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Res. No. 190-08-12787 addendum addedRESOLUTION NO. 190 -08- =12787 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, AUTHORIZING THE CITY MANAGER TO ENTER INTO A THREE YEAR COPIER LEASE AGREEMENT WITH BANK OF AMERICA IN THE AMOUNT OF $28,164.00 A YEAR AND BARLOP BUSINESS SYSTEMS FOR A THREE YEAR MAINTENANCE AGREEMENT OF CITY WIDE COPIERS IN THE AMOUNT OF $11,664.00 A YEAR PLUS ANY COPIER OVERAGES AND CHARGING THE DISBURSEMENT TO ACCOUNT 001 - 1320 - 513 -4710 TITLED PRINTING /BINDING /PHOTOCOPY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, our current lease for city wide copier equipment and maintenance agreement will expire 12/1/08; and WHEREAS, quotes were requested from different vendors in accordance with city competitive bidding procedures; and WHEREAS, Barlop Business solutions is an authorized dealer and distributor of Lanier & Ricoh products; and WHEREAS, Barlop Business Systems, will provide the maintenance of the lease equipment and will provide emergency maintenance calls, regular maintenance and all supplies except staples and paper during the term of this lease; and WHEREAS, Bank of America will be the leasing company of the equipment; and WHEREAS, the lease and maintenance agreement shall be effective December 1, 2008 through November 30, 2011; and NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA THAT: Section 1. The City Manager is authorized to execute a contract with Bank of America in the amount of $28,164.00 a year provided that there are no material changes to the terms of the contract as described in this resolution. Section 2. The City Manager is authorized to execute a contract with Barlop Business Solutions in the amount of $11,664.00 a year plus copier overages incurred during the term of the agreement provided that there are no material changes to the terms of the contract as described in this resolution. Section 3. This amount will be charged to account 001- 1320 -513 -4710 titled, printing /binding /photocopy with a current account balance in the amount of $40,664.00 for fiscal year 08/09 with all future budgets reflecting the annual agreement amounts stated on this resolution. Pg. 2 of Res. No. 190 -08 -12787 Copier resolution 10 -2008 Section 4. This Resolution shall take effect immediately upon approval. PASSED AND ADOPTED this 18thday of November 2008. \,GITY CLERK READ AND APPROVED AS T FORM: CITY ATTORNEY COMMISSION VO E: 4 -0 Mayor Feliu: Yea Vice Mayor Beasley: Yea Commissioner Beckman: Yea Commissioner Palmer: Yea Commissioner Wiscombe: South Miami a�iAmencacml CITY OF SOUTH MIAMI � ®� OFFICE OF THE CITY MANAGER INTER - OFFICE MEMORANDUM 2001 To: The Honorable Mayor Feliu and Members of the City Commission Via: W. Ajibola Balogun, City Manager' "' ' ' From: Kathy Vazquez, Purchasing Manage 07 Date: November 18, 2008 Item No.: Subject: Approval for a three year lease and maintenance contract for city wide copiers. A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOU FLORIDA, AUTHORIZING THE CITY MANAGER TO ENTER INTO ; THR COPIER YEAR AMERICA IN THE AMOU OF ,. 00 A YEAR AND c• •• BUSINESS SYSTEMS FOR MAINTENANCE AGREEMENT OF • E COPIERS IN THE AMOUNT •. 00 A YEAR PLUS ANY COPIER OVERAGES DISBURSEMENT TO ACCOUNT 001-1320-513-4710 TITIL PRINTINGIBINDING/PHOTOCOPY; AND PROVIDING FOR AN EFFECTIVE DATE. Request: Authorizing the City Manager to sign a three year lease agreement with Bank of America and Barlop Business Systems for the maintenance and overages of the equipment. Reason /Need: The attached new three -year lease and maintenance contract will replace the existing contract that expires on 12/1/08. The new contract is for the replacement of all city copiers with new equipment. In an attempt to consolidate the need of separate equipment, these multifunctional copiers will offer features that include fax, scanning, network connection to allow the copier to be used both as a printer and scanner. The two larger copiers will have an added feature to include 3 -hole punching. This contract will reflect the replacement and upgrade from a black and white copier to a color copier for the Parks and Recreation Department, the addition of a desk top for the Senior Center and an upgrade in the equipment located outside the Finance Department. Cost: Annual lease and maintenance fees of $39,828.00 plus copier overages based on usage are included in the approved 2008/2009 budget with a current balance of $40,664.00. Funding Source: Account 001 - 1320 -513 -4710 titled Central Services Printing / binding / photocopy. Backup Documentation: • Proposed Resolution. • Proposed Lease agreement. • Proposed Maintenance Agreement. • Tally of Quotes. 5376 N.W. 68th Street Miami, Florida 33166 Tel: 305 - 594 -0470 Fax: 305 - 594 -2189 SALES /SERVICE REP E -MAIL: Service @Bariop.Com HTTP: /IWWVV.13arIop.Com ; USTOMER NAME ACCOUNT No. (SHIP TO) CONTACT PHONE NO. CITY OF SOUTH MIAMI KATHY VAZQUEZ (305) 663 -6339 SHIP TO ADDRESS CITY STATE ZIP CODE 6130 SUNSET DRIVE SOUTH MIAMI I=L r 33143 BILL TO ADDRESS CITY STATE ZIP CODE 6130 SUNSET DRIVE SOUTH MIAMI FL 33143 P.O.# EQUIPMENT INSTALL DATE E -MAIL ADDRESS FOR SERVICE CONTACT JIFAXNUMBER K VAZOUEZ(cDCITYOFSOUTHM IAMI.NET MACHINE AND ACCESSORIES BILLING OVERAGES* MODEL DESCRIPTION SERIAL NUMBER INTERVALS PER COPY amount BASE CHARGE 12 EACH DIGITAL COPIERS cents cents CONTRACT START: DATE SUBTOTAL START BLK METER READING: SALES TAX START CLR METER READING: TERMS: DUE UPON RECEIPT TOTAL MINIMUM CHARGE $ - [ X] I I I I *BILLING INTERVALS MONTHLY QUARTERLY ANNUAL *BILLING INTERVALS LIMITED ON SOME PROGRAMS MONTHLY BILLING - BASE OF $ 972.00 BE BILLED EACH MONTH, PLUS SALES TAX ( WHERE APPLICABLE) 935.000 BLACK COPIES INCLUDED IN EACH BASE CHARGE EXCESS COPY CHARGE OF $ 0.009 PER BLACK COPY. COLOR COPIES INCLUDED IN EACH BASE CHARGE EXCESS COPY CHARGE OF $ PER COLOR COPY. —� 1UARTERLY BILLING - BASE OF $ TO BE BILLED EACH QUARTER, PLUS SALES TAX (WHERE APPLICABLE) BLACK COPIES INCLUDED IN EACH BASE CHARGE EXCESS COPY CHARGE OF $ PER BLACK COPY. COLOR COPIES INCLUDED IN EACH BASE CHARGE EXCESS COPY CHARGE OF $ _ PER COLOR COPY ANNUAL BILLING- ALL ANNUALLY BILLED CONTRACTS ARE ON A TIME OR USAGE BASIS. WHICHEVER OCCURS FIRST AT AN ANNUAL BASE CHARGE OF $ or BLACK COPIES EXCESS CHARGE OF $_ PER BLACK COPY. ANNUAL BASE CHARGE OF $ or COLOR COPIES EXCESS CHARGE OF $_ PER COLOR COPY. PERFORMANCE X The above described copier shall be conditionally warranted by BARLOP INC. for as long as the above PLAN A described Customer shall own this machine. This warranty shall cover parts, labor, drums and supplies CUSTOMER ACKNOWLEDGMENT (excluding paper, staples, and shipping cost for supplies.) * Connected device's and sales tax are PLAN A subject to the terms and conditions on reverse. PERFORMANCE ❑The above described copier shall be conditionally warranted by BARLOP INC. for as long as the above PLAN B described Customer shall own this machine. This warranty shall cover parts, labor, drums (excluding CUSTOMER ACKNOWLEDGMENT consumable parts, paper, toner, staples and shipping cost for supplies.) * Connected device's and sales PLAN B tax are subject only to the terms and conditions on reverse- PERFORMANCE above described copier shall be conditionally warranted by BARLOP INC. for as long as the above PLAN C ❑ described Customer shall own this machine. This warranty shall cover parts, labor (excluding drums, CUSTOMER ACKNOWLEDGMENT Copsumable parts, paper, staples, toner, master rolls, thermal record head and shipping for supplies.) PLAN C * Connected device's and sales tax, are subject only to the terms and conditions on reverse. ONLY PAY FOR COLOR COPIES MADE AT $0.065 CENTS PER COPY. SERVICE MANAGER APPROVAL DATE *COVERAGE NOT IN EFFECT UNTIL PAYMENT RECEIVED CUSTOMER ACCEPTANCE CUSTOMER NAME DATE AUTHORIZED CUSTOMER SIGNATURE TITLE *SEE TERMS AND CONDITIONS ON REVERSE Payments made during the lifetime of this Agreement must be on a regular basis. Any variation can result in the cancellation of your contract. This Agreement will automatically renew for additional term on the same conditions subject to Inflationary cost increases unless customer gives aARLOP 30 days notice and is not valid unless approved by an authorized Manager. PERFORMANCE ASSURANCE PROGRAM BARLOP INC. (hereafter caged BARLOP) and purchaser (hereafter called CUSTOMER) TERMS AND CONDITIONS ' L CUSTOMER'S RESPONSIBILITIES A Customer will Provide a meter reading at mordhlytquarterfy intervals fa the purpose of maintenance and bgllg. All copies in excess of the amount included in the base charge are subject to a maintenance meter Idling. LU TTATIONS (coatlnuedp t y G. This agreementexbntls only to the original Customer and is nontransferable. This Agreement cannot be honored Rthe equipment is moved out of BARLOP'S normal service area if the equipment is moved beyond SARLOP'S service zones. Buyer agrees the Contract shall be deemed tem mated by Buyer. B. Customer agrees to pay imoices promptly. Should Customer be delinquent for more than thirty (30) H. The transfer of equipment to a dignentzone wilhm the service area subjects the Contract days BARLOP at its option may cancel this Agreement without nogce. to the applicable rate far the new zone. C. Customer agrees to nobly BARLOP prior to preventative service ltemas as indicated on fmntside hereof, D. Customer agrees to promptly land, BARLOP of any problems a malfunctions eAth the systems and cease usage of the systems untd cometion of such problems are made. . E Customer agrees muse all famished supplies only for copy making purposes In the system indicated on the front side hereof F. Customer agates that in the event BAR LOP does not receive current monthry /quarbollnoat copy counts, the Customnwig receive a monthtytquanadyfannual biting for the base amount The next sequential Idling wild have excess mater billing for the previous and currentbbfmg periods. G. Customer agrees that at supplies famished hereunder including consumable pars such as drums, remain the propedy'of BARLOP will said supplies are consumed to the exsntthat they may not be further utilized I the copy making process. H. Customer shelf provide an equipment key operator far each shift of position and shall, at BARLOP'S request, present operators fa instruction in use and care of the equipment 1. PLAN A ONLY - BARLOP guarantees to respond to emergency servicecals within five business hours to all Customers making within a twenty-five mile radius of an authorized BARLOP location. In the event that SARLOP fails to meet its 5-bouremergency response time guarantee, and Customnwshes to avail itself for the $2540 aru t Customer must an* a SARLOP service manager within kdyeighthours of BARLOP'S Were to respond. Service Manager shall issue a coupon valid fora $25.00 credit on more purchasing. Emergency response pertains to inoperative equipment only. J. PLAN A ONLY — Customer agrees bear will be used modusiveir in contracted equipment listed above. Customer further agrees If toner usage is deemed excessive Customer agrees to pay for excessive War at SARLOP current published price . a a Customer will provide suBable connection for wnnected equipment and requiredcabling to connect to device. 1) Customer agrees to pay for sales tax on Performance Assurance Programs, R "1151YVYYORf.9 A. The charges under this contract an all spect ically exclude coverages fa the follwng: 1) repairs resulting firm causes other than normal use: such as abuse, a msuse by the operators including witlwut BnBation, damage to expierdrams; and we at unauthorized supplies. It shall also exclude accidents, damage due btransportation, unsuitable or failure of electrical power, and failure 2) repairs made necessary by service pedamed other than by BARLOP or its authorized representatives. 3) service calls or work which the Customer requests to be performed outside BARLOP'S business hours (Monday through Friday, 8:38 an to 5:00 pm. excluding weekend and holidays. except that such aft hours work may be amenged by separate contract and payment of additional charges. 4)mcondifioning, rebuikfing,ovethadingamodificallon lithe equipnentemeptthosespectied by . the auNor¢ed BARLOP representative to assure beberpertamanceof the equipment 5) al optional equipment unless othewise specified on thefrontof this agreement B. PLAN AONLY —This agreamentshall be honored by BARLOP only w ling as Customer agrees magma, to perfma an I shopm wulikuning atthe and of the of the fourth yearof ownership of the equipment and every fourth year thereafter. BARLOP warrants the cost of such recendifioning will not exceed a sum equal to twelve times the monody mimmumcharge than In effect the above deocnbed equipment In the event that BARLOP deems that that it would be advisable, BARLOP retains the option of substibting a charge of Reconditioned machme of sanilarmake and model for the equipment described above and . subject to the charges of ft Contact ' C.IR the want that 4snecessary to remove the equipment to BARLOP'S facility, for repay. BARLOP Wit provide transportation to and from the "ice point and wit provide a similar machine wfieneverpossible, Customer agrees to pay the standard m undhWquadertamlual charge and menage. PLAN A ONLY D. BARLOP will not be liable for any failure of delay I performance due in whole ain panto my cause Beyond BARLOp'S control, Icludng but not kinked to work stoppages, fires, civil disobedience, dos, Rebel5mm, acs of god and similar occurrences. E. Them are no express or implied warranties, including the implied warranties of merchantability and (Mess for a particular purpose, not specified herein respe mil thin Agreement for the services provided. This Agmementrepresens the entire agreement between the parties and supersedes all prioraal and whom proposals and commumaatbns. L BARLOP reserves the fight to Indent at equipment to be covered under this Agreement to determine that it is in goad mechanical condition on the elective date of the Agreement Should the equipment require Moak or overhaul for acceptance, such repairs, grequested. will be made at BARLOP'S then current hourly rate plus parts. BARLOP reserves the right to discontinue this Agreement on any machne fathe bllwing reasons: 1) the machine is not being used In accordance with intended purposes 2) lack of proper operator maintenance between scheduled inspections 3) abuse of equipment by the operators 4) equipment requires in shop repak or overhaul but approval to proceed has been denied. 5) I th e event pads am no longer available to BARLOP bout the man uhcbrer of the equipmenL J. Customer's exclusive remedy and BARLOP'S entire liability in Contract, or olhenvse, will be to make all necessary adjustments and mpa'v. (a at BARLOP'S option mplace a solaium equipment) to keep the equipment in good operating condition in accordance with the manufacturees policies then in effect K. in no event wig BARLOP be fable for any indhec, special or consequential damages arising out of this; Agreement or the use of any equipment and services provided under this Agreement 1) BARLOP is not responsible, fa software provided by equipment manufacture (please read enhance, license hems and conditions at tme of inslaulatm) nor be responsible for nebmrk preventing equipment to function as printer, scanner, scan to e-mag. Our performance Assurance Program shads at connection ports of equipments. All software is to be installed By customer I.T. personeL 2) Data Always at Risk In repass of a had disk or sisal a data storage device or media, we cannot guaranly the imegdly of the data during the repair process. it's the responsibility of the customer to back up data and applications and provide fa data security L The amount of this agreement shah lie increased by an mount equal to arty applicable tax now a Investor assessed, Ivied or imposed by a federal, state or local authorily M. BARLOP INC. has the right to increase this agreement rate at the beginning of each renewal term without notice. N. Under PLAN A SARLOP will replace without charge parts, which have broken atom through use and are necessary to machine servicing and maintenance a4ustments, not including expendables such as paper, staples and wWW towns. BARLOP agrees to fumsh audw ized supplies and dmmswhich shall be delivered at accepted intervals and in suffnient quantifies an usage history dictates and as determined by BARLOP. O. Under PLAN B BARLOP will replace without charge parts which have broken awom through use and are necessary to machine servicing and maintenance aduslmens, not including expendables such as paper, Inner, dmeleper, staples, master, feed bell, lamps, and panels, P. Under PLAN C SARLOP wail replace without charge pads which have broken awom through use and are necessary to machine servicing and maintenance adjustments, not including expendables such as paper, inner, developer, staples, master, feed belle, lamps, photoconductor drums, panels, and thermal recording heads. 0. No one is authorized to change, alter, a amend the tensor conditions of this agreement unless agreed to I writing by both parties. R. BARLOP reserves the right to refuse ceders for Maintenance Agreements where service is not available or I remote areas. S. TWO Contact does not provide fin the repla ementof consumable supplies. Installation of paper, developer, toner may be pedomm l without charge 0 the service technician is present for service masons. AchaMe ,atBARLOP'Snmmathoudymfe,wi0bemade ifaspecialmilsmque Ldfathe - purpose of installing 7hesebertts. m. CANCELLATION AND DEFAULT A This agna mentmay be terminated by enter party a of the fast day of the month folbvdng30 days wriaen notice. In the want termination, charges wll be preraledand BARLOP will refund the unearned potion of any amount prepaid has an early caaatiation fee equal to 10% of the ev sting cast B. Should Customer fail to pay momhytquartedy /annual b0lingor other charges as may be Called for under this Contact within thirty (30) days of the submission of the invoice. BARLOP may at its option. 1) refuse to continue service of the equipment or 2) furnish service only on a C.OM.'per bar bass. C. Customer agrees to pay a finance charge of 1.5% per month on any past due balance. Further, Customer agrees to pay all toss of collection including reasonableaftomey's fees whether suit be brought or not incurred by BARLOP INC. I collecting any past due balance a recovering any equipment All payments shall be made to BARLOP INC. at its offices in DADE COUNTY, FLORIDA D. Upon cancellation Customer agrees to pay fa all parts, labor and supplies rendered during cancelled Contracperiod. Bankof America unodpal Lease Agreement Administration Center, PO Box 7023, Troy, Michigan 48007 -7023 Fax To: 800.436_9579 Page I of 2 Contract Number: ® ®�� Dear Customer: This Municipal Lease ( "Lease ") is written in simple and easy -to -read language. Please read this Lease thoroughly and feel free to ask us any questions you may have about it. The words YOU and YOUR refer to the Lessee. The words WE, US and OUR refer to the Lessor, Banc of America Leasing & Capital, LLC, a Delaware limited liability company. 157111. MU Address City kDE FL 33143 County State Zip Complete Equipment Location only if different from billing address Rhajuln 6E9entC @Ne12rB tY0®n Quantity 1 Manufacturer LANIER Model Number LD270 Description Serial Number 1 LANIER LD260 6 LANIER LD433 2 LANIER LD430C 2 LANIER LD016 (months) ❑ Security Deposits) $ 0 0 FMV (defined in Section 18) ❑ $1 Plus AppucabieTaxes - See Section it 91 Monthly ❑ Quarterly 36 ❑ Advance Payments) $ 0 ❑ Other: S 2,347.00 ❑ Semi - Annual ❑ Annual (;w:i fr�Ilil �ll, IMPORTANT: NEITHER THE SUPPLIER NOR ANY SALESPERSON ARE OUR AGENT, THEY HAVE NO AUTHORITYTO SPEAK ON OUR BEHALF OR MAKE ANY CHANGES TO THIS LEASE. THEIR STATEMENTS WILL NOT AFFECT YOUR RIGHTS OR OBLIGATIONS UNDER THIS LEASE. 1. LEASE AGREEMENT; PAYMENTS: We agree to lease to You and you agree to lease from us the equipment listed above or identified in any attached Equipment Schedule ( "Equlpment Schedule"), together with all replacements, parts, attachments, accessories and substitutions therefor ('Equipment"). You promise to pay us the Lease payments according to the terms of the Payment Schedule shown above or any Equipment Schedule hereto, plus all other charges (see Sections 4, 9, 11, 13, and 19). 2. GENERAL TERMS; PAYMENT ADJUSTMENTS; EFFECTIVENESS: You agree to all the terms and conditions on page 1 and 2 of this Lease. This Lease is a complete and exclusive statement of our agreement The Equipment will not be used for personal, family or household purposes. If the cost of the Equipment varies from the estimate you or your supplier have provided to us, you agree that we may adjust the Lease payment accordingly upward or downward up to 10%. You acknowledge receipt of a copy of this Lease and acknowledge that you have selected the Equipment and reviewed the supply contract under which we will obtain the Equipment. THIS LEASE IS NOT BINDING ON US AND WILL NOT COMMENCE UNTIL WE ACCEPT IT IN OUR OFFICES M OAKLAND COUNTY, MICHIGAN. You authorize us to file UDC financing statements, and any amendments thereto, to show our interest in the Equipment and any proceeds. You authorize us to insert or correct missing information on this Lease, including contract number, your legal name, serial numbers, Equipment location, and any information describing the Equipment. Any security deposit you have gven us is non - interest bearing and may be used by us to cover any costs or losses we may suffer due to your default of this Lease. The security deposit is refundable upon expiration of the Lease, provided all Lease terms and conditions have been performed. You agree that any Purchase Order issued to us covering the Equipment, Is issued for purposes of authorization and your internal use only, and none of its terms and conditions shall modify this Agreement. You agree to provide us your financial statements upon request. Nothing in this Lease shall be construed to mean that you must pay any sum which exceeds that which may lawfully be charged, and if there is such excess sum, it shall be applied to reduce the lawful amounts payable by you, and any excess shall be returned to you. 3. RENEWAL: Unless the Lease End Purchase Option Is $1.00, after me original Lease term expires this Lease will automatically renew for successive one month terms unless (a) you send us written notice that you do not want it to renew at least 60 days, but no more than 120 days, before the end of any term, or (b) following renewal we terminate this Lease upon 60 days prior written notice to you. 4. LATE CHARGES; OTHER CHARGES: The due date for your payments will be identified on your invoice. If any payment is not made when due, you agree to pay a late charge at the rate of 10% of such late Pay- ment or $35, whichever is greater. You also agree to pay $25 for each returned check. 5. EQUIPMENT OWNERSHIP; LOCATION: We are and shall remain me sole owner of the Equipment. You agree to keep the Equipment free from liens and encumbrances. You will keep the Equipment only at the address shown above and you will not move it from that address unless you get our prior written consent. The Equipment shall always remain personal property even though the Equipment may become attached or affixed to real property. If this Lease is determined not to be a true lease, you hereby grant us a Security interest in the Equipment relating back to the date we purchased it. 6. NO WARRANTIES: WE ARE LEASING THE EQUIPMENT TO YOU 'AS IS," WITH NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CONDITION, OR THE QUALITY OF IHE MATERIAL OR WORKMANSHIP. WE ARE NOT RESPONSIBLE FOR ANY REPAIRS OR SERVICE TO THE EQUIPMENT OR ANY DEFECTS OR FAILURES IN OPERATION. We assign to you for the term of this Lease any transferable manufacturer or supplier warranties. We are not liable to you for any breach of those warranties. You agree that upon your acceptance of the Equipment, you will have no set -offs or counter - claims against us. (Continued on Page 2) Authorized Signer Date Print Name Title Indicate Purchasing Agent, E uuornent Acceptance Certificate You certify that all of the Equipment referred to in this Lease has been delivered and received byyou, and that arty and all installation and setup has been completed. You have examined the Equipment and it is in good operating condition and Is satisfactory to you and you have accepted the Equipment. This Lease cannot be modified or rescinded except by a writing signed by you and us. ACCORDINGLY YOU AUTHORIZE US TO PURCHASE THE EQUIPMENT FOR YOUR USE. Indicate Purchasing Agent, Buyer, etc. eof,410 /R- 06/2.1.05 Continued from Page 1 7, LESSEE REPRESENTATIONS: You represent and warrant to us that you: (a) are a public body corporate and politic duly organized and existing under the laws of your State; de have taken all requisite action and possess the requisite authority to execute this Lease; (c) have fully budgeted and appropriated sufficient funds for the current fiscal year to make the Lease payments herein; (d) have complied with all bidding requirements relating to the acquisition of the Equipment; (e) have provided accurate financial information as and will annually provide us with financial statements, budgets, proofs of appropriation and other such anci el Information that we may reasonably request; and, (f) will use the Equipment only for essential gov- ernmental or proprietary functions within the permissible scope of your authority. 8. MAINTENANCE; USE; INSTALLATION: You are responsible for installation and maintenance of, and for any damage to, the Equipment. You must service, repair and maintain the Equipment at your expense in the same condition as when received, ordinary wear and tear excepted, in compliance with all applicable laws and regulations, and in compliance with all insurance policies and all manuals, orders, recommends bons and instructions issued by the manufacturer or vendor. You shall permit the Equipment to be used by qualified personnel solely for business purposes and the purpose for which it was designed. You will make no alterations or modifications to the Equipment without our prior written consent. If the Equipment mal functions, is damaged, lost or stolen, you agree to continue to make aft payments due under this Lease. 9. INSURANCE; CASUALTY: Until this Lease I$ paid in fall and the Equipment has been returned to us, you will: (a) keep the Equipment insured under all risk property insurance policies naming us as loss payee for the greater of the Remaining Balance (defined below) or its full replacement value against all types of loss, including theft; and, de) provide and maintain comprehensive general public liability insurance naming us as additional insured. All policies and insurers shall be acceptable to us and the insurer(s) must agree to provide us at least 30 days prior written nohce of any material change, cancellation or non - renewal of cov- erage. If you do not provide us with acceptable evidence of insurance, we may, but will have no Obligation to, obtain insurance and add a charge to your monthly payment which will include the insurance premium charged by our insurance provider, our then prevailing insurance administration fee, together with Interest on such amounts at the overdue rate provided in Section 13. If the Equipment is damaged, you shall imme- diately repair the damage at your expense. If any Equipment is lost, stolen or damaged beyond repair, you shall, at our option, (a) replace the same with like equipment in a condition acceptable t0 us and convey clear title to such equipment to us (such equipment will become Equipment subject to this Lease), or (b) pay us the Remaining Balance. For purposes of this Lease, "Remaining Balance" means the sum of (i) all amounts which are currently due to us under this Lease, but are unpaid, plus (ii) the present value of the sum of all amounts to become due during the Lease term plus the Lease End Purchase Option price for the Equipment set forth above, each discounted at a discount rate equal to the 1 -year Treasury Constant Maturity rate as published in the Selected Interest Rates table of the Federal Reserve statistical release H.15(519) for the week ending immediately prior to the date of Lessee Acceptance of this Lease (or if no longer published, a rate reasonably determined by us); provided, that if the Lease End Purchase Option price is FMV, then the Remaining Balance will be calculated by reference to the expected FMV for the Equipment as of the end of the Lease term, as reasonably anticipated by us at the commencement of the Lease. Upon our receipt of the Remaining Balance following the loss or destruction of any Equipment, you shall be entitled to whatever interest we have in such Equipment, in its then condition and location, with out warranties of any kind. 10. LIABILITY: WE ARE NOT RESPONSIBLE FOR ANY LOSSES OR INJURIES TO YOU OR ANY THIRD PARTIES CAUSED BY THE EQUIPMENT OR ITS USE. You assume the risk of liability for, and agree to indemnify, defend and hold us, our employees and agents, harmless from and against: (a) any and all liabilities, losses, If +s, claims and expenses (including attorneys' Peas and legal costs) arising out of the manufacture, our - Ise, shipment and delivery of the Equipment to you, acceptance or rejection, ownership, licensing, titling, ,eglslration, leasing, possession, operation, use, return or other disposition Of the Equipment, including, but not limited to, any liabilities that may arise from patent or latent defects In the Equipment, and any claims based on strict tort liability, (b) any and all loss or damage of or to the Equipment, and (c) any Its - bility to the manufacturer or supplier arising Under any purchase orders issued by or assigned to us. 11. TAXES; PERSONAL PROPERTY TAX FEES: You agree to show the Equipment as "Leased Property" on all personal property tax ('PPT') returns. You agree to pay us all Pet assessed against the Equipment. During the term of your lease, we may charge you an estimated PPT fee to offset PPT exposure on your leased Equipment. This fee will be a reasonable estimate of the expected tax liability, usually 90% of the PPT assessed for your Equipment in the preceding tax year. We may also charge you an administrative fee of no more then $12 per item of leased Equipment with each PPT bill to offset the costs associated with the reporting, payment, and collection of actual or estimated PPT. You agree to reimburse us for applicable sales and /or use tax and all other taxes, fees, fines and penalties which may be imposed, levied or assessed by any federal, state or local government or agency which relate to this Lease, the Equipment or its use. Fines and penalties will be limited to any incurred a$ a result of your failure to act in accordance with federal, state and local tax laws and codes and /or the terms of this Lease. You agree to reimburse us for reasonable costs incurred In collecting or paying any taxes, assessments, charges, penalties or fees. 12. ASSIGNMENT: YOU MAY NOT SELL, PLEDGE, TRANSFER, ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS LEASE. We may sell, assign or transfer all or any part of this Lease and /or the Equipment. The new owner will have the same rights that we have, but you agree you will not assert against the new owner any claims, defenses or set -offs that you may have age lnst us or any supplier. 13. DEFAULT; DAMAGES: If you, or any guarantor of your obligations: (a) fail to make any Lease payment within 10 days of when due, or of become insolvent or commence bankruptcy or receivership proceedings or have such proceedings commenced against you, or (c) terminate your existence by merger, consolida- tion, sale of substantially all your assets, or (d) default under any other agreement you have with us Or our affiliates, or (e) otherwise breach any warranty, covenant or provision of this Lease, you will be in default. If you are in default we may, but shall not be obligated to, do any or all of the following: (i) declare immedl ately due and payable the Remaining Balance and all unpaid amounts due under this Lease, (ii) require you to immediately return all Equipment to us at your expense, (iii) with or without notice, demand or legal process, re -take possession of the Equipment (and you authorize us to enter upon the premises wherever the Equipment may be found), (iv) sell, hold, use, lease or otherwise dispose of the Equipment, (v) imme. dimply terminate this Lease (and any other agreements we have with you), (vi) apply any security deposit Authorized Signer X Signed By: X to reduce amounts due to us hereunder, and /or (vii) exercise any other remedies available to us under applicable law. You agree to pay our actual attorneys' fees, plus all actual costs, including all costs of any Equipment repossession. Any payment or other amount more than 30 days delinquent under this Lease shall accrue interest until paid at the overdue rate of 1.1/2% per month, or the maximum amount permit- ted by applicable law, whichever is less. if we dispose of the Equipment, we will apply the net proceeds of such disposition to reduce the Remaining Balance and other amounts payable by you, and you shall remain responsible for the payment of any deficiency. If the Lease End Purchase Option price indicated on the face of this Lease is $1, and the net proceeds we recover following a default is more than the Remaining Balance and other outstanding amounts payable by you, we will give you the excess. You waive any notice . of our repossession or disposition of the Equipment. By repossessing any Equipment, we do not waive our right to collect any amounts due on this Lease. We will not be responsible to you for any consequential or 'incidental damages. Our delay or failure to enforce our rights under this Lease will not prevent us from doing so at a later time. 14. CHOICE OF LAW; JURISDICTION; VENUE; NON JURY TRIAL: You and any Guarantor hereto agree that this Lease will be deemed for all purposes to be fully executed and performed in the State of Michigan and will be governed by Michigan law. YOU AND ANY GUARANTOR EXPRESSLY AND IRREVOCABLY AGREE. TO: (a) BE SUBJECT TO THE PERSONAL JURISDICTION OF THE STATE OF MICHIGAN IN ANY CONTROVERSY THAT MAY ARISE RELATING TO THIS LEASE, ANY GUARANTY OR THE EQUIPMENT; Rd ACCEPT VENUE IN ANY FED, GRAIL OR STATE COURT IN MICHIGAN AND AGREE THAT SUCH COURT WILL BE A CONVENIENT PLACE FOR ANY TRIAL; AND, (c) WAIVE ANY RIGHT TO A TRIAL BY JURY. You and any Guarantor further acknowledge and agree that subsections (a) through (c) are conditions precedent to and are material inducements to our entering into this Lease with you and any Guaranty with any Guarantor. 15. FINANCE LEASE; AMENDMENTS: YOUR OBLIGATION TO PAY ALL AMOUNTS UNDER THIS LEASE IS ABSOLUTE AND UNCONDITIONAL. THIS LEASE IS A'FINANCE LEASE" UNDER THE UNIFORM COMMERCIAL CODE AS ADOPTED IN MICHIGAN ( "UCC"). THIS LEASE MAY NOT BE AMENDED EXCEPT BY A WRITING WHICH WE HAVE SIGNED. YOU WAIVE ANY AND ALL RIGHTS AND REMEDIES YOU MAY HAVE UNDER UCC 2A -508 THROUGH 2A -522, INCLUDING ANY RIGHT TO: (a) CANCEL THIS LEASE; Rd REJECT TENDER OF THE EQUIPMENT; (C) REVOKE ACCEPTANCE OF THE EQUIPMENT; Nq RECOVER DAMAGES FOR ANY BREACH OF WARRANTY; AND (e) MAKE DEDUCTIONS OR SET - OFFS, FOR ANY REASON, FROM AMOUNTS DUE US UNDER THIS LEASE. IF ANY PART OF THIS LEASE IS INCONSISTENT WITH UCC 2A, THE TERMS OF THIS LEASE WILL GOVERN. 16. NON-APPROPRIATION: If you: 1) are not allotted funds for this Lease in the next fiscal year; 2) have no funds for replacement equipment; and 3) have no funds from other sources (1, 2 and 3 shall be hereinafter collectively referred to as "Non Appropriation "), you may terminate this Lease at the end of the then Cury rent fiscal year. In such event, you shall return the Equipment to us, at your sole expense. You shall not, within a period of Non - Appropriation, acquire by any means equipment similar to the Equipment, unless same shall be leased from us. 17.8038 FILING: You agree thaty0u will timely file a Form 803MC (or, as necessary, Form 8038G), or any revised or renumbered form with the Internal Revenue Service In accordance with Section 1,19(e) of the Code and the Regulators thereunder, and agree to appoint us your Agent for the purpose of maintaining a book entry system as required by Section 149(a) of the Code. 18. PURCHASE OPTION: If you are not in default, you may at any time with 60 days prior written notice put chase all (but not less than alp the Equipment for a price equal to the sum of all remaining payments to come due during the term (if any) plus the Lease End Purchase Option price indicated on the face of this Lease plus any applicable sales taxes and fees. Any Lease End Purchase Option price for the Equipment designated above as "FMV'shall be for its fair market value in place and in use as reasonably determined by us (" FMV'). You must give us 60 days advance written notice of your intent to exercise this option unless the purchase is being made at the end of the term and the Lease End Purchase Option is $1. 19. EQUIPMENT RETURN: If you do not exercise the Lease End Purchase Option at the end of this Lease term, you will immediately crate, insure and ship ail, but not less than all, of the Equipment, In good work- ing condition, to us at a location and by means we designate, with all expenses to be prepaid by you. You mustgive us 60 days prior written notice of your intent to return the Equipmentunder this Section. You agree to pay a restocking fee not to exceed $100 for each item of Equipment which you return to us under this Section. You must disassemble and pack the Equipment for shipment in a manner authorized by the man. doormat or its representative and provide for its reassembly at the return location in the condition required by this Lease, at your expense. If you fail to return all of the Equipment to us as agreed, you shall pay to us the regular Lease payments each month until all of the Equipment Is retained. If the Equipment is damaged when received by us or otherwise not in the condition required upon return to us, you agree to pay for all costs of repair or restoration. You will also be responsible for any damage to the Equipment which occurs during shipping. 20. FAX: If we agree, you may transmit this Lease and related documents to us by telecopy, or facsimile ( "fax "). The fax version Of this Lease and related documents shall constitute an original of the documents and "best evidence" of the parties' agreement, and shall be binding on you as if it were manually signed and personally delivered. You agree that the fax document will be admissible in any legal action. To the extent this Lease constitutes chattel paper under the UCC, a security interest in this Lease may be created through the transfer and possession of a copy of this Lease manually executed by us without the need to transfer possession of any other fax or copy of this Lease, or any other related documents or instruments. We have no duly to verify or inquire as to the validity, execution, signets authority or any other matter con- cerning the propriety of any fax. 21. MISCELLANEOUS: If any provision of this Lease is Unenforceable, invalid or illegal, the remaining pro. visions will continue to be effective.You must bring any action against us relating to this Lease within one year after the basis for the claim first arises, and in any event not later than one year following termination of this Lease. Time is of the essence with respect to the payment and performance of all of your obligations under this Lease. 22. MERGER: THE ABOVE TERMS AND CONDITIONS REPRESENT AND MERGE ALL OF THE TERMS AND CONDITIONS INTO THIS LEASE. THIS LEASE CANNOT BE MODIFIED OR ALTERED UNLESS IT IS IN WRITING AND SIGNED BY ONE OF OUR OFFICERS. Indicate Purchasing Agent, Buyer, etc. Date Lease Agreement, Page 2 of 2 BafA10 /RA6/2.1.05 Addendum November 18, 2008 Re: Addendum to Municipal Lease Agreement on copiers Bank of America • #1 -LEASE AGREEMENT PAYMENTS & #4 LATE CHARGES; OTHER CHARGES • All of City of South Miami payment terms are based on Florida Statutes 196. • #6 -NO WARRANTEES; Installation and maintenance of equipment will be provided by Barlop Business Systems for the term of this lease. • #10 LIABILITY; Barlop Business Systems will assume responsibility for the delivery, set up and pick up of equipment at their cost. The City will not accept delivery `as is ". • #I I- TAXES• PERSONAL PROPERTY TAX FEES: • The City of South Miami is tax exempt, and we will furnish the lessor a copy of the Certificates. Therefore, making it unnecessary for any personal property tax on the equipment. • #13- DEFAULT DAMAGES; Last 3 sentences of paragraph must be deleted. Interest is by Florida Statutes and should not be modified by Contract in contravention of Statute, which is 1 %. • #14 &15- Please provide UCC provisions. Vendor has agents everywhere. City only has one location, Miami - Dade County, Florida. Therefore, choice of law, venue, jurisdiction must be Florida not Michigan. Lease needs to be governed by State of Florida. • #16- NON - APPROPRIATION; Equipment shall be picked up by vendor, Barlop Business at their expense. Please scratch last sentence. • #19- EQUIPMENT RETURN; City is not responsible for cost of returned Equipment or re- stocking fees. Barlop Business is responsible for this. Last 5 sentences should be deleted as this applies to Barlop. W. Ajibola Balogun / Date City Manager, City of South Miami Bank of America / Date South Miami Ail�Wnerica�lN 2001 Jose Lopez / Date Barlop Business City of South Miami 6130 Sunset Drive, South Miami, Florida 33143 — Telephone 305- 663 -6339 Fax 305- 667 -7806 Kvazquez@cityofsouthmiami.net ^U) (D W U) cu o N � J _ O Me m B N U a) O C() U _ 0 N Zvi W O O N co O r O Y (n s c- '� M O) N 0 O 00 0000 000000 00 O d) O O _ 0 i, 000 00 0 000000 00 LO COO O 0 'Qrr d7 O)OO 66666 6 6 6 W r 06 0(O 0O nj V'NJ - mm )07 mm't MMr O O m o M O M (M M O O m V M d N O O Y M s C6 (0 E ca s Cl) MO)0) rT rn w NLn 00 -- R L OOmO) Cl) MMMM Cl) rMMN O 1-- 0) O d N N 0 0 0 0 0 0 66 r M M N C; 0 0 0 O G.rrd' 414, M M M M M M O N N T w W N 0 CY a' N N . . T.. .'N OD M O M T N O Lo � O p — N O Y 0 Cl) = N G O r O) T Q s O L O O O O O O O O O O O O O OY O CO 00 O c (6 0 w w m I- r r I,-- m e 0 1,— a) °o o 06 Y O. 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X fR 0 O O O O O O O O O O c'. E E E E E E E E E E E E O\ RxcYF; `- z Z } z Z z z Z z z z N O c' O) O Z O Z L i s N d N N N N N N d N N O z z N O ° ° z z U Z N � U . z z ', y t O O O O z z z} z z L p, 4 N 0 O m O M O W h O N t N E co" N O M M M M M O l0 N O O 0 ❑ ❑ 0 ❑ ❑ O ❑ O ❑ O ❑ m �n (O M ro N M � N M m N M co N M m N M m N M ro N M ro N a a O N K O ❑ 'O C C m O O b_ M U O LL m N m N N d G O O .0 aO w T y a a F L M U V N LO OD O O N N r 5. ��' Enhance productivity with three incredibly reliable black & white systems equipped to deliver high - quality, professionally finished documents quickly and easily From affordable to sophisticated, a powerful and efficient combination of copying, printing, faxing and color scanning capabilities in a single device I �'. �''......... .. These user - friendly, workgroup digital multifunction systems deliver outstanding quality color and monochrome results without sacrificing productivity, manageability, or the budget 4-a f. O U a° .-N W ^N F C. a E W W w z4 u m 0 O Q I wa W M D w U) o o m o o N _ O ® 0 0 c N a C O E N U � _ OJ US O G m cry a U o> w m U m 0 tl S N 2 0 0 O Q ti ti w W wE com0 K c d F V d' o v J tnyu ^ N a, °v ao° u 4 V W � me L N a w �� m3a v rn�w o K L O mF w U) o o m o o N _ O ® 0 0 c N a C O E N U � _ OJ US O G m cry a U o> w m U m 0 tl S N 2 0 0 O Q ti ti ocE W wE com0 d' o v O ou tnyu a, °v ao° coo vv � me N a w �� m3a v rn�w o Q L N N t1Y N U a � N � O N s 3 a c O m- o 0 Y N O N N V C P U W O C C C � o U c a 0 w c m � 0, N m s - o 1 abi OO> N � w V m N N NU N k2 (i Z 3: U(7 LJL t�"1�'M N •L1' N O W W x M I U O R M h t F-' O U l C � O Z W M WM� •. , ' •:. 12 0 a a. Z . Z� o 0 a C a c . N E).2 N� 3 9 �J OE QMm o 0�E NIO OMr T4 �y W o w U) o o m o o N _ O ® 0 0 c N a C O E N U � _ OJ US O G m cry a U o> w m U m 0 tl S N 2 0 0 O Q ti ti w 0 a; a O L' W CL ., IN m F C o V m Q Q Z a V) ' Z F J 0 U Q CL w 2 O Y xM J Q f V! ~ C U C v a w F 0 a Q N N C N V a— a 6' ILL C N l V �T CL .0 t9 3 I � C O I C O C W c 0 y L d N C U 2 3 O L C C�C C 0 O 'j c !d 3 O C d Z o aOr d V z J W C w z J Q 0 Z N � D N N O IL O C T L_ N Nw0Y 10 � O +�+ L O C N � a=i O�+ O O N u N'OL� N' c � O � C O y � � N L U N N V O N L N u a c a0i N p V o s '> m a E w N O C ui y, O N N C > C E v O Q m > u o Y O= Ol c a'3 c N yr N +-ov E ax ° o. U C N ? u E m O E 0 p T N � � O. O a O0 O v ` N N L N 4 i N E ¢ U_ T a O N a N N j - G E C C O E O C > O C O > v C L N 4, L O U Y C O O N a > L U C Y m � J c o. u OL L O d O O � o .o u m 0 u 2 'OO o � y N O �o O J U N o a _ m N N N 3 } N t6 C"O U C U C L r � � 0 o Ea` BULL mEU c +� ox wi-K t N rn V N C 0 O N A O O m T v O1 E O N J N G J a.+ 0 t0 v 0 E 3 0 a O d OJ L U u n OJ O M N O O OJ f0 N N a O D- v Y O R Z QO K a Q U K a O V K 0 N 0 O H 0 H 'v n C V' N O CITY OF SOUTH MIAMI INTER - OFFICE MEMORANDUM To: Maria Menendez, City Clerk From: Kathy Vazquez Purchasing Manager Date: December 30, 2008 South Miami A9- America City I I I I r 2001 Re: Addendum to approved Resolution for copiers Please be advised that Resolution number 190 -08 -12787 dated 11/18/08 in the amount of $28,164.00 a year, or $2,347.00 a month has been increased to $2,363.35 a month or $28,360.20 a year. This increase of $196.20 a year to the lease is due to two additional drawers being added to the copier located at the Planning Department. Please attach this memo to the approved resolution. Thank you CC. W. Ajibola Balogun, City Manager Matilde Menendez, Finance Director Bankof Municipal Lease Agreement Administration Center, PO Box 7023, Troy, Michigan 480077023 Fax To: 800.436.9579 • Page 1 of 2 Contract Number: Dear Customer: This Municipal Lease ("Lease ") is written in simple and easy -to -read language. Please read this Lease thoroughly and feel free to ask us any questions you may have about it. The words YOU and YOUR refer to the Lessee. The words WE, US and OUR refer to the Lessor, Banc of America Leasing & Capital, LLC, a Delaware limited liability company. CITY OF SOUTH MIAMI No Billing Address Address City county stare Zip 6130 SUNSET DRIVE SOUTH MIAMI DADE FL 33143 Equipment Location Address City County State Zip Complete Equipment Location only if different from billing address thoullill ment uescn tlon Quantity I Manufacturer LANIER Model Number LD270 Description Serial Number I LANIER LD260 6 LANIER LD433 2 LANIER LD430C 1 LANIER LD016 I LANIER DSM415SPF (months) ❑ Security Deposit($) 36 ❑ Advance Payment(s) Terms /Conditions M4 $0 0 FMV(passed in Section 18) ❑ $1 Plus Applicable Taxes -See Section 11 W) Monthly ❑ Quarterly ❑ Other: S 2,363.35 ❑ Semi - Annual ❑ Annual IMPORTANT: NEITHER THE SUPPLIER NOR ANY SALESPERSON ARE OUR AGENT. THEY HAVE NO AUTHORITYTO SPEAK ON OUR BEHALF OR MAKE ANY CHANGES TO THIS LEASE. THEIR STATEMENTS WILL NOT AFFECT YOUR RIGHTS OR OBLIGATIONS UNDER THIS LEASE. 1. LEASE AGREEMENT; PAYMENTS: We agree to lease to you and you agree to lease from us the equipment listed above or identified in any attached Equipment Schedule ( "Equipment Schedule"), together with all replacements, parts, attachments, accessories and substitutions therefor ( "Equipment "). You promise to pay us the Lease payments according to the terms of the Payment Schedule shown above or any Equipment Schedule hereto, plus all other charges (see Sections 4, 9, 11, 13, and 19). 2. GENERAL TERMS; PAYMENT ADJUSTMENTS; EFFECTIVENESS: You agree to all the terms and conditions on page land 2 of this Lease. This Lease is a complete and exclusive statement of our agreement The Equipment will not be used for personal, family or household purposes. If the cost of the Equipment varies firm the estimate you or your supplier have provided to us, you agree that we may adjust the Lease payment accordingly upward or downward up to 10 %. You acknowledge receipt of a copy of this Lease and acknowledge that you have selected the Equipment and reviewed the supply contract under which we will obtain the Equipment. THIS LEASE IS NOT BINDING ON US AND WILL NOT COMMENCE UNTIL WE ACCEPT IT IN OUR OFFICES IN OAKLAND COUNTY, MICHIGAN. You authorize us to file UCC financing statements, and any amendments thereto, to show our interest in the Equipment and any proceeds. You authorize us to insert or correct missing information on this Lease, including contract number, your legal name, serial numbers, Equipment location, and any information describing the Equipment. Any security deposit you have given us is re minterest bearing and may be used by us to cover any costs or losses we may suffer due to your default of this Lease. The security deposit is refundable upon expiration of the Lease, provided all Lease terms and conditions have been performed. You agree that any Purchase Order Issued to us covering the Equipment, is Issued for purposes of amortization and your internal use only, and none of its terms and Conditions shall modify this Agreement. You agree to provide us your financial statements upon request. Nothing in this Lease shall be Construed to mean that you must pay any sum which exceeds that which may lawfully be charged, and if there is such excess sum, it shall be applied to reduce the lawful amounts payable by you, and any excess shall be returned to you. 3. RENEWAL: Unless the Lease End Purchase Option is$1.00, after the original Lease term expires this lease will automatically renew for successive one month terms unless (a) you send us written notice that you do not want it to renew at least 60 days, but no more than 120 days, before the end of any term, or (b) following renewal we terminate in I$ Lease upon 60 days prior written notice to you. 4. LATE CHARGES; OTHER CHARGES: The due date for your payments will be identified on your invoice. If any payment is not made when due, you agree to pay a late charge at the rate of 10% of such late pay- ment or $35, whichever is greater. You also agree to pay $25 for each returned check. 5. EQUIPMENT OWNERSHIP; LOCATION: We are and shall remain the sole owner of the Equipment. You agree to keep the Equipment free from liens and encumbrances. You will keep the Equipment only at the address shown above and you will not move it from that address unless you get our prior written consent. The Equipment shall always remain personal properly even though the Equipment may become attached or affixed to real properly. if this Lease Is determined not to be a true lease, you hereby grant us a security interest in the Equipment relating back to the data we purchased it. 6. NO WARRANTIES: WE ARE LEASING THE EQUIPMENT TO YOU "AS IS," WITH NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CONDITION, OR THE QUALITY OF THE MATERIAL OR WORKMANSHIP. WE ARE NOT RESPONSIBLE FOR ANY REPAIRS OR SERVICE TO THE EQUIPMENT OR ANY DEFECTS OR FAILURES IN OPERATION. We assign to you for the term of this Lease any transferable manufacturer or supplier warranties. We are not liable to you for any breach of those warranties. You agree that upon your acceptance of the Equipment, you will have no setoffs or counteo-cl ums against us. (Continued on Page 2) / y 1 Title In 11d I e Purchasing Agen Buyer, etc. Equipment Acceptance Certificate You cerd"atall of the Equipment referred to in this Lease has been delivered and received by you, and that any and all installation and setup has been completed. You have examined the Equipment and it is in good operating condition and is satisfactory W you and you have accepted the Equipment. This Lease cannot be modified or rescinded except by a writing signed by you and us. ACCORDINGLYYOU AUTHORIZE US TO PURCHASE THE EQUIPMENT FOR YOUR USE_ Authorized U Title etc. BofA10 /R -06/2.1.05 Continued from Page 1 7. LESSEE REPRESENTATIONS: You represent and warrant to us that you: (a) are a public body corporate and politic duly organized and existing under the laws Of your State; it have taken all requisite action and possess the requisite authority to execute this Lease; (o) have fully budgeted and appropriated sufficient funds for the current fiscal year to make the Lease payments herein; (d) have complied with all bidding requirements relating to the acquisition of the Equipment; (e) have provided accurate financial information to us and will annually provide us with finaooial statements, budgets, proofs of appropriation and Other such financial information that we may reasonably request; and, (f) will use the Equipment only for essential gov- ernmental or proprietary humorous within the permissible scope of your authority. S. MAINTENANCE; USE; INSTALLATION: You are responsible for installation and maintenance of, and for any damage to, the Equipment. You must service, repair and maintain the Equipment at your expense in the same Condition as when received, ordinary wear and tear excepted, in corn probes with all applicable laws and regulations, and in compliance with all insurance policies and all manuals, orders, recommenda- tions and instructions issued by the manufacturer or vendor. You shall permit the Equipment to be used by qualified personnel solely for business purposes and the purpose for which it was designed. You will make no alterations or modifications to the Equipment without our prior written consent. If the Equipment i i- functions, Is damaged, lost or stolen, you agree to continue to make all payments due under this Lease. 9. INSURANCE; CASUALTY: Until this Lease is paid in full and the Equipment has been returned to us, you will: (a) keep the Equipment insured under all risk property insurance policies naming us as loss payee for the greater of the Remaining Balance (defined below) or its full replacement value against all types of loss, Including theft; and, (b) provide and maintain comprehensive general public liability insurance naming us as additional Insured. All policies and insurers shall be acceptable to us and the Insurers) must agree to provide us at least 30 days prior written notice of any material change, cancellation or non - renewal of cov. erage, If you do not provide us with acceptable evidence of insurance, we may, but will have no obligation to, obtain insurance and add a charge to your monthly payment which will include the insurance premium charged by our insurance provider, our then prevailing insurance administration fee, together with interest on such amounts at the overdue rate provided in Section 13. If the Equipment is damaged, you shall imme- diately rape It the damage at your expense. If any Equipment is lost, stolen or damaged beyond repair, you shall, at our option, (a) replace the same with like equipment in a condition acceptable to us and convey clear title to such equipment to us (such equipment will become Equipment subject to this Lease), or do pay us the Remaining Balance. For purposes of this Lease, "Remaining Balance- means the sum of (i) all amounts which are currently due to us under this Lease, but are unpaid, plus (ii) the present value Of the sum of all amounts to become due during the Lease term plus the Lease End Purchase Option price for the Equipment set forth above, each discounted at a discount rate equal N, the 1 -year Treasury Constant Maturity rate as published In the Selected Interest Rates table of the Federal Reserve statistical release H.15(519) for the week ending immediately prior to the date of Lessee Acceptance of this Lease (or if no longer published, a rate reasonably determined by us); provided, that if the Lease End Purchase Option price Is FMV, then the Remaining Balance will be calculated by reference to the expected FMV for the Equipment as of the end of the Lease term, as reasonably anticipated by us at the commencement of the Lease. Upon our receipt of me Remaining Balance following the loss or destruction of any Equipment, you shall be entitled to whatever interest we have in such Equipment, in its then condition and location, with out warranties of any kind. 30. LIABILITY: WE ARE NOT RESPONSIBLE FOR ANY LOSSES OR INJURIES TO YOU OR ANY THIRD PARTIES CAUSED BY THE EQUIPMENT OR ITS USE. You assume the risk of liability for, and agree to indemnify, defend and hold us, our employees and agents, harmless from and against: (a) any and all liabilities, losses, dam- ages, claims and expenses (including attorneys' fees and legal costs) arising out of the manufacture, pur. chase, shipment and delivery of the Equipment to you, acceptance or rejection, ownership, licensing, titling, registration, leasing, possession, operation, use, return or other disposition of the Equipment, including, but not limited to, any Ilabilities that may arise from patent or latent defects in the Equipment, and any claims based on strict tort liability, (b) any and all loss or damage of or to the Equipment, and (M any lia- bility to the manufacturer or supplier arising under any purchase orders issued by or assigned to us. 11. TAXES; PERSONAL PROPERTYTAX FEES: You agree to show the Equipment as "Leased Property" on all personal property tax (`PPT ") returns. You agree to pay us all PPT assessed against the Equipment. During the term of your lease, we may charge you an estimated PPT fee to offset PPT exposure on your leased Equipment. This fee will be a reasonable estimate of the expected tax liability, usually 90% of the PPT assessed for your Equipment in the preceding tax year. We may also Charge you an administrative fee of no more than $12 per item of leased Equipment with each PPT bill to offset the costs associated with the reporting, payment, and collection of actual or estimated PPT. You agree to reimburse us for applicable sales and /or use tax and all other taxes, fees, fines and penalties which may be imposed, levied or assessed by any federal, state or local government or agency which relate to this Lease, the Equipment or its use. Fines and penalties will be limited to any incurred as a result of your failure to act in accordance with federal, state and local tax laws and codes and /or the terms Of this Lease. You agree to reimburse us for reasonable costs incurred in collecting or paying any taxes, assessments, charges, penalties or fees. 12. ASSIGNMENT: YOU MAY NOT SELL, PLEDGE, TRANSFER, ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS LEASE. We may sell, assign of transfer all or any part of this Lease and /or the Equipment. The new owner will have the same rights that we have, but you agree you will not assert against the new owner any claims, defenses or scrota that you may have against us or any supplier. 13. DEFAULT; DAMAGES: if you, or any guarantor of your obligations: (a) fail to make any Lease payment within 10 days of when due, or (b) become insolvent or commence bankruptcy or receivership proceedings or have such proceedings commenced against you, or (c) terminate your existence by merger, consolida- tion, sale of substantially all your assets, or (d) default under any other agreement you have with us or our affiliates, or (e) otherwise breach any warranty, covenant or provision of this Lease, you will be in default. If you are in default we may, but shall not be obligated to, do any or all of the following: p) declare immedi ately due and payable the Remaining Balance and all unpaid amounts due under this Lease, (ii) require you to immediately return all Equipment to us at your expense, (lit) with or without notice, demand or legal process, retake possession of the Equipment (and you authorize us to enter upon the premises wherever the Equipment may be found), (iv) sell, hold, use, lease or otherwise dispose of the Equipment, (v) no me. dlately terminate this Lease (and any other agreements we have with you), (vp apply any security deposit Authorized Signer Signed By. to reduce amounts due to us hereunder, and /or (vii) exercise any other remedies available to us under applicable law. You agree to pay our actual attorneys' fees, plus all actual costs, including all costs of any Equipment repossession. Any payment or other amount more than 30 days delinquent under this Lease shall accrue interest until paid at the overdue rate of 1-1/2% per month, or the maximum amount permit- ted by applicable law, whichever is less. If we dispose of the Equipment, we will apply the net proceeds of such disposition to reduce the Remaining Balance and other amounts payable by you, and you shall remain responsible for the payment of any deficiency. if the Lease End Purchase Option price indicated on the face of this Lease is $1, and the net proceeds we recover following a default is more than the Remaining Balance and other outstanding amounts payable by you, we will give you the excess. You waive any notice of our repossession or disposition of the Equipment. By repossessing any Equipment, we do not waive our right to collect any amounts due on this Lease. We will not be responsible to you for any consequential or Incidental damages. Our delay or failure to enforce our rights under this Lease will not prevent us from doing so at a later time. 14. CHOICE OF LAW; JURISDICTION; VENUE; NON -JURY TRIAL: You and any Guarantor hereto agree that this Lease will be deemed for all purposes to be fully executed and performed in the State of Michigan and will be governed by Michigan law. YOU AND ANY GUARANTOR EXPRESSLY AND IRREVOCABLY AGREE TO: (a) BE SUBJECT TO THE PERSONAL JURISDICTION OF THE STATE OF MICHIGAN IN ANY CONTROVERSY THAT MAY ARISE RELATING TO THIS LEASE, ANY GUARANTY OR THE EQUIPMENT; (b) ACCEPT VENUE IN ANY FED. ERAL OR STATE COURT IN MICHIGAN AND AGREE THAT SUCH COURT WILL BE A CONVENIENT PLACE FOR ANY TRIAL; AND, (o) WAIVE ANY RIGHT TO A TRIAL BY JURY. You and any Guarantor further acknowledge and agree that subsections (a) through (c) are conditions precedent to and are material inducements to our entering into this Lease with you and any Guaranty with any Guarantor. 15. FINANCE LEASE; AMENDMENTS: YOUR OBLIGATION TO PAY ALL AMOUNTS UNDER THIS LEASE IS ABSOLUTE AND UNCONDITIONAL. THIS LEASE IS A "FINANCE LEASE" UNDER THE UNIFORM COMMERCIAL CODE AS ADOPTED IN MICHIGAN ( "UCC "). THIS LEASE MAY NOT BE AMENDED EXCEPT BY A WRITING WHICH WE HAVE SIGNED. YOU WAIVE ANY AND ALL RIGHTS AND REMEDIES YOU MAY HAVE UNDER UCC 2A -508 THROUGH 2A -522, INCLUDING ANY RIGHT TO: (a) CANCEL THIS LEASE; (b) REJECT TENDER OF THE EQUIPMENT; on REVOKE ACCEPTANCE OF THE EQUIPMENT; (d) RECOVER DAMAGES FOR ANY BREACH OF WARRANTY; AND (e) MAKE DEDUCTIONS OR SETOFFS, FOR ANY REASON, FROM AMOUNTS DUE US UNDER THIS LEASE. IF ANY PART OF THIS LEASE IS INCONSISTENT WITH UCC 2A, THE TERMS OF THIS LEASE WILL GOVERN. 16. NON- APPROPRIATION: if you: 1) are not allotted funds for this Lease in the next fiscal year; 2) have no funds for replacement equipment; and 3) have no funds from other sources (1, 2 and 3 shall be hereinafter collectively referred to as "Non - Appropriation ), you may terminate this Lease at the end of the then cur- rent fiscal year. In such event, you shall return the Equipment to us, at your sole expense. You shall not, within a period of Non - Appropriation, acquire by any means equipment similar to the Equipment, unless same shall be leased from us. 17.8038 FILING: You agree that you will timely file a Form 8038 -GC (or, as necessary, Form SO38-Gh or any revised or renumbered form with the Internal Revenue Service in accordance with Section 149(e) of the Code and the Regulations thereunder, and agree to appoint us your Agent for the purpose of maintaining a book entry system as required by Section 149(x) of the Code. 18. PURCHASE OPTION: If you are not in default, you may at any time with 60 days prior written notice pur- chase all (but not less than all) the Equipment for a price equal to the sum of all remaining payments to come due during the term (if any) plus the Lease End Purchase Option price Indicated on the face of this Lease plus any applicable sales taxes and fees. Any Lease End Purchase Carbon price for the Equipment designated above as "FMV' shall be for its fair market value in place and in use as reasonably determined by us ( "FMV "). You must give us 60 days advance written notice Of your intent to exercise this option unless the purchase is being made at the end of the term and the Lease End Purchase Option is $1. 19. EQUIPMENT RETURN: If you do not exercise the Lease End Purchase Option at the end of this Lease term, you will immediately crate, Insure and ship all, but not less than all, of the Equipment, in good work- ing condition, to us at a location and by means we designate, with all expenses to be prepaid by you. You must give us 60 days prior written notice of your intentto return the Equipment under this Section. You agree to pay a restocking fee not to exceed $100 for each item of Equipment which you return to us under this Section. You must disassemble and pack the Equipment for shipment in a manner authorized by the mam ufacturer or its representative and provide for its reassembly at the return location in the condition required by this Lease, at your expense. If you fail to return all of the Equipment to us as agreed, you shall pay to us the regular Lease payments each month until all of the Equipment is returned. If the Equipment is damaged when received by us or otherwise not in the condition required upon return to us, you agree to pay for all costs of repair or restoration. You will also be responsible for any damage to the Equipment which occurs duringsheping. 20. FAX: if we agree, you may transmit this Lease and related documents to us by telecopy or facsimile ('ax"). The fax version of this Lease and related documents shall constitute an original of the documents and "best evidence" of the parties' agreement, and shall be binding on you as if it were manually signed and personally delivered. YOU agree that the fax document will be admissible in any legal action. To the extent this Lease constitutes chattel paper under the UCC, a security interest in this Lease may be created through the transfer and possession of a copy of this Lease manually executed by us without the need to transfer possession of any other fax or copy of this Lease, or any other related documents or instruments. We have no duty to verify or Inquire as to the validity, execution, signer's authority or any other matter com cerning the propriety of any fax. 21. MISCELLANEOUS: If any provision of this Lease is unenforceable, invalid or illegal, the remaining pro. visions will continue to be effective.You must bring any action against us relating to this Lease within one year after the basis for the claim first arises, and in any event not later than one year following termination of this Lease. Time is of the essence with respect to the payment and performance of all of your obligations under this Lease. 22. MERGER: THE ABOVE TERMS AND CONDITIONS REPRESENT AND MERGE ALL OF THE TERMS AND CONDITIONS INTO THIS LEASE. THIS LEASE CANNOT BE MODIFIED OR ALTERED UNLESS IT IS IN WRITING AND SIGNED BY ONE OF OUR OFFICERS. W. Date Buyer, etc. Municipal Lease Agreement, Page 2 of 2 SofA10/R.06/2.1.05 (1-30MIness -0sysfeR Performance Assurance Program 8376 N.W. 68th Street Miami, Florida 33166 Tel: 305. 594 -0470 Fax: 305 - 594 -2189 SALES /SERVICE REP E -MAIL: Service @Barlop.Com HTTP: /ANWW.Barlop.Com CUSTOMER NAME ACCOUNT No. (SHIP TO) CONTACT PHONE NO. CITY OF SOUTH MIAMI KATHY VAZQUEZ (305) 663 -6339 SHIP TO ADDRESS CITY STATE ZIP CODE 6130 SUNSET DRIVE SOUTH MIAMI F'L r 33143 BILL TO ADDRESS CITY STATE ZIP CODE 6130 SUNSET DRIVE SOUTH MIAMI FL 33143 P.O. # EQUIPMENT INSTALL DATE NUMBER E -MAIL ADDRESS FOR SERVICE CONTACT KVAZQUEZ(ZOCITYOFSOUTHMIAMI. NET BILLING MODEL I DESCRIPTION I SERIAL NUMBER ( INTERVALS PER COPY amount I BASE CHARGE 1 12 EACH I DIGITAL COPIERS I I I cen%S1 I CONTRACT START: DATE START BLK METER READING: START CLR METER READING: SALES TERMS: DUE UPON RECEIPT TOTAL MINIMUM CHARGE_ [ X] [ 1 [ ] *BILLING INTERVALS MONTHLY QUARTERLY ANNUAL *BILLING INTERVALS LIMITED ON SOME PROGRAMS MONTHLY BILLING - BASE OF $ 972.00 BE BILLED EACH MONTH, PLUS SALES TAX ( WHERE APPLICABLE) 135.000 BLACK COPIES INCLUDED IN EACH BASE CHARGE EXCESS COPY CHARGE OF $ 0.009 PER BLACK COPY, COLOR COPIES INCLUDED IN EACH BASE CHARGE EXCESS COPY CHARGE OF $ PER COLOR COPY. QUARTERLY BILLING - BASE OF $ TO BE BILLED EACH QUARTER, PLUS SALES TAX ( WHERE APPLICABLE) ANNUAL BILLING- BLACK COPIES INCLUDED IN EACH BASE CHARGE EXCESS COPY CHARGE OF $ PER BLACK COPY. COLOR COPIES INCLUDED IN EACH BASE CHARGE EXCESS COPY CHARGE OF $ PER COLOR COPY. ALL ANNUALLY BILLED CONTRACTS ARE ON A TIME OR USAGE BASIS, WHICHEVER OCCURS FIRST AT AN ANNUAL BASE CHARGE OF $ or BLACK COPIES EXCESS CHARGE OF $_ PER BLACK COPY. ANNUAL BASE CHARGE OF $ or COLOR COPIES EXCESS CHARGE OF $_ PER COLOR COPY. PERFORMANCE�The above described copier shall be conditionally warranted by BARLOP INC. for as long as the above PLAN A described Customer shall own this machine. This warranty shall cover parts, labor, drums and supplies CUSTOMER ACKNOWLEDGMENT (excluding paper, staples, and shipping cost for supplies.) * Connected device's and sales tax are PLAN A subject to the terms and conditions on reverse. PERFORMANCE ❑The above described copier shall be conditionally warranted by BARLOP INC. for as long as the above PLAN B described Customer shall own this machine. This warranty shall cover parts, labor, drums (excluding CUSTOMER ACKNOWLEDGMENT consumable parts, paper, toner, staples and shipping cost for supplies.) * Connected device's and sales PLAN B tax are subject only to the terms and conditions on reverse. PERFORMANCE The above described copier shall be conditionally warranted by BARLOP INC, for as long as the above PLAN C descr +bed Customer shall own this machine. This warranty shall cover parts, labor (excluding drums, CUSTOMER ACKNOWLEDGMENT copsumable parts, paper, staples, toner, master rolls, thermal record head and shipping for supplies.) PLAN C * Connected device's and sales tax, are subject only to the terms and conditions on reverse. SPECIAL CONDITIONS ONLY PAY FOR COLOR COPIES MADE AT $0.065 CENTS PER COPY. APPROVED BY BARLOP INC. CUST MERACCEPTAI�LCa7;i cry © �SS�d X7//77 CUSTOMER N ME DATE lY�3o d' lcFfllaT� �` �`�`yi ti%�NRG� 2 SERVIC ANAGER P V L / ATE AUTHORIZED CU ER SIGNATURE TITLE ge *COVERAGE NOT I EFF UNTIL PAYMENT RECEIVED *SEE TERMS AND CONDITIONS ON REVERSE Payments made during the lifetime of this Agreement must be on a regular basis. Any variation can result in the cancellation of your contract This Agreement will automatically renew for additional term on the same conditions subject to inflationary cost increases unless customer gives 6ARLOP 30 days notice and is not valid unless approved by an authorized Manager. PERFORMANCE ASSURANCE PROGRAM BARLOP INC. (hereafter called BARLOP) and purchaser (hereafter called CUSTOMER) TERMS AND CONDITIONS L CUSTOMER'S RESPONSIBTLTTIES A Customer vvill provide a meter reading at money /quarterly intervals for the purpose of maintenance and binsg. All copies in excess of the amount included in the base charge am subject as a maintenance meter biting. B. Customerapeesto payimaicaspmmptly. Should Customer bei delinquent formwre than thirty (30) days BARLOP at its option may cancel this Agreement without nmice. C. Customer agrees to mi SARLOP prior to preventative service Islamists as indicated on treat side hereof. D. Customer agars to pfanpftyno* SARLOP of any problems amagurmans with th e systems and mace usage of the systems until correction of such problems are made. . E Customer agrees to use all furnished suppfws only fa copy making purposes In the system indicated on the hontside hereof. F. Customer agrees that in the event BARLOP does not receive correct monthy/quar%dylannuai copy counts, the Customer will receive monMly/quadedy /annual billing for the base amount The next LVvHTATTONS (coatiaral a r O. This agreementexlends only to the original Customer and is non-transferable. This Agreement cannot be honored 9the equipments moved out of BARLOP'S normal service area it the equipment is moved beyond SARLOP'S service zones, Buyer agrees ths Consact shall be deemed terminated by Buyer. H. The transfer of equipment to a diffemntzone within the service area subjects the Contract to the applicable ate for the new zone. L BARLOP reserves the right to Inspect an equipment to be covered now this Agreement to deternme that it is in good mechanicatcomitionan the effective date of the Agreement Should the equipment require Moak of overhaul for acceptance, such repays, If requested, wil be made at BARLOP'S then anent county rate plus pads. SARLOP reserves the right to dsconfinue this Agreement on any machine fa the following reasons: 1) the machine is not being used in accordance wits intended purposes 2) lack of proper operator maintenance between scheduled inspections 3) abuse of equipment by th e operators , 4) equipment requires in shop repair or overhaul but approval to proceed has been denied. 5) in the event pars am no longer available to BARLOP from the manufacturer of the equipment sequentiatkilling wll have excess mater billing for the previous and current billing periods. J. Cusfomees exclusive remedy and SARLOP'S entire /abiily in Contazt, or otherwise, will be G. Customer agrees that all suppliesfumshed hereunder including consumable parts such as drums, m make ail necessary adjustments and repah(aat SARLOP'S option replace or subculture remain the pmpartyofBARLOP call said supplies are mmumed to the extent that they may not be equipment) to keep the equipment in good operating rendition in accordance with the further utilized in the copy maldog pmaons. - manufacturer's policies then in effect H. Custmor shag Provide a equipment key operator fa each sh'dtofPosition and shall, at SARLOP'S request, presentopeators fa instruction in use and care of the equipment I: PLAN A ONLY- SARLOP guarantees to mumond to emergency service calswithia We business hour to allCUSNmers residing within a hventydrve mile adios of an authorized BARLOP location In the event that SARLOP tons to meet is &hour emergency response time guarantee, and Customer wishes to avail itself for the $25.00 beat Customer must sang a BARLOP service manager Whim fortyeight boom of SARLOP'S failure to respond. Service Manager shall issue a coupon valid for a $25.00 credit on Mrs purchasing. Emergency response pedafns to inoperative equipment only. J. PLAN A ONLY — Customer agrees; toner wli be used exclusively N connoted equipment listed above. CusVi nerudher agrees If usage Is deemed excessive Customer agrees to pay for "ceustvetona at SARLOP current published price. K customer wb providesui%blecomeetion for connected equipment and required cabling to connect to slaves. 1) Customer agrees to pay for can tax on Performance Assurance Programs. KLEWTATTONS A. The charge; codes ths contract shall spec'dsaly evcluda coverages for the following: 1) repairs resuiling nom causes other than normal use: such as abuse, a misuse by the operators indudmg without rolaan, damage to copier dr uos and use of unauthorized supplies. it shall also excludeaccidents, damage due le transportation, unsuitable or failure of electrical power, and failure 2) cepabs made necessary, by service performed other than by BARLOP a its authorized representatives. 3) service calls or wore which the Cum merrequests to be performed outside BARLOP'S business hours (Monday through Friday, 6:30 a.m. to 5:00 p.m excluding weekend and holiday& except that such after boom work may be emerged by separate contract and payment of additional charges. 4)amnditiming, abu nil, overhaurmgamodrfication to the equipmentexceptthouspmiTied by . the authorized SARLOP representative u assure betterpertormanm of the equipment 5) al optional equipmentunlesa otherwise specifier) on the hard of ths agreement B. PLAN A ONLY —This agreement shag be honored by MR LOP only so long as Customer agrees to snow to perform an in shop reconditioning at the end of the of the fourth year of ownership of the equipment and everyfoudh year thereaget. SARLOP wanans the costofsuch moondiffming will not exceed a sum equal to twelve times themonthly minmum charge to in eftectfa the above described equipment In the event thatBARLOP deems that the" would be advisable, BARLOP retains the option of substitution a charge of Reconditioned machine of smilarmake and model fa the equipment deunbe labove and . Subject to the charges of this Contract ' C. in the Went that it s necessary to wove the equipment to (3ARLOP's facility formpar, BARLOP will provide transportation to and from theservee point and will provide a similar machine whenever possible. Customer agrees to pay the standard monthylquatsr /annual charge and overage. PLAN A ONLY D. MOP will not be liable for any failure of delay in performance due in whole in Pad to any muse Beyond SARLOP'3 conical, including but not rmfded to workatoppages, foes. crvldsobedie rce, dos, Reactions, acts of god and War ocouner c rs. E. Them are no express or implied warmnties, including the implied warranties of merchantability and times$ fora particular purpose, not specified harem respecting ths Agreament for the services Provided. F. This Agreement represents the entire ageement between the parties and supersedes an prior== and widen proposals and communea5ons. K In no eventevig BARLOP be gable for any forecast special or consequential damages arising out of ths Agreement the use of any equipment and services provlded under this Agreement 1) BARLOP Is not responsible, far software provided by equipment manufachicu Posts, madsoffeem license terms and conditions at time of insulation) not be responsible for network preventing equipment to function as printer, scanner, scan to e-mail. Our Performance Assumme Program starts at connection pods of equipment. Aff software is to be Installed By customer I.T. personal. 2) Data Always at Risk in repaus of had disk orsmlardata storage device or media, we cannot guaany the integrity, of the data during the repair process. Its the nesponsibddy of the customer to back up data and applications and provide far data security L. The amount of this agreementshatl be increased by an amount equal to any applicable lac new or hereafter assessed, levied or imposed by a federal, state or local authority M BARLOP INC. has the fight to increase this agreement rate at the beginning of each renewal term wghoutnatim. N. Under PLAN A SARLOP trig repine without charge parts, which have broken or wom through use and are necessary tomazhine servicing and maintenance adjustments, not including expendables such as paper, staples and coknedterms. BARLOP agrees to fumsh subsoraetl supplies and drums which shall be delvered at accepted intervals and in suffefent quantities as usage history dictates and as determined by BARLOR 0. Under PLAN B SARLOP wig replace without charge pars which have broken or were though use and are necessary to machine servicing and maintenance adjustments, not Including expendables such as papa, toner, developer, staples, master, toed begs, tamps, and panes. P. Under PLAN C BARLOP will replace without charge pads which have broken orwem through use and am necessary to machine servicing and maintenance adustru s, notincuding expendables such as paper, toner, developer, staples, master, feed bells, lamps, photoconductor dims, panes, and thermalmoordng heads. Q. No one is authorized to change, after, a amend theferms a conditions of ths agreement unless agreed to in writing by both parties. R SARLOP reserves the right to refuse aders for Maintenance Agreements where service is not available or in remote seas. S. This Contract does not provide for the replacementconsuumable supplies. Installation of papa, developer, know may be performed wtihout charge 9the sencetechnsian is present for service reasons. Acharge, at SARLOP'S normal hourly ale, will be made If a special call is requested for the purpose of Installing these isms. im CANCELLATION AND DEFAULT A Ths agreement may be terminated by either parry as of the tst day of the month following 3) days written notice. In the event termination, chageswffl be prated and SARLOP will refund the unearned portion of any amount prepaid less an Mly cancellation fee equal to 10% of the existing cost B. Should Customer fail to pay monihirimm edy /annual billing a other charges as may be Called fa under this Contract within Imly, (30) days ofth asubmission of the Invoice. BARLOP may at itsopm: 1) reuse to continue service of the equipment a 2) tumsh service arty on a C.O.O.'per mV bass. C. Customer agrees to pay a finance charge of I.V. per month on any past due balance. Further, Customer agrees to pay all cos %of collection including reasonable atfomey's fees whether suit be brought or not Incurred by SARLOP INC. in collecting any past due balance a recovering any equipment AD payment shall be made to SARLOP INC. at its offices in DADE COUNTY, FLORIDA. D. Upon cancellation Customer agrees to pay fa all parts, labor and supplies mndered during canceled Contanpedod. AMENDMENT TO MUNICIPAL LEASE AGREEMENT THIS AMENDMENT is made as of this'�.Oday o 2008. WHEREAS, the City of South Miami ( "You" and "Your ") and Banc of America Leasing & Capital, LLC ( "We ", "Us" and "Our ") desire to enter into a Municipal Lease Agreement No. dated (the "Lease ") and; WHEREAS, in order to enter into the Lease, the parties mutually agree to make the following changes to the terms of the Lease. NOW THEREFORE, the parties mutually agree as follows: 1. The second sentence in Paragraph 4 (Late Charges; Other Charges) is deleted in its entirety and replaced as follows: "All of City of South Miami payment terms are based on Florida Statutes 196." 2. The second, third, fourth and fifth sentences in Paragraph 11 (Taxes; Personal Property Tax Fees) are deleted in their entirety. 3. All references to "Michigan" are replaced with "Florida" in Paragraph 14 (Finance Lease; Amendments). 4. The second to last sentence in Paragraph 16 (Non- Appropriation) is deleted in its entirety and replaced as follows: "In such event, Barlop Business Systems shall return the Equipment to us, at its own expense." 5. The last sentence in Paragraph 16 (Non- Appropriation) is deleted in its entirety. 6. Paragraph 19 (Equipment Return) is deleted in its entirety and replaced as follows: "If you do not exercise the Lease End Purchase Option at the end of this Lease term, you will notify us within 60 days, but no more than 120 days, prior to the end of the lease term of your intention to return all (but not less than all) the Equipment. You must disassemble the Equipment and make it available for pick -up at lease end. Equipment shall be returned in good condition, repair and working order, ordinary wear and tear resulting from the proper use thereof excepted. Equipment shall be returned with all essential equipment and accessories that accompanied the Equipment when originally delivered. If returned Equipment fails to meet the above requirements, you shall be solely responsible for any and all damage or loss charges. If you fail to properly notify us, you shall pay to us the regular Lease payments until the Equipment is returned." 7. All provisions of the Lease not amended by this Amendment shall remain in full force and effect as set forth in the Lease. CITY OF gqSOUTTH M_IA/MI By: M, /Yf.00.fA �.Id.GOCU� Name: /�U� 'r ✓/(�Lm� Title: Date: BANC OF AMERICA LEASING & CAPITAL, LLC By: 11MIMM Title: November 20, 2008 Jose Lopez Barlop Business Systems 6376 North West 88th Street Miami, FL 33168 RE: Lease Agreement No. between Banc of America Leasing & Capital, LLC ( "BAL ") and City of South Miami Dear Jose In order to induce BAL to purchase the Lease Agreement referenced above, Barlop Business Systems ( "Dealer") agrees to the following additional terms and conditions: At the end of the Lease term and pursuant to Paragraph 19, Equipment Return, as amended, or in the event of Non - Appropriation, Dealer will be responsible for the return of the Equipment and associated costs to BAL's designated location within 30 days of termination. If the Equipment is not returned to BAL in good operating condition within 30 days of termination, Dealer will be responsible for paying BAL its assumed residual value for the Equipment, as determed by BAL at the commencement of the Lease. Upon receipt of payment of BAL's assumed residual value, BAL will transfer its right, title and interest in the Equipment to Dealer. Please indicate your acceptance by executing in the area provided. Sincerely, Banc of America Leasing & Capital, LLC Acknowledged and Agreed: Barlop B ss tems By: Title: a 454 Date: �>/3� November 20, 2008 Jose Lopez Barlop Business Systems 6376 North West 88th Street Miami, FL 33168 2i'' RE: Lease Agreement No. �3W J`t`2 between Banc of America Leasing & Capital, LLC ( "BAL ") and City of South Miami Dear Jose: In order to induce BAL to purchase the Lease Agreement referenced above, Barlop Business Systems ( "Dealer") agrees to the following additional terms and conditions: At the end of the Lease term and pursuant to Paragraph 19, Equipment Return, as amended, or in the event of Non - Appropriation, Dealer will be responsible for the return of the Equipment and associated costs to BAL's designated location within 30 days of termination. If the Equipment is not returned to BAL in good operating condition within 30 days of termination, Dealer will be responsible for paying BAL its assumed residual value for the Equipment, as determed by BAL at the commencement of the Lease. Upon receipt of payment of BAL's assumed residual value, BAL will transfer its right, title and interest in the Equipment to Dealer. Please indicate your acceptance by executing in the area provided Sincerely, Banc of America Leasing & Capital, LLC Acknowledged and Agreed: Barlop Bysmi ess S tems By. Q Title: I