Loading...
HomeMy WebLinkAboutKonica Minolta/Color Copier Municipal Lease AgreementKONICA MINOLTA A Program of Banc of America Leasing Municipal Lease Agreement Administration Center, PO Boa 7023, Tmy, Michigan 4890T -7023 Fax To; 800.436.9579 • Page 1 of 2 Contract Number:1%2J Sea 3 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, 11C, a Delaware limited liability company. Customer & Billing Contact Information Lessee Full Legal Name City of Carmel Billing Contact Penton Sherry Mielke Billing Address Address City One Civic Square Equipment Location Address 111 West Main Street Suite 140 Carmel Federal To ID Hamilton Billing Contact Phone No 317 -571 -2479 County State Zip Indiana 46032 State Zip Indiana 46032 Cary Carmel Hamilton County EQulpment Descri Complete Equipment Location oat If different from billing address Quantity Manufacturer Model Number Description Serial Number 1 KonicaMinolta C450 Color Copier 31 i 10 ` -.4‘.71 `L. Term /Lease Payment Schedule Term (months) 60 Security Deposit/Advance Payment (Check One Only) ❑ Security Deposlt(s) $ 0 ❑ Advance Payment(s) to 0 Lease End Purchase Option la FMV(defned In Section 18) ❑ SI ❑ Other. Base Monthly Lease Payment' Phis Applirabie Tares - Sae Section 15 $ 328.35 Billing Cycle Monthly ❑ Quarterly ❑ Semi- Annual ❑ Annual Terms /Conditions IMPORTANT: NEITHER THE SUPPLIER NOR ANY SALESPERSON ARE OUR AGENT. THEY HAVE NO AUTHORITY TO SPEAK ON OUR BEHALF OR MAKE ANY CHANCES TO THIS LEASE THEIR STATEMENTS WILL NOT AFFECT YOUR RIGHTS 0A °sum 10N5 UNDER THIS LEASE 1. LEASE AGRE0MEM; PAYMENTS: We agree to lease to you and you agree to lease from us the equipment Toted above or identified in any attached Equipment Schedule ('Equipment Schedule'), together web 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. pits 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. The Lease's a complete and 000105k.° statement of our agreement. The Equipment will not be used for personal. family or household purposes. U 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 saw/dingy upward or downward vp to 1016. You acknowledge receipt of a copy of 27415 Lease and acknowledge that you have selected me Equipment and reviewed the suppy contract under whim we will obtain the Equipment THIS LEASE 15 NOT BINDING ONUS AND WILL NOT COMMENCE UNTIL WE ACCEPT IT IN OUR OFFICES IN OAKIANO 000N1Y. MICHIGAN. You autOrbe us to rile UCC financing statements. and any amendments 111ered, t0 shO0 our interest in the Equipment and any proceeds. You 000ori:e us m Insert or correct missing Information on this Lease, Including comma 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 ne may suffer due to rut default of this Lease. The security deposit Is refundable upon expiration of the Leese, provided all Lease terms and conditions hate been performed. You agree that any Purchase Omer issued to us cosering the Equipment is issued for purposes of aulhorhali0n and your Internal use only, and none Of Its terms and conditions shall modify the Agreement You agree to provide w your financial statements upon request Nothing in this Lease shall be 04441400040 mean that you must pay any sum which exceeds that which may lawfully be charged. and If there Is such mess Sum,11 snap be applied to reduce the lawful amounts payable by you, end any excess shall be returned to you. 3. RENEWAL Unless the Lease End Purchase Option is 51.00, after the original Lease term expires Ihls 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 1.20 days, before the end of any term, or (0) following renewal we terminate this Lease upon 60 days prior written notice to you. 4. LATE CHARGES; OTHER CHARGES: The due date for mu payments will be identified on your invoice. If any payment a not made when due. you agree to pay a late charge at the rate of 1.0% of such late pay- ment or $35, whichever I5 greater. You also agree to pay 425 for each returned check. 5. EQUIPMENT OWNERSHIP; LOCATION: We ere and shah 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 writ not moue 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 WS Lease s 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; WM-I NO WARRANTIES. EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. DESIGN, CONDITION. OR THE QUAUTY 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 wdl have no set -offs or counterclaims against us. (Continued on Page 2) Lessee Authorized Signature THIS LEASE MAY NOT BE CANCELED Authoriz y., -, gner Date Print Name I fi3(.2(Q(� � wf S- �- (�lke. Ue indicate Pure/ping Agent yet, etc. �tt'ec or- 0 �rncLac Equipment Accepthitce Certificate You certify that all of the Equipment referred ro 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 to you and you have accepted the Equipment Tads Lease cannot be modified or resclnded except by a writing signed by you and us. AC00RDINOLY YOU AUMORIZE Us TO PURCHASE THE EQUIPMENT FOR YOUR USE. Authorized Signer x Date Print Name Title Indicate Puronasing Agent Buyer. etc Konlea- M)noNe10 /R- 08/2.1.05 Continued from Pagel 7. LESSEE REPRESENTATIONS: You represent and warrant to us that roil: (a) ere a public body corporate and politic duty organized and existing under the laws of lour Stale; (b) have taken all requisite action and possess the requisite authority to execute this Lease; (c) have fully budgeted and approp0ated sufficient funds for the current fiscal year to make the Lease payments herein; (d) have complied with ell bidding requirements relating to the acquisition of the Equipment; (e) have provided accurate financial Information bus end will annualyproside us with financial statements. budgets, proofs of appropriation and other such financial imerrnation that we may reasonably request end, (I) 0'11 use the Equipment only for essential gov- emmental or proprietary functions within the permissible scope of your authority. B. 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 taws and regulations, and in compliance with as insurance policies and all manuals, orders, reoommenda- llons and instructions issued by the manufacturer or vendor. You shall permit the Equipment to be use0 by quaafied 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- funcYions.Is damaged, lost or stolen, you agree to continue to make an payments due under 01(5 Lease. 9. INSURANCE; CASUALTY: Until this Lease is paid In lull and the Equipment has been returned to M. you will: (a) Seep the Equipment insured under all risk property insurance policies naming us as loss payee for the greeter of the Remaining Balance (defined below) or Its full replacement value against all types of loss, including theft end, (b) provide and maintain comprehensive general public liability Insurance naming as as addAlonal insured. All policies and insurers shall be acceptable bus end the Insurer(s) must agree to provide in at least 30 days prior written notice a 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 10, 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 13.11 the Equipment is damaged, you shall Verne. dietey repair the damage at your expense. 11 0ny Equipment is Icel. stolen or damaged beyond repair, you shell, at our option. (a) replace the same with like equipment In a condition acceptable to in and Convey clear live 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 (9) all amounts which are currently due s u5 under this Lease, but are unpaid, plus fie the present value of the sum of as 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)10, the week ending Immediately prior to the date of Lessee Acceptance of the lease (Or B 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 reasonelly anticipated by us el 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 A5 then condition and location, with. Out Warranties of any kind. 10. LIABIL/TY: 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 Indemnity. defend and hold us, our employees and agents, harmless from and against: (a) any and all liabilities, losses. dam- ages. claims and expenses Oneluding attorneys' fees and Legal costs) arcing out of the manufacture. pur- chase, shipment and delivery of the Equipment to you, acceptance or rejection ownership, licensing, titling, registration. lensing, possession operation. use, return or ether disposition of the Equipment Including, but not limited to. any liabilities that may arse from patent or latent defects in the Equipment and any claims based on strict tort liability (b) any and all toss Or damage of or to the Equipment, end (c) any Ifa- bilAy t0 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 MI 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 PPr exposure on your leased Equlpmenl This fee will be a reasonable estimate of tee expected tax liability, usually 90% of the PPT assessed for your Equipment In the preceding tax year. We may also charge you an adminlstratiee lee of no more than $12 per item of teased Equipment with each PPT bill to offset the cams associated with the reporting, payment and collection of actual Or estimated PPT. You agree 10 reimburse us for applicable sales and/or use lax and all other taxes. fees, fines and penalties which may be Imposed, levied et assessed by any federal, state or local government or agency which relate to this Leese, the Equipment or its use. Fines and penalties will be Ilm,ted to any incurred as 0 result Of your failure to act in acc0dance with federal, state and local tax laws and codes end /or the terms of this Leese. You egree 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 riots that we have. but you agree you will not assert against the new Owner any claims, defenses or set -offs Chet you may have against us Or any supplier. 13. DEFAULT; DAMAGES: N you, or any guarantor Of your obligations: (a) fail t0 make any Lease payment wihin 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 u5 or our 0011(0tes, or (0) otherwise breach any warranty, covenant or provision of this Lease, you will be In default 11 you are in default we may, but shall not be obligated to, do any or all of the following: (i) declare immedl- atey due and payable the Remaining Balance end ail unpaid amounts due under this Lease, (lit require you to immediately return ell Equipment to u5 01 your expense, (Bf) with or without notice. demand or legst process, retake possession of the Equipment (and you authorize us to enter upon the premises wherever the Equipment may be found). (10) sell, hold, use, tease or otherwise dispose of the Equipment (v) Imme- diately terminate this Lease (and any other agreements we have with you), (vi) apply any security deposit to reduce amounts due t0 us hereunder, and /or (vu) exercise any other remedies available to us under applicable law. You agree 4) Pay our actual attorneys' fees, plus ell actual costs, including all costs of any Equipment repossession. Any payment or other amount more than 30 days delinquent under this Lease shall attrue interest until paid at the overdue rate of 11/2% 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 lace of this Lease is 91. 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 or the Equipment. By repossessing any Equipment we do not waive our right l0 Opbeet any amounts due on NW lease. We will not be responsible t0 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 eta 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 Stale Of Michigan and will be governed by Michigan law. YOU AND ANY GUARANTOR EXPRESSLY AND IRREVOCABLY AGREE T0: (e) BE SUBJECT TO THE PERSONAL JURISDICTION OF THE STATE OF MICHIGAN IN ANY CONTROVERSY THAT MAY ARISE RELATING 10 THIS LEASE. ANY GUARANTY OR THE EQUIPMENT: (0) 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) WANE ANY RIGHT TO A TRIAL BY JURY. You and any Guarantor further acknowledge and agree that subsections (a) through (c) ere conditions precedent to mid are material inducements to our entering Into this Lease with you and any Guaranty with any Guarantor. 11. FINANCE LEASE; AMENDMENTS: YOUR OBUGATION 70 PAY ALL AMOUNTS UNDER THIS LEASE I5 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-50/3 THROUGH 2A -522, INCLUDING ANY RIGHT TO: (a) CANCEL THIS LEASE; (b) REJECT TENDER OF THE EQUIPMENT; (o) REVOKE ACCEPTANCE OF THE EQUIPMENT, (0) RECOVER DAMAGES FOR ANY BREACH OF WARRANTY; AND (e) MAKE DEDI1CT)OE15 OR SETOFFS. FOR ANY REASON, FROM AMOUNTS DUE US UNDER THIS LEASE. IF ANY PART OF TH15 LEASE IS INCONSISTENT WITH UCC 2A THE TERMS OF THIS LEASE WILL GOVERN. 18. 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 horn 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. 11.8038 FILING: You agree Nat you will limey file a Form 8038 -GC (or. as necessary, Form 8038-G), or any revised or renumbered form with the Internal Revenue Service in accordance with Section 149(el of the Cade and the Regulations thereunder, and agree to ac:eiet us your Agent tar the purposed maintaining a book entry system es required by Section 149(x) of the Code. 18. PURCHASE °PION: If you are not in default, you may at anytime with 60 days prior wntlen notice pur- chase all (but not less Nan all) the Equipment fora price equal to the sum of all remaining payments to come due during the term (i1 any) plus the Lease End Purchase Option price indicated on the face of Ins 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 end In use as reasonably determined by us ('FMV'). You must give us BO days advance written notice of your intent 10 exercise the Option unless the purchase is being made et the end of the term and the Lease End Purchase Option r5 Si_ 19. EQUIPMENT RETURN; If you do not exercise the Lease End Purchase Option et 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 wmlen notice of your intent to return the Equipment under this Section. You agree to pay a restocking fee not to exceed $100 for each Rem of Equipment which you return to us under this Section. You must disassemble and pack the Equipment for shipment in a manner Betel/Ned by the man- ufacturer or Its representative and provide for its reassembly at the return location In the condition repaired by this Lease, at your expense. If you fall to return an of the Equipment to us as agreed, you shall pay to us the reguter Lease payments each month anal all of the Equipments returned. B 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 Leese end related documents to us by lelecocy a Mosimile ('tai ). The fax version of Ns Lease and related documents shall constitute an original of the documents and 'best evidence' of the parties' agreement end shall be binding on you as if 11 were manually signed and personalty delivered. You agree that We 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 Oa created lh/ough the transfer and possession of a copy of the Lease manually executed by us without the need to transfer possession of any other fax or copy of this Lease, or any other rented 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 lax. 21 MISCELLANEOUS: 11 any provision of this Lease is unenforceable, invalid or illegal, the remaining pro- visions me 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 the Lease. Times of the essence with respect to the payment and performance Of ea of your obligation under this tease. 22. MERGER: THE ABOVE TERMS AND CONDITIONS REPRESENT AND MERGE ALL OF THE TERMS AND CONDPT10NS INTO THIS LEASE. THIS LEASE CANNOT BE MODIFIED OR ALTERED UNLESS tT IS IN WRRING AND SIGNED BY ONE OF OUR OFFICERS. Munlelpal Lease Agreement, Page 2 08 2 Authorized Signer 1rt y Lessee Full 101531 Nil CityofCarmel Kecaoo¢.l0pl.,y�y CocY.�rl Kri hl Indicate Purchasing Agent Buyer, etc. P; Jt F fl4(LC� Accepttel by: Banc f America Leasing & Capital, LLC, Oakland County, Michigan, Lessor Date (o. -a —o c� t.3.51 o Contract Number Signed B X Konica- Mlnottal0 /R-06/2.1.05 ovvou.UUGOUVUUotUUU UUUIUUU1 ZULML.S3 UUUUULSJaz INV12948 BANC OF AMERICA LEASING LEASE ADMINISTRATION CENTER P O BOX 7023 TROY, MI 48007 -7023 Change 01 Address? ❑ Please check box and complete other side. 0000025382 AUTO-MIXED AADC 350 1111111111111111111111111111111tlllllllltillll1111 111111111111 CARMEL CITY OF ONE CIVIC SQUARE CARMEL IN 46032 -7569 ORIGINAL INVOICE ISSUED 08/22/09 Date Due: Invoice No. Previous Amt Due: Current Amt Due: Total Amt Due: Atter 10/01/09 Pay: AMT ENCLOSED 10/01/09 011146798 S716.60 $328.35 51,044.95 51,079.95 REMIT TO: L6. It„ I, IhI,thI,t,I,ll•„Ith,,,ltII„tt.1 BANC OF AMERICA LEASING LEASE ADMINISTRATION CENTER P O BOX 7023 TROY, MI 48007 -7023 Page 1 of 1 t 00000065011 ,l4679800822l5623000001000001 079950000003283500000 -3,0449500022093607 PLEASE RETURN TOP PORTION WITH YOUR PAYMENT TO ENSURE PROPER CREDIT For assistance with your invoice: CUSTOMER SERVICE INQUIRIES INSURANCE INQUIRIES EHONE ENS 800- 959 -5936 866-939-4705 800 -913 -9331 425 -649 -5918 Payoff requests can be emailed to dg .buyouts @leaseadmincenter.com. TIME E-MAIL 8:30 AM TO 6:30 PM EASTERN customersvc @Ieaseadmincenter.com 9:00 AM TO 8:00 PM EASTERN cs- seattle @plls.com Invoice Number 011146798-09 Contract Number Customer Reference Number Equipment Description Model Number Serial Number Equipment Location Detailed Charge Description Payment Billing Due Date Period Payment Amount Tax Total Due 008-2215521000 Your Ref: MINOLTA COPIER C450 311702472 111 W 1AAIN ST STE 140 CARMEL. l 146032 PAYMENT 10/01/09 09/01/09-09/30/09 328.35 CONTRACT SUBTOTAL 328.35 $328.35 BANG nF LtMFRlra 1 Fft! IN1; TOTAL CURRENT CHARGES 328.35 1 IAII /fllfrC MI tnAQCO. Ai i -4 Ae7Ao