HomeMy WebLinkAboutContract 40562 (2)Value Lease Agreennew
APPLICATION NO. CONTRACT NO.
14os c4 a
This document is
written
in "Plain English".
The words you and
your refer
to the customer. The words
Owner, we, us and our refer to Imagetek Office
Systems. Every
attempt
has been made to
eliminate confusing
language
and create a simple, easy -to -read
document.
NAME OF CUSTOMER
of Fort Worth
isf��iereieiT'1khiZff:iMFaa::a:T a:iO�+i�=�aiia • .. -
Lanier LD3Fi.5r.
Saddle Stitch Finisher
2.000 Sheet
Term in Months
Monthly Payment*
payments of
STREETADDRESS
1000 Throckmorton Street
plus applicable taxes payments of � Doc Fee $ 75.00*
Payment Includes
Payment Includes
B&W Pages per Month Excess B&W Page Charge* $ 0.0079
for
Pages per Month Excess Color Page Charge* $ 0.0550
Please Check One of the following: Overages will be verified O Monthly OR O Quarterly
by initialing here, you agree that service and supplies are included in this Agreement.
END OF LEASE OPTIONS: You will have the following options at the end of the original term, provided the Lease has not terminated early and no event of default under the Lease has occurred and is continuing.
1. Purchase the Equipment for the Fair Market Value. 2. Renew the Lease per paragraph 1. 3. Return Equipment as provided in Paragraph 6.
CUSTOMER ACLEEI�A1VUa
# 1, •
PRINT NAME: Karen L. Montgomery, AssistaxlrE City Mgr.
As additional inducement for us to enter into the Agreement, the undersigned ("you") unconditionally personally guarantees that the customer will make all payments and meet all obligations required
under this Agreement and any supplements fully and promptly. You agree that we may make other arrangements including compromise or settlement with the customer and you waive all defenses
and notice of those changes and will remain responsible for the payment and obligations of this Agreement. We do not have to notify you if the customer is in default. If the customer defaults, you will
immediately pay in accordance with the default provision of the Agreement all sums due under the terms of the Agreement and will perform all the obligations of the Agreement. If it is necessary for us
to proceed legally to enforce this guaranty, you expressly consent to the jurisdiction of the court set out in paragraph 15 and agree to pay all costs, including attorneys fees incurred in enforcement of
this guaranty. It is not necessary for us to proceed first against the customer before enforcing this guaranty. By signing this guaranty, you authorize us to obtain personal credit bureau reports for
credit and collection purposes.
PRINT NAME OF GUARANTOR: SIGNATURE X DATE:
You certify lh
reviewed and
CITY SECRETARY
shed, that delivery and installation has been fully completed and Bali
promises herein will be irrevocable and unconditional in all respects.
terms
E R:
SIGNATURE X
TITLE:
THIS IS A NONCANCELABLE /IRREVOCABLE AGREEMENT, THIS AGREEMENT CANNOT IBE CANCEL�D OR tEf�MINATED.
o�AUk V-c) foexciiVV \
1. AGREEMENT: You agree to rent from us the personal property described under "MAKE/MODEUACCESSORIES" 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 "Equipmentl 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's and supersedes any purchase order or outstanding invoice. This Agreement may be modified only by written agreement and not by course of performance. This Agreement becomes valid upon execution by
us and will begin on the rent commencement date and will continue from the first day of the following month for the number of consecutive months shown. Your rental obligations are absolute, unconditional, and are not subject to cancellation,
reduction, setoff or counterclaim. The term will be extended 3ulomaii 4a Lfo"uaaeesfve-t;?MneMbdeffne unless you send us written notice you do not want it renewed at least ninety (90) days before the end of any term. 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. You authorize us to insert or correct missing information on this lease Including your proper
legal name, serial numbers and any other numbers describing the Equipment. You agree to provide updated annual and/or quarterly financial statements to us upon request.
2. RENT: Rent will be payable in installments, each In the amount of the basic rental payment shown plus any applicable sales, use or property tax. if we pay any tax on your behalf, you agree to reimburse us promptly along with a processing fee. 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 or as otherwise agreed. We will have the
right to apply all sums received from you to any amounts due and owed to us under the terms of this Agreement.
3, MAINTENANCE: Customer shall notify Imagetek when maintenance services Is required and give Imagetek full access to the equipment. A. Imagetek agrees to make all necessary adjustments and repairs during normal business hours to keep
equipment in good operating condition in accordance with Imagetek's policies then in effect. Normal business hours shall be defined as 6:00 a.m. to 5:00 p.m. Monday through Friday, holidays excepted. B. Imagetek will replace, without charge, pads
which become broken or wore through normal use and are necessary to equipment servicing and maintenance adjustment. Service Contract excludes paper and staples. C. This Contract covers all labor necessary for cleaning, lubrication,
technical adjustments and replacement of pads EXCEPT: 1 - Repairs resulting from causes other than normal use: abuse or misuse by Customer (Including without limitation, damage to copier drums and use of supplies or spare pads that do not
meet manufacturer's specifications and which cause abnormally frequent service calls or service problems); accident, transporation, electrical power failure, air conditioning or humidity control. 2 - Repairs made necessary by service performed
by other than a Imagetek authorized representative. 3 - Service calls orwork Customer requests to be performed outside Imageteks normal business hours. 4 - Shop repair, reconditioning, rebuilding, overhauls or modification of the equipment.
D. "After hours" or overtime service requested by Customer will be provided on an "if available' basis, charged to Customer at Imageteks overtime rates. E. This Contract does not provide for the replacement of consumable supplies. Installation
of paper, toner, donor film, imaging units or staples will be performed without charge if a Imageteks' Service Technician is present for service reasons. If a service call is requested for the mere purpose of installing such consumable supplies.
Customer will be charged Imagteks normal hourly rate. Additional freight charges will be applied when Customer requests delivery of supply by a carrier other than normal delivery means as specified by Imagetek.
4. OWNERSHIP OF EQUIPMENT: Except for Agreements leases with a $1 out purchase option, we are the Lessor 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.
5. 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.
8. 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. We also have the right to inspect the equipment at any time during normal business hours.
7. 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 rental payments for the full rental term plus the estimated fair market value of the Equipment at the end of the originally scheduled term, all discounted
at the lesser of (a) a per annum Interest rate equivalent to that of a U.S. Treasury constant maturity obligation (as reported by the U.S. Treasury Department) that would have a repayment term, equal to the remaining term of Ihis Agreement, all as
reasonably determined by us, or (b) 3% per annum (the `Present Value Rate?. Any proceeds of Insurance will be paid to us and credited, at our option, against any loss or damage.
8. 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, at our
option, may elect to either 1) obtain insurance on your behalf and you will pay us for any insurance premium and related charges on which we may make a profit or 2) bill you for a monthly damage surcharge of up to .0035 of the total stream of
payments as a result of our administrative costs, credit risk and other costs.We may make a profit on this program. As long as you are current at the time of the loss (intentional acts are not included), the remaining balance owed on the Agreement
will be forgiven. 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.
9, INDEMNITY: We are not responsible for any loss or injuries caused by the installation or use of the equipment. I lotnews=(
TMmnifieelierwriF6reeMinuceRetef heterminationohthirkgroement:
10. TAXES AND FEES: You agree to pay when invoiced all taxes (including personal property tax, fines and penalties) and fees relating to this Agreement or the Equipment. You agree to (a) reimburse us annually for all personal property taxes which we
are required to pay as Owner of the Equipment or to remit to us each month our estimate of the monthly equivalent of the annual property taxes to be assessed. We will file all personal properly, use or other tax return and you agree to pay us a process
fee for making such filings. Your further agree to pay us $75.00 on the date the first Lease Payment is due to cover the expense of originating the Agreement and all ongoing administration costs during the term of the Agreement. We reserve the right
to charge a fee upon termination of this Agreement either by trade -up, buy-out or default. Any fee charged under this Agreement may include a profit and is subject to applicable taxes. You will indemnify us on an after-tax basis against the loss
of any tax benefits anticipated at the commencement date arising out of your omissions. •T x E y � OA (1 T
11, ASSIGNMENT: YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN OR SUBRENT 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.
12. DEFAULT AND REMEDIES: If you do not pay any rental 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 151/6 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) all sums then due under this Agreement plus (2) the unpaid balance of this Agreement (discounted at the Present Value Rate (as defined In section 7) plus; (3) and 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 Slate of Owner 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. The net proceeds of the
sale of any repossessed Equipment will be credited against what you owe us under this Agreement. 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 customers rights under Article 2A (508-522) of the UCC.
13, UCH Flti I A te-efld-
delive"ueltinstrument®i"rdewt&eho twimemTttrttfwvqufpment.
14. 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 12, the security deposit will be refunded to you after the
return of the equipment in accordance with paragraph 8. 1
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15. CONSENT TO LAW, JURISDICTION, AND VENUE: This Agreement shall be deemed fully executed and performed in the state of 9wrtrroiifs^Assigneerspdnoipel•plsee of business and shall be governed by and construed in accordance with its
laws. If the Owner 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 maybe adjudged or determined in any court or courts in the stale of the
Owner or its Assignee's principal place of business, or In any court or courts in Customers 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 Owner. The Customer
hereby irrevocably submits generally and unconditionally to the jurisdiction of any such court so elected by Owner in relation to such matters. You waive trial by jury in any action between us.
16. OVERAGES AND COST ADJUSTMENTS: You agree to comply with any billing procedures designated by us, including notifying us of the meter reading at the end of each month. At the end of the first year of this Agreement and once each
successive twelve month period, we may increase the base usage charge per page and the per page charge over the base minimum by a maximum of 10% of the existing charge.
17. UPGRADE/DOWNGRADE PROVISION: AFTER INCEPTION OF THE AGREEMENT AND UPON YOUR REQUEST, WE MAY REVIEW YOUR PAGE VOLUME AND PROPOSE OPTIONS FOR UPGRADING OR DOWNGRADING TO
ACCOMMODATE YOUR NEEDS.
18, TRANSITION BILLING: In order to facilitate an orderly transition, including Installation and training, and to provide a uniform billing cycle, the "Effective Date" of this Agreement will beat our discretion within 30 days of installation.
This payment for the transition period will be based on the base minimum usage payment prorated on a 30 day calendar month and will be added to your first invoice.
FOR MUNICIPALITIES ONLY
19-A. CUSTOMER COVENANTS: You covenant and warrant 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 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 you to make its Base 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
you; nor is there any basis for any such action, suit, proceeding or investigation; and
(3) That the equipment will be operated and controlled by you and will be used for essential government purposes and will to be essential for the term of the Agreement.
(4) You have not previously terminated a rent for non -appropriation, except as specifically described in a letter appended hereto.
19-B. 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 you. Signor(s) for
You further warrant(s) its governing hotly 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 your authorizing execution of the Agreement has been duly adopted and remains in full force and effect.
19-C. NON APPROPRIATION: In the event you are in default under the Agreement because:
1. Funds are not appropriated for a fiscal period subsequent to the one in which the Agreement was entered into which are sufficient to satisfy all of your obligations under the Agreement during said fiscal period; .-
2. Such non -appropriation did not result from any act or failure to act of customer, -
3. You have exhausted all funds legally available for all payment due under the Agreement; and
4. There is no other legal procedure by which payment can be made to Owner.
Then, provided that (a) You have given Owner written notice of the occurrence of paragraph 1 above thirty (30) days prior to such occurrence; (b) Owner has received a written opinion from your counsel verifying the same within ten (10)
days thereafter, and (c) you do not directly or indirectly purchase, rent 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 Owner, at
your expense, Owners remedies for such default shall be to terminate the Agreement at the end of the fiscal period during which notice is given; retain the advance payments, if any; and/or sell, dispose of, hold, use or rent the equipment as Owner
in its sole discretion may desire, without any duty to account to you.
22514 - 10/01 /2009
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