2099 AXSA Copier Lease AgreementCITY OF
SANFORD
FINANCE DEPARTMENT
PURCHASING DEPA "y
TFzAmsm1TTAL MEMORANDUM
`fl'o: City Clerk/Mayor
RE: C
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The item(s) noted below is/are attached and forwarded to your office for the following action(s):
Development Order
Final Plat (original mylars)
Letter of Credit
Maintenance Bond
Ordinance
Performance Bond
Resolution
Once completed, please:
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Return copies
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Mayor's signature
Recording
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Payment Bond
City Manager Signature
City Clerk Attest/Signature
City Attorney/Signature
Special Instructions
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From
SharePoint_ Finance _ Purchasing_Forms-2018.doc
Date
For the purpose of maintaining the equipment listed below in efficient operating condition:
City of Sanford Marisol Ordonez
Account Name Account Contact
300 North Park Avenue Sanford, FL 32771
Address City / State / Zip
407-688-5028 Marisol.Ordonezgsanfordfl.gov
Phone Number Email
authorizes AXSA Imaging Solutions to furnish supplies, service, repairs & adjustments
on the equipment as listed, subject to the general provisions listed below and on page two
of this agreement:
Effective Date:
AXSA Imaging Solutions agrees to perform all inspections, adjustments, service and repairs
as indicated herein, for a period of : 60 months with automatic annual renewal
See attached addendum, or equipment covered
■ $0 per month base — pay as you print
■ All pages billed at $0.012 — color or black & white
■'Professional" Color on 1AP PageWide pages billed at $0.04
■ Kyocera Color Pages (City Clerk's CS4551ci) billed at $0.0486
■ These costs are fired for term and will not escalate.
Additional Provisions / Terms: Includes all parts, labor, technical support and ink/toner.
Excludes all paper media.
NOTE:
Signature and date REQUIRED on page two, General Provisions, of this Agreement.
Signature on page two serves as acceptance of pages one and two of this Agreement.
Rev 8/31/00 page 1 of2
2100 N. Ronald Reagan Blvd
Suite 1044
!MAN
Longwood, FL 32750
407-679-6393 / 1-800-564-2972
imaging S o 1 ld t i o n s
FAX: 407-679-0752
Service & Toner Maintenance Agreement
For the purpose of maintaining the equipment listed below in efficient operating condition:
City of Sanford Marisol Ordonez
Account Name Account Contact
300 North Park Avenue Sanford, FL 32771
Address City / State / Zip
407-688-5028 Marisol.Ordonezgsanfordfl.gov
Phone Number Email
authorizes AXSA Imaging Solutions to furnish supplies, service, repairs & adjustments
on the equipment as listed, subject to the general provisions listed below and on page two
of this agreement:
Effective Date:
AXSA Imaging Solutions agrees to perform all inspections, adjustments, service and repairs
as indicated herein, for a period of : 60 months with automatic annual renewal
See attached addendum, or equipment covered
■ $0 per month base — pay as you print
■ All pages billed at $0.012 — color or black & white
■'Professional" Color on 1AP PageWide pages billed at $0.04
■ Kyocera Color Pages (City Clerk's CS4551ci) billed at $0.0486
■ These costs are fired for term and will not escalate.
Additional Provisions / Terms: Includes all parts, labor, technical support and ink/toner.
Excludes all paper media.
NOTE:
Signature and date REQUIRED on page two, General Provisions, of this Agreement.
Signature on page two serves as acceptance of pages one and two of this Agreement.
Rev 8/31/00 page 1 of2
General Provisions
(.Effective Date: The Effective Date will be determined by AXSA Imaging Solutions. The Effective
date for new equipment will begin when the equipment has been installed on site and has been demonstrated to
operate satisfactorily. Effective Date for existing equipment will be after inspection and approval by
manufacturer's certified AXSA technician.
2. Term & Renewal: Initial term of Agreement and the specific Product(s) for which Service is to be
provided is listed on the Service Agreement. After initial term, service Agreement will automatically renew
every year for a one-year term unless a 90 day written notice of cancellation is received prior to end of tern. This
Agreement is non -cancelable during the initial term. After initial term: A 90 day written cancellation is required
& notice must be reviewed and confirmed valid by an AXSA representative. Early cancellation may be subject to
penalty if cancellation request is received after the renewal date.
3. Payment: Invoices for the equipment, as listed on the front of this agreement, and invoices for Service
and Supplies Agreements and renewal agreements, are payable Net 30. You are responsible for applicable state
and local taxes.
4. Description of Terms;
A. Parts & Repairs: All necessary service, repairs, and adjustments will be made by AXSA to keep the
covered equipment in good working order. Parts required for repairs may be new, reprocessed, or recovered. All
replaced parts and materials will become the property of AXSA at its option. Repeat calls for operator error will
not be considered covered under service contract as it is part of customer responsibility to have key operator
versed with training new or ongoing operators.
S. Hours & Response Time: Unless otherwise specified, all service, repairs, and adjustments will be
provided during AXSA Imaging Solutions standard working hours of 9:00 AM to 5:00 PM, EST. Normal
response time will be within 4 working hours of receiving a service call.
C. Software Support: Unless otherwise specified, all software support is for supplied print drivers, and
Manufacturer software only. Contract does not include re loading of print drivers after initial install unless found
to be defective. Manufacturer print driver support is handled for connectivity issues only. Any non Manufacturer
software print issues, such as a particular software's print functions, are subject to additional billing.
Terms and Conditions: This agreement is not transferable to a geographic location
outside ofthe original installation area. This agreement covers service, repairs, and adjustments that
are required as a result of normal wear and tear, or due to defects in material and workmanship.
This specifically excludes service, repairs, and adjustments that AXSA determines to relate to,
or be affected by the following:
(1) Abuse or misuse of the equipment
(2) Use of equipment that is not in accordance with, or exceeds manufacturers' published
guidelines.
(3) Use of non -Manufacturer supplies, consumables, alterations or relocations.
(4) Problems caused by software, network, and/or other computer/connectivity related issues.
5) Damage caused by "Acts of God": lightning damage, power surges, electrical shocks
without approved power filter protection
Service, repairs, and adjustments that are determined by AXSA to be subject to these exclusions
are subject to standard service call charges, and charges for replacement parts, if required.
Supplies and Consumables: You agree to use only Manufacturer authorized supplies provided
by AXSA. Remanufactured and /or refilled cartridges and consumables are not authorized to be used in any
equipment covered under an AXSA Service and supplies agreement. Service, repairs, and adjustments that are
determined by AXSA to be due to the use of remanufactured cartridges or consumables may be subject to
additional charges for replacement parts and/ or additional service and travel time.
Signature Date
6 Z_ GWt 9 / •IL � ® B
AXSA Imaging Solutions Representati c N
X �9
all
r`rrsa
imaging solutions
A Visual Edge Technology Company
2100 N. Ronald Reagan Blvd
Suite 1044
407-679-6393/1-800-564-2972
FAX: 407-679-0752
Service & Maintenance Agreement
For the purpose of maintaining the equipment listed below in efficient operating condition:
City of Sanford Marisol Ordofiez
Account Name Account Contact
300 North Park Avenue Sanford, FL 32773
Address City / State / Zip
407-688-5028 Marisol.Ordonez&sanfordfl. ov
Phone Number Email
authorizes AXSA Imaging Solutions to furnish supplies, service, repairs, & adjustments
on the equipment as listed, subject to the general provisions listed below and on page two
of this agreement:
Effective Date: -71,2-3119
AXSA Imaging Solutions agrees to perform all inspections, adjustments, service and repairs
as indicated herein, for a period of: 60 months with automatic annual renewal
1. HP DesignJet T2530ps Wide Format MFP
Serial CN88P8HO1J
2. HP DesignJet T2530ps Wide Format MFP
Serial CN88P8H01 Q
3. HP Z6 44" Wide Format printer with Cutter
Serial CN87N5K010
4. Contex IQ Quattro 4450 Wide Format Scanner
Serial 52DR8C00424T
5. Contex IQ Quattro 3650 Wide Format Scanner
Serial 52DT7C00424X
6. Xerox Documate 6460 Desktop Scanner
Serial 8BMVE50003
$200.00 per month base charge
Additional Provisions / Terms: Includes all labor, parts, and technical supportcleanings and
firmware upgrades. Excludes inks, printheads and paper media.
MOYIN
Signature and date REQUIRED on page two, General Provisions, of this Agreement.
Signature on page two serves as acceptance of pages one and two of this Agreement.
Rev 8/31/00 page 1 or2
General Provisions
1.Effective Date: The Effective Date will be determined by AXSA Imaging Solutions. The Effective
date for new equipment will begin when the equipment has been installed on site and has been demonstrated to
operate satisfactorily. Effective Date for existing equipment will be after inspection and approval by
manufacturer's certified AXSA technician.
2. Term & Renewal: Initial term of Agreement and the specific Product(s) for which Service is to be
provided is listed on the Service Agreement. After initial term, service Agreement will automatically renew
every year for a one-year term unless a 90 day written notice of cancellation is received prior to end of term. This
Agreement is non -cancelable during the initial term. After initial term: A 90 day written cancellation is required
& notice must be reviewed and confirmed valid by an AXSA representative. Early cancellation may be subject to
penalty if cancellation request is received after the renewal date.
3. Payment: Invoices for the equipment, as listed on the front ofthis agreement, and invoices for Service
and Supplies Agreements and renewal agreements, are payable Net 30. You are responsible for applicable state
and local taxes.
4. Description of Terms;
A. Parts & Repairs: All necessary service, repairs, and adjustments will be made by AXSA to keep the
covered equipment in good working order. Parts required for repairs may be new, reprocessed, or recovered. All
replaced parts and materials will become the property of AXSA at its option. Repeat calls for operator error will
not be considered covered under service contract as it is part of customer responsibility to have key operator
versed with training new or ongoing operators
B. Hours & Response Time: Unless otherwise specified, all service, repairs, and adjustments will be
provided during AXSA Imaging Solutions standard working hours of 9:00 AM to 5:00 PM, EST. Normal
response time will be within 4 working hours of receiving a service call.
C. Software Support: Unless otherwise specified, all software support is for supplied print drivers, and
Manufacturer software only. Contract does not include re loading of print drivers after initial install unless found
to be defective. Manufacturer print driver support is handled for connectivity issues only. Any non Manufacturer
software print issues, such as a particular software's print functions, are subject to additional billing.
Terms and ConditianS: This agreement is not transferable to a geographic location
outside of the original installation area. This agreement covers service, repairs, and adjustments that
are required as a result of normal wear and tear, or due to defects in material and workmanship.
This specifically excludes service, repairs, and adjustments that AXSA determines to relate to,
or be affected by the following:
(1) Abuse or misuse of the equipment
(2) Use of equipment that is not in accordance with, or exceeds manufacturers' published
guidelines.
(3) Use of non -Manufacturer supplies, consumables, alterations or relocations.
(4) Problems caused by software, network, and/or other computer/connectivity related issues.
5) Damage caused by "Acts of God": lightning damage, power surges, electrical shocks
without approved power filter protection
Service, repairs, and adjustments that are determined by AXSA to be subject to these exclusions
are subject to standard service call charges, and charges for replacement parts, if required.
Supplies and Consumables: You agree to use only Manufacturer authorized supplies provided
by AXSA. Remanufactured and /or refilled cartridges and consumables are not authorized to be used in any
equipment covered under an AXSA Service and supplies agreement. Service, repairs, and adjustments that are
determined by AXSA to be due to the use of remanufactured cartridges or consumables may be subject to
additional charges for replacement parts and/ or additional service and travel time.
Signature Date
AXSA Imaging Solutions Representative i �,
SLG FMV
Equipment Lease Agreement # 9696562-001
n
Equipment MFG Model & Description Serial Number Accessories
0 See attached schedule for additional Equipment/ Accessories
Billing Address: 300 North Park Avenue Sanford FL 32771
Equipment Location: 300 North Park Avenue Sanford, FL 32771
Purchase Option: Fair Market Value
Visual Edge Inc
Lease Payment: $�3 1993 73(plus applicable taxes) Term: 60 (months)
dba AXSA Imaging Solutions
Billing Period: Q Monthly Q Quarterly Ej Semi -Annually R Annually (Monthly if not checked)
2100 N Ronald Reagan Blvd, Ste. 1044
Longwood,FL 32750-3530
The following additional payments are due on the date this Lease is signed by you:
Advance Payment: $ n/a (plus applicable taxes) Applied to: El First [—] Last
Document Fee: $75.00 (included on first invoice)
ruU hAVE ttLtGIt Jr Int LUUIFMEN[. THE SUPPLIER AND ITS REPRESENTATIVES ARE NOT AGENTS OF ANY ASSIGNEE OF LESSOR AND ARE NOT AUTHORIZED TO MODIFY THE TERMS OF THIS
LEASE. YOU ARE AWARE OF THE NAME OF THE MANUFACTURER OF EACH ITEM OF EQUIPMENT AND YOU WILL CONTACT EACH MANUFACTURER FOR A DESCRIPTION OF YOUR WARRANTY
RIGHTS. WE MAKE NO WARRANTIES TO YOU, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY OR OTHERWISE. WE PROVIDE THE
EQUIPMENT TO YOU ASIS. YOU AGREE TO USE THE EQUIPMENT ONLY IN THE LAWFUL CONDUCT OF YOUR BUSINESS, AND NOT FOR PERSONAL, HOUSEHOLD OR FAMILY PURPOSES. WE SHALL
NOT BE LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGES. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEGAL, TAX OR
ACCOUNTING TREATMENT OF THIS LEASE AND YOU ACKNOWLEDGE THAT WE ARE AN INDEPENDENT CONTRACTOR AND NOT A FIDUCIARY OF LESSEE. YOU WILL OBTAIN YOUR OWN LEGAL, TAX
AND ACCOUNTING ADVICE RELATED TO THIS LEASE AND WILL MAKE YOUR OWN DETERMINATION OF THE PROPER LEASE TERM FOR ACCOUNTING PURPOSES.
EXCEPT AS PROVIDED IN SECTION 2, YOUR PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO CANCELLATION, REDUCTION OR SETOFF FOR ANY REASON
WHATSOEVER. BOTH PARTIES AGREE TO WAIVE ALL RIGHTS TO A JURY TRIAL. THIS LEASE SHALL BE DEEMED FULLY EXECUTED AND PERFORMED IN THE STATE OF LESSEE'S PRINCIPAL PLACE
OF BUSINESS AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH SUCH LAWS.
TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY AND RECORD
INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THIS MEANS TO YOU: WHEN YOU OPEN AN ACCOUNT, WE WILL ASK FOR YOUR NAME, ADDRESS AND OTHER
INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU. WE MAY ALSO ASK TO SEE IDENTIFYING DOCUMENTS.
BY SIGNING THIS LEASE, YOU ACKNOWLEDGE RECEIPT OF PAGES 1 AND 2 OF THIS LEASE, AND AGREE TO THE TERMS ON PAGES 1 AND 2. ORAL AGREEMENTS OR COMMITMENTS TO LOAN
MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU AND
US FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.
TERMS AND CONDITIONS
1. COMMENCEMENT OF LEASE. Commencement of this Lease and am pt,moo of the Equipment shall occur upon delivery of the Equipment to yen ("Commencement Date."). To the extent fuel the Equipment
includes intangible property or associated services such as periodic software licenses and prepaid database subscription rights, such intangible property shall be referred to as "SoflwaW. You understand and agree
that we have no night, title or interest In the Software and you will comply throughout the Tenn of this Lease wish any license and/or other agreement ("Software License") entered into with the supplier of the Software
("Software Supplier'). You are responsible for entering into any Software License with the Software Supplier no later than the Commencement Date of this Lease. You agree to inspect the Equipment upon delivery and
verify by telephono or in writing such information as we may require. If you signed a purchase order or similar agreement for the purchase of the Equipment, by signing this Lease you assign to us all of your rights. but
none of your obligations under it. All allachmenls, aceessones, replacements, replacement pans, subshlutions, additions and repairs to the Equipment shall form part of the Equipment under this Lease.
2 LEASE PAYMENTS You agree to remit to us the Lease Payment and all other sums when due and payable each Billing Period at the address we provide to you from lime to time. You agree that you will ..it
payments to us in the forth of company checks (or personal checks In the case of sole proprietorships), direct debit or wires only. Yen also agree cash and cash equivalents are not acceptable for- of payment for this
Lease antl that you will not remit such forms of payment to us. Payment in any other form may delay processing or be returned to you. Furthermore, only you or your authorized agent as approved by us will remit
payments to us. Lease Payments will include any freight, delivery, installation and other expenses we fnancc on your behalf al your request. Lease Payments are due whether or not you receive an invoice. You authorize
as to adjust the Lease Payments by not more than 15% to reflect any reconfiguration of the Equipment or adjustments to reflect applicable sales taxes or the cost of the Equipment by the manufacturer and/or Supplier.
NON -APPROPRIATION OF FUNDS. You intend to remit to us all Lease Payments and other payments for the full Tenn if funds are legally available. In the event yen are not granted an appropriation of funds at any lime
during the Tenn for the Equipment or for equipment which is functionally similar to the Equipment and operating funds are not otherwise available to you to pay Lease Payments and other payments due and to become
due under this Lease, and there is no other legal procedure or available funds by or with which payment can be made to us, and the non-appropnalion did not result from an act or emission by you, you shall have the
night to return the Equipment in accordance with Section 11 of this Lease and torninale this Lease an the last day of the fiscal period forwhlch appropnatione were received without penalty or expense to you, except as
to the portion of the Lease Payments far which funds shall have been appropriated and budgeted. At least thirty (30) days poor to the end of your fiscal period, your all executive ofhccr (or legal counsel) shall certify in
writing Ilial: (a) funds have not been appropriated for the fiscal period; (b) such non-appropnalion did riot result from any act or failure to act by you; and (c) you have exhausted all funds legally available to pay Lease
Payments. If you terminale this Lease because of a non-appropnalion of funds, you may not purchase, lease or rent, during the subsequent fiscal period, equipment performing the same functions as, or functions laking
the place of. those performed by the Equipment provided, however, that these restrictions shall not be applicable if or to the extent that the application of these restrictions would affect the validity of this Lease. This
Section 2 shall not peril you to terminale this Lease In order to acquire any other Equipment or to allocate funds directly or indirectly to perform essentially the application for which the Equipment is intended.
3. LEASE CHARGES. You agree lo: (a) pay all costs and expenses associated with the use. maintenance, servicing, repair or replacement of the Equipment; (b) pay all fees, assessments, taxes and'L•trarges
governmentally imposed upon Lessor's purchase, ownership, possession, leasing, renting, operation, coulml .1 1. of the Equipment and pay all premiums and other costs of insuring the Equipment; (c) reimburse us
for all costs and expenses incurred In enforcing Phis Lease: and (d) pay all other costs and expenses for which you are obligated under this Lease ((a) through (d) collectively referred to as "Lease Charges").
NOTWITHSTANDING THE FACT THAT YOU MAY BE EXEMPT FROM THE PAYMENT OF PERSONAL PROPERTY TAXES, you acknowledge Ilial as the ovmer of the Equipment, we may be required to pay personal
property taxes, and you agree, at our discretion. to either: (1) reimburse us for all personal property and other similar taxes and governmental charges associated with the ownership, possession or use of the Equipment
when billed by the junediclions; er (2) remit to us each Billing Period our Car le of the me -rated equivalent of such taxes and governmental charges. In the event that the Billing Period sums includes a separately
_....... Continued on Peae 2
Visual Edge Inc dba AXSA Imaging Solutions
By: x / a 1(C: -6f Ls,
Name: _
Title: 1 ;- Date:
City Of Sanford
(Lessee Full Legal Name) _ y
Name:
Date: ���% Federal Tax ID:
Page 1 of 2 Visual Edge-AXSA SLG 200(c) FMV mine 00119
slated estimate of personal property and other similar taxes. you acknowledge and agree that such amount represents our estimate of such taxes that will be payable with respect to the Equipment doting the Tenn. As
compensation for our infernal and external costs in the adrministration of taxes related to each unit of Equipment, you agree to pay us a "Tax Administrative Fee" equal to $12 per unit of Equipment per year during the
Tenn. not to exceed the maximum Pool by applicable law. The Tax Administrative Fee, at our sole discretion, may be increased by an amount not exceeding 10% thereof for each subsequent year of the Term to
refect our increasetl cost of atlministratign and we will notify you of any such increase by indicating such increased amount in the relevant invoice or in such other manner as we may deem appropriate. We may take on
your behalf any action required under this Lease which you fail to take, and upon receipt of our invoice you will promptly pay our costs (including insurance premiums and other payments to affiliates), plus reasonable
processing fees. Restrictive endorsements on checks you send to us will not reduce your obligations to us. We may charge you a velum .back or non -sufficient funds charge of $25 for any check which is returned by
Ilia bank for any reason (not to exceed the maximum amount peal bylaw).
4. LATE CHARGES, Far any payment which is not received within three (3) days offs due date, you agree to pay a late charge not 10 exceed the higher of 10% of the amount due or $35 (not to exceed the maximum
amount permitted by law) as reasonable collection tests.
5. ,/QWNERSHIP USE MAINTENANCE AND REPAIR. We own the Equipment and you have the right to use the Equipment underthe !erns of this Lease. If this Lease is deemed to be a secured transaction, you grant
us a first Poorly security interest in the Equipment to secure all of your obligations under INS Lease. We hereby assign W you all our rights under any manufacturer and,'or supplier warranties, so long as you are not in
default hereunder. You must keep the Equipment free of lions. You may not remove the Equipment from the address indicated on page 1 of this Lease without first obtaining our approval. You agree to: (a) keep the
Equipment in your exclusive control and possession; (b) use the Equipment in conformity with all insurance requirements, manufacturers Instructions and manuals; (c) keep the Equipment repaired and maintained in
good working order and as required by the manufacturer's warranty. codification and standard full service maintenance contract; and (d) give us reasonable access to inspect the Equipment and its maintenance and
other records.
6. INDEMNITY. You aro responsible for all losses, damages, claims, infringement claims, injuries and attorneys fees and costs, Including, without limllateirL than incurred in connection with responding to subpoenas,
third party or otherwise ("Claims"), incured or asserted by any person, in any manner helping to the Equiprnonl, including its use, condition or possession. You agree to defend and ndamn, fy us against all Claims,
although wo reserve the night Io control the defense and to select or approve defense counsel, This indemnity continues beyond the termination of this Lease for as or omissions which occurred during the Tenn of this
Lease. You also agree that this Leas. has been entered into an the essump!ien that we are the owner of the Equipment for U.S. federal income tax purposes and will be entitled to certain U.S. federal income tax benefits
available to the owner of the Equipment. You agree to indemnify us for the loss of any U.S. federal income to. benefits resulting from the failure of any assumptions in this Lease to be correct or caused by your acts or
omissions inconsistent with soon assumption or this Lease. In the event of any such loss, we may increase the Lease Payments and other amounts due to offset any such adverse effect.
7. LOSS OR DAMAGE. 11 any item of Equipment is lost, stolen or damaged you will, at your option and cost, either (a) repair the item or replace the item with a comparable item reasonably acceptable to us; or (b) pay
us the sum of: (i) all past due and cureN Lease Payrnen!s and Lease Charges; (ii) the present value of all remaining Lease Payments and Lease Charges for the effected items) of Equipment, discounted at the rate of
6% par annum (or the lowest rate permitted by law, whichever is higher); and (ui) the Fair Markel Value of the effected nerals) of Equipment. We will then transfer to you all our night, titleand interest in the effected Item(s)
of Equipment AS -IS AND WHERE -IS, WITHOUT ANY WARRANTY AS TO CONDITION, TITLE OR VALUE. Insurance proceeds shall be applied toward repair, replacement or payment hereunder, as applicable. In this
Lease. "Fair Market Value" of the Equipment means its fair market value at the end of the Tenn, assuming good ordarand condition (except for ordinary wear and tear from normal use), as estimated by us. No such loss
or damage shall relieve you of your payment obligations hereunder,
6. INSURANCE. You agree, at your cost, to: (a) keep the Equipment insured against all risks of physical loss or damage for its full replacement value, naming us as loss payee; and (b) maintain public liability
insurance. covering personal injury and Equipment damage for not less than $300.000 per occurrence, naming us as additional insured. The policy must be issued by an insurance cancer acceptable to us, must
provide us wish not less than 15 days' prior written notice of cancellation, hon -renewal or amendment, and roust provide deductible amounts acceptable to us. If you do not provide acceptable insurance, we have the
right but no obligation to obtain insurance covering our interest (and only our interest) in the Equipment for the Lease Tenn and any renewals, Any insurance we obtain will not insure you against third party or liability
claims antl may be cancelled at any time. In the event that we elect to obtain such insurance, you will be required to pay us .n additional .mount each Billing Period for the cost of such insurance and an administrative
fee, the cost of which insurance and administrative fee may be more than the cost to obtain your own insurance and on which we may make a profit.
9. DEFAIJI, . You will Palo default under this Lease if: (a) you fail to remit to us any payment within ten (10) days of the due data or breach any other obligation under this Lease; (b) a petition Is tiled by or against you
or any guarantor under any bankruptcy or insolvency law; (c) any representation made by you is false or misleading in any material respect; (d) you become insolvent, are liquidated or dissolved, merge, transfer a
malenol portion of your ownership interest orassots, stop doing business, or assign rights or property for the benefit ofcreditors; or (e) you default underany other agreement with us or our assignees.
10. REMEDIES. Lyric default, we may do one or more of the following: (a) recover from you, AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT ASA PENALTY, the sum oh (i) all past due and current
Lease Payments and Lease Charges; til) the present value of all remaining Lease Payments and Lease Charges, discounted of the rate of 6% per annum (or tho lowest rale permitted by law, whichever is higher); and
(lit) the Fair Market Value of the Equipment: (b) declare any other agreements between us in default; (c) require you to to. ell of the Equipment in the manner outlined in Section 11, or lake possession of the
Equipment . in which case we shelf not be held responsible for any losses directly or indirectly arising out of, or by reason of the presence and/or use of any and all proprietary ofohmalign residing on or within the
Equipment . and to lease or sell the `equipment or any portion thereof, and to apply the proceeds. less reasonable selling and administrative expenses, to the amounts due hereunder; (d) charge you interest on all
amounts due as from the due data until paid at the rale of 1-1/2% per month, but in no event more than the lawful maximum rate: and (e) charge you for expenses Incurred in connection with the enforcement of our
remedies including, wilhew limitation, repossession, repair and collection costs, attorneys' fees and court costs. These remedies arc cumulative, an, in addition to any other remedies provided for by law, and may be
exercised concurrently or soparalely. Any failure or delay by es to exercise any right shall not operate as a waiver of anyother right or future right.
11. END OF TERM OPTIONS: RETURN OF EQUIPMENT. At the end of the Term and upon 30 days poor written notice to us, you shall either: (a) return all, cutout less than all, of the Equipment: or N) purchase 3,
but not less than all, of the Equipment AS -IS AND WHERE -IS, WITHOUT ANY WARRANTY AS TO CONDITION, TITLE OR VALUE, for the Fair Markel Value, plus applicable sales and other taxes, If you do not provide us
with such written notice and either return all of the Equipment or purchase all of the Equipment at the and of the Term, than this Lease will automatically renew on a month4o-month basis and all of the provisions of
this Lease shall continue to apply, including, without limitation, your obligations to remit Lease Payments, Lease Charges and other charges, until all of the Equipment is either returned to us (either because we
demand return of the Equipment or you decide to return the Equipment) or purchased by you for the applicable Fair Market Value, plus applicable sales and other taxes, in accordance with the terms hereof. if you are
in default (or a non -appropriation of funds Occurs), or you do not purchase the Equipment at the end of the Tem, (or the Renewal Term). you shall (1) return Z of the Equipment, freight and insurance prepaid at your
cost and ask, to wherever we indicate in the continental United Slates, with all manuals and logs, in good order and condition (except far ordinary wear and tear from normal use), packed per ilia shipping company's
specifications; and (2) securely remove all data from any and all disk drives or magnetic media poor to rctuming the Equipment (and you are solely responsible for selecting an appropriate removal standard that meets
your business needs and complies with applicable laws). You will pay us for any loss in value resulting from the failure to maintain the Equipment in accordance with this Loos. or for damages incurred in shipping and
handling,
12. ASSIGNMENT. You may not assign or dispose of any rights or obligations under this Lease orsublease the Equipment without our pnorwrinen consent. We may, without notifying you: (a) assign all or any portion of
this Lease orour interest in the Equipment; and (b) release information we have about you and this Lease to the manufacturer, Supplier or any prospective investor, participant or purchas,, of this Lease. If we do make
an assignment under subsection 12(a) above. our assignee will have all of our rights under this Louse, but none of our obligations. You agree not to asserl against our assignee claims, offsets or defenses you may have
against us.
13. MISCELLANEOUS. Halo. most be in writing and will be deemed given five (5) days after mailing to your (or our) business address. You reprosenl that: (a) you are the entity Indicated in this Lease: (b) any
documents required to be delivered in connection with this Lease (collectively, the "Documents') have been duly authoazed by you in accordance with all applicable laws, odes, ordinances and regulations; (c) the
Documents are valid, legal, binding agreements, enforceable with their terms and the q ... his) signing the Documents have the selhority, to do so, are acting with the full authorization of your governing body, and hold
the offices indicated helow their signatures; (d) the Equipment is essential to the immediate performance of a govemmenlal or proprietary function by you within the scope of your solitarily and shall be used during the
Tenn only by you to part.- such function: (e) you intend to use the Equipment for the entire Term and shall take all necessary action to include in your annual budget any funds required to fulfill your obligations each
fiscal pored during the Term; (1) you have complied fully with all applicable law governing open meetings, public bidding and appropriations, required in connection with this Lease and the debt under applicable state
law; Of your obligations to remit Lease Payments constitutes a current expense and not a debt under applicable state law: (h) this Lease is binding on you and your successors and assigns; and (i) all financial
information you have provided is tree and a reasonable representation of your financial condition, This Lease: (i) constitutes the entire agreement of the parties with respect to the subject malterthemcf; til) Supersedes
all other writings, communications, understandings, agreements, purchase orders, solicitation documents (including, without limitation, any request for proposal and responses thereto and other related documents
(together, the "Bid Documents')) and other representations. express or implied ("Prior Untlersmndings"), and may not be contradicted or amended by Prior Understandings: and (iii) may be amended or modified only
bywrilten documents duly authorized, executed and delivered by the parries. This Lease is binding on you and your successors and assigns. You aulhonze us, our agent, or our assignee to: (a) obtain credit reports and
make credit Inquiries: (b) furnish your information, including credit application, payment history and cornual infnrmalion, 1. troth; reporting agencies and our assignees, potential purchasers or investors and parties
having an economic Interest m this Lease or the Equipment, including, without limitation, the seller, Supplier or any manufacturer of the Equipment; and (c) you irrevocably grant as the power to prepare, sign be your
behalf (if applicable), and file, electronically or olhiewse Uniform Commercial Code ("UCC") financing statements and any amendments thereto or continuation thereof relating to the Equipment, and containing any
other information required by the applicable UCC. Any claim you have against us must be made within two (2) years after the event which caused it. If a court finds any provision of this Lease to be unenforceable, all
other terms shall remain in effect and enforceable. You aulhonze us to insert or correct missing information on (his Lease. including your proper legal name, serial numbers and any other information describing the
Equipment. If you so request. and we permit the early termination of this Lease, you agree to pay a fee for such privilege. THE PARTIES INTEND THIS TO BE A "FINANCE LEASE" UNDER ARTICLE 2A OF THE
UGC. YOU WAIVE ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC. YOU FURTHER HEREBY ACKNOWLEDGE AND AGREE THAT WE AND(OR SUPPLIER MAY
MAKE A PROFIT ON ANY AND ALL FEES REFERENCED HEREIN AND, IN SO DOING WAIVE ANY AND ALL CLAIM WHICH YOU MAY HAVE FOR UNJUST ENRICHMENT. We may receive compensalion from
the manufacturer andlor Supplier of the Equipment in orderto enable us to reduce the cost of this Lease belowwhal we otherwise would chane. If we received such compensation, the reduction in the cost of this Lease
is reflected in the Lease Payment.
14. ELECTRONIC TRANSMISSION OF DOCUMENTATION. This Lease maybe executed in counterparts. The executed counterpart which has our original signature and/or is in our possession shall constitute chattel
paper as that term is defined in the UCC and Shall constitute the engine[ agreement for all purposes. including, without limitation: (i) any hearing. trial or proceeding with respect to this Lease; and (it) any determination
as to which version of this Lease constitutes the single true original item of chattel paper under the UCC. If you sign and transmit this Lease to us by facsimile or other electronic transmission. the transmitted copy shall
be binding upon Ilia parties. You agree that the facsimile or other similar electronic transmission of this Lease manually signed by us, when attached to the facsimile or other electronic copy signed by you, shall
constitute the original agreement total[ purposes. The parties further agree that, fur purposes of executing this Lease, and subject to our prior approval and at oursele discretion: (a) a document signed and transmitted
by facsimile or other electronic transmission shall be treated as an anginal document; (b) the signature of any party on such document shall be considered as an original signature; (c) the document transmitted shall
have the same effect as a counterpart thereof containing original signature; and (d) at our request you, who executed this Lease and transmitted its signature by facsimile or other electronic transmission shall provide
the counterpart of this Lease containing your original manual signature to us. No party may raise as a defense to the enforcement of this Lease that a facsimile or other electronic transmission was used to tmnsmit any
Signature of a party to this Lease,
Page 2 of 2 Visual Edge-AXSA SLG 200(c) FMV mi 06/19
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O
STATE AND LOCAL GOVERNMENT ADDENDUM - FLORIDA
(Commercial Pricing)
THIS ADDENDUM, entered into by and between City of Sanford as lessee
and/or customer ("Customer") and visual Edge Inc . as the lessor, equipment
owner, and/or the provider of financial services to Customer ("Lessor/Owner"), amends and modifies
Ecuioment Lease Aareement No. 9696562 — 001 the "Agreement).
BACKGROUND
A. By the above -referenced Agreement, Lessor/Owner has agreed to extend financing to Customer upon and
subject to the terms and conditions set forth in the Agreement.
B. Lessor/Owner and Customer desire to amend the terms and conditions of the Agreement, upon and subject
to the terms and conditions of this Addendum.
C. All capitalized terms not otherwise defined herein will have the meanings set forth in the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties, intending to be legally bound agree as follows with respect to the Agreement and the
transaction evidenced thereby:
1. EFFECT OF ADDENDUM. To the extent of any conflict between the terms of this Addendum and the terms
of the Agreement, the terms of this Addendum will prevail and control. All terms and conditions of the Agreement
not modified by this Addendum shall remain in full force and effect and are hereby ratified by the parties.
2. GOVERNING LAW AND JURISDICTION. THE AGREEMENT SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF FLORIDA, AND THE PARTIES AGREE TO THE NON-EXCLUSIVE
JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS IN FLORIDA.
3. NON -APPROPRIATION OF FUNDS. Notwithstanding any provisions ofthe Agreement, In the event,
notwithstanding Customer's best efforts and exhaustion of all available administrative appeals, it is not allotted
funds for a fiscal period and it has no other funds from non -ad valorem sources legally available to be allocated to
the payment of its obligations under the Agreement, Customer may terminate the Agreement effective on the first
day of such fiscal period (the "Termination Date"), if Lessor/Owner has received written notice from Customer at
least thirty (30) days before the Termination Date. At Lessor/Owner's request, Customer shall promptly provide
supplemental documentation as to such non -appropriation. Upon the occurrence of such non -appropriation, (i)
Customer shall not be obligated for payment of any rentals and other payments for any fiscal period for which funds
have not been so appropriated, and (ii) Customer shall deliver the Equipment to Lessor/Owner in accordance with
the Agreement. Lessor/Owner acknowledges that payments are payable from sources other than ad valorem taxes.
4. OWNERSHIP; TAXES. Customer hereby acknowledges and agrees that Lessor/Owner will be the legal
owner of the Equipment throughout the term of the Agreement, and may be assessed personal property taxes,
notwithstanding the fact that Customer may be exempt from the payment of such taxes. Consequently, Customer
hereby agrees to either, at the option of Lessor/Owner: (a) reimburse Lessor/Owner annually for all personal
property taxes which Lessor/Owner may be required to pay as the owner of the Equipment, or (b) remit to
Lessor/Owner each month Lessor/Owner's estimate of the monthly equivalent of the annual personal property taxes
to be assessed against the owner of the Equipment.
5. SPECIAL REPRESENTATIONS AND WARRANTIES OF CUSTOMER. Customer hereby represents and
warrants to Lessor/Owner that as of the date of this Agreement, and throughout the Term thereof: (a) Customer is
the entity indicated in the Agreement; (b) Customer is duly organized and existing under the Constitution and laws
of the State in which it is located; (c) Customer is authorized to enter into and carry out its obligations under the
Agreement, any documents relative to the acquisition of the Equipment and any other documents required to be
delivered in connection with the Agreement (collectively, the "Documents"); (d) the Documents have been duly
Page 1 of 2
SLG Non -Appropriation Addendum — Florida - No Non Substitution rev 6-28-18
authorized, executed and delivered by Customer in accordance with all applicable laws, rules, ordinances, and
regulations, and person(s) signing the Documents have the authority to do so, are acting with the full authorization
of Customer's governing body, and hold the offices indicated below their signatures, each of which are genuine, and
the Documents constitute the valid, legal, binding agreements of Customer, enforceable in accordance with their
terms, (e) the Equipment is essential to the immediate performance of a governmental or proprietary function by
Customer within the scope of its authority and shall be used during the Term of the Agreement only to perform
such function; (f) Customer intends to use the Equipment for the entire Term and shall take all necessary action to
include in its annual budget any funds required to fulfill its obligations for each fiscal year during the Term; (g)
Customer has complied fully with all applicable law governing open meetings, public bidding and appropriations
required in connection with the Agreement and the Equipment; (h) Customer's obligation to remit all amounts due
and payable under the Agreement constitutes a current expense and not a debt under applicable state law, no
provision of the Agreement constitutes a pledge of Customer's tax or general revenues, and any provision which is
so construed by a court of competent jurisdiction is void from the inception of the Agreement; (i) all amounts due
and payable are payable from sources other than ad valorem taxes; 0) all amounts due and to become due during
Customer's current fiscal year are within the fiscal budget of such year, and are included within an unrestricted and
unencumbered appropriation currently available for the use of the Equipment; (k) no Equipment subject to this
Lease/Agreement, or equipment similar in form and function, has been the subject of a referendum which failed to
receive the approval of Customer's voters; (1) all financial information Customer has provided to Lessor/Owner is
true and accurate and provides a good representation of Customer's financial condition; (m) no event of non -
appropriation, as described herein, has occurred and it is not presently known that any such event will occur under
any lease or other contract by which Customer is bound; and (n) If requested by Lessor/Owner, Customer will
execute and deliver to Lessor/Owner in connection with the Agreement, a certificate of resolution and incumbency
and/or an opinion of counsel in form and substance satisfactory to Lessor/Owner.
6. NO GRANT OF SECURITY INTEREST. Notwithstanding any provision in the Agreement to the contrary,
any provision of the Agreement that provides, or requires that Customer (a) grant Lessor/Owner a security interest in
the Equipment, and/or (b) authorizes Lessor/Owner to file the Agreement as a financing statement, file a financing
statement in respect of the Agreement, or repossess the Equipment, is hereby deleted in its entirety.
7. LIMITATIONS. The parties intend that the collection of any damages, the exercise of any remedy, the
enforceability of any indemnity, and any requirements of Customer relative to non -appropriation set forth in the
Agreement or in this Addendum are subject to any limitations imposed by applicable law.
S. EFFECTIVENESS OF ADDENDUM. This Addendum is incorporated into and made a part of the
Agreement, effective as of the same day as the Agreement. This Addendum and the Agreement together constitute
the entire agreement of the parties with respect to the subject matter hereof and thereof. All terms and conditions of
the Agreement not expressly modified hereby remain in full force and are hereby ratified by the parties.
IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this Addendum
effective as of the effective date set forth above.
City of Sanford Visual Edge Inc
Customer _ Lessor/Owner
NAME: i w's lEl« k���'IL', l� NAME:
TITLE: i TITLE: t9
4
Page 2 of 2
SLG Non -Appropriation Addendum — Florida - No Non Substitution ret, 6-28-18
Certificate of Acceptance
Re: Agreement / Contract / Account Schedule Number 9696562-001 ("Contraef')
Financial Services Provider: Visual Edge Inc. ("FS Provider")
Lessee/ Customer: Sanford, City of ("Customer")
This Certificate of Acceptance to the lease, loan or other form of financial services contract described above ("Contract") is by and between the FS
Provider identified above and the Customer identified above.
Customer, through its authorized representative, hereby certifies to FS Provider and any assignee of FS Provider with respect to the Contract that:
1. The equipment ("Equipment') identified in the Contract, including in any equipment list attached to the Contract ("Contract Equipment
List") has been delivered to the location where the Equipment will be used and which is the "Equipment location" identified in the Contract.
2. In the event of inconsistencies between the Contract Equipment List and the list of Equipment provided to FS Provider by the supplier of the
Equipment, Customer authorizes FS Provider to correct the Contract Equipment List and substitute the Equipment identified in such corrected
Contract Equipment List as the "Equipment" accepted under the Contract.
3. All of the Equipment has been inspected and is (a) complete, (b) properly installed, (c) fully functioning, and (d) in good working order.
4. The Equipment is of a capacity, size, design, and manufacture acceptable to Customer and is suitable for Customer's purposes.
5. Customer is not in default under the Contract and all of Customer's statements and promises set forth in the Contract are true and correct.
6. The Equipment is accepted for all purposes under the Contract as of the Acceptance Date below.
IN WITNESS WHEREOF, Customer's duly authorized representatives has executed this Acceptance Certificate as of the Acceptance Date.
Customer: Sanford, City of
By:
Title: wema cere 1
Acceptance Date: a 'f . _
Page l of 1 T01950 Certificate of Acceptance V1.0 512010
I
pw
AXSA Imaging Solutions, Inc. Piggyback And Hybrid Contract (PBA 18119-39)
The City of Sanford ("City") enters this "Piggyback" Contract with Visual Edge,
Inc., doing business as AXSA Imaging Solutions, Inc., a Delaware corporate entity
("AXSA"), whose principal address is 3874 Highland Park NW, North Canton, Ohio,
44720 and whose local address is 2100 North Ronald Reagan Boulevard, Suite 1044,
Longwood, Florida 32750, authorized to conduct business in the State of Florida
(hereinafter referred to as the "Vendor'). The City and the Vendor agree as follows:
(1). The Purchasing Policy for the City of Sanford allows for "piggybacking"
contracts. Pursuant to this procedure, the City is allowed to piggyback an existing
government or government related contract, and there is no need to obtain formal or
informal quotations, proposals or bids. The parties agree that the Vendor has entered
contracts as follows:
(a). "Assignment Agreement" with the State of Minnesota; and
(b). "Participating Addendum" involving the State of Florida;
in .order for the Vendor to provide all goods and services relating to the procurement
various copiers and goods and services related thereto, as needed by the City, (said
original contracts being referred to as the "original governmental contracts").
(2). Additionally, it is noted that the City and the Vendor are under an
agreement pursuant to which AXSA accepted the obligations of relative to the
Business Technology Partners, Inc. contract with the City and the City accepted such
assignment and allowed AXSA to undertake and perform the obligations of Business
Technology Partners, Inc. under the Agreement between the City and Business
11
Technology Partners, Inc. That agreement will still be in place, until terminated, and
shall address procurements that occur thereunder.
(3). The City may procure goods and services, as appropriate, under any of
the aforementioned agreements pursuant to this Agreement and the agreement
referenced in paragraph (2) hereof.
(4). The original governmental contracts' documents are incorporated herein
by reference and is attached as Exhibit "A" to this contract. All of the terms and
conditions set out in the original governmental contracts are fully binding on the
parties and said terms and conditions are incorporated herein; provided, however,
that the City will negotiate and enter work orders/purchase orders with the Vendor in
accordance with City policies and procedures for particular goods and services.
(5). Notwithstanding the requirement that the original governmental
contracts is fully binding on the parties, the parties have agreed to modify certain
technical provisions of the original governmental contracts as applied to this Contract
between the Vendor and the City, as follows:
(a). Time Period ("Term") of this Contract: (state N/A if this is not applicable).
Mill—All
(b). Insurance Requirements of this Contract: (state N/A if this is not
applicable). N/A.
(c). Any other provisions of the original governmental contracts that will be
modified: (state N/A if this is not applicable). N/A.
(d). Address change for the City: Notwithstanding the address and contact
information for the government entity as set out in the original governmental contracts ,
2
the Vendor agrees that he/she/it shall send notices, invoices and shall conduct all
business with the City to the attention of City Manager, at: City of Sanford, 300 North Park
Avenue; Sanford, Florida 32771. The City Manager's designated representative for this
Contract is Marisol Ordonez, Purchasing Manager; Finance -Purchasing Division, City
Hall; City of Sanford, Florida; 300 North Park Avenue; Sanford, Florida 32771, telephone
number 407-688-5028, and whose e-mail address is Marisol.ordonez@sanfordfl.gov.
(e). Notwithstanding anything in the original governmental contracts to the
contrary, the venue of any dispute will be in Seminole County, Florida. Litigation between
the parties arising out of this Contract shall be in Seminole County, Florida in the Court
of appropriate jurisdiction. The law of Florida shall control any dispute between the parties
arising out of or related to this Contract, the performance thereof or any products or goods
and services delivered pursuant to such Contract.
(f). Notwithstanding any other provision in the original governmental contracts
to the contrary, there shall be no arbitration with respect to any dispute between the
parties arising out of this Contract. Dispute resolution shall be through voluntary and non-
binding mediation, negotiation or litigation in the court of appropriate jurisdiction in
Seminole County, Florida, with the parties bearing the costs of their own legal fees with
respect to any dispute resolution, including litigation.
(g). All the goods and services to be provided or performed shall be in
conformance with commonly accepted industry and professional codes and standards,
standards of the City, and the laws of any Federal, State or local regulatory agency.
(h).
3
(V. IF THE CQNTRACTORIVENOOR HAS QUESTIONS
REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, T0THE CONTRACTOR'S (VENDOR'S) DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT (407) 680-5012° TRACI
H0BCHIN,CITY CLERK, CITY OF SANFC}RD.CITY HALL, 3O0NORTH
PARK AVENUE, SANFORO, FLORIDA 32771'
TRACI'HOUCG{N@SANFOFKDFL'GOV'
(||). In order to comply with Section 119.0701. Florida Sbo/o/oo, public
records laws, the Vendor must:
(A). Keep and maintain public records that ordinarily and necessarily would
berequired bythe City inorder toperform the service.
(B), Provide the public with access topublic records onthe same terms and
conditions that the City would provide the records and at a cost that does not exceed
the cost provided in Chapter 119, Florida Statutes, ur000therwise provided bylaw.
(C). Ensure that public records that are exempt orconfidential and exempt
from public records disclosure requirements are not disclosed except as authorized
by law,
(C). Meet all requirements for retaining public records and tmnsfer, at no
onot, to the City all public records in possession of the Vendor upon termination of
the contract and destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. All records stored
4
electronically must be provided to the City in a format that is compatible with the
information technology systems of the. City.
(111). If the Vendor does not comply with a public records request, the City
shall enforce the contract provisions in accordance with this Agreement.
(IV). Failure by the Vendor to grant such public access and comply with public
records requests shall be grounds for immediate unilateral cancellation of this
Agreement by the City. The Vendor shall promptly provide the City with a copy of any
request to inspect or copy public records in possession of the Vendor and shall
promptly provide the City with a copy of the Vendor's response to each such request.
(i). All other provisions in the original governmental contracts are fully binding
on the parties and will represent the agreement between the City and the Vendor.
J -�
Entered this 0'S ;:day of May, 2019.
SIGNATURE BLOCKS FOLLOW:
Atte7
Peter Cohn
Secretary of Visual Edge, Inc.
Attest:
Traci Houchin, City Clerk, CMC, FCRM
Approved as to form and legal sufficiency.
William L. Colbert, City Attorney
5
Visual Edge, Inc.
By:
Austin E. Vanchieri
CEO/Direc r/Atgpt Secretary
Date: Lss
City of Sanford
By:
�k
Jeff Tripl yor
Date: & q
Exhibit "A"
[Attach original governmental contracts]
% tY OF
. AP
t
\�.Sx sFZ
FLORIDA
CI'T'Y COMMISSION MEMORANDUM 19^127.6
.TUNE 10, 2019 AGENDA
To: Honorable Mayor and Members of the City Commission
PREPARED BY: Bob Keegan, Network Operations Administra
SUBMITTED BY: Norton N. Bonaparte, Jr., City Manage
SUBJECT: Office Copier/Printer/Fax/Sean/Plotter - hardware lease and service
STRATEGIC PRIORITIES:
❑ Unify Downtown & the Waterfront
❑ Promote the City's Distinct Culture
❑ Update Regulatory Framework
❑ Redevelop and Revitalize Disadvantaged Communities
SYNOPSIS:
Approval of new City office copier, printer, fax, scan, and plotter equipment with a five-year lease
and service contract number- PBA 18/19-39 is requested.
FISCAL/STAFFING STATEMENT:
Funds designated for this expenditure are available in the FY 2019 budget. The service consists of
two parts: 1) a five year fixed lease cost, which is the purchase and finance price for 33 new
devices. The five year fixed lease cost is $234,610. 2) The service cost, which is variable, cost
based on current print usage. The five year projected variable service cost is $85,000. The total
projected 5 -year cost to the City is $319,512. Compared to the current lease and service costs, the
recommended solution represents an 8% decrease in the cost of this critical service. In addition to
cost savings, the new contract will include eight additional devices that include high-end scanners
and plotters, which necessitates immediate replacement of existing devices and eFax solution that
will replace older fax technology.
BACKGROUND:
The current lease and service contract is expired. It is five years old and having a negative impact
on support and customer down time. Newer equipment and technology will have several benefits,
such as performance and stability. Most importantly, new technology will provide a more secure
print environment from outside and inside intrusions such as ransomware. With this approval, the
City of Sanford will position itself to provide a more secure and a less expensive cost of ownership
for print/copy/fax/scan/plotter services. Staff recommends moving forward with a new lease and
service contract.
NASPO ValuePoint Cooperative Procurement Program- Computer Equipment Master
Agreement Administered by the State of Minnesota Master Agreement No. MNNVP-133
-MNWNC-115 Hewlett Packard Company, Master Agreement No. MNNVP-134-
MNWNC-115 Hewlett Packard Enterprise, hereinafter "Contractor" to and the State of
Florida Alternate Contract Source No. 43211500-WSCA-I5-ACS.
LEGAL. Rmew:
The City Attorney's office has drafted the assignment PBA Contract No. 18/19-39 and has no legal
objection to the procurement_
RECOMMENDATION:
It is staff's recommendation the City Commission approve the expenditure of $319,512 spread out
over five years to Visual Edge of Delaware, Inc., (dba: AXSA Imaging Solutions) for the City's
Copier/Print/Fax/Scan/Plotter services. A complete copy of the contract can be viewed in the City
Clerk's office.
SuGGEsTED MOTION:
"I move to approve payment in the amount of $319,512 over the next five years to Visual Edge of
Delaware, Inc., (dba: AXSA Imaging Solutions, Inc.) for the City's Copier/Print/Fax/Scan/Plotter
services.
Attachments: AXSA Imaging Solutions, Inc. Piggyback and Hybrid Contract (PBA 18/19-39)
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