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AGREEMENT FOR LEASE/MAINTENANCE OF COPIER
THIS AGREEMENT (“Agreement”) is made and entered into this day of
______________, 2016, by and between the COUNTY OF FRESNO, a political subdivision of the
State of California, hereinafter referred to as "COUNTY", and Jones-Walbaum Corporation, dba
American Business Machines, with its principal place of business at 821 18th Street, Bakersfield,
CA 93301, hereinafter referred to as "CONTRACTOR" or “Dealer.”
RECITALS
WHEREAS, COUNTY solicited quotations from qualified vendors to provide one (1) high
volume, high speed black, white, and color digital copier to meet the needs of COUNTY’s Library
Department; and
WHEREAS, CONTRACTOR is an authorized dealer for Canon U.S.A., Inc., and is willing
and able to provide to COUNTY the desired copier upon the terms desired by COUNTY and to
additionally provide full maintenance and service for such copier during the term of this
Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
W I T N E S S E T H:
1. OBLIGATIONS OF THE CONTRACTOR
CONTRACTOR shall:
A. Provide and install, pursuant to the leasing terms stated hereinbelow, (1)
Canon Image Press C700 (70 PPM) copier, along with the included accessories, hereinafter
referred to as the “Equipment”.
B. Following installation of the Equipment and written acceptance of such
Equipment by COUNTY, and pursuant to the form of Total Solution Lease Agreement and all
Addendums thereto, attached hereto collectively as Attachment A, assign to Canon Financial
Services, Inc. (hereinafter “Assignee”) all of CONTRACTOR’s rights and benefits under this
Agreement, including ownership and title of the Equipment, excepting CONTRACTOR’s
obligations set forth in subsections C –G hereinbelow with respect to training in the use of the
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Equipment and the maintenance and repair of the Equipment. Further, as to CONTRACTOR, this
Agreement shall supercede in all respects any and all contrary provisions set forth in Attachment
A.
C. Perform all maintenance for the Equipment, including the cleaning,
lubrication and ordinary adjustments necessary to maintain the Equipment in good operating
condition.
D. Replace all mechanical and electrical parts becoming damaged or worn
during the term of this Agreement unless damage or wear to parts is caused by fire, act of God,
vandalism, or COUNTY’s misuse or neglect.
E. Provide all operating supplies and consumables for the Equipment, except
paper.
F. Provide onsite training at COUNTY’s request in the use and operation of
the Equipment and CONTRACTOR’s FM Audit Software. Training will cover, but is not limited to,
the following: machine use, fiery use and application, registering paper drawers for maximum
quality, and user required service such as loading toner, managing miss-feed and loading paper.
FM Audit software is designed to automate the collection of monthly usage. This software requires
installation on a server at the library where it will be configured to automatically pull meter data
monthly from the Canon C700.
G. Provide factory certified field engineers to respond to service calls within a
four (4) hour response time as detailed in Attachment B, attached hereto and incorporated herein
by reference.
2. OBLIGATIONS OF THE COUNTY
A. Upon written acceptance of the Equipment by COUNTY, COUNTY shall
execute the form of Total Solution Lease Agreement and all Addendums thereto (Attachment A),
for purposes of financing the Equipment through Canon Financial Services, Inc.
B. COUNTY agrees to exert reasonable care in the operation of the
Equipment and perform all “factory” recommended customer care and cleaning as described in the
operating instructions, which is necessary to keep the Equipment in good operating condition.
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COUNTY shall keep and use the Equipment at the location of 2420 Mariposa Street, Fresno, CA
93721, absent obtaining CONTRACTOR’s prior written permission to move the Equipment.
COUNTY also agrees to advise CONTRACTOR of the meter readings for the Equipment upon
request.
3. TERM
The term of this Agreement (“Lease Term”) shall commence upon
CONTRACTOR’s installation and delivery of the Equipment and COUNTY’s written acceptance
thereof (by COUNTY’s execution of Attachment A), and shall continue for a period of 60 months
thereafter. As provided in Section 5 hereinbelow, 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 the CONTRACTOR sixty (60) days advance written
notice, in accordance with the terms set forth in the Municipal Fiscal Funding Addendum included
as part of Attachment A and made a part of this Agreement.
B. Breach of Contract - The COUNTY may immediately suspend or terminate
this Agreement in whole or in part, where in the determination of the 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 the COUNTY constitute a waiver by the 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 the
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COUNTY with respect to the breach or default. The COUNTY shall have the right to demand of
the CONTRACTOR the repayment to the COUNTY of any funds disbursed to the CONTRACTOR
under this Agreement, which in the judgment of the COUNTY were not expended in accordance
with the terms of this Agreement. The CONTRACTOR shall promptly refund any such funds upon
demand.
5. COMPENSATION/INVOICING:
COUNTY agrees to pay CONTRACTOR or its Assignee, as applicable: (a) the Minimum
Monthly Lease Payment and (b) Maintenance charges in the form of “Overage Copy Charges”
above the minimum copy thresholds as detailed in Attachments A and C plus applicable taxes and
as follows:
A. Total Lease Payments on Copier Equipment (“Lease Payments”)
Lease
Term
(Months) Equipment
Black/White
Minimum
Color
Minimum
Total
Monthly
Minimum
Lease
Payment Tax
1-36 $666.59 $14.70 $ 946.00 $1,627.29
Plus
applicable
tax
37-48 $666.59 $16.50 $1,012.00 $1,695.09
Pus
applicable
tax
49-60 $666.59 $18.00 $1,078.00 $1,762.59
Plus
applicable
tax
COUNTY’s obligation to make Lease Payments begins on the date (as determined by
CONTRACTOR) when COUNTY receives and accepts the Equipment. COUNTY shall make
Lease Payments on the date or dates specified by CONTRACTOR or its Assignee in written
notice to COUNTY, but no later than 60 days following the due date(s).
The Total Monthly Minimum Lease payments shall cover Equipment delivery,
installation, training, removal upon Lease termination , all supplies, excepting paper, and all
maintenance within the minimum copy thresholds of 1,500 monthly for black and white copies
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and 22,000 monthly for color copies at the rates set forth under Maintenance/Overage Copy
Charges n Attachments A and C. In addition, COUNTY shall pay all applicable sales tax..
B. Maintenance/Overage Copy Charges (per print copy)
As noted hereinabove, all charges for CONTRACTOR’s maintenance and repair of the
Equipment are included in the Total Monthly Minimum Lease Payments, provided COUNTY’s
actual usage is within the monthly minimum copy thresholds. Such payments will increase
during the Lease Term (as noted hereinabove) due to the below noted per copy rate increases.
These rate increases shall also apply to maintenance and repair charges based upon actual
usage exceeding the minimum copy thresholds, otherwise kno wn as “Overage Copy Charges.”
COUNTY shall be billed in in arrears for Overage Copy Charges as specified in Attachments A
and C, plus applicable taxes.
Per copy rates for the portion of the Total Minimum Monthly Lease Payments related to
the minimum copy thresholds and for Overage Copy Charges shall be as follows during the
Lease Term:
For months 1-36:
Color copies: $0.043
Black and white copies: $0.0098
For months 37-48:
Color copies: $0.046
Black and white copies: $.011
For months 49-60:
Color copies: $0.049
Black and white: $.012
C. Invoicing
CONTRACTOR or its Assignee shall submit invoices by the 10th of the
preceding month, either electronically or via mail, to the County of Fresno Library, Accounts
Payable, 2420 Mariposa Street, Fresno, CA 93721. COUNTY shall make Lease Payments and
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payments for Overage Copy Charges within 60 days of the due date(s) specified by
CONTRACTOR or its Assignee in written notice to COUNTY or in the applicable invoice.
COUNTY will pay CONTRACTOR or its Assignee, as applicable, by mail addressed to the
remittance address listed on Attachment A or as otherwise directed by CONTRACTOR or
Assignee.
D. Purchase Option
At the end of the Lease Term, COUNTY shall have the option to purchase the Equipment
at the purchase option price indicated on Attachments A and C, plus any applicable taxes,
expenses, charges and fees. The total purchase price is based on the customer residual not to
exceed 10 % of fair market value of $39,995.00 ($3,999.50) plus any applicable taxes, expenses,
charges, and fees. COUNTY or COUNTY’s Librarian or her designee shall give CONTRACTOR
or its Assignee, as applicable, a minimum of sixty (60) days irrevocable written notice prior to
expiration of the Lease Term, that it will purchase the Equipment at the purchase option price of
$3,999.50 .
E. Contract Maximum
In no event shall all products and services provided under this Agreement,
including COUNTY’s exercise of the Purchase Option, be in excess of $225,000 during the term of
this Agreement. It is understood that all expenses incidental to CONTRACTOR's performance of
services under this Agreement shall be borne by CONTRACTOR.
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
CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof.
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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 by the written consent of all the parties without, in any way, affecting the remainder.
8. NON-ASSIGNMENT: Excepting CONTRACTOR’s assignment of its rights
and benefits under this Agreement as specified in Section 1 hereinabove, 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, 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, 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.
10. INSURANCE
Without limiting the COUNTY's right to obtain indemnification from
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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 One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million Dollars
($2,000,000). 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 for bodily injury of
not less than Two Hundred Fifty Thousand Dollars ($250,000.00) per person, Five Hundred
Thousand Dollars ($500,000.00) per accident and for property damages of not less than Fifty
Thousand Dollars ($50,000.00), or such coverage with a combined single limit of Five Hundred
Thousand Dollars ($500,000.00). Coverage should include owned and non-owned vehicles 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.
CONTRACTOR shall obtain endorsements to the Commercial General Liability
insurance naming the County of Fresno, its officers, agents, and employees, individually and
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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.
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, Public Library
Attention: Contract Analyst, 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 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 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
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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 Auditor General 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 OF FRESNO American Business Machines
Fresno County Public Library 5470 W Spruce #105
2420 Mariposa Street Fresno CA 93722
Fresno, CA 93721
Attn: Contract Analyst
Any and all notices between the COUNTY and the CONTRACTOR provided
for or permitted under this Agreement or by law shall be in writing and shall be deemed duly
served when personally delivered to one of the parties, or in lieu of such personal services, when
deposited in the United States Mail, postage prepaid, addressed to such party.
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 the CONTRACTOR is operating as a
corporation (a for-profit or non-profit corporation) or if during the term of the agreement, the
CONTRACTOR changes its status to operate as a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self -
dealing transactions that they are a party to while CONTRACTOR is providing goods or
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performing services under this agreement. A self-dealing transaction shall mean a transaction
to which the 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 signing a Self -Dealing Transaction
Disclosure Form, attached hereto as Exhibit 1 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. In the event of any inconsistency in interpreting the documents which
constitute this Agreement, the inconsistency shall be resolved by giving precedence in the
following order of priority: (1) the text of this Agreement (excluding Attachment s A, B and C; (2)
Attachment B; (3) Attachment C; and (4) Attachment A.
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
2 and year first hereinabove written.
3 CONTRACTOR _
4 1~--~~~~~~~~~--------
5
6
82118th Street, Bakersfield, CA 93301
7 ~~~~~-----------------------Mailing Address
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DATE:
13 APPROVED AS TO LEGAL FORM
14 ~~~~~~~~~~~~--------
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FOR ACCOUNTING USE ONLY:
ORG No.:
Account No.:
75110402
7888 Capital Lease /7205
Equipment Malntenance/7385
Small Tools
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APPROVED AS TO ACCOUNTING FORM
Vickiftw~P!~
Aud iter-Controller/Treasurer-Tax Collector
ATIEST:
BERNICE E. SEIDEL, Clerk
Board of Supervisors
By 3vSA<n ~sh£-P
Deputy
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Exhibit 1
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”), members of a
contractor’s board of directors (hereinafter referred to as “County Contractor”), must disclose any self -dealing
transactions that they are a party to while providing goods, performing services, or both for the County. A self -
dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of
its directors has a material financial interest”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member’s name, job title (if applicable), and date this disclosure is being made.
(2) Enter the board member’s company/agency name and address.
(3) Describe in detail the nature of the self -dealing transaction that is being disclosed to the County. At a
minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction; and
b. The nature of the material financial interest in the Corporation’s transaction that the board
member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the
Corporations Code.
(5) Form must be signed by the board member that is involved in the self -dealing transaction described in
Sections (3) and (4).
(1) Company Board Member Information:
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Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5) Authorized Signature
Signature: Date: