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HomeMy WebLinkAboutAGENDA REPORT 2018 0620 CCSA REG ITEM 10ECITY OF MOORPARK, CALIFORNIA City Council Meeting of June 20, 2018 ACTION Approved staff recommendation BY M. Benson E. Consider Equipment Lease and Maintenance Agreements with Toshiba Business Solutions, Inc. (TBS) for Six Color Copy Machines and One Black and White Copy Machine. Staff Recommendation: Authorize the City Manager to sign the Agreements, subject to final language approval by the City Manager. Item: 10.E. MOORPARK CITY COUNCIL AGENDA REPORT TO: Honorable City Council FROM: Atanas Beltchev, Information Systems Manager DATE: 6/20/2018 Regular Meeting SUBJECT: Consider Equipment Lease and Maintenance Agreements with Toshiba Business Solutions, Inc. (TBS) for Six Color Copy Machines and One Black and White Copy Machine BACKGROUND & DISCUSSION On July 1, 2015 the City Council approved and on July 2, 2015 the City Manager signed 36-month lease and maintenance agreements with Toshiba Business Solutions for delivery, installation, supplies and maintenance of six (6) color and one (1) black and white copy machines. Toshiba Financial Services is the Lessor of the seven copy machines. The machines are used in various City facilities and staff is happy with their performance and reliability. Additionally, the vendor’s customer support and responsiveness for maintenance have been excellent over the past 35+ months. The 2015 agreements will expire on June 30, 2018, and the City’s options at the expiration of these agreements include continuing to use the current machines or to replace them with newer equipment. Information Systems staff evaluated the options and obtained a quote from the current vendor for replacement with seven new copy machines for a 36-month lease and including the associated maintenance services contract. The pricing in the quote is based on an agreement negotiated between the vendor and the County of Orange, California, for a 36-month lease period. For sustained reliability, improved copy quality, and managed fiscal impact, a 36-month lease term for new copy machines is considered optimal. The new agreements are attached and include the lease price per month and price per copy for black and white and color copies. The price per copy for black and white copies applies to all proposed machines. Compared to the pricing of the current lease agreement that ends this month, the new pricing provides $22 per month lease savings, and the new maintenance contract provides an additional savings of $0.0022 per page (equivalent to 31.4%) for black and white copies. The price for color copies remains the same. The number of copies per month and per machine varies for the seven copy machines leased by the City. Item: 10.E. 872 Honorable City Council 6/20/2018, Regular Meeting Page 2 FISCAL IMPACT The proposed Fiscal Year 2018/19 budget includes sufficient funds to cover the total estimated cost of approximately $35,200 for the new copy machines for the initial 12- month period. No additional appropriation is required at this time. Staff will budget appropriate funds for each subsequent fiscal year for the term of the lease agreement. The City will be receiving the price advantage of the agreement negotiated between the vendor and the County of Orange. STAFF RECOMMENDATION Authorize the City Manager to sign the Agreements, subject to final language approval by the City Manager. Attachment 1: Toshiba Business Solutions - Quotation Attachment 2: Lease Agreement Attachment 3: Schedule A Attachment 4: Maintenance Service Contract 873 Proposal Prepared for: City of Moorpark Current Equipment pricing 36 mo. lease 6 Toshiba e-Studio 6560CT copier 1,755.00$ 65 cpm black and color 1 Toshiba eStudio 457 45 cpm black only Full coverage service plan (all parts, labor & supplies) Black copies bill monthly @ $.007 color copies bill montly @ $.05 Proposed Recommendation e-Studio 6506ACT Proposed Recommendation 36 mo. lease 6 Toshiba e-Studio 6506ACT MFP 1,733.00$ 65 cpm black and color 300 sheet cap Dual sided DF scanning (120ppm) Stapling Finisher Hole punch kit 1 Toshiba eStudio 4508A MFP included 45 cpm black only 300 sheet cap Dual sided DF scanning (120ppm) Stapling Finisher Hole punch kit Full coverage service plan (all parts, labor & supplies) Black copies bill monthly @ $.0048 color copies bill montly @ $.0365 PROPOSED MONTHLY EXPENSE 1,733.00$ NET MONTHLY CHANGE (22.00)$ Delivery & Installation included Zero down to start new program 874 SLG FMV Page 1 of 2 TFS SLG 200(c) FMV mtm 08/12 Equipment Lease Agreement # ______________________ EQUIPMENT Equipment MFG Model & Description Serial Number Accessories See attached schedule for additional Equipment / Accessories Billing Address: Equipment Location: SUPPLIER TRANSACTION TERMS Purchase Option: Fair Market Value Lease Payment: $__________ (plus applicable taxes) Term: ______ (months) Billing Period: Monthly Quarterly Semi-Annually Annually (Monthly if not checked) The following additional payments are due on the date this Lease is signed by you: Advance Payment: $_________ (plus applicable taxes) Applied to: First Last Document Fee: $75.00 (included on first invoice) YOU HAVE SELECTED THE EQUIPMENT. THE SUPPLIER AND ITS REPRESENTATIVES ARE NOT AGENTS OF ANY ASSIGNEE OF LESSOR AN D ARE NOT AUTHORIZED TO MODIFY THE TERMS OF THIS LEASE. YOU ARE AWARE OF THE NAME OF THE MANUFACTURER OF EACH ITEM OF EQUIPMENT AND YOU WILL CONTACT EACH MANUFACTURER FOR A DESCRIPTION OF YOUR WARRANTY RIGHTS. WE MAKE NO WARRANTIES TO YOU, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY OR OTHERWISE. WE PROVIDE THE EQUIPMENT TO YOU AS-IS. YOU AGREE TO USE THE EQUIPMENT ONLY IN THE LAWFUL CONDUCT OF YOUR BUSINESS, AND NOT FOR PERSONAL, HOUSEHOLD OR FAMILY PURPOSES. WE SHALL NOT BE LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGES. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEGAL, TAX OR ACCOUNTING TREATMENT OF THIS LEASE AND YOU ACKNOWLEDGE THAT WE ARE AN INDEPENDENT CONTRACTOR AND NOT A FIDUCIARY OF LESSEE. YOU WILL OBTAIN YOUR OWN LEGAL, TAX AND ACCOUNTING ADVICE RELATED TO THIS LEASE AND WILL MAKE YOUR OWN DETERMINATION OF THE PROPER LEASE TERM FOR ACCOUNTING PURPOSES. EXCEPT AS PROVIDED IN SECTION 2, YOUR PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO CANCELLATION, REDUCTION OR SETOFF FOR ANY REASON WHATSOEVER. BOTH PARTIES AGREE TO WAIVE ALL RIGHTS TO A JURY TRIAL. THIS LEASE SHALL BE DEEMED FULLY EXECUTED AND PERFORMED IN THE STATE OF LESSEEPRINCIPAL PLACE OF BUSINESS AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH SUCH LAWS. 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. BY SIGNING THIS LEASE, YOU ACKNOWLEDGE RECEIPT OF PAGES 1 AND 2 OF THIS LEASE, AND AGREE TO THE TERMS ON PAGES 1 AND 2 . ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU AND US FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. TERMS AND CONDITIONS 1. COMMENCEMENT OF LEASE t that the Equipment includes intangible property or associated services such as periodic software licenses and prepaid database subscription righagree that we have no right, title or interest in the Software and you will comply throughout the Term of this Lease with any license and/or other agrento any Software License with the Software Supplier no later than the Commencement Date of this Lease. You agree to inspect the Equipment upon delivery and verify by telephone or in writing such information as we may require. If you signed a purchase order or similar agreement for the purchase of the Equipment, by signing this Lease you assign to us all of your rights, but none of your obligations under it. All attachments, accessories, replacements, replacement parts, substitutions, additions and repairs to the Equipment shall form part of the Equipment under this Lease. 2. LEASE PAYMENTS. You agree to remit to us the Lease Payment and all other sums when due and payable each Billing Period at the address we provide to you from time to time. You agree that you will remit payments to us in the form of company checks (or personal checks in the case of sole proprietorships), direct debit or wires only. You also agree cash and cash equivalents are not acceptable forms of payment for this Lease and that you will not remit such forms of payment to us. Payment in any other form may delay processing or be returned to you. Furthermore, only you or your authorized agent as approved by us will remit payments to us. Lease Payments will include any freight, delivery, installation and other expenses we finance on your behalf at your request. Lease Payments are due whether or not you receive an invoice. You authorize us to adjust the Lease Payments by not more than 15% to reflect any reconfiguration of the Equipment or adjustments to reflect applicable sales taxes or the cost of the Equipment by the manufacturer and/or Supplier. NON-APPROPRIATION OF FUNDS. You intend to remit to us all Lease Payments and other payments for the full Term if funds are legally available. In the event you are not granted an appropriation of funds at any time during the Term for the Equipment or for equipment which is functionally similar to the Equipment and operating funds are not otherwise available to you to pay Lease Payments and other payments due and to become due under this Lease, and there is no other legal procedure or available funds by or with which payment can be made to us, and the non-appropriation did not result from an act or omission by you, you shall have the right to return the Equipment in accordance with Section 11 of this Lease and terminate this Lease on the last day of the fiscal period for which appropriations were received without penalty or expense to you, except as to the portion of the Lease Payments for which funds shall have been appropriated and budgeted. At least thirty (30) days prior to the end of your fiscal period, your chief executive officer (or legal counsel) shall certify in writing that: (a) funds have not been appropriated for the fiscal period; (b) such non-appropriation did not result from any act or failure to act by you; and (c) you have exhausted all funds legally available to pay Lease Payments. If you terminate this Lease because of a non-appropriation of funds, you may not purchase, lease or rent, during the subsequent fiscal period, equipment performing the same functions as, or functions taking the place of, those performed by the Equipment provided, however, that these restrictions shall not be applicable if or to the extent that the application of these restrictions would affect the validity of this Lease. This Section 2 shall not permit you to terminate this Lease in order to acquire any other Equipment or to allocate funds directly or indirectly to perform essentially the application for which the Equipment is intended. 3. LEASE CHARGES. You agree to: (a) pay all costs and expenses associated with the use, maintenance, servicing, repair or replacement of the Equipment; (b) pay all fees, assessments, taxes and charges governmentally imposed upon Lessor's purchase, ownership, possession, leasing, renting, operation, control or use of the Equipment and pay all premiums and other costs of insuring the Equipment; (c) reimburse us for all costs and expenses incurred in enforcing this Lease; and (d) pa se as the owner of the Equipment, we may be required to pay personal property taxes, and you agree, at our discretion, to either: (1) reimburse us for all personal property and other similar taxes and governmental charges associated with the ownership, possession or use of the Equipment when billed by the jurisdictions; or (2) remit to us each Billing Period our estimate of the pro-rated equivalent of such taxes and governmental charges. In the event that the Billing Period Continued on Page 2 Toshiba Financial Services (Lessee Full Legal Name) By: X By: X Name: Name: Title: Title: Date: Date: Federal Tax ID: see schedule A        1,733.00 36  0 City of Moorpark Toshiba Business Solutions 25530 Commercentre Dr Lake Forest, CA 92630 875 Page 2 of 2 TFS SLG 200(c) FMV mtm 08/12 sums includes a separately stated estimate of personal property and other similar taxes, you acknowledge and agree that such amount represents our estimate of such taxes that will be payable wi th respect to the Equipment during the Term. As compensation for our internal and external costs in the administration of taxes related to each unit of Equipment, you agree to pay us a "Tax Administrative Fee" equal to $12 per unit of Equipment per year during the Term, not to exceed the maximum permitted by applicable law. The Tax Administrative Fee, at our sole discretion, may be increased by an amount not exceeding 10% thereof for each subsequent year of the Term to reflect our increased cost of administration and we will notify you of any such increase by indicating such increased amount in the relevant invoice or in such other manner as we may deem appropriate. We may take on your behalf any action required under this Lease which you fail to take, and upon receipt of our invoice you will promptly pay our costs (including insurance premiums and other payments to affiliates), plus reasonable processing fees. Restrictive endorsements on checks you send to us will not reduce your obligations to us. We may charge you a return check or non-sufficient funds charge of $25 for any check which is returned by the bank for any reason (not to exceed the maximum amount permitted by law). 4. LATE CHARGES. For any payment which is not received within three (3) days of its due date, you agree to pay a late charge not to exceed the higher of 10% of the amount due or $35 (not to exceed the maximum amount permitted by law) as reasonable collection costs. 5. OWNERSHIP, USE, MAINTENANCE AND REPAIR. We own the Equipment and you have the right to use the Equipment under the terms of this Lease. If this Lease is deemed to be a secured transaction, you grant us a first priority security interest in the Equipment to secure all of your obligations under this Lease. We hereby assign to you all our rights under any manufacturer and/or supplier warranties, so long as you are not in default hereunder. You must keep the Equipment free of liens. You may not remove the Equipment from the address indicated on page 1 of this Lease without first obtaining our approval. You agree to: (a) keep the Equipment in your exclusive control and possession; (b) use the Equipment service maintenance contract; and (d) give us reasonable access to inspect the Equipment and its maintenance and other records. 6. INDEMNITY g, without limitation, those incurred in connection with responding to including its use, condition or possession. You agree to defend and indemnify us against all Claims, although we reserve the right to control the defense and to select or approve defense counsel. This indemnity continues beyond the termination of this Lease for acts or omissions which occurred during the Term of this Lease. You also agree that this Lease has been entered into on the assumption that we are the owner of the Equipment for U.S. federal income tax purposes and will be entitled to certain U.S. federal income tax benefits available to the owner of the Equipment. You agree to indemnify us for the loss of any U.S. federal income tax benefits resulting from the failure of any assumptions in this Lease to be correct or caused by your acts or omissions inconsistent with such assumption or this Lease. In the event of any such loss, we may increase the Lease Payments and other amounts due to offset any such adverse effect. 7. LOSS OR DAMAGE. If any item of 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 of: (i) all past due and current Lease Payments and Lease Charges; (ii) the present value of all remaining Lease Payments and Lease Charges for the effected item(s) of Equipment, discounted at the rate of 6% per annum (or the lowest rate permitted by law, whichever is higher); and (iii) the Fair Market Value of the effected item(s) of Equipment. We will then transfer to you all our right, title and interest in the effected item(s) of Equipment AS-IS AND WHERE-IS, WITHOUT ANY WARRANTY AS TO CONDITION, TITLE OR VALUE. Insurance proceeds shall be applied toward repair, replacement or payment market value at the end of the Term, assuming good order and condition (except for ordinary wear and tear from normal use), as estimated by us. No such loss or damage shall relieve you of your payment obligations hereunder. 8. INSURANCE. You agree, at your cost, to: (a) keep the Equipment insured against all risks of physical loss or damage for its full replacement value, naming us as loss payee; and (b) maintain public liability insurance, covering personal injury and Equipment damage for not less than $300,000 per occurrence, naming us as additional insured. The policy must be issued by an insurance carrier acceptable to us, must -renewal or amendment, and must provide deductible amounts acceptable to us. If you do not provide acceptable insurance, 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 any renewals. Any insurance we obtain will not insure you against third party or liability claims and may be cancelled at any time. In the event that we elect to obtain such insurance, you will be required to pay us an additional amount each Billing Period for the cost of such insurance and an administrative fee, the cost of which insurance and administrative fee may be more than the cost to obtain your own insurance and on which we may make a profit. 9. DEFAULT. You will be in default under this Lease if: (a) you fail to remit to us any payment within ten (10) days of the due date or breach any other obligation under this Lease; (b) a petition is filed by or against you or any guarantor under any bankruptcy or insolvency law; (c) any representation made by you is false or misleading in any material respect; (d) you 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; or (e) you default under any other agreement with us or our assignees. 10. REMEDIES. If you default, we may do one or more of the following: (a) recover from you, AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY, the sum of: (i) all past due and current Lease Payments and Lease Charges; (ii) the present value of all remaining Lease Payments and Lease Charges, discounted at the rate of 6% per annum (or the lowest rate permitted by law, whichever is higher); and (iii) the Fair Market Value of the Equipment; (b) declare any other agreements between us in default; (c) require you to return all of the Equipment in the manner outlined in Section 11, or take possession of the Equipment , in which case we shall not be held responsible for any losses directly or indirectly arising out of, or by reason of the presence and/or use of any and all proprietary information residing on or within the Equipment , and to lease or sell the Equipment or any portion thereof, and to apply the proceeds, less reasonable selling and administrative expenses, to the amounts due hereunder; (d) charge you interest on all amounts due us from the due date until paid at the rate of 1-1/2% per month, but in no event more than the lawful maximum rate; and (e) charge you for expenses incurred in connection with court costs. These remedies are cumulative, are in addition to any other remedies provided for by law, and may be exercised concurrently or separately. Any failure or delay by us to exercise any right shall not operate as a waiver of any other right or future right. 11. END OF TERM OPTIONS; RETURN OF EQUIPMENT. At the end of the Term and upon 30 days prior written notice to us, you shall either: (a) return all, but not less than all, of the Equipment; or (b) purchase all, but not less than all, of the Equipment AS-IS AND WHERE-IS, WITHOUT ANY WARRANTY AS TO CONDITION, TITLE OR VALUE, for the Fair Market Value, plus applicable sales and other taxes. If you do not provide us with such written notice and either return all of the Equipment or purchase all of the Equipment at the end of the Term, then this Lease will automatically renew on a month-to-month basis and all of the provisions of this Lease shall continue to apply, including, without limitation, your obligations to remit Lease Payments, Lease Charges and other charges, until all of the Equipment is either returned to us (either because we demand return of the Equipment or you decide to return the Equipment) or purchased by you for the applicable Fair Market Value, plus applicable sales and other taxes, in accordance with the terms hereof. If you are in default (or a non-appropriation of funds occurs), or you do not purchase the Equipment at the end of the Term (or the Renewal Term), you shall: (1) return all of the Equipment, freight and insurance prepaid at your cost and risk, to wherever we indicate in the continental United States, with all manuals and logs, in good order and condition (except for ordinary wear and tear ives or magnetic media prior to returning the Equipment (and you are solely responsible for selecting an appropriate removal standard that meets your business needs and complies with applicable laws). You will pay us for any loss in value resulting from the failure to maintain the Equipment in accordance with this Lease or for damages incurred in shipping and handling. 12. ASSIGNMENT. You may not assign or dispose of any rights or obligations under this Lease or sublease the Equipment without our prior written consent. We may, without notifying you: (a) assign all or any portion of this Lease or our interest in the Equipment; and (b) release information we have about you and this Lease to the manufacturer, Supplier or any prospective investor, participant or purchaser of this Lease. If we do make an assignment under subsection 12(a) above, our assignee will have all of our rights under this Lease, but none of our obligations. You agree not to assert against our assignee claims, offsets or defenses you may have against us. 13. MISCELLANEOUS. Notices must be in writing and will be deemed given five (5) days after mailing to your (or our) business address. You represent that: (a) you are the entity indicated in this Lease; (b) any thorized by you in accordance with all applicable laws, rules, ordinances and regulations; (c) the Documents are valid, legal, binding agreements, enforceable with their terms and the person(s) signing the Documents have the authority to do so, are acting with the full authorization of your governing body, and hold the offices indicated below their signatures; (d) the Equipment is essential to the immediate performance of a governmental or proprietary function by you within the scope of your authority and shall be used during the Term only by you to perform such function; (e) you intend to use the Equipment for the entire Term and shall take all necessary action to include in your annual budget any funds required to fulfill your obligations each fiscal period during the Term; (f) you have 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; (g) your obligations to remit Lease Payments constitutes a current expense and not a debt under applicable state law; (h) this Lease is binding on you and your successors and assigns; and (i) all financial information you have provided is true and a reasonable representation of your financial condition. This Lease: (i) constitutes the entire agreement of the parties with respect to the subject matter thereof; (ii) supersedes all other writings, communications, understandings, agreements, purchase orders, solicitation documents (including, without limitation, any request for proposal and Understandings; and (iii) may be amended or modified only by written documents duly authorized, executed and delivered by the parties. This Lease is binding on you and your successors and assigns. You authorize us, our agent, or our assignee to: (a) obtain credit reports and make credit inquiries; (b) furnish your information, including credit application, payment history and account information, to credit reporting agencies and our assignees, potential purchasers or investors and parties having an economic interest in this Lease or the Equipment, including, without limitation, the seller, Supplier or any manufacturer of the Equipment; and (c) you irrevocably grant us the power to prepare, sign on your behalf (if applicable), and file, electronically or otherwise Uniform Commeramendments thereto or continuation thereof relating to the Equipment, and containing any other information required by the applicable UCC. Any claim you have against us must be made within two (2) years after the event which caused it. If a court finds any provision of this Lease to be unenforceable, all other terms shall remain in effect and enforceable. You authorize us to insert or correct missing information on this Lease, including your proper legal name, serial numbers and any other information describing the Equipment. If you so request, and we permit the early termination of this Lease, you agree to pay a fee for such privilege. YOU WAIVE ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC. YOU FURTHER HEREBY ACKNOWLEDGE AND AGREE THAT WE AND/OR SUPPLIER MAY MAKE A PROFIT ON ANY AND ALL FEES REFERENCED HEREIN AND, IN SO DOING WAIVE ANY AND ALL CLAIM WHICH YOU MAY HAVE FOR UNJUST ENRICHMENT. We may receive compensation from the manufacturer and/or Supplier of the Equipment in order to enable us to reduce the cost of this Lease below what we otherwise would charge. If we received such compensation, the reduction in the cost of this Lease is reflected in the Lease Payment. 14. ELECTRONIC TRANSMISSION OF DOCUMENTATION. This Lease may be executed in counterparts. The executed counterpart which has our original signature and/or is in our possession shall constitute chattel paper as that term is defined in the UCC and shall constitute the original agreement for all purposes, including, without limitation: (i) any hearing, trial or proceeding with respect to this Lease; and (ii) any determination as to which version of this Lease constitutes the single true original item of chattel paper under the UCC. If you sign and transmit this Lease to us by facsimile or other electronic transmission, the transmitted copy shall be binding upon the parties. You agree that the facsimile or other similar electronic transmission of this Lease manually signed by us, when attached to the facsimile or other electronic copy signed by you, shall constitute the original agreement for all purposes. The parties further agree that, for purposes of executing this Lease, and subject to our prior approval and at our sole discretion: (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 signature; and (d) at our request, you, who executed this Lease and transmitted its signature by facsimile or other electronic transmission shall provide the counterpart of this Lease containing your original manual signature to us. No party may raise as a defense to the enforcement of this Lease that a facsimile or other electronic transmission was used to transmit any signature of a party to this Lease. 876 dated St: Zip: MAKE/MODEL/ACCESSORIES 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. Print Name:Signature:X Title:Date: This Schedule "A" is hereby verified as correct by the undersigned, who acknowledges receipt of a copy. CUSTOMER ACCEPTANCE You hereby acknowledge and agree that your electronic signature below shall constitute an enforceable and original signature for all purposes. Toshiba eStudio 4508A, MR4000, MJ1042, KD1059LT Toshiba eStudio 6506ACT, MJ1111 Toshiba eStudio 6506ACT, MJ1111 Toshiba eStudio 6506ACT, MJ1111 Toshiba eStudio 6506ACT, MJ1111 Toshiba eStudio 6506ACT, MJ1111 Toshiba eStudio 6506ACT, MJ1111 Phone Number:805.517-6231 Fax Number: ITEM DESCRIPTION SERIAL NUMBER STARTING METER City:Moorpark CA 93021 Contact Name: Legal Company Name:City of Moorpark Department Name: Street Address / P.O. Box:799 Moorpark Ave Bldg / Room / Suite: This Schedule "A" is to be attached to and become part of the item description for the agreement by and between the undersigned and TOSHIBA FINANCIAL SERVICES. CUSTOMER INSTALLATION LOCATION (Separate lease schedules must be completed for each equipment location) SCHEDULE "A" FINANCIAL SERVICES APPLICATION NUMBER AGREEMENT NUMBER TFS SCHEDULE "A" - 060110877 Billing Address:Ext.Fax #: Address 2: State:CA Zip: Yes 36 AIMS MAINTENANCE CONTRACT MA-1.0.0 SALES PACKET NUMBER DATE Customer Name:City of Moorpark Bill to Number: 799 Moorpark Ave Phone #:805.517-6231 6/30/2018Sales Representative:JEFF MORROW Customer agrees to purchase and Toshiba Business Solutions agrees to provide parts, labor, ink, toner,and toner collection containers (the “Maintenance Services”) for the equipment listed below in accordance with the terms and conditions of this contract. The Maintenance Services exclude paper, staples and all other parts and services listed under the Exclusion section on page two of the contract. A Connectivity & Security Options Agreement must be attached and executed for Network Integration Support. CUSTOMER INFORMATION INVOICE / METER COLLECTION INFORMATION Meter Collection:CloudConnect Electronic Invoicing:Invoice Location:Customer Address Term:Months Contact:Atanas Beltchev Customer PO #:- City:Moorpark 93021 email:abeltchev@MoorparkCA.gov SEE ATTACHED MAINTENANCE CONTRACT SCHEDULE FOR DEVICE DETAILS TRANSACTION TERMS (Consolidated Minimums Per Pool) Pool Description Type Includes Units Minimum Payment Payment Frequency Excess Per Unit Charge Excess Billing Frequency 0.0048 Monthly Color Prints Monthly 0.0365 Monthly 6506ACT Black Prints Monthly 4508A Black Prints Monthly 0.0048 Monthly Title:Date: Total Minimum Payment Customer is declining maintenance on the equipment listed above. Printed Name:Signature: -$ DECLINATION SPECIAL INSTRUCTIONS Printed Name:Printed Name:Jeff Morrow Signature: ACCEPTANCE THE TERMS AND CONDITIONS HEREOF ARE PART OF THIS SERVICE AGREEMENT.BY SIGNING THIS CONTRACT, THE CUSTOMER ACKNOWLEDGES THAT THEY HAVE READ AND UNDERSTAND THESE TERMS. Customer agrees to pay the Minimum Payment per transaction terms, plus any Excess Per Unit Charges for the term of this Contract. When this Contract is signed by Customer and TBS,it shall constitute a binding contract and is non-cancelable. This Contract will begin on the date signed by TBS below. You hereby acknowledge and agree that your electronic signature below shall constitute an enforceable and original signature for all purposes. Signature: Customer:City of Moorpark Toshiba Business Solutions Effective Date:6/30/2018Title:Date:Title:SAE 1 of 2 AIMS 8-17-17878 TERMS AND CONDITIONS(CONTINUED) 1 ACCEPTANCE This Contract shall not be effective unless signed by the authorized TBS representative(Effective Date)within 30 days from the Customer's signing of this Contract 2 Term This Contract will remain in force for months from the Effective Date(Renewal Date)and will then be automatically renewed for annual period(s)unless either party provides notice of termination not less than thirty(30)days prior to the Renewal Date For each piece of equipment under this Contract there will be a Start Date&Start Meter Service for each piece of equipment will be provided from the Start Date&Start Meter until this Contract is terminated or the equipment is withdrawn from the sennce Customer may withdraw individual equipment by providing thirty(30)day written notice prior to the Renewal Date Customer is responsible for all remaining Minimum Payments if Customer is in default or if equipment is withdrawn prior to Renewal Date 3 SERVICE AVAILABILITY TBS will provide service during TBS's normal service hours while the equipment is located within TBS's designated service area Service outside TBS's designated area if available and accepted by TBS is subject to a Trip Charge which shall be based on reasonable travel expense for TBSs personnel It is the responsibility of the Customer to notify TBS prior to relocating equipment The service to keep the equipment in or restore the equipment to good working order includes Emergency Service Calls and Periodic Maintenance(PM s) PM s may be performed during the course of an Emergency Service Call and are based upon the specific needs of the individual equipment as determined by TBS Maintenance will include lubrication adjustments and replacement of maintenance parts deemed necessary by TBS Maintenance parts will normally be either new or equivalent to new in performance when installed in the equipment Maintenance parts will be furnished on an exchange basis and the replaced parts become the property of TBS Service provided under this Contract does not assure the uninterrupted operation of the equipment lithe Customer requests service to be performed at a time outside TBS's normal service hours there will be no additional charge for maintenance parts,however the service ii available will be furnished at TBS's applicable hourly rates and terms then in effect Nothing herein shall be construed to require TBS to provide service outside its normal service hours and TBS hereby reserves the right to accept or reject such requests In the event there is a substantial increase in the cost of fuel Customer agrees to pay a fuel surcharge Substantial"shall be defined as a 10%or more change over a six month period in the average national fuel cost as reported by the United States Energy Information Administration The benchmark will be the national average fuel cost as reported by the United States Energy Information Administration on the Effective Date of this Agreement 4 NETWORK INTEGRATION SUPPORT Support of print controllers and print/scan enablers that permit the integration of the device onto a Customers network is covered under the terms of a properly executed Connectivity&Security Options Agreement The Connectivity&Security Options Agreement is an amendment to this contract and must be attached and/or on file for this optional service support 5 INVOICING LATE CHARGES The first Minimum Payment is due upon receipt of an invoice Thereafter Minimum Payments will be due on the same date each month during the Term of this Contract whether or not Customer receives an invoice Customer's obligation to pay the Minimum Payment is unconditional and is not subject to any reduction set-off defense or counterclaim for any reason whatsoever Excess Click Charge if applicable will be invoiced based on the billing period selected on the face of this contract If any part of a payment is not made by the Customer when due,Customer agrees to pay TBS a Late Charge of the higher of$25 or two percent(2%)of each such late payment but not more than permitted by law Customer agrees to pay TBS the Late Charge not later than one(1)month following the date of the original Minimum Payment 6 USAGE In return for the Minimum Payment Customer is entitled to use the Minimum Number of Units each billing period If Customer uses more than the Minimum Number of Units in any billing period,Customer will pay an additional amount equal to the number of metered Units exceeding the agreed Minimum Included Units times the Excess Charge as shown on the face of this Contract Customer acknowledges that in no event shall the Customer be entitled to any refund or rebate of the Minimum Payment if metered units result in less than the Minimum Number of Units in any billing period Your Toshiba system will come with two way communication enabled TBS will provide updates system back ups and meter collection automatically Please advise if you do not wish to have this feature enabled TBS may estimate the number of units used if requested Meter Readings are not received before a new billing period begins TBS will adjust the estimated charge for Excess Units upon receipt of actual Meter Readings Notwithstanding any adjustment the Customer will never pay less than the Minimum Payment Customer will provide meter readings via an automated website 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 .; -viii rur-." r:.-: i'•--y ur: .'^i i... ^i ,! r•' _. _ ,r• _ 7 CONSUMABtE SUPPLIES TBS agrees to furnish consumable supplies(ink toner and toner collection containers)for the Term of the Contract,except as excluded in section 12 below Customer is responsible or ordering supplies to assure ample time for delivery TBS may charge you a supply freight fee to cover our cost of shipping supplies to you TBS will determine the number of supplies to be shipped based on the Minimum Number of Units and Excess Units metered If TBS determines that the Customer has used more than fifteen percent(15%)supplies than normal for the number of metered units,based on melds published by the manufacturer Customer agrees to pay TBS's customary charges for all excess supplies Current pricing per unit is based on TBS preferred vendor toner If OEM is requested,current pricing per unit is subject to change All supplies delivered as part of this Contract remain the properly of TBS until and unless they are consumed by the equipment in the performance of this Contract Any supplies not consumed as specified and not surrendered to TBS upon expiration or termination of this Contract will be invoiced to the Customer at TBS's then current prices Customer agrees to provide insurance coverage for supplies in case of loss under any circumstances Notwithstanding the foregoing,the risk of loss of the consumable supplies shall be It ansferred from TBS to Customer if such consumable supplies are stored at Customers facility 8 TAXES In addition to the charges due under this Contract the Customer agrees to pay amounts equal to any taxes resulting from this Contract,or any activities hereunder exclusive of taxes based upon net income 9 INSTALLATION AND ACCESS TO EQUIPMENT Customer agrees to provide adequate space,environment and appropriate electrical requirements including if required a dedicated 120 volt or220 volt electrical line as published in the Operator and Service Manuals for the operation and maintenance of the equipment If TBS has installed a power filter/surge protector on the equipment it must at all times remain continuously installed If it is removed Customer agrees to purchase a replacement from TBS immediately TBS shall have full and free access to the equipment to provide servicethereon If persons other than TBS representatives install conversions feature additions accessories or perform service on equipment and as a result further repair by TBS is required such repairs shall be made at TBSs applicable Time and Material rates and terms then in effect If such additional repair is required,TBS may immediately withdraw the equipment from this Contract 10 KEY OPERATOR END USER TRAINING Customer agrees to designate a Key Operator for training on the use,applications and features of the equipment The Key Operator will be responsiblefor normal Key Operator activities as detailed in the Operators Manual and for training additional end-users If the Key Operator assignment changes Customer agrees to designate a new Key Operator immediately TBS agrees to provide training for the designated Key Operator and to provide initial training for end-users on the use applications and features of the equipment Additional training requested by Customer after thirty(30)days from Installation will be at TBS normal hourly rates 11 MOVES/ADDS/CHANGES In order to guarantee on time toner arrival and quality service response time TBS must be notified in advance of any changes in the fleet Prior approval from TBS is required before adding new devices to the fleet for support Client agrees to be responsible for all costs associated with relocation If the Equipment is moved to a new location TBS shall have the right to charge a new rate for the new location and Client agrees to pay the difference between the old rate and the new rate 12 EXCLUSIONS Service under this Contract does not include !nl F niehinn none elnnlee solo nemenf nrinf hen Ae hM1e fee ihhnne meAin ne inAin mninlennn ne nn fh ermnl n info e n nn of the inllnu nn (b)Service of equipment if moved outside of TBS s designated service area (c)Repair of damage or increase in service time caused by accident misuse,negligence,abuse or disaster (d)Service of accessories,attachments or click control devices other than those of the same manufacturer as the equipment(e)Painting or refinishing of the equipment,(f)Making specification changes (g)overhaul when TBS determines an overhaul is necessary because normal repair and parts replacement cannot keep the equipment in satisfactory operating condition TBS will submit a cost estimate to Customer and TBS will not commence work until Customer has approved cost(h)Performing key operator functions as described in the operator manual (i)Moving equipment repair of damage or increase in service time caused by the use of the equipment for other than the ordinary use for which designed,(j)Repair of damage caused by electrical surges or lightning strikes,if equipment is connected to a TBS supplied power filter/surge protector repairs will be included,(k)Repair of damage or increase in service time caused by failure to continually provide a suitable installation environment as defined by the manufacturer with all the facilities prescribed by TBS including.but not limited to,adequate space,electrical power air conditioning or humidity control (I)Repair of equipment that has been designated as obsolete by the manufacturer and genuine OEM parts are no longer available(m)Repair of damage or increase of service time caused by Customer's use of media outside the specifications as described in the operator manual 13 CUSTOMER OWNED EQUIPMENT (a)TBS reserves the right to inspect the mechanical condition of all Customer Owned Equipment to be covered under this Agreement Customer will be notified of Equipment found to require immediate repairs Customer at its option may elect to have said Equipment repaired at the then current hourly service labor rate plus parts or elect to have the unit excluded from this Agreement (b)To qualify for coverage under this Agreement each piece of Customer Owned Equipment must have an initial consumable supply level of at least 25%(twenty five percent)of its capacity For any Equipment falling under that level Customer will be responsible for replacing and/or purchasing the initial consumables required to restore the device to the 25%level (c)Service of printers under this agreement will possibly include replacement parts that may have been used and/or reconditioned Parts that have been replaced will remain the property of TBS If Customer Owned Equipment becomes obsolete,or unserviceable,client is responsible'or replacing the device,and TBS will remove obsolete device from current agreement 14 INDEMNITY AND DISCLAIMER TBS shall not be responsible for any injuries damages,penalties claims or losses including legal expenses incurred by Customer or any other person caused by the installation selection ownership, possession maintenance condition or use of the Equipment Customer agrees to reimburse TBS for and to dei end TBS against any claims for such losses,damages penalties claims injuries or expenses This indemnity shall continue even after this Contract has expired IN NO EVENT W ILL TBS BE LIABLE FOR LOST PROFITS,CONSEQUENTIAL,EXPECTANCY OR INDIRECT DAMAGES EVEN IF TBS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXECPT AS OTHERWISE SET FORTH HEREIN,TBS DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES,INCLUDING BUT NOT LIMITED TO,THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,REPRESENTATION OR WARRANTY ARISING OUT OF USAGE AND TRADE,COURSE OR DEALING OR COURSE OR PERFORMANCE EXCEPT AS PROVIDED HEREIN,THE PARTS AND SERVICES ARE PROVIDED"AS IS" 15 GENERAL Subject to the terms of the following paragraph TBS may modify the terms and conditions of this Contract effective on the Renewal Date by providing the Customer with prior written notice Any such modification will apply unless the Customer withdraws the equipment affected by such modification from this Contract Otherwise this Contract can only be modified by a written agreement duly signed by persons authorized to sign contracts on behalf of the Customer and of TBS Variance from the terms and conditions of this Contract in any Customer order or other written modification will be of no effect The Customer represents that the Customer is the owner of the equipment under this Contract,or if not the owner is the lessee or renter of the equipment Customer will execute a maintenance agreement for the equipment with a Toshiba authorized dealer or Customer will waive certain rights under Toshiba s manufacturer's warranty This Contract is not assignable its right duties and obligations may not be assigned or transferred by the Customer without the prior written consent of TBS Any attempt to assign or transfer any of the rights,duties or obligations of this Contract without such consent is void TBSs service provided outside the scope of this Contract will be furnished at TBS s applicable time and material rates and terms then in effect TBS is not responsible for failure to render service due to causes beyond its control This Contract will be governed by the laws of the state where the Customer executed this Contract If either party fails to comply with the terms and conditions of this Contract,the non breaching party shall notify the breaching party in writing using certified mail to the address on the face of this Contract The breaching party shall have thirty(30)days to cure any breach of this Contract prior to the non breaching party takes the legal action No action regardless of form arising out of this Contract may be brought by either party more than one year after the cause of action has arisen or in the case of non payment more than two years from the date of the last payment 2of2 AIN/1$T 7-17