HomeMy WebLinkAboutSharp Business Systems - (De Lage Laden Public Finance LLC) 2011 Agreement
De Lage Landen Public Finance LLC
1111 Old Eagle School Road
Wayne. PA 19087
State and local Government lease-Purchase Agreement
PHONE: (800) 736-0220
FACSIMILE: (800) 700-4643
")hQne Number
408-846-0202
-';'urrfl3Se Order Reqli;siUm Number
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7351 Rosanna St
Gilro
CA
95020
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See Equipment Description Attached as Attachment 2
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By checking 1M 1m bf%W, YOU heft'hy (\C$ign<ltc this Lc-a~e as ~ ^qualifil'd tv.-eiempl OI)!igahOI'l' as definoo in
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afld YOUR subordifl1:lle cf1litie) d\irinq Ihe GJ.iendal YWf in which ~it i;md jfp!; lllase '!: not leasonably C(;JN',ted
10 '''''''" $.10,000.000
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TERMS AND CDNDITIDNS
Please read YOUR copy of this Slate and Local Government Lease-Purchase AQreement ("Lease") carefully and feel free to ask US any questions YOU may have about it. Words "YOU" and "YOUR" refer to
the "Lessee" and the words "WE," US" and "OUR" refer to De Lage Landen Public Finance LLC, rts successors and assigns, as the "Lessor" of Ihe Equipment
1. lEASE. WE agree to lease to YOU and YOU agree 10 lease from US, the equipment listed above (and on any attached schedule) including all replacement parts, repairs, additions and accessories
("EQuipmenf') on the terms and conditions of this Lease and on any attached schedule,
2_ TERM, This Lease is effective on the date that it is accepted and signed by US (the "Commencement Date") and continues thereaf1llr for an onginal term ("Original Term") ending at the end of YOUR budg-
et vear In effm:t on the Commencement Date and may be continued by YOU for additional one-year renewal terms ("Renewal Terms") coinciding with YOUR budget year up to the total number of months indicat-
ed' above as the Full Lease Term: provided, however, that at the end of the Original Term and at the end of each Renewal Term until the Full Lease Term has been completed. YOU shall be deemed to have contin-
ued this Lease for the next Renewal Term unless YOU shall have terminated this lease pursuant to Section 5 or Section 17, Lease Payments will be due as set forth on Attachment 1 until the balance of the Lease
Payments and any additional Lease Payments or expenses chargeable 10 YOU under this Lease are paid in full. As set forth in the Lease Payment SchedUle, a portion of each Lease Payment is paid as, and repre-
scnts payment of. interest. YOUR obligation to pay the lease Payments and YOUR other Lease obligations are absolute and uncondrtional and are not subject to cancellation, reduction, setoff or counterclaim except
as provided in Section 5, THIS lEASE IS NON-cANCELABLE EXCEPT AS PROVIDED IN SECTION 5
3. LATE CHARGES. II a lease Payment is not made on the date when due. YDU will pay US a late charge at the rate of 18% per annum or Ille maximum amount permitted by law. whichever is less.
from such date,
4. CONTINUATION DF lEASE TERM. YOU cunently intend, subject to Section 5, to continue this Lease through the Full Lease Term and to pay the Lease Payments hereunder, YOU reasonably believe thaI
legally available funds in an amount sufficient to make all Lease Payments during the Full Lease Term can be obtained, YOUR responsible financial officer shall do all things lawfully within his or her power to obtain
and maintain funds from which the Lease Payments may be made, Including makrng provision for the Lease Payments to the extent necessary in each proposed annual budget submitted lor approval in accor-
dance wl1h YOUR applicable procedures and to exhaust all available reviews and appeals if that portion of the budget is not approved. Notwithstanrling the foregoing, the decision whether to budget or appropriate
funds and to extend this Lease for any Renewal Term is solely within the discretion of YOUR governing body,
5. NONAPPRDPRIATION. YOU are obligated only to pay such Lease Payments under thiS Lease as may lawfully be made lrom funds budgeted and appropriated for that purpose during YOUR then current
budget year, If YOU fail to appropriate or otherwise make available funds to pay Ihe Lease Payments reqUired to be paid in the ne>d occurring Renewal Term. this Lease shall be deemed terminaled at the end of the
Ihen current Original Term or Renewal Term. YOU agree to deliver written nolice to US of SUCh termination at least 90 days prior to the end of tne then current Original Term or Renewal Term. but failure to give
such notice shall not extend the term of this Lease beyond the then current Original Term or Renewal Term. If this Lease is terminated in accordance with this Section, YOU agree, at YOUR cost and expense, to
peaceably deliver the Equipment to US at the location or locations specified by US,
6. WARRANTIES. WE are leasing the Equipment to YOU "AS-IS. and WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY. OR FITNESS FOR A PAR-
TICULAR PURPOSE, WE transfer 10 YOU, without recourse, for the term of this Lease all warranties, H any, made by Ihe manufacturer. YOU AlSO ACKNpWLEDGE THAT NO ONE IS AUTHORIZED TO WAIVE OR
CHANGE ANY TERM, PROVISION OR CONDITION OF THIS LEASE AND, EXCEPT FOR THE MANUFACTURER WARRANTIES, MAKE ANY REPRESENTATION OR WARRANTY AI30UT THIS LEASE OR THE EOUIP-
MENT. WE SHAlL NOT BE LIABLE FOR SPECiAl. RESULTING OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF WARRANTY OR REPRESENTATION OR RESULTING FROM
THE USE OR PERFORMANCE OF THE EOUIPMENT YOUR OBLIGATION TO PAY IN FUll ANY AMOUNT DUE UNDER THE lEASE WILL NOT BE AFFECTED BY ANY DISPUTE, CLAIM, COUNTERCLAIM, DEFENSE
OR OTHER RIGHT WHICH YOU MAY HAVE OR ASSERT AGAINST THE SUPPLIER OR THE EQUIPMENT MANUFACTURER
7, DELIVERY AND ACCEPTANCE, YOU ARE RESPONSIBLE, AT YOUR OWN COST. TO ARRANGE FOR THE DELIVERY AND INSTALLATION OF THE EOUIPMENT (UNLESS THOSE COSTS ARE INCLUD-
ED IN THE COSTS OF THE EOUIPMENT TO US), IF REOUESTED, YOU WILL SIGN A SEPARATE EOUIPMENT DElNERY AND ACCEPTANCE CERTIFICATE, WE MAY AT OUR DISCRETION CONFIRM BY THE.
PHONE THAT YOU HAVE ACCEPTED THE EQUIPMENT ANa THAT TELEPHONE VERIFICATION OF YOUR ACCEPTANCE OF THE EOUIPMENT SHALL HAVE THE SAME EFFECT AS A SIGNED DELIVERY AND
ACCEPTANCE CERTIFICATE
8. TITLE. PERSONAL PROPERTY, LOCATION, INSPECTION. NO MODIFICATIONS OR AlTER.
ATIONS. YOU have title to the Equipment: provided that title to the Equipment will immediately and'
without any action by YOU vest in US, and YOU shall immediately surrender possession of the
Equipment to Us. (a) upon any termination of this Lease other than termination pursuant to Section
17 or (b) if YOU are In default 01 this Lease. It is the intent of the parties hereto that any transfer of
title to US pursuant to thiS Section shall occur automatically Without the necessity of any bill of sale,
certificate of trtIe or other instrument of conveyance, YOU shall, nevertfleless, execute and deliver
any such instruments as WE may request to evidence such transfer. As security for YOUR obliga.
tions hereunder, WE retain a security interest in the Equipment and all proceeds thereof. YOU have
the right to use the Equipment during the term of this Lease, except as otherwise expressly set forth
in this lease, Although the Equipment may become attached to real estate, it remains personal
properly. YOU agree not to alter or modify the Equipment or permit a lien to be placed upon the
Equipment or to remove the Equipment without OUR prior written consent If WE feel it Is neces.
sary, YOU agree to provide US with waivers of interest or liens from anyone claiming any interest
in the real estate on which any items of Equipment Is located. WE also have the right at reason.
able times, to inspect the Equipment.
9. MAINTENANCE, YOU are required, at YOUR own cost and expense, to keep the Equipment
in good repair, condition and wOrking order. except for ordinary wear and tear, and YOU will sUpply
all parts and servicing reqUIred. All replacement parts used or installed and repairs made to the
EqUipment will become OUR property
YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBtE FOR PROVIDING ANY REQUIRED
MAINTENANCE ANOIOR SERVICE FOR THE EQUIPMENT YOU WILL MAKE All CLAIMS FOR SER.
VICE AND/OR MAINTENANCE SOLELY TO THE SUPPLIER AND/OR MANUFACTURER AND SUCH
CLAIMS WilL NOT AFFECT YOUR OBLIGATION TO MAKE All REOUlRED LEASE PAYMENTS.
10. ASSIGNMENT. YOU AGREE NOT TO TRANSFER, SELL, SUBLEASE, ASSIGN, PlEDGE OR
ENCUMBER EITHER THE EOUIPMENT OR ANY RIGHTS UNDER THIS LEASE WITHOUT OUR PRIOR
WRITTEN CONSENT YOU agree that WE may sell, assign or transfer this Lease and, If WE do, the
new owner will have the same rightS and benefits that WE now have and will not have to perform any
of OUR obligations and the rights of the new owner will nor be subject to any claims, counterclaims,
defenses or set.offs that YOU may have against US, YOU hereby appoint Municipal Registrar Services
(the "Registrar") as YOUR agent tor the purpo.e 01 maintaining a written racord of each assignment
in form necessary to comply with Section 149(a) of the Internal Revenue Code of 1986, as amended.
No such assignment shall be binding on YOU until the RegIStrar has received written notice from the
assignor of the name and address ot the assignee,
11, LOSS OR DAMAGE. YOU are responsible tor the risk of loss or destruction of, or damage to
the EqUipment. No such loss or damage relieves YOU from any obligation under this Lease If any of
the Equipment is damaged by fire or Otller casualty or title to, or the temporary use of. any of the
EqUIpment is taken under the exercise of the power of eminent domain, the net proceeds ("Net
Proceeds") of any insurance claim or condemnation award will be applied to the prompt replacement,
repair, restoration, modification or Improvement of thai Equipment, unless YOU have exercised YOUR
option to purchase the Equipment pursuant to Section 17. Any balance of the Net Proceeds remain-
Ing after such work has been completed shall be paid to YOU.
12. INDEMNITY, WE are not responSible for any losses or injuries caused by the manufacture,
aeQuiSllion, delivery, installation, ownership. use, lease. possession, maintenance, operation or rejec.
tion of the Equipment or defects in the Equipment. To the extent permitted by law, YOU agree to relm'
burse US for and to defend US against any claim for losses or Injuries relating to the Equipment. ThiS
indemnity will continue even after the termination of this Lease.
13. TAXES. YOU agree to pay all applicable license and registration fees, sale and use taxes. per.
sonal property taxes and all other taxes and charges, relating to the ownership, leasing, rental, sale.
purchase, possession or use of the Equipment (except those based on OUR net income), YOU agree
that if WE pay any taxes or charges, YOU will reimburse US for all such payments and will pay US
interest and a late charge (as calculated in Secllon 3) on such payments with the next Lease Payment,
plus a tee for OUR collecting and administering any laxes, assessments or tees and remitting them
to the appropriate authorities
14. INSURANCE. During thc term of this Lease, YOU will keep the Equipment insured against all
risks of lOSS or damage in an amount not less lhanthe replacement cost of the Equipment without
deductible and without co-insurance YOU will also obtain and maintain for the term of this Lease,
comprehenSive public liabHity insurance covenng both personal injury and property damage of at
least $100,000 per person and S3OO,OOO per occurrence or bodily Injury and $50,000 for properly
damage. WE will be the sole named loss payee on the property insurance and named as an addition.
al insured on lhe public Ilabilit'l insurance, YOU will pay all premiums for such insurance and must
deliver prool of Insurance coverage satlstactory to US. If YOU do not provide such insurance, YOU
agree that WE have the right, but not the obligation, to obtain such insurance and add an insurance
fee to the amount due from you, 011 which we make a profit
15, DEFAUtT. Sublect to Section 5, YOU are In default of thiS Lease if any of the follOWing
occurs: (a) YOU fail 10 pay any Lease Payment or other sum when due: (b) YOU breach any warran'
ty or other obligation under this lease, or any other agreemenf with US, (c) YOU become insolvent
or unable to pay YOUR debts when due, YOU make an assignrnem for the benefit of credrtors or YOU
undergo a substantial delilrioration In YOUR financial condition, or (d) YOU file or have filed against
YOU a petnion for liquidation, reorganilalion, adlustment of debt or similar relief under the Federal
Bankruptcy Code or any other present or fulure federal or s1llte bankruptcy or insolvency law, or a
trustee, receiver or liquidator is appointed for YOU or a substantial part ot YOUR assets
16. REMEDIES. WE /lave the folloWing remedies if YOU are in default of this Lease: WE may
dee/are the entire balance of the unpaid Lease Payments tor the then current Original Term or Renewal
Term immediately due and payable; sue for and receive all Lease Payments and any other payments
then accrued or accelerafed under this lease: charge YOU interest on all monies due US at the rate
of eighteen percent (18%) per year trom the date of detautt until paid, but in no event more than the
maximum rate permitted by law: charge YOU a rmum.check or non-sufficient funds charge ("tJSF
Charge") of 525.00 for a check that is returned for any reason: and require that YOU return the
Equipment to US and, iI YOU fail to return the Equipment enter upon the premises peaceably with or
withOlltlcgal process where the Equipment is located and repossess the Equipment Such return or
repossessron of the Equipment will not constitute a termination of this Lease unless WE expressly
notify YOU in writing. If the Equipment is returned or repossessed by US and unless WE have termi.
nated this Lease, WE Will sell or fe-rent the Equipment to any persons with any terms WE determine,
at one or more public or private sales, with or without notice to YOU, and apply the net proceeds after
deducting the costs and expenses of such sale or re-rootto YOUR Obligations wllh YOU remaining
liable for any deficiency and with any excess over the amounts described in this Section plus the then
applicable Purchase PriCe to be paid to YOU
YOU are also required to pay (i) all expenses Incurred by US in connection wilh the enforcement
01 any remedies, Including all expenses of repossessing, ;1orlng, shipping, repairing and selling the
Equipment, and (Ii) reasonable attorneys' tees.
17. PURCHASE OPTION. Provided YOU am nOl In delaurt, YOU shall have the option to purchase
all but not less than all of the Eguipment (a) on the date the last Lease Payment is due (assuming this
lease IS renewed atllle end of the Original Term and each Renewal Term). if this Lease is stili In effect
on that day, upon payment In full of lease Payments and all other amounts then due and the paymenf
of One Dollar to US: (b) on Ihe iast day of the Original Term or any Renewal Term then in effect. upon
at least 60 days' prior written notice to US and payment in full 10 US of the lease Payments and all
other amounts then due plus the then applicable Purchase Price set forth on the Lease Payment
Schedule; or (c) if substantial damage to Of destruction or condemnation of substantially all of the
Equipment has occurred, on the day specified in YOUR written notice to US of YOUR exercise of the
purchase option upon at least 60 days' prior notice to US and payment in full to US Of the Lease
Payments and all other amounts then due plus the then applicable Purchase Price set forth on the
Lease Payment Schedule,
18. REPRESENTATIONS AND WARRANTIES. YOU warral11 and represent as follows: (a) YOU
are a public body corporate and pOlillc duly organized and existing under the constitution and laws of
YOUR State With full power and authority to enter Into this Lease and the transactions contemplated
hereby and to perlorm all of YOUR obligations hereunder; (b) YOU have duly authorized the execu-
tion and delivery of this Lease by proper action by YOUR governing body at a meeting duly called,
regularly convened and attended throughout by the requ,site majority of the members thereot or by
other appropriate official approval, and all requirements have bean met and procedures have occurred
in order to ensure the validity and enforceability of this Lease: (c) YOU have complied with such pub-
lic bidding requirements as may be applicable to this lease and the acquisition by YOU of the
Equipment (d) all authorizations. consents and approvals of governmental bodies Of agencies
required In connection wllh the execution and delivery by YOU of this Lease or in connection wllh the
carrying OUI by YOU of YOUR Obligations hereunder have been obtained; (e) this Lease constitutes
the legal, valid and binding Obligation of YOU entorceable in accordance with ilS terms, except to the
extent limited by applicable bankruptcy, Insolvency, reorganization or other laws affecting credrtors'
rights generally; (f) YOU have, in accordance With the requirements of law, fully budgeted and appro'
priated sufficient funds for the current budglll year to make the Lease Payments scheduled to come
due during the current budget year and to meet YOUR other Obligations under this Lease for !he cur-
rent budget year, and those funds have not been expended for other purposes; (g) lhe Equipment is
essential to YOUR functions or to the services YOU provide to YOUR citizens, YOU have an immedi-
ate need for the EQUipment and expect to make immediate use of the Equipment YOUR need for the
Equipment is not temporary and YOU do nolexpectthe need for any item of the Equipment to dimin-
Ish in the foreseeable future, including the Full Lease Term, and the Equipment will be used by YOU
only for the purpose of perlorming one or more of YOUR governmental or proprietary functions con-
sistent with the permissible scope of YOUR authority and will not be used In the trade or business of
any other entity or person: and (h) YOU have never failed to appropriate Of otherwise make available
funds sufficient to pay rental or other payments coming doe under any lease purthase, installment
sale or other similar agreement.
19. uee RUNGS AND FINANCIAL STATEMENTS. YOU authorize US 10 file a financing state-
ment with respect tothe Equipment. If WE feel it is necessary, YOU agree to submit financial state.
ments (audiled if avaJlable) on a quarterly bOlSlS,
20. UCC. ARTICLE 2A PROVISIONS. YOU agree that this Lease is a Finance Lease as that term
is defined in Article 2A of the Uniform Commercial Code ("UCC"). YOU acknowledge thai WE have
given YOU the name of the Supplier of the Equipment, WE hereby notily YOU that YOU may have
rights under the contract wllh the Supplier and YOU may contact the Supplier for a description of any
rights or warranties that YOU may have under this supply contract. YOU also waive any and all rights
and remedies granted YOU under Sections :!A.50B through 2A-522 of the UCC,
21. TAX EXEMPTION. YOU wlli comply with all applicable provisions of the Imernal Revenue
Code ot1986. as amended, including withoutlimilation Sections 103 and 148 thereof, and the appll.
cable regulations thereunder 10 maintain the exclusion of the interesf portion of !he lease Payments
from gross income for purposes of federal income taxation,
22. BANK QUALIFICATION. If YOU checked the "Sank Qualification Elected" box on the front
page of this Lease YOU and all YQUR subordinate enlilles will not issue in excess of $30,000,000 of
qualifred tax-ilxcmpt obligations (inClUding this Lease but excluding private activity bonds other than
qualified 501 (c)(3) bonds) during the calendar year in Which WE fund this Lease without first obtain-
ing an opinion of nationally recognized counsel in the area of tax-exempt municipaf obligations
acceptable to US that the designation of this Lease as a "qualified tax-exempt obligation" will not be
adversely affected.
23. CHOICE OF LAW; JURY TRIAL WAIVER. This Lease shall be governed and construed m
accordance with the laws of the state where YOU are located. To the exlent permilled by law, YOU
agree to waive YOUR rights to a trial by Jury,
24. ENllRE AGREEMENT: SEVERABILITY; WAIVERS. This lease contains the entire agreement
and understanding, No agreements or understandings are binding on the parties unless set forth in
writing and signed by the parties, Any provision of this Lease which for any reason may be held unen.
forceable in any jurisdiction shall, as to such jurisdiction, be ineffective without invaliding ttJe remain'
mg prOVisions of thiS Lease, THIS LEASE IS NOT iNTENDED FOR TRANSACTIONS WITH AN EOUIP.
MENT COST OF LESS THAN 51,000.
25. FACSIMILE DOCUMENTATION. YOU agree that a faCSImile copy of this lease With facsimi.
Ie signatures may be treated as an original and will be admissible as evidence of this Lease
Approved as to Form:
Gilroy City Attorney's Office
By:
7Yf~&~
CIty Attorney
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AnACHMENT 1
STATE AND LOCAL GOVERNMENT LEASE-PURCHASE AGREEMENT
lease Payment Schedule
LESSOR OE LAGE LANOEN PUBLIC FINANCE LlC
LESSEE City of Gilroy
LEASE NUMBER PUB 9957
LEASE COMMENCEMENT DATE July 20th
,20 11
Paymenl Number Payment Date Rental Payment Intmes! Portiun Pnncipat Portion Balance Purchase Price
Loan 0712012011 0,00 0.00 0.00 120.338.64 0,00
1 08/2012011 . 3.547,53 391,10 3.156,43 117.182.21 120.697,68
2 0912012011 3.547,53 380,84 3.166.69 114.015.52 117.435.99
3 1 0/2012011 3.547.53 370,55 3.176.98 110,838,54 114,163.70
4 1112012011 3,547.53 360.23 3.187.30 107.651.24 110,880,78
5 12/2012011 3.547,53 349,87 3.197.66 104.453.58 107.587.19
6 0112012012 3.547.53 339,47 3,208.06 101.245.52 104.282,89
7 0212012012 3.547.53 329.05 3,218.48 98.027,04 100.967.85
8 0312012012 3,547,53 318.59 3.228,94 94.798.10 97.642.04
9 0412012012 3.547,53 308.09 3,239.44 91.558.66 94.305.42
10 0512012012 3.547.53 297,57 3,249,96 88.308.70 90.957,96
11 06120/2012 3,547.53 287,00 3.260.53 85;048.17 87.599,62
12 07/2012012 3.547,53 276.41 3.271.12 81.777.05 84.230.36
13 0812012012 3.547.53 265,78 3.281,75 78.495,30 80.850,16
14 09/2012012 3,547,53 255,11 3,292.42 75.202.88 77 ,458.97
15 1012012012 3.547,53 244.41 3.303,12 71.899.76 74,056,75
16 11/2012012 3,547.53 233.67 3.313,86 68.585,90 70.643.48
17 12/2012012 3,547,53 222.90 3.324.63 65.261,27 67,219,11
18 01120/2013 3.547.53 212.10 3.335.43 61.925.84 63,783,62
19 02120/2013 3.547,53 201 ,26 3,346,27 58,579,57 60,336.96
20 03120/201 3 3.547.53 190,38 3.357,15 55,222.42 56,879.09
21 0412012013 3.547,53 179,47 3.368.06 51.854,36 53,409,99
22 05120/2013 3.547,53 168,53 3.379,00 48.475,36 49.929,62
23 06/20/2013 3.547,53 157,54 3.389.99 45.085.37 46.437.93
24 07/20/2013 3.547.53 146,53 3,401,00 41.684,37 42.934.90
25 08120/2013 3,547,53 135.47 3.412,06 38.272,31 39.420.48
26 0912012013 3,547,53 124,39 3.423.14 34.849.17 35.894,65
27 1012012013 3.547,53 113,26 3.434,27 31.414,90 32.357.35
28 11120/2013 3.547,53 102,10 3,445.43 27.969,47 28,808,55
29 12/20/2013 3.547.53 90.90 3.456,63 24.512,84 25.248,23
30 01120/2014 3.547,53 79.67 3.467,86 21.044,98 21.676,33
31 0212012014 3.547,53 68.40 3.479,13 17.565.85 18.092.83
32 0312012014 3,547,53 57.09 3,490,44 14.075.41 14.497,67
33 0412012014 3.547,53 45,75 3.501,78 10.573.63 10,890,84
34 0512012014 3.547,53 34.36 3.513,17 7.060.46 7.272.27
35 06/2012014 3.547,53 22,95 3.524,58 3.535,88 3.641,96
36 0712012014 3.547.53 11,65 3.535.88 0.00 0.00
Grand Totals 127.711.08 7,372.44 120.338,64
tn addition to the stated monthly payment of $3,547.53, a monthly ServicelMaintenance payment of $442,50 is due and payable monthly, This monthly
Service/Maintenance payment is separate from the $3.547,53 monthly tax-exempt principal and interest equipment lease paYm~n.t e aforementioned
Se' ainten ce payment will be passed through to the Vendor providing the service/maintenance, The total monthly pay e is $3.990.03
($3 7.53'" $44 ,50) ,r' ~
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AnACHMENT 2
STATE AND LOCAL GOVERNMENT LEASE-PURCHASE AGREEMENT
EQUIPMENT DESCRIPTION
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AMENDMENT TO STATE AND LOCAL GOVERNMENT LEASE.PURCHASE AGREEMENT
This Amendment to that certain State and Local Government Lease-Purchase Agreement (together with all Exhibits and this Amendment, the
"Agreemenf') dated as of July 20th. 2011. between De Lage Landen Public Finance LLC (together with its successors and assigns. "Lessor").
and City of Gilroy (together with its successors and assigns. "Lessee"), is incorporated in and is hereby made a part of the Agreement.
Lessor and Lessee hereby agree that capitalized tenns used herein and not otherwise defined herein s!'lall have the tenns assigned to such
tenns in the Agreement and that the following changes and additions are hereby made to the Agreement:
1. Section 23 of the Agreement is further clarified to mean: State of California for choice of law,
Except as specifically set forth in this Amendment, all tenns and conditions contained in the Agreement remain in fuB force and effect and are
hereby ratified and confinned.
BY:
AUTHORl RE
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. PRINTED NAME AND TITLE I
ADDRESS: --=t-Y;-I ~fi-~CL n n/A ot.
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DATE:
BY:
ADDRESS:
DATE:
Approved as to Form:
(3i1roy City Attorney's Office
By:
~J~A'~
City Attorney
De Lage Landen Public Finance LLC
1111 Old Eagle School Road
Wayne, PA 19087
ACCEPTANCE CERTIFICATE
Ladies and Gentlemen:
Re: State and Local Government Lease Purchase Agreement dated as of July 20th
De Lage landen Public Finance llC, as Lessor, and City of Gilroy
, 20 11 ,between
, as Lessee,
In accordance with the State and Local Government Lease Purchase Agreement (the "Agreement"). the undersigned Lessee hereby certifies and represents to.
and agrees with Lessor as follows:
1, All of the Equipment (as such term is defined in the Agreement) has been delivered, installed and accepted on the date hereof.
2 Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts
the Equipment for all purposes,
3, Lessee is currently maintaining the insurance coverage required by Section 14 of the Agreement
4, No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the Agreement) exists at
the date hereof.
isrAL)
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"(,nled " the U.S A 07PfDOCOS5v I 3I1ll
SHARP
Addendum to SBS Customer Care Maintenance Agreement between
CITY OF GILROY and SHARP BUSINESS SYSTEMS.
Paral!raph #18 Jurisdiction: Amended to read as:
Paragraph amended to read as "All parties hereby consent to the exclusive jurisdiction oOf the Federal Courts
located in Santa Clara County. California and the State Courts located in Santa Clara County. California in any
proceeding arising out of or relating to this Agreement."
Sharp Business Systems
~
-~
/homo S J. ftajluY\d
City of Gilroy
Approved as to Form:
By:
Gilroy City Attomey's Office
k-_h - /J 2./ ,7 (:'
(/"-2/[,- 1--#(/'-. C/?'l/L,:(<~'If/\
City Attomey
~
ACORD- CERTIFICATE OF LIABILITY INSURANCE I OA TE IMMIDOIYYYY)
~ 0711312011
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSUREDr the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsementCs).
PRODUCER ~2~~~CT
Marsh USA Inc.. r4~~.t ~.." I f..e~ No':
Japan Client Services.
1166 Avenue of Ihe Americas, 36th Floor E-MAil
AOORESS:
New York, NY 10036: INSURERISI AFFOROING COVERAGE
Attn Chartes Wong 212.345-7058 NAIC#
104641-SBS-aauwp-10-11 INSURER A : Sompo Japan Insurance Co, Of America 11126
INSURED INSURER B : Mitsui Sumilomo Insurance Group 00026
Sharp Business Systems
14791 Oak Lane. INSURER C :
Miami Lakes, FL 33016 INSURER 0 :
INSURER E :
INSURER F :
COVERAGES
CERTIFICA TE NUMBER:
NYC-006185150-03
REVISION NUMBER: 7
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
I~,SR TYPE OF INSURANCE ADOl UBR 11~~'5g~\ :3Mc;,~\
TR POLICY NUMBER LIMITS
A GENERAL LIABiliTY GDL40002CO 1010112010 10/0112011 EACH OCCURRENCE S 1,000,000
- ~~EMISES Ea ~~ncel
~ 3'MERCIAL GENERAL LIABILITY S 50,000
_ CLAIMS-MADE 0 OCCUR MED EXP IAnv one oersen) $ 5,000
PERSONAL & AOV INJURY S 1,000,000
X VENDORS END'T CG201 5 GENERAL AGGREGATE S 1,000,000
nN'L AGG~nE LIMIT APFlS PER PRODUCTS - COM PlOP AGG $ 3,000,000
POLICY ~~g: LOC S
A AUTOMOBILE LIABiliTY ASN10042S00 10101/2010 10101/2011 ii;~~~~~~I~INGLE LIMIT . 1,000,000
I--
X ANY AUTO BODILY INJURY (Per person) $
'-- ALL OlfvNED - SCHEDULED
'-- AUTOS - AUTOS BODILY INJURY (Per accident) S
NON-OWNED I Fp~~;o%~t?AMAGE $
I-- HIRED AUTOS - AUTOS
CamplCoII Deductible s 500
A X UMBRELLA L1AB H OCCUR USS10045WO 10/0112010 1010112011 EACH OCCURRENCE S 5,000,000
'--
EXCESS LIAS CLAIMS-MADE AGGREGATE $ 5,000,000
OED I I RETENTION S S
B WORKERS COMPENSATION WCP853oo20 (AOS) 0610112011 0610112012 X I T~~T~J,~;; I I OJ,\;-
B ANO EMPLOYERS' L1ABIUTY Y/N WCP 9110029 (CT) 06/0112011 06/0112012 1,000,000
ANY PROPRIETOR/PARTNER/EXECUTIVE 0 E.L. EACH ACCIDENT $
OFFICERIMEMBER EXCLUDED? N/A
(MandalolY In NH) E L. DISEASE - EA EMPLOYEE S 1,000,000
~~s~~rtif~ '6'~'gPERA TIONS below E L. DISEASE - POLICY LIMIT S 1,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remark. Schedule, if more .pace I. required)
ity of Gilroy is included as addilional insured where reqwed by writlen contract with respect to General Liability.
CERTIFICA TE HOLDER
CANCELLATION
City of Glroy SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
7351 Rosanna 5t. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Glroy CA 95020 ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZEO REPRESENTATIVE
of Marsh USA Inc.
I Charles Wong Ct-&.. JJ.=;1
ACORD 25 (2010/05)
@ 1988-2010 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
<<- Sompo Japan Insurance Company of America
. . COMMERCIAL GENERAL LIABILITY
ENHANCEMENT
SPECIAL BROAD FORM ENDORSEMENT
I. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT
Item 4. is added as follows:
4. Any person or organization not otherwise identified as an insured in this coverage or by endorsement to
this coverage that you are required by written contract, written agreement or written permit to name as an
insured is an Insured but only with respect to "bodily injury-, .property damage" or "personal md advertising
Injury" caused In whole or In part by:
,. Your acts or omissions; or
2. The acts or omissions of those acting on your behalf;
in the performance of your ongOing operations for the additional insured(s) at the loCation(s) designated
in the written contract, written agreement or written permit or premises leased or used by you.
With respect tq the insurance afforded to these additional Insureds, the following additional excllJslons aRPIy:
thIs insurance does not apply:
a. To "bodily Injury" or .property damage" occurring after all work, including materials, parts or equipment
furnished In connection with such work, on the project (other than service, maintenance or repalrs) to be
performed by or on behalf of the additional insured(s) at the location of the covered operations has been
completed; ,
b. To "bodily Injury" or "property damage" occurring aftar that portion of "your work" out of which the Injury or
damage arises has been put.toits intended use by any person or organization other than another contractor
or subcontractor engaged in performing operations for a principal as a part of the same project;
c. Unless the written contract or written agreement has been 'executed or the written permit has been issued
prior to the "bodily Injury", "property damage" or "personal and advertising injury"; .. -, .
d. To any owners or other interests from whom land has been leased for .occurrences" that take place after the
lease for that land expires or to structural alterations, new construction or demolition operations performed by
or on behalf of any additional insured; or
e. To the rendering or failure to render any professional service.
The Insurance provided under item 1. above applies on a primary basis If that Is required by the written contract,
written agreement or written permit. Coverage under this provision Is limited to the minimum limits of liability
stipulated In that written contract, written agreement or written permit or the amount of loss not to exceed the Limit
of Liability shown in the Declarations, whichever is less.
7. MOBILE EQUIPMENT REDEFINED
Under SECTION V - DEFlNmONS, paragraph f.(1) of the. definition of "mobile equipment" does not apply to
self-propelled vehicles of less than 1,000 pounds gross vehicle weight and unlicensed vehicles that are not
designed for use on the highway.
8. KNOWLEDGE AND NOTICE OF OCCURRENCE
Form YGL 02 001 (Ed. 07/04) Printed in USA
Page 7 of 8
Includes Copyrighted material of Insurance Services Offioe, Inc. with its permssion.
PFI00uCEl'l
212-345-3660
02:26:56p.m, 07-14-2011
2/3
. Policy Number
GDlAOOO2CO
COMMON POUCY CHANGE ENDORSEMENT
~~ Endorsement No. 010
SOMPO JAPAN INSURANCE COMPANY OF AMERICA
Named Insured SHARP ELECTRONICS CORPORATION Effective Date: 07-15-11
12:01 A.M., Staldard lime
Agent Name MARSH USA !NC.
Agent Ho. BSONY
This <<r1dor&8l1Blt will not be used to decrease coverages, klcrease ni8s or deductlbles Dr 8Iter "'Y terms Dr
conditions of coveraae unless 8llhe sole reauest of the Insured.
COVERAGE PART INFOIWATION - CCMH'3ge parts afI'ec:led by this change as IndIcaIId by ~ below.
D Commercl8l Property
l!J Commercial General LIablUty NO CHARGE
o Commercial Crime and Adellty
D Commerclal Inland Maine
0
0
The following ltem(s):
o Insured's Name o Insured's MalDng Address
o Policy Number o Company
o ElfscUvel expiration Date o Insured's Legal Stmusl Business or Insured
D Payment Plan D Premium Determlnallon
D AdditIonal Interested Parties o Coverage Forms and Endorsements
o Umltsl Exposures o DecJuctlbles
o Covered Pro o Classfficatlon/ Class Codes
D = Located Description o Under1yfng Exposure
Is (are) changed to read (See Addlllonal Page(I)}
THE FOLLOWING FORMeS) HAS BEEN AMENDED:
CG 20 26 07-04 ADDL INSD-DESIGNATED PERSON/ORGANIZATION
ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME
The above amendments result In a change In the premium IS follows:
This prerrium does not Include tax.es II\d
I!l No Changes 0 To be Adjusted at Audit I Additional NO CHARGE I RelurnNO CHARGE
Tax and SUrchatge Changes
Additional .- Return
x/7r / ~;~ .-
AUlHORlZEO AGENT
YIL 02 001 (1OJ 99)
212-345-3660
02:27:09 p,m, 07-14-2011
POLICY NUMBER:GDL40002CO
COMMERCIAL GENERAL UABlUTY
CG 20 26 f17 04
THIS ENDORSEMENT CHANGES THE POUCY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - DESIGNATED
PERSON OR ORGANIZATION
This endorsement modifies Insurance provided under the followlng:
COM~Al GENERAL UABILlTY COVERAGE PART
SCHEDULE
Name Of AddilIoNllnsured Perse
CITY OF GILROY
7351 ROSANNA ST.
GILROY, CA 95020-6141
Information r ulred to co lets this SchBdul If not shown ebove will be shown In the Declarations.
Section II - Who Is An Insured Is amended to Include
as an additional Insured the person(s) or Orgllllza.
t1on(s) shown In the Schedule. but only with respect
to IiabDlly for 'badBy Injury". "property damage" or
"personal and advertising Injury" caused. In whole or
In part, by your acts or omissions or the acts or omis-
sIons of those acting on your beh~:
A. tn the performance of your ongoing operatlons; or
B. In connection with your premises owned by or
rented to you.
CG 2(J 2fi 0704
o ISO Properties, Inc., 2004
Page1of1 C
3/3
,
, I
i
.......--.,
ACORD'iJ CERTIFICATE OF LIABILITY INSURANCE I DATE (MMlDONYYY)
~ 06114/2011
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
Marsh USA Inc, NAME:
rngN~n "yt\. I FAX
Japan Client Services iAic Nol:
1166 Avenue of the Americas, 36th Floor E-MAIL
New York, NY 10036 ADDRESS:
AtIn: Charles Wong 212-345-7058 INSURERISI AFFORDING COVERAGE NAIC#
104641-SBS-gauwp-10-11 INSURER A: Sompo Japan Insurance Co, Of America 11126
INSURED INSURER B : N/A N/A
Sharp Business Systems
14791 Oak Lane INSURER C :
Miami Lakes. FL 33016 INSURER 0 :
INSURER E :
INSURER F :
COVERAGES
CERTIFICATE NUMBER:
NYC-006185150-02
REVISION NUMBER" 1
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE ADDL SUBR I 1:~gM~~1 ':S}6gM~1
LTR POLICY NUMBER LIMITS
A GENERAL LIABILITY GDL40002CO 10/01/2010 10/01/2011 EACH OCCURRENCE $ 1,000,000
- DAM~~T TO RENTED
X COMMERCIAL GENERAL LIABILITY PREMI ES lEa occurrence\ $ 50.000
I CLAIMS-MADE ~ OCCUR MED EXP (Anv one person) $ 5,000
PERSONAL & ADV INJURY $ 1,000,000
-
X VENDORS END'T CG2015 GENERAL AGGREGATE $ 1,000,000
-
~'L AGGREAE LIMIT APnS PER: PRODUCTS - COMP/OP AGG $ 3,000.000
POLlCy~~R,: LOC $
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
- .JE!U!GQiQ~IJ!L___ _____. $------ .--...---
ANY AUTO BODILY INJURY (Per person) $
- ALL OWNED - SCHEDULED
AUTOS AUTOS BODILY INJURY (Per accident) $
- - NON-OWNED rp~~~~C~d~~t?AMAGE
HIRED AUTOS - AUTOS $
-
$
UMBRELLA L1AB H OCCUR EACH OCCURRENCE $
-
EXCESS LIAS CLAIMS-MADE AGGREGATE $
OED I I RETENTION $ $
WORKERS COMPENSATION I. WC STATU- I 10J~-
AND EMPLOYERS' LIABILITY Y/N
ANY PROPRIETOR/PARTNER/EXECUTIVE 0 N/A E.L EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) EL DISEASE.. EA EMPLOYEE $
~~~~~rtir~ ~W'6PERATIONS below EL DISEASE - POLICY LIMIT $
DESCRIPTION OF OPERATIONS /LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule. if more space is required)
~ily of Gilroy is included as additional insured where required by written contract
CERTIFICATE HOLDER
CANCELLATION
City of Gilroy SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
7351 Rosanna St THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Gilroy, CA 95020 ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
of Marsh USA Inc.
I Charles Wong ~ .LI.d
ACORD 25 (2010/05)
@1988-2010ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
ACORD(1j CERTIFICATE OF LIABILITY INSURANCE I DATE (MMlDDIVYYY)
~ 07/13/2011
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
Marsh USA Inc, NAME:
r.~~'t~ ~_.', I FAX
Japan Client Services iAlc Nol:
1166 Avenue of the Americas, 36th Floor E-MAIL
ADDRESS:
New York, NY 10036 INSURERISI AFFORDING COVERAGE
Attn: Char1es Wong 212-345-7058 NAICIt
1 04641-SB8-gauwp-1 0-11 INSURER A: Sompo Japan Insurance Co, Of America 11126
INSURED INSURER B : Mitsui Sumitomo Insurance Group 00026
Sharp Business Systems
14791 Oak Lane INSURER C :
Miami Lakes, FL 33016 INSURER D :
~YRER E_:
INSURER F :
~
COVERAGES
CERTIFICATE NUMBER:
NYC-006185150-04
REVISION NUMBER: 7
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. N01WITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
INSR TYPE OF INSURANCE ADDL SUBR ;rOLlCY EF~\ =3l-~~iv~~~\ LIMITS
LTR POLICY NUMBER MMlDDIYYYY
A GENERAL LIABILITY GDL40002CO 10/01/2010 10/01/2011 EACH OCCURRENCE $ 1.000,000
-
X COMMERCIAL GENERAL LIABILITY DAMA(3E 19. RENTED $ 50.000
PREMISES Ea occurrence\
I CLAIMS-MADE 0 OCCUR MED EXP (Anyone person) $ 5.000
PERSONAL & ADV INJURY $ 1.000.000
-
X VENDORS END'T CG2015 GENERAL AGGREGATE $ 1,000,000
-
~'L AGGREnE LIMIT APnS PER: PRODUCTS - COMP/OP AGG $ 3.000.000
POLICY ~rR,: LOC $
A AUTOMOBILE LIABILITY ASN10042S00 10/01/2010 10/01/2011 fE~~~6~~nSINGLE LIMIT $ 1,000,000
-
X ANY AUTO BODILY INJURY (Per person) $
- ALL OWNED - SCHEDULED
BODILY INJURY (Per accident) $
- AUTOS - AUTOS
NON-OWNED fp~?~~~d~~t?AMAGE $
1-- HIRED AUTOS - AUTOS
Comp/ColI Deductible $ 500
A X UMBRELLA LIAB H OCCUR USS10045WO 10/0112010 10/01/2011 EACH OCCURRENCE $ 5,000,000
f-- 5,000,000
EXCESS LIAB CLAIMS-MADE AGGREGATE $
DED I I RETENTION !Ii $
B WORKERS COMPENSATION WCP8530020 (AOS) 06101/2011 06/01/2012 X I WCSTATU-T IOJJl'-
AND EMPLOYERS' LIABILITY Y/N WCP 9110029 (CT) 06/01/2011 06/01/2012 1,000,000
B ANY PROPRIETOR/PARTNER/EXECUTIVE 0 _E..L. EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED? N/A
(Mandatory in NH) E.L DISEASE - EA EMPLOYEE $ 1,000,000
~~~~~fti;~ '(;'~~PERATIONS below E.L DISEASE - POLICY LIMIT $ 1,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101. Additional Ramarks Schedule. if more space is required)
ity of Gilroy is included as additional insured where required by written contract with respect to General Liability,
CERTIFICATE HOLDER
CANCELLATION
City of Gilroy SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
7351 Rosanna SI. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Gilroy. CA 95020 ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
of Marsh USA Inc,
I Charles Wong CJ,..J.,. JJ..:::a
ACORD 25 (2010105)
@1988-2010ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
.,
Sompo Japan Insurance Company of America ..
COMMERCIAL GENERAL LIABILITY
ENHANCEMENT
SPECIAL BROAD FORM ENDORSEMENT
I. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT
Item 4. is added as follows:
4. Any person or organization not otherwise identified as an insured in this coverage or by endorsement to
this coverage that you are required by written contract, written agreement or written permit to name as an
Insured is an insured but only with respect to "bodily injury", "property damage" or "personal and advertising
injury" caused in whole or in part by:
1. Your aetsor omissions; or
2. The acts or omissions of those acting on your behalf;
in the performance of your ongoing operations for the additionalinsured(s) at the location(s) designated
in the written contract, written agreement or written permit or premises leased or used byyou.
With respect tq the insurance afforded to these additional insureds, the fallowing additional excl!Jsions apply:
This insurance does not apply:
a. Tolibodily injury" or "property damage" occurring after aU work, includingmateriaJs, parts or equipment
furnished in connection with such WOrk, on the project (other than service, maintenance or repairs) to be
performed by or on behalf of the additional insured(s) at the location of the covered operations has been
completed;
b. To "bodily injury" or "property damage" occurring after that portion of "your work" out of which the injury or
damage arises has bElen put to its intended use by any person or organization other than another contractor
or subcontractor engaged in performing operations for a principal as a part of the same project;
c. Unless the written contract or written agreement has been executed or the written permit has been issued
prior to the "bodily injury", "property damage" or "personal and advertising injury"; ... .
d. To any owners or other interests from whom land has been leased for .occurrences" that take place after the
lease for that land expires or to structural alterations, new construction or demolition operations performed by
oron behalf of any additional insured; or
e. To the rendering or failure to render any professional service.
The insurance provided under item I. above applies on a primary basis if that is required by the written contract,
written agreement or written permit. Coverage under this provision is limited to the minimum limits of liability
stipulated In that written contract, written agreement or written permit or the amount of loss not to exceed the Limit
of Liability shown in the Declarations, whichever is less.
7. MOBILE EQUIPMENT REDEFINED
Under SECTION V - DEFlNITIONSI paragraph f.(1) of the definition of "mobile equipment" does not apply to
self-propelled vehicles of less than 1,000 pounds gross vehicle weight and unlicensed vehicles that are not
designed for use on the highway.
8. KNOWLEDGE AND NOTICE OF OCCURRENCE
Fonn YGl02 DOl (Ed. 07/04) Printed in USA
Page 70'8
Includ~s Copyrighted material of Insurance Services Office, lno. with its permissi()li.
.PAOOUCEl'!
~
ACORD@ CERTIFICATE OF LIABILITY INSURANCE I DATE (MMlDDNYYY)
~ 09/26/2011
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PROOUCER CONTACT
Marsh USA Inc, NAME:
r.~~tt~ ~'~'. I FAX
Japan Client Services iA/C No\:
1166 Avenue of the Americas, 36th Floor E-MAIL
AODRESS:
New York, NY 10036 INSURER/Sl AFFORDING COVERAGE
Attn: Cha~es Wong 212-345-7058 NAIC#
104641-SBS-gauwp-11-12 INSURER A: Sompo Japan Insurance Co, Of America 11126
INSURED INSURER B: Mitsui Sumitomo Insurance Group 00026
Sharp Business Systems
14791 Oak Lane INSURER C :
Miami Lakes, FL 33016 INSURER D :
INSURER E :
INSURER F :
COVERAGES
CERTIFICATE NUMBER:
NYC-006185150-05
REVISION NUMBER: 9
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOlWlTHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE ADDL SUBR /f:~LJ%}'y~~~\ . (~g}J%M~~\ LIMITS
LTR POLICY NUMBER
A GENERAL LIABILITY GDL 40002CO 10/01/2011 10/01/2012 EACH OCCURRENCE $ 1,000,000
f-- ~~~~~~J9E~~~~~ence) 50,000
X COMMERCIAL GENERAL LIABILITY $
f-- =:J CLAIMS-MADE 0 OCCUR
MED EXP (Anv one person) $ 5,000
f--
PERSONAL & ADV INJURY $ 1,000,000
7 VENDORS ENDT CG2015 GENERAL AGGREGATE $ 1,000,000
f--
n'L AGGREAE LIMIT APnS PER: PRODUCTS - COMP/OP AGG $ 3,000,000
POLICY ~~R;: LOC $
A AUTOMOBILE LIABILITY ASN1004200 10/01/2011 10/01/2012 fE~~~~~~lINGLE LIMIT S 1,000,000
f--
X ANY AUTO BODILY INJURY (Per person) $
f-- ALL OWNED - SCHEDULED BODILY INJURY (Per accident) $
f-- AUTOS - AUTOS
NON-OWNED rp~9~;c%~~gAMAGE $
f-- HIRED AUTOS - AUTOS
Comp/ColI Deductible $ 500
A X UMBRELLA LIAB H OCCUR USS10045WO 10/0112011 10/01/2012 EACH OCCURRENCE $ 5,000,000
f--
EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000
OED I I RETENTION $ $
B WORKERS COMPENSATION WCP8530020 (AOS) 06/01/2011 06/01/2012 Xl T~~~m,~;,T IOJ~'
AND EMPLOYERS' LIABILITY
B Y/N WCP 9110029 (CT) 06/0112011 06/01/2012 1,000,000
ANY PROPRIETOR/PARTNERlEXECUTIVE 0 E,L. EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED? N/A 1,000,000
(Mandatory in NH) EL DISEASE - EA EMPLOYEE $
~~~'b~f~fr~ '8'~~PERATIONS below EL DISEASE - POLICY LIMIT $ 1,000,000
OESCRIPTlON OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORO 101. Additional Remarks Schedule, if more space is required)
Icity of Gilroy is included as additional insured where required by written contract w~h respect to General Liability,
CERTIFICATE HOLDER
CANCELLATION
City of Gilroy SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
7351 Rosanna SI. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Gilroy, CA 95020 ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZEO REPRESENTATIVE
of Marsh USA Inc.
I Charles Wong ~J)~
ACORD 25 (2010/05)
@ 1988-2010 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
~
ACORD~ CERTIFICATE OF LIABILITY INSURANCE I DATE (MMlDDIYYYY)
~_.....,,/ 10/13/2011
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
Marsh USA Inc, NAME:
Japan Client Services ~.~!?t>!.~, ~_~,. I r.tO~ Nol:
1166 Avenue of the Americas, 36th Floor E-MAIL
New York, NY 10036 AODRESS:
Attn: Charles Wong 212-345-7058 INSURERIS\ AFFORDING COVERAGE NAICIt
104641-SBS-gauwp-11-12 INSURER A: Sompo Japan Insurance Co, Of America 11126
INSURED INSURER B: N/A N/A
Sharp Business Systems
14791 Oak Lane INSURER C :
Miami Lakes, FL 33016 INSURER 0 :
INSURER E :
INSURER F :
COVERAGES
CERTIFICATE NUMBER:
NYC-006185150-07
REVISION NUMBER: 14
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
INSR TYPE OF INSURANCE ADDL SUBR I {:~~M5M~~\ {~g}6~}'y~~\
LTR POLICY NUMBER LIMITS
A GENERAL LIABILITY GDL 40002CO 10/01/2011 10/01/2012 EACH OCCURRENCE $ 1,000,000
- ~~~~~~J9E~~~~~?ence\
X COMMERCIAL GENERAL LIABILITY $ 50,000
I CLAIMS-MADE ~ OCCUR MED EXP (Anyone person) $ 5,000
PERSONAL & ADV INJURY $ 1,000,000
-
X VENDORS END'T CG2015 GENERAL AGGREGATE $ 1,000,000
-
~'L AGGREAE LIMIT APnS PER: PRODUCTS - COMP/OP AGG $ 3,000,000
POLICY ~~R;: LOC $
AUTOMOBILE LIABILITY fE~~~~~~~t~INGLE LIMIT $
-
ANY AUTO BODILY INJURY (Per person) $
- ALL OWNED - SCHEDULED
BODILY INJURY (Per accident) $
- AUTOS - AUTOS
NON-OWNED fP~~~;C~d~~t~AMAGE $
- HIRED AUTOS - AUTOS
$
UMBRELLA LIAB H OCCUR EACH OCCURRENCE $
f---
EXCESS LIAB CLAIMS-MADE AGGREGATE $
DED I I RETENTION $ $
WORKERS COMPENSATION I T"Xg~m,~q I IOJ~-
AND EMPLOYERS' LIABILITY Y/N
ANY PROPRIETOR/PARTNER/EXECUTIVE D N/A E.L. EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEI $
~m::~f~~~~ ~~'6PERATlONS below E.L. DISEASE - POLICY LIMIT $
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORO 101. Additional Remarks Schedule. if more space is required)
ity of Gilroy is included as additional insured where required by written contract
CERTIFICATE HOLDER
CANCELLATION
City of Gilroy SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
7351 Rosanna St THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Gilroy, CA 95020 ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
of Marsh USA Inc.
I Charles Wong Ct.J.,. j)~
ACORD 25 (2010/05)
@)1988-2010ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD