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HomeMy WebLinkAboutIT11-105 - Original - ABS Finance - Copier Leases 2 Police, 1 fire - 12/14/2010 Records Mand-00goe- m Ohr\--Z , KE4T Document WASHINGTON CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: AsSoL�caT cl 1 �, S (,::�Js�ems Vendor Number: ID Edwards Number Contract Number: This is assigned by City Clerk's Office �— Project Name: Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment �?tontract ❑ Other: Contract Effective Date: 1 a_�' t© Termination Date: '1 Contract Renewal Notice (Days): nin T Number of days required notice for termination or renewal or amendment Contract Manager: So "2 A+ Department: -:I: i ' Detail: (i.e. address, location, parcel number, tax id, etc.): /i Ole i'! �(�s7 a t�.i?0 VV-\ cd S n c- S Publlc\RecordsManagement\Forms\ContractCover\adcc7832 1 11/08 9 2010 APPLICATION NO CONTRACT NO MUNICIPAL LEA 533,e- PURCHASE AGREEMENT 1399844 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 ABS Finance Every attempt has been made to eliminate confusing language and create a simple,easy-to-read document CUSTOMER • • • FULL LEGAL NAME STREET ADDRESS KENT, CITY OF 220 4TH AVENUE CITY STATE ZIP PHONE FAX KENT WA 98032 253-856-4646 253-856-4700 FEDERAL TAX I D# E-MAIL ADDRESS 91-6001254 ddrake@ci kent wa us ITEM DESCRIPTION MODELNO. SERIAL NO. RICOH MPC6501 `i' jGC)o p i zq 2 RICOH MP171SPF � V4 k og5o��o3 ❑ See the attached Schedule"A" ❑See the attached Pool Billing Schedule ❑See the attached Grouped Pool Billing Schedule LEASE TERMS LEASE PAYMENT AMOUNTDEPOSIT Term in Months 28 Payments of$ 91370 28 (Plus Applicable Taxes) $ 0 mos Lease Payment Period is Monthly Unless Otherwise Indicated (Plus Applicable Taxes) THIS IS A NONCANCELABLE I IRREVOCABLE AGREEMENT, THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED. TERMS i CONDITIONS We hereby rent to You the personal property(the'Egiipment)described above on any attached Exhibit A or in any subsequent schedues which may hereinafter be made a pal nereof upon the following terms and conditions 1 TERM AND RENT The term of and the rental amount t Rental Amount)due under this Municipal Lease Purchase Agreement("Agreement")shall begin on the Acceptance Date noted below of as specified on an attached Property Acceptance Calif cate(Exhibit C)and continue for the term set above unless earlier terminated per paragraph 18 and end on the date all payments on Exhibit B or in any subsequent schedules which may hereafter be made a part hereof have been made This Agreement will be deemed automatically renewed by You each year(Your fiscal year)unless earlier terminated by You due to non-appropnatlon as provided in Paragraph 18 herein The Rental Amount includes specified amounts of pnnapa and interest due on a specific date Upon full payment by You of the entire Rental Amount including interest due on this Agreement the security interest held by Us and Our successors or assigns shall be released If any payment(or portion thereof)is not paid when due it wi incur a monthly late charge of 1 5%of the payment amount or the maximum amount permitted by law whichever rs less You covenant to pay all Rental Amounts when due and to perform all other covenants contained in this Agreement Rental payment obligations are absolute and unconditional and are not subject to cancellation reduction setoff or counterclaim except as provided in Paragraph 18 herein 2 COVENANTS OF LESSEE You warart and represent as follows (a)You are a body politic and have statutory authonty to enter Into this transaction and carry out its obhgabons (b)You have authorized the execution of this Agreement by Your appropriate officals,(c)You have in accordance with the requirements of law,fully budgeted and appropriated sufficient unexhausted and unencumbered funds for the current budget year and to meet Your other obligations under this Rental for the current budget year and those funds have not been expended for other purposes, (d)the Equipment Is essential to Your proper efficient economic and continuing operation and will be used for Your general business (a)You have never faded to appropriate or otherwise make available finds sufficient to pay rental or other payments coming due under any rental purchase installment sale or other similar agreement,p)You warrant this Rental as a'bank qualified tax-exempt obligation'as defined In Section 285(b)(3)(8)of the Internal Revenue Code and represent that the aggregate face amount of all tax-exempt obligations(excluding pnvate activity bonds r than quabtietl 501(Cµ3)bands)issued or to be Issued by You and Yaur subordinated entities during the calendar year n which We lund this Rental Is not reasonably expected to exceed$10 000 000 and(g)You and all of Your su tlihata anhties will rat issue in excess of$W 000 000 of qualified tax-exempt obligations"clutl ing this Rental but excluding private activity bonds other than qualified 501(C)(3)bonds)dunrg the calendar year in which We func s ental wdhe ut first obtaining an opinion of national recognized counsel In the area of tax-exempt rr uuiclpal bailout ans acceptable tc Us that tha ceslgnahon of this Rental as a"bank qualrflad lax-exempt obligation"cull not be dv s I affected our inPoais (Continued on the reverse vide) ' ABS Finance t DATED LESSOR RETITLE CUSTOMER 12/14/2010 KENT, CITY OF IT Director DATED CUSTOMER NATURE AA ^, TITLE PRINT NAME X DATED CUSTOMER SIGNATURE TITLE P INT E ACCEPTANCE OF You candy that all the equipment listed above has been furnished that delivery and Installation has be 1i liy comp let an sahsfso o a conditions and terms of this Agreement have been reviewed and acknowledged Upon your signing below your promises herein will be Irrevocable and unconditional in all respects exc t a rovlded hismin Your a val as Inds d below Is a condition precedent to the effectiveness of this Agreemert KENT, CITY OF IT Director ATE OF DELIVERY CUSTOMER A R TITLE `IA_V VD ; 3 TITLE Title to the Equipment shall pass to You upon acceptance of delivery conditioned upon Your complete and full performance of Your undertakings as provided in this Agreement and also conditional upon lull payment by You of the entire Lease Amount including interest due on this Agreement Upon Your full performance we will release Our interest in the equipment for the nominal price of$1 00 4 EQUIPMENT INSPECTION,LIENS PERSONAL PROPERTY and TITLE You have fully inspected and acknowleoged that the Equipment is in good condition and repair and that You are satisfied with and have accepted the Equipment in such condition You will rot create or assume any mortgage pledge hen encumbrance or claim on the Equipment and will at Your own expense discharge any such claim The Equipment is and will at all Ames during the Agreement Term remain personal property Title to the Equipment has been conveyed to You during the lease term in return for periodic payments subject to the terms and conditions herein 5 SECURITY INTEREST To secure payments and observance by You of the covenants expressed or implied herein.You grand a security interest in and a lien on the equipment to Us,our successors and assigns 6 USE AND MAINTENANCE You wih use the Equipment in a careful and proper manner ire compliance with all applicable laws and regulations Equipment is to be used by Yoa exclusi+ely and not subleased loaned or otherwise used by entities other than You At Your sole expense and cost You will maintain the Equipment in good repair condition and workirg order and in compliance with manufacturer s suggested maintenance and so as to maintain manufacturer s and for supplier s warranties 7 DAMAGE OR DESTRUCTION OF EQUIPMENT You hereby assume and beer the entire risk of loss of and damage to the Equipment whether or not insured from arry and every cause whatsoever No lose or damage to the Equipment or any pan thereof shall Impair any of Your obligation under this Agreement which shall continue in full force and effect If the Equipment Is partially lost stolen damaged or destroyed You will promptly repair and restore it to working order If net Insurance proceeds(Including proceeds of self-Insurance)are not sufficient to pay for repairs you will nevertheless complete the work and pay the costs You are not entitled to reimbursement or to any reduction of the payments or other amounts payable pursuant this Agreement If the Equipment is totally lost stolen damaged or destroyed You shall pay to Us or Our assignee a sum equal to the applicable remaining Principal Balance plus Interest as stated on Exhibit B if paid later than as regularly scheduled 8 DISCLAIMER OF WARRANTIES 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 THE SUPPLIER AND EACH ITEM OF EQUIPMENT BASED UPON YOUR JUDGEMENT AND DISCLAIM ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY US OR ANY SUPPLIER WE DO NOT TAKE RESPONSIBILITY FOR THE INSTALLATION OR PERFORMANCE OF THE EQUIPMENT THE SUPPLIER IS NOT AN AGENT OF OURS AND NOTHING THE SUPPLIER STATES CAN AFFECT YOUR OBLIGATION UNDER THE LEASE YOU WILL CONTINUE TO MAKE ALL PAYMENTS UNDER THIS AGREEMENT REGARDLESS OF ANY CLAIM OR COMPLAINT AGAINST SUPPLIER. 9 INSURANCE Dunne the term of this Agreement You will keep the Equipment insured against all risks of loss or damage In an amount not less than the replacement cost of the Equipment wither deductible and _ without cc-Insurance We will be the sole named loss payee on the property insurance We will be named as additional insured on public liability coverage You will pay all premiums for such Insurance and must deliver proof of insurance coverage sagsactory to Us If You do not provide such proof of such Insurance before the Agreement commences You agree that We nave the right but not the obligation to enroll you in our property damage coverage program and bill You a monthly property damage surcharge of up to 0035 of the total stream of payments to in part cover Our Increased administrative costs credit risk and other costs and on which We may make a profit Nothing in this paragraph will relieve You of the obhgafon to provide public liability coverage 10 SURRENDER OF EQUIPMENT Upon termination of this Agreement due to default or non-appropriations You shall return the Equipment to Us in good repair condition and working order,ordinary wear and tear resulting from proper use thereof alone excepted and have been maintained in accordance with Paragraph 6 In the event of early termination of(his Agreement You will return the Equipment in a condition that permits Us to be eligible for the manufacturer's or suppliers standard maintenance contract without incurring any expense to repair or rehabilitate such Equipment You will transfer ownership and ti le to the Equipment to Us and guarantee and indemnify clear title You at your own expense shall deliver the Equipment to such place as specified by Us 11 TAX INDEMNIFICATION If You lose Your eligibility for the"Small Issuer Exemption"during the calendar year or this transaction is deemed by any taxing authority not to be tax exempt from federal and/or state income taxation You agree the Implicit interest rate and corresponding monthly interest payment in Exhibit B will be increased to preserve Our originally anticipated yield 12 TAXES Unless You have provided Us with evidence of an exemption You agree to pay any license or registration fees gross receipts taxes assessments charges and sales use,property,excise and other taxes imposed by any governmental agency upon the Equipment Any fees,taxes or other lawful charges paid by Us or Our assigns for You shall become immediately due from You to Us or Our assignee including any transfer and taxes pursuant to Paragraph 11 13 EVENTS OF DEFAULT The default by You under any term covenant or condition contained herein which Is not cured within ten days after written notice thereof from Us,shall at Our option,terminate this Agreement and Your right to possession of the Equipment 14 REMEDIES ON DEFAULT Upon termination of this Agreement We may without notice to or demand upon You,except as stipulated in paragraph 18,pursue one or more of the following remedies(a)Take any necessary or desirable action to collect all payments due under this Agreement or to enforce performance of any obligation agreement or covenant of You under this Agreement including payment of any amounts which You fail to pay(such as insurance premiums costs or repairs taxes) We and Our assigns will also be entitled to recover all costs and expenses including attorneys fees incurred in connection with the enforcement of any of Our or Our assigns rights or remedies against You (b)To sue for and recover all rents and other payments then accrued or thereafter accruing with respect to any or all items of equipment(c)To take possession of any or all items of equipment wherever same may be located without any court order or other process of law You hereby waive any and all damages occasioned by such taking of possession Any said taking of possession shall not constitute a termination of this Agreement as to any or all items of equipment unless We expressly notify You in writing(it)To terminate this Agreement as to any or all items of equipment(a)To pursue any other remedy at law or in equity Notwithstanding any said repossession or any other action which We may take You shall be and remain liable for the full performance of all obligations on the part of You to be performed under this lease All such remedies are cumulative and may be exercised concurrently or separately 15 CONCURRENT REMEDIES No right or remedy of Ours is exclusive of any other right or remedy Each is cumulative of every other right or remedy given,or now hereafter existing at law,and may be enforced concurrently separately or in sequence 16 ASSIGNMENT You agree not to sell,assign lease sublease pledge or allow any hen or encumbrance against any interest in this Agreement or the Equipment without Our prior written consent which will be withheld if (1)it would eliminate or decrease Our lax exempt yield or (2)it would,In Our sole judgment diminish the prospects for repayment You agree that We may assign,in whole or in part Our tight title and interest in this Agreement of the Equipment to one or more third parties and shall be free of all defenses setoffs or counterclaims of any kind which You may be entitled to assert against Us Any sich assignee will ^-- have Our rights under the Agreement out not me obligatmns Any assignee of Us may reassign its interest m this Agreement and for me Equipment to any other person who thereupon,shall be deemeo to be Our assignee 17 UNIFORM COMMERCIAL CODE You acknowledge that this Agreement secures a purchase money security interest in such equipment as set forth and enforceable under the Uniform Commercial toile and authorizes Us at Our option to(p file one or more financing statements signed only by Us or(it)file a copy of this Agreement with the app^opnate state and local authorities at any time as We snail deem necessary to fully protect the security interest herein granted to it by You and charge you a fee of$35 00 You hereby authorize Us as secured party or its agent or assignee to sign and execute on its behalf any and all necessary UCC-1 forms to perfect the purchase money security interest herein granted to secured pary Any fee charged under this Agreement may Include a profit 18 NONAPPROPRIATION You may terminate this Agreement at the end of any fiscal year if the following events shall have occurred (a)In the event funds are not budgeted and approprated in any fiscal year for Lease Payments due under this Agreement for the succeeding fiscal year,or for the acquisition of services equipment or functions which in whole or in part are essentially the same as those being leased hereunder this Agreement shall impose no obligation on You as to such succeeding fiscal year and shall become null and void except as to the Lease Payments herein agreed upon for which funds will have been appropriated and budgeted and no right of action or damage shall accrue to Our benefit Our successors and assigns for any further payments, (b)If the provisions of Section(a)are utilized by You,You agree to immediately notify Us or Our assignee of this Agreement that funds are not budgeted and appropriated,and to peaceably surrender possession of the equipment to Us of Our assignee (c)You made all payments due during the fiscal period immediately preceding the fiscal period for which sufficient funds were not appropriated (it)Any early termination due to non-appropriation must be at the end of Your then-current fiscal year 19 CHOICE OF LAW JURY TRIAL WAIVER This Lease will be governed and construed in a nce the laws of me s o ou are located To the extent permitted by law,You agree to wane Your rights to a trial by jury 12/14/2010 Mike Carrington IT Director DATED CUSTOMER NA TITLE 24678-07/09/2008