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HomeMy WebLinkAboutR-2007-047 Toshiba Copier Lease RESOLUTION NO. 2007-047 A RESOLUTION OF THE CITY OF DANIA BEACH, FLORIDA, APPROVING A FIVE YEAR AGREEMENT WITH TOSHIBA BUSINESS SOLUTIONS FOR THE LEASE OF A TOSHIBA E-STUDIO 850 COPIER IN THE AMOUNT OF $416.97 PER MONTH INCLUDING MAINTENANCE UNDER THE STATE OF FLORIDA CONTRACT NO. 600-340-06-01 WITHOUT COMPETITIVE BIDDING AND WITHOUT ADVERTISEMENT FOR BIDS; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Charter of the City of Dania Beach, Part III, Article 3, Section 4, Subsection 0), authorizes the City Manager to purchase supplies, services, equipment and materials for the city government in amounts in excess of$15,000.00 without competitive bidding and without advertisement for bids if he is authorized to do so in advance by a resolution adopted by the City Commission and if such purchases are made pursuant to a competitive bid obtained within the last twelve (12) months by other governmental agencies such as the federal government, state of Florida or a Florida county or municipality; and WHEREAS, the City Manager has determined that it is necessary to lease a copier for day to day City operations; and WHEREAS, the City Manager has determined that the Toshiba e-Studio 850 best meets the needs of the City and that it can be leased under the State of Florida Contract No. 600-340-06- 01 valid through May 22, 2009; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: Section 1. That the City Manager is authorized to execute an agreement between the City of Dania Beach and Toshiba Business Solutions,a copy of which agreement is attached as Exhibit "A". Section 2. That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. Section 3. That this Resolution shall be in force and take effect immediately upon its passage and adoption. PASSED AND ADOPTED on February 27, 2007. PATRICIA FLURY �- MAYOR-COMMISSIONER ATTEST: LOUISE STILSON, CMC CITY CLERK APPROVED AS MTOFOM AND CORRECTNESS: BY: ` ' THO AS Y. ANSBRO CITY ATTORNEY 2 RESOLUTION 92007-047 Municipal True Lease Agreement Lessor: TOSHIBA 1011 S.W. 30th Ave. Deerfield Beach, FL 33442 AGREEMENT NUMBER Phone:954.428.1300 BUSINESS SOLUTIONS Fax: 954.480.6713 This document is written in "Plain English". The words you and your refer to the customer. The words Lessor, we, us and our refer to Toshiba Business Solutions. Every attempt has been made to eliminate confusing language and create a simple, easy-to-read document. CUSTOMER • ' • FULL LEGAL NAME OF CUSTOMERrr STREET ADDRESS Cat b ' Db&)iA �v�4 ot� j �1�t_ CITY r� STATE ZIP PHONE FEDERAL TAX I.D.a geliL 33OU BILLING NAME(IF DIFFERENT FROtiI ABOVE) BILLING STREET ADDRESS CITY STATE ZIP EQUIPMENT LOCATION(IF DIFFERENT FROM ABOVE) QUANTITY ITEM DESCRIPTION I / NO. SERIAL • AMOUNTLEASE TERMS LEASE PAYMENT •• Term in Months Payments of$ � 7 7 Lease Payment Period is Monthly $ Received CJ (mos.) Unless Otherwise Indicated THIS IS A NONCANCELABLE / IRREVOCABLE LEASE, THIS LEASE CANNOT BE CANCELED OR TERMINATED. TERMS AND CONDITIONS(THIS AGREEMENT CONTAINS PROVISIONS SET FORTH ON THE REVERSE SIDE.ALL OF WHICH ARE MADE A PART OF THIS AGREEMENT) 1. ENTIRE AGREEMENT: This Lease constitutes the entire agreement between the parties regarding the Equipment,and there are no other representations,warranties,promises,guarantees or agreements,oral or written,expressed or implied between the parties hereto with respect to the Lease or the equipment. No modification or amendment hereof shall be binding upon the Lessor unless made in writing and executed on behalf of Lessor by its duly authorized officer or agent. 2. LESSEE COVENANTS: the Lessee covenants and warrants that(1)it has,in accordance with the requirements of law,fully budgeted and appropriated sufficient funds for the current budget year to make the rental payments scheduled to come due and to meet its other obligations under the Agreement and such funds have not been expended for other purposes;and (2) that there is no action,suit,proceeding or investigation pending,or threatened in any court or other tribunal or competent jurisdiction,state or federal or before any public board or body,which in any way would(a)restrain or enjoin the delivery of the Agreement or the ability of the Lessee to make its Base Rental Payments(as set out above);(b)contest or affect the authority for the execution or delivery of,or the validity of,the Agreement;or(c)contest the existence and powers of the Lessee;nor is there any basis for any such action,suit,proceeding or investigation;and (3) That the equipment will be operated and controlled by the Lessee and will be used for essential government purposes and will to be essential for the term of the Agreement. (4) Lessee has not previously terminated a lease for non-appropriation,except as specifically described in a letter appended hereto. 3. SIGNATURES: Each signor(two if monthly payment exceeds$1,200)warrants that he/she is fully conversant with the governing relevant legal and regulatory provisions and has full power and authorization to bind Lessee. Signor(s)for Lessee further warrant(s)its governing body has 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 a resolution of the governing body of Lessee authorizing execution of the Agreement has been duly adopted and remains in full force and effect. (CONTINUED ON BACK) LESSOR ACCEPTANCE fi At 77 B ram/ r DATED: LESSOR: Toshiba Business Solutions SIGNATUR DATEjD:: ♦ '� TIT Y DATED: CUSTOMER: SIGNATU E ^ TITLE Clt Manager SIGNATURE TITLE 1/ (Il ayment exceeds$1,200 two signatures are required per paragraph 3) 4. PURCHASE OPTION:After making all required payments,LESSEE may purchase the equipment for its Fair Market Value(FMV).At any other time,LESSEE may purchase the Equipment for the then applicable"Remaining Balance"plus residual. 5. NON APPROPRIATION: In the event Lessee is in default under the Rental because: 1. Funds are not appropriated for a fiscal period subsequent to the one in which the Rental was entered into which are sufficient to satisfy all of Lessee's obligations under the Rental during said fiscal period; 2. Such non-appropriation did not result from any act or failure to act of lessee; 3. Lessee has exhausted all funds legally available for all payment due under the Rental;and 4. There is no other legal procedure by which payment can be made to Lessor. Then,provided that(a)Lessee has given Lessor written notice of the occurrence of paragraph 1 above thirty(30)days prior to such occurrence;(b)Lessor has received a written opinion from Lessee's counsel verifying the same within ten(10)days thereafter;and(c)the Lessee does not directly or indirectly purchase,lease or in any way acquire any services or equipment supplied or provided for hereunder;upon receipt of the equipment delivered to a location designated by Lessor,at Lessee's expense,Lessor remedies for such default shall be to terminate the Lease at the end of the fiscal period during which notice is given;retain the advance rental payments,if any;and/or sell,dispose of,hold,use or lease the equipment as Lessor in its sole discretion may desire,without any duty to account to Lessee. 6.LEASE AGREEMENT: You agree to lease from us the personal property described under"ITEM DESCRIPTION"and as modified by supplements to this Master Agreement from time to time signed by you and us(such property and any upgrades,replacements,repairs and additions referred to as"Equipment")for business purposes only.You agree to all of the terms and conditions contained in this Agreement and any supplement,which together are a complete statement of our Agreement regarding the listed equipment("Agreement")and supersedes any purchase order or outstanding invoice. This Agreement may be modified only by written agreement and not by course of performance. You authorize us to insert in this Agreement serial numbers and other identification about the Equipment,as well as other omitted factual matters. This Agreement becomes valid upon execution by us and will begin on the rent commencement date shown and will continue from the first day of the following month for the number of consecutive months shown.The term will be extended automatically for successive 12 month terms unless you send us written notice you do not want it renewed at least thirty(30)days before the end of any term. Leases with$1.00 purchase options will not be renewed.THE BASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD,IF THE ACTUAL COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTIMATE PROVIDED TO LESSEE. If any provision of this Agreement is declared unenforceable in any jurisdiction,the other provisions herein shall remain in full force and effect in that jurisdiction and all others. 7.RENT: Rent will be payable in installments,each in the amount of the basic lease payment shown. You will pay the security deposit on the date you sign this Agreement. Subsequent installments will be payable on the first day of each rental payment period shown beginning after the first rental payment period. The rent payable for the month of rent commencement shall be prorated from the monthly rental amount set forth above. We will have the right to apply all sums,received from you,to any amounts due and owed to us under the terms of the this Agreement. In the event this Agreement is not fully completed,the security deposit will be retained by us to compensate us for our documentation,processing and other expenses. If for any reason,your check is returned for nonpayment,a$20.00 bad check charge will be assessed. 8. COMPUTER SOFTWARE: Not withstanding any other terms and conditions of the Agreement,you agree that as to software only:a)We have not had,do not have,nor will have any title to such software,b) You have executed or will execute a separate software license agreement and we are not a party to and have no responsibilities whatsoever in regards to such license agreement,c) You have selected such software and as per Agreement paragraph 10,WE MAKE NO WARRANTIES OF MERCHANTABILITY FOR FITNESS FOR USE AND TAKE ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE. 9. OWNERSHIP OF EQUIPMENT: We are the owner of the equipment and have sole title to the equipment(excluding software). You agree to keep the equipment free and clear of all liens and claims. 10. WARRANTY DISCLAIMER: WE MAKE NO WARRANTY EXPRESS OR IMPLIED,INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT IS MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY US. 11. LOCATION OF EQUIPMENT: You will keep and use the equipment only at your address shown above and you agree not to move it unless we agree to it. At the end of the Agreement's term,you will return the Equipment to a location we specify at your expense,in retail resaleable condition,full working order,and in complete repair. 12. LOSS OR DAMAGE: You are responsible for the risk of loss or for any destruction of or damage to the equipment. No such loss or damage relieves you from the payment obligations under this Agreement. You agree to promptly notify us in writing of any loss or damage and you will then pay to us the present value of the total of all unpaid lease payments for the full lease term plus the estimated fair market value of the Equipment at the end of the originally scheduled term,all discounted at six percent(6%) per year. Any proceeds of insurance will be paid to us and credited,at our option,against any loss or damage. 13. COLLATERAL PROTECTION AND INSURANCE: You agree to keep the equipment fully insured against loss with us as loss payee in an amount not less than replacement cost until this Agreement is terminated. You also agree to obtain a general public liability insurance policy from anyone who is acceptable to us and to include us as an insured on the policy. You agree to provide us certificates or other evidence of insurance acceptable to us,before this Agreement begins or,we will enroll you in our property damage insurance program and bill you a property damage surcharge as a result of our increased administrative costs and credit risk. As long as you are current at the time of the loss(excluding losses resulting from acts of God),the replacement value of the equipment will be applied against any loss or damage as per paragraph 12. You must be current to benefit from this program. NOTHING IN THIS PARAGRAPH WILL RELIEVE YOU OF YOUR RESPONSIBILITY FOR LIABILITY INSURANCE COVERAGE ON THIS EQUIPMENT. 14. INDEMNITY: We are not responsible for any loss or injuries caused by the installation or use of the equipment. You agree to hold us harmless and reimburse us for loss and to defend us against any claim for losses or injury caused by the Equipment. 15. FEES: You agree to pay us any filing fees prescribed by the Uniform Commercial Code or other law. 16.ASSIGNMENT: YOU HAVE NO RIGHT TO SELL,TRANSFER,ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT. We may sell,assign,or transfer this Agreement without notice. You agree that if we sell,assign,or transfer this Agreement,the new owner will have the same rights and benefits that we have now and will not have to perform any of our obligations. You agree that the rights of the new owner will not be subject to any claims,defenses,or set offs that you may have against us. 17. DEFAULT AND REMEDIES: If you do not pay any lease payment or other sum due to us or other party when due or if you break any of your promises in the Agreement or any other agreement with us,you will be in default. If any part of a payment is late,you agree to pay a late charge of 15%of the payment which is late or if less,the maximum charge allowed by law. If you are ever in default,we may retain your security deposit and at our option,we can terminate or cancel this Agreement and require that you pay(1)the unpaid balance of this Agreement(discounted at 6%);(2)the amount of any purchase option and if none is specified,20%of the original equipment cost which represents our anticipated residual value in the equipment;(3)and/or return the equipment to us to a location designated by us. We may recover interest on any unpaid balance at the rate of 8%per annum. We may also use any of the remedies available to us under Article 2A of the Uniform Commercial Code as enacted in the State of Lessor or its Assignee or any other law. If we refer this Agreement to an attorney for collection,you agree to pay our reasonable attorney's fees and actual court costs. If we have to take possession of the equipment,you agree to pay the cost of repossession. YOU AGREE THAT WE WILL NOT BE RESPONSIBLE TO PAY YOU ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR ANY DEFAULT BY US UNDER THIS AGREEMENT. You agree that any delay or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights at a later time. It is further agreed that your rights and remedies are governed exclusively by this Agreement and you waive lessee's rights under Article 2A(508-522)of the UCC. 18. UCC FILINGS: You grant us a security interest in the equipment if this agreement is deemed a secured transaction and you authorize us to record a UCC-1 financing statement or similar instrument,and appoint us your attorney-in-fact to execute and deliver such instrument,in order to show our interest in the equipment. 19. SECURITY DEPOSIT: The security deposit is non interest bearing and is to secure your performance under this Agreement. Any security deposit made may be applied by us to satisfy any amount owed by you,in which event you will promptly restore the security deposit to its full amount as set forth above. If all conditions herein are fully complied with and provided you have not ever been in default of this Agreement per paragraph 17,the security deposit will be refunded to you after the return of the equipment in accordance with paragraph 11. 20.CONSENT TO LAW,JURISDICTION,AND VENUE:This Agreement shall be deemed fully executed and performed in the state of Lessor or its Assignee's principal place of business and shall be governed by and construed in accordance with its laws. If the Lessor or its Assignee shall bring any judicial proceeding in relation to any matter arising under the Agreement,the Customer irrevocably agrees that any such matter may be adjudged or determined in any court or courts in the stale of the Lessor or its Assignee's principal place of business,or in any court or courts in Customer's state of residence,or in any other court having jurisdiction over the Customer or assets of the Customer,all at the sole election of the Lessor. The Customer hereby irrevocably submits generally and unconditionally to the jurisdiction of any such court so elected by Lessor in relation to such matters.You waive trial by jury in any action between us. 21. ACCEPTANCE: This Agreement will be binding on Toshiba Business.Solutions of Florida only if Toshiba Business Solutions of Florida accepts it,as evidenced only by the signature of an officer of Toshiba Business Solutions of Florida. We will not be deemed to have accepted this Agreement unless:(a)Toshiba Business Solutions of Florida has received from You the deposit payment,if any,shown on the face of this Agreement,(b)Our - credit evaluation of Customer is satisfactory and(c)this Agreement does not contain any mathematical error or unauthorized price change. In the event of non-approval,the sole liability of Toshiba Business Solutions of Florida shall be to refund to You the amount that has been paid to Us by You upon the signing of this Agreement. 15224- 10/07/2003 = 0 CUSTOMER AGREEMENT 5 7 4 2 6 BUSINESS SOLUTIONS M/A SALES REP NAM SALES REP NO. DATE ORDER STAGE NO. Florida 0 N / O Z —J —ZG?J ACCOUNT ❑NEW ❑EXISTING NATURE OF BUSINESS E-MAIL ADDRESS ACCOUNT NO. DEPARTMENT ACCOUNT NO. COMPANY CO Y CONTACT CONTACT ADDRESS ADDRESS CITY COUNTY CITY COUNTY tiiA / Z� � PHONE FAX STATE ZIP+4 PHONE FAX STATE ZIP+4 V jv n y y mm I ' 'sb 2 3 a t-- k 4 5 LJ IL 6 7 8 9 10 11 DIGITAL INSTALL SUPPORT PLUS❑1 UP TO TWO(2)HOURS SEGMENT 1-5 Black&White&Fax$250.00 0113fii4 SUPPORT PLUS❑2 UP TO FOUR(4)HOURS COLOR$480.00 PURCHASE With Credit Approval .❑Cash Net Due On Delivery ❑LEASE ❑RENTAL TERMSt� t r" No.of Months K 6 m� Credit Card No. Exp.Date Monthly Payments �� / / 7 plus tax. PO No. $ $ First&Last months rent. � ' Al'� L' CK No. $ $ Security Deposit • f,t Accessability ❑Stairs ❑Ramp ❑ PAYOFF TO:Loading Dock Check Request Form Required Y/N ❑ GEM Express BUYOUT(Quote Required) Contract# Delivery Date: Special Instructions: /�f"�✓ UPGRADE Y/N ❑ ABC `ZY3Y' Account Number ACCEPTANCE:THIS AGREEMENT IS NOT VALID UNLESS SIGNED BY AN OFFICER OF TOSHIBA r/TATIVE W,__UTI- BUSINESS SOLUTIONS. EPRESEN US 1 X Ivan Pato, City Manager CER APPROVAL RS PROV PRINTED CUSTOMER SIG ATURE CORPORATE HEADQUARTERS SALES&SHOWROOM WEST PALM BEACH MIRAMARBRANCH ORLANDO BRANCH 1011 S.W.30TH AVENUE 1700 POWERLINE RD.,SUITE H 1601 BELVEDERE RD.,SUITE 106-E 3250 CORPORATE WAY 2815 DIRECTORS ROW#700 DEERFIELD BEACH,FL 33442 DEERFIELD BEACH,FL 33442 WEST PALM BEACH,FL 34982 MIRAMAR,FLORIDA 33025 ORLANDO,FL 32809 (954)428-1300 (954)428-1300 (561)616-4334 (954)430-1002 (407)852-1110 FAX:(954)429-9083 FAX:(954)428-1470 FAX:(561)616-4595 FAX:(866)330.1075 FAX:(407)816-1511 •' :11 CUSTOMER AGREEMENT- THIS IS IS S_VBJEC:T TO THE FOLLOWING TERMS AND CONDITIONS: 1. This order shall not be binding on TBS, Inc. (TBS) until approved at TBS home office. 2. Delivery of goods on common carrier,or licensed trucker shall constitute delivery to Buyer,and all risk of-loss or damage'in tiansit shall be borne by Buyer. All shipments are f.o.b. our ware- house,except for machines. 3."iTBS reserves the.right.to make delivery in installments.Such installments shall be separately invoiced and paid for when due,without regard to subsequent deliveries. Delay in delivery of any install- -ment shall not relieve,Buyer of its obligation to accept remaining installments. 4. TBS reserves the right at any time to revoke any credit extended to Buyer.because of Buyer's failure to pay for any goods when due or any other reason deemed good and sufficient by TBS. ,5,. TBS shall not be liable .for failure to deliver or delays.Rin delivery occasioned by causes ' beyond TBS control, including without limitation strikes, lockouts, fires, embargoes, war or other outbreak of hostilities,inability to obtain materials or shipping space;machinery bdowns, delays of carrier or suppliers; governmental acts and.regulations,%other causes.beyond TBS control and receipt of orders from all sources in excess of TBS then scheduled production capacity. - 6. This order shall not be cancelable by the Buyer for delays in delivery or other cause until ten days after written notice of such intention have been actually received by TBS during such peri- od. 7. .TBS warrants that the goods covered by this order when delivered to Buyer will be of merchantable quality and free from defects in workmanship and material for a period of 90 days from the date of delivery of TBS under ordinary use and conditions. TBS's obligation hereunder is expressly limited to the repair or replacement (at TBS election) of such defective parts as are returned to TBS at its home office or such other place as designated by TBS,freight prepaid, within the warranty period and which are proved to be defective upon inspection by TBS. If not repaired or replaced by TBS,TBS liability shall be limited to the stated selling price of such returned parts which are defective. Other repairs not under warranty will be at such cost as TBS from time to time general ly:.wi I I establish.In no event shall TBS be liable for result- ing or consequential damages occasioned by any breech of warranty. THERE ARE NO OTHER WARRANTIES WHICH, EXTEND-,BEYOND THE DESCRIPTION ON THE FACE HEREOF. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE EXCLUDED. A 8. All claims for goods or delay in delivery shall be deemed waived unless made in writing deliv- ered to TBS within ten days after receipt of goods by Buyer. 9. All equipment shall remain the property of TBS until final payment is made, with the exception of lease sale. In the event it becomes necessary, at TBS's sole discretion, to repossess the equipment listed within this agreement, Customer authorizes TBS to recover the equipment by any peaceful means without further legal action. - 10. Delinquent balances are subject to late charges of 11h%per month.Customer is responsible for all related collection•costs including reasonable attorney fees on unpaid balances. t 11.If maintenance is part of this contract,TBS's'applicable "Maintenance Agreement" must be exe- cuted along with this order. The agreement will renew automatically for successive annual terms if TBS is not-notified 30 days in advance of the anniversary date. In no case will the renewal exceed a 10% price increase over the prior year. fn:addition, all maintenance billings will be subject to a $9.00 per machine/billing administration fee, 12.This contract constitutes the entire agreement between the parties and may not be modified or terminated except in writing signed by an officer of TBS. 13. In the avent the equipment is not paid for and therefore picked up there will be a $.05 per copy usage charge and a reasonable pick up charge. 14.Terms or oral promises not contained in the written agreement will not be legally enforced.