WELLS
FARGO
EQUIPMENT DESCRIPTION
Equipment MFG Model & Description
See Schedule A
El See attached schedule for addi i Tonal Equipment / Accessories Billing Address: 401 East Chapman Ave.. Placentia. CA 92870 Equipment Location:
SUPPLIER
Carillon Office Technologies & Services, Inc.
DBA Century Business Services
1675 Scenic Ave, Suite #250
Costa Mesa, CA 92626
Image Type
TOTAL IMAGE MANAGEMENT sM
TB
Agreement No. R12
Serial Number Accessories
TRANSACTION TERMS
Term: 63 months Minimum Monthly Payment: $ 4,798.50 (plus applicable taxes) Excess Per Image Billing Preference (monthly if not checked) 0 Monthly ® Quarterly ❑ Semi -Annually ElAnnually
Supplier Fuel/Freight Fee: $ 0.00 per month (Not to exceed $75.00 per month) The following additional payments are due on the date this Agreement is signed by you:
Advance Payment $ 0.00 (plus applicable taxes) Applied to: First fl Last Document Fee: $75.00 (included on first invoice)
Minimum Number of Images
B&W 19.829 $.007. 5.014
Color 21.016 $ 045 5 08
Excess Per Image Charge
YOU HAVE SELECTED THE EQUIPMENT. THE SUPPLIER AND ITS REThRESENTATIVES ARE NOT OUR AGENTS AND ARE NOT AUTHORIZED TO MODIFY THE TERMS OF THIS AGREEMENT. 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 AGREEMENT AND YOU ACKNOWLEDGE THAT WE ARE AN INDEPENDENT CONTRACTOR AND NOT A FIDUCIARY OF CUSTOMER rC11 WILL OBTAIN YOUR OWN LEGAL, TAX AND ACCOUNTING ADVICE RELATED TO THIS AGREEMENT AND WILL MAKE YOUR OWN DETERMINATION OF THE PROPER AGREEMENT TERM FOR ACCOUNTING PURPOSES. 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 AGREEMENT SHALL BE GOVERNED BY THE LAWS OF IOWA YOU CONSENT TO THE JURISDICTION AND VENUE OF FEDERAL AND STATE COURTS IN IOWA. TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVmES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THIS MEANS 10 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 AGREEMENT, YOU ACKNOWLEDGE RECEIPT OF PAGES 1 AND 2 OF THIS AGREEMENT AND AGREE TO THE TERMS OF 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 WRmNG, 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 this Agreement and acceptance of the Equipment shall occur upon delivery of the Equipment to you ("Commencement Date"). To the extent that the Equipment includes intangible property or associated services such as periodic software licenses and prepaid database subscription rights, such intangsle property shall be referred to as 'Software'. You understand and agree that we have no right title or interest in the Software and you will comply throughout the Tenn of this Agreement with any license and/or other agreement ("Software License') entered into with the suppler of the Software ("Software Supplier).
You are responsible for entering into any Software License with the Software Supplier no later than the Commencement Date of this Agreement You agree to inspect the Equipment upon delivery and verify by telephone or in writing such information as we may require. The Equipment is accepted by you under this Agreement unless you notify us within three (3) days of delivery that you do not accept the Equipment and specify the defect or malfunction. In that event we wil replace the defective item of Equipment or cancel this Agreement and you will assume all our rights under any purchase order or agreement entered into by us to buy the Equipment If you signed a purchase order or similar agreement for the purchase of the Equipment, by signing this Agreement 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 are Equipment shall form part of the Equipment under this Agreement. 2 IMAGE CHARGE%. Each month during the Term of this Agreement you agree to remit to us the Minimum Monthly Payment ("Minimum Payment") and all other sums when due and payable at the address we provide to you from time to time. In return for the Minimum Payment you are entitled to produce the Minimum Number of Images for each applicable Image Type each month. 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 fomes of payment for this Agreement and that you will not remit such forms of payment to us. Payment in any other form may delay processing or be retumed to you. Furthermore, only you or your authorized agent as approved by us will remit payments to us. Minimum Payments will include any freight delivery. installation and other expenses we finance on your behalf at your request You also agree to pay us the applicable Excess Per Image Charge (plus applicable taxes) for each metered image that exceeds the applicable Minimum Number of Images for each Image Type. You acknowledge that the Equipment includes a separate meter for each Image Type and that you understand the differences between the Image Types. We may estimate the number of images produced if you do not provide us with meter readings within seven (7) days of request We will adjust the estimated charge for excess images upon receipt of actual meter readings. Notwithstanding any adjustments, you will never pay us less than the Minimum Payment You agree that after the first twelve (12) months of the Term (or any extension or renewal) of this Agreement and at the end of each following twelve (12) month period thereafter. the Minimum Payments and Excess Per Image Charges may be increased by an amount equal to the lesser of: (a) up to 15% of the Minimum Payments and Excess Per Image Charges in effect at the end of the prior twelve (12) month period; or (b) the maximum percentage permitted by applicable law. At our option, you will: (a) provide us by telephone or facsimile the actual meter readings when requested by us; (b) provide us (or our agent) access to the Equipment to obtain meter readings; or (c) allow us (or our agent) to attach an automatic meter reading device to the Equipment. We may audit any automatic meter reading device periodically. Minimum Payments are due whether or not you receive an invoice. If you have a dispute with the Supplier regarding the Equipment or any service, repair or maintenance of the Equipment (including without limitation, any Equipment designated 'Service Only"). you shall continue to pay us all Minimum Payments and Excess Per Image Charges without deduction or withholding of any amounts You authorize us to adjust the Minimum Payments by not more than 15% to reflect any reconfiguration of Me Equipment or adjustments to reflect applicable sales taxes or the cost or the Equipment by the manufacturer and/or Supplier. You agree to pay us an interim rent payment from and including the Commencement Date through, Continued on Page 2
OWNER (`We", "Us")
Wells Fargo Vendor Financial Services, LLC
13y: X
Name:
Title.
Date:
CUSTOMER ("You")
The City of Placentia
(Customer Full Legal Name)
By X
Name:
Tilfe'
Federal Tax ID: 95-60000763
SCHEDULE "A"
Customer/Lessee ("You")
EQUIPMENT MODEL &
ATTACHMENTS
(3) Kyocera 4054ci / copy, prink scan
(3) Document feeder
(3) Stapler finisher
(3) Paper cassettes
(5) Kyocera 5054ci / copy, print, scan
(5) Document feeder
(4) Stapler finisher & hole punch
1' Booklet finisher & hole punch
(5) Paper cassettes
(6) Kyocera PA5000X
(8) Kyocera M6635cidn MFP
(2) Fax option for Kyocera M6635cidn
(26) Kyocera P6230cdn
Agreement No.
SERIAL # LOCATION ADDRESS
Customer/Lessee ("You"):
(Signature of Authorized Signer)
Print Name:
Print Title:
Date:
( Date of Signature)
+pecial Instructions:
ei;Century
Rr s -cess s4-�.A : F
TURNING WORK FLOW INTO CASH FLOW"
ILL TO
Company Name:
Street
City:
Contact:
Phone:
The City of Placentia
401 east Chapman Ave.
SHIP TO
Company Name: SAME
Street:
Placentia State: CA Zip: 92870 City:
Contact:
Phone:
(714)993-8135 Fax:
Dual Meter Maintenance Agreement
State:
Fax:
Zip:
Maintenance Contact
Phone Number
Attached Addendum
P.O. Number
No
COVERAGE TYPE
All Inclusive Maintenance "Includes all parts & labor, and consumable supplees, exck,des paper and staples.
COVERED EQUIPMENT PERIOD OF COVERAGE
FROM:
TO:
.lanufacturer Model
Black Monthly B;'W Base B.7.V CPC
Quantity Volume Inc. CPC Overage
Color 0-2°-;
Monthly Volume Color 0-2°-
CPC Overage
Color Over 2%
Monthly Volume Color Over 2%
/CPC Overage
Kyocera
Kyocera
4054ci
5054ci
3 5
Billing Cycle: Quarterly
10,770
Included
Included In
Contract
0.00700 13,157 / $.045 $0.04500
0.00700 !ncluded / $.045 $0.04500
4,182 / $.07 $0.07000
!ncluded / $.07 $007000
T
Century Business Services, inc
Customer Acceptance
CBS Representative:
CBS Authorized Signature:
CBS Acceptance Date:
kcepted By (Print)
.. thonzed Signature:
i•c.7eptance Date:
4 A Mason Irvine, CA 92618
Century
Business Services
TURNING WORK FLOW INTO CASH FLOW'
ILL TO
Company Name: The City of Placentia
Street 401 East Chapman Ave.
City:
Contact
'hone:
SHIP TO
Company Name: SAME
Street
Placentia State: CA Zip: 92870 City:
Contact
Phone:
(714)993-8135 Fax
Maintenance Agreement
State:
Fax:
Zip:
Maintenance Contact Phone Number Attached Addendum P.O. Number No
COVERAGE TYPE
All Inclusive Maintenance *Includes all parts & labor, and consumable supplies, excludes paper and staples.
COVERED EQU'°MENT PERIOD OF COVERAGE
FROM:
TO:
CPP CPP
Start Meter- Black Monthly Color Monthly Base CPC Black Color .ianufacturer Model Quantity BlackiColor Volume Inc. Volume Inc. Black`Coior Overage Overage Kyocera PA5000X
Kyocera M6635cidn
Kyocera P6230cdn
6 8
26 Billing Cycle: Quarterly
9,059 N/A
Included 3,677
Included Included
Included $0.014 N/A
In $0.014 $0.08
Contract $0.014 $0.08
pedal Instructions:
Century Business Services, Inc
Customer Acceptance
CBS Representative
CBS Authorized Signature:
CBS Acceptance Date:
Accepted Sy (Print):
Authorized Signature:
Acceptance Date:
4 A Mason Irvine, CA 92618
CENTURY BUSINESS SERVICES, INC (CBS)
EQUIPMENT SERVICE MAINTENANCE AGREEMENT TERMS (AGREEMENT) Initial Term: This Agreement shall be in effect for one (1) year or the term of the Print Management Program, whichever is applicable. If the Equipment is under a one (1) year Service Maintenance Agreement, it will automatically renew each year unless terminated in the manner set forth herein. Either party may terminate the Agreement by giving the other at least sixty (60) days written notice. Notice of termination by customer must be accompanied by payments due under the existing agreement. If a customer cancels an agreement during the initial year or during any subsequent renewal year (mid-term), the customer is responsible to pay CBS in full the remaining balance of that year's agreement at time of cancellation. The remaining balance will be determined by the per copy/print charge and the remaining unpaid months stated on the agreement. This is important because CBS provides preventative service (parts and labor) based on the annual minimum contracted volume.
Maintenance Services: All calls under this Agreement will be made on the customer's premises at the address shown on the customer's order and during regular business hours, 8:00 am to 5:00 pm, Monday through Friday (holidays excepted) and on equipment described on the reverse side. Service requested by the customer at the other than regular business hours will be billed at one and one half times our normal per call service charge. Service requested on Sundays or Holidays will be billed at twice our normal per call service rate.
Meter Readings: Customer agrees to allow CBS to install meter -reading software to obtain meter readings. If customer does not wish to install said software, the customer agrees to provide CBS true and accurate meter readings within one (1) week of CBS' request. If the customer is unable to provide the meters after CBS' request, CBS will dispatch a technician to collect the meters and CBS will bill you $95 per hour. For the purpose of this agreement, 11 X 17 size copies shall be considered two (2) standard size romps_
Exclusions: Services ri: i induded in this Agreement, will be charged in accordance with CBS's T&M rates then in effect. The following services are outside the scope of this Agreement, but are not limited to, the provision of following: (1) repairs performed by persons other than company representatives and as a result further repairs are needed, (2) the performance of normal operator functions, (3) repair damage from any cause other than ordinary use (4) increase in service time resulting from operator neglect or unique applications, (5) performance of services necessitated by accident, temperature, inadequate ventilation, power outage, (6) performance services necessitated by the introduction of a computer virus or other bug into the Equipment (7) problems relating to or caused by software which was not licensed by CBS.
Changes: CBS, shall have the right to change prices and terms and conditions for the services performed hereunder -effective one year after the commencement date, and at the end of every twelve (12) month period thereafter.
Toner Usage: At the end of this agreement CBS will assess all the toner that was provided to you. If the customer has used more than 125% of estimated usage base on manufacturer yield, the customer will be responsible for paying CBS for the excess usage at the current market price.
Relocation of Equipment: Customer will be liable for all costs associated with any Equipment relocation requested by the Customer. These costs will indude all applicable installation and removal charges, special rigging charges and any parts and Technical Representative labor connected that is accepted by CBS. CBS shall have the right to inspect the Equipment and charge separately for the cost of placing it in proper operating condition. CBS shall submit an estimate of the cost of such repairs for the Customers approval before the work is initiated.
Condition of Equipment: This agreement is entered into with the understanding that the Equipment will be in good operating condition on the commencement date. If the Equipment is not under warranty or under a CBS maintenance agreement at the time this agreement is accepted by CBS, CBS shall have the right to inspect the Equipment and charge separately for the cost of placing it in proper operating condition. CBS shall submit an estimate of the cost of such repairs for Customer approval before the work is initiated.
Confidentiality/Security: The Customer is responsible for the security of its proprietary and confidential information and for maintaining a procedure external to the Equipment to reconstruct lost or altered Customer files, data, or programs.
Network/Printing Support: CBS will service all hardware attached to the copier/printer and will oversee a successful installation to the Customers network, and up to 10 workstations. The Customer must provide a responsible person to input necessary entries or changes to their server or workstations. After the successful implementation of printing from the Customers network environment, CBS's responsibility ends. Any additional support required will be charged to the Customer at CBS's current hourly service rate in effect at the time of services rendered.
Liability: With respect to property damage or injury (including death) to persons arising out of, or connected with services performed under this agreement, is limited strictly to that imposed by law, and there is no contract that imposes any greater liability on CBS, Inc.
Services: The Customer understands and agrees that if CBS, Inc is called upon to perform service on the Equipment under contract and the agreement is discovered to have expired, either by meter reading or date, the Customer may either renew the agreement as of the expiration of the contract, or pay for the service rendered on a time and materials basis, based on current billable service rates.
Toner Shipments: CBS will bill the customer toner shipping -charges based on estimated toner usage.
General A. Free Access: CBS shall have free access to the Equipment to perform services thereon. B. Taxes. Customer agrees to pay all taxes including state and local sales and excise taxes however designated, levied or based on the service charges pursuant to this Agreement, and any taxes or amounts in lieu thereof paid or payable by CBS in respect of the foregoing. C. Equipment Operators. Customer shall provide Equipment Key Operators for each shift of operation. D. Assignment. Neither the benefits nor the obligations of this Agreement are assignable without the written consent of CBS, Inc. E. Telephone and Utility Charges. CBS shall not be responsible for any telephone and utility charges incurred by the Customer when using the Equipment, or by CBS personnel in the course of performing maintenance repair service. F. Entire Agreement. This Agreement shall become effective only after execution by Customer and CBS, Inc in the places provided. It is expressly understood that no other form of acceptance, verbal or written, will be valid or binding and that this Agreement shall constitute the entire Agreement between Customer and Century Business Services, Inc with respect to its subject matter irrespective of inconsistent or additional terms and conditions in Customer's purchase orders, in any other document submitted to CBS by Customer, or in representations made by CBS personnel. G. No Waiver. Customer acknowledges and agrees that any delay or failure to enforce its rights here under CBS, Inc does not constitute a waiver of such rights by CBS, Inc. or in any way prevent CBS, Inc. from enforcing such rights, or any other rights hereunder, at a later time. 4 A Mason Irvine, CA 92618