HomeMy WebLinkAboutToshiba Business Solutions of CA (dba); MBA of CA, Inc. CROSS-REF 2010-08-02CITY OF UKIAH
CONTRACT BETWEEN CITY OF: UKIAH AND TOSHIBA BUSINESS:. SYSTEMS FOR
LEASE AND MAINTENANCE OF MULTI -FUNCTION COPY MACHINES
This Contract, made and entered into this, day of, 2010 ("Effective Date"), by and
between CITY OF UKIAH, CALif=_ORNIA, hereinafter referred to as City" and MBA of'Califort►ia, Inc., DBA
Toshiba Business Solutions of California, a (sole prop(etorship, corporation, partnenthip, iimitaci partnership,
limited liability company, etc.) organized and in, good standing under the laws of the state of ,
hereinafter referred to as "Contractor".
WITNESSETH
WHEREAS, the CITY may retain independent contractors to perform special service to or for CITY or any
department thereof; and
WHEREAS, the CITY issued a Request. for Proposals (RFP) for the provision of multi -function copy
machines; and
WHEREAS, CONTRACTOR submitted a proposal that is believed to be in the best interest of the CITY.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
O: Removal of Mpchines: Pursuant. to Section 2.p. herein below, CONTRAGTOK, agrees to reauce
the number of machines, without cost or penalty, upon representation by the CITY that it can no
E
ME
(1). 1 3N`TItACT{7ff sI1aII _prflVtde, .at nt►' dpst 10 CITY 011"Jt�QC}Suraa 1e i .iea,,e>lospt peper,
throughout the term of this Contract, including shipping charges. Said supplies'Include, but are not
limited to, black toner, black developer, copy cartridges, fusers and staples. For color -capable
equipment, consumable supplies shall likewise Include, but not be limited to, color toner, developer,
CITY OR -UKIAH CONTRACT • LBASB ANU.MAINTBNANCA QP MULTS-FUNCTION COPY MACIIINBS
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cartridges, fusers, and staples. CONTRACTOR shall deliver ordered supplies within three (3)
working days after notification.
(2). At the time of copier installation, CONTRACTOR shall deliver supplies for not less than an
estimated two (2) month. period for each machine placed.
( ralelny.& Dam_bnsti�ittdnns. Tfif COh11 ►CTi Ft aliai1i rtCle #rafiri and: on;# t'etiorti , a :
no cost, upon initial Installation and on an as -needed basis thereafter, as may be requested by
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CITY personnel. Upon such request for training and/or demonstrations, CONTRACTOR shall
respond in a reasonable time period. An operator's manual shall be provided with each copy
machine.
(2). Network Technical Support.
a. Network connection is to be completed and fully functional within an average of two days. of
being notified by CITY INFORMATION TECHNOLOGY staff that the data jack Is available and
active and any necessary software and drivers have been installed on any computer needing
access to the copier/printers. Additional time will be provided when several connections, are
requested at one time.
b. At no cost to the CITY, CONTRACTOR must provide both telephone support and timely on-
site support for network related problems by primary and back-up systems engineers that have
been trained as computer network technicians. These technicians may not have direct access
to the network or to computers, but CITY INFORMATION TECHNOLOGY staff will be available
to coordinate troubleshooting efforts.
c. At no cost to the CITY, CONTRACTOR agrees to timely erase all data on hard drives from
machines that are removed from CITY service.
(3). Service..
to the original equipment being temporarily replaced. CITY'S records shall be determinate of
CONTRACTOR'S performance, of" this obligation. CONTRACTOR'S repeated faure to comply
or as
involved, and the location.
h. Exgessive Service Calls: Copiers that develop a trend of requiring art excessive number of
service calls (defined as [4) service calls in a month or six (6) service calls within a 90 day
period), must be replaced with comparable equipment of equal or greeter capability at no
additional charge. CITY'S records shall be determinate of CONTRACTORS performance of
this obligation. CONTRACTOR'S repeated failure to comply with this obligation shall constitute
a material breach of the Contract.
1. Service Logs: CONTRACTOR shall maintain a service log at each machine. This -service log
is to be kept In or with the machine.
J. Customer Service: CONTRACTOR shall provide a representative to, act as, the main point of
contact for all customer service inquiries. In consultation with the CITY'S PURCHASING
DEPARTMENT, said representative shall establish a .practice of maintaining routine visits to
departments to provide services which include, but are not limited' to:
r Evaluate customer needs and make recommendations to the General Services
Agency/Central Services Division regarding equipment and accessories.
+. Conduct equipment inspections'.
o Provide' training.
at Complaint resolution.
Invoicing:
(1). Who to Invoice: CONTRACTOR shall be required to bill the City, of Ukiah for all copy
machines, Attention; Accounts Payable, Ukiah Civic Center, 300 Seminary Aye., Ukiah, CA.
95482; Fax: (707.) 463-6204,, Email; ksechrest@cityofukfah.com. CONTRACTOR may deliver,
copies, total copy credits and total charges, separately invoiced by machine.
(3). f=requency: Invoices will be issued -monthly.
J. Meter Readings: CONTRACTOR shall be responslble for insuring the collection and accuracy of
meter readings. upon which billing charges are based. Any methods utilized. to collect the billing data
must be auditable and CITY reserves the right to conduct such audits at any time. If remote diagnostics
and/or meter readings would be preferred by CONTRACTOR, any costs involved in establishing that
communication must be borne- by CONTRACTOR. All meter readings will be agreed upon by the
parties prior to invoicing.
K. Reports: CONTRACTOR shall provide a quarterly electronic (MS Word or Excel) performance
history report to the CITY'S ,Purchasing Supervisor or his/her designee, that shall include the following
for each machine
(1). Make and model, location and serial number,,
(2). Service call dates.
(3). Record of maintenance and repairs performed.
(4). Service call response time.
(5). Duration to remedy;;
(6). Monthly volume,
CITY OF USIAH CONTMar - WASE AM MAM71INANCE OF MM*r[-FUNCTION COPY MACH@FHS
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I- CITY'S RESPONSIBILITIES, EXEMPTIONS and RIGHTS.
A. Consideration: In consideration of CONTRACTOR'S services under this Contract and subject to
the terms and conditions herein, CITY shall pay the monthly LEASE and the RAVE specified
hereinabove on each copy it makes. on CONTRACTOR'S photocopy machines.
& Payment Terms: Payment shah be due net 30 days from receipt of undisputed Invoice. Payment is
deemed to be made when. CITY deposits the payment in the United States Mail with proper First
Class postage addressed to CONTRACTOR at 1310 Madrid Street, Suite 101, Marshall, MN
66258.
C+ Damage to or loss of Drooerty. CITY shall not be responsible for;damage to or loss of equipment
tsth s said da>rrra a vv Ioea Is 00 tri tl-- so the Ci'I'9".
D..allatlon ofIndividual Machine InFlt tits tirrr ofofltratf .attdn�r. exten;Ilions.iesaf
CITY reserves the dht to caneei the LEASE of any rn;l ' ne due to non-appropriation of funds for
the particular department, program or function for which the machine was intended, Should funding
be reinstated during the term of this Contract, and any extensions thereof, CITY agrees to reinstate
the LEASE of the machine.
3. TERM. This Contract shall commence on July 30, 2010 and shall terminate on July 30, 2013, unless
terminated earlier as hereinafter provided.
4, ,EN_ D Qe TTERM OPTIONS: RETURN OF-j!aUIPMENT. At the end of the Term and upon 30 days
prior writteri notice to CONTRACTOR, CITY shall return all of the Equipment. This Contract shall
continue on a, month-to-month basisand CITY shall pay CONTRACTOR the same payments as
applied during the Term until the Equipment is returned to CONTRACTOR.
S.
6. REMEDIES.:
A. CITY Termination for Default: Subject. to the limitations in Section 6 (Default) hereinabove, CITY
may suspend or terminate this Contract at any time upon 30, days written notice to CONTRACTOR
in the event of`a default of contractual obligations. "Default" means any of the following actions or
Inactions by the CONTRACTOR which if occurring shall constitute a material breach of this
Contract:
(1). Any material breach specified Hereinabove.
(2). CONTRACTOR provides equipment that. does not meet the specifications of this Contract.
CITY OF UKIAH CONTRACT - LEASE AND MAINTENANCE OF MULTIFUNCTION COPY MACHINEs
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(3). !f CONTRACTOR should, persistently or repeatedly refuse or should fail, except in cases for
which extension of time is provided, to provide enough skilled service technicians + or proper
materials, or disregard laws and ordinances.
B. Termination for other Good Cause: This Contract may be terminated for Good Cause asfollows:
(1). By mutual consent of the CITY, the CONTRACTOR and General Electric Capital Corporatlon;
by this CONTRACT.
INSURANCE CONTRACTOR shall at all times during the term of the Contract with the CITY maintain
in force those insurance policies as designated in the attached Exhibit. B, and will comply with all those
requirements as stated therein.
CONTRACTOR shall not allow any SUBCONTRACTOR to commence work on this subcontract until
the insurance required of the SUBCONTRACTOR has been obtained. Any failure of CONTRACTOR to
maintain the Insurance required by this paragraph, or to comply with any of the requirements of this
paragraph, shall constitute a material breach of the entire Contract.
S. 1NDIMNIFICATI --- .H.OLD,HARMLESS. To the fullest extent permitted by law, CONTRACTOR
defense of any such claim without. relieving CONTRACTOR of any obligation hereunder.
St CONTRACTOR'S WARRANTIES. CONTRACTOR hereby makes the following representations and
warranties:
A. Standard of Care. CONTRACTOR represents that it is specially trained, licensed, experienced,
and competent to perform all the services, responsibilities, and duties specified herein and: that
such services, responsibilities, and duties shall be performed, whether by CONTRACTOR or
designated. SUBCONTRACTORS, in a manner according to generally accepted practices in the
provision of photocopier services.
B;. Non -Discrimination in Employment. In the performance of the work authorized, under the Contract,
CONTRACTOR shall not unlawfully discriminate against any qualified worker because of race,
religious creed, color, sex, sexual orientation, national origin, ancestry, physical disability, mental
disability, medical condition, marital status or age.
CITY OF UKIAH CONTRACT • LPASR AND MAINTP,NANCP OF MULTI -FUNCTION COPY MACHMS
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CONTRACTOR shall, in all solicitations or advertisements for employees placed by or on behalf of
the CONTRACTOR, state that all qualified appilcants, will receive consideration for employment
without regard to race, color, religious creed, sex, sexual orientation, national origin, ancestry,
physical disability, mental disability,medical condition, marital status or age.
C Adherence to Applicable Disability Law. CONTRACTOR shall be responsible for knowing and
adhering to the requirements of Section 504 of the Rehabilitation Acto of 1973, the Americans with
Disabilities _Act (42 U.S.C. Sections 1201, et seq.), California Government Code Sections 12020 at
seq.., and all related state and local laws.
Dr Safety Responsibilities. CONTRACTOR will adhere to all applicable CaIOSHA requirements in
performing work pursuant to this Contract. CONTRACTOR agrees that in the; performance of work
under this Contract, CONTRACTOR will provide for the safety needs of its employees and: will be
responsible for maintaining the standards necessary to minimize health and safety hazards.
i interest of CONTRACTOR. CONTRACTOR hereby covenants that he has, of the time of the
execution of this Contract, no interest, direct or Indirect, and, that he shall noir acquire any interest Ir!
the future, direct or indirect, which would conflict In any manner or degree with the performance of
services required to be performed; under this Contract. CONTRACTOR further covenants' that In
the performance of this work, no person having such Interest shall be employed.
10. ASSIGNMENT. CONTRACTOR shall not assign any Interest- in this Contract and shall not transfer
nay interest In the same without the prior written consent of CITY, except -that claims for money due or
to become due CONTRACTOR from CITY under this Contract may be assigned by CONTRACTOR to
a bank, trust company, or other financial institution without such approval. Written .notice of any such
transfer shall be furnished promptly to CITY. Any attempt at assignment of rights under this Contract;
except for those specifically consented to by both parties or as stated above, shall be void.
11. INDEPENDENT CONTRACTOR. Itis specifically understood that in the making andperformance of.
this Contract, CONTRACTOR is an Independent CONTRACTOR and is not an empioyee agent, or
servant of CITY.
12 MODIFICATION. This Contract may only be modified by a written amendment hereto, executed by
both parties; however, matters concerning scope of services which do not affect the agreed price may
be modified by mutual written consent of CONTRACTOR and CITY Purchasing Supervisor,_
13. ATi'ORNEY S FEES AND COSTS. if any action at law or€n equity is necessary to enforce or interpret
the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs, and
necessary disbursements in addition to any other relief to which such party may be entitled.
14.9ViiNERSHIP OF DOCUNgNTS. All non-proprietary reports, drawings, renderings, information, and/or
other documents or materials prepared by and/or submitted to CONTRACTOR hereunder shall become
the property of CITY. In the event of the termination of this Contract for any reason whatsoever,
CONTRACTOR shall promptly turn over all said reports, drawings, renderings, information and/or other
documents or materials W CITY without exception or reservation.
15. JURISDICTION. AND VENUE. This Contract shall be construed:: In accordance- with the laws of the
State of Californ€a-and the parties hereto agree that venue of any action or proceeding regarding the
Contract or performance thereof shall be in Mendocino County, California. CONTRACTOR waives any
right of removal it might have under California Code of Civil Procedure Section 394.
16. RESIDENCY,. All independent CONTRACTORS providing services to CITY for compensation who
seek an exemption from withholding of state income tax must file with the City a State of California
Form 590, certifying California residency or, in the case of a corporation, certifying that they have a
permanent place of business In California.
17. N+Q TH]IRD PARTY Bi NEFiCIARIES. Nothing contained in this Contract shall be construed to create,
and the parties do not intend to create, any rights in or for the benefit of third parties.
CITY OF UKIAH CONTRACT - LPAOR ANO M.AINTENANCR OF MULTI -FUNCTION COPY MACHIM
18. SEVERABILITY. If any provision of this Contract is held to be unenforceable, the remainder of this
Contract shall be severable and not affected thereby::
19. CONFLICT OF'INTERESTiCONFIDENTIALITY. The CONTRACTOR covenants that it presently has
no interest, and shall not have any interest; direct or indirect; which would conflict in any manner with
the performance of services required under this Contract; Without Iimitatton.L CONTRACTOR
represents to and agrees with the CITY that CONTRACTOR has no present, and will have no future,
conflict of Interest between providing the CITY service hereunder and any other person or entity
(including but not limited to any federal or state wildlife, environmental or regulatory agency) which has
any interest adverse or potentially adverse to the CITY, as determined in the reasonable Judgment of
the City Council.
The CONTRACTOR agrees that any information, whether proprietary or not, made known to ,or
discovered by it during the performance of or in connection with this Contract for the -CITY, will be kept
confidential and not be disclosed to any other person. The CONTRACTOR agrees to immediately
notify the CITY by notices provided in accordance with Paragraph 20 of this Contract, if It is requested,
to disclose any Information made know to or discovered by it -during the performance of or in connection
With this Contract.
These conflict of interest and future service provisions and limitations shall remain -fully effective five (5)
years after termination of services to the CITY hereunder.
20. NOTICES. All notices that are required to be given by one party to the other under this Contract shall
be in writing and shall be deemed to have been given if delivered personally, by overnight courier or fax
or enclosed in a properly addressed envelope and deposited With a United States Post Office for
delivery by regular first class mail addressed to the parties at the following, addresses, unless such
addresses are changed by notice, in writing, to the other party. Said notice shall be deemed given on:
the date received, if delivered personally, by overnight courier or fax, and 48 hours after deposit In the
United States: mail.
CITY OF UKIAH
Attn Purchasing. Supervisor
300 Seminary Avenue
Ukiah, CA 95482
FAX: 707-462-6204
MBA OF CALIFORNIA, INC.
DBA Toshiba Business Solutions
3170 Corporate Place
Hayward, CA 95454
FAX: 707-5.43-8438
Any correctly addressed notice that Is refused, unclaimed or undeliverable because of an act or
omission of ;the party to be notified shall be deemed effective as of the first date that said notice was
refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or overnight
delivery service.
Any party may change its address or fax number by giving the other party notice of the change in any
manner permitted by this Contract.
21. COMPLIANCE WITH LICENSING REQUIREMENTS CONTRACTOR shall comply with all necessary
licensing requirements and shall obtain appropriate licenses and display the same in a location that is
reasonably conspicuous, as well as file copies of same with the CITY.
22. AUDITS; ACCESS, -TO RECORDS. The CONTRACTOR shall make available to the CITY, its
authorized agents, officers, or employees, for examination of any and all ledgers, books of accounts,
invoices, vouchers., cancelled checks, and other records or documents evidencing or relating to the
expenditures and disbursements charged to the CITY, and shall furnish to the CiTY, its authorized
agents, officers or employees such other evidence or Information as the CITY may require with regard
to any such expenditure or disbursement. charged by the CONTRACTOR,.
CITY OF UKIAH CONTRACT • LEASE AND MAINTENANCE OF MULTI- MI TON COPY MACHINES
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The CONTRACTOR shall maintain fuil and adequate records in accordance with CITY requirements to
show the actual costs incurred by the CONTRACTOR. in the performance of this Contract. If such
books and records are not kept and maintained by CONTRATQR within the City of Ukiah, California,
CONTRACTOR shall, upon request of the CITY, make such books and the
available to the CITY
for inspection at a location within CITY or CONTRACTOR shall pay to the CITY the reasonable and
necessary costs incurred, by the CITY in inspecting CONTRACTOR'S books and records, including, but
not limited to, travel, lodging and subsistence costs. CONTRACTOR shall provide such assistance as
may be reasonable required in the course of such inspection.. The CITY Further reserves the right to
examine and reexamine said books, records and data during the four (4) year period following
termination of this Contract or completion of all work hereunder, as evidenced in writing by the CITY,
and the CONTRACTOR shall in no event dispose of, destroy, alter or mutilate said books, records,
accounts, and data in any manner whatsoever for four (4) years after CITY makes the final or last
payment or within foul' (4) years after any pending issues between the CITY and. CONTRACTOR with
respect to this Contract are closed, whichever is later.
*& DITiONAL PR2_V[§IONS. This Contract shall be governed by the laws of the State of,California. It
constitutes" the entire Contract between the parties regarding its subject matter. This Contract
supersedes all proposals, oral and written and all negotiations, conversations or discussions; heretofore
and between the parties related to the subject matter of this Contract.
24, MIS L6ANEOUS. CITY authorizes CONTRACTOR or CONTRACTOR'S agent to. file UCC financing
statements. The, parties intend this to be a "Finance Lease" under Article 2A of the- Uniform -
Commercial Code ("UCC"). CITY waives all rights and remedies allowed by Article 2A of the UCC.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as. of the day arts! year first
above written.
BY.,
CITY OF UKIAH CONTRACT = LHASS AND MAINTU'NANCR OF MUI T( -FUNCTION COPY MACMNiS
Page -801`8
IRS IDN Number
Ole:
Date
Ir- 2-;X0/0
Date
EXF€ I3,1i A
1d I' i3 c
IL�aa�19"
$Studio 5520C `
Civic Center, Main
300 Seminary Averpe
Ukiah-;Califomia 95482. _ _
eStudio 5520C
Civic Center, Annex
414 West Clay Street
Ukiah,. California 96482, ,,._
eStudlo 6520C
Public Safety - Police
300 Seminary Avenue-
Uldah, Cal€f6rnia:95482
aStudio 555
Public Safety *,Fire
300 Seminary Avenue
Ukiah Caifornia 95482
r-
Glt ,tir 14
EXHIBIT B • INSURANCE REQUIREMENTS FOR CONTRACTORS
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to
persons or damages to property which may arise: from or in connection with the performance of the work
hereunder by the Contractor, his agents, representatives, employees or subcontractors.
I. _Minimurn Jcope of Insurance
Coverage shall be at least as broad as,
A. Insurance Services Office Commercial General Uabillity coverage (Form No. CG 20 1010 01 and
Commercial General Liability — Completed Operations Form No. CG 20 3710 01).
B. Insurance Services Office form number CA 0001 (Ed. 11$7) covering Automobile, Liability, code 1•
(any auto).
C. Worker's Compensation insurance as required by the State of California and Employees -Liability
Insurance.
iI. Minimum Limits of insurance
Contractor shall-maintain'limits no less'than.
A. General Liability: $1,000,000 per occurrence for bodily Injury, personal injury and property damage
includina operations, products and corneleted operations. if Commercial General Liability
Insurance or other form with a general aggregate limit is used, either the general aggregate limit
shall apply separately to this projectliocation or the general aggregate limit shall be twice the
required occurrence limit. Insurance must be written on an occurrence basis.
Automobile, Liability: $1,000,000 per accident for bodily Injury and property damage. Insurance must
be written on an occurrence basis.
C. Worker's Compensation Employer's Liability: $1,000,000 per accident for bodily -injury or disease.
111. Deductibles and Self -Insured Retentions.
Any deductibles or self Insured retentions must be declared to and approved by the City. The City may require
the insurer to reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officers,
officials, employees and volunteers; or the Contractor to provide a financial guarantee satisfactory to the City
guaranteeing payment of losses and related Investigations., claim administration and defense. expenses; or to
approve the deductible without a guarantee.
IV. REQUIRED insurance Provisions
Proof of general Ilabilityand,autdimbile liability policies are to contain, or be endorsed to contain, the
following provisions:
A. The City, its officers, officials, employees, and volunteers are to be covered as ADDITIONAL
INSURED with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on
behalf of the contractor; and with respect to liability arising out of work or operations performed by or on
behalf of the Contractor including materials, parts or equipment, furnished in connection with such work or
operations. General liability coverage can be provided in the fonrii of an endorsement to the Contractor`s
Insurance, or as a separate owner's policy.
B. The workers' compensation policy Is to :be endorsed with a waiver of subrogation. The
insurance company, in its endorsement, agrees to waive all rights of subrogation -against the City, its
officers, officials, employees and volunteers for losses paid under the terms of this policy which arises
from the work performed by the named Insured. for the City. NOTE: You cannot be added as an additional
insured on a workers' compensation policy.
C. For any claims related to this project, the Contractor's insurance coverage shall be primary Insurance
with respect to the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance
maintained by the City, its officers, officials, employees, or volunteers shall be in excess of the
Contractor's insurance and shall not contribute with it.
Rev 11120/08 Page 1 of 2
D. Each insurance policy required by this clause shall be endorsed to state that coverage shall not to
canceled by either parry, except after thirty (30) days" prior written notice by certified mail, return, receipt
requested, has been given to the; City.
E Note: (This protects the Contractor), -Coverage shall not extend to any indemnity coverage for the
active negligence of the additional insured in any case where an agreement to indemnify the additional
insured would be Invalid under Subdivision (b) of Section 2782 of Civil Code.
V. RATING _- Accentabtlity of Insurers
Insurance into I*placed with admitted California insurers with a currentA.M. Rest's rating of no less than A- for
financial strength, AA for long-term credit rating and AMB -1 for short-term credit rating.
VI. Verification of Coverall; j
Contractor shall furnish the City with original certificates and amendatory endorsements affecting coverage
required by this clause. The endorsements should be on forms provided by the City; if endorsements are on
forms other than the City's forms, those endorsements or policies must provide coverage that is equivalent to or
better than the forms requested by the City. All certificates and endorsements are to be received and approved
by the City bgbm work commences. The City reserves the right to require complete, certified copies of all
required insurance policies, including endorserrients affecting the coverage required by these. specifications at,
any time.
VII. Subcontractors
Contractor shall include all subcontractors as Insured under Its policies or shall furnish separate certificates and
endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements
stated herein.
If you have questions regarding our Insurance requirements contact:
Risk Manager
(707) 463-6287 FAX (707) 463.6204=
Rev: 11/20/08 Page 2 oft