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HomeMy WebLinkAbout21-136 - Electronic Business Machines - Copier Lease Agreement: PDKLS 0 qct M" EI'1 NIU R SNEORMA77ON FULL LEGAL NAME City of Tukwila Lease Supplement CITY STATE Tukwila WA APPLICATION NO. STREET ADDRESS 6300 Southcenter Blvd 21-136 Council Approval N/A LEASE AGREEMENT NO, 107152-2 SUPPLEMENT NO.. ZIP 98188 PHONE 206-433-1800 FAX BILLING NAME (IF DIFFERENT FROM ABOVE) BILLING STREET ADORESS CITY STATE ZIP DBA T ADDED MAKE/MODEL/ACCESSORIES 1, Kyocera 4053ci PD Patro GL Code SERIAL NO, 2 3, 4,. 5. :NT DEL MAKE/MODEL/ACCESSORIES 2, 3, 4, 0 See the attadhed du A SERIAL NO, For either opeon below, the start date will be set to be on the some day of the month as for the previous Lease Agreement and/or Supplement(s), unless Customer makes a request for o dlebnnf start date.. Moe, Termination dale of this Supplement will coincide with the termination dale set fbnh In the Lease Agreement and/or previous Supplement(s) (es applicable). Mos, Termination dale will not bo set to coincide with any other Lease Agreement or Supplement. Monthly Payment' $ 0.23 7ONDS7"SONS 'plus applicable taxes You Neve requested this Supplement to the Lease Agreement (or Supplement) as set forth above You agree that the Payment on Oa Supplement is in addition to your original Agreement. Except for the specific provisions set forth ebovo, the original terms end conditions set forth In the Lease Agreement anti any personal guarenty(e) shell remain In tun force end effect end ere incorporated herein by reference, ACCEPTAN You certify that all the Equipment listed above hes been fumished,that delivery end installation has been fully completed end la satisfactory. Upon you signing below, your promises herein will be Irrevocable end unconditlonel in all respects. You understand that we have purchased the Equipment from the Supplier, and you me), oonlact the Supplier for a full description of any warranty rights under the supply contract, which we hereby assign to you for the term of this Supplement (or until you default). Your approval as Indicated below of our purchase of the Equipment from the Supplier is a condition precedent to the effectiveness of this Supplement. Print Name: Signature: X Customer (as reteren Date of Delivery: CUSTOM ACCEPTAS This Is a Supplement to the Agreement Identified above between Lessor and Customer, all the terms and conditions of which are incorporated herein. Upon the execution of this Supplement, Customer hereby agrees to lease from Lessor the Equipment described above. By signing below, you certify that you have reviewed end do agree to all terms and conditions of the Agreement and this Supplement. The Equipment and teens of this Supplement are In eddlbon to the Equipment and terms staled In the Agreement. Signature: X Mike Mai-ctwr Pent Name: Mike Marcum Ti hn Custom need above): Dated: 8/31/21 Print Name: Lessor: Electronic Business Mac s Company Dated: 29347 Rev, 07/03/2013 ELECTRONIC BUSINESS MACHINES 802 134th ST SW, Suite 170, Everett., WA 98204 Phone: 425-742-2244 Fax: 425-743-31 I 7 Sales Rep Glenn Frazier GL CODE Customer Order vi 11 III 1101111•11 I $010010,11,1 1, I, II, III 'III 10 II I'll 111 h 1111 1 1 011,1'00 iv 1 10 1111,111111111 0 1 Ci of Tukwila Address 15005 Tukwila International Blvd Suite PD Patrol city Tukwila State WA Zip 98188 Phone (206) 433-1800 Fax Contact Mike Marcum Address Suite City Cit of Tukwila 15005 Tukwila International Blvd PD Patrol Tukwila State WA Zip 98188 Phone 206) 433-1800 Fax Contact Mike Marcum Email Mike:Marcum d fukwLlaWA, Lov Email Mike.Marcu ru k wil aW A, ov i1,0041,4611114100101§, 11 111 11,10111 111111111 INS,01101111,1114„0.iiiito 00pogloot 111 1111 1111 Ilti0114.‘1,1140$41 1111,11,1110,11, Lill 11 111,11114 1111111 1111 II iJ00$01'rkpol11 011 HI' 1, 60 130,23 FMV 111imo,(1410.1elt 01 11 uiiuiiu " '01,011111 1 11111 'I ,101 1,11 1kilit)HI— th10116,100 1111 111011'1‘,0i114 elil I 1102V1721JSO Kyocera TASKaIfa 4053ci A3 Color MEP 40ppm I 1203R86US0 DP -7110 - 270 Sheet Dual Scan Document Processor 1 1203RC2USO Dual 1,500 Sheet Paper Trays I D11316T ESP Surge Protector 15 Amp, I II -M.0000950 PinPoint 3 Scan 1 1709ANOIJNO Keyboard Tray Kit $130,23 per month 1 KB1700U USB Keyboard 89 Key 1 1203RD2USO DF -7100 - 500 Sheet Internal Finisher Thislease is based tipona 60 month FMV Lease EBM will ick u old machine and return it to the lease co vo 0 11 II 11 111,1 lolo I 1, II Dill, III 01 (.'filtioilitiliiiNoilkiiiiii)lottinowW081111 1111 1111 0,11111, loroloi III 01110 II' Delivery Date Delivery Time ,1111 iv, 1111 vi 11 1 11 III, II oh, 1111,100111,11, fihi)ei$00100#110siii0001A100111 1,111,01,111111 10, 1, 11111111111 III', H1111,1111 110111 I Subtotal $130.23 r month Sales Tax[ Amount Duel_ $130.23 per month Customer acknowledges by its signature that it: has read and itndersuitids it and that it constitutes the entire agreentent, understandings, and represetitaticals, express or iniplied, benvecti customer and Electronic Business Machines, with respect to hardware, supply, media, or documentation siraished or to be finnislied hereunder and that Ellis agreement supersedes all prior communications between the parties includingall oral or written proposals. By executing this agre.enteitt, I acknowledge that I have read and understand diia agreenien.tand certifythat 1 ani authorized to execute this agreement n belmIfofeustoinr, the case of this bein no, You are allotted I 000 R&W and 1 000 Color eoies, Overtcluaed nt 03 for ,15 for color. ""v"J11111111110111111,11111,011,1111,1111131111,"'"""-'-'"":' 1iiffer":11"r"ww"r111411011,1111110 11'111 II 01 iv 1 1;0,1 0 )0r11,80te Mike Marcaor Authorized Signature Mike Marcum Technical Operations Suoervlaor t /31 /2 02 1 \CF, Printed Name Title Date Printed Name es %p.n. Title Date 11, flll(frr1IlrHNH A ADC ITiONAL TERMS AND CONDITIONS 1, AGREEMENT, You want us to now provide you the equipment andlor sofiwace refereau rd herehr, ltgettter with all replacements, parts, repairs, additions and accessions incorpon led therein or attached thereto, ("Equtpmenll and you unconditionally agree to pay us the amounts payable under the terms of this agreorntae ("Agreement") each period by the due dale, This Agreement will begin on the date the Equipment Is delivered to you or any later dale we designate. If any amount payable to us Is past due, you will pay a lata charge equal ke 1) the greater of Ian (10) cents for each dollar overdue or twenty-six dollars ($26.00); or 2) the highest lawful charge, U less, My security deposit will be returned upon full performance. We may charge you a foe of up to $50.00 for filing, searching and/or titling costs required under the Uniform Commercial Code (UCC) or other laws. If for any reason your check Is returned for nonpayment, you will pay us a bad chock charge of 530 or, If less, the maximum charge allowed by law. 2. NET AGREEMENT, THIS AGREEMENT IS NON -CANCELABLE FOR THE ENTIRE AGREEMENT TERM. YOU AGREE THAT YOU ARE UNCONDITIONALLY OBLIGATED TO PAY ALL AMOUNTS DUE UNDER THIS AGREEMENT FOR THE ENTIRE TERM. YOU ARE NOT ENTITLED TO REDUCE OR SET-OFF AGAINST AMOUNTS DUE UNDER THIS AGREEMENT FOR ANY REASON, 3. EQUIPMENT USE, You wdl keep the Equipment In good working order, free and clear of ail liens and crakes, use it for business purposes only and not modify or move it from Its Initial location without our consent, You agree that yeu will iron take the Equipment out of service and have a third party pay (or provide funds to pay) the amounts due hereunder. You will comply with all laws, ordinances, regulations, requirements and rules relating to the use and operation of the Equipment. We will have the rlghl at any reasonable time, to inspect the Equipment and any documents relating to its use, maintenance and repair. 4, SERVICES/SUPPLIES. If we hove entered Into a separate arrangement with you for maintenance, service, supplies, etc, with respect to the Equipment, payments under this Agreement may Include amounts owed under that arrangement, which amounts may bo Invoiced as one payrnenl for your convenience, You agree that you w'lll look solely to us for + rforrnence under any such arrangement and for the delivery of any appl'reable supplies. 5, POSTAGE DEVICES" Postage measurement devices referenced herein whtah aro sub)ect to a rental agreement between you and an authorized manufacturer ("Postage Manufacturer"), are not pad of the Equipment and your use and the ownership of such devices will be governed exclusively by your rental agreement with the Postage Manufacturer, You will need to reference your rental agreement with the Postage Manufacturer for the term of, and your rights and obligations under, Iho rental agreement. For your convenience, payments under this Agreement may include the rental amounts you owe the Postage Manufacturer under the rental agreement. 6. SOFTWAREIDATA. Except as provided in this pwegreph, references to "Equipment" include any software referenced above or Installed en the Equipment, We do not own the software and cannel Transfer any Interest i 1 II to you, We are not responsible for the software or iho obligations of you or the licensor under any license agreement. You are solely responsible for protecting and removing any confidential data/Images stored on the Equip non! prior toils return for any reason, 7, LIMITATION OF WARRANTIES, EXCEPT TO THE EXTENT THAT WE HAVE PROVIDED YOU A WARRANTY IN WRITING, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU CHOSE ANYIALL THIRDWPARTY SERVICE PROVIDERS BASED ON YOUR JUDGMENT, YOU MAY CONTACT US OR THE MANUFACTURER FOR A STATEMENT OF THE WARRANTIES, IF ANY, THAT THE MANUFACTURER IS PROVIDING, WE ASSIGN TO YOU ANY WARRANTIES GIVEN TO U5 8. ASSIGNMENT, You may not WI, assign, or sublease the Equipment or this Agreement without our written consent We may sell or assign this Agreement and our rights In the Equipment, in whole or in part, to a third party without notice to you. You agree that it we do so, our assignee will have our assigned rights under this Agreement but none of our obligations and will not bo subject to any claim, defense, or setoff that may be aseertabte against ue or anyone else. 9, LOSS OR DAMAGE. You are responsible for any damage to or loss of the Equipment, No such Ione or damage will relieve you from your payment obllg.atlons hereunder, Any insurance proceeds received relating to Insurance you obtain will be eppled, al our option, to repair or replace the Equipment, or to pay us the remaining payments due or to become due under this Agreement, plus our booked residual, both discounted al 2% per annum, Except fa claims, losses, or damages caused by our gross negligence or willful misconduct, you agree to Indomnly us and our assignee, fl applicable, a 1 any dnlms, losses, or damages, including attorney boas, In any way relating to the Equlprnent or date stored on 11 In no event will we be liable for any consequential or Indirect damages. 10. INSURANCE. You agree to maintain commercial general liability Insurance acceptable to us and to Include us as an additional insured on the policy, You also agree la, 1) keep the Equipment fully Insured against loss at its replacement cost, with as named as lender's lean payee; and 2) provide proof of Insurance salisfaoloy to us ria later than 30 days following Ilia comnlereemenl of Ills Agreement, end thereafter upon our written request, 0 you fall to maintain property loss insurance satisfactory to us and/or you fail to timely provide proof of such Insurance, we have the option, but not the of ligalkm, to do so as provided In either (A) or (5) as follows, as determined in our discretion: (A) Wo may secure property loss Insurance on the Equlpmenl from a carrier of our choosing In such Ioans and am°tor 10 an era loam reasonable to protect our Interests, II we secure Insurance on rho 0 qulpment, we will not name you as an insured party, your interests may not be fully protected, and you will reimburse us rho Iaratniunr whidt may t o higher than the premium you would pay If you obtained Insurance, and which may mull In a profit to us through an Invesenent In rolnsurance. If you are current In all of your obligations under the Agreement at the time of loss, any insurance proceeds received relating to insurance we obtain pursuant to this subsection (A) will be applied, at our option, to repair or replace the Equlpmenl, nr 10 pay us the remaining payments clue or to become due under this Agreement, plus our booked residual, loth dhncotrntad at 2% per annum. (B) We may charge you a monthly property damage surcharge of up to .0035 of the Equipment peel as a result of our credit ask ndmlnintretive costs or other costs, as would be further described on a letter from us to you. We may mak° a profit on this program. NOTHING IN THIS SECTION WILL RELIEVE YOU OF YOUR RESPONSIBILITY FOR LIABILITY INSURANCE ON THE EQUIPMENT, You authorize ua to sign on your behalf and appoint its as your altorneyin-led to endorse In your name any Insurance drafts or chocks issued due to lose or damage to the Equipment. 11. TAXES, Wo own the Equipment You will pay when due, Dither directly or by reimbursing us, all taxes and foes relating to the Equipment and this Agreement, including estimated flnab year peraorral property lax. If we pay any taxes or other expanses that you owe hereunder, you agree lo reimburse us when we request and In pay us a processing Ise for each expense or charge we pay on your behalf, Sales or use tax due upfront will be payable over the temp with a finance charge. II this Agreement Is deemed to be a secured transaction, you hereby grant us a security Interest in the Equipment 10 secure all amounts you owe us under any agreement with us, to be released at the end of the term provided you have performed all of your obligations under this Agreement. 12. END OF TERM, At Iho end of the term of this Agreement (or any renewal teen) (the 'End Date"), this Agreement will renew month to month unless a) we receive written notice Iron you, at least 60 days prior to the End Dale, M your intent to return the Equipment, and b) you timely return the Equipment to the location deslgnoled by us, at your expense. If a Purchase Option Is indicated above and you are not in default on the End Date, you may purchase the Equipment from us "AS IS" for the Purchase Opllon price, If the returned Equipment Is not Immediately available for use by another without need of repair, you will reimburse us for all repair costs. You cannot pay olt this Agreement or return the Equipment prior to the End Dale without our consent. If we consent, we may charge you, In addition to other amounts owed, an early termination fee equal to 5% of the price of the Equipment 13, DEFAULTIREMEDIE$, You will be In default if; (a) you do not pay any payment or olher sum due to us or any other person when due or If you fail to perform in accordance with the cements, terms and condttons of this Agreement or any other agreement wllh us or any of our affiliates or any material agreement welt any other entity, (b) you make or have made any false slelemenl or misrepresentation to us, (c) you or any guarantor dies, dissolves or terminates existence, (d) there has been a materiel adverse change In your or any guarantors 9ntmdal, business or operating condition, or (e) any guarantor defaults under any guanmty for Ihls Agreement If poo are ever in default, al our option, we can terminale this Agreement and we may require that you return the Equipment to us at your expense and pay us; 1) all past due amounts and 2) all remaining payments for the unexpired term, plus our booked residual, bolt discounted al 2% per annum; and we may disable or repossess the Equipment, require you to slop using any software, and use all other legal remedies available to us. You $tree to pay all coals and expenses (Including reasonable attorney lees arta repossession costs) we incur In any dispute with you related to this Agreement. You agree to pay us 1.5Yn Interest per month on all past due amounts. Any delay or failure to enforce our rights under this Agreement will not prevent us from enforcing any rights ala later lime, If interest is charged or corrected In excess of the maximum lawful rate, we will refund such excess M you, which will be your sole remedy. 14, UCC, If we assign rights in this Agreement for financing purposes, you agree that Ihls Agreement, kr the hands of our assignee, Is, or shall be treated as, a "Finance Leasa" as that le rnr Is defined in Article 2A of the Uniform Commercial Code ('UCC'). You agree to forgo the rights and remedies provided under sections 507-522 of Article 2A of the UCC. 15. LIMITATION ON CHARGES, This section controls over every other part of this Agreement and over all documents now or later pertaining to the Agreement, We beth intend to comply with all applicable laws. In no event will we charge or collect any amounts in excess of those allowed by applicable law. Any part of this Agreement that could, but for this section, be read under any circumstance to allow fora charge higher Ihon that allowable under applicable legal limit, is limited and modilled by this section to limit the amounts chargeable under the Agreemenl le the maximum amount allowed under the legal heli. 11 In any circumstance, any amount In excess of that allowed by law is charged or received, any such charge alt be deemed limited by the amount legally allowed and any amount received by us In excess of Ihot legally allowed will be applied by us to the payment of amounts legally owed under the Agreement, orrefunded lo you. 16. MISCELLANEOUS, This Agreement is the entire agreement eetween you and us relating to our providing and your use of the Equipment and supersedes any prior representations or agreements, includi ng any purchase orders. Amounts payable under this Agreement, Including any estimated tax payments, may Include a profit to us. The parties agree that this Agreement and any related documents hereto may be authenticated by electronic means, The partes agree that the original hereof for enforcement and perfection purposes, and the sole "record" constiluling "chattel paper' under the. UCC, Is the paper copy hereof bearing (I) the original or a copy of ether your manual signature or an electronically applied Indication of your intent to enter info this Agreement, and (II) our odgkral manual signature. You agree not 10 raise as a defense to the enforcement of this Agreement or any related documents that you executed or authenticated such documents by electronic or digital moans or that you used facsimile or other electronic means to transmit your signature on such documents. Notwithstanding anything to the contrary herein, we reserve the right to require you to sign this Agreement or any related documents hereto manually. If a court finds any provision of this Agreenenl unenforceable, the remaining terms of this Agreement shall remain in effect. You authorize us to either insert or correct the Agreemonl number, serial numbers, model numbers, beginning date, and signature date. All otter modifications to the Agreement must be in writing signed by each party. Within 30 days after our request, you will deliver all requested information (including lax returns) which we deem reasonably necessary to determine your current financial condition and faithful performance of the terms hereof. w,002969-UPO2Mail(TL),_0321 PAGE 2 OF 2 ADYflONALTERMS AMIE, N D II M. TO ILI?, S E CAITIE MT:NT Lessor: Electronic Business Machines 802 134 Street SW Ste 170 Everett, WA 98204 1.,essee: City of Tukwila Agreement Number: 107152 This Additional Terms Addendum is a part of the above -referenced Lease Agreement between Lessee and Lessor, °The terms of this Addendum govern the rest of this Agreement to the extent of any inconsistencies. A (Id 1 tio ti s 1 TerPns , The Section of the Agreement labeled as -Contract" is amended as follows: THIS AGREEMENT 15 NON -CANCELABLE AND IRREVOCABLE. IT CANNOT BE TERMINATED, PLEASE READ CAREFULLY BEFORE SIGNING. VOL) AGREE THAT THIS AGREEMENT AND ANY CLAIM RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY THE STATE OF WASHINGTON AND ANY DISPUTE CONCERNING THIS AGREEMENT WILL BE ADJUDICATED IN A FEDERAL OR STATE COURT IN SUCH STATE. YOU HEREBY CONSENT TO PERSONAL JURISDICTION AND VENUE IN SUCH COURTS AND WAIVE TRANSFER OF VENUE. EACH PARTY WAIVES ANY RIGHT TO JURY TRIAL Lessor has reviewed this page and the rest of this Agreement. Authorized Signature _ Ack„r\ „ Authvized. Signatory Name Title Date Lessee has reviewed this page and the rest of this Agreement, City_of Tukwila Mike Marcptni 8/31/21 Authorized Signature Date Mike Marcum Technical Operations Supervisor Authorized Signatory Name Title KLS NON APPROPRIATION RIDER This Non -Appropriation Rider to the Lease Agreement Number 107152 dated as of 8-31, 2021 (the "Lease"), is by and between Electronic Business Machines as lessor and City of Tukwila, as lessee. Capitalized terms used herein without definition shall be defined as provided in the Lease. Notwithstanding anything contained in the Lease to the contrary, . Lessee presently intends to continue the Lease for its entire term and to pay all rentals relating thereto and shall do all things lawfullywithin its power to obtain and maintain funds •from which the rentals and all other payments owing thereunder may be made. To the extentpermitted by law, the person or entity in charge of preparing Lessee's budget will include in the budget request for each fiscal year during the term of the Lease the rentals to become due in such fiscal year, and will use all reasonable and lawful means available to secure the appropriation of money few such fiscal year sufficient to pay all rentals coming due therein. The parties acknowledge that appropriation for rentals is a governmental function which Lessee cannot contractually commit itself in advance to perform and the Lease does not constitute such a. commitment. However,L,essee reasonably believes that moneys in an amount sufficient to make all rentals can and will lawfully be appropriated and made available to permit Lessee's continued utilization of the Equipment in the performance of its essential .functions during the term of the Lease. 2. 1f1...essee's governing body fails to appropriate sufficient moneys in any fiscal year for rentals or other payments due under the Lease and if other funds are not available for such payments, then a "Non - Appropriation" shall be deemed to have occurred. If a 'Non -Appropriation occurs, there (i) Lessee shall give Lessor immediate notice of such Non -Appropriation and provide written evidence of such failure by Lessee's governing body at least sixty (60) days prior to the end of the then current fiscal year or if Non - Appropriation has not occurred by that date, immediately upon such Non -Appropriation; (ii) no later than the last day of the 'fiscal year for which appropriations were made for the rentals due under the 1...ease (the "Return Date"), Lessee shall return to Lessor all, but not less than all, of the Equipment covered by the Lease, at Lessee's sole expense, in accordance with the terns hereof; and. (iii) the Lease shall terminate on the Return Date without penalty or expense to Lessee and Lessee shall not be obligated to pay the rentals beyond such .fiscal year, provided, that Lessee shall pay all rentals and other payments due. under the Lease for which moneys shall have been appropriated or are otherwise available, provided further, that Lessee shall pay month-to-month rent at the rate set forth in the Lease for each month or part thereof that Lessee fails to return the Equipment as required herein. 3. The Lease shall be deemed executory only to the extent of monies appropriated and available for the purpose of the I„,ease, and no liability on account thereof shall be incurred by the Lessee beyond the amount of such monies. The Lease is not a general obligation of the Lessee. Neither the full faith and credit nor the taxing power of the Lessee are pledged to the payment of any amount due or to become due under the I...ease. It is understood that neither the Lease nor any representation by any public employee or officer creates any legal or moral obligation to appropriate or make monies available for the purpose of the Lease. 4. Lessee's obligation with respect to rent that becomes due upon exercise of Lessor's remedies with respect to an Event of Default shall be limited to such amount permitted under applicable law. 5. The Lease and this Rider shall be governed by the laws of the state in which Lessee is located. Any provisions of the Lease or this Rider found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease or this Rider. 6. This Rider may be executed in several counterparts and all of which shall constitute but One and the same instrument. 7. This Rider shall be binding upon and inure to the benefit of the Lessee and Lessor and their respective successors and assigns. 8. Except as modified herein the 1....ease remains in full force and effect.. IN WITNESS WHEREOF, each of the parties hereto has caused this Rider to be executed as of the 31st day of August, 2021 LESSEE By Mike Manake Title 'Ifechnical Operations Supervisor Title C/R114)R.S„"i'v,, ii( UJ Svu11'4111 SlIc'21 17() 1^'vi,,;11:11 ‘",' A 982()/ 47244 71)1)) 1)))) 45,74 )),3) 17 ECT NIC JJUSINESi MFIGFIINES August 26th 2021. To whom it may concern: In regards to our previous contracts with ICDA and A EPA, EMB agreed to pick up and deliver expiring equipment back to the lease company at no cost to the City of Tukwila. Once the C:ity of Tukwila has submitted a Letter of Intent and sent itto the lease company. The leasing company will send you the return instructions. Once these instructions are received and ..forwarded to F13 M, we will coordinate the pick up and delivery of these assets at no additional charge to the City of Tukwila. This process VVI 11 be the same as it pertains to any future equipment leases with the of Tukwila. 13rian 1.....andgren President