HomeMy Public PortalAbout2023-64 Selecting Dex Imaging, LLC for copier machine rental and maintenance servicesRE SOLUTION NO. 2023-64
A RE SOLUTION OF THE VILLAGE COUN CIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, SELECTING
DEX IMAGING, LLC, FOR COPIER MACHINE RENTAL
AND MAINTENANCE SERVICES IN AN AMOUNT NOT TO
EXCEED $98,525.07 FOR A 63-MONTH TERM;
PROVIDING FOR AUTHORI ZATION; AND PROVIDING
FOR AN EFFECTIVE DATE.
W HERE AS, the Village of Key Biscayne desires (the "Village") copier machine rental and
maintenance services (the "Services") to provide effective administration of Village services; and
W HERE AS, three quotes for the Services were received by the Village; and
W HERE AS, after review and evaluation of the submitted quotes, the Village Manager
recommended that Dex Imaging, LLC, (the "Contractor") be selected to perform the Services as the
lowest responsive and responsible bidder; and
W HERE AS, the Village Council desires to select the Contractor to provide the Services
and authorize the Village Manager to negotiate and execute an agreement with the Contractor in
an amount not to exceed $98,525.07 over a contract term of 63-months, in accordance with the
Contractor's quote (the "Quote") attached hereto as Exhibit "A"; and
W HERE AS, the Village Council finds that this Resolution is in the best interest and
welfare of the residents of the Village.
NOW, THERE FORE , BE IT RE SOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals. That each of the above-stated recitals are hereby adopted,
confirmed, and incorporated herein.
Section 2. Selection. That the Village Council hereby selects the Contractor for the
Services.
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Section 3. Authorization. That the Village Council hereby authorizes the Village
Manager to negotiate and execute an agreement with the Contractor in an amount not to exceed
$98,525.07 over a contract term of 63-months, in accordance with the Contractor's Quote attached
hereto as Exhibit "A."
Section 4.
adoption.
Effective Date. That this Resolution shall be effective immediately upon
PASSED and ADOPTED this 10th day of October , 2023.
ATTEST:
JO~B.KO
VILLAGE CLERK
WEISS SEROTA HELFMAN COLE & BIERMAN, P.L.
VILLAGE ATTORNEY
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E X H IB IT A
MASTER AGREEMENT
imaging
CUSTOMER ("YOU" OR "YOUR")
AGREEMENT NO.:
FULL LEGAL NAME Village of Key Biscayne FEDERAL TAX ID#:
ADDRESS: 88 West McIntyre Street
EQUIPMENT AND PAYMENT TERMS
Key Biscayne FL 33149
TYPE, MAKE, MODEL NUMBER, SERIAL NUMBER, AND INCLUDED ACCESSORIES SEE ATTACHED SCHEDULE
1 Canon DX C5840i
1 Canon DX C5840i
1 Canon DX C5840i
1 Canon DX CS840i
1 Canon DX C5840i
1 Canon DX C5840i
1 Canon DX C5840i
1 Canon DX CS840i
1 Canon DX CS840i
Eau1PMENTLOCATION: 88 West McIntyre Street Key Biscayne. FL 33149
TERM IN MONTHS: 63
SECURITY DEPOSIT: __
MONTHLY PAYMENT AMOUNT': $1563.89 ('PLUS TAX)
END OF TERM PURCHASE OPTION
INDICATE PURCHASE OPTION - IF NO PO IS INDICATED OR IF MORE THAN ONE IS INDICATED, YOUR PURCHASE OPTION WILL BE FAIR MARKET VALUE.
PURCHASE OPTION (FAIR MARKET VALUE (FMV) OR $1.00 ($1) FMV
CONTRACT
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'S) 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.
CUSTOMER'S AUTHORIZED SIGNATURE
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 Above)
CUSTOMER SIGNATURE PRINT NAME & TITLE DATE
LESSOR ("WE" "US", "OUR")
Dex Imaging. LLC
LESSOR
5109 W Lemon St Tampa, FL 33609-1102
SIGNATURE PRINT NAME & TITLE DATE
016089-UP02_0122-2 PAGE 1 OF 2 291
A D D IT IO N A L T E R M S A N D C O N U I I ICJ N S --- -
1. AGR EEM ENT. You want us to now provide you the equi pment and/or software referenced herein, together wtth all replacements, parts, repairs, addttions and acc essions incorporated therein or attached thereto,
excluding equipm ent m arked as not rinanced under this Ag1ecmenl ('Equipment') and you uncondilionaUy agree to pay us the amounts payable under the terms of this agreement rAgree ment') each period by the
due date. This Agreem ent is binding upon our acce ptance hereof and will begin on the date the Equipment is delivered to you or any later date we designate. We may ch arge you a one-lime origination fee of
$75 00. If any am ount payable to us is past due, you will pay a late charge equal to: 1) the gre ater of seven (7) cents for each dollar overdue or 2) the highest lawf ul ch arge, if less. Any security deposit will be
return ed upon full perform ance W e m ay charge you a lee of up to $50.00 for filing, searching and/or tilling costs required under the Uniform Commercial Code (UCC) or other laws. If for any reason your check is
return ed for nonpaym ent, you will pay us a bad check charge of $30 or, If less, the maxim um charge allowed by law
2. NET AGR EEM ENT. THIS AG REEMENT IS NON-C ANCELABLE FOR THE ENTIRE AGREEMENT TERM. YOU AGRE E THAT YOU ARE UNCONDITI ONALLY OBLIGATED TO PAY ALL AMOUNTS DUE
UND ER TH IS AGREEM ENT FOR THE ENTIRE TERM. YOU ARE NOT ENTITLED TO REDUCE OR SET-O FF AGAINST AMOUNTS DUE UNCER THIS AGREEMENT FOR ANY REASON.
3. EQUIPM ENT US E. You will keep lhli Equipment in good worll ing order, fru and ds ar of all livn• and claims, use ii for busineE< purpos11s only and no\ modify or movo it from ito initiol looolion without our
cunsont You agree that you will not take the Equipment out of serv ice and have a third party pay (or provide funds to pey) the amounts due hereunder. You will co mply with all laws, ordinances, regulations,
requi«i m enls end rules relating to the use and operation of Iha Equipment. W e will have the right, at any reasonable time, to inspect the Equipment and any documents relating lo tts use, maintenance and repair.
4. SERVICES/SUPPLIES. If we heve ent ered into a separate arrangement with you fo r meinlenance, servi ce, supplies, etc. with respect lo the Equipment, payments under \his Agreement may include amounts
ow ed under that arrangem ent, which am ounts may be invoiced as one payment for your convenience. You agree that you will look solely to us for performance under any such arrangement end for the delivery of
any applicable supplies
5. SOFTW ARE/DATA. Except as provided in this paragraph, references to "Equipment" include any soltware referenced above or installed on lhe Equipment. We do not own the software and cannot transfer any
interest in ii to you. W e are not responsible for lhe softw are or the obligations of you or lhe licensor under any license agreement You ara solely resp~nsibla for protecting and removing any confidential data/images
stored on th e Equipm ent prior toils return for any reason
6. LI M ITATION OF W AR RA NTIES. EXCEPT TO THE EXTENT TH AT W E HAVE PROVIDED YOU A W ARRANTY IN W RITING, W E MAKE NO WARRA NTIES, EXPRESS OR IMPLIED, INCLUDING
WAR RA NTIES OF M ERCHA NTABILI TY OR FIT NESS FOR A PARTI CULA R PURPOSE. YOU CHOSE ANY/ALL THIRD-PARTY SERVICE PROVIDERS BASED ON YOUR JUDGMENT. YOU MAY CONTACT
US OR TH E MANUFACTU RER FOR A STA TEMENT OF TH E W ARRA NTIES, IF ANY, THAT THE MANUFACTURE R IS PROVIDING. WE ASSIGN TO YOU ANY WARRA NTIES GIVEN TO US,
7. ASSIGNM ENT. You may not sell, assign, or sublease the Equipment or this Agreement wilhoul our wrtlten consent W e may sell or ass ign this Agreement and our rights in lhe Equipment, in whole or in part, to a
lhird party w ilhoul notice to you. You agre e that If we do so, our assignee will have our as signed rights under this Agreement but none of our obligations and will not be subject to any claim, defense, or
set-off that m ay be assert able against us or anyone else.
8. LOSS OR DAM A G E You are respon_sible fo r any damage to or loss of the Equipment No such loss or damage will relieve you from your payment obligations hereunder. Any insurance proce eds received
re laUng to inS\J ran ce you 0b lain wi ll be appYed , at our option, to re pair or replace lhe Equipment, or to pay us the remaining paym ents due or to beco me due under !his Ag reem ent, plus ou r boo ked residUJI , both
disco unted al 2% pe r aM um Ex ce pt for claims. losses, or dam ages ca used by our grass negligen ce or willful misco nduct, you eg rae to mdemnify and defend (with counse l aCGC pta ble 10 us and ou r assignee) us
and our assignee, if app l~11Ia, ag ainst. any claims, losses or dam ages. includi ng attorn ey (ees, in any way relating Jo lhe Equipment or data stored on it. In no event will we be liable for any conseque ntial,
ex em pl ary . or indirect dam ages
9. INSU RA N CE You agree to mainta in comm ercial general liability insur ance acce ptable to us and to include us as an additional insured on the policy, You also agree to: 1) keep the Equipment fully insured
against loss at its replacem ent cost, with us named as lende/s loss payee; and 2) provide proof of insurance salisfactory lo us no later than 30 days following the commencement of this Agreement, and lhereaner
upon our w ritten request. If you fail to m aintain property loss insurance satisfactory to us and/or you fail to timely provide proof of such insurance, we have lhe option, but nol the obligation, to do so as provided in
either (A) or (B) as follows, as determ ined in our discretion: (A) W e may secure property loss insurance on the Equipment from a earner of our choosing in such forms and amounts es we deem reasonable lo protect
our interests. If we secure insurance on lhe Equipment, we will not name you as an insured party, your interests may not be (ully pro\ecied, and you wilt reimburse us the premium (and an insurance lee) wh>eh may
be higher th an th e pre m ium you would pay if you obtained insura nce and an insurance fee. and which may result in a ptllfil to us lhf ough an investment 1n remsurance or othe!Wi se. If you are wrre nt in all ol yo111
obligations under the Agreem ent at the tim e of loss, any insurance proceeds received relating to insurance we oblain pursuM I lo this :ru bse&tion (A) will be opplled, at our option. lo repair Of replace the Equipment,
or to pay us the rem aining paym ents due or to become due undei this Agreement, plus our booked residual, both discounted at 2% per annum. (B) W e may charge you a monthly property dam age surcharge of up to
.0035 of the Equipm ent cost as a re sult of ourcr edil risk adminisva tive (;O SIS or other costs , as would be further descri bed on a letter from us to you. W e may make a profit on this program. NOTHING IN THIS
SECTION W ILL RELI EVE YOU OF YO UR RESPONSIBILITY FOR UABILlfY INSURANCE ON THE EQUIPMENT You authorize us lo sign on your behalf and appoint us as your attorney-in-fact to endorse in your
nam e any insura nce dralts or checks issued due lo loss or damage to the Equipm ent.
10. OW N ERSH IP/T AXES. Unless Iha $1 00 Purc hase O ption is select ed, we own the Equipment. You will pay when due, either directly or by reimbur.;ing us, all taxes and fees relating to the Equipment and this
Agreem ent, including estim ated final-year personal property tax If we pay any tax es or olher expenses thal you owe hereunder, you agree to reimburse us when we request and to pay us a processing fee for each
expense or charge we pay on your behalf Sales or use tax due upfro nt will be payable over the term with a finance charge If the $1.00 Purchase Option is selected, you acknowledge lhel t) the Agreement shall be
deem ed to be a conditional sales conlracl, 2) any ownership we have in the Equipment will be deemed lransferred lo you upon the commencement of the Agreement, and 3) you agree to file any required personal
property tax return s relating lo the Equipment. If this Agreement is deemed to be a secured transaction, you hereby granl us a security interest in the Equipment (and all addilions thereto, replacements thereof, and
pro ceeds) to secure your obligations under the Agreement and any other agre em ent with us, to be released at the end of the term provided you have perform ed all of your obligations under this Agreement. You
auth orize us to re co rd UCC financing statements to pro tect our interests in the Equipment. You also agree lo indemnify us on an after-lax basis against the loss of any tax benefits anticipated by us at the
co m m encem ent of this Agreement arising out of your acts or om issions
11, ENO OF TERM . Al l~e end of the term or this Agre em enl (or any renewal 1erm ) (Iha 'End Date"J, this Ag reement wii renerI ma oth to monlh unless a) we rec elvo written notice from you. at leaal 30 but no more
lhan 120 day s prior to !he En d Date. cf your intent to puri:hase or relllrn the Equipment and b) you timely purchas e or Ieturn lhe Equipment lo the locahon designated by us. al you1 expeflSl!_ If lhO Fntr Markel Value
Pu,chase Option is selet!ed and yQu are nel m delaull on lho End Dale. you may putth eso the Equipment lrom us "AS IS' for ,Is fair Ma/k el Value. If tho returned Equipment is not Immed iately available for un by
another w rthout need of tepa~. you will reimburse us for ell repair coS!S . You ca nnol pay Q!f th,s Agreement or return the Equipment prior to the End Date Without our consent I! we con!'enl, we may charge you, in
addition to other am ount s owed, an early lermina lio n fee equal to 5% or!He pries of the Equipment. Agreemenl• witll a $1 .00 Purchase Option selected win nol ronaw_
12. D EFAULT/REM EDIES. You will be in default t (a) you do not pay any payment or olher sum due to us or any other person when due or if you fail to perfonn in acc ordance with 1he co venants, terms and
condnions of this Agreem ent or any olher agreement with us or any of our alfiliates or any material agreement with any other enlily, (b) you make or have made any false slatemeni or misrepresentation lo us, (c) you
or any guarantor dies, dissolves or term inates existence , (d) you or any guarantor here of file or have filed against you a petition for relief under the federal Bankruptcy Code or any similar federal or stale law, or if
there occu rs a m olonal adve rS e th ange in your or any guar.i nt~(s finantral, business , "' opera!ng c.o nd1tion, or (e) any guarantor defaults under any guaran ty for Ulis Agreement If you lln! eve r in default, al our
option, w e can term inate lhls Agreement and we may require lhel you return the Equipment to us at your upen,rn and pay us· 1) att past due amounts and 2) all remsill ing payments (or. the unexpirect term, plus qur
booked re si dual, bolil discou nted at 2% pe r annum ; and we may disable or re l)OS sess the Equipment require you to stop uw g any so11W a111 an d use an o1h er legal remedies available ta us You agree to pay all
costs and expenses (in cluding reaso nable attorn ey fees and reposses sion cosls) we incur in any dispute wilh you related 10 lhis Agrcemenl You agree lo pay us 1.5% mte<esl per monl11 on all p_ast due amounla.
Any delay or failure to enforce our rights under this Agre em ent wiB not preveo l u, rtom eJ1 for-m9 ~ny righls al a Isler time. If inter est is charged or colletled io excess or the maximum lawful rale, we w,11 retund such
excess to you, w hich will be your sole remedy
13. UC C. II we assign rights in this Agreem enl for financing purposes, you agree that this Agreement, in the hands of our assignee, is, or shall be lreated as, a "Finance Lease" as lhal lerm is defined in Article 2A of
the Uniform C om m ercial Code ("UCC'1- You agree to forgo the rights and remedies pro vided under sections 507-522 of Article 2A of the UCC.
14, LIM ITATION ON CHARGES. This section conlrols over every other part of this Agreement and over all documents now or later pertaining lo the Agreement We both intend to comply wilh an applicable laws In
no evenl will w e charge or collect any am ounts in excess of lhose allowed by applicable law Any pert of this Agreement lhat could, but for this section, be read under any circumstance to allow for a charge higher
than Iha! allowable under applica ble legal lim it, is lim iled and modified by this section to limit the amounts ch argeable under the Agreement lo the maximum amount allowed under the legal limit. If in any
circum stance, any am ount in excess of th at allowed by law is ch arged or received, any such charge will be deemed limited by the amount legally allowed and any amount received by us in excess of that legally
ellow cd will be applied by us to the paym ent of emounts logolly owed under the Agreement, or refunded to you.
15. MISC ELLANEO US. All indemnities in this Agreomenl shall survive the termination of this Agreement This Agreement is the entire agreement between you and us relating to our providing and your use of the
Equipm ent and supurs edos any prior repres cnlalions llr agreem ents, 1ncludln9 any pur-hase orde,s. Any fees and amounts payable under this Ag,eement, including any estimated tax payments, may include a profit
to us The parties agree lhal 1h15 Agreem en t and snv rela1ed docurnenls. hc1eI0 may be ~ulhenlicaled by eleclronic means The parties agree that the sole original hereof for enforcement and pertection purposes,
and the sole "record" conslrtullng "Clul llcl paper" under lhe UCC. is Iha pupet copy hereof beanng (1) lhe original or a copy of either your manual signature or an elaclronically applied indication of your intent to enter
into th is Agreorn enl. and (u) our original manual slgnelure '(ou agree nol I0 ra ise as a defens e to tho enforcement of this Agreement or any relaled documents that you executed or authenticated such documents
by electronic or dlgdal m eans or !hel you used racsim,fe or other elei:tronic moans to tra nsmit your $lgnalure on such documents. Notwtthstand,ng anything lo lhe co nuary herein, we rese,ve the 11gnt to require you
to sign !his Agro em enl or a11y 1elaie d dow menls here to manually I! a co urt finds :.my provision of Ll\is Ag reem ent unen fom rallle, !he 1emain:Tig terms of lhis Agreemen t sh 2!1 rem ain in ettect . You aulliorize us to
eithar insert or co noc l your legal name, the Agreemenl number, serial numbers, model numbers, beginn,ng date. and signature dale All othor modifrcallon~ 10 lho Agreemen t must be in writing signed by each pa,ty
Wi thin 30 days after our. or rl a.s ,gntd, our a;signess roque.t, yov w,11 daiivar all requested information (rnclud,ng current financial s!alements and/or lax returns ) wh1th we deem reasonably neces,;ary ta determine
your cuITenl financial condilion and faithful perform ance of lhe lerms hereof. You autno nze us or our assignee to (a) obtain credit repo~s or make credit inquiries in conne(lion with this Agreemenj, and (b) provide
your credit applica tion and infonm ation regarding your acco unt to credit reporti ng aQ8ncies, potential assignees, and parties having an eco nomic internst in this Agreement and/or the Equipment. To help the
govern m ent fighl !he funding of terrorism and money laundering eclivilies, U.S. Federal law requires financial institutions to obtain, verify and record information that identifies each person (individuals or businesses)
who opens an account. W hat this means for you: when you open an account or add any additional servi ce, we will ask for your name, address. federal employer identirication number and other information that will
allow us to identify you W e m ay also ask to see other identify ing documents.
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