HomeMy WebLinkAboutResolution BPW 01-18-23-24; Toshiba American Business Solutions; ($8,014.08); 48 Month Lease PurchasRESOLUTION NO. BPW 01-18-23-24
RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY
ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR
WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana (“City”), is authorized to enter
into contracts; and
WHEREAS, pursuant to Indiana Code 36-4-5-3, the City’smayor may enter into contracts on behalf ofthe
City; and
WHEREAS, pursuant to his authority under Indiana law, the City’smayor, the Honorable James C. Brainard,
has caused to be signed the Agreement attached hereto (the “Contract”); and
WHEREAS, Mayor Brainard now wishes to present the contract to the City’sBoard of Public Works and
Safety for it to be publicly acknowledged, filed in the Clerk’sOffice, and made available to the public for review.
NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as
follows:
1. The foregoing Recitals are incorporated herein by this reference.
2. The receipt of the Contract is hereby acknowledged.
3. The Contract shall be promptly filed in the office of the Clerk and thereafter made available to the public
for review.
SO RESOLVED this day of , 2023.
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
BY:
James Brainard, Presiding Officer
Date:
Mary Ann Burke, Member
Date:
Lori S. Watson, Member
Date:
ATTEST:
Sue Wolfgang, Clerk
Date:
S:\\EBass\\MyDocuments\\BPW-Resolutions\\2023\\Acknowledge Agreement Toshiba LeasePurchase Agreement.docx1/11/202312:58PM
18th January
DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57
1/19/2023
Not Present
1/19/2023
1/19/2023
a
FINANCIAL SIERVILES
SLG Tax -Exempt Lease
Lease Purchase Agreement # 4
R
Equipment MFG Model & Description Sarial Number Accessories
Toshiba 5525AC Bride DSPFlounchllc f finisher
see attached schedule roradditlonal Equipment/Accessories
Billing Address:
Eauioment Location: 1CMc S care Carmel. IN 46032
Purchase Option: $1.00 Interest Rate: 7.Q7 % per annum
Toshiba America Business Solutions Leese Payment: $ 166.96 (plus applicable taxes) Term: 4_ (months)
11800 Exit 5 PRKWY STE12
Billing Period: Q Monthly Quarterly Semi -Annually Annually (Monthly If not checked)
Fishers, IN 46037 The following additional payments are due on the date this Lease Is signed by you:
Advance Payment. $ 0 (plus applicable taxes) Applied to: First Last
Document Fee: $75.00 (included on first Invoice)
YOU NAVE 8ELECTED THE EQUIPMENT, THE SUPPLIER AND ITS REPRESENTATIVES ARE NOT AGENTS OF ANYASSIGNEE OF LESSOR ANDARE NOT AUTHORIZED TO MODIFY THE TERMS OF THIS
LEASE, YOU ARE AWARE OF THE NAME OF THE MANUFACTURER OF EACH ITEM OF EQUIPMENT AND YOU WILL CONTACT EACH MANUFACTURER FOR A DESCRIPTION OF YOUR WARRANTY
XCLI-TS. WE MAKE NO WARRANTIES TO YOU, EXPRESS OR IMPLIEE). AS TO THE McACKANTASIUTY, FriTNE95 FOR A PARTICUaR POMPOSE, SUITA9ILITY OR OTHERMS& WE PROVIDE THE
EQUIPMENT TO YOU A345. YOU AGREE TO USE THE EQUIPMENT ONLY IN THE LAWFUL CONDUCT OF YOUR alnINESS, AND NOT FOR PERSONAL, HOUSEHOLD OR FAMILY PURPOSES.
WE SHALL NOT BE LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGES. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEGAL, TAX
OR ACCOUNTING TREATMENT OF THIS LEASE AND YOU ACKNOWLEDGE THAT WE ARE AN INDEPENDENT CONTRACTOR AND NOTA FIDUCIARY OF LESSEE, YOU,WILL OBTAIN YOUR OWN LEGAL.
TAX AND ACCOUNTING ADVICE RELATED TO THIS LEASE AND WILL MAKE YOUR OWN DETERMINATION OF THE PROPER LEASE TERM FOR ACCOUNTING PURPOSES,
EXCEPT TO THE EXTENT PROVIDED IN SECTION 2, YOUR PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO CANCELLATION, REDUCTION OR SETOFF FOR
ANY REASON WHATSOEVER BOTH PARTIES AGREE TO WANE ALL RIGHTS TO A JURY TRIAL. THIS LEASE SHALL BE DEEMED FULLY EXECUTED AND PERFORMED IN THE STATE OF LESSEE'S
PRINCIPAL PLACE OF BUSINESS AND SHALL SB GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH SUCH LAWS, TO HELP THE GOVERNMENT FIGHT THE FUNDING OF Tepao BsM AND
MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRED ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN
ACCOUNT, WHAT THIS MEANS TO YOU; WHEN YOU OPEN AN ACCOUNT, WE WILL ASK FOR YOUR NAME, ADDRESS AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU, WE MAY
ALSO ASK TO SEE IDENTIFYING DOCUMENTS,
BY SIGNING THIS LEADS, YOU ACKNOWLEDGE RECEIPT OF PAGES 1 AND 2 OF THIS LEASE, AND AGREE TO THE TERMS ON PAGES 1 AND 2, ORAL AGREEMENTS OR COMMITMENTS TO LOAN
MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE TO PROTECT YOU AND
US FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.
TERMS AND CONDITIONS
Commencement of this Lease and Acceptance of ho Equipment shall omr upon deliveryof the Equipment to you ('Commmremenl Data). To the extent that the Equlpmanl llwludas htenglple property
or emaciated services such as periodic software Ponies and prepaid database subscription rights, such Intangible property shop be referred to as lgoftware'. You understand and agree that we have no right Iola or Interest
In tho Software and you will comply throughout the Von of this Lease wilts any license ardoraihor agreamenf r8orfware Liceneal entered Into wgh the alalpElarer the $:lfH'are r8ahvs.'d Supprefy. You Om reapeeLlpia for entering
Into any Software License with the Software Supplier no later man the Commencement Dale of this Leasn. You apnea to inspect the F. wlpmsnl upon dePelly ardvonH by lnepbona or In OWV Ouchirdonne2o) es we may require.
II you signed a purchase order or similar attroor l for the purchase of the EqufpmerA by glpreng NU Lease you assign to us all of your rights, but none of your obligations under IL AN allachmerNs, Appessoiles. replacemanls,
replacement parse, subsgtuaons, addlllono and repairs to the Equipment shag form pan of the Equipment under this Leese; 2,
LEA2- PAYMENTS You eons to reran Io us the Lease Peymem and ON other eume when duo and payable each Billing Period M the address we PVAde t0 you from time to time, You agree that you will remll paymonls 10 es h the
form of company checks (or personal clocks In the case of sole proprlelonhlps), direct debit or wires any. You rise agree cosh and cash oq*a'.anb am not acccpalia tonne of paymsAT for Prig L.oaso and that you will nol remit
such Iona of payment to us, Paymeol In any other form may delay processing of be returned to you, FUnhar mo•V. any you ory0wr eutho+trad agent is 0ppmwad by ua wA remit Poomnia to us. Lease Paymonle w: Include any
freight, delivery, Insteili" and other expenses we Bnonce on your behalf at your request, Loess Payments arc due whether ornot you receive an nvoka, You outhodw us to ad)ust the Lassa Payments by more men 16%to reflect
any recon4urallo n of the Equiptnent Or AdjualmanUt to reflect applicable saflaii tool or the coal of ft Equipment by " rnarlufacturior "o r 4& Nf7FfYRayROPR1ATf6It
F F0,10. You Intend to MMIJ la us ad Lasso Payments and other payments for the fug Term If fv4s ere logoby arrasba. to IMo•omt you are not granted an oppropdaWn of funds at any time during the Term
for the Equipment or for equipment which is funellonauy similar to the Equipment and dpereling funds are nor otherwise available to you to pay Lewis Payments and other psymenu due and to become duo ruder this Lease, enS
Vials is no other legal pmce,7uro or esallabla rands by of WLn which paymenl can he mots to us, and the non,appropnepon did not reaud rmm an Ki orW-93100 by you, )W shoo hews the AgM is return the eq*Ma nL In aecoiunce
with Section 12 of this Leese end temalnsio this Lasso on the Jan day or the fact/ poddd for which app *&sL:ane were received wift9l. pelVly of expanse to you, dxoeµ0,10 Na ccalan of the Lease Poymcnlg for which
funds Snell have bean appropdeled and budgeted. At least thirty (30) days Prior to the and of your fiscal period, your chief axeeuhis oh)cer (or sepal counsel) or cw* in wdgng that. (a) tunds have not been appropnaied for
the natal porrod; (0) such non,appropdollon did not result from any act or Whim to act try you; and (c) you have exhausted all funds legally avalaab to pay Lasso Paymeols, if you larminale INS Loose because of a non, appropdodon
of funds, you may not purchase, lease ormnl, during the subsequent fiscal period, equipment performing the some functions as, or functions taking the place of. Base padormed by ma Equipment provkted, however, that
those restrictions shall not be applicable If or to the extent that the application of these reslrioLlons would affect the validity of (his Lease. This Section 2 shag not pennll you to londnale this Leese M order to acquire any other Equipment
or to allocate funds dlreceyorindlroelly to perform essentially the application forwhIth the Equipment Is Intended. 3.
LEdn.E CHARGEg, You agree to: (a) ply all Coots and expenses associated with the use, m0lonance, saMeng, repair or replacement of the Equipment; (b) pry as lees, assessments, taxes and charges gevemmenlegy Imposed
upon Lessor's purchase, ownership, possesafon, loosing, renflng, operetion, control of use of the Equlpmenl and pay all premlume and allw costs of Insuring the Equipment; (o) reimburse In for rig costa and ExWsas Incurred
In enforcing tide Lease; end (d) pay ON other costs and expenses forwhlch you are oolgaied under this Lease (the amounts set forth In clause (a) 0vough (d) being collectively reienad to as 'Lease Chaiw ). For U.S. federal
Income tic purposes, the parties hereto agree that It Is their muWel Intention that you shall be considered tiie owner of the Equipment and we slag n no Warn be Ilablo to you a you fall to secure any U.S. federal Woma tax benefits
Ovalle* to the owner of the EqulpmenL We may take on your behalf any notion requkod under this Lease which you fall to take, and upon receipt of our Invoke you will promptly pay our coals gncuing E1.vnanca premiums
and other payments to affiliates). plus reasonable procesaing (ass, Restricilve endoreementa on checks you send to us will not reduce your clingeaons to us. We may charge you a retum dock ornon sufficlant funds charge
of $25 lar any check which Is returned by the bank foranyreason (not to,exceed the maximum amount permitted bylaw). ConOnueo on Page 2 Toshiba
America Business Solutions, Inc. By:
X } Name:
Iridt,.n ('-veP 1') Title:
Date: Citv
of Carmel Lessee
Full Legal Name) 8y:
yF %ram i:7Vy.gweEs flVa
a== Jim Brainard vu% Mayor 12-
16-2022 reld6 , aicW.35-6000972 Page
1 of 2 TABS SLG 200(c) SBO Tax Exempt (mod tQ 02 22 4
DocuSign Envelope ID: E35D61E6-7B79-45EC-933E-FA86BEAE9A57