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HomeMy WebLinkAbout2018 CON Sharp Electronics - Multifunction Copier Machine ServicesAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND SHARP ELECTRONICS CORPORATION THIS AGREEMENT is entered into on this 19th day of June, 2018, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and SHARP ELECTRONICS CORPORATION through its SHARP BUSINESS SYSTEMS division, a corporation (the "CONTRACTOR"). RECITALS WHEREAS, the CITY desires to employ a CONTRACTOR to provide 20 leased Sharp multifunctional copiers, staff training, delivery, installation, and maintenance of said copiers. WHEREAS, the CITY has determined that the CONTRACTOR is a multifunctional copier vendor and is qualified by experience and ability to perform the services desired by the CITY, and the CONTRACTOR is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. The CITY agrees to engage the CONTRACTOR to deliver, install, maintain Sharp MFPs, and the CONTRACTOR agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services shall be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on June 19, 2018. The duration of this Agreement is for the period of June 19, 2018 through June 19, 2023. Completion dates or time durations for specific portions of the project are set forth in Exhibit "A". This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. The Parties may exercise up to three one-year extensions. Any extension of this Agreement must be approved in writing by the City Manager. 3. SCOPE OF SERVICES. Deliver, install and provide maintenance and training for 20 leased multifunctional copiers provided in Exhibit "A" and Exhibit "B". The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONTRACTOR shall appear at meetings specified in Exhibit "A" to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement. Upon doing so, the CITY and the CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Ron Williams hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONTRACTOR shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONTRACTOR. Jason Wedge thereby is designated as the Project Director for the CONTRACTOR. 5. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A". The compensation for the CONTRACTOR'S work shall not exceed the rates set forth in Exhibit "A". Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. The CONTRACTOR shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available, with written notice, at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement. If unsatisfactory to the CITY, the CONTRACTOR will have thirty days to cure. If the City determines that CONTRACTOR failed to cure the problem within 10 days, the City may terminate the Agreement as described in Section 19. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONTRACTOR for this project, whether paper or electronic, shall become the property of the CITY for use with respect to this project, and shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONTRACTOR hereby assigns to the CITY, and CONTRACTOR thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONTRACTOR shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. Standard Agreement Page 2 of 11 Revised July 2017 Sharp Business Systems City of National City and The CONTRACTOR agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONTRACTOR'S written work product for the CITY'S purposes, and the CONTRACTOR expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. jNDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint ventures with one another. Neither the CONTRACTOR nor the CONTRACTOR'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONTRACTOR and the CONTRACTOR'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONTRACTOR and its employees. Neither this Agreement nor any interest herein may be assigned by the CONTRACTOR without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as many employees, or SUBCONTRACTORS, as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONTRACTOR with its SUBCONTRACTOR(S) shall require the SUBCONTRACTOR(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONTRACTOR or any of the CONTRACTOR'S employees, except as herein set forth, and the CONTRACTOR or the CONTRACTOR'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONTRACTOR its agents, servants, and employees are as to the CITY wholly independent CONTRACTOR, and that the CONTRACTOR'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONTRACTOR and each of its SUBCONTRACTOR(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES. PERMITS. ETC. The CONTRACTOR represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONTRACTOR represents and covenants that the Standard Agreement Page 3 of 11 Revised July 2017 Sharp Business Systems City of National City and CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONTRACTOR to practice its profession. 12. STANDARD OF CARE. A. The CONTRACTOR, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONTRACTOR'S trade or profession currently practicing under similar conditions and in similar locations. The CONTRACTOR shall take all special precautions necessary to protect the CONTRACTOR'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONTRACTOR warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONTRACTOR'S professional performance or the furnishing of materials or services relating thereto. C. The CONTRACTOR is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONTRACTOR has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONTRACTOR has notified the CITY otherwise, the CONTRACTOR warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONTRACTOR to use due diligence under this sub -section will render the CONTRACTOR liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. rION-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONTRACTOR will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: 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. The CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. TheCONTRACTOR shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONTRACTOR shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not Standard Agreement Page 4 of 11 City of National City and Revised July 2017 Sharp Business Systems apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONTRACTOR shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONTRACTOR shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONTRACTOR shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONTRACTOR'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers, employees or volunteers. CITY will cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONTRACTOR shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any negligent work to be performed by the CONTRACTOR under this Agreement. 17. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONTRACTOR(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following insurance policies: A. ❑ If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 Standard Agreement Page 5 of 11 City of National City and Revised July 2017 Sharp Business Systems combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONTRACTOR has no employees subject to the California Workers' Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said Declaration shall be provided to CONTRACTOR by CITY. D. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. E. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. F. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 G. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by Standard Agreement Page 6 of 11 Revised July 2017 Sharp Business Systems City of National City and the CITY'S Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. j,EGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. TERMINATION. A. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement_after a ten day opportunity for CONTRACTOR to cure misrepresentation by the CONTRACTOR in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. B. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONTRACTOR as provided for herein. C. In the event of termination, all finished or unfinished MemorandaReports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONTRACTOR'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. Standard Agreement Page 7 of 11 Revised July 2017 Sharp Business Systems City of National City and D. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONTRACTOR. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Ron Williams IT Manager CMO City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONTRACTOR: Office of the General Counsel Sharp Electronics Corporation 100 Paragon Drive Montvale, NJ 07645 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not perform services of any kind for any person or entity whose interests conflict in any way with those ofthe City of National City. The CONTRACTOR also agrees not to specify any product, treatment, process or material for the project in which the CONTRACTOR has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONTRACTOR shall Standard Agreement Page 8 of 11 City of National City and Revised July 2017 Sharp Business Systems at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONTRACTOR has a financial interest as defined in Government Code Section 87103. The CONTRACTOR represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONTRACTOR shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONTRACTOR shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONTRACTOR shall obtain from the City Clerk. The CONTRACTOR shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Section 21 by the CONTRACTOR. 22. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. CONTRACTOR is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday,, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. Standard Agreement Page 9 of 11 City of National City and Revised July 2017 Sharp Business Systems H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. J. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. K. Subcontractor or Subcontractors. The CITY is engaging the services of the CONTRACTOR identified in this Agreement. The CONTRACTOR shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. Standard Agreement Page 10 of 11 Revised July 2017 Sharp Business Systems City of National City and CITY OF NATIONAL CITY By: Ron Morrison, Mayor APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney Roberto M. Contreras Deputy City Attorney SHARP ELECTRONICS CORPORATION through its SHARP BUSINESS SYSTEMS (Corporation — signatures of two corporate officers required) (Partnership or Sole proprietorshjp — one signature) By (Name TerCOU‘ : 16 Wan i444✓ (Print) Cti e.'Y s a h (Title) By (Name) Standard Agreement Page 11 of 11 Revised July 2017 Sharp Business Systems f (Print) 65exeAA 43A aft.... (Ti City of National City and EXHIBIT A Pricing Options- Updated on 5.24.18 60 Month FMV Lease 60 month FMV Lease Payment $2,679.99 MFP Cost Per Page .0049 Black & .049 Color Images HP Cost Per Page .01 Black Delivery, Setup, Networking & Training Included Supplies, Parts, Labor & Service Included 60 Month MUNI $1 Out Lease 60 month MUNI $1 out Lease Payment $2,553.71 MFP Cost Per Page .0049 Black & .049 Color Images HP Cost Per Page .01 Black Delivery, Setup, Networking & Training Included Supplies, Parts, Labor & Service Included One Time Purchase Option One Time Purchase Price for Equipment $135,353.18 MFP Cost Per Page .0049 Black & .049 Color Images HP Cost Per Page .01 Black Delivery, Setup, Networking & Training Included Supplies, Parts, Labor & Service Included • All three quotes include three coin -op units for the library machines. We were not sure if you need one or three, so we included three. We can adjust this quote if the number needed is Tess than three. EXHIBIT A Exhibit A - Sharp Replacement Models General Information 8 MM Model Accessories 1 Konica ••BIZHUB 363 2 3 FS-529 Inner Staple Finisher PC-208 Paper Feed Cabinet (500X2) FK-508 Fax Kit MK-726 Fax Mount Kit Konica ••BIZHUB 552 PRINTER/COPIER Konica 4 Konica tion 1 2100 HOOVER AVE Location 2 Monthly Average B&W Prints Monthly Avenge Color Prints Sharp Replacement Model Public Works 1,686 Sharp MX-M3050 LU-301 Large Capacity Unit FS-527 Finisher PK-517 2/3-Hole Punch Kit for FS-527 SA-502 Scan Accelerator Kit FS-533 Inner Stapler Finisher ••BIZHUB C224 PRINTER/COPIER, DF-624 Reverse Auto Doc Feeder FK-511 Fax Kit ••BIZHUB C224 PRINTER/COPIER DF-624 Reverse Auto Doc Feeder FK-511 Fax Kit ................... FK-502 Fax Kit FS-527 Finisher DF-617 Reverse Auto Doc Feeder MK-720 Fax Connection (PCI) FK-502 Fax Kit FS-527 Finisher DF-617 Reverse Auto Doc Feeder MK-720 Fax Connection (PCI) FK-502 Fax Kit ••BIZHUB C360 PRINTER/COPIER DF-617 Reverse Auto Doc Feeder FS-529 Inner Staple Finisher MK-720 Fax Connection (PCI) FK-502 Fax Kit LU-301 Large Capacity Unit FS-527 Finisher MK-720 Fax Connection (PCI) PK-517 2/3-Hole Punch Kit SA-502 Scan Acceleration Kit FK-502 Fax Kit LU-301 Large Capacity Unit FS-527 Finisher MK-720 Fax Connection (PCI) PK-517 2/3-Hole Punch Kit SA-502 Scan Acceleration Kit FK-502 Fax Kit LU-301 Large Capacity Unit FS-527 Finisher MK-720 Fax Connection (PCI) PK-517 2/3-Hole Punch Kit SA-502 Scan Acceleration Kit LU-301 Large Capacity Unit ••BIZHUB C654 PRINTER/COPIER FS-535 100 Sheet Stapling Finisher PK-521 2/3-Hole Punch Kit 5 Konica ••BIZHUB C360 PRINTER/COPIER 6 Konica ••BIZHUB C360 PRINTER/COPIER 7 Konica 8 Konica ••BIZHUB C452 9 Konica 10 Konica ••bizhub C552 Printer/Copier ••bizhub C552 Printer/Copier 11 Konica 1200 NATIONAL CITY BLVD 1243 NATIONAL CITY BLVD 12 Konica ••BIZHUB C654 PRINTER/COPIER PD Investigation Office7,600 Council CH 2 Sharp MX-M5050 1,029 Sharp NiMX-2630N 1200 NATIONAL CITY BLVD Property Evidence 1,237 2333 EUCLID AVE Fire # 34 384 Ext keyboard (Cherry 684-4100LCAUS-2) LU-301 Large Capacity Unit FS-535 100-Sheet Stapling Finisher SD-512 Saddle Stitcher PK-521 2/3-Hole Punch Kit FK-511 Fax Kit KH-102 Keyboard Holder 343 E 16TH ST Fire # 31 2,127 140E 12TH ST HR 3,779 1243 NATIONAL CITY BLVD City Mgr Attorney 1243 NATIONAL CITY BLVD FINANCE 1200 NATIONAL CITY BLVD PD Report Writing 1200 NATIONAL CITY BLVD PD 2 Admin 1200 NATIONAL CITY BLVD RECORDS 7,353 10,326 701 238 9,197 2,612 2,743 3,945 1,749 10,504 2,861 arp X-2630N arp MX-3050V Sharp MX-3050V Sharp MX-3050V Sharp MX- 4050V Sharp MX- 5050V Sharp MX-5050V Sharp MX-6070V Sharp MX-6580N EXHIBIT A 13 Exhibit A - Sharp Replacement Models Mnf Model Serial 8 Konica *•BIZHUB C754 PRINTER/COPIER 4 Konica 15 Konica HP HP HP HP 0HP 21 HP 22 HP 3 HP ••BIZHUB C754 PRINTER/COPIER BIZHUB 223 LASERJET 2430 LASERJET 4050 LASERJET 4100 LASERJET 4100 LASERJET 4100 LASERJET P2055D LASERJET P4015 LASERJET P4015 4 Konica ••BIZHUBC224 PRINTER/COPIER Konica **BIZHUB C224 PRINTER/COPIER 6 Konica ••BIZHUB C360 PRINTER/COPIER 7 Konica **BIZHUB C360 PRINTER/COPIER *•BIZHUB C360 Konica PRINTER/COPIER A2X0011000635 A2X0011000842 .A1UG011019264 GNGKC04535 USCC094668 USJNH17059 USJNH17307 USLND14145 VNB3To1721 CNDY853913 CNDY854123 Accessories Ext keyboard (Cherry 684- 4100LCAUS-2) LU-301 Large Capacity Unit FS-535 100-Sheet Stapling Finisher SD-512 Saddle Stitcher PK-521 2/3-Hole Punch Kit FK-511 Fax Kit KH-102 Keyboard Holder ZU-606 Z-FoldUnit FS-535 100-Sheet Stapling Finisher SD-512 Saddle Stitcher PK-521 2/3-Hole Punch Kit ',.ADD — 3r500 LCC ,ADD Inner Staple Finisher DF-621 Document Feeder FK-508 Fax Kit MK-726 Fax Mount Kit A4FM011000573 DF-624 Reverse Auto Doc Feeder A4FM011000615 DF-624 Reverse Auto Doc Feeder A0ED011028493 A0ED011028496 A0ED011028497 PRTON RMT SUBSCRT MAINTP Printeron LIC per Additional MFP Hosted Printeron LIC MFP Encoding of Magnetic Stripe ITC Remote Software Instalation KMBS Installation for ITC System 1580U Cash Card Loader 1535 Mag Card Series Adv Mini Till 1500 Mag Stripe RDR ADV: RS-232: USB: TTL ITC4035 Programming Keypad ITC Maint Contract Print Manager - Client Release Station Generic Mag card with ITC Logo ITC 5420U-102-F CN/BLL/CRD Fusion:Full ITC 1500/54X0 Cable MK-720 Fax Connection (PCI) FS- 529 Inner Staple Finisher DF-617 Reversing Auto Doc Feeder FK-502 Fax Kit .FK4024ax-Kit DF-617 Reverse Auto Doc Feeder FS-529 Inner Staple Finisher MK-720 Fax Connection (PCI) DF-617 Reverse Auto Doc Feeder F5-529 Inner Staple Finisher MK-720 Fax Connection (PCI) Monthly Monthly Sharp Location 1 Location 2 Average Average Replacamant B&W Color Model Prints Prints 140 E 12TH ST 1243 NATIONAL CITY BLVD STE B 15,658 6,076 Sharp MX-7580N 19,797 12,504 Sharp MX-7580N 1200 NATIONAL CITY BLVD PD Traffic 641 1200 NATIONAL CITY BLVD PD Investigations 1401 NATIONAL CITY BLVD 1200 NATIONAL CITY BLVD PD Investigations 1200 NATIONAL CITY BLVD PD Investigations 1200 NATIONAL CITY BLVD PD Investigations 1200 NATIONAL CITY BLVD PD Investigations 1200 NATIONAL CITY BLVD PD Investigations 1200 NATIONAL CITY BLVD PD Investigations 1401 NATIONAL CITY BLVD Library Copy Rm 9 789 Sharp MX-266N 3 2,368 5,446 - 1401 NATIONAL CITY BLVD Library Childrens Public 1401 NATIONAL CITY BLVD Library Comp Lab 1401 NATIONAL CITY BLVD Library Literacy Wings 1401 NATIONAL CITY BLVD Library Admin Sharp MX-2630 & ACDI EX- 2000 Coin Op System Sharp MX-2630 & ACDI EX- 2000 Coin Op System Sharp MX-3550V & ACDI EX-2000 Coin Op System Sharp MX-3550V Sharp MX-3550V EXHIBIT B DOCUMENTATION INSTRUCTIONS FOR LEASE NUMBER PUB 17717 The instructions listed below should be followed when completing the enclosed documentation. Documentation completed improperly will delay funding. If you have any questions regarding the instructions or the documentation, please call us. I. STATE AND GOVERNMENT LEASE -PURCHASE AGREEMENT 1. Bank Qualification Section • Read and check box if appropriate 2. Lessee Signature • Print name, title, sign and date (must be authorized officer) II. ATTACHMENT 1 — LEASE PAYMENT SCHEDULE • Print name, title, sign and date III. ATTACHMENT 2 — EQUIPMENT DESCRIPTION — (WHEN PROVIDED) • Print name, title, sign and date IV. STATE SPECIFIC ADDENDA Required for. AR, AZ, CO, FL, GA, KS, LA, MI, MN, MS, NC, NJ, NY, OH, OK, & TX • Print name, title, sign, date and attest when required V. ACCEPTANCE CERTIFICATE — PLEASE RETAIN UNTIL ALL EQUIPMENT HAS BEEN RECEIVED AND IS IN FULL WORKING ORDER • Print name, title, sign and date VI. 8038 OR GC — IRS FORM The enclosed form is a SAMPLE only. The actual 8038G or GC will be completed and sent to you for your signature after closing, with instructions to return the original to us at your earliest convenience. This is being done in accordance with the Internal Revenue Service regulations and is a requirement of this financing. VII. ADDITIONAL DOCUMENTATION THAT MUST BE SENT PRIOR TO FUNDING — (WHEN APPLICABLE) : J Insurance Certificate for Property— List De Lege Landen Public Finance LLC and/or Its Assigns as "loss payee" to the address listed below. The certificate must also show the physical address where the equipment is located or the phrase "throughout juris- diction" may be used. Must also list amount being financed. Insurance Certificate for Liability — List De Lage Landen Public Finance LLC and/or Its Assigns as "additional insured." Vendor invoice listing customer as both bill to and ship to party (to be provided by vendor) v1 Completed Billing Information form • Advance payment check made payable to De Lage Landen Public Finance LLC •_I State sales tax exemption certificate ❑ Escrow Agreement — Return signed Escrow Agreement Incumbency Certificate & Lessee W9 ALL DOCUMENTATION SHOULD BE RETURNED VIA FAX OR EMAIL AS FOLLOWS: Attention: .Jimmy King Email: jkingOleasedirect.com Lease Processing Center 1111 Old Eagle School Road Wayne, PA 19087 Aft 08PFD00073v7 ';615 wi Right- R',erved. Painted iq the U.: A 08PFDOGd):,v7 12/'f SBS, a program of De Lage Landen Public Finance LLC State and Local Government Lease -Purchase Agreement 1111 Old Eagle School Rd PHONE: (800) 736-0220 Wayne PA 19087 FACSIMILE: (800) 700-4643 Full Legal Name CITY OF NATIONAL CITY DBA Name (if any) Billing Address Phone Number 6193364240 Purchase Order Requisition Number State Zip 1243 NATIONAL CITY BLVD NATIONAL CITY CA 91950 Equipment Make Model No. Send Invoice to Attention o1: Serial Number Description (Attach Separate Schedule If Necessary) See Attachment 2 for equipment description Equipment Location if not same as above) City State Zip Number of Lease Payments 60 Full Lease Term (In Months) Lease Payments: See Lease Payment Schedule Attached as Attachment 1 60 Payment Frequency Monthly ❑ Quarterly ❑ Semiannually ❑ Annually ❑ Other End of Lease Option: $1 By checking the box below, YOU hereby designate this Lease as a "qualified tax-exempt obligation' as defined in Section 265(b)(3)(B) of the Internal Revenue Code and represent that the aggregate face amount o1 all tax-exempt obligations (excluding private activity bonds other than qualified 501 (c)(3) bonds) issued or to be issued by YOU and YOUR subordinate entities during the calendar year in which WE fund this Lease is not reasonably expected to exceed $10,000,000. ❑ Bank Qualification Elected TERMS AND CONDITIONS Please read YOUR copy of this State and Local Government Lease -Purchase Agreement ("Lease") carefully and feel free to ask US any questions YOU may have about it. Words "YOU" and "YOUR" refer to the "Lessee" and the words "WE," US" and "OUR" refer to De Lage Landen Public Finance LLC its successors and assigns, as the "Lessor" of the Equipment. 1. LEASE. WE agree to lease to YOU and YOU agree to lease from US, the equipment listed above (and on any attached schedule) including all replacement parts, repairs, additions and accessories ("Equipment") on the terms and conditions of this Lease and on any attached schedule. 2. TERM. This Lease is effective on the date when the term of this Lease and YOUR obligation to pay rent commence, which date shall be the date that funds are advanced by US to YOU, the vendor of the Equipment or an escrow agent for the purpose of paying or reimbursing all or a portion of the cost of the Equipment (the "Commencement Date") and continues thereafter for an original term ("Original Term") ending at the end of YOUR budget year in effect on the Commencement Date and may be continued by YOU for additional one-year renewal terms ("Renewal Terms") coinciding with YOUR budget year up to the total number of months indicated above as the Full Lease Term; provided, however, that at the end of the Original Term and at the end of each Renewal Term until the Full Lease Term has been completed, YOU shall be deemed to have continued this Lease for the next Renewal Term unless YOU shall have terminated this Lease pursuant to Section 5 or Section 17. Lease Payments will be due as set forth on Attachment 1 until the balance of the Lease Payments and any additional Lease Payments or expenses chargeable to YOU under this Lease are paid in full. As set forth in the Lease Payment Schedule, a portion of each Lease Payment is paid as, and represents payment of, interest. YOUR obligation to pay the Lease Payments and YOUR other Lease obligations are absolute and unconditional and are not subject to cancellation, reduction, setoff or counterclaim except as provided in Section 5. THIS LEASE IS NON -CANCELABLE EXCEPT AS PROVIDED IN SECTION 5. 3. LATE CHARGES. If a Lease Payment Is not made on the date when due, YOU will pay US a late charge at the rate of 18% per annum or the maximum amount permitted by law, whichever is less, from such date. 4. CONTINUATION OF LEASE TERM. YOU currently intend, subject to Section 5, to continue this Lease through the Full Lease Term and to pay the Lease Payments hereunder. YOU reasonably believe that legally available funds in an amount sufficient to make all Lease Payments during the Full Lease Terrn can be obtained. YOUR responsible financial officer shall do all things lawfully within his or her power to obtain and maintain funds from which the Lease Payments may be made, including making provision for the Lease Payments to the extent necessary in each proposed annual budget submitted for approval in accor- dance with YOUR applicable procedures and to exhaust all available reviews and appeals if that portion of the budget is not approved. Notwithstanding the foregoing, the decision whether to budget or appropriate funds and to extend this Lease for any Renewal Term is solely within the discretion of YOUR governing body. 5. NONAPPROPRIATION. YOU are obligated only to pay such Lease Payments under this Lease as may lawfully be made from funds budgeted and appropriated for that purpose during YOUR then current budget year. If YOU fail to appropriate or otherwise make available funds to pay the Lease Payments required to be paid in the next occurring Renewal Term, this Lease shall be deemed terminated at the end of the then current Original Terrn or Renewal Term. YOU agree to deliver written notice to US of such termination at least 90 days prior to the end of the then current Original Term or Renewal Term, but failure to give such notice shall not extend the term of this Lease beyond the then current Original Terrn or Renewal Term. If this Lease is terminated in accordance with this Section, YOU agree, at YOUR cost and expense, to peaceably deliver the Equipment to US at the location or locations specified by US. 6. WARRANTIES. WE are leasing the Equipment to YOU "AS -IS" and WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PAR- TICULAR PURPOSE. WE transfer to YOU, without recourse, for the term of this Lease all warranties, if any, made by the manufacturer. YOU ALSO ACKNOWLEDGE THAT NO ONE IS AUTHORIZED TO WAIVE OR CHANGE ANY TERM, PROVISION OR CONDITION OF THIS LEASE AND, EXCEPT FOR THE MANUFACTURER WARRANTIES, MAKE ANY REPRESENTATION OR WARRANTY ABOUT THIS LEASE OR THE EQUIP- MENT. WE SHALL NOT BE LIABLE FOR SPECIAL, RESULTING OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF ' ' NTY OR REPRESENTATION OR RESULTING FROM THE USE OR PERFORMANCE OF THE EQUIPMENT. YOUR OBLIGATION TO PAY IN FULL ANY AMOUNT DUE UNDER THE LEASE WILL NOT BE AFFE D B ANY DISPUTE, CLAIM, COUNTERCLAIM, DEFENSE OR OTHER RIGHT WHICH YOU MAY HAVE OR ASSERT AGAINST THE SUPPLIER OR THE EQUIPMENT MANUFACTURER. 7. DELIVERY AND ACCEPTANCE. YOU ARE RESPONSIBLE, AT YOUR OWN COST, TO ARRANGE FOR THE DELIVERY AND INSTALLATION OF E EOU ' MENT (kjPLESS THOSE COSTS ARE INCLUDED IN THE COSTS OF THE EQUIPMENT TO US). IF REQUESTED, YOU WILL SIGN A SEPARATE EQUIPMENT DELIVERY AND ACCEPTANCE CERTIFICATE. WE AT OUDISCRETIO CONFIRM BY TELEPHONE THAT YOU HAVE ACCEPTED THE EQUIPMENT AND THAT TELEPHONE VERIFICATION OF YOUR ACCEPTANCE OF THE EQUIPMENT SHALL HAVE THE SAME E ' AS A N ' DELIVE AND ACCEPTANCE CERTIFICATE. (Terms and Conditions continued on the reverse side of this Lea YOU agree to all of the Terms and Conditions contained in both sides of this Lease, and in any attachments to same (all of which are included by reference) and become part of this Lease. YOU acknowledge to have read and agreed to all the Terms and Conditions. w CC ~ The Equip ' nt is: 1 NEW ❑ USED Z Signatur co l 6_( Q_ j q ti Title W ► G�V 7 Li,r N Print Name - J R /�'(c ✓' r r $ o l" - Legal Name of Corpoio�� CITY OF NATIONAL CITY (LEASE MUST BE SIGNED BY AUTHORIZED OFFICIAL OF LESSEE) Lessor Signal Print Name Title For De Lage Landen Public Finance LLC Lease Number PUB 17717 Date Lease Date June 19 2018 Vendor I.D. Number K8516 Page 1012 EXHIBIT B 8. TITLE, PERSONAL PROPERTY, LOCATION, INSPECTION, NO MODIFICATIONS OR ALTER- ATIONS. YOU have title to the Equipment; provided that title to the Equipment will immediately and without any action by YOU vest in US, and YOU shall immediately surrender possession of the Equipment to US, (a) upon any termination of this Lease other than termination pursuant to Section 17 or (b) if YOU are in default of this Lease. It is the intent of the parties hereto that any transfer of title to US pursuant to this Section shall occur automatically without the necessity of any bill of sale, certificate of title or other instrument of conveyance. YOU shall, nevertheless, execute and deliver any such instruments as WE may request to evidence such transfer. As security for YOUR obliga- tions hereunder, WE retain a security interest in the Equipment and all proceeds thereof. YOU have the right to use the Equipment during the term of this Lease, except as otherwise expressly set forth in this Lease. Although the Equipment may become attached to real estate, it remains personal property. YOU agree not to alter or modify the Equipment or permit a lien to be placed upon the Equipment or to remove the Equipment without OUR prior written consent. If WE feel it is neces- sary, YOU agree to provide US with waivers of interest or liens from anyone claiming any interest in the real estate on which any items of Equipment is located. WE also have the right, at reason- able times, to inspect the Equipment. 9. MAINTENANCE. YOU are required, at YOUR own cost and expense, to keep the Equipment in good repair, condition and working order, except for ordinary wear and tear, and YOU wit supply all parts and servicing required. All replacement parts used or installed and repairs made to the Equipment will become OUR property. YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR PROVIDING ANY REQUIRED MAINTENANCE AND/OR SERVICE FOR THE EQUIPMENT. YOU WILL MAKE ALL CLAIMS FOR SERV- ICE AND/OR MAINTENANCE SOLELY TO THE SUPPLIER AND/OR MANUFACTURER AND SUCH CLAIMS WILL NOT AFFECT YOUR OBLIGATION TO MAKE ALL REQUIRED LEASE PAYMENTS. 10. ASSIGNMENT. YOU AGREE NOT TO TRANSFER, SELL, SUBLEASE, ASSIGN, PLEDGE OR ENCUMBER EITHER THE EQUIPMENT OR ANY RIGHTS UNDER THIS LEASE WITHOUT OUR PRIOR WRITTEN CONSENT. YOU agree that WE may sell, assign or transfer this Lease and, if WE do, the new owner will have the same rights and benefits that WE now have and will not have to perform any of OUR obligations and the rights of the new owner will not be subject to any claims, counterclaims, defenses or set -offs that YOU may have against US. YOU hereby appoint Municipal Registrar Services (the "Registrar") as YOUR agent forthe purpose of maintaining a written record of each assignment in form necessary to comply with Section 149(a) of the Internal Revenue Code of 1986, as amended. No such assignment shall be binding on YOU until the Registrar has received written notice from the assignor of the name and address of the assignee. 11. LOSS OR DAMAGE. YOU are responsible for the risk of loss or destruction of, or damage to the Equipment. No such loss or damage relieves YOU from any obligation under this Lease. if any of the Equipment is damaged by fire or other casualty or title to, or the temporary use of, any of the Equipment is taken under the exercise of the power of eminent domain, the net proceeds ("Net Proceeds") of any insurance claim or condemnation award will be applied to the prompt replacement, repair, restoration, modification or improvement of that Equipment, unless YOU have exercised YOUR option to purchase the Equipment pursuant to Section 17. Any balance of the Net Proceeds remain- ing after such work has been completed shall be paid to YOU. 12. INDEMNITY. WE are not responsible for any losses or injuries caused by the manufacture, acquisition, delivery, installation, ownership, use, lease, possession, maintenance, operation or rejec- tion of the Equipment or defects in the Equipment. To the extent permitted by law, YOU agree to reim- burse US for and to defend US against any claim for losses or injuries relating to the Equipment. This indemnity will continue even after the temlination of this Lease. 13. TAXES. YOU agree to pay all applicable license and registration fees, sale and use taxes, per- sonal property taxes and all other taxes and charges, relating to the ownership, leasing, rental, sale, purchase, possession or use of the Equipment (except those based on OUR net income). YOU agree that '1 WE pay any taxes or charges, YOU will reimburse US for all such payments and will pay US interest and a late charge (as calculated in Section 3) on such payments with the next Lease Payment, plus a fee for OUR collecting and administering any taxes, assessments or fees and remitting them to the appropriate authorities. 14. INSURANCE. During the term of this Lease, YOU will keep the Equipment insured against all risks of loss or damage in an amount not less than the replacement cost of the Equipment, without deductible and without co-insurance. YOU will also obtain and maintain for the term of this Lease, comprehensive public liability insurance covering both personal injury and property damage of at least $100,000 per person and $300,000 per occurrence or bodily injury and $50,000 for property damage. WE will be the sole named loss payee on the property insurance and named as an addition- al insured on the public liability insurance. YOU will pay all premiums for such insurance and must deliver proof of insurance coverage satisfactory to US. If YOU do not provide such insurance, YOU agree that WE have the right, but not the obligation, to obtain such insurance and add an insurance fee to the amount due from you, on which we make a profit. 15. DEFAULT. Subject to Section 5, YOU are in default of this Lease if any of the following occurs: (a) YOU fail to pay any Lease Payment or other sum when due; (b) YOU breach any warran- ty or other obligation under this Lease, or any other agreement with US, (c) YOU become insolvent or unable to pay YOUR debts when due, YOU make an assignment forthe benefit of creditors or YOU undergo a substantial deterioration in YOUR financial condition, or (d) YOU file or have filed against YOU a petition for liquidation, reorganization, adjustment of debt or similar relief under the Federal Bankruptcy Code or any other present or future federal or state bankruptcy or insolvency law, or a trustee, receiver or liquidator is appointed for YOU or a substantial part of YOUR assets. 16. REMEDIES. WE have the following remedies if YOU are in default of this Lease: WE may declare the entire balance of the unpaid Lease Payments forthe then current Original Term or Renewal Term immediately due and payable; sue for and receive all Lease Payments and any other payments then accrued or accelerated under this Lease; charge YOU interest on all monies due US at the rate of eighteen percent (18%) per year from the date of default until paid, but in no event more than the maximum rate permitted by law; charge YOU a retum-check or non -sufficient funds charge ("NSF Charge") of $25.00 for a check that is returned for any reason; and require that YOU retum the Equipment to US and, if YOU fail to retum the Equipment, enter upon the premises peaceably with or without legal process where the Equipment is located and repossess the Equipment. Such retum or repossession of the Equipment will not constitute a termination of this Lease unless WE expressly notify YOU in writing. If the Equipment is retumed or repossessed by US and unless WE have termi- nated this Lease, WE will sell or re -rent the Equipment to any persons with any terms WE determine, at one or more public or private sales, with or without notice to YOU, and apply the net proceeds after deducting the costs and expenses of such sale or re -rent, to YOUR obligations with YOU remaining liable for any deficiency and with any excess over the amounts described in this Section plus the then applicable Purchase Price to be paid to YOU. YOU are also required to pay (i) all expenses incurred by US in connection with the enforcement of any remedies, including all expenses of repossessing, storing, shipping, repairing and selling the Equipment, and (ii) reasonable attorneys' fees. 17. PURCHASE OPTION. Provided YOU are not in default, YOU shall have the option to purchase all but not less than all of the Equipment (a) on the date the last Lease Payment is due (assuming this Lease is renewed at the end of the Original Term and each Renewal Term), if this Lease is still in effect on that day, upon payment in full of Lease Payments and all other amounts then due and the payment of One Dollar to US; (b) on the last day of the Original Term or any Renewal Term then in effect, upon at least 60 days' prior written notice to US and payment in full to US of the Lease Payments and all other amounts then due plus the then applicable Purchase Price set forth on the Lease Payment Schedule; or (c) if substantial damage to or destruction or condemnation of substantially all of the Equipment has occurred, on the day specified in YOUR written notice to US of YOUR exercise of the purchase option upon at least 60 days' prior notice to US and payment in full to US of the Lease Payments and all other amounts then due plus the then applicable Purchase Price set forth on the Lease Payment Schedule. 18. REPRESENTATIONS AND WARRANTIES. YOU warrant and represent as follows: (a) YOU are 2public body corporate and politic duty organized and existing under the constitution and laws of YOUR State with full power and authority to enter into this Lease and the transactions contemplated hereby and to perform all of YOUR obligations hereunder; (b) YOU have duly authorized the execu- tion and delivery of this Lease by proper action by YOUR governing body at a meeting duly called, regularly convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Lease; (c) YOU have complied with such pub- lic bidding requirements as may be applicable to this Lease and the acquisition by YOU of the Equipment; (d) all authorizations, consents and approvals of govemmental bodies or agencies required in connection with the execution and delivery by YOU of this Lease or in connection with the carrying out by YOU of YOUR obligations hereunder have been obtained; (e) this Lease constitutes the legal, valid and binding obligation of YOU enforceable in accordance with its terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally; (f) YOU have, in accordance with the requirements of law, fully budgeted and appro- priated sufficient funds for the current budget year to make the Lease Payments scheduled to come due during the current budget year and to meet YOUR other obligations under this Lease for the cur- rent budget year, and those funds have not been expended for other purposes; (g) the Equipment is essential to YOUR functions or to the services YOU provide to YOUR citizens, YOU have an immedi- ate need for the Equipment and expect to make immediate use of the Equipment, YOUR need for the Equipment is not temporary and YOU do not expect the need for any item of the Equipment to dimin- ish in the foreseeable future, including the Full Lease Term, and the Equipment will be used by YOU only for the purpose of performing one or more of YOUR govemmental or proprietary functions con- sistent with the permissible scope of YOUR authority and will not be used in the trade or business of any other entity or person; and (h) YOU have never failed to appropriate or otherwise make available funds sufficient to pay rental or other payments coming due under any lease purchase, installment sale or other similar agreement. 19. UCC FILINGS AND FINANCIAL STATEMENTS. YOU authorize US to file a financing state- ment with respect to the Equipment. If WE feel it is necessary, YOU agree to submit financial state- ments (audited if available) on a quarterly basis. 20. UCC - ARTICLE 2A PROVISIONS. YOU agree that this Lease is a Finance Lease as that term is defined in Article 2A of the Uniform Commercial Code ("UCC"). YOU acknowledge that WE have given YOU the name of the Supplier of the Equipment. WE hereby notify YOU that YOU may have rights under the contract with the Supplier and YOU may contact the Supplier for a description of any rights or warranties that YOU may have under this supply contract. YOU also waive any and all rights and remedies granted YOU under Sections 2A-508 through 2A-522 of the UCC. 21. TAX EXEMPTION. YOU will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), including without limitation Sections 103,141,148 and 149 thereof, and the applicable regulations Thereunder to maintain the exclusion of the interest portion of the Lease Payments from gross income for purposes of federal income taxation. YOU acknowledge that these provisions of the Code provide restrictions on the use of the Equipment and the expendi- ture and investment of money related to this Lease. YOU agree to insure the timely and accurate fil- ing of IRS Form 8038-G or Form 8038-GC, as applicable, as required by the Code, and will fully coop- erate with US to insure such timely and accurate filing. 22. BANK QUALIFICATION. If YOU checked the "Bank Qualification Elected" box on the front page of this Lease YOU and all YOUR subordinate entities will not issue in excess of $10,000,000 of qualified tax-exempt obligations (including this Lease but excluding private activity bonds other than qualified 501(c)(3) bonds) during the calendar year in which WE fund this Lease without first obtain- ing an opinion of nationally recognized counsel in the area of tax-exempt municipal obligations acceptable to US that the designation of this Lease as a "qualified tax-exempt obligation" will not be adversely affected. 23. CHOICE OF LAW; JURY TRIAL WAIVER. This Lease shall be govemed and construed in accordance with the laws of the state where YOU are located. To the extent permitted by law, YOU agree to waive YOUR rights to a trial by jury. 24. ENTIRE AGREEMENT; SEVERABILITY; WAIVERS. This Lease contains the entire agreement and understanding. No agreements or understandings are binding on the parties unless set forth in writing and signed by the parties. Any provision of this Lease which for any reason may be held unen- forceable in any jurisdiction shall, as to such jurisdiction, be ineffective without invaliding the remain- ing provisions of this Lease. THIS LEASE IS NOT INTENDED FOR TRANSACTIONS WITH AN EQUIP- MENT COST OF LESS THAN $1,000. 25. FACSIMILE DOCUMENTATION. YOU agree that a facsimile copy of this Lease with facsimi- le signatures may be treated as an original and will be admissible as evidence of this Lease. 26. ROLE OF LESSOR. WE have not acted and will not act as a fiduciary for YOU or as YOUR agent or municipal advisor. WE have not and will not provide financial, legal, tax, accounting or other advice to YOU or to any financial advisor or placement agent engaged by YOU with respect to this Lease. YOU, YOUR financial advisor, placement agent or municipal advisor, if any, shall each seek and obtain its own financial, legal, tax, accounting and other advice with respect to this Lease from its own advisors (including as it relates to structure, timing, terms and similar matters). 12PFDOC223v1 Page 2 of 2 ©2016 All Rights Reserved. Printed in the U.S.A. 12PFDOC223v1 12/16 ATTACHMENT 1 Lease Payment Schedule STATE AND LOCAL GOVERNMENT LEASE -PURCHASE AGREEMENT LESSOR: De Lage Landen Public Finance LLC LESSEE: CITY OF NATIONAL CITY LEASE NUMBER: PUB 17717 LEASE DATE June 19 , 20 18 Lease Payments are due on each periodic anniversary of the Commencement Date that occ received by US. The period for each periodic anniversary is monthly Date occurs on the 29th, 30th or 31st day of any month, the periodic anniversary will be second succeeding month after the month of such Commencement urs during the Full Lease Term until all of the payments set forth below have been , as specified in the Payment Frequency box of this Lease. If the Commencement deemed to occur on the 1st day of the month, commencing on the 1st day of the Date. Payment Number Rental Payment Interest Portion Principal Portion Balance Purchase Price Loan 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 0 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 2,777.16 0.00 657.21 647.65 638.05 628.40 618.70 608.97 599.19 589.36 579.49 569.58 559.62 549.62 539.57 529.48 519.34 509.16 498.93 488.65 478.33 467.96 457.54 447.08 436.57 426.01 415.40 404.75 394.05 383.30 372.50 361.65 350.76 339.81 328.82 317.77 306.68 295.54 0.00 2,119.95 2,129.51 2,139.11 2,148.76 2,158.46 2,168.19 2,177.97 2,187.80 2,197.67 2,207.58 2,217.54 2,227.54 2,237.59 2,247.68 2,257.82 2,268.00 2,278.23 2,288.51 2,298.83 2,309.20 2,319.62 2,330.08 2,340.59 2,351.15 2,361.76 2,372.41 2,383.11 2,393.86 2,404.66 2,415.51 2,426.40 2,437.35 2,448.34 2,459.39 2,470.48 2,481.62 145,698.52 143,578.57 141,449.06 139,309.95 137,161.19 135,002.73 132, 834.54 130,656.57 128,468.77 126,271.10 124,063.52 121,845.98 119,618.44 117,380.85 115,133.17 112,875.35 110,607.35 108,329.12 106,040.61 103,741.78 101,432.58 99,112.96 96,782.88 94,442.29 92,091.14 89,729.38 87,356.97 84,973.86 82,580.00 80,175.34 77,759.83 75,333.43 72,896.08 70,447.74 67,988.35 65,517.87 63,036.25 150,039.61 147,814.27 145, 578.90 143,333.44 141,077.85 138,812.09 136,536.12 134,249.86 131,953.30 129,646.38 127, 329.05 125,001.27 122,662.99 120,314.16 117,954.74 115,584.68 113,203.93 110, 812.44 108,410.16 105, 997.05 103, 573.04 101,138.11 98,692.19 96,235.24 93,767.20 91,288.03 88,797.68 86,296.10 83,783.23 81,259.02 78,723.43 76,176.40 73,617.89 71,047.83 68,466.17 65,872.88 Sales tax of $11,722.87 is included in the financed amount shown above. The interest rate reflected herein is provided as an indication only and may need to be revised prior to closing. The Lessor will make reasonable efforts to maintain the rate presented herein. However, the rate may need to be revised prior to closing due to change in law or market conditions. In the event that market interest rates increase prior to the date of closing (which causes an increase in the Lessor's cost of funds), the interest rate will be indexed to reflect adjustments to the Lender's actual cost of funds due to market and legal changes incurred since the date of this documentation. Lessee Signature: Print Name: O j'Aprr. 5, o' Title. /1 (.t_.'/ a 1" Page 1 0l 2 ©2012 All Rights Reserved. Printed in the U.S.A. 12PFD0C224 11/12 Date' N 0 0 1 d N r AMENDMENT TO STATE AND LOCAL GOVERNMENT LEASE -PURCHASE AGREEMENT This Amendment to that certain State and Local Government Lease -Purchase Agreement (together with all Exhibits and this Amendment, the "Agreement") Reference Number PUB 17717 dated as of June 19, 2018 between CITY OF NATIONAL CITY (together with its successors and assigns, "Lessee"), and DE LAGE LANDEN PUBLIC FINANCE LLC (together with its successors and assigns, "Lessor"), is incorporated in and is hereby made a part of the Agreement. Lessor and Lessee hereby agree that capitalized terms used herein and not otherwise defined herein shall have the terms assigned to such terms in the Agreement and that the following changes and additions are hereby made to the Agreement: 1. Section 2 TERM. The following is hereby added at the end of this section, "Nothwithstanding anything else in this Section, the Full Lease Term shall not exceed 60 months." 2. Section 3 LATE CHARGES. This section is hereby deleted in its entirety. 3. Section 8 TITLE PERSONAL PROPERTY, LOCATION INSPECTION, NO MODIFICATIONS OR ALTERATIONS. The last sentence in this section is hereby deleted and replaced with the following, "WE also have the right, at reasonable times, and upon reasonable notice, to inspect the Equipment." 4. Section 10 ASSIGMENT. The second sentence in this section is hereby deleted and replaced with the following, "YOU agree that WE may sell, assign or transfer this lease, after providing written notice to YOU, and, if WE do, the new owner will have the same rights and benefits that WE now have and will not have to perform any of OUR obligations and the rights of the new owner will not be subjected to any claims, counterclaims, defenses or set -offs that You may have against US." 5. Section 12 INDEMNITY. This section is hereby deleted in its entirety and replaced with the following, "12 Responsibility. To the extent permitted by law, and subject to principles of Sovereign Immunity, each party to this Lease agrees to be responsible for any negligent acts or omissions by or through itself or its employees and each party further agrees to defend itself and themselves and pay any judgments and costs arising out of such negligent acts or omissions, and nothing in this Lease shall impute or transfer any such responsibility from one party to the other. This Section 12 does not affect any indemnity that Sharp Electronics, through its Sharp Business Systems division, provides to the City in Sharp's June 19, 2018 Agreement with the City." 6. Section 16 REMEDIES. The following clauses are hereby deleted in their entirety, "charge YOU interest on all monies due US at the rate of eighteen percent (18%) per year from the date of default until paid, but in no event more than the maximum rate permitted by law; charge YOU a return -check or non -sufficient funds charge ("NSF Charge") of $25.00 for a check that is returned for any reason;" 7. Section 20 UCC — ARTICLE 2A PROVISIONS. The last sentence in this section is hereby deleted in its entirety. 8. Section 22 BANK QUALIFICATION. This section is hereby deleted in its entirety. 9. Section 23 CHOICE OF LAW; JURY TRIAL WAIVER. The second sentence in this section is hereby deleted in its entirety. Except as specifically set forth in this Amendment, all terms and conditions contained in the Agreement remain in full force and effect and are hereby ratified and confirmed. LESSOR:DE LAGE LAINANC LLC BY: BY: AUTHORIZED SIGNATURE RINTED NAME AND TITLE ADDRESS: 1111 Old Eagle School Rd LESSEE: 1 BY: X 7 Wayne, PA 19087 CITY OF NATIONAL CITY AUTHORIZED SIGNA PRINTED NAME AND TITLE ADDRESS: 1243 National City Blvd National City, CA 91950 DATE: DATE: / - 1 1 ?S ATTACHMENT 1 Lease Payment Schedule STATE AND LOCAL GOVERNMENT LEASE -PURCHASE AGREEMENT LESSOR: De Lage Landen Public Finance LLC LESSEE: CITY OF NATIONAL CITY LEASE NUMBER: PUB 17717 LEASE DATE: June 19 20 18 Lease Payments are due on each periodic anniversary of the Commencement Date that occ received by US. The period for each periodic anniversary is monthly Date occurs on the 29th, 30th or 31st day of any month, the periodic anniversary will be second succeeding month after the month of such Commencement urs during the Full Lease Term until all of the payments set forth below have been , as specified in the Payment Frequency box of this Lease. If the Commencement deemed to occur on the 1st day of the month, commencing on the 1st day of the Date. Payment Number Rental Payment Interest Portion Principal Portion Balance Purchase Price 37 2,777.16 38 2,777.16 39 2,777.16 40 2,777.16 41 2,777.16 42 2,777.16 43 2,777.16 44 2,777.16 45 2,777.16 46 2,777.16 47 2,777.16 48 2,777.16 49 2,777.16 50 2,777.16 51 2,777.16 52 2,777.16 53 2,777.16 54 2,777.16 55 2,777.16 56 2,777.16 57 2,777.16 58 2,777.16 59 2,777.16 60 2,777.16 Grand Totals 166,629.60 284.34 273.10 261.80 250.46 239.06 227.61 216.11 204.56 192.95 181.30 169.59 157.82 146.01 134.14 122.22 110.24 98.21 86.13 73.99 61.80 49.55 37.24 24.89 12.47 20,931.08 2,492.82 2,504.06 2,515.36 2,526.70 2,538.10 2,549.55 2,561.05 2,572.60 2,584.21 2,595.86 2,607.57 2,619.34 2,631.15 2,643.02 2,654.94 2,666.92 2,678.95 2,691.03 2,703.17 2,715.36 2,727.61 2,739.92 2,752.27 2,764.69 145,698.52 60,543.43 58,039.37 55, 524.01 52,997.31 50,459.21 47,909.66 45,348.61 42,776.01 40,191.80 37, 595.94 34,988.37 32,369.03 29,737.88 27,094.86 24,439.92 21,773.00 19,094.05 16,403.02 13,699.85 10, 984.49 8,256.88 5,516.96 2,764.69 0.00 63,267.88 60,651.14 58,022.59 55, 382.19 52,729.87 50, 065.59 47, 389.30 44,700.93 42,000.43 39, 287.76 36,562.85 33,825.64 31,076.08 28, 314.13 25,539.72 22,752.79 19, 953.28 17,141.16 14,316.34 11,478.79 8,628.44 5,765.22 2,889.10 0.00 Lessee Signature: Print Name: r4 ; Date: to - l ` - 1 7 Title. /4..C. . yr 12PFD0C224 Page 2 of 2 ©2012 All Rights Reserved. Printed in the U.S.A. 12PFD0C224 11/12 ATTACHMENT 2 STATE AND LOCAL GOVERNMENT LEASE -PURCHASE AGREEMENT EQUIPMENT DESCRIPTION LESSOR: De Lage Landen Public Finance LLC LESSEE: CITY OF NATIONAL CITY LEASE NUMBER: PUB 17717 LEASE DATE June 19 ,20 18 Quantity Description/Serial No./Model No. Location 1 1 4 3 1 2 1 1 New Sharp MX-M3050 digital copier with attachments S/N: New Sharp MX-M5050 digital copier with attachments S/N: New Sharp MX-2630 digital copiers with attachments S/N: S/N: SIN: S/N: New Sharp MX-3050V digital copiers with attachments S/N: S/N: S/N: New Sharp MX-4050V digital copier with attachments S/N: New Sharp MX-5050V digital copiers with attachments S/N: S/N: New Sharp MX-6070V digital copier with attachments S/N: New Sharp MX-6580N digital copier with attachments S/N: cn Q1 (O LESSEE Signature: _ Date. n c Print Name: 1� v `^' 0 r r J soy-- Title / Y `c xi f c Page 1 of 2 ©2012 All Rights Reserved. Printed in the U.S.A. 10PFD0C169v210/12 ATTACHMENT 2 STATE AND LOCAL GOVERNMENT LEASE -PURCHASE AGREEMENT EQUIPMENT DESCRIPTION LESSOR: De Lags Landon Public Finance LLC LESSEE. CITY OF NATIONAL CITY LEASE NUMBER. PUB 17717 LEASE DATE. June 19 20 18 Quantity Description/Serial No./Model No. Location 2 3 New Sharp MX-7580N digital copiers with attachments S/N: S/N: New Sharp MX-266N digital copier with attachments S/N: New Sharp MX-3550V digital copiers with attachments S/N: S/N: S/N: LESSEE Signature: Print Name: 1r\. N O f'V s 5 O n' Date' Title: /1 al o r 10PFDOC169v2 Page 2 01 2 ©2012 All Rights Reserved. Printed in the U.S.A. 10PFDOC169v2 10/12 BILLING INFORMATION Contact Telephone Number Email Address. PLEASE COMPLETE THIS FORM AND RETURN WITH DOCUMENTS In order for De Lage Landen Public Finance LLC complete this form and return it with the signed documents. r ` Billing Name* C ` 4-1 O -C 1-7 If you would like your invoices emailed to you in place of regular mail, please provide an email address(es) below: Billing Address: to properly bill and credit your account, it is necessary that you *YOUR INVOICES WILL BE EMAILED FROM INVOICEDELIVERY@PAYEREXPRESS.COM Subject line will read: Your Lease Direct Invoice is ready to vie online! r �0 i C:4-y c A q �tC(5v Attention: `.— ab#%- (mot.} 1 1 S Telephone Number: C (R 3 FEDERAL ID#: 9 5 6000 '"t '-(' SPECIAL INSTRUCTIONS Do you require a Purchase Order Number on the invoice? If yes, please provide PO# ❑ YES ErNO Is a new purchase order required for each new fiscal period? I YES ❑ NO If yes, provide month/year PO expires TL 0 Are you sales tax exempt? If yes, please attach a copy of exempt certificate or direct pay permit. DYES Q'NO Do you require any special information to establish a vendor number for 9 [a''rES ❑ NO If yes, please advise: LA, — Additional Comments: CONTACT INFORMATION AND QUESTIONNAIRE FOR FORM 8038-G FILINGS �(required for all State and Local Government transactions) Contact Name /",f l G-c R o tJ e r- 4-5. Title. l_ : wwf c e- t)i ft, r / Contact Address* [ 241 )f a.4-i (1 frcl 9 1 9 S O (otcj 336 L12 * Written Tax Compliance Procedures The IRS Form 8038-G asks specific questions about whether written procedures exist with regard to compliance with the federal tax requirements for tax-exempt obligations. Please answer the following questions to help us complete the form correctly prior to your signature. Please note that your answers to these questions will not impact the terms or conditions of the subject transaction: 1. Has the Lessee established written procedures designed to monitor compliance with federal tax restrictions for the term of the lease? Among other matters, the written procedures should identify a particular individual within Lessee's organization to monitor compliance with the federal tax requirements related to use of the financed assets and describe actions to be taken in the event failure to comply with federal tax restrictions is contemplated or discovered. YES ❑ NO Wr If YES, please attach/provide a copy. Answer the following question only If proceeds of the current financing will be funded to an ESCROW Account. The IRS Form 8038-G asks specific questions about written procedures to monitor the yield on the investment of gross proceeds of tax-exempt obligations and, as necessary, make payments of arbitrage rebate earned to the United States. 2. Has the Lessee established written procedures to monitor the yield on the investment of proceeds of the Lease on deposit in an escrow account or similar fund prior to being spent and to ensure that any positive arbitrage rebate earned is paid to the United States? YES ❑ NO ❑ If YES, please attach/provide a copy. If you have further questions, please consult your regular bond or legal counsel. ©2016 All Rights Reserved. Printed in the U.S.A 08PFD00086v9 11/16 08PFD00086v9 SBS, a program of De Lage Landen Public Finance LLC 1111 Old Eagle School Rd Wayne PA 19087 Ladies and Gentlemen: ACCEPTANCE CERTIFICATE Re: State and Local Government Lease -Purchase Agreement dated as of June 19 , 20 18 , between De Lage Landen Public Finance LLC Lessor, and CITY OF NATIONAL CITY , as Lessee. In accordance with the State and Local Government Lease -Purchase Agreement (the "Agreement"), the undersigned Lessee hereby certifies and represents to, and agrees with Lessor as follows: 1. All of the Equipment (as such term is defined in the Agreement) has been delivered, installed and accepted on the date hereof. 2. Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. 3. Lessee is currently maintaining the insurance coverage required by Section 14 of the Agreement. 4. No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the Agreement) exists at the date hereof. (SEAL) LESSEE SIGNATURE Lessee CI tt NATIONAL CITY Sig, .7,10 (t'tvrr1 Date / (i g -! _ ig Pri A,• me• '��O Sbw Title /�Ok-yo1r 07PFD00057v1 ©2012 All Rights Reserved. Printed in the U.S.A. 07PFD00057v1 10/12 ACOREP CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 06/07/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh USA Inc. Japan Client Services 1166 Avenue of the Americas, 36th Floor New York, NY 10036 Attn: NewYork.Certs@marsh.com Fax: 212-948-0500 INSURED Sharp Electronics Corporation 100 Paragon Drive Montvale, NJ 07645 CONTACT NAME: PHONE FAX (A/C, No, ExO; I (A/C. No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE INSURER A: Sompo America Insurance Company INSURER B : Mitsui Sumitomo InSUrance Company Of America INSURER C : National Union Fire Insurance Co. Of Pittsburgh, PA INSURER D : INSURER E : INSURER F : NAIC # 11126 20362 19445 COVERAGES CERTIFICATE NUMBER: NYC-010293643-09 REVISION NUMBER: 6 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMBS A X COMMERCIAL GENERAL LIABILITY GDL40002C0 10/01/2017 10/01/2018 EACH OCCURRENCE $ 1,000,000 1 CLAIMS -MADE X OCCUR TO R PREMISES (EaENTED occurrence) $DAMAGE 1,000,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 1,000,000 X POLICY JECT LOC PRODUCTS - COMP/OP AGG $ 3,000,000 OTHER: $ A AUTOMOBILE LIABILITY ACV41064M0 10/01/2017 10/01/2018 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 X ANY AUTO BODILY INJURY (Per person) $ OWNED AUTOS ONLY SCHEDULED AUTOS BODILY INJURY (Per accident) $ _ HIRED AUTOS ONLY NON -OWNED AUTOS ONLY PROPERTY DAMAGE (Per accident) $ — $ A X UMBRELLA LIAB X OCCUR CPU40752A0 10/01/2017 10/01/2018 EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $ 2,000,000 DED RETENTION$0 $ B WORKERS COMPENSATION EMPLOYERS' LIABILITY WCP8530020(AOS) 06/01/2018 06/01/2019 X PER STATUTE OTH- ER B AND ANYPROPRIETOR/PARTNER/EXECUTIVE Y / N N WCP9110029 ME, ID ( ) 06/01/2018 06I01I2019 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? (Mandatory in NH) N/A E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 C E8i0 017716881 08/01/2017 08/01/2018 Limit SIR 5,000,000 150,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached it more space is required) The City of National City, its elected officials, officers, agents and employees are included as additional insured (except Workers' Compensation and E&O) where required by written contract. Waiver of subrogation is applicable where required by written contract. CERTIFICATE HOLDER CANCELLATION City of National City c/o Risk Manager 1243 National City Blvd National City, CA 91950-4301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Teresa Gerwycki-Chaves •t pgMQ�w i-CONgr.cp ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD This Endorsement Changes the Policy. Please Read It Carefully. COMMERCIAL GENERAL LIABILITY ENHANCEMENT This endorsement modifies coverage provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART (OCCURRENCE VERSION) 1. NON -OWNED WATERCRAFT Under SECTION I —COVERAGE A., paragraph 2, Exclusions, item (2) (a) of the Aircraft, Auto or Watercraft exclusion is replaced by the following: (2) A watercraft you do not own that is: (a) Less than 75 feet long; and This provision does not apply if the insured has any other insurance for "bodily injury" or "property damage" that would also apply to this extension of coverage, or would apply except for the exhaustion of its limits whether the other insurance is primary, excess, contingent or on any other basis. 2. PROPERTY DAMAGE COVERAGE EXTENSIONS A. Under SECTION I - COVERAGE A, paragraph 2. Exclusions, the Damage To Property exclusion is replaced by the following: j. Damage To Property "Property Damage" to (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should reasonably have been known by you, at the time the property was transferred or abandoned; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III — Limits of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. SGL 02 001 0614 Includes copyrighted material of Insurance Page 1 of 9 Services Office, Inc., with its permission. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3), (4) and (6) of this exclusion do not apply to "property damage" arising out of the use of an elevator at premises you own, rent or occupy. This insurance is excess over any valid and collectible insurance available to any insured whether primary, excess or contingent. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". B. The following is added to the Damage to Your Product exclusion: This exclusion does not apply to "property damage" to "your product" while on, being moved onto or off of an elevator; or liability assumed under a sidetrack agreement. This insurance is excess over any other valid and collectible insurance available to any insured whether primary, excess or contingent. C. Under Section I — COVERAGE A, the last paragraph after the exclusions is replaced by the following: Exclusions c. through n. do not apply to damage to premises by fire, lightning, explosion, smoke or leakage from fire protective systems while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — Limits of Insurance. This limit will apply to all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke or leakage from fire protective systems or any combination of the five. D. Under SECTION III — LIMITS OF INSURANCE, item 6. is amended as follows: 6. Subject to paragraph 5. above, the higher of: a. $500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke or leakage from fire protective systems, while rented to you or temporarily occupied by you with permission of the owner. E. Under Section IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, paragraph b. (1) (a) (ii) under the Other Insurance condition is replaced by the following: (ii) That is Fire, Lightning, Explosion, Smoke or Leakage from Fire Protective Systems insurance for premises rented to you or temporarily occupied by you with permission of the owner; F. Under SECTION V — DEFINITIONS, paragraph a. of the Insured Contract definition is replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke or leakage from fire protective systems to premises SGL 02 001 0614 Includes copyrighted material of Insurance Page 2 of 9 Services Office, Inc., with its permission, while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract". The coverage provided under provision 2. C. through F. above does not apply if Damage To Premises Rented To You of COVERAGE A is excluded either by the provisions of the Coverage Part or by endorsement. 3. BROAD FORM PERSONAL AND ADVERTISING INJURY A. Under SECTION I —COVERAGE B - PERSONAL AND ADVERTISING INJURY LIABILITY, the Contractual Liability exclusion is deleted. B. Under SECTION V — DEFINITIONS, the fdlowing paragraph is added to the definition of "personal and advertising injury": h. Vicarious liability for discrimination or humiliation (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; (b) Any "executive officer", director, stockholder, partner, spouse of a partner, member, spouse of a member, manager or trustee of the insured; and (2) Not related directly or indirectly to an "employee" or to the employment, prospective employment or termination of employment of any person by an insured. Provision 3. above does not apply if COVERAGE B — PERSONAL AND ADVERTISING INJURY LIABILITY is excluded either by the provisions of the Coverage Part or by endorsement. 4. MEDICAL PAYMENTS —INCREASED LIMITS A. Under SECTION I - COVERAGE C - MEDICAL PAYMENTS, item 1. a. (3) (b) is replaced by the fdlowing: (b) The expenses are incurred and reported to us within three years of the date of the accident; and B. Under SECTION III — LIMITS OF INSURANCE, paragraph 7 is replaced by the following: 7. Subject to Paragraph 5. above, the higher of: a $15,000; or b. The amount shown in the Declarations for Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. This coverage does not apply if Coverage C — Medical Payments is excluded either by the provisions of the Coverage Part or by endorsement. 5. SUPPLEMENTARY PAYMENTS INCREASED LIMITS Under SUPPLEMENTARY PAYMENTS— COVERAGES AAND B, paragraphs 1.b. and 1.d. are replaced by the following: SGL 02 001 0614 Includes copyrighted material of Insurance Page 3 of 9 Services Office, Inc„ with its permission. b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. 6. BROADENED INSURED COVERAGE Under SECTION II — WHO IS AN INSURED, the following changes are made: A. BROAD NAMED INSURED The following is added: Any legally incorporated entity of which you own more than 50% of the voting stock is an insured. However, this insurance does not apply to "bodily injury" or property damage" that occurred before you acquired or formed the organization or "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. Coverage for any such organization will cease as of the date during the policy period on which you no longer maintain more than 50% of the voting stock. This provision does not apply to any person or organization for which coverage is excluded. B. PARTNERSHIPS AND JOINT VENTURES The last paragraph of Section 11 — Who Is An Insured beginning "No person or organization is an insured...." is replaced by the following: You are an insured with respect to the conduct of any current or past partnership or joint venture, but only with respect to your interest in such current or past partnership or joint venture. No other person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. This provision does not apply to any person or organization for which coverage is excluded. C. FELLOW EMPLOYEE COVERAGE Paragraph 2.a(1)(a) is replaced by the following: (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company); This provision does not apply to any person or organization for which coverage is excluded. D. INCIDENTAL MEDICAL MALPRACTICE COVERAGE The following is added to item 2.a(1)(d): However, this exclusion does not apply to the rendering or failure to render by an "employee" of yours: SGL 02 001 0614 Includes copyrighted material of Insurance Page 4 of 9 Services Office, Inc., with its permission. i. Medical, paramedical, dental, x-ray or nursing service or treatment or the furnishing of food or beverages in connection therewith; or ii. The furnishing or dispensing of drugs or medical or dental supplies; as long as you are not in the business or occupation of providing these services. This extension of coverage does not apply to punitive or exemplary damages, if coverage of such is permitted by statute or case law. The insurance provided by this extension of coverage is excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy. This provision does not apply to any person or organization for which coverage is excluded. E. NEWLY ACQUIRED ORGANIZATIONS Paragraph 3.a. is replaced by the following: a. Coverage under this provision is afforded until the end of the policy period; This provision does not apply to any person or organization for which coverage is excluded. F. MANAGERS OR LESSORS OF PREMISES Managers or lessors of yours are insureds but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you. This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to be a tenant in that premises. 2. Structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor added by this provision. G. LESSORS OF LEASED EQUIPMENT Any person or organization from whom you lease equipment is an insured, but only: 1. When you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy; 2. With respect to liability for "bodily injury', "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. H. USERS OF WATERCRAFT Any person, who with your consent, either uses or is responsible for the use of a watercraft is an insured, but only for their liability arising out of the use or operation of that watercraft on your behalf. SGL 02 001 0614 Includes copyrighted material of Insurance Page 5 of 9 Services Office, Inc., with its permission. I. VENDORS If this policy provides Products Liability Coverage, any vendor you are required by a written contract or written agreement to name as an additional insured is an insured, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: The insurance afforded the vendor does not apply to: a "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution and sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the products; g. Products which, after distribution or sale by you, have been labeled or re -labeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its "employees" or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in sub -paragraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. J. ADDITIONAL INSUREDS — CONTROLLING INTEREST Any person or organization who has financial control of you is an insured, but only with respect to their liability arising out of their financial control of you or premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. K. ADDITIONAL INSUREDS — BY CONTRACT, AGREEMENT OR PERMIT Item 4 is added as follows: 4. Any person or organization not otherwise identified as an insured in this coverage or covered or excluded by endorsement attached to this coverage, that you are required by written contract, written agreement or written permit to name as an insured is an insured but only with respect to "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by your acts or omissions or the acts or omissions of those acting on your behalf: SGL 02 001 0614 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page6of9 a. In the performance of "your work" for the additional insured(s) at the location(s) designated in the written contract, written agreement or written permit; or b. In connection with your premises owned by or rented to you. However, with respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply: (1) Unless the written contract or written agreement has been executed or the written permit has been issued prior to the `bodily injury", "property damage" or "personal and advertising injury"; (2) To "bodily injury", "property damage" or "personal and advertising injury" occurring after: (a) The termination date of any requirement to add additional insureds in any such contract, agreement or permit; or (b)The end of this policy period, whichever comes first; or (3) To the rendering or failure to render any professional service. The insurance afforded such additional insureds under items 6.F through 6.K: a. Applies only to the extent permitted by law; b. If required by a written contract, written agreement or written permit, coverage provided the additional insured will not be broader than that which you are required by the written contract, written agreement or written permit to provide for such additional insureds; and c. Does not apply to any person or organization excluded in this coverage form or by endorsement to this coverage form. With respect to the insurance afforded these additional insureds under 6.F through 6.K, the following is added to Section III — Limits of Insurance: If coverage provided to any additional insured is required by a written contract, written agreement or written permit, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract, agreement or permit; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This provision will not increase the applicable Limits of Insurance shown in the Declarations. 7. PRIMARY AND NON-CONTRIBUTORY — OTHER INSURANCE CONDITION The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary and Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and SGL 02 001 0614 Includes copyrighted material of Insurance Page 7 of 9 Services Office, Inc., with its permission, (2) You have agreed in writing in a contract, agreement or permit that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. 8. KNOWLEDGE AND NOTICE OF OCCURRENCE Under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, paragraphs e. and f. are added to the Duties In The Event of Occurrence, Offense, Claim or Suit condition as follows: e. Your rights afforded under this policy will not be prejudiced if you fail to give us notice of an "occurrence", offense or claim, solely due to your reasonable and documented belief that the `bodily injury" , "property damage" or "personal and advertising injury" is not covered under this policy. f. You must give us prompt notice of an "occurrence", offense, claim or loss only when the "occurrence" offense, claim or loss is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An "executive officer" or director, if you are a corporation; (4) A member, if you are a limited liability company; (5) A trustee, if you are a trust; or (6) An "employee' designated by you to give us such a notice. 9. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Under SECTION IV —COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to the Representations condition: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy, provided such failure is not intentional. However, we reserve the right to charge additional premium for any such hazard. 10. WAIVER OF SUBROGATION Under SECTION IV —COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to the Transfer of Rights of Recovery Against Others To Us condition: If the insured has waived those rights in a written contract, written agreement or written permit executed before loss, our rights are waived also. 11. BODILY INJURY REDEFINED Under SECTION V — DEFINITIONS, the definition of "bodily injury" is replaced by the following: 2. "Bodily injury" means bodily injury, disability, mental anguish, mental injury, shock, fright, humiliation, sickness or disease sustained by a person, including death resulting from any of these at any time. 12. MOBILE EQUIPMENT REDEFINED Under SECTION V — DEFINITIONS, paragraph f. of the definition of "mobile equipment" is replaced by the following: SGL 02 001 0614 Includes copyrighted material of Insurance Page 8 of 9 Services Office, Inc., with its permission, f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos", unless weighing less than 10,000 pounds gross vehicle weight and designed for use off public roads: (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". (3) 13. LIBERALIZATION If we adopt a change in our forms or rules that would broaden the coverage of this policy without additional premium, the broader coverage will apply to this policy when the change becomes effective in your state. This endorsement forms a part of Policy Number: GDL40002C0 Insured: Sharp Electronics Corporation SGL 02 001 0614 Effective Date: 11/7/2017 Includes copyrighted material of Insurance Page 9 of 9 Services Office, Inc., with its permission. Sompo Japan Nipponkoa America This Endorsement Changes the Policy. Please Read It Carefully. COMMERCIAL AUTOMOBILE ENHANCEMENT This endorsement modifies coverage provided under the following: BUSINESS AUTO COVERAGE FORM 1. BROADENED INSURED COVERAGE Under Section II — COVERED AUTOS LIABILITY COVERAGE, the following changes are made: A. BROAD NAMED INSURED The following is added to A. Coverage, paragraph 1. Who Is An Insured: d. Any legally incorporated entity of which you own more than 50% of the voting stock on the effective date of this coverage part is an insured. B. ADDITIONAL INSUREDS — BY CONTRACT, AGREEMENT OR PERMIT The following is added to A. Coverage, paragraph 1. Who Is An Insured: e. Any person or organization, not otherwise identified as an "insured" in this coverage or by endorsement to this coverage, that you are required by written contract, written agreement or written permit to name as an "insured". The insurance provided under item B. above applies on a primary basis if that is required by the written contract, written agreement or written permit. Coverage under this provision is limited to the minimum limits of liability stipulated in that written contract, written agreement or written permit or the amount of loss not to exceed the Limit of Liability shown in the Declarations, whichever is less. C. EMPLOYEES AS INSUREDS The following is added to A. Coverage, paragraph 1. Who Is An Insured: f. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D. FELLOW EMPLOYEE COVERAGE B. Exclusions, paragraph 5. Fellow Employee is deleted and replaced with the following: "Bodily injury" to: a. Any fellow "employee" of the "insured" arising out of and in the course of the fellow "employee's" employment or while performing duties related to the conduct of your business; or b. The spouse, child, parent, brother or sister of that fellow "employee" as a consequence of Paragraph a. above. SCA 01 002 1013 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 4 Sumpo J,lp ,', Nlppo,koa SompoJapan Nipponkoa America However, we will cover "bodily injury" caused by your "employee" to his or her fellow "employee" if the "bodily injury" results from the use of a covered "auto" you own or hire. 2. ADDITIONAL SUPPLEMENTARY PAYMENTS Section II — COVERED AUTOS LIABILITY COVERAGE, A. Coverage, paragraph 2.a. Coverage Extensions, Supplementary Payments, items (2) and (4) are deleted and replaced by the following: (2) Up to $5000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. 3. KNOWLEDGE AND NOTICE OF OCCURRENCE Section IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions, paragraph 2. Duties In The Event Of Accident, Claim, Suit Or Loss, item a is deleted and replaced by the following and item d. is added: a. In the event of an "accident", claim, "suit" or "loss" you must give us or our authorized representative prompt notice of the "accident" or "loss" when the "accident", claim, "suit" or "loss" is known to: (1) (2) (3) (4) (5) (6) You, if you are an individual; A partner, if you are a partnership or joint venture; An "executive officer" or director if you are a corporation; A member, if you are a limited liability company; A trustee if you are a trust; or An "employee" designated by you to give us such a notice. This notice should include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. d. Your rights afforded under this policy will not be prejudiced if you fail to give us notice of an "accident", claim, "suit" or "loss", solely due to your reasonable and documented belief that the "bodily injury" or "property damage" is not covered under this policy. 4. WAIVER OF SUBROGATION The following is added to Section IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions, paragraph 5. Transfer of Rights of Recovery Against Other To Us: SCA 01 002 1013 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 2 of 4 41, Sompo 1apa Nipponkoa SompoJapan Nipponkoa America If the insured has waived those rights prior to the "accident" or "loss", our rights are waived also. 5. UNINTENTIONAL ERRORS AND OMISSIONS The following is added to Section IV - BUSINESS AUTO CONDITIONS, B. General Conditions, paragraph 2. Concealment, Misrepresentation Or Fraud: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy, provided such failure is not intentional. However, we reserve the right to charge additional premium for any such hazard. 6. BROADENED PHYSICAL DAMAGE COVERAGE Under Section III — PHYSICAL DAMAGE COVERAGE, the following changes are made: A. WAIVER OF DEDUCTIBLE — GLASS REPAIR The following is added to D. Deductible: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. B. AD DITIONALTRANSPORTATION EXPENSES A. Coverage, 4. Coverage Extensions, paragraph a. Transportation Expenses is deleted and replaced by the following: We will pay up to $50 per day to a maximum of $1500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes Of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". C. ADDITIONAL LOSS OF USE EXPENSES A. Coverage, 4. Coverage Extensions, paragraph b. Loss Of Use Expenses is deleted and replaced by the following: For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations Indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $1500. SCA 01 002 1013 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 3of4 Sompo lap.i n NIpponkoa SompoJapan Nipponkoa America D. COST TO RECOVER STOLEN AUTO The following is added to A. Coverage, 4. Coverage Extensions. We will pay reasonable and necessary expenses incurred by you to return a stolen, covered "auto" from the place where it is recovered to its usual garaging place. The most we will pay for such expenses is $1000. This Coverage Extension does not apply if your business is selling, servicing or repairing "autos". E. PERSONAL EFFECTS COVERAGE The following is added to A. Coverage, 4. Coverage Extensions. In the event of a total theft of a covered "auto", we will pay for personal effects owned by an "insured" and in or on the covered "auto" at the time of "loss". The most we will pay for such personal effects is $500 per "loss". No deductibles apply to this Personal Effects Coverage. F. AIRBAGS —ACCIDENTAL DISCHARGE COVERAGE The following is added to B. Exclusions, paragraph 3. This exclusion does not apply to the accidental discharge of an airbag caused by or arising from mechanical or electrical breakdown, provided the covered "auto" does not also incur other physical damage. The most we will pay for such "loss" is $1000. This coverage is excess over any other collectible insurance or warranty. No deductibles apply to this Airbags — Accidental Discharge Coverage. G. VEHICLE WRAP COVERAGE The following is added to A. Coverage, 4. Coverage Extensions. In the event of a total "loss" to a covered "auto" and in addition to the actual cash value of the covered "auto", we will pay up to $1000 to repair or replace vehicle wraps displayed on the "auto" at the time of "loss". The most we will pay under the Vehicle Wrap Coverage is $5000 for any one "loss", regardless of the number of covered "autos" deemed a total "loss". For the purpose of this coverage, vehicle wraps are full color, graphic images printed on vinyl film and attached to an "auto". 7. ADDITIONAL DEFINITIONS The following is added to Section V — DEFINITIONS: "Executive Officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any similar governing document. This endorsement forms a part of Policy Number: ACV41064M0 Insured: Sharp Electronics Corporation SCA 01 002 1013 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Effective Date: 10/1/16 Page 4 of 4 RESOLUTION NO. 2018 — 104 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL AUTHORIZING THE MAYOR TO EXECUTE A FIVE-YEAR AGREEMENT WITH SHARP ELECTRONICS CORPORATION FOR AN ANNUAL NOT TO EXCEED AMOUNT OF $69,000 FOR THE LEASE -PURCHASE AND SERVICE OF TWENTY MULTIFUNCTION COPIERS, AND TO EXECUTE THE STATE AND GOVERNMENT LEASE -PURCHASE AGREEMENT WITH DE LAGE LANDEN PUBLIC FINANCE, LLC, ATTACHED AS EXHIBIT "B", TO FINANCE THE LEASE -PURCHASE WHEREAS, on June 19, 2012, the City entered into a five-year lease Agreement with Konica Minolta Business Solutions USA, Inc., ("Konia") for twenty multifunction copiers, which included staff training, deliver, installation, and maintenance of the copiers that are currently located various City facilities; and WHEREAS, on June 20, 2017, the City and Konica entered into a First Amendment to the Agreement to extend the term for one year for the not to exceed amount of $98,118, and expiring on June 20, 2018; and WHEREAS, as a result of a request for proposal ("RFP") in February 2018, Sharp Electronics Corporation was selected to replace the twenty multifunction copiers; and WHEREAS, a five year Agreement with Sharp Electronics Corporation for the lease -purchase of the copiers will result in an annual cost savings of $39,000; and WHEREAS, as part of the lease -purchase of the copiers, it is necessary for the City to execute the State and Government Lease -Purchase Agreement with De Lage Landen Public Finance, LLC, for finance purposes. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute a five year Agreement with Sharp Electronics Corporation for an annual not -to -exceed amount of $69,000 for the lease -purchase and service of twenty multifunction copiers. BE IT FURTHER RESOLVED that the City Council hereby authorizes the Mayor to execute the State and Government Lease -Purchase Agreement with De Lage Landen Public Finance, LLC, which is attached to the Agreement as Exhibit "B", to finance the lease -purchase. PASSED AND ADOPTED this 19th day of June 18. ATTEST: Michael R. Dalla, City Clerk on Morrison, Mayor APPROVED AS TO FORM: Mo is -Jones Attorney Passed and adopted by the Council of the City of National City, California, on June 19, 2018 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California City Clerk of the City of National City, California By: I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2018-104 of the City of National City, California, passed and adopted by the Council of said City on June 19, 2018. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT -FETING DATE: June 19, 2018 AGENDA ITEM Na ITEM TITLE: Resolution of the City Council of the City of National authorizing the Mayor to execute a five year Agreement with Sharp Electronics Corporation for an annual not -to -exceed amount of $69,000 for the lease -purchase and service of twenty multifunction copiers, and execute the State and Government Lease -Purchase Agreement with De Lage Landen Public Finance, LLC, which is attached to the Agreement as Exhibit "B", to finance the lease -purchase. PREPARED BY: Ron Williams DEPARTMENT: c��`y��� PHONE: 619-336-4373 APPROVED BY: EXPLANATION: The City of National City currently leases from Konica Minolta Business Solutions USA, INC., twenty multifunction copiers located at various city facilities. The City entered into the five year lease and maintenance agreement on June 19, 2012 and subsequently executed a twelve month extension on June 20, 2017 with Konica Minolta for $108,000 per year. The City issued a request for proposal (RFP) in February 2018. The RFP panel, comprised of city staff, selected Sharp Business Systems to replace the twenty multifunction copiers. The proposed five year municipal lease -purchase and maintenance agreement with Sharp Electronics Corporation will result in a significant cost savings ($39,000 / year) as we strive to provide staff with the appropriate technologies to best serve the residents and customers of the City of National City. The lease -purchase financing will be structured through De Lage Landen Public Finance, LLC for the five year term as outlined in Exhibit "B". FINANCIAL STATEMENT: APPROVED: ACCOUNT NO. APPROVED: Funds are appropriated in account 629-403-082-268-0000 ($69,000). ENVIRONMENTAL REVIEW: This is not a project, therefore does not require environmental review. ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Staff recommends Council authorize the execution of a five year lease and service agreement with Sharp Electronics Corporation. BOARD / COMMISSION RECOMMENDATION: N/A 'TACHMENTS: Agreement /030417ly /to- 2Q/i5"- /cay AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND SHARP ELECTRONICS CORPORATION THIS AGREEMENT is entered into on this 19th day of June, 2018, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and SHARP ELECTRONICS CORPORATION through its SHARP BUSINESS SYSTEMS division, a corporation (the "CONTRACTOR"). RECITALS WHEREAS, the CITY desires to employ a CONTRACTOR to provide 20 leased Sharp multifunctional copiers, staff training, delivery, installation, and maintenance of said copiers. WHEREAS, the CITY has determined that the CONTRACTOR is a multifunctional copier vendor and is qualified by experience and ability to perform the services desired by the CITY, and the CONTRACTOR is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. The CITY agrees to engage the CONTRACTOR to deliver, install, maintain Sharp MFPs, and the CONTRACTOR agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services shall be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on June 19, 2018. The duration of this Agreement is for the period of June 19, 2018 through June 19, 2023. Completion dates or time durations for specific portions of the project are set forth in Exhibit "A". This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. The Parties may exercise up to three one-year extensions. Any extension of this Agreement must be approved in writing by the City Manager. 3. SCOPE OF SERVICES. Deliver, install and provide maintenance and training for 20 leased multifunctional copiers provided in Exhibit "A" and Exhibit "B". The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONTRACTOR shall appear at meetings specified in Exhibit "A" to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement. Upon doing so, the CITY and the CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Ron Williams hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONTRACTOR shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONTRACTOR. Jason Wedge thereby is designated as the Project Director for the CONTRACTOR. 5. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A". The compensation for the CONTRACTOR'S work shall not exceed the rates set forth in Exhibit "A". Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. The CONTRACTOR shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available, with written notice, at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement. If unsatisfactory to the CITY, the CONTRACTOR_will have thirty days to cure. If the City determines that CONTRACTOR failed to cure the problem within 10 days, the City may terminate the Agreement as described in Section 19. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONTRACTOR for this project, whether paper or electronic, shall become the property of the CITY for use with respect to this project, and shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONTRACTOR hereby assigns to the CITY, and CONTRACTOR thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONTRACTOR shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. Standard Agreement Revised July 2017 Sharp Business Systems Page 2 of 11 City of National City and The CONTRACTOR agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONTRACTOR'S written work product for the CITY'S purposes, and the CONTRACTOR expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint ventures with one another. Neither the CONTRACTOR nor the CONTRACTOR'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONTRACTOR and the CONTRACTOR'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONTRACTOR and its employees. Neither this Agreement nor any interest herein may be assigned by the CONTRACTOR without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as many employees, or SUBCONTRACTORS, as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONTRACTOR with its SUBCONTRACTOR(S) shall require the SUBCONTRACTOR(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONTRACTOR or any of the CONTRACTOR'S employees, except as herein set forth, and the CONTRACTOR or the CONTRACTOR'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONTRACTOR its agents, servants, and employees are as to the CITY wholly independent CONTRACTOR, and that the CONTRACTOR'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONTRACTOR and each of its SUBCONTRACTOR(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES. PERMITS. ETC. The CONTRACTOR represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONTRACTOR represents and covenants that the Standard Agreement Page 3 of 11 Revised July 2017 Sharp Business Systems City of National City and CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONTRACTOR to practice its profession. 12. STANDARD OF CARE. A. The CONTRACTOR, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONTRACTOR'S trade or profession currently practicing under similar conditions and in similar locations. The CONTRACTOR shall take all special precautions necessary to protect the CONTRACTOR'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONTRACTOR warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONTRACTOR'S professional performance or the furnishing of materials or services relating thereto. C. The CONTRACTOR is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONTRACTOR has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONTRACTOR has notified the CITY otherwise, the CONTRACTOR warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONTRACTOR to use due diligence under this sub -section will render the CONTRACTOR liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. r1ON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONTRACTOR will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: 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. The CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONTRACTOR shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not Standard Agreement Page 4 of 11 Revised July 2017 Sharp Business Systems City of National City and apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONTRACTOR shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONTRACTOR shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONTRACTOR shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONTRACTOR'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers, employees or volunteers. CITY will cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONTRACTOR shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any negligent work to be performed by the CONTRACTOR under this Agreement. 17. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONTRACTOR(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following insurance policies: A. f l If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 Standard Agreement Page 5 of 11 Revised July 2017 Sharp Business Systems City of National City and combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONTRACTOR has no employees subject to the California Workers' Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said Declaration shall be provided to CONTRACTOR by CITY. D. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. E. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. F. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 G. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY.'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by Standard Agreement Page 6 of 11 Revised July 2017 Sharp Business Systems City of National City and the CITY'S Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. TERMINATION. A. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, after a ten day opportunity for CONTRACTOR to cure misrepresentation by the CONTRACTOR in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. B. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONTRACTOR as provided for herein. C. In the event of termination, all finished or unfinished MemorandaReports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONTRACTOR'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. Standard Agreement Page 7 of 11 Revised July 2017 Sharp Business Systems City of National City and D. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business " reorganization, change in business name or change in business status of the CONTRACTOR. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Ron Williams IT Manager CMO City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONTRACTOR: Office of the General Counsel Sharp Electronics Corporation 100 Paragon Drive Montvale, NJ 07645 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not perform services of any kind for any person or entity whose interests conflict in any way with those ofthe City of National City. The CONTRACTOR also agrees not to specify any product, treatment, process or material for the project in which the CONTRACTOR has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONTRACTOR shall Standard Agreement Page 8 of 11 Revised July 2017 Sharp Business Systems City of National City and at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONTRACTOR has a financial interest as defined in Government Code Section 87103. The CONTRACTOR represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONTRACTOR shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONTRACTOR shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONTRACTOR shall obtain from the City Clerk. The CONTRACTOR shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Section 21 by the CONTRACTOR. 22. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. CONTRACTOR is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 23. MI SC:ELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. Standard Agreement Page 9 of 11 Revised July 2017 Sharp Business Systems City of National City and H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. J. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. K. Subcontractor or Subcontractors. The CITY is engaging the services of the CONTRACTOR identified in this Agreement. The CONTRACTOR shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. Standard Agreement Revised July 2017 Sharp Business Systems Page 10 of 11 City of National City and CITY OF NATIONAL CITY By: Ron Morrison, Mayor APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By. Roberto M. Contreras Deputy City Attorney SHARP ELECTRONICS CORPORATION through its SHARP BUSINESS SYSTEMS (Corporation — signatures of two corporate officers required) (Partnership or Sole proprietorship — one signature) By: (Name) (Print) (Title) By: (Name) Standard Agreement Page 11 of 11 Revised July 2017 Sharp Business Systems (Print) (Title) City of National City and EXHIBIT A Pricing Options- Updated on 5.24.18 60 Month FMV Lease 60 month FMV Lease Payment $2,679.99 MFP Cost Per Page .0049 Black & .049 Color Images HP Cost Per Page .01 Black Delivery, Setup, Networking & Training Included Supplies, Parts, Labor & Service Included 60 Month MUNI $1 Out Lease 60 month MUNI $1 out Lease Payment $2,553.71 MFP Cost Per Page .0049 Black & .049 Color Images HP Cost Per Page .01 Black Delivery, Setup, Networking & Training Included Supplies, Parts, Labor & Service Included One Time Purchase Option One Time Purchase Price for Equipment $135,353.18 MFP Cost Per Page .0049 Black & .049 Color Images HP Cost Per Page .01 Black Delivery, Setup, Networking & Training Included Supplies, Parts, Labor & Service Included • All three quotes include three coin -op units for the library machines. We were not sure if you need one or three, so we included three. We can adjust this quote if the number needed is less than three. EXHIBIT A Exhibit A - Sharp Replacement Models General Information Location 1 a Mnf Model Accessories Location 2 Monthly Average B&W Prints Monthly Average Color Prints Sharp Replacement Model 1 Konica ••BIZHUB 363 FS-529 Inner Staple Finisher PC-208 Paper Feed Cabinet (500X2) FK-508 Fax Kit MK-726 Fax Mount Kit 2100 HOOVER AVE 1200 NATIONAL CITY BLVD Public Works PD Investigation Office7,600 1,686 - Sharp MX•M3050 2 Konica "BIZHUB 552 PRINTER/COPIER LU-301 Large Capacity Unit FS-527 Finisher PK-517 2/3-Hole Punch Kit for FS-527 SA-502 Scan Accelerator Kit - Sharp MX-M5050 3 Konica •'BIZHUB C224 PRINTER/COPIER FS-533 Inner Stapler Finisher DF-624 Reverse Auto Doc Feeder FK-511 Fax Kit 1243 NATIONAL CITY BLVD Council CH 2 1,029 96 Sharp MX-2630N 4 Konica •'BIZHUB C224 PRINTER/COPIER DF-624 Reverse Auto Doc Feeder FK-511 Fax Kit 1200 NATIONAL CITY BLVD Property Evidence 1,237 701 Sharp MX-2630N 5 Konka ••BIZHUB C360 PRINTER/COPIER FK-502 Fax Kit FS-527 Finisher DF-617 Reverse Auto Doc Feeder MK-720 Fax Connection (PCI) 2333 EUCUD AVE Fire a 34 384 238 Sharp MX-3050V 6 Konica ••BIZHUB C360 PRINTER/COPIER FK-502 Fax KIt FS-527 Finisher DF-617 Reverse Auto Doc Feeder MK-720 Fax Connection (PCI) 343 E 16TH ST Fire a 31 2,127 806 Sharp MX-3050V Sharp MX-3050V 7 Konka "BIZHUB C360 PRINTER/COPIER FK-502 Fax Kit DF-617 Reverse Auto Doc Feeder FS-529 Inner Staple Finisher MK-720 Fax Connection (PCI) 140 E 12TH ST HR 3,779 1,746 8MK-720 Konica ••BIZHUB C452 FK-502 Fax Kit LU-301 Large Capacity Unit FS-527 Finisher Fax Connection (PCI) PK-517 2/3-Hole Punch KIt SA-502 Scan Acceleration Kit 1243 NATIONAL CITY BLVD City Mgr Attorney 7,353 1,208 Sharp MX- 4050V 9 Konica '•blzhub C552 Printer/Copier FK-502 Fax Kit LU-301 Large Capacity Unit FS-527 Finisher MK-720 Fax Connection (PCI) PK-517 2/3-Hole Punch Kit SA-502 Scan Acceleration Kit 1243 NATIONAL CITY BLVD FINANCE 10,326 9,197 Sharp MX- 5050V 10 Konica "blzhub C552 Printer/Copier FK-502 Fax Kit LU-301 Large Capacity Unit FS-527 Finisher MK-720 Fax Connection (PCI) PK-517 2/3-Hole Punch Kit SA-502 Scan Acceleration Kit 1200 NATIONAL CITY BLVD PD Report Writing 2,612 2,743 Sharp MX-5050V 11 Konka " BIZHUB C654 PRINTER/COPIER LU-301 Large Capacity Unit FS-535 100 Sheet Stapling Finisher PK-521 2/3-Hole Punch Kit 1200 NATIONAL CITY BLVD PD 2 Admin 3,945 1,749 Sharp MX-6070V 12 Konica ••BIZHUB C654 PRINTER/COPIER Ext keyboard (Cherry G84-4100LCAUS-2) LU-301 Large Capacity Unit FS-535 100-Sheet Stapling Finisher SD-512 Saddle Stitcher PK-521 2/3-Hole Punch Kit FK-511 Fax Kit KH-102 Keyboard Holder 1200 NATIONAL CITY BLVD RECORDS 10,504 2,861 Sharp MX-6580N EXHIBIT A Exhibit A - Sharp Replacement Models # Mnf Model Serial # Accessories Location 1 Location 2 Monthly Average B&W Prints Monthly ISharp Average Color Prints Replacement Model 13 Konica ""BIZHUB C754 PRINTER/COPIER A2X0011000635 Ext keyboard (Cherry G84- 4100LCAUS-2)LU-301 Large Capacity Unit FS-535 100-Sheet Stapling Finisher SD-512 Saddle Stitcher PK-521 2/3-Hole Punch Kit FK-511 Fax Kit KH-102 Keyboard Holder 140 E 12TH ST STE B 15,658 6,076 Sharp MX-7S80N 14 Konica "'BIZHUB C754 PRINTER/COPIER A2X0011000842 ZU-606 Z-FoldUnit FS-535 100-Sheet Stapling Finisher SD-512 Saddle Stitcher PK-521 2/3-Hole Punch Kit ADD — 3,500 LCC 1243 NATIONAL CITY BLVD 19,797 12,504 Sharp MX-7580N 15 Konica BIZHUB 223 A1UG011019264 FS-529 Inner Staple Finisher DF-621 Document Feeder FK-508 Fax Kit MK-726 Fax Mount Kit 1200 NATIONAL CITY BLVD PD Traffic 641 - Sharp MX-266N 1200 NATIONAL CITY BLVD PD Investigations 9 - 16 HP LASERJET 2430 GNGKC04535 1401 NATIONAL CITY BLVD 789 - 17 HP LASERJET4050 USCC094668 1200 NATIONAL CITY BLVD PD Investigations - - 18 HP LASERJET4100 USJNH17059 1200 NATIONAL CITY BLVD PD Investigations - - 19 HP LASERJET4100 USJNH17307 1200 NATIONAL CITY BLVD PD Investigations - - 20 HP LASERJET4100 USLND14145 1200 NATIONAL CITY BLVD PD Investigations 3 - 21 HP LASERJET P2055D VNB3T01721 1200 NATIONAL CITY BLVD PD Investigations 2,368 - 22 HP LASERJET P4015 CNDY853913 1200 NATIONAL CITY BLVD PD Investigations 5,446 - 23 HP LASERJET P4015 CNDY854123 DF-624 Reverse Auto Doc Feeder 1401 NATIONAL CITY BLVD Ubrary Copy Rm - - Sharpp MX-2630 & ACDI EX- Coln Op System 24 Konica "BIZHUB C224 PRINTER/COPIER2000 A4FM011000573 25 Konica "`812HUB C224 PRINTER/COPIER A4FM011000615 DF-624 Reverse Auto DocFeeder 1401 NATIONAL CITY BLVD Ubrary Childrens Public - Shap MXr2630 & EX- ACDI z000 Coln Op System 26 Konica "BlZHU PRINT0 ER/COPIER AOED011028493 PRTON RMT SUBSCRT MAINTP Printeron UC per Additional MFP Hosted Printeron LIC MFP Encoding of Magnetic Stripe ITC Remote Software Instalation KMBS Installation for ITC System 1580U Cash Card Loader 1535 Mag Card Series Adv Mini Till 1500 Mag Stripe RDR ADV: RS-232: USB: TTL ITC4035 Programming Keypad ITC Maint Contract Print Manager - Client Release Station Generic Mag card with ITC Logo ITC 5420U-102-F CN/BLL/CRD Fusion:Futl ITC 1500/54X0 Cable MK-720 Fax Connection (PCI) FS- 529 Inner Staple Finisher DF-617 Reversing Auto Doc Feeder FK-502 Fax Kit 1401 NATIONAL CITY BLVD Ubrary Comp Lab - - Sharp MX-3550V & ACDI EX-2000 Coln Op System F44-602-Fax-Kit- DF-617 Reverse Auto Doc Feeder FS-529 Inner Staple Finisher MK-720 Fax Connection (PCI) 1401 NATIONAL CITY BLVD Ubrary Literacy Wings - - Sharp MX-3550V 27 Konica '*BIZHUB C360 PRINTER/COPIER A0ED011028496 F4-602 Faa-Kit DF-617 Reverse Auto Doc Feeder FS-529 Inner Staple Finisher MK-720 Fax Connection (PCI) 1401 NATIONAL CITY BLVD Library Admin - - Sharp MX-3550V 28 Konica ""BIZHUB C360 PRINTER/COPIER AOED011028497 EXHIBIT B DOCUMENTATION INSTRUCTIONS FOR LEASE NUMBER PUB 17717 The instructions listed below should be followed when completing the enclosed documentation. Documentation completed improperly will delay funding. If you have any questions regarding the instructions or the documentation, please call us. I. STATE AND GOVERNMENT LEASE -PURCHASE AGREEMENT 1. Bank Qualification Section • Read and check box if appropriate 2. Lessee Signature • Print name, title, sign and date (must be authorized officer) II. ATTACHMENT 1 — LEASE PAYMENT SCHEDULE • Print name, title, sign and date III. ATTACHMENT 2 — EQUIPMENT DESCRIPTION — (WHEN PROVIDED) • Print name, title, sign and date IV. STATE SPECIFIC ADDENDA Required for. AR, AZ, CO, FL, GA, KS, LA, MI, MN, MS, NC, NJ, NY, OH, OK, & TX • Print name, title, sign, date and attest when required V. ACCEPTANCE CERTIFICATE — PLEASE RETAIN UNTIL ALL EQUIPMENT HAS BEEN RECEIVED AND IS IN FULL WORKING ORDER • Print name, title, sign and date VI. 8038 OR GC — IRS FORM The enclosed form is a SAMPLE only. The actual 8038G or GC will be completed and sent to you for your signature after closing, with instructions to retum the original to us at your earliest convenience. This Is being done in accordance with the Internal Revenue Service regulations and is a requirement of this financing. VII. ADDITIONAL DOCUMENTATION THAT MUST BE SENT PRIOR TO FUNDING — (WHEN APPLICABLE) : LJ Insurance Certificate for Property — List De Lage Landon Public Finance LLC and/or Its Assigns as "loss payee" to the address listed below. The certificate must also show the physical address where the equipment is located or the phrase "throughout juris- diction" may be used. Must also list amount being financed. LI Insurance Certificate for Liability —List De Lage Landen Public Finance LLC and/or Its Assigns as "additional Insured." VI Vendor Invoice listing customer as both bill to and ship to party (to be provided by vendor) i6 Completed Billing Information form D Advance payment check made payable to De Lage Landen Public Finance LLC ❑ State sales tax exemption certificate ❑ Escrow Agreement — Return signed Escrow Agreement Incumbency Certificate & Lessee W9 El ❑ ALL DOCUMENTATION SHOULD BE RETURNED VIA FAX OR EMAIL AS FOLLOWS: Attention: Jimmy King Email: jking©leasedirect.com Lease Processing Center 1111 Old Eagle School Road Wayne, PA 19087 f::1016 WI Ripht^ Rrserved. Printed in the U. A OBPFDOL07:r7 1211E EXHIBIT B SBS, a program of De Lage Landen Public Finance LLC 1111 old Eagle School Rd Wayne PA 19087 State and Local Government Lease -Purchase Agreement PHONE: (800) 736-0220 FACSIMILE: (800) 700-4643 Full Legal Name CITY OF NATIONAL CITY Phone Number 8193364240 OBA Name (it any) PurChmt Order Redubhlon Nunt. r imno AMP,s Clay __— Sale :at 1243 NATIONAL CITY BLVD NATIONAL CITY CA 91950 Sad bestirs E Attention ol: Equtamenl Wks Model No. Pahl Numta De.:ripllon (Attach Separate Schedule If ate. ssary) o See Attachment 2 for equipment description W Q 2 cc r— a o Equipment Location W it net name as abnw) City Stale tip aett Nutattgi d Ler•e Faynent- 80 Lead Payment,. Sus Lease P,arnect Schedule AtILihed a' :tdachment 1 Full Lease Term (In t.fonll,.' 60 Patriot Frequency Vf Monthly ❑ Quarterly ❑ Sr."_lannuaey ❑ ',neatly 0 Omer End of Lease Options St By checking the bux below, VOL) hereoy ditsipnale this Ltd..' s a'q.ialllied lax-vempl obligation' a- defined in Section 26(b)(S)(B) of the Intemrl Rrvenue Code and represent that the aggrvgde t.ace amount of all tax-exempt otltgallr ns (e.cludinp private activity bondn other than qualified 501 (cj)3) bends) IssuW or to be is.,u.d by' VDU and TOUR subordinate entific during the calendar yrar in which WE fund this Lceee i • not reason.:bly expected to mewl S10,000,000. 0 Bank fluidic -Mon Elected TERMS AND CONDITIONS Please read YOUR copy of this State and Local Govemment Lease -Purchase Agreement ("Lease") carefully and feel tree to ask US any questions YOU may have about it. Words "YOU" and "YOUR" refer to the "Lessee" and the words "WE," US" and "OUR' refer to De Lade Landen Fublic Finance LLC Its successors and assigns, as the "Lessor" of the Equipment. 1. LEASE. WE agree to lease to YOU and YOU agree to lease from US, the equipment listed above (and on any attached schedule) including all replacement parts, repairs, additions and accessories ("Equipment'') on the terms and conditions of this Lease and on any attached schedule. 2. TERM. This Lease is effective on the date when the term of this Lease and YOUR obligation to pay rent commence, which date shall be the date that funds are advanced by US to YOU, the vendor of the Equipment or an escrow agent for the purpose of paying or reimbursing all or a porton of the cast of the Equipment (the "Commencement Date") and continues thereafter for an original tern ("Original Term") ending at the end of YOUR budget year in effect on the Commencement Date and may be continued by YOU for additional one-year renewal terms ("Renewal Tertns") coinciding with YOUR budget year up to the total number of months Indicated above as the Full Lease Term; provided, however, that at the end of the Original Term and at the end of each Renewal Term until the Full Lease Term has been completed, YOU shall be deemed to have continued this Lease for the next Renewal Term unless YOU shal have terminated this Lease pursuant to Section 5 or Section 17. Lease Payments will be due as set forth on Attachment 1 until the balance of the Lease Payments and any additional Lease Payments or expenses chargeable to YOU under this Lease are paid in full. As set forth n the Lease Payment Schedule, a portion of each Lease Payment is paid as, and represents payment of, Interest. YOUR obligation to pay the Lease Payments and YOUR other Lease obligations are absolute and unconditional and are not subject to cancellation, reduction, setoff or counterclaim except as provided in Section 5. THIS LEASE IS NON -CANCELABLE EXCEPT AS PROVIDED IN SECTION 5. 3. LATE CHARGES. If a Lease Payment Is not made on the date when due, YOU will pay US a late charge at the rate o118% per annum or the maximum amount permitted by law, whichever Is less, from such date. 4. CONTINUATION DF LEASE TERM. YOU currently intend, subject to Section 5, to continue this Lease through the Full Lease Term and to pay the Lease Payments hereunder. YOU reasonably believe that legally available funds In an amount sufficient to make al Lease Payments during the Full Lease Tern can be obtained. YOUR responsible financial officer shall do all things lawfully within his or her power to obtain and maintain funds from which the Lease Payments may be made, including mating provision for the Lease Payments to the extent necessary in each proposed annual budget submitted for approval in accor- dance with YOUR applicable procedures and to exhaust all available reviews and appeals if that portion of the budget is not approved. Notwithstanding the foregoing, the decision whether to budget or appropriate funds and to extend this Lease for any Renewal Term Is solely within the discretion of YOUR governing body. 5. NONAPPROPRIATION. YOU are obligated only to pay such Lease Payments under this Lease as may lawfully be made from funds budgeted and appropriated tor that purpose during YOUR then current budget year. 11 YOU fail to appropriate or otherwise make available funds to pay the Lease Payments required to be paid in the next occurring Renewal Term, this Lease shall be deemed terminated at the end of the then current Original Term or Renewal Term. YOU agree to deliver written notice to US of such termination ffi least 90 days prior to the end of the then current Original Term or Renewal Term, but failure to give such notice shall not extend the term of this Lease beyond the then current Original Term or Renewal Term. 11 this Lease is terminated In accordance with this Section, YOU agree, at YOUR cost and expense, to peaceably deliver the Equipment to US at the location or locations specified by US. 6, WARRANTIES. WE are leasing the Equipment to YOU "AS -IS" and WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PAR- TICULAR PURPOSE. WE transfer to YOU, without recourse, for the term of this Lease all warranties, if any, made by the manufacturer. YOU ALSO ACKNOWLEDGE THAT NO ONE IS AUTHORIZED TO WAIVE OR CHANGE ANY TERM, PROVISION OR C0NDfT10N OF THIS LEASE AID, EXCEPT FOR THE MANUFACTURER WARRANTIES, MAKE ANY REPRESENTATION OR WARRANTY ABOUT THIS LEASE OR THE EQUIP- MENT. WE SHALL NOT BE LIABLE FOR SPECIAL, RESULTING OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF WARRANTY OR REPRESENTATION OR RESULTING FROM THE USE OR PERFORMANCE OF THE EQUIPMENT. YOUR OBLIGATION TO PAY IN FULL ANY AMOUNT DUE UNDER THE LEASE WILL NOT BE AFFECTED BY ANY DISPUTE, CLAIM, COUNTERCLAIM, DEFENSE OR OTHER RIGHT WHICH YOU MAY HAVE OR ASSERT AGAINST THE SUPPLIER OR THE EQUIPMENT MANUFACTURER. 7. DELIVERY AND ACCEPTANCE. YOU ARE RESPONSIBLE, AT YOUR OWN COST, TO ARRANGE FORME DELIVERY AND INSTALLATION OF THE EQUIPMENT (UNI.ESS THOSE COSTS ARE INCLUDED IN THE COSTS OF THE EQUIPMENT TO US). IF REQUESTED, YOU WILL SIGN ASEPARATE EQUIPMENT DELIVERY AND ACCEPTANCE CERTIFICATE. WE MAY AT OUR DISCRETION CONFIRM BY TELEPHONE THAT YOU HAVE ACCEPTED THE EQUIPMENT AND THAT TELEPHONE VERIFICATION OF YOUR ACCEPTANCE OF THE EQUIPMENT SHALL HAVE THE SAME EFFECT AS A SIGNED DELIVERY AND ACCEPTANCE CERTIFICATE. (Terms and Conditions continued on the reverse side of this Lease.) Nu YOU awe, d all cI tee Term; and Condition: contained in brit sides a tat.: Lea e, and In any attachments to same (all of witch are Inuluded by reference) an; become part of this Lcssc. YOU acknowin de tc ha.•: read and .pc.d to all the Terms and Conditions. CC • a c.5 The Equipment Is: i NEW ❑ use) Signature at H u w (4' vs ua Title Print Nant 'r LepalMane etfrvlxratioa CITY OF NATIONAL CITY (LEASE MUST BE SIGNED BY AUTHORIZED OFFICIAL OF LESSEE) Lo:sor Stanger: hint Name Tulle For De Lage Landen Public Finance LLC Lease Number PUB 17717 Lta.n Dale ,rune 19 18 V.ndon I.O. Menhir K8516 Pero 1012 EXHIBIT B 8. TITLE, PERSONAL PROPERTY, LOCATION, INSPECTION, NO MODIFICATIONS OR ALTER- ATIONS. YOU have title to the Equipment; provided that title to the Equipment will immediately and without any action by YOU vest in US, and YOU shall immediately surrender possession of the Equipment to US, (a) upon any termination of this Lease other than termination pursuant to Section 17 or (b) if YOU are in default of this Lease. 11 Is the a llerd of the parties hereto that any transfer of title to US pursuant to this Ser}io„ shalt occur automattralty without the necessity of any bill of sale, certificate of title or utter instrument of conveyance. YOU shall, nevertheless, execute and deliver any such instruments as WE may request to evidence such transfer. As security for YOUR obliga- tions hereunder, WE retain a security interest in the Equipment and all proceeds thereof. YOU have the right to use the Equipment during the term of this Lease, except as otherwise expressly set forth in this Lease. Although the Equipment may become attached to real estate, it remains personal properly. YOU agree not to alter or modify the Equipment or permit a lien to be placed upon the Equipment or to remove the Equipment without OUR prior written consent. If WE feel it Is neces- sary, YOU agree to provide US with waivers of interest or liens from amone claiming any interest In the real estate on which any Items of Equipment Is located. WE also have the right, at reason- able times, to inspect the Equipment. 9. MAMfTENANCE. YOU are required, at YOUR own cost and expense, to keep the Equipment in good repair, condition and working order, except for ordinary wear and tear, and YOU will supply all parts and servicing required. All replacement parts used or installed and repairs made to the Equipment will become OUR property. YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR PROVIDING ANY REQUIRED MAINTENANCE AND/OR SERVICE FOR THE EQUIPMENT. YOU WILL MAKE ALL CLAIMS FOR SERV- ICE AND/OR MAINTENANCE SOLELY TO THE SUPPLIER AND/OR MANUFACTURER AND SUCH CLAIMS WILL NOT AFFECT YOUR OBLIGATION TO MAKE ALL REQUIRED LEASE PAYMENTS. 10. ASSIGNMENT. YOU AGREE NOT TO TRANSFER, SELL, SUBLEASE, ASSIGN. PLEDGE OR ENCUMBER EITHER THE EQUIPMENT OR ANY RIGHTS UNDER THIS LEASE willow- OUR PRIOR WRITTEN CONSENT. YOU agree that WE may sell, assign or transfer this Lease and, if WE do, the new owner will have the same rights and benefits that WE now have and will not have to perform any o1OUR obligations and the rights of the new e.mer will not be subject to any claims, counterclaims, defenses or set -offs that YOU may have against US. YOt t thereby appoint Municipal Reejisirar Services (the "Registrar ) as YOUR agent tor the purpose of maintaining a written record of each assignment in form necessary to comply with Section 149(a) of the Internal Revenue Code of 1986, as amended. No such assignment shall be binding on YOU until the Registrar has received written notice from the assigner of the name and address of the assignee. 11. LOSS DR DAMAGE. YOU are responsible for the risk of loss or destruction of, or damage to the Equipment. No such loss or damage relieves YOU from any obligation under this Lease. It any of the Equipment is damaged by tire nr other casualty or title to, or the temporary use of, any of the Equipment is taken under the exercise of the power of eminent domain, the net proceeds (Net Proceeds') of any insurance claim or condemnation award wit be applied to the prompt replacement, repair, restoration, modtfication or Improvement of that Equipment, unless YOU have exercised YOUR option to purchase the Equipment pursuant to Section 17. My balance of the Net Proceeds remain- ing after such work has been completed shall be paid to YOU. 12. INDEMNITY. WE are not responsible for any losses or injuries caused by the manufacture, acquisition, delivery, installation, ownership, use, lease, possession, maintenance, operation or rejec- tion of the Equipment or detects in the Equipment. To the extent permitted by law, YOU agree to reim- burse US for and to defend US against any claim for losses or injuries relating to the Equipment. This indemnity will continue even after the termination of this Lease. 13. TAXES. YOU agree to pay al applicable license and registration fees, sale and use taxes, per- sonal property taxes and all other taxes and charges, relating to the ownership, leasing, rental, sale, purchase, possession or use of the Equipment (except those based on OUR net Income). YOU agree that If WE pay any taxes or charges, YOU will reimburse US for all such payments and will pay US Interest and a late charge (as calculated in Section 3) on such payments with the next Lease Payment, plus a tee for OUR collecting and administering any taxes, assessments or tees and remitting them to the appropriate authorities. 14. INSURANCE. During the term of this Lease, YOU will keep the Equipment Insured against al risks of loss or damage In an amount not less than the replacement cost of the Equipment, without deductible and without co-insurance. YOU will also obtain and maintain for the term of this Lease, comprehensive public liability insurance covering both personal Injury and property damage of at least $100,000 per person and $300,000 per occurrence or bodly injury and $50,000 for property damage. WE wil be the sole named loss payee on the property insurance and named as an addition- al insured on the public liability insurance. YOU will pay all premiums for such Insurance and must deliver proof of Insurance coverage satisfactory to US. If YOU do not provide such insurance, YOU agree that WE have the right, but not the obligation, to obtain such insurance and add an insurance fee to the amount due from you, on which we make a profri. 15. DEFAULT, Subject to Section 5, YOU are In default of this Lease If any of the folowing occurs: (a) YOU fail to pay any Lease Payment or other sum when due; (b) YOU breach any warran- ty or other obligation under thls Lease, or any other agreement with US, (c) YOU become insolvent or unable to pay YOUR debts when due, YOU make an assignment for the benefit of creditors or YOU undergo a substantial deterioration in YOUR financial condition, or (d) YOU file or have filed against YOU a petition for liquidation, reorganization, aclustment of debt or similar relief under the Federal Bankruptcy Code or any other present or future federal or state bankruptcy or insolvency law, or a trustee, receiver or liquidator is appointed far YOU or a substantial part of YOUR assets. 16. REMEDIES. WE have the following remedies I YOU are in default of this Lease: WE may declare the entire balance of the unpaid Lease Payments forte then current Original Term or Renewal Term immediately due and payable; sue for and receive all Lease Payments and any other payments than accrued or accelerated under this Lease; charge YOU interest on all monies due US at the rate of eighteen percent (18%) per year from the date of default until paid, but in no event more than the maximum rate permitted by law; charge YOU a retum-check or non -sufficient funds charge ('NSF Charge") of $25.00 for a check that is returned for any reason; and require that YOU return the Equipment to US and, if YOU fall to return the Equipment, enter upon the premises peaceably with or without legal process where the Equipment is located and repossess the Equipment. Such return or repossession of the Equipment will not constitute a termination of this Lease unless WE expressly notify YOU in writing. If the Equipment is returned or repossessed by US and unless WE have termi- nated this Lease, WE will sel or re -rent the Equipment to any persons with any terms WE determine, at one or more public or private sales, with or without notice to YOU, and appythe net proceeds after deducting the costs and expenses of such sale or re -rent, to YOUR obligations with YOU remaining liable for any deficiency and with any excess over the amounts described in this Section plus the then applicable Purchase Price to be paid to YOU. YOU are also required 10 pay (i) all expenses incurred by US in connection with the enforcement of any remedies, including all expenses of repossessing, storing, shipping, repairing and selling the Equipment, and (I!) reasonable attorneys' fees. 17. PURCHASE OPTION. Provided YOU are not in defauh, YOU shall have the option to purchase all but not less than all of the Equipment (a) on the date the last Lease Payment is due (assuming this Lease Is renewed at the end of the Original Term and each Renewal Tenn), if this Lease is still in effect on that day, upon payment in full of Lease Payments and all other amounts then due and the payment of One Dotter to US; (b) on the last day of the Original Term or any Renewal Term then In effect, upon at least 60 days' prior written notice to US and payment in full to US of the Lease Payments and all other amounts then due plus the then applicable Purchase Price set forth on the Lease Payment Schedule; or (c) if substantial damage to or destruction or condemnation of substantially all of the Equipment iras occurred, on the day specified in YOUR written notice to US of YOUR exercise of the purchase option upon at least 60 days' prior notice to US and payment in tul to US of the Lease Payments and all other amounts then due plus the then applicable Purchase Price set forth on the Lease Payment Schedule. 18. REPRESENTATIONS AND WARRANTIES. YOU warrant and represent as follows: (a) YOU are a public body corporate and politic duly organized and existing under the constitution and laws of YOUR State with fug power and authority to enter Into this Lease and the transactions contemplated hereby and to perform all of YOUR obligations hereunder; (b) YOU have duly authorized the execu- tion and delivery of this Lease by proper action by YOUR governing body at a meeting duty called, regularly convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the valdity and enforceability o1 this Lease; (c) YOU have complied with such pub- lic bidding requirements as may be applicable to this Lease and the acquisition by YOU of the Equipment; (d) all authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by YOU of this Lease or in connection with the carrying out by YOU of YOUR obligations hereunder have been obtained; (e) this Lease constitutes the legal, valid and binding obligation of YOU enforceable In accordance with its terms, except to the extent limited by applicable bankruptcy, Insolvency, reorganization or other laws affecting creditors' rights generally; (1) YOU have, in accordance with the requirements of law, fully budgeted and appro- priated sufficient funds for the current budget year to make the Lease Payments scheduled to come due during the current budget year and to meet YOUR other obligations under this Lease for the cur- rent budget year, and those funds have not been expended for other purposes; (g) the Equipment is essential to YOUR functions or 10 the services YOU provide to YOUR citizens, YOU have an immedi- ate need for the Equipment and expect to make immediate use of the Equipment, YOUR need for the Equipment is not temporary and YOU do not expect the need for any Item of the Equipment to dimin- ish in the foreseeable future, Including the Full Lease Term, and the Equipment will be used by YOU only for the purpose of performing one or more of YOUR governmental or proprietary functions con- sistent with the permissible scope of YOUR. authority and will not be used !n the trade or business of any other entity or person; and (h) YUU have never tailed to appropriate or otherwise make available funds sufficient to pay rental or other payments coming due under any lease purchase, installment sale or other similar agreement 19. UCC FILINGS AND FINANCIAL STATEMENTS. YOU authorize US to file a financing state- ment with respect to the Equipment If WE feel it is necessary, YOU agree to submit financial state- ments (audited if available) un a quarlery basis. 20. UCC -ARTICLE 2A PROVISIONS. YOU agree that this Lease Is a Finance Lease as that term is defined in Article 2A of the Uniform Commercial Code ('UCC"). YOU acknowledge that WE have given YOU the name of the Supplier of the Equipment. WE hereby notify YOU that YOU may have rights under the contract with the Supplier and YOU may contact the Supplier for a description of any rights or warranties that YOU may have under this supply contract. YOU also waive any and a8 rights and remedies granted YOU under Sections 2A-508 through 2A-522 of the UCC, 21. TAX EXEMPTION. YOU will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), including without limitation Sections 103,141,148 and 149 thereof, and the applicable regulations thereunder to maintain the exclusion of the interest portion of the Lease Payments from gross income for purposes of federal income taxation. YOU acknowledge that these provisions of the Code provide restrictions on the use of the Equipment and the expendi- ture and Investment of money related to this Lease. YOU agree to Insure the timely and accurate fil- ing of IRS Form 8038-G or Form 8038-GC, as applicable, as required by the Code, and will fully coop- erate with US to Insure such timely and accurate filing. 22, BANK QUALIFICATION. If YOU checked the "Barks Qualification Elected" box on the front page of this Lease YOU and al YOUR subordinate entities will not issue in excess of 510,000,0D0 of qualified tax-exempt obligations (including this Lease but excluding private activity bonds other than qualified 501(c)(3) bonds) during the calendar year in which WE fund this Lease without first obtain- ing an opinion of nationally recognized counsel in the area of tax-exempt municipal obligations acceptable to US that the designation of this Lease as a'qualified tax-exempt obligation' will not be adversely affected. 23. CHOICE DF LAW; JURY TRIAL WAIVER. This Lease shal be governed and construed in accordance with the laws of the state where YOU are located. To the extent permitted by law, YOU agree to waive YOUR rights to a trial by jury. 24. ENTIRE AGREEMENT; SEVERA8ILITY; WAIVERS. This Lease contains the entire agreement and understanding. No agreements or understandings are binding on the parties unless set forth in writing and signed by the parties. My provision of this Lease which for any reason may be held unen- forceable In any jurisdiction shall, as to such jurisdiction, be ineffective without inralkdng the remain- ing provisions of this Lease. THIS LEASE IS NOT INTENDED FOR TRANSACTIONS WITH AN EQUIP- MENT COST OF LESS THAN $1,000. 25. FACSIMILE DOCUMENTATION. YOU agree that a facsimile copy of this Lease with tacslml- la signatures may be treated as an original and will be admissible as evidence of this Lease. 26. ROLE DF LESSOR. WE have not acted and will not act as a fiduciary for YOU or as YOUR agent or municipal advisor, WE have not and will not provide financial, legal, tax, accounting or other advice to YOU or to any financial advisor or placement agent engaged by YOU with respect to this Lease. YOU, YOUR financial advisor, placement agent or municipal advisor, if any, shall each seek and obtain its own financial, legal, tax, accounting and other advice with respect to this Lease from its own advlsors (including as it relates to structure, timing, terms and simlar matters). 12PFDOC223v1 Page 2 of 2 :. J16 At highls 0 erved. Prnt,d in the U.S.A. 12PF00(.,t,'A 1;,16 EXHIBIT B ATTACHMENT 1 Lease Payment Schedule STATE AND LOCAL GOVERNMENT LEASE -PURCHASE AGREEMENT LESSOR Ca Lage Landen Public Finance LLC LESSEE CITY OF NATIONAL CITY LEASE NUMBER: PUB 17717 LEASE DATE: June 19 ,20 18 Lease Payments are duo on each periodic anniversary of the Commencement Date that occurs during the Full Lease Term until all of the payments set forth below have been received by US. The period tor each periodic anniversary is monthly , as specified in the Payment Frequency box of this Lease. If the Commencement Date occurs on the 29th, 30th or 31st day of any month, the periodic anniversary will be deemed to occur on the 1st day of the month, commencing on the lst day of the second succeeding month after the month of such Commencement Date. Payment Number Rental Payment Interest Portion Principal Portion Balance Purchase Price Loan 0 0.00 0.00 145,698.52 1 2,777.16 657.21 2,119.95 143,578.57 150,039.61 2 2,777.18 647.65 2,129.51 141,449.08 147,814.27 3 2,777.16 638.05 2,139.11 139,309 95 145,578.90 4 2,777.16 628.40 2,148.76 137,161.19 143,333.44 5 2,777.18 618.70 2,158.46 135,002.73 141,077.85 8 2,777.16 808.97 2,168.19 132,834.54 138,812.09 7 2,777.16 599.19 2,177.97 130,658.57 136,536.12 8 2,777.16 589.36 2,187.80 128,468.77 134,249.86 9 2,777.16 579.49 2,197.67 126,271.10 131,953.30 10 2,777.16 569.58 2,207.58 124, 063.52 129,646.38 11 2,777.16 559,62 2,217.54 121,845.98 127,329.05 12 2,777.16 549.62 2,227.54 119,618.44 125,001.27 13 2,777.16 539.57 2,237.59 117,380.85 122,662.99 14 2,777.16 529.48 2,247.88 115,133.17 120,314.16 15 2,777.16 519.34 2,257.82 112,875.35 117,954.74 16 2,777.16 509.16 2,268.00 110,607.35 115,584.68 17 2,777.16 498.93 2,278.23 108, 329.12 113,203.93 18 2,777.16 488.65 2,288.51 106,040.61 110,812.44 19 2,777.16 478.33 2,298.83 103,741.78 108,410.16 20 2,777.16 467.96 2,309.20 101,432.58 105,997.05 21 2,777.16 457.54 2,319.62 99,112.96 103,573.64 22 2,777.16 447.08 2,330.08 96,782.88 101,138.11 23 2,777.16 436.57 2,340.59 94,442.29 98,692.19 24 2,777.16 426.01 2,351.15 92,091.14 96,235.24 25 2,777.16 415.40 2,361.76 89,729.38 93,767.20 26 2,777.16 404.75 2,372.41 87,356.97 91,288.03 27 2,777.18 394.05 2,383.11 84,973.88 88,797.68 28 2,777.16 383.30 2,393.86 82,580.00 86,296.10 29 2,777.16 372.50 2,404.66 80,175.34 83,783.23 30 2,777.18 361.65 2,415.51 77,759.83 81,259.02 31 2,777.18 350.78 2,426.40 75,333.43 78,723.43 32 2,777.16 339.81 2,437.35 72,896,08 76,176.40 33 2,777.16 328.82 2,448.34 70,447.74 73,617,89 34 2,777.16 317.77 2,459.39 67,988.35 71,047.83 35 2,777.16 306.68 2,470.48 65,517.87 68,486.17 36 2,777.18 295.54 2,481,62 63,036.25 65,872.88 Sales tax of $11,722.87 is included in the financed amount shown above. The interest rate reflected herein is provided as an Indication only and may need to be revised prior to closing. The Lessor will make reasonable efforts to maintain the rate presented herein. However, the rate may need to be revised prior to closing due to change in law or market conditions. In the event that market interest rates increase prior to the date of closing (which causes an increase in the Lessor's cost of funds), the interest rate will be Indexed to reflect adjustments to the Lender's actual cost of funds due to market and legal changes incurred since the date of this documentation. Lessee Signature: Date: Print Name: Title: Faye 1 2 •. 2012 All Rills Resu.ed. Prnl€7 in Ih6 J. < A. 12PFD0C,. 4 1112 EXHIBIT B ATTACHMENT 1 Lease Payment Schedule STATE AND LOCAL GOVERNMENT LEASE -PURCHASE AGREEMENT LESSOR' De Lade Landen Public Finance LLC LESSEE: CITY OF NATIONAL CITY LEASE NUMBER: PUB 17717 LEASE DATE June 19 20 18 Lease Payments are due on each periodic anniversary of the Commencement Date that occurs during the Full Lease Term until all of the payments set forth below have been received by US. The period for each periodic anniversary is monthly , as specified in the Payment Frequency box of this Lease. If the Commencement Date occurs on the 291h, 30th or 31st day of any month, the periodic anniversary will be deemed to occur on the 1st day o1 the month, commencing on the 1st day of the second succeeding month after the month of such Commencement Date. I'apin nr r un'4ixt Peel-41 PRyneint Interest Portion Principal Portion Balance Purchase Price 37 2,777.16 284.34 2,492.82 60,543.43 63,267.88 38 2,777.16 273.10 2,504.06 58,039.37 60,651.14 39 2,777.16 261.80 2,515.36 55,524.01 58,022.59 40 2,777.16 250.46 2,526.70 52,997.31 55,382.19 41 2,777.16 239.06 2,538.10 50,459.21 52,729.87 42 2,777.16 227.61 2,549.55 47,909.66 50,065.59 43 2,777.16 216.11 2,561.05 45,348.61 47,389.30 44 2,777.16 204.56 2,572.60 42,776.01 44,700.93 45 2,777.16 192.95 2,584.21 40,191.80 42,000.43 46 2,777.16 181.30 2,595.86 37,595.94 39,287.76 47 2,777.16 169.59 2,607.57 34,988.37 36,562.85 48 2,777.16 157.82 2,619.34 32,369.03 33,825.64 49 2,777.16 146.01 2,631.15 29,737.88 31,076.08 50 2,777.16 134.14 2,643.02 27,094.86 28,314.13 51 2,777.16 122.22 2,654.94 24,439.92 25,539.72 52 2,777.16 110.24 2,666.92 21,773.00 22,752.79 53 2,777.16 98.21 2,678.95 19,094.05 19,953.28 54 2,777.16 86.13 2,691.03 16,403.02 17,141.18 55 2,777.16 73.99 2,703.17 13,699.85 14,316.34 56 2,777.16 61.80 2,715.36 10,984.49 11,478.79 57 2,777.16 49.55 2,727.61 8,256.88 8,628.44 58 2,777.16 37.24 2,739.92 5,516.96 5,765.22 59 2,777.16 24.89 2,752.27 2,764.89 2,889.10 60 2,777.16 12.47 2,764.69 0.00 0.00 Grand Totals 166,629.60 20,931 08 145,698.52 Lessee Signature: Date: — . Print Name: Title: 'no 2 o' 2 - 1012 AN RipiL Rc-•.need Prink) in the U.'A. 12PF00C214 11/12 12PFDOC224 EXHIBIT B ATTACHMENT 2 STATE AND LOCAL GOVERNMENT LEASE -PURCHASE AGREEMENT EQUIPMENT DESCRIPTION LESSOR. De Lage Landen Public Finance LLC LESSEE CITY OF NATIONAL CITY LEASE NUMBER: PUB 17717 LEASE DATE: June 19 ,20 18 Description/Serial No./Model No. Location New Sharp MX-M3050 digital copier with attachments S/N: New Sharp MX-M5050 digital copier with attachments S/N: New Sharp MX-2630 digital copiers with attachments S/N: S/N: S/N: S/N: New Sharp MX-3050V digital copiers with attachments S/N: S/N: S/N: New Sharp MX-4050V digital copier with attachments S/N: New Sharp MX-5050V digital copiers with attachments S/N: S/N: New Sharp MX-6070V digital copier with attachments S/N: New Sharp MX-6580N digital copier with attachments S/N: LESSEE Signature: Date: — Print Name: Title: Page 1 a 2 •.012 M RI I Facen90. NNW In the US.& 10PFD0C169:210/12 10PFDOC169v2 EXHIBIT B ATTACHMENT 2 STATE AND LOCAL GOVERNMENT LEASE -PURCHASE AGREEMENT EQUIPMENT DESCRIPTION LESSOR- De Lage Landen Public Finance LLC LESSEE CITY OF NATIONAL CITY LEASE NUMBER: PUB 17717 LEASE DATE: June 19 20 18 0lr;t'dy Description/Serial No./Model No. Location 2 3 New Sharp MX-7580N digital copiers with attachments SIN: SIN: New Sharp MX-266N digital copier with attachments S/N: New Sharp MX-3550V digital copiers with attachrnents S/N: S/N: SIN: LESSEE Signature: Date: Print Name: Title Pa,2 of P2012 Al AVMs Re aced. P rkd h Iht LE A. 10PF00016L 210f12 EXHIBIT B BILLING INFORMATION PLEASE COMPLETE THIS FORM AND RETURN WITH DOCUMENTS In order for De Lage Landen Public Finance_LLC to properly bill and credit your account, it is necessary that you complete this form and return it with the signed documents. Billing Name: If you would like your Invoices emailed to you in place of regular mail, please provide an email address(es) below. Billing Address 'YOUR INVOICES WILL BE EMAILED FROM INVOICEDELIVERY@PAYEREXPRESS.COM Subject line will read: Your Lease Direct Invoice is ready to vlew online! Attention: Telephone Number: FEDERAL ID#: _ SPECIAL INSTRUCTIONS Do you require a Purchase Order Number on the invoice? 11 yes, please provide PO# ❑ YES ❑ NO Is a new purchase order required tor each new fiscal period? ❑ YES ❑ NO If yes, provide month/year PO expires Are you sales tax exempt? If yes, please attach a copy of exempt certificate or direct pay permit. DYES ❑ NO Do you require any special information to establish a vendor number for 7 D YES ❑ NO If yes, please advise: Additional Comments: CONTACT INFORMATION AND QUESTIONNAIRE FOR FORM 8038-G FILINGS (required for all State and Local Government transactions) Contact Name: Title: Contact Address: _ Contact Telephone Number: Email Address: Written Tax Compliance Procedures The IRS Form 8038-G asks specific questions about whether written procedures exist with regard to compliance with the federal tax requirements for tax-exempt obligations. Please answer the following questions to help us complete the form correctly prior to your signature. Please note that your answers to these question will not impact the terms or conditions of the subject transaction: 1. Has the Lessee established written procedures designed to monitor compliance with federal tax restrictions for the term of the lease? Among other matters, the written procedures should identity a particular Individual within Lessee's organization to monitor compliance with the federal tax requirements related to use of the financed assets and describe actions to be taken in the event faiure to comply with federal tax restrictions is contemplated or discovered. YES `.� NO ❑ If YES, please attach/provide a copy. Answer the following question only it proceeds of the current financing will be funded to an ESCROW Account. The IRS Form 8038-G asks specific questions about written procedures to monitor the yield on the investment of gross proceeds of tax-exempt obligations and, as necessary, make payments of arbitrage rebate earned to the United States. 2. Has the Lessee established written procedures to monitor the yield on the Investment of proceeds of the Lease an deposit in an escrow account or similar lund prior to being spent and to ensure that any positive arbitrage rebate earned is paid to the United States? YES ❑ NO ❑ If YES, please attach/provide a copy. 11 you have further questions, please consult your regular bond or legal counsel. 08PF000O86v9 ''2016 A11 Rithns Lssr,•.d. °/nIci Ir the U. 08PFO00086rh 11/16 EXHIBIT B SBS, a program of De Lags Landen Public Finance LLC 1111 old Eagle School Rd Wayne PA 19087 Ladies and Gentlemen: ACCEPTANCE CERTIFICATE Re: State and Local Government Lease -Purchase Agreement dated as of rune 19 , 20 78 , between De Laae Landen Public Finance LLC Lessor, and CITY OF NATIONAL CITY , as Lessee. In accordance with the State and Local Government Lease -Purchase Agreement (the "Agreement"), the undersigned Lessee hereby certifies and represents to, and agrees with Lessor as follows: 1. All of the Equipment (as such term is defined in the Agreement) has been delivered, installed and accepted on the date hereof. 2. Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. 3. Lessee is currently maintaining the insurance coverage required by Section 14 of the Agreement. 4. No event or condition that constitutes, or with notice or (apse of time, or both, would constitute, an Event of Default (as defined in the Agreement) exists at the date hereof. (SEAL) 1Signature tl IPrint gi Lessee CITY OF NATIONAL CITY Date Name Title 07PFD00057v1 'r201: Al Rights fs,� rived f rimed h Ihv USA 07PFMCOSM 1W11 EXHIBIT B AMENDMENT TO STATE AND LOCAL GOVERNMENT LEASE -PURCHASE AGREEMENT This Amendment to that certain State and Local Government Lease -Purchase Agreement (together with all Exhibits and this Amendment, the "Agreement") Reference Number PUB 17717, dated as of June 19, 2018, between CITY OF NATIONAL CITY (together with its successors and assigns, "Lessee"), and DE LAGE LANDEN PUBLIC FINANCE LLC (together with its successors and assigns, "Lessor"), is incorporated in and is hereby made a part of the Agreement. Lessor and Lessee hereby agree that capitalized terms used herein and not otherwise defined herein shall have the terms assigned to such terms in the Agreement and that the following changes and additions are hereby made to the Agreement: 1. Section 2 TERM. The following is hereby added at the end of this section, "Nothwithstanding anything else in this Section, the r.:ii Lease Term shall not exceed 60 months." 2. Section 3 LATE CHARGES. This section is hereby deleted in its entirety. 3. Section 8 TITLE PERSONAL PROPERTY, LOCATION INSPECTION, NO MODIFICATIONS OR ALTERATIONS. The last sentence in this section is hereby deleted and replaced with the following, 'WE also have the right, at reasonable times, and upon reasonable notice, to inspect the Equipment." 4. Section 10 ASSIGMENT. The second sentence in this section is hereby deleted and replaced with the following, "YOU agree that WE may sell, assign or transfer this lease, after providing written notice to YOU, and, if WE do, the new owner will have the same rights and benefits that WE now have and will riot have to perform any of OUR obligations and the rights of the new owner will not be subjected to any claims, counterclaims, defenses or set -offs that You may have against US." 5. Section 12 INDEMNITY. I his section is hereby deleted in its entirety and replaced with the following, "12 Responsibility. To the extent permitted by law, and subject to principles of Sovereign Immunity, each party to this Lease agrees to be responsible for any negligent acts or omissions by or through itself or its employees and each party further agrees to defend itself and themselves and pay any judgments and costs arising out of such negligent acts or omissions, and nothing in this Lease shall impute or transfer any such responsibility from one party to the other. This Section 12 does not affect any indemnity that Sharp Electronics, through its Sharp Business Systems division, provides to the City in Sharp's June 19, 2018 Agreement with the City." 6. Section 16 REMEDIES. The following clauses are hereby deleted in their entirety, "charge YOU interest on at monies due US at the rate of eighteen percent (18%) per year from the date of default until paid, but in no event more than the maximum rate permitted by law; charge YOU a return -check or non -sufficient funds charge ("NSF Charge") of $25.00 for a check that is retumed for any reason;" 7. Section 20 UCC — ARTICLE 2A PROVISIONS. The last sentence in this section is hereby deleted In Its entirety. 8. Section 22 BANK QUALIFICATION. This section is hereby deleted in its entirety. 9. Section 23 CHOICE OF LAW; JURY TRIAL WAIVER. The second sentence in this section is hereby deleted in its entirety. Except as specifically set forth in this Amendment, all terms and conditions contained in the Agreement remain ir: full force and effect and are hereby ratified and confirmed. LESSOR:DE LAGE LANDEN PUBLIC FINANCE LLC LESSEE: CITY OF NATIONAL CITY BY: BY: X AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE BY: BY: PRINTED NAME AND TITLE PRINTED NAME AND TITLE ADDRESS: 1111 Old Eaele School Rd ADDRESS: 1243 National City Blvd Wayne, PA 19087 National City, CA 91950 DATE: DATE: AC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 05.24/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh USA Inc. Japan Client Services 1166 Avenue of the Americas, 36th Floor New York, NY 10036 Attn: NewYork.Certs@marsh.com Fax: 212-948-0500 INSURED Sharp Electronics Corporation 100 Paragon Drive Montvale, NJ 07645 VERAGES CERTIFICATE NUMBER: CONTACT NAME: PHONE lA/C No Ext): E-MAIL ADDRESS: FAX (A/C, No): INSURER(S) AFFORDING COVERAGE INSURER A : Sompo America Insurance Company INSURER B : Mitsui Sumitomo Insurance Company Of America INSURER C : National Union Fire Insurance Co. Of Pittsburgh, PA INSURER D : INSURER E : INSURER F : NYC-010293643-02 NAIC N 11126 20362 19445 REVISION NUMBER: 4 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY GDL40002C0 10/01/2017 10/01/2018 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RETED PREMISES (Ea occurrence) $ 1,000,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES , jEC07 PER: LOC PRODUCTS - COMP/OP AGG $ 3,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO OWNED - _ SCHEDULED AUTOS NON -OWNED AUTOS ONLY ACV41064M0 10/01/2017 10/01/2018 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ A X UMBRELLA LIAB EXCESS LIAB X O OCCUR CLAIMS -MADE CPU40752A0 10/01/2017 10/01/2018 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 $ DED RETENT ON $ 0 B B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N NIA WCP8530020 (AOS) WCP9110029 (ME, ID) 06/01/2017 06/01/2017 06/01/2018 06/01/2018E.L. x PER STATUTE OTH- ER EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 $ C E&O 017716881 08/01/2017 08/01/2018 Limit SIR 2,000,000 150,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of National City, its elected officials, officers, agents and employees are included as additional insured (except Workers' Compensation and E&0) where required by written contract. Waiver of subrogation is applicable where required by written contract. CERTIFICATE HOLDER CANCELLATION City of National City c/o Risk Manager 1243 National City Blvd National City, CA 91950-4301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Teresa Gerwycki-Chaves © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Sornpo Japan Nipponkoa Sompo Japan Nipponkoa America This Endorsement Changes the Policy. Please Read It Carefully. COMMERCIAL AUTOMOBILE ENHANCEMENT This endorsement modifies coverage provided under the following: BUSINESS AUTO COVERAGE FORM 1. BROADENED INSURED COVERAGE Under Section II — COVERED AUTOS LIABILITY COVERAGE, the following changes are made: A. BROAD NAMED INSURED The following is added to A. Coverage, paragraph 1. Who Is An Insured: d. Any legally incorporated entity of which you own more than 50% of the voting stock on the effective date of this coverage part is an insured. B. ADDITIONAL INSUREDS — BY CONTRACT, AGREEMENT OR PERMIT The following is added to A. Coverage, paragraph 1. Who Is An Insured: e. Any person or organization, not otherwise identified as an "insured" in this coverage or by endorsement to this coverage, that you are required by written contract, written agreement or written permit to name as an "insured". The insurance provided under item B. above applies on a primary basis if that is required by the written contract, written agreement or written permit. Coverage under this provision is limited to the minimum limits of liability stipulated in that written contract, written agreement or written permit or the amount of loss not to exceed the Limit of Liability shown in the Declarations, whichever is less. C. EMPLOYEES AS INSUREDS The following is added to A. Coverage, paragraph 1. Who Is An Insured: f. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D. FELLOW EMPLOYEE COVERAGE B. Exclusions, paragraph 5. Fellow Employee is deleted and replaced with the following: "Bodily injury" to: a. Any fellow "employee" of the ''insured" arising out of and in the course of the fellow "employee's' employment or while performing duties related to the conduct of your business; or b. The spouse, child, parent, brother or sister of that fellow "employee" as a consequence of Paragraph a. above. SCA 01 002 1013 Includes copyrighted material of Insurance 5ewices Office, Inc. with its permission Page 1 of 4 9 soJapan Nipponkoa SompoJapan Nipponkoa America However, we will cover "bodily injury" caused by your "employee" to his or her fellow "employee" if the "bodily injury" results from the use of a covered "auto" you own or hire. 2. ADDITIONAL SUPPLEMENTARY PAYMENTS Section II — COVERED AUTOS LIABILITY COVERAGE, A. Coverage, paragraph 2.a. Coverage Extensions, Supplementary Payments, items (2) and (4) are deleted and replaced by the following: (2) Up to $5000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. 3. KNOWLEDGE AND NOTICE OF OCCURRENCE Section IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions, paragraph 2. Duties In The Event Of Accident, Claim, Suit Or Loss, item a, is deleted and replaced by the following and item d. is added: a. In the event of an "accident", claim, "suit" or "loss" you must give us or our authorized representative prompt notice of the "accident" or "loss" when the "accident", claim, "suit" or `loss" is known to: (1) (2) (3) (4) (5) (6) You, if you are an individual; A partner, if you are a partnership or joint venture; An "executive officer" or director if you are a corporation; A member, if you are a limited liability company; A trustee if you are a trust; or An "employee" designated by you to give us such a notice. This notice should include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. d. Your rights afforded under this policy will not be prejudiced if you fail to give us notice of an "accident", claim, "suit" or "loss", solely due to your reasonable and documented belief that the "bodily injury" or "property damage" is not covered under this policy. 4. WAIVER OF SUBROGATION The following is added to Section IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions, paragraph 5. Transfer of Rights of Recovery Against Other To Us: SCA 01 002 1013 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page 2of4 SompoJapan Nipponkoa America If the insured has waived those rights prior to the "accident" or "loss", our rights are waived also. 5. UNINTENTIONAL ERRORS AND OMISSIONS The following is added to Section IV - BUSINESS AUTO CONDITIONS, B. General Conditions, paragraph 2. Concealment, Misrepresentation Or Fraud: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy, provided such failure is not intentional. However, we reserve the right to charge additional premium for any such hazard. 6. BROADENED PHYSICAL DAMAGE COVERAGE Under Section III — PHYSICAL DAMAGE COVERAGE, the following changes are made: A. WAIVER OF DEDUCTIBLE —GLASS REPAIR The following is added to D. Deductible: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. B. ADDITIONALTRANSPORTATION EXPENSES A. Coverage, 4. Coverage Extensions, paragraph a. Transportation Expenses is deleted and replaced by the following: We will pay up to $50 per day to a maximum of $1500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes Of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". C. ADDITIONAL LOSS OF USE EXPENSES A. Coverage, 4. Coverage Extensions, paragraph b. Loss Of Use Expenses is deleted and replaced by the following: For Hired Auto Physical Damage, we will pay expenses for which an "insured' becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations Indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $1500. SCA 01 002 1013 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 3 of 4 Sompo Japan Nipponkoa America D. COST TO RECOVER STOLEN AUTO The following is added to A. Coverage, 4. Coverage Extensions. We will pay reasonable and necessary expenses incurred by you to return a stolen, covered "auto" from the place where it is recovered to its usual garaging place. The most we will pay for such expenses is $1000. This Coverage Extension does not apply if your business is selling, servicing or repairing "autos". E. PERSONAL EFFECTS COVERAGE The following is added to A. Coverage, 4. Coverage Extensions. In the event of a total theft of a covered "auto", we will pay for personal effects owned by an "insured" and in or on the covered "auto" at the time of "loss". The most we will pay for such personal effects is $500 per "loss". No deductibles apply to this Personal Effects Coverage. F. AIRBAGS —ACCIDENTAL DISCHARGE COVERAGE The following is added to B. Exclusions, paragraph 3. This exclusion does not apply to the accidental discharge of an airbag caused by or arising from mechanical or electrical breakdown, provided the covered "auto" does not also incur other physical damage. The most we will pay for such "loss" is $1000. This coverage is excess over any other collectible insurance or warranty. No deductibles apply to this Airbags — Accidental Discharge Coverage. G. VEHICLE WRAP COVERAGE The following is added to A. Coverage, 4. Coverage Extensions. In the event of a total "loss" to a covered "auto" and in addition to the actual cash value of the covered "auto', we will pay up to $1000 to repair or replace vehicle wraps displayed on the "auto" at the time of "loss". The most we will pay under the Vehicle Wrap Coverage is $5000 for any one "loss", regardless of the number of covered "autos" deemed a total "loss". For the purpose of this coverage, vehicle wraps are full color, graphic images printed on vinyl film and attached to an "auto". 7. ADDITIONAL DEFINITIONS The following is added to Section V — DEFINITIONS: "Executive Officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any similar governing document. This endorsement forms a part of Policy Number: ACV41064M0 Insured: Sharp Electronics Corporation SCA 01 002 1013 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Effective Date: 10/1/16 Page 4 of 4 This Endorsement Changes the Policy. Please Read It Carefully. COMMERCIAL GENERAL LIABILITY ENHANCEMENT This endorsement modifies coverage provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART (OCCURRENCE VERSION) 1. NON -OWNED WATERCRAFT Under SECTION I —COVERAGE A., paragraph 2, Exclusions, item (2) (a) of the Aircraft, Auto or Watercraft exclusion is replaced by the following: (2) A watercraft you do not own that is: (a) Less than 75 feet long; and This provision does not apply if the insured has any other insurance for "bodily injury" or "property damage" that would also apply to this extension of coverage, or would apply except for the exhaustion of its limits whether the other insurance is primary, excess. contingent or on any other basis. 2. PROPERTY DAMAGE COVERAGE EXTENSIONS A. Under SECTION I - COVERAGE A, paragraph 2. Exclusions, the Damage To Property exclusion is replaced by the following: j. Damage To Property "Property Damage' to (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should reasonably have been known by you, at the time the property was transferred or abandoned; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III — Limits of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. SG L 02 001 0614 Includes copyrighted material of Insurance Page 1 of 9 Services Office, Inc, with its permission, Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3), (4) and (6) of this exclusion do not apply to "property damage" arising out of the use of an elevator at premises you own, rent or occupy. This insurance is excess over any valid and collectible insurance available to any insured whether primary, excess or contingent. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". B. The following is added to the Damage to Your Product exclusion: This exclusion does not apply to "property damage" to "your product" while on, being moved onto or off of an elevator; or liability assumed under a sidetrack agreement. This insurance is excess over any other valid and collectible insurance available to any insured whether primary, excess or contingent. C. Under Section I — COVERAGE A, the last paragraph after the exclusions is replaced by the following: Exclusions c. through n. do not apply to damage to premises by fire, lightning, explosion, smoke or leakage from fire protective systems while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — Limits of Insurance. This limit will apply to all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke or leakage from fire protective systems or any combination of the five. D. Under SECTION III — LIMITS OF INSURANCE, item 6. is amended as follows: 6. Subject to paragraph 5. above, the higher of: a $500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke or leakage from fire protective systems, while rented to you or temporarily occupied by you with permission of the owner. E. Under Section IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, paragraph b. (1) (a) (ii) under the Other Insurance condition is replaced by the following: (ii) That is Fire, Lightning, Explosion, Smoke or Leakage from Fire Protective Systems insurance for premises rented to you or temporarily occupied by you with permission of the owner; F. Under SECTION V — DEFINITIONS, paragraph a. of the Insured Contract definition is replaced by the following: a A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke or leakage from fire protective systems to premises SGL 02 001 0614 Includes copyrighted material of Insurance Page 2 of 9 Services Office, Inc., with its permission. while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract". The coverage provided under provision 2. C. through F. above does not apply if Damage To Premises Rented To You of COVERAGE A is excluded either by the provisions of the Coverage Part or by endorsement. 3. BROAD FORM PERSONAL AND ADVERTISING INJURY A. Under SECTION I —COVERAGE B - PERSONAL AND ADVERTISING INJURY LIABILITY, the Contractual Liability exclusion is deleted. B. Under SECTION V — DEFINITIONS, the following paragraph is added to the definition of "personal and advertising injury": h. Vicarious liability for discrimination or humiliation (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; (b) Any "executive officer", director, stockholder, partner, spouse of a partner, member, spouse of a member, manager or trustee of the insured; and (2) Not related directly or indirectly to an "employee" or to the employment, prospective employment or termination of employment of any person by an insured. Provision 3. above does not apply if COVERAGE B — PERSONAL AND ADVERTISING INJURY LIABILITY is excluded either by the provisions of the Coverage Part or by endorsement. 4. MEDICAL PAYMENTS —INCREASED LIMITS A. Under SECTION I - COVERAGE C - MEDICAL PAYMENTS, item 1. a. (3) (b) is replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and B. Under SECTION III — LIMITS OF INSURANCE, paragraph 7 is replaced by the following: 7. Subject to Paragraph 5. above, the higher of: a. $15,000; or b. The amount shown in the Declarations for Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. This coverage does not apply if Coverage C — Medical Payments is excluded either by the provisions of the Coverage Part or by endorsement. 5. SUPPLEMENTARY PAYMENTS INCREASED LIMITS Under SUPPLEMENTARY PAYMENTS— COVERAGES A AND B, paragraphs 1.b. and 1.d. are replaced by the following: SGL 02 001 0614 Includes copyrighted material of Insurance Page 3 of 9 Services Office, Inc., with its permission. b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to fumish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. 6. BROADENED INSURED COVERAGE Under SECTION II — WHO IS AN INSURED, the following changes are made: A. BROAD NAMED INSURED The following is added: Any legally incorporated entity of which you own more than 50% of the voting stock is an insured. However, this insurance does not apply to "bodily injury' or "property damage" that occurred before you acquired or formed the organization or "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. Coverage for any such organization will cease as of the date during the policy period on which you no longer maintain more than 50% of the voting stock. This provision does not apply to any person or organization for which coverage is excluded. B. PARTNERSHIPS AND JOINT VENTURES The last paragraph of Section II — Who Is An Insured beginning "No person or organization is an insured...." is replaced by the following: You are an insured with respect to the conduct of any current or past partnership or joint venture, but only with respect to your interest in such current or past partnership or joint venture. No other person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. This provision does not apply to any person or organization for which coverage is excluded. C. FELLOW EMPLOYEE COVERAGE Paragraph 2.a(1)(a) is replaced by the following: (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company); This provision does not apply to any person or organization for which coverage is excluded. D. INCIDENTAL MEDICAL MALPRACTICE COVERAGE The following is added to item 2.a(1)(d): However, this exclusion does not apply to the rendering or failure to render by an "employee" of yours: SGL 02 001 0614 Includes copyrighted material of Insurance Page 4 of 9 Services Office, Inc., with its permission. i. Medical, paramedical, dental, x-ray or nursing service or treatment or the furnishing of food or beverages in connection therewith; or ii. The furnishing or dispensing of drugs or medical or dental supplies; as long as you are not in the business or occupation of providing these services. This extension of coverage does not apply to punitive or exemplary damages, if coverage of such is permitted by statute or case law. The insurance provided by this extension of coverage is excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy. This provision does not apply to any person or organization for which coverage is excluded. E. NEWLY ACQUIRED ORGANIZATIONS Paragraph 3.a. is replaced by the following: a. Coverage under this provision is afforded until the end of the policy period; This provision does not apply to any person or organization for which coverage is excluded. F. MANAGERS OR LESSORS OF PREMISES Managers or lessors of yours are insureds but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you. This insurance does not apply to: 1. Any `occurrence" which takes place after you cease to be a tenant in that premises. 2. Structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor added by this provision. G. LESSORS OF LEASED EQUIPMENT Any person or organization from whom you lease equipment is an insured, but only: 1. When you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy; 2. With respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. H. USERS OF WATERCRAFT Any person. who with your consent, either uses or is responsible for the use of a watercraft is an insured, but only for their liability arising out of the use or operation of that watercraft on your behalf. SGL 02 001 0614 Includes copyrighted material of Insurance Page 5 of 9 Services Office, Inc., with its permission. I. VENDORS If this policy provides Products Liability Coverage, any vendor you are required by a written contract or written agreement to name as an additional insured is an insured, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: The insurance afforded the vendor does not apply to: a "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution and sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the products; g. Products which, after distribution or sale by you, have been labeled or re -labeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its "employees" or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in sub -paragraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. J. ADDITIONAL INSUREDS — CONTROLLING INTEREST Any person or organization who has financial control of you is an insured, but only with respect to their liability arising out of their financial control of you or premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. K. ADDITIONAL INSUREDS — BY CONTRACT, AGREEMENT OR PERMIT Item 4 is added as follows: 4. Any person or organization not otherwise identified as an insured in this coverage or covered or excluded by endorsement attached to this coverage, that you are required by written contract, written agreement or written permit to name as an insured is an insured but only with respect to "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by your acts or omissions or the acts or omissions of those acting on your behalf: SGL 02 001 0614 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6of9 a. In the performance of your work" for the additional insured(s) at the location(s) designated in the written contract, written agreement or written permit; or b. In connection with your premises owned by or rented to you. However, with respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply: (1) Unless the written contract or written agreement has been executed or the written permit has been issued prior to the "bodily injury", "property damage" or "personal and advertising injury"; (2) To "bodily injury", "property damage" or "personal and advertising injury" occurring after: (a) The termination date of any requirement to add additional insureds in any such contract, agreement or permit; or (b)The end of this policy period, whichever conies first; or (3) To the rendering or failure to render any professional service. The insurance afforded such additional insureds under items 6.F through 6.K: a Applies only to the extent permitted by law; b. If required by a written contract, written agreement or written permit, coverage provided the additional insured will not be broader than that which you are required by the written contract, written agreement or written permit to provide for such additional insureds; and c. Does not apply to any person or organization excluded in this coverage form or by endorsement to this coverage form. With respect to the insurance afforded these additional insureds under 6.F through 6.K, the following is added to Section III — Limits of Insurance: If coverage provided to any additional insured is required by a written contract, written agreement or written permit, the most we will pay on behalf of the additional insured is the amount of insurance: 1 Required by the contract, agreement or permit; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This provision will not increase the applicable Limits of Insurance shown in the Declarations. 7. PRIMARY AND NON-CONTRIBUTORY — OTHER INSURANCE CONDITION The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary and Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and SGL 02 001 0614 Includes copyrighted material of Insurance Page 7 of 9 Services Office, Inc., with its permission. (2) You have agreed in writing in a contract, agreement or permit that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. 8. KNOWLEDGE AND NOTICE OF OCCURRENCE Under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, paragraphs e. and f. are added to the Duties In The Event of Occurrence, Offense, Claim or Suit condition as follows: e. Your rights afforded under this policy will not be prejudiced if you fail to give us notice of an "occurrence", offense or claim, solely due to your reasonable and documented belief that the "bodily injury" , "property damage" or "personal and advertising injury" is not covered under this policy. f. You must give us prompt notice of an "occurrence", offense, claim or loss only when the "occurrence" offense, claim or loss is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An "executive officer" or director, if you are a corporation; (4) A member, if you are a limited liability company; (5) A trustee, if you are a trust; or (6) An "employee' designated by you to give us such a notice. 9. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to the Representations condition: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy, provided such failure is not intentional. However, we reserve the right to charge additional premium for any such hazard. 10. WAIVER OF SUBROGATION Under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to the Transfer of Rights of Recovery Against Others To Us condition: If the insured has waived those rights in a written contract, written agreement or written permit executed before loss, our rights are waived also. 11. BODILY INJURY REDEFINED Under SECTION V — DEFINITIONS, the definition of "bodily injury" is replaced by the following: 2. "Bodily injury" means bodily injury, disability, mental anguish, mental injury, shock, fright, humiliation, sickness or disease sustained by a person, including death resulting from any of these at any time. 12. MOBILE EQUIPMENT REDEFINED Under SECTION V — DEFINITIONS, paragraph f. of the definition of "mobile equipment" is replaced by the following: SGL 02 001 0614 Includes copyrighted material of Insurance Page 8 of 9 Services Office, Inc„ with its permission. f. Vehicles not described in a, b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos", unless weighing less than 10,000 pounds gross vehicle weight and designed for use off public roads: (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". (3) 13. LIBERALIZATION If we adopt a change in our forms or rules that would broaden the coverage of this policy without additional premium, the broader coverage will apply to this policy when the change becomes effective in your state. This endorsement forms a part of Policy Number: GDL40002C0 Insured: Sharp Electronics Corporation SGL 02 001 0614 Effective Date: 11/7/2017 Includes copyrighted material of Insurance Page 9 of 9 Services Office, Inc., with its permission. RESOLUTION NO. 2018 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL AUTHORIZING THE MAYOR TO EXECUTE A FIVE-YEAR AGREEMENT WITH SHARP ELECTRONICS CORPORATION FOR AN ANNUAL NOT TO EXCEED AMOUNT OF $69,000 FOR THE LEASE -PURCHASE AND SERVICE OF TWENTY MULTIFUNCTION COPIERS, AND TO EXECUTE THE STATE AND GOVERNMENT LEASE -PURCHASE AGREEMENT WITH DE LAGE LANDEN PUBLIC FINANCE, LLC, ATTACHED AS EXHIBIT "B", TO FINANCE THE LEASE -PURCHASE WHEREAS, on June 19, 2012, the City entered into a five-year lease Agreement with Konica Minolta Business Solutions USA, Inc., ("Konia") for twenty multifunction copiers, which included staff training, deliver, installation, and maintenance of the copiers that are currently located various City facilities; and WHEREAS, on June 20, 2017, the City and Konica entered into a First Amendment to the Agreement to extend the term for one year for the not to exceed amount of $98,118, and expiring on June 20, 2018; and WHEREAS, as a result of a request for proposal ("RFP") in February 2018, Sharp Electronics Corporation was selected to replace the twenty multifunction copiers; and WHEREAS, a five year Agreement with Sharp Electronics Corporation for the lease -purchase of the copiers will result in an annual cost savings of $39,000; and WHEREAS, as part of the lease -purchase of the copiers, it is necessary for the City to execute the State and Government Lease -Purchase Agreement with De Lage Landen Public Finance, LLC, for finance purposes. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute a five year Agreement with Sharp Electronics Corporation for an annual not -to -exceed amount of $69,000 for the lease -purchase and service of twenty multifunction copiers. BE IT FURTHER RESOLVED that the City Council hereby authorizes the Mayor to execute the State and Government Lease -Purchase Agreement with De Lage Landen Public Finance, LLC, which is attached to the Agreement as Exhibit "B", to finance the lease -purchase. PASSED AND ADOPTED this 19th day of June, 2018. Ron Morrison, Mayor ATTEST: APPROVED AS TO FORM: Michael R. Dalla, City Clerk Angil P. Morris -Jones City Attorney „fikAiflf AD �� `\��•• CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk SHARP ELECTRONICS CORPORATION LEASE -PURCHASE AND SERVICE AGREEMENT Multifunction Copier Machines Ron Williams (Information Technology) forwarded a fully executed duplicate original Agreement to Sharp Electronics Corporation.