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HomeMy WebLinkAbout21-153 - Electronic Business Machines - Copier Lease Agreement: Emergency Operantions Center (EOC)[[CTRONI, LIONESS MF1GHIINUS Lease Supplement APPLICATION NO. 21-153 Council Approval N/A LEASE AGREEMENT NO. 107152-2 SUPPLEMENT NO. CUSTOMER INFORMATION FULL LEGAL NAME City of Tukwila STREET ADDRESS 6300 Southcenter Blvd CITY Tukwila STATE WA ZIP 98188 PHONE 206-433-1800 FAX BILLING NAME (IF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS CITY STATE ZIP DBA EQUIPMENT ADDED MAKE/MODEL/ACCESSORIES 1. Kyocera 4053ci EOC GL Code SERIAL NO. 2 3 4. 5. 6 7 8 0 See the attached Schedule A EQUIPMENT DELETED MAKE/MODEL/ACCESSORIES SERIAL NO. 2 3 4. 5. TERM For either option below, the start date will be set to be on the same day of the month as for the previous Lease Agreement and/or Supplement(s), unless Customer makes a request for a different start date. Mos. Termination date of this Supplement will coincide with the termination date set forth in the Lease Agreement and/or previous Supplement(s) (as applicable). Mos. Termination date will not be set to coincide with any other Lease Agreement or Supplement. 60 PAYMENT SCHEDULE Monthly Payment* $ $130.23 `plus applicable taxes TERMS AND CONDITIONS You have requested this Supplement to the Lease Agreement (or Supplement) as set forth above. You agree that the Payment on the Supplement is in addition to your original Agreement. Except for the specific provisions set forth above, the original terms and conditions set forth in the Lease Agreement and any personal guaranty(s) shall remain in full force and effect and are incorporated herein by reference. ACCEPTANCE OF DELIVERY You certify that all the Equipment listed above has been furnished, that delivery and installation has been fully completed and is satisfactory. Upon you signing below, your promises herein will be irrevocable and unconditional in all respects. You understand that we have purchased the Equipment from the Supplier, and you may contact 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: Customer (as referenced above): Date of Delivery: CUSTOMER ACCEPTANCE 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 and do agree to all terms and conditions of the Agreement and this Supplement. The Equipment and terms of this Supplement are in addition to the Equipment and terms stated in the Agreement ec,, ,aa a.. o« com Print Name: Mike Marcum Signature: X a„071,, �,,c1c725e,f1s0c0e1,a11,0 Customer (as referenced above): Title: Technical Operations Supervisor Dated: 10/07/2021 KLS LESSOR ACCEPTANCE Print Name: Brian Landgren Signature: (3)4_1€2 o ��,ycc(g4eyG Key: a6c1,afal.fftebbe.f2,111139a1,1 Lessor: Electronic Business Machines Company 29347 Dated: 10/07/2021 Rev. 07/03/2013 it ELECTRONIC BUSINESS MHCHINES 802 134th ST SW, Suite 170, Everett, WA 98204 Phone: 425-742-2244 Fax: 425-743-3117 Maintenance Agreement Sales Rep Glenn Frazier GL Code City of Tukwila City of Tukwila Address 15005 Tukwila International Blvd Address 6300 Southcenter Blvd Suite EOC Suite EOC City Tukwila City Tukwila State WA State WA Zip 98188 Zip 98188 Meter Contact Mike Marcum Contact Mike Marcum Meter Phone 206-454-7571 Phone 206-454-7571 Email 11111111111111111111111111111111111111 Mike.Marcum a,TukwilaWA. • ov Email Mike.Marcum s ,TukwilaWA. • ov Install Date Contract Length (months) 60 Item Base Rate Base Allowance Base Billed Overage Rate Overage Billed B&W 0.009 0 Monthly 0.009 Monthly Color .019 / .039 / .069 0 Monthly .019 / .039 / .069 Monthly Kyocera 4053ci By executing this agreement, I acknowledge that I have read and understand this agreement and I certify that I am authorized to execute this agreement on behalf of customer. Authorized signature acknowledges terms & conditions, expiration dates and meter readings. KLS 11111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111 6-1117,6 Key: 307b0.19,71.1,25a..1,0c0e1D9a11,0 j. 1 111.11111111111111111111.111.1111 11111111 1 1111111111 1111h 1111 1111 11111 1€2 oe u g4 Key: a,17barIa 35frtel,e.1.3f2,11 1139a1,1 Mike Marcum Authorized Signature Technical Operations Manager 10/07/2021 Manager's Signature Brian Landgren President 10/07/2021 Printed Name Title Date Printed Name Title Date ELECTRONIC BUSINESS MACHINES 802 134th ST SW. Suite 170. Everett. WA 98204 Phone: 425-742-2244 Fax: 425-743-3117 Sales Rep Glenn Frazier GL Code Customer Order 1111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111 City of Tukwila Address 15005 Tukwila International Blvd Address Suite EOC Suite City Tukwila City State WA State Zip 98188 Zip Phone 206-454-7571 Phone City of Tukwila 6300 Southcenter Blvd EOC Tukwila WA 98188 206-454-7571 Fax Fax Contact Mike Marcum Contact Mike Marcum Email Mike.Marcum s TukwilaWA. • ov Email Mike.Marcum s ,TukwilaWA. • ov 1 111111 FMV uuuuuuuup a uuuuuuuuu uuuupi V VVVVVVVVVVVVV VV imi uuuuum uuuum uuuuuuuuuuuuuuuuuuuuuuuuuiquum uuuuuuuuuuuuuuuuumuuuuuuuuuuuuuuuuuupppuuuuuuuiiuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuiiimiii 111111111111111111111111 60 1 1102VF2USO 1 1203RD2USO 1 1203R86US0 1 1203RC2USO 1 D11316T 1 1709ANOUNO 1 KB 1700U 1 1HZ0000950 Kyocera TASKa1fa 4053ci A3 Color MFP 4Oppm DF -7100 - 500 Sheet Internal Finisher DP -7110 - 270 Sheet Dual Scan Document Processor Dual 1,500 Sheet Paper Trays ESP Surge Protector 15 Amp Keyboard Tray Kit USB Keyboard 89 Key PinPoint 3 Scan $130.23 per month All pricing is in accordinance to Omnia State Contract number R191102 Delivery Date Delivery Time Subtotal Sales Tax Amount Due $130.23 er month $130.23 per month Customer acknowledges by its signature that it has read and understands it and that it constitutes the entire agreement, understandings, and representations, express or implied, between customer and Electronic Business Machines, with respect to hardware, supply, media, or documentation furnished or to be furnished hereunder and that this agreement supersedes all prior communications between the parties including all oral or written proposals. By executing this agreement, I acknowledge that I have read and understand this agreement and certify that I am authorized to execute this agreement on behalf of customer. In the case of this being a demo. You are allotted 1,000 B&W and 1,000 Color copies. Overages will be charged at .03 for B&W and .15 for color KLS 11111111111 110 unto 11111111111 Om Mike M I-crcke I mII ° oil m uu a om uuluum m Vi ui uu i uuu iiBmVliruuuuuuuuuu ui"oiu mum m' u' a .r 1€2 oe cg4 Key: a6c1,afal.fftebbe.f2,1111.abfl Authorized Signature Mike Marcum Technical Operations Manager 9/28/2021 Brian Landgren Manager's Signature President 10/07/2021 Printed Name Tide Date Printed Name Tide Date Electronic Business Machines Maintenance Agreement Terms and Conditions Definitions —The following terms are defined for purposes of the Equipment Maintenance Agreement. 1) Agreement — This Sales/Maintenance Contract. 2) Customer — the person who is the purchaser, owner or party in possession of Equipment. 3) Electronic Business Machines, Inc - EBM. 4) Consumable — any item which is consumed in the process of making copies or prints in Equipment, for example: toner, developer, etc. 5) Equipment—Copier, Facsimile, Printer, FP Products, Scanner and options specified on page 1 for this Agreement. 6) Effective Date — the date which this Agreement is accepted and EBM will begin maintenance coverage. This date is indicated on page 1 of this Agreement. 7) Part — any assembly, component or device contained in Equipment which does not have predetermined life expectancy and which is not ordinarily replaced on a prearranged schedule, for example; switch, seal, electronic components, etc. 8) Supply — any items used in the Equipment, which has a predetermined life expectancy and is ordinarily replaced on a prearranged schedule, for example; master, drums POC heat roller, etc. 9) EBM Officer — An EBM officer is the CEO, President, VP of Sales or Director of Service. 10) All Inclusive Agreement - Includes Parts, Labor and Consmnables, excludes paper and staples (State Contract Includes Staples). Equipment Purchase Terns and Conditions - 1) Customer understands that EBM is not bound by any written or oral representations made by its salespeople that are not reflected on the face of this Agreement. 2) This Agreement is effective and binding only when read and signed offby an EBM Officer. 3) Customer assumes all responsibility ifequipment is not operated under manufacturer specifications. 4) If this document is used in conjunction with a leased piece(s) of equipment; the leasing company is not bound to service the equipment, but EBM is. 5) Payment of this agreement is acceptance of all teens and conditions. 6) In the case of an MPS program any device that uses like toner to a device crnrently on the program shall be automatically added to the MPS program. 7) Customer agrees to allow EBM to install unageWARE Remote, KFS or FM Audit that will report; ureters, service concerns or supply warnings back to EBM. If the Customer denies this service a $5 service fee will be added per month to recover ureters manually. 8) FP Equipment maintenance is inclusive of parts and labor, but excludes supply items like ink, sealing solution and labels. 9) Additional terns and conditions and exclusions are printed below. EBM's Responsibility—During the terns of this Agreement, EBM will: 1) Provide maintenance, cleaning and lubrication oftlre Equipment as reasonably requested by Customer, during our regularly scheduled business hours (8:00 a.m. to 5:00 p.m. Monday— Friday PST). 2) Replace parts which have failed through normal use and which are necessary for proper operation or maintenance of this Equipment. Includes labor provided this is an All Inclusive Agreement Customer's Responsibility — During the terns of this Agreement, the Customer will: 1) Promptly notify EBM service department of any problems or malfunctions with the Equipment and cease usage if so advised by EBM until corrections are made. 2) Provide suitable personnel for special key operator training in order to promote better equipment performance and inform EBM when a new key operator is appointed. 3) Provide electrical service, working areas and environmental conditions suitable for normal operations of Equipment as specified by equipment manufacturer. 4) Provide access to EBM personnel to clean, inspect, service, repair or make alterations to Equipment at any time during EBM's normal business hours. 5) Provide EBM with true and accurate ureter readings as requested. If such ureter readings are not received within 3 days, we may estimate the nronber of images used. Adjustments for estimated clrarges for additional images will be made upon receipt of actual meter readings. 6) Use only those Parts, Supplies and Consumables provided or approved by EBM. 7) Approval shall be based upon generally accepted industry and manufacturer's standards. 8) Inform EBM of any change in business location and assume responsibility for damage incurred as a result of changing the location of the Equipment. 9) Pay all invoices within 20 days of issuance. 10) The Customer shall pay all attorneys' fees incurred by EBM to collect any sum due hereunder and to enforce any of its rights under this Agreement. 11) Non-payment of invoices may result in EBM's withholding services under this contract. 12) Pay any applicable tax now or hereafter assessed, levied, or imposed by any federal, state or local authority. 13) The Customer may be required to provide a dedicated electrical circuit for the equipment under contract if electricity has been found to be a problem by EBM or a licensed Electrician chosen by EBM. 14) I understand all ureter counts are based on 8.5 x 11 single sided images unless otherwise noted. Term and Rate — 1) The teen oftlre Agreement shall be for the length of 12 months. In the case of a cost per copy lease; the agreement will automatically renew for consecutive 12 nrontlr periods to the end oftlre lease. 2) This Agreement shall automatically be extended for successive one (1) year periods and/or conditions set forth on the front oftlris Agreement, unless the customer gives at least thirty (30) days written notice prior to the renewal date with intent to terminate. 3) If the contract is cancelled by EBM or the Customer, EBM may pick up any spare toners unused by the Customer. 4) EBM may increase the rate up to 10% on or near the annual anniversary date of this Agreement. 5) Billing after annual anniversary will reflect change in rate, and payment of invoice shall be considered acceptance of the new contract rates. 6) No refimds will be given if the Agreement is voided due to the limitations stated below, misuse, non-use of Equipment, or non-payment. 7) Payment of maintenance is due in advance of the coverage period. If customer does not pay, EBM may refuse to continue service or firmish service on a C.O.D. "per call" basis. 9) Maintenance contracts are subject to applicable sales tax. Additional Charges —Below are clrarges for which the Customer will be responsible: 1) If at any time there is a break in coverage of over thirty (30) days, an inspection fee and service call clrarges, if applicable, will be charged before equipment can be re-established under an Agreement. 2) A written estimate of the service call charges will be given to the Customer before any work is performed. 3) Moving Equipment to a new location will be billed at EBM's prevailing service rates. 4) Repairs to Equipment caused by misuse, environmental issues, or a delivery move not handled by EBM, electrical issues or due to abnormal usage will be billed at EBM's stated price for parts and prevailing service rates. Limitations — This Agreement shall not apply to: 1) Servicing Equipment located in an unsafe or lrazardous enviromnent, as determined by EBM. 2) Painting or refinishing Equipment or furnishing materials for suclr propose. 3) EBM shall not be responsible for parts and/or labor on Equipment, which has been operated above the manufacturer's stated usage ratings for copies/prints per cycle. 4) Electrical work external to Equipment. 5) Repairs necessitated by atmospheric conditions not suitable for normal office work, repairs due to deviations in electrical power supply due to ungrounded or unshielded electrical outlets, acts of God, water damage, neglect, theft, vandalism, fire or proving Equipment, unless proved by EBM personnel. 6) Repairs necessitated by the servicing oftlre Equipment by any person not authorized by EBM to provide service. 7) Repairs necessitated by the use of non -approved Supplies or Consmnables. 8) Repairs necessitated by the unproper performance of operators whether or not suclr operators were trained by EBM. 9) Servicing Equipment that is proved outside the geographic area covered by EBM. 10) If a customer chooses not to purchase supplies from EBM, the customer's maintenance agreement can be terminated by an EBM Officer at anytime throughout the contract. 11) If a customer exceeds manufacturer toner/parts yield by more than 10% on B&W or Color usage due to operating the machine outside of manufacturer specifications, the customer can be charged at EBM's discretion for any and all toner/parts used above suggested consumption yield. 12) IT support is not included in this maintenance contract. 13) If after we connect your system to your network, issues arise, tlrey will be examined on a case by case basis. If this issue is caused by your network it will result in a billable network call at prevailing IT rates. 14) By signing this docronent Customer releases EBM from any problems created by installing any/all drivers associated with this equipment on the customer's network. 15) Labels, transparencies, paper or other consumable items not marked specifically for copiers is lrazardous to the Treating element and could potentially cause damage not covered under the maintenance agreement. 16) Customer errors will be handled on a case by case basis and may result in a charge if the solution is in a manual or the customer was found to have done something wrong. 17) Failure to register correct paper types in the equipment that cause damage will not be covered in this agreement. 18) Watch your copy jobs closely, because EBM doesn't reimburse for bad copies made. 19) Firmware upgrades, repairs, service/network labor due to a malfunctioning unagePASS unit or maintenance for unagePASS units will not be covered unless stated on the front oftlre agreement. 20) Incorrect installation of toner could result in damage to the copier not covered under this agreement. Exceptions- 1) This Agreement does not include coverage of third party software support or cabling issues not listed unless mutually agreed upon in writing by Customer and EBM. 2) EBM is not responsible for any software licensing issue. 3) Performance ofnonnal operator functions, system(s) backups, virus scans and network security are the responsibility oftlre Customer. DISCLAIMER — EBM EXPRESSLY DISCLAIMS ANY DUTY AS AN INSURER OF THE EQUIPMENT AND MAKES NO WARRANTIES WHATSOEVER UNDER THIS AGREEMENT CONCERNING THE EQUIPMENT'S PERFORMANCE INCLUDING WARRANTIES OF MECHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EBM will not be liable for monetary damages of any kind, direct, indirect or consequential for any loss by the Customer as a result oftlre Agreement, even if EBM has been advised oftlre possibility of such damages. For Equipment Maintenance Agreement, EBM will be responsible for providing only that service wlriclr is reasonable, normal and practical and only that service which is in accordance with the manufacturer's specifications and recommendations.Assignment —The Customer without the express written consent of EBM, which will not be unreasonably withheld, may not assign this Agreement. The Customer will assume fall responsibility to inform any proposed assignee oftlre price, rates, teens and conditions oftlris Agreement and oftlre results oftlre transfer of title, ownership, or possession oftlre Equipment. Entire Agreement — This Agreement contains the entire sales/service agreement between the parties and no persons are authorized to modify any of the terms and conditions contained herein. Any amendments made by customer will not be valid. Customer Initials MM KLS 111111111111111 111111 I������IIIIIIu 1 0000) q ADDITIONAL TERMS AND CONDITIONS 1. AGREEMENT. You want us to now provide you the equipment and/or software referenced herein, together with all replacements, parts, repairs, additions and accessions incorporated therein or attached thereto, ("Equipment") and you unconditionally agree to pay us the amounts payable under the terms of this agreement ("Agreement") each period by the due date. This Agreement will begin on the date the Equipment is delivered to you or any later date we designate. If any amount payable to us is past due, you will pay a late charge equal to: 1) the greater of ten (10) cents for each dollar overdue or twenty-six dollars ($26.00); or 2) the highest lawful charge, if less. Any security deposit will be returned upon full performance. We may charge you a fee 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 check charge of $30 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 will keep the Equipment in good working order, free and clear of all liens and claims, use it for business purposes only and not modify or move it from its initial location without our consent. 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 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 right, at any reasonable time, to inspect the Equipment and any documents relating to its use, maintenance and repair. 4. SERVICES/SUPPLIES. If we have 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 be invoiced as one payment for your convenience. You agree that you will look solely to us for performance under any such arrangement and for the delivery of any applicable supplies. 5. POSTAGE DEVICES. Postage measurement devices referenced herein which are subject to a rental agreement between you and an authorized manufacturer ("Postage Manufacturer"), are not part 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, the rental agreement. For your convenience, payments under this Agreement may include the rental amounts you owe the Postage Manufacturer under the rental agreement. 6. SOFTWARE/DATA. Except as provided in this paragraph, references to "Equipment" include any software referenced above or installed on the Equipment. We do not own the software and cannot transfer any interest in it to you. We are not responsible for the software or the 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 Equipment prior to its 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 ANY/ALL THIRD -PARTY 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 US. 8. ASSIGNMENT. You may not sell, 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 if we do so, our assignee will have our assigned rights under this Agreement but none of our obligations and will not be subject to any claim, defense, or set-off that may be assertable against us or anyone else. 9. LOSS OR DAMAGE. You are responsible for any damage to or loss of the Equipment. No such loss or damage will relieve you from your payment obligations hereunder. Any insurance proceeds received relating to insurance you obtain will be applied, at 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 at 2% per annum. Except for claims, losses, or damages caused by our gross negligence or willful misconduct, you agree to indemnify us and our assignee, if applicable, against any claims, losses, or damages, including attorney fees, in any way relating to the Equipment or data stored on it. 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 to: 1) keep the Equipment fully insured against loss at its replacement cost, with us named as lender's loss payee; and 2) provide proof of insurance satisfactory to us no later than 30 days following the commencement of this Agreement, and thereafter upon our written request. If you fail 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 obligation, to do so as provided in either (A) or (B) as follows, as determined in our discretion: (A) We may secure property loss insurance on the Equipment from a carrier of our choosing in such forms and amounts as we deem reasonable to protect our interests. If we secure insurance on the Equipment, we will not name you as an insured party, your interests may not be fully protected, and you will reimburse us the premium which may be higher than the premium you would pay if you obtained insurance, and which may result in a profit to us through an investment in reinsurance. 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 Equipment, or to pay us the remaining payments due or to become due under this Agreement, plus our booked residual, both discounted at 2% per annum. (B) We may charge you a monthly property damage surcharge of up to .0035 of the Equipment cost as a result of our credit risk administrative costs or other costs, as would be further described on a letter from us to you. We may make a profit on this program. NOTHING IN THIS SECTION WILL RELIEVE YOU OF YOUR RESPONSIBILITY FOR LIABILITY INSURANCE ON THE EQUIPMENT. You authorize us to sign on your behalf and appoint us as your attorney-in-fact to endorse in your name any insurance drafts or checks issued due to loss or damage to the Equipment. 11. TAXES. We own the Equipment. You will pay when due, either directly or by reimbursing us, all taxes and fees relating to the Equipment and this Agreement, including estimated final -year personal property tax. If we pay any taxes or other expenses that you owe hereunder, you agree to reimburse us when we request and to pay us a processing fee for each expense or charge we pay on your behalf. Sales or use tax due upfront will be payable over the term with a finance charge. If this Agreement is deemed to be a secured transaction, you hereby grant us a security interest in the Equipment to 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 the end of the term of this Agreement (or any renewal term) (the "End Date"), this Agreement will renew month to month unless a) we receive written notice from you, at least 60 days prior to the End Date, of your intent to return the Equipment, and b) you timely return the Equipment to the location designated 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 Option 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 off this Agreement or return the Equipment prior to the End Date 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. DEFAULT/REMEDIES. You will be in default if: (a) you do not pay any payment or other sum due to us or any other person when due or if you fail to perform in accordance with the covenants, terms and conditions of this Agreement or any other agreement with us or any of our affiliates or any material agreement with any other entity, (b) you make or have made any false statement or misrepresentation to us, (c) you or any guarantor dies, dissolves or terminates existence, (d) there has been a material adverse change in your or any guarantor's financial, business or operating condition, or (e) any guarantor defaults under any guaranty for this Agreement. If you are ever in default, at our option, we can terminate 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, both discounted at 2% per annum; and we may disable or repossess the Equipment, require you to stop using any software, and use all other legal remedies available to us. You agree to pay all costs and expenses (including reasonable attorney fees and repossession costs) we incur in any dispute with you related to this Agreement. You agree to pay us 1.5% 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 at a later time. If interest is charged or collected in excess of the maximum lawful rate, we will refund such excess to you, which will be your sole remedy. 14. UCC. If we assign rights in this Agreement for financing purposes, you agree that this Agreement, in the hands of our assignee, is, or shall be treated as, a "Finance Lease" as that term 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 both 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 for a charge higher than that allowable under applicable legal limit, is limited and modified by this section to limit the amounts chargeable under the Agreement to the maximum amount allowed under the legal limit. If in any ci rcumatance, any amount in excess of that allowed by law is charged or received, any such charge will be deemed limited by the amount legally allowed and any amount received by us in excess of that legally allowed will be applied by us to the payment of amounts legally owed under the Agreement, or refunded to you. 16. MISCELLANEOUS. This Agreement is the entire agreement between 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 parties agree that the original hereof for enforcement and perfection purposes, and the sole "record" constituting "chattel paper" under the UCC, is the paper copy hereof bearing (i) the original or a copy of either your manual signature or an electronically applied indication of your intent to enter into this Agreement, and (ii) our original manual signature. You agree not to 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 means 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 Agreement unenforceable, the remaining terms of this Agreement shall remain in effect. You authorize us to either insert or correct the Agreement number, serial numbers, model numbers, beginning date, and signature date. All other 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 tax returns) which we deem reasonably necessary to determine your current financial condition and faithful performance of the terms hereof. w.002969-UP02Mail(TL)_0321 PAGE 2 OF 2 ADDITLONAL TERMS ADDENDUM TO LEASE AGREEMENT Lessor: Electronic Business Machines 802 134 Street SW Ste 170 Everett, WA 98204 Lessee: 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. Additiona Terms 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. YOU 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. LS Lessor has reviewed this page and the rest of this Agreement. ��.Mike Lessee has reviewed this page and the rest of this Agreement. City of Tukwila K Marcm 8/31/21 Authorized Signature Date Authorized Signature Date 'NN'. --A 0:,,s-) y Mike Marcum Technical Operations Supervisor Authorized Signatory Name i.. Title Authorized Signatory Name Title LS 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, 1. Lessee presently intends to continue the Lease for its entire term and to pay all rentals relating thereto and shall do all things lawfully within its power to obtain and maintain funds from which the rentals and all other payments owing thereunder may be made. To the extent permitted 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 for such fiscal year sufficient to pay all rentals corning 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, Lessee 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. If Lessee'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, then: (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 Lease (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 terms 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 Lease, 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 Lease. 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 Lease 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 Ma-cWkt LE -By Title Technical Operations Supervisor Title O21 4 ti Brae IECTRONIC BUSINESS MHCHINES August 26th 2021 To whom it may concern: In regards to our previous contracts with KCDA and AEPA, EMB agreed to pick up and deliver expiring equipment back to the lease company at no cost to the City of Tukwila. Once the City of Tukwila has submitted a Letter of Intent and sent it to the lease company. The leasing company will send you the return instructions. Once these instructions are received and forwarded to EBM, we will coordinate the pick up and delivery of these assets at no additional charge to the City of Tukwila. This process will be the same as it pertains to any future equipment leases with the City of Tukwila. 111111111111111 %lllUllff11111111 „ rely, Brian Landgren President