Resolution No. 2011-095RESOLUTION NO. 2011-95
A RESOLUTION
VERNON APPRO'
AN AGREEMENT
AND RELATED
THE PURCHASE
PRINTERS AND
OF THE CITY COUNCIL OF THE CITY OF
DING AND AUTHORIZING THE EXECUTION OF
FOR THE EXCLUSIVE PURCHASE OF GOODS
SERVICES WITH MICROTECH PRO, INC. FOR
OF PRINTER SUPPLIES AND REPAIR OF
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, on June 21, 2010, the City Council of the City of
Vernon adopted Resolution No. 2010-79 approving an agreement with
Microtech Pro, Inc. ("Microtech") for the exclusive purchase of goods
and related services, which agreement expires on June 30,.2011; and
WHEREAS, the Information Technology Division of the Light &
Power Department has requested that laser toner cartridges for the
City's printers continue to be purchased on an ongoing exclusive basis
from 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, by memo dated June 14, 2011, the Director of Light
and Power recommends the City enter into a new agreement with
Microtech setting forth the terms and conditions under which Microtech
will provide the supplies and services for the 2011-2012 fiscal year
for a total not to exceed sum of $65,000.00 (the "Agreement"); 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 continue
providing 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, a copy of which is attached hereto as
Exhibit A
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 the City Clerk's 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 21st day of June, 2011.
Hilari Gonzales
Name:
Title: Mayor
_3_
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution
No. 2011-95, 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 Tuesday, June 21, 2011, and thereafter was duly signed by the
Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this day of June, 2011, at Vernon, California.
(SEAL)
4
EXHIBIT A
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
FASCIMlLE 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: aermakov@ci.vernon.ca.us
Commencement Date: July 1, 2011
Termination Date: June 30, 2012, 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
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
FASCIMIILE MACHINES
THIS AGREEMENT is made as of July 1, 2011 (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."
Il"fflM:
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.
H 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
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. Packing, Shipping, Pricing and Pam.
(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
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
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 Best's 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.
(fl 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
stating that the coverage contained in the policies affords insurance pursuant to the terms and
conditions as set forth in this Agreement.
(9) 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,
Orde i s and Order acknowledgements may be sent using the email address or facsimile
nuinber 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. Assi ng ment. 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.
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. 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.
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]
W
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:
Mayor / Mayor Pro -Term
ATTEST:
Willard Yamaguchi, City Clerk
APPROVED AS TO FORM:
Willard Yamaguchi, Interim City Attorney
By: V,Ai�,.
Name:/ Tp%l1
Title: f reS th Mt
By: �6
Name:
Title: 5�C t-efary
10
WN.IIC
EXCLUSIVE PRODUCT LIST
City must purchase the following products exclusively from Vendor: all laser toner cartridges for
City's printers.
11
IWIPll: -
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
PRODUCT
REFERENCE
PAGE
#NAME?
MODEL #
DESCRIPTION
NUMBER
YIELD
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
Cartridee
C7115A
2,500
39.00
HP 1'000/1200/1220/3380
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
Cartridge
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 5U6L/3100
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
Cyan 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
13
MICROTECH PRICE LIST
CARTRIDGES FOR:
BROTHER, CANON, PANASONIC, DELL
MACHINE
PRODUCT
REFERENCE
PAGE
REMANUFACTURED
MODEL #
DESCRIPTION
NUMBER
YIELD
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/L4000
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
Cartridge
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
Dell 160ON
Cartridge
310-5417
5,000
65.00
Dell 1700/1710
High Yield Toner
310-5400
6,000
78.00
-Dell 1700/171
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
14
EXHIBIT C
SERVICES
1. 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. Vendor shall charge labor for service of copy machines and plotters. The labor rate for
color copy machines and all plotters is $150 per hour.. The labor rate for black and white
copy machines is $100 per hour.
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.
4. 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.
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.
6. Vendor shall warranty all repairs for ninety (90) days from date of repair.
15
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.
16
F C ' O FI E F THE O CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
June 23, 2011
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 June 21, 2011, through Resolution No. 2011-
95.
If you have any questions regarding this matter, please call Mr. Andrei Yermakov, at (323) 583-
8811 ext. 248.
Very tpuly yours,
City Clerk/Inter&,City Attorney
WGY:dj
Enclosure
c: Carlos Fandino
Andrei Yermakov
Purchasing Department
Resolution No. 2011-95
Agreement File No. 11-075
Excfusivefy Industriaf
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: aermakov@ci.vernon.ca.us
Commencement Date: July 1, 2011
Termination Date: June 30, 2012, 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
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 July 1, 2011 (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.
a 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
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.
Section 7. Packing, Shipping, Pricing and Pam.
(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
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. Warran 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
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 Best's 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
stating that the coverage contained in the policies affords insurance pursuant to the terms and
conditions as set forth in this Agreement.
(9) 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.
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.
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]
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
Mayor / Mayor o-Term
ATT T:
Willard Yamaguchi, C' Cler
APP;0VE,D A TO FORM:
Willard Yama c , Inter.i City Attorney
By: 9'4 •
Name: ToAkt NgLxrtA
Title: �re S JQ t
By:
Name: _Ttin 5foKeS
Title: ��G ire fogy
10
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
EXHIBIT B
11WIMM611661MI,
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
MICROTECH PRICE LIST
LASER PRINTER CARTRIDGES FOR:
HEWLETT-PACKARD
MACHINE
PRODUCT
REFERENCE
PAGE
#NAME?
MODEL It
DESCRIPTION
NUMBER
YIELD
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
Cartridge
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
Cartridge
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 5U6L/3100
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
Cyan 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
13
MICROTECH PRICE LIST
CARTRIDGES FOR:
BROTHER, CANON, PANASONIC, DELL
MACHINE
PRODUCT
REFERENCE
PAGE
REMANUFACTURED
MODEL #
DESCRIPTION
NUMBER
YIELD
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
Cartridge
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
Dell 160ON
Cartridge
310-5417
5,000
65.00
Dell 1700/1710
High Yield Toner
310-5400
6,000
78.00
-Dell 1700/171
Drum
310-5404
30,000
57.00
-DeMS2500
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
14
EXHIBIT C
INNWNUIR�m
SERVICES
1. 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. Vendor shall charge labor for service of copy machines and plotters. The labor rate for
color copy machines and all plotters is $150 per hour. The labor rate for black and white
copy machines is $100 per hour.
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.
4. 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.
5. 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.
Vendor shall warranty all repairs for ninety (90) days from date of repair.
15
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.
16
IIVrVKIVIHI IVIV I tl.riIVVLVhY Utt'HK1 IVItIV
DATE: June 14, 2011
TO: Honorable Mayor and City Council
FROM: Carlos Fandino, Director of Light & Power
RE: PRINTERS AND FAXES MAINTENANCE AGREEMENT BETWEEN THE CITY
OF VERNON AND MICROTECH PRO, INC.
Purpose:
The Information Technology Department recommends renewing the existing 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 for all printers and
fax machines. The specialized equipment such as copiers and wide -format plotters will be
repair for an additional cost described in Exhibit C, Section 2. 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 City_ 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 2011/2012. 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 the City's Legal Department.
Recommendation:
It is recommended that the City Council approve the enclosed printer repair maintenance
agreement in the meeting that will take place on June 21, 2011 to ensure the uninterrupted
support of the printers and faxes used by the City.
Am
INTEROFFICE MEMORANDUM
Information Technology Department
DATE: June 14, 2011
TO: Carlos Fandino
Director of Light and Power
FROM: Andrei Yermakov P
IT Manager
SUBJECT: Printer Maintenance Agreement by Microtech Pro, Inc.
am requesting to renew a 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 is budgeted in the next fiscal
year. The total estimated cost for the contract will be $65,000 with the terms "do not
exceed the total amount."
The agreement should be approved as to form by the City's Legal Department. The
terms of the agreement did not change, with the exception of the total dollar amount.
The total dollar amount is lower than last year based on the historical data for the last
fiscal year.
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 July 5,
2011.
AY:
cc: City Clerk .
O
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