Océ Purchase Standing Order
.
lD MIAMI BEACH
~
PURCHASE I STANDING ORDER
INVOICING: "SHIP TO" ADDRESS WITH COPY TO:
CITY OF MIAMI BEACH, ACCOUNTS PAYABLE,
1700 CONVENTION CENTER DRIVE, MIAMI BEACH,
FLORIDA 33139.
City of Miami Beach, Procurment Division
1700 Convention Center Drive, Miami Beach, Florida 33139
Telephone: (305) 673-7490
Fax: (305) 673-7851
BLANKET PO NUMBER
34699-1 M
PAGE
20F 2
IVENDOR 10#
34699
DATE ORDERED DATE REQUIRED
5/19/2006 10/1/2006
Revision # 1 : 7/31/2006
5
H
I
P
CENTRAL SERVICES
1700 CONVENTION CTR DRIVE
15T FLOOR
MIAMI BEACH FL 33139
V
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o
R
OCE NORTH AMERICA, INC.
16215 N.W. 15TH AVENUE
BOCA RATON, FL 33487
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CONTACT PERSON PHONE # DEPARTMENT
MART A FERNANDEZ RUBIO 305-673-7000 x6266 PURCHASING
TERMS SHIP VIA F.O.B.
30 DAYS BEST DESTINATION
COMMENTS: THE PURCHASE ORDER NUMBER MUST APPEAR ON ALL INVOICES AND SHIPPING DOCUMENTS. YOU MUST ALSO STATE
YOUR PROMPT PAYMENT TERMS ON YOUR INVOICE (I.E. 2% 10. FAILURE TO SUBMIT INVOICES AS STATED HEREIN WILL RESULT IN A
DELAY IN THE PAYMENT PROCESS. SEE REVERSE FOR ADDITIONAL TERMS AND CONDITIONS.
QUANTITY UNIT
DESCRIPTION
UNIT PRICE EXTENDED PRICE
1 Equipment Decription:
(1) Oce VarioPril'lt 2100 with dual tray and external
fmishing interface, BLM 6100 Trimmer and Square Fold
Module, Oce DockWorks Pro Software and Server,
Oce Scan Logic Software. 200,000 monthly
impressions included. Overage at $0.0037 per impression.
Lease PaymeRt:"2.8n.99fmnnt~6~j - - 0 K
,;:;.-,.~"...t~ . . t~;..;;/
(1) Oce CPS800 with 01:l MB rhemOry, 960 Controller,
20,000 monthly impressions included. Overage fit
~ $0.08 per color impression and $0.018 per Black
, impression.
Lease Payment: $3,288.00/month.
Lease Plan includes all maintenance supplies (toner
and staples) for VP211 0 and CPS800.
Staples for BLM 6100 booklet maker billed separately.
Delivery, Installation, Implementation, and Training
included.
TOTAL
.$417,S99.86""
Issued by.
Reviewed by: _ Procurement Directo
U.S. TREASURY DEPT. TAX EXEMPTION UNDER REG. NO. F59-6000372
/ S1ATE OF FLORIDA TAX EXEMPTION CERTIFICATE 23-09-329871-54C
.'
~
OFSI Origination office:
OFSI Administrative office:
Oce Financial Services,
State and Local Agreement
Inc.
5450 Cumberland Avenue Chicago IL 60656
5600 Broken Sound Blvd. Boca Raton FL 33487
Contract No: Attachment to City
City Of Miami Beach Purchase
Order Number: 34699-1MOated:
5/19/2006
Customer Billing and Contact Information Equipment Installation Information
Customer Full Legal Name: City of Miami Beach Customer Full Legal Name: Citv of Miami Beach
DBA: DBA:
Contact Name: Accounts Pavable Contact Name: Central Services
Contact Phone: 305.673.~~Q5'Email: Contact Phone: 305.673.7480 Email:
Address: 1700 Convention Center Drive Address: 1700 Convention Center Drive
Address: Address:
City: Miami Beach County: Miami Dade City: Miami Beach County: Miami Dade
State: Florida Zip: 33139 State: Florida Zip: 33139
Federal Tax 10# 23-09-329871-54C
Contract and Payment Terms ..
Rental Payment Rental Term Number of Billing Cycle End of Term For equipment detail, please see the equipment description exhibit A.
In Months Payments Me J Qtr1y J Semi-Ann f Ann. Purchase Ootion
$ 6,960.00 60 60 Monthly FMV
IMPORTANT: All Rental Payments will be adjusted to include applicable taxes.
Dear Customer: This Contract is written in simple and easy to read language. The words YOU and YOUR refer to the Customer as the Lessee. The
words WE, US and OUR refer to the Lessor, Oce Financial Services, Inc.
1. CONTRACT: We agree to rent to you and you agree to rent from us the equipment, software and services ("Equipment") listed above or identified In any attached equipment
schedule ("Contract"). You promise to pay us the Rental Payments according to the terms of the payment schedule shown above or on any equipment schedule hereto. The
Equipment will be used for business andlor commercial purposes and will not be used for personal, family or household purposes.
2. START OF CONTRACT; DUE DATE OF RENTAL PAYMENTS: The rental term ("Rental Term") shall be for the period specified herein and shall start when the Equipment is
ready for commercial operation, but in no event later than 30 days after delivery of the Equipment ("Rental Start Date"). You agree to inspect the Equipment upon delivery and
verify by telephone or in writing such information as we may require. For the Rental Term, you agree to pay the Rental Payments for the number of payments ("Number of
Payments") specified herein. The first Rental Payment will be due on the first day of the month immediately following the Rental Start Date ("Regular Payment Date") and the
remaining Rental Payments will be due on the same day of each consecutive Billing Cycle thereafter for the duration of the Rental Term. You agree to remit to us the Rental
Payment and all other Rental Charges when due at the address we provide to you. Rental Payments are due whether or not you are invoiced. For any payment that is not
received by its due date, you agree to pay a late charge equal to a finance charge of 1.5% per month on any delinquent balance (not to exceed the maximum amount permitted by
law).
3. RENTAL CHARGES. You agree to: (a) pay Rental Payments and applicable taxes when due; (b) pay all costs and expenses associated with the use, maintenance, servicing,
repair or replacement of the Equipment; (c) pay all insurance premiums and other costs of insuring the Equipment; (d) reimburse us for all costs and expenses (including reasonable
attorneys' fees and court costs) incurred in enforcing this Contract; and (e) pay all other costs and expenses for which you are obligated under this Contract. You agree, at our discretion,
to either (1) reimburse us annually for all personal property and other similar taxes and governmental charges associated with the ownership, possession or use of the Equipment, or (2)
remit to us each Billing Cycle our estimate of the pro-rated equivalent of such taxes and governmental charges. We may take on your behalf, any action required under this Contract that
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 return check or non-suffICient funds charge of $25 for any check that is
retumed by the bank for any reason (not to exceed the maximum amount permitted by law).
The terms of this Contract should be read carefully because only those terms in writing are enforceable. You agree to comply with the terms and conditions of this Contract and
understand that this Contract cannot be cancelled or terminated by Lessee except as expressly provided herein. You certify that all the information contained in this contract and
your application was correct and compete when this Contract was signed. You have selected the Equipment based on your own judgment and we have no responsibility as to the
satisfactory performance or maintenance of the Equipment.
Neither the supplier nor any of its salespersons are our agent. They have no authority to speak on our behalf or make any changes to the Contract. The Contract may not be
modified unless in writing and signed by both parties. By signing below, you (a) certify that you have read the entire Contract, (b) that neither we nor our representatives have
made any agreements or representations except as set forth herein or in the equipment schedule and (c) you are duly authorized to execute the Contract on behalf of your
organizatiOn. This Contract shall become effective and legally binding as soon as (a) it is signed by you and it is countersigned by us or (b) upon any shipment of Equipment rented
pursuant to this Contact, whichever occurs first.
Customer Authorized Signature Accepted by Lessor:
Customer Name: City of Miami Beach Name: Oce Financial Services, Inc.
Authorized Signature: Authorized Signature:
Name (print): Name (print):
Title: Date: Title: Date:
Page 1 of 4
OFSI S&L 013105
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4. EQUIPMENT OWNERSHIP: We are and shall remain the sole owner of the Equipment. You agree to keep the Equipment free from liens and encumbrances. The Equipment shall
always remain personal property even though the Equipment may become attached or affixed to real property. If this Contract is determined to be a secured iease, you hereby grant us a
security interest in the Equipment and all acceSSions, attachments, replacements, substitutions, modificatIons and additions thereto, now or hereafter acquired, and all proceeds thereof
(Including insurance proceeds).
5. REPRESENTATIONS, COVENANTS: You represent and warrant that all customer information provided in this Contract and any associated documents are true, accurate and
complete. You understand and agree that the information you have provided to us about you and your organization is material to our decision to enter Into this transaction with you, that
you have provided us with information about you and your organization in order to induce US to enter into this transaction and that we have relied upon the information you have provided
to us about you and your organization to agree to enter into this transaction. You agree to inform us in advance of any change in the status or type of your organization, state of
organization, organization 10 number or FEIN. Upon our reasonable request. you will provide us with recent audited financial statements and other organization documentation, You
hereby represent and warrant to us that your exact legal name is as set forth on the first page of this Contract. You will not change your legal name in any respect without giving thirty-
days (30) prior written notice to us.
6. NO WARRANTIES: WE ARE RENTING THE EQUIPMENT TO YOU "AS IS" WITH NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CONDITION, OR THE QUALITY OF THE MATERIAL OR WORKMANSHIP. WE ARE NOT
RESPONSIBLE FOR ANY REPAIRS OR SERVICE TO THE EQUIPMENT OR ANY DEFECTS OR FAILURES IN OPERATION. We assign to you for the term of this Contract any
transferable manufacturer or supplier warranties. We are not liable to you for any breach of those warranties. You agree that upon your acceptance of the Equipment, you will have no set-
offs or counterclaims against us.
7. USE, MAINTENANCE AND REPAIR. You will keep the Equipment only at the address shown in the Contract and you will not move it from that address unless you get our prior
written consent. You agree to: (a) keep the Equipment in your exclusive control and possession; (b) use the Equipment solely for the purpose for which it was designed and in conformity
with all insurance requirements, manufacturer's instructions and manuals; (c) keep the Equipment repaired and maintained in good working order and as required by the manufacturer's
warranty, certification and standard full service maintenance contract; and (d) give us reasonable access to inspect the Equipment and its maintenance and other records; (e) not install
any accessory or device on the Equipment if such (i) is not readily removable. or (ii) will impair the originally intended function or use of such Equipment. All options, additions, repairs,
parts, accessories, equipment and devices attached to the Equipment that are not readily removable, shall become our property.
8. LOSS OR DAMAGE. If any item of Equipment is lost, stolen or damaged you will, at your option and cost, either. (a) repair the item in accordance with Section 7 (c) above or replace the
item with a comparable item from the same manufacturer reasonably acceptable to us; or (b) pay us the sum of: (i) all past due and current Rental Payments and Rental Charges, (i1) the
present value of all remaining Rental Payments and Rental Charges for the item, discounted at the rate of 6% per annum (or the highest rate permitted by law, whichever is higher) and (iii) the
End of Term Purchase Option. We will then transfer to you all our right, title and interest in the Equipment AS-IS AND WHERE-IS, WITHOUT ANY WARRANTY. Insurance proceeds shall be
applied toward repair, replacement or payment hereunder, as applicable.
9. INSURANCE: Until this Contract is paid in full and the Equipment has been returned to us, you will: (a) keep the Equipment insured for its full replacement value against all types of
loss, including theft, flood and earthquake coverage, and name us as loss payee; and, (b) provide and maintain acceptable comprehensive general public liability insurance,
Notwithstanding, the parties acknowledge that the Customer is self insured with respect to the Equipment in in satisfaction of the requirements under this section.
10. LIABILITY: You are responsible for all losses, damage, claims, infringement claims, injuries and attomeys' fees and costs ("Claims"), incurred or asserted by any person, in any manner
relating to the Equipment, including its use, condition or possession. We shall not be liable for any claims and Customer should obtain indemnification for any such claims from the seller of the
affected Equipment. This indemnity continues beyond the termination of this Contract, for acts or omissions that occurred during the Rental Term. You also agree that this Contract has been
entered into on the assumption that we will be entitled to certain tax benefits available to the owner of the Equipment. In the event of any such loss. we may increase the Rental Payments and
other amounts due, to offset any loss of tax benefits.
11. TAXES: PERSONAL PROPERTY TAX FEES: If applicable You agree to reimburse us for applicable sales and/or use tax and all other taxes, fees, fines and penalties which may be
Imposed, levied or assessed by any federal, state or local government or agency which relate to this Contract, the Equipment or its use (excluding, however, any taxes based on our net
income). Fines and penalties will be limited to any incurred as a result of your failure to act in accordance with federal, state and local tax laws and codes and/or the terms of this Contract.
You agree to reimburse us for reasonable costs and an administrative fee incurred in collecting or paying any taxes, assessments, charges, penalties or fees. Per Section 2 above, You
will be responsible for reimbursement of any Property Taxes incurred by Us.
12. ASSIGNMENT: You may not assign or dispose of any rights or obligations under any portion of this Contract; nor shall you sub-lease the Equipment without our prior written consent.
We may, without notifying you, (a) assign this Contract or our interest in the Equipment; and (b) release information we have about you and this Contract to the manufacturer, supplier or
any prospective investor, participant or purchaser of this Contract. Any such information shall be deemed confidential by the recipient and us. If we do make an assignment under
subsection 12(a) above, our assignee will have all of our rights under this Contract, but none of our obligations. You agree not to assert against our assignee claims, offsets or defenses
you may have against us.
13. DEFAULT: DAMAGES: If you (a) fail to make any Rental Payment or Rental Charge when due; or (b) become insolvent or commence bankruptcy or receiverShip proceedings or
have such proceedings commenced against you; or (c) terminate your existence by merger, consolidation, sale of substantially all your assets; or (d) default under any other agreement
you have with us or our affiliates, or (e) otherwise breach any warranty, covenant or provision of this Contract, we may accelerate the remaining balance due on this Contract and demand
the immediate return of the Equipment to us. If you do not return the Equipment to US within ten (10) days of our notice of your default, you will also pay the End of Term Purchase Option
stated herein. We may also use any remedies available to us under the Uniform Commercial Code or any other applicable law. To the extent permitted by law, you waive (i) any notice of
our repossession and/or (ii) any requirement for us to dispose of the Equipment or otherwise mitigate our damages. By repossessing any Equipment. we do not waive our right to collect
the balance due on this Contract.
14. WAIVER: Our delay or failure to enforce our rights under this Contract will not prevent us from doing so at a later time.
15. CHOICE OF LAW; JURISDICTION: VENUE; NON-JURY TRIAL, LIMITATION OF LIABILITY: You and any Guarantor hereto agree that this Contract will be deemed for all purposes
to be fully executed and performed in the State of Florida and will be governed by Florida law. YOU AND ANY GUARANTOR EXPRESSLY AND IRREVOCABLY AGREE (a) that any
and all legal disputes whatsoever concerning this Contract, must be brought in the State or Federal courts located in Miami Dade County, Florida and that such courts shall have the
exclusive jurisdiction and authority to resolve such disputes; (b) to submit to the jurisdiction of the State and Federal courts located In Miami Dade County, Florida, for purposes of
resolving legal disputes concerning this Contract, and to waive any and all objections to personal jurisdiction andior to venue: and (c) to waive any right to trial by jury in legal
disputes concerning this Contract. . You and any Guarantor further acknowledge and agree that subsections (a) through (c) are conditions precedent to and are material inducements to
our entering into this Contract with you and any Guaranty with any Guarantor. NEITHER PARTY, SHALL BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR LOSS OF USE, REVENUE OR PROFIT. OR FOR INDIRECT. SPECIAL, PUNITIVE, EXEMPLARY, LIQUIDATED,
INc:lDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE, OR FOR DAMAGES SUFFERED OR CLAIMED TO HAVE BEEN
SUFFERRED BY ANY THIRD PARTY INCLUDING YOUR CUSTOMERS, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH
DAMAGES. OUR MAXIMUM LIABILITY TO YOU FOR ANY CLAIM FOR DAMAGES RELATING TO OUR PERFORMANCE OR NON-PERFORMANCE UNDER THIS CONTRACT
SHALL BE LIMITED TO THE LESSER OF $100.000 OR THE AMOUNT PAID BY YOU FOR THE ITEM WHICH IS THE SUBJECT OF THE CLAIM.
16. FINANCE LEASE, AMENDMENTS: YOUR OBLIGATION TO PAY ALL AMOUNTS UNDER THIS CONTRACT IS ABSOLUTE AND UNCONDITIONAL. THIS CONTRACT IS A
"FINANCE LEASE" UNDER THE UNIFORM COMMERCIAL CODE ("UCC"). THIS CONTRACT MAY NOT BE AMENDED EXCEPT IN WRITING THAT WE HAVE SIGNED. YOU
WAIVE ANY AND ALL RIGHTS AND REMEDIES YOU MAY HAVE UNDER UCC 2A-50B THROUGH 2A-522, INCLUDING ANY RIGHT TO: (a) CANCEL THIS CONTRACT; (b)
REJECT TENDER OF THE EQUIPMENT; (e) REVOKE ACCEPTANCE OF THE EQUIPMENT; (d) RECOVER DAMAGES FOR ANY BREACH OF WARRANTY; AND (e) MAKE
DEDUCTIONS OR SET-OFFS. FOR ANY REASON, FROM AMOUNTS DUE US UNDER THIS CONTRACT. IF ANY PART OF THIS CONTRACT IS INCONSISTENT WITH UCC 2A,
THE TERMS OF THIS CONTRACT WILL GOVERN.
17. RETURN OF EQUIPMENT. If you are in default, or you do not purchase the Equipment at the end of the Rental Term (or any annual renewal term), you shall return all of the
Equipment, freight and insurance prepaid at your cost and risk, to wherever we indicate in the continental United States, with all manuals and maintenance logs, in good working order
and condition (except for ordinary wear and tear from normal use). The equipment shall be packed and shipped by the manufacturer or supplier, freight and insurance prepaid at your
cost and risk. In addition, you shall pay an inspection, restocking and handling fee of $250, not to exceed the maximum permitted by law, as reasonable compensation for our costs in
processing returned equipment. You will pay us for any ioss in value resulting from your failure to maintain the Equipment in accordance with this Contract. missing components, or for
damages incurred in shipping and handling.
18. UCC FILINGS: You authorize us to file UCC financing statements, and any amendments thereto, to show our interest in the Equipment and any proceeds. You authorize us to insert
or correct missing information on this Contract. including contract number, your legal name. serial numbers, Equipment location, and any information describing the Equipment.
19. MISCELLANEOUS: You agree that any Purchase Order issued to us covering the Equipment or Contract. is issued for purposes of authorization and your internal use only, and none of its
terms and conditions shall modify this Contract. Once you sign this Contract, you may deliver the signed Contract to us by facsimile or electronic transmission. By delivering the signed
Contract to us by facsimile or electronic transmission, you intend and agree that such facsimile or electronic transmission shall constitute an original of the Contract. shall be legally
binding on you as if the Contract were manually signed by you and personally delivered to us, shall be the best evidence of the Contract and shall be admissible in any legal
proceeding. We shall have no duty or obligation whatsoever to verify or inquire as to the validity, execution, signor's authority or any other matter concerning the propriety of the
facsimile or electronic transmission. The Contract may not be modified or amended except in writing signed by both parties. Notices, requests or other communications required under
Page 2 of 4 OFSI S&L 013105
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the Contract to be sent to either party shaH be in writing and shall be hand. overnight courier or certified mall. You agree te service of process by certified mail at your address above in
connection with any legal action brought by Oce. If any proviSion of this Contract is unenforceable, invalid or illegal, the remaining provisions will continue to be effective.
20. END OF TERM OPTIONS. At the end of the Rental Term and upon 90 days prior written notice to us. you shall either (a) return all of the Equipment in accordance with Section 17
above, or (b) purchase all of the Equipment AS-IS AND WHERE-IS, WITHOUT ANY WARRANTY, for the End of Term Purchase Option price stated herein, plus applicable sales and
other taxes. If we do not receive 90 days pnor written notice, this Contract shall automatically be renewed for a non-cancelable renewal term of one-year, and you shall pay us the same
Rental Payments and Rental Charges applicable during the Rental Term. In this Contract if the End of Term Purchase Option is FMV, the "FMV' or 'Fair Market Value" of the Equipment
means its fair market value at the end of the Rental Term, assuming good order and condition (except for ordinary wear and tear from normal use), as reasonably estimated by us.
21. COST PER IMPRESSION PROGRAM (if applicable): As part of the Rental Payment, you are entitled to a Copy Allowance of the number of impressions speCified herein. If the PER
FOOT PRICING option has been selected; all Print Charges will be billed on a per foot basis, with each linear or square foot equal to one impression. We are acting solely as an
administrative agent for the supplier, Oce North America, Inc. in the billing and collection of these Print Charges. Additional charges for the Cost per Impression program may be invoiced
for the following: (a) if you use more than the Copy Allowance in a given period, you will pay an additional charge and such charge will be invoiced by and payable to Oce North America,
Inc; (b) if Oce North America, Inc. determines that you have used more than 10% over the manufacturer's recommended specification for supplies, you agree to pay reasonable charges
for those excess supplies directly to Oce North America, Inc: (c) upon 30 days prior written notice, Oce North America, Inc. may annually increase the portion of your Rental Payment
allocated for the maintenance of the Equipment; such increase in anyone year shall not be more than ten percent over the previous years' maintenance charges; however, if you selected
the Oce North America, Inc. FIXED PRICE PLAN, Oce North America, Inc. will forego its right to increase the maintenance component throughout the initial Rental Term.
22. GOVERNMENT CUSTOMER TERMS
(a) Representations. You hereby represent and warrant to us the following:
You are a State, possession of the United States, the District of Columbia, or political subdivision thereof as defined in Section 103 of the Code and Treasury
Regulations and Rulings related thereto. If you are incorporated, you are duly organized and existing under the Constitution and laws of the jurisdiction of
incorporation and will do or cause to be done all things necessary to preserve and keep such organization and existence in full force and effect;
ii. You have been duly authorized by the Constitution and laws of the applicable jurisdiction and by a resolution of its governing body (which resolution. if requested by
us, is attached hereto), to execute and deliver this Contract and to carry out its obligations hereunder;
iii. All legal requirements have been met, and procedures have been followed, including publiC bidding, in order to ensure the enforceability of this Contract;
iv. The Equipment will be used by you only for your essential governmental or proprietary functions consistent with the scope of your authority and will not be used in a
trade or business of any person or entity, by the federal government or for any personal, family or household use. Your need for the Equipment is not expected to
diminish during the Rental Term.
(b) Non-Appropriation. You state that it is your intent to make all Rental Payments and Rental Charges required under this Contract. In the event that (i) through no action
initiated by you, your legislative body does not appropriate funds for the continuation of the Contract for any fiscal year after the first fiscal year and has no funds to do so
from other sources and (ii) you have made a reasonable but unsuccessful effort to find a viable assignee within your general organization who can continue this
Contract, this Contract may be terminated. To effect this termination, you shall, 30 days prior to the beginning of the fiscal year for which your legislative body does not
appropriate funds, send us written notice stating that your legislative body failed to appropriate funds and that you have made the required effort to find an assignee.
Your notice must be accompanied by payment of all sums then owed us under the Contract. You shall return the Equipment in accordance with the Contract and certify
that, when returned, the Equipment will be free of all liens and encumbrances. You will then be released from your obligations to make any further payments to us under
this Contract (and we wilt retain all sums paid to date).
(c) Tax Treatment. If the End of Purchase Option is $1we have accepted this contract on our basis claiming any interest paid by you as exempt from our federal income tax
under section 103(c )of the internal revenue code of 1986. Should we loose the benefit of this exemption as a result of your failure to comply with or be covered by
section 103 (c ) or it's regulations, then, subject to the availability of funds and upon demand by us, you shall pay us an amount equal to it's loss in this regard. At the
time of your execution of this contract, you shall provide US with a properly prepared and executed copy of US Treasury Form 8038 or 8038-GC.
(d) Title: If the End of Purchase Option is $1, Section 4 is amended to transfer title to the Equipment on the Rental Start Date. Upon any Default or previous termination by
you, title shall revert to us free of any of your right. title or interest, and without any further act of conveyance. Thereafter, you shall have no right, title or interest in the
Equipment or any additions, repairs, replacements or modifications thereto except as expressly set forth in this Contract.
23. REPLACEMENT/MODIFICATION OF PRIOR AGREEMENT (if applicable). This Contract wilt replace or modify a prior agreement between you and us covering the specified
equipment. If it is a replacement contract, the prior agreement shall be null and void; if it is a modification, the prior agreement shall remain in effect except that any new terms presented
in this modification agreement (e.g.. price, duration configuration) shall take precedence over the prior terms for the balance of the Rental Term. In addition, modifications requiring a
reamortization of your payments may include a one-time administrative/processing charge which wilt appear on your first bill under this revised arrangement. If applicable, we have
refinanced the balance of your prior Oce or third-party agreement and this shall be paid for through your Rental Payment. If your prior agreement is with a third-party, you hereby
acknowledge that you have the right to terminate the agreement and agree to prOVide a statement from the third-party identifying the equipment at issue and the amount to be paid off
(as well as a statement from you identifying the payee, mailing address and due date for your payoff check). If your prior agreement was with Oce, the use of this refinance option shall
render your prior agreement null and void. If you default until this Contract, the full amount of your prior agreement balance shall be immediately due and payable.
24. NON-OCE EQUIPMENT; WE ARE A FINANCIAL INTERMEDIARY (if applicable). You are renting specifically identified products that were selected by you and that are not sold
by Oce North America Inc. in the normal course of its business. With regard to these products, you agree that we are renting them to you "As Is" and without warranty or liability (either
direct or indirect) of any kind. As such, and with regard to these products, YOU HEREBY WAIVE THE IMPLIED WARRANTY OF MERCHANTABILITY. We assign to you, to the extent
assignable, any warranty rights we have to these products (which rights shall revert to us if you breach this agreement). You agree (a) that these products are not covered by Oce North
America's obligation to provide maintenance services; (b) to maintain a separate service agreement for these products with a service provider acceptable to us throughout this Rental
Term; (c) to pay all personal property taxes related to these products; and (d) to assign to us any rights you have to these products until title passes from us to you (which, subject any
software licenses surrounding the acquisition of these products, shall occur when you obtain title to all Equipment covered by this Contract). .
25. FINANCED SOFTWARE TOTAL (if applicable). The initial license fees for any application software set forth in this Contract shall be paid for through your Rental Payment. (a) If
you breach the Oce North America software license or any of your obligations regarding the Equipment. the full amount of the initial license fees shall be immediately due and payable;
(b) you acknowledge that (i) all software is furnished to you under one or more license agreements governing your rights thereto; (ii) the Contract does not convey any explicit or implicit
license for the use of Software or other intellectual property relating to the Equipment; and (iii) we do not hold title to any Software and you warrant that at the date of entry in the related
Contract you shall be the licensee of such software directly from the licensor; (c) you shall not amend, modify or otherwise alter, any term or condition of any license agreement,
including, without limitation, any such term or condition related to (i) payment of any amounts due thereunder; (ii) any liabilities or your obligations as licensee.
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OFSI S&L 013105
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8
Oce Financial Services, Inc.
Exhibit A: Equipment Schedule to State and Local Agreement
OFSI Origination office:
OFSI Administrative office:
5450 Cumberland Avenue Chicago IL 60656
5600 Broken Sound Blvd. Boca Raton FL 33487
Contract No: Attachment to City
City Of Miami Beach Purchase
Order Number: 34699-1M Dated:
5/19/2006
Product/Equipment Supplies Detail
Manufacturer Item i Description
1. , (1) Oce CPS800
2. , (1 ) Oce VarioPrint 2100
3. , (1) Oce BLM6100 for VP21 00
4. , (1) Oce Doc Works Pro Base Module and Server
,
i
,
.
.
!
.
.
Payment Schedule (If step lease)
Payment Number 1
Payment Number
Payment Number
Payment Number
Payment Number
To
To
To
To
To
60
$ 6,960.00
Comments
Monthly Maintenance Charges are included in the Monthly Lease Payment.
Supplies (toner and staples) are included for the VarioPrint 2110 and CPS 800. Staples for the BLM 6100 booklet maker are billed separately.
Maintenance coverage shall be 5 x 8.
City of Miami Beach 7/27106; 7/31/06 JKS
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OFSI S&L 013105
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e MIAMIBEACH
PURCHASE I STANDING ORDER
INVOICING: "SHIP TO" ADDRESS WITH COPY TO:
CITY OF MIAMI BEACH, ACCOUNTS PAYABLE,
1700 CONVENTION CENTER DRIVE, MIAMI BEACH,
FLORIDA 33139.
City of Miami Beach, Procurment Division
1700 Convention Center Drive, Miami Beach, Florida 33139
Telephone: (305) 673-7490 Fax: (305) 673-7851
BLANKET PO NUMBER PAGE
34699-1 M 1 OF 2
DATE ORDERED DATE REQUIRED
5/19/2006 10/1/2006
Revision # 1: 7/31/2006
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34699
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CENTRAL SERVICES
1700 CONVENTION CTR DRIVE
15T FLOOR
MIAMI BEACH FL 33139
OCE NORTH AMERICA, INC.
16215 N.W.15TH AVENUE
BOCA RATON, FL 33487
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CONTACT PERSON PHONE # DEPARTMENT
MART A FERNANDEZ RUBIO 305-673-7000 x6266 PURCHASING
TERMS SHIP VIA F.O.B.
30 DAYS BEST DESTINATION
COMMENTS: THE PURCHASE ORDER NUMBER MUST APPEAR ON ALL INVOICES AND SHIPPING DOCUMENTS. YOU MUST ALSO STATE
YOUR PROMPT PAYMENT TERMS ON YOUR INVOICE (I.E. 2% 10. FAILURE TO SUBMIT INVOICES AS STATED HEREIN WILL RESULT IN A
DELAY IN THE PAYMENT PROCESS. SEE REVERSE FOR ADDITIONAL TERMS AND CONDITIONS.
QUANTITY UNIT DESCRIPTION
THIS IS A REVISED PO
1 Blanket purchase order for the lease of Printing
equipment for the Central Services Department.
Pricing per State of Florida Contract 250-000-03.
UNIT PRICE EXTENDED PRICE
$417,600.00
Notwithstanding any other written or oral terms and
conditions of this Purchase Order and/or the State of
Florida Contract 250-000-03, the terms and conditions
of the OFSI State and Local Agreement (Attachment
to this Purchase Order Number 34699-M, dated
5/19/06) hereby attached, shall exclusively govern this
Purchase Order.
Term of Lease: 60-month Fair Market Value Lease.
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Issued b<;11 F- Reviewed by: _ Procurement Directorl/
The estimated delivery date of the Equipment is
8/24/06. Per Trial agreement T514118, a trial period
will commence upon Equipment installation completion
and acceptance by the City of Miami Beach, and
terminate 30 days thereafter. Lease to commence
after completion of the trial period, no earlier than
October 1,2006.
TOTAL
U.S. TREASURY DEPT. TAX EXEMPTION UNDER REG. NO. F59-6000372
STATE OF FLORIDA TAX EXEMPTION CERTIFICATE 23-09-329871-54C