10-18-05 Item 18M
South Miami
AIFAme�icaCitY
CITY OF SOUTH MIAMI j
OFFICE OF THE CITY MANAGER
INTER- OFFICE MEMORANDUM 2Q01
To: Honorable Mayor, Vice Mayor
and City Commission
From: Maria V. Davis
City Manager 6
Date: October 18, 2005
Subject: Agenda Item 4 _ / f —
Commission Meeting 09/06/05
Re: City wide Copiers
ORDINANCE
AN ORDINANCE OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF SOUTH MIAMI, FLORIDA, AUTHORIZING THE CITY
MANAGER TO ENTER INTO A 36 -MONTH COPIER LEASE
AGREEMENT WITH BARLOP BUSINESS SYSTEMS AND ITS LEASING
COMPANY BANC OF AMERICA LEASING, IN THE AMOUNT OF
$29,600.00 PLUS OVERAGES PER YEAR FOR THE NEXT THREE YEARS;
CHARGING THE DISBURSEMENTS TO ACCOUNT NUMBER 001 -1320-
513.4710 TITLED "PRINTINGBINDING/PHOTOCOPY "; PROVIDING FOR
SEVERABILITY, ORDINANCES IN CONFLICT, AND AN EFFECTIVE
DATE.
BACKGROUND AND ANALYSIS
The City's copier lease with Barlop business Systems expires on October 30, 2005.
In accordance with the City's competitive bidding procedures, quotes were requested from four
different vendors: Toshiba, Xerox, Barlop, and Copyco.
Barlop Business Systems, the lowest quote, is the authorized dealer for Gestetner copiers, a
subsidiary of Ricoh merged into Savin. Barlop Business Systems also holds the Dade County
Public School Board bid. Barlop Business Systems has demonstrated their professionalism and
excellence in response time and service to the City during the past three years.
The attached new three -year lease contract will replace all nine city copiers (plus one additional)
with new, digital, multifunctional copiers including the addition of one in the Central Services
office for city -wide usage.
Digital copiers connected to the network will allow users to have the option of using the copier
as a printer, fax or copier from their workstations. By using the copiers as printers we are
anticipating a drop in the expense of printer and fax ink cartridges and to be able to eventually
phase out some of the small desk -top printers and faxes. Most of the copiers will also have
features for scanning. Among other features, these copiers will be able to keep track of usage by
each employee through the issuance of a security code to each user. Due to increased Citywide
services and the copier usage as a printer, I have anticipated an increase in the copier volume
allowance per month as reflected in the contract.
All copiers will include a maintenance contract that will include all parts and supplies except for
staples and paper. Response time is 4 hours or less.
Funds for first year are included in the proposed fiscal year 2005/2006 budget under account 001-
1320- 513.47 -10, Printing /Binding /Photo copy.
RECOMMENDATION
Approval is recommended.
1 ORDINANCE NO.
2
3 AN ORDINANCE OF THE MAYOR AND CITY COMMISSION OF THE
4 CITY OF SOUTH MIAMI, FLORIDA, AUTHORIZING THE CITY
5 MANAGER TO ENTER INTO A 36 -MONTH COPIER LEASE
6 AGREEMENT WITH BARLOP BUSINESS SYSTEMS AND. ITS LEASING
7 COMPANY BANC OF AMERICA LEASING, IN THE AMOUNT OF
8 $29,600.00 PLUS OVERAGES PER YEAR FOR THE NEXT THREE YEARS;
9 CHARGING THE DISBURSEMENTS TO ACCOUNT NUMBER 001 -1320-
10 513.4710 TITLED "PRINTING /BINDING /PHOTOCOPY "; PROVIDING FOR
11 SEVERABILITY, ORDINANCES IN CONFLICT, AND AN EFFECTIVE
12 DATE.
13
14 WHEREAS, our current lease with Barlop Business Systems, expires on October 30,
15 2005; and
16
17 WHEREAS, quotes were requested. from different vendors in accordance with City
18 competitive bidding procedures; and
19
20 WHEREAS, Barlop Business Systems is an authorized dealer and distributor of Gestetner
21 a subsidiary of Ricoh, merged into Savin; and
22
23 WHEREAS, Barlop Business Systems provided the lowest quote among four vendors and
24 also holds the Dade County Public Schools bid for the current fiscal year; and
25
26 WHEREAS, all copiers will be digital multifunctional with capabilities of faxing, e-
27 mailing, scanning and printing; and
28
29 WHEREAS, Barlop Business Systems will provide the maintenance on the equipment,
30 to include emergency maintenance calls, regular maintenance and all supplies except staples and
31 paper during the term of this lease; and
32
33 WHEREAS, Banc of America Leasing will be the leasing company of the equipment; and
34
35 WHEREAS, the lease and maintenance contract shall be effective October 1st, 2005
36 through September 30, 2008.
37
38 NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY COMMISSION
39 OF THE CITY OF SOUTH MIAMI, FLORIDA, THAT:
40
41 Section L The City Manager be, and hereby is authorized to sign a three -year
42 contract, together with the attached "Addendum,' with Barlop Business Systems and its leasing
43 company Banc of America Leasing to disburse $29,600.00 a year plus any overage amounts for
44 the next three years.
45
46 Section 2. That this budgeted disbursement be charged to Account 1320 - 513.4710
47 (Printing/binding/Photo copy), and all future budgets will reflect the annual lease amounts to the
48 end of the contract term.
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Section 3. This ordinance shall take effect immediately upon approval.
PASSED AND ADOPTED this day of 2005.
ATTEST:
CITY CLERK
1" Reading
2nd Reading
READ AND APPROVED AS TO FORM:
CITY ATTORNEY
JAMy Documents\resolutions \Ordinance COPIERS Sept 05.doc
APPROVED:
•7
COMMISSION VOTE:
Mayor Russell:
Vice Mayor Palmer:
Commissioner Wiscombe:
Commissioner Birts- Cooper:
Commissioner Sherar:
MIAMI DAILY BUSINESS REVIEW,
Published Daily except Saturday, Sunday and
Legal Holidays
Miami, Miami -Dade County, Florida
STATE OF FLORIDA
COUNTY OF MIAMI -DADE:
Before the undersigned authority personally appeared
SOOKIE WILLIAMS, who on oath says that he or she is the
VICE PRESIDENT, Legal Notices of the Miami Daily Business
Review f /k/a Miami Review, a daily (except Saturday, Sunday
and Legal Holidays) newspaper, published at Miami in Miami -Dade
County, Florida; that the attached copy of advertisement,
being a Legal Advertisement of Notice in the matter of
CITY OF SOUTH MIAMI - PUBLIC HEARING - 9/20/2005
ORDINANCE CREATING CHAPTER 21, ETC.
in the XXXX Court,
was published in said newspaper in the issues of
09/09/2005
Affiant further says that the said Miami Daily Business
Review is a newspaper published at Miami in said Miami -Dade
County, Florida and that the said newspaper has
heretofore been continuously published in said Miami -Dade County,
Florida, each day (except Saturday, Sunday and Legal Holidays)
and has been entered as second class mail matter at the post
office in Miami in said Miami -Dade County, Florida, for a
period of one year next preceding the first publication of the
attached copy of advertisement; and affiant further says that he or
she has neither paid nor promised any person, firm or corporation
an7S.0pu unt, rebate, commission or refund for the purpose
of r g this advertisement for publication in the said
ne , er.
Sworn to and subscribed before me this
09 day of SEPTEMBER A.D. 2005
(SEAL)
SOOKIE WILLIAMS personally known`io Tana I. Mesa
c My Commission DD293855
OF Expires March 04, 2009
W' usi Systems
ness
Performance Assurance Program
8376 N.W. 68th Street Miami, Florida 33166 Tel: 305- 594 -0470 Fax: 305 - 5942189
SALES /SERVICE REP
E -MAIL: Service @Barlop.Com HTTPJNVVVW.Barlop.Com
BILLING
INTERVALS
CUSTOMER NAME
ACCOUNT No. (SHIP TO)
CONTACT
PHONE NO.
.City of South Miami_
ath Vaz uez
(305)663-6339
SHIP TO ADDRESS
CITE
STATE
ZIP CODE
6130 Sunset Drive
South Miami
F1,
33143
BILL TO ADDRESS
CITY
STATE
ZIP CODE
6130 Sunset Drive
Fl.
33143
P.O. #
EQUIPMENT INSTALL DATE
t-AX N96BER
AIL ADDRESS
MACHINE AND ACCESSORIES
MODEL
DESCRIPTION
SERIAL NUMBER
BILLING
INTERVALS
OVERAGES*
PER COPY amount
ANNUAL
BASE CHARGE
10 each
Digital S ste
cents
cents
cents
CONTRACT START: DATE SUBTOTAL
START METER READING: 000 , 0 0 0 SALES TAX
TERMS: DUE UPON RECEIPT TOTAL MINIMUM ANNUAL CHARGE
IX) 11 I J
*BILLING INTERVALS MONTHLY QUARTERLY ANNUAL `BILLING INTERVALS LIMITED ON SOME PROGRAMS
MONTHLY BILLING - BASE OF $ 7 5 0 . 0 0 BE BILLED EACH MONTH, PLUS SALES TAX ( WHERE APPLICABLE)
1 2 5 , 0 0 0 COPIES INCLUDED IN EACH BASE CHARGE EXCESS COPY CHARGE OF J-� PER COPY. * S e e B e 1
QUARTERLY BILLING - BASE OF $ TO BE BILLED EACH QUARTERLY, PLUS SALES TAX ( WHERE APPLICABLE)
COPIES INCLUDED IN EACH BASE CHARGE EXCESS COPY CHARGE OF $ PER COPY.
ANNUAL BILLING- ALL ANNUALLY BILLED CONTRACTS ARE ON A TIME OR USAGE BASIS. WHICHEVER OCCURS FIRST AT AN
ANNUAL BASE CHARGE OF$ or COPIES, EXCESS CHARGE OF $ PER COPY.
PERFORMANCE�The above described copier shall be conditionally warranted by BARLOP INC. for as long as the above
PLAN A X 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 ❑described Customer shall own this machine. This warranty shall cover parts, labor (excluding drums,
CUSTOMER ACKNOWLEDGMENT consumable 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 Excess coov charcte is as follows
B/W copies @ 0068 Cents per Copy. Full Color copies f2 07R Cents der CoI2y
APPROVED BY BARLOP INC.
SERVICE MANAGER APPROVAL DATE
CUSTOMER ACCEPTANCE
CUSTOMER NAME DATE
AUTHORIZED CUSTOMER SIGNATURE TITLE
*COVERAGE NOT IN EFFECT 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
terms on the same and conditions subject to inflationary cost increases unless customer gives BARLOP 3D days notice and is not valid unless approved by an authorized Manager.
PERFORNIANCE ASSURANCE PROGRAM
BARLOP INC. (hereafter called BARLOP) and purchaser (hereafter called CUSTOMER)
CUSTOMER'S RESPONSIBILITIES
TERMS AND CONDITIONS
LIMITATIONS (continued)
Customer will provide a meter reading at monthlylquartedy intervals for the purpose of maintenance G. This agreement extends only to the original Customer and is non - transferable. This Agreement cannot be
and billing. AD copies in excess of the amount included in the base charge are subject to a honored if the equipment is moved out of BARLDP'S normal service area. If the equipment is moved
maintenance meter billing. beyond BARLOP'S service zones, Buyer agrees this Contract shall be deemed terminated by Buyer.
3. Customer agrees to pay invoices promptly. Should Customer be delinquent for more than thirty (30) FL The transfer of equipment to a different zone within the service area subjects the Contract
days BARLOP at its option may cancel this Agreement without notice. to the applicable rate for the new zone.
:. Customer agrees to notify BARLOP prior to preventative service internals as indicated on front side
hereof.
�. Customer agrees to promptly notify BARLOP of any problems or malfunctions with the systems and
cease usage of the systems until correction of such problems are made.
Customer agrees to use all furnished supplies only for copy making purposes in the system indicated on
the front side hereof.
F. Customer agrees that in the event BARLOP does not receive current monthlylquartadylannual copy
counts, the Customer will receive a moruthlylquartedylannual btlfing for the base amount The next
sequential billing will have excess meter billing for the previous and current billing periods.
G. Customer agrees that all supplies furnished hereunder including consumable parts such as drums,
remain the property of BARLOP until said supplies are consumed to the extent that they may not be
further utilized in the copy making process.
H. Customer shall provide an equipment key operator for each shit of position and shall, at BARLOP'S
request, present operators for instruction in use and care of the equipment
1. PLAN A ONLY- BARLOP guarantees to respond to emergency service calls within five business hours to
all Customers residing within a twenty -five mfle radius of an authorized BARLOP location. In the event
that BARLOP fails to meet its 5-haur emergency response time guarantee, and Customer wishes to avail
itself for the $25.DD credit Customer must notify a BARLOP service manager within forty -eight hours of
BARLOP'S failure to respond. Service Manager shall issue a coupon valid for a $25.DD credit on future
purchasing. Emergency response pertains to inoperative equipment only.
L BARLOP reserves the right to inspect all equipment to be covered under this Agreement to determine
that if is in good mechanical condition on the effective date of the Agreement Should the equipment
require repair or overhaul for acceptance, such repairs, 'd requested, will be made at BARLOP'S then
current hourly rate plus parts. BARLOP reserves the fight to discontinue this Agreement on any machine
for the following 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 repair or overhaul but approval to proceed has been denied.
S) in the event part" . are no longer available to BARLOP from the manufacturer of the equipmenL
J. Customers exclusive remedy and BARLOP'S entire liability in Contract, or otherwise, will be
to make all necessary adjustments and repair. (or at BARLOP'S option replace or substitute
equipment) to keep the equipment in good operating condition in accordance with the
manufacturers policies then in effect
K In no event will BARLOP be liable for any indirect, 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, for software provided by equipment manufacturer (please read software
license terms and conditions at time of installation) nor be responsible for network preventing
equipment to function as printer, scanner, scan to a -malt. Our performance Assurance Program
starts at connection ports of equipments. All software is to be installed By customer I.T. personal.
L The amount of this agreement shall be increased by an amount equal to any applicable tax now or
hereafter assessed, levied or imposed by a federal, state or local authority
J. PLAN A ONLY — Customer agrees toner will be used exclusively in contracted equipment listed above.
Customer further agrees if toner usage is deemed excessive Customer agrees to pay for excessive toner
M. BARLOP INC. has the right to increase this agreement rate at the beginning of each renewal term
at BARLDP current published price.
without notice.
K Customer will provide suitable connection for connected equipment and required cabling to connect to
N. Under PLAN A BARLOP will replace without charge parts, which have broken or worn through use and are
device. '
necessary to machine servicing and maintenance adjustments, not including expendables such as paper,
1) Customer agrees to pay for sales tax on Performance Assurance Programs.
staples and colored toners. BARLOP agrees to furnish authorized supplies and drums which shall be
delivered at accepted intervals and in sufficient quantities as usage history dictates and as deternined by
I.LIMITATIONS
BARLOP.
A. The charges under this contract shall specifically exclude coverages for the following:
1) repairs resulting from causes other than normal use: such as abuse, or misuse by the operators
incuding without fintit bon, damage to copier drums and use of unauthorized supplies. It shag also
exclude accidents, damage due to transportation, unsuitable orfailure of electrical power, and failure
2) repairs made necessary by service performed other than by BARLOP or_itss -authorized
representatives.
3) service tahls or wort: which the Customer requests to be performed outside 13ARLOP'S
business hours (Monday through Friday, 8:30 am. to 5:00 p.m excluding weekend and holidays.
except that such after hours work may be arranged by separate contract and payment of additional
charges.
4) reconditioning, rebuilding, overhauling or modification to the equipment except those specified by
the authorized BARLOP representative to assure better performance of the equipment
5) all optional equipment unless otherwise specified on the front of this agreement
B. PLAN A ONLY — This agreement shall be honored by BARLOP only so long as Customer agrees to allow
to perform an in shop reconditioning at the end of the of the fourth year of ownership of the equipment and
every fourth year thereafter. BARLOP warrants the cost of such reconditioning will not exceed a sum
equal to twelve times the monthly minimum charge then in effect for the above described equipment In
the event that BARLOP deems that that it would be advisable, BARLOP retains the option of substituting
a charge of Recondifioned machine of similar make and model for the equipment described above and .
subject to the charges of this Contract
C. In the event that it is necessary to remove the equipment to BARLOP S facility, for repair, BARLOP will
provide transportation to and from the service point and will provide a similar machine whenever possible.
Customer agrees to pay the standard rrronthlylquarterlannual charge and overage. PLAN A ONLY
D. BARLOP will not be Gable for any failure of delay in performance due in whole or in part to any cause
Beyond BARLOP'S control, including but not limited to work stoppages, fires, ciwl disobedience, dots,
Rebellions, acts of god and similar occurrences.
E. There are no express or implied warranties, including the implied warranties of merchantability and fimess
for a particular purpose, not specified herein respecting this Agreement for the services provided.
F. This Agreement represents the entire agreement between the parties and supersedes all prior oral and
written proposals and communications.
0. Under PLAN B BARLOP will replace without charge parts which have broken or worn through use and are
necessary to machine servicing and maintenance adjustments, not including expendables such as paper,
toner, developer, staples, master, feed belts, tamps, and panels.
P. Under PLAN C BARLOP will replace without charge parts which have broken or worn through use and are
necessary to machine-servicing and maintenance adjustments, not including expendables such as paper,
toner, developer, staples, master, feed belts, lamps, photoconductor drums, panels, and thermal recording
heads.
Q. No one is authorized to change, alter, or amend the terms or conditions of this agreement unless agreed
to in writing by both parties.
R BARLOP reserves the right to refuse orders for Maintenance Agreements where service is not available
or in remote areas.
S. This Contract does not provide for the replacement of consumable supplies. Installation of paper,
developer, toner may be performed without charge I the service technician is present for service
reasons. A charge, at BARLOP'S normal hourly rate, will be made if a special call is requested for the
purpose of installing these items.
im CANCELLATION AND DEFAULT
A This agreement may be terminated by either party as of the first day of the month following 30 days
written notice. In the event termination, charges will be prorated and BARLOP will refund the unearned
portion of any amount prepaid less an early cancellation fee equal to 10 % of the existing cost
B. Should Customer fail to pay monthlylquartedylannual bgfung or other charges as may be Caged for under
this Contract within thirty (30) days of the submission of the invoice. BARLOP may at its opfion:
t) refuse to continue service of the equipment or 2) furnish service only on a C.O:D. 'per call' basis.
C. Customer agrees to pay a finance charge of 1.5% per month on any past due balance. Further, Customer
agrees to pay all costs of collection including reasonable attomey's fees whether suit be brought or not
incurred by BARLOP INC. in collecting any past due balance or recovering any equipment All payments
shall be made to BARLOP INC. at tg offices in DADE COUNTY, FLORIDA.
D. Upon cancellation Customer agrees to pay for all parts, labor and supplies rendered during cancelled
Contract period.
tsankof America Municipal Lease Agreement
Administration Center, PO Box 7023, Troy, Michigan 46007 -7023
® Fax To: 900,436.9579 • Page 1 oft
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. -
Lessee Full Legal Name 1 reoeral lax lu a
Citv of South Miami I
Billing Contact Person Billing Contact Phone No
Kathv Vazauez (305)663 -6339
Billing Address Address City county state lip
6130 Sunset Drvie South Miami Dade F1. 33143
Equipment Location Address city County state zip
Complete Equipment Location only If different from billing address
Eauinment Cescriotion
Quantity I
Manufacturer j Model Number
Description
Serial Number
1 IGestetner
iDSM675SP
Gestetner DSM635SP
1
Gestetner IDSC435SPF
1
jGestetner DSC415PF
I I
'Perm Lease Payment Schedule
Term I Security Deposit/Advance Payment (Check One Only) Lease End Purchase Option Base Monthly Lease Payment* Billing Cycle
(months) I Q Security Deposit(s) $ 0 0 0 ®FMV (defined In Section 18 } Q 51 !Pius Applicable fazes - seeSecdan ii 1® Monthly ❑ Quarterly
36 ❑ Advance Payment(s) $ 0. 00 ❑ other. 1$1 x 714.00 10 Semi- Annual ❑ Annual
Perms /Conditions
IMPORTANT: NEITHER THE SUPPLIER NOR ANY SALESPERSON ARE OUR AGENT. THEY HAVE NO AUTHORITY TO SPEAK ON OUR BEHALF OR MAKE ANY CHANGES TO THIS LEASE THEIR STATEMENTS WILL NOT AFFECT
YDUR RIGHTS OR OBLIGATIONS UNDER THIS LEASE
L LEASE AGREEMENT; PAYMENTS: We agree to lease to you and you agree to lease from us the equipment fisted 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 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 101iw 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 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 shalt 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 $LOD, 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 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. K any payment is not made when due, you agree to pay a late charge at the rate of 20% of such late pay.
ment or $35, whichever is greater, You also agree to pay $25 for each returned check,
S. 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 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 purchases! 1L
S. NO WARRANTIES: WE ARE LEASING THE EQUIPMENT TO YOU "AS I5," 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 twill have no set -offs or counter- claims against us. (Continued on Page 2)
Lessee Authorized Signature THIS LEASE MAY NOT BE CANCELED
Authorized Signer
Title indicate Purchasing Agent Buyer, etc.
Eenipment Acceptance Certificate
You certifythat all of the Equipment referred to in this tease 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,
ACCORDINGLYYOU AUTHORIZE US TO PURCHASE THE EQUIPMENT FOR YOUR USE
Authorized Signer Date Print Name - -
XTitle Indicate Purchasing Agent Buyer, etc
BafA10/R- 06/2.L05
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; (b) 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 (el have provided accurate financial information
to us and will annually provide us with financial 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-
emmental 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, 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 mal-
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 insurer(s) 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 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 to 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 O all !.
amounts which are currently due to us under this Lease, but are unpaid, plus (it) 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=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, dam-
ages, claims and expenses (including attorneys' fees and legal costs) arising out of the manufacture, put
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, f
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 liar+
bhltty to the manufacturer or supplier arising under any purchase orders issued by or assigned to us
1,L 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 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'r
PPT assessed for your Equipment in the preceding tax year. We may also charge you an administrative fees
of no more than $12 per item of leased Equipment with each PPT big to offset the costs associated with i»
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 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 against us or any supplier.
1.3. DEFAULT; DAMAGES: If you, or any guarantor of your obligations: (a) fag 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. (l 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, (ii) with or without notice, demand or legal
process, to -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.
diately terminate this Lease (and any other agreements we have with you), (vi) apply arty security deposit
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% Der month, or the maximum amount permit-
led 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 Lane is SL 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 T0: (a)
BE SUBJECT TO THE PERSONAL JURISDICTION OF THE STATE OF MICHIGAN IN ANY CONTROVERSY THAT
MAY ARISE RELATING TO THIS LEASE, ANY GUARANTY DR 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, (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-1. 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) CANCELTHIStEASE; (b) REJECT TENDER OF THE
EQUIPMENT; (c) REVOKE ACCEPTANCE OF THE EQUIPMENT; (d) 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 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
some shall be leased from us.
17.8038 FILING: You agree that you will timely file a Form 8038 -GC (or, as necessary, Form 803E G), or any
revised or renumbered font 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 Cade
IS. PURCHASE. OPTION: If you are not in default you may at any time with 60 days prior written notice pur-
chase ail (but not less than all) the Equipment for a price equal to the sum of all remaining payments to
come due during the tern (f 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 wrltten 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 $:L
19. EQUIPMENT RETURN: if you do not exercise the Lease End Purchase Option at the end of this Lease
Tenn, you will immediately crate, insure and ship alt, 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 intent to return the Equipment under this Section. You agree
to pay a restocking fee not to exceed $IDO 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 mar,
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 shag pay to us
the regular Lease payments each month until all of the Equipment is returned. ifthe 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 wilf 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 shag 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 000, 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 ropy 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 con-
cerning the propriety of any fax.
2L MISCELLANEOUS: H 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 tease. 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 MODIFLED OR ALTERED UNLESS IT IS IN WRITING
AND SIGNED BY ONE OF -OUR OFFICERS.
Mmdchw tease Agroemesf, Page 2 of 2
Authorized Signer Lessee Full Legal Name
Title Indicate Purchasing Agent, Buyer, et,_ Contract Number
Accepted by: Banc of America Leasing & Capital, LLC Oakland County, Michigan, Lessor
Signed By: Date
EWM /R -06/21.05
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Addendum
September 6, 2005
Re: Addendum to Municipal Lease Agreement on copiers
Bank of America
• #1 -LEASE AGREEMENT, & #4 LATE CHARGES, 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 ".
• #11- 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 %.
0 #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.
O #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.
Maria Davis / Date
City Manager
Bank of America / Date
South Miami
An AmedcaCro
III111
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
Kvazq uez @cityofsouth miam i. net
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