HomeMy WebLinkAboutXEROX Xerox Financial Services LLC 0% ox I®
Norwalk, T0685Avenue Cost Per Copy Agreement
Norwalk,CT 0685b ,�'
Lease Agreement q 0076934 Dealer Name:IINTEGRITY ONE TECHNOLOGIES
LESSEE INFORMATION
FuII Legal Name
DBA
CITY OF JEFFERSONVILLE
Puling Address Gly State ZIP Code
500 QUARTERMASTER COURT JEFFERSONVILLE IN 47130
Phone Contact Nome Contact EmailLessec PON(Optional)
812-285-6440 PAUL NORTHHAM
Q—tity Model and Desai tion quantity Modeland Description
6 BROTHER 9550
2 BROTHER 6900
Equipment Location(indifferent from Billing Address)
a ' • e • a
Initial Lease Term(in months): 60 plus B&W 8000 .015275
the Interim Period,if any Color 3000 .0913
Color Level 1
Monthly Lease Payment:$ 549.46 N/A N/A
plus applicable charges&taxes Color Level 2 N/A N/A
Color Level 3N/A N/A
LESSEE ACCEPTANCE
BY YOUR SIGNATURE BELOW,YOU ACKNOWLEDGE THAT YOU ARE ENTERING INTO A NON-CANCELLABLE LEASE AND THAT YOU HAVE READ AND AGREED TO ALL APPLICABLE
T ONDITIONS SET FORTH ON PAGES 1 AND 2 OF THIS LEASE.
Autho'zed S' er Date
Federal Tax ID p(Required)
X C°' ` ' l 35-6001067
P t Na a ."1` / Title�`(�ymd�,ca-te President,Partner,Proprietor,eta)
1 J 1- ~ z--Z�
LESSOR
Accepted By:Xerox Financial Services LLC Name and iitk Date
TERMS&CONDITIONS
1.Definitions.The words'you'and'your mean the legal entity identified in'Lessee information,above,and RECOUPMENT FOR ANY REASON WHATSOEVER,IRRESPECTIVE OF THE PERFORMANCE OF THE
XFS,''we,''us' Lessor and'our means Xerox Financial Services LLC."Party"means you or XFS,and EQUIPMENT,DEALER,ANY THIRD PARTY OR XFS.Any pursued claim by you against XFS for alleged
'Parties" means both you and XFS. 'Dealer' means the entity identified in 'Deafer Name" above. breach at our obligations hereunder shall be asserted solely in a separate action;provided,however,that
'Commencement Dale'means the date subsequent to the Inception Date when XFS funds he Dealer and/or your obligations under this Lease shall continue unabated.
other party for the Equipment'Discount Rate"means a rate equal to the 1-year Treasury Constant Maturity S.End of Lease Options.If you are not in default and if you provide no greater than 150 days and no less
rate as published in the Selected Interest Rates We of the Federal Reserve statistical release H.15(519)or than 60 days'prior written notice to XFS,you may,at the and of the Initial Lease Term,either(a)purchase all,
successor publication for the week ending Immediately prior to the Inception Date.'Equipmenr means the but not less than all,of the Equipment"AS IS,WHERE IS"and WITHOUT ANY WARRANTY AS TO
items identified in'Equipment"above and in any attached Equipment schedule,plus any Software(as defined CONDITION OR VALUE at the lime of purchase by paying its fair market value,as determined by XFS in its
in Section 3 hereof),attachments,accessories,replacements,replacement parts,substitutions,additions and sole but reasonable discretion,plus Taxes,(b)enter into a new lease on mutually agreeable terms,or(y de-
repairs thereto.'Excess Charges'means the applicable excess copies and/or prinls charges.'inception Date' install and return the Equipment,at your expense,fully insured,to a continental US location XFS scifies.If
means(a)the date Dealer determ nes Equipment installed by Dearer is operating satisfactorily and s available you have penot elected one of the above options,you shag be deemed to have entered into a new lease with a 3
for your use,or(b)the date Equipment identified by Dealer as being instalfable by you is delivered to your month term on terms and conditions identical to this Lease,except that either party may terminate the new
promises.'Interim Period'means the period between the inception Date and the Commencement Date_ lease at the and of its 3 month term on 30 days'prior written notice and,when this new lease terminates,shall
Interim Payment'means one thirtieth of the Lease Payment multiplied by the number of days in the Interim take one of the actions Identified in(a)(b)or(c)in the preceding sentence or be deemed to have entered into
Period,plus any applicable Excess Charges.'Lease"means this Cost Per Copy Agreement,including any another new lease with a 3 month term as provided herein.Any purchase option shall be exercised with
attached Equipment schedule.'Lease Payment'means the Monthly Lease Payment specified above,which respect to each item of Equipment on the day immediately following the date of expiration of the Lease Term
includes the fixed component of maintenance charges payable to Dealer under the Maintenance Agreement, of such item,and by the delivery at such time by you to XFS of payment,in cash or by certified check,of the
the Excess Charges(unless otherwise agreed by you,Dealer and XFS),and other charges you,Dealer and amount of the applicable purchase price for the Equipment.Upon payment of the applicable amount,XFS
XFS agree will be invoiced by XFS on a monthly basis, plus Taxes.'Maintenance Agreement'means a shall,upon your request,execute and deliver to you a bili of sale for the Equipment on an'AS IS,' WHERE
separate agreement between you and Dealer for maintenance and support purposes.'Origination Fee'means IS,'*WITH ALL FAULTS"basis,without representation or warranty of any kind or nature whatsoever.After
a one lime fee of$125 billed on your first invoice which you agree to pay,covering the origination, Such payment you may trade-in the Equipment as part of another transaction with XFS and,if you do,you
documentation,processing and certain other initial costs for the Lease. 'Tenn-means the Interim Period, must pass unencumbered title of the Equipment being traded-in to XFS.
together with the initial Lease Term plus any subsequent renewal or extension terms.'UCC"means the
Uniform Commercial Code of the State of Connecticut(C.G.S.A.§§42a-1.101 et seq.). 6.Equipment Return.If the Equipment is retumed to XFS,it shall be in the same condition as when delivered
to you,normal wear and tear excepted and,R not in such condition,you will be liable for all expenses XFS
2.Lease,Payments and Late Payments.You agree and represent all Equipment was selected,configured incurs to return the Equipment to such 'normal wear and tear" condition. 1T IS SOLELY YOUR
and negotiated by you based upon your own judgment and has been,or is being,supplied by Dealer,At your RESPONSIBILITY TO SECURE ANY SENSITIVE DATA AND PERMANENTLY DELETE SUCH DATA
request,XFS has acquired,or will acquire,the same to lease to you under this Lease and you agree to lease FROM THE INTERNAL MEDIA STORAGE PRIOR TO RETURNING THE EQUIPMENT TO XFS.YOU
the same from XFS.The Initial Lease Term,which is indicated above,commences on the Inception Dale.You SHALL HOLD XFS HARMLESS FROM YOUR FAILURE TO SECURE AND PERMANENTLY DELETE ALL
agree to pay XFS the first lease Payment plus any applicable interim Payment 30 days after the SUCH LESSEE DATA AS OUTLINED IN THIS SECTION,
Commencement Date:each subsequent Lease Payment which may include charges you,Dealer and XFS
agree will be invoiced by us,shall be payable on the same date of each month thereafter,whether or not XFS 7.Meter Readings and Annual Adjustments.Unless otherwise agreed by you and XFS,you will provide
invoices you.H any payment is not paid in full within 5 days after its due date,you will pay a late charge meter readings on all Equlpnent subject to this Lease at the end of each month during the Initial Lease Term
of the greater of 10%of the amount due or$25,not to exceed the maximum amount permitted by law, and any additional Term.If you do not provide a timely meter reading,XFS may estimate such reading and
For each dishonored or returned payment you wig be assessed the applicable returned item fee,which shall invoice you accordingly.If XFS does estimate any meter readings,XFS will make appropriate adjustments on
not exceed$35.ResUicdve covenants on any method of payment will be ineffective. subsequent invoices to you atter receiving the actual meter readings from you for the EquipmenL At any time
3.Equipment and Software.To the extent that the Equipment includes intangible property after 12 months from the Commencement Dale and for each successive 12 month period thereafter during the
g p perty or associated Initial Lease Term and any 3 month extended Term,XFS may increase your Monthly Lease Payment and the
services such as software licenses, such intangible property shall be referred to as 'Softwam' You Excess Charges by a maximum of fifteen percent(15%)of the then-current Monthly Lease Payment therefor
acknowledge and agree that that XFS has no right,dile or interest in the Software and you will comply and you agree to pay such increased amounts.
throughout the Lease Term with any license and/or other agreement('Software License')with the supplier of
the Software('Software Supplien.You are responsible for entering into any required Software License with 8, Equipment Delivery and Maintenance.Equipment will be delivered to you by Dealer at the location
the Software Supplier no later than the Inception Date.You agree the Equipment is for your lawful business specified on the first page hereof or in an Equipment schedule,and you agree to execute a Delivery a
use in the United States('including its possessions and territories),Will not be used for personal,household or Acceptance Certificate at XFS's request(arid confirm same via telephone and/or electronically)confirming that
family purposes, and is not being acquired for resale.You will not attach the Equipment as a fixture to real you have received,inspected and accepted the Equipment,and that XFS is authorized to fund the Dealer for
estate or make any permanent alterations to it. the Equipment.If you reject the Equipment,you assume all responsibility for any purchase order or other
Contract issued on your behalf directly with Dealer.Equipment may not be moved to another location without
4.Non-Cancellable Lease,THIS LEASE CANNOT BE CANCELLED OR TERMINATED BY YOU PRIOR
TO THE END OF THE INITIAL LEASE TERM.YOUR OBLIGATION TO MAKE ALL LEASE PAYMENTS, first obtaining ant a written consent ce re shag be unreasonably withheld.You shag permit XFS to
AND TO PAY ALL OTHER AMOUNTS DUE OR TO BECOME DUE,IS ABSOLUTE AND UNCONDITIONAL inspect Equipment and any maintenance records inorelatingthereto during your normal with business hours upon
AND NOT SUBJECT TO DELAY, REDUCTION, SETOFF, DEFENSE, COUNTERCLAIM OR reasonable notice.You represent you have entered into a Maintenance Agreement with Dealer el maintain the
Equipment in good working order in accordance with the manufacturers maintenance guidelines,and to
Page 1 of 2 CPC-Final Rev.0109 2015
provide you with supplies for use with the Equipment.You understand and acknowledge that XFS is acting REMEDIES FOR DEFAULT,XFS IN OUR DISCRETION AND AT OUR SOLE OPTION MAY(BUT IS NOT
solely as an administrator for Dealer with respect to the billing and collecting of the cluviles under the REQUIRED TO)OBTAIN INSURANCE FROM AN INSURER OF XFS'S CHOOSING,WHICH MAY BE AN
Maintenance Agreement and Excess Charges included in the Lease Payments.IN NO EVENT WILL XFS BE XFS AFFILIATE,IN SUCH FORMS AND AMOUNTS AS XFS DEEMS REASONABLE TO PROTECT XFS'S
LIABLE TO YOU FOR ANY BREACH BY THE DEALER OF ANY OF ITS OBLIGATIONS TO YOU,NOR WILL INTERESTS(COLLECTIVELY"EQUIPMENT INSURANCE").EQUIPMENT INSURANCE WILL COVER
ANY OF YOUR OBLIGATIONS UNDER THIS LEASE BE AFFECTED, MODIFIED, RELEASED OR THE EQUIPMENT AND XFS;IT WILL NOT NAME YOU AS AN INSURED AND MAY NOT COVER ALL OF
EXCUSED BY ANY ALLEGED BREACH BY DEALER. YOUR INTEREST IN THE EQUIPMENT AND WILL BE SUBJECT TO CANCELLATION AT ANY TIME.YOU
9.Equipment Ownership,Labeling and UCC Filing.If and to the extent a court deems this Lease to be a AGREE TO PAY XFS PERIODIC CHARGES FOR EQUIPMENT INSURANCE (COLLECTIVELY
security agreement under the UCC,and otherwise for precautionary purposes only,you grant XFS a first "INSURANCE CHARGES")THAT INCLUDE:AN INSURANCE PREMIUM THAT MAY BE HiGHER THAN
priority,security interest in your interest in the Equipment and all proceeds thereof in order to secure your IF YOU MAINTAINED THE REQUIRED INSURANCE SEPARATELY;A FINANCE CHARGE OF UP TO
performance under this Lease.XFS is and shall remain the sole owner of the Equipment,except the Software. 1.5%PER MONTH ON ANY ADVANCES MADE BY XFS OR OUR AGENTS;AND COMMISSIONS,
XFS may label the Equipment to identify our ownership interest in it.You authorize XFS to file by any BILLING AND PROCESSING FEES;ANY OR ALL OF WHICH MAY GENERATE A PROFIT TO XFS OR
permissible means a UCC financing statement to show,and to do all other acts to protect,our interest in the OUR AGENTS. XFS MAY ADD INSURANCE CHARGES TO EACH LEASE PAYMENT. XFS shall
Equipment. You agree to pay any filing fees and administrative costs for the filing of such financing discontinue billing or debiting Insurance Charges for Equipment Insurance upon receipt and review of
statements.You agree to keep the Equipment free from any liens or encumbrances and to promptly navy satisfaclory evidence of Required Insurance.
XFS if there is any change in your organization such that a refiling or amendment to XFS's UCC financing You must promptly notify XFS of any lass or damage to Equipment which makes any item of
statement against you becomes necessary. Equipment unfit for continued or repairable use.You hereby irrevocably appoint XFS as your attorney-in-fact
10.Assignment YOU MAY NOT ASSIGN,SELL,PLEDGE,TRANSFER, SUBLEASE OR PART WITH to execute and endorse all checks or drafts in your name to collect under any such Required Insurance,
POSSESSION OF THE EQUIPMENT,THIS LEASE OR ANY OF YOUR RIGHTS OR OBLIGATIONS UNDER Insurance proceeds from Required Insurance or Equipment Insurance received shall be applied,at XFS's
THIS LEASE(COLLECTIVELY-ASSIGNMENT")W)THOUT XFS'S PRIOR WRITTEN CONSENT,WHICH option,to(x)restom the Equipment so that it Is in the same condition as when delivered to you(normal wear
SHALL NOT BE UNREASONABLY WITHHELD,BUT SUBJECT TO THE SOLE EXERCISE OF XFS'S and tear excepted),or(y)if the Equipment is not restorable,to replace it with tike-kind condition Equipment
REASONABLE CREDIT DISCRETION AND EXECUTION OF ANY NECESSARY ASSIGNMENT from the same manufacturer,or(z)pay to XFS the greater of(i)the total unpaid Lease Payments for the enbre
DOCUMENTATION.If XFS agrees to an Assignment,you agree to pay the applicable assignment fee and term hereof(discounted to present value at the Discount Rate)plus XFS's residual interest in such Equipment
reimburse XFS for any costs we incur in connection with that Assignment.XFS may sell,assign or transfer all (herein agreed to be 20%of the Equipment's original cost to XFS,discounted to present value at the Discount
or any part of the Equipment this Lease and/or any of our rights(but none o(our obligatlons)under this Rate)plus any other amounts due to us under this Lease,or(ii)the fair market value of the Equipment
Lease.XFS's assignee will have the same rights that we have to the extent assigned but none of our immediately prior to the loss or damage,as determined by XFS.NO LOSS OR DAMAGE TO EQUIPMENT,
obligations), YOU AGREE NOT TO ASSERT AGAINST SUCH ASSIGNEE ANY CLAIMS, DEFENSES, OR XFS'S RECEIPT OF INSURANCE PROCEEDS,SHALL RELIEVE YOU OF ANY OF YOUR REMAINING
COUNTERCLAIMS,RECOUPMENTS,OR SET-OFFS THAT YOU MAY HAVE AGAINST XFS,and you agree OBLIGATIONS UNDER THIS LEASE.Notwithstanding u procurements Equipment Insurance or Required
to remit payments due under this Lease to such Assignee if so designated.XFS agrees and acknowledges Insurance,you remain primarily Bade for performance under subclauses refuses
s t(y)y any in the third sentence of
that any Assignment by us will not materially change your obligations under this Lease. this paragraph in the even)the applicable insurance carrier fails or refuses to pay any claim.YOU AGREE p)
AT XFS'S SOLE ELECTION,TO ARBITRATE ANY DISPUTE WITH XFS,OUR AGENTS OR ASSIGNS
if.Taxes.You will be responsible for,indemnify and fold XFS harmless from,all applicable taxes,fees or REGARDING THE EQUIPMENT INSURANCE ANWOR INSURANCE CHARGES UNDER THE RULES OF
charges(including sales,use,personal property and transfer taxes,other than net income taxes),plus interest THE AMERICAN ARBITRATION ASSOCIATION IN FAIRFIELD COUNTY,CT,(11)THAT IF XFS MAKES
and penalties,assessed by any governmental entity an the Equipment,this Lease or the amounts payable THE FOREGOING ELECTION,ARBITRATION(NOT A COURT)SHALL BE THE EXCLUSIVE REMEDY
under this Lease(collectively,'Taxes"),which will be included in XFS's invoice to you unless you timely FOR SUCH DISPUTES;AND(81)THAT CLASS ARBITRATION IS NOT PERMITTED,This arbitration
provide continuing proof of your tax exempt status.It Equipment is delivered to a jurisdiction where certain option does not apply to any other provision of this Lease.
taxes are calculated and paid at the time of lease initiation,you authorize XFS to finance and adjust your 16.Finance Lease and Lessee Waivers.The parties agree this Lease is a"finance lease"under UCC
Lease Payment to include such Taxes over the Initial Lease Term unless you require otherwise.Unless and Article 2A.You waive,solely against XFS and its successors and assigns,(a)all rights and remedies
until XFS notes you in writing to the contrary,XFS wig file all personal property lax returns covering the conferred on a lessee under Article 2A(Sections 508.522)of the UCC(C.G.S.A.§§42a.2A•724-737),
Equipment,pay the personal property taxes levied or assessed thereon,and collect from your account all and(b)any rights you now or later may have which require XFS to sell,lease or otherwise use any
personal property taxes on the Equipment.This is a true lease for all income tax purposes and you will not Equipment to reduce our damages Including our realization of the remaining value of the Equipment,
claim any credit or deduction for depreciation of the Equipment,or take any other action inconsistent with your
status as lessee of the Equipment. or which may otherwise limit or modify any of our rights or remedies.
12.Equipment Warranty information and Disclaimers.XFS IS MERELY A FINANCIAL INTERMEDIARY, 17.Authorization of Signer and Credit Review.You represent that you may lawfully enter into,and perform,
AND HAS NO INVOLVEMENT IN THE SALE,DESIGN,MANUFACTURE,CONFIGURATION,DELIVERY, this Lease,Nat the individual signing this Lease on your behalf has all necessary authority to do so,and that
INSTALLATION, USE OR MAINTENANCE OF THE EQUIPMENT.THEREFORE,WITH RESPECT TO all financial Information you provide completely and accurately represents your financial condition.You agree
EQUIPMENT, XFS DISCLAIMS, AND YOU WAIVE SOLELY AGAINST XFS, AL t WARRANTIES, to furnish financial information that XFS may request now,including your tax identificalion number,and you
WHETHER EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITED TO,THE IMPLIED WARRANTIES OF uauthnde r hi XFS to obtain credit reports on you in the future should you default or tail b make prompt payments
MERCHANTABILITY,NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE,AND XFS underthislease.
MAKES NO REPRESENTATIONS OF ANY KIND OR TYPE,INCLUDING,BUT NOT LIMITED T0,THE 18.Original and Sole Controlling Document;No Modifications Unless in WdUng.This lease constitutes
EQUIPMENTS SUITABILITY,FUNCTIONALITY,DURABILITY,OR CONDITION.Since you have selected entire agreement between the Parries as to the subjects addressed herein, and representations or
the Equipment and the Dealer,you acknowledge that you are aware of the name of the manufacturer of each statements not included herein are not part of this Lease and are not binding on the Parties.You agree that an
item of Equipment and agree that you will contact each manufacturer and/or Dealer for a description of any executed copy of this Lease that is signed by your authorized representative and by XFS's authorized
warranty rights you may have under the Equipment supply contract,sales order,or otherwise.Provided you representative(an original manual signature or such signature reproduced by means of a reliable electronic
are not in default hereunder,XFS hereby assigns to you any warranty rights we may have against Deafer or form,such as electronic transmission of a facsimile or electronic signature)shall be marked'original"by XFS
manufacturer with respect to the Equipment.If the Equipment is returned to XFS,such rights are deemed and shall constitute the only original document for all purposes.All other copies shall be duplicates.To the
reassigned by you to XFS.iF THE EQUIPMENT IS NOT PROPERLY INSTALLED,DOES NOT OPERATE extent this Lease constitutes chattel paper(as defined in the UCC),no security interest in this Lease may be
AS WARRANTED, BECOMES OBSOLETE, OR IS UNSATISFACTORY FOR ANY REASON created except by the possession or transfer of the copy marked'original"by XFS.IF A PURCHASE ORDER
WHATSOEVER,YOU SHALL MAKE ALL RELATED CLAIMS SOLELY AGAINST MANUFACTURER OR OR OTHER DOCUMENT IS ISSUED BY YOU,NONE OF ITS TERMS AND CONDITIONS SHALL HAVE
DEALER AND NOT AGAINST XFS,AND YOU SHALL NEVERTHELESS CONTINUE TO PAY ALL LEASE ANY FORCE OR EFFECT,AS THE TERMS AND CONDITIONS OF THIS LEASE EXCLUSIVELY GOVERN
PAYMENTS AND OTHER SUMS PAYABLE UNDER THIS LEASE. THE TRANSACTION DOCUMENTED HEREIN.THE DEALER AND ITS REPRESENTATIVES ARE NOT
13. Liability and Indemnification. XFS IS NOT RESPONSIBLE FOR ANY LOSSES, DAMAGES, OUR AGENTS AND ARE NOT AUTHORIZED TO MODIFY OR NEGOTIATE THE TERMS OF THIS LEASE.
EXPENSES OR WJURIES OF ANY KIND OR TYPE,INCLUDING,BUT NOT LIMITED TO,ANY SPECIAL, THIS LEASE MAY NOT BE AMENDED OR SUPPLEMENTED EXCEPT IN A WRITTEN AGREEMENT
INDIRECT,INCIDENTAL,CONSEQUENTIAL OR PUNITIVE DAMAGES(COLLECTIVELY,"CLAIMS"),TO SIGNED BY AUTHORIZED REPRESENTATIVES OF THE PARTIES AND NO PROVISIONS CAN BE
YOU OR ANY THIRD PARTY CAUSED BY THE EQUIPMENT OR ITS USE,EXCEPT THOSE CLAIMS WAIVED EXCEPT IN A WRITING SiGNED BY XFS.XFS's failure to object to terms contained in any
ARISING DIRECTLY AND PROXIMATELY FROM XFS'S GROSS NEGLIGENCE OR WILLFUL communication from you will not be a waiver or modification of the terms of this Lease.You authorize XFS to
MISCONDUCT.In addition,except for Claims arising directly and proximately from XFS'sgross negligence or .Merl or correct missing information on this Lease,including but not limited to your proper legal name,lease
misconduct,you assume the risk of liability for,and hereby agree to indemnify and hold safe and
MIN numbers,serial numbers and other information describing the Equipment so long as Them is no material
harmless,and covenant to defend,XFS,its employees,officers and agents from and against(a)any and all impact to yourfnanciai obligations.
Claims(including legal expenses of every kind and nature)arising out of the manufacture,purchase,shipment 19.Governing Law,Jurisdiction,Venue and JURY TRIAL WAIVER THIS LEASE IS GOVERNED BY,
and delivery at the Equipment to you,acceptance or rejection,ownership,leasing,possession,operation,use, ANO SHALL BE CONSTRUED IN ACCORDANCE WITH,THE LAWS OF THE STATE OF CONNECTICUT
return or other disposition of the Equipment,including,without limitation,any liabilities that may arise from (WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD OTHERWISE REQUIRE
patent or latent defects in the Equipment(whether or not discoverable by you),any claims based on absolute APPLICATION OF LAWS OF ANOTHER JURISDICTION).THE JURISDICTION AND VENUE OF ANY
ton liability or warranty and any claims based on patent,trademark or copyright infringement;and(b)any and ACTION TO ENFORCE THIS LEASE,OR OTHERWISE RELATING TO THIS LEASE,SHALL BE IN A
all loss or damage of or to the Equipment. FEDERAL OR STATE COURT IN FAIRFIELD COUNTY,CONNECTICUT OR,EXCLUSIVELY AT XFS'S
14.Default and Remedies.You will be in default under this Lease if(1)XFS does not receive any payment OPTION,IN ANY OTHER FEDERAL OR STATE COURT WHERE THE EQUIPMENT IS LOCATED OR
within 10 days after its due date,or(2)you breach any other obligation under this Lease or arty other WHERE XFS'S OR YOUR PRINCIPAL PLACES OF BUSINESS ARE LOCATED,AND YOU HEREBY WAIVE
agreement with XFS.It you default,and such default continues for iD days after XFS provides choice to you, ANY RIGHT TO TRANSFER VENUE.THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN
XFS may,in addition to other remedies (including requesting the Dealer to cease performing under the ANY ACTION RELATED TO OR ARISING OUT OF THIS LEASE.
Maintenance Agreement),require you to promptly return the Equipment as provided in Sections 5 and 6 20.Miscellaneous.Your obligations under the"Taxes"and liability'Sections commence upon execution,
hereof,and require immediate payment,as liquidated damages for loss of bargain and not as a penalty,of the and survive the expiration or earlier termination,of this Lease.Notices under this Lease must be in writing.
sum of:(a)all amounts then due,plus interest from the due date until paid at the rale of 1.5%per month;(b) Notices to you will be sent to the'Billing Address"provided on the first page hereof,and notices to XFS shall
the Lease Payments remaining in bm Initial Lease Term(including the fired maintenance component thereof, be sent to our address provided on the first page hereof.Notices will be deemed given 5 days after mailing by
it permitted under the Maintenance Agreement),discounted at the Discount Rate to the date of default,and(c) first class mail or 2 days after sending by nationally recognized overnight couder.Invoices are not considered
Taxes.In addition,if you do not return the Equipment as required above,you agree to pay XFS the fair market notices and are not governed by the notice terms hereof.You authorize XFS to communicate with you by any
value thereof,as reasonably determined by XFS,as of the end of the Initial Lease Term,discounted at the electronic means(including cellular phone,email,automatic dialing and recorded messages)using any phone
Discount Rate to the date of default.You agree to pay all reasonable costs,including attorneys'fees and number(including cellular)or electronic address you provide to us.If a court finds any term of this Lease
disbursements,incurred by XFS to enforce this Lease, unenforceable,the remaining terms will remain in effect.The failure by either Party to exercise any right or
15.Risk of Loss and insurance.You assume and agree to bear the entire risk of loss,theft destruction or remedy will not constitute a waiver of such right or remedy.It more than one party has signed this lease as
other impairment of the Equipment upon delivery.You,at your own expense,(i)shall keep Equipment lessee,each such party agrees that its liability is joint and several.The fallowing bur sentences control over
insured against loss or damage at a minimum of full replacement value thereof,and(ii)shall carry public every other pan of this Lease.Both Parties will comply with applicable laws.XFS will not charge or collect any
liability insurance against bodily injury,inckuLng death,and against property damage in the amount of at least amounts in excess of those allowed by applicable law.Any part of this Lease that would,but for the last four
52 million(collectively,`Required Insurance').All such Required Insurance shall be with loss payable to'XFS, sentences of this Section,be read under any circumstances to allow for a charge higher than that allowed
its successors and/or assigns,as their interests may appear,'and shall be with companies reasonably under any applicable legal limit,is modified by this Section to limit the amounts chargeable under this Lease to
acceptable to XFS.In addition XFS shall be sirHlany named as an additional insured on a0 pubic liability
the maximum amount allowed under the legal limit.If,in any circumstances,any amount in excess of that
insurance policies.The Required Insurance shall provide for 30 days'prior notice to XFS of cancellation. allowed by law is charged or received,any such charge will be deemed limited by the amount legally allowed
YOU MUST PROVIDE XFS OR OUR DESIGNEES WITH SATISFACTORY WRITTEN EVIDENCE OF and any amount received by XFS in excess of that legally allowed will be applied by us to the payment of
REQUIRED INSURANCE WITHIN 30 DAYS OF THE INCEPTION DATE AND ANY SUBSEQUENT amounts legally owed under this Lease orrefunded to you.
WRITTEN REQUEST BY XFS OR OUR DESIGNEES,IF YOU DO NOT DO$0,THEN IN LIEU OF OTHER
Page 2 of 2 CPC-Final Rev.01.092015
Xerox Financial Services LLC
45 Glover Avenue x r x
Norwalk, CT 06550
AMENDMENT TO FAIR MARKET VALUE LEASE AGREEMENT # 0076934
This is an amendment, dated and effective as of 06/13/17 , to that certain Fair Market Value Lease
Agreement # 0076934 ("Lease") between CITY OF JEFFERSONVILLE and Xerox Financial
Services LLC. All capitalized but undefined terms used in this Amendment shall have the meanings set forth in
the Lease.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the
parties, the parties agree to amend the Lease as follows:
Non-Appropriation. Your obligation to pay the Lease Payments and any other amounts due is contingent upon
approval of the appropriation of funds by your governing body. In the event funds are not appropriated for any
fiscal period equal to amounts due under the Lease, and you have no other funds legally available to be
allocated to the payment of your obligations under this Lease, you may terminate the Lease effective on the first
day of such fiscal period ("Termination Date") if: (a) you have used due diligence to exhaust all funds legally
available; and (b) XFS has received written notice from you at least 30 days before the Termination Date. At
XFS's request, you shall promptly provide supplemental documentation as to such non-appropriation. Upon the
occurrence of such non-appropriation, you shall not be obligated for payment of any Lease Payment for any
fiscal period for which funds have not been so appropriated, and you shall promptly deliver the Equipment to
the Dealer (or such other party as we may designate) as set forth in the return provisions of the Lease. If you
terminate a Lease pursuant to this Section, unless the following would affect the validity and/or enforceability of
this Lease, for a period of 360 days from the Termination Date, you will not purchase, lease, rent, seek
appropriations for, or otherwise obtain a system serving the same function as the Equipment. The foregoing
obligation shall survive termination of this Lease.
ACCEPTED AND ACKNOWLEDGED:
Lessee Name: CITY OF JEFFERSONVIUE Xerox Financial Services
Authorized Signor. I Accepted by:
Print Name: �2--- i&X4 9-4--y Name:
Title: Title.-
Date:
itle:Date:�,�- ??�— { :;;.. Date:
" Signor for the Lease Agreement and this Amendment must be the same.
Non Appropriations addendum for Fair Market Value Lease Rev.5.9.2014
Customer Authorization Rev 07.16.2009
,��lntegrityt)Ili�
for Equipment Removal,Disposal,Freight Return and Buyout Expectations `e�a r r 1.:I 1,o t-o 11 s
Customer Signature is required with complete information below,for all devrces to be mmoved amfyorpaymenis to be issued
JOT ID Serial or Leasag Description Select Equipment Instruction IOT to Pay: Payoff to:
NA MPH21682 Canon IR3300 Dispose Of Machine S
one time Doc Pee S
S
S
S
S
S
S
S
5
S
5
S
5 i
5
Tne authorized signor below has--ed,and—Wds end aq,eea to me terms and—65.r.-page vno of c-loan,Icr nems apian.0,as uWa-aled above.
Each termed suet mN all aaessodea h la be removed anaw payment issued sMere in�rted,upon agreement by Integrity One Techndop¢s PJl appopnata
andrequ.red options must beindustedwdh lens form ngned BEFORE Integrity One TechnotogTes vAn remore equ.pmemhomthe cuatamer towspn.Whenlees
ere ropuired ler Mtlt-up/sh.pn¢nt Gr equpmenl,the custom.,nerd have a check ready for the ct,Vet upon pickup Pteaso rola:1he customer needs to provide
remit-to Wommion and sena return¢uthorfration in a thnely manner,for any applicable 3rd.party leases.
X Jeffersonville Parks&Recreation X
Business Name T,tte
x x
Authorized Signature Dale
X
Print Name of Signor
x X G 2G Authorized Signature Date
Pick-up Verification
Customer Authorization-Page 2 Rev.07.16.2009
Terms and Conditions for Equipment Removal,Disposal,Freight Return and Buyout Expectations
Dup..M Equtpentat
For each asset Will dup"bon inacaled for disposal,the customer undustands that once removed,egtnpmmt w l become the property of Integary One
T.O.da9in Equipment may be disposed d or otnerMse ublftad M the dismahon of Mtegnly One Techndogm.It a the nsparsubiity M the cuslamer to enure
mat equipment is net on Nage or Marvels aimed by~W piny.,ntegnof One Tachndoges MIl access avalable recerda M any stir*Isass.met wne
artanged through an JOT tender(slatMSNp.The customer understand.mit JOT is nor Ne lander,end does nM lake resp—bidy fol any ebl.gaaan me
customer may have to vent'V-.,%Np by a 3rd parry
Flight Return A.Maricalion and Responsiblaia.
For each aa.m and Mth dispoeton as indicated,either to customs,or Integnty One Tadlmlage,.11.s..Me rropchmooip m—turn to me lender.Forassers
indicaNd far ralwn DY IM customer,the watOmer M9 W respmrds for retwn and ss aspenses usodated For hi indiotedfa(nluin by Irttegnty On
Technologies,the customer aQnes Mis wdl be retwned to their.—A tea>wnq company The cuslorner takes resp—billy Nr W—Mg(eNm inetuct Ord,
verilyilly tender reguirem.nb for raluln,and'#rsspomide for mndioon of egwpment andhN dams➢*due to lose durrnq sNppinq.Tha cuatpmll ie resp)-bte to
ensuelhat equptnent i.inworluble mnditon Moen remw.d wdvnllauume[espanrtlrlY lm aro lantlm roes aswdaled for tnainpa damaged Jteme The
customer Ya understands that alt claims ri gardirg the Shipment me be to cvatomors sesporniblity, In Me case that damage a inihoted by 1[INgnry 0.
Tochado¢as,such damage Mt be documented and cored by tOT tot vers not document a Inspect for damages that may have occulted prior to Wk-up or
suer removal Dom Me for#miry,a damages mat aro hot dbvmudy virile.
Return Instructions
The customer M9 be rasponiMe for obtiinirp return eutho iiaton and inbuoo0tn for 41 In party leases,and will provide Mea.to Imeady,One Tachndogas m
a tmalymemer.The dlstorMr understand,that arty eddtctal patine owed WMehlNader torrent before(,turn is the ttepon.trtryd the customer.tnegdry
M
OTechn vogute vagi!blain[alum instnrttan only for edupment leased through an 1O7 tender leNto ismp
payment Tetnes
Cash Dark to euW.—: Fat instances v.Ama the tuelam.r Mt receive payment M cash back Nl eostng etrapmenl,the Namme we be,eponsnee tot
Immnabon nothc.ton to this 1ea0n9 company and for verl6raoon M lender nqu unmans.Payment w1 be issued to to custom,upon complow of naw
equipment dkvery and inNtaean,and upon Is atu.g and funding of the thea less*.
IDT ropay lo—o'JIM party lease:Forinstsnce,whro mf.grny One Technologies Wll be paying off erpayfng mlvad a 3rd pally lease,the lease Wil
De paW m NU or up to ren amaunl as indkilyd,Dut not fa uceetl Iha comer#piyop Deland.The cuafomen W(6e nportslbM los nmrMedan
nod➢tallith la th.huYnp wmprnV and/or verdylnp oma mevunQ Ilroir fenderi rcquimnen,a P.Yment wyl(ba 4iwdto Me 3d party/alder upon
—pro.equipment d.Uvary and Installation,sent upon booklrp and funding of the n.w Mese The cuefaneris responsible Mr ysovding ill remfr-b
Mfe(m.lfo i for the 3rd puny I—,lWitsh-Q lull.'Ar—a and account nmebar.
rvY ro pay rowed customer i Naso amn➢oil MrougA qT_for Mawrces when lnf.griry OM Technataplw wIH M paying all or paylnp!aware a ls+s.
Mat—a ongMalty.—W d through inagdty One Technologies,Me Iona will be paid M full or up to the 4010unt 11 Mdkatad,bur nor to osteal ilia
ndntr P.Yod 6.0also.TM custom.will D.spoin W.lo/tarminatMn rron0dlion no the ituerng company and for yei"Mil aW meeting fend.(
rsquDemarrfs.""cuanmw wUt also be napenalbM ror..y iddll WMancblobligation.that may incur if fifty didtmt died the famMalMn
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. GUARANTEED MAINTENANCE AGREEMENT(GMA)
CUSTOMER NAs`z CUSTGI,+CR-)It
Jeffersonville Parks&Recreation Jeff Parks and Recreation
ADIYiESS ADORE53
500 Quartermaster Court 511 Brighton Ave
Cln',STATE,Zia ^rre STATE ZIP
Jeffersonville,IN 47130 Jeffersonville,IN 47130
=W, PEPR Clh ,I:STO1IER PH01{E I'WliER VEnr?COM1T4C7 RERSC4CE—TM[NT1W0 ii;
Paul Northam 812-285-6440 Paul Northam Fiona Mcbride
PJRCMA.E ORCE-x $—TO Pt•0.tiE V SNP 10 W
502-381-3147 Jeffersonville
TERMS OF PAYMENT 'IF MORE THAN ONE"SHIP TO"LOCATION,USE
TERMS ARE NET THIRTY(30)DAYS FROM DATE OF INVOICE. SEPARATE MULTIPLE SHIP TO FORM.
,h
6 Brother 9550
Brother 6900
Included ail pans,all labor,all supplies(except paper)and 360 App
Set up and delivery included
i0T will cover one tune documentation fee
O No Service Contract STARTING METER TERMS
oa
BASE Notes Black/Print Months. 60
Included in Color Office Use Only
Base Service Lease Current Service Agreement
Amount Payment
Base Billed = Monthly Group Number
Per Copy Agreement BW Notes Per Copy Agreement Color Notes
Per Copy Incl.in Base Per Copy Incl.in Base
Allowance 8,000 CPC 3,000
Overage $0.015275 Overage $0.091300
Overages Billed = Quarterly Overages Billed = Quarterly
OTHER GMA INFO OTHER MPS INFO ADDITIONAL ITEMS COVERED
THIS GMA: ra,nx,......,•�;>...>+.r.•-c:�<......
f ncvHor rtwtere •;.r, '-�y;,a.-a. - y; a -- s"t`
CUSTOMER ACCEPTANCE:This Guaranteed Maintenance Agreement,consisting of the femu and conditions appearing above and on page 2
is hereby approved,accepted and executed by the respective parties for term set forth above Customer acknowledges receiving a copy of
page 1 and 2 of GAZA. ,�'^�
AUTHORIZED CUSTOMER SIGNATURE: 11 l�-/ �--lr Salca Rcp aarle Aslle
SIGNER'S NAME IpNnredl: !V x (,/L� [``�a /� `e t•111 hing. Todd Toles
TITLE: Pl-ej L Lk DATE: : `^Z ime, REll
JOT-Xerox �/ /� �/ _
a Xerox Companox y xe 1 ,
2920 Fortune Circle W Ste C Indianapolis,IN 46241 E s N .
Phone:800.264.9967 Fax: 317-241.8544 v.2017-05-10 ..
GMA TERMS AND CONDITIONS:
SERVICES.Throughout this Agreement the werds'Wo,'Our'and'Us rales to Company.The wuds'You'and'Youf refer to the Customer indicated on the reverse.This Agreement covers
both the later and materials for adjustments,repairs,and replacement of pans necessitated by normal use of the Equipment listed an the faced this Agreemnnl('Services').Services do nol
include the following:(a)repairs"to(i)misuse,nogfect a abuse(including,without limlation,improper vohege or use of supplies that do not conlorm loins manufacturers tyecifcations),(d)
use of options,accessades,products,supplies not provided by Company;(ii)non-Company alterations,relocation,or service.Irv)loss or damage resulting horn accidents,bre,water,a theh;(b)
maintenance requested outside Cornpany's normal business taws or this Agreement,(c)relocation,(d)software or connected hardware,(e)LUN drive+oplatemermi,(f)Thermal heads,process
units,and fuser units lorFacia mile Machines,(g)Thermal Heads and MICR Toner for Lasa Printers,and parts and labor la all non4aser pdnlers,motor(h)pads for Scanners.Replacement
pada maybe new,reprocessed,m recavmed.Supplies provided by Company are in accordance with the copy volumes set forth on the face of his Agreement and within the marufacturces
stated yields and do not include siarpes.Supplies are to be used exclusively lief the Equipment and remain Company property ural consumed.You will return,a Blow Company to relrieve,any
f unused supplies at the lermnafiau'expiralien of this Agreement.You are responsible for the cost of excess supplies.You authorize Equipment to be eonnecled to automatic motor reading
software andla device a,if we otherwise request,you will provide us with accurate meter readings for each item of Equipment when and by such means as we request.ff you do not permit Ne
Company to use automatic meter reading software andlor devices,Canpary,may charge a monthly hie for manually portioning motor reads.If you do not provide meter reads as required,
Company may estimate the reading and bell accordingly_You shall provide adequate space and electrical service for fine operation of the Equipment in amddance with UL ar d'or manufacturer's
spuificatias.Supplies willbe via UPS Ground.All shipping methods,including,but not limited to,UPS Ground.Overnight,"or Messenger Service,wig ba failed to the Customer.Additional
lees maybe charged fa Services provided outside Company's normal business tours of fa canpularMotAvir issues and will be at Company hourly rates in egeol at the rime of Service.Ir,at
any time during the Term of this Agreement,Customer upgrades,modifies,as adds equipment,Customer shelf promptly notify Company and provide Company right of first refusal to provide
Services far added equipment.Company maintains the right Io nspeel any upgrades and modifications to Equipmenl welter additional equipment and,in its sde dacraton,determine whelhei
equipment is eligible fa Servim.K approved,Ne Agreemerlt will be amended Io include such changes,including paring npdrfications.Unless otherwise agreed bin writing,Customer remains
solely responsible[army and all Customer data stored within he Equipment and the remmal of such data upon remaral of Equipment or termination of Nis Agreement
TERM AND PAYMENT.Except as otherwise provided for heron,this Agreement in non-cancefabte and will commence on the stat date indicated on the face of this Agreement and remain in
effect It roughout the Term,N the event the fees herein are included in your Wase,payment.the Term shall begin on the slat date and continuo through the expiratio ormination or the Lease
AgreemenL The meter cant at installation or,in the case of owned printers,of assessment,wet be used lor overages calculations Unless notified in writing sixty(60)days poor toils mpiralion,
this Agreement shag automatically renew for additional are(1)year periods.You agree to pay Company the Minimum Monthly Payment and all other sums when due and payable.The Minorum
Monthly Payment enElles you to Senecas for a specific number and type(me,btaok d while.color,scan)of PrinlslCopres as identified on the face of this Agreement and will be billed in advance.
2 In addition.You agree to pay the Overage Rate hx each PdnV'Copy that exceeds the applicable number and type of PrintsiCopies provided in the Minimum Monthly Payment which amount chap
he billed in arrears and is payable as indicated on the two of his Agreement.A Print/Copy is defined as standard 6.SxI V copy(larger size copies may register two meter dicks).No credit wig
be applied towards unused oopiedprints.Your otal gation to pay all sums when due Nag be absduta and unconditional and is hot subject to any abatement,offset,defense a counterclaim.It
any payment Ls not paid within 10 days of its due date,you wig pay a late charge not to exceed 7%of each late payment(or such lesser rate as is the maximum atonable by lax).Company has
the rght to withhod service and supplies,vdlhoul recourse,fa any non-payment.Unless otherwise called on the fare of this Agreement,Company may increase the Base Charge andya the
Overage Rates an an annual basis,n an amount not to exceed 15%,Company retains the right to have all or some of the amounts due hereunder billed vela collected by third parties.If
Customer requires any special b1ling procedure or invwng,Company resines the right to bill an adminisVxive fee not to exceed 5700 per inrdce.
3 TAXES.Payments we exclusive of all state and local sales,use,excise,pdvaego and similar lazes,You mll pay when due,tithe drecty or to Uc upon demand,at taxes,lines and penalties
relating to this Agreement that are now or in the future assessed or levied.
WARRANTY:You acknowledgo that the Equipmenlcovared by this Agreement was related by You based upas your own judgment, COMPANY MAKES NO REPRESENTATIONS OR
4 WARRANTIES,EXPRESS OR IMPLIED,ORAL OR WRITTEN,INCLUDING,WITHOUT LIMITATION,IMPLIED WARRANTIES OF NON-INFRINGEMENT;IMPLIED WARRANTIES OF
MERCHANTABILITY;OR,FITNESS FOR A PARTICULAR PURPOSE,ALL OF WHICH ARE SPECIFICALLY AND UNRESERVEDLY EXCLUDED.IN PARTICULAR,BUT WITHOUT
LIMITATION,NO WARRANTY IS GIVEN THAT EQUIPMENT IS SUITABLE FOR PURPOSES INTENDED BY CUSTOMER.
g LIMITATION OF LIABILITY.In no wrest stag Company be table for any indirect,special,incidental a consequential damages(including loss profits)whether based in contact,lost,a any
other legal Keay and irrespective of whether Company has notice afire posshbi4ty of such damages.
DEFAULT;REMEDIES:Any of the following events or conditions stag constitute an Event of Dclauh under his Agreement:(a)failure to make payment when duo of any indebtedness to
Company a for the Equipment,whether or rut arising under this Agreement,without notice or demand by Company;(b)breach by you of any abaigatim herein;or(c)it you cease doing business
as a going cwcam.If you default.Company my'(1) require future Services,including supplies to be paid in advance.(2)require you to immediately pay the amounl of the remaining unpaid
6 balance of Ifo Agreemed,(3)laminate any and all agre is withyou,andia(4)pursue any timer remedy pemilled at law or in equity.In Ne Evwl of Defaull,ramaninlq payment amounts
due wit be calculated using the average of the last six months'billing periods or the face value of the Agreement,whichever is greater,multiplied by the remaning months of the Agreaernent.You
agree that any delay or failure of Company to enface its rights under his Agreement does not prevent Company from enforcing any such rigN at a later time.All of Compant's righls and
remedies survive the terrination of this Agreement.In the went of a dispute arising out of this Agreement of the Equiprment listed herein,should it prevail Company shat be entitled to collection
of its reasonaGe mats and atlaneys'fees Waned in defwding a enforcing flus Agreemerd,whither or nil litigagon is commenced.
7 ASSIGNMENT:You may not seg,banstor,or assign this Agreement without the prig written consent of Company.Company may sill,assign or hander this Agreement.
NOTICES:All notices required of pomittod under this Agreement shall be by registered mail to such parry at the address set forth'm he Agreement or at such other address as such party may
8 designate in wriing from dime to Gere.Any notice ham Company to you shall be effedive Rasa days after it has bow deposited in Ne mol,duly addressed.All such notices to Company tan
you shall be affective after it has been weaved via registered U.S.Mail.
INDEMNIFICATION.You are responsible far and agree to indemnify and hold Us harmless tont any and all(a)losses,damages,penalties,dams,suits and actions(cdlacbvely,'Cla ms'),
9 whether based on a Naxy of contact,tat,strict liability of c hawise caused by m related to Your use or possession of the Equipment,and(b)all costs and ahorneys'bas incurred by Us
relating Lo such claim.
10 FAX EXECUTION.A taxed or elecraucalty bansmited version of this Agreement may be considered Ne original and you will not have The night to challenge in court the authenticity of binding
effect of my faxed at scanned copy of signature thereon.This Agreement may be signed in counterparts and all counterparts will be considered and constitute the same Agreement.
MISCELLANEOUS.(a)Choice of lox,This Agwemenl shall be governed by he laws of Ne stale of Indiana(without regard to the mnfl4l of laws or principles of such sates);(b)Jury Taal.
YOU EXPRESSLY WASVE TRIAL BY JURY AS TO ALL ISSUES ARISING OUT OF OR RELATED TO THIS AGREEMENT;(c)Entire Ao.w-w.This Agreement constitutes the enfre
agreement between Ne parties with regards to the subject matter heroin and supeisedos all prior agreements,proposals or negotiations,whether oral of written;(d)EnfilFwatiW Rarity
It provision of this Agreement is unenforceable,illegal a invalid,the remaining provisions will remain in lull force and effect;(el Amendments.This Agreement may not be amended or modf7ed
except by a wining sign No parties:provided you agree that we are authorized,without notice to you,to supply sussing information a correct obvious errors provided that such lunge does
not malerially Ater your oblig (q Face Manure.Company shat not boresponsible for delays or inability to service caused directly of u4hocity by sblkes,accidwls,climate conditions,
pads availability,unsafe travel condor s,of other reasons beyond cur oonbd;(9)Company has the right to modilyk xvoct any clerical teras.
Bill to: Ship to:
Customer Signatur Date
tj it %
Page 2 of 2
\7L
pest
mmwrom GUARANTEED MAINTENANCE AGREEMENT(GMA) e
CUSTOMER I—E CJSTOP•£R"PIE
Jeffersonville Parks&Recreation Jeff Parks and Recreation
ADIRESS .-DCRESS
500 Quartermaster Court 511 Brighton Ave
0"STATE,Z:P OTY STATE IIP
Jeffersonville,IN 47130 Jeffersonville,IN 47130
COW-T PERSON CLtiiOhtER PIiC!.E NJ.t:HiR W rEl GONTACTPERSCfI Dep PR TVENTIRWIM
Paul Northam 812-285-6440 Paul Northam Mona Mcbride
P;IRGNS"c OR-DER TO
502-381-3147 Jeffersonville
TERMS OF PAYMENT 'IF MORE THAN ONE"SHIP TO"LOCATION,USE
TERMS ARE NET THIRTY(30)DAYS FROM DATE OF INVOICE. SEPARATE MULTIPr7l
1 HP CP1525N CNOF225961
t HP M452NW VN83YO8232
fill Mppil-I E-P,
❑ No Service Contract STARTING METER TERMS
Total
BASE Notes BlackJPrint Months: 12
Color Office Use Only
Base Service
Amount $32.00 Current Service Agreement
Base Billed - Monthly Group Number
Per Copy Agreement BW Notes Per Copy Agreement Color Notes
Per Copy Incl.in Base Per Copy incl.in Base
Allcwance 2,000
Overage $0.019000 CPC $0.130000
Overages Billed = Quarterly Overages Billed = Quarterly
OTHER GMA INFO OTHER MPS INFO ADDITIONAL ITEMS COVERED
THIS GMA: m.>u.,....._o. .r�..,......
Entail for meters �i..'.s2':A�- ":, `,,.,+'°a ''-�" °r`t' ,..,,,i^•,'>
CUSTOMER ACCEPTANCE:This Guaranteed Maintenance Agroemant,cons,sling of the terms and conditions appearing above and on page 2
is hereby approved,accepted and executed by the respective paries for term set torah above. Customer acknowledges mceiving a copy of
page 1 and 2 of GMA.
l
AUTHORIZED CUSTOMER SIGNATURE' % --�d --...1 Sales Rep Dane Astie
C /J
SIGNER'S NAME(p„Medl- - L V lf ,'�'� %irtq Todd Toles
TITLE: %�\ L DATE' % GI/ C r REPO
IOT-Xerox
a Xerox Company xro
2920 Fortune Circle W SM C Indianapolis,IN 46241
Phone:800-264-SSST Fax: 311-241.6544 v.2017-05-10
GMA TERMS AND CONDITIONS:
SERVICES,Throughout this Agreement the words'We''Our'and'U4'refer to Company.The words'You'and'Your'releir to the Customer indicated on The reverse.This Agreement covers
both the labor and materials for adjustmenlc,repairs,and replacement of parts necessitated by normal use of the Equipment fisted on the face of this Agreement('Servicers'),Services do nol
indude the blowing:(a)mpairs due lo(i)misuse,neglect,a abuse(including,without timlatim,improper voltage a use of supplies that do rot canferm to the manufactures'specifications),(u)
use of options,accessories,products,supplies nx9 provided by Company;(,a)non-Company alieraws,relocation,or service;(iv)loss or damage Issuing from accidents,fire,water,a theft;(b)
maintenance requested outside Canpmys normal business Ions a this Agreement,(c)relocation,(d)software a connected hardware,(a)hard drive replacement,(1)Thermal heads,process
vrJls,and fuse units for Facsimile Machines,(9)Thermal Heads and MICR Toner for Laser Printers,and parts and labor for all rioMamr printers,andla(h)parts 6x Scannas.Replacement
parts may benew.ew.reprocessses,a recovered.Supplies provided by Company wain accordance with the copy volumes sat forth on the face of Chis Agreement and within the manufac icer s
stated yields and do not include staples.Supplies are to be used exclusively Its the Equipment and remain Company property until consumed.You will return,or allow Company to refmwe,any
1 mused supplies 0 the terminatimkxpkation of this Agreement.You are responsible la the coal of excess supplies.You"orize Equipment lobe connected to automatic more,reading
software wWa device or d we dhonvim request you will provide us with accurate meter readrgs to each item of Equipment when and by such means as we request.If you do not perrrA he
Company to use automatic meter reading software and/or devices.Company may Change a monthly tae for manually perfa rrorg meter foods-II you do nal provide meta leads as required.
Company may estimate the reading and bill aeeofingly.You shall provide adequate space and electrical service or he eperalan of the Equipmenl in aceardancewith UL andfa manufacturers
specifications,Supplies vAp be via UPS Ground.Al shipping methods,incl Wing,but not Smiled to,UPS Gourd,Overnight,andfor Messenger Service,with be billed to the Customer.Addifional
fees maybe charged for Services provided wide Companys namal business hours or for computerinehvak issues and will be at Company hourly rates in effect at the time of Service.II,at
any Time dump the Term of This Agreement Custanor upgrades,modifies,or adds equipment,Customs shall promptly holify Company and provide Company right of firs(refusal to porde
Services for added equipmonl.Company maintains the right to inspect any upgrades and modifications to Equipment and/or eddlipnal equipment and,in is sale discretion,determine whether
equipment is eligible la Seance.If approved,the Agreement will be amended to include such charges,including pricing modifications.Uniecs other wise agreed loin wribng,Customer remans
scaly tespomble la any and all Cuslme data stored within Ino Equipment and the removal of such data upon removal of Equipment of Termination of this Agrosimant.
TERM AND PAYMENT.Except as otherwise provided for herein,his Agiesmonl in nm<anarlable and will commence on the start date indicated an the face of Otis Agreement and remain in
elect throughout Ne Term,In the event he fees herein are included in your lease paymw 1,the Term shall begin on Itis start date and continue through the expiraliorvterninatfon of The Lease
Agreement.The mets count at inslaaatim or,in the case of awned prints,at amsassment will be used for eveagas calculations.Unless notified in wn0g sixty(601 days prior to ils expksion,
This Agreement shag aulanalically tonew ter addilimal one(1)year periods.You agree to pay Company he Minimum Monthly Payment and all ohs sums when due and payable.The Mdr6num
Monthly Payment wildes you to Services for a specific number and type le.black IT,while,cola,scan)of PrimLiCoples as identified on the face of TnsAgrtxamont and wifl be billed in advance.
2 In addition,You agree to pay the Overage Rate for each Pri i"if that exceeds the applicable number and type of PenlYCopias provided in Ne Minimum Monthly Payment which arroum shell
be billed in arrears ands,payable as indicated on he face of his Agreement A PringCopy is deCmed as standard Bb'x I1'copy(larger size copies may register Iwo meta dicks).No credit will
be applied towards unused copies/prints.Your obligation to pay all sums when due shall be absolute and uncondilionai erd is not subject to any abatemenl,offset,defense a counlerdaim If
any payment is not paid within 10 days of its due date,you will pay a late dlarge not to exceed 7%of each late payment(or such lessor rate as is the maximum allowable by law).Canpany,has
he right to withhold service and supoies.without recourse,for any non-payment.Unless otherwise slated an the face of this Agreement,Company may inaeaso The Base Charge andfo the
Overage Rates on an annual basis,in an amount not To exceed 15%.Company ratans he right to have all or some of the amounts due hereunder billed and/or collected by hid parties.IT
Customer requires any specialized Wiling procedure or invoicing.Company reservas the right to bill an admintslralive fee not to exceed S I00 per invoice.
3 TAXES.Payments are adusive of all state and local sales,use,excise,privilege and similar taxes.You will pay when due,either directly a to Us upon demsd,all taxes,fines and panalles
retaing to this Agreement hat are now or in he Uwe assossed a lever.
WARRANTY:You acknowledge Nal the Equipment covered by this Agreement was selected by You based upon your awn judgment. COMPANY MANES NO REPRESENTATIONS OR
4 WARRANTIES,EXPRESS OR IMPLIED,ORAL OR WRITTEN,INCLUDING,WITHOUT LIMITATION.IMPLIED WARRANTIES OF NON-INFRINGEMENT;IMPLIED WARRANTIES OF
MERCHANTABILITY;OR,FITNESS FORA PARTICULAR PURPOSE ALL OF WHICH ARE SPECIFICALLY AND UNRESERVEDLY EXCLUDED.IN PARTICULAR, UT WITHOUT
LIMITATION,NO WARRANTY IS GIVEN THAT EQUIPMENT IS SUITABLE FOR PURPOSES INTENDED BY CUSTOMER.
5 LIMITATION OF LIABILITY.In no event,shall Company be liable la any indirect,special,incidental a oonsequenbal damages(inducing loss proEts)whether based in contract,tort.of any
other legal theory and irrespective of whether Compaq has notice of the possibility of such damages.
DEFAULT;REMEDIES,Any of the following events or conditions shall constitute an Event of Default under this Agieernerd:(a)failure 10 make payment when due of any indebtedness to
Company or far the Equipment,whether or not arming under his Agreemen6 without notice of demand by Company;(b)beach by you of any obligation herein;or(c)if you coarse doing business
as a going concern.II yen defatil,Company may.(1) rte iruke future Services,including supplies lobe pad in advance,(2)require you To immediately pay the wrwunt of he remaining unpaid
6 balance of the Agreement(3)terminate any and all apreemenls with you,shdbr(4)pursue any other remedy permitted at law or in equity.In the Event d Default,remaining payment amounts
due vrJl be calculated using the average of the fast six months tilting periods a he face,value of the Agreement,whichever is greater,multiplied by the remairi i;months of The Agreemenl.You
agree that any delay or failure of Company to enface its rights under This Agreement does not prevent Company from ordwartg any such right at a later time.AN of Company's rights and
remedies survive the termination of this Agreement.In The event of a dispute arising al of Pis Agreement or he Equipment fisted herein.should it prevail,Company shag be entitled to code son
alto reasonable costs and attorneys lees incurred in defending or onlacing this Agreement,whether or not litigation is commenced.
T ASSIGNMENT:You may nal sell,transfer,o assign his Agreement without the prior written consent of Company.Company may sell,assign or bansfor this Agreement.
NOTICES:All notices required or permitted under tins Agiaemenl shall be by registered mai;to such party at the address set"in this Agreement,a at such other address as such party may
6 designate In wriorig ham Time To Time.Any notice kart Company Io you shad be elective three days alfa it has been deposited in the mail,duty addressed.All such notices to Company from
you shall be effective ager it has boon received via registered U.S.Mal.
INDEMNIFICATION.You are respahsible for and agree b kldermnily and held Us harmless hem,any and all(a)losses,damages,penalties,claims,suits and ac4ans(collectively,'Clams'),
B whether based an a theory of contract,tort,strict liability of otherwse caused by or related to Your use a pcesamon M the Equipment,and(b)alI costs and allorneys'less incurred by Us
relating to such dam.
10 FAX EXECUTION.A faxed a electronically transmitted version of he Agreement may be oonsidered he original and you will not have the right to challenge in court No aulhimboity,of binding
elfed of any faxed a scanned oopy or sigualwe thereon.This Agreement may be signed in counterparts and all rxxnterpals will be considered:red constitute the same Agreement.
MISCELLANEOUS.(a)Choke of LawY.This Agreement"be govemed by the taws of the state of Indiana(w.thoul regard to the sennet of laws a princes of such slates);(b)Jun Trial.
YOU EXPRESSLY WAIVE TRIAL BY JURY AS TO ALL ISSUES ARISING OUT OF OR RELATED TO THIS AGREEMENT;(c)Entire Aarrx~t.Tins Agreement oonselutes the entire
agreement between the parlieswith regards to the subject matter heroin and supersedes all prior alifeemenis,proposals or negoUaUons,whether sal or writers,(d)EnfaeeabPAv.l any
11 provision of this Agreerrenl is unenforceable,illegal or invalid,he remaining provisions will remain in fug lace and elect',(e)Amendments.This Agreement may not be amended a,modified
axcfapt by a uribfg signed by Ne parties;Provided you agree Nal wo are aAhorized,without notice to you,losupply missng inta'msion or correct obvious eras provided that such change does
not materially alter your obligations;(1)Face klaeure.Company shall not be responsible for de;ays a inability to service causod directly or Inmredly by strikes,accidents,climate condisms,
pads avalaNEty,unsafe Iraveidilions,Drother asons beyond our control;(g)Company has the right to modify/ccaect any clodcai offers.
Bill to: Ship to:
Customer Signatur Oate b
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