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HomeMy WebLinkAbout2015-04-15-Resolutions 15-106_Copier Lease and Maintenance AgrTHE CITY OF WAUIME,IOWA RESOLUTION 15-106 APPROVING THK COST PKR IMAGE AGREKMKNT WITH ACCESS SYSTEMS, WAUKKE FOR THK MAINTENANCE AND LEASE OF PRINTER AND COPIER SERVICES. IN THE NAME AND BY THE A UTHORITY OF THE CITY OF WA UKEE,IOWA WHEREAS,the City of Waukee,Dallas County,State of Iowa,is a duly organized Municipal Organization;AND, WHEREAS,the City currently has multiple service agreements in place for copier and printer maintenance services;AND, WHEREAS,the City received a quotation for services from Access Systems,Waukee to coincide with the information tecluiology services;AND, WHEREAS,the City staff recognizes there is a benefit in the same professional organization managing the services for printers and copies winch connect to the City's computer server equipment; AND, WHEREAS,the recominended solution from Access Systems,Waukee,will ensure all departments are operating with like equipment winch will be networked for shared use,with inaintenance of the equipment,installation,configuration and setup all matching up with our information teclmology equlplnent; NOW THEREFORE BK IT RESOLVED,by the City Council of the City of Waukee that the Cost Per Image Agreement with Access Systems,Exhibit A,be accepted and approved. thPassedbytheCityCounciloftheCityofWaukee,Iowa,and approved the 15 day of April 2015. Rick Peterson,Mayor Pro Tem Attest Rebecca D.Schuett,City Clerk ROLL CALL VOTE Shane Blanchard Brian Harrison Casey L.Harvey Shelly Hughes Rick Peterson AYE X X X X X NAY ABSENT ABSTAIN BCCCSS COST PER IMAGE AGREEMENT AGREEMENT NO.:1 046236 FULL LEGAL NAME;Waukee,Cit of ADDREss:230 W Hlckman Rd j ~ Waukee IA 50263-5004 FEDERAL TAX ID ¹: H SEE ATTACHED SCHEDULE TYPE,MAKE,MODEL NUMBER,SERIAL NUMBER, AND INCLUDED ACCESSORIES Shar MX-2640N:DE14,FN17,FX11,TR13N,PN11B 1 Shar MX-2640N:DE14,FN17,FX11,TR13N,PN11B 1 Shar MX-2640N:DE14,FN17,FX11,TR13N,PN11B NOT FINANCED UNDER THIS AGREEMENT BEGINNING METER READING B&W COLOR B&W 16,404 COLOR 15,500 MONTHLY IMAGE ALLOWANCE PER MACHINE IF NOT CONSOLIDATED B&W 0.0102 COLOR 0.06 EXCESS PER IMAGE CHARGE PLUS TAXi 1 Shar MX-2640N:DE14,FN17,FX11,TR13N,PN11B P 1 Shar MX-2640N:DE14,FN17,FX11,TR13N,PN11B Shar MX-2640N:DE14,FN17,FX11,TR13N,PN11B P 1 Shar MX-2640N:DE14,FN17,FX11,TR13N,PN11B Q 1 HP Color LaserJet 551DN 1 HP Color LaserJet 551DN 1 HP Color LaserJet 551DN TOTAL CONSOLIDATED MONTHLY IMAGE ALLOWANCE IF CONSOLIDATED 8,900 2,766 0.019 0.095 EQUIPMENT LocATIQN:As Stated Above TERM IN MONTHS:60 SECURITY DEPOSIT: ~a MONTHLY BASE PAYMENT AMOUNT':3 019.47 METER FREQUENGY:Monthly ('PLUS TAX) 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 INTERNAL LAWS OF THE STATE IN WHICH OUR {OR,IF WE ASSIGN THIS AGREEMENT,OUR ASSIGNEE'8)PRINCIPAL PLACE OF BUSINESS IS LOCATED 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 A JURY TRIAL. ~~~s BY SIGNING THIS PAGE,YOU REPRESENT TO US THAT YOU HAVE RECEIVED AND READ THE ADDITIONAL TERMS AND CONDITIONS APPEARING ON THE SECOND PAGE OF THIS TWO.PAGE AGREEMENT.THIS AGREEMENT IS BINDING UPON R ACCEPTANCE HE 0 . (As Stated Above)~i!ha&F.III.'if/Ptu A kl 5 CUSTOMER Access S stems,Inc SI NAT RE PRINT NAME &TITLE DA E PRINT NAME &TITLOWNER 955 SE Olson Dr Waukee,IA 50263-8455 ~s ~ The undersigned,jointly and severally if more than one,unconditionaliy guarantee(s)that the Customer will timely perform all obligations under the Agreement.The undersigned also waive(s)any notification if the Customer is in default and consent(s)to any extensions or modifications granted to the Customer.In the event of default,the undersigned will immediately pay all sums due under the terms of the Agreement without requiring us or our assignee to proceed against Customer or any other party or exercise any rights in the Equipment.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.THE UNDERSIGNED,AS TO THIS GUARANTY,AGREE(S)TO THE DESIGNATED FORUM AND CONSENT(S) TO PERSONAL JURISDICTION,VENUE,AND CHOICE OF LAW AS STATED IN THE AGREEMENT,AGREE(S)TO PAY ALL COSTS AND EXPENSES,INCLUDING ATTORNEY FEES,INCURRED BY US OR OUR j8SSGNEE R TED TO THIS GUARANTY AND THE AGREEMENT,WAIVE(S)A JURY TRIAL AND TRANSFER OF VENUE, AND AUTHORIZE(S)AIN CRED +0 W. SIGNATURE:X INDIVIDUAL:SI)h 4 i F.f(APf DATE:g SIGNATURE:X INDIVIDUAL:DATE: 017031-ZUP03A{RL)0414 PAGE10F2 210 s ~~~~~~ 1.AGREEMENT.You want us to provide you the equipment referenced herein,together with all replacements,parts,repairs,addiTions and accessions incorporated therein or attached thereto,excluding equipment marked as not financed under this Agreement ("Equipment")and you agree to pay us the amounts payable under the terms of this agreement (Agreement") each period by the due date.This Agreement is binding upon our acceptance hereof and will begin on the date the Equipment is delivered to you or any later date we designate.If we . designate a later commencement date,you agree to pay us an additional amount equal to the periodic payments due under this Agreement prorated for the period between Ihe date the Equipment is delivered to you and the commencement date.We may charge you a reasonab(e fee to cover our origination and investigation costs.If any amount payable to us is not paid when 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 commingled with our assets,will not earn interest,and will be returned at the end of the term,provided you are not in default.The base payment will be adjusted proporfionately upward or downward:(1)by up to 10%to accommodate changes in the actual Equipment cost;(2)if the shipping charges or taxes differ from the estimate given to you; and/or (3)to comply with the tax laws of the state in which the Equipment is located.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.IMAGE CHARGES AND OVERAGES.You are entitled to make the total number of images shown under Image Allowance Per Machine (or Total Consolidated image Allowance,if applicable)each period during the term of this Agreement.If you make more than the allowed images in any period,you will pay us an additional amount equal to the number of the excess images made during such period multiplied by ihe applicable Excess Per Image Charge.Regardless of the number of images made in any period,you will never pay less than the Base Payment Amount.You agree to provide us with the actual meter readings on any business day as designated by us,provided that we may estimate the number of images used if such meter readings are not received within five days after being requested.We will adjust the estimated charge for excess images upon receipt of actual meter readings.You agree that the Base Payment Amount and the Excess Per Image Charges may be proportionately increased at any time if our esfimated average page coverage is exceeded.After the end of the first year of this Agreement and not more than once each successive twelve-month period thereafter,the Base Payment Amount and the Excess Per Image Charges (and,at our election,the Base Payment Amount and Excess Per Image Charges under any subsequent agreements between you and us thai incorporate the terms hereof)may be increased by a maximum of 10%of the then existing payment or charge.Images made on equipment marked as not financed under this Agreement will be included in determining your image and overage charges. 4.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. 5.SERVICES/SUPPLIES.If we have entered into a separate arrangement with you for maintenance,service,supplies,etc.with respect to the Equipment,payments under Ibis Agreement may include amounts owed under that arrangement,which amounts may be invoiced as one payment for your convenience.MICR supplies are not included and will be billed separately. You agree that you will look solely to us for performance under any such arrangement and for the delivery of any applicable supplies. 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 Ihe 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 protecbng and removing any confidential datafiimages 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 bui none of our obligations and will not be subject io 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.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.In no event will we be liable for any consequential or indirect damages. 10.INSURANCE.You agree to maintain comprehensive liability insurance acceptable to us.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 thereaRer upon our written requesL 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 either (A} 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 and an insurance fee,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;or (8)charge you a monthly property damage surcharge of up to .0035 of the Equipment cost as a result of our credit risk and administrative and 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 RESPONSIBILITY FOR LIABILITY INSURANCE ON THE EQUIPMENT.If you are current in all of your obligations under the Agreement at the time of loss,any insurance proceeds received will be applied,at our option,to repair or replace the Equipment,or to pay us Ihe remaining payments due or to become due under this Agreement,plus our booked residual,both discounted at 2%per annum. 11.TAXES.We own the Equipment.You will pay when due,either directly or by reimbursing us,all taxes and fees (including personal property tax)relating to the Equipment and this Agreement.If we pay any of the above for you,you agree to reimburse us and to pay us a processing fee for each payment we make on your behalf.Sales or use tax due upfront will be payable over the term with a finance charge.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 for an additional one-year period under the same terms unless a)you provide us written notice,at least 60 days prior to the End Date,of your intent to return the Equipment,and b)you timely return the Equipment Io the location designated by us, at your expense.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 AND 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 lender,(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.We may also use all other legal remedies available to us,including disabling or repossessing the Equipment and requiring you to immediately stop using any financed software.You agree to pay all our costs and expenses,including reasonable attorney fees and repossession costs,incurred in enforcing this Agreement.You also agree to pay interest on all past due amounts,from Ihe due date,at 1.5%per month,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.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,including any purchase orders.Amounts payable under this Agreement may include a prollt to us.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 faithfu[performance of the terms hereof.The original of this Agreement shall be that copy which bears your facsimile or original signature,and which bears our original signature.If a court finds any provision of this Agreement unenforceabie,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 olher modifications to the Agreement must be in writing signed by each party. 017031-ZUP03A(RL)0414 PAGE 2 OF 2 210 DESCRIPTION OF EQU!PMENT ~I'~~ YERIFIGATION 'l ~~~~'~~5%RSZRRI%RIIRREHRRIRR ~'~~~'~ FE~~~ZW%r GOVERNMENTAL ENTlTIES ADDENDUM This is an addendum ("Addendum")to and part of that certain agreement between Access Systems Leasing ("we","our")and Waukee Cit of ("Governmental Entity","you",or "your"),which agreement is identified in our records as agreement number 1046236 ("Agreement").All capitalized terms used in this Addendum which are not defined herein shall have the meanings given to such terms in the Agreement. APPLICABLE TO GOVERNMENTAL ENTITlES ONLY You hereby represent and warrant to us that as of the date of the Agreement:(a)the individual who executed the Agreement had full power and authority to execute the Agreement on your behalf;(b)all required procedures necessary to make the Agreement a legal and binding obligation against you have been followed;(c) the Equipment will be operated and controlled by you and will be used for essential government purposes for the entire term of the Agreement;(d)that all payments due and payable for the current fiscal year are within the current budget and are within an available,unexhausted,and unencumbered appropriation;(e)you intend to pay all amounts payable under the terms of the Agreement when due,if funds are legally available to do so;(f)your obligations to remit amounts under the Agreement constitute a current expense and not a debt under applicable state law;(g)no provision of the Agreement constitutes a pledge of your tax or general revenues;and (h)you will comply with any applicable information reporting requirements of the tax code,which may include 8038-G or 8038-GC Information Returns.If funds are not appropriated to pay amounts due under the Agreement for any future fiscal period,you shall have the right to return the Equipment and terminate the Agreement on the last day of the fiscal period for which funds were available,without penalty or additional expense to you (other than the expense of returning the Equipment to the location designated by us),provided that at least thirty (30)days prior to the start of the fiscal period for which funds were not appropriated,your Chief Executive Officer (or Legal Counsel)delivers to us a certificate (or opinion)certifying that (a)you are a state or a fully constituted political subdivision or agency of the state in which you are located;(b)funds have not been appropriated for the applicable fiscal period to pay amounts due under the Agreement;(c)such non-appropriation did not result from any act or failure to act by you;and (d)you have exhausted all funds legally available for the payment of amounts due under the Agreement.You agree that this paragraph shall only apply if,and to the extent that,state law precludes you from entering into the Agreement if the Agreement constitutes a multi-year unconditional payment obligation. (As Stated Above) ~~ X I ATU E ~ltIPNF.PQN PRINT NAME &TITLE OLI J5 A)I& DAT Access S stems Leasin SIGNATURE PRINT NAME 8 TITLE Z .F'6 ~&qlela- DATE ZP07NA F06IO