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Home My WebLink AboutXEROX CORPORATION; 2024-09-20; Page 1 City Attorney Approved Version 5/22/2024 AGREEMENT FOR PRINTER/COPIER PURCHASE AND MONTHLY SERVICES XEROX CORPORATION THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2024, by and between the City of Carlsbad, California, a municipal corporation ("City") and Xerox Corporation, a California corporation, ("Contractor"). RECITALS A. City requires the equipment and professional services of a consultant that is experienced in providing printing/coping devices to public facing service providers and services required to maintenance these devices. B. Contractor has the necessary experience in providing equipment and professional services and advice related to the equipment and service described above. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to provide and perform, and Contractor agrees to render the equipment and, those services (the "Services") that are defined in attached Exhibit "A," including the Omnia Partners – Region 4 Education Service Center (ESC) Contract # R191104 printer equipment pricing terms, which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of five (5) years from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year terms or parts thereof at the same pricing as the first five (5) years, or other pricing as applicable. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed thirty-eight thousand two hundred forty-two dollars and fifty-three cents ($38,242.53) for the on-time equipment purchase and plus the annual minimum fee of one thousand six hundred eighty dollars (1,680.00) per year for five (5) years or the per print charges amount based on monthly meter counts Docusign Envelope ID: 2C3E0858-52A3-4A1D-8C29-8533E68B7A63Docusign Envelope ID: 960804A5-D261-4838-86AD-8C3184FC8161 September 20th Page 2 City Attorney Approved Version 5/22/2024 whichever is higher for five (5) years as reference in the Maintenance Pricing sections for each City facility site in Exhibit “A”. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed the annual amount as described above per Agreement year. Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include actual print counts per printer/copier per facility and costs for approval by the City. Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. Docusign Envelope ID: 2C3E0858-52A3-4A1D-8C29-8533E68B7A63Docusign Envelope ID: 960804A5-D261-4838-86AD-8C3184FC8161 Page 3 City Attorney Approved Version 5/22/2024 If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. Docusign Envelope ID: 2C3E0858-52A3-4A1D-8C29-8533E68B7A63Docusign Envelope ID: 960804A5-D261-4838-86AD-8C3184FC8161 Page 4 City Attorney Approved Version 5/22/2024 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of three years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.” 10.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements under this Agreement. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. Docusign Envelope ID: 2C3E0858-52A3-4A1D-8C29-8533E68B7A63Docusign Envelope ID: 960804A5-D261-4838-86AD-8C3184FC8161 Page 5 City Attorney Approved Version 5/22/2024 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. Notwithstanding the foregoing, Xerox, its employees, agents, subcontractors, and/or licensors shall retain all rights to the work developed by Xerox. Should Xerox use or incorporate into any deliverable, any computer program, code, or other materials developed by Xerox independently of performing the Services (“Pre-existing Work”), Xerox shall retain any and all rights in such Pre-existing Work. Xerox grants the City a non-exclusive, perpetual, fully paid-up worldwide right to use, display, reproduce, and modify the Pre-existing Work for the City’s internal business needs. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name Maria Callander Name Martin Soto Title IT Director Title Major Account Manager Dept IT Address 5700 Warland Dr CITY OF CARLSBAD CYPRESS, CA 9063 Address 1635 Faraday Ave Phone 562.658.6507 Carlsbad, CA 92008 Email Martin.Soto2@xerox.com Phone 442.339.2454 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number Docusign Envelope ID: 2C3E0858-52A3-4A1D-8C29-8533E68B7A63Docusign Envelope ID: 960804A5-D261-4838-86AD-8C3184FC8161 City Attorney Approved Version 5/22/2024 Page 6 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services as agreed upon under this Agreement after the City has provided thirty (30) days to cure Contractor’s shortfall, City may terminate the affected equipment under this Agreement for nonperformance by notifying Contractor by certified mail of the termination. . City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering ninety (90) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work as stated under this Agreement unless due to Contractor’s breach; however, the total will not exceed the lump sum fee payable under this Agreement. Termination under this provision shall not apply to orders received and equipment installed prior to the effective date of termination. Docusign Envelope ID: 2C3E0858-52A3-4A1D-8C29-8533E68B7A63Docusign Envelope ID: 960804A5-D261-4838-86AD-8C3184FC8161 City Attorney Approved Version 5/22/2024 Page 7 The City may terminate this Agreement due to funding non-appropriation; In the event of non- appropriation, Contractor requires that the City sends Contractor written notice, within 31-days of its governing body’s decision not to appropriate funds, stating that the City’s governing body failed to appropriate funds. The notice must certify that the canceled equipment is not being replaced by equipment performing similar functions during the ensuing fiscal year and indicate that the decision to cancel the Agreement was not initiated by any individual involved in the Agreement’s management or execution. The City will then be released from its obligation to make any further payments beyond those through the end of the last fiscal year for which funds have been appropriated. 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 24. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. Docusign Envelope ID: 2C3E0858-52A3-4A1D-8C29-8533E68B7A63Docusign Envelope ID: 960804A5-D261-4838-86AD-8C3184FC8161 City Attorney Approved Version 5/22/2024 Page 8 26. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 27. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. Signature Authorization of Following Page Docusign Envelope ID: 2C3E0858-52A3-4A1D-8C29-8533E68B7A63Docusign Envelope ID: 960804A5-D261-4838-86AD-8C3184FC8161 City Attorney Approved Version 5/22/2024 Page 9 28. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this___________ day of _______________________, 2024. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California Xerox Corporation, a Connecticut corporation By: By: (sign here) IT Director Chaley Henderson, Finance Director (print name/title) ATTEST: SHERRY FREISINGER, City Clerk By: Deputy City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney Docusign Envelope ID: 2C3E0858-52A3-4A1D-8C29-8533E68B7A63 September13th Docusign Envelope ID: 960804A5-D261-4838-86AD-8C3184FC8161 Senior WS BJ4044 05/21/2024 12:04:02 Copyright© 2008 XEROX CORPORATION. All rights reserved. Page 1 of 8 1 3 1 7 0 6 1 0 5 0 0 1 0 0 8 0 Exhibit "A" Purchase Agreement Customer: CITY OF CARLSBAD BillTo: CITY OF CARLSBAD PURCHASING 1635 FARADAY AVE CARLSBAD, CA 92008-7314 Install: CITY OF CARLSBAD COLE LIBRARY VILLAGE DR 1250 CARLSBAD CARLSBAD, CA 92008-1949 State or Local Government Negotiated Contract : 072816000 Item Product Description Agreement Information Reques ted Install Date 1. C8135H2 (XEROX C8135H2) - Int Office Finisher - Foreign Interface Device Purchase Price: Customer Ed: Analyst Services: $4,499.00 $312.00 $433.00 6/6/2024 2. C8135H2 (XEROX C8135H2) - Int Office Finisher - Foreign Interface Device Purchase Price: $4,499.00 6/6/2024 Total Purchase Amount $9,743.00 (Excluding Applicable Taxes ) Item Monthly Minimum Payment Meter Print Charges Volume Band Per Print Rate Maintenance Plan Features 1. C8135H2 $20.00 1: Black and White Impressions All Prints $0.0066 - Term: 60 Months - Consumable Supplies Included for all prints - Pricing Fixed for Term 2: Color Impressions All Prints $0.0506 Solution Maintenance Pricing Authorized Signature Docusign Envelope ID: 960804A5-D261-4838-86AD-8C3184FC8161 Purchase Agreement WS BJ4044 05/21/2024 12:04:02 Copyright© 2008 XEROX CORPORATION. All rights reserved. Page 2 of 8 1 3 1 7 0 6 1 0 5 0 0 2 0 0 8 0 Item Monthly Minimum Payment Meter Print Charges Volume Band Per Print Rate Maintenance Plan Features 2. C8135H2 $20.00 1: Black and White Impressions All Prints $0.0066 - Term: 60 Months - Consumable Supplies Included for all prints - Pricing Fixed for Term 2: Color Impressions All Prints $0.0506 Total $40.00 Minimum Payments (Excluding Applicable Taxes) Maintenance Pricing (Cont’d) Docusign Envelope ID: 960804A5-D261-4838-86AD-8C3184FC8161 Purchase Agreement WS BJ4044 05/21/2024 12:04:02 Copyright© 2008 XEROX CORPORATION. All rights reserved. Page 3 of 8 1 3 1 7 0 6 1 0 5 0 0 2 0 0 8 0 BillTo: CITY OF CARLSBAD PURCHASING 1635 FARADAY AVE CARLSBAD, CA 92008-7314 Install: CITY OF CARLSBAD DOVE LIBRARY 1775 DOVE LN CARLSBAD, CA 92011-4048 State or Local Government Negotiated Contract : 072816000 Item Product Description Agreement Information Reques ted Install Date 1. C8135H2 (XEROX C8135H2) - Int Office Finisher - Foreign Interface Device Purchase Price: Customer Ed: Analyst Services: $4,499.00 $312.00 $433.00 6/6/2024 2. C8135H2 (XEROX C8135H2) - Int Office Finisher - Foreign Interface Device Purchase Price: $4,499.00 6/6/2024 Total Purchase Amount $9,743.00 (Excluding Applicable Taxes ) Item Monthly Minimum Payment Meter Print Charges Volume Band Per Print Rate Maintenance Plan Features 1. C8135H2 $20.00 1: Black and White Impressions All Prints $0.0066 - Term: 60 Months - Consumable Supplies Included for all prints - Pricing Fixed for Term 2: Color Impressions All Prints $0.0506 2. C8135H2 $20.00 1: Black and White Impressions All Prints $0.0066 - Term: 60 Months - Consumable Supplies Included for all prints - Pricing Fixed for Term 2: Color Impressions All Prints $0.0506 Total $40.00 Minimum Payments (Excluding Applicable Taxes) Solution Maintenance Pricing Docusign Envelope ID: 960804A5-D261-4838-86AD-8C3184FC8161 Purchase Agreement WS BJ4044 05/21/2024 12:04:02 Copyright© 2008 XEROX CORPORATION. All rights reserved. Page 4 of 8 4 0 0 8 0 BillTo: CITY OF CARLSBAD PURCHASING 1635 FARADAY AVE CARLSBAD, CA 92008-7314 Install: CITY OF CARLSBAD LIBRARY LEARNING CTR 3368 EUREKA PL CARLSBAD, CA 92008-2519 State or Local Government Negotiated Contract : 072816000 Item Product Description Agreement Information Reques ted Install Date 1. C415DN (XEROX C415DN) - Carrier Deliv/instal - 550+100 Sheet Tray Purchase Price: Customer Ed: Analyst Services: $1,763.00 $290.00 $467.00 6/6/2024 2. C415DN (XEROX C415DN) - Carrier Deliv/instal - 550+100 Sheet Tray Purchase Price: $1,763.00 6/6/2024 3. C8135H2 (XEROX C8135H2) - Int Office Finisher - Foreign Interface Device Purchase Price: Customer Ed: Analyst Services: $4,499.00 $312.00 $433.00 6/6/2024 Total Purchase Amount $9,527.00 (Excluding Applicable Taxes ) Item Monthly Minimum Payment Meter Print Charges Volume Band Per Print Rate Maintenance Plan Features 1. C415DN $8.00 1: Black and White Impressions All Prints $0.0218 - Term: 60 Months - Consumable Supplies Included for all prints - Pricing Fixed for Term 2: Color Impressions All Prints $0.0996 2. C415DN $8.00 1: Black and White Impressions All Prints $0.0218 - Term: 60 Months - Consumable Supplies Included for all prints - Pricing Fixed for Term 2: Color Impressions All Prints $0.0996 Solution Maintenance Pricing Docusign Envelope ID: 960804A5-D261-4838-86AD-8C3184FC8161 Purchase Agreement WS BJ4044 05/21/2024 12:04:02 Copyright© 2008 XEROX CORPORATION. All rights reserved. Page 5 of 8 5 0 0 8 0 Item Monthly Minimum Payment Meter Print Charges Volume Band Per Print Rate Maintenance Plan Features 3. C8135H2 $20.00 1: Black and White Impressions All Prints $0.0066 - Term: 60 Months - Consumable Supplies Included for all prints - Pricing Fixed for Term 2: Color Impressions All Prints $0.0506 Total $36.00 Minimum Payments (Excluding Applicable Taxes) Maintenance Pricing (Cont’d) Docusign Envelope ID: 960804A5-D261-4838-86AD-8C3184FC8161 Purchase Agreement WS BJ4044 05/21/2024 12:04:02 Copyright© 2008 XEROX CORPORATION. All rights reserved. Page 6 of 8 6 0 0 8 0 BillTo: CITY OF CARLSBAD PURCHASING 1635 FARADAY AVE CARLSBAD, CA 92008-7314 Install: CITY OF CARLSBAD SENIOR CENTER 799 PINE AVE CARLSBAD, CA 92008-2428 State or Local Government Negotiated Contract : 072816000 Item Product Description Agreement Information Reques ted Install Date 1. C415DN (XEROX C415DN) - Carrier Deliv/instal - 550+100 Sheet Tray Purchase Price: Customer Ed: Analyst Services: $1,763.00 $290.00 $467.00 6/6/2024 2. C415DN (XEROX C415DN) - Carrier Deliv/instal - 550+100 Sheet Tray Purchase Price: $1,763.00 6/6/2024 Total Purchase Amount $4,283.00 (Excluding Applicable Taxes ) Item Monthly Minimum Payment Meter Print Charges Volume Band Per Print Rate Maintenance Plan Features 1. C415DN $8.00 1: Black and White Impressions All Prints $0.0218 - Term: 60 Months - Consumable Supplies Included for all prints - Pricing Fixed for Term 2: Color Impressions All Prints $0.0996 2. C415DN $8.00 1: Black and White Impressions All Prints $0.0218 - Term: 60 Months - Consumable Supplies Included for all prints - Pricing Fixed for Term 2: Color Impressions All Prints $0.0996 Total $16.00 Minimum Payments (Excluding Applicable Taxes) Solution Maintenance Pricing Docusign Envelope ID: 960804A5-D261-4838-86AD-8C3184FC8161 Purchase Agreement WS BJ4044 05/21/2024 12:04:02 Copyright© 2008 XEROX CORPORATION. All rights reserved. Page 7 of 8 7 0 0 8 0 BillTo: CITY OF CARLSBAD PURCHASING 1635 FARADAY AVE CARLSBAD, CA 92008-7314 Install: CITY OF CARLSBAD PINE COMMUNITY CENTER 320 HARDING ST CARLSBAD, CA 92008 State or Local Government Negotiated Contract : 072816000 Item Product Description Agreement Information Reques ted Install Date 1. C415DN (XEROX C415DN) - Carrier Deliv/instal Purchase Price: $1,763.00 6/6/2024 - 550+100 Sheet Tray Customer Ed: Analyst Services: $290.00 $467.00 Total Purchase Amount $2,520.00 (Excluding Applicable Taxes ) Item Monthly Minimum Payment Meter Print Charges Volume Band Per Print Rate Maintenance Plan Features 1. C415DN $8.00 1: Black and White Impressions All Prints $0.0218 - Term: 60 Months - Consumable Supplies Included for all prints - Pricing Fixed for Term 2: Color Impressions All Prints $0.0996 Total $8.00 Minimum Payments (Excluding Applicable Taxes) Solution Taxable Items $31,310.00 Non Taxable Items $ 4,506.00 Taxes $ 2,426.53 Total Cost $38,242.53 Maintenance Pricing Docusign Envelope ID: 960804A5-D261-4838-86AD-8C3184FC8161 Purchase Agreement WS BJ4044 05/21/2024 12:04:02 Copyright© 2008 XEROX CORPORATION. All rights reserved. Page 8 of 8 8 0 0 8 0 INTRODUCTION: Terms and Conditions SOLUTION/SERVICES: 1. NEGOTIATED CONTRACT. The Products are subject solely to the terms in the Negotiated Contract identified on the face of this Agreement, and the Printer/Copier Purchase and Monthly Services Xerox Corporation Agreement with the City of Carlsbad. GOVERNMENT TERMS: 2. REPRESENTATIONS & WARRANTIES. This provision is applicable to governmental entities only. You represent and warrant, as of the date of this Agreement, that: (1) you are a State or a fully constituted political subdivision or agency of the State in which you are located and are authorized to enter into, and carry out, your obligations under this Agreement and any other documents required to be delivered in connection with this Agreement (collectively, the "Documents"); (2) the Documents have been duly authorized, executed and delivered by you in accordance with all applicable laws, rules, ordinances and regulations (including all applicable laws governing open meetings, public bidding and appropriations required in connection with this Agreement and the acquisition of the Products) and are valid, legal, binding agreements, enforceable in accordance with their terms; (3) the person(s) signing the Documents have the authority to do so, are acting with the full authorization of your governing body and hold the offices indicated below their signatures, each of which are genuine; (4) the Products are essential to the immediate performance of a governmental or proprietary function by you within the scope of your authority and will be used during the Term only by you and only to perform such function; and (5) your payment obligations under this Agreement constitute a current expense and not a debt under applicable state law and no provision of this Agreement constitutes a pledge of your tax or general revenues, and any provision that is so construed by a court of competent jurisdiction is void from the inception of this Agreement. 3. FUNDING. This provision is applicable to governmental entities only. You represent and warrant that all payments due and to become due during your current fiscal year are within the fiscal budget of such year and are included within an unrestricted and unencumbered appropriation currently available for the purchase/maintenance of the Products, and it is your intent to use the Products for the entire term and to make all payments required under this Agreement. If (1) through no action initiated by you, your legislative body does not appropriate funds for the continuation of this Agreement for any fiscal year after the first fiscal year and has no funds to do so from other sources, and (2) you have made a reasonable but unsuccessful effort to find a creditworthy assignee acceptable to Xerox in its sole discretion within your general organization who can continue this Agreement, this Agreement may be terminated. To effect this termination, you must, at least 30 days prior to the beginning of the fiscal year for which your legislative body does not appropriate funds, notify Xerox in writing that your legislative body failed to appropriate funds and that you have made the required effort to find an assignee. Your notice must be accompanied by payment of all sums then owed through the current year under this Agreement. You will return the Equipment at your expense to a location designated by Xerox and, when returned, the Equipment will be in good condition and free of all liens and encumbrances. You will then be released from any further payment obligations beyond those payments due for the current fiscal year (with Xerox retaining all sums paid to date). 4. OVERSIZE PRINTS. Each print made on the following Equipment; C8135H2, that is larger than 145 square inches (e.g., 11 x 17 = 187 square inches), but less than or equal to 491 mm in length, will register as two (2) prints on the applicable (B&W/color) meter, and, for that Equipment with extra-long print capability, for any impressions greater than 491 mm will register up to four (4) prints on the applicable (B&W/color) meter. PRICING PLAN/OFFERING SELECTED: 5. FIXED PRICING. If "Pricing Fixed for Term" is identified in Maintenance Plan Features, the maintenance component of the Minimum Payment and Print Charges will not increase during the initial Term of this Agreement. GENERAL TERMS & CONDITIONS: 6. REMOTE SERVICES. Certain models of Equipment are supported and serviced using product information that is automatically collected by Xerox or transmitted to or from Xerox by the Equipment connected to your network ("Remote Product Info") via electronic transmission to a secure off-site location ("Remote Transmission"). Remote Transmission also enables Xerox to transmit Releases of Software to you and to remotely diagnose and modify Equipment to repair and correct malfunctions. Examples of Remote Product Info include product registration, meter read, supply level, Equipment configuration and settings, software version, and problem/fault code information. Remote Product Info may be used by Xerox for billing, report generation, supplies replenishment, support services, recommending additional products and services, and product improvement/development purposes. Remote Product Info will be transmitted to and from you in a secure manner mutually agreeable to the parties. Remote Transmission will not allow Xerox to read, view or download the content of any of your documents or other information residing on or passing through the Equipment or your information management systems. You grant the right to Xerox, without charge, to conduct Remote Transmission for the purposes described above. Upon Xerox's request, you will (a) provide contact information for Equipment such as name and address of your contact and IP and physical addresses/locations of Equipment and (b) ensure that any Maintenance Release or Update released by Xerox to provide security patches, releases and/or certificates for the Remote Transmission and/or Software is promptly enabled by Customer upon notification by Xerox or by the Equipment or when otherwise made available on xerox.com. You will enable Remote Transmission via a method mutually agreeable to both parties, and you will provide reasonable assistance to allow Xerox to provide Remote Transmission. Unless Xerox deems Equipment incapable of Remote Transmission, you will ensure that Remote Transmission is maintained at all times Maintenance Services are being performed. If you are unable to maintain Remote Transmission, or if Xerox disables Remote Transmission from any Equipment at your request, or if you disable Remote Transmission from any Equipment, Xerox reserves the right to charge you a per device fee for such affected Equipment due to the increased service visits that will be required in order to (x) obtain such information, (y) provide such transmissions, and (z) provide such Maintenance Services and Consumable Supplies that otherwise would have been provided remotely and/or proactively. Docusign Envelope ID: 960804A5-D261-4838-86AD-8C3184FC8161 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY Willis Towers Watson Northeast, Inc.c/o 26 Century BlvdP.O. Box 305191Nashville, TN 372305191 USA Xerox Corporation201 Merritt 7Norwalk, CT 068511056 This Voids and Replaces Previously Issued Certificate Dated 09/09/2024 WITH ID: W34652732. Policy mentioned above applies to workers compensation WC WI.SEE ATTACHED City of Carlsbad1635 Faraday AveCarlsbad, CA 92008 09/16/2024 1-877-945-7378 1-888-467-2378 certificates@wtwco.com ACE American Insurance Company 22667 ACE Property & Casualty Insurance Company Indemnity Insurance Company of North Ameri 20699 43575 ACE Fire Underwriters Insurance Company 20702 W34685205 A 2,000,000 2,000,000 5,000 2,000,000 10,000,000 2,000,000 Y HDO G4889740A 01/01/2024 01/01/2025 A 5,000,000 01/01/202501/01/2024YISA H10824448 B 5,000,000 XEU G2820176A 008 01/01/2024 01/01/2025 5,000,000 WLR C55514872CY 1,000,000No01/01/2024 01/01/2025 1,000,000 1,000,000 D Workers Compensation and Employers’ Liability E.L. Each AccidentSCF C55514963 01/01/2024 01/01/2025 E.L. Disease-EA Empl Per Statute E.L. Disease-Pol Lmt 362171626438199SR ID:BATCH: $1,000,000 $1,000,000 $1,000,000 WTW Certificate Center Page 1 of 2Docusign Envelope ID: 960804A5-D261-4838-86AD-8C3184FC8161 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: Xerox Corporation201 Merritt 7Norwalk, CT 068511056 The City of Carlsbad Redevelopment Agency, Housing Authority or Carlsbad Municipal Water District) its officials, employees and volunteers are additional insured under the above General Liability and Auto Liability but only regarding liability arising from negligent acts or omissions of above Named Insured and to the extent required by written contract. This insurance is primary and non-contributory to other insurance available to the additional insured limited to liability arising out of the operations of the named insured and where required by written contract. Waiver of Subrogation applies in favor of with respects to General Liability. INSURER AFFORDING COVERAGE: ACE American Insurance Company NAIC#: 22667 POLICY NUMBER: WLR C55514823 EFF DATE: 01/01/2024 EXP DATE: 01/01/2025 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Workers Compensation and E.L. Each Accident $1,000,000 Employers’ Liability E.L. Disease-EA Empl $1,000,000 Per Statute E.L. Disease-Pol Lmt $1,000,000 2 2 Willis Towers Watson Northeast, Inc. See Page 1 See Page 1 See Page 1 See Page 1 25 Certificate of Liability Insurance W34685205CERT:3621716BATCH:26438199SR ID: Docusign Envelope ID: 960804A5-D261-4838-86AD-8C3184FC8161 Ýß îð ðï ïð ïí w ×²-«®¿²½» Í»®ª·½»- Ñºº·½»ô ×²½òô îðïï Ð¿¹»ï ±ºî Ò¿³»¼ ×²-«®»¼æ È»®±¨ Ý±®°±®¿¬·±² Û²¼±®-»³»²¬ Ûºº»½¬·ª» Ü¿¬»æ ÍÝØÛÜËÔÛ ×²-«®¿²½» Ý±³°¿²§æ ßÝÛ ß³»®·½¿² ×²-«®¿²½» Ý±³°¿²§ Ð±´·½§ Ò«³¾»®æ Û¨°·®¿¬·±² Ü¿¬»æ Ò¿³»¼ ×²-«®»¼æ È»®±¨ Ý±®°±®¿¬·±² ß¼¼®»--æ îðï Ó»®®·¬ é Ò±®©¿´µ ÝÌ ðêèëï ß¼¼·¬·±²¿´ ×²-«®»¼ øÔ»--±®÷æ ß²§ Ô»--±® ©¸±³ §±« ¸¿ª» ¿¹®»»¼ ¬± ·²½´«¼» ¿- ¿² ¿¼¼·¬·±²¿´ ·²-«®»¼ «²¼»® ¿ ©®·¬¬»² ½±²¬®¿½¬ô °®±ª·¼»¼ -«½¸ ½±²¬®¿½¬ ©¿- »¨»½«¬»¼ °®·±® ¬± ¬¸» ¼¿¬» ±º ´±--ò ß¼¼®»--æ Ü»-·¹²¿¬·±² Ñ® Ü»-½®·°¬·±² Ñº þÔ»¿-»¼ ß«¬±-þæ Ý±ª»®¿¹»-Ô·³·¬ Ñº ×²-«®¿²½» Ý±ª»®»¼ ß«¬±- Ô·¿¾·´·¬§ü 5, 000,000 Û¿½¸ þß½½·¼»²¬þ Ý±³°®»¸»²-·ª» ß½¬«¿´ Ý¿-¸ Ê¿´«» Ñ® Ý±-¬ Ñº Î»°¿·®ô É¸·½¸»ª»® ×- Ô»--ô Ó·²«- ü Ü»¼«½¬·¾´» Ú±® Û¿½¸ Ý±ª»®»¼ þÔ»¿-»¼ ß«¬±þ Ý±´´·-·±² ß½¬«¿´ Ý¿-¸ Ê¿´«» Ñ® Ý±-¬ Ñº Î»°¿·®ô É¸·½¸»ª»® ×- Ô»--ô Ó·²«- ü Ü»¼«½¬·¾´» Ú±® Û¿½¸ Ý±ª»®»¼ þÔ»¿-»¼ ß«¬±þ Ì¸·- »²¼±®-»³»²¬ ½¸¿²¹»- ¬¸» °±´·½§ »ºº»½¬·ª» ±² ¬¸» ·²½»°¬·±² ¼¿¬» ±º ¬¸» °±´·½§ «²´»-- ¿²±¬¸»® ¼¿¬» ·- ·²¼·½¿¬»¼ ¾»´±©ò ¬¸» »²¼±®-»³»²¬ò É·¬¸ ®»-°»½¬ ¬± ½±ª»®¿¹» °®±ª·¼»¼ ¾§ ¬¸·- »²¼±®-»³»²¬ô ¬¸» °®±ª·-·±²- ±º ¬¸» Ý±ª»®¿¹» Ú±®³ ¿°°´§ «²´»-- ³±¼·º·»¼ ¾§ ÓÑÌÑÎ ÝßÎÎ×ÛÎ ÝÑÊÛÎßÙÛ ÚÑÎÓ ÞËÍ×ÒÛÍÍ ßËÌÑ ÝÑÊÛÎßÙÛ ÚÑÎÓ ßËÌÑ ÜÛßÔÛÎÍ ÝÑÊÛÎßÙÛ ÚÑÎÓ Ì¸·- »²¼±®-»³»²¬ ³±¼·º·»- ·²-«®¿²½» °®±ª·¼»¼ «²¼»® ¬¸» º±´´±©·²¹æ ÔÛÍÍÑÎ Š ßÜÜ×Ì×ÑÒßÔ ×ÒÔÛÍÍÑÎ Š ßÜÜ×Ì×ÑÒßÔ ×ÒÍÍËÎÛÜ ßÒÜ ÔÑÍÍ ÐßÇÛÛËÎÛÜ ßÒÜ ÔÑÍÍ ÐßÇÛÛ ÌØ×Í ÛÒÜÑÎÍÛÓÛÒÌ ÝØßÒÙÛÍ ÌØÛ ÐÑÔ×ÝÇò ÐÔÛßÍÛ ÎÛßÜ ×Ì ÝßÎÛÚËÔÔÇò Ýß îð ðï ïð ïí ÝÑÓÓÛÎÝ×ßÔ ßËÌÑ Û²¼±®-»³»²¬ Ò«³¾»®æ ï ÐÑÔ×ÝÇ ÒËÓÞÛÎæ ISA H10824448 ISA H10824448 01/01/2025 Ûºº»½¬·ª» Ü¿¬»æ 01/01/2024 Docusign Envelope ID: 960804A5-D261-4838-86AD-8C3184FC8161 Ð¿¹»î ±ºî w ×²-«®¿²½» Í»®ª·½»- Ñºº·½»ô ×²½òô îðïï Ýß îð ðï ïð ïí Í°»½·º·»¼ Ý¿«-»- Ñº Ô±-- ß½¬«¿´ Ý¿-¸ Ê¿´«» Ñ® Ý±-¬ Ñº Î»°¿·®ô É¸·½¸»ª»® ×- Ô»--ô Ó·²«- ü Ü»¼«½¬·¾´» Ú±® Û¿½¸ Ý±ª»®»¼ þÔ»¿-»¼ ß«¬±þ ×²º±®³¿¬·±² ®»¯«·®»¼ ¬± ½±³°´»¬» ¬¸·- Í½¸»¼«´»ô ·º ²±¬ -¸±©² ¿¾±ª»ô ©·´´ ¾» -¸±©² ·² ¬¸» Ü»½´¿®¿¬·±²-ò ßò Ý±ª»®¿¹» ïò ß²§þ´»¿-»¼¿«¬±þ ¼»-·¹²¿¬»¼±®¼»-½®·¾»¼·²¬¸» Í½¸»¼«´»©·´´¾»½±²-·¼»®»¼¿½±ª»®»¼þ¿«¬±þ §±« ±©² ¿²¼ ²±¬ ¿ ½±ª»®»¼ þ¿«¬±þ §±« ¸·®» ±® ¾±®®±©ò îò Ú±®¿þ´»¿-»¼¿«¬±þ ¼»-·¹²¿¬»¼±®¼»-½®·¾»¼·²¬¸» Í½¸»¼«´»ô ¬¸»É¸±×-ß²×²-«®»¼°®±ª·-·±²«²¼»® Ý±ª»®»¼ß«¬±-Ô·¿¾·´·¬§Ý±ª»®¿¹»·-½¸¿²¹»¼¬± ·²½´«¼»¿-¿²þ·²-«®»¼þ ¬¸»´»--±®²¿³»¼·²¬¸» Í½¸»¼«´»ò Ø±©»ª»®ô ¬¸»´»--±®·-¿²þ·²-«®»¼þ ±²´§ º±®þ¾±¼·´§·²¶«®§þ ±®þ°®±°»®¬§¼¿³¿¹»þ ®»-«´¬·²¹ º®±³ ¬¸» ¿½¬- ±® ±³·--·±²- ¾§æ ¿ò Ç±«å ¾ò ß²§ ±º §±«® þ»³°´±§»»-þ ±® ¿¹»²¬-å ±® ½ò ß²§°»®-±²ô »¨½»°¬¬¸»´»--±®±®¿²§þ»³°´±§»»þ ±®¿¹»²¬±º¬¸»´»--±®ô ±°»®¿¬·²¹¿þ´»¿-»¼¿«¬±þ ©·¬¸ ¬¸» °»®³·--·±² ±º ¿²§ ±º ¬¸» ¿¾±ª»ò íò Ì¸»½±ª»®¿¹»-°®±ª·¼»¼«²¼»®¬¸·-»²¼±®-»³»²¬ ¿°°´§¬±¿²§þ´»¿-»¼¿«¬±þ ¼»-½®·¾»¼·²¬¸» Í½¸»¼«´»«²¬·´¬¸»»¨°·®¿¬·±²¼¿¬»-¸±©²·²¬¸» Í½¸»¼«´»ô ±®©¸»²¬¸»´»--±®±®¸·-±®¸»®¿¹»²¬ ¬¿µ»-°±--»--·±²±º¬¸»þ´»¿-»¼¿«¬±þô ©¸·½¸»ª»® ±½½«®- º·®-¬ò Þò Ô±-- Ð¿§¿¾´» Ý´¿«-» ïò É»©·´´°¿§ô ¿-·²¬»®»-¬³¿§¿°°»¿®ô §±«¿²¼¬¸» ´»--±®²¿³»¼·²¬¸·-»²¼±®-»³»²¬º±®þ´±--þ ¬±¿ þ´»¿-»¼ ¿«¬±þò îò Ì¸»·²-«®¿²½»½±ª»®-¬¸»·²¬»®»-¬±º¬¸»´»--±® «²´»--¬¸»þ´±--þ ®»-«´¬-º®±³º®¿«¼«´»²¬¿½¬-±® ±³·--·±²- ±² §±«® °¿®¬ò íò ×º©»³¿µ»¿²§°¿§³»²¬¬±¬¸»´»--±®ô ©»©·´´ ±¾¬¿·² ¸·- ±® ¸»® ®·¹¸¬- ¿¹¿·²-¬ ¿²§ ±¬¸»® °¿®¬§ò Ýò Ý¿²½»´´¿¬·±² ïò ×º©»½¿²½»´¬¸»°±´·½§ô ©»©·´´³¿·´²±¬·½»¬±¬¸» ´»--±®·²¿½½±®¼¿²½»©·¬¸¬¸»Ý¿²½»´´¿¬·±² Ý±³³±² Ð±´·½§ Ý±²¼·¬·±²ò îò ×º§±«½¿²½»´¬¸»°±´·½§ô ©»©·´´³¿·´²±¬·½»¬±¬¸» ´»--±®ò íò Ý¿²½»´´¿¬·±² »²¼- ¬¸·- ¿¹®»»³»²¬ò Üò Ì¸» ´»--±® ·- ²±¬ ´·¿¾´» º±® °¿§³»²¬ ±º §±«® °®»³·«³-ò Ûò ß¼¼·¬·±²¿´ Ü»º·²·¬·±² ß- «-»¼ ·² ¬¸·- »²¼±®-»³»²¬æ þÔ»¿-»¼¿«¬±þ ³»¿²-¿²þ¿«¬±þ ´»¿-»¼±®®»²¬»¼¬± §±«ô ·²½´«¼·²¹¿²§-«¾-¬·¬«¬»ô ®»°´¿½»³»²¬±®»¨¬®¿ þ¿«¬±þ ²»»¼»¼¬±³»»¬-»¿-±²¿´±®±¬¸»®²»»¼-ô «²¼»® ¿´»¿-·²¹±®®»²¬¿´¿¹®»»³»²¬¬¸¿¬®»¯«·®»-§±«¬± °®±ª·¼» ¼·®»½¬ °®·³¿®§ ·²-«®¿²½» º±® ¬¸» ´»--±®ò Docusign Envelope ID: 960804A5-D261-4838-86AD-8C3184FC8161 HDOG4889740A Docusign Envelope ID: 960804A5-D261-4838-86AD-8C3184FC8161 Docusign Envelope ID: 960804A5-D261-4838-86AD-8C3184FC8161 G4889740A 1/1/2024 to 1/1/2025 Docusign Envelope ID: 960804A5-D261-4838-86AD-8C3184FC8161