Loading...
HomeMy WebLinkAbout18-125 - EverBank Commercial Finance - Copier Lease for Finance Department18-125 Council Approval N/A LEASE AGREEMENT Please fax completed agreement to 1-866-329-8795 Questions or need assistance? Call 1-866-550-8795 Finance Copier Lease EverBank COMMERCIAL FINANCE' This Lease has been written in "Plain English." When we use the words Lessee, You and Your in this Lease, we mean the Lessee indicated below. When we use the words Lessor, We, Us, and Our in this Lease, We mean EverBank Commercial Finance, Inc. Our address is 10 Waterview Boulevard, Parsippany, New Jersey 07054. LESSEE INFORMATION Lessee Name City of Tukwila GL CODE : 000.05.514.230.45.00 Lease Number 41729357 Lessee Billing Address 6200 Southcenter Blvd Tukwila, WA 98188 Lessee Phone Number 206-433-1800 Equipment Location (if different from above) Federal Tax ID Number SUPPLIER INFORMATION Supplier Name ("SUPPLIER") and Billing Address Electronic Business Machines 802 134th St SW Everett, WA 98204 Supplier Phone Number 425-742-2244 EQUIPMENT DESCRIPTION Make/Model/Accessories Kyocera 8052ci Quantity Serial Number(s) PURCHASE OPTION Check one applicable box. If no box is checked or if more than one box is checked, the Fair Market Value Purchase Option will apply. "Fair Market Value O $1.00 Purchase Option 0 Fixed Price Purchase Option - 10% of Total Cash Price TERM AND PAYMENT Initial Lease Term (months): 60 Lease Payment: 343.26 Advance Lease Payment (Non Refundable) PLUS APPLICABLE TAX TERMS AND CONDITIONS 1. LEASE. You agree to lease the Equipment from Us on the terms and conditions of this lease agreement ("Lease.") The Equipment will be deemed irrevocably accepted by You upon the earlier of a) the delivery to Us of a signed Delivery and Acceptance Certificate or b) 10 days after delivery of the Equipment to You if previously You have not given written notice to Us of Your non -acceptance. The Lease commences on the day the Equipment is delivered to You (the "Commencement Date") and the first Lease payment shall be due on the Commencement Date or any other date that we designate, and the remaining Lease payments will be due on the same day of each subsequent month at an address specified by Us in writing. If more than one Lease payment is required in advance, the additional amount will be applied at the end of the initial or any renewal term. IF THIS LEASE IS REPLACING AN EXISTING LEASE, THE NEW PAYMENT MAY INCLUDE THE BALANCE OF THAT LEASE AND RESULT IN A GREATER AGGREGATE COST TO YOU. YOUR LEASE OBLIGATIONS ARE ABSOLUTE, UNCONDITIONAL AND NOT SUBJECT TO CANCELLATION, REDUCTION, SETOFF OR COUNTER CLAIM, EVEN IF THE EQUIPMENT DOES NOT WORK PROPERLY. You authorize us to adjust the Lease Payment up or down by not more than 15% if the total amount we have paid in connection with the purchase, delivery and installation of the Equipment, including any trade -up and buyout amounts (collectively, the "Total Cash Price") differs from the estimated Total Cash Price originally assumed for documentation purposes. 2. NO WARRANTIES. You are leasing the Equipment "AS -IS" AND WE MAKE NO WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTCULAR PURPOSE. 3. EQUIPMENT USE AND MAINTENANCE, RESTOCKING FEE. You will keep the Equipment at the location stated above and maintain it in good working condition, eligible for manufacturer's certification, normal wear and tear excepted. You will pay for any repairs. It is solely Your duty to remove all sensitive or confidential data stored within the Equipment prior to returning it. You will pay all shipping expenses for the return of the Equipment to Us, to a location in the United States that We designate. We may charge You a restocking fee equal to two (2) lease payments. You agree that You will not take the Equipment out of service and have a third party pay or provide funds to pay the amounts due on this Lease. 4. ASSIGNMENT. You agree not to sell, assign or sublease either the Equipment or any right under this Lease without Our prior written consent. We may sell or assign the Lease without notice and the new owner will not be subject to any claims, defenses or setoffs that You may have. 5. TAXES AND FEES. You will pay all excise, sales and use, personal property and all other taxes and charges which may be imposed during the term of this Lease, arising from the use, acquisition, ownership or leasing of the Equipment, whether due before or after termination of the Lease. You will reimburse Us for all administrative costs associated with the preparation, filing, payment, and other costs necessary to properly administer taxes associated with the Equipment. Where required by law, We will file the personal property tax retums with respect to the Equipment, and You shall pay Us in advance, and when We require, the taxes that We anticipate will be due during the year. You further agree to pay Us a documentation fee to cover Our expenses in processing this Agreement. 6. INSURANCE. You will maintain at Your expense (a) property insurance against the loss, theft or destruction of, or damage to, the Equipment for its full replacement value, naming Us as loss payee, and (b) public liability and third party property insurance, naming Us as an additional insured, and give Us written proof of Your insurance. We reserve the right to reject Your insurance carrier. IF YOU DO NOT GIVE US EVIDENCE OF INSURANCE ACCEPTABLE TO US, WE HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO OBTAIN INSURANCE COVERING OUR INTERESTS FOR THE TERM OF THIS LEASE, INCLUDING ANY RENEWAL OR EXTENSIONS. WE MAY ADD THE COSTS OF ACQUIRING AND MAINTAINING SUCH INSURANCE, AND OUR FEES FOR OUR SERVICES IN PLACING AND MAINTAINING SUCH INSURANCE EVERBANK COMMERCIAL FINANCE, INC. Lessor X Authorized Signature Date Print Name and Title (COLLECTIVELY, "INSURANCE CHARGE"), ON WHICH WE MAY EARN A PROFIT, TO THE AMOUNTS DUE FROM YOU UNDER THIS LEASE. Such insurance may duplicate coverage provided under Your existing policy. You will pay the Insurance Charge in equal installments allocated to the remaining Lease Payments. You acknowledge that We are not required to secure or maintain any insurance, and We will not be liable to You if We terminate any insurance coverage that We arrange. 7. PURCHASE OPTION; AUTOMATIC RENEWAL. If no default exists under this Lease, You will have the option at the end of the initial or any renewal tem.' to purchase all (but not less than all) of the Equipment at the Purchase Option price shown above, plus any applicable taxes. Unless the Purchase Option price is $1.00, You must give Us at least 90 days written notice before the end of the initial lease term that You will purchase the Equipment or that You Will return the Equipment to Us. If You do not give Us such written notice or if You do not purchase or deliver the Equipment in accordance with the terms and conditions of this Lease, this Lease will automatically renew for an additional 12-month period, and then on a monthly basis until You exercise a purchase option or deliver the Equipment to Us. 8. DEFAULT AND REMEDIES. You shall be in default under this Lease if (a) You fail to make any Lease payment or other payment within 10 days of its due date, (b) You do not perform any of Your other obligations under this Lease and this failure continues for 10 days, (c) You become insolvent. If a default occurs, We may do one or more of the following: (a) terminate the Lease, (b) require that You immediately pay to Us the balance of unpaid Lease payments plus the present value of the Equipment's anticipated residual value discounted at 3 % per annum plus any other amounts due under this Lease, (c) demand that You return the Equipment to Us, and (d) exerdse any other legal right or remedy that We may have. If any Lease Payment is not paid to Us within 3 days of its due date, You will owe Us a late charge not to exceed the greater of 10% of each late payment or $20.00 (or such lesser amount as is the maximum allowable under applicable law.) You will pay all of Our costs and reasonable attorney's fees of enforcing Our rights against You . 9. OWNERSHIP; UCC. Unless you have a $1.00 purchase option, We are the owner of the Equipment and the Lease is a 'finance lease" as defined in Article 2A of the UCC; however, in the event it is deemed to be a lease intended for security, You hereby grant to Us a first priority security interest in the Equipment. 10. INDEMNIFICATION. You are responsible for any losses, damages, penalties, claims, suits and actions, including attorneys' fees caused by or related to (a) the installation, ownership, use, rental, or possession of the Equipment or (b) any data You store within the Equipment. 11. TRANSITION BILLING. In order to facilitate an orderly transaction, including installation and training and to provide a uniform billing cycle, the "Effective Date" of this Agreement will be the twentieth (20`h) day of the month following installation. You agree to pay a prorated amount for the period between the installation date and the Effective Date. This payment for the transition period will be based on the Lease Payment prorated on a 30-day calendar month and will be added to your first invoice. 12. MISCELLANEOUS. This is the entire agreement between the parties and supersedes all prior agreements, whether oral or written, conceming the subject matter hereof. THE EQUIPMENT WILL BE USED ONLY FOR BUSINESS PURPOSES. YOU CONFIRM THAT YOU DECIDED TO ENTER INTO THIS LEASE RATHER THAN PURCHASE THE EQUIPMENT. YOU AUTHORIZE US TO CORRECT OBVIOUS ERRORS OR SUPPLY MISSING INFORMATION IN THIS LEASE WITHOUT NOTICE TO YOU. YOU AGREE THAT THIS LEASE WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY. YOU CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN NEW JERSEY. IF A SIGNED COPY OF THIS AGREEMENT IS DELIVERED TO US, IT WILL BE BINDING ON YOU; HOWEVER, WE WILL NOT BE BOUND BY THIS AGREEMENT UNTIL WE ACCEPT IT BY MANUALLY SIGNING IT OR BY PURCHASING THE EQUIPMENT SUBJECT TO THE AGREEMENT, WHICHEVER OCCURS FIRST. YOU AND WE EXPRESSLY WAIVE ANY RIGHTS TO A TRIAL BY JURY. Date /i5 ACCEPTANCE OF DELIVERY You certify that all the Equipment listed above has been furnished to You, and that delivery and installation has been fully completed and satisfactory and theref ou accept the Equipment. Further, all terms and conditions of the Lease have been reviewed and agreed to by You. Upon Your signing below, Your promises herein will be irrevocable and unconditional. We have purchased the Equipment from the above Supplier, whom You may contact for Your warranty rights, which We transfer to You for the term of the Agreement. We are not the manufacturer, supplier or dealer of the Equipment. X Authorized Signature Date Print Name and Title 1St- el a, Oe1nk--L5 Electronic Business Machines Company - Lease Agreement - 1P 12R TB20 V14 07012012 co? AMENDMENT TO LEASE AGREEMENT Please fax completed and signed to 1-866-329-8795 Questions or need assistance? Call 1-866-550-8795 EverBank COMMERCIAL FINANCE' RE: LEASE AGREEMENT NUMBER: 41729357 BY AND BETWEEN LESSEE: THE CITY OF TUKWILA LESSOR: EVERBANK COMMERCIAL FINANCE, INC. The above referenced Lease Agreement (the "Agreement") is hereby amended as follows: Section 12. MISCELLANEOUS: In this section, the words "NEW JERSEY" are hereby deleted and replaced with "WASHINGTON." All other terms and conditions in the Agreement shall remain in full force and effect. EVERBANK COMMERCIAL FINANCE, INC. LESSOR X THE CITY OF TUKWILA LESS, X Authorized Signature AutPrfrizecVSin Mike Marcum / Technology Operations Supervisor Print Name and Title Print Name and Title Date Date Amendment to Agreement — Universal ECF V1 06032013 ADDENDUM TO LEASE°RENTAK-OR OTHER FINANCE AGREEMENT Please fax completed d signedAddendum to1�66-329-8795 Questions or need assistance? Call 1-866-550-8795 AGREEMENT NUMBER: 41729357 LESSEE/CUSTOROERNAME: City ofTukwila LESSEE/CUSTOMER ADDRESS: 6200 Southcenter Blvd. Tukwila, WA 98188 This Addendum supplements the provisions of the Value Lease Agreement identified above ("Agreement"). You and We make this Addendum an inbagun| part of the Agreement. Capitalized bymna used in this Addendum that are not defined will have the meanings specified in the Agreement. If there is any conflict between the Agreement and this Addendum, then this Addendum will control and prevail. 1. Funding Intent. You reasonably believe that sufficient funds can be obtained to make all Lease or Rental Payments and other payments during the term ofthis Agreement. You affirm that funds hopay Lease or Rental Payments and other payments under this Agreement are available for Your current fiscal year. You and We agree that Your obligation to make Lease or Rental Payments under this Agreement will be Your current expense and will not be interpreted to be a debt in violation of applicable law or constitutional limitations or requirements. Nothing contained inthis Agreement will be interpreted osapledge ofYour general tax revenues, funds ormoneys. 2. Use ofEquipment. The Equipment will be operated and controlled by You and will be used for essential government purposes and will beessential for the term ofthis Agreement. 3. Signatures. You warrant You have taken the necessary steps; including any legal bid requirements under applicable law to arrange for acquisition of the Equipment; the approval and execution has been in accordance with all applicable open meeting laws; and that o resolution of Your governing body authorizing execution of the Agreement has been duly adopted and remains infull force and effect. 4. Non -Appropriation mfFunds. If sufficient funds are not appropriated and budgeted by Your governing body in any fiscal year for Lease or Rental Payments or other payments due under this Agreement, this Agreement will terminate as of the last day of Your fiscal year for which funds for Lease or Rental Payments are available. You will give Uewritten notice within fifteen (15) days ofthe occurrence nfsuch non-appnopriation. Such termination iowithout any expense orpenalty, except for the portions of the Lease o/ Rental Payments and those expenses associated with Your return of the Equipment in accordance with Section 3 of this Agreement for which funds have been budgeted and appropriated or are otherwise legally available. You agree that, to the extent permitted by law, (x) You will not terminate this Agreement if any funds are appropriated by You or to You for the acquisition or use of equipment or services performing similar functions to the Equipment during Your fiscal year in which such termination would occur and (y) You will not spend or commit funds for the acquisition or use ofequipment orservices performing functions similar tothe Equipment until the fiscal year following the fiscal year for which funds were first not available for the Lease orRental Payments. All other terms and conditions of the Agreement shall remain in full force and effect. City of Tukwila Lessor/Owner X Authorized Signature Mthorized 3fg—nature Mike Marcum Technology Operations Supervisor Print Name and Title Print Name an I le Addendum mAgreement muw|Universal rLvao1n120Uu ADDENDUM TO LEASE AGREEMENT 4-1 17 29 S 7 Please fax this si ned Addendum to 1-866-329-8795 Lessee Name and Address: Citv of Tukwila 6200 Southcenter Blvd., Tukwila, WA 98188 This Addendum is made part of the Lease Agreements ("Lease") between EverBank Commercial Finance, Inc. ("We" "Us" and "Our") and City of Tukwila ("You" and "Your"). Capitalized terms used but not defined herein are stated them in the Lease. We agree to permit You to fulfill Your obligations with respect to property insurance covering the Equipment via self-insurance for so long as no material adverse change in Your financial condition occurs after the date hereof and provided that You are not otherwise in default of Your obligations to Us under the Lease. You agree that such insurance will be maintained in the same manner and for the same amounts as Your insurance against such risks with respect to equipment You own and that such self-insurance is consistent with prudent business practices for insuring such risks. If You cease to be self -insured, You agree to inform Us promptly and to immediately obtain property insurance on the Equipment in accordance with Section 6 of the Lease. You will furnish Us with evidence of such insurance upon Our request and You agree that nothing herein will be deemed to relieve You of Your obligation to maintain public liability and third party property insurance naming Us as an additional insured. This Addendum supplements and amends the Lease only to the extent and in the manner set forth, and in all other respects, the Lease will remain in full force and effect. If You transmit this Addendum to Us by fax, the fax version of this Addendum as received by Us will be binding on You as if it were manually signed by You. However, no fax version of this Addendum will become effective and binding against Us unless and until it is signed by Us. We may in Our sole discretion require You to deliver to Us a copy of this Addendum with Your original signature. You agree that the version of this Addendum manually signed by Us shall constitute the original of this Addendum for all purposes. EVERBANK COMMERCIAL. FINANCE, INC. By: Name: Title: CITY OF T_UKWICA"› Name: C - Title: c'c't (L."— �L Cr Date: Date: Addendum to Lease Agreement • Self Insurance Letter V3 0102012