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HomeMy Public PortalAboutC-21-049 - AIS - PRINTER EQUIPMENT LEASE AGREEMENTM1 AGREEMENT c-.JAIS 0#4 comi'my "wSown0m.5 LEGAL NAME: Citv of Carson AGREEMENT NO.: ADDRESS: 701 E Carson St. Carson, CA 90745 EQUIPMENT TYPE, MAKE, MODEL NUMBER, SERIAL NUMBER, AND INCLUDED ACCESSORIES ® SEE ATTACHED SCHEDULE (2) Xerox Versant 180 Press multi -function office machines at $ 6,457.50 quarterly Total: $25,830.00 Annual (21) Kyocera TASKalfa 3253ci multi -function office machines at $ 4,903.50 quarterly Total: $19,614.00 Annual (2) Kyocera ECOSYS P6230cdn multi -function office machines at $ 87.00 quarterly Total: $ 348.00 Annual Papercut MFD Emb, Kyocera, EduGov Software at $ 1,926.00 quarterly Total: $ 7,704.00 Annual Sales Tax (service and lease of equipment) adjusted based on current rates 9.5% $1,270.53 quarterly Total: $ 5,082.12 Annual Property Tax (total value of product multiplied by 1%) at $2,150 annually Total: $ 2,150.00 Annual See attached Sales Order Agreement and Schedule of Equipment, both of which are incorporated into this Agreement, for additional details. Except as expressly set forth above, City of Carson is to incur no charges in connection with this Agreement. EQUIPMENT LOCATION: As Stated Above (*PLUS TAX) TERM IN MONTHS: 60 QUARTERLY PAYMENT AMOUNT*: $13.374.00 PURCHASE OPTION*: Fair Market Value SECURITY DEPOSIT: 0 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 LAWS OF THE STATE OF CALIFORNIA AND ANY DISPUTE CONCERNING THIS AGREEMENT WILL BE ADJUDICATED IN THE COUNTY OF LOS ANGELES UNLESS AN ACTION IS BROUGHT IS A US DISTRICT COIRT IN WHICH EVEN VENUE SHALL BE EXCLUSIVELY IN THE CENTRAL DISTRICT OF CALIFORNIA, IN THE COUINTY OF LOS ANGLES. 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 OUR ACCEPTANCE HEREOF. As Stated Abov4 SIGNATURE PRINT NAME & TITLE Advanced Imaging Solutions OWNER SIGNATURE PRINT NAME & TITLE DATE The undersigned, jointly and severally if more than one, unconditionally 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. 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 assignee related to this guaranty and the Agreement, waive(s) a jury trial and transfer of venue, and authorize(s) obtaining credit reports. SIGNATURE: X INDIVIDUAL: N/A N/A NIA DATE: SIGNATURE: X INDIVIDUAL: DATE: ZP02(TL)_0810 12/19/17 PAGE 1 OF 2 295 AGREEMENT. You want us to now provide you the equipment and/or software referenced herein ("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 will begin on the date the Equipment is delivered to you unless a later date is mutually agreed upon in writing by the parties. If a later commencement date is mutually designated, you agree to pay us an additional amount equal to the periodic payments due under this Agreement prorated for the period between the date the Equipment is delivered to you and the commencement date. We may charge you a one-time origination fee of $89.50. If any amount payable to us is past due, you will pay a late charge equal to: 1) the greater of three (3) cents for each dollar overdue or twenty-six dollars ($26.00); or Any security deposit will be returned upon full performance. NET AGREEMENT. THIS AGREEMENT IS NON -CANCELABLE FOR THE ENTIRE AGREEMENT TERM. YOU AGREE THAT YOU ARE OBLIGATED TO PAY ALL AMOUNTS DUE UNDER THIS AGREEMENT FOR THE ENTIRE TERM. PROVIDED THE EQUIPMENT OPERATES IN GOOD WORKING ORDER AS INTENDED HEREUNDER EQUIPMENT USE. You will keep the Equipment in good working order, 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. SERVICES/SUPPLIES. If we have entered into a separate arrangement with you for maintenance, service, supplies, etc. with respect to the Equipment, payments under this Agreement and amounts owed under that arrangement, 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. SOFTWAREIDATA. Except as provided in this paragraph, references to "Equipment" include any software referenced above or installed on 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 or the licensor under any license agreement. You are solely responsible for protecting and removing any confidential datalimages stored on the Equipment prior to its return for any reason. 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 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. 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 prior written notice to you. but we must provide written notice to you within thirty (30) days following the assignment.You agree that if we do so, our 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 be assertable against us or anyone else; additionaly, all obligations will remain with us. LOSS OR DAMAGE. You are responsible for any damage to or loss of the Equipmen once the Equipment is delivered to you. No such loss or damage will relieve you from your payment obligations hereunder, except where damage is the result of faulty or defective Equipment or any of its component parts. Except for claims, losses, or damages caused by our gross negligence or willful misconduct, you agree to release us and our assignee, if applicable, from any claims, losses, or damages, including attorney fees, in any way relating to the Equipment or data stored on it. In no event will we be liable for any consequential or indirect damages. INSURANCE. You agree to maintain commercial general 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 loss payee; and 2) provide proof of insurance satisfactory to us no later than 30 days following the commencement of this Agreement, and thereafter upon our written request 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 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 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. 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 the remaining payments due or to become due under this Agreement. TAXES. We own the Equipment You will pay when due, either directly or by reimbursing us, all taxes and fees relating to the Equipment and this Agreement. Sales or use tax due upfront will be payable over the term with a finance charge. END OF TERM. At the end of the term of this Agreement (or any renewal term) (the "End Date"), this Agreement will renew month to month 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 to the location designated by us, at your expense. If a Purchase Option is indicated above and you are not in default on the End Date, you may purchase the Equipment from us "AS IS" for the Purchase Option price. If the returned Equipment is not immediately available for use by another without need of repair, you will reimburse us for all reasonable 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 then current value of the Equipment. DEFAULTIREMEDIES. If a payment becomes 10+ days past due, or if you otherwise breach this Agreement, you will be in default, 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, and we may disable or repossess the Equipment and use all other legal remedies available to us. You agree to pay all costs and expenses (including reasonable attorney fees) we incur in any dispute with you related to this Agreement. You agree to pay us 1.5% interest per month on all past due amounts. 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"). 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 profit to us. The parties agree that the original hereof for enforcement and perfection purposes, and the sole "record" constituting "chattel paper" under the UCC, is the paper copy hereof bearing (i) the original or a copy of either your manual signature or an electronically applied indication of your intent to enter into this Agreement, and (ii) our original manual signature or an electronically applied indication of our intent to enter into this Agreement. If a court finds any provision of this Agreement unenforceable, the remaining terms of this Agreement shall remain in effect. You authorize us to either insert or correct the Agreement number and serial numbers. All other modifications to the Agreement must be in writing signed by each party. ZP02(TL)_0810 12/19/17 PAGE 2 OF 2 295 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. CITY: CITY OF CARSON, a municipal corporation APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney Itil CONSULTANT: ADVANCED IMAGING STRATEGIES, INC., a Cali f07 corporation By: Name: ller Name: Francine Do TWr,CFO / COO Address: 371 Corporate Terrace Circle, Suite 101 Corona, CA 9 879 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.