2010-50 •
MASTER AGREEMENT
BETWEEN THE
CITY OF CLERMONT
AND COPYTRONICS INC.,
FOR MULTIFUNCTIONAL PRINTING DEVICES
THIS AGREEMENT is entered into by and between the CITY OF CLERMONT (the
"City" also defined as "Lessee" in the State and Municipal Lease- Purchase Agreement), whose
address is 685 W. Montrose Street, Clermont, Florida 34711, and COPYTRONICS, INC.
( "Contractor," also defined as "Lessor" in the State and Municipal Lease - Purchase Agreement).
whose address is 2461 Rolac Road, Jacksonville, Florida 32207. All references to the parties
hereto include the parties, their officers, erinployees, agents, successors, and assigns.
•
WITNESSETH THAT:
In consideration of the payments hereinafter specified, the LESSOR agree to furnish and
deliver all materials and perform all labor required for furnishing, installing, and maintaining the
Multifunctional Printing Devices (the "work ") in accordance with City RFP 10 -006, the
Contractor shall complete the Work in conformity with the contract documents and all
attachments and other items incorporated by reference herein. The following documents are
hereby incorporated by reference: (1) Advertisement; (2) Instructions to Respondents; (3)
Request for Proposal Submittals; (4) State and Municipal Lease- Purchase Agreement No. 10-
006 , including Schedule A and Exhibits A and B: (5) Statement of Work; (6) Insurance
Requirements: (7) District's Supplemental Instructions Fonn (Attachment 1); (8) the tenns and
conditions of City RFP 10 -006 and any and all addenda thereto and (9) Addenda; Certifications;
Affidavits; and other Attachments, if any. If any provision of the incorporated documents is in
conflict with the terms of this Agreement, the terms in the body of this Master Agreement shall
prevail. The parties hereby agree to the following terms and conditions.
1. Contract Period
This contract shall continence on the first calendar day of the month succeeding approval of the
contract by City Council or designee, unless otherwise stipulated in the Notice of Award Letter
distributed by the City's Purchasing Division; and contingent upon the completion and submittal
of all required pre -award documents. The initial contract term shall remain in effect for thirty -six
(36) months, and then the contract will remain in effect until completion of the expressed and /or
implied warranty period. The contract prices set forth in the Lease Agreement shall prevail for
the full duration of the initial contract term unless otherwise indicated elsewhere in this
document, regardless of the estimated quantities contained in any information obtained fonn or
supplied by City.
2. Equipment and Service Specifications.
Each product and service to be provided by Contractor shall meet or exceed the
following:
A. Minimum Requirements
The MFD costs are to be based on cost per copy (CPC) to include the MFD, all
maintenance and supplies, excluding paper. All MFDs must be network capable. Each
unit must be capable to he equipped with the software and hardware necessary to
provide the functionality and connectivity.
MFDs must have full page OCR, LDAP capability, and must integrate with
LaserFiche - the City's internal document management system.
B. Technical Requirements
All MFDs provided must be currently in production and shall be considered new from
manufacturer.
All machines must be Energy Star compliant and not require more than standard
office 115 -120v outlets. The amp rating of the dedicated circuit breaker may vary as
required by the individual copier model. The City shall provide all 115 -120v
electrical connections.
All MFDs must have network printer capability using Ethernet 10 /100 Base -T,
TCP /IP Protocol using DHCP and either WINS or organic DNS. MFD units must
obtain all network - related infonnation, including WINS server IP addresses and
default gateway from the DHCP server that serves the suhnet it's on. Units must
register itself with the WINS servers with the appropriate services.
The Contractor must he able to configure the device's NetBIOS name. All subsequent
reboots of the device must have the device registering its new name with the WINS
server.
Multi - function units must provide the ability to centrally monitor printing trends and
usage (volume) on a City wide basis but also by department, location, and individual
user.
C. Functional Requirements
All MFD's shall have the following minimum capabilities:
Manual feed, automatic feed, sorting capability, magnification, duplex, lighten,
darken, copy, print, scan, fax, email.
D. Specification Requirements
Copying and Printing Services
I. Resolution: Minimum 600 x 600 dpi (copying)
2. Magnification: Minimum 25% to 400%
3. Paper Sizes: Produces 8 -' /" x 11 ", 8 -1/2" x 14 ", [11" x 17" as needed]
and envelopes from the same size originals [by -pass tray could be used for 11" x
17" envelopes as needed]
4. Paper Capacity: Minimum of 500 sheets per tray
5. Originals: Sheets of book (automatic document feeder)
6. General: Duplex, sort
Fax Services
1. Modem speed — 33.6bps or better
2. Speed dial. auto dial, and batch send capability
3. Activity report
4. Transmission confirmation report
Scanning Services
1. Resolution: Minimum 600 x 600 dpi (H x W)
2. Maximum scan width: 11.0
Copier scanning software must support .PDF format scanning. The copy orientation
of the copier must be the same as the scanner (i.e., if a letter sized document is
copied face up in portrait mode, then it should be scanned face up in portrait mode. if
when viewed the document is in landscape mode, then it does not meet this
requirement).
The scanning software must provide the ability to alternate in a single scan job
between feeder and flatbed scanning so that only a single multipage .PDF file is
created. This function must take place at the copier scan station and not at the
desktop PC.
E. Network Interoperability
Contractor shall install MFD's (when requested by City) and establish
communications capability with the City of Clermont network and voice lines. All
devices connected to the network will he coordinated with the City's Information
Technology Division.
The Contractor shall be responsible for the MFD installation and for providing all
equipment, cables, software, surge suppressors. and /or accessories needed for the
installation from the City's network wall jack to the MFD.
At the time of the installation, the Contractor will also be responsible for installing
software and /or drivers on desktop and /or laptop workstations.
Technician(s) responsible for installing the MFD and associated equipment (i.e., print
server) shall be a manufacturer's authorized service technician for the installed
make /model of equipment. The authorized service technician will be required to have
a minimum of one (1) year of experience installing the subject MFD, MFD
application. and drivers on PC stations.
F. Delivery and Training
Initial machine deliveries are to be coordinated with each user department. Suitable
on -site training and /or retraining of users to insure efficient operation and use of the
equipment shall be provided. Training will be performed at each user facility at an
agreed upon time on the day of or shortly after the delivery and installation of the
machines. Training shall include all hardware and software operation to ensure a
satisfactory level of skills. knowledge, and training. Additional training will be
provided as needed. All MFD's shall be supplied with an operator's manual.
Special training will be provided to the City's Information Technology Division to
allow additional workstations to be added as needed.
G. Maintenance Services
All maintenance services will be provided between the hours of 8:00 A.M. to 5:00
P.M., Monday through Friday, except for City designated Holidays.
A four (4) working hours or Less service response dine shall he maintained for all
equipment. Trained and qualified service technician(s) capable of repairing the
MFD's shall he provided within the City's working hours. All maintenance staff shall
be located within 30 miles of the City of Clermont.
Contractor shall provide monthly meter readings on all copiers and provide the City a
monthly report listing each unit, its serial number, and monthly copy count.
Recurring problems (3 or more times) with a particular machine will result in a
detailed review of the problem. Once a solution is determined and implemented, if the
problem reoccurs, the copier will be replaced, if requested by the City, with either the
same or equivalent model or the next highest model.
Occasionally the City may need to relocate machines, such as when buildings are
renovated or due to operating considerations. This service will be provided by the
Contractor at no additional charge within fourteen (14) working days.
H. Software
The Contractor warrants that all software supplied or recommended in the RFP 10-
006 will work with the City's computing and networking environments. While City
staff will assist, the Contractor is responsible for installation of such software and for
achieving functionality as included in the RFP.
1. Supplies and Parts
All supplies and parts including replacement parts such as, but not limited to the
following: toner. developer, drums, blades, organic photoconductors, safety retrofits,
rollers, belts, corona wires. platen, sensors, lenses, lubricants, PM kits, cleaning kits,
software, and programming arc to be supplied and included in the cost- per -copy of
each MFD.
High levels of parts and supplies must he kept in inventory at all times. Contractor is
solely responsible for the pertbrmance and compatibility of the supplies to the
equipment. Toner supply will be ordered by individual departments to maintain a
reasonable level of order to provide uninterrupted service. Contractor must deliver
toner on an auto replenishment system or within Live (5) working days of order
placement.
J. Changes in Technology
As machines with improved technology become available, the Contractor shall
advise the City's Information Technology Manager. The City may negotiate as
amended cost -per -copy and /or change the term of the contract for these machines.
K. Reporting Requirements
Quarterly billing must be provided in both electronic (excel spreadsheet) and in paper
format showing individual machine locations, departments, current monthly usage,
and past usage.
3. Lease Agreement Conditions
In addition to the terms and conditions of the Lease, the following are terms and
conditions shall be part of this Agreement. To the extent that there is a conflict between
these terms and the Lease agreement, this Agreement shall prevail.
A. The lease for this contract shall he a thirty -six (36) consecutive month equipment
lease which shall terminate at the end of the thirty -six (36) month period, this will
include all equipment on lease at time of termination. No termination notice shall
be required by either party.
B. This agreement shall be renewable for an additional two (2) twelve (12) month
periods upon written request from the Purchasing Division.
C. Lease agreement shall be effective on the date of acceptance of the equipment.
The date of acceptance is that date on which the equipment in installed to the
various City of Clermont location(s) and the equipment is certified ready to use
by the respondent and accepted by the department /division as installed and in
good working order.
D. There will be no early termination charge from the awarded vendor for cancelling
service for a machine(s) during the contract time.
E. MFD's that become unserviceable, require constant maintenance, or are not
economical to repair during the contract period, shall he replaced at no cost to the
City of Clermont.
F. The respondent will provide a replacement MFD, at no cost to the City of
Clermont, if an MFD under lease is expected to he out of service for more than
three (3) business days.
G. Lease prices submitted with this RFP shall remain firm throughout the lease
period selected by the purchaser.
H. All lease pricing shall include delivery, installation, initial set -up supplies, and all
consumable supplies with the exception of paper, staples, and removal of existing
machine (if applicable). Maintenance shall include full coverage maintenance,
including preventative maintenance, all service calls, and replacement of all
defective or worn parts during the terms of the lease agreement.
City of Clermont Copytronics, Inc.
Signature Signature
• r• & Le ,- qtY` ,6c S%1/4 / PMa
Name and Title Name and Title
LIAT)OCii 1 , 2ato /���
Date Date
COPYTRONICS, INC.
STATE AND MUNICIPAL LEASE - PURCHASE AGREEMENT ("LEASE") No. HGF081110
1 LESSEE City of Clermont, FL 2A VENDOR' Copytronics, Inc
2 685 West Montrose Street, Clermont, FL 34711
2B LESSOR Copytronics Inc
2461 Rolac Road
Equipment location. Various Locations See Attached Exhibit C Jacksonville FL 32207
20, ASSIGNEE
3 "THE EQUIPMENT' (LIST ON SEPARATE SCHEDULE, IF NEEDED)'
QUANTITY DESCRIPTION CASH PRICE PRINCIPAL AND INTEREST PAYMENT
See Schedule A
4. COVENANTS: LESSEE represents, covenants and warrants that (a) It is a political subdivision of the State of Florida (b) It is authorized by all applicable laws to perform this Lease,
(c) The Equipment is essential and needed for its proper, efficient and economic operation, (d) At the time of making the Lease, sufficient funds were appropnated to fulfill the obligations
for the current fiscal year, and (e) LESSEE has not previously terminated an agreement substantially similar to the Lease for non - appropriation except as specifically described in a letter
appended hereto
5 PAYMENTS 12 quarterly payments of $10,824 00 per quarter are required The first payment will be due on Subsequent payments will be due on the same
day of each quarter thereafter All payments will be made, subject only to non - appropriation as described in Section 7, below Each payment will consist of principal and interest as
detailed in an amortization schedule to be supplied and made a part of this Lease as Exhibit A.
6 PURCHASE OPTION After making all of the payments, LESSEE may purchase the Equipment for The Fair Market Value At any other time, LESSEE may purchase the
Equipment for the "Concluding Payment" value shown in the amortization schedule attached hereto as Exhibit A
7 NON APPROPRIATION. If LESSEE is not allotted funds for the next Fiscal Period to continue the payments under this Lease, and has no funds for the purchase, lease or rental of
the Equipment or equipment which will perform functions similar to those performed by the EQUIPMENT, and has no funds from other sources, LESSEE may terminate this lease at the
end of the then current Fiscal Period, by giving ninety (90) days' written notice prior to the end of such Fiscal Period to LESSOR, and enclosing therewith a sworn statement by an
appropriate officer of the LESSEE that the foregoing conditions exist In this sole event, LESSEE shall not be obligated to make payments beyond the end of the then current Fiscal
Year. Upon the occurrence of this event, LESSEE agrees, if requested, that it will provide LESSOR with an opinion of its counsel relating to the circumstances of non - appropriation
Upon the occurrence of this event, LESSEE shall, at it's sole expense, both restore the Equipment to its original condition, allowing for reasonable wear and tear, and return it to the
LESSOR, or to a place designated by the LESSOR.
8 PAYMENTS UNCONDITIONAL, LESSEE HAS EXAMINED, TESTED AND ACCEPTED THE EQUIPMENT COVERED BY THIS LEASE AS LONG AS FUNDS HAVE BEEN
LEGALLY APPROPRIATED, IT WILL NOT FAIL TO MAKE AGREED PAYMENTS, REGARDLESS OF LOSS, DAMAGE, DESTRUCTION, MALFUNCTION OR DISREPAIR OF THE
EQUIPMENT, OR DISPUTE WITH THE VENDOR FOR ANY REASON.
9. DISCLAIMER OF WARRANTIES' THERE ARE NO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY LESSOR OR ANY
SUCCESSOR ASSIGNEE SHALL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL OR SPECIAL DAMAGES
10 OTHER GENERAL TERMS AND CONDITIONS See Reverse Side
11 SIGNATURES. Each signer warrants that he/she has full power and authority to bind LESSOR and LESSEE. respectively
12 RFP 10 -006 The terms and conditions set forth in LESSEE's RFP 10 -006 and LESSOR's response thereto are specifically incorporated and made a part hereof To the extent of a
conflict, the terms and conditions of RFP 10 -006 shall prevail.
LESSEE. CITY 0 i LESSOR COPYTRONICS, INC.
tor
Signature . .C- = /St Signature � -- -//
Title 140 red S) Ite r I I 1/ 1� t 4 yhY Title': ✓�//
Date of this Lease' J
Federal Identification Number:
ACCEPTANCE CERTIFICATE
The EQUIPMENT was specified and selected by us We have received it in good order and condition, and it is acceptable to us We approve payment by you to the VENDOR. and
hereby certify that the VENDOR has fully and satisfactorily performed all of its obligations under the purchase agreement for the Equipment This will advise you that we have carefully
read the Lease, and are fully aware of our obligations under it WE AGREE TO ENFORCE, IN OUR OWN NAME, ALL WARRANTIES OR REPRESENTATIONS, WHICH THE
VENDOR HAS MADE TO US
LESSE CITY OF CLERMONT, FL
By jam - -. Title. PO R64 51N6 H A k- Acceptance Date 1 O — I'Z— t
SIGNER: THESE ARE SOME OF THE IMPORTANT STATEMENTS INCLUDED IN THIS AGREEMENT
•THE LESSEE IS A STATE OR POLITICAL SUBDIVISION THEREOF, AND HAS AN ESSENTIAL, CONTINUING NEED FOR THE EQUIPMENT
•YOU ARE AUTHORIZED TO BIND THE LESSEE AND YOU ARE NOT RELYING ON ANY REPRESENTATIONS OR PROMISES, MADE TO YOU WHICH ARE NOT STATED IN THIS WRITTEN
AGREEMENT
•YOU ARE AWARE OF THE NON- APPROPRIATION CANCELLATION PRIVILEGE AND UNDERSTAND THAT IT IS A 'LAST- RESORT' PROTECTIVE PROVISION WHICH YOU DO NOT NOW
INTEND OR FORESEE WILL BE USED, AND YOU HAVE NOT PREVIOUSLY USED IT TO END A SIMILAR AGREEMENT. UNLESS SPECIFICALLY DISCLOSED TO US IN WRITING
•YOU UNDERSTAND THAT, EXCEPT FOR NON- APPROPRIATION OR BREACH OF THIS AGREEMNT BY LESSOR, THE OBLIGATION TO MAKE PAYMENTS IS UNCONDITIONAL •
C \Documents and Settings \smeder \Local Settings \Temporary Internet Files \Content Outlook \W06Y99NE \LEASE Clermoniclean doc
GENERAL TERMS AND CONDITIONS
(a) TITLE Title to the Equipment shall at all times be and remain with LESSEE, subject to the security interest of LESSOR LESSEE agrees to affix to the Equipment a taq A provided by Lessor slating LESSOR'S interest the Equipment
(h) REPAIRS LESSEE at Its sole expense, shall maintain the Equipment In good operating condition and state ot repair The payments specified herein do not include maintenance or repair 050100es, or repair or replacement parts for the
Equipment, unless separately stated
(c) TAXES In addition to payments specified herein. LESSEE shall promptly pay all taxes, assessments and other governmental charges (including penalties interest recording and registration fees, if any) levied or assessed (1) upon the
LESSEE'S interest In Or use ot operation of or earnings arising horn the Equipment and (2) against LESSOR, on account of Its ownership, use or operation, leasing to the LESSEE of the Equipment or receipt of payments or earnings from
it, exclusive, however Of taxes based on net Income of LESSOR
(tl) INSPECTION LESSOR shall have the right to enter the premises where the Equipment is located at all reasonable times. to inspect the Equipment and otherwise determine LESSEE'S comphance with the terns of this Lease
(e) ALTERATIONS LESSEE shall mal a no alterations or affix any attachments to the Equipment without the prior written consent of LESSOR
(t) TMRD -PARTY INJURY LESSOR shall not be liable for injury to any person or damage to property resulting directly or indirectly from the operation or use of the Equipment To the extent provided by law and without waiving its sovereign
immunity. LESSEE shall indemnify and save LESSOR and IC assignee(s) harmless from and against any loss. damage, liability or expenses (including attorneys' fees) claimed with respect to Irrjur y to any person or damage to property
resulting directly or indirectly from the operation or use of the Equipment
(g) NON - ASSIGNABILITY BY LESSEE This Lease is personal to LESSEE LESSEE shall not assign, sublease, transfer or otherwise encumber its rights in and to this Lease or the Equipment without the prior written consent of the LESSOR
(hl RISK OF LOSS LESSEE shall bear the rot of loss, damage or destruction to the Equipment tlmog the term of the Lease In such event, LESSEE shall either (1) restore the equipment to good repair condition and working order, m whch
event this Lease shall remain in tull tome and effect without abatement of payments or (2) pay to LESSOR an amount equal to the option to purchase value immediately prior to the loss damage or destruction, plus any late charges and
interest at 12 9b per annum from the due date of such payment until paid In which event this Lease shall terminate as to Inc t equipment for which such payment is made at the time such payment is made
fi) DEFAULT. In the event of default by LESSEE In the payment of arty sums due under this Lease within ten (10) days after they are due or recervershrp insolvency. or proceedings by or against LESSEE under the bankruptcy laws, or
LESSEE 5 failure to obverve or perform any other required provision of Ms Lease, and such default continues for 0fleen (15) days after written notice thereof, by LESSOR to LESSEE LESSOR shall have the right to exercise any one or
more of the following remedies (1) to declare all sums due and to become due hereunder, during the LESSEES current fiscal period, immediately due and payable without notice cr 10,000d to LESSEE (20 to sue for and recover all
payments then accrued or thereafter accruing with respect to the Equipment, (1) to take possession of the Equipment without demand or notice wherever it may be located with or without legal process, and retain d free from any claims of
LESSEE whatsoever, (4) to terminate this Lease or (5) to pursue any other remedy at law or in equity Notwithstanding any repossession or any other action which LESSOR may tale LESSEE shall be and remain liable for the full
performance of all of Its obligator's under this Lease unless LESSOR elects at its option to sell or release any of the repossessed Equipment to a thud party, In which event Inc t net proceeds of such sale or lease, less LESSOR S
e rpenses incurred in connection therewith including attorney s fees, shall be applied to the total amount due by LESSEE under this Lease and LESSEE shall be obligated to pay LESSOR any deficiency M of the foregoing remedies are
cumulative and may be exercised concurrently or separately LESSEE shall pay all costs and legal expenses incurred by LESSOR in collecting or attempting to collect any sums due hereunder or In securing possession of the Equipment
g) PERSONAL PROPERTY LESSEE warrants that the Equipment is, and shall at all Vines during the Lease term remain, personal properly
(A) ASSIGNMENT BY LESSOR This Lease. the Equipment and any payments by LESSEE due or to become due under it may be assigned or otherwise transferred, either m whole or In pad by LESSOR and 0s assignee, without affecting
any obligations of LESSEE, and in such event LESSOR 5 transferee or assignee shall have all the rights powers. privileges and remedies of LESSOR hereunder to the extent of such lranster of assignment Any assignee 5 rights shall be
hee from all defenses set-ofts or counterclaims, which LESSEE may have No assignee shall be obligated to perform any dory Or condition required to be performed by LESSOR under the terms of this Lease
(I) DETERMINATION OF PAYMENT AMOUNT LESSOR and LESSEE hereby act nowedge that the amount of the periodic payments under this Lease has been established by negotiation beoeen LESSEE and LESSOR, and have been
agreed t0 by them Such amount contemplates the addition to the equipment cost of compensation for the securing of third party funding of this Leese LESSOR and LESSEE agree that the interest payments to the LESSOR. or a
successor assignee as shown on the supplied amortization schedule, shall be Inc t interest applicable to this Lease
(m) ADMINISTRATIVE SUPPORT LESSEE may from time to time, be required to file, or assist in the filing of, reports to regulatory and/or taxing authorities which may be necessary to establish perfect or maintain the legality and/or ta.-
exe mpt status of this Lease, or to execute documents needed for LESSOR'S financing LESSEE aclnowledges that its compliance with the reporting requirements of the Internal Revenue Code its essential to the exemption hom Federal
Income tax of the interest portion of payments made by LESSEE hereunder Accordingly, LESSEE agrees that its failure to comply with those requirements shall constitute a material default thereunder which, in addition to any other
remedies provided in paragraph )t) above, shall entitle LESSOR and any of its assignee(s) to be indemnified and held harmless by LESSEE for all costs, liabilities, damages, expenses, lazes and penalties including Federal Income tax
penalties and interest incurred as a result of such failure, which amount LESSEE agrees to pay upon written demand therefore LESSEE promises to promptly mal a such filings or to render such assistance as may, from time to time, he
reasonably requested by LESSOR or its assigns and to indemnify and hold harmless LESSOR or its assigns from any cost expense or other damage caused by its failure to do so LESSEE hereby further authorizes LESSOR to file UCC-I
financing statements without LESSEE'S signature, and to fill in dates and other obvious minor rorrertons on this Agreement
(n) SEVERABILITY Any term or provision of this Lease found to he prohibited by law or unenforceable shall be ineffective l0 the ex tent ot such prohibition or unenforceabdity without to the extent reasonably possible, invalidating the remainder
of this Lease
(0) FEES, COLLECTION EXPENSES. LATE CHARGES. AND ADVANCES If any rent or other amount payable hereunder is not paid when due, then as compensation for the administration and enforcement of Lessee s obligation to male
timely payments Lessee shall pay with respect t0 each overdue payment On demand (1) any collection agency fees and expenses, plus 0) a late payment service fee ot$1000 or 5',of total invoke including sales lax, whichever is greater,
which Lessee agrees e a reasonable approximation of the internal costs that Lessor will incur as a result of Lessees delay In payment, plus (0) interest at 18S per annum (but not to exceed the highest rate permitted by law) on such
overdue payment for the period for which n is overdue All advances made by Lessor to preserve said property or to pay insurance premiums fon insurance hereon (but not to exceed the highest rate permitted by law) or to discharge and
pay any taxes, liens or encumbrances thereon shall be added to the unpaid balance of rentals due hereunder and shall be repayable by Lessee to Lessor together with interest thereon at the highest contract rate until paid Lessee shall pay
to Lessor a fee equal to twenty-five dollars ($25 00) for each shed returned to Lessor unpaid, in addition to pay late charge provided for herein for a delinquent payment
(p) ENTIRE AGREEMENT, This Lease constitutes the entire agreement between the parties regarding the Equipment and there are no representations, warranties promises guarantees or agreements, oral or written, expressed or Implied,
between the parties hereto with respect o this Lease No modification or amendment hereof shall be binding upon the LESSOR unless made in writing and executed on behalf of LESSOR by Its duly authorized officer or agent Lessor and
Lessee agree that the Lease and other documents incorporated In it shall be governed by, and construed In accordance with the laws of or under this lease and venue shall be exclusively in, In the Middle District of Florida or Lake
County. Florida
ASSIGNMENT OF LEASE
For value received, LESSOR hereby sells, assigns and transfers to Assignee In Item 2C, all of its right, title and Interest In and to the Lease, including title to the Equipment, all payments
due, any and all Insurance policies, and at proceeds of any of the foregoing LESSOR warrants that the Lease Is genuine and In all respects what it purports to be, that LESSOR'S
Interest Is free frorn (lens or encumbrances, and that to the best of LESSOR'S knowledge. the Lease has been executed by an Individual acting with full authority to do so. LESSOR Is
not hereby relieved of any of its obligations to LESSEE under the Lease
LESSOR;93YTRONICS, IN ,
By �- ^�/ °r�� Title / <'[� Date' !7 /
OPINION OF LESSEE'S LEGAL COUNSEL
As Counsel of LESSEE, I have reviewed the Lease, and the evidence of all necessary proceedings and actions taken by LESSEE to authorize and execute the Lease and am therefore
of the opinion that'
(a) The Lease has been duly authorized, executed and delivered by an authorized representative of LESSEE and Is enforceable In accordance with its terms and conditions
(b) The Lease Is a legal, valid and binding obligation of LESSEE
(c) The covenants and representations contained In the Lease ale accurate to the best of my knowledge, and
(d) The LESSEE Is a poti5cal subdivision of the State of Florida
(e) The Equipment is personal property and when subject to use by the LESSEE, will not be or become fixtures under the laws of the State of Florida
(f) All required public bidding procedures or other applicable laws or regulations regarding the award of the Lease have been followed by the LESSEE
COUNSEL FOR LESS 0 Signature Date, ) 0 J i 7_ J i 0
By 1)ANS Iti L- Fr MANl, AR_ vs NAME OF FIRM/ATTORNEY \ CbgAL} ,)ip,L/ tr-,�,_AL fSNt, YII CI c i .
C \Documents and Settings\smeder\Local Settings Temporary Internet Files \Content Outlook \WO6Y99NE \LEASE Clermontclean dos
SCHEDULE A
LEASE NO.: HGF081110
LESSEE: CITY OF CLERMONT, FL
LESSOR: COPYTRONICS, INC.
QTY DESCRIPTION
(4) C220 Full Color Printer /Copier /Scan /Fax with DF -617 Reversing Automatic
Document Feeder, DK -507 Copy Desk, Fax Kit for C652/C552 (SKU including
FK -502 and MK -720)
(12) C360 Full Color Printer /Copier /Scan /Fax with DF -617 Reversing Automatic
Document Feeder, DK -507 Copy Desk, Fax Kit for C652/C552 (SKU including
FK -502 and MK -720)
LESSOR: LESSEE:
COPYTRONICS, INC. CITY OF CLERMONT, FL
By: By: 1111p7
Title: F � / � Title: r c14As t nu c, n
U R
Date: /t( 7/) I? Date: 10 —I Z- / o
C \Documents and Settings \smeder\Local Settngs \Temporary Internet Wes \Content Outlook \W O6Y99NE \SCHEDULE Clermont dos
Page 1 of 1
EXHIBIT C
Exhibit C attached to and made part of Master Agreement No. HGF081110 between
Copytronics, Inc. as Lessor, and City of Clermont, FL, as Lessee
Equipment Locations:
City Hall, 685 W. Montrose Street, Clermont, FL 34711
Police Department, 865 W. Montrose Street, Clermont, FL 34711
Fire Department Station 1, Administration, 439 W. Hwy 50, Clermont, FL 34711
Fire Department Station 1, 439 W. Hwy 50, Clermont, FL 34711
Fire Department Station 2, 2200 Hartwood Marsh Road, Clermont, FL 34711
Fire Department Station 3, 2180 Legends Way, Clermont, FL 34711
Public Works, 400 12 Street, Clermont, FL 34711
Utilities, 3335 Hancock Road, Clermont, FL 34711
LESSOR: LESSEE:
COPYTRONICS, INC. CITY OF CLERMONT, FL
By: ''' By: r��d
O "-de} -arx�
Title: /-�'J Title: Pv RcMA - N G rtt R.
Date: /04 ! " O Date: ( 0 — 1 7 _ — / 0
C ■ Documents and Settings \smeder Local Settings \Temporary Internet Files \Content Outlook\WO6Y99NE\EXHIBITC City of Clermont doc
Essential Use Certificate
Copytronics, Inc.
2461 Rolac Road
Jacksonville, FL 32207
RE: State and Municipal Lease - Purchase Agreement No. HGF081110 (the "Lease "),
between Copytronics, Inc., (the "Lessor ") and City of Clermont, FL (the
"LESSEE ").
Gentlemen:
This confirms and affirms that the Equipment is essential to the function of the Lessee
or to the service we provide to our citizens.
Further, we have an immediate need for, and expect to make immediate use of all the
Equipment, which need is not temporary or expected to diminish during the lease term
of the Lease. The Equipment will be used by us only for the purpose of performing our
governmental or proprietary function consistent with permissible scope of our authority.
The Equipment will be used by City of Clermont, FL, Various Locations, See Attached
Exhibit C.
(State how and for what purposes the Equipment will be used.)
We expect and anticipate adequate funds to be available for all future payments or rent
due after the current budgetary period.
LESSEE:
CITY F CLERMONT, FL
By. 2
Title: ft∎12. NAs tv 4 P1 672.
Date: to -t2- t
C \Documents and Settings \smeder1Local Settings \Temporary Internet Fries \Content Outlook \WO6Y99NE \ESSUSE
Clermont do - -- - -- - -•••• - --
MUNICIPAL CERTIFICATE
Re State and Municipal Lease - Purchase Agreement No HGF081110 between City of Clermont, FL
as Lessee, and Copytronics, Inc , as Lessor
I, the undersigned, tie duly appointed, qualified and acting [Clerk] of the above - captioned Lessee do
hereby certify this u&h b -C I day of, 2010, as follows
1 Lessee did at regular meeting of the governing body of the Lessee held October 12, 2010, by
motion duly made, seconded and carried in accordance with all requirements of law, approve
and authorize the execution and delivery of the above - referenced State and Municipal Lease -
Purchase Agreement No HGF081110 on its behalf by the following named representative of the
Lessee, to wit
Freddy Suarez Purchasing Manager
Name of Person Signing Title Signature
Documents
2 The above -named representative of the Lessee held at the time of such authorization and holds
at the present time the office set forth above
3 No event or condition that constitutes, or with the giving of notice or the lapse of time or both
would constitute, an Event of Default (as such term is defined in the Lease) exists as the date
hereof
4 All insurance required in accordance with the Lease is currently maintained by the Lessee
5 Subject to Section 7 of the Lease, Lessee has in accordance with the requirements of law, fully
budgeted and appropriated sufficient funds for the current budgetary year to make the payments
scheduled to come due during the Original Term and to meet its other obligations for the Original
Term (as such terms are defined in the Lease) and such funds have not been expended for
other purposes
IN WITNESS WHEREOF, I hereunto set my hand and the seal of the governing body of the Lessee the
day and year first above written
By •
Signatur:
(SEAL) Tracy Ackrovd, City Clerk
(Typewritten name of Clerk)
.41/4 4 t
f14
C \Documents and Settings \fsuarez \Local Settings \Temporary Internet Files \Content Outlook\AHZA80M2 \MUNCERT 2 Clermont doc
COPYTRONICS, INC.
2461 Rolac Road, Jacksonville, FL 32207
Ph 904 - 731 -5100 Fax 904- 562 4874
INVOICE NO 1
Lease No. HGF081110
DATE: October 7, 201 OSepfe :;bef
2040
Due: Immediately
To: City of Clermont, FL
685 West Montrose Street
Clermont, FL 34711
DESCRIPTION AMOUNT
Florida Documentary Stamp Tax $317.45
SUBTOTAL $317 45
SALES TAX Exempt
TOTAL DUE $317.45
Make all checks payable to: Copytronics, Inc
2461 Rolac Road
Jacksonville, FL 32207
If you have any questions concerning this invoice, call Nicolette Fason at 858 - 259 -4794
THANK YOU FOR YOUR BUSINESS!
Please note that a late fee of 5% or $10.00 (whichever total is larger) will be assessed for any payments that are
past due An account will be considered in default of their lease agreement should payment not be received within
30 Days of due date. Once an account is in default of their lease agreement. immediate action will be taken
Remittance Copy
C \Documents and Settings \smeder\Local Settings \Temoorary Internet Files \Content Outlook \WO6Y99NE \INVOICE Clermont do .:::..
•
FIRM NAME: COPYTRONICS, INC.
•
The undersigned vendee hereby certifies that it is a regularly licensed retailer under the law(s) of
the State(s) indicated on the reverse side of this form, holding the sales tax license or permit
number(s) there enumerated and that all the tangible personal property purchased from:
• Is exempt from sales and use tax for the following reason:
' (Check applicable)
x x x Resale in the regular course of business in the form of tangible personal
property
Incorporating the same as a material, ingredient or component part, into
tangible personal property produced for sale
1 Shipping cartons containers and other packaging materials are for
resale. (New York State Only)
Other authorized exemption (describe)
This certificate shall be considered a part of each order given by vendee from and after the
effective date hereof unless such order shall otherwise specify. Blanket resale certificate must be
renewed whenever a change in the ownership of a purchaser's business and a new Certificate of
' Registration Is required. All blanket resale certificates must be renewed at intervals not to exceed
four years.
The vendee understands and agrees that if Is uses any property purchased tax -free under the
certificate in any manner which would not exempt the sale from tax it becomes the user or
consumer of such property and as such assumes liability for and undertakes to pay the tax and
interest and penalty thereon if any.
Dated as of day of September 1, 2010.
City of Clermont, FL
Name of P c . (print or Type)
•
Signature of Purchaser or Agent
mCtiy oC
{ Title of Authorized Agent
Address 685 West Montrose Street, Clermont, FL 34711
C \Documents and Settings \smeder\Local Settings \Temporary Internet Files \Content Outlook \WO6Y99NE \TXEXMPT
Cl ermont doc - -• ••-- • •- -• - - -. .- •
This certificate is valid only for the state(s) as to which the appropriate blank on the reverse side is
filled in
PLEASE PROVIDE YOUR TAX EXEMPT NUMBER BELOW
Alaska Utah
Alabama Vermont
Arizona Virginia
Arkansas Washington
California West Virginia
Colorado Wisconsin
Connecticut Wyoming
Delaware
District of Columbia
Florida -
Georgia
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Missouri
• Mississippi
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
. Ohio
! Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
South Dakota
Tennessee
. Texas
C \Documents and Settings \smeoer\Local Settings \Temporary Internet Files \Content Outlook \WO6Y99NE \TXEXMPT
Clermont do - -- -- -- •' • • - - -•• - - -- -•
Rider attached to and made part of State and Municipal Lease - Purchase Agreement No. HGF081110 (the `Lease'), between
Copytronics, Inc., (the "Lessor "), and City of Clermont, FL, (the "Lessee ").
INSURANCE AUTHORIZATION INSTRUCTIONS
TO. INSURANCE COMPANY FROM: City of Clermont, FL
NAME:
ADDRESS:
CITY:
AREA CODE/ PHONE #: LEASE #: HGF081110
AREA CODE/ FAX #.
CONTACTPERSON•
We have entered into a lease agreement with Copytronics, Inc. or its Assignee or the following equipment, with a value of $100,000.00.
EQUIPMENT DESCRIPTION: SEE ATTACHED SCHEDULE A
This is a net lease and we are responsible for the insurance cost. Please see that we have immediate coverage and notify Lessor at once in
the form of a copy of the insurance policy or a certificate of insurance. If the letter is sent, please include therein the standard 30 -day notice of
cancellation clause.
XX PHYSICAL DAMAGE: Coverage for fire, extended coverage, vandalism, theft and Malicious Mischief for the replacement, value of the
equipment on an occurrence basis, for no less than $100,000.00. Copytronics, Inc. and its assigns are to be named as Loss Payee
under Physical Damage as their interest may appear
XX LIABILITY: Coverage for comprehensive GENERAL liability shall be at least $1 Million for Bodily Injury and Property Damage
Leasing Innovations, Incorporated and its assigns are to be named as additional insured.
INVOICING INSTRUCTIONS
Pursuant to Section 5 of the State and Municipal Lease - Purchase Agreement No HGF081110 (the "Lease ") between Copytronics, Inc., (the
"Lessor ") and City of Clermont, FL (the "Lessee "), Lessee hereby acknowledges the obligation to make Payments promptly when due, in
accordance with the Lease.
1. RECEIPT OF INVOICE: All invoices should be mailed to.
ATTENTION: 4. OTHER (If needed):
TEL NO. (
FAX NO. ( ) ATTENTION:
PROCESSING TIME DAYS FAX NO. ( )
TEL. NO. ( )
2. APPROVAL. Invoices are approved for payment by. PROCESSING TIME DAYS
ATTENTION: 5. PURCHASE ORDER NUMBERS:
TEL. NO. ( ) Invoices require purchase order numbers. Yes No
FAX NO. ( ) The current purchase order number is
PROCESSING TIME DAYS Purchase order numbers will change annually. Yes No
Processing time for new purchase orders _ days.
3. ACCOUNTS PAYABLE: Checks are processed and mailed by:
ATTENTION
TEL. NO. (
FAX NO. (
PROCESSING TIME DAYS
C \Document, and Settines ender \Local Seniors \ remnoran Internet riles \Content Outlook \H'06199NE \RIDER Clermont doe ,... . • ., • • • -
Copytronics
INFORMATION SYSTEMS
®®
Copiers • Digital Duplicators • Network Systems • Printers • Facsimile
October 13, 2010
Freddy Suarez
City of Clermont, FL
685 West Montrose Street
Clermont, FL 34711
Re: State and Municipal Lease - Purchase Agreement No. HGF081110, between Copytronics,
Inc. as Lessor and City of Clermont, FL as Lessee
Dear Mr. Suarez:
Please be advised that 12 Quarterly payments of the above - referenced State and Municipal
Lease - Purchase Agreement, have been assigned to:
Leasing Innovations, Incorporated
261 North Highway 101
Solana Beach, CA 92075
You will continue to be invoiced by Copytronics, Inc., however beginning with the FIRST Quarterly
Payment Copytronics, Inc. will request that the funds be forwarded via EFT to the bank account in
which has been designated for the Lease - Purchase Agreement for the afore - referenced three
years.
Boston Private Bank & Trust
ABA Number: 011002343
Copytronics, Inc.
Account Number:
Please acknowledge your agreement of the above terms by signing, dating, and returning this
original.
COPYTRONICS, INC.
By:
Title: President
ACKNOWLEDGED AND AGREED to this day of , 2010
by •
CITY OF CLERM • T, FL
•
BY: � Sl
Title: r.1nNh •a
420 S. Orlando Avenue • Winter Park, Florida 32789
•
[407) 628 -6220 • FAX (407) 628 -5247 • www copytronres corn
• Jacksonville • Winter Park • Daytona • Brevard
MUNICIPAL CERTIFICATE
Re: State and Municipal Lease - Purchase Agreement No. HGF081110 between City of Clermont, FL
as Lessee, and Copytronics, Inc., as Lessor.
I, the undersigned, the duly appointed, qualified and acting (Clerk} of the above - captioned Lessee do
hereby certify this MO V. CTB day of, 2010, as follows:
1. Lessee did at regular meeting of the governing body of the Lessee held October 12, 2010, by
motion duly made, seconded and carried in accordance with all requirements of law, approve
and authorize the execution and delivery of the above - referenced State and Municipal Lease -
Purchase Agreement No. HGF081110 on its behalf by the following named representative of the
Lessee, to wit.
Freddy Suarez Purchasing Manager
Name of Person Signing Title Signature
Documents
2. The above -named representative of the Lessee held at the time of such authorization and holds
at the present time the office set forth above.
3. No event or condition that constitutes, or with the giving of notice or the lapse of time or both
would constitute, an Event of Default (as such term is defined in the Lease) exists as the date
hereof.
4. All insurance required in accordance with the Lease is currently maintained by the Lessee.
5. Subject to Section 7 of the Lease, Lessee has in accordance with the requirements of law, fully
.budgeted and appropriated sufficient funds for the current budgetary year to make the payments
scheduled to come due during the Original Term and to meet its other obligations for the Original
Term (as such terms are defined in the Lease) and such funds have not been expended for
other purposes.
IN WITNESS WHEREOF, I hereunto set my hand and the seal of the governing body of the Lessee the
day and year first above written. f
By: (
Signature
(SEAL) Tracy Ackroyd, City Clerk
(Typewritten name of Clerk)
•
C \Documents and Settings\fsuarez \Local Settings \Temporary Internet Files \Content Outlook \ANZA8OM2 \MUNCERT 2 Clermont (3) doc
11- 29 -10, 3 32PM, Digital Fax ,8582597076 # 1/
•
LJ
L
INNOVATIONS
I N C O R P O R A T E D
261 N. Highway 101, Solana Beach, CA 92075
Ph. 858.259 -4794 Fax 858.259.7076
November 10, 2010
Freddy Suarez
City of Clermont, FL
685 West Montrose Street
Clermont, FL 34711
Re: State and Municipal Lease - Purchase Agreement No. HGF081110, between Copytronics,
Inc. as Lessor, and City of Clermont, FL as Lessee subsequently assigned to Leasing
Innovations, Incorporated as Assignee
Dear Mr. Suarez:
Please be advised that the above - referenced Lease Agreement, and 12 Quarterly Rental
Payments have been assigned to Palm Beach Community Bank.
You will continue to be invoiced by Copytronics, Inc. who will direct you to remit payment to
Lockbox, however beginning with the January 12, 2011 Rental Payment, Leasing Innovations, I ,
Incorporated will remit your payment to Palm Beach Community Bank.
Lessee's requests for payoff of the above - referenced Lease Agreement must be submitted in
writing and approved by Leasing Innovations, Incorporated, as Lessor (via fax: 617- 426 - 5846).
Please acknowledge • ur agreement of the above terms by signing, dating, and retuming this
origin. .
LE ING INNO ,* NS, INCORPORATED r
y�
B .
Title: Pr: sident ' I
ACKNOWLEDGED AND AGREED to this 3Cr� I day of OVE hc(e& 2010 by
CITY O 3 .. , FL
B _ - •! f_____
Title: m at i pul