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Home My WebLink AboutDANKA OFFICE IMAGING COMPANY 2 -2007 Wi STATE AND LOCAL GOVERNMENT EQUIPMENT LEASE AGREEMENT COpy A-2007-009 lEASE NUMBER 4463716-002 LESSEE FULL LEGAl NAME City of Santa Ana NUMBER OF REtfr PAYMENTS (IN ORDER) RENT TRADE NAME DlB/A(IFANY) " $411.:36 FEDERAl TAX 10 PRIMARY ADDRESS (NUMBER AND STREET) Purchasing Div; M~16; PO Box 1988,20CivicC~nter Plaia Santa Ana CA 92702 Orange TELEPHONE NUMBER FACSIMILE NUMBER lEASE TERM " FREQUENCY OF RENT PAYMENTS @ MOHTllLY GOTHER: (IN MONTHS): ADVANCE RENT PURCHASE OPTION AT END Of LEASE TERM: .FMV Cai"lonlmageRunnei 6570, 11 Finisher, Fax; Unlversa Send, Send ehancemei'lI,PDL .DANCA Danka Financial Services 1010 Thomas Edison Blvd SW Cedar Rapids, IA 52404 Ph: 800-472-7785 We have written this Lease In plain language because we want you to understand its tenns. Please read your copy of this Lease carefully and feel free to ask us any questions you may have. The words "you" and ''your'' mean the Lessee named above. The words "we," "us," and "our" refer to the Lessor named below. TERMS AND CONDITIONS 1. lEASE. Subject to the terms of this lease, you agree to lease from us the Equipment described above when we accept this lease. You agree to be bound by all the terms of this lease. 2. DEUVERY AND ACCEPTANCE OF EQUIPMENT. Acceptance ofthe Equipment occurs upon delivery, Whenyou receive the Equipment, you agree to inspect itand to verily by telephone or in writing such information aswe may require. Delrveryandinstallalioncostsareyourresponsibility, lfyousignedapurchaseconlraclfortheEquipmenl,bysigningthisleaseyouassignyourrights,butnorJeofyourobligationsunderthepurchasecontract,tous. 3. RENT. You agree to pay us Rent (plus applicable lalIes) when each payment is due, and in the amount stated above. If your Rent payments are due in Advance, yourlirst Rent paymenUs dueoo the date you accept the Equipment under the lease. Wewill adviseyou as to (a) the due date of each Rent paymeflt, and (b) !headdress tov.fJich you must send your payments. Rent is due whether or not you receivean invoice from us. Youwill pay usany required Advance Rentor Security Depositwhen you sign this lease. SecurityDepositsor Ad\lllnce Rents may be commingled and do noteam interest. Provided you are not in default, we mayapplyyourSecurity Depositto the last Rent paymentor to your purchase option orwe may refund the Security Deposit to you when the lease Term expires and the Equipment is returned in accordance with Section 17. If we collect more than one paymentas Advance Rent, we may apply suchAdllllnce Rent tothe last Rent payment. You authorize us to change the Rent by not more than 15% due to changes in the Equipment configuration which may occur Pfiortoour acceptance of this lease. Restrictiveendorsements on checks you send to us will not redl.lte yourobligalions to us. Unless a proper exemption certiflCatelsprovided,appllcablesalesand use taJes will bead ded to lhe Rent. 4. NON-APPROPRIATION OF FUNDS. You intend to remit all Renl and other payments to us for the full lease Term iffunds are legally available, In the event youare not granted an approprialion offunds al anytime during the lease Term for the Equipmentsubject to this lease orforequipmentv.tJich is functionally similar to the Equipmenl and operating II.N1ds are not otherwise available to you to pay the Rent and other payments due and to berome due under this lease, and there is noolherlegal procedure or avaiiable funds byorwithwhich paymentcan be madetous, and theoon-appropriationdid not resultfroman actor omission byyou, youshall have the rightto return the Equipment inaccoroancewith Section 17 of this Lease andterminatethisLeaseonti'oelastdayofthefiscalperiodlorv.tJichapproprlationswerereceivedWithoutpenaltyorexi>9nsetoyou,exceptastotheportionofRentforwhichfurJdsshallhavebeenapproprlatedandblldgeted.Atl eastthirty(30)days priortotheendofyourfiscalyear,yourchiefexecutiveofficer(orlegalcounsalshallcertilyinwritinglhat(alfundshavenotbeenappropriatedfortheupcomingflSC8lperiod,(b)suchnon-appropriationdidllOtresultfromanyac torfalluretoactbyyou, and (el you have exhausted all funds legally available forthe paymentofRent. If you terminate this lease because of nOrJ-appropriation offunds, you may not purchase, lease or rent, equipment performing functions similar to those performed by the Equipmentfora i>9riod oflwelve (12) months as measuredfrom theeffective dateof such termination. This Section 4 shall not perm~you to terminate this lease inordertoacquireanyolller Equipmentortoalloc atefunclsdirectlyor indirec~yto perform essentiallytheapplicationforwhichtheEquipmentisintended. 5. UNCONomONAlOBlIGATION. YOUAGREETHATYOUARE UNCONDmONALl YOBLIGA TEDTO PAY AllRENT ANDANY OTHERAMOUNTSDUE UNDERTHIS lEASEFORTHEFUlllEASETERMEVEN IFTHE EQUIPMENT IS DAMAGED OR DESTROYED, IF IT IS DEFECTIVE OR IF YOU HAVE TEMPORARY OR PERMANENT lOSS OF ITS USE. YOU ARE NOT ENTITLED TO REDUCE OR SET-OFF AGAINST RENT OR OTHERAMOUNTS DUE UNDER THIS lEASE FORAHY REASON WHATSOEVER. 6. DISCLAIMER OF WARRANTIES. THE EQUIPMENT IS BEING lEASED TO YOU IN AS-IS CONDITION. ANY CHANGE TO THIS lEASE MUST BE MUTlJAllY AGREED TO IN WRITING. YOU AGREE THAT WE HAVE NOT MANUFACTURED THE EQUIPMENT AND THATYOU HAVE SELECTED THE EQUIPMENT BASEDUPON YOUR OWN JUDGMENT. YOU HAVE NOTRELIEDONANY STATEMENTSWE OR OUR EMPLOYEES HAVE MADE. WE HAVE NOT MADEAND DO NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS ORWARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMIT ATION, THE EQUIPMENT'S MERCHANTABIUTY, FITNESS FORA PARTICULAR PURPOSE, SUITABILITY, DESIGN, CONDITION, DURABIUTY, OPERATION, QUAlITYOF MATERIAlS ORWDRKMANSHIP, OR COMPLIANCE WITH SPECIFICA TIONSORAPPlICABlE LAW. You are aviareofthe name ofthe Equipment manufacturer and you will contactthe manufacturerfor a description of yourwamlllty rights. llthe manufacturer has provided us with a warranty, we assign our rights to such W8mlnty to you and you may enforce all warranlyrlghts directly againstthe manufacturer of the Equipment You agreeto settle anydispule you may have regarding performance orthe Equipment directly with the manufacturerof the Equipment 7. TITl.EAHD SECURITY INTEREST. The Equipment is and shall remain our sole property during the lease Term. Unless you are in default under this Lease, you shall have the right to peacefully possess and use the Equipmentduring the lease Term. Tosecureallofyourobligationstousunderthisleaseyouherebygrantusasecurilyinlerestin(altheEquipmenttotheextentofyourinterestsintheEquipmenl.(b)anythingattachedoraddedtolheEquipmenlalanyt ime,(c)any money or properly from the sale of the Equipment, and (d) any money from an insurance oaim if the Equipmenl is lost or damaged. You agree that the security inlereslwill oot be affected if this lease is changed in anyway. You hereby appoint us (orouragenll asyourtrue andlawfui attorney-in-fact to affix your signature to UCC financing stalements prepared andfiled on yourbehalfbyus(or ouragent)with thesame force and el/ectas if you hadsignedsuch financing statements. Ifwe request, you agree to s~n financing statements in order for us to publiciy record au! security interest. Thls Lease or a copy of this lease shall be sufficienl as a financing statement and may be filed as such. B. USE, MAlNTENANCEAND REPAIR. Youwiil notmove the Equipmentfrom the EquipmenlLoca~onwithoutourad\lllnce written consent. Youwiil give us reasonabJe access to lhe EquipmentLocatioo solhalwecancheck the Equipmenfs existence, condition and proper maintenance. Youwill usethe Equipmerltinthemannerforwhich ilwas inlended, as requiredbyall app~cable manuals and instructions and keep iteJigibleforanymanufacturer'sce rtificafion andlorstandard, fullservioe maintenance contract. Atyourown costandexpense, youwill keep the Equipmentingood repair, condi~on andworking order,ordinarywearand tearexcepted.AII replacementpartsand repairswili Oecomeour properly. You will not makeanypermanenl alteratioostotheEquipment. 9. TAXES. You agree that you will pay lJS, when invoiced, all taxes (inciuding any saies, use and personal properly taxes). fines, interest and penalties relating to this lease and the Equipment (excluding taxes based on our net income). We do not have to conlestanytaxassessments. You hereby acknowledge and agree that (1)we will be the ownerof the Equipmenllhroughout the lease T arm and wiil be assessed personal Pfoperly taxes, and (2) notwithstanding the lact that you may be exempt from the payment of pe1Wnal properly taxes, you hereby agree, al our option, to eJther{a) reimburse usannually forall personal properly !axes which we may be requirel:l to pay as the owner of the Equipment, or (b) remit to lJS each month ourestimaleofthemonthiyequiva!entoftheannualpersonalpropertytaxestobeassessedagainsltheowneroflheEquipment. Danka2OCi(b)(SlG)(6IOO) SIGNER'S INITIALS (REQUIRED) 10.INDEMNITY. We are rIOt respollSible for any injuries, damages, penal~es, claims or losses, including legal expellSes. incurred byyou or any other person caused by the lransportatiOll. installa~on, mamJfacture, selection, purchase,lease, , ownership. fXl55ession, modification. maintenance, condition, operation,lISe. retum ordisposition ofthe Equipment. T otheextent permitted by law. you agree to reimburse uslor and defend usagainstanyclaimsforsuch losses, damages, penal~es, claims, injuries. or expenses. This indemnity continues e~en after this Lease has expired for acts or omissiollS which occurred during the Lease Term. 11.IDENTlFICA TlON. You authorize us to insert or correct missing information on this lease. including your official name, serial nUmDers and any other information describing !he Equipment. We "";11 send you copies of such changes. You will attach to the Equipment any name plates or stickers we provide you. 12. LOSS ORDAMAGE. You are responsible for any loss of the Equipmentfrom anycause atall, wl1etheror rIOt insured, fromthe time the Equipmentisshippedtoyou until itis returned tous.1f any itemolEquipment islosi. st~enordamaged, you will prompHy no~fy us of such event. Then, at our option, youwill either (a) repairthe Equipment so that it is in good condition and IWrking order, eligible for any manllfacture~s certification, or (b) pay lIS an amount equal to the NetBook Value (as defined in Section 15) oflhe lost, stolen or damaged Equipmenl.lfyou ha~e satisfiedyourobligations under this Section 12, wewill forward toyouany insurance proceedswhichwe receivefor lost, damaged, ordestroyed Equipment. If you are indefault, wewillapplyanyinsuranceproceedswerecei~etoreduceyourobligationsunderSection150fthisLease 13. INSURANCE. Youagreeto{a} keeptheEquipmentlullyinsuredagaillStloss, naming lIS as loss payee, and{b)obtainageneral publicliabilityillSur<mcepolicycoveringbothpersonal injury and property damage inamountsnotlessthan we may tell you, naming us as additional insured, until you have met all olyour obligations under this Lease. We are under no duty to tell you if your insurance coverage is adequate. The policies shall state that we are to be notified of any proposed cancellationatleast15dayspriortothedateselforcancellation.Uponourrequest,youagreetoprovideuswithcertificatesorotherevidenceofinsuranceacceptabletous.lfyoudonotpravideuswithevidenceofproperinsurancewi thin10daysof our request or we receJve notice of policy cancellafion, we may (but we are not obligated to) obtain insurance on our interest in the Equipment at your expense. You will pay all insurance premiums and related charges. 14. DEFAULT. You wili be indefaultunder this lease ilany of the following happens: (a) wedo not receive any Rentorotherpaymenidue underthis lease within 10days after itsduedate, or(b) youfail to perlormor observe any other promise or obligationin this Lease and donotcorrect the default within 1 0 daysaflerwesendyou written noticeof defaui~ Of (c) any representation, warrantyor statement you have made in this Lease shall praveto have Deen lalseor misJeading in any material respect, or(d) any insurance carrier cancelsorll1reatens to cancel any insurancaon the Equipment, or (e) the Equipmentorany part ofit isabused, illegally used, misused, lost, destroyed, ordamaged beyond repair, or(1) a pemion is filed byoragainsl youunderanyllankruptcyorinsolvencylaws,or(g)youdefaultonanyotheragreementbetweenyouandus(orouraffiliates). 15. REMEDIES. Upon the occurrence of a default, we may, in our sole discretion, do any or all of the following: (a) provide written notice to you of default; (b) as liquidated damages for loss of a lIargaln and not as a penaity, dedare due and payable, the presentvalueof~) any and all amounts whfch may be then due and payable byyou to us under this Lease, pillS (ii) ail Rent payments remaining through theend of the Lease Term, plus (iii) our reasonable estimate of the fair marketvalue of like equip mentasof the end oft he Lease T enn,discountedatlhe higherof6%orthe lowest rate allowedbylaw{colledively, the 'Net Bcok Value"). We havetherighttorequireyoutomake lheEquipmentavailable to usforrepossessionduringreasonable business hours orwe may repossess the Equipment, so long as we do nol breach the peace in doing so, orwe may use legal process in compliance with applicabje law pursuant to court order to have the Equipment repossessed. You will not make any claims against lIS orthe Equipmentfor trespass, damage oranyotherreason. Ifwe take possession of the Equipmentwe may (a) sell orlease the Equipment at public orprivate sale orlease, andlor(b) exercise such other riglltsas may I:le allowed by applicable law. Although you agree that we have no obligation to selllhe Equipment. if we oosellthe Equipment, wewili reduce the NetBook Value by theamountswe receive, Youwill immediately pay us the remaining Net Book Value. You agree (a) that we only need togive you 10 days advance notice of any sale and no notice of advertising. (b) to pay all of the costs we incurto enforce our rights against you, including attorney's fees, and (c) thatwe will retain all 01 our rights against you even Ifwedonotchoosetoenforcethematlhetimeofyourdefault. 16. YOUR OPTIONSA T END OF lEASE. Providedyou are not in default upon expiration of the Lease Term you shall have the option to (a) return !he Equipment inaccordancewith Secti0l117, or (b) on 60 daysadvance wrillen notice to us. purchase all but not less than all of the Equipment forthe fair market valueofthe Equipment, as de\e(mlned by us in our reasonable judgment (plus any applicable taxes). If you elect to purchase the Equipment, upon payment of the agreed upon price includingallsaleslaxesandolherapplicablelaxes, wewilllransfer the Equipment toyou AS I$.WHEREIS, WITHOUT ANYREPRESENTA TlON OR WARRANTY. Ifyoufail to exercise the purchase option (a) youwlU contlnueto pay Rent untillhe EqulpmenllsrecelvedandacceptedbyuspursuanltoSeetion17,and(b)alloflhetennsoftheLeaseshallconllnuetoapply,lneJudingyourobligatlontopayRent. 17. RETURN OF EQUIPMENT. If (a) a defauit occurs, (b) you do not purchase the Equipment at the end of the Lease T 0011, or (c) a non-appropriation offunds occurs in accordance with Section 4, you will Immediately return the Equipment toanylocation(s) andaboard anycarrier(s)we may designate inthe con~nental United States. TheEquipment must I:leproperiy packed forshlpmentin accordancewithlhe manufacturer'srecommendationsorspecifica tions, freight prepaid and insured, maintained inaceordancewith Section 8, and in 'Average Saleable Condition.' "Average Saieable Condition" means that all of the Equipmentis immediately available lor use by a third party buyer, userorlessee, other than yourself, without the need for any repair or refurbishment. All Equipment must be free of markings. You will pay lIS for any missing or defective parts or accessories. You will continue to pay Rent until the Equipment Is received and accepted by us. 18. YOUR REPRESENTATIONS. You herebyrepresentandwarrantto us lhatasofthedateofthislease, and lhroughoutthe Lease Tenn: (a) youaretheentityindicatedin thisleasa; (b) you aredulyorganizedandexisling underthe ConstitutiOll and lawsoflheStateinwhich you are located; (c) you areauthorized toenter into and carryoutyourobligations under this lease, anydocuments relative to theacquisition ofthe Equipmentand anyotherdocuments required tobedeliveredin connection with this Lease (collectively,the "Documents"); (d) the Documents have been duly authorized, executed and delivered byyoulnaa:ordancewithallappjicable laws, rules, ordinances,and reguJations. The DoaJments are valid, legal, b4nding agreements, enforceable inaccordancewi!h theirterms. The person{s)signlng the Documents havethe authoritytodo so, are acting with thefull authorization ofyourgovemlng body, and hold the offices indicated I:lelowtheir sJgnalures, each of which are genuine; (e) the Equipment isessential to the immediate performanceofa governmental or proprietary function byyou within the scope of you authofityand shall be used during the leasa Term only to perform such function; (f) you intend to use the Equipment for the entire lease Term and shall take all necessary action to indude in your annuai budget any funds required to fulfill your obligations for each fiscal yearduring the Lease T arm; (g) you have complied fuilywith all applicable law governing open meetings, public bidding and appropriations required inoonnection"..;th this Leaseand the acquisittonofthe Equipment; (h)yourobHga~onstoremitRentunderthisLeasa oonstilutea currentexpensaandnota debt under applicable state law. No provision of this Lease OOl15titutes a pledge of your tax or general revenues, and any provision which is so construed by a court of competent jurisdiction is void from the inception of this lease: (i) all payments due and to become due during your current fiscal yeararewithinlhefiscalbudgetofsuchyear,andareincludedwithlnanunreslrictedandunencumberedappropriationcurrentiyavailableforlheleasalpurchaseoflheEquipment;andO}aIlfinanclalinformationyouhaveprovidedto usistrueandacllJrate andprovidesagoodrepresentationofyourfinancialoondition 19. YOUR PROMISES. In addition to the other provisions of this lease, you agree that during the tenn of this Lease (a) youwiil promptly notify us in ""fiting if you move your principal office or you change your name or legal structure. (b) you will provide to us such financial information as we may reasonably request from time to time, and (G) you will take any action we reasonabjy request to protect our rights in the Equipment and to meet your obligations ul1der this Lease 21).ASSIGNMENT. YOUWlLL NOT SELl, TRANSFER,ASSIGN, PLEDGE, SUB-lEASEOR PARTWlTH POSSESSION OFTHE EQUIPMENT, OR FILE ORPERMIT AUEN TO BEFILEDAGAlNSTTHE EQUIPMENT. Youwill not attach any of the Equipment toany real estate. Upon our reasonable request and at your cost. you will obtain from each person having an interest in the real estate where the Equipment is localed awalver of any rights they may have in the Equipment. You understand and agree lhat immediately upollacceptance olthe Equipment (see Section 2) we willsell, assign and translerthis Lease and our interestsln the Equipmentto General Electric Capital Corporation ('GE Capital") (E.I.N. 131500700). YOll agree to remit to GE Capital, atthe address provided by GE Capital from ~me to time, all Rent paymentsand other amounts due and to become due under this Lease. You agree that GE Capitai wili have the same rights and I:lenefits thatwe now have. YouagreethatGE Capital's rights underthisLeaseshallootl:le subjecltoanyclaims, defenses orset.-offs that you mayhaveagainstus. However, any such assignment,sale, ortranslerofthisleaseortheEquipmentwi ll not relieve us ofanyobligations we may have to you under this Lease. If you are given notice of a new owner of this Lease, you agree to respond to any requests about this Lease and, ;r directed by us, to pay the new owner all Rent and other amounts due under this Lease. 21. COLLECTION EXPENSES, OVERDUE PAYMENT, TERMINATION. You agree lhat we can, but do not have to, takeon yourbeha~ any action which you fail to takeas required by this Lease, and our expenses will be in addition to 01 the Rent which you owe us. We may charge you a late charge to cover our collection costs equal to the higher of 1 0% of any late payment or$22, but not more than the highest legal rate. To the extent allowed by law, any late payment or non-payment of any past due amount will accrue interestat the lower of 18% per annum or the highesllegal rate from the due dale until paid. If you so request and we permit the earty termination of this Lease (for reasons other than a non-appropriation pursuant toSection4),youagreetopayafeeforsuchprivilege. 22. COMPLIANCE WITH LAWS. You understand that the Equipment may De purchased for cash (the .Equipment Cost") or it may be leased. By signing this iease, you acknowledge that you have chosen to lease the Equipment from us for theLeaseTermandthatyouhaveagreedtopayRenl. 23. MISCEllANEOUS. This Leasecontalnsourentire agreement and supersedesanyconflic~ng provisionof any equipment purchase order or any other agreement. TIME IS Of THE ESSENCE IN THIS LEASE. If a courtfindsany provision of this Lease to beunenforceable, the remaining terms of this lease shall remain in effect, THIS lEASE ISA "FINANCE lEASE" AS DEFINED IN ARTICLE 2A OFTHE UNIFORM COMMERCIAL CODE. You authorize us (or our agent) to (a) obtain credit reports, (b) make such other credit inquiries as we may deem necessary, and (c) fumish payment history inlonna~on to credit reporting agencies. To the extent permitted by law, we may charge you a fee of $43.25 to cover our documentation andinves~gationcosts. 24. NOTICES. All of your written notices to us must be sent by certified mail or recognized ovemightdeJivery service. postage prepaid, to us at our address stated In this Lease, or byfacsimile transmission to ourlacsimile leiephone number, with oral confirmation of receipt. All of our notices to you may be sent first class mail, postage prepaid, to youraddress stated in this Lease. At any time after this lease is signed, you orwe may change an address orfacsimile telephone number by givingnoticetotheolherofthechange. 25. WAIVERS. WE AND YOU EACH AGREE TO WANEAND TO TAKE All REQUIRED STEPS TOWAlVEAll. RIGHTS TOAJURYTRIAL To the extent you are permitted by applicable law, you waive all rights and remedies conferred upon a lessee by Arlicie 2A (Sections 508-522) oftheUniform Commercial Code including butnotlimited toyourrights to: (a) cancel orrepudiatethislease; (b) rejector revoke acceptanceoflhe Equipment; (c) recoverdamagesfrom usforanybreach ofwarranty orfor any other reason; and (d) grant a security interest in any Equipment in your possession. To the extent you are permilled by applicable law, you waive any rights you newor later may have undaranystatute or otherwisewhich require us tosell or otherwise useany Equipmentto reduce ourdamages, which require lIS to provide you with noticeof default, intenito acceiarate amounts becoming due or acceleration of amounts becoming due, orwhich may otherwise limit or modify any of our rights orremedies. ANY ACTION YOU TAKE AGAINST US FORANY DEFAUL T,lNClUDING BREACH OFWARRANTYOR INDEMNITY, MUST BEST ARTEDWITHIN ONE (1) YEAR AFTER THE EVENT WHICH CAUSED rr. Wewill not beliableforspecificperformanceofthisleaseorforanylosses,damages,delayorfailuretodeiiverEquipment IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS LEASE {INCLUDING THOSE ON THEREVERSE SIDE) SHOUl.D BE READ CAREFUl.lY BECAUSE ONLY THOSE TERMS INWRlTING ARE ENFORCEABLE. TERMS OR ORAl PROMISES WHICH ARE NOT CONTAINED IN THIS WRmEN AGREEMENT MAY NOT BE LEGALLY ENFORCED, YOU MAY CHANGE THE TERMS OF THIS LEASE ONLY BY ANOTHER WRITTEN AGREEMENT BETWEEN YOU AND US. YOU AGREE TO COMPLYWlTH THE TERMS AND CONDITIONS OF THIS l.EASE. YOU AGREE THAT THE EQUIPMENT WILL BE USED FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAl., FAMILY OR HOUSEHOl.D PURPOSES. YOU CERTIFY THAT ALL THE INFORMATION GIVEN IN THIS LEASE AND YOURAPPllCATION WAS CORRECT AND COMPLETE WHEN THIS l.EASE WAS SIGNED. THIS LEASE IS NOT BINDING UPON US OR EFFECTIVE UNLESS AND UNTil WE EXECUTE THIS LEASE. THIS lEASE WIll BE GOVERNED BYTHE LAWS OF THE STATE OF IOWA. tDU AGREE TO THE JURISDICTION AND VENUE OF FEDERAL AND STATE COURTS IN LINN COUNTY,IOWA. ACCEPrED BY: PROPOSED BY: BY: BY: X City of Santa Ana -S ~MMe.. f!r;~e ,:ell?, r In.",-,l lESSOR: DANKA OFFICE IMAGING COMPANY dba DANKA FINANCIAL SERVICES lESSEE: TITLE: OATE' DATE: FEDTAXID#: OPINION OF COUNSEL Jhaveactedascounseltotheabove-referencedLessee{the-Lessae")withrespecltoLeaSllAgreementNo,___byandbetweentheLesseeandLessor(the"Lease"},andinthiscapadtyhavereviewe-dtheoriginalorduplicatlloriginals ~ otthe Lease and $lith other documents as I have deemed relevant. Based upon the foregoing, I am of too opinion lhat: (A) Lessee is a slate or a fully constituted political subdivision or agency of a slate wilhin the meaning of Sec~on 1 03 of the Internal ~ Revenue Code of 1986, aii amended; (8) the execution, delivery and performam:e of the Lease by Lessee have been duty authorized by all necessary action on the part 01 Lessee; (e) the Lease consmutes a legal, valid and binding obligation of ~ Lessee enforceable In accordance with ils terms, except as limited by laws of general applil:ation affecting the enforcement ofcredltors' nghts, and does notconsmule a debt of Lesseewhlch IS prohibited by state law; (0) the aulhorization, approval ~ and ex8Cution oflhe Leasll and all other proceedings of Lessee related to the lransao::ttonsco ntemplatedtherebyhavebeenperformedinaccordancewithallopoo-meeMglaws,publicbJddinglaws,andallotherapplica blestatelaws. ~ Thaunderslgnedcertifiesthat(s}heisinattomeydulyauthorizedtoprac~celawlnIhe Stale of ~_' The foregoing oplnlons are Ilmlled to thelawsofsuch State and federal laws of the U nitedStates. Jl! ~ Attomey of Lessee IN WITNESS WHEREOF, the parties hereto have executed this Equipment Lease Agreement 4463716-002, the date and year below written. ATTEST: CITY OF SANTA ANA PATRICIA E. HEALY Clerk of the Council DAvlnrlLa2- City Manager DATE: APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney BY~ . Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: ':t':\~~~~r0 ~~ .~ FRANCISCO GUTIERREZ Finance & Management Services INSURANCE NOT ON FILE WORK MAY I~QI PROCEED CLERK OF COUNCIL DATE: ~-~~"0~ ADDENDUM TO EQUIPMENT LEASE AGREEMENT THIS ADDENDUM TO EQUIPMENT LEASE AGREEMENT is made MARCH 29, 2007, by and between, SANTA ANA, CITY OF, as Lessee, and DANKA OFFICE IMAGING COMPANY dba DANKA FINANCIAL SERVICES, as Lessor. BACKGROUND A. By that certain Equipment Lease Agreement, 4463716-002 dated 2007, by and between Lessor and Lessee, Lessor has agreed to extend financing to Lessee upon and subject to the terms and conditions set forth in the Equipment Lease Agreement ("Lease"). B. Lessor and Lessee desire to amend the terms and conditions of the Lease, upon and subject to the terms and conditions of this Addendum. C. All capitalized terms not otherwise defned herein will have the meanings set forth in the Lease. NOW, THEREFORE, in consideration of good and valuable consideration, the parties intending to be legally bound agree as follows: 1. EFFECT OF HANDWRITTEN CHANGES. The Parties to the Lease acknowledge and agree that none of the hand-written (or typed, as the case may be) additions or deletions to the text of the terms and conditions of the Lease shall be enforceable. Each of the provisions in the Lease, as originally pre-printed on the front andlor back (or Pages 1 and/or 2) of the Lease, shall remain in full force and effect, except to the extent expressly set forth herein. 2. RENT. The third to last sentence of Section 3 of the Lease which reads "You authorize us to change the Rent by not more than 15% due to changes in the Equipment configuration which may occur prior to our acceptance of this Lease' shall be deleted in its entirety. 3. INSURANCE. Section 13 of the Lease shall be deleted in its entirety and replaced with the following: "13. INSURANCE. You agree to either (a) self-insure against (i) all risks of physical loss or damage to the Equipment for its full replacement value, and (ii) personal injury and damage caused by the Equipment; or (b) keep the Equipment insured against alt risks of physical loss or damage for its full replacement value, naming us as loss payee; and maintain public liability insurance for both personal injury and property damage far not less than $300,000 per occurrence, naming us as additional insured. If at any time we determine that you no longer meet our self-insurance requirements, we will notify you and you will, within thirty (30) days of receipt of such notice, provide us with evidence of insurance coverage as specified in subsection (b} of this Section 13 ° 4. The last two sentences of the second paragraph, located just above the signature lines on Page 2 (or the back) of the Lease, shall be amended to read as follows: "THIS LEASE WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA. YOU AGREE TO THE JURISDICTION AND VENUE OF FEDERAL AND STATE COURTS IN ORANGE COUNTY, CALIFORNIA." 5. EFFECTIVE DATE. This Addendum is executed to be effective the same day as the Lease, and is incorporated into and made a part of the Lease. A-2007-009 Page 1 of 2 4463716002 rev 3-29-07.doc mev 6. EFFECT OF ADDENDUM. All terms and conditions of the Lease not expressly modified hereby remain in full force and are hereby ratified by the parties. IN WITNESS WHEREOF, the duly aufhorized representatives of the parties have executed this Lease on the dates set forth below but as of the date first set forth above. SANTA ANA, CITY OF DANIUI OFFICE IMAGING COMPANY dba DANKA FINANCIAL SERVICES By: !c r~ gy; Name: DAVID N. REAM Name: Title: C; ty ura„A~ APPROVED AS TO FORM: ~LO OSEPH W. ETECHER CITY Attorney Page 2 of 2 4463716002 rev 3-29-07.doc mev Slerk of the Council ADDENDUM TO EQUIPMENT LEASE AGREEMENT THIS ADDENDUM TO EQUIPMENT LEASE AGREEMENT is made MARCH 23, 2007, by and between, SANTA ANA, CITY OF, as Lessee, and DANKA OFFICE IMAGING COMPANY dba DANKA FINANCIAL SERVICES, as Lessor. BACKGROUND A. By that certain Equipment Lease Agreement, 4463716-002 dated , 2007, by and between Lessor and Lessee, Lessor has agreed to extend financing to Lessee upon and subject to the terms and conditions set forth in the Equipment Lease Agreement ("Lease"). B. Lessor and Lessee desire to amend the terms and conditions of the Lease, upon and subject to the terms and conditions of this Addendum. C. All capitalized terms not otherwise defined herein will have the meanings set forth in the Lease. NOW, THEREFORE, in consideration of good and vaiuable consideration, the parties intending to be legally bound agree as follows: 1. EFFECT OF HANDWRITTEN CHANGES. The Parties to the Lease acknowledge and agree that none of the hand-written (or typed, as the case may be) additions or deletions to the text of the terms and conditions of the Lease shall be enforceable. Each of the provisions in the Lease, as originally pre-printed on the front andlor back (or Pages 1 andlor 2) of the Lease, shall remain in full force and effect, except to the extent expressly set forth herein. 2. RENT. The third to last sentence of Section 3 of the Lease which reads "You authorize us to change the Rent by not more than 15% due to changes in the Equipment configuration which may occur prior to our acceptance of this Lease" shall be deleted in its entirety. 3. INSURANCE. Section 13 of the Lease shall be deleted in its entirety and replaced with the following: "13. INSURANCE. You agree to either (a) self-insure against (i) all risks of physical loss or damage to the Equipment for its full replacement vaiue, and (ii) personal injury and damage caused by the Equipment; or (b) keep the Equipment insured against all risks of physical loss or damage for its full replacement value, naming us as loss payee; and maintain public liability insurance for both personal injury and property damage for not less than $300,000 per occurrence, naming us as additional insured. If at any time we determine that you no longer meet our self-insurance requirements, we will notify you and you will, within thirty (30) days of receipt of such notice, provide us with evidence of insurance coverage as specified in subsection (b) of this Section 9." 4. The last two sentences of the second paragraph, located just above the signature lines on Page 2 (or the back) of the Lease, shall be amended to read as follows: "THIS LEASE WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA. YOU AGREE TO THE JURISDICTION AND VENUE OF FEDERAL AND STATE COURTS IN ORANGE COUNTY, CALIFORNIA." 5. EFFECTIVE DATE. This Addendum is executed to be effective the same day as the Lease, and is incorporated into and made a part of the Lease. Page 1 of2 4463716002.doc mev 6. EFFECT OF ADDENDUM. All terms and conditions of the Lease not expressly modified hereby remain in full force and are hereby ratified by the parties. IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this Lease on the dates set forth below but as of the date first set forth above. SANTA ANA, CITY OF By: {lfi; f2~ DANKA OFFICE IMAGING COMPANY dba DANKA FINANCIAL SERVICES By: Name: Name: Title: Title: Date: Date: ATTEST: PATRICIA E. HEA Y Clerk of the Council APPROVED AS TO FORM ~AA~~ f/ Laura Stitt Sho dy Assistant City Attorney 4463716002.doc mev Page L of 2 .- EOUIPMENT MAINTENANCE TERMS 1;\ Eauinment Maintenance Ontions. A. _.~ Digital Advantage Service Option. Provides Basic Maintenance service during the hours of 8:00 a,m. through 5:00 p.m., Monday througb Friday, local . excluding Danka observed holidays. Basic Maintenance is defined as that level of maintenance necessary to maintain equipment operation in Donnal operating condition, including parts replacement and preventative maintenance. Consumable Supplies (except paper and staples) are included. In addition to Basic Maintenance, this option offers the following benefits: 1) Line conditioner - Power surge boxes, and 2) Remote meter capture, and 3) Unlimited access to Danks's Digital Solution Center, and 4) Price stability for Initial Term. B. X Digital Standard Service Option. Provides Basic Maintenance service during the hours of 8:00 a.m. through 5:00 p.m., Monday through Friday, local time, excluding Danka observed holidays. Basic Maintenance is defined as that level of maintenance necessary to maintain equipment operation in normal operating condition. including parts replacement and preventative maintenance. Consumable Supplies (excluding paper and staples) are included. This option is subject to an annual price escalation of up to eight percent (8%). Customer agrees to provide Danica with accurate and timely meter readings at the end of each billing period by the means specified by Danka. Customer is solely responsible for providing line conditioners and power surge protection. C. DJgital Maintenance Option. Provides Basic Maintenance service during the hours of8:00 a.m. through 5:00 p.m., Monday through Friday, local tine, excluding Danka observed holidays. Basic Maintenance is defined as that level of maintenance necessary to maintain equipment operation in noniuU operating condition, including parts replacement and preventative maintenance. This option does not include any Consumable Supplies and is subject to an annual price escalation of up to eight percent (8%). Customer agrees to provide Danka with accurate and timely meter readings at the end of each billing period by the means specified by Danka. Customer is solely responsible for providing line conditioners and power surge protection. The follow#ng terms apply to A/I Maintenance Options: 1) Preconditions. Equipment not newly purchased from Danka must be in good condition on the commencement date of Danica Maintenance and in the event such equipment requires remedial maintenance or reconditioning prior to commencement or at any time during the tenn of this Agreement, Customer will be billed for such service. Hardware systems must be installed and operated accnrding to manufacturer's space, electrical and environn:aental specifications and software installed in accordance with compatibility and backup requirements. Customer is solely responsible for perfonning normal operator functions, system backups, virus scans, and network security. Danka Mainteoaoce does not include troubleshooting of additional hardware or software placements after the commencement date and Customer changes, alterations or attachments may require a change in fees. 2) Electrical Requirements. Customer must provide AC outlets with appropriate voltage as specified by the manufacturer. AC outlets should reside on dedicated circuits to prevent brownouts and damage to internal components of interface and multifunction devises. Danka is not liable for electrical work or conditions arising from electrical circuitry external to the equipment or for equipment line cords. 3) Limitations. In the event Danks can no longer provide Maintenance, Danka may tenninate Maintenance with thirty (30) days prior written notice. Interconnected and co~located equipment must be covered under the same type ofDanlca Maintenance plan. Danica Maintenance plans expressly excludes service requirements 85 the result of equipment abuse, neglect, excessive use, failure to maintain proper electrical or environmental conditions, use of incompatible supplies and/or maintenance required due to equipment relocation by anyone other than Danka ort its authorized representative. Any service provided as the result of these conditions will be performed for an additional fee, 4) Billing. Danka wiD invoice Customer for Maintenance at the rates and intervals set forth on the applicB.ble rate sheet. Monthly invoicing may be elected for an additional monthly fee oUt5.00. Digital Standard and Digital Maintenance Only options are subject to an annual rate escalator ofup to eight percent (8%). 5) Term & Termination. The Initial Term of this Agreement shall be as set forth on the applicable rate sheet. Following the expiration of the Initial Term, unless renewed by the parties in writing or terminated with thirty (30) days advance written notice by either party, Danka will continue to provide maintenance on a monthly basis until either party terminates this Agreement upon thirty (30) days written notice to the other Party. Digital Advantage renewal rates will be as set forth herein and Digital Standard and Digital Service Only rates will be at the then current rates. In the event Danica terminates this Agreement due to uncured Customer breach or if Customer elects to terminate Danka Maintenance prior to the expiration of the Initial Term without cause, Customer will be responsible for the payment of early termination charges which shall be calculated as the average of the three (3) most recent billing periods multiplied by the total remaining billing periods divided by two (2). 6) Reconditioning. In the event that equipment is in need nfreconditioning such that Basic Maintenance cannot keep equipment in satisfactory operating condition, Danks will submit a cost estimate of needed repairs, which will be in addition to ordinary Maintenance charges. If Customer does not authorize such repairs, DanIca may elect to tenninate this Agreement and provide Maintenance on a cost~per~catI basis at the then currcot rates. 7) LIMITATIONS. DANKA WlLLNOTBE RESPONSffiLE FOR LOSS OR DAMAGE RESULTING FROM ANY DATA LOSS, VIRUS,AND/OR NlITWORKSECURITY ISSUES WHICH AFFECTS CUSTOMER HARDWARE OR SOF1WARE. DANKA WILL, AT CUSTOMER'S SOLE EXPENSE, MAKE A V AIIABLE BACKUP, RESTORATION, ANTI-VJRUS OR NETWORK SECURITY HARDW ARElSOFTW ARE BUT MAKES NO WARRANTIES IN RELATION TIlERETO. 4 " Amendment to Master Agreement This Amendment is made this 23rd day of March to the Master Agreement ("Agreement") between Danka Office Imaging Compaoy ("Danka") with offices at 11101 Roosevelt Boulevard, S1. Petersburg, FL 33716 aod City of Saota Ana ("Customer") with offices at 200 Civic Center Plaza, Room 429, Saota Ana, CA 92702. The Parties agree to modify the terms of the Agreement as set forth below. EOUlPMENT MAINTENANCE TERMS Section 3. Limitations. The first sentenCe is deleted. Section 6. Reconditioning. The entire section is deleted. Add Section 8. Replacement Commitment. In the event, Danka fails to maintain equipment to operate within maoufacturers specifications aod such failure is not the result of aoy ofthe incidents of maintenaoce exclusions set forth in Section 3, aod providing Customer is in compliaoce with its material obligations hereunder, Danka will replace the malfunctioning unit with a like unit in age, capacity aod functionality. ACKNOWLEDGMENT, the Parties signify their intent to be bound by the terms of this Amendment aod the remalning terms of the Agreement by their signature below. CIT;C2J1/t_ Signature Date DANKA OFFICE IMAGING COMPANY Signature Date Printed Name Title Printed Name Title / APPROVED AS TO FORM ~~o~ aura Stitt Sheedy Assistant City Attorney . ..... ";\0:: ,,.-~~. . ":,,,' .', , },;,A,qoRD~CERTIFICATE OF L1.~BlL.ITY INSURANCE I DA;jk~r;,~ .~ ~OOOCE.. . Sen.l* 100185 THIS GERTI~ICATE IS ISSU~D AS A MATT~R OF INI'ORMATION . ONLY AND CONFERS NO RIGHTS UPON THE CERTIFlCATE ,". . ,Wiws COMOOH HOLO~R, THIS CERTIFICATE DOES. NOT AME~D:, EXTEND' OR ;, ;1 'FAMPA. Fl.DRlOA AI TEl'! THE COV~GE AFFORDED BY THE PDU(;IES' BELOW, '.: i: ,127IG22-2379 (CORPORATE lUSt:: MaTI ;;~ 1.: 1 :,~. IN&URERS A1'rORDING COVERAGE ..SURf. ^' ZURICH AMERICAN INSUR/lNf;:E COMPANY ".""...: AMERICAN GUAIlANTEE AND LlA81L1TY INS, N-'lClIl .::~~,., h [: ';::" DA~KA BUSINESSSYSri:MS F'LC 'I',' ' ,11101 ROOSl;VELT BLVD. .', \ " 5T, PETEIISBURG, FL 33716 ...r'" ". ~ ^ f';';' ,'.: ,: INSURlilil:i: j~t "II!!:~"" ~ ' ~ y~~~. ... ~\ :({,1li1ErotlCri;s Q F IN$\IlWie~ V$T~" .0l0W HAVE aEEN I_EO TO THE INSUROD NAMED ABOVE FOR T"6 POLICY .BRIOD ..C>~T~D, NO'lWITHSTANOlNG '!:!r($" .JlNV~EdWREMENT;T6RMoRCONorrION OFANYCONTRACTOROT)tP DOCUMENTWITH "eSPfCTTO WHIGHTHI$ ~e~TIFleATE MAY IE I$$VeQ on ',~ ,;, ,M,I;Yl'eI!J';", THE I'ISUIWICE AFFORDED BY'lI1E PDUCES DESCRIBEO HIiRilN 1$ SUBJECT TO 1-1.I. THE 1E~M$, OXCLUSIONS AND CONDITIONS OF SUCH ....;1. i...I'O....UCI8l'i AOOREGATI: LIMn'S SI'iOWN tMY HA'Ili IlEEN REDUCED IV PAlo CVJM!J,~ ' .~:-: _:i m\ ~~-, .: Tl'P1i"F iN$\lfWt1)l POL.Je't MUIBn. ' . f"~~CV BPP'Ii ~II:"" I!XPlltl.T10N UMlnii "7 . ,~-"r.:~:.:'., .~-:> ~MLUAaIU1Y '" RACHoeeuRAENCE" ;l,~~",:.'. P;::~U~l;:lALGI!NI<RA1..LIAE!\t.I1V ~1fi~1J ~\ :I -:f ;;. ,:. . . IC-,....S..~ D~cu. YO!>. I!~_mriaial S '},:I" n............. """""" """" :f PEP.9~L&A[)IfINJl.MY s C31NEPV\L~E4A-" $: pRODUCTS .ccupx..A.OO: S INSURlR c: II't$Uf\ffCDi ", . ,~^""""~....-r^.~_ l I POle.' I I'~~. I 'ILOC ; ~NDIIUI Ll;A8dJrY 'IA,' . X AN\'","" '~ - _ Au.OWN!;.D.,I,UTCIS _SCHEDUlED o"lUlQi [ .. ~ HIFU:CAt.I'TCJa . !; HONCMtED 1\l11tl. "Ii' BAP2938!4~6 ALL STATES 031311C6 03J311O~: COMS1NIiO SINGLE LIMIT . .(l!!alll:dd.n) 2,000,000 ' I f( 'j'[ . :Mq, ~ELMIIUTY J~ . ,_ _ ,': ~N:N AUTO ". l~ ~, ~Mli!LL.\ UAIIlUTY '!hB ' ,Zf~. 0 ClAlMS """E ;~i' =1: i~;-. ,'. . ;O~cmEP.i ~:~,:." ", :R~N,. :* i : :~'/;~!U..nDHAtlD ',jA; ,~<JASlJT ' . i.'~ '.} '~,Hl'f';p. :riof!iRmofJF'~R'tNEAlEX'!:C1111YE ;~':.",- ';~EM'ERexa.UC€01 ' ;';" " ':-'............ ' fii " ~"CMS"""'OI'" .~~' OlHER . l VBD AS 1'0 t'OllM AI'P'R iV) ( './~ ~ p ~~, -au .. ".., , ..' stant citY !'l.tto!ll~~ f pst. ilOQll'V INJURY . (P...p....-.,J Bt'OILV!M..lURY . jPerllOGN" li'",,::.~r'" I AUTOOHlV.IiA~NT I u.~c f AGG . Q1HER THAN AUTO Qta... EACH~'"".- . MC;IlI;"'" 5 000,000 WC2938541.oe WC293S542-W 03131/06 03hl1107 . . I S , . ~:m: I!LI!!!ACHJ.CCICEMT $; ELC~5l5E.E~ FMP~ $ E~D1SEASE~~oWOVt.lMrr S '. AUC5345376-01 03i:l1 ioe PM 1107 1.000.000 , 000 000 1.000,000 ;f~ ;~ JJ.~rp1IONOf'OPeRlo~SlI.CKiATIONSIVIHI~MADDlDIVI~IMENTJ!I'EClAL'ROWD.ON9 ;!i~; TtlE.l::ff'I' O'F SANTA ANA, IT'S OFFICERS, EMPLOYEES..AGENTS, AND REPRESENTATIVE ARE NAMl;l:l AS ADDITIONAL INSURED. . 'fJ' WITI'l,RESPECTTOTHE exCESSIUMBRELLA LIABILITY COVERAGE AS REQuiRI;O BYWRITTEN CONTRACT aUT LIMITED TO THE .. ~ ~~~~:. OFTHE ,INSURED UNDER SAID cONTRACT, AND A~WAYS SUBJ!lCT TO THE POLICY TERMS. CONDITIONS AND. .:~;f; " ~l; ~~j ~~HOLDER ~~,~ ~ : ;,:_' . . )~ - ;>!.f :!i~ ;~~~ ':.(:.:> :~t~~ : I . '~Ca~TION . " 5JiOUl.DiN'f.Qf"THE MOVIi C)UI;RlIllI5D PCUCI!$IE ~;L1.EOI!EFOA.I'ftCI!XP'ftA"1ON ""ifE MREDI'.1>li ""lHl NOU"",, Will aroE..VG1lO MAIL~YS~' NOTIOIt TOTHE ~TIFlf:A.T; HOLDER NANED TOM. LiFT.IILn' /FAl1..lJRETOCC) SOSHALl. IIlP'CSE NO OBt~ncm OR LQUlY Of ^~ KINe upOK'tHE l~lJAER. rrs ACINT.! 'o~ ~ IU!PR~,,",ATMiS. Aunu~RimP I\E~RUI!N!'AnV,E ,~qI,~ . .. ...; i:rTY 01' SANTA ANA :ATIN; PURCHASING D!lPT, . : 20 CiVlCC'ENTER PLAZA , BANT'" P<NA. CA 92701-4010 , ' eACORD CORPORATlON 1988 ,,) ~.::~/" S;..:;,....~..,.....: ')-",-~. ~N~ ~lN~S ~O AlrJ . r~:i!.rt. ..:\<, !":',' ,".\ ifJ'fl""~_ i:'I,: ' P,! ':~MAR:S'H' ....., ,," ,'-' ~. iPRQDI1~2R' ' :,. .., . ,;,;' '" Mmh USA. lno, ;:~:i' 1!1SSA\el'lLle Of ~I'\e Amerteal .'.1)1 :,,:, ,~~""'ork; NY 101?36 ';' :' AlimN...Y....OOf1ll@M.llIh.com ;~:t ' :;\.., -.~-4W7.. ):" :1KStJ.RU -"" . ',,' , ' 'DN'KAeU$JNUS SYSTEMS PlC J: ~ . ",~'mI; Al.I$O!l F. wea~R ,_ i' - fH6f'rlOOSEVEl T BLVD. _ CgOP,,"Y !Jt i: ST. Pe1"eRSBURG. FL ::13716 C ":1~ ~ ,. COUPANY ,"ii"', 0 \I~ ;Co~!iI\~L;>'i"'!;'_'<:;;J'!M6i!rti5~ti.'~iiP~~~_.:~'fil~,*~:a1iy:~rj'io~slY 1..u~a".'iil1iClii~f~,lI-.ei>>il~ il.riilQ,riQ~ ~;,ji1N' --- , 2' ,': ':;r;' ',' '.~ 1& 10: c::enlPY1HI\T POLICIES OF IN5UAMICE CIIi6CR8Ec) HERilH ""Vi liEN IiiISU!:D TO THe IH&URIi!l) fllMt&.l) N5:RllH FOR '!He. I'Ol.ICY P'RIOO 1N00CAn;c. ~~ r ijQYW1YJ:iriNtaHG 1tiJ,'( I\EWI\IMGNT, T&RM Of!: CQNQlTlQHQF ANV OONTRACT DR O'I'H~ft OOCUMENT WITH: ReSPI<QTTO WHIOH lHE cmTI~C4TE w.y II! I$$ueo OIIt.MAY ",-.rl : ,PiRl');IJ4. THE IHSUR.'JlCE ....FRJR~D BY '!"HE. POt.IOlEt o;SCRtam I<I!;'RI;;:IN & &UDJI:CTlO ALL 1HE TEAr.lS. CCWDl11QNS AND UCLUKlNS ~ SuCH POI.ICIES. A(;GRE(~:Te .f.j':. UUlJi;'SH~to!',""YHA'IIEII!tNRIDUCI!!DIIYIlAlOCLAlMS, ,- , l {~' POUClY EFI'RClTlVE pauc.... .mllA"I'IOFll UMlT. ';t~.~;fl TV'. tI '1IIIURANe! POLI~V Nuygra ,DATI: I."DM'Y1 DATE (MIlIIDDNY) !f,~ '3~106 '~I ;;~ ~:~, "1tIIW..,UUIL.ITT PMI G22079451 0.;11.;11 Quu:J1 07 . :os ' X CONMERClAL GlNIIW. LJ.l.1UTY '1' Ivl :~(': ~s MADE' '~ OCCUR D'WN".I!:ltSlt ClJN'l'l'CA01'Or'ROT r '" "'~:' If,;, "'., ;!j:, ~~: j' ;;~;' , ,;~!; '~ .1$- :.:t.~ ,:,. jliY' .~!; ~ .,~;;: ';.!~':,-' ,-, )..,' ~r .," ,}' . ."",:..,. 'l,<'-", :-" ': ~;;'J~~.:t.'_:...C,"i!Y':~;\1:i.';:'.rtiS:i: ",_';r,';'J' "";~l"1'~."',,"i.~';Y!~;;',: :;;.".;."i'-"'~ ~",',J,:.',' -', ' ~. ,. . . > "'\iO,E.~ml:F,:I'~~!,9:1~E~t~t~PJ~;~~~!?j':' ~~f1m. ....... '. ' ..' .-' ,~ 1)11$ (;E~'nFr4ATE 1$ JUU&D A$ A MATTER. OF INFOkMATICN C1ll,.Y "NO CDNFERS . IJO RIl)ltrC UPON TMIt CIRTlflC.o.Ti MOLDER OTHeR THAN TMOn JlItDIIIDID III THf . ,rOLIGY. 1ttl/:j Gfllnrl;ATI.IilIilC3 NGT N1CND,li/lTUP RfI. ALT.iR Trl& O~VCM;:I AFflJRDEIlI aT 'tHE POI.l(:ln-ouo~'JI'ft UIOIm", COMPANIES APFOROlNG C Vi - lli "('-',.; :.;~'<, .'~' '" .";" ,,'" Fox 21 Z-8""'-O:;OO CCWIIJANY A ILLINOIS UNION INSUFlANCE COMPANY ~OMPAN't e H/A .X otNE~.A~..Q<" PROOUCTS.CQMP A PiRSONAL.il lorN l/IIJUAY "^CtJ OCCU~~ENCE FRIO ""MAGI! All elM In MEOEXP 0I'Ifl an $ $ $ S $ $ S 2.000.000 2.000.000 1,000.000 1.000.000 A1l101I08IL! l.:W1UtY NN AIITO AiLoWNEDAUTOS ':SCHEDLJL.i::DAlJ1OS "-~ 'NQN:OWNED AU~ COMbiNED SINGLE LIMIT 6C~"'INJUR'" IP.rf~!l'!) GODtL.'1I~JtJR.V (FIlrlCCld8ll0 s s s $ ,~"i:fl:','~\~~:~'~~7~:')~;:'-~::"~;~ :~':;' -: .,'Pf\(lf'.,1I'CAi PAA.lNE~lITNE omCERs: AIU!: TOO'( uP! mI CF< ~:ti~:';~';~:~~~?}..;':~Ui;,:~~ E,L EACM -'CCIDIlNT $ El. OISi!/.I5coPOLlCY L.IMIT $I EL ,DI9EA!1E-EAOH EMPLO'rIl!! I INC' EXC. GO'd 6~:91 La, 6G J'eW 171769L17917U:X'e.:1 ~N~ ~lN~S .:10 AllJ l ,'c :fi;::' ..,;, ',..: $r;l": :,;W".,: ,',. ... .9~, '&,ue~~Of'o:,.mu..'tIa..SJLO :TIONSJWlMle:Lltl"RCI"L~g8 . , . ',' .' '~~ ": :cn::imr SANTA ANA,-ns OFFICERS. EMPLOYEES. AGENifSANOREPRESeNTATI\IESARi NAMED AS ADDITIONAL INSURED WfTH RES~~CT ;'<-l'" - ilHE.GENERAL LIASILITY COYeAAGE AS REQUIRED BV WRITTEN CONTRACT BUT LIMI~O TO THE OPERATIONS OF THE INSURED UNDER' ;il\! .~lfliC~~. ANO fJJ:.WAYS SUBJI!CTlOTHE POLICY TERMS. CONDIllONS AND EXCLUSIONS. ' ~~ ~~~;~~~!l!3l~~;;;W':'~t'!.:",:,-,? "':-';j,:l:':ff~';'lF::ll';,s~ijtj'ytjlii,~~~~~~,~~~e.~l':~;i;;:?;,r' -. ""., -,:>S:""" " _,_,__~.~_-~;.._j-' 1H01.\DM'ft;lTlC.f'OI.ICIiZI~l!QrtIft!n DIi~f!IE'f"OfU:,TI'Il!!l1Ii"lfllI./l,~~IE~, -oj ,f) -.,.el\ ~ CCOJII'\II4& WILL ~V(lR 1D MAlL --3Q. DAYS WMTE~ NOTlCIi_ TO lM& .t1l; :CliyjafSflniaAn& . oyEJ:) AS 10' , t:&RTFtC&Tt"CUelUIAMElHIEREIN.BUTFALIAl:ETQMM$UQHHQ1ICE.aw.LMPWENOClllolMi'llOrfiWlft I, ~~~,,,...,, ..:~, ;~=--:=-~.=..~... ~k~;~7~t,~;~f;~~j0; i!J~~T:~;~ii~~tit:i?;'~:;; _:~fp.~;'~~~',631DeJo7 "RoPE~ DAMAGE :;''9,~MHu.....1tt! AN"I"Aum AUTO ONLY. ~ACOIDfNT O'ttIEA '!'Wi AU'fl>~"~" :-.,u:~t.IA'IU1l' "'.Ai DINT S $ s I S EACH oeeUItM~CIl .....~IWI___ ~'nWi UU8~L1A ~M MCO IIU NAN ~:rGR$"UAIILITt, ' AGmt;GATl! .~,?'..: r,:,., >{)'i' 10 ~~; ~J:~/ ,"e; ~~(' l' \";(; . ~: -', , .t}{, .~~< .~r\ , ~ ~~ ~.. <::'. 'r:, 1" ~: l ... . ~- ~ .j'. " ~", f r ~i .. }~~F~" :~~ ;fi.L .:~~;~ ' .,t .' : .~~i ~ ~ ";' ":" ~j~~;,;:. it.. -,,~.. .:i!~K "1 ~~_~' '(._~;;:! ;~(.: ...,<:"." ~'. .if.' ! ,'.', ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION ..~Itltdfed . ;: ~ka Busin$'s Systems PLC .....:'-_......- ..PM' G22079451 , . ._- . ...i'~SIlIed..'~oIaw..a~ .::Ii\!nOisUnIon l....uran"".Company '~_VlGpIiIll;:(lU'Idlct'. Tr.t... ,r"il'l~"""'nn.tiot'I_\of,6M En~~ HvmHr 2 UCl;ita 0.. fJf EI:Idv",,_L oo~ 112005 PoI"""",OO 0313112000 to 03I31120()7 __cMf\ll\aft._I'IlIerMfl*lllslllSL.- I.lXlMQLIBntlD jiijpatiI&l;nVf"~, THIS ENDORSEMENTCKA-NGES THEPOUCY. PU!ASE READ IT CAREFULI.Y. Thl$ endorsement molflfillS Insurance provided under the followIng: CUSTOM GENERAlllABIUTY POLICY CASUALTYPRBIIlSES POLLUTION POLICY seHEOUU! . "NlIIlII af Additlonal.lnsured I'ers<>n(,,).or Ol'!l1inl""lIon(;.I: Any I'en;OQ or <>l1lalllDtlon whom y'lU IIave agJ1lfld tl).ln61U~ as.n tCldiliDnal insurvd ullll.... a written contract. . . (lnfonna1icr roqUll'od 1l> cOl1llllele ll'd> .Soh"".", W not mown .i;9w, ~ be olio"," In "'oDOdo_:) A. Saotioo II -WHO IS AN INSUREPi$ '!II~ 10 Irnllude as an ..ddhlonal insured !heperslln(.) or .' o'li""izalion(s)$hown In thl Sc:hCdvIe., but only wilhrt!Spllct 10 liability fm 'bodily inj~, "plWerty dam.ge' or 'perIlInlll ~adver1ising 1I1jury" ClIU5ed, In _ or .In part. by )'1)'" ads or omlslriOT1$ or !I1e acts or . omissiOns Of 1110", adingo" yoUI' bllbl.lI: 1, Inlho p8I'fcm1an06 ofyo\ll".ons<>lng oplll'lltions; or 2. In ""1lnoelb..wttil your prainis4& OlNned or rented 10 you. B; WllGlalllls endorsement SllPliw. Con~llTon 4: Oiherlnsuranee of Seolion rJ - m'INDITICmS. is amen<led to . incJudelhe.loI1owing: 1. 1li~ IIl$UNll1cc eppliel; _.,Ufthe "Selflnsurecl RetenHorr, llnd.if; " My lIddilionsl insulIlld under this policy has other li.b1l1ty' will"" DWli... fD a ~ __l>)Ill\ls pCIicy; and ..' b. . You n.ve ~jlically agreeclina .wrt1Wlconlrlld: e~uted priorfD the .kiH. that Ihl$ iI1$- . must b. primal)' I!l and nen,conl\1bUlory Mlh such other Insurance "",,ued .dir.clIy la ,",eh' . adllltioll81lnsured: then . . . ... ' , . thIS Ins~ Is pririiary 10 and n"~Ywllh .1ICh DlIIer.lru"..",,,,,_ 2. We Wfllolily~aY tMBmQIlI1\Drllleloss..ifany. thai exoeuls the 'Scl!.lnSureo:lRelePtion', .Aliolhlrf Ieml'. ""nditions andexGWsiOi'ls l'Gma1n.llnchanglld. --m~~ '_!>oO.~ . '.1I1'-13833ll(4r04) IncIud..~~l ~!!'!eS~""; 'nJ:.llfthUopermi,oioa. 171769L179171L:Xll.:J ~N~ ~lN~S .:JO AllJ . ,.', ';,:' \!,."-~ , nt~t8::H<'. ." io ~. .,." ,,'''lI"'I'' ~;:;k '. ': .:,: . ~)'{~ .J; '.: 'i:~~:'} f ' .,~ : :i11.?~ ";;::;"". :'."'." ';~' ? .' ,"{.. ,0" Marth 6, 2007 . . . City Qf Santa Ana ....' 20Civii: CeDterPlaza S8ntaAna, CA 92701-4101 Attn; . Purchllslng Department ". Dear Purchasi.ngDepartment: . . '. This. letter is to advise you tbat.nanka abides by laws whicb state the fQllQwing: ''CertiticateofinsuIance fomlS m~t be filed with and appnlved by the state. lIis'lira.~ re~ take !be position that tiled and approved fOrms may not be altm:dbyusers in anymllllnCl'." . :.. . . Like most compllllies. Danka U$cS on.iy llllllld.ard. approval foIIllS for Certificates of lMIrance. Your company's request to alter the fonn (such as 5~ out the trrni "endeavor " , to" m the .standard language of the Cancellation Block) is therefbre not possible dUe to legal '" '.': conStraints beycind Danka's control. '. y= troly, :"CJ,I/ . 'I~ . . I : ,Caro ~CJ" Kramer. MA .'. Risk. Analyst '. Field Suppon Office..St Petenlburg FL 727 ~22~2379, 727 622-3S271i1x ..www.dacka.com " caroleJaamer@danka.C<l1l1 . lliIIiMlmIl/l.m.niJ)~C11I 11101 a.:........_ :!lP~FL33716 . (721,1622.-4139 . . In 1'27)~m7 . -. . . \"r...,.j,:,~~; .-!ot.. ':>:o.,.i-, 170"d 017:91 LO. 6~ Jew ~N~ ~lN~S ~O A1IJ 171769L179171L:xe~