HomeMy WebLinkAboutAGMT - C3 Office Solutions & De Lage Landen - City Hall100 --100 �90DO
De Lage_Landen Public Finance LLC State and Local Government Lease - Purchase Agreement
1111 Old Eagle School. Road PHONE: (900) 736 -0220
Wavne.. PA 19087, - FAUSIMILE:(800) 700 -4643
Ftlr Leo share
19aelnmGt
CITY OF SEAL BEACH
; (562) 431 -2527
00,LNareplatN
_
I Rrctasa tray Rmakdm Mnae
cry
Sim hp
sate trWlu wNlvAWid.
211 8th Street
Seal Beach CA 90740
nfem
No/4FO.
Sam Mead
DedI".tNUm SAW-Ae Sda]bll NeassY) __ "_
—
See Attachment 2 - Egrdpment Description
'Ealwea Lalbi nl,W 53ramelWKl
Ca/
sae Zp
Hume d Lua FepinAS
lme Pepmm:
60
FM Law Peyw SmNew mom as aaathmdl
ey decades
igowneip iga)dan, YOUlmdnadgldafavicas Not or oog, bw~ oflias"o'e
SmbnlBlnKaNe)tl W hYWhrie beraa Cores" MW N5 e)( rMlepmhdamd ddI 11hyOu
Nareb/Ym1
am
-: Full UmarT.D.Dmmv)
P Finaency
��!!
88:
j Cingo
�O D,WdIy
YOIie(dGWlnedatle &m MecaNanmsmNlmmsthadwswook;aWuha
ma YOUl WadapWaaellld awpW Ne edsds yw In pnW WilWa Wt LdSeN ntl wduoly espmd
'.IOacNSlo,maAm.
f7 iansho If
❑ merWp
nJ Bml OUpltalan we
❑ ae
DdaLaWapmst
used YOUR copy of Ws Slam
and Me W" VIE. US' en
ASE: WE Spice to lame to YI
j on Nit tams mid an611on
RR: lips Lease is ellectlre an
I tic
none
pmt
ovate
a Len
YOU asmn
s m make all
EMS AND CONONIO
ease) Iaefuly aid e
us successors and as
listed ahms (and an
data When due, YOU WIN pay
(Terms and Condemns caroled an the :creme side of this Lease.)
PIP Ida
e®orrt YOU may lure about 11, Words 'YOU' and *VOW later to
he EAdpmmtl.
mhSing an replacement pads, report, atltlillane and aecrosonas
Y Ne date Ihm dins ae advano d M US to YOU, de vendor of the
is') and conti uS mermRer for an odgltd ten r0a gloal Term')
ns rRemval lanms) andtlNg pain YOUR WOpetYear to to Our
towed Team and the FOR ease Tmn has been coltNleted. YOU shill
117. Lem Payments Will be due a ace MM m Acactemul 1 udd
th F the 1-8358 Payment Schedule. aponbn of each Lase Payment
I mlta6limd AM ale not Sawa to 01:811itUml rodauddh1 mmN
lm or Nt madmuat am ®m permitted by 4v, wMaherver Is less,
ar pay the Lease Paymelps Iercmder. YOU memorably balhve rtm
e officer Oat den ON mllep tawtNy, w1Upn his or has power rto obtain
10 each prgdmd wind budget slbnhdd for approval N amlr-
vding the lamgaing, the decision whether to budget ar appropriate
gated and appropriated for that purpose during YOUR mm curved
tawal Term, this Case scud be deamad mnrmmtedat de end of IN
On den rm
curl OrigIlet Tom Removal Term, but at to give
damswith This SWIo nn n,YOUagraat YOURCOMAMei M,to
a WARRANTIES OF MEWMMABIUTY, ON FITNESS FOR A PAR-
30 ACKNOWLEDGE THAT NO ONE IS AUTHORIZED TO WAIVE OR
iSENTATION OR WARRANTY ABOUT THIS LEASE OR THE EQUIP- .
ACH OF WARRANTY OR REPRESENTATION OR RESULTING FROM
AFFECTED BY ANY DISPUTE, CLAIM COUNTERCLAIM, DEFENSE
IF THE EQUIPMENT ffUMESS THOSE COSTS ARE INCLUDED IN THE
AYATIDURDISCREiION CONFIRM BYTFIBHONETHATYOU HAVE
nit am T T
Contractsctalist
F. BEIAGE LANDEN PUBLIC FINANCE LLC
Ia KN
PUB 13266 _
teeeDO
May 7 _ , 2014
Yada LD.tAefv
G''--- 1�1 3 -1q
It, TITLE, PERSONAL PROPERTY, LOCATION, INSPECTION, NO MOOIFICATXINS OR ALTER-
ATIONS, YOU have title to the Equipment: provided that title to the Equipment will immediately and
without any action by YOU vest in US, and YOU shall immediately surrender possession of the
Equipm ant to US, (a) upon any termination of this lease other than termination pursuant to Section
17 or (b) if YOU are in default of this Lease, it is the intent of the parties hereto that any transfer of
title to US pursuant to this Section shall occur automatically without the nwassfity of any bill of sale,
certificate of tide or other instrument of conveyance. YOU shall, nevertheless, execute and deliver
any such instruments as WE may request to evidence such transfer. As security for YOUR obliga-
tions hereunder, WE retain a security interest in the Equipment and all proceeds thereof. YOU have
the right to use the Equipment during the term of this Lease, except as otherwise expressly set forth
in this Lease. Although the Equipment may become attached to real estate, it remains personal
property. YOU agree not to alter or modify the Equipment or permit a lien to be placed upon the
Equipment or to remove the Equipment without OUR prior written consent, If WE feel it is neces-
sary, YOU agree to provide US with waivers of interest or liens from anyone claiming any interest
In the real estate on which any items of Equipment is located. WE also have the right, at reason-
times. to inspect the Equipment.
9. MAINTENANCE. YOU are required, at YOUR own cast and expense, to keep the Equipment
in good repair, condition and wording order, except for ordinary wear and tear, and YOU will supply
all parts and servicing required. All replacement parts used or installed and repairs made to the
Equipment will become OUR property.
YOU ACXNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR PROVIDING ANY REQUIRED
MAINTENANCE ANOtOR SERVICE FOR THE EQUIPMENT, YOU WILL MAKE ALL CLAIMS FOR SERV-
ICE ANDRIR MAINTENANCE SOLELY TO THE SUPPLIER ANDIOR MANUFACTURER AND SUCH
CLAW WILL NOT AFFECTYOUR OBLIGATION TO MAKE ALL REQUIRED LEASE PAYMENTS.
10. ASSIGNMENT. YOU AGREE NOT TO TRANSFER, SELL, SUBLEASE, ASSIGN, PLEDGE OR
ENCUMBER Eli THE EQUIPMENT OR ANY RIGHTS UNDER THIS LEASE WITHOUT OUR PRIOR
WRITTEN CONSENT. YOU agree that WE may sell, assign or transfer this Lease and, if WE do, the
new owner will have the same rots and benefits that WE now have and vAil not have to perform any
of OUR obligations and the rights of the new owner will not be subject to any claims, counterclaims,
defenses or set -offs that YOU may ihave against US, YOU hereby appoint Municipal Registrar Services
(the "Registrar"] as YOUR agent for the purpose of maintaining a written record of each assignment
in form necessary to comply with Section 149(a) of the Internal Revenue Cade of 1966, as amended.
No such assignment shall be binding on YOU until the Registrar has received written notice from the
assignor of tae name and address of the assignee.
11. LOSS OR DAMAGE, YOU are responsible for the risk of loss or destruction of, or damage to
the Equipment. No such lass or damage relieves YOU from any obligation under this Lease. if any of
the Equipment is damaged by fire or other casualty or ate to, or the temporary use of, any of the
Equipment Is taken under the exercise of the power of eminent domain, the net proceeds ( 'flat
Proceeds') of any insurance claim or condemnation award will be applied to the prompt replacement,
repair, restoration, modification or improvement of that Equipment, unless YOU have exercised YOUR
Much to purchase the Equipment pursuant to Section 17. Any balance of the Net Proceeds remain-
ing after such work ties been completed shat be paid to YOU.
12. INDEMNITY. WE are not responsible for any losses or Injuries caused try the manufacture,
acquisition, delivery, installation, ownership, use, lease, possession, maintenance, operation or rejec-
tion of the Equipment or defects in the Equipment. To the extent permitted by law, YOU agree to reim-
burse US for and to defend US against any claim for losses or injuries relating to the Equipment This
indemnity will continue oven after the termination of this Lease.
13. TAXES. YOU agree to pay all applicable license and registration fares, sale and use taxes, per-
sonal property taxes and all other taxes and charges, relating to the ownership, leasing, rental, sate,
purchase, possession or use of the Equipment (except those based on OUR net Income). YOU agree
that if WE pay any taxes or charges, YOU will reimburse US for all such payments and will pay US
interest and a late charge (as calculated in Section 3) on such payments win the next Lease Payment,
plus a fee for OUR collecting and administerkhg any taxes, assessments or fees and remitting them
to the appropriate authorities.
14, IOSURANCE. During the term of this Lease, YOU wit keep the Equipment insured against all
risks of Ioss or damage in an amount not less than the replacement cost of the Equipment, without
deductible and without ca- knsurarx;e. YOU oil also obtain and maintain for the term of this Lease,
comprehensive public fialift insurance rig both personal injury and property damage of at
least $100,000 per parson and SM.000 per occumme or bodily injury and $50,000 for property
damage. WE nwli be the sole named loss payee on the propetty, insurance and named as an addition-
al Insured on the public liability, insurance. YOU will pay all promitams for such insurance, and must
deliver proof of insurance coverage satisfactory to US. it YOU do not provide such insurance, YOU
agree that WE have the right, but not phi obligation to obtain such Insurance and add an Insurance
fee to the amount doe from you, on which we maize a pmfi.
15. DEFAULT. Subject to Section 5, YOU are in default of this Lease If any of the following
occurs: (a) YOU fail to pay any Lease Payment or other sum when due; (b) YOU breach any wanarn-
ty or other obligation under this lease, or any other agreement with US, (c) YOU become insolvent
of unable to pray YOUR debts when due, YOU make an assigrurhent for the benefit of creditors or YOU
undergo a subsbmial deterioration in YOUR financial connd Lion, or (d) YOU file or have filed against
YOU a petition for liquidation, teorganizabo n, adjustment of debt or similar relief tided the Federal
Bankrupted Coe 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 sullgatfial part of YOUR assets.
16. REMEDIES. WE have the following remedies t YOU are in default of this Leese: WE may
declare the entire balance of the un pad Leese Payments for the then current Original Term or Renewal
Temm immediately due and payable: sue for and receive all Lease Payments and arty other payments
than accrued or accelerated under this Lease; charge YOU interest on all monies due US at the rate
of eighteen percent (18%) per year from the date of default until paid, but In no event more than the
maximum rate permitted by taw. Burge YOU a return -check or non - sufficient funds charge (NSF
Ciharga ") of 525.00 for a check that is returned for any reason: and require that YOU return the
Equipmartt to US aid, H YOU faill to Tatum the Equipment, enter upon the premises peaceaW with or
without legal process where Ufa 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 in wrift it the Equipment Is returned or repossessed by US and unless WE have terfn -
noted this Lease, WE )OR set or re-cant the Equipment to any persons with any terms WE determine,
at one or more public or private safes, with or without notice to YOU, and apply the net proceeds after
deducting the costs and expenses of such sale or re -rent, to YOUR obligations with YOU remaining
Rable for wry deficiency amt with any excess over the amounts described in this Section plus the then
applicable Purchase Price to be paid to YOU.
YOU are also required to pay (i) all ox�r�ses Incurred by US in connection with the enforcement
of any remedies, including all expenses of repossess4. storing, shipping, repairing and selling the
Equipment, and if) reasonable anomeys' fees.
17. PURCHASE OPTION. Provided YOU are not in default. YOU shat have the option to purchase
all but tot less than all of the Equipment (a) on the dale the last Lease Payment is due (assuming this
Lem is renewed at the end of the Original Term and each Renewal Term), if this Lease is still in effect
on that day upon payment d full of Lease Payments and all other amounts then due and the payment
of One Dollar to US: (b) on the last day of the Original Term or any Renewal Term then in effect, upon
at least 60 days' riot written notice to US and payment in full to US of the Lease Payments and all
other amounts than due plus the then applicable Purchase Price set lorth an the Lease Payment
Schedule: or (c) t substantial damage to or destruction or condemnation of substantially all of the
Equipment has occurred: on the stay dated in YOUR written notice to US of YOUR exercise of the
purchase option upon at least 60 days' prior notice to US and payment in full to US of the Lease
Payments and all other remounts them due plus the then applicable Purchase Price set forth on the
Lease Payment Schedule,
18. REPRESENTATM AND WARRANTIES. YOU warrant and represent as follows: (a) YOU
are a public body corporate and politic duly organized and existing under the consfitution and laws of
YOUR State with full power and authority to enter into this Lease and the transactions contemplated
hereby and to perform all of YOUR obligations hereunder, (b) YOU have duty authorized the execu-
bon and delivery of this Lease by proper action by YOUR governing body at a meeting duly called,
regularly convened and attended t rougimt by the requisite majority of the members thereof or by
other appropriate official approval, and NI requirements have been met axle procedures have occurred
in order to ensure the va bty and enforceability of this Lease; (c) YOU have compiled with such pub-
lic bidding requirements as may be applicable to this Lease and the acquisition by YOU of the
Equipment (d) at authorizations, consents amt approvals of goveminental bodies or agencies
required In connection with the execution and delivery by YOU of this Lease or in connection with the
carrying out by YOU of YOUR obligations hereunder have been obtained; (a) this Lease constitutes
the legal, valid and binding obligation of YOU enforceable in accordance with its terms, except to the
extent limited by applicable bankruptcy, Insolvency, reorgarhtzatton or otter lays affecting creators'
rights generally; (f) YOU have, in accordance with the requirements of law, fully budgeted and apps
priated sufficient funds for the current budget year to make the Lease Payments scheduled to come
dire during the currant budget year and to meet YOUR other obligations render this Lease for the cur-
rent budget year, and those funds have not been expended for other purposes; (g) the Equipment is
essential to YOUR functions or to the services YOU provide to YOUR cittzens, YOU have an immedi-
ate need for the Equipment and expect to make immediate use of the EdrhipmerrL YOUR creed for the
Equipment is not temporary and YOU do not expect the need for any item of the Equipment to dimfrF
ish in the foreseeable future, Including the Full Lease Term, and the Equipment will be used by YOU
only for the purpose of performing one or more of YOUR governmental or proprietary functions con-
sistent with the permissible scope of YOUR authority and writ not be used in the trade or business of
any other entity or person: and (h) YOU have new failed to appropriate or otherwise make available
funds sufficient to pay rental or other payments caning due under arty tease purchase, installment
sale or other similar agreement.
19. IICC FILINGS AND FINANCIAL STATEMENTS. YOU autorize US to file a financing state-
ment with respect to the Equipment, I WE feel it is necessary, YOU agree to submit financial state-
ments (audited it available) on a quarterly basis.
28. UGC - ARTICLE 2A PROVISIONS. YOU agree that this Lease is a Fman Lease as that term
is defined in Article 2A of the Uniform Commercial Coda {M3CC "). YOU acknowledge that WE have
given YOU the name of the Supplier of the Equipment. WE hereby no City YOU that YOU may have
rights under the contract with the Supplier and YOU may contact the Supplier for a description of arty
rights or warranties that YOU may have under this supply uurtrant. YOU also waive any and all rights
and remedies granted YOU under Sections 2A-508 though 2A-522 of the UCC.
21. TAX EXEMPTION. YOU will comply with aft sot" provisions of the Internal Revenue
Code of 1988. as amended, including without Imitation Sections 103 aid 146 thereof, and the Nbpl-
table regulations thereunder to maintain the exciasisn of the kerest portion of the Lease Payments
from gross income for purposes of federal Income taxation.
22. BANK QUALIFICATION. If YOU checked the 'Bank Qualification Elected" box an the from
page of this Lease YOU and all YOUR suborldlinale and es will not issue in excess of $10,000,000 of
qualified tax - exempt obligations (Including this Lem but excluding private activity bonds other than
qualified 501(cj(3) lords) during the calendar year in which WE fund this Lease vi tout first obtain-
ing an conkxt of natiocsefy recognfmd counsel in the arm of tax-exempt municipal obligators
acceptable to US that to designation of this tease as a 'qualified tier - exempt obligation" will not be
adversely affected.
23. CHDICE OF LAW; JURY TRIAL WAIVER. This Lease shaft be governed and construed in
with the Was of the stalle where YOU are located. To Cho exterd permitted by law, YOU
agree to waive YOUR rights to a trial by jury.
24. ENTTREAGREEMENT, SEVERABi M, WAIVERS, This Lease contains to entire agreement
and understanding. No agreements or understandings are binding on the parties unless set forth in
writing and signed by the pares. Any provision of this Lease which for any reason may be held uen-
orhoable in any jurdsthCbon shall, as to such jur srfictkn, be ineffective without knvallifing the remain-
ing provisions of this Lisa. THIS LEASE IS NOT INTENDED FOR TRANSACTIONS WITH AN EQUIP-
MENT COST OF LESS THAN $1.000.
25. FACSIMILE DOCUMENTAMN. YOU agree that a facsimile copy of this Lease with facstmi-
le signatures may be treated an an original and will be admissible as evidence of this Lease.
Pa7 2 of 2
0412 All Rrerns flmm t Prttded w the U.S.A. 12PFOOC207 4112
ATTACHMENT 1 STATE AND LOCAL GOVERNMENT LEASE-PURCHASE AGREEMENT
Lease Payment Schedule
LESSOR: - DE LADE LANDEN PUBLIC FINANCE LLC
LESSEE: ..CITY OF SEAL BEACH
- - — — - ------------------
LEASE NUMBER: PUB 13266
LEASE DATE: _ .20
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 -monthly as specified in the Payment Frequency box of this Lease. It 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 the month, commencing on the 1st day of the
..second succeeding month after the month of such Cornmencernent Date,
Payment Number
Rental Payment
Interest Portion
Principal Portion
Balance
Purchase Price
Loan
0,00
- ---- -----
0,00
0.00
125,961,34
0.00
1
2,334.06
446,21
1.887.85
124,07149
127,795.69
2
2.334M
439.52
1,894.54
122,178.95
125,844.32
3
2,334.06
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
2,33406
419.32
1,91434
116,454.98
119,94863
6
2,334.06
412.53
1,921.53
114,533.45
117,969,45
7
2,334.06
405.73
1,928.33
112,605,12
115,98127
8
2,334-06
398,90
1,935.16
110,669.96
113,990.06
9
2,334,06
392.04
1,942,02
108.727.94
111,989.78
10
2,334,06
385.16
1,948.90
106,779.04
109,982,41
11
2,334.06
37826
1,955,80
104,82124
107,967,94
12
2.334.06
371,33
1,962.73
102,860.51
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
98,91417
101,881.60
15
2,334-06
350.40
1,983.66
96,930.51
99,836.43
16
2,334.06
34137
1,990-69
94,939,82
97,788.01
17
2,334,06
336.32
1,997.74
92,942.08
95,730.34
18
2,334.06
329.24
2,004.82
90,937,26
93,665.38
19
2,334,06
322,14
2,011.92
88.92534
91,59110
20
2,334.06
315.01
2,019.05
86,906.29
89,513,48
21
2,334.06
307,86
2,026.20
84,880.09
87,426.49
22
2,334.06
300,68
2,03138
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
28615
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
2,334.06
271.72
2,062.34
74,640.92
76,8M 15
27
2,334,06
264.41
2,069.65
72.571-27
74,748A1
28
2,334.06
257,08
2.076.98
70,494.29
72,609. 12
29
2.334.06
249.72
2.084.34
68,409,95
70,462.25
30
2,334.06
242.34
2,091.72
66,318.23
66,307.78
31
2,334.06
234,93
2,0W 13
64,219,10
66,145-67
32
2,334,06
227,49
2,106.57
62,112.53
63,975.91
33
2,334.06
220.03
2,114.03
59,998.50
61,798,46
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
2,1136.58
53,611.37
55,219.71
Sates tax ol J9,330.47 __ - is included in the financed amount shown above.
Lem Siqnature
Oak
Tlle.
Print Name"
,t)2012 All Rights Ri
W the USA 12PFOOC224 I1/12
J'n
M
U_
0-
cw
W the USA 12PFOOC224 I1/12
ATTACHMENT 1 STAR AND LOCAL GOVERNMENT LEASE-PURCHASE AGREEMENT
Lease Payment Schedule
LESSOR: PE LADE LANDEN PUBLIC FINANCE LLC
LESSEE: CITY OF SEAL BEACH
LEASE NUMBER: PUB 13266
LEASE DATE-- __!�7 20
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. Tne period for each periodic anniversary is man-thty- 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 the month, commencing on the 1st day of the
succeeding month after the month of such Commencement Date.
Payment Number
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
Grand Totals
Lessee %nawml
PrintNam: - __
Rental Payfmnl Interest Portion Principal Portion Balance purchase Price
2,334.06
189.91
2,144.15
51,467.22
53.011.24
2,334.06
182.32
2,151.74
49,315.48
50,794.94
2,334.06
174,70
2,159,36
47,156.12
48,570.80
2,334.06
167.05
2,167.01
44,989.11
46,338.78
2,334.06
159.37
2,174,69
42,814.42
44.098.85
2,334,06
1151.67
2,18139
40,632,03
41,850,99
2,334.06
143.94
2,190.12
38,441,91
39.59517
2,334.06
136.18
2,197.88
36,244.03
37,33135
2.334,06
128.39
2,205.67
34,038.36
35.059.51
2,334.06
120.58
2,213.48
31,824.88
32,779,63
2,334.06
112.74
2,221,32
29,603.56
30,491.67
2,334,06
104.87
2,229.19
27,374.37
28,195.60
2.334.06
96.97
2,237.09
25,137.28
25,891.40
2,334.06
89-05
2,245.01
22,892.27
23,579.04
2,334.06
81.09
2,252.97
20,639.30
21,258,48
2,334.06
73.11
2.260.95
18,378.35
18,929.70
2,334.06
65,10
2,268.96
16,109.39
16,592.67
2,334.06
57.07
2,276.99
13,83140
14,247.37
2,334-06
49.00
2,285.06
11,547.34
11,89176
2,334.06
40.91
2,293.15
9,254,19
9,531,82
2,334.06
32.78
2,301118
6,952,91
7,161.50
2,334.06
24.63
2,309,43
4,643.48
4.782-78
2,334.06
16.45
2,317.61
2,325.87
2,395.65
2,334,06
8.19
2.325.87
0.00
0.00
140,043.60
14,082.26
125,961 .34
Wale:
t
_q2
0
1,
CL
Title
PaYe or ---
R,.�M FTin'll
2 All RiqWRawvtd Pain
SIA 12PFD(X224 11112
ATTACHMENT 2 STATE AND LOCAL GOVERNMENT LEASE - PURCHASE AGREEMENT
EQUIPMENT DESCRIPTION
LESSOR: DE LAGE LANDEN PUBLIC FINANCE LLC
LESSEE; CITY OF SEAL BEACH
LFASENUMBEA: PUB13226
LEASE DATE: May 7 ,2D ?4
NoJModel No.
1 New Canon 5235 Digital Copier with Attachments
S/N:_-R LC��
1 New Canon 6250 Djjiigit�itall Copier with Attach�meents
1 New Canon 5255 Digital Copier with Attachments
S /N:
1 New Canon 6255 Digital Copier with(AAttttaacchments
SIN: I'm2_6 1 ( I) �
3 New Canon 1030 Digital Copiers with Attachments
SIN:
SIN.1 \l
SIN: 'r —
TT
WA
Location
211 Blh Sheet
Seal Beach, CA 00740
PAX 1 d. 1 1ON12 wXbMaeanrl iaetlii r. USA 1D 13DCIWIIW32
N
V7
U
O
0
d
0
BILLING INFORMATION
PLEASE COMPLETE THIS FORM AND RETURN WITH DOCUMENTS
In order for PLIBLIC FINANCELIC to property bill and credit your account and prepare the IRS Form
8038-G as required by the IRS, it is necessary that you complete this form and return it with the signed documents,
Billing Name: C- I I'll v IF S E A
Billing Address-
-stA L_ SEA CA t CA.- .. . ...........
Attention: . . . ........ .
(Name of individual who will process payments)
Telephone Number: 562- 4 3 k - ;14_7 - 1 .7 - ?- — — ------------------
Email Address: -e 6vi o nes-A. seti-joe4lick 411,
FoEmm:
Primary Contact Name: V-1 1c_'
Primary Contact Number: __ 5 (a 2 - 4 31
Do you require a P.0-1 to be referenced on invoices you receive from us? YES ■ NO ■
R0.4il" - - ------
Do you require summary billing? YES ■ NO ■
CONTACT INFORMATION AND QUESTIONNAIRE FOR FORM 8038•G FILINGS
Contact Narne: .......
Title:
Contact Address:
Contact Telephone Number:
Email Address:
Written Tax Compliance Procedures
The IRS Form 8038-G asks specific questions about whether written procedures exist with regard to compliance with the federal tax requirements for tax-exempt
obligations. Please answer the following questions to help us complete the form correctly prior to your signature. Please note That your answers to these questions will
not Impact the terms or conditions of the subject transaction:
1. Has the Lessee established written procedures designed to monitor compliance with federal tax restrictions for the term of the lease? Among other
matters, the written procedures should identify particular individual within Lessee's organization to monitor compliance with the federal tax require-
ments related to use of the financed assets and describe actions to he taken in the event failure to comply with federal tax restrictions is contem-
plated or discovered.
YES ■ NO ■ If Yes, please attach/provide a copy.
Answer the following question only If proceeds of the current financing will be funded to an ESCROW Account.
The IRS Form 8038-G asks specific questions about written procedures to monitor the yield on the investment of gross proceeds of tax-exempt obligations and,
as necessary, make payments of arbitrage rebate earned to the United States.
2. Has the Lessee established written procedures to monitor the yield on the investment of proceeds of the Lease on deposit in an escrow account or
similar fund prior to being spent and to ensure that any positive arbitrage rebate earned is paid to the United States?
YES ■ NO ■ If Yes, please attach1provide a copy.
U11
if you have further questions, please consult your regular bond or legal counsel.
co
C'
U
0
CL
020130R#gskset"d Ported in nee USA OFFIX]COSM12J13
De Lage Landen Public Finance LLC
1111 Old Eagle School Road
Wayne, PA 19087
Ladies and Gentlemen:
Re: State and Local Government Lease Purchase Agreement dated as of M-a5'.7..__..
De Logo Landon Public Finance LLC, as Lessor, and CITY OF SEAL BEACH
ACCEPTANCE CERTIFICATE
20_ -14_., between
, as Lessee.
In accordance with the State and Local Government Lease Purchase Agreement (the "Agreement'), the undersigned Lessee hereby certifies and represents to,
and agrees with Lessor as follows:
1. All of the Equipment (as such term is defined in the Agreement) has been delivered, installed and accepted on the date hereof.
2. Lessee has conducted such inspection and /or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts
the Equipment for all purposes.
3. Lessee is currently maintaining the insurance coverage required by Section 14 of the Agreement.
4. No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the Agreement) exists at
the date hereof.
(SEAL)
Lessee
C OF -S - — � -
W S' nafu Da l�
txQ �--
Print
Title ` r
�. (02009 AO ffiq�1134esmed Primal in Ow U S A 07PF000055e 1 3709
a
LO
LO
0
G
CL
CL
s-
0
ATTACHMENT "C"
C3 Office Solutions
18 LME=
C 30ificeSolutions
CUSTOMER CARE MAINTENANCE AGREEMENT
Version Date: April 16, 2014
1. GENERAL SCOPE OF COVERAGE This Agreement covers both the labor and the material for adjustments, repair and replacements of parts ('Maintenance') as required by normal use of the
equipment identified on the front page of this Agreement ("Equipment). Maintenance does not cover charges for installation, relocating or de- installation of the Equipment. Service necessary to
repair damage to the Equipment caused by misuse, abuse, negligence, attachment of unauthorized components, accessories or parts. use of substandard facsimite (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 if the equipment is
modified, damaged, altered or serviced by personnel other than the C3 Offfice 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
City of Seal Beach
211 8th Street Seal Beach, Ca, 90740
BILLING CONTACT*
PHONE: FAX:
562- 431 -2527 562- 493 -9857
EMAIL ADDRESS:
CUSTOMER •• •
CUSTOMER LOCATION / DEPARTMENT NAME KEY CONTACT: PHONE:
LOCATION ADDRESS:
FAX: EMAIL:
PHYSICAL LOCATION DESCRIPTION:
METER CONTACT: PHONE:
CITY: STATE: ZIP CODE:
METER EMAIL ADDRESS:
EQUIPMENT •
MODEL SFRWL NUMBER
EQUIPMENT ID NUMBER START METER
'r See Attached Addendum A
AGREEMENT ENTITLEMENT
srA8t7 Pi& A I DRTI
tTNfOL IRIICi " S7AfC$A$EK '#l1Ri BATE
incL incl. incl. Incl. incl.
�
TOTAL BASE CHARGE
Incl. incl. no no TED
a ♦ r
COMMENTS:
$1,008.00
We will contact you at time of renewal.
BASE CHARGE FREQUENCY
METER FREQUENCY
AUTHORIZING CONTRACT NUMBER:
monthly
131W cost per copy
VOLUME
OVERAGE
BASE
MIN 8/W PMT
PURCHASE ORDER NUMBER:
$0.0089
Canons/
0.02 HP's
70,000+
Color copy
VOLUME
OVERAGE
BASE
MIN B/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
agreement pertaining to the equipment hereunder. No other
agreements apply unless expressly noted on the face of this agreement
or in the contracts specified above. I understand all meter counts are
based on 8.5x11 (minimum) single sided images.
$0.069 Canon /
$.i 0 HP'S
PRINT
1'500+
RATE
VOLUME
Initial Here
Customer has declined maintenance coverage at this time. The customer
understands obtaining maintenance coverage later may incur charges in
addition to the normal maintenance charges and has been informed as
to the current time and material billing rates.
COLOR PRINT RATE
VOLUME
N/A
PRINTED NAME:
CUSTO ER SIGNAT
' Y
X
TERMS ( onths)
AGGREGATE
CONSOLIDATE
ASTER CONTRACT NUM R
DATE:
60
1. GENERAL SCOPE OF COVERAGE This Agreement covers both the labor and the material for adjustments, repair and replacements of parts ('Maintenance') as required by normal use of the
equipment identified on the front page of this Agreement ("Equipment). Maintenance does not cover charges for installation, relocating or de- installation of the Equipment. Service necessary to
repair damage to the Equipment caused by misuse, abuse, negligence, attachment of unauthorized components, accessories or parts. use of substandard facsimite (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 if the equipment is
modified, damaged, altered or serviced by personnel other than the C3 Offfice 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 visas 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 tear, subject to the general scope of
coverage, will be furnished free of charge during a service cal. C3 offers a guranteed 4 hour response time to placed service calls,
4. MAJOR REPAIRS AND UPGRADES Major repairs resulting from misuses of the product. overall falure of the Equipment resulting from the normal end of Ille cycle of the Equipment and other
repairs requiring more than customary repair and part replacements shag 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 Offifice
Solutions approved supplies (other than paper) and such supplies result in damage to the device, C3 Office Solutions may, at Its discretion, assess a surcharge or terminate this Agreement, If C3
Offfice Solutions terminates this Agreement. C3 Offfice Solutions may make service available on a 'Per Cal' basis based upon C3 Offfice Solutions standard rates in effect at the time of service .
6, SUPPLIES Supplies selected, I any, on the front of this Agreement ("Supplies"), shall be included under this Agreement C3 Offfics 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 orgy 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 Otiffice 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! Canon required electrical specification. Including but not limited to
use of designated circuit and outlets and required voltage requirements. These power standards are required by UL and/or local safety regulations. C3 Office Solutions can cancel the agreement
should customer not comply with C3 Office Solutions recommended electrical requirements
& CHARGES The tribal 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, wig be charged at the time of term renewal. Customer shah be charged according to the payment cycle indicated on the front page of this Agreement. Customer shall
pay all charges within ton (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 and of each following 12 month period thereafter, the bass charges and cost per copy charges maybe Increased by an amount not to exceed
10% of the base charge(s) and/or cost per copy charges, in effect at the end of the prior 12 month period. If stated equipments moved beyond any C3 Offfice Solutions service territory, C3 OfIfice
Solutions reserves the right to cancel this Agreement upon written notice to the Customer, or C3 Office Solutions may charge (and Customer hereby agrees to pay) a fair and reasonable upcharge
for continued service. Typically related to extreme rural relocations.
9. METER READING Customer Is obligated to provide motor reading(s) In a timely manner upon request If the Customer fags or refuses to provicts the meter reading in a timely manner. C3 Offfice
Solutions may estimate the motor based upon previous billing and service meter readings. The estimated meter will then be applied in the same manner as it the motor had been supplied by the
Customer and the Customer agrees to pay any overage charges that may result from the estimated motor rearfiN.
10. TERM This Agreement shag become effective upon C3 Oldies Solutions receipt from Customer of the millet non-refundable maintenance charge it applicable, as set forth on the first page of this
Agreement, or for such Customers that are to be billed in arrears, upon the date indicated in the 'Start Date" portion of the first page of this Agreement. The term of this Agreement shall be as
specified on the fist 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, C-3 Offirce Solutions may In his discretion take any one or more of the folloiving actions: (1) cease performing all NWIntena nce or any other service under this Agreement; (ii)
furnish MaInternanco or service upon a prepaid, -Per cair basis; a ridlor (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 duet, shall thereafter have no further hablity or obligation to C3 Offfice Solutions whatsoever
for any furlher fees or expenses arising hereunder. in the event C3 Offfice Solutions terminates this Agreement because of the breach of Customer, C3 Offfice Solutions shag be entitled to payment
for work in progress plus reimbursement for out-of-pocket expenses.
12. INDEMNITY Customer shelf Indemnify, save and hold C3 Offfice Solutions, its affiliates, officers, directors, shareholders, emplayears, 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, properly 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 shad apply. In the event Customer falls to defend such action, 03 Offfice Solutions may do so and recover from Customer in addition, all costs and expenses,
including, attorneys' foes In connection therewith. C3 Orifice Solutions shad be entitled to recover from Customer all costs and expenses including wilithiciut limitation, attorneys fees and disbursement,
incurred by C3 Offfice Solutions in connection with actions taken by C3 Offfice Solutions or its representatives (I) to enforce any provision of this Agreement; (fl) to effect any payments or collections
provided for hareln; (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
proseoute 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 fie part" 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 wig
not be unreasonably withhold, 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 unenforceablily. 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 prov;sion 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 shag 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 foxed signature of this Agreement boating authorized signatures
may be treated as an original.
17. JURISDICTION AD parties hereby consent to the exclusive jurisdiction 'Of the Federal Courts located in CA and the State Courts located in CA In any proceeding arising out of or relating to this
Agreement.
18. LIMITATION OF LIABILITY To the extent permitted by law, in no event shall C3 Offfce 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
devicels) 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 shall not be liable to Customer for any failure or delay caused by events beyond C3 Offfice Solutions control, including, without dandelion, Customer's
failure to furnish necessary information; sabotage; failure or delays in transportation at communication; boycotts; embargoes. failures or substitutions of equipment; labor disputes; accidents;
shortages of tabor, fuel, raw materials, machinery, or aWipment; technical failures; fire; storm; Rood; earthquake; explosion; acts of the public enemy; war, insurrection; riot; public disorder,- epidemic;
quarantine restrictions; acts of God; acts of any government or any quasi-govemmental authority. Instrumentality or agency.
20. NO WARRANTY C3 Oftke Solutions DISCLAIMS ALL WARRANTIES, EXPESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TECHNICAL
COMPATABILITY, FITNESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE.
21, INSURANCE If the Customer is leasing the equipment. the Customer shall obtain and maintain, at its own expense, insurance relating to claims for injury and/or property damage (Including
commercial general liability insurance) based on Its use of the equipment, goods and machinery.
Page 2 of 2
Initial
EQUIPMENT COVERED
Canon 5235
Canon 8285
Canon 5250
Canon 5255
Canon 1030 F
Canon 1030 iF
Canon 1030 F
HP Laserjet Pro 400
HP Laserjet Pro 400
HP Laserjet Pro 400
HP Laserjet Pro 400
HP Laserjet Pro 400
HP Laserjet Pro 400
HP Laserjet Pro 400
HP Laserjet Pro 400
HP Laserjet Pro 400Color
HP Laserjet Pro 400Color
HP Laserjet 2727nf
HP LJ Pro 2015
Brother MFC 8590
HP Laserjet 1536
HP Laserjet, 41 OOtn
HP Color Laserjet 3600
HP Laserjet. P1102
HP Laserjet 5500dn
HP 400
Name:
Signature:
Date:
SEAL BEACH ADDENDUM
This Addendum ("Addendum") amends the Customer Care Maintenance Agreement ("Maintenance Agreement")
6uuwuon the City of Seal Beach ("Customer") and C3 00§cc Solutions ("�0l approved on April 28, 2014.
Customer and C9 are each u "Party" and are referred to collectively as "'the Parties." The Parties agree that the
following statement is added as an additional provision to the Maintenance Agreement.
l. All provisions of Master Enabling Agreement #708l8dated August L2008 between the Trustees n[the
California State University and Canon USA, [nc..and all amendments thereto, (collectively the "Master Enabling
Agreement") are hereby incorporated into the Maintenance Agreement by this reference except for any limitation on
the term of the Master Enabling Agreement that ia inconsistent with the stated term mfthe Maintenance Agreement.
In all other regards, if there ix any material discrepancy between: (]) the Master Enabling Agreement, including but
not limited to its provisions relating to non-appropriation of funds, risk of loss, insurance, indemnification, service
guarantees, limitations on liability, and the ability of the City to cancel the Agreements as described in the Master
Eou6|iog Agreement; and (2)the Maintenance Agreement, then the provisions of Master Enabling Agreement shall
Z Concurrent with approval of the Maintenance Agreement the City Council is approving that certain State
and Local Government Agreement ("Lease &g,cemomt) between Customer and Dc Lugc Luodcu
Public Finance L[C ("De Lugu"). C3 agrees to defend, indemnify, and hold ComWmcc its officials, u8Gceo`
employees, volunteers and agents serving as independent contractors in the zn|c of city officials (collectively
^|ndomoitceu`) free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss,
damage orinjury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or
incident to any acts or omissions of De Lage, its employees, or its agents in connection with the performance of the
Lease Agreement, including without limitation the payment ofall couecgucudol damages and attorneys' fees and
other related costs and expenses, except for such lnnm or donmgo arising from the m»|c negligence or willful
misconduct of Customer. With rcxpuu to any and all such aforesaid suits, actions, or other lc&u| proceedings of
every kind that may be brought or instituted against [odomuitoen, C3 n6ul deG:oJ {od*mniteew' at C3'm own comt,
cxpcnao` and risk, and mbuU pay and nu6uFy any judgment, award, or decree that may be rendered against
\ndcmokeca. C3 shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for
any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the inderimity
herein provided. C3`e obligation to indemnify ahJ/ not be restricted to insurance pnoocoJx, if any, /rmcivcd by C3,
the City, its directors, officials, officers, employees, agents movolunteers. All duties o[C3 under this Section shall
survive termination of the Maintenance Agreement, the Lease Agreement, and this Addendum.
3. This Addendum may be executed in counterparts, each of which m6aU be an original, but together shall
constitute one and the same instrument.
3, Except as apcoific6 in this Addomb/o, the Ag,00me,xy ahnU remain as stuted. In the event of 000U(u
between the terms and conditions vf the Agreements and this Addendum, this Addendum will control.
CITY OF SEAL BEACH C3 OFFICE SOLUTIONS
Date
s7296-00 |xo87472vdoc
1144 4 11
Name (Please Print)
Signature
///4 r
Title
��
7 ' ^/
Date
April 16, 2014
City of Seal Beach, City Hall
211 a 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.
Management ignature
C3 Office Solutions
6G+ < I -IL. .5
Printed Name
Title
- �L?,X14
Date
Date
April 16, 2014
City ofSeal Beach
211 ffh Street,
Seal Beach, Ca, 90740
Dear City ofSeal 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
S5299600374
Ricoh
4210
S5299600376
Ricoh
4210
S5299600382
Ricoh
4210
S3899400618
Ricoh
C420
S3899400637
Ricoh
C420
S3899400640
Ricoh
C420
S3899400649
Ricoh
C420
S3899400668
Ricoh
C420
It is City of Seal Beach's (Customer) responsibility for the following:
1. Comply with all of the contractual end of lease obligations between themselves and LLEMC
Company) (Lessor) including, but not limited to, all financial 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. Timely notification to C3 office Solutions, in writing, of lease return information and location.
5. Failure to comply with any of the above may incur Customer additional charges from the Lessor.
It is C3 Office Solutions' responsibility for the following:
1. Assist City of Seal Beach with lease end letter and cancellation of contract,
2. Shrink wrap and move the listed machines from City Hall to Public Works.
3. Upon receipt of lease return information, timely return of the above listed equipment to the Lessor's
location of choice.
4. Check to City of Seal Beach in the amount of $20,790.00, representing payment for remaining
payments of above equipment. (10 months remaining times $1,925.00 plus tax)
Signature below indicates acknowledgment of receiving and understanding all of the responsibilities as
outlined above. Please do not sign ifMake, Model and Serial Number is not shown above.
ManagemenfS-ignature
C3 Office Solutions
Printed Name
Title
Date
Pri" Name
2
ATTACHMENT "D"
• 1 ...►
MASTER ENABLING AGREEMENT
AGREEMENT NUMBER
CONTRACTOR
70818
7�
CONTRACTOR IDENTIFICATION NUMBER
3351
THIS AGREEMENT, made and entered into this 1" day of August, 2008, in the State of California, by and between the
Trustees of the California State University, which is the State of California acting in a higher education capacity, through its duly
appointed and acting officer, hereinafter called CSU and
CONTRACTOR'S NAME
Canon U.S.A., Inc. hereafter called Contractor,
WITNESSETH: That the Contractor for and in consideration of the covenants, conditions, agreements, and stipulation of the
University hereinafter expressed, does hereby agree to furnish to the University services and materials as follows:
In consideration of the covenant contained in the existing University of California (UC)/Canon USA Contract (#708/OP/009, Scope
Paragraph 3.2), recognizing the participation of the 23 campuses and the Chancellor's Office of the Trustees of the California State
University, Canon USA and CSU agree as follows:
The UC/Canon USA Contract shall be understood to include as "UC" each of the CSU Campuses and Chancellor's Office.
As a participant, the CSU shall receive the same product pricing and services as extended by Canon USA in the UC/Canon USA
Agreement mentioned above. Sentences I — 4 of Section 5.8 of Agreement 70810PI009 does not apply to the CSU.
The California State University system will utilize the UC Terms and Conditions as contained in the UC/Canon USA Agreement,
excepting any that may conflict with the Attached Rider A, General Provisions for Information Technology Acquisitions that shat I take
precedence.
Canon USA must report all DVBE and Small Business activity under this agreement. The report, to be furnished in a mutually agreed
upon format, must contain the following information: CSU campus location, company name and total dollar value of goods purchased.
The report must be provided to the current Chancellor's Office SB/DVBE Advocate on a semi-annual basis as required under CSU
Rider A, General Provision 25.
The term of this Agreement shall remain in effect until the earlier of 1) Expiration or termination of the applicable contract between
UC and Canon USA, 2) written notice by CSU to Canon USA that CSU terminates this Agreement, given at least 30 days in advance
of the effective date of such termination, or 3) written notice by Canon USA to CSU that Canon USA terminates this Agreement, given
at least 30 days in advance of the effective date of such termination.
IN WITNESS WHEREOF, this agreement has been executed by the parties hereto. upon the date first above written,
UNIVERSITY
CONTRACTOR
Trustees of the California State University
Canon USA, Inc.
BY (AUTHORIZED SIGNATURE) DATE
BY (AUTHORIZED SIGNATURE) DATE
�SIGNFD BY TOM ROBEWFS ON 08/07/08
➢SIGNED BY GARY 11ART11 ON 08/05/08
PRINTED NAME AND TITLE OF PERSON SIGNING
PRINTED NAME AND TITLE OF PERSON SIGNING
Tom Roberts, Director
Gar v Barth, Vice President Government MarketinE Division
DEPT.
ADDRESS
Contract Services & Procurement
2110 Washington Blvd, Ste. 300, Arlington, VA 22204
AMOUNT ENCUMBERED BY THIS DOCUMENT
Account Sub Code
$0.00
TOTAL AMOUNT ENCUMBERED TO DATE
$0.00
CRL 0l7 — 1127/04
Rider A
CSU GENERAL PROVISIONS
for
INFORMATION TECHNOLOGY ACQUISITIONS
Revision 7/24/06
(Also revised on August 1, 2008)
CS0GENERAL PROVISIONS
for
INFORMATION TECHNOLOGY ACQUISITIONS
LCommencement o[ Work --__- ....... ................................. ................................................. ......................... 3
2LInvoices ... ....... ......................... ---------........... ......... --........... ........................................ ......... .................
3
IAppropriation n[ Funds ......... -....... -.......................... ......................................................................... -...............
3
4. Cancellation ........ ............................. ____ ............ ..... ___ ............................................................................................
3
lIndependent Status ........................................................................................................................... ....... ......................
3
6. Conflict of Interest ........................................................... ..... ................................................................... ___ ... . .....
4
TGoverning Law ............................................................................................ .................................................. ____ .......
4
B. Assignments .................................................................................................................................... ---........ ..........
.4
9. Time ............................................................................... - ...................................................... ---_.................
4
lU. Contract Alterations Jk Integration ...................................... -....................................................... --....................
4
ll. General Indemnity ..................................................... ____ .............................. .................................. ...... ....... .......
4
l2. Use of Data ....... -_ ............................... --...... ....... ....................................... ............ ... ................................
4
l3. Termination for Default .......................... ....................... -.............................................................. ___ ............. -....
4
|4. Personnel .................................. ---............ ....... ....................................................................... ___ ..................
5
l5. Nondiscrimination ................................................................................................................ ........ ....... ....................
5
l6. Drug-Free Workplace Certification ...... ----............ -............................................. -............ ...........................
5
l7.Severahiky ......................................... ____ ............ ---... .................... .................... ..................... ............... ....
6
18. Dispute ............ ... - ................. ___ .... ____ ....... ..................... ...................................................................... - .......
6
)9. Privacy oC Personal Information ............. ... ___ .... ...................... - ............................. ---..................................
6
2lWaiver nf Rights ......................................... _-........ ....... ___ ................................................................. ..........
6
2l. Endorsement .......................................... ............................ .... ...................................................................... - .......
.6
22. Patent, Copyright, and Trade Secret Indemnity, ....................... ................................................................... ...............
6
23. Compliance with NLRB Orders .......... -- ... ................. ---...............................................................................
7
24. Examination and Audit ........................... ....... ...................... ........ ..................................................................... .......
7
25.DVBE and Small Business Participation ......................... ........................................................................ ..................
7
26. Citizenship and Public Benefits ......................................................................................................... --.......... --.8
27. Americans With Disabilities Act (ADA) ...... .............................................................................. ---....... .... --8
20. Child Support Compliance Act ....................................... ---............................................... --....... - ...............
O
29. Document Referencing ............................................ ... .......................................................................... .................
8
}8. Taxes, Fees, Expenses, and Extras .................................................. ...........................................................................
8
3L Forced, Convict, Indentured and Child Labor ......... ........................................................................... - ......... ..... -.y
32. Covenant Against Gratuities ................. .... - .............. ............................................................... .... ___ .... ... ........
.9
33. Rights and Remedies ofC8U for Defauk--- ....... -...... --- ........ ... ................................. ......... --............
y
34. Contractor's Power and Authority ..... --..... .................... -.................... - .................. ............ -- ............
p
35. Recycled Content Certification ........... .............................. .... .... - .............. -....................................................
lO
]6. Entire Contract ........................... . ....... --_............... ....... ........... -............................... ...... - .....................
l8
37, Safety and Accident Prevention ............... ................... .... ......................... ........................... ......... .... ...... ........
l0
38. Rights inWork Product .............. ............ ...... ___ ..... ....... ____ .............................. .................. - .......... ............
]8
39. Follow-On Contracts ....................................... - ............... .......... ...... -....... ..........................................................
lO
40. Expatriate Corporations .................. .............. ....... --....... -----................................................................. -]l
4l. Insurance Requirements -.......... ........ -------------....... --... ... - ...... ..... - ................. ___ .............
l
4lConfidentiality of Data ................................................................................................................................................
ll
43. Pricing .............................................................................. .........................................................................................
l2
CRL063 2 7/24/06
CSU GENERAL PROVISIONS
for
INFORMATION TECHNOLOGY ACQUISITIONS
1. Commencement of Work
Work shall not commence under the Contract until a fully executed Contract has been received by the Contractor and
the Contractor has been given approval to proceed. Any work performed by the Contractor prior to the date of approval
shall be considered as having been performed at the Contractor's own risk and as a Volunteer.
2. Invoices
In connection with any discount offered, except when provision is made for a testing period preceding acceptance by the
CSU, time will be computed from date of delivery of the commodities as specified, or from date that correct invoices
are received in the office specified by the CSU if the latter date is later than the date of delivery. When provision is
made for a testing period preceding acceptance by the CSU, date of delivery shall mean the date the supplies, equipment
or services are accepted by the CSU following the specified testing period. Payment is deemed to be made, for the
purpose of earning the discount, on the date of mailing the CSU warrant or check.
Invoices shall be submitted, in arrears, to the address stipulated in the Contract. The Contract number and Contractor's
Identification number are to be included on the invoice. Final invoice shall be marked as such.
The Contractor shall submit invoices to the CSU for payment of goods and services rendered. Unless otherwise
specified, the CSU shall pay properly submitted invoices not more than 45 days after (i) the acceptance of goods by the
CSU; or (ii) receipt of an undisputed invoice, whichever is later. Failure to make payment within the timeframes stated
herein may result in interestpenalty charges as allowed by the laws of the State of California. Late payment pefialties
Shall fl8t apply tO this G-OfltFaOt. The consideration to be paid Contractor, as described within the Contract, shall be in
full compensation for all of Contractor's expenses incurred in the performance hereof, including travel and per diem,
unless otherwise expressly so provided.
3. Appropriation of Funds
(a) If the term of the Contract extends into fiscal years subsequent to that in which it is approved such continuation of
the Contract is subject to the appropriation of funds for such purpose by the Legislature. If funds to effect such
continued payment are not appropriated, Contractor agrees to take back any commodities furnished under the
Contract, terminate any services supplied to the CSU under the Contract, and relieve the CSU of any further
obligation therefore.
(b) CSU agrees that if provision (a) above is involved, commodities shall be returned to the Contractor in substantially
the same condition in which they were delivered, subject to normal wear and tear. CSU further agrees to pay for
packing, crating, transportation to Contractor's nearest facility and for reimbursement to Contractor for expenses
incurred for its assistance in such packing and crating.
(c) Immediately provide written notice of an event of non- appropriation with at least thirty (30) days prior notice to
end offunding.
(d) Require the Customer to certify the canceled equipment is not being replaced by similar equipment or equipment
performing similar functions during the ensuing fiscal year.
(e) Ensure the Customer agrees to return the equipment in good condition, free of all liens and encumbrances, The
Customer will then be released from obligations to make any Jurther payments to Cation, assuming all sums have
been paid that were due and owing up to the end of the fiscal year for which funds were appropriated.
4. Cancellation
CSIJ reserves the right to cancel this Contract at any time upon thirty (30) days written notice to the Contractor. In the
event of cancellation of the Contract, any existing leases, rentals or cost per copy (cpc) placements will remain in effect
until terminated by the respective lease, rental or cpc plan,
5. Independent Status
The Contractor, and the agents and employees of Contractor, in the performance of this Contract, shall act in an
independent capacity and not as officers or employees or agents of the State of California. While Contractor may (or
may not) be required under the terms of this Contract to carry Worker's Compensation Insurance, Contractor is not
entitled to unemployment or workers' compensation benefits from the CSU.
CRL063 3 7/24/06
CSU GENERAL PROVISIONS
for
INFORMATION TECHNOLOGY ACQUISITIONS
6. Conflict of Interest
(a) Should the Contractor provide services for preparation or development of recommendations for the actions which
are required, suggested or otherwise deemed appropriate, and which include the provision, acquisition or delivery
of products or service; then the Contractor must provide full disclosure of any financial interest including but not
limited to service Agreements, OEM, and/or remarketing Agreement that may foreseeable allow the Contractor to
materially benefit from the adoption of such recommendations.
(b) The CSU requires a Statement of Economic Interests (Form 700) to be filed by any Consultant (or Contractor) who
is involved in the making, or participation in the making, of decisions which may forseeably have a material effect
on any CSU financial interest [reference G.C. 82019].
The CSU reserves the right to prohibit participation by the Contractor in bidding to or providing services, goods or
supplies or any other related action which is required, suggested or otherwise deemed appropriate in the end product of
this Contract.
7. Governing Law
To the extent not inconsistent with applicable federal law, this Contract shall be construed in accordance with and
governed by the laws of the State of California. The United Nations Convention on Contracts for the International Sale
of Goods shall not apply to this Contract.
8. Assignments
Without written consent of the CSU, the Contract is not assignable by Contractor either in whole or in part.
9. Time
Time is of the essence of the Contract.
10. Contract Alterations & Integration
No alteration or variation of the terms of the Contract shall be valid unless made in writing and signed by the parties
hereto, and no oral understanding or Contract not incorporated here in shall be binding on any of the parties hereto.
11. General Indemnity
The Contractor agrees to indemnify, defend and save harmless the CSU, its officers, agents and employees from any
and all claims and losses accruing or resulting to any other person, firm or corporation furnishing or supplying work,
service, materials or supplies in connection with the performance of this Contract, and from any and all claims and
losses accruing or resulting to any person, firm or corporation which may be injured or damaged by the Contractor in
the performance of this Contract. Except for indemnified matters and to the extent permitted b ' v applicable law, all
other liability of Canon to the Custotner for damages of any kind or type, including but not litnited to direct, indirect,
consequential, incidental or special damages, arising from Canon's performance or failure to perform under this
Contract or by virtue of Canon's tortuous conduct (including negligence whetherpassive or active) shall be limited to
the amounts paid by Customer under this Agreement. The foregoing limitation of liability shall not apply to claims by
the Customer for damage to real or tangible property caused by Canon's negligence.
12. Use of Data
The Contractor shall not utilize any information, not a matter of public record, which is received by reason of this
Contract, for pecuniary gain not contemplated by the terms of this Contract, regardless of whether the Contractor is or is
not under contract at the time such gain is realized. CSU specific information contained in the report, survey, or other
product developed by the Contractor pursuant to this Contract is the property of the CSU, and shall not be used in any
manner by the Contractor unless authorized by the CSU.
13. Termination for Default
The CSU may terminate the Contract and be relieved of the payment of any consideration to Contractor should
Contractor fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of
such termination, the CSU may proceed with the work in any manner deemed proper by the CSU. The cost to the CSU
shall be deducted from any sum due the Contractor under the Contract, and the balance, if any, shall be paid the
Contractor upon demand.
CRL063 4 7/24/06
CS0GEN0R&L PROVISIONS
for
INFORMATION TECHNOLOGY ACQUISITIONS
14. Personnel
The Contractor shall make every effort consistent with sound business practices to honor the specific requests ofthe
CSU with regard to assignment of its employees; however, the Contractor reserves the sole right to determine the
assignment of its employees. If a Contractor employee is unable to perform due to illness, resignation, or other factors
beyond the Contractor's control, the Contractor shall make every reasonable effort tn provide suitable substitute
personnel.
15. Nondiscrimination
(a) During the performance of this Contract, Contractor and its subcontractors shall not deny the Contract's benefits to
any person nn the basis o[religion, color, ethnic group identification, sex, age, physical or mental disability, nor
shall they discriminate unlawfully against any employee or applicant for employment because of race, religion,
color, national origin, ancestry, physical handicap, mental disability, medical condition, marital status, age (over
48)or sex. Contractor shall insure that the evaluation and treatment of employees and applicants for employment
are free of such discrimination.
(h) Contractor shall comply with the provisions of the Fair Employment and Housing Act (Government Code Section
l2AO0ctoeg.),the regulations promulgated thereunder (California Code of Regulations, Title 2, Sections 7285.0 et
seq.), and the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Government
Code Sections l|l35-lll39.5), and the regulations or standards adopted hy the awarding state agency 10
implement such article.
(o) Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the
Trustees upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours
notice, to such of its books, records, accounts, other sources of information, and its facilities as said Department or
Trustees shall require Cm ascertain compliance with this clause.
(d) The provisions mf Executive Order ll24d,om amended (Equal Employment Opportunity/Affirmative Actioo),
Section 4D2o[the Vietnam Era Veterans' Readjustment Assistance Act uflQ74,us amended (38D.8.C.42i2or
VBlRAA), and Section 5O3wf the Rehabilitation Act vfl973.am amended (290.S.C.7V3), and the implementing
regulations found g4l CFR60'l&2,4l CBlh0-2j0, and 4l CF|l6O-74l, respectively, are hereby incorporated
by reference.
(*) 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 in all subcontracts to
perform work under the contract. (Gnv. Code Section l2AY0`lll35 etueg.; Title 2, California Code ofRe8y,
Section 8107).
86. 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 oflyO0 (Government Code Section 835OoisegJand
will provide a drug-free workplace by taking the following actions:
u) Publish m statement notifying employees that unlawful manufacture, distribution, dispensation, pomoemuiao^ or use of
a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required
by Government Code Section 8355(w).
h) Establish a Drug-Free Awareness Program as required by Government Code Section 8355(b) to inform employees
about all oy the following:
(i) the dangers oC drug abuse io the workplace;
(ii) the person's or organization's policy of maintaining a drug-free workplace;
(iii) any available counseling, rehabilitation and employee assistance programs; and,
(iv) penalties that may be imposed upon employees for drug abuse violations.
o) Provide, as required by Government Code Section 8355(c), that every employee who works on the proposed or
resulting Contract:
(i) will receive u copy ur the company's drug-free policy statement; and,
(ii) will agree /m abide by the terms of the company's statement uou condition nJ employment nn the Contract.
[]KL063 5 7/24/06
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 shall be terminated in a
manner commensurate with the interests of both parties, to the maximum extent reasonable.
18. Dispute
Any dispute arising under the terms of this Contract which is not resolved within a reasonable period of time by
authorized representatives of the Contractor and the CSU shall be brought to the attention of the Chief Executive
Officer (or designated representative) of the Contractor and the Chief Business Officer (or designee) of The CSU for
joint resolution. At the request of either party, The CSU shall provide a forum for discussion of the disputed item(s), at
which time the Vice Chancellor, Business and Finance (or designated representative) of The CSU shall be available to
assist in the resolution by providing advice to both parties regarding The CSU contracting policies and procedures. If
resolution of the dispute through these means is pursued without success, either party may seek resolution employing
whatever remedies exist in law or equity beyond this Contract.
Despite an unresolved dispute, the Contractor shall continue without delay to perform its responsibilities under this
Contract. The Contractor shall keep accurate records of its services in order to adequately document the extent of its
services under this Contract.
19. Privacy of Personal Information
Contractor expressly acknowledges the privacy rights of individuals to their personal information that are expressed in
the State's Information Practices Act (California Civil Code Section 1798 et seq.) and in California Constitution Article
1, Section 1. Contractor shall maintain the privacy of personal information. Contractor shall not release personal
information contained in CSU records without full compliance with applicable state and federal privacy laws.
Contractor further, acknowledges Federal privacy laws such as Gramm - Leach - Bliley Act (Title 15, United States Code,
Sections 6801(b) and 6805(b)(2)) applicable to financial transactions and Family Educational Rights and Privacy Act
(Title 20, United States Code, Section 1232g) applicable to student records and information from student records.
Contractor shall maintain the privacy of protected personal information and shall be financially responsible, if and to the
extent that any security breach relating to protected personal information results from acts or omissions of Contractor,
or its personnel, for any notifications to affected persons (after prompt consultation with CSU), and to the extent
requested by CSU, administratively responsible for such notifications.
20. Waiver of Rights
Any action or inaction by the CSU or the failure of the CSU on any occasion to enforce any right or provision of the
Contract shall not be construed to be a waiver by the CSU of its rights hereunder and shall not prevent the CSU from
enforcing such provision or right on any future occasion. The rights and remedies of the CSU provided herein shall not
be exclusive and are in addition to any other rights and remedies provided by law.
21. Endorsement
Nothing contained in this Contract shall be construed as conferring on any party hereto, any right to use the other
party's name as an endorsement of product /service or to advertise, promote or otherwise market any product or service
without the prior written consent of the other party. Furthermore nothing in this Contract shall be construed as
endorsement of any commercial product or service by the CSU, its officers or employees.
22. Patent, Copyright, and Trade Secret Indemnity
a) Contractor will indemnify, defend, and save harmless the CSU, its officers, agents, and employees, from any and
all third party claims, costs (including without limitation reasonable attorneys' fees), and losses for infringement or
violation of any Intellectual Property Right, domestic or foreign, by any product or service provided hereunder.
With respect to claims arising from computer Hardware or Software manufactured by a third party and sold by
Contractor as a reseller, Contractor will pass through to the CSU, in addition to the foregoing provision, such
indemnity rights as it receives from such third party ( "Third Party Obligation ") and will cooperate in enforcing
them; provided that if the third party manufacturer fails to honor the Third Party Obligation, Contractor will
provide the CSU with indemnity protection.
CRL063 6 7/24/06
CS0GENER&L PROVISIONS
for
INFORMATION TECHNOLOGY ACQUISITIONS
i) The CSU will notify Contractor of such claim in writing and tender the defense thereof within ureasonable
time; and
ii) The Contractor will have control of the defense of any action on such claim and all negotiations for its
settlement or compromise, provided, however, that when substantial principles of government or public law are
involved, when litigation might create precedent affecting future CSU operations or liability, or when
involvement of the CSIJ is otherwise mandated by law the CSU has the option to participate in such action at
its own expense. Iy Canon ,,gxw is, CJ{7 agrees a/ Canon's expense, to assist uvdlor cooperate with Canon ux
Canon reasonably believes is necessary iv such defense ovulo,settlement.
b) Gentr-aetef may be requir-ed to fuffiish bend te the C-11 Y. _111 and all loss, damage, eests, e�ipenses, el
u) Should the Deliverables or Software, or the operation thereof, become, or in the Contactor's opinion are likely to
become, the subject of a claim of infringement or violation of a Intellectual Property Right, whether domestic or
foreign, the CSU shall permit the Contractor at its option and expense either to procure for the CSU the right to
continue using the Deliverables or Software, or to replace or modify the same so that they become non-infringing
provided they comply with Contract bid and performance requirements and/or expectations. lf none of these
options can reasonably be taken, or if the use of such Deliverables or Software by the CSU shall be prevented by
injunction, the Contractor agrees to take back such Del iverables or Software and make every reasonable effort to
assist the CBOin procuring substitute Deliverables orSoftware at Contractors cost and expense. If, iu the sole
opinion of the CSU, the return of such infringing Deliverables or Software makes the retention ofn\bex
Deliverables or Software acquired from the Contractor under this Contract impracticable, the CSIJ shall then have
the option of terminating such Contracts, orapplicable portions thereof, without penalty nr termination charge. The
Contractor agrees to take back such Dc|imxa6ieu or Bnft*arc and refund any sums the CSD has paid Contractor
less any reasonable amount for use or damage. Anything herein to the contrary notwithstanding, Canon will not be
obligated mdefendv, settle or6oliu6leformos¢fexs, expenses o, damages m the extent that the hfringemvn/
claim arises out Y/ony addition mor modification ?f the Deliverables or Software oru�,mo/n6inut6mnthcru�lv,6
u/6n,p,odur��fo,�d6eg'by Canon o,/��/ use Yf the I)o�,aro6�mo,S�hvanr/n/6a practice ofu process o/
system other than intended use v/thm Deliverables m'Software
c) Contractor certifies that it has appropriate systems and controls in place to ensure that State funds will not be used
in the performance of this Contract for the acquisition, operation or maintenance of computer Software in violation
of copyright laws.
}Y Yhefo,egoing states the entire 8u/ilit yo/Cpxon/n,mpex/o/�/�n��mwx(Y(xxypx/aoto@yr�6��nJooccm�/o,
any other yn�r�m�'r�6/�/un�th�dyvr� and b/n�mxo/o8wwnnx�uxu�'o�oor�p/�4/vn�ux/r6mauo
and in no event will Canon be liablefor direct, special, incidental or consequential damages, including, but not
limited m loss o/ anticipated p,Yfi*u, other economic loss.
23. Compliance with NLRB Orders
Contractor declares under penalty of perjury that mmore than one final, mappealable finding of contempt of court by
federucomtbmbeeoimued against the Contractor within the immediately preceding two-year period because ofthe
Contractor's failure to comply with an order of a federal court which orders the Contractor /n comply with uo order mf
the National Labor Relations Board. This provision is required by, and shall be construed in accordance with, Public
Coui/owt Code Section 10296.
24. Examination and Audit
For contracts iu excess of $N,000' the Contractor shall besubject to the examination and audit of (a) the Office of the
University Auditor, and 0d the State Auditor, for aperiod of three(3)years after final payment under the contract in
accordance with Government Code Section 8546.7 and with Education Code Section 89045(c6tJ)` respectively. The
examination and audit shall be confined to those matters connected with the performance of the contract, including, but
not limited to, the costs of administering the Contract.
35. DVBEmnd Small Business Participation
The State of California supports statewide participation goals of3% for disabled business enterprises, (DVB2Program)
and requires agencies to provide a 5% preference when awarding contracts to small businesses. Only small businesses
certified by the Office of Small and Minority Businesses (OSMB) are eligible to receive the preference, The CSU
CBl063 7 7/24/06
CSU GENERAL PROVISIONS
for
INFORMATION TECHNOLOGY ACQUISITIONS
encourages all contractors to use the services of DVBE and OSMB - certified small business enterprises whenever
possible, and to report their use to the CSU.
26. Citizenship and Public Benefits
If Contractor is a natural person, Contractor certifies in accepting this Contract that s /he is a citizen or national of the
United States or otherwise qualified to receive public benefits under the Personal Responsibility and Work Opportunity
Reconciliation Act of 1996 (P.L. 104 -193; 110 STAT.2105, 2268 -69).
27. Americans With Disabilities Act (ADA)
Contractor warrants that it complies with California and federal disabilities laws and regulations.
Contractor hereby warrants that the products or services to be provided under this contract comply with the accessibility
requirements of section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794d), and its implementing
regulations set forth at Title 36, Code of Federal Regulations, Part 1194. Contractor agrees to promptly respond to and
resolve any complaint regarding accessibility of its products or services. Vendor further agrees to indemnify and hold
harmless the CSU using the vendor's products or services from any claims arising out of its failure to comply with the
aforesaid requirements. Failure to comply with these requirements shall constitute a breach and be grounds for
termination of this Contract.
28. Child Support Compliance Act
For any contract in excess of $100,000, the contractor acknowledges in accordance with Public Contract Code Section
7110, that:
(a) The contractor recognizes the importance of child and family support obligations and shall fully comply with all
applicable state and federal laws relating to child and family support enforcement, including, but not limited to,
disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing
with Section 5200) of Part 5 of Division 9 of the Family Code; and
(b) The contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all
employees and is providing the names of all new employees to the New Hire Registry maintained by the California
Employment Development Department.
29. Document Referencing
All correspondence, invoices, bills of lading, shipping memos, packages, etc., must show the Contract number. If
factory shipment, the factory must be advised to comply. Invoices not properly identified with the contract number and
contractor identification number may be returned to contractor and may cause delay in payment.
30. Taxes, Fees, Expenses, and Extras
(a) Articles sold to the CSU are exempt from certain Federal Excise Taxes. The CSU wil I furnish an exemption
certificate on request.
(b) Unless specified otherwise, prices quoted shall include all required taxes.
(c) No charge for delivery, drayage, express, parcel post, packing, cartage, insurance, license fees, permits, cost of
bonds, or for any other purpose will be paid by the CSU unless expressly included and itemized in the bid.
Unless otherwise indicated on the Purchase Order or Contract, on "FOB Shipping Point" transactions vendor shall
arrange for lowest cost transportation, prepay, add freight to invoice, and furnish supporting freight bills over $50.
Shipments that are California intrastate in nature and where freight is to be borne by the CSU shall be tendered to
carriers with written instructions that rates and charges may not exceed the lowest lawful rates on file with the
California Public Utilities Commission.
On "FOB Shipping Point" transactions, should any shipments under this Purchase Order or Contract be received by the
CSU in a damaged condition and any related freight loss and damage claims filed against the carrier or carriers by
wholly or partially declined by the carrier or carriers with the inference that damage was the result of the act of the
shipper, such as inadequate packing or loading or some inherent defect in the equipment and /or material, vendor on
request of the CSU shall at vendor's own expense assist the CSU in establishing carrier liability by supplying evidence
that the equipment and /or material was properly constructed, manufactured, packaged, and secured to withstand normal
transportation conditions.
CRL063 8 7/24/06
CSU GENERAL PROVISIONS
for
INFORMATION TECHNOLOGY ACQUISITIONS
31. Forced, Convict, Indentured and Child Labor
By accepting a contract or purchase order, the Contractor certifies that no apparel, garments or corresponding
accessories, equipment, materials, or supplies furnished to the State pursuant to this Contract have been laundered or
produced in whole or in part by sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor,
indentured labor under penal sanction, or abusive forms of child labor or exploitation of children in sweatshop labor.
Contractor shall cooperate fully in providing reasonable access to the Contractor's records, documents, agents or
employees, or premises if reasonably required by authorized officials of the CSU, the Department of Industrial
Relations, or the Department of Justice determine the Contractor's compliance with the requirements above. (Public
Contract Code Section 6108)
32. Covenant Against Gratuities
The Contractor shall warrant that no gratuities (in the form of entertainment, gifts, or otherwise) were offered or given
by the Contractor, or any agent or representative of the Contractor, to any officer or employee of the CSU with a view
toward securing the Contract or securing favorable treatment with respect to any determinations concerning the
performance of the Contract. For breach or violation of this warranty, the CSU shall have the right to terminate the
Contract, either in whole or in part, and any loss or damage sustained by the CSU in procuring on the open market any
items which the Contractor agreed to supply shall be borne and paid for by the Contractor. The rights and remedies of
the CSU provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by
law or under the Contract.
33. Rights and Remedies of CSU for Default
(a) In the event any Deliverables furnished or services provided by the Contractor in the performance of this Contract
should fail to conform to the requirements herein, or to the sample submitted by the Contractor, the CSU may reject
the same, and it shall thereupon become the duty of the Contractor to reclaim and remove the same forthwith or to
correct the performance of services, without expense to the CSU, and immediately to replace all such rejected items
with others conforming to such specifications or samples; provided that should the Contractor fail, neglect, or
refuse to do so, the CSU shall thereupon have the right to purchase in the open market, in lieu thereof, a
corresponding quantity of any such items and to deduct from any moneys due or that may thereafter become due to
the Contractor the difference between the price named in the Contract and the actual cost thereof to the CSU.
(b) In the event the Contractor shall fail to make prompt delivery as specified of any item, the same conditions as to the
right of the CSU to purchase in the open market and to reimbursement set forth above shall apply, except for force
majeure. Except for defaults of subcontractors, neither party shall be responsible for delays or failures in
performance resulting from acts beyond the control of the offending party. Such acts (known as "force majeure")
shall include but shall not be limited to fire, strike, freight embargo or acts of God and of the Government. If a
delay or failure in performance by the Contractor arises out of a default of its subcontractor, and if such default
arises out of causes beyond the control of both the Contractor and subcontractor, and without the fault or
negligence of either of them, the Contractor shall not be liable for damages of such delay or failure, unless the
supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to
permit the Contractor to meet the required performance schedule.
(c) In the event of the termination of the Contract, either in whole or in part, by reason of the default or breach thereof
by the Contractor, any loss or damage sustained by the CSU in procuring any items which the Contractor therein
agreed to supply shall be borne and paid for by the Contractor.
(d) The rights and remedies of the CSU provided above shall not be exclusive and are in addition to any other rights
and remedies provided by law or under the Contract.
34. Contractor's Power and Authority
The Contractor warrants that it has full power and authority to grant the rights herein granted and will hold the CSU
hereunder harmless from and against any loss, cost, liability, and expense (including reasonable attorney fees) arising
out of any breach of this warranty. Further, Contractor avers that it will not enter into any arrangement with any third
party which might abridge any rights of the CSU under this Contract.
CRL063 9 7/24/06
CSU GENERAL 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, as defined in Sections 12161 and 12200 of the Public Contract Code, in materials, goods, or supplies
used in the performance of this Contract.
36. Entire Contract
This Contract sets forth the entire agreement between the parties with respect to the subject matter hereof and shall
govern the respective duties and obligations of the parties.
37. Safety and Accident Prevention
In performing work under this Contract on CSU premises, Contractor shall conform to any specific safety requirements
contained in the Contract or as required by law or regulation. Contractor shall take any additional precautions as the
CSU may reasonably require for safety and accident prevention purposes. Any violation of such rules and requirements,
unless promptly corrected, shall be grounds for termination of this Contract in accordance with default provisions
hereof.
38. Rights in Work Product
a) All inventions, discoveries, intellectual property, technical communications and records originated or prepared by
the Contractor pursuant to this Contract including papers, reports, charts, computer programs, and other
Documentation or improvements thereto, and including Contractor's administrative communications and records
relating to this Contract (collectively, the "Work Product "), shall be Contractor's exclusive property. The
provisions of this sub - section a) may be revised in a Statement of Work.
b) Software and other materials developed or otherwise obtained by or for Contractor or its affiliates independently of
this Contract or applicable purchase order ( "Pre- Existing Materials ") do not constitute Work Product. If Contractor
creates derivative works of Pre - Existing Materials, the elements of such derivative works created pursuant to this
Contract constitute Work Product, but other elements do not. Nothing in this Clause will be construed to interfere
with Contractor's or its affiliates' ownership of Pre - Existing Materials. The CSU will have Government Purpose
Rights to the Work Product as Deliverable or delivered to the CSU hereunder. "Government Purpose Rights" afte
,
are the
unlimited, irrevocable, worldwide, perpetual, royalty free, non - exclusive rights and licenses to use, modem for CSU
use, perform, display, and disclose the Work Product within CSU. "Go er-nment Parpese Rights" also include the
California State govemment, California loeal govemments, the U.S. fedefal government, and the State and
,
"Government Purpose Rights" do not include any rights to use, modify, reproduce,
perform, release, display, create derivative works from, or disclose the Work Product for any commercial purpose.
The ideas, concepts, know -how, or techniques relating to data processing, developed during the course of this
Contract by the Contractor or jointly by the Contractor and the State may not be used by either T the CSU
without prior approval from Contractor ebligation ef notiee er aeeountiHg. This Contract shall not preclude the
Contractor from developing materials outside this Contract that are competitive, irrespective of their similarity to
materials which might be delivered to the State pursuant to this Contract.
c) Any development of software will be as set forth in an individual Statement of Work (SOW). If there is a conflict
between this Agreement and the SOW, the SOW will prevail.
39. Follow -On Contracts
a) If the Contractor or its affiliates provides Consulting and Direction (as defined below), the Contractor and its
affiliates:
(i) will not be awarded a subsequent Contract to supply the service or system, or any significant component
thereof, that is used for or in connection with any subject of such Consulting and Direction; and
(ii) will not act as consultant to any person or entity that does receive a Contract described in sub - section (i). This
prohibition will continue for one (1) year after termination of this Contract or completion of the Consulting and
Direction, whichever comes later.
CRL063 10 7/24/06
CSU GENERAL PROVISIONS
for
INFORMATION TECHNOLOGY ACQUISITIONS
b) "Consulting and Direction" means services for which the Contractor received compensation from the(SU and
includes:
(U development of or assistance in the development of work statements, specifications, solicitations, or feasibility
studies;
(ii) development o, design oftest requirements;
(|ii) evaluation of test data;
(iv) direction ofmc evaluation wf another Contractor;
(v) provision of formal recommendations regarding the acquisition uf products cn services; mr
(vi) provisions of formal recommendations regarding any of the above, For purposes of this Section, "affiliates" are
employees, directors, partners, joint venture participants, parent corporations, subsidiaries, cx any other entity
control led by, controlling, or under common control "kith the Contractor. Control exists when on entity owns c«
directs more than fiMypercent (5O%)nf the outstanding shares n« securities representing the right to vote for
the election of directors mr other managing authority.
c) Except au prohibited 6y law, the restrictions of this Section will not apply:
(i) to follow-on advice given by vendors of commercial off-the-shelf products, including Software and Hardware,
oo the operation, integration, repair, n« maintenance nf such products after sale; or
(ii) where the C8Q has entered into u Contract for Software ur services and the scope of work at the time of
Contract execution expressly calls for future recommendations among the Contractor's own products.
d) The restrictions set forth io this Section are io addition tn conflict nf interest restrictions imposed oopublic
Contractors by California law ("Conflict Laws"). In the event of any inconsistency, such Conflict Laws override the
provisions m[ this Section, even if enacted after execution of this Contract.
40. Expatriate Corporations
Dy accepting o contract c« purchase order, the Contractor declares under penalty of perjury under the laws oF the State
of California that the Contractor is eligible ho contract with the CSD pursuant to The California Taxpayer and
Shareholder Protection Act of2003, Public Contract Code Section l0286 et. Seq.
4i Insurance Requirements
Contractor shall furnish (othe CSU prior W the commencement of work uo underwriter's endorsement with a certificate
of insurance stating that there is General Liability insurance presently in effect for the contractor with a combined single
limit of not less than $1,000,000 per occurrence, and $2,000,000 aggregate-, and that vehicle insurance (where
applicable) is in effect with a minimum coverage of $1,000,000 per occurrence.
(a) The certificate of insurance shall provide:
(i) That the insurer will not cancel the insured's coverage without thirty (30) days prior notice to the CSU;
(ii) That the State of California, the Trustees of the California State University, the CSU, the campus and the
employees, volunteers, officers, and agents of each of them, are included as additional insureds, but only
insofar aa the operations under this contract are concerned;
(iii) That the State, the Trustees, and the CSU, and the employees, officers, and agents of each of them will not be
responsible for any premiums mr assessments on the policy;
(i,) That the insurer has aoAM Best rating ofA:VDnrequivalent.
(b) Contractor agrees that the bodily injury liability insurance herein provided shall be in effect at all times during the
term of this contract. In the event said insurance coverage expires at any time or times during the term 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 of the
contract, oc for u period of not less than one (l) year. New oodfioatemofinsurance are subject to the approval o/the
CSJ. and the contractor agrees that no work or services shall be performed prior m the giving of such approval. lo
the event contractor fails to keep in effect at all times insurance coverage as herein provided, the CSU may in
addition to any other remedies it may have, terminate this contract upon the occurrence of such event.
(c) Workers' Compensation insurance coverage as required by the State of California.
42. Confidentiality o[Data
All financial, statistical, personal, technical and other data and information relating tuC8irs operation which are
designated confidential by the CSU and not otherwise subject to disclosure under the California Public Records Act,
and made available to the Contractor in order to carry out this Contract, or which become available to the Contractor in
CRL063 11 7/24/06
CSU GENERAL PROVISIONS
for
INFORMATION TECHNOLOGY ACQUISITIONS
carrying out this Contract, shall be protected by the Contractor using the same level of care in preventing unauthorized
disclosure or use of the confidential information that it takes to protects its own information of a similar nature, but in
no event less than reasonable care. The Contractor shall not be required under the provisions of this clause to keep
confidential any data or information that is or becomes publicly available, is already rightfully in the Contractor's
possession, is independently developed by the Contractor outside the scope of this Contract, or is rightfully obtained
from third parties.
43. Pricing
A11 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 17'Provisions. CSU as stated herein shall also be
known as Customer in the IT Provisions. Contract as stated herein shall also be known as the Master Enabling
Agreement ("Agreement').
CRL063 12 7/24/06
STRATEGIC SOURCING AGREEMENT
CANON DIGITAL COPIER PRODUCTS AND SERVICES
THIS STRATEGIC SOURCING AGREEMENT is made -and entered into this 1st
day, of May 2005. by and between The Regents of the University of California (~UC")' and Canon
U.S.A., Inc., ("Supplier") with its principal place uf business at211OWashington Bou|avord. Suite
3UO' Arlington, VA222O4.
As used in this Agreement and in any appendices and attachments which becomes u part
of it, the following terms have the following meanings:
11. "Business shall mean Monday through Friday, between 8:00om - 5:00pm.
excluding UC and Supplier observed holidays. Supplier shall provide a Supplier
holiday schedule onor before April for the following calendar year.
1.2. "Account Manager" means the Supplier employee, satisfactory to UC. whom
�upp|ier designates to UC as the person with overall responsibility at Supplier
managing the UC/Smpp|ier relationship under this Agreement.
1.3. "Product" mhm|| moan Supplier digital copiers as priced in
aohmantn1(4)-1(0) and Attachments 2 and 3.
1.4. ' "Dealers" ahoU mean that during the term of this Agreement and any or
extension(s) of such henn. Supplier will designate IKON 0u provide aen/iueu and
support to UC as specified in this Agreement. Each UC location reserves the right
to select other Qea|er(a) certified by Supplier and/or Supplier-owned Facilities to
service and support Supplier's Product(m) included in this Agreement.
2 DESCRIPTION OF PROGRAM
2.1. General During the term of this Agreement, and any extension(s) of such tenn.
Supplier agrees to aeU. |emoa, and rent Products and services to UCoa 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.
3.1 This Agreement shall be extended to include all ofUC current and future
3.2 California State University System An Agreement of Understanding exists
between The Regents of the University of California and The Trustees of the
California State University (CSU), establishing the California Higher Education
Consortium (CHEC). Through a collaborative relationship, the Consortium seeks to
combine procurement and contracting activities and efforts to obtain best value
omnda and aen/icao while reducing total acquisition costs. Accordingly, the
Agreement resulting from this solicitation shall recognize the participation of the 23
campuses of the Trustees of the California Sbdm University with the following
understandings:
�
Supplier agrees to extend the product pricing and services to the CSU
Institutions under the terms of this Agreement, under a separate CSU
agommmerk'
All contractual administration issues regarding this Agreement (e.g.
bannm and unndKionn, axtenoionn, renewals, etc.) shall remain the
responsibility of the University of California. Operational issues,
fiduciary nanpunmibi|ibt payment inmues, performance issues and
|imbi|itieo, and disputes involving individual CSU campuses shall be
oddnasaed, administenud, and resolved by each CGU campus. The
University of California and the California State University are separate
and distinct governmental entities. As suoh, each administrative unit
and campus therein ia 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. Supplier shall assign a project manager to coordinate
implementation of this Agreement.
4�. ProQram 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 tusupport UO program administration
functions on outlined in the RFP and Supplier's Response including but not
*
Providing on-site representation on a regular basis to increase sales
activity by marketing Supplier Products 10 UC |ocaUons, oes|si in
resolving prnLloma, 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 theonder/inaha||adon proneao, inquiries regarding order
status, and pricing;
"
Providing superior customer service;
�
Managing the continuous improvement process;
�
Providing on-going contract monitoring and maintenance;
m
Offering cost reduction and process improvement opportunities toUC;
*
Conducting monthly account review meetings.
4.3. Service Standards During the term of this Agreement and anyextension(s) of
such term, Supplier shall provide the following minimum service standards:
� UpUme
- 96%
° Response time
- 3huum
° Repair time
- an average of2hours
* Delivery (copiers)
- 10 days
* Delivery (aupp|ieo)�
` 2daya
° Installation
- Upon delivery within 4hours
* Return customer calls
- Within 1hour
° Resolve billing issues
- Within 1Odays
2
During the term of this Agreement and any extension(s) of such ierm. Supplier
shall provide after hour services based on the following service standards:
Response time - 4houm
Repair time - Average oy2hours
Maintenance services requested and poMonnad outside Supplier's normal
business hours U 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
uan/ivao 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 per-formed in a good
workmanlike manner in accordance with the applicable service description.
Supplier will service during the warranty oawell as during the Service Contract
through its own Son/ioo Organization. It is understood and agreed by UC that
Supplier naby|no exclusive ownership and control of any proprietary software
diagnostics utilized in servicing the Products.
4.5. Supplier agrees Vncredit UC for not complying with
the service standards specified in paragraph 4.2\aafollows:
Maintenance credit - Up to one hundred monthly
base maintenance charge for copier availability of less than ninety six
(9S) percent calculated for each copier as specified in Attachment 4.
Delivery cred! - Up to fifteen (16) percent of the UC net purchase price or
monthly |oana/ranba| 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, o loner acceptable byUC
ordering department.
4�6. FOB FOB ioUOdestinations.
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
000m[t or reject all Products delivered after promised delivery bmo' and, in
addi1ion, 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 ofsuch 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 oauoa, within two (2) days after Supplier is
able to reasonably determine therm 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 ofdelay.
Despite any previous language to the contrary if late delivery |o due to causes
beyond the reasonable control and without the fault or negligence ofSupplier,
including but not limited 1o: acts of God, war, civil uommodon. governmental
action, fire. floods, unusually severe weather, exp|ooiony, earthquakme, sbikem,
wm|kouta, quarantine rentriotiona, or any other causes beyond reasonable control
of Supplier, Supplier shall not have any late-delivery liability boUC.
UCfailure to take, m delay intaking delivery, when due to causes beyond the
reasonable control and without the fault or negligence ofiC, including but not
limited to: acts of God, war, civil oommotion, 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.
9
4.8. Training Supplier shall provide on -site general user and key operator training for
each Product at the time of installation ( "Initial Training "), follow -up and on -going
training as requested by UC. Supplier agrees to support all of UC training
requirements at no charge to UC.
4.9. Environmental 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
remanufactu ring, 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
to the models in the bid. In the event that the current pricing for maintenance
services and supplies is less compared to the pricing listed in Attachments i(A)-
1(D). the current pricing shall not change. ^ .
-»-...
5.3. Price increases shall be subject more than once in each
auooeyu|ve twelve (12) month period on �Z
1 of each year, if any, as
negotiated by both parties. Any price increase require e thirty (30) day prior
written notification and no price |nnneaoa shall exceed at any one time 396 or
Consumer Price Index (CP|) whichever inless.
5.4. |n the event that a certain Product line has a significant price increase in excess
of 5%, those prices shall be negotiated individually between both parties.
5.5. Price increases must be supported by documented evidence of Supplier's
manufacturer price increases. UC shall benefit from any lower price offered to
other Univaraitioe, hospita|e, government owned Colleges and Univonm|hmm'
agencies or entities where the quantities and terms and oonditiono, eoonomic,
and service requirements are substantially similar. If Supplier's list price of
Products is reduced, UC shall benefit from a corresponding price reduction.
5.6. Supplier was advised that there is no mandatory use policy at UC, and Supplier
must compete with other suppliers for UC orders. Therefore, Supplier ohoU
guarantee that manufacturer and/or Supplier price decreases be passed on to UC
immediately.
5.7. The prices of Supplier's Products recited on Attachments 1(A) - 1(D) includes
installation and set up of the Products in the location requested by UC. It also
includes the key operator and campus users initial, on going training and Product
removal costs ofUC owned equipment.
5.8. During the term of this Agroement, and any axhuneion(u)to such term. Supplier
agrees to provide UCm quarterly Patronage Incentive in the amount equal botwo
(2) percent ufthe total sales of Products. The amount of quarterly Patronage
Incentive provided to each UC location will be calculated based on the total
quarterly sales toeach campus. The Patronage Incentive will be issued to The
Regents of the University of California and mailed to each UC location
participating in the rebate program- Each participating location shall have the
right to modify proposal pricing for the individual |oomUon, up to 2% in the event
that the location decides not ho implement o rebate program.
5.9 The following campuses of the UC, provides Centralized Copier Programs:
• UC- San Diego
• UC-Berkeley
• OC- Davis
• OC - SanUa Cruz
To the above campuses with Centralized Copier Programs, Supplier will offer a
seven (7) percent additional discount off the UC's contracted cost per copy and
overages rates am they apply bm maintenance. The Centralized Copier Programs
will reduce vendor sales, service, administrative and delivery costs, and include
but are not limited to the following (these services vary by|ouation):
• Consultation and equipment needs assessment with campus
departments.
• Consolidation nf copier orders for volume deliveries and meter read
reporting.
• Centralized invoice reconciliation,
I'll
• Coordination ofcampus services for delivery access, electrical upgrades,
network access, copy control syntemm, help desk troubleshooting and
service call reduction.
• Mediation in customer equipment expectations and performance issues.
REPORTING
61. Supplier will provide UC monthly and quarterly reports as follows:
• Population of digital copiers sorted by organization, model and acquisition
method
• Monthly performance reports
• Monthly costs reports
G�. Supplier agrees to provide other reports ao reasonably requested bvUCduring
the term of the Agreement and any axtension(m)to such term udno cost hmUC.
SURVEYS
7.1. Supplier shall, at UC request, conduct customer satisfaction surveys. The content
of these surveys shall be approved by UC. UC shall be responsible for the
tabulation of these surveys.
8. TRADE-INS
8.1. Supplier agrees to assist UC in obtaining the best trade-in values available for UC
owned Products through Supplier's recommended Equipment Brokers. Supplier
shall provide the required administrative support, including removal ufUC 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, ox restore the Product to.
Quud working order in accordance with Supplier's policies then in effect. This
maintenance service includes maintenance based upon the specific needs of
individual Product, as determined by Supplier, and unscheduled, on-call remedial
maintenance. At any given location, UC must na|eot either u supply inclusive
service plan oro non-inclusive service plan.
Maintenance will include lubrication, adjustments, and replacement of
maintenance parts deemed necessary by Supplier. Maintenance will also include
printer drivers, software, and equipment firmware updates deemed necessary by
the Supplier. Maintenance parts will be furnished on an exchange basis, and the
mmp|mnad parts become the property ofSupplier. Maintenance services provided
under this Agreement does not assure uninterrupted operation of the Product.
Maintenance service requested and performed outside Supplier's normal
business hours will be charged to UG at Supplier's applicable time and material
rates and terms as provided in Attachment 2.
9.2. Maintenance Options DuhnQ the term of this Agreement and anyextennion(s) of
such term, Supplier agrees to provide maintenance services based on the
following options:
Option 1: Cost Per Copy (CPC) Charge (Service & Supplies only)
N
Supplier will provide full service maintenance, including parts and labor and all
consumable supplies (except for paper) and charge UC on a monthly basis,
based on a cost per copy charge applied to the actual monthly copy volume
without any minimum and/or maximum copying restrictions dmJ| the12and
36 months All Inclusive Rental Cost Per Copy pricing options (hardware
inclusive). Select accessories for high volume equipment may include on annual
base charge an noted in Attachment {(A).
Option 2: Monthly Minimum Charge
Supplier will provide full nemioc maintenance, including parts and labor and all
consumable supplies (except for paper), and charge UC an annual fixed monthly
minimum oharge, which will in/dude e monthly copy volume e||cwvance, and o coot
per copy charge for the overage.
Cotion 3: T&M -Fixed Charge per Occurrence
Supplier will provide its service maintenance based on Time and Material option
and charge UC a fixed amount per occurrence end/or a fixed hourly fee, which
will exclude replacement parts.
9,3. Maintenance service provided by Supplier under this Agreement does not include:
a> Repair of damage or increase in aan/ico time caused by failure of UC
continually to provide a suitable installation environment with all facilities
prescribed by Supplier, including, but not limited ho, the failure to provkJe,
adequate electrical power, aipcondidoning. or humidity-control;
b) Repair ofdamage or increase in service time caused accident, disaster
(which ohu|| include but not be limited to fire, flood, water, wind and
lightening); transportation, neglect, power transients, abuse or misuse, failure
of UC to follow Supplier's published operating instructions, and unauthorized
modifications or repair of Product by persons other than authorized
representatives ofSupplier;
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 by other than normal wear) or
repetitive service calls caused by use of incompatible supplies;
a) Complete unit replacement ur refurbishment ofthe Product;
f) Electrical work external 0u the Product or maintenance of accessories,
attachments, or other devices not furnished bySupplier;
g) Increase in amn/|oa time caused by UC denial of full and free aooeem to the
Product or denial of departure from UCsite.
h) Product relocations.
The foregoing items excluded from Maintenance Sowice, if podbnmod by
Supplier, will be charged to UC at Suppliers applicable time and material mdem
and terms.
10' INSTALLATION
10.1. Installation shall bo deemed completed upon successful conclusion ofSupplier's
standard test procedures.
N
11. PERFORMANCE
11.1. Supplier warrants that all Products will perform according to Supplier published
11�3. Supplier warrants that all new Products must perform to UCaoOshocUon. In the
event that UC is not satisfied with the performance of Supplier's Product(s),
Supplier agrees to the following terms:
/Nlar notifying Supplier of such non-performance and such non-
performance is not corrected within 30-days of such nuUoa. upon UC
approval, Supplier will provide a nap|auemard with the same or
comparable Supplier's Produot(e)atnu charge hoUC.
After notifying Supplier of such non-performance and such non-
performance is not corrected within 30-dayu of such notice, upon UC
request. In the event nfa purchased Product(n). Supplier will credit UC
based on a prorated amount of the Product(s) purchase price, if
Pnmduot(a) removed within first three (3) years nf purchase date.
12. PRODUCTS ACQUISITION TERMS AND CONDITIONS
The Products, supplies and services included in this Agreement shall be furnished toUC
based on the following terms and conditions:
12.1. PURCHASE OPTION
121]. Supplier agrees to sell to UC Products recited in Attachments 1(A), if
requested by UC.in accordance with the requirements set forth inthis
Agreement. Supplier shall warrant that the Products are new and owned
by Gupp||er. Supplier warrants that it will repair or replace defective
Products and/or poda. including labor at no cost to UCfor ninety (90)
days after the installation date.
12.2. FMV LEASE OPTION
12.2.1. Supplier agrees ho Lease to UC Products recited in Attachment 1(B), if
requested byUC, for the three (3), four (4), and five (5) year FMV lease
hunna in accordance with the requirements set forth in this Agreement.
Supplier shall warrant that the Products are nexv, and owned by Supplier.
Supplier warrants that itwill repair nr replace defective Products and/or
parts, including labor for the life of the lease at no additional charge, at no
cost boUC for ninety (AO) days after the installation date.
12.2.2. 0C ohoU 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 inwnitinQ.
12.2.3. No loss or damage except for |cmu or damage due on|e|y to the
negligence of Supplier's name yhnK relieve UC of the obligation to pay
any Laoaa payment orcf 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 1ngood condition and repair: m
PC
b) Replace the Product with like equipment )n good condition and repair
with clear title in Supplier's name and subject to all of the terms and
conditions of this Agreement: or
o) Pay to Supplier the sum of all Lease payments due and owing ekthe
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 (u). UC and/or UC insurer shall be entitled to
Supplier's interest in the original Product, for salvage purpomem, at its
then-current condition and location. AS |8. WHERE |S. WITHOUT
ANY WARRANTY, EXPRESS OR IMPLIED.
12.2.4. LIC shall have on option to purchase the Product AS |S' WHERE |S, by
giving Supplier at least thirty (30) days prior notice of UC intent to
purchase at the bamninodon of the term specified in any order orany
renewal thereof. The purchase price shall be the Product's (hen fair
market value plus all applicable sales taxes.
12.2.5. UCmhsd| have the option to extend the original lease term for each leased
Product |nabsUed at (|) the same 36-month |eoaa pricing on o month-to-
month basis or(ii)if UC commits hooanother 12-month term, Supplier
agrees to reduce its original 38-month FN1V|eaae pricing for Supplier's
Products recited on Attachment 1(A}byhmenk+fiva(26) percent, does not
include mamima 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 ncd1ma without
penalty.
12.2.6, Leases are non-cancelable-and lease factors, for NEW placements, are
subject Vochange on a quarterly basis with 30 business days advance
notice to UC.
12.3.1. Supplier agrees to Lease to LIC Products recited in Attachment 1(B), if
requested by UC, for the three (3) 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 (A0) days after the installation date.
12.3.2. UC mhm|| pay the Lease payments and other payments, if any, shown on
each order to Supplier ot its address set forth thereon, or as otherwise
directed by Supplier |nwriting.
12.3.3. No loss or damage except for |ums or damage duo mn|e|y to the
negligence uf Supplier, shall relieve WCof the obligation to pay any Lease
payment oruf any other obligation under this Agreement. In the event of
loss or damage not eMdbubab|a solely to the negligence of Supplier, UC,
ot the option of Supplier shall:
a) Place the Product hn good condition and repair: or
10
b) Replace the Product with like equipment hn good condition and repair
with clear Udo in Supplier and subject to all of the henna and
conditions of this Agreement: or
o) Pay to Supplier the sum of all Lease payments due and owing at the
time of such loss or damage and the fair market value of the equipment
from the date nf such loss ordamage,
Upon replacement of the Product pursuant to subparagraph (b)
above or upon Supplier's receipt of the payment provided for in
subparagraph (c). UC end/o/ UC insurer shall be entitled to
Suppliers interest in the original Product, for salvage purpusaa, at its
then-current condition and location, AS |S. WHERE IS, WITHOUT
ANY WARRANTY, EXPRESS ORIMPLIED.
12.3.4. UC shall have on option to purchase the Product AS |S. WHERE |S, by
giving Supplier at least thirty (30) days prior notice of UC intent to
purchase at the termination of the hmnn specified in any order or any
renewal thereof. The purchase price shall be $1 plus all applicable sales
taxes.
12.3.5. At the and of the lease term UC shall either (i) purchase the leased
Product for $1or(ii) have Supplier remove the leased Product.
12.3.0 Leases are non-cancelable-and lease factors, for NEW p|ocemenbs, are
subject to change on e quarterly basis with 30 business days advance
notice to UC.
12.4. 12 MONTH RENTAL OPTION
12.4.1� Supplier agrees 10 rent to UC Products recited in Attachment 1(C), if
requested by UC, in aocVndonma with the requirements set forth in this
Agreement.
12.4.2. If requested by UC, Supplier mhoU rent its Products to UC for a hsnn of
less than one (1) year based on the same pricing au one (1) year rental.
The minimum rental period is ninety (8O)days.
12.4.3. UC may upgrade or downgrade a 12-month nontoi Product and/or
add/remove optional features at any time during the rental period without
penalty.
12.4.4. UC may terminate, without penalty, a 12-month rental at anytime with an
advanced S0-day written notice toSupplier,
12.4.5. UC shall have the option hn extend the original nuntm| bonn on a month-tu-
month basis at the same monthly 12-month rental payment.
12.4.8. UC may terminate Products for which the 12-month nanba| \enn has been
extended by giving Supplier at least thirty (30) days prior written notice
without penalty.
12.4.7. 12-month rental units shall be used/reconditioned equipment and based
upon Supplier availability.
12A.8. During the term of the Rental Agreement. Supplier shall provide
maintenance service ao specified in this Agreement.
11
12.4.9. If UC purchases any orall pieces of )within ninety (90) days
after installment, 100Y6 of the base rental charges billed and paid during
the first ninety (90) days may be applied toward the purchase price. After
ninety (Q@) days UC may apply two (2) percent of the single unit price per
month times the number of full months that the Product has been rented
towards the purchase price.
A maximum rental conversion credit of 72% ofa single unit purchase
price will be available toUC for the continuous rental of Supplier Product.
If UC converts the rental Product to purchase after ninety (90) days of an
installation, the warranty will not be available on the unit
12.5. 36- MONTH RENTAL OPTION
12.5.1. Supplier agrees to rent toUCProducts recited in Attachment 1(C).if
requested by UC' in accordance with the requirements set forth in this
Agreement. Supplier shall warrant that the Products rented for a three (3)
year term are new oruamd/nemmnufactured` based upon availability, and
owned by Supplier ur Supplier's [Dealer Partner.
12.5.2. For new Products rented by UC, UC may u e/tenmimte
up to 5% of the total 36-month rental population per year without penalty,
provided UC gives Gupp||or an advanced 00-day written notice. For
uoad/nsmanufectured Producto. UC may up8rede/downgnadeyherminate
100Y6 of the 36-month uoed/nemonufaotunod rental population without
penalty, provided UC gives Supplier an advanced 0O-doy written notice.
12��. UC shall have the option to extend the original renta| term as specified in
the Attachment 1(C) for each rental Product installed at (i) the same 36-
month rental pricing on a month-to-month or (ii) if UC commits to a
another 12-month term, Supplier agrees to reduce its original 36-month
mental pricing for Supplier's Products recited on Attachment 1(C) by
twenty-five (25) percent, does not include service and supplies.
12.5.4.0C 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 (38) month rental terms, each piece of Product
must be installed and incurring rental and meter charges for a period of
time equal 0u the full term of the Rental Agreement in order to avoid
assessment uf liquidated damages. Once Product has been installed
and has incurred rental and meter charges for a period of time equal tm
the full term of the Rental Agreement, then that Product may becanceled
sd the end of any month without obligation 0o pay liquidated damages for
that piece «f Product, provided ninety (8O) days advance written notice of
cancellation |a given to the other party. Except for allowable upgrades os
defined in paragraph 12.5.2.ifUC cancels this Agreement with respect bz
any or all Pnzdudo. then UC agrees 8m pay Supplier liquidated damages
equal bu5096of the remaining rental payments.
12.5.6. During the tann of the Rental Agreement, Supplier shall provide
maintenance service as specified in this Agreement.
12.��7� If UC purchases any or oU �aueo ofPruduc�o)w�h� n�e�A9O\days
- after installment, 1O0%of the base rental charges billed and paid during
the first ninety (Q0) days may be applied toward the purchase price. After
ninety (8O) days UC may apply two (2) percent ofthe single unit price per
12
month times the number of full months that the Product has been rented
towards the purchase price,
/\ maximum rental cunvamkm credit of 73% of a single unit purchase
price will be available hmUC for the continuous rental of Supplier Product,
IfUC converts the rental Product to purchase after ninety (0O) days ofan
installation, the warranty will not be available on the unit.
12.6. 12 - MONTH RENTAL COST PER COPY (includes hardware service & supplies
12.6.1. Supplier agrees to rent h»UCProducts recited in Attachment 1([])ona
cost per copy basis, if requested by UC, in accordance with the
requirements set forth iothis Agreement. The Products rented onacost
per copy basis for a one (1) year term and are owned by Supplier or
Supplier's Dealer Partner.
12.6.2. If requested by UC. Supplier shall rent its Products on aoost 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 im ninety (00)days.
12.6.3. UC per copy basis plan
and/or add/remove optional features at any time during the rental period
without penalty.
12.0.4. UC may terminate, without penalty, o 12-month cost per copy plan at
anytime with en advanced 8Q-day written notice to Supplier.
12.6.5. UC shall have the option to extend the original rental henn at the moma
cost per copy pricing.
12.G.6. UC may terminate Products for which the 12-month cost per copy term
has been extended by giving Supplier at least thirty (8O) days prior written
notice without penalty,
12.6.7' 12+nonth cost per copy units shall bo used/reconditioned equipment and
based upon Supplier availability.
1M.8. During the term of the cost per copy basis Agreement, Supplier shall
provide maintenance service an specified in this Agreement.
12.6.8. UC must choose the appropriate band and model/configuration based on
expected volume and user requirements.
12.0.18. 12-month Cost per Copy plans will be billed monthly on a bymodeKby
unit basis; the bill total will be the low-end volume nf the associated band
or actual, whichever imgreater.
12.7. 36-MONTH RENTAL COST PER COPY (includes hardware, service and
127.1. Supplier agrees to rent to UC Products recited in Attachment 1/[; ono
cost per copy basim, if requested by UC, in accordance with the
requirements set forth |n this Agreement. Supplier shall warrant that the
'
Products rented on o cost per copy basis for alhree (3) year term are
' ' -'new orused/rennonufaohured. based upon availability, and are owned by
Supplier or Supplier's Dealer Partner.
13
12.7.2. For new Products on a 36 -month cost per copy program, UC may
upgrade /downgrade /terminate up to 5% of the total 36 -month cost per
copy population per year without penalty, provided UC gives Supplier an
advanced 90 -day written notice. For used /remanufactured Products on a
36 -month cost per copy program, UC may upgrade /downgrade /terminate
100% of the 36 -month used /remanufactured cost per copy population
without penalty, provided UC gives Supplier an advanced 90 -day written
notice.
12.7.3. UC shall have the option to extend the original 36 -month cost per copy
rental term at (i) the same 36 -month cost per copy pricing on a month -to-
month basis or (ii) if UC commits to a another 12 -month cost per copy
term, Supplier agrees to reduce its original 36 -month cost per copy rental
pricing for Supplier's Products recited on Attachment 1(B) by twenty -five
(25) percent, does not include service and supplies.
12.7.4. UC may terminate Products for which the 36 -month cost per copy rental
term has been extended by giving Supplier at least thirty (30) days prior
written notice without penalty.
12.7.5. During the term of the cost per copy rental plan, Supplier shall provide
maintenance service as specified in this Agreement.
12.7.6. UC must choose the appropriate brand and model /configuration based
on expected volume and user requirements.
12.7.7. 36 -month Cost per Copy rental plan will be billed monthly on a by
model /by unit basis; the bill to total will be the low -end volume of the
associated brand or actual, whichever is greater.
12.7.8. Products installed on a 36 -month Cost Per Copy basis must be mutually
agreed upon between UC and Supplier, and must meet mutually agreed
upon between Supplier and UC minimum monthly copy volume
requirements for each Product. Supplier agrees to assist UC in
conducting a research and analysis to determine the requirements for
each Product installation. In the event UC does not agree with Supplier's
selection of Product, UC will order Supplier's Products based on the other
options available to UC including purchase, lease and rental.
12.7.9. Supplier and UC mutually agree that Supplier's Product(s) installed on a
36 -month Cost Per Copy basis will be evaluated for ninety (90) days
following the installation date. Supplier's Product(s) that do not meet the
monthly minimum copy volume requirements as mutually agreed upon
between Supplier and UC, will be converted into rental option or, at UC
request, be replaced to another Supplier brand Product that is
appropriate for the defined requirement. UC will not be liable to Supplier
for any losses incurred by Supplier within first ninety (90) days after
installment. After 90 -days, UC shall pay the low -end volume of the
associated band or the actual meter clicks, whichever is greater for the
remainder of the term.
12.7.10.UC shall have the right to convert any of Supplier's Products that meet
the monthly minimum copy volume requirements from Cost Per Copy
option to rental based on UC request.
14
13. GENERAL TERMS AND CONDITIONS
131. University of California Terms and Conditions University ofCalifornia Terms and
Conditions, Appendices A and F,Supplements 2-5 and Exhibits A-Coaattached,
are hereby incorporated and shall govern this Agreement.
13.2. lnsurancp, Reguirements Supplier shall furnish a certificate of insurance as
specified in Appendix A. All certificates shall indicate that the Regents of the
University of California has been endorsed as an additional insured. The
certificate must be submitted to the Purchasing Department prior to the
commencement ofservices, Certificates of insurance should ba delivered to:
University ofCalifornia Office ufthe President
Attn: Lesley Clark
Strategic Sourcing
1111 Franklin St. #1U32Q8
Oakland, CA 94607-5200
13.3. Product Certification Supplier hereby certifies and warrants that all products sold
p
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 nutui|
aa|ou in the United States;
*
Shall ba sold to the supplier from legal and reputable channels, which are
understood to be the manufacturer or authorized representatives ofthe
manufacturer;
w
Shall not bo altered or misbranded within the meaning Vf the Federal and
State laws applicable to such products.
13.4. Auditing Requirements This Agreement and any orders resulting therefrom shall
be subject to examination and audit by University and/or State of California for a
period of three (3) years after final payment. The examination and audit shall ba
confined to those matters connected with the performance of the Agreement.
13.5. Warranties Supplier agrees that the Products furnished under this Agreement
shall be covered by the most favorable commercial warranties the Supplier gives
to any customer for the same or substantially similar Products, and that the rights
and remedies mn provided are in addition to and do not limit 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 cases shall commence upon acceptance of the
Products byUC.
13.6. Term of Agreement Unless terminated an provided below, this Agreement shall
be effective for a period of five (5) years, commencing May |. 2005 and ending
April 3O.2O1O. UC reserves the right 10 renew or extend the Agreement for upto
three (3) additional one-year periods at the same terms and conditions.
13.7. Termination of Lkgreement UC may terminate this Agreement for convenience at
any tima, in whole or in part, in accordance with the terms of Article 4 of
University of California Terms and Conditions, Appendix as aUmohod' in the
event ofsuch tarmino1ion. UC agrees to provide Supplier st least thirty (3D)days
prior written notice of the effective date of termination and the extent thereof,
such termination ah8U not affect any lease, rented orcost per copy unit that has
not fulfilled its appropriate term.
15
U any hsnninodon of this Agreement takes plaoa. Supplier shall extend to UC.
upon UC request, an additional ninety (90) day period to properly implement o
smooth transition. Fees for the services performed during the additional ninety
(QO) days will bain good faith negotiated between UC and Supplier,
In the event Supplier cannot or does not perform its obligations, UC reserves thn
right to terminate the Agreement. If within five (5) working days nf receipt of
written notice from UC of Supplier's breach of any hann or condition of the
Agreement, Supplier shall fail to remedy such breach, then UC may at any time,
by written notica, terminate the Agreement in vvho|m or in part. Termination under
this provision shall not apply to orders received by Supplier prior to the effective
date oftermination.
13.8. Marketing References Supplier shall not make reference to UC, in any literature,
promotional moUahe|, broohuree, or mo|*s presentations without the express
written consent ofa duly authorized officer ofUC.
13.9. Amendments Any changes to the Agreement requested by either party shall be
effective only if mutually agreed in writing by duly authorized representatives of
UC and Supplier. This Agreement obm|| not be modified or amended or any right
ofa party waived except by such written amendment.
13.10. Failure to Enforce Failure by either party at any time to require performance by
the other party or10 claim m breach of any provision of this Agreement shall not
be construed as effecting any subsequent breach or the right to require
performance with respect thereto orto claim e breach with respect thereto.
13.11. Partial Invalidity Any provisions of this Agreement that shall prove to be invalid,
void . or illegal shall in no way impair, or invalidate any other provisions heneof,
and such other provisions shall remain in full force and effect.
13.12. Governing Law The rights and obligations of the partiea, and all interpretations
and performance of this Agreement shall be governed in all respects by the laws
of the State ofCalifornia.
13.13. Relationship Supplier shall have no power to bind UC and and| not, under any
circumstances, be considered to be an agent, representative or fiduciary of any or
all of the preceding. Instead, Supplier ismn independent contractor and neither k
nor its employees, agents, contractors or subcontractor inor will beanemployee,
oQmni or representative of UC during the period it and/or they are performing
man/icem under this Agreement. Supplier ackrmvvad0ea its responsibility for the
full payment of the wages or other compensation cf, as well as any benefits for
emp|oymee, agento, contractors or subcontractors engaged by it in the
performance of this Agreement
This Agreement, together with the above named instruments, constitute the entire
agreement between the UC and Supplier with respect to the subject matter hereof and
supersedes all previous negotiations, pnopoao|a, commitments, writings, advertisements,
publications, and understandings.
16
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written, such parties acting by their officers being
thereunto duly authorized.
• , . 1 AMMMT
OF CALIFORNIA
. it �—'ev
Signature V
Ajd641
Name, printed • typed
LANOCN U.S.A., INC.
'Signature
Steven H. Lane
Name, printed or typed
bele.-01rve J) rc-4r c c estc i Director, BudgetJFinancial Analysis
Title UTitle
I/S-1 A November 22, 2005
Date Date
97
ATTACHMENT "E"
SEAL BEACH ADDENDUM
This Addendum ("Addendurn') xrriends tile Customer Care Maintenance Agreement ("Maintenance Agreement")
bowmen the City of Sea] bcucb ("Customer") and C3 Office Solutions (^C3'l approved no April 28` 2014.
Customer and C3 are each a "Party" and u/o o8cnoJ tv collectively ao `t6u yardo,.^ The Parties agree that the
following statement is added as an additional provision to tile Maintenance Agreement.
\. All provisions mf Master Enabling Agreement #708l8 dated August |.20V8between the Trustees ofthe
California State University and Canon USA, Inc., and all amendments thereto, (ooUcodvc|y the "Master Enabling
Agreement") are hereby incorporated into the Maintenance Agreement by this reference except for any [imitation on
the term oftile Master Enabling Agreement that is inconsistent with the stated term nf the Maintenance Agreement.
In all other regards, if there is any material discrepancy between: (l) the Master Enabling Agreement, including but
not limited to its provisions rdabog to non-appropriation of funds, risk of loss, insurance, {odmmniGoution, oorico
gvumote*y. limitations on liability, and the ability o[tile City to cancel the Agreements as described in the Master
Enabling Agreement; and (2) the Maintenance Agreement, then the provisions of Master Enabling Agreement shall
uuotnoL
2. Concurrent with approval of the Maintenance Agreement, the City Council i, approving that certain State
and Local Government Leuso'Purcbunc Agreement ('`Lucme/\g,oumcnt`) between Customer and Dc [age Lundeu
Public Finance L[C (`^0c Loge"). C] og/nuu to defend, indemnify, and hold Customer, its officials, officers,
ump|nyum' volunteers and agents serving as independent contractors in the ,o|c of city officials (collectively
°|udomui»oco'`) free and harmless from any and all claims, demands, causes ofaction, xnu,u, cupcuyun, liability, |nms`
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 Dc Luge, its empioyo*a, or its agents in oonmno6nn with the pcdonoaocc of the
lcuou /\gcnomcot^ including without [imitation the payment of all cmnmoqomn6u| damages and attorneys' fees and
ntbm m|w/*d costs and expenses, vzocpt for such loss or dwmo8F arising from the sole oog|iAcocv or vi|lhz|
misconduct of Customer, With ,cupcot to any and all such ohv/eaai6 xuio, uo6000, or ether legal proceedings of
every kind that may be brought orinstituted against Indemoi,ucn. C3 sbuU defend lodcmnitcey, at C]`x own cost,
uxpouox, and risk, and uhu|| pay and ou6oFy any ju6gmoa\, u*a,d, or dcn,00 that may be rendered against
ludooznitouu. C} okuU reimburse City and its dincciura, officials, mb6oun\ employees, agents and/or volunteers, for
any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity
hcn:io provided. C3'sob||gutino to indemnify mhuU out be restricted to 'insurance pmuucdw, if any, received by C3,
the City, its directors, officials, officers, employees, agents or volunteers. All duties of C3 under this Section shalt
survive termination of the Maintenance Agreement, tile Lease Agreement, and this Addendum.
}. This Addendum may be executed in cuuoteqpurtv, each of which uhuU be on original, but together ohuU
constitute one and the same instrument.
3. Except as specified in this Addendum, the Agreements shall remain as stated. In the event ofu conflict
between tile terms and conditions nf the Agreements and this &JJondum. this Addendum will control.
y7296-00m687*72./du
[3 OFFICE SOLUTIONS
Name (Please Pi-int)
Title
Date