2024-29 Visual Edge IT - Copiers & PrintersMEMORANDUM
DATE: February 5, 2024
TO: Jon McMillen, City Manager
FROM: Doug Kinley 111, Management Analyst
W �W
U]I ORN1.1
RE: VISUAL EDGE IT - PRINTER/COPIER PURCHASE AND MAINTENANCE SERVICES FOR FISCAL
YEARS 2023/2024 THROUGH 2O28/2029; AND APPROVE DISPOSAL OF SURPLUS EQUIPMENT
Please list the Contracting Party / Vendor Name, type of agreement to be executed, including 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:
JVJ_ Approved by City Council on January 16, 2024 Consent 7
.a City Manager's signing authority provided under the City's Purchasing Policy
[Resolution No. 2023-008] for budget expenditures of $50,000 or less.
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 apply):
.Q Bid ❑✓ RFP 0 RFQ _❑. 3 written informal bids
QSole Source F] Select Source 1-1 Cooperative Procurement
Reauestina department shall check and attach the items below as auurouriate:
✓Q Agreement payment will be charged to Account No.: 502-0000-60662; 502-0000-80100
Agreement term: Start Date
March 1� 2024 February 28, 2029
✓ _ _ End Date
✓Q Amount of Agreement, Amendment, Change Order, etc.: $ 182,000
REMINDER: Signing authorities listed above are applicable on the aggregate Agreement amount,
not individual Amendments or Change Orders!
L�
MM
Insurance certificates as required by the Agreement for Risk Manager approval
Approved by: Laurie McGinley Date: 2/7/2024
Bonds (originals) 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)
a
.a
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 VISUAL EDGE IT, a Delaware Corporation with a place of business at
36943 Cook Street, Suite H-103, Palm Desert, California 92211 ("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/Copier
Lease and Maintenance Services Program, 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.
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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 (in the form of
a written change order if Contracting Party is a contractor performing the Services) from
the Contract Officer, or assigned designee, incorporating therein any adjustment in
(i) the Contract Sum, 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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Compensation for properly authorized Additional Services shall be made in accordance
with Section 2.3 of this Agreement.
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.
2. COMPENSATION.
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 One Hundred Eighty Two Thousand
Dollars ($182,000), 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
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Agreement shall be paid for in an amount agreed to in writing by both City and Contracting
Party in advance of the Additional Services being rendered by Contracting Party. Any
compensation for Additional Services amounting to five percent (5%) or less of the
Contract Sum 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 unless prior
written approval 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 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 Majeure. 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 March 1,
2024, and terminate on February 28, 2029 ("Initial Term").
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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) Visual Edge IT
650 E Hospitality Lane #500
San Bernardino, CA 92408
(b) City of La Quinta
78495 Calle Tampico
La Quinta, CA 92253
ATTN: City Manager's Office
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 the Public
Safety Manager 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 the 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
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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.
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
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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
Services to be performed hereunder which are reasonably available to Contracting Party
only from or through action by City.
5. INSURANCE.
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
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(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
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.
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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
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.
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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
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
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DocuSign Envelope ID: EB3558CA-FEEF-496A-8858-1C18D90F74F7
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
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 Contractina Partv. 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
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DocuSign Envelope ID: EB3558CA-FEEF-496A-8858-1C18D90F74F7
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.
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: City Manager's Office
78495 Calle Tampico
La Quinta, California 92253
To Contracting Party:
VISUAL EDGE IT, INC.
Attention: Amanda Maze
36943 Cook Street, Suite H-103
Palm Desert, California 92211
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.
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DocuSign Envelope ID: EB3558CA-FEEF-496A-8858-1C18D90F74F7
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.
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: EB3558CA-FEEF-496A-8858-1C18D90F74F7
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
stated below.
CITY OF LA QUINTA,
a California Municipal Corporation
JON,MEMILLEN, City Manager
_ City of La Quinta, California
Dated: 1 2-1
ATTEST:
MONIKA RADEVA/City C
City of La Quinta, Californ
APPROVED AS TO FORM:
WILLIAI ,
City of La Quinta, California
VISUAL EDGE IT, INC.;
a Delaware Corporation
—OocuSlgned by
JUMT 'J'AMiS, Area Vice President
Palm Desert, California
Dated:1/30/2024
-14-
Exhibit A
DocuSign Envelope ID: C 1 C52967-926B4234-84OC-96DA97CC639F Scope of Services
EXHIBIT A SCOPE OF WORK
VISUAL j:%J
EDGE IT
SECURE TECHNOLOGY SOLUTIONS Al
Date Sales Rep
1/26/2024 Stan Maze
CUSTOMER NAM[ CUSTOMER NAME
"City Of La Quinta** "City Of La Quinta""
IiP TO ADDRESS MILL TO ADDRESS
78495 Calle Tampico 78495 Calle Tampico
STATE I' STATE 1I'
La Quinta CA 92253 La Quinta CA 92253
Contact: Doug Kinley III Billing Contact:
Phone/Email (760)777-7085 dkinley@Iaquintaca.Rov Phone/Email; 760-777-7000
DEALERSHIP WILL TRANSFER AND DELIVER TO BUYER AND BUYER WILL ACCEPT AND PAY FOR THE FOLLOWING MERCHANDISE.
1 U8PH4E
HP S Year Warranty Next Business Day DesignJet T830-36 MFP Hardware support
1 HPDJT83036
HP DesignJet T830 36" Wideformat MFP Color Printer (F9A30D) Spec
1 4971<20600
2/3 Hole Punch For Office Finisher Altalink C81xx series
1 D5133NT
ESP Power Filter Ntwk/Fax 120/15 Pigtail + 2 Receptacles (Replaces TBF15) (PM-15 Spe
1 097505019
Office Finisher Altalink C81xx & B81xx series
1 097SO5020
Xerox HCap Feeder 3000 Sheets A4/Letter C8100/138100 series A3 SPEC
1 XERC8155/1-12
Xerox Altal-ink C8155 55PPM A3 Color MFPW/ HiCap Tandem Tray
4 XERC315/DNI
Xerox C315/DNI Wireless Laser Multifunction Printer - Color
5 097SO4847
Xerox Integrated Office Finisher C/B8130-55/C71xx series SPEC
5 XERC8135/1-12
Xerox Altalink C81351-12 35 PPM W/ HCap Tandem Tray Color A3
5 D5133NT
ESP Power Filter Ntwk/Fax 120/15 Pigtail + 2 Receptacles (ReplacesTBF15) (PM-15 Spe
5 497K16430
Xerox One Line Fax 7800/ 8000/ 8100 Series A3
5 XERC8135/H2
Xerox Altalink C81351-12 35 PPM W/ HCap Tandem Tray Color A3
5 D5133NT
ESP Power Filter Ntwk/Fax 120/15 Pigtail + 2 Receptacles (Replaces TBF15) (PM-15 Spe
5 097505019
Office Finisher Altalink C81xx & B81xx series
TRUE
Subtotal $113,361.00
TOTALAMOUNT $113,
Less Payment (Check x: J
AMOUNT DUE $113,
Plus applicable taxes
'errns The Dealership equipment indicated above is purchased under standard terms which are 1) The Seller retains title to all equipment and supplies subject to this agreement until purchase price is paid in full 2) in the
,crit Buyer defaults in payment, the Buyer will be liable for the payment of any legal fees or other costs incurred in any action to collect this debt General terms and conditions of maintenance agreement are furnished
eparar This is a BINDING ORDER not subject to cancellation, This order cannot be changed except in writing by a Company Officer There is a 1 75% monthly fee on all past due balances Delinquent accounts sent to an
guts it collection agency will be assessed 351/ if the balance is over $200 00 and 50% if the balance is under $200 00 There is a $35 00 fee for all returned checks
Authorised Signature
Print Name
G-,\ U �Cxn�i,
Title Date
Page 1 of 4
DocuSign Envelope ID: C1C52967-926B-4234-840C-96DA97CC639F
VISUAL Q a
EDGE
IT crl�)
SECURE TECHNOLOGY SOLUTIONS
l
Maintenance Agreement Equipment
CUSTOMER (hereinafter referred to as "You" or "Your") DATE: 1 /26/2024
FULL LEGAL NAME
**City Of La Quinta**
1N5FALL ADDRESS city, Sta I c and bp County
78495 Calle Tampico La Quinta CA 92253 RIVERSIDE
METER COLLECTION SOFTWARE CONTACT EMAIL ADDRESS PHONE NUMBER
CR[, 10 ADDRESS [It Rlfferenl from aLoYcI City, 5tate and ZIP County
78495 Calle Tampico La Quinta CA 92253 RIVERSIDE
Agreement Summary:
See Appendix B
NO
Sales Rep: Stan Maze
Device Make/Model#
Monthly
Service Base
Amount
Install Location
*if different from above
Monthly Image
Allowance
Contract Usage Per
Ima a Char E
MONO
COLOR
MONO
COLOR
Xerox C8135/C8155
$555.80
14000
14000
$0 0068
$0 0329
Xerox C315
0
$0.0229
$0,0599
$0.0000
$0.0000
$0.0000
$0.0000
$0.0000
$0.0000
$0.0000
$0.0000
Total Consolidated Monthly Image Allowance Base
14,000
14,000
rQErnent oAtiDnS Included: All Travel, Parts and Labor (Including drums, PM kits, toner and developer), Access to the Smart Center.
Base Billing Frequency
B/W Usage Billing Frequency
Color Usage Billing Frequency
Contract Term
Monitoring Software
Electronic Invoicing
Special Provisions:
Quarterly
Quarterly
Quarterly
12 Month
Yes/$0
Yes
Hot Included: Paper, Staples, Exterior Plastic, and Glass
"Installation of meter collection software is required for all print devices as specified in the full terms and
onditions. Failure to provide access to monitoring software, will result in a $20 monthly admin fee per device
for manual meter collection. DCA option declined -please understand that all service, supplies and meter reads
,till be a manual process requiring input from you the customer.
"Base Charges are billed in Advance and Overage are billed in Arrears.
"Billing payment period is monthly unless otherwise indicated.
Dlease note correction: Service contract term is 60 months. Please see other term updates on addendums. HP T830 Plotter is covered
ander 5 year onsite warranty (cost per page does not apply), supplies not included. City of La Quinta to provide paper. Starter Ink
ncluded.
THIS AGREEMENT IS SUBJECT TO THE TERMS AND CONDITIONS PRINTED ON THIS PAGE, THE REVERSE SIDE, ATTACHED EQUIPMENT LIST, ANY APPLICABLE ADDENDUMS, ALL OF WHICH PERTAIN TO THIS
AGREEMENT AND WHICH YOU ACKNOWLEDGE HAVING READ. THIS AGREEMENT IS NOT BINDING UNTIL ACCEPTED BY US. YOU CERTIFY ALL ACTIONS REQUIRED TO AUTHORIZE EXECUTION OF THIS
AGREEMENT, INCLUDING YOUR AUTHORITY, HAVE BEEN FULFILLED.
CUSTOMER: (As Stated Above)
By: x
Authorized Signature
Title: '✓ 1 W C
Print Name
Data: o lo-t )?,A
Page 2 of 4
DocuSign Envelope ID: C1 C52967-926B-4234-840C-96DA97CC639F
Maintenance Terms & Conditions
GENERALTERMS
L De�ni$ons7Re words "you" and "your" mean the legal entity identified in "Customer Information" fields above, and "we " "us" and "our" mean Visual Edge IT.
"Device(s)" meanid s the Items entified in "Equipment" above anti in any attached Equipment Schedules, or future Adders hums. "Base" rates refer to static monthly
charges for service. "Allowance" means the number of copies included in the Base charge. "Usage Per Image Charge" means the applicable prints orcopies made in
excess of any stated allowance.
2. Payments and Late Payments. You agree to pay us the full amount due for all Base charges, Usage charges, and billable service or supply charges by the due date listed
on the invoice. If any amount payable to us Is not paid when due, you will be subject to interruption of covered services and a late charge up to three (3) percent of the
overdue balance, Billing disputes must be submitted to us no later than the due elate listed on the invoice to avoid late charges or service Interruption ACHor Credit
Card draft payment method may be required for certain coverage plans or contract terms.
3. Renewal. We may annually increase both the Base rate and Overage rates by amounts determined at our discretion, but not to exceed 15% of the then current payment
and/or rate in each year.
4. Term. The term of this agreement will be based on the length selected above or based on the length of active lease agreements, whichever is longer. Minimum term
requirements may vary based on equipment lease agreements and selected coverage plans. Commencement date and coverage will begin on the date of new equipment
installation or ten;business days) from the date of confirmed monitored status, whichever is later.
5. Covered Equipment. Services selected above will be provided to those devices listed under Equipment.
6. Cancellation Notice. We maintain responsibility covered under customer selected services for the full term of this agreement until either party provides written notice of
cancellation with 60-days' notice. if your aggreement term is based on an active equipment lease agreement, all lease terms and conditions must be. met before
cancellation requests are accepted. If weelect to cancel this agreement. written notice will be sent to the contact and address listed above.
7. Liability. The parties agree that we will not be liable for any consequential damages of any nature caused to the business or property of Owner of Equipment
` Company") by any failure, defect, or malfunction of equipment to be maintained by us.
8. WARRANTY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, WE WARRANT (A) THAT ALL PERSONNEL PERFORMING SERVICES HEREUNDER BY
OR ON BEHALF OF US WILL HAVE APPROPRIATE TRAINING AND EXPERIENCE AND (B) ALL EQUIPMENT IS IN ACCORDANCE WITH INDUSTRY STANDARDS, AND ALL SUPPLIES
AND MATERIALS ARE OF GOOD QUALITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING (AND WITHOUT LIMITING ANY OBLIGATION OF US TO MAKE REPAIRS
UNDER THIS AGREEMENT), YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT IN NO EVENT SHALL ANY MANUFACTURER'S WARRANTY, INCLUDING BUT NOT LIMITED TO
ANY IMPLIED WARRANTY OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, BE DEEMED GIVEN BY OR OTHERWISE TRANSFERRED OR APPLIED TO US.
9. EQUIPMENT WARRANTY DISCLAIMER. WE HAVE MADE NO AFFIRMATION OF FACT OR PROMISE RELATING TO THE GOODS AND SERVICES BEING PROVIDED THAT HAS
BECOME ANY BASIS OF THIS BARGAIN. FUTHER, WE HAVE MADE NO AFFIRMATION OF FACT OR PROMISE RELATING TO THE GOODS OR SERVICES BEING PROVIDED THAT
HAS CREATED OR AMOUNTED TO AN EXPRESS WARRANTY THAT THE GOODS WOULD CONFORM TO ANY SUCH AFFIRMATION OR PROMISE. WE DISCLAIM ANY
WARRANTY OF MERCHANTABILITY WITH RESPECT TO THE GOODS OR SERVICES PROVIDED BY THIS AGREEMENT. WE DISCLAIM ANY WARRANTY OF FITNESS FOR ANY
PARTICULAR PURPOSES WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES BEING PROVIDED UNDER THIS AGREEMENT. COMPANY AGREES THAT WE SHALL NOT
BE LIABLE FOR DAMAGES RESULTING FROM AN ALLEGED BREACH OF THIS AGREEMENT BEYOND THE COST OF ONE YEARS SERVICE AND MAINTENANCE UNDER THIS
AGREEMENT.
10. GOVERNING LAW, CONSENT TO JURISDICTION AND VENUE OF LITIGATION. THIS AGREEMENT AND EACH SCHEDULE SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF CALIFORNIA. YOU AGREE THAT ANY DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT WILL BE ADJUDICATED IN THE FEDERALfGH
E COURT
LOCATED IN RIVERSIDE COUNTY, CALIFORNIA, YOU HEREBY CCNSENTTO PERSONAL JURISDICTION AND VENUE IN THAT COURT AND WAIVE ANY OTRANSFER
VENUE. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY_
BREAK FIX ERVICE TERMS Section 10 Revised to reflect Riverside County, California. �ity of La Quints VEFT
. We agree to maintain a 11 equipment listed, in a normal operating condition. All Costs for Labor, Parts, Travel and Service will be borne by us, subject to the terms of this
agreement and based on specific plan options selected, Non -covered charges for labor, parts, or travel will be billed at the then current rates.
2. All necessary parts will be replaced, at no additional cost, provided the cost of those partsdoes not exceed the total value of the equipment. If the cost of necessary parts
exceeds the total value of the equipment, we will notify you with suggested replacement optlorts. Replacement cost Is your responsibility. If the replacement is
purchased from us, a trade-in credit may be offered toward the cost of a new device.
3. We will not be responsible for maintenance in the event of: Damage caused by Accident, Misuse, Act of God, Line Voltage Problems, Neglect or Failure To Follow Factory
Operating Instructions. or if maintenance or repairs are performed by anyone other than our personnel. It also ceases if competitive supplies are used, or if the damage
occurs as a result of your abuse or improper handling of the device or suppineholies.
4. All equipment will be serviced upon your request, during our normal busss urs (8 a.m, to 5 p.m, local time, except weekends and VETIT holidays). Request for service
outside our normal business hours will be provided on a best effort basis and, if available, will be billed at overtime rates plus travel.
S. We, at our discretion, may authorize our approved maintenance subcontractors or approved service providers to perform maintenance and repairs to the Devices.
Devices located outside our local service areas will require subcontractor coverage for any onsite service needed.
TONER AND SUPPLY TERMS
1. Toner and ink consumabies, will be borne by us for all devices covered by this agreement and actively reporting through the Monitoring Software. We agree to supply you
with all toner and Ink consumabies required to operate the Devices. We agree to provide auto supply replenishment for those devices using Monitoring Software. You
must purchase staples and paper separately
2. All toner and ink consumables provided as a part of this agreement in the standard course of business or as Safety Stock shall at all times remain our property. You may
use the toner and ink consumables pursuant to the terns of this Agreement, but you shall not have any ownership rights in or to the toner or ink consumables. You shall
promptly return to us all unused items supplied by us under this agreement. You shall not be charged for any toner or ink consumables in use upon the expiration or
termination of this Agreement. Any items not returned shall be tilted by us to you at the then current cartridge retail purchase price.
3. Auto supply replenishment is scheduled based on individual device performance, coverage, and usage, and may vary. Waste Toner Containers are not available for auto
shipment. Other certain items may not be eligible for auto shipment based on device model and supply item type. Covered items not eligible for auto shipment will be
provided at no additional cost, but must be requested by you as needed to allow for standard shipping time. Additional requests for toner and ink consumables will be
subject to approval based on current usage and shipment hlstory. Any customer request for additional items will be considered Safety Stock unless otherwise approved.
Flat rate overnight shipping amounts can be quoted at the time of order.
4. Cost-per=image and cartridge pricing is based on an industry -standard 5% page coverage model. Toner and ink consumables ordered or requested based on excessive
page coverage may be subject to a mid-term cost -per -image escalation or billing for additional cartridges,
5. Any defective toner or ink consumable items provided to you by us must be reported and returned to us within 30 days of receiving a replacement item. If defective item
Is not returned, the replacement item maybe billed at then current retail price. Standard shipping for defective Items and replacements will be covered by us.
T[�L E&flLAAPJNk IR_EMEVII
m ed for each covered device.
1. Mete. ollection. Those devices reporting through Monitoring Software will be collected by us. Devices not reporting for any reason will require your submission until
monitoring is restored.
2. Estimated Meters. Estimated meters are based on historical volume usage. If historical volume usage Is unavailable, a minimum estimation of 50 mono impressions will
be applled. If estimated meters are Issued for three (3) consecutive billing cycles, you may become subject to invoicing monthly data collection fees and prevailing hourly
billable rate for labor and travel to collect accurate meter readings.
3. Meter Adjustments. Any billing Issued based on estimated meters are net eligible for billing adjustments, but will not be responsible for additional overage charges until
current meters exceed billed meters. Additional estimations will cease until such time that the current meters exceed previously billed estimates, as long as accurate
meters are being submitted monthly.
MONITORING SOFTWARE. Monitoring Software is involved, You grant Permission to Install and Maintain.
customer eefiva— of r r�i-Response Customers refusing these Monitoring Software terms or not -responding to our requests for installations or updates may disqualify
Prmtingtfev2esfrom certain coverage, delay existing services, or become subject to invoicing monthly data collection fees and prevailing hourly billable rate for labor to
collect meter readings.
2. Device Changes. You agree to notify us in writing of any contact person or location changes regarding covered devices, You assume responsibility for estimated meter
readings, delayed service and supply fulfillment in the case of device changes not reported.
ANALYST CONSULTING & SMART CENTER ANALYSTSERVICES
na ysConsult"'
t+ng services are included in the pure hase of a printing device from us, our trained and certified employees will work with your IT personnel (if applicable)
equipment andsvftware, according to machine configuration, following equipment delivery for the first ninety (90) days following installation.
Following the completion of those 90 days or In the case that Analyst services were not included in the Purchase Agreement, you will be responsible to complete the work
yourselves or agree to pay us to provide the work at standard billable rates.
2. Smart Center Analyst Services are considered separate and apart from Break/Fix technical services
By: X Date:
mot wim
Page 3 of 4
DocuSign Envelope ID: EB3558CA-FEEF-496A-8858-lC18D90F74F7
vISUAL
EEDGE !T ta Qai ff a
SECURE TECHNOLOGY SOLUTIONS
— GEM of the DESERT —
City of La Quinta I January
30, 2024
Model
Qty
Purchase Price
Purchase Total
Freestanding - Xerox C8135/H2 with Stapling (fax as needed)-35ppm
10
$
8,597.00
$
85,970.00
Freestanding - Xerox C8155/H2 with Stapling, High Cap Feeder, 3 Hole Punch-55ppm 1
$
12,498.00
$
12,498.00
Plotter - MFP - T830 + 5 year warranty+install
1
$
12,697.00
$
12,697.00
Desktop Color MFP C315dn
4
$
549.00
$
2,196.00
Contract Totals
$
113,361.00
Service & Supplies (Xerox)
Volume BW
Cost Per Page BW
Volume Color
Cost Per Page Color Monthly Base
C8135/C8155
14000
0.0068
14000
0.0329 $ 555.80
Freestanding Device NOTE: Volumes included
Desktop C315
0
0.0229
0
0.0599 0
Desktop Device NOTE: Prints invoiced as used. No included volume
Service & Supplies Contract Total
$ 33,348.00
5 Year Contract Total including Purchase of Equipment and Service/Supplies
$ 146,709.00
Quote provided by: Stan Maze and Amanda Maze, Visual Edge IT Desert Cities
Page 4 of 4
DocuSign Envelope ID: EB3558CA-FEEF-496A-8858-1C18D90F74F7
Exhibit B
Schedule of Compensation
With the exception of compensation for Additional Services, provided for in
Section 2.3 of this Agreement, the maximum total compensation to be paid to Contracting
Party under this Agreement is not to exceed One Hundred Eighty Two Thousand
Dollars ($182,000) ("Contract Sum"). 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.
502-0000-60662 (Copiers) - $37,055
502-0000-80100 (Machinery and Equipment) - $144,945
Exhibit B
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DocuSign Envelope ID: EB3558CA-FEEF-496A-8858-1C18D90F74F7
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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DocuSign Envelope ID: EB3558CA-FEEF-496A-8858-1C18D90F74F7
Exhibit D
Special Requirements
NONE
Exhibit D
Page 1 of 1
DocuSign Envelope ID: EB3558CA-FEEF-496A-8858-1C18D90F74F7
Exhibit E
Insurance Requirements
E.1 Insurance. Prior to the beginning of and throughout the duration of this
Agreement, the following policies 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 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Non-contributory
Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Auto Liability Additional Insured
Personal Auto Declaration Page if applicable
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
Workers' Compensation
(per statutory requirements)
Must include the following endorsements:
Workers Compensation with Waiver of Subrogation
Workers Compensation Declaration of Sole Proprietor if applicable
Cyber Liability
$1,000,000 (per occurrence)
$2,000,000 (general 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 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.
Exhibit E
Page 1 of 6
DocuSign Envelope ID: EB3558CA-FEEF-496A-8858-1C18D90F74F7
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.
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 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.
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.
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.
Exhibit E
Page 2 of 6
DocuSign Envelope ID: EB3558CA-FEEF-496A-8858-1C18D90F74F7
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,
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
Exhibit E
Page 3 of 6
DocuSign Envelope ID: EB3558CA-FEEF-496A-8858-1C18D90F74F7
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
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
Exhibit E
Page 4 of 6
DocuSign Envelope ID: EB3558CA-FEEF-496A-8858-1C18D90F74F7
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
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
Exhibit E
Page 5 of 6
DocuSign Envelope ID: EB3558CA-FEEF-496A-8858-1C18D90F74F7
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
Page 6 of 6
DocuSign Envelope ID: EB3558CA-FEEF-496A-8858-1C18D90F74F7
Exhibit F
Indemnification
F.1 Indemnity for the Benefit of City.
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
Page 1 of 2
DocuSign Envelope ID: EB3558CA-FEEF-496A-8858-1C18D90F74F7
d. Indemnification Provision for Design 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
Page 2 of 2
DocuSign
Certificate Of Completion
Envelope Id: EB3558CAFEEF496A8858lCl8D9OF74F7
Status: Completed
Subject: Complete with DocuSign: Revised Visual Edge IT PRINTER Contract 2024.pdf
Source Envelope:
Document Pages: 30 Signatures: 2
Envelope Originator:
Certificate Pages: 4 Initials: 0
Amanda Maze
AutoNav: Enabled
3874 Highland Park NW
Envelopeld Stamping: Enabled
North Canton, OH 44720
Time Zone: (UTC-05:00) Eastern Time (US & Canada)
amaze@visualedgeit.com
IP Address: 47.158.212.92
Record Tracking
Status: Original Holder: Amanda Maze Location: DocuSign
1/30/2024 7:16:22 PM amaze@visualedgeit.com
Signer Events Signature Timestamp
Judith Jarvis s9 dby: Sent: 1/30/2024 7:18:38 PM
jjarvis@visualedgeit.com iViewed: 1/30/2024 7:39:28 PM
EVP & CSO ED
CC4D0990504D4AB... Signed: 1/30/2024 7:41:07 PM
Security Level: Email, Account Authentication
(None) Signature Adoption: Drawn on Device
Using IP Address: 174.236.96.218
Signed using mobile
Electronic Record and Signature Disclosure:
Accepted: 1/30/2024 7:39:28 PM
ID:3448696b-5c4d-4566-8e5d-ffeeaedec6dd
Company Name: Visual Edge
In Person Signer Events
Signature
Timestamp
Editor Delivery Events
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Timestamp
Agent Delivery Events
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Timestamp
Intermediary Delivery Events
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Timestamp
Certified Delivery Events
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Timestamp
Carbon Copy Events
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Witness Events
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Notary Events
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Envelope Summary Events
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Hashed/Encrypted
1/30/2024 7:18:38 PM
Certified Delivered
Security Checked
1/30/2024 7:39:28 PM
Signing Complete
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Completed
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Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 10/28/2023 1:21:38 PM
Parties agreed to: Judith Jarvis
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Visual Edge (we, us or Company) may be required by law to provide to you
certain written notices or disclosures. Described below are the terms and conditions for providing
to you such notices and disclosures electronically through the DocuSign system. Please read the
information below carefully and thoroughly, and if you can access this information electronically
to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please
confirm your agreement by selecting the check -box next to `I agree to use electronic records and
signatures' before clicking `CONTINUE' within the DocuSign system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. You will have the ability to download and print documents we send
to you through the DocuSign system during and immediately after the signing session and, if you
elect to create a DocuSign account, you may access the documents for a limited period of time
(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to
send you paper copies of any such documents from our office to you, you will be charged a
$0.00 per -page fee. You may request delivery of such paper copies from us by following the
procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to
receive required notices and consents electronically from us or to sign electronically documents
from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact Visual Edge:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: salesforcehelpdesk@visualedgeit.com
To advise Visual Edge of your new email address
To let us know of a change in your email address where we should send notices and disclosures
electronically to you, you must send an email message to us
at salesforcehelpdesk@visualedgeit.com and in the body of such request you must state: your
previous email address, your new email address. We do not require any other information from
you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your
account preferences.
To request paper copies from Visual Edge
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an email
to salesforcehelpdesk@visualedgeit.com and in the body of such request you must state your
email address, full name, mailing address, and telephone number. We will bill you for any fees at
that time, if any.
To withdraw your consent with Visual Edge
To inform us that you no longer wish to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your signing session, and on the subsequent page,
select the check -box indicating you wish to withdraw your consent, or you may;
ii. send us an email to salesforcehelpdesk@visualedgeit.com and in the body of such request you
must state your email, full name, mailing address, and telephone number. We do not need any
other information from you to withdraw consent.. The consequences of your withdrawing
consent for online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The
current system requirements are found here: hops://support.docusi n�guides/signer--uide-
signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please confirm that you have
read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for
your future reference and access; or (ii) that you are able to email this ERSD to an email address
where you will be able to print on paper or save it for your future reference and access. Further,
if you consent to receiving notices and disclosures exclusively in electronic format as described
herein, then select the check -box next to `I agree to use electronic records and signatures' before
clicking `CONTINUE' within the DocuSign system.
By selecting the check -box next to `I agree to use electronic records and signatures', you confirm
that:
You can access and read this Electronic Record and Signature Disclosure; and
You can print on paper this Electronic Record and Signature Disclosure, or save or send
this Electronic Record and Disclosure to a location where you can print it, for future
reference and access; and
Until or unless you notify Visual Edge as described above, you consent to receive
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to you by Visual Edge during the course of your relationship with Visual Edge.
CONSENT CALENDAR ITEM NO. 7
City of La Quinta
CITY COUNCIL MEETING: January 16, 2024
STAFF REPORT
AGENDA —'-- —: APPROVE AGREEMENT FOR CONTRACT SERVICES WITH
VISUAL EDGE IT FOR PRINTER/COPIER PURCHASE AND MAINTENANCE
SERVICES FOR FISCAL YEARS 2023/2024 THROUGH 2O28/2029; AND APPROVE
DISPOSAL OF SURPLUS EQUIPMENT
RECOMMENDATION
Approve Agreement for Contract Services with Visual Edge IT for Printer/Copier Purchase
and Maintenance Services for a total not to exceed amount of $182,000 for a five-year
term; authorize the City Manager to finalize any insubstantial modifications and execute
the agreement; and approve disposal of surplus printer and copier equipment.
EXECUTIVE SUMMARI
• The City's existing inventory of Printer/Copiers has aged and is in need of
replacement.
• The City published a Request for Proposals (RFP) for printer/copier purchase and
maintenance services, including equipment replacement; 17 responses were
received; and Visual Edge IT (Visual Edge) was selected as the most qualified and
competitive vendor.
FISCAL IMPACT
The not to exceed amount is $182,000 over the life of the contract (a five-year term)
starting from date of full execution. The initial costs during year one of the contract include
purchase of a fleet of printers to replace the existing fleet that will be sold to Visual Edge
IT as part of the contract. Funds are available and will be budgeted in 502-0000-60662
(Copiers) for supplies, and 502-0000-80100 (Machinery and Equipment) for purchase of
the new fleet.
A breakdown of costs and the expenditure schedule is as follows:
Contract Services Agreement
One -Time Fees
Annually
Contingency
Recurring Fees
Budget
Purchase of 18 Printer/Copiers (w/
$128,500
N/A
N/A
Taxes
Service and Supplies
N/A
$37,057
N/A
Contingency Budget (Equipment
N/A
N/A
$16,445
and Miscellaneous Contract Needs)
113
Fiscal Year
FY 2023/2024
FY 2024/2025
FY 2025/2026
FY 2026/2027
FY 2027/2028
FY 2023 - 2028
Total
Estimated Annual Contract Costs
Year One Total $135,911
Year Two Total $7,411
Year Three Total
$7,411
$7,411
Year Four Total
Year Five Total
$7,411
Contingency
$16,445
Contract Total
$182,000
Estimated Budget Expenditure Schedule
Account No.
Expenditure
502-0000-60662 (Copiers) $7,411
502-0000-80100 (Machinery and Equipment) $128,500
502-0000-60662 (Copiers)
502-0000-60662 (Copiers)
502-0000-60662 (Copiers)
502-0000-60662 (Copiers)
502-0000-80100 (Machinery and Equipment)
BACKGROUND/ANALYSIS
$7,411
$7,411
$7,411
$7,411
$16,445
182 000
The City's current fleet of printers/copiers has aged, with some units being over 10-15
years old and experiencing hardware issues.
In September 2023, staff published an RFP for printer/copier purchase and maintenance
services, including equipment replacement; 17 proposals were received. The winning bid
was selected based on competitive pricing, scope of services offered, including
maintenance, and overall experience and qualifications.
It is more cost effective for the City to purchase 18 printers/copiers rather than lease the
equipment. Visual Edge will be required to retrieve and dispose of the existing fleet,
providing a discount and cost savings for the City. Per the City Surplus Policy developed
in conjunction with the Finance Department and State of California Purchasing Policy
Guidelines, staff requests Council approve the direct sale of the existing printer/copier
equipment to Visual Edge, rather than a public auction at a later time, to avoid any
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challenges with having to store bulky equipment and to recover greater monetary value
by selling directly to the vendor, rather than anticipated sales through a public auction
process.
Visual Edge will provide maintenance services including supplies and equipment repair
during the five-year period outlined in the agreement (Attachment 1).
ALTERNATIVES
Council may elect to not pursue this contract, and direct Staff to return with alternative
opportunities.
Prepared by: Doug Kinley, Management Analyst
Approved by: Gilbert Villalpando, Director
Attachment: 1. Contract Services Agreement with Visual Edge IT
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