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Home My WebLink AboutReso 2002-444 RESOLUTION NO. 2002-!i.!J!j A RESOLUTION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AUTHORIZING THE CITY MANAGER TO ENTER INTO TWO 60-MONTH LEASE AGREEMENTS WITH TOSHIBA FOR TWO E-45 DIGITAL COPIERS WITH GL 1010 CONTROLLERS, FOR CITY HALL AND THE BillLDING DEPARTMENT, BASED ON THE AGREEMENTS ATTACHED AS EXHIBIT "A" AND EXHIBIT "B" RESPECTIVELY; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENTS ON BEHALF OF THE CITY; AUTHORIZING THE CITY MANAGER TO DO ALL OTHER THINGS NECESSARY TO EFFECTUATE THE TERMS OF THE AGREEMENTS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the number of employees in the City Hall has grown and in-house copying/printing/scanning needs for both City Hall and the Building Department have increased dramatically; and WHEREAS, our current copiers are inadequate to meet current and future needs; and WHEREAS, staff has researched leasing a digital copier and determined that the Toshiba e- 45 digital copier with GL 1010 controller has the appropriate copying/printing/scanning capabilities; and WHEREAS, Toshiba has submitted two leases for e-45 digital copiers with GL 1010 controllers for City Hall and for the Building Department, attached hereto as Exhibit "A" and Exhibit "B" respectively; and WHEREAS, this action is a step towards meeting the goal of having information published on the City's web site and of archiving paper documents electronically. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approval of Lease Agreements. The City Manager is hereby authorized to enter into two 60-month lease agreements through the Miami-Dade County Public Schools contract with Toshiba Company for a e-45 Digital Copier with GL 1010 Controller, in an amount of anywhere from Two Hundred Sixteen Dollars and Nineteen Cents ($216.19) per month based on the number of copies for City Hall, and from Two Hundred Fifty Dollars ($250.00) per month based on the number of copies for the Building Department, as more particularly set forth in the agreements attached hereto as Exhibit "A", and Exhibit "B", respectively. Page 1 of 2 R2002- Lease Agmts for Toshiba e-45 Digital Copiers Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said lease agreements. Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all other things necessary to effectuate the terms of the agreements. Section 4. Effective Date. The Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 14th day of May 2002. 1tf'~ David Samson, Mayor ATTEST: ~. (...~... - ~~~~~ Richard Brown-Morilla, City Clerk APPROVED AS TO FORM AND L AL SUFFICIENCY: Seconded by: t~t5<;/~~ (h(NJJ~ }/rCe- If( r :r;e&09. Moved by: Vote: 5-0 Mayor Samson Vice Mayor Iglesias Commissioner Ede1cup Commissioner Goodman Commissioner Kauffman V"(Yes) V(Yes) ,.,,/ (Yes) Z(Yes) /' (Yes) _(No) _(No) _(No) _(No) _(No) Page 2 of 2 R2002- Lease Agrnts for Toshiba e-45 Digital Copiers I City of Sunny Isles Beach 17070 Collins Avenue, Suite 250 Sunny Isles Beach, Florida 33160 City Commission David Samson, Mayor Danny Iglesias, Vice Mayor Norman S. Edelcup, Commissioner Gerry Goodman, Commissioner Lila Kauffman, Commissioner (305) 947-0606 City Hall (305) 949-3 113 Fax (305) 947-2150 Building Department (305) 947-5107 Fax Christopher J. Russo, City Manager Lynn M. Dannheisser, City Attorney Richard Brown-Morilla, City Clerk MEMORANDUM To: Mayor and City Commissioners Alyce Hanson, Administrative Services Director ~ From: Through: Christopher Russo, City Manager Date: Re: May 14, 2002 Approval of a Lease Agreement with Toshiba for an e-45 Digital Copier with GL 1010 Controller RECOMMENDATION: It is recommended that the City Commission adopt the attached resolution approving a lease agreement with Toshiba for an e-45 digital copier with a GL 1010 Controller. REASONS: The City owns a Toshiba 5560 copier (ID # 16712) that copyco remanufactured over a year ago. Although remanufacturing increased the life of this copier, which to date has produced close to one million copies, the copier no longer meets the City's needs. As City services continue to grow, the need for copying, printing, and scanning documents increases. With improved technology, it is now feasible to get all three capabilities (copying, printing and scanning) in one machine. ADDITIONAL INFORMATION: 1bis action is a step towards meeting the goal of having information like the City's agenda and resolutions published on the City's web site. It is also a step in being able to archive paper documents electronically. The lease is available through the Miami-Dade County Public Schools contract #046AA 11. Money is available in the Administrative Services Department budget. With a $2,500 trade-in credit for the 5560, Toshiba is offering the e-45 digital copier with the GL 1010 Controller on a 60-month lease for $216.19/month. The maintenance agreement includes supplies (except paper and staples), parts and labor @ .009 per copy. (For details, see attachments.) Attachments: 2 l. ~ \ ~ fkdL Exhibit "A" TOSHIBA BUSINESS SOLUTIONS -A TOSHIBA COMPANY- TOSHIBA BUSINESS SOLUTIONS -A TOSHIBA COMPANY- LESSEE ColqIMy BIIIng Addr8a '\ \ \ \ \ \ Telephone No. ( ) Hetu.. of BuIInelIs DESCRPI10N OFE~ Ust Price $ L.... Tenn: Location of Equipment PERSONAL INFORMATION ON OFFICERS, Name Home Addrea Name // Home Addrea BANK REFERENCES 1 Name of .,,/ / Clty/State Name of BanklBranch CllyIState TRADE REFERENCES 1 Name of Supplier CitylState Name 01 Suppler CltylState Vendor. Salesman: LEASE APPUCAnON City County Slate ZIp ContacI PlIIIClIl 11lIe I Type of BuIIness No. of v... In Bu*- o Non PIolIt 0 ProprIeCofIhlp 0 PartneI8hlp 0 CoIJlO'8lion \ \ \ \ \ \ / / Rental S/' Advance Rental Amounl $ / / OR GUARANTORS / IllUe City Soc:IIII Securfty No. \ State ZIp Home Phone No. ( ) \ \ 9*10 Acct. , LA 1ft Acct. , CI tg. Acct. , La 11'I Acct. , IllUe City Home Phone No. ( ) SocIal Securfty No. Slate ZIp TeIeptlone No. ( ) Telephone No. ( ) ContacI 0fIIcer Contact 0fIIcer ChI 10 Acct. , LoInAcct.' ChI 10 Acct. , LaI,. Acct. , ConIact 0fIIcer TeIeptlone No. ( ) T~No. ( ) Contact 0fIIcer Phone t: Date: CUSTOMER'S AUTHORIZED SIGNATURE TO RELEASE INFORMATION: TOSHIBA G.E.M.ONISIGN . - ---..---- c-~ ------------- ...",,;;; ~ ---- - ---~ .--- '-AT~C~_ CORPORATE HEADQUARTERS 1011 SW 30TH Avtl\JUE DEERFiELD BEACH. Fl 33442 19541428-1300 FAX [954] 428-9083 SALES · SHOWROOM 1700 POWERLiNE RD. SUITE H OEERFIELD BEACH. FL~442 (954] 428-1300 FAX[954]48CH5713 BRANCH OFFK:L: 901 NORTHPQjNT PKVVY. SUITE 120 WEST PALM BEACH, Fl 33407 (561 )"684-2300 FAX [561J 6164598 8RANCH OFFK:L: 14394 COMMERCE WAY MlAMILAKES. FL 33016 ''J5}826-97oo ;{ (305) 826-3350 8RANCH OFACE: 3212 SOUTH U.S.1 FORT PIERCE, FL 34982 (561) 461-B224 FAX(561)46~640 TOSHIBA BUSINESS SOLUTIONS OMSlON JOHN YOUNG COMMERCE CENTER 2815 DIRECTORS ROW. STE. 700 ORLANDO, FLORIDA, 32809 (407) 852-1110 [800J 270.1869 FAX (407) 816-1511 WWW.COPYCO.COM CITY OF SUNNY ISLES e-45 DIGIT At COPIER .:. 45 COPIES PER MINUTE .:. LASER COPIER .:. 2,400 X600 dpi RESOLUTION .:. DUTY CYCLE 120,000 PM .:. 1 TO 999 COPIES .:. MEMORY 32 MB 4.3 GB HARD DRIVE .:. 25% TO 400% REDUCTION/ENLARGEMENT .:. AUTOMATIC PAPER SELECTION .:. DOCUMENT FEEDER .:. STAPLE FINISHER .:. AUTOMATIC DUPLEXING (unlimited) 810# 046-AAll PRICE: $7500.00 *STAPLE FINISHER SINGLE $ 1749.00 EXTRA CASSETT N/C *ST AND $ N/C TOTAL $9,249.00 TRi\DF IN "5(10 $2.500.00 TOTAL "'$6,749.00 Otional: 3 HOLE PUNCH $ 357.00 GLIOIO CONTROLER $2,446.25 (Printer Board/tO GB Hard Drive, Top Acces, Post Script.) 128 MB Expansion Memory $224.00 LEASE: *Inc1ude in the Lease 60 MONTH 36 MONTH Automatic Feeder Staple Finisher Automatic DupJexing Large Capacity Tray GL 1010 Controler $216.19 $310.21 MAINTENANCE AGREEMENT: Include Supplies, Parts and Labor (except Paper and staple) @ .009 per copy. .:. Same Day Response, .:. Unlimited Training, .:. Free Loaner. STATEWIDE TOLL FREE 1-BDD-5-COPYCO r .TOSHIBA BUSINESS SOLunONS FIorlda 37695 SALES REP NO. ORDER STAGE NO. ACCOUNT Cl NEW NATURE OF BUSINESS ACCOUNT NO. ACCOUNT NO. COUNTY FAX STATE ZlP+4 3 4 5 6 7 a&.'-/ ()/f) 9 10 11 DIGITAL INSTAll SUPPORT PLUS Cl 1 SUPPORT PLUS Cl 2 PURCHASE With Credit Approval Cl Cash Net Due On Delivery Exp. Date No. of Months Monthly Payments S S pluS tax. First & last _ months rent Security Deposit s Accessabilily PAYOFF TO: ~ess Contract # ClStairs Cl Ramp Clloading Dock Check Request Form Required Y I N BUYOUT (Quote Required) ACCEPTANCE: THIS AGREEMENT IS NOT VALID UNLESS SIGNED BY AN OFFICER OF TOSHIBA BUSINESS SOLUTIONS. X OFFICER APPROVAl x 1)o.)#ip S~N, ~~V" PRINTED CUSTOMER SIGNATURE CORPORATE HEAOOlJARTERS 1011 S.W.3OTHAVENUE DEERFIELD BEACH, FL 33332 (954) 428-1300 FAX (954) 429-9063 SALES. SHOWROOM 1700 POWERlINE RD.. SUITE H DEERFlaD BEACH. Fl33442 (954) 428-1300 FAX (954) 480-6713 BRANCH OFFICE 175 N. flORIDA MANGO RD.. SUITE 301115 WEST PALM BEACH. Fl33409 (800) 526-7926 FAX (800) 526-7906 BRANCH OFFICE 14394 COMMERCE WAY MIAMI lAKES. FL 33016 (305) 826-9700 FAX (305) 826-3350 BRANCH OFFICE BRANCH OFFICE 3212 SOUTH U.S. 1 2815 DIRECTORS ROW. STE 700 FORT PIERCE. Fl32982 ORLANDO. FLORIOA32809 (561) 461-6224 (407) 852-1110. (800) 270-1869 FAX (561) 460-6640 FAX (407) 816-1511 FOR SERVICE AND SUPPLIES CAll 1-800-526-7926 . WWW cOPyco.com 8. All claims for goods or delay in delivery shall be deemed waived unless made in writing deliv- ered to TBS within ten days after receipt of goods by Buyer. f', I 9. All equipment shall remain the property of TBS until final payment is made, with the exception \ \~ \J of lei!:..e sale. In the event it becomes necessary, at TBS's sole dIscretion, to repos ess th~f'\\ equipment listed within this agreement, Customer authorizes TBS to recove _e::P'lui ment'b~' '"\ .' any peaceful means without further legal action. " > - '.. 1 ~' I II 10. Delinquent balances are subject to late charges of 1 "2% per month. Customer is respo sible for " '~_.:' .\';.~ "f!'~!,!.'~t~tionJ"iosts including reasonable attorney fees on unpaid balances. .7.",...~~~!'t~ft:1t;;~~~~ce i~rt of this contract, TBS's applicable "Maintenance Agreement" must be exe- cuted along with this order. The agreement will renew automatically for successive annual , ..terms if TBS is 110t notified 30 days in advance of the annivusarv date In no case will the , .,~, .t. . ".en,.(..~......lc'e'<e..J :..-f....' pr,' ~- ;n~--'~s~ c',le- the prl'O. "'ear 'l' --,...,.., ~'~ "'I m-l'~'e"an'~e "'~I'''n'g::' .. I ~vlW c:"A CJ. Q: V'"fO ~(; u "",(;C& ~ ". ,t I Y . , , "'~~!,IVJi, QJ au laL II..... ...... n .:>> will be subject to a $1.00 per machine/billing administration fee. " CUSTOMER AGREEMENT THIS IS SUBJ.ECT TO THE FOLLOWING TERMS AND CONDITIONS: .''', 1. This order shall not be binding on TBS, Inc. (TBS) until approved at TBS home office. ' 2. Delivery of goods on common carrier or licensed trucker shall cons~itute delivery to Buyer,and aUrisk of loss or damage in transit shall be borne by Buyer,. All sh.pments are f.o.b. our ware- house, except for machine$. 3. TBS reserves the right to make delivery in installments. Such installments shall be separately invoiced and paid for when due, without regard to subsequent del,iveries. Delay in delivery of any installment shall not relieve Buyer of its obligation .to accept remaining installments. 4. . rpS r~serves th"ri9ht~~any tiftif' to t:eyoke any credit exten~edto' l3~yer ~.~,otB""",. failure to pay for any gooCls when.due or any other i'eas6n deeitleCl good and'sufficTent byTBS~'. 5., TBS shall not,be.liaple for..failure to. d~liver or. ~lay.~Jn ~eliv.ry occas.ion.gsl ~y ci~u..~,-.~" beyond TBS control, including without limitation strikes, lockouts. fires"embargoes, war or other outbreak of hostitities,inabHity to'obtain materials or shipping space, machinery break-' downs, delays of carrier or suppliers; governmental.acts and regulations, other ceuses beyond tas control and receipt 0'- orders from' all sources In excess bf TBS lhenscheduled .... production capacity. 6. This order shall not be cancelable by tile Buyer for delays in delivery or other cause until ten days after written notice of such intention have be~n actually received byTBS during such peri- . od. 7. TBS warrants that the g()ods covered by this order when deliv.ered to Buye.r will be of merchantable quality and free.from defects in workmanship and material for a period of 90 days frorn 'tlie . date . of delivery, of . 'rBS un~erC!rdi!,.a,ry.. use and conditions. TBSts obligation :::,~:e~::':~:~rvi~lml=~(':1J::;:r'o;:~~c~~o~~~;~~a~~~~o~~~~~~~:d d~~e~~~ freight prepaid, within th warrantY periOd, arid which are proved to be defective upon inspec- tion by TBS. If not repaired or replaced by TBS, TBS liability shall be Il'mited to the stated sell- ing price of such returned parts which are defective. Other repairs not under warranty will be at such cost as TBS from time to time generally will establish. In no event shall TBS be liable for resulting or consequential damages occasioned by any breech of warranty. THERE ARE NO OTHER WARRANTIES WHtCH EXTEND BEYOND Ttii:DJ;~~FJl9tt.O~~~Jl~.~'1:-- OF. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE E~ttfjtO: .c " . {"." ... 12. Tilis contract constitutes the t'niir~ agre~ment beiween the parties and may not be modified or terminated except in writing signed by an officer of TBS. 13.ln the event the equipment is not paid for ami therefore picketi up the~ will be 8'$.05 pef,cbpy usage charge and a reasonable pick up charge _,.' ~ <' .. 14. Terms or oral promises not contained in the written agreement wilt not be legally enforced. ~ .t.~ .' . :.. ..... r---- TO.SHIBA BUSINESS SOLUTIONS Florida M~NTENANCEAGREEMENT SALES. REP<~~E ~ 37695 SALES REP NO. ORDER STAGE NO. I _I ~~:'.r' ~ / i NATUR~~ BU}'fN~~S ACCOUNT NO. i ACCOUNT o NEW "OEXfSTING ACCOUNT NO. "< .:i '( . . ~__,_.;. ,., ,0"'\. . C< ~~..t';, /;, ,<" .{.> / ,/ COUNTY FAX STATE ZIP+4 2 3 "'~-/ .,; 4 5 I ..,},.....~: .;. 'i. ;... . 'Ii 6 7 1 ~ 8 (I_t..._. i(J/~() ." .I".S ',( "1.......: ~ // " fJ/ / .' -"'! . .-;.,,-- '~r . ~.- c.A,'or,i'-o- 10 .I f~' , ; ~_. .,,+ ,'/ :' _,,) t~._ 9 ,. ,~ c,,~ 11 DIGITAL INSTALL SUPPORT PLUS 0 1 SUPPORT PLUS 0 2 UP TO TWO (2) HOURS UP TO FOUR (4) HOURS SEGMENT 1.5 Black &' White & Fax $250.00 COLOR $480.00 CUSTOMER P.O. NO. MAINTENANCE AGREEMENT COPIER & FAX PLAN TYPES External Fiery/controller parts and labor only Equipment Line No. is covered by plan: at a Base Rate of: to billed (interval): and includes allowable copies of: Excess copies will be billed at a per copy price of: t2. -~ - /9 $ $ "A Covers parts, labor, drums, PM kits and toner (excludes paper, staples, cel.r \>.'M_, oli1iwii.llller units & shipping) Excluded, not covered under any service program Covers parts, labor, PM kits, drums only (excludes paper, toner, staples & shipping) B C 0 E F ,"'!"". ,'.f$ G ;../ Covers parts and labor only (exludes drums, paper, toner, PM kits. staples & shipping) Covers parts, labor, drums, PM kits and color toner (excludes paper, staples & shipping) Covers parts and labor for non copier equipment (excludes supplies and shipping) PERFORMANCE GUARANTEES Equipment Guarantee. The equipment specified above is conditionally warranted by Toshiba Business Solutions for as long as the above described Company shall own the machine, provided that is covered by a Toshiba Business Solutions maintenance and support program. The warranty shall cover the plan indicated and is subject to the terms and conditions on the reverse side. Replacement Guarantee. If the equipment specified above is covered by Toshiba Business Solutions maintenance agreement and becomes unrepairable within 36 months from the date of the agreement, we will replace it with a piece of similar or like equipment at no additional charge. I have reviewed Toshiba Business Solutions Maintenance Agreement Programs and DO NOT want to participate at this time. ~p X CUSTOMER SIGNATURE ACCEPTANCE: THIS AGREEMENT IS NOT VALID UNLESS SIGNED BY AN OFFICER OF TOSHIBA BUSINESS SOLUTIONS. X OFFICER APPROVAL x DCM)\6. ~~()-ri, M~ PRINTED CUSTOMER SIGNATURE \J All transactions from the 25th to the 31 st of the month shall be prorated to the 15th of the following month. DEERAElD COMMERCE CENTER ro;;;;'uu SOlUTIONS OIV. ~~';'~RCE CENTER ~~~SS PI.AlA 1011 S.W. 30TH AVENUE JOHN YOUNG COIoIIERCE CENTER 5761 N.W. 1581h STREET 901 NORTHI'OINT PKWY. SUITE 120 . DE~Rf1ELD 1lEACH. Fl33442 2815 DlREC10RS ROW. SUITE 700 IllAMIlAKES. Fl33014 WEST PAl.llIIEACH. Fl33407 (954) 428-1:110 0RlANl0. FL 32llO9 (305182M700 (5611614-23lO FAX - (954) 429-9083 (407) 852-1110 FAX - (305) 1128-3350 FAX (561) 616-45lll1 ~ FAX-(407) 81.,511 !7. Lessee I c.rT! () .c~O~p/ J.-5~l~ c;E*,// I Name / Address / 70 wll/v~ ~{. #?z>-o~ L ~vVv/ rSi{,S~f/J'-tI ~~ Deliver To (If other 1hen Lessee's .Jresa) MANe" OFFICE' 3212 SOUTH U.S. 1 FORT PIERCE. Fl34982 (561) 461-&224 FAX (561) 460-6640 LEASE ORIGINAL I ThO....... '-a ......, ] TOSHIBA BUSINESS SOLUTIONS -A TOSHIBA COMPANY. QUANTITY DESCRIPTION: Model No., Catalog No. or other identifICation / f!.,- 'I~-. IMPORTANT: Supplier and its representa1lves are not the agents of Lessor, Neither Supplier nor its representatives can W8lve, V8IY or alter any of the Terms and ConditIons. lAs.or doa not W8ITlInt "*Ch.....blllty of tItna. for any pIII1Iculilr .... of equipment and dlaclalma any other warnnty. ...... implied or etIItutory. Lease payments wHI be due despite dissatisfaction with equipment for any reason. SCHEDULE OF PAYMENTS PAYABLE AT THE SIGNING OF LEASE DURING ORIGINAl.. TERM OF LEASE S ~ CHECK ONE / a S T & lAST MONlH'S RENT NUMBER OF MONTHS l/O MON1lI..Y PAYMENT s tIt,/f: TAX a S SECURITY DEPOSIT TERMS AND CONDmONS 1. lEASE TEAll: RENTAL: Lessor hel8by leases to Lessee and Lessee henJby rents fIum Lessor the equipment descrIled above and on any atIached schedule (hereinafter, with al replacement pal1s, repellS, additions and accessories incoIporated therein atWJ/or afIIxed thenlIo, n1f1mld 10 as the "EquIpmenr'), on terms and c:oncItIons set forth above and below and continued on the reverse side her8of; for the tenn lncIcated above~ ~ commellcing on the date (the 'Convnellcement Date, that BOY Item of EcMxnent is deIIv- el'8d by the supplier theRlal, (each supplier hereinafter nIfemId 10 U , to Lessee or an agent of the Lessee, and contiluing lhenIafter unlthe obIgatIons -~ Lessee IIIder the Lease have been fullv perfonned. When you IIC8ive the Equipment. you agree to Inspect it and 10 verify by t8Iephone such infomiation U we may requn or, at our request, send us 8 written certiIicate of ac:ceptance or other evidence of ac:ceptance. UnlesS otherwise provided herein, the first monthly payment of nIIIt shall be Jl8YIIbIe on the Comrilencement Date, and subsequent monthly payments shaI be payable on the correspondng day of each month lhervafter, in amounts stated above, or on any scf1eduIe, unI the IofaI rent and all other obligations of Lessee to Lessor shaH have been paid in full. AI payments of rent shaD be made 10 the Lessor at lis address or at such other place as Lessor may designate in writing. Llissee hereby authorizes Lessor 10 insert In Ills Ieue the serial"numbers and other identification date of the Equipment, when determined by Lessor, and dates or other omit- ted faClua/ matters. Advance I8IlIaIs are not IIf1MldabIe if for any I8IISOfIthe lease tenn does not commence. Ant securily deposit shall be held by Lessor 10 secure the Lessee's faith- ful pelforrnance of lis obligations under the Lease and wil be /'lIlUmed 10 Jessee without ilterest at the setisfaCtoly pPiration of the Lease. To the extent permitted by law, we may charge you 8 fee of ~ 10 $50.00 10 cover our documantalion and investigation costs. 2. PURCHASE AND ACCEPTANCE: NO WARRANTIES BY LESSOR: Lessee request Lessor to pun:hase the Equipment fIum the Supplier and arrange for deIiveIy to Lessee at Lessee's expense, which shaI be deemed compIeIe upon the Cornrnencement Date. Lessor shaJI have no responsibiIty for delay of failure of SupplIer to II the on:fer for the Equipment LESSEE ACKNOWLEDGES AND AGREES THAT LESSOR HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OF NATURE, DIRECTLY OR INDI- RECTLY, EXPRESS OR IMPUED, AS TO ANY MATTER WHATSOEVER, INCLUDING THE SUITABILITY OF SUCH EQUIPMENT, ITS DURABlUTY, ITS FITNESS FOR ANY PAR- TICUlAR PURPOSE, ITS MERCHANTABIU1Y, ITS CONDITION AND/OR ITS QUALITY, AND AS BETWEEN LESSEE AND LESSOR, LESSEE LEASES THE EQUIPMENT "AS 18.' LESSOR SHALL NOT BE LIASLE TO LESSEE FOR ANY LOSS, DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY ANY EQUIPMENT LEASED tEREUNDER OR THE USE OR MAINTENANCE THEREOF OR THE FAILURE OF OPERATION THEREOF, OR THE REPAIRS, SERVICE OR ADJUSTMENT THERETO, OR BY ANY DB.AY OR FAILURE TO PROVIDE ANY THEREOF, OR BY ANY INTERRUPTION OF SERVICE OR LOSS OF USE THEREOF OR FOR ANY LOSS OF BUSINESS OR DAMAGE OR CONSEQUENTIAL DAMAGES WHATSOEVER AND HOWSOEVER CAUSED. NO REPRESENTATION OR WARRANTY AS TO THE EaUfPMENT OR ANY OTHER MATTER BY THE SUPPUER SHALL BE BINDING ON LESSOR. NOR SHALL THE BREACH OF SUCH RBJEVE LESSEE OF, OR IN ANY WAY AFFECT ANY OF LESSEE'S 0Bl.JG.. ATIONS TO LESSOR AS SET FORTH HEREIN. LESSOR DISCLAIMS AND SHALL NOT BE RESPONSIBLE FOR ANY LOSS, DAMAGE OR INJURY TO PERSONS OR PROPER- TY CAUSED BY THE EQUIPMENT HOWEVER ARISING. 3. STATUTORY FINANCE LEASE: Lessee lV88S and acknowledges that it is the intent of both parties to this Lease that it quaify as a statutory linance lease under AItide 2A of the Uniform Comman:iaI Code. Lessee acknowiedges and agrees that Lessee has selected both: (1) the equipment; and (2)the supplier fIum whom the Lessor is 10 purchase the equip- ment. Lessee acknowledges that Lessor has not particip8ted in any way in Lesee's selection of the equipment or of the supplier, and Lessor has not seIec:Ied, manufadured, or ~ plied the Equipment. Lessee is advised that it may have rights under the contract evidencing the Lessor's purchase of the equipmenI fIum the lqlIlIier chosen by Lessee and that Lessee should c:ontac:t the supplier of the equipment for a desa iption of any such rights. To the extent you 818 permitted by applicable law, you waNe II right Md rernecIes conferr8d upon a lessee by ArtIcle 2A (sections 508-522) of the Unifonn Comrnen:IaI Code inc:IuclIng, but not Imited to your rights to: (a) cancel or IlpUClate the Leese; l,b) reject or I8VOke accep- tance of the EclUiIlment; ee) I8COV8r damages fIum us for any breach of warranty or for any other 18IISOIl, and (d) gnmt a security interest In any EquIpment II your possession. 4. LESSOR T'ERillNA1'ION BEFORE EQUlPllENT ACCEPTANCE: "within 60 days fIum the date the lessoronfers the Equipment, same has not been deIlveI8d, InstaIed and accepI- ed by Lessee (in form satisfactolY to lessor) Lessor may, on 10 days written notice to Lessee, terminatelhis Leese and lis obligation to lessee. SEE REVERSE SIDE FOR ADDITIONAL TERMs AND CONDmONS WHICH ARE A PART OF THIS lEASE · THIS IS A NON-CANCELLABLE LEASE FOR E TERM INDICATED ABOVE & Accepted in Florida t, r 7",. J /j LESSOR SA" NESS SOLUTIONS . ~ ..l, . ".J ~r -7~ c;~ By By' Date PERSONAL GUARANTY To Induce Lessor 10 enIer inIo the wIlhWI Lease, the ~ 1IlCOI~ 10 Lessor .. proqJI ~ when due to II 01 Lessee's obIigIIIons to Lessor lIlder the Lease. Lessor shaI not be IIqUirIcI to proc:eed BgIinst lAsse8 or hi EquIpmenI or My other III1I8dy btfonI pi' against the tnlelsignecl. The undersigned BgI8II to pay II atIornIy's fees and OIlIer ellp8llS8S incanId bv LessOr by IlI8IClIl 01 cIef8uII by LeIIee or llellldelllgned. The lIldIIIIgned waIveI notice 01 accepIaIlc:8 hereoIlIld 01 II ... noliceII or demInds 01.., kind to which the lDIerslgIl8d mey be enIlIIed. The ~~ IllI8nlIIons or modilIcIIIon p1IId to lessee lII1d lie release II1Cfor compromise 01.., obIgationI 01 LeIIee or any 0Iher obIgors and ~0lS wlIhcU In .., way the Inlm his or her obIIgIIionI hereIIlder. The obIigalIonI 01 the Intenligned shaI continue '''''' If LeIIee becomes inSoMInI or bInkrupI or IS cIscharged Inlm INnuuptCy IIld we :in.... not to selIIc to be RIPIkI by l.8IIe8ln .. 8VIflI we ..... pay Lessor. This Is 8 conIIrUng Gu8IlInly ancI sh8II not be ~ or aIIected by death 01 the WldersIgned, IhaI bind the hlIiII, 1ilislr8lOlS,IIJll8$enI8tIwI, lIUCC8SlIOIS lII1d .... 01 ~, lII1d mey be enIon:ed by or for lh8 bInelIt 01 "'f IISSIgIIII or successor 01 Lessor. The lIldeISigned conunIS to lh8 jurlsdc:tlon 0111II IedenII or stat, courts Ioc:ateclln BrowInl Ccu1Iy, FIiJrIcIa. willi I8Spect to any 8ClIon heI8IIlder and walw Insofar IS penni\1ecl by law any trial by jury tor any aclIon between the parties. DATED X PERSONAL GUARANTOR SIGNATURE DATED DATED DATED 5. TITlE: Lessor shaD at aft limes nJtain tllIe to the Equipment. AI docwnenIs 0( IiIle and evldenc:es 01 deIiv8ry .... be dehered to L.essor. Lessee shall not c:h&nge or IMlOWI IrIIignia , ,or JeI\lIring which is on the Equipmenl at the time of deMry IheAIof or which il1henIafter placed thereon, incIc:atIng I.8s8or'I CIWl1llrIhIp 1her8Ot. and at any lime cUlng the laase -:m upon ~ of l.essoJ, ~ lIhaI aIIIx to \he Equipmelt, in a prominent pIIce.labeIs, pia'" or other marIcing supplied by Lessor IIalIng thai the Equipment is owned by Lessor. L.eIsee iue.o. nzes Lessor at Lessee I ellp8nl8 to file a copy of this l8lIse or any Schedule as a fIn8ncing statement IIld in L.....'I name to .... IIld lie financing slldlmeclll to CCMW lie coIIIIlw aI. Lessee agrees to 8X8CUI8 and del'Mlr any other IIaI8ment or in&InInenI requested by Lessor for such pwpose. IIld agrees to Pfl'/ or reImIlIne l.esIor for any Mng, IeClllIdng or ....; fees or l8X8S arising from the fling or I8CClIding any such inllnInent or IIldlIm8nt. ....... shall at Its 8IqI8nlI8 plOtlIc:t and defend Lesaor's tiIle IglIInIt .. persons cIIirnIng lIgIinst or haugh Lessee. at aI limes keeping the Equipment fnle from any legal PfOCllIII or encunbranCe whatsoevIr. Induding but noIlImII8d to ..... .aactmenII. Ievles and lIII8CUtToni end shaI gNiI lesIor Immedat8 wriIIIln notice IheAIof IIld Ih8I indemnify Lassor from any Iou ClIUI8d \tlenIby. Lessee shall tlll8CU8 IIld cIIMr to Leaor. upon Lessor'I ..... such fIdw instru- IllIrlIS IIld 8SSII'llIlC8S as Lessor deemlll8C8IIlIIy or adVisIbIe tor .. confIrmaIIon or perfection of l.essoJ'l righIII hIrulder. UnIasI oIherWIse agreed in WIIIIrv, leuee .... haw no" ~ to pun:hase or olherwiIe ecqun IiIIe to or ownership of any of lie EquipIIIn. e, CARE AND USE Of EQUPIIENT: Lassee shalllII8inIIIin the EquIpment in good operating condiIIon, AIp8i' and IIJPlIlInII1ClI and pnIt8Ct the IlIIll8 tom deterialatlon, other hn flllmlII weer end tear; IhaII \118 the Equipment In lhe regWIr COlft8 of business only. wiIhiIlts normal c:apecily. wIIt1cU abuse. end In a mIM8I' conI8mpIaIecI by the IlIlInUf8cbnr: slid ClCIlIlpIy wilh allaws. onInanceI. reguIations.18qlir8ments and ruin WlIh I8IPId to 1he \118. malll.....1C8 and opendian of the Equipmelt; .... noIlIIlIk8 any lIl11dlllcdclh. ........ or aIIIon to the Equipment (other I1an normal opel8llng accessorieI or conlroIs which lIh8I. wtW'I added to the ~ become the prqllIrty of the l.eIIor) wiIhout the prior wrIlIIn CllI-.t of .. L..... which shell not be Ln'88Sllfl8bIy withheld, shaI not 10 alIIx the EqIIipI1M to Al8I\y as to dwlge II naIIn to f8lII property or tbdure. and .... ..... EqUpment .... rwnaln personaJ property at allimes f8lIIRIeas of how atlIIched or installed. shaI keep the EquIpment at the location shown on the sc:hlIduIe - shaI not I8IlIlMt the Ecppment wIIhout the c0n- sent 0( Leaor. which shall noI be lIllUlIOI1IIbIe or 8haI hlMIlle right ddIng IlllfIlllII hours. upon I88SOlI1b1e prior IIllIIce to Lessee and Mject to 1ppIcIbIlI1awl1nll18glUtlons, to .. upon the pnIIIIiseI where the Equipment is Ioc:ated In order 10 Inspec:t, obserW or, I Lessee is in default, I8IlIlMt the Equipment. or olheIwiIe proIect L.essor"s In1nst 7, NE1' LEASE: TAXES: Lessee inlllnds the rental paymenll her8lI1dIr to be net 10 Lassor, end 1.81I88 .... Pfl'/ d ...... UI8, 8llCiIe, personal propeIty. cIocunnIIy IIIunp _ ad VII- onlIIIlIX8I, license end regiI1ratIon fees. lIII8IIIII8IllS fines. penaIIles IIld other c:haIgas imposed on .. 0WI18IIhip. poslla alan CIf UI8 of the Equipment cUIng the tIInn of IlIIIease; shaI pay all8X8S (except FecIend or Slate net income taxes impoIed on Lessor) wlIh I8IPId 10 the AIIlI8I paymenII henlI.rldIr. and shaI AIimbIne Lassor upon ...... tor ....... PIid by CIf adv8nced by l.8ssor. Unless llIherwise 8geed to in writing by Lassor. Lessor 8haI pay II personeI property tax wlIh I8IPId 10 the EquIpment and ....... shII nIiNMnil Lessor.... be upon demand.. e, 1NDEIIN1Y: Lassee shalllIld does henlby agree to lndemnIy IIld lIlMl Lessor ill agenII. lI8fVIIlII. IUCCllIIllrI and assignIlIermIea from any and lllIabily. d8magIa or Ioas, lnclud- ing I8IIIOI1IIble ClllUIllI8I..... arising out of the ownenhip. selection. posl8lllon. Ieaslng.I8I1IIng, operBIion (11IIIIIdIeas of ...... how 8Ild by whom opendIId) conIrllI. .... CllldlIon (lnclud- ing but nallmil8d 10 I8I8nt and oller delec:ts noI dlsc:ov8rabIe by Lessee). meinIIII"lC8, deMry end reun of the EquiprneM. The i.....liIIeI end obIgIIIoI. hIrIIn pnwIded .... CllIlIIn- U8 In ... fon:e Ind ehct noIwiIhIIIII'" "'mlnllllon of the I.8IIIe.. 'INSURANCE: ....... IheI keep the cppment inslnd IIIl8inst III rIIb of Iou or dIImIge Iran every ~ .NIIoMr tor noI .... thin the rtpIIIcIment COlt of .. EquIpmerC. The IIIlIlXIlt of such inllI1IIIC8 IhaII be suIIIc:i8ft 10 thai nelIher Lessor nor ....... .. be c:onsidenId II caInsuIer. ....... 11Io IhaI carry pItiic lIIbIIty INwInce, both fIIIIOI1II ipy and prap- 8Ity d8mage. covering the EquIpmenl AlIUCh casueIty insur8nclI shall provide thalloasas. . Illy. shaI be paylIbIa tel l.esIor. and aI such IIIbIIity .......1haI1ncUIe Lessor III IWlIId inMnd. Lessee shall pay the premilIns for such inIurance end upon request deliwlr ID l.esIor satiIIIIdoI y8Vldence of the inICI'ance ClMIIIglI requinId her8lI1dIr, The prolllIlIds 0I1UCh inuw1c:e pay8bIe as a I8IUII of loss CIf of demIlge 10 Illy Item of the Equipment shII be applied 10 IlIII8fy Lessee's obIIgIIiol. .. SlIt torth In pIrIIIpIIh 10 below, ....... henIby IIfwvoca. bIy lIppOinIs Lassor as """"1 allOm8y-in-fact 10 rMc8 cIain for. I8C8iwI payment of and exec:u18 and endcne d dlleIInenfS. c:hllc:kI or dIaIls receMd In payment tor IoIs CIf demlIge under any such inslnnCe poley. 10, RISK Of LOSS: ....... henIby asunes the enlire risk 0( loss. damage or desIruCIIon of the Equipment Iran any and fIYfII'/ ~ whIICsllev8r during the f8nn of ttilleaIe and ... after IrIII AldeIivery ID Lessor. In the ewnt of loss. damage CIf des1ruction of Irr/ Item 01 Equipment. Lessee II ill ellp8Rl8 (except 10 !he 8lltlIRt of "" pnx:eeds of inu8nce provided by L81S88 which shaI hlMI been receiwld by Lessor as a I8IUI of such Iou. cIlImage and destrucIlon). and lit Lesaor's option .... eiIher (II) ... such 11Im. nIUl'lIlg 110 III prMIuI con- diIion.1IIIass damlIged beyond repeW. or (b) repIIIce such nem wlIh a .. nem ....... to Lessor. In good condIIon and of equivIIIent VlIIue. which IhaI become property of Lessor.1ncIud- eel wti1the I8rm "E~ as used henin, IIld Ie8sed from Lessor her8WiIh tor the balance of the ... f8nn of this lease. CIf (e) pay IeIIOr d ~ ntr*I as IlIIIY be lIIocIItIId 10 such Item plus Lessor'I ~ resicNaI VlIIue of the Equipment present vaJued 10 the date 01 Iou at eight (8%) percent per 8I1IU'I'I. pIuI inf8nlst at 1-1!.2% per II'IllI1I1 (But in IllllMlllt more than maxim..., raI8 permiIbld by law) from dldllI1II peld. 11. PERFORMANCE BY LESSOR OF LESSEE'S OBLIGATIONS: In !he event Lessee fails 10 comply with any provision of this lease, Lessor shaD have the r9rt. but shaD not be obIi- gated.to eftect such ~ on behalf 01 Lessee upon ten (10) days prior wriIten notice 10 Lessee. In such tMIrIt, aI monies expanded by, and aI expenses of Lessor in effecting such QXl1lIiance, shaI be deemed to be acdionaI rental, and shaI be paid by lams to Lessor at the lime 01 the next monIhIy payment 01 rent. . 12. LEASE IRREVOCABIUTY AND OTHER COYENANT'S AND wARRANTIES Of LESSEE: Lessee ....1Iat IhilIease is Irr8wJcabIe for the full8mI thereof; and Lassee'1 obIigaIioI. under this lease are absoIuIe and shaI CllI1IirIJ8 wiIhclI4l11bat18mert and c.gardesI 0( "" diIebIily of ....... to UI8 .. Equipment or Illy pert 1her8of because of 11ft IlNIIllIlIncIuding. but not ImiIed to war. act 0( God, govemmentaI regulations. striIc8, 1oIs. damage. deItucIIon. faihn of or deIlIy in deMry, faiIln of !he Equipment to operate properly. IImlildon by oper. lion 01 law, CIf Irr/ llIher cause. You stall8 for our benefit thai as of the deII8 of the l8lIse (al you have the IIIwfW power IIld dlority to enIlIr into IhiIl.8aIe. (b) the incIYIdueIs slgning IhiI Lease hlMI been duly auIf10rized to do 10 on yolI' behalf. 13, DEfAULT: If any one 01.. following events (each an "event of deIIur) shII 0ClU. IhIn to !he exIlInt permlIIed by 1ppIcIbIlI1aw. l.esIor IhaIIllM the right 10 uen:iIe 11ft one ar more 0( the remedies set forth in PlngnIph 14 below. (a) Lassee fall 10 pay any rental or any other payment...... wtW'I due. 8Ild such faNe Cllll1IiueI tor 1M (5) days. CIf (b) L.aee becomes insoMlnt CIf makes an IISIignment for the benefit of credIIora. CIf (e) a 1'8C8iY8r. 1rUIII8e. CllIl88IVIIIor ar IquIdator CIf Lessee CIf of aI or a UIat8nIIII pert 01 II ...... is lIPPllinII8d with or without the appIc:ation CIf consent of Lassee. or (el) a petiIion isllled by or &gIIinst ...... lnIer the Bat*nIptI:y Code or any 8III8IllImanI thereID. or under any other inIoIvenc:y iIw CIf laws providing for Ihe relief of debtors, or (e) Lassee flIiIs to pay when due any indebledll... to l8ssor arising Indepelldenlly of this Lease 8IId such fdtn conIilueI for .... (5) deya. or (f) l8Isee breaches any other c:ovenant. WM'anly CIf agnMIII'I8I1I henIunder. and such breach continues for 118II (10) days .... wriaBn IIllIIce thereof. 14. REMEDIES: If an event of default shaI 0CC\a' as dasatJed in ~ (II) 1I1rclI9l (e) In P8IlIgl8ph 13 hIrIIn ebcMI, l.esIor 1llIIY. at b option. at any lime 10 Ihe exIlInt pennllIIId by law (al deClare the entire lIIIIClllIIt 0( IqlIIid rental for the baIanc:8 of.. term of thlllease immecIaIIIIy due and payable. ~ Lessee IhaI become obIigaIId 10 Pfl'/ to LeIIllr farIl. with the IoIaIlUIIClII1t of the lI1p8id rental for the balance of laid term pIuI Lassor's anIic:ipaIlld I8IiduaI VIIIue of.. Ecppment pleI8It V8Iued 10 the d8I8 of dIf8Ia Ill.... (5%l penllInl per arvun. (b) Lassor's r8lIIOf1lIbIe attorney'l .... IIld c:cut CllIII.lncIuding appeals. end (e) wilhout demInd or legal praceas. _ i1Illthe pIWIIiIeI where .. Eqlipment IllIIY be IoI.nl and Iak8 possession of and I8II'lllW the Equipment wiIt1cM IabiIly for such 1IIIIIdng. I..euCIf may ... CIf oIhelwiIe diIpllIe of "" such EquIpmn II II priveIIor pIMc ... In" ...... ...... IIIIClIs pos18Ssion of.. Equipment, LeIIllr shaI ~ ....... cndI for Illy ....l8C8lved by Leuor from the ... or IWIIIII of.. EcMJmenI.... decU:Ion of........ of.... or....... and Lessor's l8Sidual inI8rest in the EquIpmanl Lassee shaI also be IiIbIe far and SlId pay to le8Illr (al aI ...... IncunId by LeIIllr In CllI.18CIIon will .. ..IoI\:l1lnenl of 11ft of Lessor's remedies. inclucIng all c:oIIec:Iion 8IlperIS8I, aI pP8I1S8I of nIpOIIesling, sIllring. shipping, I8pIIIring Inll seIng .. EquipmIrj. (b) inIInst on aI .... due Lassor Iran the cilia 01 default unIiI paid at \he rate 01 one and one-haIf (1-1.2%) percent per monIh, but only 10 the extent permiIIed by law. n Lessor and Lessee acknowledge the cIlIic:Uly in establistillg a value for the unexpired lease term and owing to such cIfticuIty agree !hat the provisions 0I1his panlIJaph replesent an agI98d measure of damages and are not to be deemed a fOIfeiUe or~ If an lMl1t of default shall occur as deIaIled In ~ (f) In Paragraph 12 above, Lassor'II8III8dy IhaI be IImIII8d 10 the 8I1llltd of ant Iou suIered by LeIIor .. a c0nse- quence of said clefa&4 Whenever any payment isllllt made by L.essee when due hereunder. ....... ....10 pay ID Lassor. as an admitilltldIM payment to olfset Leuor's coIIec:tIon uperlI8S milder than one month IhereaftBr an amount caIcuIaIed at.. higher of 10% of any 18118 payment or $22.110. buI only to the 8ldllnt aIowed by law. Such amocn.... be pay8bIe in adlIIIon 10 II 8IIIlltI1tS payable by Lessee as a red of 8ll8R:iI8 of any of the I8lIl8dIas henIIn pmided. AI remedies 0( lessor hereunder .. CIIIlulative, are in addIIilln 10 any other nllII8Clias plO'Iided for by law. and may. 10 !he 8ldenl pannitII8d by law. be U8rCIsed COIllUI8IIIIy ar .. aralllly. The exen:ise of "'f one I8III8dy shall noI be deemed 10 be an eIaction of such I8III8dy CIf to prec:Iude the exerciae of ant other 181118dy. No fdtn on the pIrt of the Lassor 10 -- cise and no delay in exen:ising any right or nsmedy shall operate as a waiver thereof or rnodiIy ..1I8nnI of tis lease. " It II dM8rmined by a court of compeII8nt )IIlscIcIion that this IlIase consliIutes a security transactIlln. Lassor'II8Cll\WY sheI in IlllIMIRt uceed the IlIlIIdnun permitted by law. 15. ASSIGNIIENT: le8Illr 1llIIY. wIIhout I..essee'I CllIlI8nt, IIIIign CIf IranIfer thisleue CIf any Equipment, rent. CIf other IUIIlI due CIf to become due henlI.rldIr. and in such event l.essor'I assignee or lranIfenIe IhaII have the righIs. power, privileges. and remedIas of Lessor htInlInIer. Upon such assIgnmert Lessee agrees IIllt to assert. as egainIt Lassor'S asalgnee. "" deMnse, seIofI. I8ClJl4lIII8Rt. cIain or COII1IercIein. \hat Lessee IIlII'/ hlMIlIglIinIt Lessor whether arisilg transaction CIf othefwiIe. Lessee shaI noI assign IhilIease or any inIereats .... under and shaIIllllt enter Into any dIease wilh respect ID Ihe Equipment CllV8AId helwby wIIhout L.essor"s prior wriIII8II CllIIIenI. 16, RETURN OF PROPERTY: Upon the tIlnninlIIion 01 expiration of this lease. CIf any elllllnlion 1her8of. Lassee IhallIortlwIIh deliver. frelghI prepeid. the EquIpment to Lassor. III an adchsI designated by lessor, cornpIete and in good order and condiIIon. reasonlIbIe ..... and ulllone exeepll8d. Lessee shaI also Pfl'/Io Leaor such IUIIII as IIIIIY be II8C8II8fY 10 0lMI repI8l>>- ment for aI damlIged. broken or missing paris of !he Equipment. " upon such 8lqliIation or II8III1inaIion Lassee doas noI immedaIllIy I8bm the Equipment 10 Lessor. Ihe ~ shaI conIinue to be held and leased hereunder, and this lease Ih8lIheIeupon be 8ldllnded indelinill8ly as 10 f8nn at the IIIJIl8 monthly 18IlIaI. Mject ID the right of eiIher Lessee or Lessor 10 118r- minate the lease upon thirty (30) days written 1IllIIce, whereupon Lessee shall foc1hwfth deiver the Equipment to !he Lassor as set tor1tI in .. peI1IGIlIph. 17. MISCELLANEOUS: This lease c:onlains the entire lIlll88III8nI between the pmtias end may not be aIII8r8d, amended. mocIfIed.18mlinaIed or oIhelWile changed except by II writing signed by an executive ofticer of Lessor. This lease shall be binding when accepted in wriIing by Lessor IIld IhaI be governed by Ihe IlIWI of the SI8Ie of Florida. Lessee ~ "!d II actions CIf proceedings instituted by Lessor or Lessee hereunder. shall. at Lassor's option, be brought in a cowt 01 cornpeII8IIt jurIsdictIort In Brawn County, FIoridII. Lessee WlIMII, IIIlIO- far as permitted, biaI by jury in any action between the parties. Lessor IIld Lessee intend this to be a Y8Iid and s.misting legal doan8nt. and agree that no proviIion of Ihis lease which may be deemed unenforceable shaI in any way invaidate any other provilsion or provisions of this lease. aI of which shlIII remain in fuI torce and eIfect. Mt notice Intended to be IIN8d her8II1der shaI be deemed sufIlc:ienlIy sent by regular mal. postage prepaid. addrassed to the party at lhe 8ddresseI conIained herein. ThIs lease IhaI be~' upon the parties. their successors, legal r....,mtives and assigns. W. both Im.ncI to comply with .. applk:8lJle law.. If It \I dIIIIrminIcI thIlt your pay under IlIIleIu tin.. wIlIch I. higher th8n that which.. .,Iond by 'PP11cIbIe law. MY excea IIIIOUnt collected win btllpplled to .. ~yo"::;r:.:;:.~ llis ~ ~ ~... wllwe ehlrge or rec.lvur wHI you pay any lIIIOunta In uc:eu of the IIgllllllOunl / ./ j -7-_7-~ 7' S", 7 ,h c f ' Exhibit "B" 61~-~. TOSHIBA BUSINESS SOLUTIONS -A TOSHIBA COMPANY- TOSHIBA BUSINESS SOLUTIONS -A TOSHIBA COMPANY- LEASE APPLICATION LESSEE Company BIlling Address , City ConIact ~\erson County Slate ZIp Telephone No. ( ) 11IIe \ I Nature of Business Type of ~ iless Ii No. of Years In BusIness o Non Pn: '" 0 Proprietorship 0 Partne 0 Corporation DESCRIPTION OF EQUIPMENT: \ / \ / \ / Ust Price $ " / Lease Term: Rental $ , Advance Rental Amount $ Location of Equipment: / '/ PERSONAL INFORMATION ON OFFICERS, PARTNERS, OR GUARANTOR$' Name // I Title Social Security No. Home Address / City Slate ZIp I Home Phone No. ( ) Name / I Title SocIal Security No. Home Address / City Slate ZIp I Home Phone No. \ ( ) BANK REFERENCES 1 / \ Name of BankJBranch 7 Chkg. AccL , \ Telephone No. Contact OffIcer LOIIn AccL , ( ) Name of BankJBranch /lSlale Chkg. AccL , Telephone No. Contact OffIcer Loan Acct. , ( ) TRADE REFERENCES 1 / Name of Supplier City /Slate Chkg. Acet. , Telephone No. Contact OffIcer LMn Acct. , ( ) Name of Supplier CltylSlate Chk. AccL , \ TeI~ne No. Contact OffIcer LMn Acct. , ( ) Vendor: , Salesman: Phone ,: Date: CUSTOMER'S AUTHORIZED SIGNATURE TO RELEASE INFORMATION: CITY OF SUNNY ISLES BUILDING & ZONING e-45 DIG IT AL COPIER .:. 45 COPIES PER MINUTE .:. LASER COPIER .:. 2,400 X600 dpi RESOLUTION .:. DUTY CYCLE 120,000 PM .:. 1 TO 999 COPIES .:. MEMORY 32 MB 4.3 GB HARD DRIVE .:. 25% TO 400% REDUCfION/ENLARGEMENT .:. AUTOMATIC PAPER SELECTION .:. DOCUMENT FEEDER .:. STAPLE FINISHER .:. AUTOMATIC DUPLEXING (unlimited) BID# 046-AAll LEASE: 60 MONTH 36 MONTH *lnclude in the Lease Automatic Feeder Staple Finisher Automatic Duplexing Large Capacity Tray hel' (il \1110 ( (\nllt din $250.00 $357.65 *Include Trade in for 2060 copier MAINTENANCE AGREEMENT: Include Supplies, Parts and Labor (except Paper and staple) @ .009 per copy. .:. Same Day Response, .:. Unlimited Training, .:. Free Loaner. TOSHIBA BUSINESS SOLUTIONS Florida CUSTOMER AGREEMENT ~~ t-!AMj: d:5"<e//4'l- 37633 SALES REP NO. ORDER STAGE NO. ACCOUNT [J NEW [J EXISTING ACCOUNT NO. COUNTY STATE ZIP + 4 4 5 6 I 9 10 11 DIGITAL INSTALL SUPPORT PLUS [J 1 SUPPORT PLUS [J 2 PURCHASE With Credit Approval [J Cash Net Due On Delivery PO No. No. of Months Monthly Payments $ ,. $ plus tax. First & Last _ months rent. Security Deposit Credit Card No. CKNo. Accessability PAYOFF TO: [J Stairs [J Ramp [J Loading Dock Check Request Form Required Y I N o GEM Express Contract # tJ BUYOUT (Quote Required) UPGRADE Y / N ACCEPTANCE: THIS AGREEMENT IS NOT VALID UNLESS SIGNED BY AN OFFICER OF TOSHIBA BUSINESS SOLUTIONS. X OFFICER APPROVAL X MANAGER ~:Do-.v'p SG..W\SbN ~ PRINTED CUSTOMER SIGNATURE ) CORPORATE HEADQUARTERS 1011 S.w. 30TH AVENUE DEERFIELD BEACH, FL 33332 (954) 426-1300 FAX (954) 429-9083 SALES. SHOWROOM 1700 POWERLlNE RD.. SUITE H DEERFIELD BEACH. FL 33442 (954) 428.1300 FAX (954) 48().6713 BRANCH OFFICE 175 N. FLORIDA MANGO RD.. SUITE 3011#5 WEST PALM BEACH. FL 33409 (BOO) 526.7926 FAX (BOO) 526-7906 BRANCH OFFICE 14394 COMMERCE WAY MIAMI LAKES, FL33016 (305) 826.9700 FAX (305) 826-3350 BRANCH OFFICE BRANCH OFFICE 3212 SOUTH U.S. 1 2815 OIRECTORS ROW. STE 700 FORT PIERCE. FL 32982 ORLANDO. FLORIDA 32809 (561) 461.8224 (407) 852.1110. (BOO) 270-1869 FAX (561) 460-6640 FAX (407) 816-1511 FOR SERVICE AND SUPPLIES CALL 1-800-526-7926. www.copyco.com CUSTOMER AGREEMENT THIS IS Sl.)BJECT TO THE FOllOWING TERMS AND CONDITIONS: 1. This arder shall nat be binding an TBS, Inc. (TBS) until approved at TBS hame affice. 2. Delivery af gaads an camman carrier ar licensed trucker shall canstitute delivery to' Buyer, and all risk af lass ar damage in transit.shall be barne by Buyer. All shipments are f,a.b. aur ware- hause, except far machines. ' 3. TBS reserves the right to' make delivery in installments. Such installments shall be separately\ invaiced and paid far when due, withaut regard to' subsequent deliveries. Delay in delifery of : ". any installment shall not relieve Buyer af its-abligatian to. accept-remaining installmefits'. ~ , \ ' 4. TBS reserves the right at any time to' revake any crechl,extended to'-Buyer ~callSe at'BliYQ"s':.' failure to' pay far any goads when due ar any ather reasan deemed gaad and sufficient by TBS.. 5. TBS shall nat be liable far failure to' deliver. or,delays in dettvery accasioned by ca14ses~ beyand TBS cantral, including withaut limitatian strikes, lackau~~, fires.~mbargaes, war ar , ather autbreak af hastilities, inability to' abtain materials or shipping space, machinery break- ' dawns, delays af carrier or suppliers; gavernmental acts and regula~ialJ~ ot~erca':lses beyand TBS cantral and receipt of arders fram all sources in excess af TBS then scheduled productian capacity. 6. This arder shall nat be cancelable by the Buyer for delays in delivery ar ather cause until ten days after written natice af such intentian have been actually received by T5S during ,such peri- od. , 7. TBS warrants that the gaads cavered by this order when delivered to Buyer will be af me.rchantable quality and free fram defects in warkmanship and material far a period of 90 days framthe dateaf delivery of TBS under ordinary use and canditions. TBS's abligatian hereunder is expressly limited to the repair ar ~piacement (at TBS electian) of such defective parts as cire returned to' TBS at its hame office or such ether place as designated by TBS. freight prepaid, within the warranty period and which am proved to be defective upen inspec- tian by TBS. If nat repaired ar replaced by TBS, 1'85 liability shall be limited to' the stated sell- ing price of such returned parts which are defective. Other repairs not under warranty will be at such cast as TBS from time to time generally will establish. In no event shall TBS be liable far resulting ar consequential damages occasloned by any breech of warranty. THERE ARE NO OTHER WARRANTIES WHICH EXTEND BEYOND THE DESC'RIPTION ON THE FACE HERE- OF. All OTHER WARRANTIES, EXPRESS OR IMPLIED, ~\RE EXCLUDED. .. 8. All claims for gaods or delay in delivery shall be deemed waived unless made in writing deliv- ered to TBS within ten days after receipt af goods by Buyer. 9. AU equipment shall remain the praperty af TBS until final payment is made, with the exception of lease sale. !n the everct it becomes r:ecessary, at TBS's sole discretion, to repossess the equipment listed within this agreement. Custamer autharizes TBS to' recaver the equipment by any peaceful means without further legal action. 10. Delinquent balances are subject to' late charges af 1'/2% per month. Custamer is respansible far , _. '.' '. '", . \aq,r~tatp.dco!lectian costs including reasonable attorney fees on unpaid balances. ,,, '.rij ,l 1.1 ,,' b t. ~ 6, ... ' - ;~ '.f..!.;$;.<:; t 11. If maintenance is part of this cantract, TBS's applicable "Maintenance Agreement" must be exe- cuted along with this arder. The a~Jreeme.\t ~:iiI rene...." automatically tor successive annuci . terms if -T,as is not notified 30 days in advance of the anniversary date, In no case will the ./1 Je~.ll:","'l'e'" .-oj...........:.,,; 100; . - ; ~., ,.,.. "1-- ~;,-- ~ ,,~ . .,.,' ';,;~- ~"l -"";~'''~''- ., ""II' -- '. "n...~ ^"~"Q % priCe .n..fcuse 0.. <;. . Ie p".... tear. .n .......0"".1", .... .........CHan..e .... uli!:f" ... will be subject to a $1.00 per machine/billing administration fee. 12. This contract constiiutes the entire agreement belween tile p,uij,JS and may rwi ue modified-ar terminated except in writing signed by an otficer of TBS. 13.ln the event the equipment is not paid for and thert;kre picked up there will be a $.05 per copy usage charge and a reasonable pick up charge. '. . f ~ 14. Terms ar aral pramises nat contained in the ~ritten agreement W.i,1I ~t ,~al,'lenfat' ~~. fr~(~ ('1 O~'- IL- TO,SHIBA BUSINESS SOLUTIONS Florida SAl,.ESR~~AM~ .c ''r~ ~ ,~;~;_~'.~, e r,' '. 37633 SALES REP NO. ORDER STAGE NO. -' " :. ,'7' ACCOUNT o NEW Q.EXISTING NATURE OF BUSINESS ACCOUNT NO. ACCOUI)IT 0, ;' ( l~ L r \ ,~~: f . I ..r, //, . .#.lC__ f r_. ,~ .' 7/ " , " "r ' COUNTY FAX STATE ZIP+4 , I ; /,/, --?,. 2 'c' ,.p. 3 (~ /' ...{_-I <:" ," ,~\C /",,,) 4 5 6 I 7 J !, , , , 'J f".~. " I,. ~ ,f ...- .' /(-1':1 ..~'.("../.. 'j' 8 10 ,r ,- -f:~_:1. '7 -1 9 .** ..(./~d../ ,;\ r / / '<'"/' 11 DIGITAL INSTALL SUPPORT PLUS 0-1 UP TO TWO (2) HOURS SUPPORT PLUS 0 2 UP TO FOUR (4) HOURS SEGMENT 1-5 Black & White & Fax $250.00 COLOR $480.00 CUSTOMER P.O. NO. MAINTENANCE AGREEMENT COPIER & FAX PLAN TYPES E Extemal Fiery/controller parts and labor only Equipment Line No. is covered by plan: at a Base Rate of: to billed (interval): and includes allowable copies of: Excess copies will be billed at a per copy price of: Covers parts, labor, drums, PM kits and toner (excludes paper, staples, color toners, optional color units & shipping) B Covers parts, labor, PM kits, drums only (excludes paper, toner, staples & shipping) C Covers parts and labor only (exludes drums, paper, toner, PM kits, staples & shipping) o Covers parts, labor. drums, PM kits and color toner (excludes paper, staples & shipping) F Excluded, not covered under any service program G Covers parts and labor for non copier equipment (excludes supplies and shipping) PERFORMANCE GUARANTEES Equipment Guarantee - The equipment specified above is conditionally warranted by Toshiba Business Solutions for as long as the above described Company shall own the machine, provided that is covered by a Toshiba Business Solutions maintenance and support program. The warranty shall cover the plan indicated and is subject to the terms and conditions on the reverse side. Replacement Guarantee - If the equipment specified above is covered by Toshiba Business Solutions maintenance agreement and becomes unrepairable within 36 months from the date of the agreement, we will replace it with a piece of similar or like equipment at no additional charge. I have reviewed Toshiba Business Solutions Maintenance Agreement Programs and DO NOT want to participate at this time, x 1)0..\1 i D SC\.W\SO-rJ PRINTED CUSTOMER SIGNATURE' , ~ X CUSTOMER SIGNATURE ACCEPTANCE: THIS AGREEMENT IS NOT VALID UNLESS SIGNED BY AN OFFICER OF TOSHIBA BUSINESS SOLUTIONS. X OFFICER APPROVAL All transactions from the 25th to the 31 st of the month shall be prorated to the 15th of the following month. CORPORATE OFFICE: BRANCH OFFICE' BRANCH OFFICE' BRANCH OFFICE' DEERFIELD CQMMERCE CENTER TOSHIBA BUSINESS SOLUTIONS DIV. MIAMIlAJ(ES COMMERCE CENTER NORTHPOINT BUSINESS PlAZA 'lOll S.W. 30TH AVENUE JOHN YOUNG COMMERCE CENTER 5761 N.w. 1S8lh STREET 901 NORTHPOINT PKWY, SUITE 120 DEERFIELD BEACH, FL 33442 2815 DIRECTORS ROW. SUITE 700 MIAMI LAKES, FL 33014 WEST PAlM BEACH. FL 33407 1954) 428-1:lOO ORLANOO,FL32809 1305)826-9700 (561)684-2300 FAX. (954) 429-9083 (407) 852.1110 FAX - (305) 826-3350 FAX (561) 616-4598 FAX -1407) 816-1511 I efT( iJ~ Sv,UV/ .]s-~a gG~U') /7() 70 DJ ///1(/$ .;tJe./L ff 2GY L5v j/v/ J) l~ ~ B~df' ~/~...vf:f1 Deliver To (If other than Lessee's address) .Bv /' IIf) ,/~- BRANCH OFFICE' 3212 SOUTH U.S. 1 FORT PIERCE, FL 34982 (561) 461-8224 FAX (561) 460-6640 LEASE ORIGINAL This space for Lessor's use only Lessee Name Address TOSHIBA BUSINESS SOLUTIONS -A TOSHIBA COMPANY- QUANTITY I DESCRIPTION: Model No., Catalog No. or other identification c-~:> IMPORTANT: Supplier and Its representatives are not the agents of Lessor, Neither Supplier nor its recresentatives can waive, vary or alter any of the Terms and Conditions. .....or doe. not walTlDlt merchantability of fItnes. for any particular un of equ pment and disclaims any other warranty, expr..., Implied or .tatutory. Lease payments will be due despite dissatisfaction with equipment for any reason. SCHEDULE OF PAYMENTS PAYABLE AT THE SIGNING OF LEASE DURING ORIGINAL TERM OF LEASE $ ~ CHECK ONE o $ FI ST & LAST MONTH'S RENT NUMBER OF MONTHS (,0 MONTHLY PAYMENT $ Z S1J . ~ Rx 0 $ , SECURllY DEPOSIT TERMS AND CONDITIONS 1. LEASE TERM: RENTAL: Lessor hereby leases to Lessee and Lessee hereby rents from Lessor the equipment described above and on any attached schedule (hereinafter, with all replacement parts, repairs, additions and accessories incorporated therein lIfldTor affixed thereto, referred to as the "Equipment"), on terms and conditions set forth above and below and continued on the reverse side hereof; for the tenn indicated above, or on ~ schedule, commencing on \he date (\he "Commencement Date1 that BOY item of Equipment is deliv- ered by the supplier thereof, (each SUDDIler hereinafter referred to as "Supplier"), to Lessee or an agent of the Lessee, and continuing thereafter until the obligations of Lessee under the Lease have been fullv perfonned. When you receive the Equipment, you agree to inspect it and to verify by telephone such information as we may require or, at our request, send us a written certificate of acceptance or other 8Yidence of acceptence. Unless othBlWise provided herein, the first monthly payment of rent shall be payable on the Commencement Date, and subsequent monthly payments shall be payable on the corresponding day of each month \hereafter, in amounts stated above, or on any schedule, until the total rent and all other obligations of Lessee to Lessor shall have been paid in full. All payments of rent shall be made to the Lessor at its address or at such other place as Lessor may designate in writing. Lessee hereby authorizes Lessor to insert in this lease the serial numbers and other identification data of the Equipment, when detennined by Lessor, and dates or other omit- ted factual matters. Advance rentals are not refundable if for any reason the lease tenn does not commence. Any security deposit shall be held by Lessor to secure the Lessee's faith. ful performance of its obligations under \he Lease and will be retumed to lessee without interest at the satisfactory expiretion of the Lease. To the extent permitted by law, we may charge you a lee of up to $50.00 to cover our documentation and investigation costs. 2. PURCHASE AND ACCEPTANCE: NO WARRANTIES BY LESSOR: Lessee request Lessor to purchase the Equipment from the Supplier and arrange for delivery to Lessee at Lessee's expense, which shall be deemed complete upon the Commencement Date. Lessor shall have no responsibility for delay of failure of Supplier to fill the on:Ier for the Equipment. LESSEE ACKNOWlEDGES AND AGREES THAT LESSOR HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OF NATURE, DIRECTlY OR INDI. RECn.y, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INClUDING THE SUITABIUTY OF SUCH EQUIPMENT, ITS DURABILITY, ITS FITNESS FOR ANY PAR. TICUlAR PURPOSE, ITS MERCHANTABIUTY,ITS CONDITION AND/OR ITS QUALITY, AND AS BETWEEN LESSEE AND LESSOR, LESSEE LEASES THE EQUIPMENT "AS IS: LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY LOSS, DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR INDIREcn.y BY ANY EQUIPMENT LEASED HEREUNDER OR THE USE OR MAINTENANCE THEREOF OR THE FAILURE OF OPERATION THEREOF, OR THE REPAIRS, SERVICE OR ADJUSTMENT THERETO, OR BY ANY DELAY OR FAILURE TO PROVIDE ANY THEREOF, OR BY ANY INTERRUPTION OF SERVICE OR LOSS OF USE THEREOF OR FOR ANY LOSS OF BUSINESS OR DAMAGE OR CONSEQUENTIAL DAMAGES WHATSOEVER AND HOWSOEVER CAUSED. NO REPRESENTATION OR WARRANlY AS TO THE EQUIPMENT OR ANY OTHER MATTER BY THE SUPPLIER SHALL BE BINDING ON LESSOR, NOR SHALL THE BREACH OF SUCH RELIEVE LESSEE OF, OR IN ANY WAY AFFECT ANY OF LESSEE'S OBLIG. ATIONS TO LESSOR AS SET FORTH HEREIN. LESSOR DISCLAIMS AND SHALL NOT BE RESPONSIBLE FOR ANY LOSS, DAMAGE OR INJURY TO PERSONS OR PROPER. TY CAUSED BY THE EQUIPMENT HOWEVER ARISING. 3. STATUTORY FINANCE lEASE: Lessee agrees and acknowledges that it is the intent of both parties to this Lease that it qualify as a statutory finance lease under Article 2A of the Unifonn Commercial Code. Lessee acknowledges and agrees that Lessee has selected both: (1) the equipment; and (2)the supplier from whom the Lessor is to purchase the equip- ment. Lessee acknowledges that Lessor has not participated in any way in Lesee's selection of the equipment or of the supplier, and Lessor has not selected, manufaclured, or sup- plied the Equipment. Lessee is advised that it may have rights under the contract evidencing the Lessor's purchase of the equipment from the supplier chosen by Lessee and that Lessee should contact the supplier of the equipment for a description of any such rights. To the extent you are pennitted by applicable law, you waive all right and remedies conferred upon a lessee by Article 2A (sections 508-522) of the Unitonn Commercial Code inclUding, but not limited to your rights to: (a) cancel or repudiate the Lease; (Il) reject or revoke accep- tance of the Equipment; ec) recover damages from us for any breach of warranty or for any other reason, and (d) grant a security interest in any Equipment 11 your possession. 4. LESSOR TERMINATION BEFORE EQUIPMENT ACCEPTANCE: " within 60 days from the date the lessor orders the E ulpment, same has not been delivered, installed and accept- ed by Lessee On fonn satisfactory to lessor) Lessor may, on 10 days written notice to Lessee, tenninate this Lease and its tion to lessee. S REVERSE SIDE FOR ADDITIONAL TERMs AND CONDITIONS WHICH ARE A PART OF THIS LEASE" THIS IS A NON-CANCELlABLE LEASE FOR TH M INDICATED E Accepted in Florida LESSOR TOS /~ ,S--"r? By Date PERSONAL GUARANTY To induce Lessor to enter Into the within Lease, the mdersigned uncordtIonaIIy guarantees to Lessor the JlIOI1IPl payment when due to d of Lessee's obligations to Lessor lIlder the Lease. Lessor shall not be required to proceed against Lessee or the EquipmenI or enforce any other remedy before prOc8eding against the undersigned. The undersignecI agllBS to pay II alIorney's fees and other expenses ilculTed by Lessor by reason of delaun by Lessee or the undeIsigned. The lIIdersigned waives nollce 0/ accepIance hereof and of aD o.ther notices or dem8ncIs 0/ any kind to which the l.I1derslgned may be entilIed. The \Ildersigned COI1lIlI!1lS to any extensions or modification grallled to Jessee and the release andfor compromise of any obIgatIon& 0/ Lessee or any other oblIgoIs and guarantOfli withoulln any way releasing the lRIersigned from his or her obligations helU1der. The obligations of the \Ildersignedshal continue evvn if Lessee becomes insolvent or bankrupt or 15 IIscharged lnlm bankruptcy and wa agree not to seek to be repaid by Lessee in the event we must pay Lessor. This Is a continIing Guaranty and shall not be cIscharged or affected by death 0/ the uncIersigned, shall bind the heirs, admlnIstratOfli, representatives, SUCC8SSOIS and assigns of \Ildersigned, and may be enforced by or for the benefit of any assignee or successor of Lessor. The undersigned consents to the jurtscldlon of the federal or slate courts located In Broward Coooty, FlOrida, wtth respect to any action hereunder and waive Insolar as permitted by law any trial by jury for any adlon between the parties. X WITNESS SIGNATURE DATED X PERSONAL GUARANTOR SIGNATURE DATED DATED X PERSONAL GUARANTOR SIGNATURE DATED . Ii. TITlE. Lessor shall at all times retain title to the Equipment. All documents of title and evidences of delivery shall be deliv8red to Lessor. Lessee shall not change or remove any insignia or lettering which is on the Equipment at the time of delivery thereof or which is thereafter placed thereon, indicating Lessor's ownership thereof, and at any time during the lease term \4101'I request of Lessor, Lessee shaB affix to the Equipment, in a prominent place, labels, plates or other marking supplied by Lessor stating that tha Equipment is owned by Lessor. lessee 8utt.o- rizes Lessor at Lessee's expense to file a copy of this Lease or any Schedule as a financing statement and in Lessee's name to execute and file financing statements to cover tha collater- al. Lessee agrees to execute and deliver any other statement or instrument requested by Lessor for such purpose, and agrees to pay or reimburse Lessor for any IIlng, recording or ItlIrnp fees or taxes arising from the filing or recording any such instrument or statement Lessee shall at i1s expense protect and defend Lessor's title against aU persons claiming against or Ihraugh Lessee, at all times keeping the Equipment free from any IagaI process or encumbranc:e whatsoever, including but not Iiniled to liens, attaclvnents, levies and executions, and 8haII give Lessor immediate written notice thereof and shaH Indemnify Lessor from any loss caused thereby. Lessee shall execuI8 and deliver to Lessor, upon lessor's request, such further instru- ments IIId assurances as Lessor deems necessary or advisable lor the confirmation or perfection of Lessor's rights hereunder. Unless otherwise agreed in writing. lessee shall have no right to purchase or otherwise acquire title to or ownership of any of the Equipment. 6. CARE AND USE OF EQUIPMENT: Lessee shaD maintain the Equipment in good operating condition, repair and appearance, and protect the same from deterioration, other than normal wear IIId tear; shall use the Equipment In the regular course of business only, wiINn i1s normal capacity, without abuse, and in a manner contemplated by the manufacllnr; shaft comply with allaws, ordinances, regulations, requirements IIId rules with respect to the use, maintenanc:e and operation of the Equipment; shaD not make any modification, alteration or acIdItIon to the Equipment (other than nonnal operating accessories or controls which shaI, when added to the Equipment, become the property of the Lessor) without tha prior written consent of the Lesser, which shaD not be unreasonably withheld, shaD not so affix the Equipment to realty as to change i1s natIn to real property or fixtura, and agrees that the Eq~ shall remain personaJ property at aU times regardless of how attached or Installed, shall keep the Equipment at the location shown on the schedule and shall not remove the Equipment without the c0n- sent of Lessor, which shall not be UIlf88SOI'1ab/e or shaI have the right dwing normal hours, upon I88SOlIlIbIe prior notice to lessee and sWject to applicable laws and regulations, to enter upon the premises where the Equipment is located in order to inspect. observe or, if Lessee is in defa~, remove the Equipment, or otherwise protect Lessor's interest. 7. NET LEASE: TAXES: Lessee intends the rental payments hereooder to be net to Lessor,IIId Lessee ahal pay aa sales, use, excise, personal property, cIocwnentary stamp and ad val- orem taxes, license and registration fees, assessments, fines, penalties and other charges imposed on the ownership, possession or use of the E~ dwing the term of this lease; shall pay all taxes (except Federal or State net income taxes imposed on Lessor) with respect to the rental payments hereunder, Ind shaI reimburse Lessor upon demand for any:tues paid by or advanced by Lessor. Unless otherwise agreed to in writing by Lessor, Lessor shaH pay aU personal property tax with respect to the Equipment and Lessee shaI reimbl.l88 Lessor Ihera- fora upon demand. .. INDEMNITY: Lessee shall and does hereby agree to Indemnify and save Lessor its agents, servants, successors and assigns harmless from any and alliabiIity, damages or loss, includ- Ing reasonable counsel fees, arising out of the ownership, selection, possession, leasing, ranting, operation (regardless of where, how and by whom opended) control, use, condition fmclud- ing but not Imited to latent and other defects not discoverable by Lessee), malnl8nance, deIvery and ret\m of the Equipment The indemniIles and obIigaIions herein provided shaI c0ntin- ue In fuI fon:e and effect notwIIhstanding I8mInatIon of the Lease. S INSURANCE: Lessee 8haR keep the Equipment insured against all risks of loss or damage from 8Yf1Iy cause whallloever for not less than the replacement cost of the Equipment. The amount of such insurance shaI be suflIcient so that neither Lessor nor Lessee win be considered a coinuer. Lessee also shaI carry public Ilbilily insurance, both personal injury and pr0p- erty damage, covering the Equipment. AI such casualty insurance shaI provide that losses, if any, shall be payable to Lessor, and aU such lability in8lI'anc8 shaI include L.essor as IllIIll8d insured. Lessee shaD pay the premiums for such Insurance and ~n request delver to Lessor satisfactoly evldence of the inslnl1C8 coverage required her8under. The proceeds of such II1SlI'lII1C8 payable as a result of loss or of damage to any item of the Equipment shaD be applied to satisfy lessee's obIgations as set IorIh in paragraph 10 below. Lessee hereby irrev0ca- bly appoints Lessor as Lessee's attorney-in-fact to make claim lor, receive payment of and execute IIId endorse al doclII1ents, checks or drafts received in payment for loss or damage under any such Insurance policy. . 10. RISK OF lOSS: Lessee hereby assumes the entire risk of loss, damage or destruction of the Equipment from any and 8Yf1Iy cause whatsoever during the term of this lease and there- after ri redelivery to Lessor. In the event of loss, damage or destruction of any Item of Equipment, Lessee at i1s expense (except to the extent of any proceeds of insurance proviclecI by Lessee which shall have been received by Lessor as a result of such loss, damage and destruction), and at Lessor's apIion shaI either (a) repair such item, returning it to its previous c0n- dition, unJess damaged beyond repair, or (b) replace such item with a like ilBm acc:epIabIe to Lessor, in good condition and of equivalent value, which shall become property of Lessor, inc1ud- ed within the term "Equipmenr as used herein, and leased from Lessor herewith for the balance of the fuI term of this lease, or (e) pay lessor allJI1l8id rental as may be 8IIoca1ed to such item plus Lessor's anticipated residual value of the Equipment present valued \0 the date of loss at eight (8%) percent per annum, plus interest at 1-1/2% per month (But in no event more than maximum rate pennitted by law) from date l.IlIiI paid. . 11. PERFORMANCE BY LESSOR OF LESSEE'S OBUGAT1ONS: In the event Lessee fails to comply with any provision of this lease, Lessor shall have the right, but shall nol be obi- gated, to effect such compliance on behalf of Lessee upon ten (10) days prior written notice to Lessee. In such event, aH monies expanded by, and aH expenses of Lessor in effecting such compliance, shall be deemed to be additional rental, and shall be paid by Lessee to Lessor at the time of the next monthly payment of rent. 12. lEASE IRREVOCABILITY AND OTHER COVENANTS AND WARRANTIEs OF LESSEE: lessee agrees that this lease is irrevocable for the fullterm thereof; and Lessee's obligations under this lease are absolute and shaD continue without abatement and regardless of any disability of Lessee to use the Equipment or any part thereof because of any reason including, but not timited to war, act of God, governmental regulations, strike, loss, damage, destruction, falure of or delay In delivery, failure of the Equipment to operate properly, termination by 0pera- tion of law, or any other cause. You state for 011' benefit that as of the date of the Lease (a) you have the lawful power and authority to enter into this Lease, (b) the individuals signing this Lease have been duly authorized to do so on yoII' behalf. 13. DEFAULT: If any one of the following events (each an "event of default") shall occur, then to the extent pennitted by IJlp/icabJe law, Lessor shaH haw the right to exercise any one or mora of the remedies sat Iorth in Paragraph 14 below, (a) Lessee fails to pay any rental or any other payment hereunder when due, and such faI," continues for five (5) days, or (b) Lessee becomes insoJvent or makes an assignment for the benefit of creditors, or (e) a receiver, trustee, conservator or liquidator or Lessee or of III or a subsJantial part of i1s assets is appoinI8d with or without the application or consent of Lessee, or (d) a petition is filed by or against Lessee under the BankrupIcy Code or any amendment thereto, or under any other insolvency law or laws providing for the relief of debtors, or (e) Lessee faiis to pay when due any indebtedness to Lessor arising independently of this Lease and such faiure continues for five (5) days, or (I) Lessee breaches any other covenant, wananJy or agreement hereunder, and such braach continues for ten (10) days after writIlln notice thereof. 14. REMEDIES: If an event of default shall occur as descrIled In sWlparagraph <a) ttvough (e) in Paragraph 13 herein above, Lessor may, at its option, at any time to the exl8nt permitted by law (a) declare the entire amount of unpaid rental for the baIanca of the term of this lease immedlateIy ckIe and paY8ble, whereupon lessee 8haI become obIgated to pay to Lessor forth. with the total amount of the lI1paid rental for the balance of said term plus lessor's anticipated residual value of the Equipment present valued to the date of default at five (5%) percent per annum, (b) lessor's reasonable attomey's fees and court costs, including appeals, and (e) without demand or legal process, enIer inID the premises where the Equipment may be found and take possession of and remove the Equipment without lability for such retaking. Lessor may seI or oIherwIse dispose of any such Equipment at a private or pIbIic saJe. In the event Lessor takes possession of the Equipment, Lessor shaI give Lessee credit for any Ul18 received by L.essor from the sale or rental of the EquIpment aftBr decU:JIon of the uperllI8I of sale or 1'1I1III and Lessor's residual interest in the Eqtqxnent. Lessee 8haI also be liIbIe for and ShaI pay to Lessor (a) an uperllI8I incurad by Lessor In COI'ii18dion with the enforcament of any of Lessor's remedies, including aU collection expenses, aI expenses of nlpOS88S8Ing, storing, shipping, I'8plWIng Ind se/Ing the Equipment, (b) InI8r8st on 811 UIl8 ckIe Lessor from the dale of default until paid at the rate of one and one-haIf (1-1/2%) percenJ per month, but only to the extent pennitJed by law, and Lessor and Lessee acknowledge the difficulty in establishing a value for the unexpired lease tann and owing to such difJicuIty agree that the provisions of this paragraph represent an agreed measure of damages and are not to be deemed a forfeiture or penalty. If an event of default shall occur as descriJed in subparagraph (I) in Paragraph 12 above, Lessor's remedy shall be limited to the 8I11OII'lt of any loss suIf8rad by Lessor as a c:onse- quence of said default. Whenever any payment is not made by Lessee when due hereunder, Lessee agrees to pay to Lessor, as an administrative payment to offset Lessor's collection expenses not IaI8r than one month thereafter an amount calculated at the higher of 10% of any Ialll payment or $22.00, but only to the exlBnt aIowed by law. Such 8I11OII'lt shaI be payable In adcltion to aI amounts payable by Lessee as a result of exercise of any of the remedies herein proviclecI. All remedies of Lessor hereunder are cumuJative, are In addition to any other remedies provided for by law, and may, to the extent permitted by law, be exercised c:oncurenIIy or .. arately. The exen:ise of any one remedy 8haI not be deemed to be an aIection of such remedy or to preclude the exercise of any other remedy. No falure on the part of the Lessor to exer- cise IIId no delay in exercising any right or remedy shall operate as a waiver thereof or modify the terms of this lease. If it is determined by a court of competent jurisdiction thet this lease constitutes a security transaction, lessor's recovery 8haI in no event exceed the rnaxlnun permitted by law. 15. ASSIGNMENT: Lessor may, without Lessee's consent, assign or transfer this lease or any Equipment, rent, or other UIl8 due or to become due hereunder, and in such event lessor's assignee or transferee shall have the rights, power, privileges, and remedies of Lessor herlKIlder. Upon such assignment Lessee agrees not to assert, as against Lessor's assignee, any defense, setoff, recoupment, claim or col.l1terclaim, that Lessee may have against Lessor whether arising transaction or otherwise. Lessee shaH not assign this lease or any inlerests her&- under IIId shall not enter into any UlIease with respect to the Equipment covered hereby without lessor's prior writIlln consent. 16. RETURN OF PROPERTY: Upon the termination or expiration of this lease, or any exl8ns1on thereof, Lessee shall forthwIIh deliver, freight prepaid, the Equipment to Lessor, at an address designated by lessor, complete and in good order and condition, reasonable wear IIId tear alone excepted. Lessee shaH also pay to Lessor such sums as may be necessary to cover rep1ace- ment for aR damaged, broken or missing parts of the Equipment. If upon such expiration or termination lessee does not immediately return the Equipment to Lessor, the Equipment 8hlI/I continue to be held and leased hereunder, and this lease shaH thereupon be exIBnded Indefinll8ly as to term at the same monthly rental, subject to the right of either Lessee or Lessor to ter- minate the lease upon thirty (30) days written notice, whereupon Lessee shall forthwith deliver the Equipment to the Lessor as set forth In this paragraph. 17. MISCELlANEOUS: This lease contains the entire agreement between the parties and may not be altered, amended, modified, terminated or otherwise changed except by a writing signed by an executive offlC8l' of Lessor. This lease shall be binding when accepted in writing by Lessor and shaI be govemed by the laws of the State of Florida. Lessee ~ thai aI actions or proceedings instituted by Lessor or Lessee hereunder, shall, at Lessor's option, be brought in a court of cornpelllnt jurisdiction in BrowIRI County, Florida. Lessee W8lV8S, ins0- far as permitted, trial by jury in any action between the parties. Lessor and Lessee Intend this to be a valid and sWslsting IagaI document, and agree that no provision of this lease which may be deemed unenforceable shaD in any way invalidate any other provision or provisions of this lease, aI of which shaD remain In fuB Iorce and effect. Any notice intended to be S8MId hereunder shall be deemed sufficiently sent by regular maD, postage prepaid, addressed to the party at the addresses contained herein. This lease shaI be binding upon the parties, their ............................ ....... We - -.............. --. ...-..,...-....- "~'!t....... AI ~ Is higher than that which II lllowed by IppliClbIe law, Iny IXceu amount coIlec:tecl will be Ippllad to the reduction of your obIiga,onli~. .. th . L.,.. In no . I . .. chlrge or receive or will you pay Iny amounts In IXc:eu of the Iegll amount. / [0 Co ... ',.7- .) I'? (.) ~7 SONNY /S�� City of Sunny Isles Beach A. 17070 Collins Avenue, Suite 250 ti v U ;x = Sunny Isles Beach, Florida 33160 " }� (305) 947 -0606 City Hall '9 P (305) 949-3 1 13 Fax C. . tiF 9'" F L �`�� (305) 947 -2150 Building Department rr of suN Pao (305) 947 -5107 Fax MEMORANDUM To: Mayor and City Commissioners From: Clayton L. Parker, Building Official /Administrator Through: Christopher Russo, City Manager Date: May 1, 2002 City Commission David Samson, Mayor Danny Iglesias, Vice Mayor Norman S. Edelcup, Commissioner Gerry Goodman, Commissioner Lila Kauffman, Commissioner Christopher J. Russo, City Manager Lynn M. Dannheisser, City Attorney Richard Brown - Morilla, City Clerk Re: Approval of a lease Agreement with Toshiba for an e -45 Digital Copier with GL 1010 Controller for the Building Department RECOMMENDATION: It is recommended that the City Commission adopt the attached resolution approving a lease agreement with Toshiba for an e -45 digital copier with a GL 1010 Controller. REASONS: The City owns a Toshiba 2060 copier (ID #18477 for the Building Department) that copyco sold us four year ago. The copier no longer meets the Building Department's need. As the Departments services continue to grow, the need for copying, printing and scanning documents increases. With improved technology, it is feasible to get all three capabilities (copying, printing and scanning) in one machine. ADDITIONAL INFORMATION: This action is a step towards meeting the goal of having information like the City's permits and plans on electronic media for storage and review. It is also a step in being able to archive paper documents electronically. The lease is available through the Miami -Dade County Public Schools contract #046AA11. Money is available in the Building Department's budget. With a $1,800.00 trade -in credit for the 2066, Toshiba is offering the e -45 digital copier with the GL 1010 Controller on a 60 -month lease for $250.00 / month.. The maintenance agreement includes supplies (except paper and staples), parts and labor @ .009 per copy. (For details, see attachments.) Attachments: 2 FLO \O� F • s c'rY O LO F SUN P City of Sunny Isles Beach 17070 Collins Avenue, Suite 250 Sunny Isles Beach, Florida 33160 (305) 947 -0606 City Hall (305) 947 -2150 Building Department (305) 949-3113 Fax MEMORANDUM TO: Clayton Parker, Building Official & Administrator Alyce Hanson, Administrative Services Director Jean Watson, Finance Director Cecille Hayles, Contract Administrator FROM: Richard Brown - Morilla, City Clerk DATE: May 20, 2002 City Commission David Samson, Mayor Danny Iglesias, Vice Mayor Norman S. Edelcup, Commissioner Gerry Goodman, Commissioner Lila Kauffman, Commissioner Christopher J. Russo, City Manager Lynn M. Dannheisser, City Attorney Richard Brown - Morilla, City Clerk SUBJECT: 60 -Month Lease Agreements with Toshiba for Two a -45 Digital Copiers with GL 1010 Controllers, for City Hall & the Building Department per Resolution No. 2002 -444 Attached please find a copy of the executed lease agreement with Toshiba Company, along with a copy of Resolution No. 2002 -444 which was adopted by the City Commission on May 14, 2002, for your records and administrative action. RBM:mw Attachment c: Christopher Russo, City Manager (memo only)