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HomeMy WebLinkAboutAGENDA REPORT 2025 1001 CC REG ITEM 10G SUPPLEMENTAL MOORPARK CITY COUNCIL SUPPLEMENTAL AGENDA REPORT TO: Honorable City Council FROM: Chris Thompson, Information Systems Manager DATE: 10/01/2025 Regular Meeting SUBJECT: Consider 48-Month Equipment Lease and Comprehensive Maintenance Agreement with Toshiba America Business Solutions, Inc. for the Moorpark City Library UPDATED ATTACHMENT Subsequent to the publication of the staff report, in response to a staff-initiated request, Toshiba American Business Solutions has provided a “State and Local Government Addendum” to be attached to the Agreement which includes non-appropriation language in Section 2 - Governmental Provisions. Attachment: State and Local Government Addendum Item: 10.G. SUPPLEMENTAL State and Local Government Addendum TOSHIBA AMERICA BUSINESS SOLUTIONS INC 97 40 IRVINE BL VD I IRVINE, CA 92618 TOSHIBA iiiiiVHhi11MMii Agreement Number 450-0182135-000 dated as of September 30, 2025 Name and Address of Customer ("You" and "Your"): MOORPARK, CITY OF 323 SCIENCE DR MOORPARK, CA 93021-2092 This Addendum (this "Addendum") between the above-referenced customer ("Customer") and TOSHIBA FINANCIAL SERVICES ("Company") is made and entered into as of the date of the financing arrangement corresponding to the account number set forth above (the "Agreement"). 1. INCORPORATION AND EFFECT. This Addendum is hereby made a part of, and incorporated into, the Agreement as though fully set forth therein. As modified or supplemented by the terms set forth herein, the provisions of the Agreement shall remain in full force and effect, provided that, in the event of a conflict between any provision of this Addendum and any provision of the Agreement, the provision of this Addendum shall control. 2. GOVERNMENTAL PROVISIONS. Customer hereby represents, warrants and covenants to Company that: (a) Customer intends, subject only to the provisions of this Addendum, to remit to Company all sums due and to become due under the Agreement for the full term; (b) Customer's governing body has appropriated sufficient funds to pay all payments and other amounts due during Customer's current fiscal period; (c) Customer reasonably believes that legally available funds in an amount sufficient to make all payments for the full term of the Agreement can be obtained; and {d) Customer intends to do all things lawfully within its power to obtain and maintain funds from which payments due under the Agreement may be made, including making provision for such payments to the extent necessary in each budget or appropriation request submitted and adopted in accordance with applicable law. If Customer's governing body fails to appropriate sufficient funds to pay all payments and other amounts due and to become due under the Agreement in Customer's next fiscal period ("Non-Appropriation"), then (i) Customer shall promptly notify Company of such Non-Appropriation, (ii) the Agreement will terminate as of the last day of the fiscal period for which appropriations were received, and (iii) Customer shall return the Equipment to Company pursuant to the terms of the Agreement. Customer's obligations under the Agreement shall constitute a current expense and shall not in any way be construed to be a debt in contravention of any applicable constitutional or statutory limitations or requirements concerning Customer's creation of indebtedness or require voter approval, nor shall anything contained herein constitute a pledge of Customer's general tax revenues, funds or monies. Customer further represents, warrants and covenants to Company that: (a) Customer has the power and authority under applicable law to enter into the Agreement and this Addendum and the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder, (b) Customer has duly authorized the execution and delivery of the Agreement and this Addendum by appropriate official action of its governing body and has obtained such other authorizations, consents and/or approvals as are necessary to consummate the Agreement and this Addendum, (c) all legal and other requirements have been met, and procedures have occurred, to render the Agreement and this Addendum enforceable against Customer in accordance with their respective terms, and (d) Customer has complied with all public bidding requirements applicable to the Agreement and this Addendum and the transactions contemplated hereby and thereby. 3. LIMITATIONS. The parties intend that the collection of any damages, the exercise of any remedy, the enforceability of any indemnity, and any requirements of Customer relative to Non-Appropriation set forth in the Agreement or in this Addendum are subject to any limitations imposed by applicable law. To the extent Company's remedies for a Customer default under the Agreement include any right to accelerate amounts to become due under the Agreement, such acceleration shall be limited to amounts to become due during Customer's then current fiscal period. 4. CHOICE OF GOVERNING LAW. Notwithstanding anything in the Agreement to the contrary, the Agreement and this Addendum shall be governed by, construed and enforced in accordance with the laws of the state in which Customer is located and the parties agree to the non-exclusive jurisdiction and venue of the state and federal courts in such state. 5. MISCELLANEOUS. This Addendum, together with the provisions of the Agreement not expressly inconsistent herewith, constitutes the entire agreement between the parties with respect to the matters addressed herein, and shall supersede all prior oral or written negotiations, understandings and commitments regarding such matters. Company may in its sole discretion, accept a photocopy, electronically transmitted, facsimile or other reproduction of this Addendum as the binding and effective record of this Addendum whether or not an ink signed copy hereof is also received by Company from Customer. IN WITNESS WHEREOF, Customer and Company have caused this Addendum to be executed by their duly authorized representatives as of the date first above written. Company: TOSHIBA FINANCIAL SERVICES Customer: MOORPARK, CITY OF By: Date: By: Date: Print Name and Title: Print Name and Title: HRM00108: 1124: U689725 :09302025: LS-7639351:T3-4702613635 Pricing Engine 4444027 Page 1 of 1 ATTACHMENT