HomeMy WebLinkAbout2008-255 Agrmt - Associated Business Systems
rev1/0f
Fanarical Abour Service
EQUIPMENT & SUPPLIES ORDER FORM
Ci of Ashland
20 East Main Street
Ashland, OR 97520
Portland - Salem - Eugene - Roseburg
Seattle - Tacoma - Klamath Falls
Grants Pass - Medford - Bend - Spokane
36 monthly payments of $171.43 according to terms and conditions of lease
SUB TOTAL
DESCRIPTION
QTY
TERMS: Unless specified differently above terms will be: (1) Equipment, net receipt of invoice; (2) Supplies, net 30 days. Should the
terms not be met a Financial Charge of 1.5% per month will be added if an agreement to that effect exists, otherwise, the statutory
maximum interest rate shall apply.
$
$
$
$
$
SUB TOTAL $
TOTAL AMOUNT
OF ORDER
$
ACCEPTANCE: This Agreement is not valid until accepted by the General Manager, Controller, or President of ABS. THIS IS A
BINDING ORDER, not subject to cancellation. This order cannot be changed except in writing by an ABS officer. THIS ORDER IS
SUBJECT to the terms & conditions agreed to and made a part of the order.
TAXES IF
APPLICABLE
$
$
12/4/2008
ABS Confidential
10:41 AM
ADS
~
APPLICATION NO.
CONTRACT NO.
QUICKLEASE AGREEMENT
This document is written in "Plain English". The words you and your refer to the customer. The words we, us and our refer to ASS Finance.
QT_Y. _[[EM D~SCJilf'n9N _ _ __~_______ _ __ _~__ __ __ _____ ~fl(JQDE~-"19. _ _ _n__~~ERJA~_NO.____ _
1
1
1
eCopv ScanStation PC-Less
HPPC
Software Connections LaserFiche Connector
dc5800
LFC212F
CREDIT INFORMA nON
- --
LEGAL NAME OF BUSINESS
City of Ashland
CITY
Ashland
TYPE OF BUSINESS
o Corporation 0 Partnership
NAME OF PRINCIPAL
STATE
OR
ADDRESS
20 East Main Street
ZIP
97520
PHONE
541-552-2028
NUMBER OF YEARS IN BUSINESS
E-MAIL ADDRESS
o Proprietorship
SOCIAL SECURITY #
PERCENTAGE OWNERSHIP OF BUSINESS
%
HOME ADDRESS
CITY
STATE
ZIP
PHONE
PRESENT BANK
ACCOUNT #
BANK CONTACT
PHONE
TRADE REFERENCE 1
CITY/STATE
PHONE
TRADE REFERENCE 2
CITY/STATE
PHONE
LEASE TERM SECURITY DEPOSIT DELIVERY / INSTALLA nON CHARGE
- - -- - - -
36
Monthly Payments of $
171.43
$
o
$
o
(Plus Applicable Taxes) (Plus Applicable Taxes) (Plus Applicable Taxes)
END OF LEASE OPTIONS: You may choose one of the following options within the area you check and initial at the end of the original term, provided that no event of default
under the Lease has occurred and is continuing. If no box is checked and initialed, then Fair Market Value will be your end of lea89 option:
o 1) Purchase the Equipment for Fair Market Value. 2) Renew the lease per paragraph 1, or 3) Return the Equipment as provided in paragraph 6. _ Lessee's Initials
o 1) Purchase the Equipment for 10%. 2) Renew the lease per paragraph 1, or 3) Return the Equipment as provided in paragraph 6. Lessee's Initials
1811) Purchase the Equipment for $1.00. or 2) Return the Equipment as provided in paragraph 6. _ Lessee's Initials
LEASE ACCEPTANCE
- -
-~ - -
THIS IS A NONCANCELABLE/IRREVOCABLE LEASE. THIS LEASE CANNOT BE CANCELED OR TERMINATED.
By signing below, you acknowledge and accept all terms and conditions on the back of this agreement and hereby authorize your banks, trade references, and financial institutions to release
credit information over
the phone to ABS Finance.
SIGNATURE
J?~ ~)~
12//(, Or'"
DATED
C, I ~ 4-S I-/1.AUiJ
CUS OMER
x~
TITLE
FEDERAL TAX 1.0. #
PRINT NAME
DELIVERY GUARANTY
You understand and agree that in the event you are not satisfied WIth the Equipment you shall only look to persons other than ABS Finance, such as the manufacturer, Installer or carner,
and shall not assert against
ASS Finance any claim or defense that you may have with reference to the equipment or its installation. Further, you authorize ASS Finance to pay the supplier for the equipment and understand
that payment shall
begin on the same date that you execute this agreement and shall be continuous thereafter per the terms of the contract.
Ix
DATE OF DELIVERY CUSTOMER SIGNATURE TITLE
GUARANTY
As additional Inducement for us to enter Into the Agreement, the undersigned (.you.) unconditionally, Jointly and severally, personally guarantees that you WIll make all payments and
meet all obligations required
under this Agreement and any supplements fully and promptly. You agree that we may make other arrangements including compromise or settlement with you and you waive all defenses and
notice of those
changes and will remain responsible for the payment and obligations of this Agreement. We do not have to notify you if you are in default. If you default, you will immediately pay in
accordance with the default
provision of the Agreement all sums due under the terms of the Agreement and will perform all the obligations of the Agreement. If it is necessary for us to proceed legally to enforce
this guaranty, you expressly
consent to the jurisdiction of the court set out in paragraph 15 and agree to pay all costs, including attomeys fees incurred in enforcement of this guaranty. It Is not necessary for
us to proceed first against you
before enforcing this guaranty. By signing this guaranty, you authorize us to obtain credit bureau reports for credit and collection purposes.
Ix
PRINT NAME OF GUARANTOR SIGNATURE DATED
-~-~._.--T
1. LEASE AGREEMENT: You agree to lease from us the personal property described under 'TEM DESCRIPTION- and as modified by supplements to this Master Agreement from time to time signed
by you and us (such property
and any upgrades, replacements, repairs and additions referred to as "Equlpmentj for business purposes only. You agree to all of the tenns and conditions contained In this Agreement
and any supplemf'~,t, which together are a
complete statement of our Agreement regarding the listed equipment rAgreement") and supersedes any purchase order or outstanding Invoice. This Agreement may be modified only by written
agreement and not b course of
performance. You authorize us to insert in this Agreement serial numbers and other identification about the Equipment, as wen as other omitted factual matters. This Agreement becomes
valid upon execution by us and'~1I begin on
th: rent commencement date shown and will continue from the first day of the following month for the number of consecutive months shown. The term will be extended automatically for successive
12 month terms unless you send us
wntten notice between thirty (30) and ninety (90) days before the end of any term of your Intent to purchase or retum the equipment AND complete the purchase or retum within 30 days
of the end of term. Leases with $1.00 purchase
options will not be renewed. THE BASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD, IF THE ACTUAL COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE
ESTIMATE PROVIDED TO LESSEE. If any provision of this Agreement is declared unenforceable In any Jurisdiction, the other provisions herein shall remain In full force and effect In that
jurisdiction and all others. You authorize us to
insert or correct missing Information on this lease including your proper legal name, serial numbers and any other numbers describing the Equipment You agree to provide updated annual
and/or quarterly financial statements to us
upon request
2. RENT: Rent will be payable In Installments, each in the amount of the basic rental payment shown plus any applicable sales, use or property tax. If we pay any tax on your behalf,
you agree to reimburse us promptly along with a
processing fee. You will pay the security deposit on the date you sign this Agreement Subsequent Installments win be payable on the first day of each rental payment period shown beginning
after the first rental payment period or as
otherwise agreed. We will have the right to apply all sums received from you to any amounts due and owed to us under the tenns of this Agreement
3. COMPUTER SOFTWARE: Not withstanding any other terms and conditions of the Agreement, you agree that as to software only: a) We have not had, do not have, nor will have any title to
such software, b) You have executed or
will execute a separate software license agreement and we are not a party to and have no responSibilities whatsoever In regards to such license agreement, c) You have selected such software
and as per Agreement paragraph 5,
WE MAKE NO WARRANTIES OF MERCHANTABILITY FOR FITNESS FOR USE AND TAKE ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE.
4. OWNERSHIP OF EQUIPMENT: We are the owner of the equipment and have sole title to the equipment (excluding software). You agree to keep the equipment free and clear of all liens and
daims.
5. WARRANY DISCLAIMER: WE MAKE NO WARRANTY EXPRESS OR IMPLIED, INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT IS MERCHANTABLE. YOU AGREE
THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM At('( RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY US.
6. LOCATION OF EQUIPMENT: You will keep and use the equipment only at your address shown above and you agree not to move it unless we agree to Il At the end of the Agreemenfs term, you
will retum the Equipment to a
location we specify at your expense, In retail resaleable condition, full working order, and in complete repair.
7. LOSS OR DAMAGE: You are responsible for the risk of loss or for any destruction of or damage to the equipment No such loss or damage relieves you from the payment obligations under
this Agreement You agree to promptly
notify us In writing of any loss or damage and you will then pay to us the present value of the total of all unpaid lease payments for the full lease term plus the estimated fair market
value of the Equipment at the end of the originally
scheduled term, all discounted at six percent (6%) per year. Any proceeds of Insurance will be paid to us and credited, at our option, against any loss or damage.
8. COLLATERAL PROTECTION AND INSURANCE: You agree to keep the equipment fully insured against loss with us as loss payee In an amount not less than replacement cost until this Agreement
Is terminated. You also agree
to obtain a general public liability Insurance policy from anyone who is acceptable to us and to Include us as an insured on the policy. You agree to provide that we given thirty (30)
days written notice of any material change or
cancellation. If you do not provide evidence of acceptable Insurance, we have the right but no obligation (a) to obtain Insurance covering our Interest (and only our Interests) In the
Equipment for the agreement term, and renewals.
Any insurance we obtain will not Insure you against thirds party of liability dalms and may be cancelled by us at any time. In that event you will be required to pay us an additional
amount each month for the Insurance premium and an
administrative fee. The cost may be more than the cost of obtaining your own Insurance. You agree that we, or one of our afflnates, may make s profit In connections with the Insurance
we obtain. You agree to cooperate with us, our
insurer and our agent In the placement of coverage and with claims, or (b) we may waive the Insurance requirement and charge you a monthly property damage surcharge In the amount of
.0035 of the original equipment cost to cover
our credit risk, administrative costs and other costs and In which we may make a profit If you later provide evidence that you have obtained acceptable Insurance, we will cancel the
Insurance we obtained and cease charging the
surcharge. NOTHING IN THIS PARAGRAPH WILL RELIEVE YOU OF YOUR RESPONSIBILITY FOR LIABILITY INSURANCE COVERAGE ON THIS EQUIPMENT.
9. INDEMNITY: We are not responsible for any loss or Injuries caused by the installation or use of the equipment You agree to hold us harmless and reimburse us for loss and to defend
us against any claim for losses or injury
caused by the Equipment
10. TAXES AND FEES: You agree to pay when invoiced all taxes (Including personal property tax, fines and penalties) and fees relating to this Agreement or the Equipment You agree to
(a) reimburse ltS annually for all personal
property taxes which we are required to pay as Owner of the Equipment or to remit to us each month our estimate of the monthly equivalent of the annual property taxes to be assessed.
We will file all personal property, use or other
tax retum and you agree to pay us a process fee for making such filings. In addition you agree to pay us a UCC filing fee of $35.00 and reimburse us for all costs Involved In documenting
and servicing this Agreement You further
agree to pay us $99.00 on the date the first payment Is due as an origination fee. We reserve the right to charge a fee upon termination of this Agreement either by trade-up, buy-out
or default Any fee charged under this Agreement
may Include a profit and is subject to applicable taxes.
11. ASSIGNMENT: YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT. We may sell, assign, or transfer this Agreement without notice. You agree that
if we sell,
assign, or transfer this Agreement, the new owner will have the same rights and benefits that we have now and will not have to perform any of our obligations. You agree that the rights
of the new owner will not be subject to any
claims, defenses, or set offs that you may have against us.
12. DEFAULT AND REMEDIES: If you, or any guarantor of your obligations: (a) fail to make any Lease payment within 10 days of when due, or (b) become insolvent or commence bankruptcy
or receivership proceedings or have
such proceedings commenced against you, or (c) tennlnate your existence by merger, consolidation. sale of substantially all your assets, or (d) otherwise breach any warranty, covenant
or proviSion of this Lease, you will be in default
If any part of a payment is late, you agree to pay a late charge of 15% of the payment which is late or If less, the maximum charge allowed by law. If you are ever In default, we may
retain your security deposit and at our option, we
can tenninate or cancel this Agreement and require that you pay (1) the unpaid balance of this Agreement (discounted at 6%); (2) the amount of any purchase option and If none is speclfled.
20% of the original equipment cost which
represents our antldpated residual value in the equipment; (3) and retum the equipment to us to a location designated by us. We may recover interest on any unpaid balance at the rate
of 8% per annum. We may also use any of the
remedies available to us under Article 2A of the Unifonn Commercial Code as enacted in the State of Owner or its Assignee's principal place of business or any other law. If we refer
this Agreement to an attorney for collection, you
agree to pay our reasonable attomey's fees and actual court costs. If we have to take possession of the equipment, you agree to pay the cost of repossession. The net proceeds of the'
sale of any repossessed Equipment will be
credited against what you owe us under this Agreement YOU AGREE THAT WE WILL NOT BE RESPONSIBLE TO PAY YOU ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR At('( DEFAULT BY US UNDER THIS
AGREEMENT. You agree that any delay or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights at a later time. It is further agreed that your
rights and remedies are govemed exclusively by
this Agreement and you waive your rights under Article 2A (508-522) of the UCC.
13. UCC FILINGS: You grant us a security interest In the equipment If this agreement Is deemed a secured transaction and you authorize us to record a UCC-1 financing statement or similar
Instrument, and appOint us your attomey-
In-fact to execute and deliver such Instrument, in order to show our Interest In the equipment
14. SECURITY DEPOSIT: The security deposit Is non Interest bearing and Is to secure your performance under this Agreement Any security deposit made may be applied by us to satisfy any
amount owed by you, in which event
you will promptly restore the security deposit to its full amount as set forth above. If all conditions herein are fully complied with and provided you have not ever been in defauit
of this Agreement per paragraph 12, the security deposit
will be refunded to you after the retum of the equipment in accordance with paragraph 6.
15. CONSENT TO LAW, JURISDICTION, AND VENUE: This Agreement shall be deemed fully executed and perfonned In the state of Lessor or its Assignee's principal place"of business and shall
be govemed by and d,nstrued in
accordance with its laws. If the Lessor or its Assignee shall bring any Judicial proceeding in relation to any matter arising under the Agreement, you Irrevocably agree that any such
matter may be adjudged or determined in any court
or courts in the state of the Lessor or its Assignee's principal place of business, or In any court or courts in your state of residence, or In any other court having jurisdiction over
you or your assets, all at the sole election of the Lessor.
You hereby Irrevocably submits generally and unconditionally to the Jurisdiction of any such court so elected by Lessor or its Assignee In relation to such matters. You waive trial by
jury in any action between us.
16. LESSEE GUARANTY: You agree to submit the original master lease documents with the security deposit to the Lessor via ovemight courier the same day of the facsimile transmission of
the lease documents. Should we fail to
receive these originals, you agree to bound by the faxed copy of this agreement with appropriate signatures on both sides of the doeument Lessee waives the right to challenge In court
the authenticity of a faxed copy of this
agreement and the faxed copy shall be considered the original and shall be the binding agreement for the purposes of any enforcement action under paragraph 12.
17. POSTAGE METER: Under USPS regulations any postage meter(s) provided you In connection with this Lease ("Postage Meters-) shall at all times remain the property of Francotyp-Postalla,
Inc. ("FP-). The Postage Meters are
not part of the equipment under this lease and are Insteed govemed by Your meter rental agreement ("MRAj with FP. However the meter rental due to FP may be induded In the payment stated
on the face of this Lease, in which
case We will forward meter rental payments to FP upon receipt from You. You agree the MRA will remain in effect throughout the tenn of this lease.
FOR MUNICIPALITIES ONLY
18-A. CUSTOMER COVENANTS: You covenant and warrant that (1) it has, In accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget
year to make the payments scheduled to
come due and to meet its other obligations under the Agreement and such funds have not been expended for other purposes; and
(2) that there is no action, suit, proceeding or Investigation pending, or threatened In any court or other tribunal or competent Jurisdiction, state or federal or before any public
board or body, which In any way would (a) restrain or enjoin
the delivery of the Agreement or the abUity of you to make Its Base Payments (as set out above); (b) contest or affect the authority for the execution or delivery of, or the validity
of, the Agreement; or (c) contest the existence and
powers of you; nor Is there any basis for any such action, suit, proceeding or Investigation; and
(3) That the equipment will be operated and controlled by you and will be used for essential government purposes and will to be essential for the tenn of the Agreement
(4) You have not previously terminated a rental for non-approprlatlon, except as speclflcally described in a letter appended hereto.
18-8. SIGNATURES: Each signor (two If monthly payment exceeds $1,200) warrants that he/she is fuRy conversant with the governing relevant legal and regulatory provisions and has full
power and authorization to bind you.
Signor(s) for you further warrant(s) Its govemlng body has taken the necessary steps; Indudlng any legal bid requirements, under applicable law to arrange for acquisition of the Equipment;
the approval and execution has been In
accordance with all applicable open meeting laws: and that a resolution of the governing body of you authorizing execution of the Agreement has been duly adopted and remains In full
force and effect.
18-C. NON APPROPRIATION: In the event you are In default under the Agreement because:
1. Funds are not appropriated for a fiscal period subsequent to the one in which the Agreement was entered Into which are sufficient to satisfy an of your obligations under the Agreement
during said fiscal period;
2. Such non-appropriation did not resuit from any act or failure to act of you;
3. You have exhausted an funds legally available for all payment due under the Agreement; and
4. There is no other legal procedure by which payment can be made to Lessor. "
Then, provided that (a) you have given Lessor written notice of the occurrence of paragraph 1 above thirty (30) days prior to such occurrence; (b) Lessor has received a written opinion
from your counsel verifying the same within ten
(10) days thereafter. and (c) you do not directly or indirectly purchase, rent or In any way acquire any services or equipment supplied or provided for hereunder; upon receipt of the
equipment delivered to a location designated by
Lessor, at your expense, Lessors remedies for such default shaH be to terminate the Agreement at the end of the fiscal period during which notice is given; retain the advance payments,
If any; and/or sell, dispose of, hold, use or rent
the equipment' as Lessor In Its sole discretion may desire, without any duty to account to you.
19912 - 09/23/2008
LES~9Rj!CC_EPrltN~E __ _ _ _ __ _ _ __
DATED
ASS Finance
LESSOR
SIGNATURE
TITLE
IT
CITY RECORDER
r~'
CITY OF
ASHLAND
20 E MAIN ST.
ASHLAND, OR 97520
(541) 488-5300
VENDOR: 011717
ASSOCIATED BUSINESS SYSTEMS, AMERICAN (
7440 SW BONITA RD
PORTLAND, OR 97224
FOB Point:
Terms: Net
Req. Del. Date:
Speciallnst:
Qu~!itity
Unit
Description
. THIS I A REVISED RCHASE ORDER
~dditiona e Ipment requirec;f to scan
directly to LaserFiche' on Ricoh MPC2500
BIW & Full Color Copier (Ricoh Americas
P ; uoted - onth
36 MONTH RENTAL
eCopy Scnr ScanStation PC-Less
(YY-SSENOPC-03)
HP dc5800 PC (KR593UT#ABA)
Software Connections LaserFiche
Connector for eCopy (LFC212F)
Software Connections LaserFiche
Connector 1 Yr Maintenance (4_LSAP1)
Installation and basic proQrammin
COpy and conne
15 Amp SurQe Protector
Delivery and Installation
(For new Ricoh MPC2500 copier beinQ
delivered October 2008)
9.00 Mos
1 .00 Each
1.00 Each
Note: Purchase orders are,issued
annually for each fiscal year .
(July-June). This PO is beinQ issued
for the period of October 2008 to June
2009.
REVISED PO 12-15-2008
,ILL TO:
Page 1 / 2
DATE
1 0/2/2008
PO NUMBER
08579
SHIP TO: Ashland Fire Department
(541) 482-2770
455 SISKIYOU BLVD
ASHLAND, OR 97520
Req. No.:
Dept.: FIRE & RESCUE
Contact: Keith Woodley
Confirming? No
Unit Price
Ext Pric~
171 ,43
1,542.87
~
~ JeJ' y~
c..-e ~'~
~/~
~
~~~r
81.00
125.00
81.00
125.00
SUBTOTAL
TAX
FREIGHT
TOTAL
" ' A~<;QYDU~~Yml~er Project Number Amount A~~QJJhfNLJJJ1 ber Pr9jec::t tfy'mR~(!!;,)' A"'~,-",i{~:;:', ';~j, ;>,:
: 1 1 0.07.1 2.00.70300C 874.44
-
- 1 1 0.07.1 3.00.70300( 874.43
u-P~%- 'We>
Authorized Signature
VENDOR COPY
-----------,------ - ----;-T
Page 2 / 2
r~'
CITY OF
ASHLAND
20 E MAIN ST.
ASHLAND, OR 97520
(541) 488-5300
DATE
1 0/2/2008
PO NUMBER
08579
VENDOR: 011717
ASSOCIATED BUSINESS SYSTEMS, AMERICAN (
7440 SW BONITA RD
PORTLAND, OR 97224
SHIP TO: Ashland Fire Department
(541) 482-2770
455 SISKIYOU BLVD
ASHLAND, OR 97520
FOB Point: .
Terms: Net
Req. Del. Date:
Speciallnst:
Req. No.:
Dept.: FIRE & RESCUE
Contact: Keith Woodley
C.onfirming? No
QlJilotity Unit Description Unit Price " Ext. Price
Equipment r~quired to scan was chanQed.
-
SUBTOTAL 1 748.87
31LL TO: Account Payable TAX 0.00
20 EAST MAIN ST FREIGHT 0.00
541-552-2028 TOTAL 1,748.87
ASHLAND, OR 97520
" ,(ccQurW Number Proj~ct Number Amount Account Number Project NUrnb~r Amoynt'
, '.
~ ~ · ~ y I~Vr/
Auth~zed Signature
VENDOR COPY
-----~-T