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Home My WebLink AboutAGENDA REPORT 2024 0605 CCSA REG ITEM 10CCITY OF MOORPARK, CALIFORNIA City Council Meeting of June 5, 2024 ACTION APPROVED STAFF RECOMMENDATION. BY A. Hurtado. C. Consider 48-Month Equipment Lease and Maintenance Agreement with Toshiba America Business Solutions, Inc. Staff Recommendation: Approve entering into a 48-month lease and maintenance agreement with Toshiba America Business Solutions, Inc.; and authorize the City Manager to sign Agreement, subject to final language approval by the City Manager. (Staff: Chris Thompson, Senior Information Systems Administrator) Item: 10.C. MOORPARK CITY COUNCIL AGENDA REPORT TO: Honorable City Council FROM: Chris Thompson, Senior Information Systems Administrator DATE: 06/05/2024 Regular Meeting SUBJECT: Consider 48-Month Equipment Lease and Maintenance Agreement with Toshiba America Business Solutions, Inc. BACKGROUND On May 5, 2021, the City Council approved a 36-month equipment lease and maintenance agreement with Toshiba America Business Solutions for delivery, installation, supplies, and maintenance of six (6) color and one (1) black and white copy machines. The copy machines were deployed at various City facilities. Over the term of that lease, the equipment exhibited a high degree reliability and adequate functionality. Additionally, Toshiba has provided commendable customer support and responsiveness for maintenance over the same period. Information Systems (IS) staff queried peer cities regarding their copier vendors and found that, while other vendors are in use, cities using Toshiba products generally reported a higher level of reliability, lower frequency and intensity of maintenance call-outs, and overall higher levels of customer satisfaction. DISCUSSION The existing lease and maintenance agreement with Toshiba America Business Solutions will expire on June 30, 2024. At the conclusion of the agreement, the City can either continue using the existing equipment at a higher monthly rate or opt for newer equipment through a new lease agreement. Staff evaluated these options and obtained a quote from the current vendor for replacement with seven (7) new copy machines, along with a 48-month lease and including the associated maintenance service agreement. The pricing in the quote is based on an agreement negotiated between Item: 10.C. 277 Honorable City Council 06/05/2024 Regular Meeting Page 2 Toshiba and the State of California through National Association of State Procurement Officials (NASPO), for a 48-month lease period. The quote is favorable, and the City can piggy-back on the quote offered in the state contract. Additionally, the quotes received from Toshiba for a 48-month lease provide a 18% savings over a 36-month lease and a 15.2% savings over our existing lease agreement. For sustained reliability, improved copy quality, and managed fiscal impact, a 48-month lease term for new copy machines is considered optimal. Details and analysis of these cost estimates are provided in a table included in Attachment 1. The proposed agreements are attached herewith as Attachments 2 and 3, and include the lease price per month and price per copy for black and white and color copies. The price for black and white copies applies to all proposed machines at $.0048 per page and for color machines at $0.0325 per page. The quoted per-page price results in approximately 13% savings over the current rate from the previous agreement. The number of copies per month and per machine varies for the seven copy machines leased by the City. In addition to these savings, the vendor is waiving all charges associated with delivery, installation, start-up, network support, and return of existing equipment. With the imminent relocation of City Hall to the Science Drive location, the vendor has agreed to transport and setup the applicable machines at no additional charge. ENVIRONMENTAL DETERMINATION This action is exempt from the California Environmental Quality Act (CEQA) as it does not constitute a project, as defined by Section 15378 of the State CEQA Guidelines. Therefore, no environmental review is required. FISCAL IMPACT The proposed Fiscal Year 2024/25 budget includes sufficient funds to cover the total estimated cost of approximately $28,000, for the new copy machines for the initial 12-month period. Over the four-year term of the proposed agreement, staff estimates the total value of the contract will be approximately $101,000, assuming current usage rates remain unchanged. Additionally, staff recommends a 10% contingency to accommodate for fluctuations in usage costs, for a total not-to-exceed value of $111,000 as outlined in Attachment 1 Toshiba Copier Cost Summary. Staff will budget appropriate funds for each subsequent fiscal year for the term of the lease agreement. COUNCIL GOAL COMPLIANCE This action does not support a current strategic directive. 278 Honorable City Council 06/05/2024 Regular Meeting Page 3 STAFF RECOMMENDATION Approve entering into a 48-month lease and maintenance agreement with Toshiba America Business Solutions, Inc.; and authorize the City Manager to sign Agreement, subject to final language approval by the City Manager. Attachment 1: Toshiba Copier Cost Summary Attachment 2: Toshiba Quote Attachment 3: Toshiba Lease Agreement Attachment 4: NASPO Toshiba Contract 279 48 Month Lease Option *Recommended 6 Color Copiers 1 Mono Copier Monthly FY24/25 FY25/26 FY26/27 FY27/28 Total for Term *Usage Estimate $590.37 $7,084.44 $7,084.44 $7,084.44 $7,084.44 $28,928.13 Lease Cost $1,469.01 $17,628.12 $17,628.12 $17,628.12 $17,628.12 $71,981.49 Total $2,059.38 $24,712.56 $24,712.56 $24,712.56 $24,712.56 $100,909.62 *Usage Estimate based on historical average for price per copy/print for all City machines Total 48Mo Lease $100,909.62 10% Contingency $10,090.38 Total NTE $111,000.00 36 Month Lease Option 6 Color Copiers 1 Mono Copier Monthly FY24/25 FY25/26 FY26/27 Total for Term *Usage Estimate $678.93 $8,147.16 $8,147.16 $8,147.16 $25,120.41 Lease Cost $1,813.46 $21,761.52 $21,761.52 $21,761.52 $67,098.02 Total $2,492.39 $29,908.68 $29,908.68 $29,908.68 $92,218.43 *Usage Estimate based on historical average for price per copy/print for all City machines Total 36Mo Lease $92,218.43 10% Contingency $9,221.57 Total NTE $101,440.00 36 Mo 48 Mo Average Annual cost $33,813.33 $27,750.00 18% savings ATTACHMENT 1 280 Investment Schedule PREPARED FOR CITY OF MOORPARK CA May 7, 2024 Prepared by: Jeff Wagner 805-288-4206 jeff.wagner@tbs.toshiba.com ATTACHMENT 2 281 INVESTMENT SCHEDULE CITY OF MOORPARK CA - NASPO Agreement #140604 Proposed Solution Model Details •(6) Toshiba e-STUDIO6527ACT •Included Features: 65-Sheet Multi-Staple Finisher, Holepunch for MJ1115/1116, Power filter w/ prem I/S/N protection 20A/120V •(1) Toshiba e-STUDIO4528A •Included Features: DSDF Document Feeder, Large Capacity Feeder, 50-sheet Inner Finisher, Power filter w/ I/S/N protection 15A/120V Service Details Pool Name Quarterly Overage Per Page Mono Copier Pool $0.00480 Color Copier Pool $0.03250 Total Monthly Investment •36 Month Lease $1,813.46 •48 Month Lease $1,469.01 Monthly investment includes parts, labor, travel, and supplies; everything except for paper, staples, and applicable taxes. 282 You’ve got a job to do. Bring it in house and let Toshiba’s new e-STUDIO6527ACT help. With image quality unsurpassed in the industry, it will look good every time. 65PPM brilliant color output and 75PPM monochrome and over 8,000 sheets on tap mean the e-STUDIO6527ACT will make quick work of it too. The refillable dual scan document feeder, now with double feed detection holds 300 originals and scans at up to 240 duplex impressions per minute. Built-in OCR makes your PDFs searchable or easily converts your paper-based documents to popular Microsoft Office formats. The feature set and productivity speak volumes. •Full Color A3 MFP •65PPM Color, 75PPM Monochrome •Optical Sensor Detects User Approaching •Integral Tandem Drawer LCF •Copy, Print, Scan, Fax 65-Sheet Saddle Stitch Finisher Wireless Connectivity External LCF with Piggyback Option Dual Line Fax 283 Toshiba’s new e-STUDIO4528A gives you all the features and security you’d expect in an enterprise MFP yet packs it in a very compact offering. At 45PPM it’s ideal for small workgroups. Add the dual scan document feeder and you have performance and capabilities that rivals MFPs twice its size. Built-in OCR makes your PDFs searchable or easily converts your paper-based documents to popular Microsoft Office formats. •Black & White A3 MFP •45PPM Letter-size •Small Workgroups •Compact Footprint •Copy, Print, Scan & Optional Fax 65-Sheet Console Finisher External LCF Pedestal LCF Dual Scan Document Feeder 284 Toshiba Confidential 5/7/2024 Page 1 Document Output Totals Location Copier / Printer Model Tag Number PPM Function Monthly Service Payment Base Prints Included Actual Monthly Volume Cost / Print over base after renewal Monthly Usage Expense Unit Total Cost / Month City of Moorpark ES6516ACT V11623 75 BW -$ - 4,000 0.00552$ 22.08$ $22.08 65 Color -$ - 3,000 0.03738$ 112.13$ $112.13 City of Moorpark ES6516ACT V11624 75 BW -$ - 4,000 0.00552$ 22.08$ $22.08 65 Color -$ - 4,000 0.03738$ 149.50$ $149.50 City of Moorpark ES6516ACT V11625 75 BW -$ - 2,000 0.00552$ 11.04$ $11.04 65 Color -$ - 1,000 0.03738$ 37.38$ $37.38 City of Moorpark ES6516ACT V11626 75 BW -$ - 600 0.00552$ 3.31$ $3.31 65 Color -$ - 1,300 0.03738$ 48.59$ $48.59 627 Fitch ES6516ACT V11621 75 BW -$ 1,800 0.00552$ 9.94$ $9.94 65 Color -$ 2,000 0.03738$ 74.75$ $74.75 Arroyo Vista ES6516ACT V11622 75 BW -$ 5,000 0.00552$ 27.60$ $27.60 65 Color -$ 4,000 0.03738$ 149.50$ $149.50 City of Moorpark ES4518A V11620 45 BW -$ - 2,000 0.00552$ 11.04$ $11.04 -$ - - -$ -$ $0.00 Totals -$ BW 17,400 -$ 678.93$ 678.93$ Color 15,300 Current Concerns Refresh technology Document Output Supplies Totals Location Copier / Printer Model Tag Number PPM Function Monthly Service Payment Pooled Prints Included Actual Monthly Volume Cost / Print over base Monthly Overage Expense Unit Total Cost / Month City of Moorpark ES6527ACT TBD 75 BW -$ - 4,000 0.00480$ 19.20$ $19.20 65 Color -$ - 3,000 0.03250$ 97.50$ $97.50 City of Moorpark ES6527ACT TBD 75 BW -$ - 4,000 0.00480$ 19.20$ $19.20 65 Color -$ - 4,000 0.03250$ 130.00$ $130.00 City of Moorpark ES6527ACT TBD 75 BW -$ - 2,000 0.00480$ 9.60$ $9.60 65 Color -$ - 1,000 0.03250$ 32.50$ $32.50 City of Moorpark ES6527ACT TBD 75 BW -$ - 600 0.00480$ 2.88$ $2.88 65 Color -$ - 1,300 0.03250$ 42.25$ $42.25 627 Fitch ES6527ACT TBD 75 BW -$ 1,800 0.00480$ 8.64$ $8.64 65 Color -$ 2,000 0.03250$ 65.00$ $65.00 Arroyo Vista ES6527ACT TBD 75 BW -$ 5,000 0.00480$ 24.00$ $24.00 65 Color -$ 4,000 0.03250$ 130.00$ $130.00 City of Moorpark ES4528A TBD 45 BW -$ - 2,000 0.00480$ 9.60$ $9.60 -$ - - -$ -$ $0.00 Totals -$ - - -$ 590.37$ 590.37$ Proposed Equipment Configuration: Monthly Cost Analysis Equipment Cost Analysis Service Cost Analysis City of Moorpark Current Equipment Configuration: Monthly Cost Analysis Equipment Cost Analysis Service Cost Analysis City of Moorpark Toshiba Confidential 5/7/2024 Page 1285 business.toshiba.com 40% of our employed field service team members are Veterans Toshiba technicians average a 4.85 out of 5 client satisfaction rating Our technician tenure averages 15 years of experience Looking for a Toshiba service technician in your area? Find an office near you. tbs.toshiba.com ABOUT OUR TEAM 40% 15 4.85 Toshiba service technicians are part of the communities they serve. Here are some other interesting facts you may not know... Getting it right the first time is the goal of our team of Toshiba Service Technicians. These tenured professionals focus on creating the best customer experience for our clients, with minimal downtime. BACKBONE OF THE BUSINESS PROFESSIONAL, ACCOUNTABLE, RESPECTFUL SERVICE WHY CHOOSE TOSHIBA Clients know when to expect us with our courtesy call-ahead 30% of all service issues are often solved remotely via Help desk **About our techs statistics from 2021 Team members are certified in Toshiba and partner devices Employees are empowered to do what's right for the client 286 At Toshiba, we are focused on helping businesses better control their productivity and profitability by delivering innovative imaging products and content solutions. TOSHIBA AMERICA BUSINESS SOLUTIONS, INC. (TABS) is an independent operating company of Toshiba Corporation, one of the largest integrated electronics and electrical equipment companies in the world with more than 140,000 employees globally and annual sales surpassing $37 billion. TABS is a leading managed print and content solutions provider with experts that help organizations print smarter, improve workflow and communicate better. Our current and future commitment is to continue to improve and enhance the functionality and capabilities of our digital imaging products and content solutions. Toshiba invests more than 6% of its annual revenue to Research & Development, and deploys a network of R&D centers around the world. In an average year, Toshiba Corporation is awarded more than 5,000 patents, many of which find their way either directly or indirectly into our multifunction office solutions products. EMPOWERING THE ART OF BUSINES S ® OUR MISSION As a technology company, we go way beyond printing. We are a creative and nimble organization that empowers our people to do whatever it takes to help our clients succeed. OUR VISION Empowering new and better ways to deliver ideas and information. 287 The Toshiba Quality Commitment is our guarantee that you’re getting the utmost in advanced technology, dependability, service and support. Toshiba stands squarely behind our promise with the assurance of complete satisfaction. Everything we do contributes to that goal—from setting the industry standard for research and development, to providing timely access to Toshiba support personnel. Look around. Nothing compares to Toshiba...quality guaranteed. NO FINE PRINT. NO STRINGS ATTACHED. HERE’S HOW THE GUARANTEE WORKS. FREE REPLACEMENT If your Toshiba manufactured copier, facsimile, printer, thermal barcode printer or its accessories do not operate within Toshiba’s product specifications during the term of this program, and if the equipment cannot be repaired to perform within product specifications, Toshiba will replace the copier, facsimile, printer, thermal barcode printer or accessory at no charge with a model of equal or better features and specifications. FREE LOANER If your Toshiba manufactured copier, facsimile, printer or thermal barcode printer is out-of-service more than two (2) consecutive business days after notifying your Authorized Toshiba Servicing Dealer or requires off-site service, a loaner copier, facsimile, printer or thermal barcode printer will be provided by the Authorized Toshiba Servicing Dealer at no additional charge. TERM OF PROGRAM The term of this program is: a) for purchased equipment, three years from equipment installation date or maximum number of copies as stated in the product specifications, whichever occurs first; or b) for leased or rental equipment, three years or the length of the original lease starting from the equipment installation date, whichever is longer. OUR QUALITY COMMITMENT 288 With recent toner shortages impacting users across the country, know that our toner is available to you and made right here in Mitchell, SD. T he largest of Toshiba’s two global manufacturing plants, it produces more than 1,200 tons of toner annually – that’s nearly a million cartridges of black, cyan, y ellow, and magenta that make your prints stand out. T he plant in Mitchell focuses on premium levels of quality, environmental sustainability, and occupational health and safety standards within its 25-acre facility. It holds several ISO certifications, and recently celebrated its 35th anniversary. TOSHIBA TONER I S AVAILABLE A ND MANUFACTURED I N THE USA Follows strict ISO manufacturing guidelines Meets rigorous testing Delivers high-quality product for consistent results Our US toner manufacturing plant means you’re never far from product availability. And, with Toshiba manufactured toner, you’re guaranteed the best product for your device. Our toner: From the vibrant colors to beautiful imagery, it takes quality toner to make an impact. And that's what we deliver. DEDICATED TO KEEPING YOUR BUSINESS RUNNING business.toshiba.com IF YOU'RE INTERESTED IN LEARNING MORE, PLEASE REACH OUT TO YOUR TOSHIBA EXPERT TODAY FOR ALL YOUR NEEDS! 289 NASPO ValuePoint Lease for Equipment and Maintenance Order Form v011119 Document A11 NASPO VALUEPOINT LEASE FOR EQUIPMENT AND MAINTENANCE ORDER FORM Agreement # v08272020 LESSEE - BILLING CONTACT INFORMATION (Separate Order Form must be completed for each billing locations.) Lessee Legal Name: City of Moorpark Department Name: FEIN # Street Address I P.O. Box: 799 Moorpark Ave Bldg/Room/Suite: City: Moorpark State: CA Zip 93021 Billing Contact Name: Chris Thompson Bill-To Phone Number: 805-517-6248 Email: cthompson@moorparkca.gov Fax Number: 805-532-2545 LESSEE INSTALLATION LOCATION Lessee Legal Name: City of Moorpark Department Name: Street Address I P.O. Box: 799 Moorpark Ave Bldg/Room/Suite: City: Moorpark State: CA Zip:93021 Contact Name: Chris Thompson Phone Number: 805-517-6248 Email: cthompson@moorparkca.gov Fax Number: 805-532-2545 EQUIPMENT LEASE WITH SEPARATE MAINTENANCE PLAN INCLUDE INSURANCE ADDER EQUIPMENT LEASE TYPE LEASE TERM Fair Market Value $1 Buyout Straight Lease 24 Mo 36 Mo 48 Mo 60 Mo ITEM DESCRIPTION (If insufficient space, use Schedule A to this Lease Order form and enter below “See Order Form Schedule”) EQUIPMENT LEASE MAINTENANCE & SERVICES (M&S) PLAN Include Staples EQUIPMENT LEASE % or RATE- FOR $OUT LEASES ONLY EQUIPMENT LEASE PAYMENT ZERO BASE B&W CPC ZERO BASE COLOR CPC MAINT. OPTION NUMBER 1, 2, 3 MONTHLY VOLLUME (BW) MONTHLY BASE CHARGE (BW) BW OVERAGE RATE COLOR OVERAGE RATE ES6527ACT $ .0048 .0325 $ ES6527ACT $ .0048 .0325 $ ES6527ACT $ .0048 .0325 $ ES6527ACT $ .0048 .0325 $ ES6527ACT $ .0048 .0325 $ ES6527ACT $ .0048 .0325 $ ES4518A $ .0048 $ $ $ $ $ Sum of Monthly Equipment Lease Payments: $1,469.01 Sum of Monthly Base Charges: $ TOTAL MONTHLY PAYMENT: Equipment Lease Payment + Monthly Base Charge (If Applicable) Personal Property Tax Required $1,469.01 NASPO VALUEPOINT ADMIN FEE RATE: 0.25% STATE ADMIN FEE RATE (If Applicable): Special Instructions/Additional Information (e.g. equipment models upgraded; Buyout details; etc.): See order form schedule TERM & PAYMENT SCHEDULE (All Payments are exclusive of sales and use tax) Sales/Use Tax Exempt Yes No Tax-Exempt No. [Attach Tax Exemption] PO Issued yes No PO # Payment Cycle: Monthly Billing Document Fee: $75.00 included in the 1st invoice THIS ORDER FORM INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE LEASE AGREEMENT LESSOR: Toshiba America Business Solutions, Inc. Title: SIGNATURE: Date: LESSEE: City of Moorpark Title: SIGNATURE Date: ATTACHMENT 3 290 NASPO ValuePoint Lease for Equipment and Maintenance Order Form v011119 Document A11 291 LESSEE ____________________________City of Moorpark NASPO ValuePoint Document - Attachment B Schedule A to NASPO ValuePoint Lease Order Form - EQUIPMENT LEASE WITH SEPARATE MAINTENANCE PLAN v08272020 This Schedule is solely for use with NASPOValuPoint Participating Addendum only and should accompany the Lease Order Form INCLUDE STAPLES: For Use with Colorado #RFP-NP-18-01 only DEPT. NAME DIV NAME / CODE STREET ADDRESS FLOOR ROOM / SUITE CITY ST ZIP PO # TOSHIBA MODEL CONFIGURATION SUMMARY / ITEM DESCRIPTION LEASE TYPE- FMV, STRAIGHT, $1 BUYOUT LEASE TERM- 18,24,36,48,60 EQUIPMENT LEASE PAYMENT (with PPT) No Base Plan, Only CPC for Usage MAINT. OPTION 1, 2 OR 3 INCLUDED BASE NUMBER OF COPIES MAINT. MONTHLY BASE CHARGE B&W OVERAGE RATE COLOR OVERAGE RATE 799 Moorpark Ave Moorpark CA 93021 ES6527ACT A4 COLOR/B&W FMV 48 Yes 0 $0.0048 $0.0325 799 Moorpark Ave Moorpark CA 93021 ES6527ACT A4 COLOR/B&W FMV 48 Yes 0 $0.0048 $0.0325 799 Moorpark Ave Moorpark CA 93021 ES6527ACT A4 COLOR/B&W FMV 48 Yes 0 $0.0048 $0.0325 799 Moorpark Ave Moorpark CA 93021 ES6527ACT A4 COLOR/B&W FMV 48 Yes 0 $0.0048 $0.0325 4550 Tierra Rejada Rd Moorpark CA 93021 ES6527ACT A4 COLOR/B&W FMV 48 Yes 0 $0.0048 $0.0325 627 Fitch Moorpark CA 93021 ES6527ACT A4 COLOR/B&W FMV 48 Yes 0 $0.0048 $0.0325 799 Moorpark Ave Moorpark CA 93021 ES4528A A4 B&W FMV 48 Yes 0 $0.0048 $0.0325 Total Monthly Equipment Lease Payment: -$ -$ This Schedule to the NASPO ValuePoint Lease for Equipment and Maintenance Order Form incorporates all of the Terms and Conditions of the Lease Agreement. Capitalized terms not defined herein shall have the same meaning as defined in the PA and/or the Agreement for Lease of Equipment. LESSEE LESSOR: Toshiba America Business Solutions, Inc. Tot. Mo Base Chrg: $0.00TOTAL MONTHLY PAYMENT (Total Monthly Equipment Lease Payment + Total Mo Base Charge: MAINTENANCE PLAN INCLUDE INSURANCE ADDER TOTAL PAYMENT = LEASE PLUS MAINTENANCE: (date of signature) (Please Print) (date of signature) By: Name: (Please Print) Title: Date: By: Name: Title: Date: 292 ATTACHMENT A TO ADDENDUM TOSHIBA – NASPO VALUEPOINT Lease Agreement v011119 DOCUMENT A10 AGREEMENT FOR LEASE OF EQUIPMENT a Contract Between City of Moorpark 799 Moorpark Ave. Moorpark CA 93021 805.517.6241 “Lessee” and Toshiba America Business Solutions, Inc. (“Supplier” and/or “Lessor”) WHEREAS, Lessee is authorized to lease under the NASPO ValuePoint Master Agreement and the State of California Participating Addendum thereto; and WHEREAS, it is deemed that the lease of this equipment is both necessary and for the good of Lessee; NOW, THEREFORE, in consideration of the aforesaid premises, the parties mutually agree as follows: 1. LEASE TERM. This Agreement shall be effective from the date of delivery and acceptance of Leased Equipment for the term set forth on the (i) NASPO ValuePoint Lease and Maintenance Order Form and if applicable its attached Schedule A or (ii) the Lessee’s Purchase Order (“PO”, such PO and NASPO ValuePoint Lease for Equipment and Maintenance Order Form, hereinafter referred collectively to as an “Order Form”) to which this Agreement is attached, unless sooner terminated by either party as set forth in Section 6 of this Agreement. 2. DEFINITIONS. “Lease Term” means the term of this Agreement as set forth in Section 1. “Leased Equipment” means the (i) equipment described in the Order Form, attached to this Agreement, and which is incorporated herein; (ii) any replacement equipment provided by Lessor; and (iii) any additional equipment described under subsequent Order Forms agreed to during the term of this Agreement. “Lessor” means Toshiba America Business Solutions, Inc. or, if applicable, its permitted assignee. 3. CONSIDERATION (RENT). The parties agree that for the Lease Term, Lessor leases to Lessee the equipment described in, and for the lease payments set forth in, the Order Form, excluding meter charges, late fees and applicable taxes. Except as provided in section 6(c), lessee’s payment obligations are absolute and unconditional and are not subject to cancellation, reduction or setoff for any reason whatsoever. Lessee does not agree to reimburse Lessor for expenses, unless otherwise specified in the incorporated documents. Any intervening end to a fiscal period shall not effect an existing Lease Term, which shall continue without changing the overall Agreement term. 4. POSSESSION, TITLE AND RETURN. (a) Lessee shall have possession of the Leased Equipment for the Lease Term, unless this Agreement is earlier terminated in accordance with Section 6 below and shall keep such Leased Equipment at the location specified in the Order Form or such other location as Lessor may agree in writing. (b) Lessor covenants that it has good title to the Leased Equipment, except any intangible property or associated services such as periodic software licenses and prepaid database subscription rights included in the Leased Equipment, if any. If the Order Form indicates that this lease is a $1 Buyout Lease and if this Agreement is deemed to be a secured transaction, Lessee grants Lessor a first priority security interest in the Leased Equipment to secure all of Lessee’s obligations under this Agreement, agrees not to permit any other liens on the Leased Equipment, and shall own such Leased Equipment as of the acceptance date and Lessee authorizes Lessor to record a UCC-1 to reflect such interest. At the end of the Lease Term, if Lessee is not in default, Lessor will release any security interest it may have in the Leased Equipment subject to such $1 Buyout Lease, which will be retained by Lessee. (c) At the expiration of the term of this Agreement and provided that the Order Form does not indicate this lease is a $1 Buyout Lease, upon Lessee’s written request, Lessor shall remove the hard drive from the applicable Device and provide the Lessee with custody of the hard drive before the Device is removed from the Lessor’s location. Lessor may charge the Purchasing Entity a fee if the Purchasing Entity elects to keep the hard drive in their possession. The Lessee shall then be responsible for securely erasing or destroying the hard drive. All costs of NASPO-ValuePoint CONTRACT # 140604 293 V01 11 19 Page 2 of 5 TOSHIBA - NASPO VALUEPOINT DOCUMENT #A10 removing and transporting the Leased Equipment at the expiration of the Lease Term shall be the responsibility of Lessor. (d) Risk of loss of the Leased Equipment rests with Lessor until the Leased Equipment is delivered to Lessee’s designated location and delivery is accepted by Lessee, at which time risk of loss passes to Lessee. (e) If the Order Form indicates this lease is a Fair Market Value Lease, at the end of the Lease Term and upon 30 days’ prior written notice to Lessor, Lessee may purchase all, but not less than all, of the Leased Equipment AS-IS and WHERE-IS, WITHOUT ANY WARRANTY AS TO CONDITION, TITLE OR VALUE, for the Lessor’s Fair Market Value, plus applicable sales and other taxes, if any, or Lessee may return the Equipment pursuant to the terms and conditions of the NASPO ValuePoint Master Agreement. 5. TAXES. Lessee agrees to pay all fees, assessments, taxes and charges governmentally imposed upon Lessor’s purchase, ownership, possession, leasing, renting, operation, control or use of the Leased Equipment. 6. TERMINATION. (a) Termination by Mutual Consent. Any discretionary or vested right of renewal notwithstanding, this Agreement may be terminated upon written notice by mutual consent of both parties. (b) Termination by Lessee without Cause. FMV, $1 Buyout and Straight leases may be bought out and except for $1 Buyout leases, all Leased Equipment returned to Lessor (in good working condition, ordinary wear and tear excepted), although fair market value leases, straight leases, and $1 buyout leases are subject to a termination charge. The termination charge is equal to the balance of unpaid lease payments and other amounts due hereunder (including any current or past due amounts) for leases and with regard to service or maintenance obligations, may not exceed more than four (4) month service and supply base or 25% of the remaining term, whichever is less. (c) Termination for Nonappropriation. The continuation of this Agreement beyond the current fiscal period is subject to and contingent upon sufficient funds being appropriated, budgeted, and otherwise made available by Lessee’s legislature, governing body and/or federal sources. If for any reason Lessee’s funding is not appropriated Lessee may terminate this Agreement, and Lessor waives any and all claim(s) for damages, effective as of the end of the fiscal period in which written notice of such non-appropriation is provided by Lessee to Lessor. If Lessee terminates this Agreement because of non-appropriation Lessee will not purchase, lease or rent replacement equipment performing the same functions as the Leased Equipment during the subsequent fiscal period. (d) Termination for Default or Breach. A default or breach may be declared with or without termination. This Agreement may be terminated by either party upon written notice to the other party for any material breach or default by the other party of any terms, conditions, covenants, or obligations of this Agreement. Notice of termination for breach or default is effective 30 days following service of notice, or upon any subsequent date specified in the notice of termination. Termination by Lessor due to Lessee’s material breach or default will be subject to a termination charge, which is equal to the balance of lease payments discounted at a rate equal to three percent (3%) per year to the date of default, and other amounts due hereunder (including any current or past due amounts) for leases and may not exceed more than four (4) month service and supply base or 25% of the remaining term, whichever is less, for service and maintenance charges. Defaulting Lessee shall be responsible for returning Equipment to the Lessor. 7. INSURANCE. At Lessor’s request, Lessee shall provide to Lessor proof that the Leased Equipment is covered for the value thereof against property loss or damage while in Lessee’s possession by Lessee’s program of self-insurance (if approved by Lessor and Lessor’s assignee, if any) or a policy of property insurance from a qualified insurer. 8. LOSS OR DAMAGE. If any item of Leased Equipment is lost, stolen or damaged, Lessee will, at Lessor’s option and cost, either: (a) repair the item or replace the item with a comparable item reasonably acceptable to Lessor; or (b) pay Lessor the sum of: (i) all past due and current lease payments and other amounts due under this Agreement; (ii) the present value of all remaining lease payments for the effected item(s) of Leased Equipment, discounted at the rate of 3% per annum; and (iii) if this lease is not a $1 Buyout Lease, the Fair Market Value of the effected item(s) of Leased Equipment. Upon Lessee’s payment to Lessor under clause (b) above, Lessor will then transfer to Lessee all of Lessor’s right, title and interest in the effected item(s) of Leased Product AS-IS AND WHERE-IS, WITHOUT ANY WARRANTY AS TO CONDITION, TITLE OR VALUE. “Fair Market Value” means the item’s fair market value at the end of the Lease Term, assuming good order and condition (except for ordinary wear and tear from normal use), as estimated by Lessor. No such loss or damage shall relieve Lessee of payment obligations hereunder. 294 V01 11 19 Page 3 of 5 TOSHIBA - NASPO VALUEPOINT DOCUMENT #A10 9. WARRANTY AND MAINTENANCE OF EQUIPMENT; WARRANTY DISCLAIMER. All services performed under this Agreement shall be of workmanlike quality, consistent with the standards of the trade, profession or industry. Supplier shall assign to Lessee all manufacturer’s warranties on the Leased Equipment, which shall be not less than a full six months’ warranty. Supplier (and not its assignee) shall be responsible for ongoing service and maintenance of the Leased Equipment for the duration of the Lease Term. EXCEPT AS OTHERWISE STATED HEREIN, LESSOR MAKES NO WARRANTY EXPRESS OR IMPLIED, INCLUDING THAT THE LEASED EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE LEASED EQUIPMENT IS MERCHANTABLE. Lessee acknowledges that none of Lessor or their representatives are agents of any assignee and none of them are authorized to modify the terms of this lease or on any Schedule. No representation or warranty of Supplier or Lessor with respect to the Leased Equipment will bind any assignee, nor will any breach thereof relieve Supplier or Lessee of any of its obligations hereunder. THIS LEASE AGREEMENT AND EACH SCHEDULE CONSTITUTES A “FINANCE LEASE” AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE (the “UCC”). Lessee agree that any manufacturer warranty or service agreement is a separate and independent obligation of Supplier to Lessee, that no assignee of the Lessor shall have any obligation to Lessee with respect to such warranty or service agreement and that Lessee’s obligations under this Agreement are not subject to setoff, withholding, reduction, counterclaim or defense for any reason whatsoever including, without limitation, any claim Lessee may have against Supplier. 10. LESSOR REMEDIES. If Lessee defaults, Lessor may do one or more of the following: (a) recover from Lessee, the sum of: (i) all past due and current lease payments and other amounts due under this Agreement; (ii) the present value of all remaining lease payments, discounted at the rate of 3% per annum; and (iii) if this lease is not a $1 Buyout Lease, the Fair Market Value of the effected item(s) of Leased Equipment; (b) require Lessee to make the Leased Equipment available to Lessor for pickup at Lessee’s premises (and Lessee shall be responsible for removing all data as provided in Section 4(c), charge Lessee for expenses incurred in connection with the enforcement of Lessor’s remedies. If Lessor picks up the Leased Equipment, Lessor may sell, release or otherwise dispose of the Leased Equipment and apply the proceeds, less reasonable selling and administrative expenses, to the amounts due by Lessee and Lessee shall be responsible for any balance deficiency after such application. These remedies are cumulative, in addition to any other remedies provided by law, and may be exercised concurrently or separately. Any failure or delay by Lessor to exercise any right shall not operate as a waiver of any right. LESSOR SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES. 11. PROPER AUTHORITY. The parties hereto represent and warrant that the person executing this Agreement on behalf of each party has full power and authority to enter into this Agreement. Any services performed by Lessor before this Agreement is effective or after it ceases to be effective are performed at the sole risk of Lessor. 12. LESSEE REPRESENTATIONS. Lessee represents that: (a) this Agreement and any documents required to be delivered in connection with this Agreement (collectively, the “Documents”) have been duly authorized by Lessee in accordance with all applicable laws, rules, ordinances and regulations; (b) the Documents are valid, legal, binding agreements, enforceable in accordance with their terms and the person(s) signing the Documents, if applicable, have the authority to do so, are acting with the full authorization of Lessee’s governing body, and hold the offices indicated below their signatures; (c) the Leased Equipment is essential to the immediate performance of a governmental or proprietary function by Lessee within the scope of Lessee’s authority and shall be used during the Lease Term only by Lessee to perform such function; (d) Lessee intends to use the Leased Equipment for the entire Lease Term and shall take all necessary action to include in Lessee’s annual budget any funds required to fulfill Lessee’s obligations each fiscal period during the Lease Term; (e) Lessee has complied fully with all applicable law governing open meetings, public bidding and appropriations, required in connection with this lease and the debt under applicable state law; (f) unless this lease is a $1 Buyout Lease, Lessee’s obligations to remit Lease Payments constitutes a current expense and not a debt under applicable state law; (g) this Agreement is binding on Lessee and Lessee’s successors and assigns; and (h) all financial information Lessee has provided is true and a reasonable representation of Lessee’s financial condition. 13. ASSIGNMENT. Lessee may not assign or dispose of any rights or obligations under this Agreement or sublease the Leased Equipment without Lessor’s prior written consent. Notwithstanding anything in the NASPO ValuePoint Master Agreement and/or the Participating Addendum to the contrary, Lessor may assign all or any portion of this Agreement or its interest in the Leased Equipment; provided that service obligations on the Leased Equipment shall remain with Toshiba America Business Solutions, Inc. and expressly not with Lessor’s assignee and must conform to the terms of the NASPO ValuePoint Master Agreement and the State of Participating Addendum. Lessor’s assignee shall have 295 V01 11 19 Page 4 of 5 TOSHIBA - NASPO VALUEPOINT DOCUMENT #A10 Lessor’s rights under this Agreement, but none of Lessor’s obligations. Lessee agrees not to assert any claims, defenses or offsets it may have against Lessor against such assignee. 14. AGREEMENT AND MODIFICATION. This Agreement is made pursuant to the NASPO ValuePoint Master Agreement identified above, and the State of Participating Addendum to that Master Agreement, the terms of which are incorporated herein by reference. In the event of conflict between the Master Agreement or the State of Participating Addendum and this Agreement, the Master Agreement and/or Participating Addendum shall govern and control. Unless otherwise expressly authorized by the terms of this Agreement, no modification or amendment to this Agreement shall be binding upon the parties, unless the same is in writing and signed by the respective parties hereto. 15. TIME PRICE. If the NASPO ValuePoint Lease Order Form and Schedule indicates the lease is a $1 Buyout Lease, Lessee understands that the Leased Equipment may be purchased for cash (the “Product Cost”) or purchased pursuant to this Agreement for a Time Price equal to the amount of each Lease Payment times the number of Lease Payments, all as set forth on the NASPO ValuePoint Lease Order Form and Schedule and this Agreement, plus the Purchase Option amount stated on the NASPO ValuePoint Lease Order Form and Schedule, and by signing this Agreement, Lessee has chosen to purchase the Leased Equipment for that Time Price. The Product Cost may be determined by dividing the Lease Payment by the lease rate factor set forth on the NASPO ValuePoint Lease Order Form and Schedule. Each Lease Payment under a $1 Buyout Lease includes a part of Lessor’s investment in the Product Cost and a return on Lessor’s investment in the $1 Buyout Lease. The total return on Lessor’s investment (the total finance charge) is determined by deducting the Product Cost (as determined above) from the Time Price. The difference so determined is the return to Lessor on its investment (the total finance charge). The rate of return (finance rate) may be determined by applying to the Product Cost, the rate that will amortize the Product Cost down to the Purchase Option amount by applying as payments, the Lease Payments. For purposes of that amortization, each Lease Payment will be considered received on the date it is required to be paid under this Agreement. 16. GOVERNING LAW, JURY TRIAL WAIVER. This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed according to, the laws of the State of , without giving effect to any principle of conflict of laws that would require the application of the law of any other jurisdiction. BOTH PARTIES AGREE TO WAIVE ALL RIGHTS TO A JURY TRIAL WITH RESPECT TO THIS AGREEMENT AND THE LEASED EQUIPMENT. 17. NOTICE. All notices or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally in hand, (b) delivered by telephone, facsimile or email with simultaneous regular mail, or (c) mailed certified mail, return receipt requested, postage prepaid on the date posted, and addressed to the other party at the address specified above or such other address as the other party may have provided written notice of in accordance with this Section 17. For purposes of computing times from service of notice, service of notice by delivery in hand shall be effective on the date of delivery; notices that are mailed shall be effective on the third calendar day following the date of mailing. 18. INDEMNITY: Lessor is not responsible for any loss or injuries caused by the Equipment. To the extent permitted by applicable law, Lessee agrees to hold Lessor harmless and reimburse Lessor for loss and to defend Lessor against any claim for losses or injury or death caused by the Equipment. Lessor reserves the right to control the defense and to select or approve defense counsel. This indemnity survives the expiration or termination of this Agreement. 19. ELECTRONIC DOCUMENTATION. This Agreement (including the Order Form) may be executed in counterparts and signed by the parties manually or electronically. The executed counterpart that has Lessor’s original signature and/or is in Lessor’s possession shall constitute chattel paper as that term is defined in the UCC and shall constitute the original agreement for all purposes. If Lessee signs and transmits this Agreement and Order Form to Lessor by facsimile or other electronic transmission, the transmitted copies shall be binding upon the parties. Lessee agrees that the facsimile or other similar electronic transmission of this Agreement and such Order Form manually or electronically signed by Lessor, when attached to the facsimile or other electronic copy signed by Lessee, shall constitute the original agreement for all purposes. Neither party may raise as a defense to the enforcement of this Agreement that it was signed or transmitted electronically. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed and intend to be legally bound thereby. 296 V01 11 19 Page 5 of 5 TOSHIBA - NASPO VALUEPOINT DOCUMENT #A10 LESSOR: Toshiba America Business Solutions, Inc. Name: Title: Date: LESSEE: City of Moorpark By: ______________________________________ Name: Title: Date: 297 ATTACHMENT 4 298 11/29/2022 299 STATE OF CALIFORNIA PARTICIPATING ADDENDUM NUMBER 7-19-70-46-08 AMENDMENT 1 Copiers and Managed Print Services Colorado NASPO ValuePoint Master Agreement Number 140604 Toshiba America Business Solutions, Inc. (Contractor) Page 1 of 1 The parties mutually agree to amend Participating Addendum 7-19-70-46-08 as follows: Section 2. TERM, subparagraph A is revised to read as follows: A.The term of this Participating Addendum shall begin upon signature approval by the State and will end December 31, 2022, or upon termination by the State, whichever occurs first. All other terms and conditions of the Participating Addendum shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date of execution by both parties below. STATE OF CALIFORNIA Department of General Services CONTRACTOR Toshiba America Business Solutions, Inc. Agency Name Contractor Name Authorized Signature Date Signed Authorized Signature Date Signed Printed Name/Title of Person Signing Printed Name/Title of Person Signing 707 Third Street West Sacramento, CA 95605 25530 Commercentre Drive Lake Forest, CA 92630 Address Address Larry White, President & CEO 12/22/202112/23/2021 Stephanne Lim, MAU2 Supervisor 300 301 302 303 304 305 306 307 308 309 310 311 312