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A G R E E M E N T
THIS AGREEMENT (“Agreement”) is made and entered into this ___ day of _______________,
2021, by and between the COUNTY OF FRESNO, a political subdivision of the state of California
(“COUNTY”), and Jones-Walbaum Corporation, a California corporation, doing business as American
Business Machines, whose address is 821 18th Street, Bakersfield, CA 93901 (“CONTRACTOR”).
W I T N E S S E T H:
WHEREAS, COUNTY’S Library Department has a need for one (1) high-speed, high-volume
color digital copier (“Copier Unit”), as well as maintenance and service for the Copier Unit;
WHEREAS, CONTRACTOR is willing and able to lease to COUNTY, with the option to
purchase, the desired Copier Unit upon the terms desired by COUNTY, and to additionally provide full
maintenance and service for the Copier Unit during the term of the lease, subject to the terms and
conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the parties hereto agree as follows:
1.OBLIGATIONS OF THE CONTRACTOR
CONTRACTOR shall provide all products and product-related services as
described in the attached Exhibit A – Scope of Services, which is incorporated by this reference. The
products provided include one (1) Cannon imagePRESS C810 Color Production Printer unit, along with
the included accessories, as noted in the attached Exhibit B – Equipment information, which is
incorporated by this reference. The terms of the attached Attachment B, “Total Solution Lease
Agreement” are attached and incorporated by reference, to the extent they do not conflict with the
terms of this Agreement. If the terms of the Total Solution Lease Agreement, found on Attachment B,
conflict with the terms of this Agreement, the parties agree that the terms of this Agreement shall
prevail.
2.OBLIGATIONS OF COUNTY
COUNTY agrees to exert reasonable care in the operation of the Copier Unit and
27th April
Agreement No. 21-144
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perform all factory-recommended customer care and cleaning required in the operating instructions, which
is necessary to keep the Copier Unit in good operating condition. COUNTY shall keep and use the Copier
Unit at the location of 2420 Mariposa St, Fresno, CA 93721.
3.TERM
This Agreement shall commence on April 27, 2021, and continue for a term of sixty
(60) months, through and including April 26, 2026. As provided in Section 5, herein, COUNTY shall have
the option to purchase the Equipment from CONTRACTOR or its Assignee, which option must be
exercised within 60 days prior to expiration of the Lease Term.
4.TERMINATION
A.Non-Allocation of Funds - The terms of this Agreement, and the services to be
provided thereunder, are contingent on the approval of funds by the appropriating government agency.
Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
terminated, at any time by giving CONTRACTOR thirty (30) days advance written notice.
B.Breach of Contract - COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of COUNTY there is:
1) An illegal or improper use of funds;
2) A failure to comply with any term of this Agreement;
3) A substantially incorrect or incomplete report submitted to the COUNTY;
4) Improperly performed service.
In no event shall any payment by COUNTY constitute a waiver by COUNTY of
any breach of this Agreement or any default which may then exist on the part of the CONTRACTOR.
Neither shall such payment impair or prejudice any remedy available to COUNTY with respect to the
breach or default. The COUNTY shall have the right to demand of the CONTRACTOR the repayment to
COUNTY of any funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of
COUNTY were not expended in accordance with the terms of this Agreement. The CONTRACTOR shall
promptly refund any such funds upon demand.
C.Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by COUNTY by giving thirty (30) days advance written notice of an intention
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to terminate to CONTRACTOR.
5.COMPENSATION/INVOICING
A.For actual services provided, as identified in the terms and conditions of this
Agreement, COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive
compensation based on actual expenditures incurred by CONTRACTOR in accordance with Attachment
A, attached, and incorporated by this reference. In no event shall compensation paid for services
performed under this Agreement exceed two hundred ten thousand dollars ($210,000).
B.CONTRACTOR shall submit monthly invoices to the County of Fresno, Library’s
Business Office. Payments by COUNTY shall be made within forty-five (45) days after receipt, verification
and approval of CONTRACTOR’s invoices.
C.It is understood that all expenses incidental to CONTRACTOR'S performance of
services under this Agreement shall be borne by CONTRACTOR.
D.Purchase Option
At the end of the Lease Term, COUNTY shall have the option to purchase the Copier
Unit at the purchase option price of seventeen thousand five hundred dollars ($17,500) plus any applicable
taxes, expenses, charges, and fees. COUNTY shall give CONTRACTOR or its Assignee, as applicable, a
minimum of sixty (60) days written notice prior to expiration of the Lease Term, that it will purchase the
Copier Unit at the purchase option price of $17,500. If the Purchase Option is utilized, the Copier Unit will
be sold “as is”, and the purchase will be accomplished by a Bill of Sale, to be signed by CONTRACTOR
and COUNTY.
6.INDEPENDENT CONTRACTOR
In performance of the work, duties and obligations assumed by CONTRACTOR
under this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of
the CONTRACTOR'S officers, agents, and employees will at all times be acting and performing as an
independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no right
to control or supervise or direct the manner or method by which CONTRACTOR shall perform its work and
function. However, COUNTY shall retain the right to administer this Agreement so as to verify that
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CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof.
CONTRACTOR and COUNTY shall comply with all applicable provisions of law and
the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject
thereof.
Because of its status as an independent contractor, CONTRACTOR shall have
absolutely no right to employment rights and benefits available to COUNTY employees. CONTRACTOR
shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required
employee benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless
from all matters relating to payment of CONTRACTOR'S employees, including compliance with Social
Security withholding and all other regulations governing such matters. It is acknowledged that during the
term of this Agreement, CONTRACTOR may be providing services to others unrelated to the COUNTY or
to this Agreement.
7.MODIFICATION
Any matters of this Agreement may be modified from time to time upon (30) days
written notification of either party without, in any way, affecting the remainder.
8.NON-ASSIGNMENT
Neither party shall assign, transfer or sub-contract this Agreement nor their rights or
duties under this Agreement without the prior written consent of the other party.
9.HOLD HARMLESS
CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S
request, defend the COUNTY, its officers, agents, and employees from any and all costs and expenses
(including attorney’s fees and costs), damages, liabilities, claims, and losses occurring or resulting to
COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its officers, agents,
or employees under this Agreement, and from any and all costs and expenses (including attorney’s fees
and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation
who may be injured or damaged by the performance, or failure to perform, of CONTRACTOR, its
officers, agents, or employees under this Agreement.
The provisions of this Section 9 shall survive termination of the Agreement.
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10.INSURANCE
Without limiting COUNTY's right to obtain indemnification from CONTRACTOR or
any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following
insurance policies or a program of self-insurance, including but not limited to, an insurance pooling
arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement:
A.Commercial General Liability
Commercial General Liability Insurance with limits of not less than Two Million
Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000). This
policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
liability or any other liability insurance deemed necessary because of the nature of this contract.
B.Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One
Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should
include any auto used in connection with this Agreement.
C.Professional Liability
If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W.,
M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million
Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate.
D.Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California
Labor Code.
E.Technology Professional Liability (Errors and Omissions)
Technology Professional Liability (Errors and Omissions) Insurance appropriate
to the CONTRACTOR’s profession, with limits not less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as
is undertaken by CONTRACTOR in this agreement and shall include, but not be limited to, claims
involving infringement of intellectual property, including but not limited to infringement of copyright,
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trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of
electronic information, release of private information, alteration of electronic information, extortion and
network security. The policy shall provide coverage for breach response costs as well as regulatory
fines and penalties as well as credit monitoring expenses with limits sufficient to respond to
these obligations.
CONTRACTOR shall obtain endorsements to the Commercial General Liability
insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively,
as additional insured, but only insofar as the operations under this Agreement are concerned. Such
coverage for additional insured shall apply as primary insurance and any other insurance, or
self-insurance, maintained by COUNTY, its officers, agents and employees shall be excess only and not
contributing with insurance provided under CONTRACTOR's policies herein. This insurance shall not be
cancelled or changed without a minimum of thirty (30) days advance written notice given to COUNTY.
CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents,
and employees any amounts paid by the policy of worker’s compensation insurance required by this
Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
necessary to accomplish such waiver of subrogation, but CONTRACTOR’s waiver of subrogation under
this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
Within Thirty (30) days from the date CONTRACTOR signs and executes this
Agreement, CONTRACTOR shall provide certificates of insurance and endorsement as stated above for
all of the foregoing policies, as required herein, to the County of Fresno, Library Business Manager, 2420
Mariposa Street, Fresno, CA. 93721), stating that such insurance coverages have been obtained and are
in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any
premiums on the policies; that for such worker’s compensation insurance the CONTRACTOR has waived
its right to recover from the COUNTY, its officers, agents, and employees any amounts paid under the
insurance policy and that waiver does not invalidate the insurance policy; that such Commercial General
Liability insurance names the County of Fresno, its officers, agents and employees, individually and
collectively, as additional insured, but only insofar as the operations under this Agreement are concerned;
that such coverage for additional insured shall apply as primary insurance and any other insurance, or
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self-insurance, maintained by COUNTY, its officers, agents and employees, shall be excess only and not
contributing with insurance provided under CONTRACTOR's policies herein; and that this insurance shall
not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to
COUNTY.
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
herein provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
Agreement upon the occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the State of
California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc.
rating of A FSC VII or better.
11.AUDITS AND INSPECTIONS
The CONTRACTOR shall at any time during business hours, and as often as the
COUNTY may deem necessary, make available to the COUNTY for examination all of its records and data
with respect to the matters covered by this Agreement. The CONTRACTOR shall, upon request by the
COUNTY, permit the COUNTY to audit and inspect all of such records and data necessary to ensure
CONTRACTOR'S compliance with the terms of this Agreement.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall
be subject to the examination and audit of the California State Auditor for a period of three (3) years after
final payment under contract (Government Code Section 8546.7).
12.NOTICES
The persons and their addresses having authority to give and receive notices under
this Agreement include the following:
COUNTY CONTRACTOR
County Librarian American Business Machines
2420 Mariposa Street PO BOX 2737
Fresno, CA 93721 Bakersfield, CA 93303
All notices between the COUNTY and the CONTRACTOR provided for or permitted
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under this Agreement must be in writing and delivered either by personal service, by first-class United
States mail, by an overnight commercial courier service, or by telephonic facsimile transmission. A notice
delivered by personal service is effective upon service to the recipient. A notice delivered by first-class
United States mail is effective three COUNTY business days after deposit in the United States mail,
postage prepaid, addressed to the recipient. A notice delivered by an overnight commercial courier service
is effective one COUNTY business day after deposit with the overnight commercial courier service,
delivery fees prepaid, with delivery instructions given for next day delivery, addressed to the recipient. A
notice delivered by telephonic facsimile is effective when transmission to the recipient is completed (but, if
such transmission is completed outside of COUNTY business hours, then such delivery shall be deemed
to be effective at the next beginning of a COUNTY business day), provided that the sender maintains a
machine record of the completed transmission. For all claims arising out of or related to this Agreement,
nothing in this section establishes, waives, or modifies any claims presentation requirements or
procedures provided by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1
of the Government Code, beginning with section 810).
13.GOVERNING LAW
Venue for any action arising out of or related to this Agreement shall only be in
Fresno County, California.
The rights and obligations of the parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
14.DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if CONTRACTOR is operating as a corporation (a
for-profit or non-profit corporation) or if during the term of the Agreement, CONTRACTOR changes its
status to operate as a corporation.
Members of CONTRACTOR’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or performing services
under this Agreement. A self-dealing transaction shall mean a transaction to which CONTRACTOR is a
party and in which one or more of its directors has a material financial interest. Members of the Board
of Directors shall disclose any self-dealing transactions that they are a party to by completing and
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signing a Self-Dealing Transaction Disclosure Form, attached as Exhibit D and incorporated herein by
reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
immediately thereafter.
15.ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the CONTRACTOR and
COUNTY with respect to the subject matter hereof, and supersedes all previous Agreement negotiations,
proposals, commitments, writings, advertisements, publications, and understandings of any nature
whatsoever unless expressly included in this Agreement.
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II
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first hereinabove written.
Ryan Jones. General Manager
Print Name & Title
P.O. Box 2737
Bakersfield, CA 93303
Mailing Address
FOR ACCOUNTING USE ONLY:
Fund: 0107
Subclass : 10000
ORG No .: 75110402
Account No.: 7888
cou 7/E
Steve Brandau, Chairman of the Board of
Supervisors of the County of Fresno
ATTEST:
Bernice E . Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
Exhibit A
Scope of Services
1.Equipment Specifications
A.Equipment
a.CONTRACTOR shall lease to COUNTY one (1) Canon imagePRESS C810 Color Production
Printer unit (“Copier Unit”) for a term of Sixty (60) months.
b.CONTRACTOR’s equipment shall be new. COUNTY will not accept remanufactured
equipment, newly rebuilt equipment, or any unit with used parts.
B.Equipment Uptime/Specifications
a.CONTRACTOR guarantees that the Copier Unit shall perform as specified under normal
operating conditions in the County work environment, and must be able to continuously
perform at the specified performance requirement, as described in Exhibit B.
2.Support Services
A.Miscellaneous Support Services
a.CONTRACTOR shall perform all maintenance, including the cleaning, lubrication, and
ordinary adjustments necessary to maintain the Copier in good operating condition.
b.CONTRACTOR shall replace all mechanical and electrical parts that become damaged
and/or worn during the term of this Agreement, unless the damage is caused by fire, act
of God, vandalism, or COUNTY’s misuse or neglect.
c.CONTRACTOR shall provide all operating supplies and consumables, except paper, for
the Copier.
d.CONTRACTOR shall provide factory-certified service technicians to respond to COUNTY’s
service calls.
e.In the event there is a large job that COUNTY cannot handle, CONTRACTOR shall offer its
services at wholesale price.
B.Preventive Maintenance
a.The Copier unit’s preventative maintenance schedule is per manufacturer specification.
b.Regular and Preventative Maintenance of Supplies:
i.At no extra charge, CONTRACTOR shall deploy its FM Audit Software at
Agreement inception to provide automatic supply replenishment. The FM Audit
Software allows for the ability to remotely monitor toner supply levels, paper
levels, and errors occurring at any device on the network. The FM Audit
Software also allows COUNTY to remotely monitor the Copier unit.
3.Training
a.Training shall include a complete overview of the hardware, scan to e-mail and file, and
print drivers. CONTRACTOR shall also review all copier and printing applications to
provide customization with items to provide customized setting to enhance the canon
product experience.
b.CONTRACTOR’s corporate trainers shall provide detailed individual and/or team training
to COUNTY staff, upon written request from CONTY.
PEPPM CONTRACT ORDER DETAIL INSTRUCTIONS
Please make sure that your purchase order contains the PEPPM Contract number
below for the pricing schedules utilized in this order.
PEPPM 2019 Canon Product Line / Contract Profile/Contract No. 528897-004
Address PO out as follows:
Canon Financial Services
c/o American Business Machines
14904 Collections Center Drive
Chicago, IL 60693
Lease Term: 60 months Lease Type: FMV Total Lease Payment:
$1829.69
Service coverage included in the lease contract: 5000 BW pages and 22,000 color pages per month
Overage rates for those volumes are $0.0098 BW and $0.042 Color
(providing billing information)
Note itemization of hardware/software options included in lease configuration:
3238C002AA imagePRESS C910 Main Engine
3245C001AA C810 Speed License
3655C005AA iPR Server G250
3241C002AA M1-Duplex Reader
0163c014AA POD Deck Lite XL-A1
0118C002AA Booklet Finisher-W1 PRO
5738B002AA Puncher Unit-BS1
3242C001AA Stack Bypass-C1
3243C001AA Stack Bypass Tray-D1
1228C001AA Long Sheet Tray-B1
8929B001AA Envelope Attachment-G1
4166C001AA Long Sheet Catch Tray XL-A1
6596A043AA FIERY IMPOSE AND COMPOSE SOFTWARE
Exhibit B
PEPPM Contract pricing include equipment lease, full service monthly volumes
as specified for BW & Color pages, and average overages generated per month.
imagePRESS C910 Main Engine
C810 80ppm Speed License
iPR Server G250
M1-Duplex Reader Doc Feeder
POD Paper Deck Lite-C1
Booklet Finisher-W1 PRO
Hole Puncher Unit-BS1
Stack Bypass-C1
Stack Bypass Tray-D1
Long Sheet Tray-B1
Envelope Attachment-G1
Current Payment: (Incl. 5000 BW/22,000 COLOR per mo) $1763.87 mo
•Lease Pmt = $667.92 + Service $1095.95
•Ave. Mo. overages @ 3633 BW and 14,592 Color $ 753.58 mo.
(Overage cost per page .0113 BW and .04883 Color)
Total Current Monthly Contract $2517.45.
New Payment: (Incl. 5000 BW/22,000 COLOR per mo.) $1724.92 mo.
•Lease Pmt = $750.92 + Service $974.00
•Ave. Mo. overages @ 3633 BW and 14,592 Color $ 648.47 mo.
•(Overage cost per page .0098 BW and .042 Color)
Total NEW Monthly Contract (PEPPM) $2373.39
ESTIMATED MONTHLY SAVINGS…………………………………………….($ 144.06)
OPTIONAL SOFTWARE FOR FIERY: (Graphics assistance with cards, booklets, tabs, more)
IMPOSE/COMPOSE SOFTWARE PACKAGE - ADD TO PAYMENT $ 30.00 PER MO.
(includes 1 hour virtual training)
BANNER DRAWER OPTION - ADD TO PAYMENT $ 75.00 PER MO.
(holds up to 1000 sheets / 30” maximum lenghth)
Note space requirements for the addition of this option (See following pages)
Pricing does not include applicable taxes. Lease term 60 mo/FMV - Service Inclusive
The options noted to the left match your
current machine but with some noted
improvements:
•Machine speed increase from 70 to 80 ppm
•Long Sheet Bypass Tray Configuration for
banners up to 52” in length.
•The newest Fiery G250 Server – more
advanced that previous Fiery.
•Canon’s newest toner, imaging technology
and 2 and 3 hole punching capabilities.
OPTIONAL BANNER DRAWER 1000 SHEET EXTENTION CONFIGURATION
ATTACHMENT A
Cost of Lease Agreement Summary
Anticipated Growth
by fiscal year
Overage
Copy
Annual Cost
Overage
Copy
Annual Cost Add Ons Service Equipment Total Tax @ .07975 Annual Amount
FY 20-21 588.00$9,072.00$1,260.00$11,688.00$$9,011.04 $31,619.04 2,521.62$$34,140.66
FY 21-22 646.80$10,080.00$1,260.00$11,688.00$$9,011.04 $32,685.84 2,606.70$$35,292.54
FY 22-23 708.54$11,138.40$1,260.00$11,688.00$$9,011.04 $33,805.98 2,696.03$$36,502.01
FY 23-24 868.07$13,416.36$1,260.00$12,501.60$$9,011.04 $37,057.07 2,955.30$$40,012.37
FY 24-25 1,030.33$15,652.71$1,260.00$13,311.60$$9,011.04 $40,265.68 3,211.19$$43,476.86
$3,841.73 $59,359.47 $6,300.00 $60,877.20 $45,055.20 $175,433.60 $13,990.83 $189,424.43
$17,500.00
1.5%Contingency $3,075.57
Contract Maximum $210,000.00
Based on Average Quantity Total Monthly Service Costs
Black & White
Monthly
Avg QTY @ 5%
increase
Guaranteed
Minimum 5,000
Monthly
Overage
Copy Charge
QTY
Rate
per copy
Annual
Black & White
Grand Total
FY 20-21 Year 1 10,000 5,000 5,000 0.0098 588.00$
FY 21-22 Year 2 10,500 5,000 5,500 0.0098 646.80$
FY 22-23 Year 3 11,025 5,000 6,025 0.0098 708.54$
FY 23-24 Year 4 11,576 5,000 6,576 0.0110 868.07$
FY 24-25 Year 5 12,155 5,000 7,155 0.0120 1,030.33$
Grand Total 3,841.73$
Color
Monthly
Avg Volume @ 5%
increase
Guaranteed
Minimum
22,000
Monthly
Overage
Copy Charge
QTY
Rate
per copy
Annual Color
Grand Total
FY 20-21 Year 1 40,000 22,000 18,000 0.0420 9,072.00$
FY 21-22 Year 2 42,000 22,000 20,000 0.0420 10,080.00$
FY 22-23 Year 3 44,100 22,000 22,100 0.0420 11,138.40$
FY 23-24 Year 4 46,305 22,000 24,305 0.0460 13,416.36$
FY 24-25 Year 5 48,620 22,000 26,620 0.0490 15,652.71$
Grand Total 59,359.47$
Estimated Purchase Costs
Equipment
Purchase 70,000.00$not to exceed 25%
Estimated option to Purchase at term of 60 FMV lease 17,500.00$
Anticipated Growth by fiscal year
Anticipated Growth by fiscal year
Estimated FMV Equipment Option
Attachment B
canon
CANON FINANCIAL SERVICES INC ' ("CFS")
Remittance Address: 14904 Collections Center Dr.
Chicaoo, IUinois 60693 (8001 220-0200
COM PAN Y LEGAL NAME
TOTAL SOLUTION
LEASE AGREEMENT
CFS -1015 COl/171
OBA
ATTEST:
BERNICE E . SEIDEL
Clerk of the Board of Supervisors
Count f F ees , Sta e of Cal iforni a
LESSOR'S AGREEMENT
NUMBER:
PHONE
County of Fresno , California Fresno County Publ ic Library ("Customer") 559 .600.6237
BILLING AODRESS CITY COUNTY ST ATE ZIP
2420 Mariposa Fresno Fresno CA 93721
EQUIPMENT ADDRESS CITY COUNTY STATE ZIP
2420 Mariposa (2nd floor) Fresno Fresno CA 93721
Make/ Model I Accessory Serial Number Monthly Guaranteed Overage Copy Charge • l'nitial Meter Reading Minimum Copies
(Black & White\ -(Color) (Blad< & Whtel /Color! /Blad< & While! (Col or!
imagePRESS C810 5,000 22,000 .0098 .042
TOTALS
Guaranteed Copy Plan : @ Individual D Aggregale (Tolals only required) Term: 60 monlhs
Payment Frequency: (if Monlhly D Quarterly Oo1her: Mi nimum Monthly Rental Payment ': $1,829 .69
Meter Reading Frequency: 0 Monthly GZI Quarterly 0 Other: Service and Supplies I ncluded•: G2f Supplies G2f Mai ntenance
End of Term Purchase Option : Os1 .oo [ll Fair Market Value D Other: • Plus App!icable Taxes
THIS AGREEMENT IS NON-CANCELABLE BY CUSTOMER . CUSTOMER REPRESENTS THAT ALL ACTION REQUIRED
TO AUTHORIZE EXECUTION OF THIS AGREEMENT ON BEHALF OF CU STOMER BY THE FOLLOWING SIGNATORIES HAS BEEN TAKEN .
THE UNDERSIGNED HAS READ, UN DERSTANDS AND HEREBY AGREES T Al OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT .
PTED AUTHORIZED CUSTOMER SIGNATU E.
DEALER : ---=-==;,z=.:..:....:====_:;;i~="°'-Sy X lllo
By :
Print Name To, 1011: llpropriel0<,00B : _________ _
Till<!: By: X
Date : Printad Name : Email iddress :
ACCEPTANCE CERTIFICATE
) the Equipment referred to in this Ag reement has been received , (b) instal lalio n has been completed , (c) the Equipment has been examned by Customer and~ in good operating order and
ctory lo Customer, and (d) the Equ ipment is irrevocably acceple Customer for all pu rposes under this Agreemen t. Accordingly, Customer hereby authorizes billing under this Agreem ent
Prin:.aN&"!II ~ Tlll(lany)· • ~ 03lo
TERMS AND CONDITIONS
1. AGREEMENT: Dealer re nts to Customer, a _______ organiz.ed under the laws of the Stale of _____ • with its c.iief executive office at
and Customer ronls l'om Dealer au the equipment desaibcd above, together with al replacement pat1s and subs~tutions for and additions lo such equipment (·Equipment") upon lhe terms and cond itions set fcf"lh in this T oh1I Soirtion Least Agreement
("Agreement"). This Agreement is entered inlo between Customer and Oeal!r, but Dealer inlends lo assign ii to Canon Financ:iol Services, Inc. ("CFS1 , 'MO, its place of business at 158 Gaither Drive, SUile 200, Mount laurel NewJ,ney 08054. and CFS
sha ~ succeod to Dealer's rights md benefitshcfcuider, inclu<ing omership of and title lo the Equipmen~ but not tie Dealer's ob Egations hereunder. PriOI' to such aS5ignment, Dealer shall be "lessof, a't!r such ISSglfflent, CFS shal be "lesd.
2. TERM OF AGREEMENT: Tlis Agreement shall be effee6ve on the dale the Equipment is deivered lo Customer {"Commencement Oate:1. provided Cuslomer exeO.Jles lessa's form of acceptance ('"Acceplance cer1iAcae·) CIC cthcMtse accepts the
Equipmenl as specified herein. The term of U,is Agreement begins on the dale accepted by lessor or any liiler date that Les~ dl!signalu ("Agrel!ment Date 1, and shall consist of the payrr.entperiods specified abovi,, any lnl:rimP«iud, and any renewal
periods. After acceptance of U,e Equipment Cu skim er shaU have no right lo r~e such acceptance or cancel ltis Agreement during the l!fm hereof. The tenn of this Agreement sh al end , lKlless sooner lermina~ by LeMOr, llltlen an amcM'lts req,uil!d to
be paid by Cuslomer under this Agreement have been paid as provided and either (a) Cuslorr:er has purchased the Equipmen t in accord ance with the terms hereor oc (b) the Equipment has been returned at lhe end of the sthed-tJled term or renewal term in
accordanca with the tenns hereof. Customer has no right to return the Equ ipment lo Lesso, prior lo lhe end of the scheduled lenn of this Agreement for any reason wh11tsoever, including , 'll'r.tloUl limitation , payment of DI <!mounts due hereunder prior to the
end of the scheduled term .
3. PAYMENTS : Customer ag,oes lo pay to lessor, as Wlvoiced, d\.'fflg the lctm of this Agreemen~ (a} he payments speci 6ed L-nder •Mnirrllm ~lh.'y Rental Paymenr and any ·Overage Copy Charges• above and (b) sucll other 2.mounl.s p«nitt!d
hereund,r as invoiced by Lessor \Payments"}. Customer also agrees lo p;sy to lessct an interim payment in an amount equal lo 1/30:ft of lhe monthly amoontof the Payment mutrpF.ed by Iha number of days belwffn tha Commenannenl Dale and #'le
A9'11mont Dale {inlarim Petiod") as determined by lessor. The ;mount of each PaYfntnl .ind the End of Term Purchase Opticn \Purchase Option•) price specif~ above are b~ed on Iha suppier's best ast'mate of the cost of tht Equipment and any
related services .ind supplies, Cuslomer autiiorizes Lcs:;or lo adjust the Paymcnl and PUfch.1se Option herein by up lo fifteen pcrconl (15%) if lhc actual total cost of lhe Equipment and arrtrcbi.cd services and suppfies , inciuding any sales oruso tax. is
more or ltss than originally edmated. Once in ec>th twelve (12) monU1 period folk:IW:ng lhe first .mivors.ry of this /\greemen~ Oe11ler h.is Iha right to inere35e both Q) Iha po,ti'on of lhe Mnimum M>ntlly Renl.il Payment re!a\td ta copy ch.rgcs and (ii) the
Overage Copy Charge on each annivers:ry orlhe Commencement Oa\a in ;m .imount not lo exceed 6ftecn pcrccnl(15%) of such eharges ~ich were in etreet immedi:Jtely prior to such pi,ee inaeasa . Customer shall rcmil an Payments hereunder direclty to
CFS at 14904 Collections Center Drive, Chicago, lltinois 60693 , un lsss otherwise directed by lessor. Cuslomtr's ob rig.Jfon to pay aH amounts due under !his Ag:eement and all other obEgations hereunder is absolute .ind UilCOndiionil and is not subject to
ooy abiilemcnl set-o lf, defense, or counlerciain r0t any reason whatsoever.
4. APPLICATION OF PAYMENTS; METER READING : Aft Pnyments receivfd by Lessor rtom Customer under this Agreement wiH be applied to amounts due 3nd payable hereu nder chronologically, based on ltle date of !he ch21ge st'.own on the invoice for
each such amount and among amounts having Iha same dale in such ordtr as lessor, in its disaelion , may determine. Custt>mer ag,ees to adv ise Dealer ol lhe meter readings for tM Equipmenl'upon request
5, NO LESSOR WARRANTIES : CUSTOMER ACKNOWL ED GES THAT NEITH ER DEALER NOR CFS IS A MANUFACTURER, AND CFS IS NOT A DEALER OR SUPPLIER OF THE EQUIP I.ENT. CUSTOM:R AGREES THAT THE EQUIPN~T IS
LEASED "A S IS" ANO IS OF A SIZE, DESIGN , AND CAPACITY SELECTED BY CUSTOMER . CUSTOMER ACKNOWLEDGES THAT NEITHER DEALER NOR CFS HAS MADE ANY REPRESENTATION OR WARRANTY WITH RESPECTTO THE
PERSONAL GUARANTY
The undersigned (\•fflelher one 01 more iJCe specified, "'Gua.'antor(srJ, in con~era!ion o( lhe Dealer identiffed above ("Dealer·) entering inkl, ~ C¥10n Financi2I Sefvices, Inc. rcFS1 ao:ept.ng an assignment ol (p,for la such assignrr.tnt De~er shal
be lhe ·Lesso(', 3nd aner such assignmenl CFS shall be ·Lessor), an agreement {togelher with any schedules or supplements !hereto, "Agreemenr) IMUl Customer iden(ified above ("Cusloml!f1 irevocabfy and unconditionat(,joinlfy, and severally,
guarantee to Lessor, and i!s successors and assigns, the payment when due or atl amounts owed under the Agreement (whett'l er at maturity or upon lhe occurrenec, of an event of defaul or o(herwise) amt the perfonnance ot al i.ms of 9'11 Agrfffflenl
and any other b"ai saction between Customer and lessor (co!Sed.ivety, ·Liabiilftsl lf Customer shall fail lo pay or perfC1Cm any liabiities 'Mlen due, Guarantors shal~ upon demand, pay any amou,ts which may be due.tom Cus:t;ner and lake any aelion
requied ol Customer under lhe Agreement This is an absolute and continuing guaranty, and Guarill"ltors' ~abi lity under lhis Gu2ranty is ptim.ll'Y and wm nol bt affecled by any sett1ement extension, rer.ewal Of mod ification of the Agreemen t or an)(
disehMge or release of Customer's obligations, Vttlelher by agreement or opefam or law.
II any payment on !he Liabilities is !here.ifter set aside, recovered « required to be re!umed for any rea30n f1r1'Uding wilhout timiLltion the bankrup4.cy, insolvency°' reorg.Jr.iz.8'°n of Customer or any o!her person}. the Uabities to wh:ch sl.-ch p ilyfl".enl
was app!ied shal ror the purpo~s of !his Guaranty be deemed lo h:rve eonfoued in existence , ~hNith:SUnding such app i cation. and lhis Gui!'anty shaJI be enforceable a,, :0 weh liabilitin as fulty as if such cJppkation had never been mitde. This
Guaranty may be terminaled only upon sixty (60) dllfs' po« v.r~n notrbe to lessor, and such lef rr.i,a5on sh al be effect"ve only as lo liabiities arising under sd!edwes, supple:nents, or agreements e:nte:ed into after the ,lfective date of termi,ation and
shall not affect Lessor's rights under this Guaranty ais:("9 out of the A~eement«other agreerr.enls entered into prior lo such da!c .
Gua,anlors waive all damages, demands, presenments and notices of every kind and nature, anyrighls of set-off, a."ld any dofenses available to a guarantor (other thai the defense or payment and perfonnlilCe In full) under appic:ab~ J.w,, Guarantori.
tur1herwaive arrt {i) notice of lhe incurmg or Indebtedness by Customer and the acceptance of this Guaranty , (i) right to require suit against Customer or any other party before enfotcing this Guaanty cr.d (ii} right of subrogiHOn :o lessor 's righls against
Customer until the Uabiities en satisfied in fut. Arrt (a) rene-Nals and extensior.s of time otpaymenl (b) ralsase , substilution or comprolnse of or realiz.afjan upon !he Equipmenl oV-aer ouarantits or af'r( coUallral secu:-ify; aod (c) er:ercise of any other
right under tiis or any olher agreement between Lessa and Cuslomer or .my third paty , rMf be made, granted and effected by lessor without notice IO Guarantors and nhoutin any manner affecting Guaanlors' fiabi ft-, under ~is Guaranty .
Guaranlofs shal pay al expenses (i!ckJd ing attorneys' Cees and legal e11peOses) paid Cir inetrTed by lesser in endeavc:ring to collect Iha Liabifities, CIC any parf lht<eof· and in onfcrcilg this Gucl'anty. TH\S GUARANTY SHALL FOR ALL PURPOSES BE
DEEMED A CONTRACT ENTERED fNTO IN THE STATE OF NEW JERSEY, THE RIGHTS OF THE PARTIES UNDER THIS GUARANTY SHALL BE GOVERNED &Y THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REFERENCE TO
CONFLICT OF LAW PRINCIPLES. ANY ACTION ~cEN GUARANTORS AND LESSOR SHALL BE BROUGH TIN ANY STATE OR FEDERAL COURTLOCA TEO IN THE COUNTY OF CAMJrn OR BURUNGTOII. NEW JERSEY. OR AT
LESSOR'S SOLE OPTION, IN THE STATE WHERE ANY GUARANTOR, CUSTOMER OR EQUIPMENT IS LOCATED. GUARANTORS, BY THEIR EXECUTION ANO DELIVERY HEREOF, IRREVOCABLY WAIVE OBJECTIONS TO THE
JURfSDtCTION OF SUCH COURTS AND OSJECTIONS TO VENUE AND CONVENIENCE OF FORUM. GUARANTORS, BY THEIR EXECUTION AND DELIVERY HEREOF, AND LESSOR , BY riS ACCEPTA~CE HEREOF , HERESY IRREVOCABLY
WAIVES ANY RIGHT TO A JURYTRIAL IN ANY SUCH PROCEEDINGS .
QJaranlors qee that lo$sor may accept a fac.simle or other eleciro:lic transmission of !his Guaranry as an o,igin al , and that facsimile~ eleclfonicaU'f b".ms:milled copies d Guwantors· signalutesvil be b'ei1ed as an cog· !ii for al pwposes.
Printed Name . ____________________ SignahKe: ___________________ (r.otit~) Dal•
Address : ----------------------------------------------Phone .
Printed Name : Signalure; ___________________ (no Ille) Dale:
Address: Pho.-,e :
CFS -1015 (01/17) Page 1 of2 SEE REVERSE SIDE FOR ADD1710NAL TERMS AND CONDITIONS
SUITABILITY OR DURABILITY OF THE EQUIPMENT, THE ABSENCE OF ANY CLAIM OF INFRINGEMENT OR THE LIK E,
OR ANY OTHER REPRESENTATION OR WA RRANTY, EXPR ESS OR IMPLI ED, WITH RESPECT TO THE EQUIPMENT
INCLUDING , WITHOUT W,ITATION , THE IWLIED WARRANTIES OF MERCHANTABILITY ANO FITNESS FOR A
PARTICULAR PURPOSE . Any waTanty with respect ID the Equipment made by the manufacturer, Dealer , o, supp l er is
separate from , and is not a pat of this Agreement and shall be for the benefit of CFS , Customer , and CFS' successors or
assignees , if any . So long as Customer is not in breach or default of this Agreement, CFS assigns to Customer any
waTanties (including those agreed to between Customer and the manufacturer , Dealer , Of supplier) which CFS may have
with respect ID any ~em of Equipmen~ provided that the scope and limitations of any such waTanty shall be so~ly as set out
in any agreement between Customer and such manufacturer, Dealer , or suppier or as otherwise specified in waranty
materials from such manufactl.Ker, Dealer, or supplier 111d shaa not rlcklde any implied waranties arising solely from lessor's
acquisition of the Equipment CUSTOMER ACKNOWLEDGES THAT NEITHER THE SUPPLIER NOR ANY DEALER IS
AUTHORIZED TO WAIVE OR ALTER ANY TER M OF THIS AGR EEMEN T OR ANY SCHEDULE, OR TO MAKE ANY
REPRESENTATION OR WARRANTY WITH RESPECT TO THIS AGREEMENT OR THE EQUIPMENT ON BEHALF OF
CFS .
6. ACC EPTANC E; DE LIVER Y: Customer's execution of the Acceptance Ceftificate , Of other confinmation of Customer's
acceptance of the Equipment shall conclusively establish that the Equipment has been deivered to and accepted by
Customer fCM' all purposes of this Agreement and Customer may not for any reason , revoke that acceptance ; however , if
Customer has not within ten (10) days after delivery of such Equipment delivered to Lessor written notice of any non-
acceptance , specifying the reasons therefor and specifically referencing this Agreement Customer shall be deemed to have
irrevocabty accepted such Equipment lessor is the ov.ner of the Equipment and has leased the Equipment to Customer
under this Agreement As between Lessor and Customer, this Agreement shall supersede any Customer pll'"chase order in
its enti'ety , notwithstanding anything to the conb"ary contained in any such pll"chase order . Customer agrees to waive any
right of specific perto,mance of this Agreement and shall ho~ CFS harmless rrom damages~ for any reason the Equipment
is not deivered as ordered , if the Equipment is unsatisfactory , or if CFS does not accept assignment of this Agreement.
Customer agrees that any delay in deivery of the Equipment shall not affect the validity of this Agreement
7. LOC AT IO N; LIENS ; NAMES ; OFFI CES : Customer shall not move the Equipment rrom the location specified herein
except with the prior Mitten consent of Lessor. Customer shall keep the Equipment tee and clecl' of all claims and liens
other than those in favor of Lessa . Customer's legal nane (as set forth in its constituent documents filed with the appropriate
governmental office or agency) is as set forth herein . The jurisdiction of organization and chief executive office address of
Customer are as set forth herein . Customer shall provide Lessor with written notice at least thirty (30) days prior to any
change of its legal name , chief executive office address or its form of organization (including , without 6mitation , its jurisdiction
of organization), and shall exearte and deliver to Lessor such documents as required or appropriate .
8. WARRANT Y OF BUSINES S PUR PO SE ; USE; PER SO NAL PRO PE RTY; FIN ANCIN G STATEMENTS: Customer
represents and waTants that the Equipment wil not be used fo, persona( family , o, househo~ P"Poses . Customer shall
comply with all laws and regulations relating to the use and maintenance of the Equipment Customer shall put the
Equipment only to the use contemplated by the manufacturer. The Equipment shall remain personal property regardless of
Vt'hether it becomes affixed to real property or pemianently rests upon any real property or any improvement to real property .
Customer authcmes Lessor (and any third party filng service designated by Lessor) to execute and file (a) financing
statements eviclencilg the interest of Lessor in the Equipment Qncluding forms containing a broader deSOl)tion of the
Equipment than the description set fOfth herein), (b) continuation statements in respect thereof, and (c) amendments thereto ,
and Customer irrevocabty waives any right to notice thereof.
9. INDE MNITY: Dealer is responsib~ for installation of the Equipment Customer shall reimburse Lessor for and defend
Lessor against any claim for losses or injlJfY caused by the Equipment. This Section shall survive termination of this
Agreement
10. MAINT ENANCE : The charges established by this Agreement include payments fo, services and supplies , and Dealer is
responsible fo, providing those services and suppies described in 'Service and Supplies lncklded " above . Service i.ill be
pertormed by Dealer dll'ing regular business hours (9 :00 a.m. to 5:00 p.m., Monday through Friday , except hoidays) at no
cost to Customer other than as set forth below. Customer shall use reasonable ca-e in handling and operation of the
Equipment Dealer shall have the right to inspect, repair and remove Equipment and /or read the meter at any time during
Customer's business hours . Any S8MC8 work. made necessa-y by Customer's willful act or negligence (including , ,,.;thout
lim~tion , damage to any photo,eceptor copier drums ("Copier Drums") and use of supplies other than those distributed by
Dealer which cause abnormalty frequent service calls or service problems), or any service work Customer may request to be
pertormed outside regular business hours , shall be invoiced in acco,dance IOith Dealer's establshed service policies. Dealer
shall have the right ID substitute equiva~nt Equipment at any time during the tenm of this Agreement Paper must be
purchased sepMatety by Customer . Customer acknowledges that CFS will not be responsible for any seMCe , repairs or
maintenance of the Equipment, Vt'hether provided for in this Agreement or in any other agreement between Dealer and
Customer, and that if Customer has a dispute rega'ding the Equipment or the maintenance thereof, Customer shall continue
to pay all charges due unde, this Agreement without deducting Of withholding any amounts.
11. TAXES ; OTH ER FEES ANO CH ARGES : CUSTOMER SHALL PAY AND DISCHARGE WHEN DUE ALL LICENSE ANO
REGISTRATION FEE S, ASS ESSMEN TS, SALES, USE , PROPERTY AND OTHER TAXES , AND OTHER EXP ENS ES ANO
CHARGES , together with any applicable penalties , interest, and adminishtive fees now or at any time imposed upon any
Equipment the Payments, Of Customer 's performance Of non-performance of i1s obigations he,eunder, whether pay ab~ by
or assessed to Lessor or Customer. If Customer fails to pay any such fees , assessments , taxes, expenses or chcW"ges as
requi'ed hereunder, Lessor shall have the dght but not the obfigation to pay those fees , assessments , taxes, expenses and
cha-ges , and Customer shall promptly reimburse Lessor , upon demand , for all such payments made plus ad minlsb"ative fees
and costs , ~any .Customer acknowiiedges that where requred by law, Lessor wiY fi~ any notices and pay personal property
taxes levied on the Equipment Customer shal reimburse Lessor for the expense of such personal property taxes as invoiced
by Lessor and pay Lessor a processing fee not ID exceed SSO per year per Item of Equipment that is subject to such tax .
Customer ~ees that Lessor has not, and wiU not, render tax advice to Customer , and that payment of such taxes is an
ad minis~ative act . ON TH E DATE OF THE FIRST SCHEDULED PAYMENT AND THE DATE OF THE FIRST SCHEDULED
PAYMENT AFTER THE ADDITION OF ANY EQUIPMENT , CUSTOMER SHALL PAY TO LESSOR A DOCUMENTATION
FEE , IN THE AMOUNT OF $85, TO REIMBURSE LESSOR FOR ITS AD'-INISTRATIVE ANO RECORDING COSTS .
12. INSU RANC E: Customer , at i1s so~ cost and expense , shall , during the term hereof incklding all renewals and
extensions, obtain , maintain and pay for (a) insuraice against the loss , theft, or damage to the Equipment for the fuU
replacement vakJe thereof, and (b) comprehensive pu blic liability and property damage inSlJ'"ance . All such insurance shall
provide fo, a deductible not exceeding $5 ,000 and be in fo,m and amoun~ and IOith companies satisfactory to Lessor . Each
inSU'er providing such inscrance shall name Lessor as additional insured and k>ss payee and provide Lessor thirty (30) days'
'Mitten notice before the policy in question shaH be materially altered or canceled . Customer shall pay the premiums for such
insuraice , shall be responsible for all deductible portions thereof, and shall deliver certificates or other evidence of insurance
to Lesso,. The proceeds of such inscrance , at the option of Lesso,, shall be applied ID (a) replace Of repair the Equipment or
(b) pay Lesso, the 'Remaining Lease Balance ," which shall be the sum ot (i) all amounts then owed by Customer to Lesso,
under this Agreemen~ !!l!!l (ii) the present valJe of all remaining Payments fo, the full term of this Agreemen~ !!l!!l (iH) the
"Asset Value ; which shall be : (A) fo, an Agreement with a $1 .00 Purchase Option , $1.00; (B) fo, an Agreementi.ith a Far
Mcrket Value Purchase Option or no Purchase Option selected , the Fair Market Value of the Equipment (as defined herein),
and {C) for an Agreement ,,.;tt, an Other Purchase Option , the respective dollar amount of such Purchase Option indicated on
the face of this Agree men~ !!l!!l (iv) any applcab~ taxes , expenses , charges and fees . Fo, purposes of detenmn ing present
value under this Agreement Payments shall be discounted at three percent (3%) per year. Customer hereby appoints Lessor
as Customer's attorney-in-fact solely to make claim for , receive payment of, and execute and endorse all documents, checks,
or drafts for any loss or damage under any such insurance policy. lf,,.;thin ten (10) days after Lessor's request, Customer
fails to deliver satisfactory evidence of such insurance to Lessor , then Lessor shall have the right, but not the obligation , to
obtain insurance covering Lessor's interests in the Equipment, and add the costs of acquiring and maintaining such
insur.rice , and an admin istrative fee , to the amounts due from Customer under this Agreement lessor and any of its
affiliates may make a profit on the foregoing .
13. LOSS ; DA MAGE : Customer assumes and shall bea'" the enti"e risk of loss , theft of, or damage to the Equipment from
any cause whatsoever, effective upon deivery to Customer . No such loss , theft, or damage shall re i eve Customer of any
obligation under this Agreement In the event of damage to any Equipment Custo,ner shall immediately repair such damage
at Customer's expense . If any Equipment is k>st stolen , o, damaged beyond repair , Customer , at the option of Lessor, i.ill (a)
replace the same with Wke equipment in a condition acceptable to Lesso, and convey c~ar title to such equipment ID Lessor
(and such equipment will become "Equipmenr and be su bject to the tenms of this Agreement), or (b) pay Lessor the
Remaining Lease Balance . Upon Lessor's receipt of the Remaining Lease Balance , Lessor shall transfer the appicable
Equipment to Customer "AS IS , WHERE IS" without any representation or waTanty whatsoever, except for title , and this
Agreement shan terminate with respect to such Equipment
14. DEFAU LT: Any of the following events Of conditions shall constitute an Event of Default under this Agreement (a)
Customer defaults in the payment v.tien due of any indebtedness of Customer to Lessor, whether or not arising under this
Agreement without notice o, demand by Lessor. (b) Customer or any gua-antor of Customer's obigations he,eunder
rGua'"antor") ceases doilg business as a going concern ; (c) Customer or arr, Gua,antor becomes insolvent or makes an
assignment for the benefit of aeditors ; (d) a petition or proceeding is filed by Of against Customer Of any Guaranto, under
any bankruptcy or insolvency law; (e) a receiver , b"ustee , conservator , or liquidator is appointed for Customer , any Guerantor ,
or any ofthei" property ;(~ any statement representation or wNrMty made by Customer or any Gu.vantor to Lessor is
incorrect in any material respect or (g) Customer or any GuMantor who is a natural person dies .
15. RE MEDIES : Upon the happening of any one o, mo,e Events of Oefau~ Lessor shall have the right to exercise any one
Of all of the folk>wing remedies (which shall be cumulative), simultaneously , Of serially , and in any Ofder: (a) to requre
Customer to immediately pay all Payments hereunder (whether or not then due) and other amounts due under this
Agreement with LeSSOf retaining title to the Equipment (b) to terminate any and all agreements with CuslDmer ; (c) with Of
without notice , demand or legal process , to enter upon the premises wherever the Equipment may be found , to retake
possession of any o, all of the Equipment and (i) retain such Equipment and all Payments and other sums paid hereunder,
or (ii) sell the Equ ipment and recover from Customer the amount by which the Remaining Lease Balance exceeds the net
amount received by Lessor rrom such sa~; o, (d) to pursue any other remedy permitted at law o, in equity . Lesso, (i) may
dispose of the Equipment in its then present condition or toI1o,,.;ng such prepa,ation and processing as Lessor deems
commercially reasonable ; (ii) shall have no duty to prepare o, process the Equipment p<io, to sale ; (iii) may disclai m
WaTanties of title, possession , quiet enjoyment and the l~e ; and (iv) may comply with any appicable state Of federal law
requi"ements in connection ,,.;th a disposition of the Equipment and none of the foregoing actions shall be deemed to
adversety affect the commercial reasonableness of the disposition of the Equ ipment If the Equipment is not available for
sale , Customer shall be liable for the Remaining Lease Balance and any other amounts due under this Agreement No
waiver of any of Customer's obligations , conditions or covenants shall be effective unless contained in a writing signed by
Lessor . Faikre to exercise any remedy that lessor may have shall not constitute a waiver of any obligation v.;th respect to
which Customer is in default.
16. LAT E CHARGES ; EXPEN SES OF EN FORC EMEN T: If Customer fails to pay any sum to be paid by Customer to Lesso,
under this Agreement on or before the due date , Customer shall pay Lessa, upon demand , an amount equal to the greater of
ten percent (10%) of each such delayed Payment or twenty-five dollars ($25) for each bi Ming period o, portion of a biling
period such Payment is delayed , in each case to the extent permitted by applicable law . The amounts specified above shall
be paid as liquidated damages and as compensation for Lessa's internal operating expenses inCtJTed in connection with
such late payment In addition , Customer shall reimburse Lessor for all of its out-of-pocket costs and expenses ncurred in
exercising any of its rights or remedies hereunder or in enforcing any of the terms of this Agreement including , 'Mthout
limitation , reasonable fees and expenses of attorneys crid collection agencies , 'Mlether or not su~ is brought If Lessor
should bring court action , Customer and LeSSOf agree that attorney's fees equal to twenty-five percent (25%) of the total
amount sought by Lessor shall be deemed reasonab~ fo, purposes of this Agreement
17. ASSIG NME NT: CUSTOMER SHALL NOT ASSIGN OR PLEDGE THIS AGREEMENT IN WHOLE OR IN PART, NOR
SHALL CUSTOMER SU BLET OR LE NO ANY EQUIPMENT WITHOUT PRIOR WRITTEN CONSENT OF LESSOR. LesSOf
may pledge or transfer this Agreement. Customer agrees that if Lessor U°ansfers this Agreement the assignee ,,.;11 have the
same rights and benefits that Lessor has now and will not have to perform any of Dealer's or CFS ' obligations 'Mlich Dealer
or CFS will continue to perform . Customer agrees that the rights of the assignee will not be subject to any claims, defenses,
or set-offs that Customer may have against Lessor. If Customer is given notice of any such transfer , Customer agrees , if so
directed therein , to pay directly to the assignee all or any part of the amounts payable hereunder.
18. RENEWAL ; RETUR N: Except in the case of an Agreement containing a S1 .00 Purchase Option , this Agreement shall
automaticalty renew on a month-tCrmonth basis at the same Payment amount and frequency unless Customer sends written
notice to Lesso, at ~ast sixty (60) days befo,e the end of the scheduled tenm Of any renewal term that Customer e~er (i)
shall exercise the Purchase Option in accordance with the terms hereof and at the end of such term exercises such Purchase
Option , or (ii) does not want to renew this Agreement and at the end of such term returns the Equipment as provided below.
Unless this Agreement automatically renews 01' Customer purchases the Equipment as provided herein , Customer shall, at
the termination of this Agreement return the Equipment at its sole cost and expense in good operating condition , ordinary
wecl' and teer resulting from proper use excepted , to a location specified by Lessor . Lessor may cha,ge Customer a return
fee equal to the greater of one Payment or $250 for the processing of returned Equipment If for any reason Customer shall
fail to return the Equipment to Lessor as provided herein , Customer shaft pay to Lessor upon demand one billing period 's
Payment for each billing period or portion thereof that such retool is delayed . Customer shall reimburse Lessa for any costs
incurred by LesSOf ID place the Equipment in good operating condition .
19. PURCHA SE OPTION: (A) END OF TER M PUR CHA SE OPTION. To exercise this option , Customer shall give Lessor
sixty (60) days ' p<io, rrevocable written notice (unless the Purchase Option is $1 .00) that It will purchase all the Eq uipment at
the end of the initial term or any renewal term for the Purchase Option price indicated on the face of this Agreement~ any
applicab~ taxes, expenses, charges and fees. (B) PRIOR TO MATURITY PURCHASE . Customer may , at any time , upon
sixty (60) days ' p<io, rrevocable IM'~n notice purchase an (but not less than all) the Equipment at a price equal to the sum of
all remaining Payments l2fQ§, the Fair Merl.et Value , l2fQ§, any app licable taxes , expenses, cherges and fees . For purposes of
this Agreement ·Fair Mcrket Value• shall be Lessor's retail price at the time Customer notifies Lessor of its intent to purchase
the Equipment Upon proper notice and payment by Customer of the amounts specified above , Lessor shall tansfer the
Equipment to Customer 'AS-IS WHERE-IS" i.ithout any representation o, waTanty whatsoever, except for title , and this
Agreement shall terminate .
20. DAT A: Customer acknowledges that the herd drive(s) on the Equipment including attached devices , may retain images ,
content Of other data that Customer may store for purposes of no,mal operation of the Equipment ("Data"). Customer
acknowledges that CFS is not storing Data on beha~ of Customer and that exposure o, access ID the Data by CFS o, Dealer,
~ any , is purely incidental to the services perfonmed by CFS and Dealer. Neither CFS nor Dealer nor any of their affilates has
an obligation to erase o, ov.,...ite Data upon Customer's retl.m of the Equipment to CFS. Customer is solely responsible for :
(A) its compliance with applicab~ law and legal requirements pertaining to data privacy , storage , security , retention and
protection ; and (B) all decisions related to eras"9 o, over'Miting Data. Without limiting the foregoing , ff appicab~. Customer
should (i) enable the Hard D~k Drive (HOD) data erase functionally that is a standard feallxe on certain Equipment and/or
(ii) prior ID return Of other disposition of the Equipment utiize the HOD (Of comparab~) fo,matting function (which may be
referred to as "lnitiaized AH Data/Settings" function) ff found on the Equipment to perfonm a one pass overwrite of Data Of, ff
Customer has higher security requirements , Customer may purchase from its Dealer at current rates an appropriate option for
the Equipment which may include (a) an HOD Data Enayption Kit option which disguises info,maticn befo,e ~ is written ID the
hard drive using enayption algo,ithms , (b) an HOO Data Erase Kit that can perto,m up to a 3-j)ass ov....,;te of Data (fo,
Equ ipment not containing data e,ase functionaity as a standard feature), or (c) a replacement h,.d drive (in which case
Customer shouij properly destoy the replaced hard drive). Customer shall indemnify Dealer and CFS , ther subsidiaries,
directors , officers , employees and agents from and against any and aH costs , expenses , labilities, claims , damages , losses,
judgments or fees (including reasonable attorneys' fees) arising or related to the storage , b"aismission or destruction of the
Data. This section SllVives termination or expl'ation of this Agreement The terms of this section shall solety govern as to
Data, notwithstanding that any provisions of this Agreement or any sepa,ate confidentiality or data secllity or other
agreement now or hereafter entered into between Customer , Dealer and CFS applies, or could be consb"ued to apply to Data .
21 . MAXIMUM IN TEREST; RE CH ARACTER IZ ED AG REEMENT : No Payment is intended ID exceed the maximum amount
of interest permitted to be charged Of collected by appicable laws , and any such excess Payment will be applied to payments
due under th is Agreement in inverse order of maturity, and thereafter shall be refunded . If this Agreement is recha,acterized
as a conditional sale or loan , Customer hereby grants to Lessor , its successors and assigns a security interest in the
Equipment to secure payment and performance of Customer's obligations under this Agreement
22 . UCC. ARTIC LE 2A: CUSTOMER ACKNOWLEDGES ANO AGREES THAT THIS AGREEM ENT IS INTENDED AS A
'FINANCE LEASE' AS THAT TERM IS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE ("UCC 2A"),
AND LESSOR IS ENTITLED TO ALL BENEF ITS , PRIVILEGES ANO PROTECTIONS OF A LESSOR UNDER A FINANCE
LEASE . CUSTOMER WAIVES ITS RIGHTS AS A LESSEE UNDER UCC 2A SECTIONS 508-522 .
23. GOVERNIN G LAW; VENU E; WAIV ER OF JURY TR IAL : THIS AGREEMENT SHALL FOR ALL PURPOSES BE
DEEMED A CONTRACT ENTERED INTO IN , THE STATE OF NEW JERSEY . TH E RIGHTS OF THE PARTIES UNDER
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REFERENCE
TO CONFLICT OF LAW PRINCIPLES . ANY ACTION BETWEEN CUSTOMER AND LESSOR SHALL BE BROUGHT IN
ANY STATE OR FEDERAL COURT LOCATED IN THE COUNTY OF CAMOEN OR BURLINGTON , NEW JERSEY , OR AT
LESSOR'S SOLE OPTION , IN THE STAT E WHERE CUSTOMER OR THE EQUIPMENT IS LOCATE D. CUSTOMER, BY
ITS EXECUTION AND DELIVERY HEREOF , IRREVOCABLY WAIVES OBJECTIONS TO THE JURISDICTION OF SUCH
COURTS ANO OBJECTIONS TO VENUE AND CONVENIENCE OF FORUM. CUSTOMER , BY ITS EXECUTION ANO
DELIVERY HEREOF , AND LESSOR, BY ITS ACCEPTANCE HEREOF , HEREBY IRREVOCABLY WAIVE ANY RIGHT TO
A JURY TRIAL IN ANY SUCH PROCEEDINGS .
24. MI SCELLANEOUS : All notices required or permitted under this Agreement shall be sufficient~ delivered personally , sent
via facsimile or other electronic b"ansmission , or mailed to such paty at the address set forth in this Agreement or at such
other address as such party may designate n writing to,n time to time . Any notice rrom Lessor ID Customer shall be effective
three (3) days a~er ~ has been deposited in the mail , duly addressed . Al such notices ID Lessor rro,n Customer sha l be
effective after it has been received via U.S. mail , express deivery, facsimile or other electonic b"ansmission . If there should
be more than one party executing this Agreement as Customer, all obigations to be performed by Customer shall be the joint
and several liability of an such parties . Customer's representations , warranties , and covenants under this Agreement shall
survive the deivery and re tum of the Equipment. Any provision of this Agreement that may be determined by competent
authortty to be prohibited or unenforceable in any jurisdiction shal~ as to such jurisdiction , be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of this Agreement No such prohibition or
unenforceability in any jurisdiction shall invaidate or render unenforceable such provision in any other jurisdiction . Custo mer
agrees that Lessor may insert missing information or cooect other information on this Agreement including the Equipment's
desaiption , serial number, and location , and corrections to Customer's legal name ; otherwise , this Agreement contains the
enti'e arrangement between Customer and Lessor and no modifications of this Agreement shall be effective unless in Miting
and signed by the pries. Customer agees that Lessor may accept a facsimile or other electronic transmission of this
Agreement or any Acceptance Certificate as an original , and that facsimile or eleclronically transmitted copies of Customer's
and Dealer's signature will be teated as an original for all purposes.
CFS-1015 (01 /17) Page 2 of 2 Initi al:~
Addendum to Agreement
for application # 1803830
WHEREAS, Jones Walbaum Corporation ("Dealer") and Fresno, County of ("Customer") have determined
that it is for their mutual benefit to enter into this Addendum ("Addendum") to the Lease Agreement
(whether designated a Lease, Rental Agreement, Master Lease, or otherwise) ("Agreement") for the lease
or rental of certain equipment (“Equipment”).
NOW, THEREFORE, for good and valuable consideration, intending to be legally bound, the parties
hereto hereby agree as follows:
Capitalized terms used herein but not otherwise defined herein shall have the respective meanings given
to such terms in the Agreement. It is expressly agreed by the parties that this Addendum is supplemental
to the Agreement and that the provisions thereof, unless specifically modified herein, shall remain in full
force and effect and shall apply to this Addendum as though they were expressly set forth herein.
In the event of any conflict or inconsistency between the provisions of this Addendum and any provisions
of the Agreement, the provisions of this Addendum shall in all respect govern and control.
The terms and conditions paragraph(s) in the Agreement (CFS-1015 01/17) are changed as follows:
PERSONAL GUARANTY: The Personal Guaranty requirement is hereby waived for this transaction.
3.PAYMENTS: Paragraph 3 is amended by (i) adding the following after the first sentence: “Customer
shall make Payments within 60 days following the due date.”; and (ii) deleting the fifth sentence in its
entirety and replacing it with the following: “The Overage Copy Charge shall be fixed for months 1-36.
The Overage Copy Charge shall increase to .011 for Black and White and to .046 for Color in months 37-
48, and subsequently increase to .012 for Black and White and to .049 for Color in months 49-60. The
Monthly Minimum Rental Payment shall be fixed for months 1-36. The Monthly Minimum Rental Payment
shall then increase to $1,897.49 in months 37-48, and subsequently increase to $1,964.99 in months 49-
60.”
9.INDEMNITY: Paragraph 9 is amended by (i) inserting “To the extent permitted by law” at the
beginning of the second sentence; and (ii) adding “unless due to Lessor’s negligence or willful
misconduct” at the end of the second sentence.
12.INSURANCE: Paragraph 12 is amended in its entirety to read as follows: “(1) Customer, at its sole
cost and expense, shall obtain, maintain and pay for comprehensive public liability insurance. (2)
Customer shall self -insure against the loss, theft or damage to the Equipment for the full replacement
value thereof. The proceeds of such self -insurance, at the option of CFS, shall be applied in accordance
with Section 13, herein, to (a) replace or repair the Equipment, or (b) pay CFS the “Remaining Lease
Balance," which shall be the sum of: (i) all amounts then owed by Customer to CFS under this
Agreement; plus (ii) the present value of all remaining Payments for the full term of this Agreement; plus
(iii) the “Asset Value,” which shall be: (A) for an Agreement with a $1.00 Purchase Option, $1.00; (B) for
an Agreement with a Fair Market Value Purchase Option or no Purchase Option selected, the Fair Market
Value of the Equipment (as defined herein); and (C) for an Agreement with an Other Purchase Option,
the respective dollar amount of such Purchase Option indicated on the face of this Agreement; plus (iv)
any applicable taxes, expenses, charges and fees. In the event Lessor chooses Option (b), described
above, Customer’s insurance proceeds shall be credited towards the Remaining Lease Balance, which
the parties agree shall fully satisfy Customer’s responsibilities as to Option (b), and in no event shall
2
Customer be obligated to make up any deficit between Customer’s insurance proceeds and the
Remaining Lease Balance. For purposes of determining present value under this Agreement, Payments
shall be discounted at three percent (3%) per year."
13.LOSS; DAMAGE: Paragraph 13 is amended in its entirety to read as follows: “Customer assumes
and shall bear the entire risk of loss, theft of, or damage to the Equipment from any cause whatsoever,
effective upon delivery to Customer. No such loss, theft, or damage shall relieve Customer of any
obligation under this Agreement. In the event of damage to any Equipment, Customer shall immediately
repair such damage at Customer's expense. If any Equipment is lost, stolen, or damaged beyond repair,
Customer, at the option of Lessor, will (a) replace the same with like equipment with equivalent value to
the Equipment, and convey clear title to such equipment to Lessor (and such equipment will become
“Equipment” and be subject to the terms of this Agreement), or (b) pay Lessor Customer’s insurance
proceeds credited towards the Remaining Lease Balance, as defined in Section 12, herein, which the
parties agree shall fully satisfy Customer’s responsibilities as to Option (b). In no event shall Customer be
obligated to make up any deficit between Customer’s insurance proceeds and the Remaining Lease
Balance, as defined in Section 12, herein. Upon Lessor's receipt of the insurance proceeds credited
towards the Remaining Lease Balance, Lessor shall transfer the applicable Equipment to Customer “AS
IS, WHERE IS” without any representation or warranty whatsoever, except for title, and this Agreement
shall terminate with respect to such Equipment.
15.REMEDIES: Paragraph 15 is amended in its entirety to read as follows: “Upon the happening of any
one or more Events of Default, Lessor shall have the right to exercise any one or all of the following
remedies (which shall be cumulative), simultaneously, or serially, and in any order: (a) to require
Customer to immediately pay all Payments then due hereunder and other amounts then due under this
Agreement, with Lessor retaining title to the Equipment; (b) to terminate any and all agreements with
Customer; (c) with or without notice, demand or legal process, to enter upon the premises wherever the
Equipment may be found, to retake possession of any or all of the Equipment, and retain such Equipment
and all Payments and other sums paid hereunder, or (d) to pursue any other remedy permitted at law or
in equity. Lessor (i) may dispose of the Equipment in its then present condition or following such
preparation and processing as Lessor deems commercially reasonable; (ii) shall have no duty to prepare
or process the Equipment prior to sale; (iii) may disclaim warranties of title, possession, quiet enjoyment
and the like; and (iv) may comply with any applicable state or federal law requirements in connection with
a disposition of the Equipment and none of the foregoing actions shall be deemed to adversely affect the
commercial reasonableness of the disposition of the Equipment. No waiver of any of Customer’s
obligations, conditions or covenants shall be effective unless contained in a writing signed by Lessor.
Failure to exercise any remedy that Lessor may have shall not constitute a waiver of any obligation with
respect to which Customer is in def ault.”
16.LATE CHARGES; EXPENSES OF ENFORCEMENT: Paragraph 16 is amended by deleting the last
sentence in its entirety.
23. GOVERNING LAW; VENUE, WAIVER OF JURY TRIAL: Paragraph 23 is amended by (i) deleting
the first sentence in its entirety; (ii) deleting “NEW JERSEY” and replacing it with “CALIFORNIA” in the
second sentence; and (iii) deleting “CAMDEN OR BURLINGTON, NEW JERSEY” and replacing it with
“FRESNO, CALIFORNIA” in the third sentence.
[signature page to follow]
Customer agrees that Dealer may accept a facsimile copy of this Addendum as an original , and that such
facsimile copy will be treated as an original for all purposes. THIS ADDENDUM SHALL BE EFFECTIVE
WHEN IT HAS BEEN SIGNED BY CUSTOMER AND ACCEPTED BY DEALER .
By: --~~--____,,____..;;;;;=-----1
Title:_---==i..i.:~=..:.......!.:;..L!:¥-:.=~:;.._-------1
Date:
3
4847 -3464-755214 3/17/2021 11:15 AM
By: ____________ _
Printed Name: ___________ _
Title: _____________ _
ATTEST:
BERNICE E. SEIDEL
Clerk of the Board of Supervisors
Count of F~esno , State of California
Canon
CANON FINANCIAL SERVICES, INC. ("CFS ") Municipal Fiscal Funding Addendum
14904 Collections Center Dr. Agreement
Chicago , Illinois 60693 Number : 1803830
Agreement
Date :
GOVERNMENTAL ENTITY
Complete Legal Name
County of Fresno , California ("Customer")
THIS ADDENDUM WILL BE OF NO FORCE OR EFFECT IF THE CUSTOMER IS NOT A
STATE OR A POLITICAL SUBDIVISION OF A STATE WITHIN THE MEANING OF SECTION
103(C) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
The Customer warrants that it has funds available to pay the lease payments ("Payments")
payable pursuant to the lease agreement (the "Agreement") between Customer and CFS until
the end of its current appropriation period and warrants that it presently intends to make
Payments in each appropriation period from now until the end of the Agreement. The officer of
the Customer responsible for preparation of Customer's annual budget shall request from its
legislative body or funding authority funds to be paid to CFS under the Agreement. If
notwithstanding the making in good faith of such request in accordance with appropriate
procedures and with the exercise of reasonable care and diligence, such legislative body or
funding authority does not appropriate funds to be paid to CFS for the Equipment, Customer
may, upon prior written notice to CFS, effective upon the exhaustion of the funding authorized
for the then current appropriation period, return the Equipment to CFS, at Customer's expense
and in accordance with the Agreement, and thereupon, Customer shall be released of its
obligations to make Payments to CFS due thereafter, provided: (1) the Equipment is returned
to CFS as provided for in the Agreement, (2) the above described notice states the failure of
the legislative body or funding authority to appropriate the necessary funds as the reason for
cancellation; and (3) such notice is accompanied by payment of all amounts then due to CFS.
In the event Customer returns the Equipment pursuant to the terms of this Addendum and the
Agreement, CFS shall retain all sums paid by Customer. Customer's Payment obligations
under this Agreement in any fiscal year shall constitute a current expense of Customer for
such fiscal year, and shall not constitute indebtedness or a multiple fiscal year obligation of
Customer under Customer's state constitution, state law or home rule charter. Nothing in this
Agreement shall constitute a pledge by Customer of any taxes or other monies, other than as
appropriated for a specific fiscal year for this Agreement and the Equipment.
The undersigned represents and warrants to CFS that all action required to authorize the
execution and delivery of this Addendum on behalf of the above referenced Governmental
Entity by the following signatory has been duly taken and remains in full force and effect. CFS
may accept a facsimile copy of this Addendum as an original for all purposes.
ACCEPTED
Canon Financial Services, Inc.
Byk
Title DOC SUPERVISOR
Date ______ 4_/2_9_/2_0_2_1 _____ _
CFS-2020 (06/12)
Customer
By--~-,__--~-------
Printed Name ~~~_,__~..:.-=-,=-=-===---::---.-
Title
ATTEST:
BERNICE E. SEIDEL
Clerk of the Board of Supervisors
Count~ of Frttsno, tale of California
By•_b~~L ~~~--
Deputy
canon
Contract Acknowledgement in lieu of Purchase Order
I, ~ ~ ' as an authorized agent of County of Fresno am making
(Purchasing Agent Name) (Agency Name)
the attached purchase I lease I rental as specified in agreement p Epp M 2019 under the
(circle procurement type) (Purchase Agreement Number)
terms and conditions of State/Association Contract Number _P_E_P_P_M_2_0_1_9 ____ _
Signature A k
~~,6Y½A~
T itle
Date
~L 2,,, :Z..02 \
(State/Association Contract Number)
ATTEST:
BERNICE E . SEIDEL
Clerk of the Board of Supervisors Co? of Fr;sno , State of Californ ia
By Q.~, t~tt
Deputy