HomeMy WebLinkAboutKonica Minolta/DOL Konica Minolta Business Solutions U.S.A.
Department of Law - 2004
Appropriation ~:430-53004; P.O. 12920
Contract Not To Exceed $915.00
APPROVED ASTO FORM
RIDER TO GOODS AND SERVICES AGREEMENT
This Rider to the Goods and Services Agreement ("Agreement") executed by Konica Minolta Business
Solutions ("Vendor") and the City of Carmel, Indiana ("City") on September 06, 2000 (City Contract No.
0906.00.03), is hereby entered into by and between the City, acting through its Board of Public Works
and Safety, and Vendor on this ~q~ day of ~~_, 2004.
WHEREAS, on January 1, 2001, the City instituted a mandatory "purchase order system" for the
City's purchase of all goods and services exceeding Two Hundred Fifty Dollars ($250.00) in value; and
WHEREAS, in order to operate under this "purchase order system," every City contract must
contain an estimate of the cost of providing goods and services to the City pursuant to such contract, and
the City must rely on this estimate when encumbering sufficient monies to pay for same.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
l. The above Recitals are incorporated herein as though they were fully set forth below.
2. Vendor estimates that the total cost for all goods and services ( Goods and Services ) promde
to City pursuant to the Agreement during calendar year 2004 will not exceed Nine Hundred Fifteen
Dollars ($915.00) (the "Estimate").
3. City agrees to prepare a purchase order setting aside the sum of the Estimate to pay for the
Goods and Services provided during the time period covered by the Estimate, and to indicate budget
appropriation number 430-53004 as being that from which such Goods and Services are to be paid on said
purchase order.
4. Vendor agrees that it will not provide any Goods or Services to City during the time period
covered by an Estimate if the provision of same would cause the total cost of the Goods and Services
provided to City during such time period to exceed the Estimate amount, without prior written City
approval.
5. This Rider shall continue in effect from year to year, unless earlier modified or terminated in
writing by the parties hereto, except that this Rider shall automatically terminate on the date on which the
Agreement itself is terminated.
6. The terms of this Rider shall supersede any contrary terms or conditions contained in the
Agreement. All Agreement terms and conditions not so affected shall remain in full force and effect, are
incorporated herein by this reference and shall apply to this Rider as well.
7. The effective date of this Rider shall be the date on which it is last signed by a party hereto.
[Z \Law/E Bass\My Document s/Pr o £essional Services\2004/MINOLTA Rider LAW DEPT doc9/I 7/04]
Konica Minolta Business Solutions U.S.A.
Department of Law - 2004
Appropriation #430-53004; P.O. 12920
Contract Not To Exceed $915.00
1N WITNESS WHEREOF, the parties hereto have made and executed this Rider as follows:
CITY OF CARMEL, INDIANA ("CITY")
By and through its Board of Public Works
and Safety
/f. ftm~s B~ainard,presidir~ OffiCr
Mary Ai~ Burke, IV~ember/
Date:
Lori S.~ats~ember -
Date: //
MINOLTA BUSINESS SOLUTIONS ("VENDOR")
BY:/~)
A ' ed Si atur
Printed Name
Title
FID/TIN:
SSN if Sole Proprietor:
Date:
Sandra M. Johnson,
Deput~ Clerk for
[Z:\Law/E Bass/My Docume nls',Pr o fessiona] Set vices~2004\MIN O LTA Rider LAW DEPT doc9/l 7/04]
~SUPPLIER:
KONICA MINOLTA
Schedule No. (Completed by Owner)
nO. Master Cost Per Copy Agree .m. ent No. , ~'2~7/-~ the ("Agreement") between the User named below and the Owner.
itial Term of Agreement ~ G ~f'z~,"~ ' ·
EQUIPMENT SERIAL MONTHLY* MONTHLY COPY EXCESS COPY QUANTITY
DESCRIPTION NUMBER MINIMUM RENTAL ALLOWANCE CHARGE* #
PER
2. S COPIES COPY
PER
3. $ COPIES COPY
4. $ COPIES COPY
5. ~ COPIES COPY
PER
6. $ COPieS COPY
PER
7, $ COPIES COPY
8, $ COPIES COPY
PER
9. $ COPIES COPY
PER
O. $ coPies coPY
I *PLUS APPLICABLE TAX
LOCATION:
If this information differs with each machine, please attach a listing of locations by machine.
Equipment Location Street City State Zip
Customer Contact for Meter Readings: Fax No. ( )
BY SIGNING BELOW, USER AGREES THAT THE TERMS AND CONDITIONS OF THIS SCHEDULE AND THE MASTER COST PER COPY AGREEMENT TO WHICH
THIS SCHEDULE RELATES SHALL BE BINDING UPON USER.
ACCEPTED BY:
KONICA MINOLTA BUSINESS SOLUTIONS U.S.A., INC., Owner
BY
TITLE DATE
FULL L[G,{L NAME OF USER
BILLING ADDRESS I '
STATE '~IP -
,.ONE NO. )
BY X
DATE
AUTHORIZED SIGNER
PRINT NAME
MAJOR ACCOUNT MUNICIPAL MASTER
COST PER COPY SCHEDULE
FORM MB-96 REV 10/03
SUPPLIER:
MINOLTA BUSINESS SYSTEMS
APPROVED,
FORM
THIS RENTAL AGREEMENT MAY BE USED AS A MASTER AGREEMENT BETWEEN YOU AND US, AND SHALL
GOVERN ANY SCHEDULES, PURCHASE ORDERS OR OTHER INSTRUMENTS ("SCHEDULES") NOW OR
HEREAFTER SIGNED BY YOU AND US WHICH REFER TO THIS RENTAL AGREEMENT.
EACH SCHEDULE IN ADDITION TO ANY SPECIAL PROVISIONS IN THE SCHEDULE SHALL BE SUBJECT 3'0
ALL OF THE REPRESENTATIONS, COVENANTS, TERMS AND CONDITIONS OF THIS RENTAL AGREEMENT.
TO THE EXTENT OF ANY CONFLICT BETWEEN THE REPRESENTATIONS, COVENANTS, TERMS AND
CONDITIONS OF THIS RENTAL AGREEMENT AND SCHEDULE, THIS RENTAL AGREEMENT SHALL GOVERN.
TERMS AND CONDITIONS
The words YOU and YOUR mean the user of the Equipment. The words WE, US, and OUR refer to the owner of the Equipment.
1. RENTAL AGREEMENT ("AG REEMENT"): We agree fo rent to you and you agree to rent from us the Equipm, e~ n~t.,s~_ ?n the att,cch _e?..~S~ u~.le(sh~). ~ ~o~ ~ o~ I~.s~n pt ~e~P ~r~
us the Monthly Minimum Rental ("MMR") shown on the a'~ached Schedule(s), plus the Excess Copy Charge [ ~L,L, I shown on [ne anac,~ ~.,~u.~,-,
excess o the Monthly Copy Allowance "MCA"). I, in any month you make few.er copies than.the MCA, ~o? car~.o! ~c.ar ry o~.ver a ~c=r.(~. ~t...t~o..a~y,. ~, A~aa, ~mOn~hn~an~n da~Oabt~ cgc ~~
Schedule(s) to be a finance lease under Article 2A of the Uniform Commerbial Code,
2. TERM AND RENT: The Ag cement and corresponding Schedule(s) shall commence on the day that any o he Equipment is delivered to you (~Tbe Commencement
Date"). The MMR shall be payable in advance, in the anjou nfs and for the initial term provided on the attached Schedule(s), commencing on the commencement Date. ECC
shall be payable monthly in arrears, as billed. You agree to provide ac~urat? and timely meter feedings ~at =tl~= ,i~er~=t ~o~f e~avc~aPy~Rabl(~Rbli[~nAgTiOP~n~o~Tl~e3~l~'nl~ ~i~U~
alternative means spec[f~d by us. If meter reading_? are not re?..e[~,ed.~., ?=a~t ~=e=~ ,y ,~a~e~ .c.n,a~.s ~.a~,,e[~,~,~.6~U~C~d, 6~ri-6~£~ ~ ARE NOT SUBJECT TO
MONTHLY RENTAL AND OTHER SUMS AND ALL OTHER ~B_L?.'.A..i ,..,~,~.~ ~,,,~ ~.~ .~ ~T~'~I'~I~UT LIMITATION ANY CLAIM THAT YOU MAY HAVE OR
ABATEMENT, SET*OFF, DEFENSE OR COUNTERCLAIM FUN ,~r~Y ~_~ur~ wm~
p ~ ,~e~ ~t~hl~Yh~ hv the manufactu e r s You aclree to provide suitable space and e ect~cal se~/ices for the operation of the Equipment as reco e y
m n factu~erorus All artsre lacedorinstattedinthaEquipmantremanourpr°derty'Excedtfortheab°vemalntenance°bligati°n'wearefantiegtheEquipmentt°y°u
"A~ lU~~. WE MAKE N~}PwAR~{~NTIES, EXPRESS OR IMPLIED, INCLUD NG WARRANTIES OF MERCHANTABILII~' OR F TNESS FOR A pARTiCULAR PURPOSE IN
CONNECT ON W TH TH S AGREEMENT AND THE ATTACH ED SC H EDULE(S). We transfer to you for the term of this Agreement and any Sched ule(s) all warranties, if any,
made by the manufacture[ We are not liable for any modification or recision of manufactu ret warranties. You agree to continue making payments to us under this Agrsemerlt
nd an Scbedu[e s re a d ess of any claims ou may have against the manufacturer ....
a y e_(s_).[_.g. .............. Y~ ....... .,e w,.~n~s~n warren andcovenantthat(i vouamastateorlu yconsiutsdpoitcalsubd~sloneragancy
t4~eAreDoDf; (ii) the execution, delivery and pedormance by you of this Agreement and any Schedule(s) has been authorized by all necessary acts on you~ part, (i,,) th s
n and the attached Schedule s constitute a legal, valid and b nd ng ob gation on you enforceable in accordance with its terms and does not violate any city/town,
Agreeme ther overnmen a rOVlSlOn iv) ou w[I do o cause to be done all things necessary to ~eserve and keep this
district county or state s~otote rule, regulation, or o g P ' ; [ Y '
recreant in full force and effect; (vi you have complied w{th al bidd rig, hearing and other requirements unde[ all applicabie.,!a~vs, rules ar~ r~gulatio .ri,e..
aAng~b dueno r~:ation resened hisAgreementforapp~ovalandedoptionasavalidobligationonyourpad; (w) youhavesu~T~c~entapp~opr~ationsor.o...~.Tunosava~aoie.
an y P .... useaedo ratetheE upmen durmglhetermottrus~greenmntano
allamountsduebereunderforthecurren fisca penod (w0youw~llbetheo,nlyentd.ytoown, . pe q . ilebe
to pay hedule s ' and viii it is Your nten to make all payments provided for her~n for the full term of th~s Agreement and any Schedu e(s), ~f funds are I~gally ava __1_.
ThereforeanySc and(in) ~hat regard( ) you' relxesent ihat the need and use of the Equipment ~s ~mmed~ate and assent]alto your P oper, efficient and ec°nornlc °perat~°n' which nsed ....
and uses are not temporary or expected to diminish in the foreseeable future.
APPROPRIATION OF FUNDS In the event no funds are agpropr ated or are otherwise unavailable in any fiscal period for lease payments due under any
5-' NO,N; ................... ~.:..~ ~ ~.~h occurrence and th s Anreemen and any Schadule(s) shall terminate on the last day of the fiscal period?3r~whi,ch
t anPeP~ t ;Po us in compliance with Section 6 of this Ag~ee?ent. Notwithstanding .t he. ~l~o?got n g [.[YoOnU' raegtreen~i ~n ot~r toY~e~ ~t i~ n~l ~h eaea~ ~ ~tl~Aegn~eoern~t h ~ ~iYp ~; n~sT~i~
~ nsoftheseotion fan lundsareappropratedbyyouertoyouTormeacqu~s~u ~" - -
Equipment for the then cu,~ent~scal ~r,od ~rt? ~ s~c ..~i~ f~r,~ ~? (~ ~Z_Y.O,~'Z~?.t ~ o.~-i~..=nt U~o~ such ~on-agp opt a~on of ur~ you
this Agreement. THE TERMS AND CONDITIONS PRINTED ON THE REVERSE SIDE ARE MADE A PART HEREOF
PRINT NAME
PHONE NO. ( )
DATE
MAJOR ACCOUNT MUNICIPAL MASTER
COST PER COPY RENTAL AGREEMENT
FORM MB-CPC-R-1
6. OWNERBH P, R EDEUVERY AND RENEWAL: We ~re the owner of the Equipment and have t~e to the Equipment. TO prelect our nghts in he Eqalpment in tl~ event th. s
Agreement is determined to be a security agreement, you hereby grant to us a security Interest in the Equipment and all proceeds, products, rents, or profits therefrom, in stale~
where permissible, you hereby authorize us to cause this Agreement or any statement or other instrument in respect tothis Agreement showing our interest in the Equipment.
including Uniform Commercial Code Financing Slatements, to be filed or re~orded and refiled and re-renorded ~ ~..n~ ,,~ ?? -~-.; ,._ v.:.~-' _'t~ ¥'~'" .~mq ;;;..;~. You agree
; ~e~?~- '~ '~-~ ';" · ,~ ..... ';;;,' ' 3f 3 n~ .,,~=~ ................. No mo e than one hundred eighty (180) days but not less than~days p~ior to the expiration of
the~;'7~'~,nlt,al term .......... or any~ renew al" rm of t ~ ~tt~hed S(~l~'i;~--;u shallts (), y give us w tten no ice of your intention to return the Equ pm~Frovided you here given such
timely notice, you shall return the Equipment, freight and insurance prepeid, to us in good repair condition and working order, ordir~aty wear and tear excepted, in a manne~ an(J
to a location designated by us. if you fail to so noilly us, or having notified us, you tall to return the Equipment as provided herein, the attached Schedule(s) shall renew for
additional terms of ~.o~ays each at a periodic rent 6qual to 100% of the MMR provided herein.
7.0 PTION TO PURCHASE: We hereby grant to you, provided you are not in default hereunder, the opt[on to purchase, 'AS-IS' without ex~ess or implied warranties, all (not
part) of the Equipment at the expiretio~ of the term of the attached Schedule(s) at [ts then Fair Me.et Value plus all applicable texes.
8. RISK 0 F LOSS AND I NSU RANCE: You are responsible for providing an installation site which conforms to the manufacturer's puet[shed space, elest rical and environmen-
tal requirements, and allowing the manufacturer or supplier access to the Equipment for purposes of maintenance and monitoring mater readings. Except for o~d~hary wear
and lear. you ere responsib{e lot p~otecting the Equipment from damage and loss of any kind. IF THE EQ UIPM ENT IS DAMAGED OR LOST, YOU AGREE TO CONTINUE TO
PAY THE MMR AND ALL OTHER SUMS DUE HEREUNDER. YOU agree duhng the term of the attached Schedule(s), to keep the Equipment lully insured against Io~s.
16- TAXES AN D FEES: You agree to pay when due or reimburse us for alt taxes, fees, ~ ~c-~ ~-..~- ;-_~-_~t!c_- ~sletlng to use or ownership of the Equipment, to this Agreement or
any Schedule(s), now or hereafter imposed, levied or ~ by any state, federal or local government or agency.
EQUIPMENT LOCATED IN CERTAIN STATES is subject to sales tax laws which require that tsx be paid up front, if you choose to pay this tax up front, you may
include, with your secu rity deposit or advance payment, your check for the current percent et tax applied to the cost of Equipment. If you do not include it up ~ront, then
on the attached Schedule(s),
11. LOCATION OF EQUIPMENT: You will keep and use the Equipment only at your address shown on the attached Schedule(s). and for business purposes only. You agree
that the Equipment will not be removed from that address unless you get our wriffen permission in advance to move it.
12. OEFAU LT AND REMEDIES: If you (a) fail to pay any MMR or any other payment hereunder when due; or (b) fail to perform any of the other terms, covenants ~* conditions
of this Agreement and/or any Schedule(s) after ten (10) days written not[ca; or (c) become i nsoiveot or make an assign~neot for the benefit of creditors or file a petition under
Bankruptcy Code or one is filed against you; or (d) a receiver, trustee, conservator or liquidator is appointed on your behal[ with or without your consent, you shall be in default
under this Agreement and the attached Schedule(s) end, we may, to the extent becraltted by applicable law, esemiee any one or more of the following remedies: (i) deslare due,
sue for and receive from you the sum ct all MMR and other amounts due and owing under this Agreement or any schedule thereto plus the sum of all MM R for the unexpired
term of this Agreement or any schedule thereto discoontsd at the rate of 6% per annum; end demand the retur~ of the Equipment in accordance with Section 6 hereof; (ii) to
simitady accelerate the balances due under any other agreements between us; (iii) to take immediate possession of the Equipment; (iv) ..~;..~ ~c~c; '.. ~; ,'~it ..%--.~=; -~;'
t3. ASSIGNMENT: YOU HAVE NO RIGHT TO BELL, TRANSFER, ASSIGN THIS AGREEMENT AND/OR THE ATTACHED SCHEDULE(S) OR SUBLEASE. PLEDGE OR
OTHERWISE ENCUMBER THE EQUIPMENT We may sell, assign or transfer this Agreement and the attached Schedule(s). You agree that if we sell, assign or transfer this
Agreement and the attached Schedule(s), the new owner will have the same rights and benefits that we have now and will not have to perform any of our obligations. You agree
remain responsible for our obligations hereunder.
14. CONSENT TO JURISDICTION AND GOVERNING LAW: YOU AND ALL GUARANTORS CONSENT TO THE PERSONAL JURISDICTION OF THE COURTS OF THE
STATE OF NEON JERSEY WiTH RESPECT TO ANY ACTION ARISING OUT OF ANY AGREEMENT AN D ANY SCHEDULE(S), GUARANTY, SETTLEMENT AGREEMENT, PROM-
ISSORY NOTE OR OTHER ACCOMMODATION OR AGREEMENT WITH US, THIS MEANS THAT ANY LEGAL ACTION FILED AGAINST YOU AND/OR ANY GUARANTORS
nothing in this paragraph shall be construed to limit the jurisdictions in which suit may be filed by any perry to this Agre~rnent or the means of obtaining service of process in
anysuch su~.Anylegalactlonshallbegoverned byandconsfruedacoordlngtothelawsofthe StateofNewJersey. ~.~H,. ............ ~, .~.., ....... L
IACCEPTED BY: .~
~I.~ESS SYSTEMS, OWNER
TITLE DATE
PAGE
INDIANA RETAIL TAX EXEMPT
CERTIFICATE NO. 003120155 002 0
City Carmel
ONE CIVIC SQUARE
CARMEL, INDIANA 46032-2584
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997
FEDERAL EXCISE TAX EXEMPT
35-60000972
PURCHASE ORDER NUMBER
THIS NUMBER MUST APPEAR ON INVOICES, A/P
VOUCHER, DELIVERY MEMO, PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE
PURCHASE~/~////~/~¢ORDER DATE DATE REQUIRED REQUISITION NO.
VENDOR
VENDOR NO DESCRIPTION
CONFIRMATION BLANKET CONTRACT PAYMENT TERMS FREIGHT
QUANTITY I UNIT OF MEASURE DESCRIPTION I UNIT PRICE EXTENSION
Send Invoice To:
PLEASE INVOICE IN DUPLICATE
DEPARTMENT ACCOUNT
SHIPPING INSTRUCTIONS
· SHFP REPAID
· C.O.D. SHIPMENTS CANNOT SE ACCEPTED
· PURCHASE ORDER NUMBER MUST APPEAR ON ALL
SHIPPING LABELS.
· THiS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO
DOCUMENT CONTROL NO. 1 2 9 2 0
PROJECT I PROJECT ACCOUNT I AMOUNT
PAYMENT ~ q/~'", 0 a
ORDERED BY
TITLE
CLERK-TREASURER
· A/p VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE RD
NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND
VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED
· I HEREBY CERTIFY THAT THERE ~S AN UNOBLIGATED BALANCE IN
THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER
VENDOR COPY
COpy,
October 8, 2004
KONICA MiNOLTA
3719 West 96th Street
Indianapolis IN 46268
RE:
Agreement for Purchase of Goods and Services
City of Carmel, Department of Law
No. 1006.04.04
To Whom It May Concern:
On October 6, 2004, the Board of Public Works and Safety approved the above-referenced
contract to do business with your company. Enclosed is a fully executed copy of the Agreement
for your records.
Please review the attached sample Invoice, (Exhibit B of your contract). Although we do not
require you to use this specific form, we do ask that you please submit the information requested
on the sample invoice in a similar layout when submitting an invoice for services rendered. This
format replaces any other form previously used by the City and is effective upon approval of your
contract. Thank you for your cooperation.
If you have any questions or concerns, please do not hesitate to contact me at 317.571.2628.
Sincerely,
Sandra Johnson
Deputy Clerk-Treasurer
Enclosure