Loading...
HomeMy WebLinkAbout22-118 - Electronic Business Machines - Copier RefinanceLease Supplement APPLICATION NO. 22-118 Council Approval 9/12/22 EASE AGREEMENT NO 107152 SUPPLEMENT NO, CUSTOMER INEORMA TION FULL LEGAL NAME City of Tukwila crry Tukwila STREET ADDRESS 6300 Southcenter Blvd STATE WA ZIP PHONE 98188 206-433-1800 FAX BILLING NAME (IF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS CITY STATE ZIP DBA EQUIPMENT ADDED MAKE/MODEL/ACCESSORIES i. Please see attached schedule A SERIAL NO 2. 3. 4 5 6 7. 8. Ea See the attached Schedule A EQUIPMENT DPI FTP!) MAKE/MODEUACCESSORIES 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 andtor 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. PAYMENT SCHEDU Monthly Payment' $ 2,973 53 *plus applicable taxes TERMS AND CONVII IONS 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 agrearnent. 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 arid 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 warrant/ 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 01 00 Equipment from the Suppler Is a sandman precedent to the effectiveness of this Supplement. Print Name: Allan Ekberg Signature, Y Customer (as referenced above) Date of Delivery: CUSI °MLR ACCEPTANCE This Is a Supplement to the Agreement identified above between Lessor and Customer, all the terms and conditions of which are in agrees to lease from Lessor the Equipment described above By signing below, you certify that you re((Iewpdand Equipment and terms of this Supplement are in addition lo the Equipment and terms staled In the Ag Print Name Allan Ekberg Customer (as referenced above): orated herein, Upon the execution 01 8,15 Supperserit. Customer hereby a and conditions of the Agreement ana this Supplement. The Lessor: Electronic Business Machines Company 29347 n ads Dated Ck— 25eS^ Rev. 07/03/2013 Agreement Number: Lessee/Customer: City of Tukwila This Schedule A is a part of the above -referenced Agreement between Lessee/Customer and Lessor/Owner. Quantity Make Madel Serial Number Location 1 Kyocera TASKALFA 3552CI VLQ6901666 PR Golf Maintenance PR015800-545001 1 Kyocera TASKALFA 8052C1 VA77200194 AS Clerks AS004300-545001 1 Kyocera TASKALFA 4052CI W2 74020-20 AS CS&E AS004201-545001 1 Kyocera TASKALFA 3552CI VLQ7403438 PW F&FS PW501650-545001 /PW013300-545001 1 Kyocera TASKALFA 6052CI W2D6Z01342 PW Admin PW013I00-545001 1 Kyocera TASKALFA 4052C1 W2M7401824 PR TCC Admin PR007100-545001 1 Kyocera TASKALFA 5052CI W2H7503838 Municipal Court MC009100-545001 1 Kyocera TASKALFA 4052C1 W2M7702552 AS HR AS004012-545001 1 Kyocera TASKALFA 4052C1 W2M7702724 DCD Back CD008100-545001 1 Kyocera TASKALFA 6052C[ W2D7601852 DCD Front C 8 1 00-54500 1 Kyocera TASKALFA 3552C1 VLQ7504061 PD MCU PD010210-545001 1 Canon IPF785 BAAS7190 AS CS&E AS 4201-545001 1 Kyocera TASKALFA 4052CI W2M7802830 PW Minkler PW013130-545001 1 Kyocera TASKALFA 6052C1 W2D8403520 PD Records PD010230-545001 1 Kyocera TASKALFA 8052C1 VA78700801 Finance FNOO5100-545001 1 Kyocera TASKALFA 5052C1 W2H8207319 PR TCC Back 111007200-545001 Lessee7C ii omer: eye _..Author City of Tukwila ZcS'„ Z.Z Lessor/Owner: Electronic Business Machine Allan Ekberg Autltorl7ed Sr a ' ;"141a Mayor Title ....,. Dave Sdilosser V.P. of Sales Authorized Si a ato Name Title ADDITIONAL TERMS AND coNDITIoNs 1. AGREEMENT. You want us to now provide you the equipment andlor software referenced herein, together with all replacements, parts, repairs additions and accessions incorporated therein Of attached thereto, ("Equipment') and you unconditionally agree to pay us the ,amounts payable under the terms of tills agreement ("Agreement') each period by the due date. This Agreement will begin on the date the Equipment is delivered to you or any later dale we des,ignale. V any amount payablo 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 tess. Any security deposit will be returned upon full performance. We may charge you a fee of op 10 $50.00 for filing, searching aridior kitting costs required under the Uniform Commercial Code (UCC) or other laws, V for any mason your check is returned for nonpayment, you w(II pay LliS 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 Os initial location without our consent. You agree that you will not 'lake 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 °potation of the Equipment, We will have the right, at any reasonable time, lo inspect the Equipment and any documents rtellating to its use, maintenance and repair. 4. SERVICES/SUPPLIES. If we have entered into a separate arrangornent with you for maintenance, service, supplies, etc. with respect to the Equipment, payments under this Agreement rnay 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 0 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 y01.11' 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. SOFTWARE1DATA, Except as provided in this paragraph, references to 'Equipment" include any software referenced above or in,slalled nn 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 Of the licensor under any Ircense 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 LIS OR THE MANUFACTURER FOR A STATEMENT OF THE WARRANTIES, IF ANY, THAT THE MANUFACTURER IS PROVIDING. WE ASSIGN TO YOU ANY WARRANTIES GIVEN TO 115. B. ASSIGNMENT. You may not sell, assign, or sublease the Equipment or this Agreement without 001 written consent. We may sell or assign this Agreement and our rights in the Equipment, in whole 00 10 part, to a third party without notice to you. You agree that if we do so, aur 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 he assertible against us or anyone else.. 9. LOSS OR DAMAGE. You are responsible for any damage, to or loss of the Equipment. NO SUCri 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, aro pay us Ole 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 cia,useid by our gross negligence or willful misconduct, you agree to rndernnify us and our assignee, if applicable, against any claims, losses, or damages, includ(ng attorney fees, in any way relating to the Equipment or data stored on 0. In no °ventwrit we be liablo for any consequential or Indirect damages. 10. INSURANCE. You agreelo maintain commercial general liability insurance acmptable to us and to include us as an additional insured on the policy. You also agree to: 1)0000 itis Equipment fully insured against loss at its replacement cost, with us named as lender's loss payee; and 2) provido proof of insurance satisfactory to us no later than 30 days folloWng he commenc.ement of this .Agreement, and thereafter upon our written request. If you fail to inaintain properly loss insurance satisfactory to us andlor 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 (0) 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, ,amourits, as we deem reasonable to protect our interests, If we secure insurance on the Equipment, we will not name you as an insured party, you( interests may not be fully protected, and you will reimburse us the premium which may he nigher than the premium you would pay Of you obtained insurance, and which may result' in to profit lo no through an investment in reinsurance. If you are current in all of your obligations under the Agreement at the time of loss, any iri00ta000 proceeds received relating to insurance we obtain pursuant to this subsection (A) will he applied, at our option, to repair or replace the Equipment, or to pay us the remaining payments due or to become due tinder 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 .0032 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 3 profit on tbis program. NOTHING IN THIS SECTION WILL RELIEVE YOU 00 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 10 1110 Equipment and this Agreement, including estimated final -year personal property lax. If tri ,pay any taxes or other expenses that you owe hereunder, you agree to reimburse us when we request and to pay us 0 processing fee for each expense or charge we pay on your behalf. Sales or use tax due upfrontwill be payable over the term with a finance charge. If this Agreement is doomed to bo a 'secured transaction, you hereby grant us a security Interest M the Equipment to seeure 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, Al the, ,end of the term 01 10 Agreement (of any renewal term) (the "End Date"), this Agreement will renew month to noath 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. Is Purchase Option 03 Indicated above and you are not in default on the End Date, you may purchase the Equipment from us "AS IS" for die Purchase Option pnce, Ilf 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 InctEnd Date without our consent. If WO consent, we may charge you, in addition to other amounts owed, an early termination fee equal '10 510 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 V you fail to perform in accordance with the covenants, terms and conditions of. this Agreement Of any other agreement with us or any 00 011 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, (0) there has been a material adverse change in your or any guarantor's hnancial, baseness 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, Poth discounted at 210 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 agree to pay all costs and exeenses (including reasonable attorney fees and repossession costs) we, incur in any dispute with you related to this Agreernient. 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 lawfui rate, Wel Will rofund such excess to you, which will be your sole remedy. 14. UCC. 10 we assign rights in this Agreemient for financing purposes, you agree that this Agreement, in rne hands of our assignee, is, or shall be treated CIS, Cl'Finance Lease" as that term is defined in Adiele 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 sectioncontrols over every other part of Ns Agreement and over all documents now or rater pertainMg lo he Agreement. We both intend to comply with all applicable laws, rn no event will we charge or collect any amounts in excess of those, allowed by applicable 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 ender applicable legal rirnit, 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 circumstance, any amount in excess of that allowed by law is charged or received, any such charge will be deemed limited by the amount legallly 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 OS relating i000r providing and your IJSO of the Equipment and supersedes any prior representations or agreements, including any purchase onJors. Amounts payable under this Agreement, including any estimated tax payments, may include a prof6 to es. Tile parkas agree [hal 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 Lade( the UCG, is the paper copy hereof bearing (1) the original or a copy of either your manual signature or an electronically applied indication of your intent to enter into this Agreement and (11) our original manual signature. You agree not to raiseas 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. Notwifirstandin,g anything to the contrary herein, we reserve the right to require you to sign this Agreement or any related documents hereto onanualty. If a court finds any provision of this Agreement unenforcea.ble, Inctremaining terms 01 1110 Agrecrirent shall remain in effect, You authorize us to either insert or correct the Agreement number, serial numbers, model numbers, beginning date, and signature date. Alt other modifications to the Agreement must be in writing signed by each party Within 30 days atter OW request you will deriver 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,002969-1JP02Mail(TLL0321 PAGE 2 OF 2 A1)11)1TIONAL TERN'S ADDENDUM TO LEASE AGItIEEMEN1' Lessor: Heetronic Business Machines 802 134 Street SW Ste 170 Everett, WA 98204 Lessee: City orl'ukwila Agreemen I Number: 107152 This Additional Terms Addendum is a part of the above -referenced Lease Agreeinent between Lessee and essor. The terms of this Addendum govern the rest of this Agreement to the extent of any inconsistencies, Adtittiorlal Terns 1. The Section of the Agreeineni labeled, as "Contract" is amended as follows: THIS AGREEMENT IS 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. ,essor has reviewed (his page and die rest of Ihis Agreement. Authorized Signature N Al Iwri zed Signatory Ni'inte Title e Lessee has reviewed this page .and the rest of this, A.greement. City ofTukwila Mike 114aKprot 8/31/21 Authorized Signature Date Mike Marcum Technical Operations Supervisor Authorized S.ignatory Name Title NON APPROPREATIM RIDER rails 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 m the Lea..se. Notwithstanding anything contained in the Lease to the contrary, 1.. I.„,essee presently intends to continue the Lease for .its entire termand to pay all rentals relating thereto and shall do all things lawthily within its power to obtain and maintain funds .from which the rentals and. all other payments owing thereunder may be inade. 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 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. .1lowever, .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 Equipm.ent in the performance of its essential .Ilinctions during the term of the Lea.se. 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 I...essor 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; (i i) no later than the last day of the, .fiscal year for which appropriations were made for the rentals due under the 11...,ease (the "Return Date"), Lessee shall return to .Lessor all, but not less than all, of the Equipment covered by the 1 ease, 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 paythe rentals beyond such fiscal year, provided, that I„,essee shall pay all rentals and other payments due under the I....ease 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 .montlior part thereof that Lessee :fails to return the Equipment as required herein.. 3. The Lease shall be deemed executory only to the extent of mollies 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 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 avai.lable for the purpose of the Lease. 4. I.,essee'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. Thc Lease and this Rider shall be .governed by the laws of the. state in which Lessee is located.. Any provisions of the 1.....,ease or this Rider found to be prohibited. by 1m shall be inelTective 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 th.e Lessee and Lessor and their respective successors and assigns. 8. Except as modified herein the Lease remains in full force and effect. IN WITNESS WEIEREOF, each .of the parties hereto has caused this Rider to be executed as of the 31st day of August, 2021 LESSEE By 11/like 11/lai-crot Tine Technical Operations Supervisor e FLECTROI BUSINEE19 M CHINES August 26th 2021 'co whom it may concern: In regards to our previous contracts with KCDA and AEPA, EMB agreed to pick up and del iver 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 fiBM, we will coordinate, the pickuip 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.. S;b4cfrely, Brian Landgren President