2009-161ORDINANCE NO.
AN ORDINANCE AWARDING A CONTRACT TO PANASONIC FINANCIAL SOLUTIONS
FOR THE LEASE PURCHASE OF THIRTY (30) PANASONIC TOUGHBOOK PCS AND
ACCESSORIES FOR DENTON MUNICIPAL ELECTRIC (DME) AS AWARDED BY THE
STATE OF TEXAS GENERAL SERVICES COMMISSION, DEPARTMENT OF INFORMATION
RESOURCES (DIR CONTRACT DIR-SDD-531); PROVIDING FOR THE EXPENDITURE OF
FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 4352-PANASONIC
FINANCE SOLUTIONS/MUNICIPAL LEASE AGREEMENT #42209 IN THE AMOUNT OF
$27,726.00, THE FIRST OF SIX SEMI-ANNUAL PAYMENTS, FOR A TOTAL THREE-YEAR
LEASE IN THE AMOUNT OF $166)356.00).
WHEREAS, pursuant to Resolution 92-019, the State Purchasing Building and Procurement
Commission has solicited, received and tabulated competitive bids for the purchase of necessary
materials, equipment, supplies or services in accordance with the procedures of state law on behalf of
the City of Denton; and
WHEREAS, the City Manager or a designated employee has reviewed and recommended that
the herein described materials, equipment, supplies or services can be purchased by the City through
the Building and Procurement Commission programs at less cost than the City would expend if
bidding these items individually; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The numbered items in the following numbered purchase order for materials,
equipment, supplies, or services, shown in the "Purchase Orders" listed hereon, and on file in the
office of the Purchasing Agent, are hereby approved:
FILE
NUMER VENDOR AMOUNT
4352 Panasonic Finance Solutions $166,356
SECTION 2. By the acceptance and approval of the above numbered items set forth in the
attached purchase orders, the City accepts the offer of the persons submitting the bids to the Building
and Procurement Commission for such items and agrees to purchase the materials, equipment,
supplies or services in accordance with the terms, conditions, specifications, standards, quantities
and for the specified sums contained in the bid documents and related documents filed with the
Building and Procurement Commission, and the purchase orders issued by the City.
SECTION 3. Should the City and persons submitting approved and accepted items set forth
in the attached purchase orders wish to enter into a formal written agreement as a result of the City's
ratification of bids awarded by the Building and Procurement Commission, the City Manager or his
designated representative is hereby authorized to execute the written contract which shall be attached
hereto; provided that the written contract is in accordance with the terms, conditions, specifications
and standards contained in the Proposal submitted to the Building and Procurement Commission,
quantities and specified sums contained in the City's purchase orders, and related documents herein
approved and accepted.
SECTION 4. By the acceptance and approval of the above enumerated bids, the City Council
hereby authorizes the expenditure of funds therefor in the amount and in accordance with the
approved bids.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of 52009.
MARK A. BCRROUGHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
HU
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
4-ORD-File
Exhibit 2
Panasonic Finance %1uticns
Provided by CoActiv Capital Partners for Panasonic Computer SolLdions Company
Municipal Lease Agreement # 42209
Administration Center, 655 Business Center Drive, Horsham PA 19044
Fax To: 86654-3299. Page 1 of 2
Dear Customer: This Municipal Lease ("Lease") Is written in simple and easy4o-read language. Please read this Lease thoroughly and feel free to ask us any questions you may have about it. The words
YOU and YOUR refer to the Lessee. The words WE, US and OUR refer to the Lessor, CoActiv Capital Partners, Inc., a Delaware corporation.
Customer & Billing Contact Information
Lessee Full Legal Name: City of Denton
Billing Contact Person: Billing Contact Phone: (940) 349-7100
Billing Address: 901 Texas St. Ste. B City: Denton County: Denton State: TX Tip: 76209-4354
Equipment Location: 901 Texas St Ste B City: Denton County: Denton State: TX Zip: 762D9-4354
Equipment Description
Quantity Manufacturer Model Number Description Serial Number
See Attached Schedule A
Term/Lease Payment
Schedule
Term:
Security Deposit(Advance Payment
Lease End Provision
Base Lease Payment
Billing Cycle:
36 months
Fair Market Value
;27,726.00+
Semi-Annual
Security Deposit(s): N/A
Applicable Taxes
Advance Payment(s):
$27,726.00
(First Pmt in Advance + Applicable
taxes
Term/Conditions
IMPORTANT: NEITHER THE SUPPLIER NOR ANY SALESPERSON IS OUR AGENT. THEY HAVE NO AUTHORITY TO SPEAK ON OUR BEHALF OR MAKE ANY CHANGES TO THIS LEASE. THEIR
STATEMENTS WILL NOT AFFECT YOUR RIGHTS OR OBLIGATIONS UNDER THIS LEASE..
1. LEASE AGREEMENT; PAYMENTS: We agree to lease to you and you agree to lease from us the equipment listed above or identified in any attached Equipment Schedule ("Equipment Schedule'),
together with all replacements, parts, attachments, accessories and substitutions therefore ("Equipment"). You promise to pay us the Lease payments according to the terms of the Payment Schedule shown
above or any Equipment Schedule hereto, plus all other charges (see Sections 4, 9, 11, 13, and 19).
2. GENERAL TERMS; PAYMENT ADJUSTMENTS; EFFECTIVENESS: You agree to all the terms and conditions on page 1 and 2 of this Lease. This Lease is a complete and exclusive statement of our
agreement The Equipment will not be used for personal, family or household purposes. If the final cost of the Equipment varies from the estimate you or your supplier have provided to us, you agree that we
may adjust the Lease payment accordingly upward or downward up to 10%. You acknowledge recut of a copy of this Lease and acknowledge than, you have selected the Equipment and reviewed the
supply contract under which we will obtain the Equipment THIS LEASE IS NOT BINDING ON US AND WILL NOT COMMENCE UNTIL WE ACCEPT IT IN OUR OFFICES IN HORSHAM, PENNSYLVANIA,
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
Lease; including contract number, your legal name, serial numbers. Equipment location, and any information describing the Equipment Any security deposit you have given us is non-interest bearing and
may be used by us to cover any costs or losses we may suffer due to your default of this Lease. The security deposit Is refundable upon expiration of the Lease, provided all Lease terms and conditions have
been performed. You agree that any Purchase Order Issued to us covering the Equipment, is issued for purposes of authorization and your internal use only, and none of its terms and conditions shall modify
this Agreement. You agree to provide us your financial statements upon request Nothing In this Lease shall be construed to mean that you must pay any sum which exceeds that which may lawfully be
charged, and if there is such excess sum, it shall be applied to reduce the lawful amounts payable by you, and any excess shall be returned to you.
3. RENEWAL: Unless the Lease End Provision is $1.00, after the original Lease term expires this Lease will automatically renew for successive one month terms unless (a) you sand us written notice that
you do not want it to renew at least 60 days, but no more than 120 days, before the end of any term, or (b) following renewal we terminate this Lease upon 60 days prior written notice to you.
4. LATE CHARGES: OTHER CHARGES: The due date for your payments will be identified on your invoice. If any payment is not made when due, you agree to pay a late charge at the rate of 10% of such
late payment or $25, whichever is greater. You also agree to pay S25 for each returned check
5. EQUIPMENT OWNERSHIP: LOCATION: We are and shall remain the sole owner of the Equipment You agree to keep the Equipment free from liens and encumbrances. You will keep the Equipment only
at the address shown above and you will not move it from that address unless you get' our prior written consent The Equipment shall always remain personal property even though the Equipment may
become. attached or affixed to real property. If this Lease is determined not to be a true lease, you hereby grant us a security interest in the Equipment relating back to the date we purchased it
6. No WARRANTIES: WE ARE LEASING 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 Lease 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 counter-claims against us.
(Continued on Page 2)
Lessee Authorized Signature THIS LEASE MAY NOT BE CANCELED
Authorized Signer Date: I Print Name:
X X
Equipment Acceptance Certificate
You certify that all of the Equipment referred to in this Lease has been delivered and received by you, and that any and all Installation and setup up has been completed. You have examined the Equipment
and it is in good operating condition and is satisfactory to you and you have accepted the Equipment- This Lease cannot be modified or rescinded except by a writing signed by you and us.
ACCORDINGLY YOU AUTHORIZE US TO PURCHASE THE EQUIPMENT FOR YOUR USE.
Authorized Signer
X
APPROVED AS TO FORM:
CITY ATTORNEY
CITY OF DENTON, TEXAS
BY:
Continued from Page 1
7. LESSEE REPRESENTATIONS: You represent and warrant to us_ that you: (a) are a public
body corporate and polltic duly organized and existing under the laws of your Slate; (b) have
taken all requisite action are possess the requisite authority to execute this Lease; (c) have
fully budgeted and appropriated sufficient funds far the current fiscal year to make the Lease
payments herein: (d) gave compiled with all bidding requirements relating to the acquisition
of the Equipment: (e) have provided accurate financial information to us and wilt annually
provide us with financial statements, budgets, proofs of appropriation and other such
financial information that we may reasonably request: and. (f) will use the Equipment only for
essential governmental or proprietary functions within the permissible scope of your
authority.
8. MAINTENANCE: USE: INSTALLATION: You are responsible for installation and
maintenance of, and for any damage to. the Equipment You must service, repair and
maintain the Equipment at your expense h the same condition as when received, ordinary
wear and tear excepted, in compliance with all applicable taws and regulations, and in
compliance with all insurance policies and all manuals, orders. recommend tiers and
instructions issued by the manufacturer or vendor. You shall permit the Equipment to be
used b qualified personnel solely for business purposes and the purpose for which it was
designed. You will make no alterations or modifications to the Equipment without our prior
written consent. If the Equipment mal functions; is damaged, lost or stolen, you agree to
continue to make all payments due under this Lease.
9. INSURANCE; CASUALTY Until this Lease is paid in full and the Equipment has been
returned to us, you: will: (a) keep the Equipment insured under all risk property insurance
policies naming us as loss payee for the greater of the Remaining Balance (defined below) or
its full replacement value against all types of loss Including theft; and, (b) provide and
maintain comprehensive general public liability insurance naming u: as additional Insured. All
policies and insurers shall be acceptable to us and the, insurer(s) must agree to provide us at
least 30 days prior written notice of any material change, cancellation or non-renewal of
coverage. If you do not provide us with acceptable evidence of insurance, we may, but will
have no obligation to, obtain, insurance and add a charge to your monthly payment which will
include the insurance premium charged by our insurance provider, our then prevailing
insurance administration fee, together with interest on such amounts at the overdue rate
provided in Section 13. If the Equipment is damaged, you shall immediately repair the
damage at your expense. If any Equipment is lost, stolen or damaged beyond repair, you
shall at our option, (a) replace the same with like equipment in a condition acceptable to us
and convey, clear title to such equipment to us (such equipment will become Equipment
subject to this Lease), or (b) pay us the Remaining Balance. For purposes of this Lease,
"Remaining Balance" means the sum of (1) all amounts which are currently due to us under
this Lease, but are unpaid, plus (ii) the present value of the sum of all amounts to become
due during the Lease term plus the Lease End Provision price for the Equipment set forth
above. If the Lease End Provision price is FMV, then the Remaining Balance will be
calculated by reference to the expected FMV for the Equipment as of the and of the Lease
term, as reasonably anticipated by us at the commencement of the Lease. Upon, our receipt
of the Remaining Balance following the. loss or destruction of any Equipment, you shall be
entitled to whatever interest we have in such Equipment. In its then condition and location,
with out warranties bf any kind.
10. LIABILITY. WE ARE NOT RESPONSIBLE FOR ANY LOSSES OR INJURIES TO YOU
OR ANY THIRD PARTIES CAUSED BY THE EQUIPMENT OR ITS USE. You assume the
risk of liability for, and agree to indemnity, defend and hold us, our employees and agents,
harmless from and against (a) any and all liabilities, losses, damages, claims and expenses
(including attorneys' fees and legal costs) arising out of the manufacturer, purchase,
shipment and delivery of the Equipment to you, acceptance or rejection, ownership,
licensing. Titling, registration, leasing; possession, operation, use, return or other d1sposltion
of the Equipment; including but not limited to, any liabilities that may arise from patent or
latent defects in the Equipment, and any claims. based on strict tort liability, (b) any and all
loss or damage of or to the Equipment; and (c). any liability to the manufacturer or supplier
arising under any purchase orders issued by or assigned to us.
11. TAXES: PERSONAL PROPERTY TAX FEES: You agree to show the Equipment as
"Leased Property" on all personal property tax ("PPT") returns. You agree to pay us all PPT
assessed against the Equipment. During the term of your lease, we may charge you an
estimated PPT fee to offset PPT exposure on your leased Equipment This fee will be a
reasonable estimate of the expected tax liability, usually 90% of the PPT assessed for your
Equipment in the preceding tax year. We may also charge you an administrative fee of no
more than $12 per item of leased Equipment with each PPT bill to offset the costs associated
with the reporting, payment, and collection of actual or estimated PPT: 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 Lease, the Equipment or its use. 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 lease. You agree to reimburse us for
reasonable costs incurred in collecting or paying any taxes, assessments, charges, penalties
or fees.
12. ASSiGNPAENT: YOU MAY NOT SELL, PLEDGE, TRANSFER, ASSIGN OR SUBLEASE
THE EQUIPMENT OR THIS LEASE. We may sell, assign or transfer all or any part of this
Lease and/or the Equipment The new owner will have the same rights that we have. but you
agree you will not assert against the new owner any claims, defenses or set-off s that you
may have against us or any supplier.
13. DEFAULT DAMAGES : If you, or any guarantor of your obligations; (a) fail to make any
Lease payment within 5 days of 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, safe 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 Lease, you will be In default.. If you are in
default we may, but shall not be obligated to, do any or all of the following. (1) declare
immediately due and. payable the Remaining Balance and all unpaid amounts due under this
Lease, (ii) require you to immediately return all Equipment to us at your expense, (iii) with or
without notice, demand or legal process, re-take possession of the Equipment (and you
authorize us to enter upon the premises wherever the Equipment may be found), (iv) sell,
hold, use, lease or otherwise dispose of the Equipment, (v) Immediately terminate this Lease
ranrl env nfh- anroamantc wa have with vnul (vil annly anv nAmirity dnnosit
to reduce amounts due to us hereunder, and/or (vii) exercise any other remedies available
to us under applicable law. You agree to pay our actual attorneys' fees, plus all actual
costs, Inducting all costs of any Equipment repossession. Any payment or other amount
more than 30 days delinquent under this Lease shall accrue interest until paid at the
overdue rate of 1-112 per month, or the maximum amount permitted by applicable law,
whichever is less. If we dispose of the Equipment, we will apply the net proceeds of such
disposition to reduce the Remaining Balance and other amounts payable by you, and you
shall remain responsible for the payment of any deficiency. If the Lease End Provision price
Indicated on the face of this Lease a $1, and the net proceeds we recover following -.a
default is more than the Remaining Balance and other outstanding amounts payable by
you, we will give you the excess. You waive any notice of our repossession or disposition
of the Equipment. By repossessing any Equipment, we do not waive our right to collect.
any amounts due on this Lease. We will not be responsible to you for any consequential or
incidental damages. Our delay or failure to enforce our rights under this Lease will not
prevent us from doing so at a later time.
14. CHOICE OF LAW; JURISDICTION: VENUE; WAIVER OF JURY TRIAL: You and any
Guarantor hereto agree that this Lease will be deemed for all purposes to be fully executed
and performed In the State of Texas, and will be governed by Texas law. YOU AND ANY
GUARANTOR EXPRESSLY AND IRREVOCABLY AGREE TO: (a) BE SUBJECT TO
THE PERSONAL JURISDICTION OF THE STATE OF TEXAS IN ANY CONTROVERSY
THAT MAY ARISE RELATING TO THIS LEASE, ANY GUARANTY OR THE
EQUIPMENT. (b) ACCEPT VENUE IN ANY FEDERAL OR STATE COURT IN TEXAS
AND AGREE THAT SUCH COURT WILL BE A CONVENIENT PLACE FOR ANY TRIAL;
AND, (c) WAIVE ANY RIGHT TO A TRIAL BY JURY: 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 Lease with you and any Guaranty with
any Guarantor.
15. FINANCE LEASE; AMENDMENTS. YOUR OBLIGATION TO PAY ALL AMOUNTS
UNDER THIS LEASE IS ABSOLUTE AND UNCONDITIONAL. THIS LEASE IS A
"FINANCE LEASE" UNDER THE UNIFORM COMMERCIAL CODE AS ADOPTED IN
TEXAS ("UCC"), THIS LEASE MAY NOT BE AMENDED EXCEPT BY A WRITING
WHICH WE HAVE SIGNED. YOU WAIVE ANY AND ALL RIGHTS AND. REMEDIES
YOU MAY HAVE UNDER UCC 2A-508 THROUGH ZA•522; INCLUDING ANY RIGHT TO:
(a) CANCELTHIS LEASE; (b) REJECT TENDER OF THE EQUIPMENT: (c) 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 LEASE IF ANY PART OF THIS LEASE IS
INCONSISTENT WITH UCC 2A, THE TERMS OF THIS LEASE WILL GOVERN.
16. NOWAPPRIATiON; if you: 1) are not allotted funds for this Lease in the next fiscal
year, 2) have no funds for replacement equipment: and 3) have no funds from other
sources (1, 2 and 3 shall be hereinafter collectively referred to as "Non-Appropriation'/, you
may terminate this Lease at the end of the then current fiscal year. In such event. you shall
return the Equipment to us, at your sole expense. You shall not within a period of Norr
Appropriation, acquire by any means equipment similar to the Equipment. unless same
shall be leased from us.
17. 8038 FILING: You agree that you will timely file a Form 8038-GC (or, as necessary,
Form 8038-G), or any revised or renumbered form with the Internal Revenue Service in
accordance with Section 149(e) of the Code and the Regulations there under, and agree to
appoint us your Agent for the purpose of maintaining a book entry system as required by
Section 149(a) of the Code
18. END OF LEASE PROVISION: If you are not in default, you may at any time with 60
days prior written notice purchase all (but not less than all) the Equipment for a price equal
to the sum of all remaining payments to come due during the term (If any) plus the Lease
End Provision price indicated on the face of this tease plus any applicable sales taxes and
fees. Any Lease End Provision price for the Equipment designated above as "FMV" shall
be for Its fair market value in place and in use as reasonably determined by us ("FMV").
You must give us 60 days advance written notice of your intent to exercise this provision
unless the purchase is being made at the end of the term and the Lease End Provision is
$1.
19. EQUIPMENT RETURN: if you do not exercise the Lease End Provision at the end of
this Lease term, you will Immediately crate, insure and ship all, but not less than all, of the
Equipment, In good working condition, to us at a location and by means we designate, with
all expenses to be prepaid by you. You must give us 60 days prior written notice of your
intent to return the Equipment under this Section. You agree to pay a restocking fee not to
exceed $100 for each Item of Equipment which you return to us under this Section. You
must disassemble one pack, equipment for shipment in a manner authorized by the man-
ufacturer or its representative and provide for its reassembly at the return location in the
condition required by this Lease, at your expense. If you fail to return all of the Equipment
to us as agreed, you shall pay to us the regular Lease payments each month until all of the
Equipment is returned. If the Equipment is damaged when received by us or otherwise not
in the condition required upon return to us,. you agree to pay for all costs of repair or
restoration. You will also be responsible for any damage to the Equipment which occurs
during shipping.
20. FAX If we agree, you may transmit this Lease and related documents to us by telecopy
or facsimile ("twel. The fax version of this Lease and related documents shall constitute an
original of the documents and "best evidence" of the parties' agreement, and shall be
binding on you as If it were manually signed : and personally delivered.. You agree that the
fax document will be admissible in any legal action. To the extent this Lease constitutes
chattel paper under the UCC: a security interest in this Lease may be created through he
transfer and possession of a copy of this Lease manually executed by us without the need
to - transfer possession of any other fax or copy of this"Lease, or any other related
documents or instruments. We have no duty to verify or inquire as to the validity, execution,
signer's authority or any other matter concerning the propriety of any fax.
21. MISCELLANEOUS: If any provision of this Lease is unenforceable, invalid or illegal, the
remaining provisions will continue to be effective. You must bring any action against us
relating to this Lease within one year after the basis for the claim first arises, and In any
event not later than one year following termination of this Lease. Time is of the essence
with respect to the payment and performance of all of your obligations under this Lease.
22. MERGER: THE ABOVE TERMS AND CONDITIONS REPRESENT AND MERGE ALL
OF THE TERMS AND CONDITIONS INTO THIS LEASE THIS LEASE CANNOT BE
MODIFIED OR ALTERED UNLESS IT IS IN WRITING AND SIGNED BY ONE OF OUR
OFFICERS.
Authorized Signer
Lessee Full Legal Name: City of Denton
Tide: X
Indicate Purchasing Agent, Buyer, etc.
Slgned +;y: COAC V CAPITAL PARTNERS INC,
Date
l _
Lease Agreement, Page 2 of 2
Schedule A
This schedule supplements and is hereby incorporated by reference in Lease Schedule No.
42209, dated , 20 ("Schedule"j, to Lease Agreement dated by
and between Panasonic Finance Solutions ("Lessor") and City of Denton ("Lessee").
Otv Description I Serial Number
30 CF-19KHRC6AM Panasonic Tou hbooks
30 CF-19 Vehicle Mount
30 Quick Connect/Release Desktop Port Replicator
Equipment Location:
901 Texas St Ste B
Denton TX 76209-4354
A fax copy of this document shall be accepted as a legal binding agreement.
Panasonic Finance Solutions
Legal Name of corporation
655 Business Center Drive, Suite 250, Horsham, PA 19044
City of Denton
Phone 800 373-6304 FAX 267 960-4001
Signature
Signature
X
Print Name Title Date
Print Name Title Date
200 appdocpkg78/05