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Home My WebLink AboutC3 OFFICE SOLUTIONS - 2012 co(5 ter, City of Santa , a . r. Clerk of the Council ry AGREEMENT TERMINATION FORM 1 _COTC Office Use only i l Please complete this form when the attached agreement and all OITY Ci • amendments (if any) are no longer in effect. (- Return form to the Clerk of the Council Office (M-30). I Call 647-6520 if you have any questions. The agreement with C 3 OFf.rCc.— Sc cLL t- ,�,r f A No*4 -Z:J f j 2 `A Cb) was completed on / 3' /'S and final payment has been made. Z (List all amendments. Use space below if needed.) A-2.012 " 2 q C0 0) Department: (ems re-d Z- $ f_ti-ze-r S '414 - 1 Cu) Phone/Ext.: 1:),I.•U' .x s �"o 2 Signature: () _ / 1/ 1,6 %'/ Date: ) 2 -2 1' ' , Revised 08-23-10 A- 2012 -219 MANAGED PRINT SERVICES AGREEMENT -�" THIS AGREEMENT, made and entered into this 15`'' day of October, 2012 by and between C3 1 Office Solutions, a limited liability company, (hereinafter "Consultant "), and the City of Santa Ana, a L1 charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS © A. On June 18, 2012, the City, issued a Request for Proposals for managed print services. Q� B. Consultant submitted a Proposal to provide printers and copiers, supplies and maintenance to meet City's needs. C. Consultant represents that it is able and willing to provide such services to the City. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement t.� will be performed in compliance with such standards as may reasonably be expected from a professional contractor in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide Managed Print Services on a cost - per -click basis, for all multifunction office equipment provided by C3 Office Solutions and all City owned and operating multifunction devices and printers (excluding about 45 inkjet printers which is projected to be replaced by toner based printers or multifunction devices) including 1) full equipment service and maintenance for all printers and copiers; 2) provision of equipment, including delivery, installation, configuration, end -user training; and 3) provision of all operating supplies, including toner and cartridges, developer, fuser oil, rollers, print heads, drums, circuit boards, imaging units and staples. However, Consultant shall not be responsible to supply paper for any multi- function office equipment or printer. Said services shall be provided on the terms and conditions set forth in City's Request for Proposal 12 -033, dated June 18, 2012, and Consultant's responsive Proposal as set forth in Exhibit A, attached hereto and incorporated by this reference. 2. COMPENSATION a. Consultant's services will be compensated as follows: 1) For maintenance and supplies required to service approximately 500 City owned desktop printers, City will pay a monthly fee and an excess cost per image charge, as set forth in Consultant's Cost Per Image Agreement, attached hereto as Exhibit B -1, and incorporated by this reference; 2) For maintenance and supplies required to service City owned multi- function copiers, City will pay the cost per image charges as set forth in Consultant's Customer Care Maintenance Agreement, attached hereto s Exhibit B -2, and incorporated by this reference; 3) For the provision of the equipment, maintenance and supplies required to provide multi- function copiers on a lease basis, City will pay the lease charges, and a cost -per copy charge for excess images, as set forth in Consultant's Equipment Lease Agreement, attached hereto as Exhibit B -3, and incorporated by this reference. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing the copy charges incurred during the prior quarter, subject to City accounting procedures. Said invoice shall include meter readings provided for each machine, and a total image count for each quarter. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on November 1, 2012 and terminate on October 31, 2015, unless terminated earlier in accordance with Section 12, below. However, City's compensation obligations will commence when all equipment has been delivered and accepted. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 2 d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (l) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence or willful misconduct of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf in the performance of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 3 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 With courtesy copies to: and Santa Ana, CA 92702 -1988 Fax 714 - 647 -6956 Executive Director- Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M -17) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -5414 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714 - 647 -6515 To Consultant: C3 Office Solutions Tricia Sanchez 1565 McGaw, Suite C Irvine, California 92614 Fax 714 - 641 -2717 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty - four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. M 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any parties, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated 1) at the end of the contract as set forth by the terms and conditions of the lease and maintenance agreements, 2) by City with 30 days written notice for non - appropriation of funds, as set forth in the Master Lease Agreement, or 3) in the event Consultant fails to correct service deficiencies within a reasonable time after written notice of said deficiency. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By Laura Sheedy Assistant City Attorne RECOMMENDED FOR APPROVAL: �-t']C 1 FRANCISCO GUTIERREZ Executive Director — Finance & Management Services Agency J CITY OF SANTA ANA PAUL M. WALTERS City Manager CONSULTANT C3 OFFICE SOLUTIONS, LLC ymao';9w, - TRICIA SANCH EXHIBIT A SCOPE OF SERVICE A. INTRODUCTION The overall objective of this initiative is to provide managed print services for the City covering leased copiers, multifunction office equipment, printers, and full equipment maintenance on city owned and leased copiers and printers. The Consultant will provide supplies including but not limited to toner cartridges, print heads, drums, imaging units, etc. for all equipment included in the Managed Print Services agreement, as well as service calls covering parts and labor for all equipment included in the Managed Print Services agreement. Consultant will provide all supplies and service, except paper, to maintain and operate all equipment up to manufacturer's recommended level of performance. In addition, consultant service advice regarding copier and printer new acquisition will be offered upon request. All cost will be charged on a preferred quarterly billing schedule with discussion open for a monthly schedule. All equipment charges to be covered on a per click charge basis. The City's current 3 -year term leased copiers will run full term as set forth in Attachment 1, with ending dates as per signed lease. New copiers leased will fall under the terms and conditions of this Agreement. The following groups of office equipment cover the spectrum of equipment and services to be included in the MANAGED PRINT SERVICES agreement. Group A - Copiers /multifunction office equipment leased for a period of 3 -years including full maintenance and all supplies with OEM and /or re- manufactured toner cartridges. Billed on a per click base. Group B - Leasing large on -line printers, where applicable, including maintenance and supplies with OEM and /or re- manufactured toner cartridges. Billed on a per click base. Small volume printer may be purchased or leased as it benefits the City. Group C — Printers currently owned by the City managed with a maintenance contract covering service, parts and labor and OEM and /or re- manufactured toner cartridges. Billed on a per click base. Group D - Consultant service on department copier and printer requests covering recommendation on make, model and features as well as physical location. B. GENERAL SPECIFICATIONS 1. Consultant shall provide service, maintenance and supplies for all equipment as set forth in Consultant's Proposal, attached hereto as Attachment 2, and incorporated by this reference. 2. The Consultant shall be responsible to return any leased equipment at the end of the contract at its own expense. Disposal of said equipment will be properly documented and recorded for future reference. 7 2. All equipment shall be new copiers, multifunction digital office equipment and printers. 3. All copiers shall come standard with security overwrite protection that meets or exceeds Department of Defense Standard 5220.22 -M. Security protocols regarding hard drives or any copier provided must meet the following when moving, placing, replacing or exchanging units: a. Hard drive must be "re- formatted, removing all data in a manner that meets or exceeds Department of Defense standard 5220.22 -M. b. If re- installing the unit, it shall be done at no additional cost to the City. c. This procedure shall apply to all devices with a hard drive and /or the capability of storing data locally. d. This procedure shall apply to repair, maintenance, moves or new installations. e. Records shall be kept and provided to the City as requested demonstrating and attesting to these procedures being followed. C. FACTS AND DETAILS ON CITY EQUIPMENT AND SUPPLIES UNDER A MANAGED PRINT SERVICES PROGRAM PRINTERS LOCATED IN OFFICES THROUGHOUT THE CITY A. — City of Santa Ana including City Hall, Ross Annex, Library, Corporate Yard — Total of 268 Canon — 10 Sharp — 1 Epson — 5 Source Technology — 4 HP — 241 Toshiba — 1 Okidata — 1 Xerox — 5 B. — Police Department HP — 248 2. COPIERS LOCATED IN OFFICES THROUGHOUT THE CITY A. — Leased copiers — TOTAL of 39 Ricoh - 28 Canon — 10 Konica Minolta — 1 B. — Copiers owned by City — TOTAL of 22 Canon — 10 Sharp — 3 Toshiba — 2 Konica Minolta - 7 3. TONER CARTRIDGES and PRINTHEADS ORDERED FOR PRINTERS for a 6 -month period ending 10 -21 -11 A. Total cost of $70,824.46 spent for OEM cartridges, & print heads B. A total of 514 toner cartridges /printheads purchased ATTACHMENT 1 List of leased copiers scheduled for termination of lease in 2012 and unit returned to vendor if leased. Each unit is scheduled for replacement with a new copier and or multifunction machine under a new 3 -year lease agreement with total cost based on a per click cost base. Replacement unit to be selected by assessment of print demands of requesting department. List states current leased copier in use and departments stated copier features for new machine. All copiers should be standard A3 copiers Replace 2 Ricoh Aficio MPC4000 — Leased and will be returned to Ricoh • Both color - Quote as 40 -45cpm • Both networked with print, scan and fax option • Both with standard stapling finisher with hole punch unit • Both with automatic document feeder • Both with minimum 4 paper supply drawers • Both with data overwrite security Replace 2 Ricoh Aficio MP5000 — Leased and will be returned to Ricoh • Both black and white - Quote as 50 -55cpm • Both networked with print, scan and fax option • Both with Bate Stamping option (if possible) • Both with standard stapling finisher • Both with automatic document feeder • Both with minimum 4 paper supply drawers • Both with data overwrite security Replace 2 each Ricoh Aficio MPC2550 — Leased and will be returned to Ricoh • Both color - Quote as 20 -25cpm • Both networked with print and scan option — no fax • Both with standard stapling finisher • Both with automatic document feeder • Both with minimum 4 paper supply drawers • Both with data overwrite security Replace 2 each Ricoh Aficio MPC5000 — Leased and will be returned to Ricoh • Both color - Quote as 50 -55cpm • Both networked with print and scan option — no fax • Both standard stapling finisher with hole punch unit • Both with automatic document feeder • Both with minimum 4 paper supply drawers • Both with data overwrite security Replace 1 each Ricoh PRO906EX * - Leased and will be returned to Ricoh • Black and white - Quote as 90 -95cpm • Networked with print and scan only — no fax 9 • Standard stapling finisher with hole punch unit • Automatic document feeder • Minimum 4 paper supply drawers with additional large capacity tray • Data overwrite security *This copier is for PD. If possible, they have requested a copier that has some type of working space on top. Replace 1 each Toshiba ES350 — Owned by City • Quote as 30 -35cpm • Please quote for black and white and color separately • Networked with print and scan only — no fax (if possible, would like to scan in color if they get a b/w machine) • Standard stapling finisher • Automatic document feeder • Minimum 4 paper supply drawers with additional large capacity tray • Data overwrite security Replace 1 each Canon IR400 — Owned by City • Color - Quote as 40 -45cpm • Networked with print, scan and fax option • Standard stapling finisher • Automatic document feeder • Minimum 4 paper supply drawers • Data overwrite security Replace 1 Canon IR6000 — Owned by City • Black and white - Quote as 60 -65cpm • Stand alone copier, no networking necessary • Standard stapling finisher • Automatic document feeder • Minimum 4 paper supply drawers • Data overwrite security Replace 1 Canon Image Class 2210 — Owned by City • Color - Quote as 20 -25cpm • Networked with print, scan and fax option • Standard stapling finisher • Automatic document feeder • Minimum 4 paper supply drawers • Data overwrite security Replace 1 Konica Minolta EP5000 — Owned by City • Black and white - Quote as 50 -55cpm • Networked with print, scan and fax option • Standard stapling finisher • Automatic document feeder • Minimum 4 paper supply drawers • Data overwrite security 10 ATTACHMENT 2 CONSULTANT'S PROPOSAL 11 0 OfficeSolutlons D. C3 Service Capabilities 1. C3 has experience with Government Accounts, a. The City of Santa Ana had a "Pilot Program" for Managed Print Services with our Company from June 1St 2011 to June 30th 2012. The pilot was successful. b. In addition, C3 just won a 3 year bid with the County of Orange Representing Canon and Sharp products. We just completed our first installation of 12 MFP'S . at the County Clerk Recorder's office. The Clerk Recorder intends to migrate the print volume from their 100 HP printers to the new MFP's. c, The City of Newport Beach has standardized on C3. The City is moving to their new City Hall in December and will be installing all new MFP's, We worked with their IT staff to meet different department requirements and made sure the scan- ners worked with their Document Management System, The Police Department and City Hall will have different manufactured MFP's (Canons and Sharps) based on unique requirements. d. Cal State Fullerton is a current customer and has recently purchase scanners, Sharp Interactive Touch - screens and monitors. e. Olive Crest is a non -profit organization in Santa Ana and is a current customer. C3 placed 30 new Sharp MFP's at a cost savings by migrating the HP print vol- . ume to more cost effective devices. 2, C'l is Y, actory authorized'elealer for the %Xkyvoe of copiers and printers from shaw uSA, Canon USA, and HP. 3. All C3 technicians are factory trained and certified. 4. ' All service calls are directed to our service coordinator who is always available by phone in person. At no time will our customers be subjected to choosing voice recorded options or interacting with an automated phone system or be transferred overseas for, customer service. All calls are handled with a live person from our Irvine office. Initial service call will be logged. with details of the technical issue and 5 -digit equipment identification number (to identify equipment location and model information). At this point, a service ticket is created by our service coordinator and dispatched to one of our technicians. The assigned technician immediately receives the service work order on their smart phone and is required to call customer contact within 1 hour of the initial call to provide an ETA of onsite arrival. Technician will log the time that they spoke to the customer on their smart phone and the system will capture the time of this event. Technician then will arrive on site within 4 business hours of the initial service call and again will log this event with the time into our system. If the 4 hour response falls after hours, technician will arrive first thing the next morning based on customer's hours of operation. If the service call is for an urgent matter, service coordinator may ask upper management for an exception to prioritize the call, All service calls are attended to within 4 hours. Upon completion of the work, technician will close out the call on their smart phone and this to log notes in the system. If technician requires a part and does not have said part in their vehicle to ' address the issue, technician could ask another C3 staff member to deliver the part from our local warehouse or technician could drive to the warehouse to obtain part and return to complete the job. Technician may also reschedule for a follow up appointment. Tech - Proprietary and Confidential Page 19 CUfficeSoIutIons nician will provide ETA to customer in either case and record notes for any rescheduled appointment. Service reports are reviewed everyday to ensure our commitments to our customers have been met. If a given unit fails continuously, 2nd level specialists will be dispatched to address the issue and if the problem continues to persist, C3 will replace the device with another device with similar specifications and features. Performance of eve- ry one of our devices is reviewed on a monthly basis to Proactively address issues. Ser- vice reports will be shared with customer during scheduled account reviews for ongoing feedback. 5. C3 is committed to offering the Santa Ana PD optimum uptime. C3 will provide loaners onsite to address the need for down printers on Saturdays and Sundays. When a loaner is used to replace a down printer, Santa Ana PD will notify C3 of this event and C3 will send a technician to repair the down printer during normal business hours. Once the printer is repaired, the loaner will be put back into loaner status. C3 in collaboration with Santa Ana P.D. will assess the quantity and model types of the loaners. 6. First time fix is approximately 87.6 % for copiers and 83.3% for printers. 7. C3 uses only OEM parts and supplies for all our Sharp and Canon MFP's. All of the Sharp and Canon supplies and parts are included in the Service Agreement. HP printers may use supplies by LML,(newly manufactured compatibles not refills). LMI compatible supplies were successfully�used during the Pilot Program with the City of Santa Ana. C3 will provide full warranty of all parts and supplies and guarantee our workmanship, 8. C3 keeps inventory of replacement parts in our local warehouse. HP - 64 different mod- els, Canon - 37 different models, Sharp - 29 different models. In addition, we have over 70 different resources to acquire parts'frgm. 9. C3 will offer a loaner if the City is down for more than one day with similar capabilities and features. 10. Preventive Maintenance is pre - scheduled by C3 based on manufacturer's recommenda- tions and may be scheduled at a mutually acceptable time. 11, For emergencies or urgent matter - C3 is local and can easily hand deliver toner from our warehouse. These services will be included in our basic pricing and there will not be any additional costs. In addition, C3 will provide additional toners to have on hand for such emergencies, 12. C3 has always received glowing reviews for training end -users and providing ongoing support. We know well trained users request fewer service calls, C3 will provide videos and user manuals which can be accessed 24 hours per day to supplement in- person train - ings. C3 will provide as much support as necessary to maximize utilization of the devic- es. 13. Our analysts will configure all features of the copiers and MFP's, including but not Em- ited to copying, faxing, network printing, all available forms of scanning, and integration with back end office solutions. These services are all inclusive in our bid pricing. 14. C3 would like to invite City personnel to our showrooms to see a demonstration of fea- tures and benefits. C3 is also willing to provide trials to help assess real life performance in the actual working environment. 15. C3 will not sub - contract any work to any other vendor. Proprietary and Confidential Page 110 (j3 OfilceSolutions - :eMn3<aHemb lnitl YCV 16, Tricia Sanchez is your Account Manager and she has no plans to retire for at least another 10 years. We hire very experienced service technicians that share our company vision and are well paid and happy employees. As we dedicate our most experienced and loyal account managers and service technicians, we expect to deliver consistent performance with familiar faces who will intimately understand the needs of the City of Santa Ana. 17. As mentioned before, all Sharp and Canon equipment will only use OEM parts and sup- plies. If the City of Santa Ana requests OEM toners for the HP devices, C3 may accom- modate the request with a higher per -click charge as described in our proposal pricing. 18. C3 is an environmentally friendly company, By choosing C3, The City of Santa Ana will receive recycling services in which a box is provided with free freight to collect all your toners, regardless of manufacturer. Sharp has been awarded SmartWay's Excellence Award for the third consecutive time. Sharp products are energy star compliant and uses LED technology, uses low fusing temperature, and the faser is idle when not being used (which does not affect warm up times), These all contribute to lower energy usage and is the best in class compared to any other comparable product from another manufacturer. 19, Supplemental Information: C3 also offers sales and service for Interactive Digital Moni - tors, LED -LCD monitors, projectors, document management systems, document solution integration, facilities management, as well as business consulting. E. Software Retails C3 will use PageTrac as our Data Collection Agent (DCA) to monitor toner levels, meter counts, and device status to proactively manage the fleet of printers as well as connected multifunctional devices on the network. Data from locally c6lm- ected devices can also be collected, provided that the Local Print Agent application is installed on each computer connected to a local printer. C3 will use this same software that has been successfully tested during the Pilot MPS Program with The City of Santa Ana. Typically, triggers are set at 20% toner capacity to alert our staff of a toner replenishment order; however, C3 will set the threshold for toner orders to accommodate The City of Santa Ana's needs. 1. Yes, the City's Microsoft NT Network is compatible with all tracking features of our monitoring system. In addition to the information above, PageTrac operates on port 80, 21, or 443, as well as through a proxy server (as deemed necessary by the City of Santa Ana and S.A.P.D.'s network security) during client- specified time intervals. Your net- work requires no altercations or modifications to the existing security and upholds the in- tegrity of said networks. Data collection consists of page counts, device description (con- figuration) and device status and is collected via SNMP (Simple Network Management Protocol) and ICMP (Internet Control Message Protocol). Standalone workstation is not needed to run the Printer DCA monitoring service and discreetly runs in the background for end - users' convenience. 2. The Local Print Agent is used to collect information from local printing devices. The technology of the local device determines the information reported to the Local Print Agent (older, lower -end devices may report less information than newer, higher -end de- vices), but the Local Print Agent will attempt to collect manufacturer, device description, serial number, and meter reads. If for some reason, C3 is unable to collect the device me- ter reads from the Local Print Agent for billing purposes, C3 will provide the City of Proprietary and Confidential Page Ill 3 �i ®44eceSolutions Santa Ana with the option to either remove the device from the Managed Print Program and have us manage the printer from a Time & Materials standpoint, or C3 staff can manually pull the meters once a quarter to ensure billing accuracy. 3. C3 will attempt to find the path of least resistance and disruption by attempting to install the Local Print Agent for non - networked devices. Some printers however may be net- work ready and for those devices, C3 provides the best management of devices when they are networked and is captured by our Data Collection Agent, F. Billing and L2eports C3 will provide quarterly billings on a per click basis for both copiers and printers, in one single invoice. 1. Yes, C3 will accommodate quarterly billing and is open to any other schedule the City of Santa Ana requests, 2. Prices presented in this proposal will remain the same throughout the entire term of the agreement. Prices established in the continuing agreements may be adjusted due to infla- tion or changes in operating costs. C3 will submit any price adjustment 90 calendar days prior to the anniversary.of the 3 -year agreement and will be presented with all supporting documentation, as provided by the U.S. Department of Labor Consumer Price Index (CPI). C3 agrees that the published national CPI serves as the maximum amount that can be adjusted to the price and that the price adjustment is subject to the City of Santa Ana's approval. 3. C3 will allow the personnel from the,' City of Santa Ana to gain access to our fleet moni- toring system with full access to view mater and device status 24 hours. Whether the City chooses to engage in having full access or not, C3 will provide full reports associat- ed with the quarterly billing, including meter readings per device as well as the total click count for the quarter. 4. C3 will provide quarterly or semi - annual account reviews along with full reports from the Data Collection Agent to provide assessment of asset utilization. Should the City of San- ta Ana choose to meet with us to hear our recommendations on an ongoing basis, C3 will provide floor plans with device locations, average monthly volume per device, frequency of device failure, device downtime, and recommend changes as C3 sees appropriate to maximize return on investment and achieve higher productivity. The City is not obligat- ed to adhere to any of the recommendations. G. Leasing Financine 1. Yes, C3 is strategically partnered with several third party financing companies to provide lease financing including DLL, GE Captial, Leaf Financial, and US Bank, The City of Santa Ana may choose to pay C3 Office Solutions or make payments directly to the third party leasing company, Most billing questions and other questions related to the terms and conditions of any and all documents presented injunction with C3's agreements will be handled by C3 Office Solutions personnel and may be supported by third party per- sonnel, 2. Yes, C3 may choose to handle the lease in -house should it be the best option for all parties involved in the transaction, Proprietary and Confidential page 112 3 C O6VueOSolutions H. F'undine Out Clause 1. In the event that sufficient budgeted funds are not available for a new fiscal period, C3 and any third party financing company will agree to terminate the contract on the last day of the fiscal period in which the City has notified C3 of such occurance. a. C3 agrees to the statement from the above section H.1. II, Pricing C3 will provide a monthly fixed cost that will include a monthly allowance as stated in the Pricing portion of this proposal and includes the cost of the equipment, configuration, all inclusive maintenance, delivery, installation, set up, end -user training, all operating supplies (toner, developer, fuser oil, drums, rollers, circuit boards, staples, etc) with the only exception of supplies provided being paper. 2. Pricing structure will be fixed pricing for the fall 3 -year agreement. 3. Payment terms will be net 30 days. 4. C3 will cover all costs associated with delivery /fieight costs. 5. C3 is proposing two options with cost per click as well as a fixed monthly cost option. N" Proprietary and Confidential Page 113 eod9ice5olutlons Proposal Form and (Deviations Cost for services are based on a per click charge, calculated monthly and billed quarterly. All charges must be included in the per click charge. No additional charges will be accepted or ap- proved for payment. Page 115 1 COPIERS leased The below cost - per -copy charges apply to all three op- Group A Pricing for 14 MFP's: tions on the left column for "COPIERS leased" ALL Options includes 80k b/w per month and "Pooled" simply refers to the total aggregate volume of 4k color per month allowance. the copiers on the left column for "COPIERS leased" for any one given option. Option 1) $3,641.38 per month With MX -M314N (black /white) to replace Toshiba -ES350 (see pg. 18) Pooled overage Black and white click charge: $0.0079 Pooled Black and white monthly minimum: 80,000 Option 2) $3,662.83 per month "7' Pooled Color overage click charge: $0.059 With MX -31 I lU (color) Pooled Color monthly minimum: 4,000 to replace Toshiba =ES350 (see pg. 18) Option 3) The City may choose to piggyback on the California State University Copier Contract #70818 awarded to Canon (manufac- turer). Fulfillment of the order and the seT= r vice agreement will be with C3. The City has ' ' recently acquired new Canon devices using this contract. All Cost - per -click and mini- mums will be the same as Options 1 & 2 but prices will be based on the published pricing set forth on Master Price Agreement #5 -09- 36-04 2 PRINTERS leased OEM Compatible Toners and Supplies: Pooled overage Black and white click charge; $0.0199 OEM Compatible Supplies - Manage existing Pooled Black and white monthly minimum: 100,000 printers: $4,480.00 per month Pooled Color click charge: $0.0997 Pooled Color monthly minimum: 25,000 When OEM Toners and Supplies are requested: Pooled overage Black and white click charge: $0.035 Pooled Color click charge; $0.15 3 Full Maintenance on City Owned Equipment Pooled Black and white click charge: $0.0129 Pooled Black and white click minimum: zero No monthly fixed cost. Pooled Color click charge: $0.089 Pooled Color monthly minimum: zero Page 115 C afficesolutlons Deviations: -C3 would like to replace the 2 Toshibas and 7 Konica Minolta's that The City of Santa Ana owns with Canons or Sharps that are equivalent in features and speed, without charge to The City. -C3 will not cover any inkjet or deskjet printers on C3's Managed Print Services program. C3 will provide discounted prices for supplies and parts for these devices. C3 will provide a sepa- rate agreement for inkjet and deskjet printers. C3's objective is to migrate prints from these high cost devices to MFP's or more cost effective laserjets. The undersigned contractor agrees to provide services in accordance with the specifications. I/We have stated herein the services and fees that Uwe will furnish and deliver as specified. Award shall be based upon the evaluation criteria included in Section III. Where there is a dis- crepancy between words and figures, WORDS SHALL GOVERN. The City of Santa Ana reserves the raglnt to cancel any agreeaax�agt in the event that terms under which vendor is contracted are violated. � 1 C3 Office Solutions YU,0,16 Name of Vendor, Person, Fimi "Cprp. SignatLie,orxu i e . 1565 McCaw Ave. Sate C. Tricia Sanchez Address Name and Title (Please Print) Irvine, CA 92614 July 10, 2012 Address Date 714 -659 -1700 Telephone Number 714 - 641 -2717 Fax Number Page 116 EXHIBIT B -1 Cost Per Image Agreement 12 b1officeSolutions Cost Per Image Agreement waynre HANCE AND SUPCLtea. Ino charges stated in me Agreement Include charge& for maintenance (from a a.m. to 5 P.M. local time, except weekends and holiday* ('Regular Service Hours'), inspection, adjustment, parts replacement, cleaning material required for proper operation, and black loner and developer CUSTOMER (hereinafter referred to as 'You" or "Your' Agreement No. WI Legal Nana City of Santa Ana Address Crq State zip County 20 Civic Center Plaza M16 Santa Ana CA 92702 Orange Supplier (hereinafter referred to as 'We* or 'Us" Name City State C3 Office Solutions Irvine CA Program Summary: X Quarterly in arrears = S. $13,440.00 with Excess Per Image Charge AND EITHER F-1 By Group ORFJX� Consolidated OR see attached Mono = $. .0199 Color = $. .0997 Per Image Charge Only By Device Sea Attached Includes 300,000 Br`W & 75,000 Color OEM toners Will only be provided If requested at a $.035 dick charge for black & white and $.15 click charge for color. Does not include inkjets. SERVICES OFFERED: We agree to provide all consumables, along with free printer environment monitoring, auto toner replenishment, proactive service error monitoring free phone technical support, service, and quarterly environment reporting under this Cost Per Image Agreement. Further Information on the Service Management details are on the back of this document. IMAGE CHARGES: Payments are due quarterly, beginning the date the Agreement is initiated (as noted by the Agreement date below) or any later date designated by Us (see 'Transitional Billing' section below) and continuing on the same day of each following quarter until fully paid. You are entitled to make the total number of images reflected In the Quarterly Image Allowance (d consolidated), or the quarterly amount Image Allowance Per Machine or Group (if not consolidated). If You use more than the applicable Allowance(s) In any quarter, You Will pay Us an additional charge equal to the number of additional metered images multiplied by the applicable Excess Per Image Charge. You agree that We may proportionally increase Your Per Image Charges at any time if Our estimated average page coverage is exceeded in any quarter during the term of this Agreement. DOCUMENTATION FEE: We may charge You a reasonable fee to cover docurnentation and investigation costs. TRANSITIONAL BILLING: If We designate as the Agreement commencement date or effective date a date which is later than the date the Agreement W'Aias inflated (as noted by the Agreement Date below), then You shall pay Us an Interim payment for each day, from the date the Agreement istwas Initiated until the commencement date, equal to the minimum quarterly payment divided by 30. If this Cost Per Image Agreement has no minimum quarterly amount, we will bill you for actual pages printed from the Agreement Initiation date until the designated commencement date. GOVERNING LAW, CONSENT TO JURISDICTION AND VENUE OF LITIGATION: This Agreement and each Schedule shall be governed by the laws of the State of California. YOU AGREE THAT ANY DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT WILL BE ADJUDICATED IN THE FEDERAL OR STATE COURT LOCATED IN California. YOU HEREBY CONSENT TO PERSONAL JURISDICTION AND VENUE IN THAT COURT AND WAIVE ANY RIGHT TO TRANSFER VENUE. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY. LATE FEES: If any amount payable to Us is not paid when due, You will pay Us a late charge equal to: 1) the greater of ten (10) cents for each dollar overdue or twenty-six ($26.00) dollars; or 2) the highest lawful charge, whichever is less. AGREEMENT PERIOD: This agreement is for a period of 36 months from the Agreement is initiated, and is non - cancelable. THIS AGREEMENT IS SUBJECT TO THE TERMS AND CONDITIONS PRINTED ON THIS PAGE, THE REVERSE SIDE, AND ATTACHED SCHEDULE B. ALL OF WHICH PERTAIN TO THIS AGREEMENT AND WHICH YOU ACKNOWLEDGE HAVING READ. THIS AGREEMENT IS NOT BINDING UNTIL ACCEPTED BY US YOU CERTIFY ALL ACTIONS REQUIRED TO AUTHORIZE EXECUTION OF THIS REEMENT, INCLUDING YOUR AUTHORITY. HAVE BEEN FULFILLED. SUPPLIER: (As S led ) CUSTOMER: (As Stated bo tl�I / By Date Accepted: By: x Date: P l V Signature 1 Print NNaa'mmee & Tile * Print Name & True F O b e \ 'Y Fnarct waynre HANCE AND SUPCLtea. Ino charges stated in me Agreement Include charge& for maintenance (from a a.m. to 5 P.M. local time, except weekends and holiday* ('Regular Service Hours'), inspection, adjustment, parts replacement, cleaning material required for proper operation, and black loner and developer &6fficeSolutions Cost Per Image Agreement for such Equipment and may also include charges for such maintenance and supplies provided to You for the equipment (reflected on Schedule B). You must purchase paper and staples separately. Color toner and developer supplies will be provided for production of pages as shown, with 20% page coverage. Supplies required for production in excess of 20% page coverage will be invoiced separately. A. Equipment Eligible for Coverage. This only applies to the Equipment identified on Schedule B. You represent and warrant that, other than as set forth Schedule B there is no other equipment located at Your site(s) that is using Our supplied toner and ink consumables. Al equipment using Our supplied toner and ink consumables must be included in Schedule B. To the best of Your knowledge, there are no equipment conditions that do not meet manufacturers specifications ("Pre - Existing Conditions "), other than those specifically identified in Schedule B. B. Definition of Services Provided. We agree (a) to perform only those repairs involving wom Equipment components that have failed during ordinary use of the Equipment under normal operating conditions (trays, covers and other non - consumable parts are not covered), (b) to provide regularly scheduled maintenance with respect to the Equipment, and (c) to supply You with all toner and ink consumables required to operate the Equipment. Requests for services outside of Regular Service Hours will be provided on a best effort basis at Our prevailing time and material hourly rate. Such charges for services outside of Regular Service Hours are in addition to the prepaid Minimum Quarterly Payment. This Agreement does not cover after -hours service, shop overhauls, and service made necessary by accident, fire, water or natural disasters. C. Access to Equipment We shall have the right to access Your site and any other of Your premises that may house Equipment upon reasonable notice for access with Your supervision during regular work hours. We reserve the right to invoice You at Our prevailing time and material hourly rate, separate from the Minimum Quarterly Payment, when access to the Equipment is denied for greater than fifteen (15) minutes, when You initiated the request for service. We shall apply an estimated quarterly page volume to any and all Equipment that cannot be accessed for page count recording purposes. D. Authorized Maintenance Providers. We, at Our discretion, may authorize Our approved maintenance subcontractors or approved service providers to perform maintenance and repairs to the Equipment. in cases where We manage Your third party service agreement on your behalf, then all sums currently due under that agreement must be paid in full before We will assume any obligation or responsibility. E. Repair Responsibility. Our responsibility ceases d persons make repairs to the Equipment other than Our authorized representative or subcontractor. It also ceases if competitive supplies are used, or if the damage occurs as a result of Your abuse or improper handling. F. Ownership and Control of Toner and Ink Consumables. All toner and ink consumables supplies provided under this Agreement shall at all times remain the property of Us. You may use the toner and ink consumables pursuant to the terms of this Agreement, but You shall not have any ownership rights in or to the toner or ink consumables. You shall promptly return to Us all empty consumables supplied by Us under this Agreement. Your failure to return the number of empty consumables to Us equal to those delivered during the term of this Agreement will result in a lost consumables surcharge equal to the current replacement value of the lost consumable. In the event of Your default, You shall promptly return all toner and ink consumables to Us. You shall not be charged for any toner or ink consumables in use upon the expiration of this Agreement. Any toner or ink consumables not returned shall be billed by Us to You at the prevailing cartridge retail purchase price. The ordering of consumables significantly in excess of the number of prints produced may be charged to You by Us. G. Additional Equipment and Right of Inspection. You shall notify Us promptly upon installing any additional equipment ( "Additional Equipment ") at Your site capable of using Our supplied toner and ink consumables. Equipment installed subsequent to the date of this Agreement will be evaluated by Us, and included in, or excluded from, this Agreement at the mutual agreement of the parties. Additional Equipment deemed included in the Agreement by Us shall be added to Schedule B and will automatically be covered by and considered Equipment under the terms of this Agreement. Billings or surcharges for Additional Equipment output will be reflected in the billing cycle immediately following the billing cycle in which the Additional Equipment is installed. If You add Additional Equipment the Minimum Quarterly Payment may be adjusted accordingly at Our sole discretion. If any such Additional Equipment is used equipment, You represent and warrant to Us that, except for Pre - Existing Conditions duly disclosed to Us prior to such Additional Equipment being covered by this Agreement, all of the Additional Equipment shall, on the date such coverage commences, be in good working order. We shall be entitled to take a physical inventory of the Additional Equipment upon or prior to its being covered by this Agreement to determine whether they are in working order. In the event, as of the date coverage commences under this Agreement, any Additional Equipment is not in good working order, You shall have such Additional Equipment repaired at Your sole expense and, until such Additional Equipment is so repaired, any Additional Equipment with Pre - Existing Conditions shall not be covered under this Agreement. An initial meter reading of zero (0) is agreed, unless You provide timely information to the contrary, for any Additional Equipment that meets the conditions of G.1. II. WARRANTY. Notwithstanding anything in this Agreement to the contrary, We warrant (a) that all personnel performing services hereunder by or on behalf of Us will have appropriate training and experience and (b) all equipment is in accordance with industry standards, and all supplies and materials are of good quality. Without limiting the generality of the foregoing (and without limiting any obligation of Us to make repairs under this Agreement), You expressly agree and acknowledge that in no event shall any manufacturers warranty, including but not limited to any implied warranty of merchantability, and fitness for a particular purpose, be deemed given by or otherwise transferred or applied to Us. If Your notify Us within ninety (90) days from performance of the services that the services or a part thereof fails to conform to the standards specified herein, Your sole and exclusive remedy is that We shall promptly repair, replace or re- perform the non - conforming services. Ill. TRACKING SOFTWARE. A. If Tracking Software is involved, You grant Permission to Install and Maintain Tracking Software. We own software ( "Tracking Software") that enables Us to monitor the usage of, and the copy count produced on, the Equipment. You agree that We shall have the right, at any time during the term of this Agreement, to install the Tracking Software on one or more of Your computer networked station(s). You agree to provide Us, during normal business hours, access to Your computer - networked station(s) to enable Us to upgrade, modify or maintain the Tracking Software or to install new releases or additions to the Tracking Software. Under no circumstances will the Tracking Software provide Us access to Your information other than information directly related to this Agreement. You agree to not delete or remove the Tracking Software or to alter, modify or otherwise render it unusable during the term of this Agreement without the prior written consent of Us. If You disagree, then We retain the right to invoice You the prevailing hourly billable rate for labor required to obtain meter readings, per meter reading cycle. B. No License, other Prohibitions. Nothing herein shall be construed as granting a license to You for the use of the Tracking Software. You may not, nor may You permit or cause any other person to (a) use or copy the Tracking Software, in whole or in part, in any manner, (b) modify, translate, reverse engineer, decompile or dissemble the Tracking Software, (c) rent, lease, loan, resell, distribute, use in a customer -server network to provide third parties access to, or otherwise transfer the Tracking Software, or (d) remove any proprietary notices on the Tracking Software. C. Intellectual Property Rights. All rights (including all intellectual property rights, whether recognized currently or in the future) in and to the Tracking Software (including any source code, executable code, object code, tools and /or libraries related to the Tracking Software) will at all times be owned by Us. No modifications and /or use by You of the Tracking Software shall under any circumstances transfer any right, title or interest in or to the Tracking Software to You or any third party. D. Tracking Software Warranty, Liability. You acknowledge that the Tracking Software will be installed on Your networked workstation(s) "as is" without warranty of any kind, either express or implied, including the implied warranties of merchantability, and fitness for a particular purpose. We do not warrant that the Tracking Software will be error free or will operate without interruption. We shall in no event be liable to You for any special, consequential, incidental or indirect damages in connection with the Tracking Software. If the software is found to cause issues on Your network, and these issues can be reasonably associated to the installation of the software through uniform software testing and tracing methodologies, Our liability will be limited to the removal of said Tracking Software from Your environment IV. MISCELLANEOUS. A. Software. Performance issues related to Software and /or connectivity are not covered under the terms of this Agreement. Any warranties related to Software will be those offered by the manufacturer and will be passed directly to the user. B. Software /Hardware. Connectivity and performance issues related to Software and non - standard hardware are not covered under the terms of this Agreement Any warranties related to these solutions, which include but are not be limited to: HP Digital Sending Software, Web Jet Admin, Auto Store, any OCR software, computers and scanners, will be those offered by the manufacturer and passed directly to the user. Operation and configuration of the Software will be the responsibility of You after initial install and operation test of (1) "Send To" folder is completed by Us. City of Santa Ana 12/7/2012 Managed Print Services - Schedule B All units with 0 stickers are under contract and this list may continue to change and be adjusted as ongoing basis. Device Serial # IP Address Dell Color Laser 3110cn OA2E 927097155 10.116.10.46 Dell Laser Printer 1720dn 6227RFO LE.PM.P121 -- Pa 6227RFO -70 -13 10.116.10.8 HP business inkjet 23001559 CN67P3ZOWG 10.3.21.89 HP Color LaserJet CM1312nfi MFP OBOE CNB886L59H 10.117.11.14 HP color LaserJet 3700 1496 CNBB000996 10.3.20.150 HP LaserJet 3052 1459 CNBK222300 10.3.20.89 HP LaserJet 3055 OA19 CNBK408790 10.104.10.25 HP LaserJet 4250 15C2 CNBXC51512 10.3.21.194 HP LaserJet P4014 OB07 CNDX174096 10.117.11.7 HP LaserJet 4250 02E8 CNDXC00451 10.108.2.232 HP Color LaserJet CM2320nf MFP OBOB CNF9C5QX1T 10.117.11.11 HP Color LaserJet 3600 OA02 CNGBD05833 10.100.10.2 HP color LaserJet 2550 series 1458 CNGHB45095 10.3.20.88 HP color LaserJet 2550 series OAOD CNGKH08467 10.117.10.13 HP LaserJet 3055 1881 CNRK176214 10.3.24.129 HP LaserJet 3052 146D CNRK367923 10.3.20.109 HP LaserJet 3052 OA80 CNRK367935 10.120.10.128 HP LaserJet 3052 142D CNRK367937 10.3.20.45 HP LaserJet 3052 1448 CNRK481732 10.3.20.72 HP LaserJet 4250 OB08 CNRXG69500 10.103.11.8 HP LaserJet 4240 1565 CNRXS63220 10.3.21.101 HP Color LaserJet 3800 140A CNTCH27539 10.120.20.10 Canon iR3245 42.010212 DHJ07518 10.103.2.18 Canon iR3245 80.02 020A DHJ07747 10.103.2.10 Brother QL -580N OA14 E2Z421578 10.120.10.20 Canon iR2525 1884 FRU34585 10.3.24.132 Canon iR -ADV 6055 30.08 OA07 HTT13714 10.102.10.7 HP Color LaserJet 4700 OA06 JP8LB75027 10.108.10.6 HP LaserJet 5000 Series OB16 JPB3097674 10.103.11.22 HP Color LaserJet CP3505 OB07 JPBC7B72TX 10.101.11.7 HP LaserJet 9050 JPCL57P03P 10.101.2.234 HP color LaserJet 4600 02EF JPBKC24419 10.104.2.239 HP color LaserJet 4600 02EC JPBKC24422 10.104.2.236 HP LaserJet 9000 Series 143D JPBQY02811 10.3.20.61 HP LaserJet 8150 Series 02EB JPBTL17115 10.101.2.235 HP LaserJet 9050 JPCL53SOOG 10.120.20.20 HP LaserJet 9050 02EA JPCL57PO3P 10.101.2.234 HP Color LaserJet CM4730 MFP 02EE JPDLH12792 10.116.2.238 HP color LaserJet 5550 14DB JPFC61804P 10.3.20.219 HP color LaserJet 5550 0211 1PFC6113008 10.106.2.17 HP Color LaserJet 5550 JPFC6ITOOX 10.3.20.21 City of Santa Ana 12/7/2012 Device Serial # I Address HP color LaserJet 4650 020C JPHAC28352 10.106.2.12 HP color LaserJet 4650 020C JPHAC30435 10.103.2.12 HP color LaserJet 4600 0213 JPHMD64826 10.106.2.19 HP LaserJet 5100 JPHQC01911 10.3.20.20 HP Color LaserJet 4650 JPKAB21539 10.108.2.233 HP color LaserJet 4650 02FO JPKAD24501 10.108.2.240 HP color LaserJet 9500 OA02 JPUB02216 10.103.10.2 HP Color LaserJet 4730mfp 02E9 JPNLH04695 10.105.2.233 HP Color LaserJet 4550 1437 JPPCH40783 10.3.20.55 HP Color LaserJet 4550 14D3 JPPKA26211 10.3.20.211 HP Color LaserJet 4550 148D JPPKG23034 10.3.20.141 HP Color LaserJet CP6015 1424 1PRCB1WO1X 10.3.20.36 HP LaserJet 9050150B JPRCC5908W 10.3.21.11 HP color LaserJet 5550 OAOE 1PSC6CN02J 10.117.10.14 HP color LaserJet 5550 OB04 JPSC95POFT 10.117.11.4 HP Color LaserJet 4700 OA03 JPTLB69057 10.107.10.3 HP Designjet 4000ps (42" sized) 156A SG75GM90ON 10.3.21.106 HP LaserJet 5000 Series 1498 USB1020360 10.3.20.152 HP LaserJet 5000 Series 14C4 USB1022689 10.3.20.196 HP LaserJet 5000 Series 02ED USB3009401 10.101.2.237 HP LaserJet 5000 Series 02E9 USB3019107 10.101.2.233 HP LaserJet 5000 Series 140B USB3052411 10.120.20.11 HP LaserJet 8000 Series 02E6 USBB000941 10.117.2.230 HP LaserJet 4100 Series 02EE USBBJ00797 10.108.2.238 HP LaserJet 8150 Series 02EF USBC007728 10.108.2.239 HP LaserJet 8000 Series 02EA USBC081321 10.116.2.234 HP LaserJet 2100 Series OB03 USBDO01530 10.100.11.3 HP LaserJet 2200 02EB USBGB04655 10.108.2.235 HP LaserJet 5000 Series 1F8B USC1017342 10.3.31.139 HP LaserJet 5000 USC1029194 10.120.10.129 HP LaserJet 8000 Series 02E7 USCB001669 10.117.2.231 HP LaserJet 8100 Series 02E7 USCCO20901 10.116.2.231 HP LaserJet 8100 Series OA07 USCCO20920 10.105.10.7 HP LaserJet 8100 Series 006D USCC041521 10.2.0.109 HP LaserJet 4050 Series 020D USCDO02202 10.106.2.13 HP LaserJet 4000 Series 0210 USCDO02206 10.103.2.16 HP LaserJet 8100 Series 02E8 USCF040898 10.104.2.232 HP LaserJet 5000 Series 148C USD3019606 10.3.20.140 HP LaserJet 8100 Series 1430 USDG012597 10.3.20.48 HP LaserJet 8000 Series 156D USDG038333 10.3.21.109 HP LaserJet 5Si 02E6 USDK082570 10.103.2.230 HP LaserJet 4000 Series 020D USEF177036 10.103.2.13 HP LaserJet 4000 Series 02E8 USEF206979 10.101.2.232 HP LaserJet 4000 Series 02EA USEF227167 10.104.2.234 HP LaserJet 4000 Series 02EF JUSEX034668 10.116.2.239 City of Santa Ana 12/7/2012 Device Serial # I Address HP LaserJet 8000 Series 14D8 USGG008525 10.3.20.216 HP LaserJet 2100 Series 1445 USGR007392 10.3.20.69 HP LaserJet 8000 Series 14CF USHHOO5940 10.3.20.207 HP LaserJet 4100 Series OAOE USJNJ25549 10.103.10.14 HP LaserJet 5Si 02E9 USLK209264 10.107.2.233 HP LaserJet 8000 USMH000614 10.3.20.229 HP LaserJet 4000 Series OAE8 USQA010385 10.104.10.232 HP LaserJet 4050 Series OAF6 USQA051006 10.117.10.246 HP LaserJet 4050 Series 020B USQX046479 10.106.2.11 HP LaserJet 4050 Series OA18 USQX071752 10.117.10.24 HP LaserJet 4100 MFP 02EB XXXXXXXXXX 10.104.2.235 HP Color LaserJet 4730mfp 1407 XXXXXXXXXX 10.3.20.7 (HP JetDirect) HP 9100C DIGITAL SENDER OACD 10.103.10.205 HP LaserJet 1022n 02EB 10.105.2.235 HP LaserJet 1022n 02EA 10.105.2.234 designjet 5500ps 020F 10.106.2.15 HP LaserJet 1022n 0210 10.106.2.16 (HP JetDirect External) OA09 10.108.10.9 (HP JetDirect) HP 9100C DIGITAL SENDER 10.108.10.239 HP LaserJet P4015 0211 10.3.2.17 HP color LaserJet 5500 1454 XXXXXXXXXX 10.3.20.84 HP LaserJet 8150 Series 1444 10.3.20.68 HP LaserJet 8000 Series 14D7 XXXXXXXXXX 10.3.20.215 HP color LaserJet 5500 002A 10.2.0.42 HP Color LaserJet 4500 1464 10.3.20.100 (HP JetDirect) HP 9100C DIGITAL SENDER 02EB 10.116.2.235 HP Color LaserJet 2605dn CNBC66WO48 USB HP LaserJet 1022n JN06VGB 10.105.2.234 HP LaserJet 2300 CNBDB34788 Parallel HP LaserJet 1022n JN06TTO 10.105.2.235 HP LaserJet 4050 USQX059918 Parallel HP LaserJet 2100 USGH042883 HP LaserJet 1022 FL030WA USB HP LaserJet 2100 USGN031706 HP LaserJet 1022 FL0318L USB HP LaserJet 1022 FL031B3 USB HP LaserJet 2420 CNDJC47422 Network Capable HP LaserJet 1022n FM01TGN USB HP LaserJet 1022 FL031AW USB HP LaserJet 2100 USGN031736 Parallel HP LaserJet 2420 CNDJC57847 Parallel HP LaserJet 2200 USBRB00088 USB HP LaserJet 1022 FL02ZW6 USB HP LaserJet 2420 CNDJC49330 Network Capable HP LaserJet 1022 IFL02ZTC JUSB City of Santa Ana 12/7/2012 Device Serial # I Address HP LaserJet 2200 JPDGC44030 Parallel HP LaserJet 2200 JPGGP07890 Parallel HP LaserJet 2100 USGN031752 Parallel HP LaserJet 2420 CNDJC49327 Network Capable HP LaserJet 2300 CNBCB01371 Parallel HP LaserJet 1022n FMOITLE Network Capable HP LaserJet 1320 CNRC6C758R U5B HP LaserJet 3055 CNRK721917 USB HP LaserJet 1100A USBDO03919 Parallel HP LaserJet P2055dn CNBJ555294 USB HP LaserJet 3052 CNRK367941 USB HP LaserJet 3055 CNBK408792 USB HPLaserlet 4250 CNGXG14009 USB HP LaserJet 3052 CNRK367958 USB HP LaserJet 3052 CNRK367927 USB HP LaserJet 3020 MXBM025382 USB HP LaserJet 3052 CNRK367934 USB HP LaserJet 3052 CNBJ170810 USB HP LaserJet 3700 CNLBB41813 USB HP LaserJet 2100 USCD079033 Parallel HP LaserJet 4050 USQX055338 Parallel HP LaserJet 2100 USCDO13898 Parallel HP LaserJet 2100 USGZ318736 Parallel HP LaserJet 4000 USQA010385 Network Capable HP LaserJet 2100 USCDO07954 Parallel HP LaserJet 2100 USCD079013 Parallel HP LaserJet 2100 USDD018756 Parallel HP LaserJet 2100 ? Parallel HP LaserJet 3055 CNBK408788 USB HP LaserJet 3055 CNBK408802 USB HP LaserJet 3055 CNBK408798 USB HP LaserJet 3055 CNBJ281571 USB HP LaserJet 3055 CNBK408795 USB HP LaserJet 3055 CNBK408810 USB HP LaserJet 3055 CNBK408793 USB HP LaserJet 3055 CNBK408790 USB HP LaserJet 3055 CNBK408787 USB HP LaserJet 3055 CNBK408891 USB HP LaserJet 3055 CNBK407721 USB HP LaserJet 2100 USBDO01530 10.100.11.3 HP LaserJet 4050 USQL036118 Parallel HP LaserJet 4250 CNRXY06842 USB HP LaserJet 1012 CNF6670703 USB HP LaserJet 5000 JPB3093621 Parallel HP LaserJet 2420 CNDJC17562 IUSB City of Santa Ana 12/7/2012 Device Serial # IP Address HP Color LaserJet 4500 XXXXXXXXXX 10.3.20.100 HP Color LaserJet 1600 CNCC77BC9B USB HP LaserJet 3052 CNRK367935 HP LaserJet 2100 USGN030118 Parallel HP LaserJet 2200 USBRB00044 Parallel HP IaserJet 1022 FL192W5 USB HP LaserJet 1022 FL1930R USB HP LaserJet 2420 CNGKK07345 USB HP IaserJet 1022 FL17109 USB HP LaserJet 2420 CNGKK07326 USB HP LaserJet 1022 FL13JFP USB HP LaserJet 1022 FL18XZ9 USB HP LaserJet 2420 CNGKK07321 USB HP LaserJet 1022 FL19286 USB HP LaserJet 1022 FL1716R USB HP LaserJet 1022 FL15AY5 USB HP IaserJet 1022 FL193A1 USB HP LaserJet 1022 FL192VO USB HP LaserJet 2420 CNGKK07322 USB HP LaserJet 1022 FL149S5 USB HP LaserJet 1022 FL16XQX USB HP Color LaserJet 4700 JPGLB01284 10.102.2.15 HP LaserJet 1022 FL192WY USB HP LaserJet 1022 FL02ZTB USB HP LaserJet 1022n JN075WY Network Capable HP LaserJet P3005 CND1F25538 USB HP LaserJet 2200 JPGGG24122 Parallel HP LaserJet 2200 JPGGD41048 Parallel HP LaserJet 2200 JPGGB36667 Parallel HP LaserJet 2200 JPGGG24125 Parallel HP LaserJet 2100 USGN030090 Parallel HP LaserJet 2100 USGN031723 Parallel HP LaserJet 2100 USGN031678 Parallel HP LaserJet 2100 USGN031746 Parallel HP LaserJet 2100 USGN030148 Parallel LaserJet 2100 USGN030145 Parallel HP P LaserJet 1022 JM01Z18 USB P LaserJet 1022 I FL162AG USB P LaserJet 2200 JPGGG24119 Parallel HP LaserJet 4100 USJNJ25549 Parallel HP LaserJet 1022 FL030HE USB HP LaserJet 2100 USGN030147 Parallel HP LaserJet 2200 JPGGB36665 Parallel HP LaserJet 1022 FLO34RM ILISB Hp LaserJet 2100 JUSGZ223939 IUSB City of Santa Ana 12/7/2012 Device Serial # I Address HP LaserJet 4000 USNC031395 Parallel HP LaserJet 3300 SGH24105V3 USB HP LaserJet 2100 USGZ224005 Parallel Hp LaserJet 4100 USLNK01640 Parallel HP LaserJet 4000 USEF206979 Parallel HP LaserJet 2420 CNGKC31089 Parallel HP LaserJet 2420 CNGKB29818 Parallel HP LaserJet 2420 CNGJF23891 Parallel HP LaserJet 2420 CNGKB31087 Parallel Hp LaserJet 4100mfp USLGY31622 10.101.2.18 HP LaserJet 2420 CNDJC58156 Parallel HP Color LaserJet 4550 JPPKH17531 Parallel HP LaserJet 8150 XXXXXXXxXX 10.3.20.25 HP Color LaserJet 260ON CNHC7170ZD USB HP Color LaserJet 260ON CNHC7170YT USB HP Color LaserJet 260ON CNHC7170ZN 10.3.20.32 HP LaserJet 8150 JPBTL27968 10.3.31.35 HP LaserJet 1150 CNBB139021 USB HP IaserJet 4000 USNC152220 10.3.31.141 Dell Color Laser 5110cn 926928944 10.3.31.187 HP Color LaserJet 8000 USHH009783 10.3.31.143 HP IaserJet 2100 USBD036206 USB Dell Laser Printer 5110n 791T8FO 10.3.31.27 HP Color LaserJet CP3525 CNCCC6FOKM 10.3.31.137 HP Color LaserJet CP2025dn JPBFRO1791 10.3.31.24 HP LaserJet 4250 CNBXD31723 HP Color LaserJet 5550 JPSC95POFT HP LaserJet 8000 10.117.2.230 HP LaserJet 4000n HP LaserJet CP4025 JPCCD8POHO HP LaserJet 4350 CNGXJ20186 10.4.100.40 HP LaserJet 4350 CNGXG36115 10.4.100.43 HP LaserJet 4350 CNGXB43352 10.4.100.36 HP Color LaserJet 4600 JPGM54154 10.4.101.11 HP Color LaserJet 6940 HP LaserJet P3005 CNTlN06929 HP LaserJet 4000TN HP LaserJet 4000 USEF207647 10.4.100.209 HP LaserJet 1150 HP LaserJet 1150 HP LaserJet P2015 HP LaserJet 1160 HP Color LaserJet 4650 JPHAC15369 10.4.101.30 HP LaserJet P3005 ICNTlNO3451 City of Santa Ana 12/7/2012 Device Serial # IP Address HP LaserJet P3005 XXXXXXXXXX 10.4.51.82 HP Color LaserJet 4600 JPCKD33814 10.4.100.46 HP LaserJet P3005 CNTlN03445 10.4.56.30 HP LaserJet 4200 USDNP01467 10.4.101.5 HP LaserJet 4000 USEF206816 10.4.100.203 HPLasedet 4050 USQA046754 10.4.100.244 HP LaserJet P3005 CNTlNO1893 10.4.53.7 HP Color LaserJet 4600 JPAKB05149 10.4.100.126 HP LaserJet 4200 USDNP12077 10.4.101.16 HP LaserJet 4200 USDNLO1913 HP LaserJet P3005 CNTlN03454 10.4.100.221 HP LaserJet 4050 USQA043343 10.4.100.251 HP LaserJet 4050 USQA050991 10.4.100.252 HP LaserJet 4350 CNGXG36116 10.4.100.38 HP LaserJet 4350 CNGXC28505 10.4.100.34 HP Color LaserJet 3600 HP Color LaserJet 3600 CNRBB40470 10.3.76.60 HP LaserJet 4000 USEK096596 10.4.100.121 HP Color LaserJet 4700 JP41-1332690 10.4.100.122 HP Iasedet 4350 CNGXD77270 10.4.100.42 HP LaserJet P1505n CNBK640510 10.4.55.234 HP LaserJet 4350 CNGXJ30214 10.4.100.44 HP LaserJet P3005 CNTlN06937 10.4.100.47 HP LaserJet P3005 CNTlN06936 10.4.100.7 HP LaserJet P3005 CNTlN06931 HP LaserJet 4200 USDNP01452 10.4.101.2 HP LaserJet 1160 HP LaserJet 4350 CNGXH24479 HP LaserJet P3005 CNTlN03455 HP Color LaserJet 4650 JPHAC30310 HP LaserJet 4050 USQA050987 10.4.100.100 HP LaserJet 4050 USQB019407 10.4.100.248 HP LaserJet 4200 USDNP12128 10.4.101.8 HP LaserJet P3005 JPJFC12421 10.4.100.191 HP Color LaserJet 4600 JPAKBOS392 10.4.100.125 HP LaserJet P3005 CNTlN03452 10.4.51.109 HP LaserJet P3005 CNTlN03453 10.4.100.220 HP LaserJet 4350 CNGXG36113 10.4.100.37 HP LaserJet 4350 CNGXC52129 10.4.100.20 HP LaserJet 4050 USQA051004 10.4.51.189 HP LaserJet P3005 CNTlN04025 HP LaserJet P3005 HP LaserJet 4050 USQC039379 10.4.100.249 HP LaserJet P3005 CNJ1D66958 HP Color LaserJet CP3525 ICNCCB9017F City of Santa Ana 12/7/2012 Device Serial # IP Address HP LaserJet P3005 XXXXXXXXXX 10.4.101.18 HP LaserJet P3005 CNTlN06927 10.4.100.33 HP LaserJet 4000 USMB002063 10.4.100.30 HP LaserJet 4350 CNGXC48523 10.4.100.51 HP LaserJet 4050tn HP IaserJet P3005 CNTlN06935 10.4.100.239 HP LaserJet 4200 USDNN12237 10.4.100.39 HP LaserJet 4350 CNGXD82046 HP LaserJet 4200 USDNP12124 10.4.100.166 HP LaserJet P3005 CNTlN03441 10.4.53.39 HP Color LaserJet CP1510 HP LaserJet 4350 USBXP27289 10.4.101.29 HP Color LaserJet 4650 JPHAD14993 10.4.101.14 HP LaserJet P4515 CNDYB00357 HP LaserJet P3005 CNT1N04030 10.3.29.40 HP LaserJet P4015 CNDY219375 HP LaserJet 4050 USQA043340 10.4.100.183 HP Color LaserJet 4600 JPGMD53112 HP LaserJet P3005 CNTlN03446 HP LaserJet 8100 USDG012599 10.4.100.2 HP LaserJet 4000 USEF207455 10.4.100.228 HP LaserJet 4350 CNGXD77268 HP LaserJet 4350 CNGXD49217 HP Color LaserJet 4700 1P8LB59903 HP LaserJet 2200 HP LaserJet P4015 CNDY219969 10.3.2.23 HP Laseret P4015 CNDY219972 192.168.26.10 HP LaserJet 4100 USJNK38479 192.168.26.12 HP LaserJet P4015 CNDY117867 10.3.2.39 HP LaserJet 4100 USJNK38483 10.3.2.22 Hp LaserJet 2200 JPDGF32750 Parallel HP LaserJet 2200 CNGRG56410 Parallel HP LaserJet P4015 CNDY219970 Network Capable HP LaserJet 2300L CNBHD58245 Parallel HP LaserJet 2200dn Network Capable HP LaserJet 4100 USJNK38439 10.3.2.10 HP LaserJet P4015 CNDY841673 192.168.26.74 HP LaserJet P4015 XXXXXXXXXX 10.3.2.17 HP Color LaserJet 4700 JPTLB57377 10.3.2.20 HP LaserJet P4015 CNDY132954 Network Capable HP LaserJet 2300E CNBHD64809 Parallel HP LaserJet P1505 IVNB3107394 HP LaserJet 4250 ICNBXF15565 10.3.34.25 City of Santa Ana 12/7/2012 Device Serial # IP Address HP LaserJet 9000 JPBQY02811 HP LaserJet 9050 JPCL53SOOG HP Color LaserJet CP6015 JPRCBIWOIX HP Color LaserJet 2840 10.3.42.100 HP LaserJet 4050T HP LaserJet 4050 S4601E2LPV1 10.3.46.100 HP Color LaserJet CM2320nf CNF9B77TKO 10.3.51.11 HP LaserJet 4050 DWX874301 10.3.35.201 HP LaserJet CM1415fnw CNG8BDY4TZ 10.3.36.105 HP LaserJet 4000 HP LaserJet 4050 USQX084138 10.3.40.151 HP Color LaserJet CM2320nf CNF9C8PX38 10.3.40.100 HP LaserJet 4250 HP LaserJet 4050 USBC010969 HP Color LaserJet 3600 CNRBB40468 10.3.50.8 HP LaserJet 1320 CNHC63W0lC 10.3.50.7 HP LaserJet 9050 JPRCC5908W 10.3.21.11 HP LaserJet 5000 USB3039508 192.168.15.5 HP LaserJet 8000 USDG038333 10.3.21.109 HP LaserJet P2055dn Not Networked HP LaserJet 4250 CNRXS63220 10.3.21.101 Imo: 0111.111 3: CUSTOMER CARE MAINTENANCE AGREEMENT 13 -'j30fficeSolutions CUSTOMER CARE MAINTENANCE AGREEMENT Version Date: January 7, 2013 ... .. .. .., ... :. � � i - . .... � .. � ,�N*ct ., r ;. _ ,ti..r m mot,:,:. Santa Ana, CA 92702 City of Santa Ana 20 Civic Center Plaza M -16 Robert Cortez - 7 -5295 ry.. 714 - 647 -5295 TBD Robert Cortez UREi. . � .,.�.:,��. ,v,..C:"u"�e i7i � °:ca�wv �a . "�..m"1a.,�`"': "m , �•`. �5tn; ��;i?Xi`�1d9411?:��a�5x�""R'.. £ � §�= ��.``',��a"�.,:lti,,a "`�� See Schedule C rcortez5ftanta- alla.ora PFI\[taSCALLY) TIQNfQESCRIRTION p>:blill ..d =' -E See Schedule C 114ETER =PMAI4�DDRE &5 Santa Ana CA 92702 • • r r trge" BEF ap city Of Santa Ana Owned Equipment Included included Included Included Included included Included Included no Nov. 1, 2012 TOTAL MIN. QUARTERLY BASE? CHARGE ° $0.00 Refer to Schedule B for Locations, Device Information, Accessories, and Serial Numbers BASE CHARGEFREQUENCY METER FREQUENCY M_ � ; A T-60O N(FICp�y,�,�,j� Quarterly Quarterly BALOWANCE INCLUDED B/W OVERAGE- B/W QUARTERLY BASE r U(t�¢EORbIYC��1 "rdrt r OVER OVER ALLOWANCE "Lr i fi s s�..r.� ,wa:„ _. x<.x s. r. .._ .,, t �a,yh, t.d��s: �a-.h •-� �, c+x ..<d %, a3� 0 $0.0126 $0.00 COLOR QUARTERLY ALLOWANCE COLOR OVERAGE -: COLOR QUARTERLY BASE I have read and understand our obligations under the terms and INCLUDED OVER ALLOWANCE $0.00 conditions stated herein, and on the reverse side thereof, as the only agreement pertaining to the equipment hereunder. No other agreements apply unless expressly noted on the face of this n/a n/a MANAGED agreement or in the contracts specified above. I understand all meter counts are based on 8.5x11 (minimum) single sided Images. .__. �+ -- .4<R.b ", T� � z -"4,1w �✓ ✓,4Y ka". '_"�. b�.Ry .Y.,:_ ._ -',7 �'/.:{��'t�I�71 '.M._ .._`�,�'"ry`�ro d,-,s�. ,,�+s",; ONSEPAR 7EMPSCONMC' ONSEPARA7E MPS CONMACr IA hal Hefe °' Customer has declined maintenance coverage at this time. The customer ::- understands obtalning maintenance coverage later may Incur charges In r„ _,C.b fR• f�TaR7(T'.';;,,,, ,,, ,,, ,+. ,;. ,f „„ .;�QjypJj7�E,. ,, „� ,. ,.,; , addition to the normal maintenance charges and has been informed as to the NIA current time and material billing rates. ON SEPARATE MPS CONTRACT ONSEPAR4TE MPS CONTRACT X n s” ( 17OLi A E s ' 36 1. GENERAL SCOPE OF COVERAGE This Agreement covers both the labor and the material for adjustments, repair and replacements of parts ( "Maintenance ") as required by normal use of the equipment Identified on the front page of this Agreement ( "Equipment'). Maintenance does not cover charges for installation, relocating or de- installation of the Equipment. Service necessary to repair damage to the Equipment caused by misuse, abuse, negligence, attachment of unauthorized components, accessories or parts, use of substandard facsimile (thermal) paper or substandard supplies, other causes beyond the control of C3 Oltfice Solutions or such causes which would void the Equipments' warranty are not covered by this Agreement. Any such repairs identified in the proceeding sentence shall be separately billed to customer and may lead to the termination of this Agreement. In addition, C3 Offfice Solutions may terminate this Agreement if the equipment is modified, damaged, altered or serviced by personnel other than the C3 Offfice Solutions Authorized Personnel, or if parts, accessories or components not meeting machine specifications are titled to the Equipment. Maintenance shall not cover charges for repairs needed as a result of Customer or third party modifications to software or hardware. 2. MAINTENANCE VISITS Maintenance visits will be made during standard weekday business hours at the address shown on the first page of this Agreement. Maintenance visits requested for holidays, weekends or after standard business hours may result in additional charges for travel and labor pursuant to C3 Offfice Solutions standard overtime rates In effect at the time Maintenance visit. Maintenance performed during a Maintenance visit includes lubrication and cleaning of the Equipment and the adjustment, repair or replacement of parts described below. 3. REPAIR AND REPLACEMENT OF PARTS, All parts necessary for proper operation of the Equipment requiring replacement due to normal wear and tear, subject to the general scope of coverage, will be furnished free of charge during a service call. 4. MAJOR REPAIRS AND UPGRADES Major repairs resulting from misuses of the product. overall failure of the Equipment resulting from the normal end of fife cycle of the Equipment and other repairs requiring more than customary repair and part replacements shall not be considered covered Maintenance. C3 Office Solutions reserves the right to cancel the maintenance agreement, should customer misuse or abuse the intended features of the device. 5. USE OF C3 Offfice Solutions SUPPLIES Customer is not obligated to use C3 Offfice Solutions approved supplies under this Agreement. If, however, the Customer uses other than C3 Offfice Solutions approved supplies (other than paper) and such supplies result In damage to the device, C3 Offfce Solutions may, at its discretion, assess a surcharge or terminate this Agreement. 8 C3 Offfice Solutions terminates this Agreement, C3 Offfice Solutions may make service available on a "Per Call" basis based upon C3 Ofilice Solutions standard rates in effect at the time of service . 6. SUPPLIES Supplies selected, ff any, on the front of this Agreement ('Supplies'), shall be included under this Agreement. C3 Offfice Solutions will provide such selected Supplies to the Customer based upon normal yields. Supplies provided are for use with the Equipment covered by this Agreement only and are not for resale or for use with other equipment. If the Customer's usage of the Supplies exceeds the normal yields for the Equipment being serviced, C3 Offfice Solutions will Invoice and the Customer agrees to pay, for the excess supplies at C3 Offfice Solutions current retail prices then In effect. C3 Office Solutions reserves the right to charge for supplies and freight. Normal yield is defined as the published Industry standard yield for the product model covered under this Agreement. 7. ELECTRICAL REOUIRMENTS In order to insure optimum performance of the Equipment, Customer must comply with all Sharp required electrical specification, including but not limited to use of designated circuit and outlets and required voltage requirements. These power standards are required by UL and/or local safety regulations. C3 Office Solutions can cancel the agreement should customer not comply with C3 Office Solutions recommended electrical requirements 8. CHARGES The initial charge for Maintenance under this Agreement is non- refundable and shall be the amount set forth on the first page of this Agreement. The annual maintenance fee with respect to any renewal term, will be charged at the time of tern renewal. Customer shall be charged according to the payment cycle Indicated on the front page of this Agreement. Customer shall pay all charges within ten (10) days of the due date. Excess late charges over 60 days, will result in late charges equal to 5% of Invoice. C3 Office Solutions reserves the right to cancel this Agreement upon written notice to the Customer, or C3 Office Solutions may charge (and Customer hereby agrees to pay) a fair and reasonable upcharge for continued service. Rates are fixed for the term of the contract. 9. METER READING Customer is obligated to provide meter reading(s) in a timely manner upon request. If the Customer fails or refuses to provide the meter reading in a timely manner, C3 Office Solutions may estimate the meter based upon previous billing and service meter readings. The estimated meter will then be applied in the same manner as if the meter had been supplied by the Customer and the Customer agrees to pay any overage charges that may result from the estimated meter reading. 10. TERM This Agreement shall become effective upon C3 Offfice Solutions receipt from Customer of the initial non - refundable maintenance charge if applicable, as set forth on the first page of this Agreement, or for such Customers that are to be billed in arrears, upon the date indicated in the 'Start Date' portion of the first page of this Agreement. The term of this Agreement shall be as specified on the first page of this Agreement. 11. EVENT OF DEFAULT AND TERMINATION The Customer's failure to pay any amount due under this Agreement, or breach of any other obligation herein shall constitute an Event of Default. Upon an Event of Default, C3 Offfice Solutions may in its discretion take any one or more of the following actions: (1) cease performing all Maintenance or any other service under this Agreement; (II) fumish Maintenance or service upon a prepaid, 'Per Call" basis; and/or (iii) terminate this Agreement. Customer shall be obligated to pay any amounts due and owing to C3 Offfice Solutions within (10) days of the expiration or termination of this Agreement. Customer, upon payment of all such amounts due, shall thereafter have no further liability or obligation to C3 Offfice Solutions whatsoever for any further fees or expenses arising hereunder. 12. INDEMNITY Customer shall Indemnify, save and hold C3 Offfice Solutions, its affiliates, officers, directors, shareholders, employees, agents and representatives and its and their successors and assigns ( "C3 Offfice Solutions Parties') harmless from and against any liability, loss cost, expense or damage whatsoever caused by reason of any breach of this Agreement by Customer or by reason of any injury, whether to body, property or business or to any other person by reason of any act, neglect, omission or default by Customer. C3 Offfice Solutions shall be entitled to recover from Customer all costs and expenses including Without limitation, attorney's fees and disbursement, incurred by C3 Offfice Solutions in connection with actions taken by C3 Offfice Solutions or its representatives (1) to enforce any provision of this Agreement; (it) to effect any payments or collections provided for herein; (iii) to institute, maintain, preserve, enforce and foreclose on SOS's security interest in or lien on the goods, whether through judicial proceedings or otherwise. 13. ENTIRE AGREEMENT This constitutes the entire Agreement between the parties relating to the subject matter hereof. Any modifications to this Agreement must be in writing and signed by both parties 14. SUCESSORS AND ASSIGNS; TERMINATION Neither party may assign this Agreement or any of its rights or obligations hereunder, without the prior written approval of the other party, which will not be unreasonably withheld, except that either party may assign its obligations and rights to a wholly owned subsidiary, parent corporation, or entity under the same ownership, operation or control. 15. SEVERABILITY If any provision In this Agreement is held invalid or unenforceable by a body of competent jurisdiction, such provision will be construed, limited or, it necessary, severed to the extent necessary to eliminate such invalidity or unenforceability. The Parties agree to negotiate In good faith a valid, enforceable substitute provision that most nearly affects the Parties' original Intent In entering Into this Agreement or to provide an equitable adjustment In the event no such provision can be added. The other provision of this Agreement shall remain in full force and effect 16. COUNTERPARTS AND FACSIMILE SIGNATURES This Agreement may be executed in several counterparts, each of which shall be deemed to be an original and all of which together shall constitute one Agreement binding on all parties hereto, notwithstanding, that all the parties have not signed the same counterpart, A taxed signature of this Agreement bearing authorized signatures may be treated as an original. 17. JURISDICTION All parties hereby consent to the exclusive jurisdiction 'Of the Federal Courts located in CA and the State Courts located in CA in any proceeding arising out of or relating to this Agreement 18. LIMITATION OF LIABILITY To the extent permitted bylaw, in no event shall C3 Offfice Solutions be liable to Customer for any special, incidental, consequential, or Indirect damages, loss of business profits, business interruption, loss of business information arising out of the inability to use the Equipment. The Customer acknowledges that the Maintenance provided by C3 Office Solutions is for the mechanical maintenance of the Equipment only, and that this Agreement does not cover any software, networking or any other connectivity or functionality unrelated to the device(s) described in this agreement. Network and or connectivity services not included in this contract are available from C3 Office Solutions at additional costs. 19. FORCE MAJEURE C3 Offfice Solutions shall not be liable to Customer for any failure or delay caused by events beyond C3 Offfice Solutions control, including. without limitation, Customers failure to furnish necessary information; sabotage; failure or delays in transportation or communication; boycotts; embargoes; failures or substitutions of equipment; labor disputes; accidents; shortages of labor, fuel, raw materials, machinery, or equipment; technical failures; fire; storm; flood; earthquake; explosion; acts of the public enemy; war; insurrection; riot; public disorder, epidemic; quarantine restrictions; acts of God; acts of any government or any quasi - governmental authority, Instrumentality or agency. 20. NO WARRANTY C3 Offfice Solutions DISCLAIMS ALL WARRANTIES, EXPESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TECHNICAL COMPATABILITY, FITNESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE. 21. INSURANCE If the Customer is leasing the equipment, the Customer shall obtain and maintain, at its own expense, insurance relating to claims for injury and/or property damage (including commercial general liability insurance) based on its use of the equipment, goods and machinery. �f%A N Q cr LU N C 0 to m C a rB c r6 N L 0 Qi U L 4J cn Q� t U vi m b4 c .O to c O LA m aj tn m N C m N bA c m s u O cu O C c O U T f6 E V1 Ln i C m 4d U m L c O u L cu C 3 G1 L V1 ei Y U tn m U s ul C 7 Em tio c ti c E acu 0 } m he Y CO •3 m L m v U O O 0z co m bC0 to h0 C cr N C C cr u u u u u u u v U u cJ ccu aj a a a a a° as n° a s a° a0 as a 'LLL a a u am r-i ri a aJ > v O E Y O Y C C L +' O U 4— i U L Q c 3 U U to O :v=+ c N L Q E O O c E v C V 1 °° O N m p m O W L Ln aJ m u L N C U M M C N N 0 O > m L O N i.+ C- E O L O E E (U a..' O L L O C N •� E m O C °o °O Q u C v E M O O LL O 'u u ''"' L Ln N 0 Y o° v N LL �- o '° x a a .1 d m a Ln c O `� �t — m'.* -FO m -, H--T N W qt TT N Ln v E m _ E _ _ = QJ w _ @ _ O m L c c cm 3 m m O T- U U - T T (� - U - O T •U T T U U T T •U C of m� C C T 7 O O L, O O t t O O O a"' O y O O t t' O N L 3 '- 0:: u a a u u a a Of u a u u a a u u a U F- m a u Ln O M 000 O N M N dN N N N O 0 m O 0 a O O O O O O ri m Ln LD 00 r- d N O O 01 0L0 Lrl Lry Ct M N , 00 ro M o m p 0 0 r�r O cO W O 00 = _, Ln m } J Z 2 o 2 C� C� N Y 0 T N LnL Ln LLLL 0 C G Z Z 0 M Cl' Q M LD 0 LLJ W W N ° O z �: z �: OL Q 0 0 01 O cN-I O N O 0 N o U) a cr C 0 ° O Q O° r1i J M O ri 7 7 O O O d ° ° N_ o 06 00 LLn 0 C M M m N m N m N W C4 0 O -0 N � p CD y LL � O O O O LL O O O O O O O Ln Ln Ln Ln Ln O O N m N N M O O O Q C C C C C C m M M m m m C) C) _C U •C •C •C C C C C C C C C ,C c m m m m m m m u O O O O O O O O O O O O O .0 U U •C U U U U L N L v L a) L O L O L N > C C C C C C C C C C C C C C C c •C 'C •C 'C 'C '� 'C�� N m m m m m m m m m ra m m m O O O O O O O U U V U U U V U U U U U U Y Y Y Y Y Y Y -i J J J J J aJ y� U_ Y •� N �: N m U i U U U U U fL6 to Z p c U a-1 ap M M a 0 0 an c 0 Ln �o aJ in � N Y L O p p Ln J Cv C Q CL m U d aJ c Q O U CT do t6 O L w C C p LL C O O M '> — 3 - m auNWLu C OJ O U U U U U C L? m CA Ln v a a a a ap O lD Q U m O C N N M O rn N (n L N ^ Ln O 4 m v o kD U C j m QJ U c/9 Ln oo }, W M O M �c Ou O O O N 00 M O O Cl O N O _0 -0 W Y = O Y O co N j U (V N b L U L N aJ Y U V, M 1D v Q 0 00 00 N +' O O N N 3 M M V U U O O v v c C Ln F— 1— u U O N U m Q m N In A m ` N N N Q O t O J J m to w U 0$ x X X X X X N y O O O O O = � H H X X X X X Cortez, Robert From: John T. Choi Dohnc @c3os.com] Sent: Tuesday, January 08, 2013 5:00 PM To: Cortez, Robert Subject: Recognizing the change on Owned Equipment - Customer Care Maintenance Agreement Robert, C3 acknowledges that the cost per copy of $0.0126 is lower than what was on G's response to the City of Santa Ana's copier bid and approves of this lower click charge. Also, to further clarify, C3 acknowledges that there is a zero allowance (aka minimum commitment) and every click charge is billed at $0.0126. Best Regards, John T. Choi Vice President of Sales & Operations CMiCeSolutions Client Centric Consulting Office: 714.689.1700 1 Fax: 714.641.2717 1 Direct: 714.689.1711 www.c3officesolutions.com I johnc @c3os.com EXHIBIT B -3 SAMPLE EQUIPMENT LEASE AGREEMENT 14 De Lage Landen Public Finance LLC State and Local Government Lease - Purchase Agreement 1111 Old Eagle School Road PHONE: (800) 736 -0220 Wayne, PA 19087 FACSIMILE: (800) 700 -4643 Legal Name City of Santa Ana Lease Paynwnls. See Lease Payment Schedule Attached as Attachment l Phone Number 714 647 -5402 [Full A Nacre (if any) For DE LADE LANDEN PUBLIC FINANCE LLC Purchase Order Requisition Number ing Address 0 Civic Center Plaza M16 City Slate Zip Santa Ana CA 92702 Send Invoice to Attention cif: Equipment make — Model NO. Serial Number Description (AllachSeparato Schedule BNecessary) Please See Attached Equipment Description as "Attachment 2" End of Lease Option: $1 Equipment Location (if not same as above) City Slate Zip Number of Lease Payments 12 Lease Paynwnls. See Lease Payment Schedule Attached as Attachment l Full LemTerm(inMonths) PaymenlFrequency For DE LADE LANDEN PUBLIC FINANCE LLC ❑ Monthly 36 I WOuarlerty 11 SeMamually 0 Annually 0 Other End of Lease Option: $1 By checking the box below. YOU herebydesignalethisLeaseasa' qualifiedlaweemplobligallm 'asWinedin Section 265(b)(3)(0) of the Internal Revenue Code and represent that the aggregate face amount of all lax- erenpt obligations (excluding private activity bonds other than qualified 501(c)(3) bonds) Issued at to be Issued by YOU and YOUR subordinate entities during the calendar year In which WE fund this Leap Is not reasonably expected to exceed 510,000,000. - 0 Bank Oualificalion Elected TERMS AND CONDITIONS Please read YOUR copy of this State and Local Govemment Lease- Purchase Agreement ( "Lease') carefully and feel free to ask US any questions YOU may have about iL Words "YOU" and "YOUR" refer to the "Lessee" and the words "WE; US" and "OUR" refer to De Lage Landon Public Fi LLC, its successors and assigns, as the "Lessor" of the Equipment 1. LEASE. WE agree to lease to YOU and YOU agree to lease from US, the equipment listed above (and on any attached schedule) Including all replacement parts, repairs, additions and accessories rEquipmerd ") on the terms and conditions of this Lease and on any attached schedule. 2. TERM. This Lease is effective on the date when the term of this Lease and YOUR obligation to pay rent commence, which date shall be the date that funds are advanced by US to YOU, the vendor of the Equipment or an escrow agent for the purpose of paying or reimbursing all or a portion of the cost of the Equipment (the "Commencement Date ") and continues thereafter for an original term ( "Original Term ") ending at the end of YOUR budget year in effect on the Commencement Date and maybe continued by YOU for additional one -year renewal terms ( "Renewal Terms ") coinciding with YOUR budget year up to the total number of months Indicated above as the Full Lease Term; provided, however, that at the end of the Original Term and at the end of each Renewal Term unfit the Full Lease Term has been completed, YOU shalt be deemed to have continued this Lease for the next Renewal Term unless YOU shall have terminated this Lease pursuant to Section 5 or Section 17. Lease Payments will be due asset forth on Attachment 1 until the balance of the Lease Payments and any additional Lease Payments or expenses chargeable to YOU under this Lease are paid in full. Asset forth in the Lease Payment Schedule, a portion of each Lease Payment Is paid as, and represents payment of, interest. YOUR obligation to pay the Lease Payments and YOUR other Lease obligations are absolute and unconditional and are not subject to cancellation, reduction, setoff or counterclaim except as provided in Section S. THIS LEASE IS NON- CANCELABLE EXCEPT AS PROVIDED IN SECTION 5. 3. LATE CHARGES. N a Lease Payment to not made an the date when due, YOU will pay US a late charge at the rate of 18% per annum or the maximum amount permitted bylaw, whichever Is less, from such date. 4. CONTINUATION OF LEASE TERM. YOU currently intend, subject to Section 5, to continue this Lease through the Full Lease Term and to pay the Lease Payments hereunder. YOU reasonably believe that legally available funds in an amount sufficient to make all Lease Payments during the Full Lease Tenn can be obtained. YOUR responsible financial officer shall do all things lawfully within his or her power to obtain and maintain funds from which the Lease Payments may be made, including making provision for the Lease Payments to the extent necessary in each proposed annual budget submitted for approval in accor- dance with YOUR applicable procedures and to exhaust all available reviews and appeals ff that portion of the budget is not approved. Notwithstanding the foregoing, the decision whether to budget or appropriate funds and to extend this Lease for any Renewal Term is solely within the discretion of YOUR governing body. S. NONAPPROPRIATION. YOU are obligated on to pay such Lease Payments under this Lease as may lawfully be made from funds budgeted and appropriated forthat purpose during YOUR then current budget year. If YOU fail to appropriate or otherwise make available funds to pay the Lease Payments required to be paid in the next occurring Renewal Term, this Lease shall be deemed terminated at the end of the then current Original Term or Renewal Term. YOU agree to deliver written notice to US of such termination at least 90 days prior to the end of the then current Original Term or Renewal Term, but failure to give such notice shall not extend the term of this Lease beyond the then current Original Term or Renewal Tenn. If this Lease Is terminated in accordance with this Section, YOU agree, at YOUR cost and expense, to peaceably deliver the Equipment to US at the location or locations specified by US. 8. WARRANTIES. WE are teasing the Equipment to YOU "AS•19" and WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PAR - TICULAR PURPOSE. WE transfer to YOU, without recourse, for the term of this Lease all warranties, it any, made by the manufacturer. YOU ALSO ACKNOWLEDGE THAT NO ONE IS AUTHOR12ED TO WAIVE OR CHANGE ANY TERM, PROVISION OR CONDITION OF THIS LEASE AND, EXCEPT FOR THE MANUFACTURER WARRANTIES, MAKE ANY REPRESENTATION OR WARRANTY ABOUT THIS LEASE OR THE EQUIP- MENT. WE SHAH NOT BE LIABLE FOR SPECIAL, RESULTING OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF WARRANTY OR REPRESENTATION OR RESULTING FROM THE USE OR PERFORMANCE OF THE EQUIPMENT. YOUR OBLIGATION TO PAY IN FULL ANY AMOUNT DUE UNDER THE LEASE WILL NOT BE AFFECTED BY ANY DISPUTE, CLAIM, COUNTERCLAIM, DEFENSE OR OTHER RIGHT WHICH YOU MAY HAVE OR ASSERT AGAINST THE SUPPLIER OR THE EQUIPMENT MANUFACTURER. 7. DELIIIERY AND ACCEPTANCE. YOU ARE RESPONSIBLE. AT YOUR OWN COST. TO ARRANGE FOR THE DELIVERY AND INSTALIA110NOF THE EQUIPMENT (UNLESS THOSE COSTS ARE INCLUDED INTHE COSTS OFTHE EQUIPMENT TO US). IFREOUESTED, YOU WILL SIGN A SEPARATE EOUIPMENT DELNERYAND ACCEPTANCE CERTIFICATE. WE MAY AT OUR DISCRETION CONFIRM BY TELEPHONETHAT YOU HAVE ACCEPTED THE EQUIPMENT AND THAT TELEPHONE VERIFICATION OF YOUR ACCEPTANCE OFTHE EQUIPMENT SHALL HAVE THE SAME EFFECT AS A SIGNED DELIVERY AND ACCEPTANCE CERTIFICATE. (Terms and Conditions continued on the reverse side of this Lease.) You aWee to elf of the Tans and Conditions oordaired in both sides of this Lease, and in any attachments to soma (all of which are Included by reraence) and become part of this Lease. YOU admoaledge to have read and agreed to all IM Terms and Conditions You agree that this =97.1K. he Equipment Is: 1P NEW 0 USED Signature Dale 1 � Tale Pilot Name Z Legal Name at Corporation City of Santa Ana (LEASE MUST BE SIGNED BY AUTHORIZED OFFICIAL OF LESSEE) Lessor Signature Dale Prod Name Tills For DE LADE LANDEN PUBLIC FINANCE LLC Lease Number PUB 11708 Lease Dale November 16 2012 Herder 1.0. Number K8081 Page 1 of 2 S. TITLE, PERSONAL PROPERTY, LOCATION, INSPECTION, NO MODIFICATIONS OR ALTER- ATIONS. YOU have title to the Equipment; provided that title to the Equipment will Immediatey and w thou' arty act ion by YOU vest in US, and YOU shall Immediatey surrender possession of the Ein' entto US, (a) upon any termination of this Lease other than termination pursuant to Section 17 or (b) if YOU are in default of this Lease. it Is the infarct of the parties hereto that any transfer of title to US pursuant to this Section shall occur automatically without the necessity of any bill of sale, certificate of title or other instrument of conveyance. YO shall , nevertheless, axecute and deliver arry such instruments as WE may request to evidence such transfer. As security for YOUR obliga- tions hereunder. WE retain a security interest in the Equipment and all proceeds thereof. YOU have the right to use the Equipment during the term of this Lease, except as otherwise expressly set forth in this Lease. Although the Equipment may become attached to real estate, it remains personal property. YOU agree not to alter or modify the Equipment or permit a lien to be placed upon the Equipment or to remove the Equipment without OUR prior written consent V WE feet it is neces- sary, YOU agree to provide US with waivers of Interest or liens from anyone claiming any Interest In the real estate on which any items of Equipment is located. WE also have the right, at reason - able times, to inspect the Equipment 9. MAINTENANCE. YOU are required, at YOUR own cost and expense, to keep the Equipment In good repair, condition and working order, except for ordinary wear and tear, and YOU well supply all parts and servicing required. All replacement parts used or installed and repairs made to the Equipment will become OUR property. YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR PROVIDING ANY REQUIRED MAINTENANCE AND/DR SERVICE FOR THE EQUIPMENT. YOU WILL MAKE ALL CLAIMS FOR SERV- ICE AND /OR MAINTENANCE SOLELY TO THE SUPPLIER AND /OR MANUFACTURER AND SUCH CLAIMS WILL NOT AFFECT YOUR OBLIGATION TO MAKE ALL REQUIRED LEASE PAYMENTS. 10. ASSIGNMENT. YOU AGREE NOT TO TRANSFER, SELL, SUBLEASE, ASSIGN, PLEDGE OR ENCUMBER EITHER THE EQUIPMENT OR ANY RIGHTS UNDER THIS LEASE WITHOUT OUR PRIOR WRITTEN CONSENT. YOU agree that WE may sell, assign or transfer this Lease and, if WE do, the new owner will have the same rights and benefits that WE now have and will not have to perform arry of OUR obligations and the rights of the new owner will not be subject to any claims, counterclaims, defenses or set -offs that YOU may have against US. YOU hereby appoint Municipal Registrar Se rvices (the "Registrar') as YOUR agent for the purpose of maintaining a written record of each assignment in form necessary to comply with Section 149(a) of the internal Revenue Code of 1986, as amended. No such assignment shall be binding on YOU until the Registrar has received written nofice from the assignor of the name and address of the assignee. 11. LOSS OR DAMAGE. YOU are responsible for the risk of loss or destruction of, or damage to the Equipment No such loss or damage relieves YOU from any obligation under this Lease. If any of the Equipment is damaged by fire or other casually or title to, or the temporary use of, any of the Equipment is taken under the exercise of the power of eminent domain, the net proceeds ( "Net Proceeds'l of any Insurance claim orcondemnabon award will be applied to the prompt replacement, repair, restoration, modification orimprovement of that Equipment uniessYOU have exercised YOUR option to purchase the Equipment pursuant to Section 17. Any balance of the Net Proceeds remain- ing after such work has been completed shall be paid to YOU. 12. INDEMNITY. WE are not responsible for any losses or Injuries caused by the manufacture, acquisition, delivery, installation, ownership, use, lease, possession, maintenance, operation or rejec- tion of the Equipment or defects in the Equipment. To the extent permitted by law, YOU agree to reim- burse US for and to defend US against any claim for losses or Injuries relating to the Equipment. This indemnity will continue even after the termination of this Lease. 13. TAXES. YOU agree to pay all applicable license and registration fees, sale and use taxes, per- sonal property taxes and all other taxes and charges, relating to the ownership, leasing, rental, sale, purchase, possession or use of the Equipment (exceptthose based on OUR net income). YOU agree that if WE pay arty taxes or charges, YOU will reimburse US for all such payments and will pay US interest and a late charge (as calculated in Section 3) on such payments with the next Lease Payment, plus a fee for OUR collecting and administering any taxes, assessments or fees and remitting them to the appropriate authorftim 14. INSURANCE. During the term of this Lease, YOU will keep the Equipment Insured against all risks of loss or damage in an amount not less than the replacement cost of the Equipment without deductible and without co-insurance. YOU will also obtain and maintain for the term of this Lease, comprehensive public liability insurance covering both personal injury and property damage of at least $100,000 per person and $300,000 per occurrence or bodily injury and $50,000 for property damage. WE will be the sole named loss payee on the property insurance and named as an addition- al insured on the public liability Insurance. YOU will pay all premiums for such Insurance and must deliver proof of insurance coverage satisfactory to US. If YOU do not provide such insurance, YOU agree that WE have the right but not the obligation, to obtain such Insurance and add an insurance fee to the amount due from you, on which we make a profit 15. DEFAULT. Subject to Section 5, YOU are in default of this Lease if any of the following occurs: (a) YOU fail to pa any Lease Payment or other sum when due; (b) YOU breach arty warran- ty or other obligation under this Lease, or any other agreement with US, (c) YOU become Insolvent or unable to pay YOUR debts when due, YOU make an assignment for the benefit of creditors or YOU undergo a substantial deterioration in YOUR financial condition, or (d) YOU file or have filed against YOU a petition for liquidation, reorganization, adjustment of debt or similar relief under the Federal Bankruptcy Code or any other present or future federal or state bankruptcy or insolvency law, or a trustee, receiver or liquidator is appointed for YOU or a substantial d�art of YOUR assets. 16. REMEDIES. WE have the following remedies if YOU are in default of this Lease: WE may declare the entire balance of the unpaid Lease Payments forthe then current Original Term or Renewal Term immediately due and payable; sue for and receive all Lease Payments and any other payments then accrued or accelerated under this Lease; charge YOU Interest on all monies due US at the rate of eighteen percent (181/6) per year from the date of default unfit paid, but in no event more than the maximum rate permitted by law; charge YOU a return-check or non - sufficient funds charge ( "NSF Charge ") of $25.00, for a check that is returned for any reason; and require that YOU return the Equipment to US and, if YOU fail to return the Equipment, enter upon the premises peaceably with or without legal process where the Equipment is located and repossess the Equipment Such return or repossession of the Equipment will not consfitute a termination of this Lease unless WE expressly notify YOU in writing. If the Equipment is returned or repossessed by US and unless WE have termi- nated this Lame, WE will sell or re-rent the Equipment to any persons with any terms WE determine, at one or more public or private sales, with or without notice to YOU, and apply the net proceeds after deducting the costs and expenses of such sale or re -rent, to YOUR obligations with YOU remaining liable for any deficiency and with any excess over the amounts described in this Section plus the then applicable Purchase Price to be paid to YOU. YOU are also required to pay () all e�enses incurred by US in connection with the enforcement of any remedies, including all expenses of repossessing, storing, shipping, repairing and selling the Equipment and (i) reasonable attomays' fees. 17. PURCHASE OPTION. Provided YOU are not In default YOU shall have the option to purchase all but not less than all of the Equipment (a) on the date the last Lease Payment is due ((assuming this Lease is renewed at the and of the Original Term and each Renewal Term), it this Leases still in effect on that day, upon payment in full of Lease Payments and all other amounts then due and the payment of One Dollarto US; (b) on the last day of the Original Term or any Renewal Term then In effect, upon at least 60 days' prior written notice to US and payment in full to US of the Lease Payments and all other amounts then due plus the then applicable Purchase Price set forth on the Lease Payment Schedule; or (c) if substantial damage to or destruction or condemnation of substantially all of the Equipment has occurred, on the day specified In YOUR written notice to US of YOUR exercise of the purchase option upon at least 60 days' prior notice to US and payment in full to US of the Lease Payments and all other amounts then due plus the then applicable Purchase Price set forth on the Lease Payment Schedule. 18. REPRESENTATIONS AND WARRANTIES. YOU warrant and represent as follows: (a) YOU are a public body corporate and politic duty organized and existing under the constitution and laws of YOUR State with full power and authority to enter into this Lease and the transactions contemplated hereby and to perform all of YOUR obligations hereunder, (b) YOU have duly authorized the execu- tion and delivery of this Lease by proper action by YOUR governing body at a meeting duly called, regularly convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval, and all requirements have been metand procedures have occurred In orderto ensure the validity and enforceability of this Lease; (c) YOU have complied with such pub- lic bidding re uirements as may be applicable to this Lease and the acquisition by YOU of the Equipmonk (d� all authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by YOU of this Lease or in connection with the carrying out by YOU of YOUR obligations hereunder have been obtained; (e) this Lease constitutes the legal, valid and binding obligation of YOU enforceable in accordance with its terms, except to the extent limited by applicable bankmptay, Insolvency, reorganization or other laws affecting creditors' rights generally; (1) YOU have, in accordance with the requirements of law, fully budgeted and appro- priated sufficient funds for the current budget year to make the Lease Payments scheduled to come due during the current budgetyearand to meet YOUR other obligations under this Lease for the cur- rent budget year, and those funds have not been expended for other purposes; (g) the Equipment is essential to YOUR functions or to the services YOU provide to YOUR citizens, YOU have an Immedi- ate need for the Equipment and expect to make immediate use of the Equipment, YOUR need for the Equipment is not temporary and YOU do not expect the need for any item of the Equipment to dimin- ish in the foreseeable future, including the Full Lease Tenn, and the Equipment will be used by YOU only for the purpose of performing one or more of YOUR governmental or proprietaryfunctions con- sistent with the permissible scope of YOUR authority and will not be used In the trade or business of any other entity or person; and (h) YOU have never failed to appropriate or otherwise make available funds sufficient to pay rental or other payments coming due under any lease purchase, installment sale or other similar agreement. 19. UCC FILINGS AND FINANCIAL STATEMENTS. YOU authorize US to file a financing state- ment with respect to the Equipment If WE feel it is necessary, YOU agree to submit financial state- ments (audited if available) on a quarterly basis. 20. UCC - ARTICLE 2A PROVISIONS. YOU agree that this Lease Is a Finance Lease as that term is defined in Article 2A of the Uniform Commercial Code ( "UCC'$. YOU acknowledge that WE have given YOU the name of the Supplier of the Equipment WE hereby notify YOU that YOU may have rights under the contract with the Supplier and YOU may contact the Supplier fora description of any rights or warranties that YOU may have under this supply contract. YOU also waive any and all rights and remedies granted YOU under Sections 2A-508 through 2A -522 of the UCC. 21. TAX EXEMPTION, YOU will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended, including without limitation Sections 103 and 148 thereof, and the appl- cable regulations thereunder to maintain the exclusion of the interest portion of the Lease Payments from gross income for purposes of federal income taxation. 22. BANK OIIALIFICATION. If YOU checked the "Bank Qualification Elected" box on the front page of this Lease YOU and all YOUR subordinate entities will not issue in excess of $10,000,000 of qualfied tax - exempt obligations (including this Lease but excluding private activity bonds other than qualfied 501(c)(3) bonds) during the calendar year in which WE fund this Lease without first obtain- ing an opinion of nationally recognized counsel in the area of tax- exempt municipal obligations acceptable to US that the designation of this Lease as a "qualified tax- exempt obligation" will not be adversely affected. 23. CHOICE OF LAW; JURY TRIAL WAIVER. This Lease shall be governed and construed in accordance with the laws of the state where YOU are located. To the extent permitted by law, YOU agree to waive YOUR rights to a trial by jury. 24. ENTIRE AGREEMENT; SEVERABILITY; WAIVERS. This Lease contains the entire agreement and understanding. No agreements or understandings are binding on the parties unless set forth in writing and signed by the parties. Arry provision of this Lease which for any reason may be held unen- forceable in anyurisdictlon shall, as to such jurisdiction, be ineffective without invaliding the remain - ing provsions a i this Lease. THIS LEASE IS NOT INTENDED FOR TRANSACTIONS WITH AN EQUIP- MENT COST OF LESS THAN $1,000. 25. FACSIMILE DOCUMENTATION. YOU agree that a facsimile copy of this lease with facsimi- le signatures may be treated as an original and will be admissible as evidence of this Lease. Page 2a2 02012 All Rights Reserved Prinled in the U.S.A. 12PFDOC207 9112 ti 0 CJ CD U. C Mo" N r AMENDMENT TO STATE AND LOCAL GOVERNMENT LEASE - PURCHASE AGREEMENT This Amendment to that certain State and Local Government Lease - Purchase Agreement (together with all Exhibits and this Amendment, the "Agreement") dated as of November 16, 2012, between CITY OF SANTA ANA (together with its successors and assigns, "Lessor "), and DE LAGE LANDEN PUBLIC FINANCE LLC (together with its successors and assigns, "Lessee "), is incorporated in and is hereby made a part of the Agreement.. Lessor and Lessee hereby agree that capitalized terms used herein and not otherwise defined herein shall have the terms assigned to such terms in the Agreement and that the following changes and additibns are hereby made to the Agreement: Section 10 of the Agreement ASSIGNMENT: is deleted and replaced with, "YOU AGREE NOT TO TRANSFER, SELL, SUBLEASE, ASSIGN, PLEDGE OR ENCUMBER EITHER THE EQUIPMENT OR ANY RIGHTS UNDER THIS LEASE WITHOUT OUR PRIOR WRITTEN CONSENT. YOU agree that WE may sell, assign or transfer OUR rights to payment pursuant to this Lease and, if WE do, the new owner will have the same rights and benefits that WE now have and will not have to perform any of OUR obligations and the rights of the new owner will not be subject to any claims, counterclaims, defenses or set -offs that YOU may have against US. Such assignment of payment shall not relieve US of OUR obligations set forth in this Lease Agreement. YOU hereby appoint Municipal Registrar Services (the "Registrar") as YOUR agent for the purpose of maintaining a written record of each assignment in form necessary to comply with Section 149(a) of the Internal Revenue Code of 1986, as amended. No such assignment shall be binding on YOU until the Registrar has received written notice from the assignor of the name and address of the assignee. 2. Section 14 of the Agreement INSURANCE: During the term of this Lease, YOU will keep the Equipment insured against all risks of loss or damage in an amount not less than the replacement cost of the Equipment. YOU have provided US with information about YOUR self - insurance program, and WE agree that this program satisfies the requirement of this Section. 3. Section 26 of the Agreement UCC- ARTICLE 2A PROVISIONS: Delete in its entirety. Except as specifically set forth in this Amendment, all terms and conditions contained in the Agreement remain in full force and effect and are hereby ratified and confirmed. LESSOR:DE LAGE LANDEN PUBLIC FINANCE LLC BY: AUTHORIZED SIGNATURE BY: PRINTED NAME AND TITLE ADDRESS: LESSEE: CITY OF SANTA ANA BY: X AUT IGNATURE+r�� BY: Z , Die. c T,n ce— PRINTED 14AME AND TITLE ADDRESS: 20 CIVIC CENTER PLAZA M16 SANTA ANA, CA 92702 DATE: DATE: 11,C) 9 1 r ATTACHMENT 1 STATE AND LOCAL GOVERNMENT LEASE - PURCHASE AGREEMENT Lease Payment Schedule LESSOR: DE LAGE LANDEN PUBLIC FINANCE LLC LESSEE: City of Santa Ana LEASE NUMBER: PUB 11708 LEASE DATE: November 16 .20 12 Lease Payments are due on each periodic anniversary of the Commencement Date that occurs during the Full Lease Term until all of the payments set forth below have been received by US. The period for each periodic anniversary is quarterly , as specified in the Payment Frequency box of this Lease. If the Commencement Date occurs on the 29th, 30th or 31st day of any month, the periodic anniversary will be deemed to occur on the 1st day of the month, commencing on the 1st day of the fourth succeeding month after the month of such Commencement Date. Payment Number Rental Payment Interest Portion Principal Portion Balance Purchase Price Loan 0.00 0.00 0.00 93,260.38 0.00 1 8,320.13 993.21 7,326.92 85,933.46 88,511.46 2 8,320.13 915.17 7,404.96 78,528.50 80,884.36 3 6,320.13 836.31 7,463.82 71,044.68 73,176.02 4 8,320.13 756.61 7,563.52 83,481.16 65,385.59 5 8,320.13 676.06 7,644.07 55,837.09 57,512.20 6 8,320.13 594.65 7,725.48 48,111.61 49,554.96 7 8,320.13 512.38 7,807.75 40,303.86 41,512.98 8 8,320.13 429.23 7,890.90 32,412,96 33,385.35 9 8,320.13 345.19 7,974.94 24,438.02 25,171.16 10 8,320.13 260.26 8,059.87 16,378.15 16,869.49 11 8,320.13 174.42 8,145.71 8,232.44 8,479.41 12 6,320.13 67.89 8,232.44 0.00 0,00 Grand Totals 99,841.56 6,581.18 93,260.38 Sales tax of $6,707.82 is included in the financed amount shown above. n aaamon to me states quartany payment or $9,32u.13, a quartery SenAce/Malntenance payment of $2,804.00 Is due and payable quarterly. This quarterly Service/Maintenance payment is separate from the $6,320.13 quarterly tax- exempt principal and interest equipment lease payment. The aforementioned Service/Maintenanoe payment will be passed through to the Vendor providing the service /mafntenance. The total quarterly payment due is $10,924.13($8,320.13 + $2,604.00). 0 0 8 Lessee Signature: Date: 0 1� ` r� Print Name: Tide: i) r . X_1 FYw w -e— N T_ Pape 1 of 1 ®20Y Ali RIprys Rcse.W. FIWW ink U.S.A. 12PFDOC20R 9/12 ATTACHMENT 2 STATE AND LOCAL GOVERNMENT LEASE - PURCHASE AGREEMENT EQUIPMENT DESCRIPTION LESSOR: De Lane Landen Public Finance LLC LESSEE: City of Santa Ana LEASE NUMBER: PUB 11708 LEASE DATE: November 16 20 12 Quantity Description/Serial No. /Model No. Location 3 Sharp MX -4111 N Copiers With Attachments 20 Civic Center Q Santa Ana, CA 92701 SIN: 25 ( Dw (9/% ' SIN: /� /►' /' �+ C'� S /N: rB /J �— �5'V �d CO 6 71 Sharp MX -5111 N Copier With Attachments 1 SIN: 1-50 9 7 62Y 0 B Sharp MX -361 ON Copier With Attach^ments SIN: 2 ,j 7 / 3 / / _�;-3 Sharp MX -2615N Copier With Attachments SIN: 2 5"O LSD s- Sharp MX- 5111NNN7 Copier Wth Attachments S/N: ! R, 0i 1 Sharp MX -361 ON Copier With Attachments 60 Civic Center Plaza Santa Ana CA 92701 SIN. 25132123 LESSEE Signature: Dale: p Print Name: Title: e- I 4 0 ZI V_ Noe 1 of 2 02012 AN Rights RewM, Pointed ink USA 10PFDOCI6M I(V12 ATTACHMENT 2 STATE AND LOCAL GOVERNMENT LEASE - PURCHASE AGREEMENT EQUIPMENT DESCRIPTION LESSOR: De Lage Landen Public Finance LLC LESSEE: City of Santa Ana LEASE NUMBER: PUB 11708 LEASE DATE: November 16 20 12 Quantity Description /Serial No./Model No. Location 1 Sharp MX -264N Copier With Attachments 220 South Daisy Avenue 7 Santa Ana, CA 92703 SIN: 1 Sharp MX -2615N Copier With Attachments SIN: 2.5 0 A 3 /g 1 Sharp MX -4111 N Copier With Attachments 1000 East Santa Ana Blvd /� [% Santa Ana, CA 92701 SIN: 5-0 & 7 1 1 Sharp MX -5111 N Copier With Attachments ,rti- 2 �&_/ 0 q.2-& fQ 1 Sharp MX -264N Copier With Attachments 62 Civic Center Santa Ana, CA 92701 SIN: Z 529 3 7_2- � % 1 Sharp MX -264N Copier With Attachments 2201 West McFadden Avenue Santa Ana, CA 92704 SIN: ZS-0 3 �,�'a -/ iv as m T LESSEE Signature: Date: 8 c Print Name: Title: Fi na Al C_ C_ a Page 2 d 2 02012 All nights Reserved. Printed in Ne U.S.A. 10PF00C16M 10/12 De Lage Landen Public Finance LLC 1111 Old Eagle School Road Wayne, PA 19087 Ladies and Gentlemen: _ ACCEPTANCE CERTIFICATE Re: State and Local Government Lease Purchase Agreement dated as of November 16 20 12 , between De Lage Landen Public Finance LLC, as Lessor, and City of8anta Ana , as Lessee. In accordance with the State and Local Government Lease Purchase Agreement (the "Agreement"), the undersigned Lessee hereby certifies and represents to, and agrees with Lessor as follows: 1. All of the Equipment (as such term is defined in the Agreement) has been delivered, installed and accepted on the date hereof. 2. Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. 3. Lessee is currently maintaining the insurance coverage required by Section 14 of the Agreement. 4. No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the Agreement) exists at the date hereof. G (SEAL) =141 fli" Reamed. Printed In the U.S A. 07PF000055YI 3109 S uo ua Q O G W a 0 Less C; CI of Santa Ana Signature Date Print Name title ' A,. r►q�?GQ =141 fli" Reamed. Printed In the U.S A. 07PF000055YI 3109 S uo ua Q O G W a 0 BILLING INFORMATION PLEASE COMPLETE THIS FORM AND RETURN WITH DOCUMENTS In order for De Lage Landen Public Finance LLC to properly bill and credit your account, It is necessary that you _ complete. this form and_retur..n.lt with.the signed documents.._ Billing Name: Ty o v, 11"` � Billing Address: 70 G V 1 G C" e Plaza —owl 3 Z Sr-M A A(�''a..,,t�,e� A G2`lo2 Attention: Cn'(' `Z (Name of ind^ividual who will process payments) Telephone Number. �O1' JZ—q J� Email Address: GOB Z 5 P SA r►A -and . . FEDERAL IDH: 9S _ (0000100s Primary Contact Name: RD co I �� Z. Primary Contact Number: ( l )LA) CA-� - SZa C INSURRAANCCE INNFFORMATI�ON Insurance Agent: l �� "` n Policy Number: Telephone Number: !1U iA Fax Number: This form completed by: I� n� (Name and Title CONTACT INFORMATION FOR 8038 FILINGS Contact Name: Title: Contact Address: Contact Telephone Number: Email Address: CL 0 a u. 00 0 02012 All RIgW Readied. Printed In U U.SA, OBPFDOCOBBY2 7112 �'j30fficeSolutions CUSTOMER CARE MAINTENANCE AGREEMENT Version Date: January 7, 2013 v . . :,.. A. ....,., ,�iY�.�°%' ::. ., rr.�.,.':-s srs•�7Y cN,.�.a,%� �$��'r;�. �'� ,""{.kr �.:��x , €)a." �„,,Ey'i, �" ":�„a� rR1 Cty of Santa Ana 20 Civic Center Plaza M -16 Santa Ana, CA 92702 fry N nr.£ e''c Cl 4+t-�_ 55; `k ?.ka 4 "} _i n+�iL c.. >�rY r, t,4.'�`:,�a8' 3"*k!�.,.s.�5�'�''� ,. 5¢bY:'.,, Cortez 7-5295 ,• Cortez 714 - 647 -5295 yyT;ryByyDyy. ;,5, y.�.��xx'��((..�i.]}1�� Robert RNIYr,YTrI~3C'.v�wN :rr�..r?r 3.al ik.,..ykt; 4Yd M 4 #.1,Lg Gi' (�dtiJ'x.3`($r:`�• xz 5.n.;• �'.x .. f a f.,l!.,.i�k'ii: { .k'+.x e.1., ..'1;] See Schedule A rcortez5ftanta- ana.ora ;�:�'�Y :.:: �n '�slst,�d�'%TIONAIICSC#�I�Q.I��> „3,°F':, ' 't ='S �,,. v:e', s.,METE[f4'ONl'fkOT�', �.uh �T.��, P,iT�f!f�i `,.;�e' rn..a � ,�,..� u�•'r See Schedule A CITE/.' it..,"; °.r,,..a.. .: ". .. w . ,.,:;57ATE '' ,r , '. ZIP,COdE ".,: h "" _ MET�R:EMAiL bbRESSi , Santa Ana CA 92702 .. � ...tee.,, a .,�.,, . m. a..,~.�.'�"x; .a . ":'� J, r ',�`,''r'�•,'frR�� .. r Refer to Schedule A . r_. _ Phase 1 included Included included Included included included Included included no Nov. 1, 2012 TOTAL MIN: QUARTERLY13pSE'CHARGEt!i }r v �ppyy/� err $0.00 Refer to Schedule A for Locations, Device Information, Accessories, and Serial Numbers BASE BASE CHARGE FREQUENCY METER FREQUENCY ;JiUTGiOfIcINGcPAY,. GFr',Vt1L//14E12. , i,ma rfa Quarterly Quarterly�� BLACK QUARTERLY ALLOWANCE INCLUDED B/W OVERAGE - OVER ALLOWANCE B /W' QUARTERLY Q y :4 t />({l/DE#2t1i1C1B 'r r t Y iJ x� { { y kb A "@ 'M°�A%.. 240,000 $0.0079 $0.00 COLOR QUARTERLY ALLOWANCE COLOR OVERAGE - COLOR QUARTERLY BASE ' I have read and understand our obligations under the terms and INCLUDED OVER ALLOWANCE condlttons stated herein, and on the reverse side thereof, as the only agreement pertaining to the equipment hereunder. No other 12 000 r $0.059 $0.00 MANAGED / tl[t%�'C,/ agreements apply unless expressly noted on the face of this agreement or in the contracts specified above. I understand all meter counts are based on 8.5x11 (minimum) single sided Images. MPSCON7RACr ONSEPARA7EMPSCONTRACT hitll h11 " :_ Customer has declined maintenance coverage at this time. The customer understands obtalning maintenance coverage later may Incur cha es in rg addition to the normal maintenance charges and has been informed as to the current time and material billing rates. �"i/,OLI'{AitE' ,i -. „,�? �st „, N!A MPS CONTRACT ON SEPAfLg7E MPS CON7RACJ' X 6 1. GENERAL SCOPE OF COVERAGE This Agreement covers both the labor and the material for adjustments, repair and replacements of parts ( "Maintenance ") as required by normal use of the equipment identified on the front page of this Agreement ('Equipment "). Maintenance does not cover charges for Installation, relocating or de- installation of the Equipment. Service necessary to repair damage to the Equipment caused by misuse, abuse, negligence, attachment of unauthorized components, accessories or parts, use of substandard facsimile (thermal) paper or substandard supplies, other causes beyond the control of C3 Offfice Solutions or such causes which would void the Equipments' warranty are not covered by this Agreement. Any such repairs identified In the proceeding sentence shall be separately billed to customer and may lead to the termination of this Agreement. In addition, C3 Offfice Solutions may terminate this Agreement it the equipment is modified, damaged, altered or serviced by personnel other than the C3 Offfice Solutions Authorized Personnel, or it parts, accessories or components not meeting machine specifications are titled to the Equipment. Maintenance shall not cover charges for repairs needed as a result of Customer or third party modifications to software or hardware. 2. MAINTENANCE VISITS Maintenance visits will be made during standard weekday business hours at the address shown on the first page of this Agreement. Maintenance visits requested for holidays, weekends or after standard business hours may result in additional charges for travel and labor pursuant to C3 Offfice Solutions standard overtime rates in effect at the time Maintenance visit. Maintenance performed during a Maintenance visit Includes lubrication and cleaning of the Equipment and the adjustment, repair or replacement of parts described below. 3. REPAIR AND REPLACEMENT OF PARTS, All parts necessary for proper operation of the Equipment requiring replacement due to normal wear and tear, subject to the general scope of coverage, will be furnished free of charge during a service call. 4. MAJOR REPAIRS AND UPGRADES Major repairs resulting from misuses of the product. overall failure of the Equipment resulting from the normal end of life cycle of the Equipment and other repairs requiring more than customary repair and part replacements shall not be considered covered Maintenance. C3 Office Solutions reserves the right to cancel the maintenance agreement, should customer misuse or abuse the Intended features of the device. 5. USE OF C3 Offfice Solutions SUPPLIES Customer is not obligated to use C3 Offfice Solutions approved supplies under this Agreement. If, however, the Customer uses other than C3 Offfice Solutions approved supplies (other than paper) and such supplies result in damage to the device, C3 Offfice Solutions may, at its discretion, assess a surcharge or terminate this Agreement. If C3 Offfice Solutions terminates this Agreement, C3 Offfice Solutions may make service available on a "Per Call" basis based upon C3 Offfice Solutions standard rates in effect at the time of service . 6. SUPPLIES Supplies selected, it any, on the front of this Agreement ('Supplies'), shall be included under this Agreement. C3 Offfice Solutions will provide such selected Supplies to the Customer based upon normal yields. Supplies provided are for use with the Equipment covered by this Agreement only and are not for resale or for use with other equipment. If the Customer's usage of the Supplies exceeds the normal yields for the Equipment being serviced, C3 Office Solutions will invoice and the Customer agrees to pay, for the excess supplies at C3 Offfice Solutions current retail prices then in effect. C3 Offfice Solutions reserves the right to charge for supplies and freight. Normal yield is defined as the published industry standard yield for the product model covered under this Agreement. 7. ELECTRICAL REOUIRMENTS In order to insure optimum performance of the Equipment, Customer must comply with all Sharp required electrical specification, including but not limited to use of designated circuit and outlets and required voltage requirements. These power standards are required by UL and/or local safety regulations. C3 Office Solutions can cancel the agreement should customer not comply with C3 Office Solutions recommended electrical requirements B. CHARGES The initial charge for Maintenance under this Agreement is non - refundable and shall be the amount set forth on the first page of this Agreement The annual maintenance fee with respect to any renewal term, will be charged at the time of term renewal. Customer shall be charged according to the payment cycle indicated on the front page of this Agreement. Customer shall pay all charges within ten (10) days of the due date. Excess late charges over 60 days, will result in late charges equal to 5% of invoice. C3 Office Solutions reserves the right to cancel this Agreement upon written notice to the Customer, or C3 Offfice Solutions may charge (and Customer hereby agrees to pay) a fair and reasonable upcharge for continued service. Rates are fixed for the term of the contract. 9. METER READING Customer is obligated to provide meter reading(s) In a timely manner upon request, It the Customer fails or refuses to provide the meter reading in a timely manner, C3 Offfice Solutions may estimate the meter based upon previous billing and service meter readings. The estimated meter will then be applied in the same manner as if the meter had been supplied by the Customer and the Customer agrees to pay any overage charges that may result from the estimated meter reading. 10. TERM This Agreement shall become effective upon C3 Offfice Solutions receipt from Customer of the initial non - refundable maintenance charge If applicable, as set forth on the first page of this Agreement, or for such Customers that are to be billed in arrears, upon the date indicated in the 'Start Date" portion of the first page of this Agreement. The term of this Agreement shall be as specified on the first page of this Agreement. 11. EVENT OF DEFAULT AND TERMINATION The Customer's failure to pay any amount due under this Agreement, or breach of any other obligation herein shall constitute an Event of Default. Upon an Event of Default, C3 Offfice Solutions may In Its discretion take any one or more of the following actions: (1) cease performing all Maintenance or any other service under this Agreement; (ii) furnish Maintenance or service upon a prepaid, "Per Call' basis; and/or (iii) terminate this Agreement. Customer shall be obligated to pay any amounts due and owing to C3 Offfice Solutions within (10) days of the expiration or termination of this Agreement. Customer, upon payment of all such amounts due, shall thereafter have no further liability or obligation to C3 Offfice Solutions whatsoever for any further fees or expenses arising hereunder. 12. INDEMNITY Customer shall indemnify, save and hold C3 Offfice Solutions, its affiliates, officers, directors, shareholders, employees, agents and representatives and its and their successors and assigns ('C3 Offfice Solutions Parties') harmless from and against any liability, loss cost, expense or damage whatsoever caused by reason of any breach of this Agreement by Customer or by reason of any Injury, whether to body, property or business or to any other person by reason of any act, neglect, omission or default by Customer. C3 Offfice Solutions shall be entitled to recover from Customer all costs and expenses including without limitation, attorney's fees and disbursement, incurred by C3 Offfice Solutions in connection with actions taken by C3 Offfice Solutions or its representatives (i) to enforce any provision of this Agreement; (ii) to effect any payments or collections provided for herein; (iii) to institute, maintain, preserve, enforce and foreclose on SOS's security interest In or lien an the goods, whether through judicial proceedings or otherwise. 13. ENTIRE AGREEMENT This constitutes the entire Agreement between the parties relating to the subject matter hereof. Any modifications to this Agreement must be in writing and signed by both parties. 14. SUCESSORS AND ASSIGNS; TERMINATION Neither party may assign this Agreement or any of its rights or obligations hereunder, without the prior written approval of the other party, which will not be unreasonably withheld, except that either party may assign its obligations and rights to a wholly owned subsidiary, parent corporation, or entity under the same ownership, operation or control. 15. SEVERABILITY If any provision in this Agreement is held invalid or unenforceable by a body of competent jurisdiction, such provision will be construed, limited or, if necessary, severed to the extent necessary to eliminate such invalidity or unenforceability. The Parties agree to negotiate in good faith a valid, enforceable substitute provision that most nearly affects the Parties' original intent in entering into this Agreement or to provide an equitable adjustment in the event no such provision can be added. The other provision of this Agreement shall remain in full force and effect. 16. COUNTERPARTS AND FACSIMILE SIGNATURES This Agreement may be executed in several counterparts, each of which shall be deemed to be an original and all of which together shall constitute one Agreement binding on all parties hereto, notwithstanding, that all the parties have not signed the same counterpart. A faxed signature of this Agreement bearing authorized signatures may be treated as an original. 17. JURISDICTION All parties hereby consent to the exclusive jurisdiction "Of the Federal Courts located in CA and the State Courts located in CA In any proceeding arising out of or relating to this Agreement. 18. LIMITATION OF LIABILITY To the extent permitted by law, in no event shell C3 Offfice Solutions be liable to Customer for any special, Incidental, consequential, or indirect damages, loss of business profhs, business interruption, loss of business information arising out of the inability to use the Equipment. The Customer acknowledges that the Maintenance provided by C3 Office Solutions is for the mechanical maintenance of the Equipment only, and that this Agreement does not cover any software, networking or any other connectivity or functionality unrelated to the device(s) described in this agreement. Network and or connectivity services not included in this contract are available from C3 Office Solutions at additional costs. 19. FORCE MAJEURE C3 Office Solutions shall not be liable to Customer for any failure or delay caused by events beyond C3 Offfice Solutions control, including. without limitation, Customer's failure to furnish necessary information; sabotage; failure or delays in transportation or communication; boycotts; embargoes; failures or substitutions of equipment; labor disputes; accidents; shortages of labor, fuel, raw materials, machinery, or equipment; technical failures; fire; storm; flood; earthquake; explosion; acts of the public enemy; war, insurrection; dot; public disorder; epidemic; quarantine restrictions; acts of God; acts of any government or any quasi- governmental authority, Instrumentality or agency. 20. NO WARRANTY C3 Office Solutions DISCLAIMS ALL WARRANTIES, EXPESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TECHNICAL COMPATABILITY, FITNESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE. 21. INSURANCE If the Customer is leasing the equipment, the Customer shall obtain and maintain, at its own expense, insurance relating to claims for injury and/or property damage (Including commercial general liability insurance) based on Its use of the equipment, goods and machinery. t+ C cu E GJ GJ L Q U L N L .O u M u C OJ E L V m i+ Q a cu T-1 w IA m s a C E V m m m a m aG G a C a -� c m C C C m C m C m C m C m c m C m C m 1n m m C Q N M 0 Q Q Q Q Q Q C •m ai aJ Y m m m m j j VI C N Q Q C C C C C C m m C u O m Ln m m (A m Ln m LI) m In m In m Ln m c m c m a al N Q Q a al V •d a) N a1 m m Il C C C O D C C C C C C cU U U U L L U U U U U U m V) m V) C _V U_ _u 7 7 _U V_ W W U .mom. J u �_ U % U O V) O 5 D 9 U > U >_ U U U 0 O W_ " O O N N C) 0 O O O O O p o C) N 1D N W N N N N N N N N N e-I N a) Z Z Z Z Z Z Z -'i Z Z Z Z Z Z Z c4 O V) Ln N O M N N �q r1 .LO L -N -1 V) W M W N W N %D N N -� E lD M' .-1 In .-;i sY, .-1 -4 a-1 V) 1D N: '^- X X X X X X cc i g M a a a a n. CL CL C a >a a s u a U L t- L t t L. L O m is m m m N m V) N V) V) V7. Ln V) C V' In. V)' lLn. V) H. -(n. aa) C ' O L L L L L C O> C C L G L L C O E C O O c O C C 0 E vv�ao��0 °v m a c c c o 0 o '7' s c o 3 3 3 L r c a c 3 u 0 0 o c c 'G c L L c c o 0 oN o> o 0 0 0 0 0 0 E E E E E o a m o`Y o1°nlon000 000°Oo 0 o o o v v Q N a u u V) a lfl O U V) U U Q o 'm o n_ a D_ D_ o a rL a u1 a s o m u u m u v L s L G L L s s m C L u d GE o •0 G 0 0 0 0 u o O O 291.2k:! K C K W K K K )- OC � J 0 C 0 C 0 a a M v Y m v Y v a1 ar �+ d Y ar �+ m 0 a) w d C m C m m y .-I 1 e-I -4 s-I .-I - N� N N N N N m L IL 0 m J vv U u C E C O O O U U O O m LL LL w Y m C N ++ ` Q O O CL LL a) C V+ = LL a) �' u m LL p yU+ C V� Gmm L � C C T T L L O M O M al U E F= a) i+ C r, C a a aQ O O aJ Y C c m s O n m O u U O O O U N N C c Q Q 0 O G m m m —= w v a V_ � 2 m 2 2 m 2 m m v u u O, O, z: � � +T+ Z O O O a U a U U U U V U U U D. I N ACORN® CERTIFICATE OF LIABILITY INSURANCE 1/8/20131 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Tutton Insurance Services, Inc. alco� Ex : (949)261 -5335 FAX No: (949)261 -1911 2913 S Pullman Street ADDRESS: PRODUCER 00017378 CUSTOMER ID 0. Assfst INSURER(S) AFFORDING COVERAGE NAICi Santa Ana CA 92705 INSURED INSURERA :Travelers Indemnity Company, 5658 Reprographics Fax Group, Inc INSURER B: 6809BO11777 DBA: C3 Office Solutions INSURERC: DAMAGE TO RENTED- PREMISES Ea occurrence 1565 -C McGaw Avenue INSURERD: $ 5,000 INSURER E : $ 2,000,000 Irvine CA 92614 INSURERF: COVFRAGFS CFRTIFICATF NIIMRFR•12 /13 GL /RA - /WC RFVISIr1N NIIMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE A POLICY NUMBER POLICY EFF MMIDOIYYYY POLICY EXP MMIDDIYYYY LIMITS Laur GENERAL LIABILITY ORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza Assfst t City AttorneV EACH OCCURRENCE $ 2,000,000 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE I X OCCUR 6809BO11777 /23/2012 /23/2013 DAMAGE TO RENTED- PREMISES Ea occurrence $ 300,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GE N'L AGGREGATE LII,11T APPLIES PER PRODUCTS - COMP /OP AGG $ 4,000,000 X POLICY JE 7 LOC $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS 86850919 /23/2012 /23/2013 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 X BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ SCHEDULED AUTOS HIRED AUTOS PROPERTY DAMAGE (Per accident) $ NON -OWNED AUTOS Medcel payments $ 5,000 Uninsured motorist combined $ 1,000,000 UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DEDUCTIBLE $ $ RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED? (Mandatory in NH) If yes, describe under NIA UB3C72153812 0/2/2012 0/2/2013 WIC STATU- I JOTH- X TORY LIMITS I ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS 1 LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) City of Santa Ana, its officers, employees, agents, volunteers and representatives are named additional insured per attached CG D1 05 04 94. r- nvLUCR "'^' i V i'V167iH - <= LLAIIVN C` Z SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana Laur y itt SA ORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza Assfst t City AttorneV AUTHORIZED REPRESENTATIVE Santa Ana, CA 92702 Stanley Tutton /KARLA�t�a °y AGVKU ZO (ZUUUIUB) © 1988 -2009 ACORD CORPORATION. All rights reserved. INS025 (200909) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -- OWNERS, LESSEES OR CONTRACTORS This endorsement modifies Insurance provided under the following: COMMERCIAL: GENERAL LIABILITY COVERAGE PART PROVISIONS: 1. WHO IS AN INSURED (SECTION III is amended to include as an insured any person or organiza- tion (called hereafter "additional insured") whom you have agreed in a written contract; executed prior to loss, to name as additional insured, but only with respect to liability arising out of "your work' or your ongoing operations for that addi- tional insured performed by you or for you. 2. With respect to the insurance afforded to Addi- tioral Insureds the following conditions apply: a. Limits of Insurance — The following limits of liability apply; 1. The limits which you agreed to provide; or 2. The limits shown on the declarations; whichever is less.. b. This insurance is excess over any valid and collectible insurance unless you have agreed in a written cont, raCt for this insurance to apply on a primar or contributory basis. 3. This insurance does not apply: a. on any basis to any person or organization for whom you have purchased an Owners and Contractors Protective policy. b. to "bodily Injury," "property damage," "per- sonal injury," or "advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, in- cluding: 1. The preparing, approving or failing to prepare or approve maps, drawings, opinions, reports, surveys, change or- ders, designs or specifications; and 2. Supervisory, inspection or engineering services. CG D1 05 0494 Copyright, The Travelers Indemnity.Company, 1994. Page I of 1 Includes Copyrighted Material from Insurance Services Office, Inc. ACI� 4� °� CERTIFICATE OAF LIABILITY INSURANCE X0 /2/20 4Y) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER:. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND; EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, `L} WqR7IFI T R: IMPORTANT: If the certificate holder Is an ADDITI'ANAL N' U I.'E , the policy(es) must be endorsed. If SUBROGATION IS WAIVED, . subject to the terms and conditions of the Do I�e yy..��..��sJJt�In,,..��ollbles may require an endorsement. A statement on this certificate does not eonfor rights to the certificate hotderin lieu ofsuch enH-1 e�ehf{s).5 -. nt i A - A PRODUCER O (( )I i .ill lJE t tl��!",; Tutton Insurance Services, Inc. 2'1913 S. Puullmaa. Street License #OB89376 Santa Ana. CA 927055. NAME PHONE (949)261-5335 . 1 (AtC.No):: (949)261 -1911 'MAIL INSURER(S) AFFORDING COVERAGE. NAIC# INSURER ATraVelerS. Casualty Insurance 19046 INSURED Reprographics Fax Group, Inc IIBA: C3 Office Solutions 15565-C MCGaw Avenue Irvine CA 92614 INSURER S:Travelers Property " Casualty 5674 INSURER C: INSURER D.: INSURERE: $ 2,.000,000 INSURER .F: $ 300,000 COVERAGES CERTIFICATE- NUMBER:14 -15 GL /BA /WC REVISION. NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO MICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN:, . THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,: EXCLUSIONS AND CONDITIONS OF SUCH POLICIES -, LIMITS SHOWN MAYHAVE BEEN REDUCED BY PAID CLAIMS. INSR TR TYPE OF INSURANCE A DDL BUM SUER 2an POLICY POLICY EFF MMIDOIYWY ) POLICY EXP (MMIDDIYYYY. LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 2,.000,000 PREMISES Ea cceur.uaal $ 300,000 A. X COMMERCIALGENERALLIAMLITY CLAIMS -MADE 5XI OCCUR 68e9Be1177714. /23(2014 /23%2015 RED E #P (Any one person) $ 5,000 PERSONAL e AOV INJURY $ 2„000,000 GENERAL. AGGREGATE: $ 4.,000,000 GEN L. AGGREGATE LIMIT APPLIES. PCR'. PRODUCTS:- COMPA)PAGG. $ 4,000,000 X POLICY PE C- CT Ll AUTOMOBILE LIABILITY COMBINED 'dl G E LIN11 Eo a rident 1,000,000 X BODILY INJURY (Per Person) $ A ANY AUTO ALL OS AUTOSUCE0 8688091-914 /23/2014 /23/201'5 BODILY INJURY (Per acadent) $ NPN OVSTIED HIREDAUT06 AUTOS PROPERT`F DAMAGE. P aoadei4 Medial a MNrs: $ 5 000 UMBRELLA LIAS. OOCOR EACH OCCURRENCE $ AGGREGATE' $ EXCESS LIAS CLAIMS -MADE DEC I I RETENTION:$ R WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YtN ANY PROPRIETGR.PARTNCRODCCUTNE OFIRCERMEMBER EXCLUDED? (Mandatory ln. NH} NIA B4039T8 &714 0/2/Zg14 0/2/2015 X T RTAiL OTbk R EL EACH ACCIDENT $ 1 000 000 E.L. DISEASE -CA EMPLOtiE- $ 1..'000 00.0 fyyas de o,04 under DESCPIPTION.OF OPERATIONS DoOv E L -DISEASE POLICY LIMIT' ® 1 000'000 DESCRIPTION OF OPERATIC NS. I'LOCATIDNS I VEHICLES (AttachACORD 101 Additional Remarks Schedule, it more space is required) City of Santa Ana,: its officers, employees, agents., volunteers and representatives are named additional . insured per attached forms CGT4911193, CGD037 0405 & TLT400 1209' ZFa� Pa � ....... r vim....- K t LISA E. S e CERTIFICATE HOLDER CANCELLATION Assistan LEM ACORD 25(2010/05) Cat1988 •201 -0 ACORD CORPORATION. All rights reserved. iNS025 (2niam) of The ACORD name and logo are registered marks of ACORD IF SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE. THE EXPIRATION DATE THEREOF; NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana 20 civic '.Center Plaza AUTHORIZED REPRESENTATIVE Banta Ana, CA 92702 Stanley Tutton /KARLA. ACORD 25(2010/05) Cat1988 •201 -0 ACORD CORPORATION. All rights reserved. iNS025 (2niam) of The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 6809BOI177714 COMMERCIAL GENERAL LIABILITY ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED- DESIGNATED PERSON OR ORGANIZATION This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of person or organization: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule as an insured butonly with respect to liability arising out of your acts Or omissions. P55 \5tant ��t�'W'a I CG T4 91 11 89 Copyright Insurance Services Office, Inc., 1984 Page 1 _of 1 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS This endorsement modifies insurance, provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV), Paragraph 4. (Other Insurance), is amended as follows: 1. The following is added to Paragraph a. Primary Insurance: However; if you specifically agree in a written con- tract or written agreement that the insurance pro- vided to an additional insured under this Coverage Part must apply on a primary basis, or a primary and non - contributory basis, this insur- ance is primary to other insurance that is avail- able to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or 'property damage" for which coverage is sought occurs; and b. The "personal injury" or "advertising injury " for which coverage is sought arises out of anof- fense committed subsequent to the signing and execution of that contract or agreement by you. 2. The first Subparagraph (2) of Paragraph b. Ex- cess Insurance regarding any other primary in- surance available to you is deleted. 3. The following is added to Paragraph b. Excess Insurance; as an additional subparagraph under Subparagraph (1)r That is available to the insured when the insured is added as an additional Insured under any other policy, 'including any umbrella or excess policy. Itovy,,.w APO,, C� 1aRCK itY l/attovnev pssist'syt �! h CG DO 37 04 05 Copyright 2005 The St, Paul Travelers Companies, Inc, All rights reserved. Page 1 of 1 POLICY NUMBER: 6809601177714 ISSUE DATE: - THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY - NOTICE OF CANCELLATIONMONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice of Cancellation: NONRENEWAL: Number of Days Notice of Nonrenewal: PERSON OR ORGANIZATION: City of Santa Ana, its officers, employees, agents ADDRESS: 20 Civic Center Plaza Santa Ana, CA 92702 TO FOOL P, E. STOA otnev city �Ststant _�' `'� PROVISIONS: l _I / A. if we cancel this policy for any statutorily permit- B. If we decide to not renew this policy for any stafu- ted reason other than nonpayment of premium, torily permitted reason, and a number of days is and a number of days is shown for cancellation In shown for nonrenewal in the schedule above, we the schedule above, we will mail notice of cancel- will mail notice of the nonrenewal to the person or lation to the person or organization shown In the organization shown In the schedule above We schedule above We will mall such notice to the will mail such notice to the address shown in the address shown in the schedule above at least the schedule above at least the number of days number of days shown for cancellation to the shown for nonrenewal in the schedule above be- schedule above before the effective date of can- fore the expiration date. cellation. IL T4 00 12 09 0 2009 The Travelers Indemnity Company Page 1 of 1