Steven H. Lane
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Name, printed ortyped Name, printed ortyped Director, Budget/Financial Analysis
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Title ` AV �TUa
i A November 22, 2005
Date ' ` Date
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ATTACHMENT "E„
Beal Beach Addendum
SEAL BEACH ADDENDUM
This Addendum ("Addendum") umuudm dm Customer Care Maimznuuuu Agreement ("Maintenance Agreement")
between the City of Scm| Beach ("Customer") and C3 0[Uco Solutions ("C3`) approved on April 28, 2014.
Customer and C3 are each u '^Pur1y" and arc referred to collectively as "the 9urdoy." The Parties agree that the
following umu,men|ix added uxuo additional provision mthe Maintenance Agreement.
L All provisions nf Master Enabling Agreement#7U8l8 dated August l. 2OO& between the Trustees ofthe
California State University and Canon USA, Inc., and all amendments then:um. (collectively the "Master Enabling
Agreement")are hereby inonqpnouoJ into the Kauiomuuouu Agreement by this mb:rcoox except for any bmkubou on
the term of the Master Enabling Agreement that is inconsistent with the stated term of the Maintenance Agreement,
In all other regards, if there is any material discrepancy between:())the Master Enabling Agreement, including but
not limited tn its provisions relating to non-appropriation offunds, risk u[loss, ioxumuoe` indemnification, service
Auummeem` linnimuiuou on liability, and the ability of the City to cuuu6 the Agreements ua described iothe Master
Enabling Agreement;and(2)the Maintenance Agreement, then the provisions of Master Enabling Agreement shall
control.
2. Concurrent with approval uy the Maintenance Agreement, the City Council is approving that certain State
and Local Government Lease-Purchase Agreement ("Lease Agrromont') between Customer and Dm Luge Luodnu
Public Finance LLC ("De LaAo"). C3 agrees to defend, indemnify, and 6cJd Customer, its officials, officers,
employees, volunteers and agents serving no independent contractors in the m|o of city olUoiuJx (collectively
"Inderruii tees") 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
Lou,o /\greement, iudmbug without limitation the payment m[all consequential damages and onu000ya` fees and
other related costs and nxycnucu, rucop/ for such |oya or damage arising from the sn|o negligence or "/iU/u|
misconduct of Customer. With respect to any and all such uhnrmuid ouito, mc*imnu, or other legal proceedings of
every kind that may be brought or instituted ugulnst }odemoitcns. C3 shall defend BmJcmoiucex. at C}`o own cost,
cupunsv, and dok. and shall pay and satisfy any judgment, avronl. or J*cn:e that may be rendered against
Indonnhcco. C2 shall reimburse City and its dir*o»mrs, uOSoiolo, officers, cmy)oyuus, agents and/or vu|untcocu. for
any and all l*8m| nxpoomeo and costs incurred by each of them in connection thon:v,itb 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 en,uuu:d in cnumuqpurtu, each of which xhuU be an original, but together shall
constitute one and the same instrument.
3. Except as specified in this Addendum, the Agreements shall remain uastated. In the event oyaconflict
between the terms and conditions uf the Agreements and this Addendum,this Addendum will control.
CITY 0F SEAL BEACH C3 OFFICE SOLUTIONS
Name(Please Btut) Name(Please Pi-int)
Signature 6ig�nutu
Title Title
Dam Date
u7296-Umn/o687472,Lmoc