Minolta Business Systems-PoliceK SUPPLIER:
IMASTER AGREEMENT NO.
MINOLTA BUSINESS SYSTEMS ApPROVED, A,~
FORliB :~-
"' Yk '~"
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 TO
ALL OF THE REPRESENTATIONS, COVENANTS, TERMS AND CONDITIONS OF THIS RENTAL AGREEMENT.
PRINT NAME
TO THE EXTENT OF ANY CONFLICT BETWEEN THE REPRESENTATIONS, COVENANTS, TERMS AND
,, CONDITIONS OF THIS RENTAL AGREEMENT AND SCHEDULE, THIS RENTAL AGREEMENT SHALL GOVERN..2
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 AGR EEM ENT ("AGREEMENT"): We agree to rent to you and you agree to rent from us the Equipment listed on the attached Schedule(s). You promise to pay
us the Monthly Minimum Rental ('MMR') shown on the attached Schedule(s), plus the Excess Copy Charge ("ECC") shown on the attached Schedule(s), on copies in
excess of the Monthly Copy Allowance (" MCA"). If in any month you make fewer copies than the M CA, you cannot carry over a credit to any other month and are obligated
to pay the MMR. You authorize us to insert on the Schedule(s) serial numbers of Equipment when we so determine them. The parties intend this Agreement and the attached
Schedule(s) to be a finance lease under Article 2A of the Uniform Commercial Cede.
2. TERM AND RENT: The Agreement and corresponding Schedule(s) shall commence on the day that any of the Equipment is delivered to you ("The Commencement
Date"). The MMR shall be payable in advance, in the amounts 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 accurate and timely meter readings at the end of each applicable billing period on the forms or other
alternative means specified by us. If meter readings are not received in a timely manner, charges may be estimated by us. YOUR OBLIGATION TO PAY THE MINIMUM
MONTHLY RENTAL AND OTHER SUMS AND ALL OTHER OBLIGATIONS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO ANY
ABATEMENT, SET-OFF, DEFENSE OR COUNTERCLAIM FOR ANY REASON WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY CLAIM THAT YOU MAY HAVE OR
ASSERT AGAINST THE SUPPLIER OR EQUIPMENT MANUFACTURER. Thiq AOr~,9-t~lnd the attc~bed Gch=Ctu~) ~, ~ NON C.M~L~c~ ^ E"'t
3. USE, MAINTENANCE, REPAIR, AND WARRANTIES: We agree to provide Equipment maintenance, during normal business hours, and to provide inspections, adjust-
ments, parts, replacements, drums, developer, toner, and cleaning material required for the proper operation of the Equipment as determined by us. Paper, staples, and/or
other copying substances must be separately purchased by you from us or other suppliers at the then current prices. You agree to pay us our then published rates for any
repairs requested by you to be performed outside your normal business hours or Caused by your negligence or operation of the Equipment not in accordance with accepted
procedures established by the manufacturer or us. You agree to provide suitable space and electrical services for the operation of the Equipment as recommended by the
manufacturer or us. All parts replaced or installed in the Equipment remain our property. Except for the above maintenance obligation, we are renting the Equipment to you
"AS IS". WE MAKE NO WARRANTIES, EXPRESS QR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN
CONNECTION WITH THIS AGREEMENT AND THE ATTACHED SCHEDULE(S). We transfer to you for the term of this Agreement and any Schedule(s) all warranties, if any,
made by the manufacturer. We are not liable for any modification or recision of manufacturer warranties. You agree to continue making payments to us under this Agreement
and any Schedule(s) regardless of any claims you may have against the manufacturer.
4. ADDITIONAL COVENANTS AND REPRESENTATIONS: You represent, warrant and covenant that (i) you are a state or fully constituted political suedivision or agency
thereof; (if) the execution, delivery and performance by you of this Agreement and any Schedule(s) has been authorized by all necessary acts on your part; (iii) this
Agreement and the attached Sched ule(s) constitute a legal, valid and bind ing obligation on you enforceable in accordance with its terms and does not violate any city/town,
district, county or state statute, rule, regulation, or other governmental provision; (iv) you will do or cause to be done all things necessary to preserve and keep this
Agreement in full force and effect; (v) you have complied with all bidding, hearing and other requirements under all applicable laws, rules and regulations where necessary
and by due notification presented this Agreemen for approval and adoption as a valid obligation on your part; vi you have sufficient appropriations or other funds available
to pay all amounts due hereunder for the current fiscal period; (vi i) you will be the only entity to own, use and operate the Equipment during the term of this Agreement and
any Schedule(s); and (viii) it is your intent to make all payments provided for herein for the full term of this Agreement and any Schedule(s), if funds are legally available.
Therefore and in that regard you represent that the need and use of the Equipment is immediate and essential to your proper, efficient and economic operation, which need
and uses are not temporary or expected to diminish in the foreseeable future.
5. NON-APPROPRIATION OF FUNDS: In the event no funds are appropriated or are otherwise unavailable in any fiscal period for lease payments due under any
Schedule(s), you will immediately notify us of such occurrence and this Agreement and any Schedule(s) shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to you of any kind except for Lease Payments for which funds were appropriated, You agree to return the Equip-
ment to us in compliance with Section 6 of this Agreement. Notwithstanding the foregoing, you agree (i) that you will not cancel this Agreement or any Schedule(s) under
the provisions of the section if any funds are appropriated by you or to you for the acquisition, retention or operation of the Equipment or other equipment similar to the
Equipment for the then current fiscal period or the next succeeding fiscal period and (if) that you will not during the initial term (initial, renewal and extended thereof, or for
the longest period allowable by law), give priority in the application of funds to any other functionally similar equipment. Upon such non-appropriation of funds, you will
provide, upon our request, you r cou nseFs legal opi nion Confirming the non-appropriation and providing sufficient proof thereof. This section shall survive the termi nation of
this Agreement. THE TERMS AND CONDITIONS PRINTED ON THE REVERSE SIDE ARE MADE A PART HEREOE ,/
DATE
STATE ZIP
PHONE NO. (
BILLING ADDRESS
CITY
MAJOR ACCOUNT MUNICIPAL MASTER
COST PER COPY RENTAL AGREEMENT
FORM MB-CPC-R-1
6, OWNERSHIR R EDELIVERY AND RENEWAL: We are the owner of the Equipment and have title to the Equipment. TO protect our rights in the Equip~nent, in t6~ event this
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 states
where bermissi ble, you hereby authorize us to Cause this Agreement or any statement or other i nstru merit in respect to this Agreement showing our interest in the Equipment,
ineluding Uniform Commercial Code Financing Statements, tO be filed or recorded and refiled and re-recorded ~ 3zont ,,o the r~ht t~ ~,~t. out~ y<', ,, n ~me t~,~tu. You agree
timely notice, you shall return the Equipment. freight and insurance prepaid, to us in good repair condition and working order. ordinary wear and tear excepted, in a manner and
to a location designated by us. if you fail to so notify us, or having notified us, you fail to return the Equipment as provided heroin, the attached Schedule(s) shall renew for
additional terms of ii~;.t~l~-(~l ,~ays each at a periodic rent equal to 100% of the MMR provided heroin.
7. OPTION TO PURCHASE: We hereby gram to you, provided you are not in default hereunder, the option to purebase, 'AS-I S" without express or implied warranties, all (not
part) of the Equipment at the expiration of the term of the attached SChedule(s) at its then Fair Market Value plus all appliCable taxes.
8. RISK O F LOSS AND I NSU RANC E: You are responsible for providing an installation site which conforms to the manufaeturer's published space, electrical and envi ronmen-
tal requirements, and allowing the manufacturer or supplier access to the Equipment for purposes of maintenance and monitoring meter readings. Except for ordinary wear
and tear, you are responsible for protecting the Equipment from damage and loss of any kind. IF THE EQUIPMENT IS DAMAGED OR LOST, YOU AGREE TO CONTINUE TO
PAY THE MMR AND ALL OTHER SUMS DUE HEREUNDER, You agree during the term of the attached SChedule(s), to keep the Equipment fully insured against Ides.
10, TAXES AN D FEES: You agree to pay when due Or reimburse us for aU taxes, fees, fi n~ '~nd F. enaltiee releti ng to use or ownership of the Eq u ipment, to this Agreement or
any Schedule(s), now or hereafter imposed, levied or assessed by any state, federal or local government or agency.
EQUIPMENT LOCATED IN CERTAIN STATES is subject to sales tax laws which require that tax be paid up front. If you choose to pay this tax up front. you may
include, with your security deposit or advance payment, your check for the current bement of tax applied to the cost of Equipment, If you do not include it up front, then
you hereby authorize us to advance the tax and increase your monthly payment by an amount equal to the current tax percentage applied to the monthly rental shown
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 written permission in advance to move it.
12. DEFAULT AND REM EDI ES: If you (a) fail to pay any MM R or any other payment hereunder when due; or {b) fail to perform any of the other terms, covenants or conditions
ot this Agreement and/or any SChedule(s) after ten (10) days written notice; or (c) heocme insolvent or make an assignment for the ponelit of creditors or file a petition under
Bankruptcy Code or one is fi led against you; or (d) a receiver, trustee, conservator or liquidator is appointed on you r behalf with or without your consent, you shall be in default
under this Agreement and the attached Schedule(s) and, we may, to the extent permitted by applicable law, exercise any one or more of the following remedies: (i) declare due,
sue for and receive from you the sum of all MMR and other amounts due and owing under this Agreement or any schedule thereto plus the sum of all MMR for the unexpired
term of this Agreement or any schedule thereto discounted at the rate of 6% per annum; and demand the return of the Equipment in accordance with Section 6 hereof; (i i) to
similarly accelerate the balances due under any other agreements between us; (iii) to take immediate possession of the Equipment; (iv) ~1 yc.~3o ~,~ ;r"~r~t nn ~11 ~oni6e d~s
require you to return all Equipment at your expense to a place reasonably designated by us; (vi) to charge you for all expenses incurred in connection with the enforcement of
ACCEPTED BY:
ETLE DATE
FORM MB-CPC-R-2
SUPPLIER:
MINOLTA BUSINESS SYSTEMS
Schedule No. (Completed by Owner)
To Master Cost Per Copy Agreement No.
Initial Term of Agreement
/-
EOUIPMENT SERIAL MONTHLY*
DESCRIPTION NUMBER MINIMUM RENTAL
4. ~ 35'0 F S
2. ~;~50 $ I~,OO
4.
5.
6.
7.
8.
9.
LO~TION:
If ~is info~ation differs w~h each machine, please a~ach a listing of locations by machine.
the ("Agreement") between the User named below and the Owner.
MONTHLY COPY
ALLOWANCE
~ (~) _ COPIES
__~ _ COPIES
COPIES
COPIES
COPIES
COPIES
COPIES
COPIES
COPIES
COPIES
EXCESS COPY QUANTITY"'
CHARGE* #
I *PLUS APPLICABLE TAX
L
Equipment LocationStreet
c.stome, co.taet,c, Mets,.eadings:r4. 5 .
City State Zip
F~x No. (~D) 5"7
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:
~S, Owner
TITLE DATE
~.
BILLING ADDRESS
CITY STATE ZIP
PHON[NO(?,_'JI')) .,,_~?I-;;ZS'OO DATE
BYX C,( t/( ~Hz? ttL~(t ( f/' 7(Lhd, f )';k):~;z
PRINT NAME
~..
MAJOR ACCOUNT MUNICIPAL MASTER
COST PER COPY SCHEDULE.
-E'y,:h,b,t A
/ o P G ~o.,,
Approved and Adopted this ~0~ day
CITY OF CARMEL, iNDIANA
By and through its Board of Public Works and Safety
DMj~e: ~ur e,q~L OO
ATTEST:
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Minolta Di250 Digital Document Delivery System
EquIpment Opllons Included:
· 25 Copies Per Minute
· Unlimited Sets
· 275-Sheet Multi-Purpose Tray
· (2) 550-Sheet Fixed Drawers
· 5a-Sheet Electronic Document Handier
Equlpn~ent Features Included:
· 5,8 First Copy Speed
· Reduction/Enlargement (2~400% in 1/10 of 1% increments)
· Up to ~ Copies
· Auto Reset/Auto Start/Auto Shutoff
· Auto ManuQi Photo Exposure Modes
· Auto Duplex, Stockless/Electronic Sorting
· Cover Mode
· Image Combination/Image Repeat
· OHP Interleave
· Page Insert/Free Original Placement
· Page Stamp/Number Stamp/Date Stamping/Distribution Stamp
· Energy Save Mode
· Mixed Original Detection
· Auto/Manual/Photo Mode
· Edge / Frame Erase
· Job Interrupt Key/Job Memory/Job Recovery
· Job List/Job Reserve/Job Lock
· Copy Track Audit/Copy Track Print
· Watermark (7 Selections)
~:7 802 5891
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S.M.A.R.T. Lease Option (l;)i250)
Included In tea~e:
· All Equipment & Accessories Quoted Above
· No Money / Payments Down ($0)
· All Supplies (Toner, Developer, & Photoconductor / Drum)
· Service Billed Monthly at .011 Per Copy
· S.M .A.R,T. 3000 Remote Diagnostics System
· 3,000,000 Copy Guarantee
, 5-Year Equipment Guarantee
, 5-Year Equipment Upgrade Guarantee Schedule
· Uptime Performance Guarantee
· 0-4 Hour Response Time Guarantee
· NO PAYMENT INCREASES FOR THE DURATION OF THE LEASEll
· 60 Month S.M.A.R.T. Lease
$118.00 per month
08 40
~17 802 5891
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PAGE. 4/5
Minolta Di350 Digital Documenl Delivery System
Equipment Options Included:
* 35 Copies Per Minute
· Unlimited Sets
· 275-Sheet Multi-Purpose Tray
· (2) 550-Sheet Fixed Drawer
· 2,700-Sheet Single Paper Drawer
· 50-Sheet ElectTonic Document Handler
· Off-Set Stapler/Sorter/Stacker w/In*Line 3-Hole Punch
· PI3500 Print Controller for Ne/work Pdnting
Equipment Feeturea Included:
· 4.7 First Copy Speed
· Reduction/Enlargement (2~-400% in ]/10 of ]% increments)
· Up tO 999 Copies
· Auto Reset/Auto Start/Auto Shutoff
· Auto Manual Photo Exposure Modes
· Auto Duplex, Stackless/Electronic Sorting
· Cover Mode
· Image Combination/Image Repeat
· OHP Interleave
· Page Insert/Free Original Placement
· Page Stamp/Number Stamp/Date Stamping/Distribution Stamp
· Energy Save Mode
· Mixed Original Detection
· Auto/Manual/Photo Mode
· Edge / Frame Erase
· Job Interrupt Key/job Memory/Job Recovery
· Job List/Job Reserve/Job Lock
· Copy Track Audit/Copy Track Print
· Watermark (7 Selections)
AUG. !8 '00
(FRI) 08!40 MB8 !NDY
Do som~hing important~
PAGE.
S.M.A.R.T. Lease Option (Di350)
mcludecl In Lear, e:
· All Equipment & Accessories Quoted Above
· No Mon~y / Payments Down ($0)
· $1 Purchase Option")
~Jl Parts & Labor
· All Supplies (Toner, Developer, & Photoconductor / Drum)
· Copies Billed Monthly at .011 Per Copy
· S.M.A.RT. 3000 Remote Diagnostics System
· 3.000,000 Copy Guarantee
· 5-Year Equipment Guarantee
· 5-Year Equipment Upgrade Guarantee Schedule
· Uptlme Performance Guarantee
· D-4 Hour Response Time Guarantee
· NO PAYMENT INCREASES FOR THE DURATION OF THE LEASEli
· 60 Month S.M.A.R.T. Lease with fax $226.00 per month
ml
Do soreedging important7
August 30, 2000
City of Carmel
Minolta Business Solutions warrants that the equipment covered under this agreement
will meet all normal operation and quality standards for the period of the maintenance
agreement, up to 5 years. Minolta further warrants that our service division will repair, or
if necessary, provide an equivalent replacement machine under the condition that an
authorized maintenance plan has been in continuous effect.
If Minolta is unable to maintain the equipment in good working order, the City of Carmel
will have the option of terminating the lease or replacing the equipment with equivalent
equipment. The City of Carmel must give Minolta 30 day written notice to terminate the
lease. Minolta has 90 days to remedy the situation.
Robert Diplotti
Branch General Manager
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
EXHIBIT B
Professional Services Invoice
Date:
Project Name:
Invoice No:
Person
Performing
Service
Service Services Provided Hourly Hours
Date (Describe in detail in one-Rate Worked
tenth hour units)
Total
GRAND TOTAL
Signature
Printed Name
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation & Disability
Statutory Limits
Employer's Liability:
Bodily Injury by Accident:
Bodily Injury by Disease
Bodily Injury by Disease
$100,000 each accident
$ 500,000 policy limit
$100,000 each employee
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations):
Products/Completed Operations:
$ 500,000
$ 500,000
Personal & Advertising Injury
Limit:
Each Occurrence Limit:
Fire Damage (any one fire):
Medical Expense Limit
(any one person):
$ 500,000
$ 500,000
$ 50,000
$ 5,000
Comprehensive Auto Liability
Owned, hired and non-owned
Bodily Single Limit:
injury and property damage
each accident
$ 500,000
Umbrella Excess Liability
Each occurrence and aggregate
Maximum Deductible
$ 500,000
$ 10,000
Professional Responsibility Insurance:
Per Occurrence: $ 500,000
Aggregate: $ 500,000