Resolution No. 10115RESOLUTION NO. 10,115
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION
OF AN AGREEMENT FOR EXCLUSIVE PURCHASE OF GOODS
AND RELATED SERVICES WITH MICROTECH PRO, INC.
FOR PURCHASE OF PRINTER SUPPLIES AND REPAIR OF
PRINTERS AND FACSIMILE MACHINES
WHEREAS, all the departments and divisions throughout the
City of Vernon use printers and facsimile machines requiring
maintenance and repair services and supplies; and
WHEREAS, these departments and divisions provide essential
services to the City and its inhabitants; and
WHEREAS, the Information Technology Division of the Light
& Power Department has requested that supplies relating to the
City's printers be purchased on an ongoing exclusive basis from
Microtech Pro, Inc. ("Microtech") in exchange for Microtech
providing certain maintenance and repair services on the City's
printers and facsimile machines at no additional cost; and
WHEREAS, the Information Technology Division of the Light
& Power Department has determined that Microtech is qualified and
capable of providing the supplies and services for a total not to
exceed sum of $65,000.00; and
WHEREAS, by memo dated November 25, 2009, the City
Administrator recommends the City enter into an agreement setting
forth the terms and conditions under which Microtech will provide
the supplies and services for the 2009-2010 fiscal year; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (b)(1) of
Section 2.27 of the Vernon City Code, it is in the public interest
and necessity to enter into an agreement with Microtech to provide
the supplies and services to ensure the uninterrupted support of the
printers and facsimile machines used by the City.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon does
hereby find and determine that the recitals contained hereinabove
are true and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Agreement for Exclusive Purchase of Goods and Related
Services between the City of Vernon and Microtech for the supplies
and services ("Agreement"), a copy of which is attached hereto as
Exhibit A and incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for,
and on behalf of, the City of Vernon and the City Clerk, or Deputy
City Clerk, is hereby authorized to attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to take whatever
actions are deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and
the transactions herein approved or authorized.
SECTION 5: The City Council of the City of Vernon hereby
directs the City Clerk, or her designee, to send a fully executed
Agreement to:
Microtech Pro, Inc.
Attn.: John Nguyen, President
27461 Appari Drive
Mission Viejo, CA 92692
- 2 -
SECTION 6: The City Clerk of the City of Vernon shall
certify to the passage, approval and adoption of this resolution,
and the City Clerk of the City of Vernon shall cause this resolution
and the City Clerk's certification to be entered in the File of
Resolutions of the Council of this City.
APPROVED AND ADOPTED this 7th day of December, 2009.
ATTEST:
MANUELA GIRO -, C'ty Clerk
Name• Hilari.o Gonzales
Title: Mayor /e
_3_
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 10,115,
was duly passed, approved and adopted by the City Council of the
City of Vernon at a regular meeting of the City Council duly held on
Monday, December 7, 2009, and thereafter was duly signed by the
Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this jPa4- day of December, 2009, at Vernon,
California.
(SEAL)
MANUELA GIRON, 1tity Clerk
_4-
i
AGREEMENT FOR EXCLUSIVE PURCHASE OF GOODS AND RELATED
SERVICES BETWEEN THE CITY OF VERNON AND MICROTECH PRO, INC.
FOR PURCHASE OF PRINTER SUPPLIES AND REPAIR OF PRINTERS AND
FASCIMILE MACHINES
COVER PAGE
Name of Vendor: Microtech Pro, Inc.
Responsible Principal of Vendor: John Nguyen
Notice Information - Vendor: Microtech Pro, Inc.
27461 Appari Drive
Mission Viejo, California 92692
Attention: John Nguyen, President
Phone: (949) 458-6909
Facsimile: (949) 587-0985
Email: mpsupplies@aol.com
Notice Information - City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Andrei Yermakov, IT Manager
Telephone: 323-583-8811, ext. 248
Facsimile: (323) 826-1491
Email: ayermakov@ci.vemon.ca.us
Commencement. Date: December 7, 2009
Termination Date: June 30, 2010, unless extended pursuant to
Section 4
Consideration: See Exhibit B for Product Price List; total
not to exceed $65,000 (includes all
applicable sales tax)
Delivery Site: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Andrei Yermakov, IT Manager
DeliveryDate: Delivery shall be made in
rY
accordance with the terms and
conditions set forth in Exhibit D .
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12720-0001 \1188143v2.doc
AGREEMENT FOR EXCLUSIVE PURCHASE OF GOODS AND RELATED
SERVICES BETWEEN THE CITY OF VERNON AND MICROTECH PRO, INC.
FOR PURCHASE OF PRINTER SUPPLIES AND REPAIR OF PRINTERS AND
FASCIMILE MACHINES
THIS AGREEMENT is made as of December Z- , 2009 (the "Effective Date'),
by and between the City of Vernon, a California charter city and California municipal corporation
("City"), and Microtech Pro, Inc., a California corporation ("Vendor"). City and Vendor are
collectively referred to herein as the "Parties."
RECITALS
A. The Parties contemplate that City will purchase from Vendor and Vendor will sell
to City certain product items on an ongoing exclusive basis, and in exchange for City's purchase
of certain product items on an ongoing exclusive basis, Vendor is agreeable to providing certain
services at no additional cost.
B. To avoid having to resolve questions of conflicting terms and conditions on any
purchase order and purchase order acknowledgment exchanged by the Parties, the Parties are
willing to enter into an agreement that sets forth the terms and conditions that will govern all
transactions between them for certain product items.
In consideration of the matters described above, and of the mutual benefits and
obligations set forth in this Agreement, the Parties agree as follows:
Section 1. Issuance of Requests for Product. City may issue requests for product to
Vendor from time to time. Each request for product shall contain a description of the products
ordered, the.quantities and prices, the shipment schedule, the terms and place of delivery, and
the following notation: "This order is issued pursuant and subject to Agreement No.
between Vendor and City." Every request for products issued by City to Vendor
following the date of this Agreement and bearing such a notation shall be governed by and be
deemed to include the provisions of this Agreement ("Order"). In the event of any inconsistency
between the terms and conditions of this Agreement and the terms of an Order, the terms and
conditions of this Agreement shall prevail.
Section 2. Exclusive Source in Exchange for Services.
(a) The Parties hereby agree that City shall purchase from Vendor the type of
products listed on Exhibit A and will not buy products listed on Exhibit A from other vendors
during the term of the Agreement; provided, however, (1) in any week that Vendor is unable to
supply part or all of an Order issued by City, City may purchase the unfulfilled portion of the
Order from any other vendor; and (2) in the event the goods or products delivered by Vendor, in
City's sole and absolute judgment, are defective or fail to conform to the requirements of an
Order, City may purchase replacements from any other vendor and return defective or
nonconforming goods or products, at Vendor's risk and expense, to Vendor for cancellation of
all associated charges and refund, if necessary.
(b) The prices indicated on the product list attached as Exhibit B shall not be
increased for Orders unless and until Exhibit B is modified by a writing signed by both Parties.
(c) City is not obligated to purchase any minimum quantity of products. The
City may, at its sole and absolute discretion, prepare a purchase order in the amount of the
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Consideration listed on the Cover Page solely as a bookkeeping device in order to track
purchases made under this Agreement. In the event of any inconsistency between the terms
and conditions of this Agreement and the terms of the purchase order, the terms and conditions
of this Agreement shall prevail. The Consideration listed on the Cover Page is not a
commitment to issue Orders for the amount listed; instead, the Parties agree that Orders will not
cumulatively exceed the amount listed.
(d) In accordance with the terms listed in Exhibit C, Vendor agrees to provide
the services specified in Exhibit C at no cost or charge ("Services").
Section 3. Term. The term of this Agreement shall commence on the
Commencement Date specified on the Cover Page of this Agreement and continue in effect
through the Termination Date listed on the Cover Page.
(a) City may renew this Agreement on a year-to-year basis at its discretion.
(b) In the event that City renews this Agreement, Vendor may submit a
proposal to increase its prices no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in prices must be approved by City before such increase can take
effect. If City fails to approve the proposed increase within thirty (30) days of receipt, Vendor
may terminate the renewal by giving thirty (30) days written notice.
Section 4. Termination for Cause.
(a) Either party may terminate this Agreement immediately in the event the
other party is in default of any provision of this Agreement or is in default under any Order, and
such default is not cured within three (3) days of receipt by the other party of written notice from
the _ party giving notice specifying the nature of the default and corrective action that may be
taken, if any.
(b) City may terminate any Order for cause, which cause shall include:
Vendor's failure to ship by delivery date scheduled, bankruptcy, assignment for the benefit of
creditors, extension agreement of moratorium with Vendor's creditors, failure to satisfy a levy or
lien within five business days, failure to provide Services, or any proposed variance in,the terms
by Vendor with respect to quantity, price or delivery schedule. Vendor shall be liable to City for
any damage or harm suffered as a result of any such cause or termination of Order and shall
indemnify and hold City harmless from and against any loss or damage incurred by City's
customers as a result of any such cause or termination of Order.
Section 5. Termination Without Cause. Either Party may, at any time, for any
reason or for no reason, with or without cause, terminate this Agreement, by serving upon the
other Party at least thirty (30) days prior written notice. City's liability upon termination of this
Agreement is limited solely to payment for goods or product already delivered to and accepted
by City prior to the effective date of the termination notice.
Section 6. Limitation of City's Liability. In no event shall City be liable for anticipated
profits or for incidental or consequential damages. City's liability on any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the price allocable to the products or unit thereof which gives rise to the claim.
City shall not be liable for penalties of any description.
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Section 7. Packino, Shipping, Pricinq and Payment.
(a) All items shall be suitably packed, marked, and delivered by Vendor to
the Delivery Site in no less than industry standard packing for the type of shipment intended.
Vendor is responsible for all costs of full freight, including insurance, to Delivery Site. Vendor
shall bear all risk of loss until delivery of products to the Delivery Site. No additional charge
shall be made to City for delivery of products.
(b) There will be no additional charges to City for packing.
(c) All local and state taxes, when applicable, shall be stated separately on
Vendor's invoices. Purchases under this Agreement or any Order are subject to California State
and local sales taxes. A Certificate of Exemption for federal taxes, if applicable, will be
furnished upon request.
(d) Vendor's invoices shall be rendered in duplicate and shall contain the
following information:
(1)
City's purchase order number, if one is issued by the City for
bookkeeping purposes;
(2)
part number;
(3)
description of products shipped;
(4)
quantity of products shipped; and
(5)
unit price applicable to the products.
(e) Vendor shall not include any product that is ordered but not delivered on
its invoice.
Section 8. Delivery.
(a) Time is of the essence under this Agreement.
(b) Delivery shall be made in accordance with the terms and conditions set
forth in Exhibit D. Failure to deliver on a Delivery Date shall be considered a default of Vendor's
obligation under this Agreement.
(c) Unless otherwise specified in connection with a particular Order, title to
and risk of any loss of or damage to the products shall pass from Vendor to City when they are
delivered as specified in the Order, except for loss or damage resulting from Vendor's fault or
negligence or failure to comply with an Order. Passing of title upon the delivery shall not
constitute acceptance of the products.
(d) In the event any product included on an Order is not delivered, Vendor
shall notify the Purchasing Department at once of the reason for delay and the date the product
or products will be delivered.
(a) In spite of any other provision of this Agreement, if delivery cannot be or
is not made on a Delivery Date, in whole or in part, City may, upon knowledge of the fact and
whether or not the delay would be excusable as provided below, terminate the Order by written
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notice to Vendor and, in spite of any other provision of this Agreement, the termination shall be
without cost to City and shall discharge all obligations and liabilities of the Parties under the
Order except as to products delivered previously.
Section 9. Inspection and Conformity. Vendor agrees that City shall have a
commercially reasonable time to inspect all products received from Vendor. Failure to inspect
shall not relieve Vendor of any warranties expressed or implied, including but not limited to,
warranty of fitness for the use intended. City reserves the right to reject and return at the risk
and expense of Vendor such portion of any shipment that may be defective or fail to comply with
specifications without invalidating the remainder of the Order.
Section 10. Excusable Delay. Neither party shall be liable to the other for damages
for any delay arising out of causes beyond its reasonable control and without its fault or
negligence.
Section 11. Warranty. In addition to expressed warranties made by Vendor with
respect to products, including description of the products, affirmation of the facts or promises
made by Vendor relating to the products, or sample or models used in the preparation of the
products, or in negotiation for this Agreement, Vendor warrants that the products delivered
under an Order will conform in all respects to any descriptions and specifications set forth in the
Order, will be merchantable, and will be free from defects. If Vendor knows or has reason to
know the particular purpose for which City or its assignee intends to use the products, Vendor
warrants the products will be fit for such particular use and purpose. Vendor shall indemnify
and hold City harmless relative to any breach of these warranties with no limitations on City's
remedies and Vendor's documents shall not operate to reduce or otherwise affect the
effectiveness, enforceability or coverage of such indemnity. Vendor shall extend all warranties it
receives from its vendors to City, and Vendor's warranty shall extend to City's customers. This
warranty is in addition to all warranties provided under the law.
Section 12. Changes.
(a) As to any product, City reserves the right at any time to make changes in:
(1) its drawings and specifications;
(2) methods of packaging and shipping;
(3) schedules;
(4) quantities; and
(5) the place of delivery.
Any difference in price or time for performance resulting from the changes shall be
equitably adjusted and the Order shall be modified accordingly in writing, but any claim by
Vendor for any adjustment must be made in writing within five (5) days of the receipt of the
change orders.
(b) Vendor shall not initiate or make any change or modification in the
performance, specification, design, materials, or components in or of the product without, in
each case, having received City's prior written consent to any proposed change or modification.
The acceptance of any product that has been so changed or modified without City's prior written
consent shall be subject to revocation and City may reject the product at any time in spite of any
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time limitations contained elsewhere in this Agreement. Further, Vendor shall be liable and
shall defend, indemnify, and hold City harmless for any claims or damages, direct or indirect,
incidental or consequential, arising from or occasioned by any change or modification to the
product that has not been approved by City, notwithstanding any other limitations or waivers of
liability, warranty, or remedy contained in this Agreement.
Section 13. Indemnification. Vendor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, agents, and volunteers from and against any
and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties,
fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and
expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or
omissions of Vendor, or Vendor's officers, employees, or agents which in any way arise out of,
result from, or are in any way related to the performance or non-performance of this Agreement,
excepting only liability arising out of the sole negligence or willful misconduct of City, its officers,
officials, employees, agents, or volunteers.
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER
TERMINATION OF THIS AGREEMENT.
Section 14. Insurance.
(a) Vendor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Four Million Dollars ($4,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Vendor or Vendor's officers, employees; or agents.
(b) Vendor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by
Vendor in performing the services required by this Agreement.
(c) Vendor agrees to maintain in force at all times during the performance of
work under this Agreement workers compensation as required by law.
(d) The policy or policies required by this Agreement shall be issued by an
insurer admitted in the State of California and with a rating of at least a B+; VII in the latest
edition of Bests Insurance Guide.
(e) Vendor agrees that if it does not keep the aforesaid insurance in full force
and effect City may either immediately terminate this Agreement or, if insurance is available at a
reasonable cost, City may take out the necessary insurance and pay, at Vendor's expense, the
premium thereon.
(f) At all times during the term of this Agreement, Vendor shall maintain on
file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, showing that the aforesaid policies are in effect in the required
amounts. Vendor shall, prior to commencement of work under this Agreement, file with the Risk
Manager, such certificate or certificates. The policies of insurance required by this Agreement
shall contain an endorsement naming the City as additional insured. All of the policies required
under this Agreement shall contain an endorsement providing that the policies cannot be
canceled or reduced except on thirty (30) days prior written notice to City, and specifically
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stating that the coverage contained in the policies affords insurance pursuant to the terms and
conditions as set forth in this Agreement.
(g) The insurance provided by Vendor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers,
employees, agents, or volunteers shall be excess of Vendor's insurance and shall not contribute
with it. The policies of insurance required by this Agreement shall include provisions for waiver
of subrogation. Vendor hereby waives all rights of subrogation against City.
(h) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Vendor shall either reduce or eliminate the deductibles
or self -insured retentions with respect to City, or Vendor shall procure a bond guaranteeing
payment of losses and expenses.
Section 15. Confidential Information. Vendor shall regard as highly confidential all
information developed by or communicated to it in the course of or in connection with its
performance under this Agreement, and shall not, without City's prior, express, and written
approval, make any oral or written disclosures of the confidential information, either during or
after the term of this Agreement, except to City's employees and other authorized persons who
may be designated to work with Vendor in performing under this Agreement.
Section 16. Notices.
(a) All notices, approvals, consents and other communications between the
parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other
delivery service which provides evidence of delivery, using the address set forth on the Cover
Page under "Notice Information - City" or "Notice Information — Vendor," as appropriate, or at
such other address as may be furnished by either party. to the other in writing; provided,
however, Orders and Order acknowledgements may be sent using the email address or
facsimile number listed for each party on the Cover Page. Mailed notices will be deemed
communicated as of the day of receipt.
(b) Vendor shall include City's purchase order number on all invoices,
shipping tags, and any correspondence or notice regarding this Agreement or any Order, if such
a number is issued by the City for bookkeeping purposes.
Section 17. Compliance With Laws. In performing under this Agreement, all
applicable governmental laws, regulations, orders, and other rules of duly -constituted authority
will be followed and complied with in all respects by both Parties. Vendor hereby certifies that
all equipment, materials, and services comply with all Cal OSHA standards and regulations and
all applicable government laws and orders.
Section 18. Survival of Terms. All of the terms and conditions in this Agreement
related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive
termination of this Agreement.
Section 19. Assignment. No assignment by either party of any rights, including rights
to moneys due or to become due under this Agreement, or delegation of any duties under this
Agreement or under any Orders subject to this Agreement, shall be binding upon the other party
until its written consent has been obtained. Vendor shall not assign, attempt to assign, or
subcontract any Services under this Agreement, without the prior written approval of City, and
any such assignment or subcontract made in violation of this section is invalid and void.
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Section 20. Non Waiver. No waiver of breach of any provision of this Agreement shall
constitute a waiver of any other breach of the provision or any similar provision. Any failure by
either party to enforce any. provision of this Agreement or of any Order shall not constitute a
waiver of the provisions or prejudice the right of either party to enforce the provision at any
subsequent time.
Section 21. Remedies. The remedies reserved in this Agreement shall be cumulative
and in addition to any other remedies provided in law or equity,
Section 22. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California, before three arbitrators. The
arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and
Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide
written reasons for their decision. The arbitration decision shall be final and binding on the
Parties.. Judgment on the award may be entered in any court having jurisdiction pursuant to this
Agreement. This clause shall not preclude parties from seeking provisional remedies in aid of
arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction
and venue under this Agreement shall be the Superior Court of California, Los Angeles County.
Section 23. Attorneys Fees. In the event a dispute, claim or litigation arises regarding
this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys
fees and actual costs, which may be set by the arbitrators or the court in the same action or in a
separate action brought for that purpose, in addition to any other relief which is obtained.
Section 24. Governing Law. This Agreement shall be interpreted and enforced
according to, and the Parties rights and obligations governed by, the domestic law of the State
of California, without regard to its laws regarding choice of applicable law, and this Agreement
shall not be governed by the United Nations Convention on Contracts for the International Sale
of Goods.
Section 25. Headings. Headings used in this Agreement are for convenience
reference only and shall not affect the interpretation of this Agreement.
Section 26. Exhibits. The Cover Page and all documents referenced as exhibits in
this Agreement are hereby incorporated in this Agreement. In the event of any material
discrepancy between the express provisions of this Agreement and the provisions of any
document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 27. Modification. Oral statements and understandings are not valid or
binding, and this Agreement shall not be changed or modified except by a writing signed by both
Parties.
Section 28. Entire Agreement. This Agreement contains the entire understanding
between the Parties relating to the obligations of the Parties described in this Agreement. All
prior or contemporaneous agreements, understandings, representations and statements, oral or
written, are merged into this Agreement and shall be of no further force or effect.
Section 29. Partial Invalidity. If any provision of this Agreement or of any Order is or
becomes void or unenforceable by force or operation of law, the other provisions shall remain
valid and enforceable.
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Section 30. Authority To Execute This Agreement. The person or persons executing
this Agreement on behalf of Vendor warrants and represents that he or she has the authority to
execute this Agreement on behalf of Vendor and has the authority to bind Vendor to the
performance of its obligations under this Agreement.
[Signatures Follow on Next Page]
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IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated
in the introductory clause.
City of Vernon, a California charter city and Microtech Pro, Inc., a California corporation
California municipal corporation
By:
By:
HILARIO GONZALES Name:
Mayor Title:
ATTEST:
By:
Name:
MANUELA GIRON, City Clerk Title:
APPROVED AS TO FORM:
LAURENCE S. WIENER, City Attorney
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EXHIBIT A
EXHIBIT A
EXCLUSIVE PRODUCT LIST
City must purchase the following products exclusively from Vendor: all laser toner cartridges for
City's printers.
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EXHIBIT B
EXHIBIT B
PRODUCT PRICE LIST
Attached behind this page is the list of products offered by Vendor and their respective prices,
which shall remain fixed during the term of this Agreement.
Prices for any product not listed on the attached product list must be approved by the City in
advance. If such product is delivered without advance approval of the price, and the price is
disapproved by the City, the City may return the product at no charge and at Vendor's risk and
expense.
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MICROTECH PRICE LIST
LASER PRINTER CARTRIDGES FOR:
HEWLETT-PACKARD
MACHINE
MODEL #
PRODUCT
DESCRIPTION
REFERENCE
NUMBER
PAGE
YIELD
#NAME?
PRICE
HP 1010/1012/1015/1020
Cartridge
Q2612A
2,500
53.00
HP 1100
Cartridge
C4092A
2,500
39.00
HP 1150
Cartridge
Q2624A
2,500
38.00
HP 1000/1200/122013380
Cartridcje
C7115A
2,500
39.00
HP 1000/1200/1220/3380
High Yield Toner
C7115X
3,500
44.00
HP 1300
Cartridge
Q2613A
2,500
50.00
HP 1300
High Yield Toner
Q2613X
4,000
55.00
HP 1160/1320
Cartridge
Q5449A
2,500
58.00
HP 1320
High Yield Toner
Q5449X
6,000
71.00
HP P2015
High Yield Toner
Q7553X
7,000
89.00
HP 2100/2200
Cartridge
C4096A
5,000
39.00
HP 2300
Cartridge
Q2610A
6,000
51.00
HP 2420/2430
Cartridge
Q6511A
6,000
90.00
HP 2420/2430
High Yield Toner
Q6511X
12,000
99.00
HP 3S1/4SI
Cartridge
92291A
8,000
51.00
HP 4/4+/5
Cartridge
92298A
6,000
43.00
HP 4V/4MV
Cartridge
C3900A
5,000
65.00
HP 4000/4050
High Yield Toner
C4127X
10,000
49.00
HP 4100
Cartrid a
C8061X
10,000
65.00
HP 4200
Cartridge
Q1338A
12,000
78.00
HP 4300
Cartridge
Q1339A
18,000
90.00
HP 4240/4250/4350
Cartridge
Q5942A
10,000
85.00
HP 4240/4250/4360
High Yield Toner
Q5942X
20,000
95.00
HP 4345
Cartridge
Q5945A
18,000
99.00
HP 5P/6P
Cartridge
C3903A
4,000
45.00
HP 51J61J3100
Cartridge
C3906A
4,000
44.00
HP 5SI/8000
Cartridge
C3909A
15,000
65.00
HP 5000
Cartridge
C4129X
8,000
64.00
HP 8100
Cartridge
C4182X
15,000
75,00
HP 9000
Cartridge
C8543X
30,000
137.00
HP 4600/4650
Black Cartridge
C9720A
9,000
101.00
HP 4600/4650
Can Cartridge
C9721A
8,000
119.00
HP 4600/4650
Yellow Cartridge
C9722A
8,000
119.00
HP 4600/4650
Magenta Cartridge,
C9723A
8,000
119.00
MICROTECH PRICE LIST
CARTRIDGES FOR:
BROTHER, CANON, PANASONIC, DELL
MACHINE
MODEL #
PRODUCT
DESCRIPTION
REFERENCE
NUMBER
PAGE
YIELD
REMANUFACTURED
PRICE
Brother Intellifax 3750e/4100
High Yield Toner
TN-460
6,000
35.00
Brother Intellifax 3750e/4100
Drum
DR-400
20,000
61.00
Brother 1650/1670/1850/1870
High Yield Toner
TN-560
6,500
55.00
Brother 1650/1670/185011870
Drum
DR-500
20,000
90.00
Brother 8220/8440/8840
Hioh Yield Toner
TN-570
6,700
36.00
Brother 8220/8440/8840
Drum
DR-510
20,000
90.00
Canon PC 300/700/900
Cartridge
E-40
4,000
55.00
Canon LC 5000/7000/7500
Cartridge
FX2
4,000
39.00
Canon LC 2060/1-4000
Cartrid a
FX3
2,500
35.00
Canon LC 8500/9000/9500
Cartridge
FX4
4,000
39.00
Canon LC 8000 -
Cartridge
FX5
8 000
59.00
Canon LC 3170/3175
Cartridge
FX6
5,000
49.00
Canon LC 710/720/730i
Cartridge
FX7
4 500
65.00
Canon LC 510
Cartrid a
FX8
3,500
65.00
Panasonic UF-550/770/880
Cartridge
UG-3313
10,000
65.00
Panasonic UF-890/UF-990
Cartridge
UG-5520
12,000
85.00
Dell160ON
Cartridge
310-5417
5,000
65.00
Deli 1700/1710
High Yield Toner
310-5400
6,000
78.00
Dell1700/1710
Drum
310-5404
30,000
57.00
Dell S2500
Cartridge
310-3546-3547
10,000
101.00
Dell M5200/W5300
Cartridge
310-4131
18,000
95.00
Dell M5200IW5300
High Yield Toner
310-4585
27,000
112.00
EXHIBIT C
EXHIBIT C
SERVICES
Vendor shall maintain and repair all of City's printers and facsimile machines at
no cost or charge. All labor is included with this service. City must pay for
replacement parts.
2. City's business days are Monday through Thursday between the hours of 7:00
a.m. and 5:30 p.m. All maintenance and repairs shall be performed by Vendor
during City's business day, or if requested by the City on a case -by -case basis,
on Fridays between 7:00 a.m. and 5:30 p.m. If City requests Friday service, it
shall count as a business day for the week in which it falls.
3. City may request maintenance and repairs by phone call, facsimile, or by any
other means of notice provided in this Agreement. Vendor shall perform the
requested maintenance and repairs no later than the end of the next business
day following the day upon which the request is made.
4. Failure to satisfactorily perform maintenance or repairs, or both, on three (3)
separate occasions during the term of this Agreement shall constitute a default
justifying termination of the Agreement, and the City may terminate the
Agreement for cause without first providing an opportunity to cure.
5. Vendor shall warranty all repairs for ninety (90) days from date of repair.
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EXHIBIT D
EXHIBIT D
DELIVERY
Delivery of product shall be made on Tuesday of each week, except during those weeks when
City hall is closed on Tuesday due to a City holiday, in which case, delivery shall be made no
later than the next business day ("Delivery Date"). The Parties may change the Delivery Date
by written agreement.
In order to be included in the delivery made on a particular Delivery Date, the Order for product
must be received by Vendor no later than two (2) business days prior to the Delivery Date.
14
12720-0001 \1188143v2.doc
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
December 9, 2009
Microtech Pro, Inc.
Attn: John Nguyen, President
27461 Appari Drive
Mission Viejo, CA 92692
Re: Printer Supplies and Services Agreement
Dear Mr. Nguyen:
The insurance requirements have been met. Transmitted herewith
is a fully executed agreement as referenced above, approved by
City Council on December 7, 2009, through Resolution No. 10,115.
If you have any questions regarding this matter, please call Mr.
Andrei Yermakov, at (323) 583-8811 ext. 248.
Very truly yours,
-�-v tt
Nelly Giro
City Clerk
NG:dj
c: D. O'Callaghan
Andrei Yermakov
Purchasing Department
Resolution No. 10,115
Agreement File No. 09-145
Exclusively Industrial
AGREEMENT FOR EXCLUSIVE PURCHASE OF GOODS AND RELATED
SERVICES BETWEEN THE CITY OF VERNON AND MICROTECH PRO, INC.
FOR PURCHASE OF PRINTER SUPPLIES AND REPAIR OF PRINTERS AND
FASCIMILE MACHINES
COVER PAGE
Name of Vendor: Microtech Pro, Inc.
Responsible Principal of Vendor: John Nguyen '
Notice Information - Vendor: Microtech Pro, Inc.
27461 Appari Drive
Mission Viejo, California 92692
Attention: John Nguyen, President
Phone: (949) 458-6909
Facsimile: (949) 587-0965
Email: mpsupplies@aol.com
Notice Information - City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Andrei Yermakov; IT Manager
Telephone: 323-583-8811, ext. 248
Facsimile: (323) 826-1491
Email: ayermakov@ci.vernon.ca.us
Commencement Date: December 7, 2009
Termination Date: June 30, 2010, unless extended pursuant to
Section 4
Consideration: See Exhibit B for Product Price List; total
not to exceed $65,000 (includes all
applicable sales tax)
Delivery Site: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Andrei Yermakov, IT Manager
Delivery Date: Delivery shall be made in
accordance with the terms and
conditions set forth in Exhibit D
12720-0001 \1188143v2.doc
AGREEMENT FOR EXCLUSIVE PURCHASE OF GOODS AND RELATED
SERVICES BETWEEN THE CITY OF VERNON AND MICROTECH PRO, INC.
FOR PURCHASE OF PRINTER SUPPLIES AND REPAIR OF PRINTERS AND
FASCIMILE MACHINES
THIS AGREEMENT is made as of December 7 , 2009 (the "Effective Date"),
by and between the City of Vernon, a California charter city and California municipal corporation
("City"), and Microtech Pro, Inc., a California corporation ("Vendor"). City and Vendor are
collectively referred to herein as the "Parties."
RECITALS
A. The Parties contemplate that City will purchase from Vendor and Vendor will sell
to City certain product items on an ongoing exclusive basis, and in exchange for City's purchase
of certain product items on an ongoing exclusive basis, Vendor is agreeable to providing certain
services at no additional cost.
B. To avoid having to resolve questions of conflicting terms and conditions on any
purchase order and purchase order acknowledgment exchanged by the Parties, the Parties are
willing to enter into an agreement that sets forth the terms and conditions that will govern all
transactions between them for certain product items.
In consideration of the matters described above, and of the mutual benefits and
obligations set forth in this Agreement, the Parties agree as follows:
Section 1. Issuance of Requests for Product. City may issue requests for product to
Vendor from time to time. Each request for product shall contain a description of the products
ordered, the quantities and prices, the shipment schedule, the terms and place of delivery, and
the following notation: "This order is issued._ pursuant and subject to Agreement No.
between Vendor and City." Every request for products issued by City to Vendor
following the date of this Agreement and bearing such a notation shall be governed by and be
deemed to include the provisions of this Agreement ("Order"). In the event of any inconsistency
between the terms and conditions of this Agreement and the terms of an Order, the terms and
conditions of this Agreement shall prevail.
Section 2. Exclusive Source in Exchange for Services.
(a) The Parties hereby agree that City shall purchase from Vendor the type of
products listed on Exhibit A and will not buy products listed on Exhibit A from other vendors
during the term of the Agreement; provided, however, (1) in any week that Vendor is unable to
supply part or all of an Order issued by City, City may purchase the unfulfilled portion of the
Order from any other vendor; and (2) in the event the goods or products delivered by Vendor, in
City's sole and absolute judgment, are defective or fail to conform to the requirements of an
Order, City may purchase replacements from any other vendor and return defective or
nonconforming goods or products, at Vendor's risk and expense, to Vendor for cancellation of
all associated charges and refund, if necessary.
(b) The prices indicated on the product list attached as Exhibit B shall not be
increased for Orders unless and until Exhibit B is modified by a writing signed by both Parties.
(c) City is not obligated to purchase any minimum quantity of products. The
City may, at its sole and absolute discretion, prepare a purchase order in the amount of the
2
12720-0001 \1188143v2.doc
Consideration listed on the Cover Page solely as a bookkeeping device in order to track
purchases made under this Agreement. In the event of any inconsistency between the terms
and conditions of this Agreement and the terms of the purchase order, the terms and conditions
of this Agreement shall prevail. The Consideration listed on the Cover Page is not a
commitment to issue Orders for the amount listed; instead, the Parties agree that Orders will not
cumulatively exceed the amount listed.
(d) In accordance with the terms listed in Exhibit C, Vendor agrees to provide
the services specified in Exhibit C at no cost or charge ("Services").
Section 3. Term. The term of this Agreement shall commence on the
Commencement Date specified on the Cover Page of this Agreement and continue in effect
through the Termination Date listed on the Cover Page.
(a) City may renew this Agreement on a year-to-year basis at its discretion.
(b) In the event that City renews this Agreement, Vendor may submit a
proposal to increase its prices no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in prices must be approved by City before such increase can take
effect. If City fails to approve the proposed increase within thirty (30) days of receipt, Vendor
may terminate the renewal by giving thirty (30) days written notice.
Section 4. Termination for Cause.
(a) Either party may terminate this Agreement immediately in the event the
other party is in default of any provision of this Agreement or is in default under any Order, and
such default is not cured within three (3) days of receipt by the other party of written notice from
the party giving notice specifying the nature of the default and corrective action that may be
taken, if any.
(b) City may terminate any Order for cause, which cause shall include:
Vendor's failure to ship by delivery date scheduled, bankruptcy, assignment for the benefit of
creditors, extension agreement of moratorium with Vendor's creditors, failure to satisfy a levy or
lien within five business days, failure to provide Services, or any proposed variance in the terms
by Vendor with respect to quantity, price or delivery schedule. Vendor shall be liable to City for
any damage or harm suffered as a result of any such cause or termination of Order and shall
indemnify and hold City harmless from and against any loss or damage incurred by City's
customers as a result of any such cause or termination of Order.
Section 5. Termination Without Cause. Either Party may, at any time, for any
reason or for no reason, with or without cause, terminate this Agreement, by serving upon the
other Party at least thirty (30) days prior written notice. City's liability upon termination of this
Agreement is limited solely to payment for goods or product already delivered to and accepted
by City prior to the effective date of the termination notice.
Section 6. Limitation of City's Liability. In no event shall City be liable for anticipated
profits or for incidental or consequential damages. City's liability on any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the price allocable to the products or unit thereof which gives rise to the claim.
City shall not be liable for penalties of any description.
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12720-0001 \1188143v2.doc
Section 7. Packing, Shipping, Pricing and Payment.
(a) All items shall be suitably packed, marked, and delivered by Vendor to
the Delivery Site in no less than industry standard packing for the type of shipment intended.
Vendor is responsible for all costs of full freight, including insurance, to Delivery Site. Vendor
shall bear all risk of loss until delivery of products to the Delivery Site. No additional charge
shall be made to City for delivery of products.
(b) There will be no additional charges to City for packing.
(c) All local and state taxes, when applicable, shall be stated separately on
Vendor's invoices. Purchases under this Agreement or any Order are subject to California State
and local sales taxes. A Certificate of Exemption for federal taxes, if applicable, will be
furnished upon request.
(d) Vendor's invoices shall be rendered in duplicate and shall contain the
following information:
(1) City's purchase order number, if one is issued by the City for
bookkeeping purposes;
(2) part number;
(3) description of products shipped;
(4) quantity of products shipped; and
(5) unit price applicable to the products.
(e) Vendor shall not include any product that is ordered but not delivered on
its invoice.
Section 8. Delivery.
(a) Time is of the essence under this Agreement.
(b) Delivery shall be made in accordance with the terms and conditions set
forth in Exhibit D. Failure to deliver on a Delivery Date shall be considered a default of Vendor's
obligation under this Agreement.
(c) Unless otherwise specified in connection with a particular Order, title to
and risk of any loss of or damage to the products shall pass from Vendor to City when they are
delivered as specified in the Order, except for loss or damage resulting from Vendor's fault or
negligence or failure to comply with an Order. Passing of title upon the delivery shall not
constitute acceptance of the products.
(d) In the event any product included on an Order is not delivered, Vendor
shall notify the Purchasing Department at once of the reason for delay and the date the product
or products will be delivered.
(e) In spite of any other provision of this Agreement, if delivery cannot be or
is not made on a Delivery Date, in whole or in part, City may, upon knowledge of the fact and
whether or not the delay would be excusable as provided below, terminate the Order by written
4
12720-0001 \1188143v2.doc
notice to Vendor and, in spite of any other provision of this Agreement, the termination shall be
without cost to City and shall discharge all obligations and liabilities of the Parties under the
Order except as to products delivered previously.
Section 9. Inspection and Conformity. Vendor agrees that City shall have a
commercially reasonable time to inspect all products received from Vendor. Failure to inspect
shall not relieve Vendor of any warranties expressed or implied, including but not limited to,
warranty of fitness for the use intended. City reserves the right to reject and return at the risk
and expense of Vendor such portion of any shipment that may be defective or fail to comply with
specifications without invalidating the remainder of the Order.
Section 10. Excusable Delay. Neither party shall be liable to the other for damages
for any delay arising out of causes beyond its reasonable control and without its fault or
negligence.
Section 11. Warranty: In addition to expressed warranties made by Vendor with
respect to products, including description of the products, affirmation of the facts or promises
made by Vendor relating to the products, or sample or models used in the preparation of the
products, or in negotiation for this Agreement, Vendor warrants that the products delivered
under an Order will conform in all respects to any descriptions and specifications set forth in the
Order, will be merchantable, and will be free from defects. If Vendor knows or has reason to
know the particular purpose for which City or its assignee intends to use the products, Vendor
warrants the products will be fit for such particular use and purpose. Vendor shall indemnify
and hold City harmless relative to any breach of these warranties with no limitations on City's
remedies and Vendor's documents shall not operate to reduce or otherwise affect the
effectiveness, enforceability or coverage of such indemnity. Vendor shall extend all warranties it
receives from its vendors to City, and Vendor's warranty shall extend to City's customers. This
warranty is in addition to all warranties provided under the law.
Section 12. Changes.
(a) As to any product, City reserves the right at any time to make changes in:
(1) its drawings and specifications;
(2) methods of packaging and shipping;
(3) schedules;
(4) quantities; and
(5) the place of delivery.
Any difference in price or time for performance resulting from the changes shall be
equitably adjusted and the Order shall be modified accordingly in writing, but any claim by
Vendor for any adjustment must be made in writing within five (5) days of the receipt of the
change orders.
(b) Vendor shall not initiate or make any change or modification in the
performance, specification, design, materials, or components in or of the product without, in
each case, having received City's prior written consent to any proposed change or modification.
The acceptance of any product that has been so changed or modified without City's prior written
consent shall be subject to revocation and City may reject the product at any time in spite of any
5
12720-0001 \1188143v2.doc
time limitations contained elsewhere in this Agreement. Further, Vendor shall be liable and
shall defend, indemnify, and hold City harmless for any claims or damages, direct or indirect,
incidental or consequential, arising from or occasioned by any change or modification to the
product that has not been approved by City, notwithstanding any other limitations or waivers of
liability, warranty, or remedy contained in this Agreement.
Section 13. Indemnification. Vendor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, agents, and volunteers from and against any
and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties,
fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and
expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or
omissions of Vendor, or Vendor's officers, employees, or agents which in any way arise out of,
result from, or are in any way related to the performance or non-performance of this Agreement,
excepting only liability arising out of the sole negligence or willful misconduct of City, its officers,
officials, employees, agents, or volunteers.
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER
TERMINATION OF THIS AGREEMENT.
Section 14. Insurance.
(a) Vendor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Four Million Dollars ($4,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Vendor or Vendor's officers, employees, or agents.
(b) Vendor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by
Vendor in performing the services required by this Agreement.
(c) Vendor agrees to maintain in force at all times during the performance of
work under this Agreement workers compensation as required by law.
(d) The policy or policies required by this Agreement shall be issued by an
insurer admitted in the State of California and with a rating of at least a B+; VII in the latest
edition of Bests Insurance Guide.
(e) Vendor agrees that if it does not keep the aforesaid insurance in full force
and effect City may either immediately terminate this Agreement or, if insurance is available at a
reasonable cost, City may take out the necessary insurance and pay, at Vendor's expense, the
premium thereon.
(f) At all times during the term of this Agreement, Vendor shall maintain on
file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, showing that the aforesaid policies are in effect in the required
amounts. Vendor shall, prior to commencement of work under this Agreement, file with the Risk
Manager, such certificate or certificates. The policies of insurance required by this Agreement
shall contain an endorsement naming the City as additional insured. All of the policies required
under this Agreement shall contain an endorsement providing that the policies cannot be
canceled or reduced except on thirty (30) days prior written notice to City, and specifically
6
12720-0001 \1188143v2.doc
stating that the coverage contained in the policies affords insurance pursuant to the terms and
conditions as set forth in this Agreement.
(g) The insurance provided by Vendor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers,
employees, agents, or volunteers shall be excess of Vendor's insurance and shall not contribute
with it. The policies of insurance required by this Agreement shall include provisions for waiver
of subrogation. Vendor hereby waives all rights of subrogation against City.
(h) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Vendor shall either reduce or eliminate the deductibles
or self -insured retentions with respect to City, or Vendor shall procure a bond guaranteeing
payment of losses and expenses.
Section 15. Confidential Information. Vendor shall regard as highly confidential all
information developed by or communicated to it in the course of or in connection with its
performance under this Agreement, and shall not, without City's prior, express, and written
approval, make any oral or written disclosures of the confidential information, either during or
after the term of this Agreement, except to City's employees and other authorized persons who
may be designated to work with Vendor in performing under this Agreement.
Section 16. Notices.
(a) All notices, approvals, consents and other communications between the
parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other
delivery service which provides evidence of delivery, using the address set forth on the Cover
Page under "Notice Information - City" or "Notice Information — Vendor," as appropriate, or at
such other address as may be furnished by either party to the other in writing; provided,
however, Orders and Order acknowledgements may be sent using the email address or
facsimile number listed for each party on the Cover Page. Mailed notices will be deemed
communicated as of the day of receipt.
(b) Vendor shall include City's purchase order number on all invoices,
shipping tags, and any correspondence or notice regarding this Agreement or any Order, if such
a number is issued by the City for bookkeeping purposes.
Section 17. Compliance With Laws. In performing under this Agreement, all
applicable governmental laws, regulations, orders, and other rules of duly -constituted authority
will be followed and complied with in all respects by both Parties. Vendor hereby certifies that
all equipment, materials, and services comply with all Cal OSHA standards and regulations and
all applicable government laws and orders.
Section 18. Survival of Terms. All of the terms and conditions in this Agreement
related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive
termination of this Agreement.
Section 19. Assignment. No assignment by either party of any rights, including rights
to moneys due or to become due under this Agreement, or delegation of any duties under this
Agreement or under any Orders subject to this Agreement, shall be binding upon the other party
until its written consent has been obtained. Vendor shall not assign, attempt to assign, or
subcontract any Services under this Agreement, without the prior written approval of City, and
any such assignment or subcontract made in violation of this section is invalid and void.
7
12720-0001 \1188143v2.doc
Section 20. Non Waiver. No waiver of breach of any provision of this Agreement shall
constitute a waiver of any other breach of the provision or any similar provision. Any failure by
either party to enforce any provision of this Agreement or of any Order shall not constitute a
waiver of the provisions or prejudice the right of either party to enforce the provision at any
subsequent time.
Section 21. Remedies. The remedies reserved in this Agreement shall be cumulative
and in addition to any other remedies provided in law or equity.
Section 22. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California, before three arbitrators. The
arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and
Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide
written reasons for their decision. The arbitration decision shall be final and binding on the
Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this
Agreement. This clause shall not preclude parties from seeking provisional remedies in aid of
arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction
and venue under this Agreement shall be the Superior Court of California, Los Angeles County.
Section 23. Attorneys Fees. In the event a dispute, claim or litigation arises regarding
this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys
fees and actual costs, which may be set by the arbitrators or the court in the same action or in a
separate action brought for that purpose, in addition to any other relief which is obtained.
Section 24. Governing Law. This Agreement shall be interpreted and enforced
according to, and the Parties rights and obligations governed by, the domestic law of the State
of California, without regard to its laws regarding choice of applicable law, and this Agreement
shall not be governed by the United Nations Convention on Contracts for the International Sale
of Goods.
Section 25. Headings. Headings used in this Agreement are for convenience
reference only and shall not affect the interpretation of this Agreement.
Section 26. Exhibits. The Cover Page and all documents referenced as exhibits in
this Agreement are hereby incorporated in this Agreement. In the event of any material
discrepancy between the express provisions of this Agreement and the provisions of any
document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 27. Modification. Oral statements and understandings are not valid or
binding, and this Agreement shall not be changed or modified except by a writing signed by both
Parties.
Section 28. ' Entire Agreement. This Agreement contains the entire understanding
between the Parties relating to the obligations of the Parties described in this Agreement. All
prior or contemporaneous agreements, understandings, representations and statements, oral or
written, are merged into this Agreement and shall be of no further force or effect.
Section 29. Partial Invalidity. If any provision of this Agreement or of any Order is or
becomes void or unenforceable by force or operation of law, the other provisions shall remain
valid and enforceable.
0
12720-0001 \1188143v2.doc
Section 30. Authority To Execute This Agreement. The person or persons executing
this Agreement on behalf of Vendor warrants and represents that he or she has the authority to
execute this Agreement on behalf of Vendor and has the authority to bind Vendor to the
performance of its obligations under this Agreement.
[Signatures Follow on Next Page]
9
12720-0001 \1188143v2.doc
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated
in the introductory clause.
City of Vernon, a California charter city and
California municipal corporation
By.
HILARIO G NZALES
Mayor
ATTEST:
kc�-
MANUELAGIR�-O , i Clerk
APPROVED AS TO FORM:
r�
L RE CE S. WIENER, City Attorney
Microtech Pro, Inc., a California corporation
By: ;g
Name: y�P k
Title: 1- t"
By:
Name:
Title:
10
12720-0001 \1 188143v2.doc
EXHIBIT A
EXHIBIT A
EXCLUSIVE PRODUCT LIST
City must purchase the following products exclusively from Vendor: all laser toner cartridges for
City's printers.
11
12720-0001 \1188143v2.doc
EXHIBIT B
EXHIBIT B
PRODUCT PRICE LIST
Attached behind this page is the list of products offered by Vendor and their respective prices,
which shall remain fixed during the term of this Agreement.
Prices for any product not listed on the attached product list must be approved by the City in
advance. If such product is delivered without advance approval of the price, and the price is
disapproved by the City, the City may return the product at no charge and at Vendor's risk and
expense.
12
12720-0001 \1 188143v2.doc
MICROTECH PRICE LIST
LASER PRINTER CARTRIDGES FOR:
HEWLETT-PACKARD
MACHINE
MODEL #
PRODUCT
DESCRIPTION
REFERENCE
NUMBER
PAGE
YIELD
#NAME?
PRICE
HP 1010/1012/1015/1020
Cartridge
Q2612A
2,500
53.00
HP 1100
Cartridge
C4092A
2,500
39.00
HP 1150
Cartridge
Q2624A
2,500
38.00
HP 1000/1200/1220/3380
Cartrid a
C7115A
2,500
39.00
HP 1000/1200/1220/3380
High Yield Toner
C7115X
3,500
44.00
HP 1300
Cartridge
Q2613A
2,500
50.00
HP 1300
High Yield Toner
Q2613X
4,000
55.00
HP 1160/1320
Cartridge
Q5449A
2,500
58.00
HP 1320
High Yield Toner
Q5449X
6,000
71.00
HP P2015
High Yield Toner
Q7553X
7,000
89.00
HP 2100/2200
Cartridge
C4096A
5,000
39.00
HP 2300
Cartridge
Q2610A
6,000
51.00
HP 2420/2430
Cartridge
Q6511A
6,000
90.00
HP 2420/2430
High Yield Toner
Q6511X
12,000
99.00
HP 3S1/4S1
Cartridge
92291A
8,000
51.00
HP 4/4+/5
Cartridge
92298A
6,000
43.00
HP 4V/4MV
Cartridge
C3900A
5,000
65.00
HP 4000/4050
High Yield Toner
C4127X
10,000
49.00
HP 4100
Cartrid a
C8061X
10,000
65.00
HP 4200
Cartridge
Q1338A
12,000
78.00
HP 4300
Cartridge
Q1339A
18,000
90.00
HP 4240/4250/4350
Cartridge
Q5942A
10,000
85.00
HP 4240/4250/4350
High Yield Toner
Q5942X
20,000
95.00
HP 4345
Cartridge
Q5945A
18,000
99.00
HP 5P/6P
Cartridge
C3903A
4,000
45.00
HP 51J61J3100
Cartridge
C3906A
4,000
44.00
HP 5S1/8000
Cartridge
C3909A
15,000
65.00
HP 5000
Cartridge
C4129X
8,000
64.00
HP 8100
Cartridge
C4182X
15,000
75.00
HP 9000
Cartridge
C8543X
30,000
137.00
HP 4600/4650
Black Cartridge
C9720A
9,000
101.00
HP 4600/4650
Can Cartridge
C9721A
8,000
119.00
HP 4600/4650
Yellow Cartridge
C9722A
8,000
119.00
HP 4600/4650
Ma enta Cartridge
C9723A
1 8,000
1 119.00
MICROTECH PRICE LIST
CARTRIDGES FOR:
BROTHER, CANON, PANASONIC, DELL
MACHINE
MODEL #
PRODUCT
DESCRIPTION
REFERENCE
NUMBER
PAGE
YIELD
REMANUFACTURED
PRICE
Brother Intellifax 3750e/4100
High Yield Toner
TN-460
6,000
35.00
Brother Intellifax 3750e/4100
Drum
DR-400
20,000
61.00
Brother 1650/1670/1850/1870
High Yield Toner
TN-560
6,500
55.00
Brother 1650/1670/1850/1870
Drum
DR-500
20,000
90.00
Brother 8220/8440/8840
High Yield Toner
TN-570
6,700
36.00
Brother 8220/8440/8840
Drum
DR-510
20,000
90.00
Canon PC 300/700/900
Cartridge
E-40
4,000
55.00
Canon LC 5000/7000/7500
Cartridge
FX2
4,000
39.00
Canon LC 2060/1-4000
Cartridge
FX3
2,500
35.00
Canon LC 8500/9000/9500
Cartridge
FX4
4,000
39.00
Canon LC 8000
Cartridge
FX5
8,000
59.00
Canon LC 3170/3175
Cartridge
FX6
5,000
49.00
Canon LC 710/720/730i
Cartrid e
FX7
4,500
65.00
Canon LC 510
Cartridge
FX8
3,500
65.00
Panasonic UF-550/770/880
Cartridge
UG-3313
10,000
65.00
Panasonic UF-890/UF-990
Cartridge
UG-5520
12,000
85.00
Dell160ON
Cartridge
310-5417
5,000
65.00
Dell 1700/1710
High Yield Toner
310-5400
6,000
78.00
Dell1700/1710
Drum
310-5404
30,000
57.00
Dell S2500
Cartridge
310-3546-3547
10,000
101.00
Dell M5200/W5300
Cartridge
310-4131
18,000
95.00
Dell M5200/W5300
High Yield Toner
310-4585
27,000
112.00
EXHIBIT C
EXHIBIT C
SERVICES
Vendor shall maintain and repair all of City's printers and facsimile machines at
no cost or charge. All labor is included with this service. City must pay for
replacement parts.
2. City's business days are Monday through Thursday between the hours of 7:00
a.m. and 5:30 p.m. All maintenance and repairs shall be performed by Vendor
during City's business day, or if requested by the City on a case -by -case basis,
on Fridays between 7:00 a.m. and 5:30 p.m. If City requests Friday service, it
shall count as a business day for the week in which it falls.
3. City may request maintenance and repairs by phone call, facsimile, or by any
other means of notice provided in this Agreement. Vendor shall perform the
requested maintenance and repairs no later than the end of the next business
day following the day upon which the request is made.
4. Failure to satisfactorily perform maintenance or repairs, or both, on three (3)
separate occasions during the term of this Agreement shall constitute a default
justifying termination of the Agreement, and the City may terminate the
Agreement for cause without first providing an opportunity to cure.
5. Vendor shall warranty all repairs for ninety (90) days from date of repair.
13
12720-0001 \1 188143v2.doc
EXHIBIT D
EXHIBIT D
DELIVERY
Delivery of product shall be made on Tuesday of each week, except during those weeks when
City hall is closed on Tuesday due to a City holiday, in which case, delivery shall be made no
later than the next business day ("Delivery Date"). The Parties may change the Delivery Date
by written agreement.
In order to be included in the delivery made on a particular Delivery Date, the Order for product
must be received by Vendor no later than two (2) business days prior to the Delivery Date.
14
12720-0001 \1188143v2.doc
STAFF REPORT
D E C 0 2 2009
CITY CLERK'S OFFICE
INFORMATION TECHNOLOGY DEPARTMENT
DATE:' November 25, 2009 APPROVED DEC U '09 CITY COUNCIL
TO: Mayor and City Counci�2\.\C°)
FROM: Donal O'Callaghan, City Administrator
RE: PRINTERS AND FAXES MAINTENANCE AGREEMENT BETWEEN THE CITY
OF VERNON AND MICROTECH PRO, INC.
Purpose:
The Information Technology Department recommends establishing an agreement between
the City of Vernon'and Microtech Pro, Inc. The attached maintenance agreement describes
the terms of the contract that may be performed by the vendor. The repairs and
maintenance provided by the vendor will be free of charge for the labor, so there will be no
total annual cost in the agreement of the services. The City, in exchange for the vendor
repair services, will purchase all laser toner cartridges from the vendor within the approved
operating budget for the IT Department. The vendor provided a price schedule for all the
printing supplies that will be not be changed without prior approval of the Purchasing and IT
Departments. The City will be billed for the toners consumed within the boundaries of the
approved budget for the printing supplies. The estimated cost for the printing supplies and
parts is $65,000 for the fiscal year 2010. The total amount is budgeted within the IT
'Department.
The agreement covers the support provided during the regular (8:00 a.m. to 5:00 p.m.) and
customary business hours Monday through Friday. The vendor met and cleared all
insurance requirements with the Risk Management Department. The agreement was
approved as to form by RWG Law.
Recommendation:
It is recommended that the City Council approve the enclosed printer repair maintenance
agreement in the meeting that will take place on December 7t", 2009 to ensure the
uninterrupted support of the printers and faxes used by the City.
DO:ay
Attachment
c: Donal O'Callaghan
Nelly Giron, (original)
Judy Lehr
Andrei Yermakov F Ecf ";
Document Control NOV 2 5 2009
BY: i��
INTEROFFICE MEMORANDUM
Information Technology Department
DATE: November 25, 2009
TO: Donal O'Callaghan
City AdministratorZ�`
FROM: Andrei Yermakov
Information Technology Manager
SUBJECT: Printer Repair Contract by Microtech Pro, Inc.
I am requesting to establish a new maintenance agreement for all the City's printers and
faxes to be maintained at no extra charge by Microtech Pro, Inc. The vendor agrees to
provide the maintenance and repair of printers in exchange for the City's purchase of all
laser toner cartridges from the vendor. The vendor supplied a price schedule for the
toner cartridges that will be reviewed by the IT and Purchasing Departments prior to any
changes taking effect. The cost of the printing supplies has been approved within the
budget for the current fiscal year. The estimated cost of the printing supplies for the
remaining fiscal year is $60,000 and the estimated cost of the printer parts is $5,000.
The total estimated cost for the contract will be $65,000 with the terms "do not exceed
the total amount."
The agreement was approved by RWG Law as to Form. The approval memo is
attached.
Attached is the maintenance agreement between Microtech Pro, Inc. and the City of
Vernon.
The agreement is recommended to be reviewed during the Council meeting on
December 7t", 2009.
AY/
Attachments:
Microtech Pro, Inc. Maintenance Agreement
Approval Memo by RWG Law
Staff Report , C,
NOV 2 5 2009
B �a'°'
MEMORANDUM
TO: Donal O'Callaghan, City Administrator
FROM: Gena M. Stinnett, Assistant City Attorney
cc: Laurence S. Wiener, City Attorney
Andrei Yermakov, I. T. Manager
DATE: November 24, 2009
SUBJECT: Microtech Pro, Inc. Agreement (Printer Supplies and Repairs)
Approved as to Form
The City Attorney's office has reviewed the "Agreement for the Exclusive Purchase of Goods
and Related Services Between the City of Vernon and Microtech Pro, Inc. for Purchase of Printer
Supplies and Repair of Printers and Fascimile Machines," and has approved it as to form.
12720-0001\1189898v1.doc
Page 1 of 1
Juarez, Debbie
From: Barcia, Ana
Sent: Monday, December 07, 2009 1:28 PM
To: Juarez, Debbie
Subject: RE: Microtech Pro - Res. No. 10,115 Approved 12/7/09 - Insurance Inquiry
Hi Debbie,
Yes, they too have current insurance.
Ana Barcia
City of Vernon
Risk Management Department
T: 323) 583-8811 ex 286
F: 323) 826-1439
abarci a@ci.vernon. ca.us
From: Juarez, Debbie
Sent: Monday, December 07, 2009 1:27 PM
To: Barcia, Ana
Subject: Microtech Pro - Res. No. 10,115 Approved 12/7/09 - Insurance Inquiry
Hi Ana. Please let me know if Microtech Pro has valid insurance on file. Thank you.
Deborah Juarez
Records 9WanagementAssistant
City of Vernon - City Cferk's Office
4305Santa 'FeAvenue
Vernon, C4 90058
(323)583-8811
12/7/2009