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Lease - Copier Equipment from Xerox Corp.
REQUEST: SUBMITTED BY: CONTRACTOR: DATE: CONTENTS: FINANCE DEPARTMENT STAFF REPORT AUTHORIZE THE LEASING OF COPIER EQUIPMENT FROM XEROX CORPORATION PAUL S. GIBSON, FINANCE DIRECTOR/CITY TREASURER XEROX CORPORATION 700 S. FLOWER STREET, SUITE 700 LOS ANGELES, CA 90017 JANUARY 27, 2005 PROPOSED LEASE EQUIPMENT LISTING AND PRICING CURRENT LEASED EQUIPMENT LISTING TO BE TRADED IN COUNTY OF LOS ANGELES BID, ALLOWING US TO USE THEIR BID TO ACQUIRE THE EQUIPMENT Recommendation: By Minute Motion, that the City Council: 1. Authorize the leasing of copier equipment from Xerox Corporation in the amount of $4,290.67 per month for five years, plus copying cost and maintenance cost of approximately $2,203.83; and 2. Authorize execution of purchase orders for leasing of equipment and maintenance cost. Executive Summary: Acceptance of staff's recommendation will allow commencement of the installation of the new copier equipment throughout City Hall to replace the existing equipment. Rejection of the staff recommendation would result in a continued need for additional maintenance of existing copiers due to the age (4 to 5 years old) of the equipment and would require postponement of scanning City Council agendas until equipment with scanning capabilities is selected. Discussion: City staff has been discussing the need to upgrade and replace our current leased copier equipment due to the age of the equipment, amount of repairs required due to the volume of copying and the need to integrate the equipment with our computer network and imaging capabilities. Staff Report Copier equipment leasing from Xerox Corporation January 27, 2005 Page2of3 Staff reviewed several contracts with various cities and companies to compare maintenance and equipment usage/capabilities. The City of Palm Desert has had a long and positive working relationship with Xerox and its affiliates for purchasing and leasing copier equipment, and timely maintenance performance. Two additional companies assessed were Cannon and Ricoh to compare maintenance coverage and type of equipment needed overall for the City's usage. Unfortunately, the information we received indicated that the two other copier companies did not have all types of quality equipment we needed, and secondly, the timeliness of getting maintenance service was not adequate to meet our needs due to not being located in a large metropolitan area like Los Angeles. Staff is recommending new leased equipment that has the capabilities to scan, fax, copy, collate and print on one machine. Three machines will have the capability to copy, print and scan color documents. Also, the copiers would be connected to the City's computer network so that staff would have the ability to send documents to any copier throughout City Hall from their computers. Staff would be able to have the functionality of the copier directly from their computer on their desk. They would be able to fax, print multiple copies that could be double -sided, collated and stapled. They could use the equipment to scan documents, newspaper articles, or pictures to their computers, or to archive in the City's imaging. For example, the. City Clerk's office with its new software (Council agenda viewing on network/computer or web page) could send the entire City Council agenda to the copier with multiple copies over the network and print, staple and collate all the documents without leaving their desk. The reasons for this recommendation are as follows: • One of the goals is to reduce the number of printers throughout City Hall (they have multiplied like bunny rabbits). At this time, we have delayed purchasing three new printers due to the department's indication that if we acquired new copiers, the machines would meet their needs. Most fax machines would be eliminated since faxing would be one of the added features of the copier. Standard platform for ordering cheaper supplies including color toner, paper, etc. In addition, staff will have an easier time in calling one vendor to replacea machine not meeting our needs or to call to fix any maintenance problems like paper jams, part replacements, etc. Savings on the quantity of printer toner supplies (different toner part for each type/brand of machine) and electricity used if we consolidate a fax machine, scanner and printer/copier into one machine. Adding the features of a color copier with the ability to scan color copies into our City files/imaging with 11" X 17" size paper. Allows all of the new copiers to be added to our City computer network like a printer, fax machine, scanner. Staff Report Copier equipment leasing from Xerox Corporation January 27, 2005 Page 3 of 3 • More reliable copier then the current copiers due to less moving parts. • Replaces the existing four- to five-year old equipment with new state-of-the-art copiers/fax/printers/scanners. We are utilizing the City of Los Angeles' bidding to receive a reduced governmental contract rate of lease. We could not receive the same bid if we used our own bidding process. • Budgeted within the General Services budget and would provide an annual savings of $14,902.66 per year. • Staff has reviewed this proposal with the Executive Management. Staff recommends the lease of copier equipment with Xerox Corporation in the amount of $4,290.67 per month for five years plus copying costs and maintenance costs of approximately $2,203.83 per month. The current budget of General Services includes the cost of leasing the equipment, and actually would incur a savings of $1,241.89 per month, or a yearly savings of $14,902.66. Submitted By: Paul S. Gibson Director of Finance/City Treasurer PSG:nmo Approval: Carlos Ortega, ity Manager CITY COUNCIL I©N:, -APPROVED DENIED •,,,�,�,,,,,•,.„,. RECEIVED OTHER MEETI G DATE AYES NOES 01,41/4 ar,S ABSENT: ABSTAIN: 1A10) /IK/J VERIFIED BY: Original on File wid;H City Clerk's Office Current Situation �,. Department Su.. Room Model City of Palm. Desert PROPOSED Serial #'s Volume : pr ` ® "'» " •- 95 683 Monthly Minimum $ 901.37 Cost Per Copy 0.0060 Maint. 574.10 TOTAL $1,475.47 Ci ClerklComm. Ser. 15 565 $ 446.02 0.0084 130.75 $576.77 :X I' 0 0.0400 0.00 $0.00 HP 8000 USGH013743 700 0.0350 24.50 $24.50 Finance 0 ti, it :can 19 262 $ 400.32 0.0060 115.57 $515.89 HP8100 USBG026149 7,500 0.0350 262.50 $262.50 RDA 15 089 $ 435.91 0.0084 126.75 $562.66 0 0.0040 0.00 $0.00 HP 4100 USBGB04148 2,000 0.0350 70.00 $70.00 Color 600 0.0890 53.40 $53.40 HP 5000 USB1048921 3,200 0.0350 112.00 $112.00 Color 400 0.0890 35.60 $35.60 I.S. Tech Hall HP L-et 5 1 100 0.0350 38.50 $38.50 Comm. Dev. / Plan id* ® C 'iiiMs 12 111 $ 269.03 0.0084 101.73 $370.76 HP-L- et 5 1 500 0.0350 52.50 $52.50 En•.l Public Works &7W•• = 13 705 $ 428.49 0.0084 115.12 $543.61 HP 4050 USCC175379 650 0.0350 22.75 $22.75 HP-L-et 5 400 0.0350 14.00 $14.00 0 0.0400 0.00 $0.00 Buildin • & Safe o i ►- 1.1 - 7 421 $ 218.93 0.0084 62.34 $281.27 0 0.0400 0.00 $0.00 HP-L-et 5 0 0.0350 0.00 $0.00 HP 4000 USRB033502 2,000 0.0350 70.00 $70.00 Develo.ment Ser. HP 4000 1,000 0.0350 35.00 $35.00 Code Enforcement =fit = 3 ak "` 2 985 $ 190.98 0.0084 25.07 $216.05 Ci Council rj "` C2 -" 305 $ 37.12 0.0150 4.58 $41.70 Visitor's Center f•1® - 5 773 $ 254.93 0.0084 48.49 $303.42 m4 'y 0 0.0400 0.00 $0.00 Ci Yard ' W. (635 f- ` scan 2 965 $ 225.80 0.0084 24.91 $250.71 • a f '= `� 0 0.0400 0.00 $0.00 HP 4000 USQA049202 300 0.0350 10.50 $10.50 Golf Club House IMI•tc ax W can` 7 256 $ 331.54 0.0084 60.95 $392.49 Golf Maintenance Total Monthly Savings First Yr. Savings Term Savings* f a. � ' 1,456 220,926 $ 150.23 $ 4,290.67 0.0084 12.23 $162.46 $6,494.50 $1,241.89 $14,902.66 $74,513.32 $2,366.00 $1,661.00 $2,859.00 $1,185.00 $1,185.00 $1,185.00 $1,185.00 $1,185.00 $1,185.00 $2,326.00 $4,938.00 $1,185.00 Current Situation City of Palm CURRENT Desei t Department Suppy Room Model Serial #'s Volume 95,683 Monthly " Minimum" Cost Per Copy Maint. TOTAL Ci Clerk/Comm. Ser. ® 14,115 ax i 01• t 750 0.0350 $26.25 HP 8000 USGH013743 1,400 0.0350 $49.00 Finance i► 'v1 : 64008939 15,262 HP8100 USBG026149 11,500 0.0350 $402.50 RDA ® 1 u 1 I 4 k -1 9,889 4 t > . alCF6ii$5 `� 1,400 0.0400 $56.00 HP 4100 USBGB04148 3,800 0.0350 $133.00 Phaser 380 600 0.1500 $90.00 HP 5000 USB1048921 5,200 0.0350 $182.00 HP-4600 JPBKB29709 400 0.1500 $60.00 I.S. Tech Hall HP L-et 5 1,100 0.0350 $38.50 Comm. Dev. 1 Plan t'Sr17 "``' 11,211 HP-L. et 5 2,400 0.0350 $84.00 Eng./ Public Works 8 b: ' ( ] 11,655 HP 4050 USCC175379 1,300 0.0350 $45.50 HP-L- et 5 700 0.0350 $24.50 axe 1,100 0.0400 $44.00 Building & Safety 1W5083111 5,621 axe ,°8HD96i 4 4 `' 250 0.0400 $10.00 HP-L-jet 5 250 0.0350 $8.75 HP 4000 USRB033502 3,300 0.0350 $115.50 Development Ser. HP 4000 USMC135547 1,000 0.0350 $35.00 Code Enforcement 2,985 Ci Council 305 Visitor's Center 5,623 Ha $ 150 0.0400 $6.00 City Yard 2,365 ax; r�`� T7Mi324217 400 0.0400 $16.00 HP 4000 USQA049202 500 0.0350 $17.50 Golf Club House PAP^ : ` Ic' 7,256 Golf Maintenance Total fs r 1 9 e o s 1,456 220,926 $6,042.00 $7,736.39 Copier Totals 183,426 $6,042.00 Excess Copies Over 162,560 20,866 $0.012 $250.39 Print/fax Totals Total 37,650 220,926 $ 6,042.00 Current Xerox Contract Laser Printers Faxes $1,444.00 $7,736.39 Unit Buyout Trade Credits Applied offset Buyout $2,366.00 $2,366.00 $1,661.00 $1,661.00 $2,859.00 $2,859.00 $1,185.00 $1,185.00 $1,185.00 $1,185.00 $1,185.00 $1,185.00 $1,185.00 $1,185.00 $1,185.00 $1,185.00 $1,185.00 $1,185.00 $2,623.00 $2,326.00 $4,938.00 $4,938.00 $1,185.00 $1,185.00 01/03/02 11:14 FAX 323 415 8663 r TERM CONTRACT AWARD INTERNAL SERVICES DEPARTMENT XEROX CORPORATION 700 S. FLOWER ST. SUITE 700 LOS ANGFsLES, CA 90017 LA CO., ISD • - NUMBER ,• :41380 BUYER: ANNMAMORNSRISAKUL BUYER PRONE- :(32.5)267-2215-0000 T-NUMBER :T98513 DATE ISSUED :06/25/01 VENDOR NUMBER :ammo -04 VENDOR PHONE :(43)6140210 REQ AGENCY :1S9000 1NTERNALSERVICESDEPARTMENT AGENCY REQ NO. s REQ NO. 1 11000635 FISCAL YEAR :01 EFFECTIVE DATE :01/10/01 EXPIRATION DATE: 12/31/05 • .• • • - A, la 002/004 PHOTOCOPY EQUIPMENT •:: • The County of Los Angeles accepts your offer to furnish our req4irements "(and such requirements as may be ordered by cities and/or districts indicated herein) oftthqUisted commodity, or service, as needed, subject to conditions o; the stated quotation and as•proVidedherein. All Purchase Agreements, Purchase bideri-ina Contract i be deemed to be-madd. andentered into the State of California under the constitution and laws of thiaatate ancUare-to be so construed. ....- PRICE GUARANTEE: Unless otherwise provided herein, prices and maximum for the period of this agreement. In the event of a7price decline, or, should you at any time during the life of this agreement sell the setae Material or service under similar quantity and deliver conditions to the State of California, or legal district thereof, or to any county or Municipality within the State of California at prices below those:ztated herein i you will immediately extend such lower prices to the County of Los Angeles. ATTENTION: vEND0i/DEPARTMENT - SPECIAL NOTE: County departments are not authorized to use this agreement as a purchasing source for products not specifically covered herein. Changes of items, equipment, or modifications to pricee, apeCikiCatiens„,'pi condi:4one, nEn., of this agreement can be made only by the Purchasing Agent by issuance of officialamendment and in accordance with properly authorized changes agreed upon prior to:oOnsummation. • -- - - • • • Los Angeles County will potpay_for...items net:14etedjaAlow thathair.enot been processed in accordance with the above pgragraih. Vendor will incur payment prObieme. • County's Quality Asaurance Plan. The County or its a§ect will evaluate..Contractor's performance under this agreement. on-not-lese-than-an-annuaa-basisisuch-evaluabion-wil:1 include assessing Contractor's compliance with'alknontract terms.and-performance4'etandarda. Contractor deficiencies which county determines arai3evereor-centinuing.and that. may:Ple performance of the agreement in jeopardy if not corrected -will be;reportedito.the.aoard of SUperviaorso -The report Will include improvement/correctivaaction-measurestakenby kte.county and,ChhtractorIf improvement does not occur consistent with theptorreetive4Lctioh.MeaoUresbuntimayotermitate this agreement or impose other penalties as specified in this agreement. PSODMT. WORMS L995 • -; . . • . • 7 Cit .• . . . 7 ‘'...7) • 4,r }It": tir3. /.1,, • I • , 01/03/02 11:14 FAX 323 415 8663 LA CO. ISD 4/1003/004 STANDARD TERMS AND CONDITIONS TERM CONTRACT NUMBER :41380 T-NUMBER :T985B VENDOR: XEROX CORPORATION PAGE 2 CONTRACTOR RESPDNSIBTLITY AND DEBARMENT 1. A responsible Contractor is a Contractor who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity and experience to satisfactorily perform the contract. It is the County's policy to conduct business only with responsible contractors. 2. The Contractor is hereby notified that, in accordance with Chapter 2.202 of the County Code, if the County acquires information concerning the performance of the contractor on this or other contracts which indicates that the Contractor is not responsible, the County may, in addition to other remedies provided in the contract, debar the Contractor from bidding on County contracts for a specified period of time not to exceed 3 years, and terminate any or all existing contracts the Contractor may have with the County. 3. The County may debar a contractor if the Board of Supervisors finds, in its discretion, that the Contractor has done any of the following: (1) violated any term of a contract with the County, (2) committed any act or omission which negatively reflecta•on-the. Contractor's quality, fitness or capacity to perform a contract with, the County or any.other.public.entity, or engaged in a pattern or practice which negatively reflects on same, (3) committed an act or offense which indicates a lack of business integrity or business honesty, or (4) made or submitted a false claim against the County or any other public entity. 4. If there is evidence that the Contractor may be subject to debarment, the Department will notify the Contractor in writing of the evidence which is the basis for the proposed debarment and will advise the Contractor of the scheduled date for a debarment hearing before the Contractor Hearing Board. 5. The Contractor Hearing Board will conduct a hearing where evidence on the proposed debarment is presented. The Contractor and/or the Contractor's representative shall be given an opportunity to submit evidence at that hearing. After the hearing, the Contractor Hearing Board shall prepare a proposed decision, which shall contain a recommendation regarding whether the contractor ahould be debarred, and, if so, the appropriate length of time of the debarment. If the Contractor fails to avail itself of the opportunity to submit evidence to the•Contractor•Hearing Board,the Con- tractor may be deemed to have waived all rights of appeal. 6. A record of the hearing, the proposed decision and any other recommendation of the Contractor Hearing Board shall be presented to the Board of Supervisors. The Board of Supervisors shall have the right to modify, deny or adopt the proposed decision and recommendation of the Hearing Board. 7. These terms shall also apply to (subcontractors/subconsultants) of County Contractors. • PROHIBITION AGAINST USE OF CHILD LABOR VENDOR shall: 1. Not knowingly sell or supply to COUNTY any products, goods, supplies or other personal property produced or manufactured in violation of•child-labor standards set -by the International Labor Organizations through its 1973 Convention Concerning Minimum Age for Employment. 2. Upon request by COUNTY, identify the•country/countries of origin of any products, goods, supplies or other personal property bidder sells or supplies- to COUNTY, and 3. Upon request by COUNTY, provide to•COUNTY the manufacturer(a-certification of compliance with all international child labor conventions. ' Should COUNTY discover that any products, goods, supplies or other personal property sold or supplied by VENDOR to COUNTY are produced in violation of any international child labor conventions, VENDOR shall immediately provide an alternetive',-compliant source of supply. Failure by VENDOR to comply with the provisions of this clause -will -be grounds for immediate cancellation of this Purchase Order or termination of this Agreement and award to an alternative vendor. . PSTSXT, TUPORM9 1395 01/03/02 11:.15 FAX 323 415 8663 LA CO. ISD Ij004/004 l PRICE SHEET TERM CONTRACT 'NUMBER : WOO T-NUMBER : 'I"R8SE VENDOR XEROX CORPORATION PAGE 3 LINE NO. COMMODITY/SERVICE DESCRIPTION QUANTITY FROM/CO UNIT UNIT PRICE DISCOUNT OFF CATALOG PRICE 00001 00002 00003 / UNLESS DPECIFIED ELSEWHERE SHIP TO: COUNS'Y WIDE Commaturr CODE: 985-26-037062 PHOTOCOPIER TERM LEASE/RENTAL OR PURCHASE ZERO DISCOUNT ON THIS LINE REPRESENTS • THAT 6>U.L DISCOUNTS ARE APPLIC'A`R1rE TO THIS CONTRACT COMMODITY CODE: 655-50-037070 1 1. .. IA . LO — _ . __.._ . IA # NIA ' N/A ^.._ - . N/A 57227 due to changes 0.00% 0.00% 0.00% PHOTOCOPY.PURCHASE- -.•--. ZERO i1P1S000NT ON THIS LINE REPRESENTS THAT ALL DISCOUNTS ARE APPLICABLE TO THIS'fi10NTRACT ... . . cmdm.ODITT•CODE 962-46-039266 DELIVERY + SET-UP Nate: This agreement # 41380 repiaaes in Purchasing.: System. . 1 agreement PSERSH, MOM L99S AGREEMENT TO: XEROX CORPORATION 700 SO_ FLOWER ST., SUITE 700 LOS ANGELES, CA 90017 AGREEMENT PERIOD: FROM 11-01-99 THRU 10-31-2002 INCLUSIVE WITH OPTION TO RENELN.FDR ADDITIONAL 12 MONTH PERIODS BY MUTUAL CONSENT CASH DISCOUNT: NET/30 UNLESS OTHERWISE PROVIDED HEREIN F.O.B. DESTINATIOS COUNTY OF LOS ANGELES INTERNAL SERVICES DEPARTMENT PURCHASING & CENTRAL SERVICES 1100 N. EASTERN AVENUE LOS ANGELES CA 90063 VENDOR NO. 039310-10 AGREEMENT NO. 57227 OATE 11/08/99 QUOTATION NO. LTR AMEND COMMODITY IOR SERVICE) /COMMODITY CODE OFFICE EQUIPMENT AND SUPPLIES/SERVICES-XEROX (AS STATED HEREIN) VENDOR INFO: BUYERITEL. VALENTINE/ma (323) 267-2208 DELIVER AS STATED HEREIN DAYS FROM RECEIPT OF INDIVIDUAL ORDERS The County of Los Asrjdies accepts your offer to fumish our requirements (and such requirements as may be ordered by cities andlor districts indicated herein) of the listed commodity, o, service, as needed, selbject to conditions of the stated quotation and as provided herein. All Purchase Agreements, Purchase Orders and Contracts will be deemed to be made and mterec into the State of California miler the Constitution and Jaws of this state and are to be so construed. PRICE GUARANTEE. "Unless otherwise provided herein, prices are maximum for the period of this agreement. In the event of a price decline, or, should you at any tirne during the life of this agreement sell lithesome material or service ruder similar quantity and delivery conditions to the State of California. or legal district thereof, or to any County or Municipality within the State of Cal iertaa.at,prices below those stated herein, you will immediately extend such lower prices to the County of Los Angeles. ITEMS UNIT PRICE UNIT ATTENTION: VENDOR/DEPARTMENT - SPECIAL NOTE: County departments are not authorized to use this agreement as a purchasing source for products not specifically covered herein. Changes of items, equipment, or modifications to prices, specifications, .or conditions, etc., of this agreement can be made only by the Purchasing Agent by issuance of official amendment aeod in accordance with properly authorized changes agreed upon prior to consummation. MASTER AGREEMENT FOR Equipment: Copiers/Duplicators, color products, digital copiers, reprographic systems, engineering and graphics, facsimile, production reprograhics, printing systems, office document systems/Supplies/ Maintenance/Services Methods of A.cgt;isition: Method of Acquisition (purchase/rental/term lease) as stated herein. REPLACES AGMT NO 53604 & 56069 EST. VALUE ANNUAL: $1,500,000.00 (FORWARD) SUBJECT TO SALES TAX DEPOSIT ON CONTAINERS NOT SUBJECT TO SALES OR USE TAX THIS IS A PURCHASE! AGREEMENT. MAKE OELNERIES ONLY UPON RECEIPT OF A PURCHASE ORDER. ACCEPTANCE ANO RECEIPT OF THIS AGREEMENT IS HEREBY ACKNOWLEDGED: FIRM NAME COUNTY OF LOS ANGELES PURCHASIN AGENT RETURN COPY TO: COUNTY OF LOS ANGELES INTERNAL SERVICES DEPARTMENT PURCHASING & CENTRALSVCS T I:DO N. EASTERN AVENUE LOBS ANGELES CA 90063 BY VENDOR USE ONLY :C: 90-201 COUNTY OF LOS ANGELES ISD/Contracts and Purchasing 1100 N. Eastern Ave., Los Angeles, CA 90063 PURCHASE STANDARD`` EMBEDDED CHIPS - YEAR COMPLIANCE REQUIREMENTS rtdard No. The following language and bidder/supplier sign off is to be included in all contracts, purchase orders and sub -orders for affected equipment and systems which contain embedded chips. GENERAL REQUIREMENTS The bidderhsupplier warrants that all equipment and systems containing embedded chips or devices. also known as microchips, are fully Year 2000 compliant AT THE TIME OF DEL/VERY. The equipment and systems must contain design and performance characteristics to: 1. Accurately process date data from, into and between the twentieth and twenty-first centuries, including leap year calculations. 2. Sense. determine, record, transfer, and print correct date values and ensure that all operation shall not result in abnormal terminations and/or results. 3. Handle date -related user interface functionalities and date fields so as to produce correct indication and conversions of century values. 4. Ensure that all date related functions will include the correct indication of century. 5. Ensure that the functioning of the equipment shall not be adversely affected try the Year 2000 date change. For your reference, application of embedded microchips may be found In the following kinds of systems. WARNING! This list is not comprehensive; there are many other systems and equipment types which contain embedded chips. Building Systeme Backup lighting and generators Door locks Fire control systems Heating and ventilating systems Lifts, elevators., escalators Safes and vaults Security systems and cameras MediaI Defibrillators Infusion pumps Laboratory equipment Radiology equipment WARRANTY AND REMEDIES Bidder/supplier shall repair or replace, within 48 hours after receipt of written notice, any equipment or system provided to the County whose non-compliance with Year 2000 is made known to the bidder/supplier in writing. Nothing in this warranty shall be construed to limit any rights or remedies the County may otherwise have under this contract with respect to defects other than year 2000 performance. Office Systems Copiers and faxes Mobile telephones Still and video cameras Telephone Systems Time recording systems Communicati9fl Cable Systems Hubs Routers Telephone Exchanges/Switches Local Area Networks Wide Area Networks Transport Airplanes Automobiles, buses Car parking & other meters Marine crafts ACCEPTANCE BY BIQQER/SUPPLIER We uncondi ' naiy agree to the above requirements. n Signed by: GLr�-uX C ----. Print Name D/IY✓/ —6-Z.i• OcC64,3 Title Radar systems Signaling systems Ticketing systems Traffic lights eM L -Date Company: % ox L IA PAGE NO 2 AGREEMENT NO 57227 The County of Los Angeies Master terms and conditions herein signed by Daniel McLean ("Vendor") dated 10/25/99 and Benson Wong ("County") dated 11/4/99 is an integral part of this agreement, and will apply to all commodity classes which may be added to this agreement.. AGREEMENT PERIOD: November 1, 1999 thru October 31, 2002 with option to renew for an additional two twelve (12) month periods by mutual consent. THE FOLLOWING ADDITIONAL CLAUSES ARE AN INTEGRAL PART OF THIS AGREEMENT: 1) Promotional Pricing: All promotional pricing must be submitted to ISD/Contracts & Purchasing for review and approval by the Deputy Purchasing Agent prior to the commencement date of the promotional. Written approval of the promotional must be received from ISD/Contracts & Purchasing prior to offering to the departments. Promotionals (include installation, maintenance, etc.) will be utilized by all depart- ments, since promotionals are an integral part of this agreement. 2) Insurance: Failure on the part of the VENDOR to maintain all required insurance coverage is a material breach, upon which COUNTY may, in its sole discretion immediately suspend VENDOR'S performance and terminate this agreement. VENDOR shall submit all updates immediately to the Deputy Purchasing Agent. 3) Notice to Employees Regarding the Federal Earned Income Credit: Contractor shall notify its employees, and shall require each subcontractor to notify its employees, that they may be eligible for the Federal Earned Income Credit under the federal income tax laws. Such notice shall be provided in accordance with the requirements set forth in Internal Revenue Service Notice 1015. 4) Copy of the following mandated forms are on file with ISD/Contracts & Purchasing: - ATTESTATION OF WILLINGNESS TO CONSIDER GAIN PARTICIPANTS - CHILD SUPPORT COMPLIANCE PROGRAM CERTIFICATION - PRINCIPAL OWNER INFORMATION FORM - EMBEDDED CHIPS — YEAR 2000 COMPLIANCE REQUIREMENTS - OFFICE OF AFFIRMATIVE ACTION COMPLIANCE 5) Participating Municipalities: Refer to the County of Los Angeles Master Terms and Conditions stated herein on Pages 15 thru 17, Section 39.0. EXCEPTIONS TO MASTER AGREEMENT BETWEEN COUNTY OF LOS ANGELES AND XEROX CORPORATION The following are exceptions by Xerox Corporation to the County of Los Angeles terms and conditions of the Master Agreement: 12.0 Limitation of Countv's Obligation Due to Non -Appropriation of Funds: From Xerox General Terms page 3 Item 15A 1. A. Funding. You state that it is your intent to make all payments required under this Agreement. In the event that through no action initiated by you. your legislative body does not appropriate funds for the continuation of this Agreement for any fiscal year after the first fiscal year and has no funds to do so from other sources. this Agreement may be terminated. To effect this termination. you shall. within 45 days after the beginning of the fiscal year for which your legislative body does not appropriate funds. send Xerox written notice stating that your legislative body failed to appropriate funds. Your notice must be accompanied by payment of all sums then owed Xerox (through the period for which funds were lawfully appropriated) under this Agreement and must certify that the canceled Equipment is not being replaced by equipment performing similar functions during the ensuing fiscal year. The preceding sentence (non -substitution language) shall apply. unless a court of competent jurisdiction within the State of California rules that it is unenforceable. In the event the Customer must return any Equipment pursuant to the terms of this paragraph. Xerox shall retain all sums paid under this Agreement by the Customer. In addition. you agree at your expense to return the equipment in good condition to a location designated by Xerox and that. when returned. the Equipment will be free of ail liens and encumbrances. You will then be released from your obligations to make any further payments to Xerox (with Xerox retaining all sums paid to date). 25.0 Most Favored Public Entitv: The Federal Government is Xerox "Most Favored Public Customer". The single unit purchase prices offered to the County shall be the same as those offered to the Federal Government at the time the County places its order. If Xerox reduces its single and multiple unit list prices during the term of this agreement. the reduction will be extended to the County. 29.2 Utilization Reports: Xerox is unable to submit a copy of the Purchase Order for orders processed by County Departments. A computer report will be provided. 39.0 Participating Municipalities: Xerox is submitting separate pricing and terms for purchases by other California governmental entities under this Agreement. "' g greement. The Pricing exhibits are noted Internal for the County of Los Angeles and External for other California governmental entities. COUNTY OF LOS ANGELES 4ev15dn �t/ca5 —"" se Print) Sig aitue / Title /'— _y.y / Date XEROX CORPORATION r e (Pleasr• " G' / igture U4Gdo „�N�1eocLG�/L Title IZx159 Date MASTER AGREEMENT BETWEEN COUNTY OF LOS ANGELES AND XEROX CORPORATION FOR PHOTOCOPY EQUIPMENT/FACSIMILE EQUIPMENT/ MICROGRAPHICS EQUIPMENT/SUPPLIES AND MAINTENANCE 1.0 This Agreement is made and entered into by and between the County of Los Angeles (hereafter "COUNTY") and XEROX CORPORATION (hereafter "VENDOR"). 2.0 TERM OF AGREEMENT 2.1 This Agreement shall be for three (3) years, unless earlier terminated as provided herein, with option to renew for additional two twelve (12) month periods by mutual written consent. 3.0 ENTIRE AGREEMENT 3.1 This document, including all Exhibits hereto, constitutes the complete and exclusive statement of understanding between the parties which supersedes all previous agreements, written or oral, and all communications, written or oral, between the parties relating to the subject matter of this Agreement. No change hereto shall be valid unless prepared pursuant to Subparagraph 5.0 (Agreement Modifications, Changes, or Amendments). 4.0 DEFINITIONS 4.1 avid The term "day(s)" shall mean calendar day(s) unless otherwise specified. 4.2 Eligible Vendor "Eligible VENDOR" identifies a VENDOR whose evidences of insurance, as required by Paragraph (Indemnification and Insurance), have all been received by Purchasing and Central Services, as set forth in Section (Notices), and are valid and in effect at the time of a given Work Order solicitation under this Master Agreement. 4.3 Normal Working Hours "Normal Working Hours" means one of the following work schedules, according to individual COUNTY department policy, excluding COUNTY holidays: A. "5/40, which is normally eight (8) hours per day Monday Through Friday ( "Working Days"), with starting and ending times departmentally established. B. "9/80", which is a flexibility arranged nine (9) hours on each of eight working Days in a given two -week period, plus 8 hours arranged, per department policy, on the ninth Working Day; or C. "4/40", which is a flexibility arranged ten (10) hours on each of four fixed Working Days each week, with starting and ending times departmentally established. 5.0 AGREEMENT MODIFICATION 5.1 This agreement shall only be modified in writing executed by an authorized official of both parties. The terms and conditions of this Agreement together with any specific terms and conditions set forth in the applicable COUNTY purchase orders shall prevail notwithstanding any variations, modifications and/or provisions contained in any document, acknowledgment or other communication from VENDOR. 6.0 AUTHORIZATION 6.1 VENDOR represents and warrants that the person executing this Agreement is an authorized agent who has actual authority to bind VENDOR to each and every term, condition and obligation of this Agreement and that all requirements of VENDOR have been fulfilled to provide such actual authority. 7.0 ASSIGNMENT OF -AGREEMENT 7.1 VENDOR shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior express written consent of the COUNTY. Any assignment without the prior express written consent of COUNTY shall be null and void. 7.2 Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the permitted successors, heirs, executors, administrators and assigns. 8.0 METHOD OF PURCHASE, INVOICING AND PAYMENT COUNTY 8.1 Purchase Order(s) COUNTY shall purchase the items listed formal purchase order. Such purchase conditions applicable for that purchase. the contrary, the purchase order shall, 2 in this agreement by issuance of a order shall contain the terms and Notwithstanding anything herein to as specifiicaily noted, govern and control the applicable purchase. All purchase orders are subject to acceptance by VENDOR. 8.2 Unless otherwise set forth in the purchase order, purchase orders issued by COUNTY which are accepted and confirmed by VENDOR may be cancelled by the COUNTY only by giving VENDOR written notice at least twenty (20) days prior to the scheduled delivery date. Purchase orders cancelled by COUNTY in less than twenty (20) days prior to the scheduled delivery date may be subject to a cancellation charge of one-half percent (1/2%) of the invoice value of the cancelled purchase order. 8.3 invoices. invoices shall be submitted as set forth on the applicable purchase order. 8.4 Payment Terms Unless otherwise set forth on the purchase order, payment terms are net thirty (30) days from COUNTY'S receipt of a properly prepared and submitted invoice. In no event shall COUNTY be liable for any late fees or changes. 8.5 Vendor Acknowledgement The terms and conditions of this Agreement together with any specifically noted terms and conditions set forth in COUNTY'S purchase order(s) shall prevail not withstanding any variations or additions on VENDOR'S acknowledgement or other documents. 9.0 NON-EXCLUSIVE AGREEMENT 9.1This agreement is non-exclusive and shall not, in any way preclude COUNTY from entering into similar agreements and/or arrangements with other VENDORs, or from acquiring similar, equal or like goods and/or services from other entities or sources. 9.2 COUNTY makes no representation that it will purchase any minimum dollar or quantity amounts. 9.3 COUNTY reserves the right to solicit products through the competitive bid process whenever COUNTY deems it appropriate. However, COUNTY may, at its sole option, negotiate with VENDOR for better pricing. 10_0 INDEPENDENT CONTRACTOR STATUS 10.1 VENDOR an independent contractor. This Agreement shall not create the relationship of agent, servant, employee, partnership, joint venturer or 3 association between COUNTY and VENDOR. The employees and agents of one party are not the employees or agents of the other party for any purpose whatsoever. 10.2 VENDOR is solely responsible for providing all workers' compensation insurance and benefits, liability insurance, employer taxes, compensation, and benefits to, or on behalf or, ail persons performing work pursuant to this Agreement. COUNTY shall have no responsibility or liability for the payment of any salaries, wages, unemployment insurance, payroll taxes, disability insurance or benefits, or federal, state, or local compensation, benefits, or taxes for any personnel provided by or on behalf of VENDOR. 11.0 TERMINATION 11.1 This Agreement may be terminated for any reason by either party upon sixty (60) days prior written notice. 11.2 VENDOR shall honor purchase orders accepted on or before the effective date of the termination. 12.0 LIMITATION OF COUNTY'S OBLIGATION DUE TO NON -APPROPRIATION OF FUNDS 12.1 COUNTY'S obligation is payable only and solely from funds appropriated for the purpose of this Agreement. 12.2 Alt funds for payment after June 30th of the current fiscal year are subject to COUNTY'S legislative appropriation for this purpose. Payment during subsequent fiscal year periods are dependent upon the same action. 12.3 Notwithstanding any other provision of this Agreement, if this Agreement extends into succeeding fiscal year periods and if the governing body appropriating the funds does not allocate sufficient funds for the next succeeding fiscal year's payments, then this Agreement shall terminate as of June 30th of the last fiscal year for which funds were appropriated. COUNTY shall notify VENDOR in writing of such non -allocation of funds at the earliest possible date. 13.0 COMPLIANCE WITH APPLICABLE -LAW 13.1 VENDOR shall comply with all applicable federal, state, and local laws, rules, regulations, ordinances and directives, and all provisions required thereby to be included in this Agreement are hereby incorporated herein by reference. 4 14.0 GOVERNING LAW, JURISDICTION AND VENUE 14.1 This agreement shall be governed by, and construed in accordance with, the laws of the State of California, except where federal law pre-empts. VENDOR consents for all purposes to the jurisdiction and exclusive venue of the courts and other appropriate dispute resolution bodies in Los Angeles COUNTY, or if held prejudicial, in a contiguous COUNTY. 15.0 RESTRICTIONS ON LOBBYING 15.1 Federal Funds Proiects If any Federal funds are to be used to pay for any of VENDOR'S services under this Agreement, VENDOR shall fully comply with all certification and disclosure requirements prescribed by Section 319 of Public Law 101-121 (31 United States Code Section 1352) and any implementing regulations, and shall ensure that each of its subcontractors receiving funds provided under this Agreement also fully complies with all such certification and disclosure requirements. 15.2 County Projects " VENDOR, and each COUNTY lobbyist or COUNTY lobbying firm as defined in COUNTY code Section 2.160.010 retained by VENDOR, shall fully comply with COUNTY'S lobbyist Ordinance, COUNTY Code Chapter 2.160. Failure on the part of VENDOR or any COUNTY lobbyist or COUNTY lobbying firm retained by VENDOR to fully comply with COUNTY'S Lobbyist Ordinance shall constitute a material breach of this Agreement, upon which COUNTY may immediately terminate or suspend this Agreement. 16.0 WAIVER 16.1 Failure of either party to enforce at any time, or from time to time, any right, remedy, or provision of this Agreement shall not be construed as a waiver thereof. 17.0 RECORDS. DOCUMENT AND AUDITS VENDOR shall maintain accurate and complete financial records of its activities and operations relating to this Agreement in accordance with generally accepted accounting principles. VENDOR shall also maintain accurate and complete employment and other records relating to its performance of this Agreement. VENDOR agrees that COUNTY, or its authorized representatives, shall have access to and the right to examine, audit , excerpt, copy or transcribe any pertinent transaction, activity, or records relating to this Agreement. All financial records, timecards and other employment records, and proprietary data and information, shall be kept and 5 maintained by VENDOR and shall be made available to COUNTY during the term of this AGREEMENT and for a period of four years thereafter unless COUNTY'S written permission is given to dispose of any such material prior to such time. All such material shall be maintained by VENDOR at a location in Los Angeles COUNTY, provided that if any material is located outside Los Angeles COUNTY, then at COUNTY'S option, VENDOR shall pay COUNTY for travel, per diem, and other costs incurred by COUNTY to examine, audit, excerpt, copy or transcribe such material at such other location. In the event that an audit is conducted of VENDOR specifically regarding this Agreement by any Federal or State auditor, or by any auditor or accountant employed by VENDOR or otherwise, the VENDOR shall file a copy of the audit report with COUNTY'S Auditor -Controller within thirty days (30 of VENDOR'S receipt thereof, unless otherwise provided by applicable Federal or State law or under this Agreement. County shall make a reasonable effort to maintain the confidentiality of such audit reports (s) Failure on the part of VENDOR to comply with the provision of this Paragraph 17.0 shall constitute a material breach upon which COUNTY may terminate or suspend this Agreement. 17.1 Publicity VENDOR shall not disclose any details in connection with this Agreement to any person or entity except as may be otherwise provided herein or required by law. However, in recognizing VENDOR'S need to identify its services and related clients to sustain itself, COUNTY shall not inhibit VENDOR from publishing its role under this Agreement, with,the following conditions: A. VENDOR shall develop all publicity material in a professional manner. B. During the term of this Agreement, VENDOR, shall neither, authorize another to, nor publish or disseminate any commercial advertisements, press release, feature articles, or other materials using the name of COUNTY without the prior written consent of COUNTY'S Purchasing Agent. COUNTY shall not unreasonably withhold written consent, and approval by COUNTY may be assumed in the event no adverse comments are received in writing within two weeks after submittal of written request for such consent. C. VENDOR may, without the prior written consent of COUNTY, indicate in its proposals and sales materials that it has been awarded this Agreement with the County of Los Angeles, provided that the requirements of this Paragraph 17.1 shall apply. 6 18.0 CONFLICT OF INTEREST 18.1 No COUNTY employee whose position with COUNTY enables such employee to influence the award of this Agreement or any competing agreement, and no spouse of economic dependent of such employee, shall be employed in any capacity by VENDOR or have any other direct or indirect financial interest in the Agreement. No officer or employee of VENDOR, who may financially benefit from the performance hereunder, shall in any way participate in COUNTY's approval, or ongoing evaluation, of such performance, or in any way attempt to unlawfully influence COUNTY'S approval or ongoing evaluation of such performance. 18.2 VENDOR shall comply with all conflict of interest laws, ordinances and regulations now in effect or hereafter to be enacted during the term of this Agreement. VENDOR warrants that it is not now aware of any facts which create a conflict of interest. If VENDOR hereafter becomes aware of any facts which might reasonably be expected to create a conflict of interest, it shall immediately make full written disclosure of such facts to COUNTY. Full written disclosure shall include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. 19.0 INDEMNIFICATION AND INSURANCE 19.1 Indemnification VENDOR agrees to indemnify, defend and save harmless the COUNTY, its agents, officers and employees from and against any and all liability, expense, including defense costs and legal fees, and claims for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, or property damage arising from or connected with VENDOR's operations of its services hereunder, including any Workers Compensation suits, liability, or expense, arising from or connected with services performed on behalf of VENDOR by any person pursuant to this Agreement. 19.2 Insurance Without limiting VENDOR'S indemnification of COUNTY, VENDOR shall provide and maintain at its own expense during the term of this Agreement the below -described programs of insurance covering VENDOR'S operations hereunder. Certificates or other evidence of such programs satisfactory to COUNTY shall be -delivered to: Louise Valentine Purchasing/Contracts Division ISD/Purchasing and Central Services 1100 N. Eastern Avenue Los Angeles, CA 90063 1 9..55 Loss and Damage Insurance: The County of Los Angeles, its agents or employees, will not be responsible for loss by fire, flood or Acts of God. After such loss of equipment or parts thereof has been reported to you, replacement is to be made by lessor within time quoted for original delivery. However, if positive proof can be furnished showing that a COUNTY employee is responsible for any act of negligence that affects the operation or condition of the equipment, then repair or replacement will be for the account of the COUNTY. 2O4) CONFORMITY TO LAW 20.1 VENDOR warrants that the Products may be shipped and used in a customary manner without violation of any law, ordinance, rule or regulation of any government or administrative body. These laws, ordinances, rules or regulations include, but are not limited to, CAL/OSHA and COUNTY Code Title 27 and Ordinance No. 4388 (electrical approval) and are incorporated herein by reference. 21.0 LOAN/TRIAL USE OF PRODUCT 21..1 VENDOR shall not deliver products or other items to the COUNTY as loaner equipment or for trial use prior to receipt of an "Equipment Loan Agreement" and "No Charge" Purchase Order from ISD/Purchasing & Central Services. 21.2 The Products or other items shall be returned to the Vendor at the end of the Loan Agreement period. 22.0 ORDERS PRECLUDED 22.1 COUNTY departments shall not use this Agreement as a source to purchase items and/or services not specifically set forth herein. 23.0 SEVERABILITY 23.1 If any provision of this Agreement or the application thereof to any person or circumstance is held invalid, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby. 24.:0 NOTICE OF DELAYS 24.1 Except as otherwise provided under this Agreement when either party has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Agreement, that party shall, within two days, give notice thereof, including all relevant information with respect thereto, to the other party. 9 25.0 MOST FAVORED PUBLIC ENTITY 25.1 VENDOR represents that the prices charged to COUNTY in the Agreement do not exceed existing selling prices to other customers for the same or substantial similar items or services for comparable quantities under similar terms and conditions. 25.2 If VENDOR'S prices decline, or should VENDOR, at any time during the term of this Agreement, provide the same goods or services under similar quantity and delivery conditions to the State of California or any COUNTY, municipality or district of the State at prices below those set forth in this Agreement, then such lower prices shall be immediately extended to COUNTY. 26.0 NOTICES 26.1 All notices or demands required or permitted to be given or made under this Agreement shall be in writing and shall be hand delivered with signed receipt or mailed by first-class registered or certified mail, postage prepaid, addressed to the parties at the following addresses: If to COUNTY: Louise Valentine Senior Deputy Purchasing Agent ISD/Purchasing and Central Services 1100 N. Eastern Ave., Room G 115 Los Angeles, CA 90063 If to VENDOR: Chris Landon Major Account Customer Satisfaction Coordinator Xerox Corporation 1851 East 1st Street, CAGEO, Ste. 460 Santa Ana, CA 92705 27.0 BENCHMARKING 27.1 COUNTY reserves the right to benchmark pricing, terms and conditions throughout the term of this Agreement. If deemed necessary, at the sole discretion of the COUNTY, COUNTY will re -negotiate applicable pricing, terms and conditions with VENDOR. 28.0 PRICING, DISCOUNTS. AND TERMS 28.1 Pricing and Discounts Pricing, discounts, and terms as stated in this Agreement. 10 28.2 Promotional Pricing VENDOR shall immediately furnish ISD/PCS with a copy of any promotional pricing offered on this agreement accompanied with a letter stating the agreement number and the period of the promotion. No promotional pricing to be offered to the COUNTY departments until VENDOR has received approval from ISD/PCS. 28.3 Addition/Deletion of Products Products shall be added/deleted only with thirty (30) days prior written notice to the COUNTY. No products to be offered to the COUNTY departments until VENDOR has received approval from ISD/PCS. 29.0 UTILIZATION REPORTS 29.1 VENDOR shall submit to ISD/PCS written reports on a quarterly basis commencing from the effective date of this Agreement. 29.2 Reports to include COUNTY department name, purchase order number and date, commodity, brand/model, quantity, unit price, extended price, tax, total. If the purchase order was not processed by ISD/PCS but processed by the COUNTY department, submit a copy of their purchase order (order form) and copy of the invoice. 30.0 TERMINATION FOR IMPROPER CONSIDERATIdN 30.1 COUNTY may, by written notice to CONTRACTOR, immediately terminate the right of CONTRACTOR to proceed under this Agreement if it is found that consideration, in any form, was offered or given by CONTRACTOR, either directly or through an intermediary, to any COUNTY officer, employee or agent with the intent of securing the Agreement or securing favorable treatment with respect to the award, amendment or extension of the Agreement or the making of any determinations with respect to the CONTRACTOR'S performance pursuant to the Agreement. In the event of such termination, COUNTY shall be entitled to pursue the same remedies against CONTRACTOR as it could pursue in the event of default by the CONTRACTOR. 30.2 CONTRACTOR shall immediately report any attempt by a COUNTY officer or employee to solicit such improper consideration. The report shall be made either to the COUNTY manager charged with the supervision of the employee or to the County Auditor -Controller's Employee Fraud Hotline at (213) 974-0914 or (800) 544-6861. 30.3 Among other items, such improper consideration may take the form of cash, discounts, service, the provision of travel or entertainment, or tangible gifts. 11 3'1.0 TERMINATION FOR GRATUTIES: 31.1 COUNTY may, by written notice to VENDOR, terminate the right of VENDOR to proceed under this Agreement upon day's written notice, if it is found that gratuities in the form of entertainment, gifts, or otherwise were offered or given by, or any agent or representative of VENDOR, to any officer or employee of COUNTY with a view toward securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing, of such contract. In the event of such termination, COUNTY shall be entitled to pursue the same remedies against VENDOR as it could pursue in the event of default by VENDOR. 32.0 TERMINATION FOR INSOLVENCY 32.1 COUNTY may terminate this Agreement occurrence of any of the following: A. Insolvency of VENDOR, VENDOR shall has ceased to pay its debts for at least of business, whether or not a petition Bankruptcy Code and whether or not meaning of such laws. forthwith in the event of the be deemed to be insolvent if it sixty days in the ordinary course has been filed under the Federal VENDOR is insolvent within the B. The filing of a voluntary or involuntary petition regarding VENDOR under the Federal Bankruptcy Code. C. The appointment of a Receiver or Trustee for VENDOR. D. The execution by VENDOR of a general assignment for the benefit of creditors. The rights and remedies of COUNTY provided in this Paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. 33.0 TERMINATION FOR DEFAULT: 33.1 COUNTY may, by written notice to VENDOR, terminate the whole or any part of the Agreement if, in the judgment of COUNY'S Purchasing Agent: A. VENDOR has materially breached this Agreement as elsewhere provided herein; Or 8. VENDOR fails to timely provide and/or satisfactorily perform any task, deliverable, service, or other work required under this Agreement here under; 12 or C. VENDOR has assigned or delegated its duties or subcontracted any performance of this Agreement without prior written consent by COUNTY as elsewhere provided. 33.2 VENDOR shall not be liable for any excess costs if its failure to perform under this Agreement, arises from force majeure, i.e., causes beyond the control and without the fault or negligence of VENDOR. If the failure to perform is caused by the default of a subcontractor, and if such -default arises out of causes beyond the control of both VENDOR and subcontractor, and without the fault or negligence of either, VENDOR shall not be liable for any such excess costs for failure to perform, unless the goods or services to be furnished by the Subcontractor were obtainable from other sources in sufficient time to permit VENDOR to meet the requirements. As used in this subparagraph the terms "subcontractor' and 'subcontractors mean subcontractor(s) at any tier. 33.3 If, after COUNTY has given notice of termination under the provisions of this Paragraph, it is determined by COUNTY that VENDOR was not in default under these provisions, or that the default was excusable under these provisions, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to paragraph Termination for Convenience. The rights and remedies of COUNTY provided in this Paragraph are non- exclusive and cumulative. 34.0 TERMINATION FOR CONVENIENCE 34..1 This Agreement, may be terminated, when such action is deemed by COUNTY to be in its best interest. Termination shall be effected by delivery to VENDOR of a notice of termination specifying the extent to which performance of agreement is terminated and the date upon which such termination becomes effective, which shall be no less than ten (10) days after the notice is sent. 34.2 After receipt of a notice of termination, VENDOR shall submit its termination claim and invoice to COUNTY, in the form and with any certifications as may be prescribed by COUNTY. Such claim and invoice shall be submitted promptly, but not later than three months from the effective date of termination. Upon failure of VENDOR to submit its termination claim and invoice without the time allowed, COUNTY may determine on the basis of information available to COUNTY, the amount, if any, due to VENDOR in respect to the termination, and such determination shall be final. When such determination is made, COUNTY shall pay VENDOR the amount so determined. 13 34.3 VENDOR shall honor purchase orders accepted on or before the effective date of termination. 35.0 TERMINATION FOR FAILURE TO OPERATE IN ORDINARY COURSE: 35.1 VENDOR'S stability was and/is a primary basis for entering into and continuing with this Agreement, therefore, COUNTY may terminate this Agreement by thirty (301 days written notice should VENDOR fail to continue to do business in the ordinary course. 36.0 NONDISCRIMINATION AND AFFIRMATIVE ACTION: 36.1 VENDOR certifies and agrees that all persons employed by it, its affiliates, subsidiaries or holding companies are and will be treated equally without regard to or because of race, color, religion, ancestry, national origin, sex, age, or physical or mental handicap, in compliance with all applicable federal and State anti -discrimination laws and regulations. 36.2 VENDOR shall, pursuant to County Code Section 4.32, unless employing Tess than ten persons, certify to and comply with the provisions of Exhibit 8 (VENDOR'S EEO Certification). 36.3 VENDOR shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to race, color religion, ancestry, national origin, sex, age, or physical or mental handicap, in compliance with all applicable Federal and State anti- discrimination laws and regulations. Such action shall include, but is not limited to: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. 36.4 VENDOR certifies and agrees, that it will deal with its subcontractors, bidders or VENDORS without regard to or because of race, color, religion, ancestry, national origin, sex, age or physical or mental handicap. 36.5 VENDOR certifies that it is in compliance with all Federal, State and local laws including, but not limited to: A. Title VII, Civil Rights Act of 1964; 8. Section 504, Rehabilitation Act of 1973; C. Age Discrimination Act of 1975; D. Title IX, Education Amendments of 1973, as applicable; and E. Title 43, Part 17, Code of Federal Regulations, Subparts A & B And that VENDOR shall subject no person, on the grounds of race, creed, color national origin, political affiliation, marital status, sex, age, or handicap, 14 to discrimination as to any privileges or uses gained, or under any project, program or activity supported, by this Agreement. 36.6 VENDOR shall allow COUNTY representatives access to its employment records during regular business hours to verify compliance with the provisions of this Paragraph 14.0 when so requested by COUNTY. 36.7 If COUNTY finds that any of the provision of this Paragraph 14.0 have been violated, such violation shall constitute a material breach of this Agreement upon which COUNTY may terminate or suspend this Agreement. While COUNTY reserves the right to determine independently that the anti- discrimination provisions of this Agreement have been violated, in addition, a determination by the California Fair Employment Practices Commission or the Federal Equal Employment Opportunity Commission that VENDOR has violated State or Federal anti -discrimination laws or regulations shall constitute a finding by COUNTY that VENDOR has violated the anti- discrimination provisions of this Agreement. 36.8 The parties agree that in the event VENDOR is held to have violated the anti- discrimination provisions of this Agreement, COUNTY• shall, pursuant to County Code Section 4.32.010 (E), be entitled to the sum of Two Thousand Dollars ($2,000) for each such violation, as liquidated damages extremely difficult to ascertain or calculate precisely, in lieu of termination or suspension hereof. 37.0 CONSIDERATION OF GAIN PROGRAM PARTICIPANTS FOR EMPLOYMENT 37.1 Should CONTRACTOR require additional or replacement personnel after the effective date of this Agreement, CONTRACTOR shall give consideration for any such employment openings to participants in the County's Department of Public Social Services' Greater Avenues for Independence (GAIN) Program who meet CONTRACTOR'S minimum qualifications for the open position. For this purpose consideration shall mean that contractor will interview qualified candidates. The COUNTY will refer GAIN participants by job category to the contractor. 38.0 PARAGRAPH HEADINGS 38.1 Paragraph headings are for convenience only and are not a part of this Agreement and shall not be use in construing this Agreement. 39.0 PARTICIPATING MUNICIPALITIES Pursuant to action by COUNTY's Board of Supervisors on February 10, 1998, COUNTY has designated California Statewide Communities Development Authority (Authority) as the public agency to provide administrative services related to purchases by other California 15 governmental, entities (Entity) under this Agreement. At COUNTY's sole discretion and option, COUNTY's sole discretion and option, COUNTY may inform other Entities that they may acquire items listed in this Agreement. Such acquisition(s) shall .be at the prices stated herein, and shall be subject to VENDOR's acceptance. In no event shall COUNTY be considered a dealer, remarketer, agent or other representative of VENDOR. 39.1 Vendor and COUNTY recognize that from time to time VENDOR's reasonable assistance may facilitate and expedite a presentation by the County to any entity. Such assistance shall be provided, at no cost, by VENDOR upon the written request of the COUNTY. 39.2 Entity purchase orders may, as agreed by county, be submitted by the Entity or by COUNTY. In either event, Authority shall be entitled to an administrative fee (Fee) of one percent (1 %) of the purchase price, excluding taxes and shipping, for each Entity purchase order. Payment of the Fee shall be made quarterly by VENDOR to Authority. For purposes of this Agreement, calendar year quarters shall be January 1 through March 31; April 1 through June 30; July 1 through September 30; and October 1 through December 31. Fee payment shall be accompanied by a written report (Report) summarizing all purchases shipped and billed during the applicable quarter made by any entity under this Agreement. VENDOR shall have no claim or right to all or any portion of the fee. Fee payment shall be made by wire to CSAC Finance corporation as follows: CSAC Finance Corporation West America Bank Capitol Office 300 Capitol Mall Sacramento, CA 95814 ABA#1211 40218 Account #0527-377915 Vendor shall confirm the date and amount of wire via fax to (510) 933-8457 Reports shall be submitted to: California Statewide communities Development authority 1 100 K Street, Suite 101 Sacramento, CA 94814 Attn: Secretary 16 with copies to: California Communities 1470 Maria Lane, Suite 400 Walnut Creek, CA 94596 Attn: Program Manager County of Los Angeles ISD/PCS 1100 N. Eastern Ave., Room 102 Los Angeles, CA 90063 Attn: Manager 39.3 Purchases by COUNTY departments under this Agreement shall not be included in either the Fee or the Report, 39.4 Reports and Fees shall be submitted to Authority no later than thirty (30) days after the end of the applicable quarter. Reports shall, at a minimum, provide total entity purchases for the applicable quarter and year-to-date, sorted by participating Entity, with a grand total of all Entity purchases. 39.5 Failure to provide Fees and/or Reports in the manner specified shall be regarded as a material breach of this Agreement and shall be deemed a cause for termination of this Agreement at COUNTY's sole discretion. Fees not paid by the specified deadline shall bear interest at the rate of 1 1/2% per month until paid. 39.6 Authority, or its designee may, at Authority's sole discretion, compare records provided by Entities with Reports submitted by VENDOR. Authority will provide written notification to VENDOR of discrepancies, and allow VENDOR thirty (30) days from the date OF Authority's notification to resolve the discrepancy(ies) to Authority's satisfaction. In the event that VENDOR does not resolve the discrepancy to Authority's satisfaction, Authority reserves the right to engage outside services to conduct an independent audit of VENDOR's Reports, and VENDOR shall reimburse Authority for the costs and expenses related to such audit(s). 39.7 VENDOR authorizes COUNTY's use of VENDOR's name, trademarks and VENDOR provided materials in COUNTY's presentations and promotions regarding the availability for use of the agreement. 39.8 COUNTY WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO PAYMENT, FOR ANY ITEM ORDERED BY ENTITIES. 39.9 COUNTY makes no representation or guarantee as to any minimum being purchased by COUNTY or Entities. 17 The parties hereto have caused this Agreement to be executed this of November '1.999 CoLN-ri OF LOS ANGELES ease Print) , , J 0. v . Thde /1 ¥-1q Date i 18 4th XEROX CORPORATION Compan Name /6. I/G EA (Please,' �Q day ign tare 14 Co f o/2SM•i g Title Date XEROX Xerox Corporation Revised 9/16/99 County of Los Angeles Request for Proposal to Provide Photocopy, Facsimile, and Micrographics Equipment, Maintenance, and Supplies Please note that the following clarifications and the attached "Xerox Corporation Additional Terms and Conditions" are a part of our proposal. In the event there is a conflict between the "Xerox Corporation Terms and Conditions Attachment" and those of the County's Request for Proposal, the latter shall prevail. In addition, Xerox is including Printing Systems Products, Document Centre, Plotters, Customer Education, Business Srvs, Network, Consulting and Analyst Support. Instructions 2.0 Purpose: Term of Agreement: This agreement is effective November 1, 1999 though October 31, 2002 and may be renewed for two additional 1 year periods as stated in the County's RFP. 14.2 Benchmark Pricing: Single unit list purchase prices offered to the County will be equal to those offered to the Federal Government in the GSA Price Schedule in effect at the time the County places its order. Supply prices will be those contained in the LA County Consumable Price List in effect at the time of order. Maintenance prices will be those in the Xerox State and Local Government Copy Equipment Price List or on a Pricing exhibit within the Contract at the time the maintenance (FSM) agreement commences. FSM agreements expire on June 30 of each fiscal year. FSM prices are subject to a maximum annual increase of ten percent (10) over the previous year's pricing. Copy Cartridges: The Xerox Models DC212, DC214, DC220, and DC230 require a copy cartridge in order to produce copies. The copy cartridge is a supply item, which must be purchased by the customer. 17.0 Term Lease Terms: Attached is a copy of Xerox' Term Lease Terms. This agreement has been modified to incorporate terms and conditions previously negotiated and accepted by both the County and Xerox dated Sept 7,1995. coia99 Xerox Corporation Revised 9/16/99 Pricing and Specific Terms and Conditions: (1) Purchase prices are good from November 1, 1999 through October 30, 2000. Supply prices are good through August 30, 2000. All Maintenance prices are subject to change effective each July 1 unless otherwise stipulated. (4) Trade-in Formula: Trade in allowance are not guaranteed. The trade-in amount, if any, will be based on the trade-in allowance in effect at the time of order. (5) Warranty: 0 Months (unless otherwise stipulated) Maintenance (including all copies) billing for purchased equipment begins upon acceptance by the end user department. (7) Payment Terms: Xerox requests payment of correct invoices within thirty (Net 30) day of receipt. (8) All equipment is Underwriter Laboratories approved. (9) Product Information Inquires 213 627-4300 Status of orders 213 627-4300 Questions on Invoices 1-888-435-6333 Service Calls 1-800-822-2979 (10) Ordering Instructions: Xerox Corporation 700 So Flower St Suite 700 Los Angeles, Ca 9001.0 213 627-4300 FAX 213 614-0371 (11) Payment Address Xerox Corporation P. O. Box 7405 Pasadena, Ca 91109-7405 (12) Training: Please refer to Xerox' Customer Education Price List Training Fees in Agreement. The training fees billed to the customer will be those in effect at the time the training is ordered. (13) Retailers Permit Number SZOHB98-040852 (14) FOB Destination (15) Taxable vs Non Taxable: All items are taxable with the exception of Maintenance on County Owned equipment. (16) Delivery Period: 2 weeks cola99 2 Xerox Corporation Revised 9/16/99 Additional Requirements: (1) Please see attachment. Exhibit 1 Equipment: Recommend Monthly Volume Usage (2) Please see attachment. Exhibit 2 Equipment: Low, Medium and High Volume (3) Please see attachment. Exhibit 3 Equipment: Manufacturing Status As Of 9/16/99 co1a99 3 Xerox Corporation Revised 9/16/99 Manufacturing Status Definition • Newly Manufactured Equipment is factory produced and contains new, reprocessed, and/or recovered parts. The customer is the first user of Newly Manufactured Equipment. • Remanufactured Equipment is factory produced following disassembly to a Xerox predetermined standard and contains new, reprocessed, and/or recovered parts. The purchase warranty for remanufactured equipment is identical to the warranty for Newly Manufactured Equipment. • Factory Produced New Model Equipment is a model no more then three (3) years old that is factory produced and newly serialized with additional features and/or functions following disassembly to a Xerox predetermined standard and contains new, reprocessed, and/or recovered parts. The Customer is the first user of the Factory Produced New Model Equipment. The purchase warranty for factory produced new model equipment is identical to the warranty for Newly Manufactured Equipment. cola99 4 Xerox Corporation Revised 9/16/99 Summary of Price Plan Offerings Outright Purchase Prices (applies to all products offered): The single unit list purchase prices offered to the County are indexed off of Xerox's GSA Price Schedule. These prices are good for orders received on or before October 30, 2000. Maintenance prices (applies to all products offered): Maintenance prices will be those contained in the Xerox (Product) Price List State & Local Maintenance or on an accepted Promotional Price Exhibit at the time the maintenance (FSM) agreement commences. • FSM agreements expire on June 30 of each fiscal year. FSM prices are subject to a maximum annual increase of ten percent (10) over the previous year's prices. These maintenance prices do not include the cost of consumable supplies. These maintenance prices may be used for new orders and for the renewal of maintenance agreements on existing placements. Xerox shall not be required to offer FSM on individual copiers, if that copier is beyond its Initial Period of Assured Availability of Full Service Maintenance (FSM). Supply Prices (applies to all products offered): Supply prices will be those contained in the LA County Price Exhibit or in the State and Local Government Consumable Price List in effect at the time of order. Copy Cartridges: The Xerox Models DC212, DC214, DC220, and DC230 require a copy cartridge in order to produce copies. The copy cartridge is a supply item, which must be purchased by the customer. Term Lease Terms: Term Lease / Lease -Purchase (applies to all products offered): Attached is a copy of Xerox' Term Lease Terms. This agreement has been modified to incorporate terms and conditions previously negotiated and accepted by both the County and Xerox. Xerox added Bundled Term Lease Terms to the existing terms. • Term leases may be for either thirty-six month (36) or sixty (60) months at the option of the County. At the conclusion of the lease the Customer may buy the equipment at the state purchase option price, extend the lease at the same month price for an additional year, or return the equipment to Xerox. • These plans may only be canceled for lack of funds or vendor default. The penalty for early cancellation for convenience is the based monthly payment times the number of months remaining in the lease. • The Maintenance portion of term lease is subject each June 30 to a maximum annual increase of ten percent (10) over the previous year's prices. These maintenance prices do not include the cost of consumable supplies. co1a99 5 Xerox Corporation Revised 9/16/99 Additional Procurement Options (applicable to Copier Products up to 120 Copies Per Minute and Xerox' Black and White Digital Copier Products): Xerox is offering a Bundled Term Lease (lease purchase with bundled maintenance and metered supplies), an Equipment Utilization Lease Plan, and a 12 month Rental Plan. Bundled Term Lease / Lease -Purchase: The terms and conditions for Bundled term lease are identical to those offered for Standard Term Lease except: • Bundled term leases prices are fixed for the duration of the lease; there will be no annual escalation. • The per copy charge will include consumable supplies (black toner, developer, fuser agent). Color supplies are ordered and billed separately for equipment that has a color capability e.g.5830. • Equipment Utilization Lease Plan: Attached is a copy of Xerox' Equipment Utilization Lease Plan Terms and Conditions. • Xerox' Equipment Utilization Leases may be for either thirty-six month (36) or sixty (60) months at the option of the County. At the conclusion of the lease the Customer may extend the lease at the same month price for an additional year, or return the equipment to Xerox. • These leases may only be canceled for lack of funds or vendor default. The penalty for early cancellation for convenience is the based monthly payment times the number of months remaining in the lease. • Xerox' Equipment Utilization Leases prices are fixed for the duration of the lease; there will be no annual escalation. The per copy charge will include consumable supplies (black toner, developer, fuser agent). Color supplies are ordered and billed separately for equipment that has a color capability e.g.5830. • 12 Month Rental Plans: Confidential County of Los Angeles only. These plans are for the exclusive use of the County. These prices are not for use by other governmental entities. The Rental Plan runs for 12 months from the date of acceptance by end user department. Rentals may be renewed at the same price for two additional 1 year periods. • Monthly billing will consist of a monthly equipment rental charge that includes a monthly copy allowance, a monthly rental charge for any optional accessories, plus the per copy charge for any excess copies run over the monthly copy allowance. • The per copy charge will include maintenance and consumable supplies (black toner, developer, fuser agent). Rentals may be canceled or upgraded at anytime without penalty upon 30 day's prior written notice. 6 EXCEPTIONS TO MASTER AGREEMENT BETWEEN COUNTY OF LOS ANGELES AND XEROX CORPORATION The following are exceptions by Xerox Corporation to the County of Los Angeles terms and conditions of the Master Agreement: 12.0 Limitation of County's Obligation Due a to Non -Appropriation of Funds: From Xerox General Terms page 3 Item 15A I. A. Funding. You state that it is your intent to make all payments required under this Agreement. In the event that through no action initiated by you, your legislative body does not appropriate funds for the continuation of this Agreement for any fiscal year after the first fiscal year and has no funds to do so from other sources, this Agreement may be terminated. To effect this termination, you shall, within 45 days after the beginning of the fiscal year for which your legislative body does not appropriate funds, send Xerox written notice stating that your legislative body failed to appropriate funds. Your notice must be accompanied by payment of all sums then owed Xerox (through the period for which funds were lawfully appropriated) under this Agreement and must certify that the canceled Equipment is not being replaced by equipment performing similar functions during the ensuing fiscal year. The preceding sentence (non -substitution language) shalt apply unless a court of competent jurisdiction within the State of California rules that it is unenforceable. In the event the Customer must return any Equipment pursuant to the terms of this paragraph. Xerox shall retain all sums paid under this Agreement by the Customer. In addition, you agree at your expense to return the equipment in good condition to a location designated by Xerox and that, when returned, the Equipment will be free of all liens and encumbrances. You will then be released from your obligations to make any further payments to Xerox (with Xerox retaining all sums paid to date). 25.0 Most Favored Public Entity: The Federal Government is Xerox "Most Favored Public Customer". The single unit purchase prices offered to the County shall be the same as those offered to the Federal Government at the time the County places its order. If Xerox reduces its single and multiple unit list prices during the term of this agreement, the reduction will be extended to the County. 29.2 Utilization Reports: Xerox is unable to submit a copy of the Purchase Order for orders processed by County Departments. A computer report will be provided. 39.0 Participating Municipalities: Xerox is submitting separate pricing and terms for purchases by other California governmental entities under this Agreement. The Pricing exhibits are noted Internal for the County of Los Angeles and External for other California governmental entities. COUNTY OF LOS ANGELES XEROX CORPORATION Name (Please Print) Signature Title 711 Cc- llc rL-74460 t��AMU Title Date Date la�'2S��i ATTESTATION OF WILLINGNESS TO CONSIDER GAIN PARTICIPANTS As a threshold requirement for consideration for contract award, bidders/proposers shall demonstrate a proven record of hiring GAIN participants or shall attest to a willingness to consider GAiN participants for any future employment openings if they meet the minimum qualifications for that opening. Additionally, bidders/proposers shall attest to a willingness to provide employed GAiN participants access to the bidder's/proposer's employee mentoring program, if available, to assist these individuals in obtaining permanent employment and/or promotional opportunities. Bidders/proposers who are unable to meet this requirement shall not be considered for contract award. Bidder/proposer shall complete all of the following information, sign at the indicated location, and return this Attachment with its bid: A. Bidder/proposer has a proven record of hiring GAIN participants. YES NO (Subject to verification by the County) B. Bidder/proposer is willing to consider GAIN participants for any future employment openings if the GAIN participant meets the minimum qualifications for the opening. "Consider" means that bidder/proposer is willing to interview qualified GAIN participants. YES NO If YES, state the name and phone number of the person whom the County may contact to refer GAIN participants C. Bidder/proposer is willing to provide employed GAIN participants access to its employee mentoring program, if available. YES NO N/A (program not available) BiDDER/PROPOSER By Print Name: Print Title: The Document Company Xerox Xerox Corporation 1851 Ea tFirst Street Suite 26i) Santa Arcata." CA 92705 714-565-[287 August 48.:1999 JanTakaza County «Los Angeles Chief Administrative Office 500 W.. Temple Street Room 7717. Los Au eles.. CA 90012 Dear Jai: Thank you for the opportunity to meet with you and discuss lease interest rates in regard to our contract with thte:i;County of Los Angeles. As we discussed and agreed. while we cannot reduce our 8% interest rate. Xerrox will guarantee a 3% Equipment price reduction on all leases with maintenance and supplies bundled. We further agree that we will offset any Xerox interest rate increases with equivalent equipment price reductions to remain competitive with other financing alternatives. Please mill me if you have any questions or wish to discuss further. Regards:_ Dan McLean Controller: Californi.(iovernment & Education Operations Xerox Cerporation MAR-21-21000 13:53 CERTIFICATE OF INSURANCE P.02/02 ,-his is to certify that the insurance policies (described below by a policy number) written on forms In use by the company have been issued. This certificate is not a policy or a binder of insurance and does not in any way after, amend or extend the coverage afforded by any policy referred to herein. Name and address of insured EROX CORPORATION AND ITS SUBSIDIARIES TAMFORD, CT 06904 Company affordin g Coverage: A. CONTINENTAL CASUALTY COMPANY B. ZURICH AMERICAN INSURANCE GROUP Kind of Coverage U Worker's Compensation Expiration Date 01/01/2001 0 General Liability Policy Number WC211359561 (x) WC211359589 (xi) 01/01/2001 products --- Comted O . erations © Included Exclude Automobile litability 01/01/2001 GLO 5838005-06 8251021 (xii) BAP 6838005-07 (v) TAP 6838007-07 (vi) MA 6838008-07 (vii) BAP 6638083-07 (viii) 1802023 (xii) Limits This policy affords full coverage under the Workers' Compensation laws of all states (except stales where coverage can be provided only by Slate Funds and Canada) and as designated in the policy and endorsements for Employer's Liability as follows: $1,000,000 BI by Accident, Each Accident $1,000,000 BI by Disease, Each Employee $1,onnf)nn BI by DisPesp PQ(jtiy_L'ttntt— $2,000,000 Combined Single Limit Bodily Injury & Property Damage, Each Occurrence $2,000,000 Personal and Advertising Injury, Each Occurrence $20,000,000 General Aggregate Limit (xiii) $2,000,000 Combined Single Limit, Bodily Injury & Property Damage, Each Accident Includes all owned, hired & non -owned t Special Provlslonsttions/Specified Autos (v) All States excepii`TX, MA and PR. (vi) TX (vii) MA (vlll) PR (x) AZ, KS, NV, OR,'VA, WI and all other states not listed under (xi}, excluding the following monopolistic states ND, WA, WV and the self -insured state of Ohio. (xl) AL, AK, AR, CAkcCO CT, DE, DC, FL, GA, Ht. ID, IL. IN, IA, KY, LA, ME, MD, MA, MI, MN, MO. MT. NE, NH, NJ, NM, NY. NC, OK, PA, RI, SC. SD, TN, TX, UT and WY. (xii) Canada (xiii) .Applies to All Coverages IF ANY POLICY ABOVE IS CANCELED DURING ITS TERM OR THE COVERAGE AFFORDED IS REDUCED, THE INSURER WILL MAIL NOTICE TO THE PARTY NAMBO BELOW THIRTY (30) DAYS BEFORE THE EFFECTIVE DATE OF SUCH CANCELLATION OR CHANGE. THE PARTY NAMED EELOW IS ADDITIONAL INSURED UNDER THE GENERAUAUTOMOBILE LIABILITY POLICY BUT ONLY TO THE EXTENT REQUIRED BY WRITTeN CONTRACT. AS RESPECT WORKERS' COMPENSATION, COVERAGE APPLIES IN THE UNITED STATES OF AMERICA, EXCLUDING THE STATE OF ND, WA, WV AND OH. Not withstanding any r Iterement, term or condition of any contract or other document with respect to which this cenificate may be Issued or may pertain to the insurance afforded by the policy (policies) described above is subject to ell of the terms, exclusions and conditions of such policy (policies) during the term(e) thereof. Issued to: County of Los Angeles Purchasing & Stores 1100 N. Eastern Ate. Los Angeles, CA 90063 Issued by: MARSH USA INC. FOUR STAMFORD PLAZA 107 ELM STREET STAMFORD, CT 06902 203-964-2500 Authorized Representative SZYNCO TrI TAI P GI? COUNTY OF LOS ANGELES INTERNAL SERVICES DEPARTMENT PURCHASING & CENTRAL SERVICES REQUEST FOR PROPOSAL (R.F.P.) TO PROVIDE: - PHOTOCOPY EQUIPMENT - FACSIMILE EQUIPMENT - MICROGRAPHICS EQUIPMENT - SUPPLIES - MAINTENANCE INSTRUCTIONS (Request for Proposal No. P364) 1.0 READ ALL INSTRUCTIONS, AND FOLLOW THEM CAREFULLY. 2.0 PURPOSE The Internal Services Department, Purchasing and Central Services Division hereby solicits proposals from MANUFACTURERS to establish Master Agreements with MANUFACTURERS for Purchase/Rental/Term Lease of Photocopy Equipment, Facsimile Equipment, Micrographics Equipment, Supplies and Maintenance, and training (on -site and off -site). Term of agreements shall be three (3) years with option to renew for additional two twelve (12) month periods. 3.0 "Manufacturer" is hereafter referred to as "Vendor" throughout this Request for Proposal. 4.0 Vendor to submit a complete, well organized, and easy to read Proposal with a Table of Contents. 5.0 The following documents are an integral part of the Request for Proposal: - Cover Letter dated April 14, 1998 - - Instructions - Terms and Conditions Labelled "MASTER AGREEMENT BETWEEN COUNTY OF LOS ANGELES AND FOR PHOTOCOPY EQUIPMENT/FACSIMILE EQUIPMENT/ MICROGRAPHICS EQUIPMENT/SUPPLIES AND MAINTENANCE" - (Form) Attestation of Willingness to Consider GAIN Participants - (Form) County of Los Angeles Office of Affirmative Action Compliance 6.0 County reserves the right to conduct a reasonable inquiry to determine the responsiveness of a vendor. The unreasonable failure of vendor to promptly supply information in connection with this inquiry, including, but not limited to informa- tion regarding past performance, financial stability and ability to perform on schedule, may, at County's sole discretion, be grounds for a determination of non - responsiveness. 7.0 The County shall not be responsible for any Proposal costs incurred in the prepara- tion of the Proposal. The County reserves the right to reject any or all Proposals, and to cancel this request for proposal prior to agreement award. 8.0 Failure of any vendor to prepare a responsive proposal, or to clarify any misunder- standing or ambiguity prior to submitting a proposal is entirely the responsibility of the vendor.There will be no exceptions. Instructions (cont'd) Page 2 It is imperative that all information and instructions contained in the Request for Quotation be carefully reviewed, understood, and followed prior to Proposal sub- mission. Any discrepancies or omissions will be assessed against the vendor and and may result in the vendor's disqualification. 9.0 County reserves the right to re -negotiate prices, terms and conditions with the selected vendors resulting from this Request for Proposal. 10.0 Prior to award, County reserves the right to request any clarification on any Request for Proposal response. 10.1 County reserves the right to waive, at its sole discretion, any formality in the Request for Proposal or evaluation in order to expedite the process, accommodate . minor error or respond to unforeseen circumstances, and to reject any or all bids and any items thereon. County may, at its sole discretion, cancel this solicitation at any time prior to award. 11.0 If an award is made to a vendor who has an existing agreement with ISD/PCS for the aforementioned commodities, the new Master Agreement shall cancel and supersede the existing agreement. 12.0 A Countywide Purchasing Program will be implemented in the near future. Eventually, it will include Electronic On -Line Ordering (includes pricing) and Electronic Cataloging System. For information purposes only, vendors to this Request for Proposal are expected to have the capabilities, willingness, and ability to work in this environment. Furthermore, vendors are strongly encouraged to supply the County with any information on their electronic on-line ordering and electronic cataloging system already in p Please provide this inform itioirs on a separate attachment to your response: 13.0 The two forms attached to the Request for Proposal labelled "ATTESTATION OF WILLINGNESS TO CONSIDER GAIN PARTICIPANTS" and "COUNTY OF LOS ANGELES OFFICE OF AFFIRMATIVE ACTION COMPLIANCE" shall be filled in and signed by the vendor and submitted with vendor's Proposal. 14.0 VENDOR'S TRANSMITTAL LETTER 14.1 Vendor shall submit a transmittal letter with the Proposal. 14.2 The County of Los Angeles continues to Market Test (Benchmark) pricing offered by vendors for agreements, etc. to ensure that the County is in receipt of the best pricing. Therefore, vendor is required to include in the transmittal letter informa- tion as to the pricing being offered to the County in comparison to the Federal Supply Schedule, and all outside agencies within the State of California Instructions (cont'd) Page 3 (including counties, cities, school districts) and the State of California. 15.0 CHILD SUPPORT COMPLIANCE PROGRAM County of Los Angeles recently adopted the Child Support Compliance Program. At this time, the terms and conditions have not been finalized; and therefore, cannot be included in the Request for Proposal. Prior to any award or subsequent to formulating of any agreement, vendor shall be informed of the terms and condi- tions to which vendor will be required to comply. 16.0 CHILD LABOR LAW The terms and conditions have not been finalized for compliance to the Child Labor Law. Prior to any award or subsequent to formulation of any agreement, vendor shall be informed of the terms and conditions to which vendor will be required to comply. 17.0 TERM LEASE (Lease -Purchase) At this time, County of Los Angeles has not finalized the terms and conditions for Term Lease (Lease -Purchase). Therefore, vendor to submit your terms and and conditions, etc. with the Proposal. During the evaluation period of the Proposals by ISD/PCS and upon receipt of the County's terms and conditions, ISD/PCS will forward the terms and conditions to the vendor for review and acceptance. If vendor takes exception to any of the County's terms and conditions, vendor must state the exception in writing and submit to ISD/PCS in a timely manner as directed by ISD/PCS. 18.0 The attached terms and conditions labelled "MASTER AGREEMENT BETWEEN COUNTY OF LOS ANGELES AND FOR PHOTOCOPY EQUIPMENT/FACSIMILE EQUIPMENT/MICROGRAPHICS EQUIPMENT/SUPPLIES AND MAINTENANCE" is an integral part of the Request for Proposal. Vendor shall review all the terms and conditions. Any exception by the vendor to these terms and conditions must be shown on a separate paee with the applicable item number. These terms and conditions shall apply to ALL commodity categories. NOTE: Vendor to submit the original pages (do not retype) with your Proposal, along with a separate page showing any exceptions. Vendor to fill in the following sections of the Master Agreement pages: (a) Page I (Title) - State vendor's name (b) Page 1 (Section 1.0) - State vendor's name (c) Page 11 (Section 26.1) - State vendor's name and address Instructions (coned) Page 4 19.0 PRICING AND SPECIFIC TERMS AND CONDITIONS 19.1 Vendor to include Engineering Copiers with the Proposal. 19.2 The following shall be included along with vendor's other items for each commodity category (Photocopy Equipment/Facsimile Equipment/Micrographics Equipment): (1) Effective dates (period) of pricing (2) All prices to be F.O.B. Destination (3) Non-taxable items (4) Trade-in formula (for trade-in of County owned equipment) (5) Warranty period (6) Specific terms and conditions for each commodity category (7) Payment terms (8) Type of agency approval for equipment (i.e. Underwriter Laboratories) (9) Inquiries (include contact person, title, division, telephone number, (800) telephone number) for the following: - Products Information — :c - Status of Orders - - Questions on Invoices — - Service Calls — - (10) Ordering Instructions (include name of vendor, division, address, telephone number, and facsimile number) (11) Payment Address (include name of vendor and address) (12) Training (13) Retailer's Permit # or Certificate of Registration # (vendor is required to furnish the serial number of your California retailer's permit to engage in business as a seller in California or your retailer's Certificate of Registration -Use Tax. Failure to furnish same will prevent the County of Los Angeles from paying Sales/Use Tax to your company. If you are uncertain as to whether you have such a number or have any questions, please contact the California State Board of Equalization). (14) Submit literature Instructions (coned) Page 5 19.3 The following are requirements for Photocopy Equipment in addition to those stated in Section 19.2: (1) (Separate page) State the brand/model and the Manufacturer's Recommended Monthly Volume Usage. (2) (Separate Page) State the brand/model and whether the model is a "low", "medium", or "high" volume copier. (3) (Separate Page) State the following for all models offered: - Brand/Model - Manufacturing Status (New, Newly Manufactured, Factory Produced New Model, Remanufactured) (4) (Separate Page) State the complete definition for each manufacturing status (New, Newly Manufactured, Factory Produced New Model, Remanufactured). (5) (Separate Page) State the precise manufacturing process for each manufacturing status (New, Newly Manufactured, Factory Produced New Model, Remanufactured) including the percentage of parts that are new, reprocessed, recovered, recycled,used which are utilized in the process. Also, include the steps for compliance with UL re- quirements and how it pertains to vendor's process. 20.0 PROPOSAL FORMAT GUIDELINES Vendor must submit one (1) original and one (1) copy of your entire response package. Proposal must be typed or printed on 81/2" x 11" paper, single spaced, single sided. All pages of the Proposal shall have the vendor's name typed in the upper left hand comer. All insertions and attachments shall also identify the vendor. The format of the Proposal in general shall include at least the following sections: SECTION CONTENTS: - Cover - Transmittal letter - County of Los Angeles' MASTER AGREEMENT TERMS AND CONDITIONS", and a separate page showing any exceptions. - Pricing and specific terms and conditions for each commodity category - Other attachments - Literature