HomeMy WebLinkAbout2026-27 Advanced Imaging Solutions - Printer MaintenanceMEMORANDUM
DATE: June 30, 2026
TO: Jon McMillen, City Manager
FROM: Doug Kinley III, Senior Management Analyst
,Ca Qa &a
CALIFORNIA
RE: AIS Inc., FY 2026-2027, Printer Maintenance Services
Please list the Contracting Party / Vendor Name, any change orders or amendments, and the type of services to be provided. Make
sure to list any related Project No. and Project Name.
Authority to execute this agreement is based upon:
❑ Approved by City Council on
❑ City Manager's signing authority provided under the City's Purchasing & Contracting Policy
[Resolution No. 2023-008] for budget expenditures of $50,000 or less.
❑ City Manager's signing authority provided under the City's Personnel Policy Section 3.2 for
temporary employment positions.
❑✓ Department Director's or Manager's signing authority provided under the City's Purchasing Policy
[Resolution No. 2023-008] for budget expenditures of $15,000 and $5,000, respectively, or less.
Procurement Method (one must anal
❑ Bid ❑ RFP ❑ RFQ ❑ 3 written informal bids
❑ Sole Source ❑✓ Select Source ❑ Cooperative Procurement
Requesting department shall check and attach the items below as appropriate.
❑✓ Agreement payment will be charged to Account No.: 502-0000-60662
❑✓ Agreement term: Start Date July 1, 2026
❑✓ Amount of Agreement, Amendment, Change Order, etc
End Date June 30, 2027
$15,000
REMINDER: Signing authorities listed above are applicable on the a_g_pre_pate Agreement amount, not individual
Amendments or Change Orders!
❑✓ Insurance certificates as required by the Agreement for Risk Manager approval
Approved by: Oscar Mojica Date: 6/30/2026
❑ Bonds (ori_ginals) as required by the Agreement (Performance, Payment, etc.)
❑ Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s)
NOTE. Review the "Form 700 Disclosure for Consultants" guidance to determine if a Form 700 is required pursuant
FPPC regulation 18701(2)
❑ Business License No. Expires:
❑✓ Requisition for a Purchase Order has been prepared (Agreements over $5,000) — — — —
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AGREEMENT FOR CONTRACT SERVICES
This Agreement for Contract Services (the "Agreement") is made and entered into
by and between the City of La Quinta, ("City"), a California Municipal Corporation and
Charter City organized under the Constitution and laws of the State of California with its
principal place of business at 78495 Calle Tampico, La Quinta, California 92253, and
Advanced Imaging Solutions, Inc. with a place of business at 3865 W Cheyenne Avenue,
Suite 505, North Las Vegas, NV 89032 ("Contracting Party"). The parties hereto agree
as follows:
1. SERVICES OF CONTRACTING PARTY.
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Contracting Party shall provide those services related to printer maintenance
services, as specified in the "Scope of Services" attached hereto as "Exhibit A" and
incorporated herein by this reference (the "Services"). Contracting Party represents and
warrants that Contracting Party is a provider of first-class work and/or services and
Contracting Party is experienced in performing the Services contemplated herein and, in
light of such status and experience, Contracting Party covenants that it shall follow
industry standards in performing the Services required hereunder, and that all materials,
if any, will be of good quality, fit for the purpose intended. For purposes of this Agreement,
the phrase "industry standards" shall mean those standards of practice recognized by
one or more first-class firms performing similar services under similar circumstances.
1.2 Compliance with Law. All Services rendered hereunder shall be provided
in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of
the City and any Federal, State, or local governmental agency of competent jurisdiction.
1.3 Wage and Hour Compliance. Contracting Party shall comply with applicable
Federal, State, and local wage and hour laws.
1.4 Licenses, Permits, Fees and Assessments. Except as otherwise specified
herein, Contracting Party shall obtain at its sole cost and expense such licenses, permits,
and approvals as may be required by law for the performance of the Services required by
this Agreement, including a City of La Quinta business license. Contracting Party and its
employees, agents, and subcontractors shall, at their sole cost and expense, keep in
effect at all times during the term of this Agreement any licenses, permits, and approvals
that are legally required for the performance of the Services required by this Agreement.
Contracting Party shall have the sole obligation to pay for any fees, assessments, and
taxes, plus applicable penalties and interest, which may be imposed by law and arise
from or are necessary for the performance of the Services required by this Agreement,
and shall indemnify, defend (with counsel selected by City), and hold City, its elected
officials, officers, employees, and agents, free and harmless against any such fees,
assessments, taxes, penalties, or interest levied, assessed, or imposed against City
hereunder. Contracting Party shall be responsible for all subcontractors' compliance with
this Section.
Revised — Sept. 2025
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1.5 Familiarity with Work. By executing this Agreement, Contracting Party
warrants that (a) it has thoroughly investigated and considered the Services to be
performed, (b) it has investigated the site where the Services are to be performed, if any,
and fully acquainted itself with the conditions there existing, (c) it has carefully considered
how the Services should be performed, and (d) it fully understands the facilities,
difficulties, and restrictions attending performance of the Services under this Agreement.
Should Contracting Party discover any latent or unknown conditions materially differing
from those inherent in the Services or as represented by City, Contracting Party shall
immediately inform City of such fact and shall not proceed except at Contracting Party's
risk until written instructions are received from the Contract Officer, or assigned
designee (as defined in Section 4.2 hereof).
1.6 Standard of Care. Contracting Party acknowledges and understands that
the Services contracted for under this Agreement require specialized skills and abilities
and that, consistent with this understanding, Contracting Party's work will be held to an
industry standard of quality and workmanship. Consistent with Section 1.5 hereinabove,
Contracting Party represents to City that it holds the necessary skills and abilities to satisfy
the industry standard of quality as set forth in this Agreement. Contracting Party shall
adopt reasonable methods during the life of this Agreement to furnish continuous
protection to the Services performed by Contracting Party, and the equipment, materials,
papers, and other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the Services
by City, except such losses or damages as may be caused by City's own negligence.
The performance of Services by Contracting Party shall not relieve Contracting Party from
any obligation to correct any incomplete, inaccurate, or defective work at no further cost
to City, when such inaccuracies are due to the negligence of Contracting Party.
1.7 Additional Services. In accordance with the terms and conditions of this
Agreement, Contracting Party shall perform services in addition to those specified in the
Scope of Services ("Additional Services") only when directed to do so by the Contract
Officer, or assigned designee, provided that Contracting Party shall not be required to
perform any Additional Services without compensation. Contracting Party shall not
perform any Additional Services until receiving prior written authorization through a duly
executed written amendment or change order from the Contract Officer, or assigned
designee, incorporating therein any adjustment in (i) the Contract Sum, in accordance
with Section 2.3 of this Agreement, and/or (ii) the time to perform this Agreement, which
said adjustments are subject to the written approval of Contracting Party. It is expressly
understood by Contracting Party that the provisions of this Section shall not apply to the
Services specifically set forth in the Scope of Services or reasonably contemplated
therein. It is specifically understood and agreed that oral requests and/or approvals of
Additional Services shall be barred and are unenforceable. Failure of Contracting Party
to secure the Contract Officer's, or assigned designee's written, authorization for
Additional Services shall constitute a waiver of any and all right to adjustment of the
Contract Sum or time to perform this Agreement, whether by way of compensation,
restitution, quantum meruit, or the like, for Additional Services provided without the
appropriate authorization from the Contract Officer, or assigned designee.
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1.8 Special Requirements. Additional terms and conditions of this Agreement,
if any, which are made a part hereof are set forth in "Exhibit D" (the "Special
Requirements"), which is incorporated herein by this reference and expressly made a part
hereof. In the event of a conflict between the provisions of the Special Requirements and
any other provisions of this Agreement, the provisions of the Special Requirements shall
govern.
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2.1 Contract Sum. For the Services rendered pursuant to this Agreement,
Contracting Party shall be compensated in accordance with "Exhibit B" (the "Schedule of
Compensation") in a total amount not to exceed Fifteen -Thousand Dollars ($15,000), for
the life of the Agreement, encompassing the Initial and any Extended Terms (the
"Contract Sum"), except as provided in Section 1.7. The method of compensation set
forth in the Schedule of Compensation may include a lump sum payment upon
completion, payment in accordance with the percentage of completion of the Services,
payment for time and materials based upon Contracting Party's rate schedule, but not
exceeding the Contract Sum, or such other reasonable methods as may be specified in
the Schedule of Compensation. The Contract Sum shall include the attendance of
Contracting Party at all project meetings reasonably deemed necessary by City;
Contracting Party shall not be entitled to any additional compensation for attending said
meetings. Compensation may include reimbursement for actual and necessary
expenditures for reproduction costs, transportation expense, telephone expense, and
similar costs and expenses when and if specified in the Schedule of Compensation.
Regardless of the method of compensation set forth in the Schedule of Compensation,
Contracting Party's overall compensation shall not exceed the Contract Sum, except as
provided in Section 1.7 of this Agreement.
2.2 Method of Billing & Payment. Any month in which Contracting Party wishes
to receive payment, Contracting Party shall submit to City no later than the tenth
(10th) working day of such month, in the form approved by City's Finance Director, an
invoice for Services rendered prior to the date of the invoice. Such invoice shall
(1) describe in detail the Services provided, including time and materials, and (2) specify
each staff member who has provided Services and the number of hours assigned to each
such staff member. Such invoice shall contain a certification by a principal member of
Contracting Party specifying that the payment requested is for Services performed in
accordance with the terms of this Agreement. Upon approval in writing by the Contract
Officer, or assigned designee, and subject to retention pursuant to Section 8.3, City will
pay Contracting Party for all items stated thereon which are approved by City pursuant to
this Agreement no later than thirty (30) days after invoices are received by the City's
Finance Department.
2.3 Compensation for Additional Services. Additional Services approved in
advance by the Contract Officer, or assigned designee, pursuant to Section 1.7 of this
Agreement shall be paid for in an amount agreed to in writing through a duly executed
amendment or change order by both City and Contracting Party in advance of the
Additional Services being rendered by Contracting Party. Any compensation for
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Additional Services amounting to five percent (5%) of the Contract Sum or Fifteen
Thousand Dollars ($15,000), whichever is less, may be approved by the Contract Officer,
or assigned designee. Any greater amount of compensation for Additional Services must
be approved by the La Quinta City Council, the City Manager, or Department Director,
depending upon City laws, regulations, rules and procedures concerning public
contracting. Under no circumstances shall Contracting Party receive compensation for
any Additional Services without prior written approval through a duly executed
amendment or change order for the Additional Services is obtained from the Contract
Officer, or assigned designee, pursuant to Section 1.7 of this Agreement.
3. PERFORMANCE SCHEDULE.
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement. If the Services are not completed in accordance with the Schedule of
Performance, as set forth in Section 3.2 and "Exhibit C", it is understood that the City will
suffer damage.
3.2 Schedule of Performance. All Services rendered pursuant to this
Agreement shall be performed diligently and within the time period established in "Exhibit
C" (the "Schedule of Performance"). Extensions to the time period specified in the
Schedule of Performance may be approved in writing by the Contract Officer, or
assigned designee.
3.3 Force Maieure. The time period specified in the Schedule of Performance
for performance of the Services rendered pursuant to this Agreement shall be extended
because of any delays due to unforeseeable causes beyond the control and without the
fault or negligence of Contracting Party, including, but not restricted to, acts of God or of
the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots,
strikes, freight embargoes, acts of any governmental agency other than City, and
unusually severe weather, if Contracting Party shall within ten (10) days of the
commencement of such delay notify the Contract Officer, or assigned designee, in
writing of the causes of the delay. The Contract Officer, or assigned designee, shall
ascertain the facts and the extent of delay, and extend the time for performing the
Services for the period of the forced delay when and if in the Contract Officer's judgment
such delay is justified, and the Contract Officer's determination, or assigned designee,
shall be final and conclusive upon the parties to this Agreement. Extensions to time
period in the Schedule of Performance which are determined by the Contract Officer, or
assigned designee, to be justified pursuant to this Section shall not entitle the
Contracting Party to additional compensation in excess of the Contract Sum.
3.4 Term. Unless earlier terminated in accordance with the provisions in
Article 8.0 of this Agreement, the term of this agreement shall commence on July 1, 2026,
and terminate on June 30, 2027 ("Initial Term"). This Agreement may not be extended.
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4. COORDINATION OF WORK.
4.1 Representative of Contracting Party. The following principals of Contracting
Party ("Principals") are hereby designated as being the principals and representatives of
Contracting Party authorized to act in its behalf with respect to the Services specified
herein and make all decisions in connection therewith:
(a) Maximiliano Palma
Telephone No.: (702) 725-2127
Email: mpalma@ais-now.com
It is expressly understood that the experience, knowledge, capability, and
reputation of the foregoing Principals were a substantial inducement for City to enter into
this Agreement. Therefore, the foregoing Principals shall be responsible during the term
of this Agreement for directing all activities of Contracting Party and devoting sufficient
time to personally supervise the Services hereunder. For purposes of this Agreement,
the foregoing Principals may not be changed by Contracting Party and no other personnel
may be assigned to perform the Services required hereunder without the express written
approval of City.
4.2 Contract Officer. The "Contract Officer", otherwise known as Gil
Villalpando, Director of Business Unit and Housing, or assigned designee may be
designated in writing by the City Manager of the City. It shall be Contracting Party's
responsibility to assure that the Contract Officer, or assigned designee, is kept informed
of the progress of the performance of the Services, and Contracting Party shall refer any
decisions, that must be made by City to the Contract Officer, or assigned designee.
Unless otherwise specified herein, any approval of City required hereunder shall mean
the approval of the Contract Officer, or assigned designee. The Contract Officer, or
assigned designee, shall have authority to sign all documents on behalf of City required
hereunder to carry out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability, and reputation of Contracting Party, its principals, and its
employees were a substantial inducement for City to enter into this Agreement. Except
as set forth in this Agreement, Contracting Party shall not contract or subcontract with
any other entity to perform in whole or in part the Services required hereunder without the
express written approval of City. In addition, neither this Agreement nor any interest
herein may be transferred, assigned, conveyed, hypothecated, or encumbered,
voluntarily or by operation of law, without the prior written approval of City. Transfers
restricted hereunder shall include the transfer to any person or group of persons acting in
concert of more than twenty five percent (25%) of the present ownership and/or control
of Contracting Party, taking all transfers into account on a cumulative basis. Any
attempted or purported assignment or contracting or subcontracting by Contracting Party
without City's express written approval shall be null, void, and of no effect. No approved
transfer shall release Contracting Party of any liability hereunder without the express
consent of City.
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4.4 Independent Contractor. Neither City nor any of its employees shall have
any control over the manner, mode, or means by which Contracting Party, its agents, or
its employees, perform the Services required herein, except as otherwise set forth herein.
City shall have no voice in the selection, discharge, supervision, or control of Contracting
Party's employees, servants, representatives, or agents, or in fixing their number or hours
of service. Contracting Party shall perform all Services required herein as an independent
contractor of City and shall remain at all times as to City a wholly independent contractor
with only such obligations as are consistent with that role. Contracting Party shall not at
any time or in any manner represent that it or any of its agents or employees are agents
or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Contracting Party in its business or otherwise or a joint venture or a
member of any joint enterprise with Contracting Party. Contracting Party shall have no
power to incur any debt, obligation, or liability on behalf of City. Contracting Party shall
not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. Except for the Contract Sum paid to Contracting Party as
provided in this Agreement, City shall not pay salaries, wages, or other compensation to
Contracting Party for performing the Services hereunder for City. City shall not be liable
for compensation or indemnification to Contracting Party for injury or sickness arising out
of performing the Services hereunder. Notwithstanding any other City, state, or federal
policy, rule, regulation, law, or ordinance to the contrary, Contracting Party and any of its
employees, agents, and subcontractors providing services under this Agreement shall not
qualify for or become entitled to any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the California Public Employees
Retirement System (TERS") as an employee of City and entitlement to any contribution
to be paid by City for employer contributions and/or employee contributions for PERS
benefits. Contracting Party agrees to pay all required taxes on amounts paid to
Contracting Party under this Agreement, and to indemnify and hold City harmless from
any and all taxes, assessments, penalties, and interest asserted against City by reason
of the independent contractor relationship created by this Agreement. Contracting Party
shall fully comply with the workers' compensation laws regarding Contracting Party and
Contracting Party's employees. Contracting Party further agrees to indemnify and hold
City harmless from any failure of Contracting Party to comply with applicable workers'
compensation laws. City shall have the right to offset against the amount of any payment
due to Contracting Party under this Agreement any amount due to City from Contracting
Party as a result of Contracting Party's failure to promptly pay to City any reimbursement
or indemnification arising under this Section.
4.5 Identity of Persons Performing Work. Contracting Party represents that it
employs or will employ at its own expense all personnel required for the satisfactory
performance of any and all of the Services set forth herein. Contracting Party represents
that the Services required herein will be performed by Contracting Party or under its direct
supervision, and that all personnel engaged in such work shall be fully qualified and shall
be authorized and permitted under applicable State and local law to perform such tasks
and services.
4.6 City Cooperation. City shall provide Contracting Party with any plans,
publications, reports, statistics, records, or other data or information pertinent to the
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Services to be performed hereunder which are reasonably available to Contracting Party
only from or through action by City.
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5.1 Insurance. Prior to the beginning of any Services under this Agreement and
throughout the duration of the term of this Agreement, Contracting Party shall procure
and maintain, at its sole cost and expense, and submit concurrently with its execution of
this Agreement, policies of insurance as set forth in "Exhibit E" (the "Insurance
Requirements") which is incorporated herein by this reference and expressly made a part
hereof.
5.2 Proof of Insurance. Contracting Party shall provide Certificate of Insurance
to Agency along with all required endorsements. Certificate of Insurance and
endorsements must be approved by Agency's Risk Manager prior to commencement of
performance.
6. INDEMNIFICATION.
6.1 Indemnification. To the fullest extent permitted by law, Contracting Party
shall indemnify, protect, defend (with counsel selected by City), and hold harmless City
and any and all of its officers, employees, agents, and volunteers as set forth in "Exhibit
F" ("Indemnification") which is incorporated herein by this reference and expressly made
a part hereof.
7. RECORDS AND REPORTS.
7.1 Reports. Contracting Party shall periodically prepare and submit to the
Contract Officer, or assigned designee, such reports concerning Contracting Party's
performance of the Services required by this Agreement as the Contract Officer, or
assigned designee, shall require. Contracting Party hereby acknowledges that City is
greatly concerned about the cost of the Services to be performed pursuant to this
Agreement. For this reason, Contracting Party agrees that if Contracting Party becomes
aware of any facts, circumstances, techniques, or events that may or will materially
increase or decrease the cost of the Services contemplated herein or, if Contracting Party
is providing design services, the cost of the project being designed, Contracting Party
shall promptly notify the Contract Officer, or assigned designee, of said fact,
circumstance, technique, or event and the estimated increased or decreased cost related
thereto and, if Contracting Party is providing design services, the estimated increased or
decreased cost estimate for the project being designed.
7.2 Records. Contracting Party shall keep, and require any subcontractors to
keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports
(including but not limited to payroll reports), studies, or other documents relating to the
disbursements charged to City and the Services performed hereunder (the "Books and
Records"), as shall be necessary to perform the Services required by this Agreement and
enable the Contract Officer, or assigned designee, to evaluate the performance of such
Services. Any and all such Books and Records shall be maintained in accordance with
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generally accepted accounting principles and shall be complete and detailed. The
Contract Officer, or assigned designee, shall have full and free access to such Books
and Records at all times during normal business hours of City, including the right to
inspect, copy, audit, and make records and transcripts from such Books and Records.
Such Books and Records shall be maintained for a period of three (3) years following
completion of the Services hereunder, and City shall have access to such Books and
Records in the event any audit is required. In the event of dissolution of Contracting
Party's business, custody of the Books and Records may be given to City, and access
shall be provided by Contracting Party's successor in interest. Under California
Government Code Section 8546.7, if the amount of public funds expended under this
Agreement exceeds Ten Thousand Dollars ($10,000.00), this Agreement shall be subject
to the examination and audit of the State Auditor, at the request of City or as part of any
audit of City, for a period of three (3) years after final payment under this Agreement.
7.3 Ownership of Documents. All drawings, specifications, maps, designs,
photographs, studies, surveys, data, notes, computer files, reports, records, documents,
and other materials plans, drawings, estimates, test data, survey results, models,
renderings, and other documents or works of authorship fixed in any tangible medium of
expression, including but not limited to, physical drawings, digital renderings, or data
stored digitally, magnetically, or in any other medium prepared or caused to be prepared
by Contracting Party, its employees, subcontractors, and agents in the performance of
this Agreement (the "Documents and Materials") shall be the property of City and shall be
delivered to City upon request of the Contract Officer, or assigned designee, or upon
the expiration or termination of this Agreement, and Contracting Party shall have no claim
for further employment or additional compensation as a result of the exercise by City of
its full rights of ownership use, reuse, or assignment of the Documents and Materials
hereunder. Any use, reuse or assignment of such completed Documents and Materials
for other projects and/or use of uncompleted documents without specific written
authorization by Contracting Party will be at City's sole risk and without liability to
Contracting Party, and Contracting Party's guarantee and warranties shall not extend to
such use, revise, or assignment. Contracting Party may retain copies of such Documents
and Materials for its own use. Contracting Party shall have an unrestricted right to use
the concepts embodied therein. All subcontractors shall provide for assignment to City
of any Documents and Materials prepared by them, and in the event Contracting Party
fails to secure such assignment, Contracting Party shall indemnify City for all damages
resulting therefrom.
7.4 In the event City or any person, firm, or corporation authorized by City
reuses said Documents and Materials without written verification or adaptation by
Contracting Party for the specific purpose intended and causes to be made or makes any
changes or alterations in said Documents and Materials, City hereby releases,
discharges, and exonerates Contracting Party from liability resulting from said change.
The provisions of this clause shall survive the termination or expiration of this Agreement
and shall thereafter remain in full force and effect.
7.5 Licensing of Intellectual Property. This Agreement creates a non-exclusive
and perpetual license for City to copy, use, modify, reuse, or sublicense any and all
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copyrights, designs, rights of reproduction, and other intellectual property embodied in
the Documents and Materials. Contracting Party shall require all subcontractors, if any,
to agree in writing that City is granted a non-exclusive and perpetual license for the
Documents and Materials the subcontractor prepares under this Agreement. Contracting
Party represents and warrants that Contracting Party has the legal right to license any
and all of the Documents and Materials. Contracting Party makes no such representation
and warranty in regard to the Documents and Materials which were prepared by design
professionals other than Contracting Party or provided to Contracting Party by City. City
shall not be limited in any way in its use of the Documents and Materials at any time,
provided that any such use not within the purposes intended by this Agreement shall be
at City's sole risk.
7.6 Release of Documents. The Documents and Materials shall not be
released publicly without the prior written approval of the Contract Officer, or assigned
designee, or as required by law. Contracting Party shall not disclose to any other entity
or person any information regarding the activities of City, except as required by law or as
authorized by City.
7.7 Confidential or Personal Identifying Information. Contracting Party
covenants that all City data, data lists, trade secrets, documents with personal identifying
information, documents that are not public records, draft documents, discussion notes, or
other information, if any, developed or received by Contracting Party or provided for
performance of this Agreement are deemed confidential and shall not be disclosed by
Contracting Party to any person or entity without prior written authorization by City or
unless required by law. City shall grant authorization for disclosure if required by any
lawful administrative or legal proceeding, court order, or similar directive with the force of
law. All City data, data lists, trade secrets, documents with personal identifying
information, documents that are not public records, draft documents, discussions, or other
information shall be returned to City upon the termination or expiration of this Agreement.
Contracting Party's covenant under this section shall survive the termination or expiration
of this Agreement.
8. ENFORCEMENT OF AGREEMENT.
8.1 California Law. This Agreement shall be interpreted, construed, and
governed both as to validity and to performance of the parties in accordance with the laws
of the State of California. Legal actions concerning any dispute, claim, or matter arising
out of or in relation to this Agreement shall be instituted in the Superior Court of the County
of Riverside, State of California, or any other appropriate court in such county, and
Contracting Party covenants and agrees to submit to the personal jurisdiction of such
court in the event of such action.
8.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by submitting a claim
therefore. The injured party shall continue performing its obligations hereunder so long
as the injuring party commences to cure such default within ten (10) days of service of
such notice and completes the cure of such default within forty-five (45) days after service
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of the notice, or such longer period as may be permitted by the Contract Officer, or
assigned designee; provided that if the default is an immediate danger to the health,
safety, or general welfare, City may take such immediate action as City deems warranted.
Compliance with the provisions of this Section shall be a condition precedent to
termination of this Agreement for cause and to any legal action, and such compliance
shall not be a waiver of any party's right to take legal action in the event that the dispute
is not cured, provided that nothing herein shall limit City's right to terminate this
Agreement without cause pursuant to this Article 8.0. During the period of time that
Contracting Party is in default, City shall hold all invoices and shall, when the default is
cured, proceed with payment on the invoices. In the alternative, City may, in its sole
discretion, elect to pay some or all of the outstanding invoices during any period of default.
8.3 Retention of Funds. City may withhold from any monies payable to
Contracting Party sufficient funds to compensate City for any losses, costs, liabilities, or
damages it reasonably believes were suffered by City due to the default of Contracting
Party in the performance of the Services required by this Agreement.
8.4 Waiver. No delay or omission in the exercise of any right or remedy of a
non -defaulting party on any default shall impair such right or remedy or be construed as
a waiver. City's consent or approval of any act by Contracting Party requiring City's
consent or approval shall not be deemed to waive or render unnecessary City's consent
to or approval of any subsequent act of Contracting Party. Any waiver by either party of
any default must be in writing and shall not be a waiver of any other default concerning
the same or any other provision of this Agreement.
8.5 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies
of the parties are cumulative and the exercise by either party of one or more of such rights
or remedies shall not preclude the exercise by it, at the same or different times, of any
other rights or remedies for the same default or any other default by the other party.
8.6 Legal Action. In addition to any other rights or remedies, either party may
take legal action, at law or at equity, to cure, correct, or remedy any default, to recover
damages for any default, to compel specific performance of this Agreement, to obtain
declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes
of this Agreement.
8.7 Termination Prior To Expiration of Term. This Section shall govern any
termination of this Agreement, except as specifically provided in the following Section for
termination for cause. City reserves the right to terminate this Agreement at any time,
with or without cause, upon thirty (30) days' written notice to Contracting Party. Upon
receipt of any notice of termination, Contracting Party shall immediately cease all
Services hereunder except such as may be specifically approved by the Contract Officer,
or assigned designee. Contracting Party shall be entitled to compensation for all
Services rendered prior to receipt of the notice of termination and for any Services
authorized by the Contract Officer, or assigned designee, thereafter in accordance with
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the Schedule of Compensation or such as may be approved by the Contract Officer, or
assigned designee, except amounts held as a retention pursuant to this Agreement.
8.8 Termination for Default of Contracting Party. If termination is due to the
failure of Contracting Party to fulfill its obligations under this Agreement, Contracting Party
shall vacate any City -owned property which Contracting Party is permitted to occupy
hereunder and City may, after compliance with the provisions of Section 8.2, take over
the Services and prosecute the same to completion by contract or otherwise, and
Contracting Party shall be liable to the extent that the total cost for completion of the
Services required hereunder exceeds the compensation herein stipulated (provided that
City shall use reasonable efforts to mitigate such damages), and City may withhold any
payments to Contracting Party for the purpose of setoff or partial payment of the amounts
owed City.
8.9 Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this
Agreement, the prevailing party in such action or proceeding, in addition to any other relief
which may be granted, whether legal or equitable, shall be entitled to reasonable
attorneys' fees; provided, however, that the attorneys' fees awarded pursuant to this
Section shall not exceed the hourly rate paid by City for legal services multiplied by the
reasonable number of hours spent by the prevailing party in the conduct of the litigation.
Attorneys' fees shall include attorneys' fees on any appeal, and in addition a party entitled
to attorneys' fees shall be entitled to all other reasonable costs for investigating such
action, taking depositions and discovery, and all other necessary costs the court allows
which are incurred in such litigation. All such fees shall be deemed to have accrued on
commencement of such action and shall be enforceable whether or not such action is
prosecuted to judgment. The court may set such fees in the same action or in a separate
action brought for that purpose.
9. CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
9.1 Non -liability of City Officers and Employees. No officer, official, employee,
agent, representative, or volunteer of City shall be personally liable to Contracting Party,
or any successor in interest, in the event or any default or breach by City or for any amount
which may become due to Contracting Party or to its successor, or for breach of any
obligation of the terms of this Agreement.
9.2 Conflict of Interest. Contracting Party covenants that neither it, nor any
officer or principal of it, has or shall acquire any interest, directly or indirectly, which would
conflict in any manner with the interests of City or which would in any way hinder
Contracting Party's performance of the Services under this Agreement. Contracting Party
further covenants that in the performance of this Agreement, no person having any such
interest shall be employed by it as an officer, employee, agent, or subcontractor without
the express written consent of the Contract Officer, or assigned designee. Contracting
Party agrees to at all times avoid conflicts of interest or the appearance of any conflicts
of interest with the interests of City in the performance of this Agreement.
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No officer or employee of City shall have any financial interest, direct or
indirect, in this Agreement nor shall any such officer or employee participate in any
decision relating to this Agreement which effects his financial interest or the financial
interest of any corporation, partnership or association in which he is, directly or indirectly,
interested, in violation of any State statute or regulation. Contracting Party warrants that
it has not paid or given and will not pay or give any third party any money or other
consideration for obtaining this Agreement.
9.3 Covenant against Discrimination. Contracting Party covenants that, by and
for itself, its heirs, executors, assigns, and all persons claiming under or through them,
that there shall be no discrimination against or segregation of, any person or group of
persons on account of any impermissible classification including, but not limited to, race,
color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry in
the performance of this Agreement. Contracting Party shall take affirmative action to
ensure that applicants are employed and that employees are treated during employment
without regard to their race, color, creed, religion, sex, marital status, sexual orientation,
national origin, or ancestry.
10. MISCELLANEOUS PROVISIONS.
10.1 Notice. Any notice, demand, request, consent, approval, or communication
either party desires or is required to give the other party or any other person shall be in
writing and either served personally or sent by prepaid, first-class mail to the address set
forth below. Either party may change its address by notifying the other party of the change
of address in writing. Notice shall be deemed communicated forty-eight (48) hours from
the time of mailing if mailed as provided in this Section.
To City:
CITY OF LA QUINTA
Attention: Gil Villalpando
78495 Calle Tampico
La Quinta, California 92253
To Contracting Party:
AIS, INC.
Attention: Francine Do, CFO
3865 W Cheyenne Ave, Ste 505, North
Las Vegas, NV 89032
10.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of this Agreement or any other rule of
construction which might otherwise apply.
10.3 Section Headings and Subheadings. The section headings and
subheadings contained in this Agreement are included for convenience only and shall not
limit or otherwise affect the terms of this Agreement.
10.4 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, and such counterparts shall constitute one and
the same instrument.
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10.5 Integrated Agreement. This Agreement including the exhibits hereto is the
entire, complete, and exclusive expression of the understanding of the parties. It is
understood that there are no oral agreements between the parties hereto affecting this
Agreement and this Agreement supersedes and cancels any and all previous
negotiations, arrangements, agreements, and understandings, if any, between the
parties, and none shall be used to interpret this Agreement.
10.6 Amendment. No amendment to or modification of this Agreement shall be
valid unless made in writing and approved by Contracting Party and by the City Council
of City. The parties agree that this requirement for written modifications cannot be waived
and that any attempted waiver shall be void.
10.7 Severability. In the event that any one or more of the articles, phrases,
sentences, clauses, paragraphs, or sections contained in this Agreement shall be
declared invalid or unenforceable, such invalidity or unenforceability shall not affect any
of the remaining articles, phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out
the intent of the parties hereunder unless the invalid provision is so material that its
invalidity deprives either party of the basic benefit of their bargain or renders this
Agreement meaningless.
10.8 Unfair Business Practices Claims. In entering into this Agreement,
Contracting Party offers and agrees to assign to City all rights, title, and interest in and to
all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or
under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of
Division 7 of the Business and Professions Code), arising from purchases of goods,
services, or materials related to this Agreement. This assignment shall be made and
become effective at the time City renders final payment to Contracting Party without
further acknowledgment of the parties.
10.9 No Third -Party Beneficiaries. With the exception of the specific provisions
set forth in this Agreement, there are no intended third -party beneficiaries under this
Agreement and no such other third parties shall have any rights or obligations hereunder.
10.10 Authority. The persons executing this Agreement on behalf of each of the
parties hereto represent and warrant that (i) such party is duly organized and existing,
(ii) they are duly authorized to execute and deliver this Agreement on behalf of said party,
(iii) by so executing this Agreement, such party is formally bound to the provisions of this
Agreement, and (iv) that entering into this Agreement does not violate any provision of
any other Agreement to which said party is bound. This Agreement shall be binding upon
the heirs, executors, administrators, successors, and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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Docusign Envelope ID: 0313C815-FC00-8ABB-8261-15AC56560199
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
stated below.
CITY OF LA QUINTA,
a California Municipal Corporation
JON ILLEN, City Manager
y of La Quinta, California
Dated: /2-02-(0
ATTEST:
MONIKA RADEV , City Jerk
City of La Quinta, California
APPROVED AS TO FORM:
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
-14-
CONTRACTING PARTY:
By:_[oocusgneaoy:
�ramcikc, 06
Name'."°FY611cine Do
Title: Chief Financial Officer
By:
Name:
Title:
Docusign Envelope ID: 0313C815-FC00-8ABB-8261-15AC56560199
Exhibit A
Scope of Services
[See Attached]
Exhibit A
Page 1 of 1 Last revised summer 2017
Docusign Envelope ID: 0313C815-FC00-8ABB-8261-15AC56560199
EXHIBIT A - SCOPE OF SERVICES
o - �� ,• � , .�� � G1 �`'=xis � i 1� �
1
Create *Collaborate* Connect • Communicate
Client:
City of La Quinta
City Hall
' By:
PROPOSALMaximiliano Palma
mpalma@ais-now.com
ONE COMPANY, MANYSOLUTIONS
Docusign Envelope ID: 0313C815-FC00-8ABB-8261-15AC56560199
:reate • Collaborate • Connect e Communicate
Optimizing Technology
For All Businesses
For over 20 years, we've provided office technology solutions for
businesses of all kinds —large and small.
Your Success Is at the Heart of Our Core Values
Welnsbll six malorcori, values within our employee to provide technology that works with service
you ll Wl in love with.
Responsiveness
We responded to over 29,800 service calls within the last year,
d p � in 6e3 n � Surpass wereour first -call resolution was sOver 78,000 service calls
answered In two hours or less
when the competition
claims they'll be there in under four hours.
Adapt
We enl,y sbaess bemuse we are
willing to embrace change- We are
proaRive and respontl to unforeseen
events with a positive attitude and
willing spin,.
J QI
Nurturing
We help others succeed through our
a ions and words by proactively
, aching out and helping colleagues.
We provide prase and recognition
while encouraging teamwork. We treat
everyone with r,Vm and courtesy.
Intel surpass
We eins,reme thmgswesay and the we gi—he extra degree In all we do Quick Resolution
things we do align to represent the by working hard and serving our We invest in five Key Performance Indicators because they
banerwhoweare. Wearehanen, N omers above A else. ensure that we can respond to service calls and resolvethem
responsible and do wnars rignc. We because we've got the parts in stock. We focus on technician
have the courage. say no when
needei education because technology changes rapidly and they need
to keep their knowledge sharp.
Optimism WOM
One-Call Resolution
r`We continue to improve this metric year after year. 9296of
service calls are resolved in a single visit. That means you
return to full productivity after ONE call.
Optlmistic wow:
We choose[, be ch,,rf land We always stnve to provide a WOW
perslstent while maintaining a posltive experience! We are passionate about
a[bfude. We[ urn nega[Ives into our goals antl always a-ummate
poslbves. prafessl,nal a allwe do.
AIS Net Promoter Score
The Net Promoter Score (li measures consumer
Accurate Invoicing
We focus on billing accuracy - 98.5% of our invoices were
accepted without question by our customers because they
were 100%accurate.
loyalty by looking at their likelihood of recommending
AIS eNP 000a
�
a business. This dedication metric holds companies Amaran m
- ea
and employees accountable for how they treat LNobile Q t'
USAA p 15
Sauthwe,t 94V 't
customers. Apple 61
At AIS, we have a system that allows us to capture feedback after every
service call. Employees at all levels of the organization understand it,
which opens the door to customer -centric change and improved
performance.
$12K+ 51+ $3.8 million
in supplies for every service certifications per Supplies and equipment in
technician's vehicle technician stock in our warehouses
81.3% 120
OFFICIAL , a One call resolution Days of stock in inventory
Ud
yEGAS AIS
oo.ou .,�.,.. ONE COMPANY, MANYSOLUTIONS
Docusign Envelope ID: 0313C815-FC00-8ABB-8261-15AC56560199
Create • Collaborate • Connect • Communicate
SERVICE DETAILS
AIS Service Support Model
Advanced Imaging Solutions (AIS) utilizes a proactive service model designed to maximize
equipment uptime, reduce service interruptions, and extend the overall life of the fleet. During
every service visit, AIS technicians perform a comprehensive preventative maintenance
inspection that includes evaluation of copy quality, paper feed systems, service history, wear
components, firmware status, supply levels, and overall device condition.
This approach allows AIS to identify and address potential issues before they become
equipment failures, helping minimize future downtime and reduce repeat service calls. By
integrating preventative maintenance into active service visits, AIS can efficiently maintain
fleet performance while maximizing technician availability for critical service needs.
AIS supports this proactive approach with:
• 2-4-hour Rapid response times and prioritized emergency dispatch procedures
• Factory -trained and OEM -certified technicians
• Proactive monitoring and automated meter/supply reporting capabilities
• Scheduled firmware updates and performance optimization
• Comprehensive service history tracking and fleet reporting
• Loaner and replacement device support when necessary to maintain operational
continuity
Docusign Envelope ID: 0313C815-FC00-8ABB-8261-15AC56560199
Create • Collaborate • Connect • Communicate
Xerox Altalink C8135T2 35 PPM W/ 2 Tray
10
Xerox AltaLink C8135
Model
Module - 130 Sheet Singte Pass Document
55/55 PPM Color Advanced MFP with
Copy, Email, Print, Scan. 1200 X 1200 dpi
Resolution. Standard 1,140-sheet
1
Xerox Alta Link C8155
Model
capacity, 250-sheet output, 130-sheet
DADF. 10.1-inch Color Touchscreen
Interface.
45 PPM Color Printer. 1200 X 2400 dpi.
Xerox VersaLink
Standard 1,140 sheet capacity. 100-sheet
1
C8000DT
Model
bypass tray. 250-sheet Dual Offset Catch
Tray. 5-inch color LCD touchscreen.
36 PPM Color MFP (print, copy, scan, fax).
Single -pass duptex automatic document
7
Xerox VersaLink
Model
feeder (DADF) with —50-sheet capacity for
c405dn
efficient two-sided scanning. Standard
paper capacity of 700 sheets (550-sheet
main tray + 150-sheet bypass).
Xerox Service
ONOMWEN
$816.05/month
Xerox Alta Link C8135 & C8155
✓ 15,000 B&W copies per month with additional B&W copies billed monthly at $0.00625 per copy.
✓ 15,000 Color copies per month with additional color copies billed monthly at $0.04628 per copy.
Xerox VersaLink C8000/DT
✓ B&W copies billed monthly at $0.0163 per copy.
Color copies billed monthly at $0.1108 per copy.
Xerox Alta Link C405
✓ B&W copies billed monthly at $0.0135 per copy.
✓ Color copies billed monthly at $0.083 per copy.
Docusign Envelope ID: 0313C815-FCOO-8ABB-8261-15AC56560199
Al
0NEC0WAW,MMYSOIVTIONS
3865 W. Cheyenne Ave, Suite #505 North Las Vegas, NV 89032
Phone (855) 448-4247 1 Fax (702) 951-4300
SHIP TO
Company Name
City of La Quinta
Address
78495 Calle Tampico
La Quinta, CA 92253
Contact
Contact Method
Phone/Fax
(760)777-7000
Advanced Image Care:
Decline Maintenance:
Contract Length (months):
Contract Start Date:
Total Service:
$816.05
6/8/2026 9:19 AM
City of La Quinta - City Hall
Maximiliano Palma
MAINTENANCE AGREEMENT
BILL TO
Company Name City of La Quinta
Address 78495 Calle Tampico
La Quinta, CA 92253
® Includes allparts, labor and supplies, except paper and staples
❑ Current non agreement per call rate is up to $150 per hour with 1 hour minimum
Base Billed: Monthly
Overage Billed: Monthly
Xerox Alta LinkC8135 10
$0.00625
$0.00625
7,500
$0.04628
$0.04628
7,500
Xerox Alta LinkC8155 1
$0.00625
$0.00625
7,500
$0.04628
$0.04628
7,500
Xerox Versal-ink C8000DT 1
$0.0163
$0.0163
0
$0.1108
$0.1108
0
Xerox C405 7
$0.0135
$0.0135
0
$0.083
$0.083
0
By executing this agreement, I acknowledge that I have read and understand this agreement and I certify that I am authorized to execute this agreement on behalf of customer.
Authorized signature acknowledges terms / conditions and expiration dates or meter readings. The terms and conditions on the face and reverse side of this agreement correctly set
fourth the entire agreement between parties.
CUSTOMER• • IMAGING SOLUTIONS
Authorized Signature/Date Print Name Tale Signature Date
Docusign Envelope ID: 0313C815-FC00-8ABB-8261-15AC56560199
1. Acceptance by AIS of contract: References made to "AIS" shall mean Advanced Imaging Strategies. Machines sold by AIS are eligible for a service contract immediately upon the
expiration of the warranty period. If service contract is requested at any other time, machine must first be inspected by AIS. Customer shall bear any and all costs necessary to bring
machine up to specifications. Machines not sold initially by AIS which are accepted for a service contract after inspection is not covered for parts the first 45 days. Invoices shall be
due and payable by the customer for all equipment, accessories, supplies or maintenance purchased pursuant to this agreement (The "Goods and Services"), within the time period
specified on the front side of this document. Customer shall pay all applicable sales tax, installation and freight charges. If customer fails to make any payment when due, there will
be a service charge of five percent (5%) of the total amount due, together with an interest rate of one and one-half percent (1 %%) of the total amount due or the maximum legal rate
allowed bylaw, whichever is less. Customer shall pay a $20.00 service charge on any and all returned checks. Customer shall pay all collection expenses incurred by AIS, including
but not Limited to, court, attorneys and accounting fees, if required.
2. Taxes. Customer shall be responsible for all sales tax, use tax or other taxes (including without Limitations personal property taxes assessable on the equipment) and fees charged
relative to this agreement. Customer agrees to reimburse AIS for all amounts paid or payable by AIS in discharge of the forgoing taxes. Customer shall not be responsible for taxes
based on AIS's gross or net income.
3. Default. If Customer is in default of any term or condition, seller may cancel this agreement in whole or part at any time upon ten- (10) day's written notice. If seller cancels the
agreement the agreement will be prorated based upon the unused portion of the term of the agreement. Any amount due to seller will be invoiced and is payable upon receipt. Any
amounts due to the customer will be applied to any unpaid invoices prior to refund.
4. Business Purpose. Customer warrants and represents that the goods will be used for business purposes, and not for personal, family, or household purposes.
5. Availability: If parts become unavailable for discontinued equipment, seller reserves the right to delete said equipment in accordance with the terms of this agreement.
6. Delivery and Installation. Seller shall choose the method of delivery; seller reserves the right to deliver the goods in installments. Customer will pay an invoice when due, without
regard to delivery or non -delivery of subsequent installments. Delay in delivery of any installments shall not relieve customer of its obligations to accept remaining installments.
Equipment shall be installed in accordance with manufacture's specification. At customers sole cost and expense, customer shall insure that equipment is placed in an
environment that conforms with the manufacturer's specifications and requirements and will bear all costs and expenses for any additional necessities required for installation
such as telephone and electrical wi ring, remodeling, and noise and power filters. Any electrical work externaL to the equipment (i.e. associated peripheral equipment, power,
transmission and phone lines) and equipment line cord is not covered bythis agreement.
7. Title, Identification and risk of loss. The goods shall be identified to the contract, and risk of Loss shall pass to customer when the goods are placed in the hands of the carrier. For
goods purchased outright, title will pass to customer upon payment in full. For goods purchased on an installment payment basis title will pass to customer on the installation date.
8. Security Interest. Seller expressly reserves a security interest in the goods until payment in full has been collected and customer agrees to notify seller prior to relocation of any
goods for which seller has a security interest.
9. Warranties. Seller warrants and represents that the goods and services of all new copiers and facsimiles sold by AIS will conform to the description and specification and be free
from defects in material and workmanship for ninety- (90) days from the date of this purchase. Within this period AIS will repair said equipment without charge for parts and labor.
This ninety-(90) day period will not cover supplies normally covered under the AIS maintenance agreement unless the contract forthe maintenance agreement is signed at the point
of sale. A $125.00 per hour fee will applyto all service calls regardless of service needed outside of the maintenance agreement with an upfront one-(1) hour minimum.
10. Seller. Makes no warranties whatsoever express or implied with regard to the service, the software included with the product or its installation and maintenance, and expressly
excludes all implied warranties of merchantability and fitnessfor a particular purpose.
11. Sellers. Liability is limited to the cost of purchased products bythe customer from seller. Seller shall not be liable for any special damages, including but not limited to damages
due to loss of data or information of any kind, loss of or damage to revenue, profits or goodwill, damages due to interruption of business, damage to customer's computers or
networks, even if the seller has been advised of the possibility of such damages.
12. SeLler. Makes no other express or implied warranties and all other warranties are specifically excluded, including any warranty as to merchantability or fitness for particular or
special purposes. Seller shall under no circumstances be liable for any special, exemplary, punitive, incidental orconsequential damages regardless ofthe cause.
13. Remedy Limitations. The goods shall not be returned to seller for credit without seller's written consent. No credit will be given after fourteen-(14) days from the date of the
invoice. All returns for credit within fourteen-(14) days are subject to up to a 20% restocking fee. All costs of return shall be the responsibility of the customer. Customer's exclusive
remedy for breach of warranty shall be replacement or repair of the item or non -conforming parts at the option of seller. Customer expressly waives its rights to special,
consequential, exemplary, and incidentalor punitive damages.
14. Warranty Service. To obtain warranty service, customer must (1) call seller's Customer Service at (702)951-4247(option # 3). Customer should package aLL goods to be returned
in manner adequate for pickup or shipping, and should properly insure the goods when shipped. SeLler shall not be responsible for damage to the goods in transit. The goods will be
returned to and from customer by method and carrier chosen by seller. A $125.00 per hourfee will apply to all service calls regardless of service needed outside of the maintenance
agreement with an upfront one-(1) hour minimum.
15. Renewal/Termination. This is an annual contract that will automatically renew yearly after the initial period unless cancelled by customer by certified mail thirty-(30) days prior to
anniversary date. Said automatic renewal is to provide uninterrupted coverage to customer. This contract will increase in cost annually to adjust with equipment age. This agreement
is subject to acceptance by AIS and will remain in force until cancelled as stated above. AIS reserve the right to cancel this contract as its discretion upon ten- (10) day's written
notice.
16. Remedial Maintenance. Duringthe term of this agreement AIS agrees to perform the maintenance and repairthatwilL keep the equipment in good working order and condition,
normalwear and tear included. If AIS is notified by a customer during the term of the agreement that the equipment is not in good working condition, AIS will, during AIS's
established service hours make necessary adjustments and repairs including replacement of parts, or replace the equipment versus repair at AIS's option. AIS's service hours are
B:OOam to S:OOpm Monday thru Friday Pacific Time, excluding holidays. AIS may from time to time adjust these hours as may be required in the course of business, at which time the
customer will be advised. Service at times other than AIS established hours may be furnished on "as available basis" at published rates then in effect. Replacement parts may have
been used and/or reconditioned. Parts that have been replaced will remain the property of AIS.
17. Advanced Image Care. AIS will replace without charge, parts which have been broken orworn through normal use and are necesseryto machine servicingand maintenance
adjustments, including consumables such as toner, developer, drums and fuser rollers within the limits of their suggested yield. (Paper and Staples are excluded). Additional toner
requested beyond 125%of manufacturer's specifications is subjectto additional charges.
18. Customer Responsibility. Customer will be responsible for the daily care and cleaning of the top glass, dusting equipment, replenishing toner, replacing disposal tank, clearing
jams, reporting meter reads, etc., ( where applicable). It is the customer's responsibility to provide a key operator who shall be responsible for normal operator functions Listed
above. In addition, it is the customer's responsibility to provide AIS with meter readings as needed. If current meter reading is NOT submitted to seller, AIS will use an estimated
meter reading based on service history for billing period. An image is defined as a standard 81/a x 11 single sided print.
19. Customer agrees that AIS will not be held accountable to make adjustments, repairs or replacements if AIS is not provided reasonable access to the equipment.
20. Assignment. This agreement shall not be assigned by customerwithout seller's express written consent. In the event that seller assigns any of its obligations under this
agreement, seller shall remain primarily responsible to perform those obligations. Any claim or defense customer may have relating to those obligations must be asserted on or
against seller and not its assignee.
21. Notices. All notices required to be given under this agreement shall be in writing and shall be sent by U.S. first class mail to the parties at the address listed on the front of this
agreement.
22. Indemnification. Customer shall bear all risk of theft, loss or damage not caused by seller's employees or agents, to all goods installed underthis agreement. Customer agrees
to indemnify, defend and hold harmless seller, its officers, directors, employees and agents from alL Loss, Liability, claims or expenses (including reasonable attorneys' fees) arising or
customers use of the goods, including but not Limited to liabilities arising from bodily injury, including death, or property damage to any person, unless caused solely as the result of
a negligent or intentional act or omission by seller.
23. SeLler. Shall indemnify customer against any costs, losses, damages or liability incurred by customer as the result of any third party's claim of infringement of its patent,
copyright trademark which claim arises out of the use of the product by customer. Customer shall immediately notify seller in writing of such claim or demand. Seller shall have the
sole right to control, and defense, thereof, and customer agrees that it will not settle any such claim against itself without the prior written consent of seller. Provided however, that
seller shall not indemnify customer with respect to any claim relating to product(s) which is/are manufactured according to customers instructions, or modified by customer or
combined with other non -seller products, equipment, systems and/or processes, Failure of customer to provide timely notification of claim to seller shall relieve seller of its
obligation to indemnify customer.
Docusign Envelope ID: 0313C815-FC00-8ABB-8261-15AC56560199
25. Force Majeure. Neither party shall be responsible ford elays or failure in performance of this agreement (other than failure to make payment) to the extent that such party was
hindered in its performance by act of god, abuse, misuse, excess of voltage or power surges, repairs other than those provided by AIS authorized personnel, civil commotion, labor
dispute, or any other occurrence beyond its reasonable control.
26. Severability. If any provision of this agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable form this agreement and
shall not affect the validity and enforceability of the remaining provisions of this agreement.
27. Applicable Law. This agreement shall be governed by the Laws of the State of Nevada and the Uniform Commercial Code as adopted therein without regard to choice of Law
principles. In the event of litigation or other proceedings by selLerto enforce or defend any term or provision of this agreement. Customer agrees to pay all costs and expenses
sustained by seller, including but not limited to, reasonable attorney's fees.
28. Seller's Agents. Customer acknowledges that it has been advised that no agent, employee, or representative of seller has any authority to bind seller to any affirmation promise,
representation, or warranty concerning any goods and services, and unless such affirmation, promise, representation, orwarranty is specificaLLy set forth in this agreement it does
not form a basis of this bargain and shall not be enforceable against seller.
29. Customer Documentation. Customer agrees that any purchase order or other documentation issued to seller covering the goods or services is issued for purposes authorization
and customer's internal use only, and any conditions contained therein shall not modify or add to the terms 30d conditions of this agreement.
30. Acceptance. This agreement and its terms and conditions shall not take effect until accepted and executed by an authorized seller representative at sellers offices in the state of
Nevada.
31. Entire Agreement. This instrument, and any attachments hereto, is the entire agreement between customer and seller and supersedes any proposal or prior agreement, oral
written, and any other communications relating to the subject matter of this agreement. The terms and conditions of this agreement shall supersede anyterms and conditions
which may be contained on any purchase order or other document which may be issued by customer. This agreement shall not be binding unless and until accepted and approved
by authorized seller representative.
32. PREVENTATIVE MAINTENANCE: AIS performs Preventative Maintenance in accordance with the Manufacture's recommended copy count cycles. These cycles are
preprogrammed in your equipment
your equipment for notification that Preventative Maintenance is required. The Customer agrees to notify AIS that the "Time for Preventative Maintenance" message has turned on in
the display of the equipment as soon as possible. Failure to notify AIS as soon as possible or beyond 10% of the Preventative Maintenance cycle, may be cause for additional Service
charges that would normally be covered under this agreement.
Docusign Envelope ID: 0313C815-FC00-8ABB-8261-15AC56560199
AIS Toner Fulfillment Agreement
Auto Toner Fulfillment Overview
At AIS, we are committed to delivering efficiency and value in every part of your business
technology experience. Our Auto Toner fulfillment program ensures that your devices receive
toner only when it is needed, without overstocking or delays.
What is Auto Toner Fulfillment?
Auto Toner fulfillment is an automated process that uses real-time data from your connected
devices to ship toner as it is needed. Our system tracks toner usage patterns and remaining
capacity to proactively schedule shipments, ensuring your team always has the supplies they
need - right on time.
Key Benefits of Auto Toner Fulfillment
1. Minimizes Waste: Prevents unnecessary toner stockpiles and eliminates expired or
obsolete supplies.
2. Maximizes Uptime: Ensures toner arrives before it runs out, reducing interruptions to your
workflow.
3. Improves Cash Flow: Supplies arrive only when needed, avoiding large upfront costs for
extra inventory.
4. Saves Time: No need to manually monitor or reorder toner -the process is fully
automated.
5. Environmentally Friendly: Fewer shipments and less unused toner help reduce your
carbon footprint.
How It Works
1. Device Monitoring: Our remote monitoring software tracks toner levels and usage trends
in real-time.
2. Usage -Based Triggers: When levels reach a specific threshold, our system generates an
order.
3. Auto -Shipment: Toner is automatically shipped to your designated location.
4. Simple Delivery: Toner arrives in advance of depletion based on your unique usage
patterns.
Docusign Envelope U 0313C815-FC00-8ABB-8261-15AC56560199
What You Need to Know
1. Auto Toner fulfillment works best when devices remain connected to our data collection
agent (DCA).
2. Each toner shipment will include the Asset ID number of the device it is intended for,
helping organizations to ensure it goes to the correct device and department.
3. To ensure optimal performance, please avoid manually ordering backup toner.
4. If usage patterns change dramatically (e.g., high -volume seasonal printing), let us know so
we can adjust your profile.
Customer Acknowledgment & Additional Disclosures By signing below, you acknowledge and
agree to the following:
❑ I have reviewed the Auto Toner Fulfillment Overview and understand how the program operates.
❑ I agree that our organization will participate in Auto Toner fulfillment and will notify AIS of any
significant changes in usage patterns.
❑ I understand that toner will be shipped based on usage data and that backup toner will not be
provided under this program.
❑ I understand that the following models require manual intervention for waste toner and are
excluded from full automation: All Xerox Models, HP E877 and E826 Series
Sign -Off
Company Name:
Authorized Contact Name:
Title: A-, JCL' )m(-
Signature:
Date:C') (21 ZA) Z 0
Docusign Envelope ID: 0313C815-FC00-8ABB-8261-15AC56560199
Exhibit B
Schedule of Compensation
For the avoidance of doubt, the compensation thresholds on this Exhibit B do not include
compensation for Additional Services (if any) authorized pursuant to Section 1.7 and
compensated pursuant to Section 2.3 of this Agreement.
Contract Sum
Compensation for Services shall not exceed the following Contract Sum for the
entire life of this Agreement: Fifteen Thousand Dollars ($15,000), to be paid for duly
authorized Services performed consistent with the terms and conditions of this
Agreement.
The Contract Sum shall be paid to Contracting Party in installment payments made
on a monthly basis and in an amount identified in Contracting Party's schedule of
compensation attached hereto for the work tasks performed and properly invoiced by
Contracting Party in conformance with Section 2.2 of this Agreement.
Exhibit B
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Exhibit C
Schedule of Performance
Contracting Party shall complete all services identified in the Scope of Services,
Exhibit A of this Agreement, in accordance with the Project Schedule, attached hereto
and incorporated herein by this reference.
Exhibit C
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Exhibit D
Special Requirements
[None]
Exhibit D
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Exhibit E
Insurance Requirements
E.1 Insurance. Prior to the beginning of and throughout the duration of this
Agreement, the following policies checked below shall be maintained and kept in full force
and effect providing insurance with minimum limits as indicated below and issued by
insurers with A.M. Best ratings of no less than A -VI:
Commercial General Liability (at least as broad as ISO CG 0001):
® $1,000,000 per occurrence/$2,000,000 aggregate OR
❑ $2,000,000 per occurrence/$4,000,000 aggregate
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Non-contributory
Commercial Automobile Liability (at least as broad as ISO CA 0001):
® $1,000,000 combined single limit for bodily injury and property damage
® Auto Liability Additional Insured
Workers' Compensation (per statutory requirements):
® Statutory Limits / Employer's Liability $1,000,000 per accident or disease OR
Must include the following endorsements:
Workers' Compensation Endorsement with Waiver of Subrogation
❑ Workers' Compensation Declaration of Sole Proprietor
❑ California Workers' Compensation Requirements Acknowledgement
Professional Liability (Errors and Omissions):
❑ Errors and Omissions liability insurance with a limit of not less than $1,000,000
per claim
Cyber Liability
❑ $1,000,000 per occurrence/$2,000,000 aggregate
Contracting Party shall procure and maintain, at its cost, and submit concurrently
with its execution of this Agreement, Commercial General Liability insurance against all
claims for injuries against persons or damages to property resulting from Contracting
Party's acts or omissions rising out of or related to Contracting Party's performance under
this Agreement. The insurance policy shall contain a severability of interest clause
providing that the coverage shall be primary for losses arising out of Contracting Party's
Exhibit E
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performance hereunder and neither City nor its insurers shall be required to contribute to
any such loss. An endorsement evidencing the foregoing and naming the City and its
officers and employees as additional insured (on the Commercial General Liability policy
only) must be submitted concurrently with the execution of this Agreement and approved
by City prior to commencement of the services hereunder.
Contracting Party shall carry automobile liability insurance of $1,000,000 per
accident against all claims for injuries against persons or damages to property arising out
of the use of any automobile by Contracting Party, its officers, any person directly or
indirectly employed by Contracting Party, any subcontractor or agent, or anyone for
whose acts any of them may be liable, arising directly or indirectly out of or related to
Contracting Party's performance under this Agreement. If Contracting Party or
Contracting Party's employees will use personal autos in any way on this project,
Contracting Party shall provide evidence of personal auto liability coverage for each such
person. The term "automobile" includes, but is not limited to, a land motor vehicle, trailer
or semi -trailer designed for travel on public roads. The automobile insurance policy shall
contain a severability of interest clause providing that coverage shall be primary for losses
arising out of Contracting Party's performance hereunder and neither City nor its insurers
shall be required to contribute to such loss.
Contracting Party shall carry Workers' Compensation Insurance in
accordance with State Worker's Compensation laws with employer's liability limits no less
than $1,000,000 per accident or disease.
Professional Liability or Errors and Omissions Insurance as appropriate shall
be written on a policy form coverage specifically designed to protect against acts, errors
or omissions of the Contracting Party and "Covered Professional Services" as designated
in the policy must specifically include work performed under this agreement. The policy
limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must
"pay on behalf of" the insured and must include a provision establishing the insurer's duty
to defend. The policy retroactive date shall be on or before the effective date of this
agreement.
Contracting Party shall procure and maintain Cyber Liability insurance with
limits of $1,000,000 per occurrence/loss which shall include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or
personally identifiable information; including credit monitoring and
regulatory fines arising from such theft, dissemination or use of the
confidential information.
b. Network security liability arising from the unauthorized use of, access to,
or tampering with computer systems.
c. Liability arising from the failure of technology products (software) required
under the contract for Consultant to properly perform the services
intended.
Exhibit E
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d. Electronic Media Liability arising from personal injury, plagiarism or
misappropriation of ideas, domain name infringement or improper deep -
linking or framing, and infringement or violation of intellectual property
rights.
e. Liability arising from the failure to render professional services.
If coverage is maintained on a claims -made basis, Contracting Party shall maintain such
coverage for an additional period of three (3) years following termination of the contract.
Contracting Party shall provide written notice to City within ten (10) working
days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the
required polices are reduced; or (3) the deductible or self -insured retention is increased.
In the event any of said policies of insurance are cancelled, Contracting Party shall, prior
to the cancellation date, submit new evidence of insurance in conformance with this
Exhibit to the Contract Officer. The procuring of such insurance or the delivery of policies
or certificates evidencing the same shall not be construed as a limitation of Contracting
Party's obligation to indemnify City, its officers, employees, contractors, subcontractors,
or agents.
E.2 Remedies. In addition to any other remedies City may have if Contracting
Party fails to provide or maintain any insurance policies or policy endorsements to the
extent and within the time herein required, City may, at its sole option:
a. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this Agreement.
b. Order Contracting Party to stop work under this Agreement and/or
withhold any payment(s) which become due to Contracting Party hereunder until
Contracting Party demonstrates compliance with the requirements hereof.
C. Terminate this Agreement.
Exercise any of the above remedies, however, is an alternative to any other
remedies City may have. The above remedies are not the exclusive remedies for
Contracting Party's failure to maintain or secure appropriate policies or endorsements.
Nothing herein contained shall be construed as limiting in any way the extent to which
Contracting Party may be held responsible for payments of damages to persons or
property resulting from Contracting Party's or its subcontractors' performance of work
under this Agreement.
E.3 General Conditions Pertaining to Provisions of Insurance Coverage by
Contracting Party. Contracting Party and City agree to the following with respect to
insurance provided by Contracting Party:
1. Contracting Party agrees to have its insurer endorse the third party general
liability coverage required herein to include as additional insureds City, its officials,
Exhibit E
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employees, and agents, using standard ISO endorsement No. CG 2010 with an edition
prior to 1992. Contracting Party also agrees to require all contractors, and subcontractors
to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Contracting Party, or Contracting Party's employees, or agents, from waiving the
right of subrogation prior to a loss. Contracting Party agrees to waive subrogation rights
against City regardless of the applicability of any insurance proceeds, and to require all
contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contracting Party and
available or applicable to this Agreement are intended to apply to the full extent of the
policies. Nothing contained in this Agreement or any other agreement relating to City or
its operations limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not been first
submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that would serve
to eliminate so-called "third party action over" claims, including any exclusion for bodily
injury to an employee of the insured or of any contractor or subcontractor.
6. All coverage types and limits required are subject to approval, modification
and additional requirements by the City, as the need arises. Contracting Party shall not
make any reductions in scope of coverage (e.g. elimination of contractual liability or
reduction of discovery period) that may affect City's protection without City's prior written
consent.
7. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all the coverages required and an additional insured
endorsement to Contracting Party's general liability policy, shall be delivered to City at or
prior to the execution of this Agreement. In the event such proof of any insurance is not
delivered as required, or in the event such insurance is canceled at any time and no
replacement coverage is provided, City has the right, but not the duty, to obtain any
insurance it deems necessary to protect its interests under this or any other agreement
and to pay the premium. Any premium so paid by City shall be charged to and promptly
paid by Contracting Party or deducted from sums due Contracting Party, at City option.
8. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Contracting Party or any subcontractor, is intended
to apply first and on a primary, non-contributing basis in relation to any other insurance
or self-insurance available to City.
9. Contracting Party agrees to ensure that subcontractors, and any other party
involved with the project that is brought onto or involved in the project by Contracting
Party, provide the same minimum insurance coverage required of Contracting Party.
Contracting Party agrees to monitor and review all such coverage and assumes all
Exhibit E
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responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Contracting Party agrees that upon request, all agreements
with subcontractors and others engaged in the project will be submitted to City for review.
10. Contracting Party agrees not to self -insure or to use any self -insured
retentions or deductibles on any portion of the insurance required herein (with the
exception of professional liability coverage, if required) and further agrees that it will not
allow any contractor, subcontractor, Architect, Engineer or other entity or person in any
way involved in the performance of work on the project contemplated by this agreement
to self -insure its obligations to City. If Contracting Party's existing coverage includes a
deductible or self -insured retention, the deductible or self -insured retention must be
declared to the City. At that time the City shall review options with the Contracting Party,
which may include reduction or elimination of the deductible or self -insured retention,
substitution of other coverage, or other solutions.
11. The City reserves the right at any time during the term of this Agreement to
change the amounts and types of insurance required by giving the Contracting Party
ninety (90) days advance written notice of such change. If such change results in
substantial additional cost to the Contracting Party, the City will negotiate additional
compensation proportional to the increased benefit to City.
12. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any steps that
can be deemed to be in furtherance of or towards performance of this Agreement.
13. Contracting Party acknowledges and agrees that any actual or alleged
failure on the part of City to inform Contracting Party of non-compliance with any
insurance requirement in no way imposes any additional obligations on City nor does it
waive any rights hereunder in this or any other regard.
14. Contracting Party will renew the required coverage annually as long as City,
or its employees or agents face an exposure from operations of any type pursuant to this
agreement. This obligation applies whether the agreement is canceled or terminated for
any reason. Termination of this obligation is not effective until City executes a written
statement to that effect.
15. Contracting Party shall provide proof that policies of insurance required
herein expiring during the term of this Agreement have been renewed or replaced with
other policies providing at least the same coverage. Proof that such coverage has been
ordered shall be submitted prior to expiration. A coverage binder or letter from
Contracting Party's insurance agent to this effect is acceptable. A certificate of insurance
and an additional insured endorsement is required in these specifications applicable to
the renewing or new coverage must be provided to City within five (5) days of the
expiration of coverages.
16. The provisions of any workers' compensation or similar act will not limit the
obligations of Contracting Party under this agreement. Contracting Party expressly
Exhibit E
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agrees not to use any statutory immunity defenses under such laws with respect to City,
its employees, officials, and agents.
17. Requirements of specific coverage features, or limits contained in this
section are not intended as limitations on coverage, limits or other requirements nor as a
waiver of any coverage normally provided by any given policy. Specific reference to a
given coverage feature is for purposes of clarification only as it pertains to a given issue
and is not intended by any party or insured to be limiting or all-inclusive.
18. These insurance requirements are intended to be separate and distinct from
any other provision in this Agreement and are intended by the parties here to be
interpreted as such.
19. The requirements in this Exhibit supersede all other sections and provisions
of this Agreement to the extent that any other section or provision conflicts with or impairs
the provisions of this Exhibit.
20. Contracting Party agrees to be responsible for ensuring that no contract
used by any party involved in any way with the project reserves the right to charge City
or Contracting Party for the cost of additional insurance coverage required by this
agreement. Any such provisions are to be deleted with reference to City. It is not the
intent of City to reimburse any third party for the cost of complying with these
requirements. There shall be no recourse against City for payment of premiums or other
amounts with respect thereto.
21. Contracting Party agrees to provide immediate notice to City of any claim
or loss against Contracting Party arising out of the work performed under this agreement.
City assumes no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to involve City.
Exhibit E
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Exhibit F
Indemnification
F.1 Indemnitv for the Benefit of Ci
a. Indemnification for Professional Liability. When the law establishes a
professional standard of care for Contracting Party's Services, to the fullest extent
permitted by law, Contracting Party shall indemnify, protect, defend (with counsel
selected by City), and hold harmless City and any and all of its officials, employees, and
agents ("Indemnified Parties") from and against any and all claims, losses, liabilities of
every kind, nature, and description, damages, injury (including, without limitation, injury
to or death of an employee of Contracting Party or of any subcontractor), costs and
expenses of any kind, whether actual, alleged or threatened, including, without limitation,
incidental and consequential damages, court costs, attorneys' fees, litigation expenses,
and fees of expert consultants or expert witnesses incurred in connection therewith and
costs of investigation, to the extent same are caused in whole or in part by any negligent
or wrongful act, error or omission of Contracting Party, its officers, agents, employees or
subcontractors (or any entity or individual that Contracting Party shall bear the legal
liability thereof) in the performance of professional services under this agreement. With
respect to the design of public improvements, the Contracting Party shall not be liable for
any injuries or property damage resulting from the reuse of the design at a location other
than that specified in Exhibit A without the written consent of the Contracting Party.
b. Indemnification for Other Than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Contracting
Party shall indemnify, defend (with counsel selected by City), and hold harmless the
Indemnified Parties from and against any liability (including liability for claims, suits,
actions, arbitration proceedings, administrative proceedings, regulatory proceedings,
losses, expenses or costs of any kind, whether actual, alleged or threatened, including,
without limitation, incidental and consequential damages, court costs, attorneys' fees,
litigation expenses, and fees of expert consultants or expert witnesses) incurred in
connection therewith and costs of investigation, where the same arise out of, are a
consequence of, or are in any way attributable to, in whole or in part, the performance of
this Agreement by Contracting Party or by any individual or entity for which Contracting
Party is legally liable, including but not limited to officers, agents, employees, or
subcontractors of Contracting Party.
C. Indemnity Provisions for Contracts Related to Construction (Limitation on
Indemnity). Without affecting the rights of City under any provision of this agreement,
Contracting Party shall not be required to indemnify and hold harmless City for liability
attributable to the active negligence of City, provided such active negligence is
determined by agreement between the parties or by the findings of a court of competent
jurisdiction. In instances where City is shown to have been actively negligent and where
City's active negligence accounts for only a percentage of the liability involved, the
obligation of Contracting Party will be for that entire portion or percentage of liability not
attributable to the active negligence of City.
Exhibit F
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d. Indemnification Provision for Desian Professionals.
1. Applicability of this Section F.1(d). Notwithstanding Section F.1(a)
hereinabove, the following indemnification provision shall apply to a Contracting Party
who constitutes a "design professional" as the term is defined in paragraph 3 below.
2. Scope of Indemnification. When the law establishes a professional
standard of care for Contracting Party's Services, to the fullest extent permitted by law,
Contracting Party shall indemnify and hold harmless City and any and all of its officials,
employees, and agents ("Indemnified Parties") from and against any and all losses,
liabilities of every kind, nature, and description, damages, injury (including, without
limitation, injury to or death of an employee of Contracting Party or of any subcontractor),
costs and expenses, including, without limitation, incidental and consequential damages,
court costs, reimbursement of attorneys' fees, litigation expenses, and fees of expert
consultants or expert witnesses incurred in connection therewith and costs of
investigation, to the extent same are caused by any negligent or wrongful act, error or
omission of Contracting Party, its officers, agents, employees or subcontractors (or any
entity or individual that Contracting Party shall bear the legal liability thereof) in the
performance of professional services under this agreement. With respect to the design
of public improvements, the Contracting Party shall not be liable for any injuries or
property damage resulting from the reuse of the design at a location other than that
specified in Exhibit A without the written consent of the Contracting Party.
3. Design Professional Defined. As used in this Section F.1(d), the
term "design professional" shall be limited to licensed architects, registered professional
engineers, licensed professional land surveyors and landscape architects, all as defined
under current law, and as may be amended from time to time by Civil Code § 2782.8.
F.2 Obligation to Secure Indemnification Provisions. Contracting Party agrees
to obtain executed indemnity agreements with provisions identical to those set forth
herein this Exhibit F, as applicable to the Contracting Party, from each and every
subcontractor or any other person or entity involved by, for, with or on behalf of
Contracting Party in the performance of this Agreement. In the event Contracting Party
fails to obtain such indemnity obligations from others as required herein, Contracting
Party agrees to be fully responsible according to the terms of this Exhibit. Failure of City
to monitor compliance with these requirements imposes no additional obligations on City
and will in no way act as a waiver of any rights hereunder. This obligation to indemnify
and defend City as set forth in this Agreement are binding on the successors, assigns or
heirs of Contracting Party and shall survive the termination of this Agreement.
Exhibit F
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