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® CITY COUNCIL
AGENDA ❑ COMMUNITY DEVELOPMENT COMMISSION
REPORT ❑ SUCCESSOR AGENCY
❑ BUENA SANITATION DISTRICT
❑ JOINT POWERS FINANCING AUTHORITY
Department: City Manager Item No: C4
Prepared by: Chris Mitchell, I.T. Manager Meeting Date: October 25, 2022 Approved by: Amanda Lee, Assistant City Manager Agenda Location: Consent Calendar SUBJECT: COPIER LEASE
RECOMMENDATION: Adopt City Council Resolution No. 2022- , approving the lease of 33 replacement copy machines.
CORRELATION TO CITY COUNCIL GOALS: Routine operational item not directly corresponding to a specific City Council goal.
PRIOR ACTION: On September 11, 2018, adopted City Council Resolution No. 2018-143, approving the lease of 9 replacement copy machines (Vote: 5-0).
On August 8, 2017, adopted City Council Resolution No. 2017-108, approving the lease of 24 replacement copy machines (Vote: 5-0).
STATEMENT ON THE SUBJECT: The Fiscal Year 2022/23 Operating Budget includes funds to lease 33 multi-function copy machines. These new copy machines will replace existing machines whose lease has expired and have reached the end of their useful life. The replacement copy machines will be located at the Civic Center, Public Works, Gloria McClellan Senior Center, Moonlight Amphitheatre, Wave Waterpark and all six fire stations. The machines are manufactured by Canon USA, and Canon Financial Services, Inc.
Vista Municipal Code Section 3.08.060 (C) allows for"piggy backing" of purchases with existing cooperative purchasing agreements established by other governmental agencies through a competitive bidding process. This equipment purchase utilizes the NASPO ValuePoint Master Agreement (#140595), a cooperative purchase agreement competitively bid by the California Department of General Services and awarded to Canon USA.
Staff recommends execution of a five-year lease with Canon Financial Services, Inc. to provide the Canon USA multi-function copy machines.
FISCAL IMPACT: The total cost of the purchase is $264,952.40 or $52,990.48 per year for five years.
Funds are budgeted in the Fiscal Year 2022/23 Information Technology Rents & Leases Account (No. 6040135.531800).
EXHIBITS:
1. City Council Resolution No. 2022- , approving the lease of 33 replacement copy machines
2. Canon Lease Agreement
3. NASPO ValuePoint Master Agreement (#140595)
ACTION: Approved above recommendation, adopted City Council Resolution No. 2022-152.
Vote: 5-0
Clerk/Secretary
10/25/2022 C4 Page 1 of 17
RESOLUTION NO. 2022-
A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF
VISTA, CALIFORNIA, APPROVING THE LEASE OF THIRTY-THREE COPY
MACHINES
The City Council the City of Vista does resolve as follows:
1. Findings. The City Council hereby finds and declares the following:
A. The City of Vista has thirty-three copy machines that have reached the end of their lease and need to be replaced.
B. Pursuant to Vista Municipal Code section 3.08.060.C, the City may contract for goods and services under a cooperative purchasing agreement without going out for a formal bid.
2. Action.
A. The lease of thirty-three replacement copy machines for five years at $52,990.48 per year or a total of$264,952.40 is approved utilizing the NASPO ValuePoint Master Agreement (#140595), a cooperative purchase agreement competitively bid by the California Department of General Services.
B. The City Manager is authorized to execute the lease on behalf of the City.
3. Adoption. PASSED AND ADOPTED at a meeting of the City Council held on October 25, 2022, by the following vote:
AYES:
NOES:
ABSTAIN:
JUDY RITTER, MAYOR
APPROVED AS TO FORM: ATTEST:
WALTER CHUNG, CITY ATTORNEY KATHY VALDEZ, CITY CLERK By: By:
APPROVED
Walter C.Chung
20221012172732
EXHIBIT 1
10/25/2022 C4 Page 2 of 17
Canon
CANON FINANCIAL SERVICES,INC. ("CFS") MUNICIPAL LEASE AGREEMENT Remittance address: 14904 Collections Center Drive Fair Market Value CFS'AGREEMENT Chicago,Illinois 60693 (800)220-0200 CFS-1043 01117 NUMBER CUSTOMER(FULL LEGAL NAME) IDEA PHONE The City Of Vista "Customer'
BILLING ADDRESS CITY COUNTY STATE ZIP
200 Civic Center Drive Vista Ca 92084
EQUIPMENT ADDRESS CITY COUNTY STATE ZIP EQUIPMENT INFORMATION NUMBER AND AMOUNT OF PAYMENTS Quantity Serial Number Make/Model/Description Number of Payments Total Payment* 16 imageRUNNER C5840 5 52,990.48 15 imageRUNNER C257
1 imageRUNNER C8785
1 Imageprograph Tx-4000 MFP z36
Plus Applicable Taxes
TERM PAYMENT FREQUENCY END OF TERM PURCHASE OPTION 60 ❑Monthly ❑Quarterly M Other: Annually Fair Market Value (in months)
THIS AGREEMENT IS NON-CANCELABLE BY CUSTOMER EXCEPT AS DESCRIBED IN THE FISCAL FUNDING PROVISION HEREIN. CUSTOMER REPRESENTS THAT
ALL ACTION REQUIRED TO AUTHORIZE THE EXECUTION OF THIS AGREEMENT ON BEHALF OF CUSTOMER BY THE FOLLOWING SIGNATORIES HAS BEEN TAKEN.THE UNDERSIGNED HAS READ,UNDERSTANDS AND HEREBY AGREES TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
ACCEPTED AUTHORIZED CUSTOMER SIGNATURE
CANON FINANCIAL SERVICES,INC. By:X Title: City Manager By: Printed Name: Patrick Johnson Email Address:
Title: By:X Title:
Date: Printed Name: Email Address:
To:Canon Financial Services,Inc. ("CFS") ACCEPTANCE CERTIFICATE Customer certifies that(a)the Equipment referred to in this Agreement has been received,(b)installation has been completed,(c)the Equipment has been examined by Customer and is in good operating order and condition and is,in all respects,satisfactory to Customer,and(d)the Equipment is irrevocably accepted by Customer for all purposes under this Agreement.Accordingly,Customer hereby authorizes billing under this Agreement.
Signature: Printed Name: Title(if any): Date:
TERMS AND CONDITIONS
1.AGREEMENT: CFS leases to Customer,a The City of Vista [state name or political subdivision or agency]of California [State name],with its chief executive office at 200 Civic Center Drive,Vista CA 92084 ,and Customer leases from CFS,with its place of business at 158 Gaither Drive,Suite 200,Mount Laurel,New Jersey 08054, all the equipment described above,together with all replacement parts and substitutions for and additions to such equipment("Equipment"),upon the terms and conditions set forth in this Municipal Lease Agreement("Agreement").
2.TERM OF AGREEMENT:This Agreement shall be effective on the date the Equipment is delivered to Customer("Commencement Date"),provided Customer executes CFS'form of acceptance("Acceptance Certificate")or otherwise accepts the Equipment as specified herein.The term of this Agreement begins on the date accepted by CFS or any later dale that CFS designates("Agreement Date"),and shall consist of the payment periods specified above and any renewal periods.After acceptance of the Equipment,Customer shall have no right to revoke such acceptance or cancel this Agreement during the term hereof,except as set forth herein.The term of this Agreement shall end,unless sooner terminated by CFS after an event of default or under the Fiscal Funding provision,when all amounts required to be paid by Customer under this Agreement have been paid as provided and either(a)Customer has purchased the Equipment in accordance with the terms hereof or(b)the Equipment has been returned at the end of the scheduled term or renewal term in accordance with the terms hereof.Except as provided herein,Customer has no right to return the Equipment to CFS.
3.PAYMENTS:Customer agrees to pay to CFS,as invoiced,during the term of this Agreement,(a)the payments specified under"Number and Amount of Payments"above,and(b)such other amounts permitted hereunder as invoiced by CFS("Payments").Such Payments are comprised of the principal and interest thereon.The amount of each Payment is based on the supplier's best estimate of the cost of the Equipment.Customer authorizes CFS to adjust the Payment herein by up to fifteen percent(15%)if the actual total cost of the Equipment,including any sales or use tax,is more or less than originally estimated.Customer's obligation to pay all amounts due under this Agreement and all other obligations hereunder shall be absolute and unconditional and is not subject to any abatements,set-off,defense or counterclaim for any reason whatsoever.
4.APPLICATION OF PAYMENTS:All Payments received by CFS from Customer under this Agreement will be applied to amounts due and payable hereunder chronologically,based on the date of the charge as shown on the invoice for each such amount,and among amounts having the same date in such order as CFS,in its discretion,may determine.
5.NO CFS WARRANTIES:CUSTOMER ACKNOWLEDGES THAT CFS IS NOT A MANUFACTURER,DEALER,OR SUPPLIER OF THE EQUIPMENT.CUSTOMER AGREES THAT THE EQUIPMENT IS LEASED"AS IS"AND IS OF A SIZE, DESIGN AND CAPACITY SELECTED BY CUSTOMER.CUSTOMER ACKNOWLEDGES THAT CFS HAS MADE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUITABILITY OR DURABILITY OF THE EQUIPMENT,THE
ABSENCE OF ANY CLAIM OF INFRINGEMENT OR THE LIKE,OR ANY OTHER REPRESENTATION OR WARRANTY,EXPRESS OR IMPLIED,WITH RESPECT TO THE EQUIPMENT INCLUDING,WITHOUT LIMITATION,THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.Any warranty with respect to the Equipment made by the manufacturer,dealer,or supplier is separate from,and is not a part of,this Agreement and shall be for the benefit of CFS,Customer and CFS'successors or assignees,if any.So long as Customer is not in breach or default of this Agreement,CFS assigns to Customer any warranties(including those agreed to between Customer and the manufacturer,dealer,or supplier)which CFS may have with respect to any item of Equipment;provided that the scope and limitations of any such warranty shall be solely as set out in any agreement between Customer and such manufacturer,dealer,or supplier or as otherwise specified in warranty materials from such manufacturer,dealer,or supplier and shall not include any implied warranties arising solely from CFS'acquisition of the Equipment.CUSTOMER ACKNOWLEDGES THAT NEITHER THE SUPPLIER NOR ANY DEALER IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OF THIS AGREEMENT OR ANY SCHEDULE,OR TO MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THIS AGREEMENT OR THE EQUIPMENT ON BEHALF OF CFS.
6.FISCAL FUNDING:Customer warrants that it has funds available to pay Payments payable pursuant to this Agreement until the end of its current appropriation period and warrants that it presently intends to make Payments in each appropriation period from now until the end of this Agreement.The officer of Customer responsible for preparation of Customers annual budget shall request from its legislative body or funding authority funds to be paid to CFS under this Agreement.If notwithstanding the making in good faith of such request in accordance with appropriate procedures and with the exercise of reasonable care and diligence,such legislative body or funding authority does not appropriate funds to be paid to CFS for the Equipment,Customer may,upon prior written notice to CFS,effective upon the exhaustion of the funding authorized for the then current appropriation period,retum the Equipment to CFS, at Customers expense and in accordance with this Agreement,and thereupon,Customer shall be released of its obligation to make Payments to CFS due thereafter,provided:(1)the Equipment is returned to CFS as provided for in the Agreement;(2)the above described notice states the failure of the legislative body or funding authority to appropriate the necessary funds as the reason for cancellation;and(3)such notice is accompanied by payment of all amounts then due to CFS under this Agreement.In the event Customer returns the Equipment pursuant to the terms of this Agreement,CFS shall retain all sums paid by Customer.Customers Payment obligations under this Agreement in any fiscal year shall constitute a current expense of Customer for such fiscal year,and shall not constitute indebtedness or a multiple fiscal year obligation of Customer under Customers state constitution,state law or home rule charter.Nothing in this Agreement shall constitute a pledge by Customer of any taxes or other monies,other than as appropriated for a specific fiscal year for this Agreement and the Equipment.
7.ACCEPTANCE;DELIVERY:Customers execution of the Acceptance Certificate,or other confirmation of Customer's acceptance of the Equipment,shall conclusively establish that the Equipment has been delivered to and accepted by Customer for all purposes of this Agreement and Customer may not for any reason revoke that acceptance;however,if Customer has not,within ten(10)days after delivery of such Equipment,delivered to CFS written notice of non-acceptance,specifying the reasons therefor and specifically referencing this Agreement,Customer shall be deemed to have irrevocably accepted such Equipment.CFS is the lessor and Customer is the lessee of the Equipment under this Agreement.As between CFS and Customer only,this Agreement shall supersede any Customer purchase order in its entirety,notwithstanding anything to the contrary contained in any such purchase order.
Customer agrees to waive any right of specific performance of this Agreement and shall hold CFS harmless from damages if for any reason the Equipment is not delivered as ordered,if the Equipment is unsatisfactory or if CFS does not execute this Agreement.Customer agrees that any delay in delivery of the Equipment shall not affect the validity of this Agreement.
8.LOCATION;LIENS;NAMES;OFFICES:Customer shall not move the Equipment from the location specified herein except with the prior written consent of CFS.Customer shall keep the Equipment free and clear of all claims and liens other than those in favor of CFS.Customers legal name(as set forth in its constituent documents fled with the appropriate governmental office or agency)is as set forth herein.The chief executive office address of Customer is as set forth herein.Customer shall provide CFS with written notice at least thirty(30)days prior to any change of its legal name or chief executive office address,and shall execute and deliver to CFS such documents as required or appropriate.
9.WARRANTY OF BUSINESS PURPOSE;USE;PERSONAL PROPERTY;FINANCING STATEMENTS:Customer represents and warrants that the Equipment will not be used for personal,family,or household purposes.
Customer shall comply with all laws and regulations relating to the use and maintenance of the Equipment.Customer shall put the Equipment only to the use contemplated by the manufacturer.The Equipment shall remain personal property regardless of whether it becomes affixed to real property or permanently rests upon any real property or any improvement to real property.Customer authorizes CFS(and any third party filing service designated by CFS)to execute and file(a)financing statements evidencing the interest of CFS in the Equipment(including forms containing a broader description of the Equipment than the description set forth herein),(b)continuation statements in respect thereof,and(c)amendments thereto,and Customer irrevocably waives any right to notice thereof.
10.INDEMNITY:Customer shall reimburse CFS for and defend CFS against any claim for losses or injury caused by the Equipment.This Section shall survive termination of this Agreement.
11.MAINTENANCE;ALTERATIONS:Customer shall keep and maintain the Equipment in good working order and shall,at Customer's expense,supply and install all replacement parts and accessories when required to maintain the Equipment in good working condition.Customer shall not,without the prior written consent of CFS,make any changes or substitutions to the Equipment.Any and all replacement parts,accessories,authorized changes to and/or substitutions(s for)`1`(Y/ tz512 yetrmpcyart of the Eq p� I�1I rho the terms of this Agreement. �^ � �� f �� CFS-1043 01117 I ll�L LV LL E T Z Page 1 `'F SEE REVERSE 0 0 1' 1Ms D CONDITIONS.
12.TAXES;OTHER FEES AND CHARGES:CUSTOMER SHALL PAY AND DISCHARGE WHEN DUE ALL this Agreement automatically renews or Customer purchases the Equipment as provided herein,Customer shall, LICENSE AND REGISTRATION FEES,ASSESSMENTS,SALES,USE,PROPERTY AND OTHER TAXES,AND OTHER at the termination of this Agreement,or upon termination of the lease of any item of Equipment as described in EXPENSES AND CHARGES,together with any applicable penalties,interest,and administrative fees now or at the Fiscal Funding provision hereof,return the Equipment at its sole cost and expense in good operating any time imposed upon any Equipment,the Payments,or Customer's performance or non-performance of its condition,ordinary wear and tear resulting from proper use excepted,to a location specified by CFS.CFS may obligations hereunder,whether payable by or assessed to CFS or Customer. If Customer fails to pay any such charge Customer a return fee equal to the greater of one Payment or$250 for the processing of returned Equipment.If fees,assessments,taxes,expenses or charges as required hereunder,CFS shall have the right but not the for any reason Customer shall fail to return the Equipment to CFS as provided herein,Customer shall pay to CFS obligation to pay those fees,assessments,taxes,expenses and charges,and Customer shall promptly upon demand one billing period's Payment for each billing period or portion thereof that such return is delayed. reimburse CFS,upon demand,for all such payments made plus administrative fees and costs,if any.Customer Customer shall reimburse CFS for any costs incurred by CFS to place the Equipment in good operating acknowledges that,where required by law,CFS will file any notices and pay personal property taxes levied on condition. the Equipment.Customer shall reimburse CFS for the expense of such personal property taxes as invoiced by 20. PURCHASE OPTION: (A)END OF TERM PURCHASE OPTION.To exercise this option,Customer shall CFS and pay CFS a processing fee not to exceed$50 per year per item of Equipment that is subject to such tax. give CFS sixty(60)days'prior irrevocable written notice that it will purchase all the Equipment at the end of the Customer agrees that CFS has not,and will not,render tax advice to Customer,and that payment of such taxes initial term or any renewal term for the Purchase Option price indicated on the face of this Agreement plus any is an administrative act.ON THE DATE OF THE FIRST SCHEDULED PAYMENT AND THE DATE OF THE FIRST applicable taxes,expenses,charges and fees. (B) PRIOR TO MATURITY PURCHASE. Customer may,at any SCHEDULED PAYMENT AFTER THE ADDITION OF ANY EQUIPMENT,CUSTOMER SHALL PAY TO CFS A time,upon sixty(60)days'prior irrevocable written notice purchase all(but not less than all)the Equipment at a DOCUMENTATION FEE,IN THE AMOUNT OF$85,TO REIMBURSE CFS FOR ITS ADMINISTRATIVE AND price equal to the sum of all remaining Payments,plus the Fair Market Value,plus any applicable taxes, RECORDING COSTS. expenses,charges and fees.For purposes of this Agreement,"Fair Market Value"shall be CFS'retail price at
13.INSURANCE:Customer,at its sole cost and expense,shall,during the term hereof including all renewals the time Customer notifies CFS of its intent to purchase the Equipment. Upon proper notice and payment by and extensions,obtain,maintain and pay for(a)insurance against the loss,theft,or damage to the Equipment Customer of the amounts specified above,CFS shall transfer the Equipment to Customer"AS-IS WHERE-IS" for the full replacement value thereof,and(b)comprehensive public liability and property damage insurance.All without any representation or warranty whatsoever,except for title,and this Agreement shall terminate. such insurance shall provide for a deductible not exceeding$5,000 and be in form and amount,and with 21.DATA:Customer acknowledges that the hard drive(s)on the Equipment,including attached devices,may companies satisfactory to CFS.Each insurer providing such insurance shall name CFS as additional insured and retain images,content or other data that Customer may store for purposes of normal operation of the Equipment loss payee and provide CFS thirty(30)days'written notice before the policy in question shall be materially ("Data").Customer acknowledges that CFS is not storing Data on behalf of Customer and that exposure or altered or canceled.Customer shall pay the premiums for such insurance,shall be responsible for all deductible access to the Data by CFS,if any,is purely incidental to the services performed by CFS.Neither CFS nor any of portions thereof,and shall deliver certificates or other evidence of insurance to CFS.The proceeds of such its affiliates have an obligation to erase or overwrite Data upon Customer's return of the Equipment to CFS. insurance,at the option of CFS,shall be applied to(a)replace or repair the Equipment,or(b)pay CFS the Customer is solely responsible for:(A)its compliance with applicable law and legal requirements pertaining to "Remaining Lease Balance,"which shall be the sum of:(i)all amounts then owed by Customer to CFS under this data privacy,storage,security,retention and protection;and(B)all decisions related to erasing or overwriting Agreement;plus(ii)the present value of all remaining Payments for the full term of this Agreement;plus(III)the Data.Without limiting the foregoing,if applicable,Customer should,(i)enable the Hard Disk Drive(HDD)data Fair Market Value of the Equipment(as defined herein);plus(iv)any applicable taxes,expenses,charges and erase functionality that is a standard feature on certain Equipment and/or(ii)prior to return or other disposition of fees.For purposes of determining present value under this Agreement,Payments shall be discounted at three the Equipment,utilize the HDD(or comparable)formatting function(which may be referred to as"Initialized All percent(3%)per year.Customer hereby appoints CFS as Customer's attorney-in-fact solely to make claim for, Data/Settings"function)if found on the Equipment to perform a one pass overwrite of Data or,if Customer has receive payment of,and execute and endorse all documents,checks,or drafts for any loss or damage to higher security requirements,Customer may purchase from its Canon dealer at current rates an appropriate Equipment under any such insurance policy.If within ten(10)days after CFS'request,Customer fails to deliver option for the Equipment,which may include(a)an HDD Data Encryption Kit option which disguises information satisfactory evidence of such insurance to CFS,then CFS shall have the right,but not the obligation,to obtain before it is written to the hard drive using encryption algorithms,(b)an HDD Data Erase Kit that can perform up insurance covering CFS'interests in the Equipment,and add the costs of acquiring and maintaining such to a 3-pass overwrite of Data(for Equipment not containing data erase functionality as a standard feature),or(c) insurance,and an administrative fee,to the amounts due from Customer under this Agreement.CFS and any of a replacement hard drive(in which case Customer should properly destroy the replaced hard drive).Customer its affiliates may make a profit on the foregoing. shall indemnify CFS,its subsidiaries,directors,officers,employees and agents from and against any and all
14.LOSS;DAMAGE:Customer assumes and shall bear the entire risk of loss,theft of,or damage to the costs,expenses,liabilities,claims,damages,losses,judgments or fees(including reasonable attorneys'fees) Equipment from any cause whatsoever,effective upon delivery to Customer.No such loss,theft or damage shall arising or related to the storage,transmission or destruction of the Data.This section survives termination or relieve Customer of any obligation under this Agreement.In the event of damage to any Equipment,Customer expiration of this Agreement.The terms of this section shall solely govern as to Data,notwithstanding that any shall immediately repair such damage at Customer's expense.If any Equipment is lost,stolen,or damaged provisions of this Agreement or any separate confidentiality or data security or other agreement now or hereafter beyond repair,Customer,at the option of CFS,will(a)replace the same with like equipment in a condition entered into between Customer and CFS applies,or could be construed to apply to Data. acceptable to CFS and convey clear title to such equipment to CFS(and such equipment will become 22.MAXIMUM INTEREST;RECHARACTERIZED AGREEMENT:No Payment is intended to exceed the "Equipment"and be subject to the terms of this Agreement),or(b)pay CFS the Remaining Lease Balance.Upon maximum amount of interest permitted to be charged or collected by applicable laws,and any such excess CFS'receipt of the Remaining Lease Balance,CFS shall transfer the applicable Equipment to Customer"AS-IS, Payment will be applied to payments due under this Agreement,in inverse order of maturity,and thereafter shall WHERE-IS"without any representation or warranty whatsoever,except for title,and this Agreement shall be refunded.If this Agreement is recharacterized as a conditional sale or loan,Customer hereby grants to CFS, terminate with respect to such Equipment. its successors and assigns,a security interest in the Equipment to secure payment and performance of
15.DEFAULT:Any of the following events or conditions shall constitute an Event of Default under this Customer's obligations under this Agreement.
Agreement:(a)Customer defaults in the payment when due of any indebtedness of Customer to CFS,whether 23.UCC•ARTICLE 2A:CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT IS INTENDED AS A or not arising under this Agreement,without notice or demand by CFS;(b)Customer or any guarantor of "FINANCE LEASE"AS THAT TERM IS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE("UCC 2A") Customer's obligations hereunder("Guarantor")ceases doing business as a going concern;(c)Customer or any AND THAT CFS IS ENTITLED TO ALL BENEFITS,PRIVILEGES,AND PROTECTIONS OF A LESSOR UNDER A Guarantor becomes insolvent or makes an assignment for the benefit of creditors;(d)a petition or proceeding is FINANCE LEASE.CUSTOMER WAIVES ITS RIGHTS AS A LESSEE UNDER UCC 2A SECTIONS 508-522. filed by or against Customer or any Guarantor under any bankruptcy or insolvency law;(a)a receiver,trustee, 24.WAIVER OF OFFSET:This Agreement is a net lease.If the Equipment is not properly installed,does not conservator,or liquidator is appointed for Customer,any Guarantor,or any of their property;(f)any statement, operate as represented or warranted,or is unsatisfactory for any reason,Customer shall make such claim solely representation or warranty made by Customer or any Guarantor to CFS is incorrect in any material respect;or(g) against the supplier,dealer,or manufacturer.Customer waives any and all existing and future claims and offsets Customer or any Guarantor who is a natural person dies. against any Payments or other charges due under this Agreement,and unconditionally agrees to pay such
16.REMEDIES:Upon the happening of any one or more Events of Default,CFS shall have the right to exercise Payments and other charges,regardless of any offset or claim which may be asserted by Customer or on its any one or all of the following remedies(which shall be cumulative),simultaneously,or serially,and in any order: behalf. (a)to require Customer to immediately pay all Payments hereunder(whether or not then due)and other amounts 25.AUTHORITY AND AUTHORIZATION:Customer represents and agrees that(a)Customer is a state or a due under this Agreement,with CFS retaining title to the Equipment;(b)to terminate any and all agreements with political subdivision or agency of a state;(b)that entering into and performance of the Agreement is authorized Customer;(c)with or without notice,demand or legal process,to enter upon the premises wherever the under Customer's state laws and Constitution and does not violate or contradict any judgment,law,order,or Equipment may be found,to retake possession of any or all of the Equipment and(i)retain such Equipment and regulation,or cause any default under any agreement to which Customer is party;and(c)Customer has all Payments and other sums paid hereunder,or(ii)sell the Equipment and recover from Customer the amount complied with any bidding requirements and,where necessary,has properly presented this Agreement for by which the Remaining Lease Balance exceeds the net amount received by CFS from such sale;or(d)to approval and adoption as a valid obligation on Customer's part.Upon request,Customer agrees to provide CFS pursue any other remedy permitted at law or in equity.CFS(i)may dispose of the Equipment in its then present with an opinion of counsel as to clauses(a)through(c)above,an incumbency certificate,and other documents condition or following such preparation and processing as CFS deems commercially reasonable;(ii)shall have that CFS may request,with all such documents being in a form satisfactory t0 CFS. no duty to prepare or process the Equipment prior to sale;(III)may disclaim warranties of title,possession,quiet EXECUTED BY CFS AS BEEN EX.GOVERNING LAW;VENUE;WAIVER OF JURY TRIAL:THIS AGREEMENT H EC enjoyment and the like;and(iv)may comply with any applicable state or federal law requirements in connection 26 26 AND SHALL FOR ALL PURPOSES BE DEEMED A CONTRACT ENTERED INTO THE STATE EC NEW JERSEY. with a disposition of the Equipment and none of the foregoing actions shall be deemed to adversely affect the IN,THE RIGHTS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE Commercial reasonableness of the disposition s the Equipment.If the Equipment is not available for sale, OF NEW JERSEY WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES.ANY ACTION BETWEEN Customer shall the
liable for the Remaining Lease Balance and any other amounts due under this Agreement.If CUSTOMER AND CFS SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT LOCATED IN THE COUNTY OF the proceeds in the sale of the Equipment are not sufficient m pay the balance of any Payments owed by CAMDEN OR BURLINGTON,NEW JERSEY,OR AT CFS'SOLE OPTION,IN THE STATE WHERE CUSTOMER OR Customer during its then-current appropriation period,CFS may take any other remedy available i law or m THE EQUIPMENT IS LOCATED.CUSTOMER,BY ITS EXECUTION AND DELIVERY HEREOF,IRREVOCABLY equity iv require Customer to pay such Payments and perform any of its other obligations under this Agreement. WAIVES OBJECTIONS TO THE JURISDICTION OF SUCH COURTS AND OBJECTIONS TO VENUE AND No waiver a any C Customer's obligations,conditions or covenants shall be effective unless contained in a CONVENIENCE OF FORUM.CUSTOMER,BY ITS EXECUTION AND DELIVERY HEREOF,AND CFS BY ITS writing signed by CFS.Failure to exercise any remedy that CFS may have shall not constitute a waiver of any ACCEPTANCE HEREOF,HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUCH Obligation with respect t0 which Customer is in default. PROCEEDINGS.
17.LATE CHARGES;EXPENSES OF ENFORCEMENT:If Customer fails to pay any sum to be paid by 27.GOVERNMENT USE: Customer agrees that the use of the Equipment is essential for Customer's proper, Customer to CFS under this Agreement on or before the due date,Customer shall pay CFS,upon demand,an amount equal to the greater of ten percent(10%)of each such delayed Payment or twenty-five dollars($25)for efficient and economic operation,Customer will be the only entity to use the Equipment during the term of this each billing period or portion of a billing period such Payment is delayed,in each case to the extent permitted by Agreement and Customer will use the Equipment only for Customer's governmental purposes.Upon request, applicable law.The amounts specified above shall be paid as liquidated damages and as compensation for CFS' Customer agrees to provide CFS with an essential use letter in a form satisfactory to CFS as to the preceding internal operating expenses incurred in connection with such late payment.In addition,Customer shall reimburse sentence.
CFS for all of its out-of-pocket costs and expenses incurred in exercising any of its rights or remedies hereunder 28.MISCELLANEOUS:All notices required or permitted under this Agreement shall be sufficient if delivered or in enforcing any of the terms of this Agreement,including,without limitation,reasonable fees and expenses of personally,sent via facsimile or other electronic transmission,or mailed to such party at the address set forth in attorneys and collection agencies,whether or not suit is brought.If CFS should bring court action,Customer and this Agreement,or at such other address as such party may designate in writing from time to time.Any notice CFS agree that attorneys fees equal to twenty-five percent(25%)of the total amount sought by CFS shall be from CFS to Customer shall be effective three(3)days after it has been deposited in the mail,duly addressed. deemed reasonable for purposes of this Agreement. All notices to CFS from Customer shall be effective after it has been received via U.S.mail,express delivery,
18.ASSIGNMENT:CUSTOMER SHALL NOT ASSIGN OR PLEDGE THIS AGREEMENT IN WHOLE OR IN PART, facsimile,or other electronic transmission.If there should be more than one party executing this Agreement as NOR SHALL CUSTOMER SUBLET OR LEND ANY EQUIPMENT WITHOUT PRIOR WRITTEN CONSENT OF CFS.CFS Customer,all obligations to be performed by Customer shall be the joint and several liability of all such parties. may pledge or transfer this Agreement.Customer agrees that if CFS transfers this Agreement,the assignee will Customer's representations,warranties,and covenants under this Agreement shall survive the delivery and have the same rights and benefits that CFS has now and will not have to perform any of CFS'obligations,which return of the Equipment.Any provision of this Agreement that may be determined by competent authority to be CFS will continue to perform.Customer agrees that the rights of the assignee will not be subject to any claims, prohibited or unenforceable in any jurisdiction shall,as to such jurisdiction,be ineffective to the extent of such defenses,or set-offs that Customer may have against CFS.If Customer is given notice of any such transfer, prohibition or unenforceability without invalidating the remaining provisions of this Agreement.No such Customer agrees,if so directed therein,to pay directly to the assignee all or any part of the amounts payable prohibition or unenforceability in anyjurisdiction shall invalidate or render unenforceable such provision in any hereunder. other jurisdiction.Customer agrees that CFS may insert missing information or correct other information on this Agreement including the Equipment's description,serial number,and location,and corrections to Customer's
19. RENEWAL;RETURN: This Agreement shall automatically renew on a month—to-month basis at the same legal name;otherwise,this Agreement contains the entire arrangement between Customer and CFS and no Payment amount and frequency unless Customer sends written notice to CFS,at least sixty(60)days'before the modifications of this Agreement shall be effective unless in writing and signed by the parties.Customer agrees end of the scheduled term or any renewal term that Customer either(i)shall exercise the Purchase Option in that CFS may accept a facsimile or other electronic transmission of this Agreement or any Acceptance Certificate accordance with the terms hereof and at the end of such term exercises such Purchase Option,or(ii)does not as an original,and that facsimile or electronically transmitted copies of Customer's signature will be treated as an want to renew this Agreement,and at the end of such term returns the Equipment as provided below. Unless original for all purposes.
CFS-1043 (01/1710/25/2022 Page2g4 Page 4 of 7.
DocuSign Envelope ID: B30D376C-1 EB2-49F7-873B-2F1 E212Al857
STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-19-70-46-01
AMENDMENT 1
Copiers and Managed Print Services
Colorado NASPO ValuePoint Master Agreement Number 140595 Canon U.S.A., Inc. (Contractor)
The parties mutually agree to amend Participating Addendum 7-19-70-46-01 as follows:
Section 2. TERM, subparagraph A is revised to read as follows:
A. The term of this Participating Addendum shall begin upon signature approval by the State and will end December 31, 2022, or upon termination by the State, whichever occurs first.
All other terms and conditions of the Participating Addendum shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date of execution by both parties below.
STATE OF CALIFORNIA CONTRACTOR
Department of General Services Canon U.S.A., Inc.
Agency Name Contractor Name
D.0 Sign.d by:
ALZ 11/29/2021 �/�oby 11/19/2021
�aszrcoras.,
Authorized Signature Date Signed Authorized Signature Date Signed Stephanne Lim, MAU2 Supervisor Mason olds SVP Printed Name/Title of Person Signing Printed Name/Title of Person Signing 707 Third Street One Canon Park
West Sacramento, CA 95605 Melville, NY 11747
Address Address
10/25/2022 EXHIBIT 3 C4 Page 5 of 17
STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-19-70-46-01
Copiers and Managed Print Services
Colorado NASPO ValuePoint Master Agreement Number 140595 Canon U.S.A., Inc. (Contractor)
This Participating Addendum Number 7-19-70-46-01 is entered into between the state of California, Department of General Services (hereafter referred to as "State" or "DGS") and Canon U.S.A., Inc. (hereafter referred to as "Contractor") under the lead state of Colorado NASPO ValuePoint Master Agreement Number 140595.
1. SCOPE
a
A. This Participating Addendum covers the purchase of Copiers and Managed Print j Services under the Colorado NASPO ValuePoint Master Agreement. The Colorado NASPO ValuePoint Master Agreement Number 140595 is hereby incorporated by reference. Product/service categories included under this Participating Addendum are identified in Section 5 (Available Products and Services).
B. This Participating Addendum is available for use by California state agencies and local governments. A local government is defined as any city, county, city and county, district, or other local governmental body, school district or corporation empowered to expend public funds. The State Agency Listing ( https://www.ca.gov/agenciesaill) provides a comprehensive list of state agencies.
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C. Each local government is to make its own determination whether this Participating Addendum and the Colorado NASPO ValuePoint Master Agreement are consistent with its procurement policies and regulations.
2. TERM
A. The term of this Participating Addendum shall begin upon signature approval by the State and will end December 31, 2021, or upon termination by the State, whichever occurs first.
B. Lead State amendments to extend the NASPO ValuePoint Master Agreement term date are not automatically incorporated into this Participating Addendum.
Extension(s) to the term of this Participating Addendum will be through a written amendment upon mutual agreement between the State and the Contractor.
C. Order placement and execution shall be on or before the expiration of this Participating Addendum. However, delivery of products or completion of services may be after the Participating Addendum expiration date.
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Participating Addendum 7-19-70-46-01
3. TERMS AND CONDITIONWINCORPORATION OF DOCUMENTS
A. Terms and conditions listed below are hereby incorporated by reference and made a part of this Participating Addendum as if attached herein and shall apply to the purchase of goods or services made under this Participating Addendum. 1) General Provisions — Information Technology (GSPD-4011T) effective 915/2014. This document can be viewed on the DGS Procurement Division website (https-ll www.dgs.ca.gov/PD/Resources/Page-Content/Procurement- Division-Resources-List-Folder/Model-Contract-Language). 2) Cloud Computing Software as a Service (SaaS) General Provisions effective 6/7/2019. This document can be viewed on the DGS Procurement Division website (https-// www.dgs.ca.gov/PD/Resources/Page-Content/Procurement- Division-Resources-List-FolderlModel-Contract-Language). 3) Cloud Computing Special Provisions for Software as a Service (SaaS) effective 03/15/18. This document can be viewed on the DGS Procurement Division website ( https://www.dgs.ca.gov/PD/Resources/Page- Content/Procurement-Division-Resources-List-Folder/Model-Contract- Language).
4. ORDER OF PRECEDENCE
A. In the event of any inconsistency between the articles, attachments, or provisions which constitute this agreement, the following descending order of precedence shall apply:
1) California Participating Addendum Number 7-19-70-46-01 2) Colorado NASPO ValuePoint Master Agreement Number 140595 3) Colorado Solicitation RFP-NP-18-001 including all Addendums 4) Contractor's response to the Colorado Solicitation
5. AVAILABLE PRODUCTS AND SERVICES
A. The following product and service offerings from the Colorado NASPO ValuePoint Master Agreement Number 140595 are allowed under this Participating Addendum:
1) Group A -A3 Multifunction Devices
2) Group B - A4 Multifunction Devices
3) Group C - Production Equipment
4) Group D - Single-function Printers
5) Group E - LargeNVide Format Equipment
6) Group F - Scanners
7) Managed Print Services.may be provided on Groups A- F
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Participating Addendum 7-19-70-46-01
6. RESTRICTIONSIDISALLOWED PRODUCTS AND SERVICES
A. The following products or services are prohibited for purchase by state agencies under this Participating Addendum. These restrictions do not apply to local governmental entities.
1) Leasing and Rental Options
2) Products:
a) Remanufactured Equipment
b) Imaging equipment that does not meet or exceed Electronic Product Environmental Assessment Tool (EPEAT) Silver
c) Imaging equipment that is not Energy Star certified d) Software containing "Clickwrap" Agreements j e) Not Specifically Priced (NSP) items not listed or priced in NVP Price Lists 3) Services:
a) Mail Room Services
b) Network and Data Security
c) Records Management i
B. Product and service categories available on mandatory California statewide contracts cannot be purchased from this Participating Addendum by State j agencies without an exemption. State agencies are responsible for obtaining an exemption from DGS prior to issuing a purchase order. This restriction is not applicable to local governments.
7. PRICING
Contractor is responsible for maintaining a current Price List of available products and services on the NASPO ValuePoint Copier and Managed Print Services website.
8. CONTRACTOR SUPPLEMENTAL DOCUMENTS
Pursuant to the terms and conditions incorporated into this Participating Addendum, Contractor Supplemental Documents attached to the Colorado NASPO ValuePoint Master Agreement as Attachment A through Attachment H, shall be negotiated to the mutual agreement of the Contractor and ordering agency and attached to the purchase/contract document.
9. AUTHORIZED RESELLERS
A. Contractor may use State-approved Authorized Resellers under this Participating Addendum for sales and service functions as defined herein. 1) Authorized Resellers must accept purchase orders and accept payment from ordering agencies for products offered under this Participating Addendum.
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Participating Addendum 7-19-70-46-01
2) Authorized Resellers are responsible for sending a copy of all purchase orders and invoices to the Contractor for compliance with quarterly usage reporting and administrative fee requirements.
3) All purchase documents to Authorized Resellers shall reference the Participating Addendum Number and Contractor Name.
B. Contractor shall be responsible for successful performance and compliance with all requirements in accordance with the terms and conditions under this Participating Addendum, even if work is performed by Authorized Resellers. All State policies, guidelines, and requirements shall apply to Authorized Resellers.
C. Contractor will be the sole point of contact with regard to Participating Addendum contractual matters, reporting, and administrative fee requirements.
D. Subject to the approval of the State, Authorized Resellers may be added on a quarterly basis during the term of the contract. Contractors shall notify the State of any deleted Authorized Resellers or changes to current Authorized Resellers' contact information in writing at any time during the contract term.
E. Contractor will be required to submit Authorized Reseller requests, in a format specified by the State, to the State Contract Administrator for approval.
F. State-approved Authorized Resellers will be posted on the State's Cal eProcure website.
10. SUBCONTRACTORS
The Contractor shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted.
11. ORDERING AGENCY RESPONSIBILITIES
A. State agency and local government use of this Participating Addendum is optional.
B. State agencies and local governments must follow the ordering procedures outlined within the User Instructions guide, administered by the State Contract Administrator, to execute orders against this Participating Addendum.
12. STATE AGENCY BUY RECYCLED CAMPAIGN (SABRC)
A. State agencies are required to report purchases made within eleven product categories in the California Department of Resources Recycling and Recovery's SABRC per Public Contract Code Sections 12200-12217.
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Participating Addendum 7-19-70-46-01
B. Contractor will be required to complete and return a Recycled-Content Certification form (https:ll www.calrecycle.ca.govlcontracts/forms) upon request by the state agency.
13. DELIVERY
A. Delivery shall occur within 30 days after receipt of order, or as negotiated between ordering agency and contractor and included in the purchase order, or as otherwise stipulated in the NASPO ValuePoint Master Agreement.
B. F.O.B. (Free On Board) Destination
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14. INVOICING AND PAYMENT
A. Payment terms for this Participating Addendum are net forty-five (45) days.
Payment will be made in accordance with IT Commodities General Provisions Paragraph 30 (Required Payment Date).
B. Payment will be made in accordance with the provisions of the California Prompt Payment Act, Government code Section 927 et.seq. Unless expressly exempted by statute, the Act requires state agencies to pay properly submitted, undisputed invoices not more than 45 days after(i) the date of acceptance of Deliverables or performance of services; or (ii) receipt of an undisputed invoice, whichever is later.
C. Invoices shall be sent to the address identified.in the ordering agency's purchase order. The State Participating Addendum Number and ordering agency Purchase Order Number shall appear on each invoice for all purchases placed under this Participating Addendum.
D. Contractor will accept the State of California credit card (CAL-Card) for payment i of invoices. I
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15. USAGE REPORTING
E
A. Contractor shall submit usage reports on a quarterly basis to the State Contract Administrator for all California entity purchases using the report template attached hereto as Attachment A. The report is due even when there is no activity.
i
B. The DGS Contract Administrator reserves the right to modify Attachment A and require Contractor to provide additional order information during the course of this Agreement.
C. The report shall be an Excel spreadsheet transmitted electronically to the DGS Cooperatives mailbox (PDCooperatives [email protected]).
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Participating Addendum 7-19-7046-01
D. Any report that does not follow the required format or that excludes information will be deemed incomplete. Contractor will be responsible for submitting corrected reports within five business days of the date of written notification from the State.
E. Tax must not be included in the report, even if it is on the purchase order.
F. Reports are due for each quarter as follows;
Reporting Period ❑ue Date
January 1 to March 31 April 30
April 1 to June 30 July 31
July 1 to September 30 October 31
October 1 to December 31 January 31
G. Failure to meet reporting requirements and submit the reports on a timely basis shall constitute grounds for suspension of this contract.
H. Time extensions may be approved only if all due reports have been submitted to the State.
16. ADMINISTRATIVE FEE
A. Contractor shall submit a check, payable to the State of California, remitted to the Cooperative Agreement Unit for the calculated amount equal to 1.25% of the sales for the quarterly period.
B. Contractor must include the Participating Addendum Number on the check.
Those checks submitted to the State without the Participating Addendum Number will be returned to Contractor for additional identifying information.
C. Administrative fee checks shall be submitted to:
State of California
Department of General Services, Procurement Division
Attention: Cooperative Agreement Program
707 31d Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605
D. The administrative fee shall not be included as an adjustment to Contractor's NASPO ValuePoint Master Agreement pricing.
E. The administrative fee shall not be invoiced or charged to the ordering agency.
F. Payment of the administrative fee is due irrespective of payment status on orders or service contracts from a purchasing entity.
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Participating Addendum 7-19-70-46-01
G. Administrative fee checks are due for each quarter as follows:
Reporting Period Due Date
January 1 to March 31 April 30
April 1 to June 30 July 31
July 1 to September 30 October 31
October 1 to December 31 January 31
H. Failure to meet administrative fee requirements and submit fees on a timely basis shall constitute grounds for suspension of this contract.
17. CONTRACT MANAGEMENT
I
A. The primary Contractor Contract Manager for this Participating Addendum shall be as follows:
Contractor. Contract Manager;
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Name: Dave Rothauser
Phone: (631) 330-5443 j
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Fax: (631) 330-5459
Email [email protected]
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Address: Canon U.S.A., Inc.
1 Canon Park
Melville, NY 11747
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B. The State Contract Administrator for this Participating Addendum shall be as follows:
State Contract.Administrator
Name: Yolanda Tuft
Phone: (916) 375-4408
Email [email protected]
Address: State of California
Department of General Services
Procurement Division
707 Third Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605
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Participating Addendum 7-19-70-46-01
C. Should the contact information for either party change, the party will provide written notice with updated information no later than ten business days after the change,
18. TERMINATION OF AGREEMENT
The State may terminate this Participating Addendum at any time upon 30 days prior written notice to the Contractor. Upon termination or other expiration of this Participating Addendum, each party will assist the other party in orderly termination of the Participating Addendum and the transfer of all assets, tangible and intangible, as may facilitate the orderly, non-disrupted business continuation of each party.
This provision shall not relieve the Contractor of the obligation to perform under any purchase order or other similar ordering document executed prior to the termination becoming effective.
19. AMENDMENT
No amendment or variation of the terms of this Participating Addendum shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or agreement not incorporated in the Participating Addendum is binding on any of the parties.
20. AGREEMENT
A. This Participating Addendum and the Master Agreement together with its exhibits and/or amendments, set forth the entire agreement between the parties with respect to the subject matter of all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof.
Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Participating Addendum and the Master Agreement, together with its exhibits and/or amendments, shall not be added to or incorporated into this Participating Addendum or the Master Agreement and its exhibits and/or amendments, by any subsequent purchase order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected.
The terms and conditions of this Participating Addendum and the Master Agreement and its exhibits and/or amendments shall prevail and govern in the case of any such inconsistent or additional terms.
B. By signing below Contractor agrees to offer the same products/and or services as on the Colorado NASPO ValuePoint Master Agreement Number 140595, at prices equal to or lower than the prices on that contract.
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Participating Addendum 7-19-70-46-01
IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below.
STATE OF CALIFORNIA CONTRACTOR
Deporgent of Ge eral Service Canon U.S.A., Inc.
A cy, e / Contractor Name
A orized Signature Date Signed Authorized Signature Date Signed �hlw- �b /q6tot/ -o*V-M-�7 '5�:-I:Al Yc4),,, - &fecu),ve Vce PwJea-�t.
Printed Name/Title of Person Signing Printed Name/Title of Person Signing 707 Third Street 1 Canon Park
West Sacramento, CA 95605 Melville, NY 11747
Address Address E
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10/25/2022 C4 Page 14 of 17
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