HomeMy WebLinkAboutA6703 - XEROX FINANCIAL SVCS LLC - COST PER COPY AGRXerox Financial Services LLC Supplement to1ease ("Supplement") x rox
45 Glover Avenue J
Mnrw ik rTnFRcr
Agreement Number for Lease Agreement Number (or this supplement Dealer Name
020-0036746.001 020-0036746-002 Image Source
CUSTOMER INFORMA
fuA Uq@ Name
DBA
City of Palm Springs
Biffing Address
rAy state
ZIP Code
3200 E. Tah uitz Canyon
Palm Springs CA
92262
Phone
contact Name
Contact Emall I customer Parr
( uord)
760-323-8205
Rick Manilla
EQUIPMENTADDE
Rick.mozzillo@palmspringsca.gov
Quantlty
Model and Desalptlan
1
Xerox Altolink B8055
Equipment Location: City Attorney
EQUIPMENTDELETED
quantity model and Desulptlon
TOTALNEW OR ADDITIONAL
® If this box Is checked, your new Lease Payment consists of an Annual Lease
Payment of 16o 974.94 Includes applicable tax. Paymnent may be adjusted
according of current tax rates. If the Lease is a Cost Per Copy Agreement,
plus Excess Charges (collectively, the "New Total Payment").
® If this box Is checked, the above includes a change to your service.
I] If this box is checked, your new payment is the sum of the amounts set forth
in the Lease, any other Supplements thereto, as applicable, and an
additional payment for this Supplement. The additional payment for this
Supplement consists of a Monthly Lease Payment of S . plus
Taxes and, If the Lease is a Cast Per Copy Agreement, plus Excess Charges
(collectively, the "Additional Payment").
❑ If this box is checked, the above Includes a change to your service.
B&W Copies Included
Excess B&W Copies Charge
B&W Prints Included 0
Excess B&W Prints Charge-.0049-
Color Copies Included
Excess Color Copies Charge
Color Prints Included
Excess Color Prints Charge
Other Copies Included
Excess Other Copies Charge
Other Prints Included
Excess Other Prints Charge
26 Months, which is the balance of the Initial Lease Term of the Lease, so this Supplement is coterminous with the Lease and any other Supplements thereto,
as applicable
TERMS e CONDITIONS
You have asked Xerox Financial Services LLC to agree to this Supplement, which adds Equipment to, deletes Equipment from, and/or modifies maintenance charges or
Excess Charges for Equipment subject to, the Lease. You agree to pay the New Total Payment or the Additional Payment, whichever is applicable, set forth above. Except
as set forth herein, the terms and conditions in the Lease, including any Supplements thereto, and any personal guaranty(s) shall remain In full force and effect and are
Incorporated herein by reference,
CUSTOMER
BY YOUR SIGNATURE BELOW, YOU ACKNOWLEDGE THAT WE ARE MODIFYING AN EXISTING NON -CANCELLABLE LEASE AND THAT YOU
HAVE READ AND AGREE TO ALL TERMS AND CONDITIONS IN (1) THE LEASE, AS MODIFIED, (11) ANY SUPPLEMENTS, IF APPLICABLE, AND
fii THIS SUPPLEMENT.
harked 1
Date Federal Tax 10 • (Required;
X�--
NIM Name
Tltk lusdloate esld Pmtner, Pra nets. etc.)
LESSOR ACCEPTANCL
Accepted B . Nome and Tltle
Date
Xerox Financial Services LLC
Rio!;,�, * -0,-
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ts
A ST:
Cltrr
Supplement Lease Agreement Final 7-25-I2
APPR BY GT�Y MANAGER
r�ll1'�N•Zg ��03
Xerox Financial Services LLC
45 Glover Avenue
Norwalk, CT 06856
Supplement to Lease ("Supplement") xerox
Agreement Number for Lease
020-0036746-001
Agreement Number for this Supplement Dealer Name
020-0036746-002 Image Source
CUSTOMER•' •
Full Legal Name
DBA
City of Palm Springs
BillIng Address
City
State
ZIP Code
3200 E. Tah uitz Canyon
Palm Springs
CA
92262
Phone Contact Name
Contact Email
Customer Pa#
(Optional)
760-323-8205 Rick Mazzilla
EQUIPMENT••
Rick.mozzillo@palmspringsca.gov
•
Quantity
Model and Description
1
Xerox Attalink B8055
Equipment Location: City Attorney
EQUIPMENTDELETED
Quantity Model and Description
TOTALNEW OR ADDITIONAL
® If this box is checked, your new Lease Payment consists of an Annual Lease
Payment of $69,974.94 includes applicable tax. Paymnent may be adjusted
according of current tax rates. If the Lease is a Cost Per Copy Agreement,
plus Excess Charges (collectively, the "New Total Payment").
® If this box is checked, the above includes a change to your service.
❑ If this box is checked, your new payment is the sum of the amounts set forth
in the Lease, any other Supplements thereto, as applicable, and an
additional payment for this Supplement. The additional payment for this
Supplement consists of a Monthly Lease Payment of $ plus
Taxes and, if the Lease is a Cost Per Copy Agreement, plus Excess Charges
(collectively, the "Additional Payment").
❑ If this box is checked, the above includes a change to your service.
B&W Copies Included
Excess B&W Copies Charge
B&W Prints Included 0
Excess B&W Prints Charge .0049
Color Copies Included
Excess Color Copies Charge
Color Prints Included
Excess Color Prints Charge
Other Copies Included
Excess Other Copies Charge
Other Prints Included
Excess Other Prints Charge
26 Months, which is the balance of the Initial Lease Term of the Lease, so this Supplement is coterminous with the Lease and any other Supplements thereto,
as applicable.
TERMS • CONDITIONS
You have asked Xerox Financial Services LLC to agree to this Supplement, which adds Equipment to, deletes Equipment from, and/or modifies maintenance charges or
Excess Charges for Equipment subject to, the Lease. You agree to pay the New Total Payment or the Additional Payment, whichever is applicable, set forth above. Except
as set forth herein, the terms and conditions in the Lease, including any Supplements thereto, and any personal guaranty(s) shall remain in full force and effect and are
incor orated herein by reference.
CUSTOMER
BY YOUR SIGNATURE BELOW, YOU ACKNOWLEDGE THAT WE ARE MODIFYING AN EXISTING NON -CANCELLABLE LEASE AND THAT YOU
HAVE READ AND AGREE TO ALL TERMS AND CONDITIONS IN 0) THE LEASE, AS MODIFIED, (ii) ANY SUPPLEMENTS, IF APPLICABLE, AND
iii THIS SUPPLEMENT.
thorized Sl ne
Date
Federal Tax ID#(Required)
Print Name
Title (indicate giesident, Partner, Proprietor, etc.)
LESSOR ACCEPTANCE
Accepted By: Name and Title
Date
Xerox Financial Services LLC
s -,
A ST:
6dyClekF_r
Supplement Lease Agreement Final 7-25-12
APPROYED BY CRY MANAGER
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Xerox Financial Services LLC
ia`i Glover Avenue
t.y,i Jk ( , n:,K ,4,
Supplement to Lease ("Supplement") xe rlox
Agreement Number for Lease Agreement Number for this Supplement Dealer Name
020 0036746-001 020-0036746-002 Image Source
CUSTOMER•• •
Full Legal Name
DBA
City of Palm Springs
Billing Address
City
State
ZIP Code
3200 E. Tah uitz Canyon
Palm S rin s
CA
92262
Phone Contact Name
Contact Email
Customer PO#
(Optional)
760-323-8205 Rick Mozzillo
EQUIPMENT..
Rick.mozzillo@palmspringsca.gov
.
Quantity
Model and Description
1
Xerox WorkCentre 5955APTXF2
Equipment Location: 425 N. Civic Dr., Palm Springs, CA 92262
EQUIPMENTDELETED
Quantity Model and Description
TOTALNEW •' ADDITIONAL
® If this box is checked, your new Lease Payment consists of Lease Payments
1 payment at $2,296,80, includes tax. Payment due 30 days from lease
commencement.
1 payment at $ $64,407.55, includes tax. Payment due on 6/14/2018.
1 payment at $ $64.407.55, includes tax. Payment due on 6/14/2019
if the Lease is a Cost Per Copy Agreement, plus Excess Charges (collectively,
the "New Total Payment').
® If this box is checked, the above includes a change to your service.
❑ If this box is checked, your new payment is the sum of the amounts set forth
in the Lease, any other Supplements thereto, as applicable, and an
additional payment for this Supplement. The additional payment for this
Supplement consists of a Monthly Lease Payment of $ , plus
Taxes and, if the Lease is a Cost Per Copy Agreement, plus Excess Charges
(collectively, the "Additional Payment").
❑ If this box is checked, the above includes a change to your service.
B&W Copies Included
Excess B&W Copies Charge
B&W Prints Included 0
Excess B&W Prints Charge .0049
Color Copies Included
Excess Color Copies Charge
Color Prints Included
Excess Color Prints Charge
Other Copies Included
Excess Other Copies Charge
Other Prints Included
Excess Other Prints Charge
31 Months, which is the balance of the Initial Lease Term of the Lease, so this Supplement is coterminous with the Lease and any other Supplements thereto,
as applicable.
TERMS • CONDITIONS
You have asked Xerox Financial Services LLC to agree to this Supplement, which adds Equipment to, deletes Equipment from, and/or modifies maintenance charges or
Excess Charges for Equipment subject to, the Lease. You agree to pay the New Total Payment or the Additional Payment, whichever is applicable, set forth above. Except
as set forth herein, the terms and conditions in the Lease, including any Supplements thereto, and any personal guaranty(s) shall remain in full force and effect and are
incorporated herein by reference.
CUSTOMER
BY YOUR SIGNATURE BELOW, YOU ACKNOWLEDGE THAT WE ARE MODIFYING AN EXISTING NON -CANCELLABLE LEASE AND THAT YOU
HAVE READ AND AGREE TO ALL TERMS AND CONDITIONS IN (i) THE LEASE, AS MODIFIED, (ii) ANY SUPPLEMENTS, IF APPLICABLE, AND
(iii) THIS SUPPLEMENT.
Authorized SI ner
Date
Federal Tax ID # (Required)
X
9 / i�
Print Name
Title (indicate President, Partner, Proprietor, etc.)
0
LESSOR ACCEPTANCE
Accepted By:
Name and Title
Date
Xerox Financial Services LLC
A ST:
nt Lease Agreement Final 7-25-12
City Clerk TOYED
BY 6111 MANAGER
Ila yo.74� f �'Zo3
Xerox Financial Services LLC xe cox ��
45 Glover Avenue Cost Per Copy Agreement
Norwalk, CT 06856
Lease Agreement #: 0036746
Dealer Name: ImageSource
LESSEE INFORMATION
Full Legal Name
D B A
City of Palm Springs
Billing Address
City
State
ZIP Code
3200 E. Tah uitz Canyon
I
Palm S rin s
CA
92262
Phone Contact Name
Contact Email
Lessee PO# (Optional)
760-323-8205 Ja Thom son
Ja . haLA P aI mun rin sca. ov
EQUIPMENT
Quantity
1 Model and Description
I Quantity
I Model and Description
3
Xerox 7970
19
Xerox 5955
3
Xerox 5875
Equipment Location (if different from Billing Address)
TERM • PAYMENT IMAGE TYPE
B&W
IMAGES INCLUDED
0 .0049
Initial Lease Term (in months): 60
Color
0 .049
Annual Lease Payment: $ 59,935.57 Everyday Color
N/A N/A
Includes applicable taxes. Payment maybe Color Level 2
N/A N/A
adjusted according to current tax rates. Color Level 3
N/A N/A
LESSEE ACCEPTANCE
BY YOUR SIGNATURE BELOW, YOU ACKNOWLEDGE THAT YOU ARE ENTERING INTO A NON-CANCELLABL LEASE AND THAT YOU HAVE READ AND AGREED TO ALL APPLICABLE
TERMS AND CONDITIONS SET FORTH ON PAGESIAULk2 OF THI LEASE.
Date ��
Federal Tax ID # (Required)
X�
95-6000757
Print Name
Title (indic a Presiden artner, Proprietor, etc.)
David H Readv
City Manager
Accepted By: Xerox Financial Services LLC Name and Ti
LESSOR ACCEPTANCE
Date
CONDITIONS
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XFS; 'We," "us" "Lessor" and "our" means Xerox Financial Services U.C. "Party" means you or XFS, and
"Parties" means both you and XFS. "Dealer" means the entity identified in "Dealer Name" above. "Discount
Rate" means a rate equal to the 1-year Treasury Constant Maturity rate as published in the Selected Interest
Rates table of the Federal Reserve statistical release H.15(519) or successor publication for the week ending
immediately prior to the Inception Date. "Equipment" means the items identified in "Equipment" above and in
any attached Equipment schedule, plus any Software (as defined in Section 3 hereof), attachments,
accessories, replacements, replacement parts, substitutions, additions and repairs thereto. "Excess Charges"
means the applicable excess copies and/or prints charges. "Inception Date" means (a) the date Dealer
determines Equipment installed by Dealer is operating satisfactorily and is available for your use, or (b) the
date Equipment identified by Dealer as being installable by you is delivered to your premises. "Lease" means
this Cost Per Copy Agreement, including any attached Equipment schedule. "Lease Payment" means the
Annual Lease Payment specified above, which includes the fixed component of maintenance charges payable
to Dealer under the Maintenance Agreement, the Excess Charges (unless otherwise agreed by you, Dealer
and XFS), and other charges you, Dealer and XFS agree will be invoiced in advance by XFS on an annual
basis, plus Taxes. "Maintenance Agreement means a separate agreement between you and Dealer for
maintenance and support purposes. "Origination Fee" means a one-time fee of $125 billed on your first invoice
which you agree to pay, covering the origination, documentation, processing and certain other initial costs for
the Lease. "Term" means the Initial Lease Tenn 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.).
2. Lease, Payments and Late Payments. You agree and represent all Equipment was selected, configured
and negotiated by you based upon your own judgment and has been, or is being, supplied by Dealer. At your
request, XFS has acquired, or will acquire, the same to lease to you under this Lease and you agree to lease
the same from XFS. The Initial Lease Tenn, which is indicated above, commences on the Inception Date. You
agree to pay XFS the first Lease Payment 30 days after the Inception 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 annually thereafter, whether or not XFS invoices you. If any payment is not paid in full within 5 days
after its due date, you will pay a late charge of the greater of 10% of the amount due or $25, not to
exceed the maximum amount permitted by law. For each dishonored or returned payment, you will be
assessed the applicable returned item fee, which shall not exceed $35. Restrictive covenants on any method
of payment will be ineffective.
3. Equipment and Software. To the extent that the Equipment includes intangible property or associated
services such as software licenses, such intangible property shall be referred to as "Software." You
acknowledge and agree that that XFS has no right, fille or interest in the Software and you will comply
throughout the Lease Term with any license and/or other agreement ('Software Ucensel with the supplier of
the Software ("Software Supplier'). You are responsible for entering into any required Software License with
the Software Supplier no later than the Lease Inception Date. You agree the Equipment is for your lawful
business use in the United States (including its possessions and territories), will not be used for personal,
household or family purposes, and is not being acquired for resale. You will not attach the Equipment as a
fixture to real estate or make any permanent alterations to it.
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,
AND TO PAY ALL OTHER AMOUNTS DUE OR TO BECOME DUE, IS ABSOLUTE AND UNCONDITIONAL
AND NOT SUBJECT TO DELAY, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM OR
RECOUPMENT FOR ANY REASON WHATSOEVER, IRRESPECTIVE OF THE PERFORMANCE OF THE
EQUIPMENT, DEALER, ANY THIRD PARTY OR XFS. Any pursued claim by you against XFS for alleged
breach of our obligations hereunder shall be asserted solely in a separate action; provided, however, that
your obligations under this Lease shall continue unabated.
ATTEST: APPROVED BY C.17( C-01"NCIL
a. CAa or Lease vpuons. IT you are not In aeraun and it you provlae no greater tnan iou days ana no less
than 60 days' prior written notice to XFS, you may, at the end of the Initial Lease Tenn, either (a) purchase all,
but not less than all, of the Equipment "AS IS, WHERE IS" and WITHOUT ANY WARRANTY AS TO
CONDITION OR VALUE at the time of purchase by paying its fair market value, as determined by XFS in its
sole but reasonable discretion, plus Taxes, (b) enter into a new lease on mutually agreeable terms, or (c) de -
install and return the Equipment, at your expense, fully insured, to a continental US location XFS specifies. If
you have not elected one of the above options, you shall be deemed to have entered into a new lease with a 3
month tern on terms and conditions identical to this Lease, except that either party may terminate the new
lease at the end of its 3 month term on 30 days' prior written notice and, when this new lease terminates, shall
take one of the actions identified in (a) (b) or (c) in the preceding sentence or be deemed to have entered into
another new lease with a 3 month term as provided herein. Any purchase option shall be exercised with
respect to each item of Equipment on the day immediately following the date of expiration of the Lease Term
of such item, and by the delivery at such time by you to XFS of payment, in cash or by certified check, of the
amount of the applicable purchase price for the Equipment. Upon payment of the applicable amount, XFS
shall, upon your request, execute and deliver to you a bill of sale for the Equipment on an "AS IS; WHERE
IS," WITH ALL FAULTS" basis, without representation or warranty of any kind or nature whatsoever. After
such payment, you may trade-in the Equipment as part of another transaction with XFS and, if you do, you
must pass unencumbered title of the Equipment being traded -in to XFS.
6. Equipment Return. If the Equipment is returned to XFS, it shall be in the same condition as when delivered
to you, normal wear and tear accepted and, if not in such condition, you will be liable for all expenses XFS
incurs to return the Equipment to such "normal wear and tear" condition. IT IS SOLELY YOUR
RESPONSIBILITY TO SECURE ANY SENSITIVE DATA AND PERMANENTLY DELETE SUCH DATA
FROM THE INTERNAL MEDIA STORAGE PRIOR TO RETURNING THE EQUIPMENT TO XFS. YOU
SHALL HOLD XFS HARMLESS FROM YOUR FAILURE TO SECURE AND PERMANENTLY DELETE ALL
SUCH LESSEE DATA AS OUTLINED IN THIS SECTION.
7. Meter Readings and Annual Adjustments. Unless otherwise agreed by you and XFS, you will provide
meter readings on all Equipment subject to this Lease at the end of each month during the Initial Lease Tenn
and any additional Term. If you do not provide a timely meter reading, XFS may estimate such reading and
invoice you accordingly. If XFS does estimate any meter readings, XFS will make appropriate adjustments on
subsequent invoices to you after receiving the actual meter readings from you for the Equipment At any time
after 12 months from the Inception Date and for each successive 12 month period thereafter during the Initial
Lease Term and any 3 month extended Term, XFS may increase your Annual Lease Payment and the Excess
Charges by a maximum of fifteen percent (15%) of the then -current Annual Lease Payment therefor and you
agree to pay such increased amounts.
8. Equipment Delivery and Maintenance. Equipment will be delivered to you by Dealer at the location
specked on the first page hereof or in an Equipment schedule, and you agree to execute a Delivery &
Acceptance Certificate at XFS's request (and confirm same via telephone and/or electronically) confirming that
you have received, inspected and accepted the Equipment, and that XFS is authorized to fund the Dealer for
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
first obtaining XFS's written consent, which shall not be unreasonably withheld. You shall permit XFS to
inspect Equipment and any maintenance records relating thereto during your normal business hours upon
reasonable notice. You represent you have entered into a Maintenance Agreement with Dealer to maintain the
Equipment in good working order in accordance with the manufacturer's maintenance guidelines, and to
provide you with supplies for use with the Equipment. You understand and acknowledge that XFS is acting
solely as an administrator for Dealer with respect to the billing and collecting of the charges under the
Maintenance Agreement and Excess Charges included in the Lease Payments. IN NO EVENT WILL XFS BE
LIABLE TO YOU FOR ANY BREACH BY THE DEALER OF ANY OF ITS OBLIGATIONS TO YOU, NOR WILL
ANY OF YOUR OBLIGATIONS UNDER THIS LEASE BE AFFECTED, MODIFIED, RELEASED OR
EXCUSED BY ANY ALLEGED BREACH BY DEALER.
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9. Equipment Ownership, Labeling and UCC Filing. If and to the extent a court deems this Lease to be a
security agreement under the UCC, and otherwise for precautionary purposes only, you grant XFS a first
priority security interest in your interest in the Equipment and all proceeds thereof in order to secure your
performance under this Lease. XFS is and shall remain the sole owner of the Equipment, except the Software.
XFS may label the Equipment to identify our ownership interest in it. You authorize XFS to file by any
permissible means a UCC financing statement to show, and to do all other acts to protect, our interest in the
Equipment. You agree to pay any filing fees and administrative costs for the filing of such financing
statements. You agree to keep the Equipment free from any liens or encumbrances and to promptly notify
XFS if there is any change in your organization such that a refiling or amendment to XFS's UCC financing
statement against you becomes necessary.
10. Assignment. YOU MAY NOT ASSIGN, SELL, PLEDGE, TRANSFER, SUBLEASE OR PART WITH
POSSESSION OF THE EQUIPMENT, THIS LEASE OR ANY OF YOUR RIGHTS OR OBLIGATIONS UNDER
THIS LEASE (COLLECTIVELY "ASSIGNMENT') WITHOUT XFS'S PRIOR WRITTEN CONSENT, WHICH
SHALL NOT BE UNREASONABLY WITHHELD, BUT SUBJECT TO THE SOLE EXERCISE OF XFS'S
REASONABLE CREDIT DISCRETION AND EXECUTION OF ANY NECESSARY ASSIGNMENT
DOCUMENTATION. If XFS agrees to an Assignment, you agree to pay the applicable assignment fee and
reimburse XFS for any costs we incur in connection with that Assignment. XFS may sell, assign or transfer all
or any part of the Equipment, this Lease and/or any of our rights (but none of our obligations) under this
Lease. XFS's assignee will have the same rights that we have to the extent assigned (but none of our
obligations) and YOU AGREE NOT TO ASSERT AGAINST SUCH ASSIGNEE ANY CLAIMS, DEFENSES,
COUNTERCLAIMS, RECOUPMENTS, OR SET -OFFS THAT YOU MAY HAVE AGAINST XFS. XFS agrees
and acknowledges that any Assignment by us will not materially change your obligations under this Lease.
11. Taxes. You will be responsible for, indemnify and hold XFS harmless from, all applicable taxes, fees or
charges (including sales, use, personal property and transfer taxes, other than net income taxes), plus interest
and penalties, assessed by any governmental entity on the Equipment, this Lease or the amounts payable
under this Lease (collectively, "Taxes', which will be included in XFS's invoice to you unless you timely
provide continuing proof of your tax exempt status. If Equipment is delivered to a jurisdiction where certain
taxes are calculated and paid at the time of lease initiation, you authorize XFS to finance and adjust your
Lease Payment to include such Taxes over the Initial Lease Term unless you require otherwise. Unless and
until XFS notifies you in writing to the contrary, XFS will file all personal property tax returns covering the
Equipment, pay the personal property taxes levied or assessed thereon, and collect from your account all
personal property taxes on the Equipment. This is a true lease for all income tax purposes and you will not
claim any credit or deduction for depreciation of the Equipment, or take any other action inconsistent with your
status as lessee of the Equipment.
12. Equipment Warranty Information and Disclaimers. XFS IS MERELY A FINANCIAL INTERMEDIARY,
AND HAS NO INVOLVEMENT IN THE SALE, DESIGN, MANUFACTURE, CONFIGURATION, DELIVERY,
INSTALLATION, USE OR MAINTENANCE OF THE EQUIPMENT. THEREFORE, WITH RESPECT TO
EQUIPMENT, XFS DISCLAIMS, AND YOU WAIVE SOLELY AGAINST XFS, ALL WARRANTIES,
WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, NON -INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE, AND XFS
MAKES NO REPRESENTATIONS OF ANY KIND OR TYPE, INCLUDING, BUT NOT LIMITED TO, THE
EQUIPMENT'S SUITABILITY, FUNCTIONALITY, DURABILITY, OR CONDITION. Since you have selected
the Equipment and the Dealer, you acknowledge that you are aware of the name of the manufacturer of each
item of Equipment and agree that you will contact each manufacturer and/or Dealer for a description of any
warranty rights you may have under the Equipment supply contract, sales order, or otherwise. Provided you
are not in default hereunder, XFS hereby assigns to you any warranty rights we may have against Dealer or
manufacturer with respect to the Equipment. If the Equipment is returned to XFS, such rights are deemed
reassigned by you to XFS. IF THE EQUIPMENT IS NOT PROPERLY INSTALLED, DOES NOT OPERATE
AS WARRANTED, BECOMES OBSOLETE, OR IS UNSATISFACTORY FOR ANY REASON
WHATSOEVER, YOU SHALL MAKE ALL RELATED CLAIMS SOLELY AGAINST MANUFACTURER OR
DEALER AND NOT AGAINST XFS, AND YOU SHALL NEVERTHELESS CONTINUE TO PAY ALL LEASE
PAYMENTS AND OTHER SUMS PAYABLE UNDER THIS LEASE.
13. Liability and Indemnification. XFS IS NOT RESPONSIBLE FOR ANY LOSSES, DAMAGES,
EXPENSES OR INJURIES OF ANY KIND OR TYPE, INCLUDING, BUT NOT LIMITED TO, ANY SPECIAL,
INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (COLLECTIVELY, "CLAIMS"), TO
YOU OR ANY THIRD PARTY CAUSED BY THE EQUIPMENT OR ITS USE, EXCEPT THOSE CLAIMS
ARISING DIRECTLY AND PROXIMATELY FROM XFS'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT. In addition, except for Claims arising directly and proximately from XFS's gross negligence or
willful misconduct, you assume the risk of liability for, and hereby agree to indemnify and hold safe and
harmless, and covenant to defend, XFS, its employees, officers and agents from and against: (a) any and all
Claims (including legal expenses of every kind and nature) arising out of the manufacture, purchase, shipment
and delivery of the Equipment to you, acceptance or rejection, ownership, leasing, possession, operation, use,
return or other disposition of the Equipment, including, without limitation, any liabilities that may arise from
patent or latent defects in the Equipment (whether or not discoverable by you), any claims based on absolute
tort liability or warranty and any claims based on patent, trademark or copyright infringement; and (b) any and
all loss or damage of or to the Equipment.
14. Default and Remedies. You will be in default under this Lease if (1) XFS does not receive any payment
within 10 days after its due date, or (2) you breach any other obligation under this Lease or any other
agreement with XFS. If you default, and such default continues for 10 days after XFS provides notice to you,
XFS may, in addition to other remedies (including requesting the Dealer to cease performing under the
Maintenance Agreement), require you to promptly return the Equipment as provided in Sections 5 and 6
hereof, and require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of the
sum of: (a) all amounts then due, plus interest from the due date until paid at the rate of 1.5% per month; (b)
the Lease Payments remaining in the Initial Lease Term (including the fixed maintenance component thereof,
if permitted under the Maintenance Agreement), discounted at the Discount Rate to the date of default, and (c)
Taxes. In addition, if you do not return the Equipment as required above, you agree to pay XFS the fair market
value thereof, as reasonably determined by XFS, as of the end of the Initial Lease Tern, discounted at the
Discount Rate to the date of default. You agree to pay all reasonable costs, including attorneys' fees and
disbursements, incurred by XFS to enforce this Lease.
15. Risk of Loss and Insurance. You assume and agree to bear the entire risk of loss, theft, destruction or
other impairment of the Equipment upon delivery. You, at your own expense, (i) shall keep Equipment insured
against loss or damage at a minimum of full replacement value thereof, and (ii) shall carry public liability
insurance against bodily injury, including death, and against property damage in the amount of at least $2
million (collectively, "Required Insurance"). All such Required Insurance shall be with loss payable to "XFS, its
successors and/or assigns, as their interests may appear," and shall be with companies reasonably
acceptable to XFS. In addition, XFS shall be similarly named as an additional insured on all public liability
insurance policies. The Required Insurance shall provide for 30 days' prior notice to XFS of cancellation.
YOU MUST PROVIDE XFS OR OUR DESIGNEES WITH SATISFACTORY WRITTEN EVIDENCE OF
REQUIRED INSURANCE WITHIN 30 DAYS OF THE INCEPTION DATE AND ANY SUBSEQUENT
WRITTEN REQUEST BY XFS OR OUR DESIGNEES. IF YOU DO NOT DO SO, THEN IN LIEU OF OTHER
REMEDIES FOR DEFAULT, XFS IN OUR DISCRETION AND AT OUR SOLE OPTION MAY (BUT IS NOT
REQUIRED TO) OBTAIN INSURANCE FROM AN INSURER OF XFS'S CHOOSING, WHICH MAY BE AN
XFS AFFILIATE, IN SUCH FORMS AND AMOUNTS AS XFS DEEMS REASONABLE TO PROTECT XFS'S
INTERESTS (COLLECTIVELY "EQUIPMENT INSURANCE"), EQUIPMENT INSURANCE WILL COVER
THE EQUIPMENT AND XFS; IT WILL NOT NAME YOU AS AN INSURED AND MAY NOT COVER ALL OF
YOUR INTEREST IN THE EQUIPMENT AND WILL BE SUBJECT TO CANCELLATION AT ANY TIME. YOU
AGREE TO PAY XFS PERIODIC CHARGES FOR EQUIPMENT INSURANCE (COLLECTIVELY
"INSURANCE CHARGES") THAT INCLUDE: AN INSURANCE PREMIUM THAT MAY BE HIGHER THAN
IF YOU MAINTAINED THE REQUIRED INSURANCE SEPARATELY; A FINANCE CHARGE OF UP TO
1.5% PER MONTH ON ANY ADVANCES MADE BY XFS OR OUR AGENTS; AND COMMISSIONS,
BILLING AND PROCESSING FEES; ANY OR ALL OF WHICH MAY GENERATE A PROFIT TO XFS OR
OUR AGENTS. XFS MAY ADD INSURANCE CHARGES TO EACH LEASE PAYMENT. XFS shall
disconfinue billing or debiting Insurance Charges for Equipment Insurance upon receipt and review of
satisfactory evidence of Required Insurance.
You must promptly notify XFS of any loss or damage to Equipment which makes any item of
Equipment unfit for continued or repairable use. You hereby irrevocably appoint XFS as your attomey-in-tact
to execute and endorse all checks or drafts in your name to collect under any such Required Insurance.
Insurance proceeds from Required Insurance or Equipment Insurance received shall be applied, at XFS's
option, to (x) restore the Equipment so that it is in the same condition as when delivered to you (normal wear
and tear excepted), or (y) If the Equipment is not restorable, to replace it with like -kind condition Equipment
from the same manufacturer, or (z) pay to XFS the greater of (i) the total unpaid Lease Payments for the entire
term hereof (discounted to present value at the Discount Rate) plus XFS's residual interest in such Equipment
(herein agreed to be 20% of the Equipment's original cost to XFS, discounted to present value at the Discount
Rate) plus any other amounts due to us under this Lease, or (ii) the fair market value of the Equipment
immediately prior to the loss or damage, as determined by XFS. NO LOSS OR DAMAGE TO EQUIPMENT,
OR XFS'S RECEIPT OF INSURANCE PROCEEDS, SHALL RELIEVE YOU OF ANY OF YOUR REMAINING
OBLIGATIONS UNDER THIS LEASE. Notwithstanding procurement of Equipment Insurance or Required
Insurance, you remain primarily liable for performance under subclauses (x), (y) or (z) in the third sentence of
this paragraph in the event the applicable insurance carrier fails or refuses to pay any claim. YOU AGREE (1)
TO ARBITRATE ANY DISPUTE WITH XFS, OUR AGENTS OR ASSIGNS REGARDING THE EQUIPMENT
INSURANCE AND/OR INSURANCE CHARGES UNDER THE RULES OF THE AMERICAN ARBITRATION
ASSOCIATION IN FAIRFIELD COUNTY, CT, (II) THAT ARBITRATION (NOT A COURT) SHALL BE THE
EXCLUSIVE REMEDY FOR SUCH DISPUTES; AND (III) THAT CLASS ARBITRATION IS NOT
PERMITTED. This arbitration requirement does not apply to any other provision of this Lease.
16. Finance Lease and Lessee Waivers. The parties agree this Lease is a "finance lease" under UCC
Article 2A. You waive, solely against XFS and its successors and assigns, (a) all rights and remedies
conferred on a lessee under Article 2A (Sections 508.522) of the UCC (C.G.S.A. §§42a-2A-724-737),
and (b) any rights you now or later may have which require XFS to sell, lease or otherwise use any
Equipment to reduce our damages including our realization of the remaining value of the Equipment,
or which may otherwise limit or modify any of our rights or remedies.
17. Authorization of Signer and Credit Review. You represent that you may lawfully enter into, and perform,
this Lease, that the individual signing this Lease on your behalf has all necessary authority to do so, and that
all financial information you provide completely and accurately represents your financial condition. You agree
to furnish financial information that XFS may request now, including your tax identification number, and you
authorize XFS to obtain credit reports on you in the future should you default or fail to make prompt payments
under this Lease.
18. Original and Sole Controlling Document; No Modifications Unless in Writing. This Lease constitutes
the entire agreement between the Parties as to the subjects addressed herein, and representations or
statements not included herein are not part of this Lease and are not binding on the Parties. You agree that an
executed copy of this Lease that is signed by your authorized representative and by XFS's authorized
representative (an original manual signature or such signature reproduced by means of a reliable electronic
form, such as electronic transmission of a facsimile or electronic signature) shall be marked "original" by XFS
and shall constitute the only original document for all purposes. All other copies shall be duplicates. To the
extent this Lease constitutes chattel paper (as defined in the UCC), no security interest in this Lease may be
created except by the possession or transfer of the copy marked "original" by XFS. IF A PURCHASE ORDER
OR OTHER DOCUMENT IS ISSUED BY YOU, NONE OF ITS TERMS AND CONDITIONS SHALL HAVE
ANY FORCE OR EFFECT, AS THE TERMS AND CONDITIONS OF THIS LEASE EXCLUSIVELY GOVERN
THE TRANSACTION DOCUMENTED HEREIN. THE DEALER AND ITS REPRESENTATIVES ARE NOT
OUR AGENTS AND ARE NOT AUTHORIZED TO MODIFY OR NEGOTIATE THE TERMS OF THIS LEASE.
THIS LEASE MAY NOT BE AMENDED OR SUPPLEMENTED EXCEPT IN A WRITTEN AGREEMENT
SIGNED BY AUTHORIZED REPRESENTATIVES OF THE PARTIES AND NO PROVISIONS CAN BE
WAIVED EXCEPT IN A WRITING SIGNED BY XFS. XFS's failure to object to terms contained in any
communication from you will not be a waiver or modification of the terms of this Lease. You authorize XFS to
insert or correct missing information on this Lease, including but not limited to your proper legal name, lease
numbers, serial numbers and other information describing the Equipment, so long as there is no material
impact to your financial obligations.
19. Governing Law, Jurisdiction, Venue and JURY TRIAL WAIVER, THIS LEASE IS GOVERNED BY,
AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CONNECTICUT
(WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD OTHERWISE REQUIRE
APPLICATION OF LAWS OF ANOTHER JURISDICTION). THE JURISDICTION AND VENUE OF ANY
ACTION TO ENFORCE THIS LEASE, OR OTHERWISE RELATING TO THIS LEASE, SHALL BE IN A
FEDERAL OR STATE COURT IN FAIRFIELD COUNTY, CONNECTICUT OR, EXCLUSIVELY AT XFS'S
OPTION, IN ANY OTHER FEDERAL OR STATE COURT WHERE THE EQUIPMENT IS LOCATED OR
WHERE XFS'S OR YOUR PRINCIPAL PLACES OF BUSINESS ARE LOCATED, AND YOU HEREBY WAIVE
ANY RIGHT TO TRANSFER VENUE. THE PARTIES HEREBY WANE ANY RIGHT TO TRIAL BY JURY IN
ANY ACTION RELATED TO OR ARISING OUT OF THIS LEASE.
20. Miscellaneous. Your obligations under the "Taxes" and "Liability" Sections commence upon execution,
and survive the expiration or earlier termination, of this Lease. Notices under this Lease must be in writing.
Notices to you will be sent to the "Billing Address" provided on the first page hereof, and notices to XFS shall
be sent to our address provided on the first page hereof. Notices will be deemed given 5 days after mailing by
first class mail or 2 days after sending by nationally recognized overnight courier. Invoices are not considered
notices and are not governed by the notice terms hereof. You authorize XFS to communicate with you by any
electronic means (including cellular phone, email, automatic dialing and recorded messages) using any phone
number (including cellular) or electronic address you provide to us. If a court finds any term of this Lease
unenforceable, the remaining terms will remain in effect The failure by either Party to exercise any right or
remedy will not constitute a waiver of such right or remedy. If more than one party has signed this Lease as
lessee, each such party agrees that its liability is joint and several. The following four sentences control over
every other part of this Lease. Both Parties will comply with applicable laws. XFS will not charge or collect any
amounts in excess of those allowed by applicable law. Any part of this Lease that would, but for the last four
sentences of this Section, be read under any circumstances to allow for a charge higher than that allowed
under any applicable legal limit, is modified by this Section to limit the amounts chargeable under this Lease to
the maximum amount allowed under the legal limit. If, in any circumstances, any amount in excess of that
allowed by law is charged or received, any such charge will be deemed limited by the amount legally allowed
and any amount received by XFS in excess of that legally allowed will be applied by us to the payment of
amounts legally owed under this Lease or refunded to you.
Customer Initial
Page 2 of 2
CPC - Final Rev. 8.27.2014
Xerox Financial Services LLC
45 Glover Avenue
Norwalk, CT 06856
xerox
AMENDMENT TO COST PER COPY AGREEMENT # 020-0036746
This is an amendment, dated and effective as of
# 020-0036746 ("Lease") between City of Palm Springs
("Lessor").
, to that certain Cost Per Copy Agreement
("Lessee") and Xerox Financial Services LLC
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the
parties, Lessor and Lessee agree to amend the Lease as follows:
The first sentence of Section 6. End of Lease Options shall be deleted and replaced with the following:
"If you are not in default and if you provide sixty (60) days' prior written notice to us, you may, at the end of the
Initial Lease Term, (a) purchase all, but not less than all, of the Equipment marked on the first page of the Lease as
'$1.00' by paying us the sum of one dollar ($1.00), plus any Taxes due and owing, and (b) purchase all, but not
less than all, of the Equipment marked on the first page of the Lease as 'FMV' by paying us its then determined fair
market value, plus Taxes. If you elect to exercise said purchase option, it shall be exercised with respect to each
applicable item of Equipment on the day immediately following the date of expiration of the Initial Lease Term of
such item, and by the delivery at such time by you to us of payment, in cash or by check, of the amount of the
purchase price for the Equipment. Upon payment of such amount, we shall, upon your request, execute and deliver
to you a bill of sale for the Equipment on an 'AS IS,' 'WHERE IS,' 'WITH ALL FAULTS' basis, without
representation or warranty of any kind or nature whatsoever. If neither of the above options are exercised by you,
you may enter into a new lease on mutually agreeable terms, or return the Equipment (including software), at your
expense, to a location we specify."
2. The penultimate and ultimate sentences of Section 12. Taxes (beginning with "We shall file, bill and
collect..." and ending with "...inconsistent with your status as lessee of the Equipment") shall be deleted and
replaced with the following:
"WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE TAX OR ACCOUNTING TREATMENT
OF THIS LEASE. With respect to Equipment marked on the first page of this Lease as 'FMV,' (i) we shall file, bill
and collect all personal property taxes assessed thereon, and (ii) this is a true lease for all income tax purposes
and you will not claim any credit or deduction for depreciation of the Equipment, or take any other action
inconsistent with your status as lessee of the Equipment. With respect to Equipment marked on the first page of
this Lease as '$1.00,' notwithstanding anything contained in the Lease to the contrary, in all taxing jurisdictions
except CT, CO and OR, you will file all personal property tax returns covering the Equipment and will pay the
personal property taxes levied or assessed thereon. You shall provide us with copies of all such personal property
tax returns, together with evidence of payment therefor, not later than fifteen (15) days following the date such
payment is due. In any taxing jurisdiction located within CT, CO or OR, we will file, bill and collect from your
account all personal property taxes on the Equipment."
3. Except for the previous section, all remaining terms and conditions of the Lease shall remain
unchanged.
Customer Acceptance: Lessor Acceptance:
Customer Name: City of Palm Sprincis Xerox Financial Services LLC
Authorized Signor' - Accepted by:
Print Name: David H. Ready Name:
Title: City Manager Title:
Date: 06/ 0 71 2 0 15 Date:
ATTEST: APPROVED BY 017 MINICI!_
2015 Atop c) 3
fames Thompson 1 Dollar out Amendment — split FMV and $1 out 5/20/13
City Clerk
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