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HomeMy WebLinkAboutAGENDA REPORT 2025 1001 CC REG ITEM 10GCITY OF MOORPARK, CALIFORNIA City Council Meeting of October 1, 2025 ACTION APPROVED STAFF RECOMMENDATION. BY A. Hurtado. G. Consider 48-Month Equipment Lease and Comprehensive Maintenance Agreement with Toshiba America Business Solutions, Inc. for the Moorpark City Library. Staff Recommendation: Approve entering into a 48-month lease and comprehensive 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, Information Systems Manager) Item: 10.G. MOORPARK CITY COUNCIL 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 BACKGROUND On June 5, 2014, the City entered into an agreement with Advanced Office Automation, Inc. of Ventura, California for the purchase of a used Sharp MX-2600N color copy machine with coin/cash operation module, including comprehensive maintenance, repair, and supplies (Plan). The copier was purchased to provide self-service copy services for Library patrons at the Moorpark City Library (Library). In 2019, the copier machine reached the manufacturer’s end of service life, resulting in a significantly higher monthly rate Plan from Advanced Office Automation Inc. At that time, the City opted to discontinue the monthly Plan, and instead order supplies and services as needed at a time and materials rate. Since the cancellation of the maintenance agreement, Advanced Office Automation, Inc. has been dissolved and is no longer in business or providing support. Currently, the City does not have a maintenance agreement with any vendor that can provide support and service for the Sharp copier. In July 2025, the City’s Information Systems (City staff) was notified of recurring issues with the copier machine, including operational failures and poor print quality, indicating that the copier machine requires servicing. Since the support vendor, Advanced Office Automation, Inc. is no longer in business and City staff does not have an agreement with any other vendor, City staff evaluated the situation and determined that leasing a new copier machine is the most cost-effective option. The City currently leases seven Toshiba multifunction copy machines that are used in multiple City facilities including City Hall, Arroyo Vista Recreation Center, Moorpark Public Services Facility, and the Moorpark Active Adult Center. As part of the agreement, Toshiba provides all support, maintenance, repair, and supplies for each machine. City staff is satisfied with the performance, reliability and support services of these machines Item: 10.G. 97 Honorable City Council 10/01/2025 Regular Meeting Page 2 and recommends entering into a leasing agreement for a new copier machine for the Library. DISCUSSION City staff obtained quotes from Toshiba America Business Solutions, Inc. for a lease on a new compact multifunction color copier machine and cash/coin payment system. City staff is confident that the aforementioned copier machine and payment system will meet the needs of the Library. The copier machine will be able to be relocated to the new library once construction is complete. The proposed quote and lease agreement are attached herewith as Attachments 2 and 3, and include the lease price per month, as well as the price per copy for black-and-white and color copies. The price for black-and-white copies is $.0110 per page and color is $0.0571 per page. Toshiba will collect the usage meter data and invoice the City on a quarterly basis. The pricing in the quote is based on a procurement agreement negotiated between Toshiba Omnia Partners public sector contract. The quote is favorable, and the City can piggyback on the pricing offered under the state contract. 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 included in Attachment 1. Pursuant to Moorpark Municipal Code Section 3.04.120, exceptions to competitive bidding requirements, the City Council, by a majority vote, may waive the purchasing procedures to fit a specific purpose, provided such waiver does not violate state law. The proposed lease agreement meets the exception from the formal Request for Proposals (RFP) bidding, as Toshiba America Business Solutions, Inc. provided quotes based on cooperative procurement contracts. These contracts have been competitively sourced, vetted, and provide public agencies a streamlined and expedited process for procuring certain products and services at competitive prices using the Omnia/Region 4 Consortium Contract R241204 and the National IPA MPSA procurement contract. 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 current Fiscal Year 2025/26 budget includes sufficient funds to cover the total estimated cost of approximately $2,894.16, for the new copy machine during 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 $11,817.82, 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 $13,000 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. 98 Honorable City Council 10/01/2025 Regular Meeting Page 3 COUNCIL GOAL COMPLIANCE This action does not support a current strategic directive. STAFF RECOMMENDATION Approve entering into a 48-month lease and comprehensive 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 99 Library Toshiba Copier Annual Cost Estimate 2025 48 Month Lease for Toshiba e-STUDIO 330AC Color Copier Monthly FY25/26 FY26/27 FY27/28 FY28/29 Total for Term *Usage Estimate $28.50 $342.00 $342.00 $342.00 $342.00 $1,396.50 Lease Cost $212.68 $2,552.16 $2,552.16 $2,552.16 $2,552.16 $10,421.32 Total $241.18 $2,894.16 $2,894.16 $2,894.16 $2,894.16 $11,817.82 *Usage Estimate based on historical print and copy average at the library Total 48Mo Lease $11,817.82 10% Contingency $1,182.18 Total NTE $13,000.00 ATTACHMENT 1 100 INVESTMENT SCHEDULE CITY OF MOORPARK CA-LIBRARY Proposed Solution Model Details •(1) Toshiba e-STUDIO330AC •Included Features: Copier Stand, Paper Feed Unit, Wireless LAN / Bluetooth Module, Harness for Coin Controller, Single outlet wall mount power filter 15A/120V •(1) Payment Systems - ACDi Service Details Pool Name Pool Type Monthly Pages Included Monthly Overage Per Page Mono Printer Pool Mono 500 $0.01100 Color Printer Pool Color 250 $0.05710 Total Monthly Investment $212.68 Monthly investment includes parts, labor, travel, and supplies; everything except for paper, staples, and applicable taxes. ATTACHMENT 2 101 Big features in a small footprint. The amazing color and impressive features you’d expect to find on Toshiba’s larger departmental MFPs are now available in a desktop model. Toshiba’s e- STUDIO330AC/400AC provides the robust feature set of its full-size MFPs in a compact footprint, making this series an ideal candidate for small workgroups. They will also lighten the load of the busiest workgroup systems. Like the bigger models, this series offers all the functions and applications you need to keep your business running smoothly – copy, print, scan, and fax, plus the same workflow-enhancing solutions. Features at a glance • Fast 35/42 PPM Performance • Copy, Print & Scan Standard • Large 10.1” Touchswipe UI • 650 Std./2,300 Max. Paper Supply • Built in 120 IPM DSDF Popular Options 802.11b/g/n Wi-Fi Convenience Stapler 2,000 Sheet Large Capacity Feeder 550 Sheet Paper Cassette Fax Card Printer Stand 102 1 of 2 SEE PAGE 2 FOR ADDITIONAL TERMS AND CONDITIONS TFS - 0424  LEASE WITH MAINTENANCE AGREEMENT APPLICATION NUMBER AGREEMENT NUMBER The words you and your, refer to the Customer. The words Lessor, we, us, and our, refer to Toshiba Financial Services. The Toshiba Equipment is covered by the terms of the Toshiba Quality Commitment, a copy of which may be obtained from your service provider. We own the Equipment, as defined below, (excluding software) and you have the right to use it under the terms of this Agreement. CUSTOMER CONTACT INFORMATION Contact Person: Bill-To Phone: Bill-To Fax: Billing Address: City, State - Zip: Equipment Location: (if different than above) City, State - Zip: TBS LOCATION Contact Name: Location: EQUIPMENT WITH CONSOLIDATED MINIMUMS ITEM DESCRIPTION MODEL NO. SERIAL NO. STARTING METER See attached form (Schedule "A") for Additional Equipment See attached form (Billing Schedule) for Additional Equipment/Payment Schedule LEASE TERM & PAYMENT SCHEDULE Number of Payments: of $ *Security Deposit**: $ Received *plus applicable taxes Payments includes: B&W Images per Month Excess Images at: $ * per B&W Image End-of-Lease Options: You will have the following options at the end of your original term, provided the Agreement has not terminated early and no event of default under the Agreement has occurred and is continuing. 1. Purchase the Equipment at Fair Market Value per section 16. 2. Renew the Agreement per section 17. 3. Return Equipment. Payments includes: Color Images per Month Excess Images at: $ * per Color Image Payments includes: Scan Images per Month Excess Images at: $ * per Scan Image Payments includes: B&W Print Images per Month Excess Images at: $ * per B&W Print Image Payments includes: Color Print Images per Month Excess Images at: $ * per Color Print Image Origination Fee: Up to $99.00 (included in First Invoice) Lease payment period is monthly unless otherwise indicated. Excess Images billed: Monthly Quarterly Semi-Annually Annually ** Security Deposit: The security deposit is non interest bearing and is to secure your performance under this Agreement. Any security deposit made may be applied by us to satisfy any amount owed by you in, in which event you will promptly restore the security deposit to its full amount as set forth above. If all conditions are fully complied with and provided you have not ever been in default of the Agreement in the Default section, the security deposit will be refunded to you after the return of the equipment in accordance with the Return of Equipment section. THIS IS A NONCANCELABLE / IRREVOCABLE AGREEMENT. THIS AGREEMENT CANNOT BE CANCELLED OR TERMINATED. LESSOR ACCEPTANCE Toshiba Financial Services Signature: Title: Date: CUSTOMER ACCEPTANCE You hereby acknowledge and agree that your original or electronic signature below shall constitute an enforceable and original signature for all purposes. This Agreement may be executed in counterparts. The executed counterpart which has Lessor’s original signature and/or is in Lessor’s possession shall constitute chattel paper as that term is defined in the Uniform Commercial Code (“UCC”) and shall constitute the original agreement for all purposes, including, without limitation, (i) any hearing, trial or proceeding with respect to this Agreement, and (ii) any determination as to which version of this Agreement constitutes the single true original item of chattel paper under the UCC. If Customer signs and transmits this Agreement to Lessor by facsimile or other electronic transmission, the transmitted copy, upon execution by Lessor, shall be binding upon the parties. Customer agrees that the facsimile or other electronic transmission of this Agreement manually signed by Lessor, when attached to the facsimile or other electronic copy signed by Customer, shall constitute the original agreement for all purposes, including, without limitation, those outlined above in this Section. Without limiting and subject to the foregoing, the parties further agree that, for purposes of executing this Agreement, (a) a document signed and transmitted by facsimile or other electronic transmission shall be treated as an original document, (b) the signature of any party on such document shall be considered as an original signature, (c) the document transmitted shall have the same effect as a counterpart thereof containing original signatures, and (d) at the request of Lessor, Customer, who executed this Agreement and transmitted its signature by facsimile, or other electronic transmission shall provide the counterpart of this Agreement containing Customer’s original manual signature to Lessor. No party may raise as a defense to the enforcement of this Agreement that a facsimile or other electronic transmission was used to transmit any signature of a party to this Agreement. BY SIGNING THIS PAGE, YOU REPRESENT TO US THAT YOU HAVE RECEIVED AND READ THE ADDITIONAL TERMS AND CONDITIONS APPEARING ON THE SECOND PAGE OF THIS AGREEMENT. THIS AGREEMENT IS BINDING UPON OUR ACCEPTANCE HEREOF. Legal Company Name: Fed. Tax ID#: Name: Signature: X Title: Date: 323 SCIENCE DR Toshiba e-STUDIO330AC Chris Thompson 48 Jeff Wagner MOORPARK, CA 93021-1136 +1.805.529.8270 MOORPARK, CA 93021-2092 0.05710250 0.01100500 ESTUDIO330AC +1.805.517.6248 699 MOORPARK AVENUE City of Moorpark 212.68 0.00 ATTACHMENT 3 103 2 of 2 TFS - 0424  TERMS AND CONDITIONS 1. Lease Agreement: You agree to lease from us the equipment described under “ITEM DESCRIPTION” and on any attached Schedule (hereinafter, with all replacement parts, repairs, additions and accessories, referred to as the “Equipment”) and as modified by Supplements to this Agreement from time to time signed by you and us. You authorize us to insert or correct missing information on this Agreement, including your accurate legal name, serial numbers and any other information describing the Equipment. You authorize us to change the amount of each Payment (set forth on page 1 of this Agreement) by not more than 15% due to changes in the equipment configuration which may occur prior to our acceptance of this Agreement or adjustments to reflect applicable sales taxes. We will send you copies of any changes. You agree to provide updated annual and/or quarterly financial statements to us upon request. You authorize us or our assignee to obtain credit reports and make credit inquiries regarding you and your financial condition and to provide your information, including payment history, to our assignees or third parties having an economic interest in this Agreement or the Equipment. Toshiba Financial Services (TFS) is not responsible for service or maintenance of the Equipment and is not party to any service maintenance agreement. 2. Lease Commencement: This Agreement will commence upon your acceptance of the applicable Equipment. When you receive the Equipment, you agree to inspect it and verify your acceptance by telephone or, at our request, by delivery of written evidence of acceptance satisfactory to us. Upon acceptance, your obligations under this Agreement will become absolute and unconditional, and are not subject to cancellation, reduction or setoff for any reason whatsoever. You agree to pay us the amounts payable under the terms of this Agreement each period by the due date in accordance with the Term and Payment schedule set forth on page 1 of this Agreement. Payments shall be delivered to our address or to such other address as we may designate in writing. For any payment that is not received by its due date, you agree to pay a late charge equal to the higher of 10% of the amount due or $22 (not to exceed the maximum allowed by law). 3. Image Charges: Each month during the term of this Agreement, you agree to remit to us the Payment and all other sums when due and payable to the address we provide to you from time to time. In return for the Payment, you are entitled to produce the Images (set forth on page 1 of this Agreement) included for each applicable image type each month. You also agree to pay us the Excess Image charge (set forth on page 1 of this Agreement) for each metered image that exceeds the applicable Images Included. We reserve the right to estimate the number of images used if you do not provide us with meter readings within seven days of request. We will adjust the estimated charge for excess images upon receipt of actual meter readings. Notwithstanding any adjustments, you will never remit to us less than the Minimum Payment each month. You agree that we reserve the right to increase the maintenance and supplies portion of the Lease Payment and/or the Excess Image charge each year during the Term of the Schedule by an amount not to exceed fifteen percent (15%) of the Payment and/or the Excess Image charge in effect at the end of the prior annual period. At our option, you will: (a) provide meter readings via an automated website when requested by us. We may charge a fee to recover the cost of meter collections if meters are requested but not submitted through the automated website. (b) Provide us by telephone or facsimile the actual meter readings when requested by us. (c) Allow us (or our agent) access to the Equipment to obtain meter readings. (d) Allow us (or our agent) to attach an automatic meter reading device to the Equipment. We may audit the automatic meter reading device periodically. If you have a dispute with your service provider, you continue to pay us all Payments and Excess Image charges without deductions or withholding deductions. Images made on Equipment marked as “Customer Owned” will be included in determining your image and excess charges. 4. WARRANTY DISCLAIMER: WE MAKE NO WARRANTY EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT IS MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY US. YOU LEASE THE EQUIPMENT “AS IS”. NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE EQUIPMENT WILL BIND US, NOR WILL ANY BREACH THEREOF RELIEVE YOU OF ANY OF YOUR OBLIGATIONS HEREUNDER. YOU AGREE THAT WE WILL NOT BE RESPONSIBLE TO PAY YOU ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR ANY DEFAULT BY US UNDER THIS AGREEMENT. 5. Statutory Finance Lease: You agree that this Agreement qualifies as a statutory Finance Lease under Article 2A of the Uniform Commercial Code. To the extent you are permitted by applicable law, you waive all rights and remedies provided by Article 2A (sections 508-522) of the Uniform Commercial Code. 6. Security Interest: You authorize us to file a financing statement with respect to the Equipment. If this Agreement is deemed to be a secured transaction, you grant us a security interest in the Equipment to secure all amounts you owe us under any agreement with us. 7. Use Maintenance and Repair of Equipment: YOU WILL USE THE EQUIPMENT ONLY IN THE LAWFUL CONDUCT OF YOUR BUSINESS AND NOT FOR PERSONAL, HOUSEHOLD OR FAMILY PURPOSES. You will not move the Equipment from the equipment location listed on page 1 without our advance written consent. You will give us reasonable access to the Equipment so that we can check the Equipment’s existence, condition and proper maintenance. At your cost, you will keep the Equipment in good repair, condition and working order, ordinary wear and tear excepted. You will not make any permanent alterations to the Equipment. You will keep the Equipment free and clear of all liens. You assign to us all of your rights, but none of your obligations, under any purchase agreement for the Equipment. We assign to you all our rights under any warranties, so long as you are not in default. 8. Software: Except as provided in this paragraph, references to “Equipment” include any software referenced above or installed on the Equipment. We do not own the software and cannot transfer any interest in it to you. You are responsible for entering into any license and/or other agreement (each a “License Agreement”) required by the applicable software supplier or software licensor no later than the effective date of this Agreement and you will fully comply with such License, if any, throughout the applicable term. We are not responsible for the software or the obligations of you or the software licensor under any License Agreement. If any items are listed with the Equipment and denoted as “(Software as a Service)” you understand the Payment set forth on page 1 includes the periodic amount you have agreed to pay for the software/subscription services described in your Master Software and Services Agreement and/or your Statement of Services relating to such software/subscription services (“SaaS”) with Toshiba America Business Solutions Inc. (“TBS”). Please reference your SaaS for a description of your rights and obligations with respect to such software/subscription services. You acknowledge the SaaS is separate from this Agreement, it shall not affect your obligations under this Agreement in any way, and TBS is solely responsible for the performance obligations related to SaaS. 9. Taxes and Lease Charges: You agree to pay all taxes, costs and expenses incurred by us as a consequence of the ownership, sale, lease or use of the Equipment, including all sales, use and documentary stamp taxes. Any fee charged under this Agreement may include a profit and is subject to applicable taxes. In addition, you agree to pay us a UCC filing fee of $35.00. 10. Indemnity: You will indemnify and hold us harmless from any and all liability, damages, losses or injuries including reasonable attorney’s fees, arising out of the ownership, use, condition or possession of the Equipment, except to the extent directly caused by our gross negligence or willful misconduct. We reserve the right to control the defense and to select or approve defense counsel. This indemnity will survive the termination of this Agreement. 11. Risk of Loss; Insurance: You are responsible for risk of loss or for any destruction of or damage to the Equipment. No such loss or damage shall relieve you from the payment obligations under this Agreement. You agree to keep the Equipment fully insured against loss until this Agreement is paid in full and to have us and our assigns named as lender's loss payee. You also agree to maintain public liability insurance covering both personal injury and property damage and you shall name us and our assigns as additional insured. Upon request, you agree to provide us certificates or evidence of insurance acceptable to us. If you fail to comply with this requirement within 30 days after the start of this Agreement: (a) we have the right but no obligation to obtain insurance covering our interest (and only our interest) in the Equipment for the lease term, and renewals. Any insurance we obtain will not insure you against third party or liability claims and may be cancelled by us at any time. You will be required to pay us an additional amount each month for the insurance and administrative fee. The cost may be more than the cost of obtaining your own insurance and we may make a profit. You agree to cooperate with us, our insurer and our agent in the placement of coverage and with claims; or (b) we may charge you a monthly property damage surcharge of up to .0035 of the Equipment cost as a result of our credit risk and administrative and other costs, as would be further described on a letter from us to you. We may make a profit on this program. Once an acceptable certificate or evidence of insurance is submitted, any such fees will be discontinued. If any of the Equipment is lost, stolen or damaged you will at your option and cost, either (a) repair the item or replace the item with a comparable item reasonably acceptable to us, or (b) pay us the sum set forth in the Remedies section. 12. Right to Perform: If you fail to comply with any provision of this Agreement, we may, at our option, perform such obligations on your behalf. Upon invoice you will reimburse us for all costs incurred by us to perform such obligations. 13. Representations: (a) You represent and warrant to us that (1) you have the lawful power and authority to enter into this Agreement, and (2) the individuals signing this Agreement have been duly authorized to do so on your behalf, (3) you will provide us such financial information as we may reasonably request from time to time, (4) all financial information provided (or to be provided) is (or will be) accurate and complete in all material respects, (5) you will promptly notify us in writing if you move your principal place of business or there is a change in your name, state of formation, or ownership, and (6) you will take any action we reasonably request to protect our rights in the Equipment. (b) We represent and warrant to you that (1) we have the lawful power and authority to enter into this Agreement, and (2) the individuals signing this Agreement have been duly authorized to do so on our behalf. 14. Default: You will be in default under this Agreement if: (a) we do not receive any Payment due under this Agreement within five (5) days after its due date, (b) you fail to meet any of your obligations in the Agreement (other than payment obligations) and do not correct such default within 10 days after we send you written notice of such default, (c) you or your guarantor become insolvent, are liquidated or dissolved, merge, transfer a material portion of your ownership interest or assets, stop doing business, or assign rights or property for the benefit of creditors, (d) a petition is filed by or against you or your guarantor under any bankruptcy or insolvency law, (e) any representation made by you is false or misleading in any material respect, (f) you default on any other agreement with us or our assigns or any material agreement with any entity, or (g) there has been a material adverse change in your or any guarantor’s financial, business or operating condition. 15. Remedies: If you are in default, we may, at our option, do any or all of the following: (a) retain your security deposit, if any, (b) terminate this Agreement, (c) require that you pay, as compensation for loss of our bargain and not as a penalty, the sum of (1) all amounts due and payable by you or accrued under this Agreement, plus (2) the present value of all remaining Payments to become due under this Agreement (discounted at 2% or the lowest rate allowed by law), and (3)(i) the amount of any purchase option and, if none is specified, 20% of the original equipment cost, which represents our anticipated residual value in the Equipment or (ii) return the Equipment to a location designated by us and pay to us the excess, if any, of the amount payable under clause (3)(i) over the Fair Market Value of the returned Equipment as determined by us in our reasonable discretion, (d) recover interest on any unpaid balance at the rate of 12% per annum, and (e) exercise any other remedies available to us at law or in equity, including requiring you to immediately stop using any financed software. You agree to pay our reasonable attorney’s fees and actual court costs including any cost of appeal. If we have to take possession of the Equipment, you agree to pay the cost of repossession and we may sell or re-rent the Equipment at terms we determine, at one or more public or private sales, with or without notice to you. You may remain liable for any deficiency with any excess being retained by us. 16. Purchase Option: At the end of the Term provided you are not in default, and upon 30 days prior written notice from you, you will either (a) return all the Equipment, or (b) purchase all the Equipment as is, without any warranty to condition, value or title for the Fair Market Value of the Equipment as determined by us in our reasonable discretion plus applicable sales and other taxes. 17. Automatic Renewal: Except as set forth in Section 16, this Agreement will automatically renew on a month-to-month basis after the Term, and you shall pay us the same Payments and lease charges as applied during the Term (and be subject to the terms and conditions of this Agreement) until the Equipment is returned to us or you pay us the applicable purchase price (and taxes). 18. Return of Equipment: If (a) a default occurs, or (b) you do not purchase the Equipment at the end of the Term pursuant to a stated purchase option, you will immediately return the equipment to any location(s) we may designate in the continental United States. The Equipment must be returned in “Average Saleable Condition” and properly packed for shipment in accordance with our recommendations or specifications, freight prepaid and insured. “Average Saleable Condition” means that all of the Equipment is immediately available for use by a third party, other than you, without the need for any repair or refurbishment. All Equipment must be free of markings. You will pay us for any missing or defective parts or accessories. 19. Assignment: We may, without your consent, assign or transfer any Equipment or this Agreement, or any rights arising under this Agreement, and in such event our assignee or transferee will have the rights, power, privileges and remedies of Lessor hereunder, but none of the obligations. Upon such assignment you agree not to assert, as against our assignee, any defense, setoff, recoupment, claim or counterclaim that you may have against us. You will not assign, transfer or sublease this Agreement or any rights thereunder or any Equipment subject to this Agreement without our prior written consent. 20. Personal Property Tax (PPT): You agree at our discretion to (a) reimburse us annually for all personal property and similar taxes associated with the ownership, possession or use of the Equipment or (b) remit to us each billing period our estimate of the prorated equivalent of such taxes. You agree to pay us an administrative fee for the processing of such taxes. We may make a profit on such a fee. 21. Tax Indemnity: You agree to indemnify us for the loss of any income tax benefit caused by your acts or omissions inconsistent with our entitlement to certain tax benefits as owner of the Equipment. 22. Governing Law: BOTH PARTIES AGREE TO WAIVE ALL RIGHTS TO A JURY TRIAL. This Agreement and any supplement shall be deemed fully executed and performed in the state in which our (or, if we assign this Agreement, our assignee's) principal place of business is located and shall be governed by and construed in accordance with its laws. Any dispute concerning this Agreement will be adjudicated in a federal or state court in such state. You hereby consent to personal jurisdiction and venue in such courts and waive transfer of venue. 23. Transition Billing: In order to facilitate an orderly transition, the start date of this Agreement will be the date the Equipment is delivered to you or a date designated by us, as shown on the first invoice. If a later start date is designated, in addition to all Payments and other amounts due hereunder, you agree to pay us a transitional payment equal to 1/30th of the Payment, multiplied by the number of days between the date the Equipment is delivered to you and the designated start date. The first Payment is due 30 days after the start of this Agreement and each Payment thereafter shall be due on the same day of each month. 24. Miscellaneous: This Agreement contains the entire agreement between you and us and may not be modified except as provided therein or in writing signed by you and a duly authorized representative of us, and supersedes any purchase orders. We will not accept payment in cash. If you so request, and we permit the early termination of this Agreement, you agree to pay a fee for such privilege. Notices must be in writing and will be deemed given five days after mailing to your or our mailing address. If a court finds any provision of this Agreement to be unenforceable, all other terms of that Agreement will remain in effect and enforceable. You agree that any delay or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights at a later time. In no event will we charge or collect any amounts in excess of those allowed by applicable law. Time is of the essence. You hereby acknowledge and confirm that you have not received any tax, financial, accounting or legal advice from us, or the manufacturer of the Equipment. It is the Customer's sole and exclusive responsibility to ensure that all data from all disk drives or magnetic media are erased of any customer data and information. You hereby consent to receive electronic marketing communication on Toshiba products and services. TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THIS MEANS TO YOU: WHEN YOU OPEN AN ACCOUNT, WE WILL ASK FOR YOUR NAME, ADDRESS AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU. WE MAY ALSO ASK TO SEE IDENTIFYING DOCUMENTS. 25. Maintenance and Supplies Agreement (“MSA”) with TBS: a) TBS agrees to provide full service maintenance including toner, developer and parts necessary to produce an image. TBS will provide inspections as required, which may be made in conjunction with regular or emergency service calls. If, upon your request, service is provided at a time other than during TBS’s normal business hours, you will be charged at TBS’s customary rates. TBS will not be obligated to provide service for repairs made necessary as a result of service by personnel not authorized by TBS or the use of supplies other than those provided by TBS. Separate charges for repairs or parts replacement due to the foregoing shall be borne by you. b) Except as provided below, TBS will replace parts necessary to produce an image, consumables and supply items without charge. You agree to replace any parts, consumables and supply item as a result of carelessness on the part of the operator, accident, misuse (including failure to follow the manufacturer’s published operating manual) abuse, neglect, theft, riot, vandalism, lightning, electrical power failure, fire, water, or other casualty. c) If you are in default under the MSA, TBS has the right to deny performing any service and/or supplying any products. d) Under the MSA, TBS’s liability with respect to any property damage or injury (including death) to persons arising out of or connected with service performed under this Agreement is strictly limited to that imposed by law and there is no contract imposing any greater degree of liability. e) Title to all supplies furnished hereunder including toner and toner bags remains with TBS until you consume said supplies to the extent they may not be further utilized in the image making process. We may charge you a supply freight fee to cover the cost of shipping supplies. You agree to use the supplies provided at “no charge” on the Equipment. You will not take designated supplies from Equipment to be used in any other Equipment not covered by this Agreement. You must purchase paper and staples separately. f) Stated supply item yields represent 100% of manufacturer stated yields based on standard “letter size” copies with 6% image coverage. At the end of each annual billing period or billing cycle, you will be billed for any toner used in excess of that required based on yields stated above. 104 1 of 1 SALES ORDER 0119 Sales Representative: Customer Name:Tax ID#: Billing Address:Phone #:Ext:Fax#: Address 2:Contact: City:State:Zip:eMail: QTY. Title:Date: Title:Date: SALES ORDER SO-2.0.0 SALES PACKET NUMBER ORDER DATE Customer PO#: CUSTOMER INFORMATION EQUIPMENT AND SUPPLIES EQUIPMENT & ACCESSORIES PRODUCT NUMBER SHIP TO ADDRESS UNIT PRICE AMOUNT SPECIAL INSTRUCTIONS Sub Total Taxable Total Sales Tax % Tax Paid Other EOL/Security Professional Fees Connectivity Fees Move Fees Print Name:Signature: X Advance Paid Total CUSTOMER ACCEPTANCE You hereby acknowledge and agree that your electronic signature above shall constitute an enforceable and original signature for all purposes. By signing this agreement, the customer acknowledges that he/she has read and understood the terms and conditions of this agreement. 1. Limited Warranty.The seller warrants that the goods to be delivered will be of the kind and quality described in this Agreement and will be free of defects in workmanship or material. Should any failure to conform to this warranty appear within ninety (90) days after the initial date of installation in the case of new goods, or thirty (30) days after the initial date of installation in the case of used or reconditioned goods, the seller at it's option, shall correct such defects by suitable repair or replacement at its own expense, upon notification thereof and substantiation that the goods have been stored, installed, maintained, and operated in accordance with the Seller's recommendations or standard industry practice. The foregoing warranty does not apply to consumable parts such as, but not limited to, drums, cleaning brushes, filters, developer, toner, heat and oilier tubes, pressure pads, lamps, lenses and fuses. This warranty is exclusive and is in lieu of any warranty of merchantability, fitness for a particular purpose or other warranty of quality, whether express or implied,except of title and against patent infringement.Correction of non-conformities, in the manner and for the period of time provided above, shall constitute fulfillment of all liabilities of the Seller to the Customer with respect to, or arising out of the goods, whether based on contract, negligence, strict tort liability of otherwise. TBS ACCEPTANCE Print Name:Signature: X 1 of 1 SALES ORDER 0119 93021-2092 SEE LEASE cthompson@moorparkca.gov 1 1 Payment Systems - ACDi Toshiba e-STUDIO330AC SEE LEASE 323 SCIENCE DR Jeff Wagner 699 MOORPARK AVENUE MOORPARK, CA 93021-1136 699 MOORPARK AVENUE MOORPARK, CA 93021-1136 MOORPARK CA ACDISYS ESTUDIO330AC +1.805.517.6248 City of Moorpark Chris Thompson SEE LEASE +1.805.529.8270 105 Billing Address:Ext. Suite #: City:State:Zip: How much does Toshiba AMR cost me? Nothing. Ever. What information does AMR gather? Is the transmission secure? 1 Automated Meter Read (e-Bridge CloudConnect) 2 Automated Meter Read (On Site Software) TBS will provide free AMR software that will automatically pull meter information and input into TBS billing system. Equipment MUST be connected to your network. 3 Meters Online (MOL) An automatic meter request is sent to the End User directly from the TBS billing system. End User collects the meter readings and goes to http://meters.toshiba.com and enters the meters online manually. All meters submitted via online are electronically imported into the TBS billing with no manual entry or interaction by TBS. Yes No Upon receipt of first TFS Lease invoice, or call to reg ption of environmental resources tremendously. Please select if you will accept Electronic Invoices when possible: METER COLLECTION CHOICES: What is Toshiba's Automated Meter Read Program (AMR)? As part of your service contract with TBS, you are required to report usage data for all your printers, copiers, and multifunction devices. With manual reporting, you must go to each device, record the serial numbers and meter readings, and submit this information via email, fax or phone. Toshiba's AMR program automatically gathers usage data for each device and sends it securely to TBS at scheduled intervals. The result is more accurate and timely reporting, fewer billing errors, and less busy work for you. The automated meter reading system captures all required information for billing purposes; Machine model, Serial number, and usage information. Yes. Data is completely secure. Toshiba Business Solutions IT Team will work with you to set up equipment meter collections in the priority listed below: Your Toshiba system will be equipped with two-way communication capabilities. TBS will provide updates, system back ups, and meter collection automatically. Equipment MUST be connected to your network. Phone #:Customer PO #: Meter Contact:Meter Phone: Meter Email: Customer Name:Customer Contact: AUTOMATED METER READ PROGRAM OPTIONS AM-2.0.0 SALES PACKET NUMBER DATE Sales Representative: CUSTOMER INFORMATION ister. Email Attachment Only:Invoice Portal Access: PDF copy of invoice sent to email listed below Link to web portal allowing invoicing viewing and E-Pay option. Email will be sent with link when new invoices generate. Print Name: Signature:Title:Date: Please select preferred Electronic Invoice Method (TBS Invoices Only): CUSTOMER ACCEPTANCE: Email Address for invoice notifications: TBS may charge a fee to recover the cost of meter collections if meters are not submitted through the automated website. TBS reserves the right to convert Customer to a flat fee, based upon the greater of a specific unit’s historical average volume or the device type’s midpoint manufacturer recommended volume, if meters are not made available for the device(s) after 3 consecutive billing periods. ELECTRONIC INVOICING CHOICE: Toshiba is committed to the environment through its worldwide green initiatives. One of the primary goals of Toshiba's green initiatives is environmental management through corporate social responsibility. One of TBS's Eco-Innovation initiatives is to convert to electronic invoicing whenever possible. Converting to electronic invoicing will enable TBS to decrease its consum 1 of 1 AMR 0119 +1.805.517.6248 CAMOORPARK 323 SCIENCE DR City of Moorpark Chris Thompson Jeff Wagner visit www.onlinemyaccounts.com 1-888-422-6485 93021-2092 +1.805.517.6248 cthompson@moorparkca.gov Chris Thompson cthompson@moorparkca.gov 106 1 of 2 Billing Address:Ext. Address 2: State:Zip: • Base Device Configuration - Setup of Network Protocols on Device Device • Print Driver Installation Workstation • PC Fax Driver Installation Workstation • Print Driver and PC Fax Driver on same Workstation Workstation • Scan to Copier Controller Scanning Template • Scan to Network Folder Scanning Template • Scan to Email - Initial Setup of communication to local SMTP server Initial Setup - Additional Setup per Scanning Template Scanning Template - Off-site SMTP Server Hour Until Completion - Additional Setup per Scanning Template Scanning Template • Incoming Fax Routing to Copier Controller Fax Destination • Incoming Fax Routing to Network Folder Location Fax Destination • Incoming Fax Routing to Email - Initial Setup of SMTP Server Initial Setup - Additional Setup per Destination Destination - Off-site SMTP Server Hour Until Completion - Additional Setup per Destination Destination • User Code Enforcement 10 User Codes • Copier Configuration Backup and Restore Backup/Restore Event Title: Title:Date: Title:Date: CONNECTIVITY OPTIONS AGREEMENT CA-1.0.0 SALES PACKET NUMBER EFFECTIVE DATE Sales Representative: CUSTOMER INFORMATION Customer Name:Customer Contact: City:eMail: CONNECTIVITY OPTIONS (Check All That Apply) Phone #:Customer PO #: IT Contact:IT Phone #: OPTION A: Includes basic device configuration, print driver installation on up to three workstations and administrator training. Additional Professional Services will be billed at published TBS Professional Services rates. Includes Remote Orientation of an Administrator to controller on their network,installation of 3 workstations for printing, scanning, and PC faxing. Connection Project not to exceed 2 hours. Any additional time required beyond 2 hours will be billed at current Professional Services Rates.If less than 2 hours is required, no time is banked for future use. Includes installation of Re-Rite on client server,configuration of 6 advanced scanning workflows;Word,Excel, Text Searchable PDF,PDF Form,Slim PDF,Secure PDF.Workflows include one Advanced Scanning Template Group,6 Templates, and 4 Re-Rite workflows,all delivered to a common output folder.One hour of MFP Training -No more than 5 users per session -Training covers basic copier functions, printing, and scanning. OPTION B:Custom Network Integration - Variable / Additional Charges Qty Charge Unit Description Network Administrator Integration and Training Total Connectivity Fee: Note: Any Additional Connectivity Services performed not specified above will be billed at a rate of: $200.00 per hour. Communication to a Local SMTP Server DECLINATION Customer certifies that they have read the statement of work and that they have decided to decline all assistance from TBS regarding the installation of their copier/printer. TBS is under no obligation and has no liability concerning any aspect of the installation process. Print Name:Signature: X Connectivity support may be completed remotely or on-site at the discretion of TBS. Support covers initial installation only. CUSTOMER ACCEPTANCE You hereby acknowledge and agree that your electronic signature above shall constitute an enforceable and original signature for all purposes. By signing this agreement, the customer acknowledges that he/she has read and understood the statement of work and terms and conditions of this agreement. Print Name: TBS ACCEPTANCE Print Name:Signature: X Date:Signature: X &211(&7,9,7<)250 Chris Thompson cthompson@moorparkca.gov 323 SCIENCE DR Jeff Wagner Chris Thompson +1.805.517.6248 FREE ($400 VALUE) (Remote) 93021-2092CAMOORPARK City of Moorpark +1.805.517.6248 107 2 of 2 TERMS AND CONDITIONS The following Terms and Conditions are an amendment to the TBS Maintenance contract. In the event that the Customer has declined a Maintenance contract, the following Terms and Conditions do not apply to this agreement. Toshiba products and software are warranted to be compatible with hardware and operating systems listed on product specification sheet at time of installation.TBS does not guarantee compatibility with future operating systems or hardware. Inclusions –Hardware:Service calls,replacement parts for connected devices that allow the equipment to interface with PC’s and networks, e.g. printer interface cards,NIC cards,print controllers, print/scan enablers or any other items that enhance the functionality of these products. Diagnosis of device failures will be limited to confirmation of print capabilities with a laptop computer connected via a crossover cable using a standard print driver test page. Inclusions – Software: Service calls required as a result of the failure of Toshiba software. Upgrades to Toshiba software are included. Service Availability: Service calls performed during normal business hours, Monday through Friday, 8:00am to 5:00pm, excluding company holidays. Exclusions: 1. Electrical work external to the equipment. 2. Charges to install or improve telephone lines. 3. Charges to improve electrical service and/or network lines. 4. Network wiring to improve or connect the hardware to a computer or network. 5. Service necessitated as a result of malfunction of equipment when unauthorized parts, attachments, or conflicting software is used with the equipment. 6. Service necessitated as a result of alterations, malfunctioning computer or network hardware and/or operating systems. In such event, TBS reserves the right to terminate the maintenance contract if it is determined that such changes, alterations or malfunctions make it impractical to continue to service the equipment. 7.Reinstallation of drivers and/or installation of connected devices due to changes in computer and/or network operating systems, system configuration, addition/upgrades to application software or malfunction of devices. 8. Reinstallation/service required due to the relocation of equipment. Excluded services will be invoiced to the Customer at TBS’s normal hourly labor rate then in effect for Digital Systems Integration Services. STATEMENT OF WORK This Statement of Work for Connectivity &Security Options outlines the services and deliverables for the planned implementation.This Statement of Work is intended to detail the obligations of Toshiba Business Solutions (TBS) and the Customer. CONNECTIVITY OPTIONS - WORK TO BE PERFORMED Option B: Covers the selected work only. Additional Professional Services fees apply for any additional work at the current TBS Professional Services rates. Base Device Configuration Includes: 1. Verify proper network settings, i.e., print queue configuration, TCP/IP address, etc. 2. Connect base unit to customer’s network via customer supplied/installed cabling. 3. Perform color calibration on base unit and RIP device. Print Driver Installation Includes: 1. Install print drivers onto designated workstations (up to three – Option A or as specified in Option B.) 2. Confirm print capabilities via standard print driver test page. Administrator Training Includes: 1. Training on base unit, print driver and RIP software. 2. Orientation of the administrator to the print controller on the network. While Toshiba print drivers are compatible with most common office applications, TBS does not provide training on specific printing applications. STATEMENT OF WORK ASSUMPTIONS The following are the assumptions on which this Statement of Work is based.If any of these assumptions either change or are incorrect,changes to the Statement of Work may be required, which may result in changes to the Connectivity Services fee. Please review this section to make sure these assumptions are correct. 1. Client is responsible for ensuring that all applications and data are successfully backed up prior to TBS beginning work. TBS is not responsible for any lost information. 2. Building environmental conditions are within equipment specifications for airflow, temperature, humidity, and electrical quality. 3. Cabling and WAN Data Communication Lines are properly installed and tested.TBS is not responsible for any improper cabling or issues involving telecommunications lines. All troubleshooting and corrective action will be billed outside of this SOW on a time and materials basis. 4. TBS is not responsible for any conflicts with existing hardware that is no longer supported by the manufacturer. 5.TBS is only responsible for integration tasks outlined in this Statement of Work.Any work outside of this SOW will be handled through a Change Order Request Process,which may require additional billable time and materials. Customer will be informed before any out of scope work is performed. 6. Customer will provide systems personnel for the project familiar with all aspects of Customer’s enterprise configuration –security,remote access,domain structure,WAN/LAN connectivity, applications used for this particular project – to work in conjunction with TBS on this implementation. Additionally, a desktop technician may be required to perform client-side duties. 7. All software being utilized is registered and authentic. 8. Equipment is connected to a dedicated power source per product specifications furnished by TBS. 9. All network addresses, print queue names and printer names, etc. are available upon request. &211(&7,9,7<)250 108 Sales Representative: State: Zip:State: Zip: Ext. Fax #Ext. Fax # Customer PO #:Ship Term: Title:Date: 4A - Mstr FMV Lease Schedule 3. MASTER Lease with Maintenance Agreement (LWM) 3 - Master LWM Agreement 3A - Master LWM Schedule TOSHIBA AMERICA BUSINESS SOLUTIONS, INC Complete this form with Applicable Schedules, obtain Member signature(s), email signed order to: nationalipa.orders@tabs.toshiba.com MEMBER NUMBER ORDER DATE Customer Name:Customer Name: Billing Address:Shipping Address: MEMBER INFORMATION Bill to Information:Ship to Information: Address 2:Address 2: City:City: Contact:Contact: eMail:eMail: Phone #:Phone #: 1. Managed Print Services - Existing Equipment (MPS) 1 - MPS Order 1A - MPS Equip Schedule MPSA ORDER OPTIONS ORDERS & SCHEDULES MEMBER INITIALS NOTES Tax ID #:Delivery Date: 2. Product Purchase Order 2 - Purchase Product Order 2A Product Schedule Maintenance Activation 6A - FMV Lease Supplement FINANCE AGREEMENTS 5. Lease with Maintenance Agreement 5 - Lease with Maint Agreement 5A - Lease with Maint Supplement 4. MASTER FMV Lease Agreement 4 - Mstr FMV Lease Agreement 7. State and Local Government Addendum (SLG) SLG Addendum 6. FMV Lease Agreement 6 - FMV Lease Agreement Consultant / Professional Services Engagements SOW Solutions Purchase Supplies and Parts Consultant / Professional Services Engagements CUSTOMER ACCEPTANCE Signature on this page indicates acceptance of all terms and conditions as stated in this MPSA Order Print Name:Signature: Customer agrees to use the services of Toshiba for the purposes of providing the Managed Print Services and deliverables (hereafter collectively known as the “MP Services”) which are set fo rth on this MPSA Order Form and the attached applicable Finance Agreement, Order, and/or Schedule/Supplement (collectively an “MPSA Order”). Customer agrees that such MP Services s hall be provided pursuant to the terms and conditions of (i) Region 4 Copiers Contract #R241204 between Toshiba and Region 4 Education Service Center (ESC) effective June 1, 2020 (the “Region 4 Copier Contract”); (ii) the Master Print Services Agreement (“MPSA”); and (iii) this signed MPSA Order with its Attachments and/or Schedules. The Region 4 Copier Contract and the MPSA are incorporated into this MPSA Order by reference. Customer’s acceptance of this MPSA Order shall be authorization for Toshiba’s performance of the MP Services. The order of pecedence for the applicable documents shall be (i) a Finance Agreement with its Schedule or Supplement; (ii) the Region 4 Copier Contract; (iii) the MPSA and (iv) an Order with its Schedule. Customer hereby acknowledges its receipt and acceptance of the MPSA. #R241204 REGION 4 / NATIONAL IPA MPSA ORDER FORM Ver 060420 X 93021-2092 CA Chris Thompson City of Moorpark 4001904 699 MOORPARK AVENUE cthompson@moorparkca.gov 93021-1136 323 SCIENCE DR +1.805.517.6248 City of Moorpark Jeff Wagner <-- Please initial here <-- Please initial here MOORPARK MOORPARK cthompson@moorparkca.gov Chris Thompson CA +1.805.529.8270+1.805.517.6248+1.805.529.8270 109