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HomeMy WebLinkAboutLease Financing Agreement for Mobile Hardware Lease of Thirty (30) iPads, Three (3) iPad Minis, and Seven (7) Surface Tablets with Docks and Keyboards – AT&T Capital Services, Inc..' 1316 CouNTY-CITv BUILDING PHONE 574/ 235-9251 227 W. JEFFERSON BOULEVARD 65, k R [ ,M11.'.l �* j FAX 574/ 235-9171 *` SOl)TH BEND. INDIANA 4660I -1 83O ;�• .�y f- a'k CITY OF SOUTH BEND JAMES MUELLER, MAYOR BOARD OF PUBLIC WORKS February 11, 2020 Ms. Kelly Poole AT&T Capital Services, Inc. 220 N. Meridian, Room 770 Indianapolis, IN 46204 RE: Lease Financing Agreement Dear Ms. Poole: The Board of Public Works, at its meeting held on February 11, 2020, approved the above referenced agreement for the mobile hardware lease of thirty (30) iPads, three (3) iPad Minis, and seven (7) Surface Tablets with docks and keyboards in the amount of $24,402.53 for 36 months. Enclosed please find a copy of the agreement for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, . .) d. Linda M. Martin, Clerk Enclosure GARY A. GILOT ELIZABETH A. MARADIK THERESE J. DORAU JORDAN V. GATHERS JOSEPH R. MOLNAR AT&T Business THE CITY OF SOUTH BEND, INDIANA 227 WEST JEFFERSON BLVD. SOUTH BEND, IN 46601 Opportunity #: 1-105414848 AT&T Capital Services, Inc. Kelly Poole 220 N Meridian, Room 770 Indianapolis, IN 46204 Direct: (317) 822-8863 Email: kp3251@att.com January 31, 2020 AT&T Capital Services, Inc. is pleased to provide a proposal for the lease of the equipment and/or services as submitted to us. The proposed lease terms are as follows: NOTE: AT&T EQUIPMENT/SERVICES CONTRACT IS REQUIRED BEFORE ORDER CAN BE PROCESSED. Paynnent Option: 36 Months, Muni 93 Buvout Equipment Qty Cost/Each Total Cost Lease Rate Monthly Monthly Initial Description Factor Payment Payment/Unit Option iPad 7th Gen 32GB 30 $359.99 $10,799.70 0.02996 $323.56 $10.79 iPad Mini 5th Gen 64GB 3 $429.99 $1,289.97 0.02996 $38.65 $12.88 MS Surface Pro LTE 8GB 7 $1,439.00 $10,073.00 0.02996 $301.79 $43.11 MS Surface Pro LTE 7 $129.99 $909.93 0.02996 $27.26 $3.89 Keyboard MS Surface Dock 7 $189.99 $1,329.93 0.02996 $39.84 $5.69 Amount Requested: $24,402.53 Rates quoted are for commercial leases only. Subject to execution of Mutually Acceptable Documentation. Quoted Lease Payments Exclude Any Applicable Taxes. Payments may be indexed up until lease commencement. Customer agrees to allow AT&T Capital Services, Inc. to file UCC Financing Statements. Credit Approval will be withdrawn 120 days following the date of this letter if the lease has not commenced. Approval is pending verification of corporate name and final verification of credit information. Shipping Charges are not included in Data Equipment. $250.00 processing fee for lease cancellation prior to commencement if PO is issued. Lessee's failure to execute mutually acceptable documentation relative to this lease within ninety (90) days of the lessee's first functional use of the system will result in this lease converting to cash. End gf Lease Options $1 Purchase Option Customer purchases the equipment for $1 at the end of the lease term„ Thank you for this leasing opportunity. I am looking forward to working with you. Sincerely, AGREED TO AND ACCEPTED BY,, Kelly pCole, THE CITY OF SOUTH BEND, INDIANA Name: AT&T Capital Services, Inc. Title: w, ql^p o f PlAlk Date: AT&T Capital Services, Inc. 36 S. Fairview Ave. AT&T Muni Mobility SM IL Park Ridge, Office: 016 Financing Agreement OS00/3/323-7313-7312 Fax: 847/326-0560 Number: 001-2340900-010 Dated: January 31, 2020 Lessee .......... Customer full legal name THE CITY OF SOUTH BEND, INDIANA Telephone number Fax number Federal Employer Id Number (Required) 574 235-9145 Contact Name E-Mail Address HERSCHEL LAYMAN hla man@southbendin. ov Headquarter Address City State Zip County 227 WEST JEFFERSON BLVD. SOUTH BEND IN 46601 Location, if different from above City State Zip County 227 WEST JEFFERSON BLVD, SOUTH BEND tN 46601 Equipment Detail Description FEquipment )- iPads with Cellular and AirWatch, (3) - iPad Mini with Cellular and AirWatch, (7) - Surfaces with keyboard, dock, and cellular with all attachments and essories ipment Supplier AT&T Mobility Cor oratmil Schedule ofRental Payments Purchase option: One Dollar Down Payment (if applicable)" Term (in months) Total number of payments: 36 in Arrears $0.00 (plus applicable taxes) 36 *Payable to AT&T Capital Services, Inc. and due upon execution of this Agreement. ........................ Payment frequency: Monthly ...... _.... w _..._........... -, Payments**: 36 at $731. ill (plus applicable taxes) **Payments may be indexed up until agreement commencement. Acknowledgement Customer hereby certifies that he/she has read and agrees to all of the terms and conditions set forth on pages 1-3 of this AT&T Mobility Financing SM greement. Customer Name THE CITY OF SOUTH BEND, INDIANA DBA: Name and Title (please print) .....k tB Ii"Q of PuWi Signature ......................w .-_---------....... ya^ Accepted By THIS AGREEMENT IS NOT BINDING UNTIL ACCEPTED BY LENDER. Lender Name AT&T CAPITAL SERVICES, INC. Name and Title (please print) Signature Forme Rev. 2-16-2017 Page 1 of 3 Terms and Conditions 1. AGREEMENT - Subject to the terms and conditions of this AT&T Muni Mobility Financing Agreement (the "Agreement"), Customer agrees to finance from Lender the equipment (the "Equipment") described on page 1 of this Agreement. The Agreement shall commence on the date the Equipment is delivered to the customer ("Commencement Date") and shall continue for the number of months specified in the Agreement ("Term"). Customer's failure to execute this Agreement within ninety (90) days of the delivery of the Equipment will result in this Agreement converting to a cash sale, with payment due and payable immediately. 2. PAYMENTS - During the Term of the Agreement, Customer agrees to pay Lender the total number of payments multiplied by the amount of each payment (plus taxes) specified on page 1 of the Agreement. The due date of the first payment is the date upon which the Equipment is delivered to Customer or any later date designated by Lender. Restrictive endorsements on checks sent to Lender will not reduce Customer's obligations to Lender. The payment amount specified is indexed to like -term US Treasury Bills, and any increase or decrease in the corresponding US Treasury Bills will cause the payment to be adjusted point for point at the time of the Commencement Date. The payments do not include any additional interest expense for progress payments which are required by Lender on all transactions with installations exceeding 60 days. Progress payments will be financed through Lender at Prime Rate plus 2% at time of funding. 3. NON -CANCELABLE AGREEMENT - Customer's obligation to make payments and to pay any other amounts due hereunder shall be ABSOLUTE AND UNCONDITIONAL and shall not be subject to any delay, cancellation, termination, reduction, set-off, defense, counterclaim or recoupment for any reason whatsoever. This is an irrevocable Agreement for the full Term and cannot be cancelled, other than for Non -Appropriation, as hereinafter defined. 4. NON -APPROPRIATION: This Section is applicable only if the inclusion of such a non -appropriation provision is legally required. Customer's obligations to pay Payments and any other amounts due for each fiscal period is contingent upon approval of the appropriation of funds by its governing body. In the event funds are not appropriated for any fiscal period equal to amounts due under the Agreement, Customer may terminate the Agreement effective on the first day of such fiscal period ("Termination Date"), if: (a) Customer has used due diligence to exhaust all funds legally available; and (b) Lender has received written notice from Customer at least thirty (30) days before the Termination Date. Upon the occurrence of such non -appropriation, Customer shall not be obligated for Payments for any fiscal period for which funds have not been so appropriated, and Customer shall deliver the Equipment to Lender on the Termination Date, packed for shipment in accordance with the manufacturer's specifications, freight prepaid and insured to any location in the continental United States designated by Lender. If Customer terminates an Agreement pursuant to this Section, unless the following would affect the validity of a Agreement, Customer will not purchase, lease, rent, seek appropriations for, or otherwise obtain equipment serving the same function as the Equipment for the fiscal period in which such termination occurs or the next succeeding fiscal period and such an obligation will survive termination of this Agreement. 5. DELIVERY AND ACCEPTANCE - Customer understands that Lender is not responsible for delivery of Equipment. Customer holds Lender harmless from specific performance of this Agreement and from any damages if for any reason the manufacturer, supplier, vendor or distributor (collectively referred to in this Agreement as "Vendor") delays in delivery, or if the Equipment is unsatisfactory. 6. WARRANTY DISCLAIMER - CUSTOMER AGREES THAT IT HAS SELECTED THE VENDOR AND PRODUCT BASED UPON ITS OWN JUDGEMENT AND DISCLAIMS ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY LENDER. LENDER MAKES NO WARRANTY WITH RESPECT TO THE PRODUCT, EXPRESS OR IMPLIED, AND LENDER SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE AND ANY LIABILITY FOR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE PRODUCT. WARRANTIES MADE BY THE VENDOR TO THE LENDER SHALL INURE TO THE BENEFIT OF THE CUSTOMER, TO THE EXTENT ASSIGNABLE. IF THE EQUIPMENT DOES NOT OPERATE AS REPRESENTED, WARRANTED OR GUARANTEED BY VENDOR, OR ARE UNSATISFACTORY FOR ANY REASON, CUSTOMER SHALL MAKE ITS CLAIM AND ANY COMPLAINT THEREFOR AGAINST VENDOR, AND NOT AGAINST LENDER AND SHALL CONTINUE TO MAKE ALL PAYMENTS REQUIRED HEREUNDER. CUSTOMER ACKNOWLEDGES THAT VENDOR IS NOT AN AGENT OF LENDER AND STATEMENTS OR REPRESENTATIONS OF THE VENDOR SHALL NOT BIND OR AFFECT LENDER, AND SHALL NOT AFFECT THE CUSTOMER'S OBLIGATIONS UNDER THIS AGREEMENT. 7. NO AGENCY - Customer acknowledges that (1) there is no agency or joint venture between Lender and the Vendor; (2) neither the Vendor nor any other person is authorized to act on Lender's behalf; and (3) ONLY AN INDIVIDUAL AUTHORIZED BY LENDER IS PERMITTED TO WAIVE OR ALTER ANY TERM OR CONDITION OF THIS AGREEMENT. 8. ASSIGNMENT - LENDER MAY ASSIGN ITS INTEREST IN THIS AGREEMENT WITHOUT CUSTOMER'S CONSENT. CUSTOMER AGREES THAT IN ANY ACTION BROUGHT BY AN ASSIGNEE AGAINST CUSTOMER TO ENFORCE LENDER'S RIGHTS HEREUNDER, CUSTOMER WILL NOT ASSERT AGAINST SUCH ASSIGNEE, AND EXPRESSLY WAIVES AS AGAINST ANY ASSIGNEE, ANY BREACH OR DEFAULT ON THE PART OF LENDER HEREUNDER OR ANY OTHER DEFENSE, CLAIM OR SET-OFF WHICH CUSTOMER MAY HAVE AGAINST LENDER EITHER HEREUNDER OR OTHERWISE. NO SUCH ASSIGNEE SHALL BE OBLIGATED TO PERFORM ANY OBLIGATION, TERM OR CONDITION REQUIRED TO BE PERFORMED BY LENDER HEREUNDER. 9. QUIET ENJOYMENT - Provided that no Event of Default (as defined in Section 12 herein) has occurred or is continuing hereunder, Lender shall not interfere with Customer's right of quiet enjoyment and use of the Equipment. 10. TAXES AND FEES - Customer shall pay when due and shall indemnify Lender for, and hold Lender harmless from and against all federal, state, and local filing fees, assessments, taxes including without limitation, sales, lease, use, excise and personal property taxes (excluding only taxes payable with respect to Lender's net income) which may be imposed on the Lender arising in any way out of the use or leasing of the Equipment. Such amounts shall be considered additional rent and shall be payable by Customer upon demand by Lender. The obligations under this section shall survive the expiration or termination of this Agreement. 11. INDEMNITY - Customer hereby indemnifies Lender and holds Lender harmless from any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including attorney's fees, arising out of or connected with the Equipment or the use thereof, including without limiting the generality of the foregoing, its manufacture, selection, delivery, possession, use, leasing, fitness operation, return, or latent or other defects, whether or not discoverable, or arising out of any failure by Customer to perform or comply with any of the terms and conditions of this Agreement. The indemnities contained herein shall continue in full force and effect notwithstanding the termination of this Agreement, whether by expiration of time, by operation of law, or otherwise. 12. DEFAULT AND REMEDIES - If Customer (a) does not pay rent within ten (10) days after the same becomes due, (b) breaches any of its representations, warranties or other obligations under the Agreement, (c) is in default under any other agreement between Customer and Lender (d) becomes insolvent or assigns its assets for the benefit of its creditors, or (e) enters (voluntarily or involuntarily) a bankruptcy proceeding ("Event(s) of Default"), Customer will be in default. Upon the occurrence of an Event of Default, Lender may require that Customer pay the remaining balance of all of the rental payments due under this Agreement, present valued using a 3 % per year discount rate. Customer also represents to Lender that interest on all sums due Lender from the date of default until paid will be at the rate of one and one-half percent (1-1/2%) per month, but only to the extent permitted by law. In addition, Lender shall be entitled to recover from Customer any of the remedies available under the Uniform Commercial Code ("UCC") or any other law. If Lender refers this Agreement to an attorney or collection agency for enforcement or collection, Customer agrees to pay the cost of recovery including, but not limited to, legal fees and expenses. Customer Inifials 4 A u Page 2 of 3 Form. Rev. 2-16-2017 13. OTHER RIGHTS - Customer agrees that any delay or failure to enforce Lender's rights under this Agreement does not prevent Lender from enforcing any rights at a later time. Customer and Lender intend this Agreement to be a valid and legal document, and agree that if any part is determined to be unenforceable, all other parts will remain in full force and effect. 14. ENTIRE AGREEMENT; CHANGES - This Agreement contains the entire agreement between Customer and Lender and supersedes all previous discussions and the terms and conditions of any purchase orders issued to and/or by Customer and it may not be altered, amended, modified, terminated or otherwise changed except in writing and signed by Customer and Lender. The descriptive headings hereof do not constitute a part of the Agreement and no inferences shall be drawn there from. Whenever the context of the Agreement requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural, and whenever the word Lender is used herein, it shall include all assignees of Lender. If there is more than one Customer named in the Agreement, the liability of each shall be joint and several. 15. NOTICES - All of Customer's notices to Lender must be sent by certified mail or recognized overnight delivery service, postage prepaid, to Lender's address stated in this Agreement, or by facsimile transmission to our facsimile telephone number, with oral confirmation of receipt. Lender's notices to Customer may be sent first class mail, postage prepaid, to Customer's address stated in this Agreement. OPINION OF COUNSEL 16. MISCELLANEOUS - Customer and Lender intend and agree that a photocopy or facsimile of this Agreement and all related documents, with their signatures thereon shall be treated as originals, and shall be deemed to be as binding, valid, genuine and authentic as an original signature document for all purposes. This Agreement is a "Finance Agreement" as defined in Article 2A of the UCC. 17. JURISDICTION - This Agreement shall be governed by the laws of the state in which the Customer is located. 18. CUSTOMER REPRESENTATIONS - Customer represents and warrants that (1) It has complete and unrestricted power to enter into this Agreement, (ii) the persons execufiing this Agreement have been duly authorized to execute this Agreement on Customer's behalf, (iii) all information supplied to Lender is true and correct, including all credit and financial information and (iv) it is able to meet all its financial obligations, including the rent payments hereunder. THE LOGO APPEARING ON THIS DOCUMENT IS A FEDERALLY REGISTERED TRADEMARK AND MAY NOT BE USED IN ANY WAY NOR MAY THIS DOCUMENT BE ALTERED OR MANIPULATED WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF AT&T CAPITAL SERVICES, INC. CUSTOMER MAY TRANSFER THIS DOCUMENT FROM ELECTRONIC FORMAT TO A TANGIBLE ONE BY PRINTING IT IN ITS UNALTERED STATE. Customer Initials, Pam, With respect to that certain AT&T Muni Mobility Financing Agreement (the "Agreement") dated by and between AT&T Capital Services, Inc. and the Customer, I am of the opinion that: (i) the Customer is, within the meaning of Section 103 of the Internal Revenue Code of 1986, as amended, a State or a fully constituted political subdivision or agency of the State of the Equipment location described herein; (ii) the execution, delivery and performance by the Customer of the Agreement have been duly authorized by all necessary action on the part of the Customer; and, (iii) the Agreement constitutes a legal, valid and binding obligation of the Customer enforceable in accordance with its terms. ( a1KG .......... Attorney for Customer Page 3 of 3 Form. Rev. 2-16-2017 "TINTER-OFFICE MEMORANDUM ' Department of Innovation & Technology City of South Bend 227 W Jefferson Blvd TO: Board of Public Works, Linda Martin CC: Dan O'Connor, Dan Parker, Michael Schmidt, Sandi Kennedy, Clara McDaniels FROM: Herschel Layman SUBJECT: Lease of iPads and Surface Tablets DATE: 2/3/2020 Linda and Members of the Board - We are submitting for review and approval the Lease of 30 iPads, 3 iPads Minis, and 7 Surface Tablets with docks and keyboards. The total cost for 36 months will be $24,402.53. The iPads will be used by the Utilities and Public Works. The iPad Minis will be used by both the Police Department and the Fire Department. The Surfaces will be utilized by the Common Council. Thank you, Herschel Layman BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 2/3/2020 Department Name Herschel Layman Innovation & Tech BPW Date 2/25/2020 Phone Extension 9145 .............. __ Rec uired Prior to Submittal to Board BPW Attorney ® Attorney Name McDaniels Dept. Attorney Attorney Name Kennedy Purchasing n Schmidt Check the Item 'l"ype - Required, )r All Submissions H Professional Services Agreement ❑I Contract E] Open Market Contract E] Amendment/Addendum Bid Opening F Bid Award ❑ Quote Opening ❑ Quote Award Proposal Opening ❑ C/O & PCA No. E] Chg. Order, No. F Traffic Control El Other: Hardware Lease Company or Vendor Name New Vendor MBE/WBE Contractor Project Name Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description uired Information Proposal ❑ Special Purchase, QPA E]Req. to Advertise Reject Bids/Quotes PCA E] Resolution Ease./Encroach ❑ Title Sheet AT&T_Mobility Yes❑], If Yes, Approved by Purchasing ® No ❑ MBE Completed E-Verify Form Attached El No ❑ WBE Mobile Tablet Lease IT Lease Accounts 279-0672-415.38-01 (principal)ITand w38-02 (interest) $24,402.53 36 months .............._..... ........... w _...__.......� iPad/Surface lease for Public Works, Public Safety, and City Council ....._.....__...... ..... ---------- Amount of Increase Decrease $ ....... _....._ .. _... Previous Amount $ Increase % Current Percent of Change: Decrease ( /o New Amount $ Increase % _.... Total Percent of Change: Decrease ._( %) Time Extension Amount: New Completion Date: