HomeMy WebLinkAboutA8299 - XEROX FINANCIAL SERVICES LLC - XEROX COPIER LEASE AGREEMENT-006
11-10-2021
City of Palm Springs
Office of the City Clerk
3200 E. Tahquitz Canyon Way • Palm Springs, California 92262
Tel: 760.323.8206 • Fax: 760.322.8332 • TDD 760.864.9527 •
www.paimspringsca.gov
Date: June 24, 2020
To: David Ready, City Manager
From: Anthony Mejia, City Cler&
SUBJECT: Agreement Supplement with Xerox to Reduce Contract Amount
On July 24, 2019, the City Council approved a five-year agreement with Xerox for the City's new
fleet of copiers in the amount of $107,224.07, which includes a credit of $15,000 annually for
translation services.
On August 19, 2019, the City Manager approved Change Order No. 1 to add one additional copier
for the police department and additional accessories, for an additional annual amount of $3,725.12.
Unfortunately, the translation service offered by Xerox no longer works and I have requested to
terminate the service and a refund of this year's balance. As a result, the contract with Xerox has
been reduced to an annual payment of $90,836.56, plus the Change Order amount of $3,725.12,
for a new total annual amount of $94,588.68.
This Agreement Supplement results in a total reduction of $16,360.51 per year.
The City Clerk's Office made arrangements with two other Translation Services Companies to fill
the gap left by terminating this service.
Xerox Financial Services LLC xe rox QP
0
201 Merritt Agreement Supplement
Norwalk, CT 06851
("Supplement")
Agreement Number ("Agreement") Agreement Number for this Supplement Dealer Name
020-0036746-004 Image Source
CUSTOMER••
Full Legal Name: CITY OF PALM SPRINGS Phone: 760-323-8206
Billing Address: 3200 E. TAHQUITZ CANYON
Contact Name: ANTHONY MEJIA
City: PALM SPRINGS State: CA Zip Code: 92262
Contact Email:
EQUIPMENTADDED EQUIPMENT DELETED
Quantity
Model and Description Quantity
Model and Description
Revised payment based on the $60,000 payment
To reduce current annual payment
NEW PAYMENT OR
ADDITIONAL
❑ If this box is checked, your new payment is the sum of the amounts set
If this box is checked, your New Payment consists of the
forth in the Agreement, any other Supplements thereto, as applicable,
sum of: (i) an annual payment of $90,836.56, (ii) any
and an additional payment for this Supplement. The Additional
applicable Excess Charges, and (iii) all applicable Taxes,
Payment for this Supplement consists of the sum of: (i) a monthly
(collectively, the "New Payment").
payment of $ , (ii) any applicable Excess Charges, and (iii)
all applicable Taxes, (collectively, the "Additional Payment").
❑ If this box is checked, the above includes a change to
your service as detailed below.
❑ If this box is checked, the above includes a change to your service as
CHANGES
detailed below.
TO SERVICE
CHECK ONE: ❑ Changes below are additional service charges to the Agreement ❑ Changes below are new totals corresponding to the Agreement
TYPE
Impressions Included
Excess Charge
Prints Included
Excess Charge
B&W
Color
COMBINED®
48 months, which is the balance of the Initial Term ❑ months, solely for the equipment listed in the "Equipment
of the Agreement, so this Supplement is coterminous with the Added" section above, with no change to the remaining term of the
Agreement and any other Supplements thereto, as applicable. Agreement for all other Equipment.
TERMS • CONDITIONS
You have asked Xerox Financial Services LLC to agree to this Supplement, which adds Equipment to, deletes Equipment from, and/or modifies
service charges for Equipment subject to the Agreement. You agree to pay the New Payment or the Additional Payment, whichever is
applicable, set forth above. EXCEPT AS SPECIFICALLY MODIFIED IN THIS SUPPLEMENT, THE TERMS AND CONDITIONS IN THE AGREEMENT,
INCLUDING ANY PREVIOUS SUPPLEMENTS THERETO AND ANY PERSONAL GUARANTY(S), SHALL REMAIN IN FULL FORCE AND EFFECT
THROUGH ALL APPLICABLE TERM(S) ABOVE, AND ARE INCORPORATED HEREIN BY REFERENCE.
CUSTOMER
BY SIGNING BELOW, YOU ACKNOWLEDGE THAT WE ARE MODIFYING THE NON -CANCELLABLE AGREEMENT SET FORTH ABOVE, AND THAT
YOU HAVE READ AND AGREE TO ALL TERMS AND CONDITIONS IN (1) THE AGREEMENT, AS MODIFIED, (ii) ANY PREVIOUS SUPPLEMENTS,
IF APPLICABLE, AND (iii) THIS SUPPLEMENT.
Authorized Sig r X: Date:�a
Federal Tax ID # (Required):
Print Name: �a7V+C1u Title: CAIn
OWNER
Accepted By: Xerox Financial Services LLC
Name and Title:
Date:
rITV 4 rmONry
ST:
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XFS-SUPPLEM T-03.15.
CONTRACT ABSTRACT
CONTRACT
Company: Xerox and ImageSource
Contact Name: Amanda Maze
Address:
Phone: 760-345-6889 Email: amaze@imagesourceusa.com
Summary of Services: CHANGE ORDER NO. 1:
One additional Xerox copier for the Police Department Evidence Room
and four high capacity paper feeders for City Clerk, Planning Department,
Police Records Division, and Finance.
Contract Price: NTE $18,626 over 5 yrs Funding Source: 001-1261 (Doc. Mgmt)
Contract Term: Aug. 19, 2019 - June 30, 2024
CONTRACT ADMINISTRATION
Lead Dept: Clerk Contract Administrator: Anthony Mejia
CONTRACT/AMENDMENT/CHANGE ORDER APPROVALS
Council Approval Date: 07/24/2019
Council Approval? Yes City Manager Approval? N/A
Agenda Item No./Resolution No.: Consent 1 F Agreement No.*g2-ql
CONTRACT COMPLIANCE
Exhibits: Proposal Attach Signatures: Insurance: Yes
Bonds: N/A
CONTRACT PREPARED BY City Clerk's Office
Name: Anthony Mejia Phone Ext. 8206
Date Submitted: 08/19/2019
Xerox Financial Services LLC
v r ��ss
45 Glover Avenue ox
Cost Per Copy Agreement Xe 1 J�
Norwalk,CT 0685E
Lease Agreement#:003674E 1 Dealer Name:Image Source
LESSEE INFORMATION
Full legal Name DBA
City of Palm S rin s
Billing Address City State ZIP Code
3200 E.Tah uitz Can on Palm Springs CA 92262
Phone Contact Name Contact Email Lessee PO#(Optional)
760 323-8206 AnthonM Me'ia Anthon .me'ia@ alms rin sca. ov
EQUIPMENT
Quantity Model and Description I Quantity I Model and Description
1 Xerox AlaLink B8055 1
4 Xerox Altal-ink High Capacity Feeders
Equipment Location(if different from Billing Address)
TERM AND PAYMENT 1 1 EXCESS CHARGE PRINTS INCLUDED EXCESS CHARGE
B&w 0 .0049
Initial Lease Term(in months): 60 Color N/A N/A
Annual Lease Payment:$3,725.12 Everyday Color N/A N/A
Includes applicable taxes.Payment may be 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-CANCELLABLE LEASE AND THAT YOU HAVE READ AND AGREED To ALL
AND CONDITJONS SET FORTH ON PAGES 1 AND 2 OF THIS LEASE.
_uthorized Signer 'Date: VFederal Tax IE q-(Required)
e 95-6000757
rint Name Title( dicate Presi nt,Partner,Proprietor,etc.)
David H Reaciv Citv Manager
LESSOR ACCEPTANCE
Accepted By:Xerox Financial Services LLC Nameand Title Date
TERMS&CONDITIONS
1.Definitions.The words you'and your mean the legal entity identified in'Lessee Information'above,and 5.End of Lease Options.If you are not in default and if you provide no greater than 150 days and no less than
'XFS;'we;'us''Lessor and'our'means Xerox Financial Services U.C.'Party'means you or XFS,and 60 days'prior written notice to XFS,you may,at the end of the Initial Lease Term,either(a)purchase all,but
'Parfies"means bothyou and XFS.'Dealer'meansthe entity identified in'DealerName"above.'DiscountRate" not less than all,ofthe Equipment'AS 15,WHERE IS'and WITHOUT ANY WARRANTY AS TO CONDITION
means a rate equal to the 1-year Treasury Constant Maturity rate as published in the Selected Interest Rates OR VALUE at the time of purchase by paying its fair market value,as determined by XFS in its sole but
table of the Federal Reserve statistical release H.15(519)or successor publication for the week ending reasonable discretion,plus Taxes,(b)enter into a new lease on mutually agreeable terms,or(c)de-install and
immediately prior to the Inception Date.'Equipment means the items identified in'Equipment'above and in return the Equipment,at your expense,fully insured,to a continental US location XFS specifies.If you have not
any attached Equipment schedule,plus any Software(as defined in Section 3 hereol),attachments,accessories, elected one of the above options,you shall be deemed to have entered into a new lease with a 3 month term
replacements,replacement parts,substitutions,additions and repairs thereto.'Excess Charges'means the on terms and conditions identical to this Lease,except that either party may terminate the new lease at the end
applicable excess copies and/or prints charges.'Inception Date'means(a)the date Dealer determines of its 3 month term on 30 days'prior written notice and,when this new lease terminates,shall take one of the
Equipment installed by Dealer is operating satisfactorily and is available foryour use,or(b)the date Equipment actions identified in(a)(b)or(c)in the preceding sentence or be deemed to have entered into another new
identified by Dealer as being installable by you is delivered to your premises.'Lease'means this Cost Per Copy lease with a 3 month term as provided herein.Any purchase option shall be exercised with respectto each item
Agreement,including any attached Equipment schedule.'Lease Payment'means the Annual Lease Payment of Equipment on the day immediately following the date of expiration of the Lease Tenn of such item,and by
specified above,which includes the fixed component of maintenance charges payable to Dealer under the the delivery atsuch time by you to XFS of payment,in cash or by certified check,ofthe amountofthe applicable
Maintenance Agreement,the Excess Charges(unless otherwise agreed by you,Dealer and XFS),and other purchase price for the Equipment.Upon payment of the applicable amount,XFS shall,upon your request,
charges you,Dealer and XFS agree will be invoiced in advance by XFS on an Annual basis,plus Taxes. execute and deliver to you a big of sale for the Equipment on an'AS IS,' WHERE IS;'WITH ALL FAULTS'
'Maintenance Agreement'means a separate agreement between you and Dealer for maintenance and support basis,without representation orwarranty of any kind or nature whatsoever.Aftersuch payment,you maytrade-
purposes.'Origination Fee"means a one-time fee of$125 billed on your first invoice which you agree to pay, in the Equipment as part of another transaction with XFS and,if you do,you must pass unencumbered title of
covering the origination,documentation,processing and certain other initial costs for the Lease.'Term'means the Equipment being traded-in to XFS.
the Initial Lease Term plus any subsequent renewal or extension terms.'000'means the Uniform Commercial 6.Equipment Return.If the Equipment is retumed to XFS,it shall be in the same condition as when delivered
Code of the State of Connecticut(C.G.S.A.§§42a-1-101 et seq.). to you,normal wearand tearaccepted and,if not in such condition,you will be liable forall expenses XFS incurs
2.Lease,Payments and Late Payments.You agree and represent all Equipment was selected,configured to return the Equipment to such`normal wear and tear condition.IT IS SOLELY YOUR RESPONSIBILITY TO
and negotiated by you based upon your own judgment and has been,or is being,supplied by Dealer.At your SECURE ANY SENSITIVE DATA AND PERMANENTLY DELETE SUCH DATA FROM THE INTERNAL
request,XFS has acquired,orwill acquire,the same to lease to you under this Lease and you agree to lease MEDIA STORAGE PRIOR TO RETURNING THE EQUIPMENTTO XFS.YOU SHALL HOLD XFS HARMLESS
the same from XFS.The Initial Lease Tenn,which is indicated above,commences on the Inception Date.You FROM YOUR FAILURE TO SECURE AND PERMANENTLY DELETE ALL SUCH LESSEE DATA AS
agree to pay XFS the first Lease Payment 30 days after the Inception Date;each subsequent Lease Payment, OUTLINED IN THIS SECTION.
which may include charges you,Dealer and XFS agree will be invoiced by us,shall be payable on the same 7,Meter Readings and Annual Adjustments.Unless otherwise agreed byyou and XFS,you will provide meter
date annually thereafter,whether or not XFS invoices you.If any payment is not paid in full within 5 days readings on an Equipment subject to this Lease at the end of each month during the Initial Lease Tenn and any
after its due date,you will pay a late charge of the greater of 10%of the amount due or$25,not to exceed additional Term.If you do not provide a timely meter reading,XFS may estimate such reading and invoice you
the maximum amount permitted by law.For each dishonored or returned payment,you will be assessed the accordingly.If XFS does estimate any meter readings,XFS will make appropriate adjustments on subsequent
applicable returned item fee,which shall not exceed$35.Restrictive covenants on any method of payment will invoices to you after receiving the actual meter readings from you forthe Equipment At any time after 12 months
be ineffective. from the Inception Date and for each successive 12 month period thereafter during the Initial Lease Tenn and
3.Equipment and Software.To the extent that the Equipment includes intangible property or associated any 3 month extended Tenn,XFS may increase your Annual Lease Payment and the Excess Charges by a
servloessuch assoftware licenses,such intangible propertyshall be referred to as'Software.'You acknowledge maximum of fifteen percent(15%)of the then-current Annual Lease Payment therefor and you agree to pay
and agree that that XFS has no right,title or interest in the Software and you will comply throughout the Lease such increased amounts.
Tern with any license and/orother agreement('Software License')with the supplier ofthe Software(°Software 6.Equipment Delivery and Maintenance.Equipmentwillbe delivered to you byDealerat the location specifiied
Supplier).You are responsible for entering into any required Software License with the Software Supplier no on the first page hereof or in an Equipment schedule,and you agree to execute a Delivery&Acceptance
later than the Lease Inception Date.You agree the Equipment is for your lawful business use in the United Certificate at XFS's request(and confirm same via telephone and/or electronically)confirming that you have
States(including its possessions and territories),will not be used for personal,household or family purposes, received,inspected and accepted the Equipment,and that XFS is authorized to fund the Dealer for the
and is not being acquired for resale.You will not attach the Equipment as a fixture to real estate or make any Equipment If you reject the Equipment,you assume all responsibility for any purchase order or other contract
permanent alterations to it issued on your behalf directly with Dealer.Equipment may not be moved to another location without first
4.Non-Cancellable Lease.THIS LEASE CANNOT BE CANCELLED OR TERMINATED BY YOU PRIOR TO obtaining XFS's written consent,which shall not be unreasonably withheld.You shag permit XFS to inspect
THE END OF THE INITIAL LEASE TERM.YOUR OBLIGATION TO MAKE ALL LEASE PAYMENTS,AND Equipment and any maintenance records relating thereto during your normal business hours upon reasonable
TO PAY ALL OTHER AMOUNTS DUE OR TO BECOME DUE,IS ABSOLUTE AND UNCONDITIONAL AND notice.You represent you have entered into a Maintenance Agreement with Dealer to maintain the Equipment
NOT SUBJECT TO DELAY,REDUCTION,SET-OFF,DEFENSE,COUNTERCLAIM OR RECOUPMENT FOR in good working order in accordance with the manufacturer's maintenance guidelines,and to provide you with
ANY REASON WHATSOEVER,IRRESPECTIVE OF THE PERFORMANCE OF THE EQUIPMENT,DEALER, suppries for use with the Equipment You understand and acknowledge that XFS is acting solely as an
ANY THIRD PARTY OR XFS.Any pursued claim by you against XFS for alleged breach of our obligations administrator for Dealer with respect to the billing and collecting of the charges under the Maintenance
hereundershall be asserted solely in a separate action;provided,however,that your obligations under this Agreement and Excess Charges included in the Lease Payments.IN NO EVENT WILL XFS BE LIABLE TO
Lease shall continue unabated. 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.
Page 1 of 2 CPC-Final Rev.8.27.2014
9.Equipment Ownership,Labeling and UCC Filing.If and to the extent a court deems this Lease to be a INTERESTS(COLLECTIVELY"EQUIPMENT INSURANCE").EQUIPMENT INSURANCE WILL COVER THE
security agreement underthe UCC,and otherwise for precautionary purposes only,you grant XFS a first priority EQUIPMENT AND XFS;IT WILL NOT NAME YOU AS AN INSURED AND MAY NOT COVER ALL OF YOUR
security interest in your interest in the Equipment and all proceeds thereof in order to secure your performance INTEREST IN THE EQUIPMENT AND WILL BE SUBJECT TO CANCELLATION AT ANY TIME.YOU AGREE
underthis Lease.XFS is and shall remain the sole ownerof the Equipment except the Software.XFS may label TO PAY XFS PERIODIC CHARGES FOR EQUIPMENT INSURANCE (COLLECTIVELY"INSURANCE
the Equipment to identify ourownership interest in it You authorize XFS to file by any permissible means a UCC CHARGES")THAT INCLUDE: AN INSURANCE PREMIUM THAT MAY BE HIGHER THAN IF YOU
financing statement to show,and to do all other acts to protect,our interest in the Equipment You agree to pay MAINTAINED THE REQUIRED INSURANCE SEPARATELY;A FINANCE CHARGE OF UP TO 1.5%PER
any filing fees and administrative costs for the filing of such financing statements.You agree to keep the MONTH ON ANY ADVANCES MADE BY XFS OR OUR AGENTS;AND COMMISSIONS,BILLING AND
Equipment free from any liens or encumbrances and to promptly notify XFS if there is any change in your PROCESSING FEES;ANY OR ALL OF WHICH MAY GENERATE A PROFIT TO XFS OR OUR AGENTS.
organization such that a refiling or amendment to XFS's UCC financing statement against you becomes XFS MAY ADD INSURANCE CHARGES TO EACH LEASE PAYMENT.XFS shall discontinue billing or
necessary. debiting Insurance Charges for Equipment Insurance upon receipt and review of satisfactory evidence of
10.Assignment YOU MAY NOT ASSIGN,SELL,PLEDGE,TRANSFER,SUBLEASE OR PART WITH Required Insurance.
POSSESSION OF THE EQUIPMENT,THIS LEASE OR ANY OF YOUR RIGHTS OR OBLIGATIONS UNDER You must promptly notify XFS of any loss or damage to Equipment which makes any item of Equipment
THIS LEASE(COLLECTIVELY'ASSIGNMENT')WITHOUT XFS'S PRIOR WRITTEN CONSENT,WHICH unfit for continued or repairable use.You hereby irrevocably appoint XFS as your aftomey-in-fad to execute
SHALL NOT BE UNREASONABLY WITHHELD, BUT SUBJECT TO THE SOLE EXERCISE OF XFS'S and endorse all checksordrafts in yournarne to collect underanysuch Required Insurance.Insurance proceeds
REASONABLE CREDIT DISCRETION AND EXECUTION OF ANY NECESSARY ASSIGNMENT from Required Insurance or Equipment Insurance received shall be applied,atXFS's option,to(x)restore the
DOCUMENTATION.If XFS agrees to an Assignment,you agree to pay the applicable assignment fee and Equipment so that it is in the same condition as when delivered to you(normal wear and tear excepted),or(y)
reimburse XFS far any costs we incur in connection with that Assignment XFS may sell,assign or transfer all if the Equipment is not restorable,to replace it with like-kind condition Equipment from the same manufacturer,
or any part of the Equipment,this Lease and/or any of our rights(but none of our obligations)under this Lease. or(z)pay to XFS the greater of(i)the total unpaid Lease Payments for the entire term hereof(discounted to
XFS's assignee will have the same rights that we have to the extent assigned(but none of our obligations)and present value atthe Discount Rate)plus XFS's residual interest in such Equipment(herein agreed to be 20%of
YOU AGREE NOTTO ASSERTAGAINST SUCH ASSIGNEE ANY CLAIMS,DEFENSES,COUNTERCLAIMS, the Equipment's original costto XFS,discounted topresenlvalueattheDiscountRate)plus anyotheramounts
RECOUPMENTS,OR SET-OFFS THAT YOU MAY HAVE AGAINST XFS.XFS agrees and acknowledges that due to us underthis Lease,or(ii)the fair market value of the Equipment immediately pdorto the loss ordamage,
anyAssignmenl by us will not materially change yourobligations under this Lease. as determined by XFS.NO LOSS OR DAMAGE TO EQUIPMENT,OR XFS'S RECEIPT OF INSURANCE
11.Taxes.You will be responsible for,indemnify and hold XFS harmless from,all applicable taxes,fees or PROCEEDS,SHALL RELIEVE YOU OF ANY OF YOUR REMAINING OBLIGATIONS UNDER THIS LEASE.
charges(including sales,use,personal property and transfer taxes,other than net income taxes),plus interest Notwithstanding procurement of Equipment Insurance or Required Insurance,you remain primarily liable for
and penalties,assessed by any governmental entity on the Equipment,this Lease orthe amounts payable under performance undersubclauses(x),(y)or(z)in the third sentence of this paragraph in the event the applicable
this Lease(collectively,'Taxes'),which will be included in XFS's invoice to you unless you timely provide insurance carrier fails or refuses to pay any claim.YOU AGREE(I)TO ARBITRATE ANY DISPUTE WITH XFS,
continuing proof of your tax exempt status.If Equipment is delivered to a jurisdiction where certain taxes are OUR AGENTS OR ASSIGNS REGARDING THE EQUIPMENT INSURANCE ANDIOR INSURANCE
calculated and paid at the time of lease initiation,you authorize XFS to finance and adjust your Lease Payment CHARGES UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN FAIRFIELD
to include such Taxes over the Initial Lease Term unless you require otherwise.Unless and until XFS notifies COUNTY,CT,(II)THAT ARBITRATION(NOT A COURT)SHALL BE THE EXCLUSIVE REMEDY FOR SUCH
you in writing to the contrary,XFS will file all personal property tax returns covering the Equipment,pay the DISPUTES AND(III)THAT CLASS ARBITRATION IS NOT PERMITTED.This arbitration requirementdoes
personal property taxes levied or assessed thereon,and collect from your account all personal property taxes not apply to any other provision of thhisis Lease.
on the Equipment.This is a true lease for all income tax purposes and you will not claim any credit ordeduction 16.Finance Lease and Lessee Waivers.The parties agree this Lease is a"finance lease"under UCC
for depreciation of the Equipment,or take any other action inconsistent with your status as lessee of the Article 2A.You waive,solely against XFS and its successors and assigns,(a)all rights and remedies
Equipment. conferred on a lessee under Article 2A(Sections 508.522)of the UCC(C.G.S.A.§§42a-2A-724-737),and
12.Equipment Warranty Information and Disclaimers.XFS IS MERELY A FINANCIAL INTERMEDIARY, (b)any rights you now or later may have which require XFS to sell,lease orotherwise use any Equipment
AND HAS NO INVOLVEMENT IN THE SALE,DESIGN,MANUFACTURE,CONFIGURATION,DELIVERY, to reduce our damages including our realization of the remaining value of the Equipment,or which may
INSTALLATION, USE OR MAINTENANCE OF THE EQUIPMENT.THEREFORE,WITH RESPECT TO otherwise limit or modify any of our rights or remedies.
EQUIPMENT,XFS DISCLAIMS,AND YOU WAIVE SOLELY AGAINST XFS,ALL WARRANTIES,WHETHER 17.Authorization of Signer and Credit Review.You represent that you may lawfully enter into,and perform,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF this Lease,that the individual signing this Lease on your behalf has all necessary authority to do so,and that all
MERCHANTABILITY,NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE,AND XFS financial information you provide completely and accurately represents your financial condition.You agree to
MAKES NO REPRESENTATIONS OF ANY KIND OR TYPE,INCLUDING,BUT NOT LIMITED TO,THE furnish financial information that XFS may request now,including your tax identification number,and you
EQUIPMENT'S SUITABILITY,FUNCTIONALITY,DURABILITY,OR CONDITION.Since you have selected authorize XFS to obtain credit reports on you in the future should you default or fail to make prompt payments
the Equipment and the Dealer,you acknowledge that you are aware of the name of the manufacturer of each underthis Lease.
item of Equipment and agree that you will contact each manufacturer and/or Dealer for a description of any 18.Original and Sole Controlling Document;No Modifications Unless in Writing.This Lease constitutes
warranty rights you may have underthe Equipment supply contract,sales order,orotherwise.Provided you are the entire agreement between the Parties as to the subjects addressed herein,and representations or
not in default hereunder,XFS hereby assigns to you any warranty rights we may have against Dealer or statements not included herein are not part of this Lease and are not binding on the Parties.You agree thatan
manufacturer with respect to the Equipment If the Equipment is returned to XFS,such rights are deemed executed copy of this Lease that is signed by your authorized representative and by XFS's authorized
reassigned by you to XFS.IF THE EQUIPMENT IS NOT PROPERLY INSTALLED,DOES NOT OPERATE AS representative(an original manual signature or such signature reproduced by means of a reliable electronic
WARRANTED,BECOMES OBSOLETE,OR IS UNSATISFACTORY FOR ANY REASON WHATSOEVER, form,such as electronic transmission of a facsimile or electronic signature)shall be marked'original'by XFS
YOU SHALL MAKE ALL RELATED CLAIMS SOLELY AGAINST MANUFACTURER OR DEALER AND NOT and shall constitute the only original document for all purposes.All othercopies shall be duplicates.To the extent
AGAINST XFS,AND YOU SHALL NEVERTHELESS CONTINUE TO PAY ALL LEASE PAYMENTS AND this Lease constitutes chattel paper(as defined in the UCC),no security interest in this Lease may be created
OTHER SUMS PAYABLE UNDER THIS LEASE. except by the possession or transfer of the copy marked'original'by XFS.IF A PURCHASE ORDER OR
13.Liability and Indemnification.XFS IS NOT RESPONSIBLE FOR ANY LOSSES,DAMAGES,EXPENSES OTHER DOCUMENT IS ISSUED BY YOU,NONE OF ITS TERMS AND CONDITIONS SHALL HAVE ANY
OR INJURIES OF ANY KIND OR TYPE,INCLUDING,BUT NOT LIMITED TO,ANY SPECIAL,INDIRECT, FORCE OR EFFECT,AS THE TERMS AND CONDITIONS OF THIS LEASE EXCLUSIVELY GOVERN THE
INCIDENTAL,CONSEQUENTIAL OR PUNITIVE DAMAGES(COLLECTIVELY,"CLAIMS'),TO YOU OR TRANSACTION DOCUMENTED HEREIN.THE DEALER AND ITS REPRESENTATIVES ARE NOT OUR
ANY THIRD PARTY CAUSED BY THE EQUIPMENT OR ITS USE,EXCEPT THOSE CLAIMS ARISING AGENTS AND ARE NOT AUTHORIZED TO MODIFY OR NEGOTIATE THE TERMS OF THIS LEASE.THIS
DIRECTLY AND PROXIMATELY FROM XFS'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. In LEASE MAY NOT BE AMENDED OR SUPPLEMENTED EXCEPT IN A WRITTEN AGREEMENT SIGNED BY
addition,except for Claims arising directly and proximately from XFS's gross negligence orwillful misconduct, AUTHORIZED REPRESENTATIVES OF THE PARTIES AND NO PROVISIONS CAN BE WAIVED EXCEPT
you assume the risk of liability for,and hereby agree to indemnify and hold safe and harmless,and covenant to IN A WRITING SIGNED BY XFS.XFS's failure to object to terms contained in any communication from you will
defend,XFS,its employees,officers and agents from and against:(a)any and all Claims(including legal not be a waiver or modification of the terns of this Lease.You authorize XFS to insert or cored missing
expenses of every kind and nature)arising out of the manufacture,purchase,shipment and delivery of the information on this Lease,including but not limited to your proper legal name,lease numbers,serial numbers
Equipment to you,acceptance or rejection,ownership,leasing,possession,operation,use,return or other and other information describing the Equipment,so long as there is no material impact to your financial
disposition of the Equipment,including,without limitation,any liabilities that may arise from patent or latent obligations.
defects in the Equipment(whether or not discoverable by you),any claims based on absolute tort liability or 19.Governing Law,Jurisdiction,Venue and JURY TRIAL WAIVER.THIS LEASE IS GOVERNED BY,AND
warranty and any claims based on patent,trademark or copyright infringement;and(b)any and all loss or SHALL BE CONSTRUED IN ACCORDANCE WITH,THE LAWS OF THE STATE OF CONNECTICUT
damage of or to the Equipment (WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD OTHERWISE REQUIRE
14,Default and Remedies.You will be in default under this Lease if(1)XFS does not receive any payment APPLICATION OF LAWS OF ANOTHER JURISDICTION).THE JURISDICTION AND VENUE OF ANY
within 10 days after its due date,or(2)you breach any otherobligation under this Lease orany otheragreement ACTION TO ENFORCE THIS LEASE,OR OTHERWISE RELATING TO THIS LEASE,SHALL BE IN A
with XFS.If you default,and such default continues for 10 days afterXFS provides notice to you,XFS may,in FEDERAL OR STATE COURT IN FAIRFIELD COUNTY,CONNECTICUT OR,EXCLUSIVELY AT XFS'S
addition to other remedies(including requesting the Dealer to cease performing under the Maintenance OPTION,IN ANY OTHER FEDERAL OR STATE COURT WHERE THE EQUIPMENT IS LOCATED OR
Agreement),require you to promptly return the Equipment as provided in Sections 5 and 6 hereof,and require WHERE XFS'S OR YOUR PRINCIPAL PLACES OF BUSINESS ARE LOCATED,AND YOU HEREBY WAIVE
immediate payment,as liquidated damages for loss of bargain and not as a penalty,of the sum of.(a)all ANY RIGHT TO TRANSFER VENUE.THE PARTIES HEREBY WANE ANY RIGHT TO TRIAL BY JURY IN
amounts then due,plus interest from the due date until paid at the rate of 1.5%per month;(b)the Lease ANY ACTION RELATED TO OR ARISING OUT OF THIS LEASE.
Payments remaining in the Initial Lease Tern(including the fixed maintenance component thereof,If permitted 20.Miscellaneous.Yourobligations underthe'Taxes'and'Liability'Sections commence upon execution,and
under the Maintenance Agreement),discounted at the Discount Rate to the date of default and(c)Taxes.In survive the expiration or earlier termination,of this Lease.Notices under this Lease must be in writing.Notices
addition,if you do not return the Equipment as required above,you agree to pay XFS the fair market value to you will be sent to the'Billing Address'provided on the first page hereof,and notices to XFS shall be sent to
thereof,as reasonably determined by XFS,as of the end of the Initial Lease Tenn,discounted at the Discount our address provided on the first page hereof.Notices will be deemed given 5 days after mailing by first class
Rate to the date of default You agree to pay all reasonable costs,including aftomeys'fees and disbursements, mail or 2 days aftersending by nationally recognized overnightcourier.Invoices are not considered notices and
incurred by XFS to enforce this Lease. are not governed by the notice terms hereof.You authorize XFS to communicate with you by any electronic
15.Risk of Loss and Insurance.You assume and agree to bear the entire risk of loss,that destruction or means(including cellular phone,email,automatic dialing and recorded messages)using any phone number
other impairment of the Equipment upon delivery.You,at your own expense,(i)shall keep Equipment insured (including cellular)orelectronic address you provide to us.If a court finds any term ofthis Lease unenforceable,
against loss or damage at a minimum of full replacement value thereof,and(ii)shall carry public liability the remaining terms will remain in effect The failure by either Party to exercise any right or remedy will not
insurance against bodily injury,including death,and against property damage in the amount of at Ieast$2 million constitute a waiver of such right or remedy.If more than one party has signed this Lease as lessee,each such
(collectively,'Required Insurance'.All such Required Insurance shall be with loss payable to'XFS, its party agrees that its liability is joint and several.The following four sentences control over every other part of
successors and/or assigns,as their interests may appear,and shall be with companies reasonably acceptable this Lease.Both Parties will comply with applicable laws.XFS will not charge or collect any amounts in excess
to XFS.In addition,XFS shall be similarly named as an additional insured on all public liability insurance policies. of those allowed by applicable law.Any pad of this Lease that would,but for the last four sentences of this
The Required Insurance shall provide for 30 days'prior notice to XFS of cancellation. Section,be read under any circumstances to allow for a charge higher than that allowed under any applicable
YOU MUST PROVIDE XFS OR OUR DESIGNEES WITH SATISFACTORY WRITTEN EVIDENCE OF legal limit,is modified by this Section to limit the amounts chargeable underthis Lease to the maximum amount
REQUIRED INSURANCE WITHIN 30 DAYS OF THE INCEPTION DATE AND ANY SUBSEQUENT WRITTEN allowed under the legal limit.If,in any circumstances,any amount in excess of that allowed by law is charged
REQUEST BY XFS OR OUR DESIGNEES.IF YOU DO NOT DO SO,THEN IN LIEU OF OTHER REMEDIES or received,any such charge will be deemed limited by the amount legally allowed and any amount received by
FOR DEFAULT,XFS IN OUR DISCRETION AND AT OUR SOLE OPTION MAY(BUT IS NOT REQUIRED XFS in excess of that legally alloyed will be applied by us to the payment of amounts legally owed under this
TO) OBTAIN INSURANCE FROM AN INSURER OF XFS'S CHOOSING, WHICH MAY BE AN XFS Lease or refunded to you.
AFFILIATE,IN SUCH FORMS AND AMOUNTS AS XFS DEEMS REASONABLE TO PROTECT XFS'S
::�Istoner Initial Page 2 of 2 CPC-Final Rev.8.27.2014
PrintCare Cost Per Imo e A Agreement C-1 imageSi®fuircne
7 Managed Print Solutions g g 650 E Hospitality Lane,Suite 500
San Bernardino CA,92408
CUSTOMER INSTALL Agreement No.
Full Legal Name City Of Palm Springs DBA
Address City State ZIP Cod
3200 E Tahquitz Canyon Way Palm Springs CA 62262
CUSTOMER BILL TO
Name
same
Address City State ZIP Code
Phone760-323-8206 Contact NameAnthonyMejia Contact Email anthony.mejia@palmspringsca.gov Lessee PO#(Optional)
Monthly Base Maintenance Payment=$ 0
Excess Per Image Charge stated in the below table
Modelts) Black&White Monthly Allowance. Black&White Rdte Color Monthly Allowance Color Rate
i
jincluded in,Monthiv •-• in Monthlv Base
Xerox Alta Link B8055(1) 0 .0049 NIA N/A
DEFINITIONS:The words Customer,You and Your refer to customer indicated above.The words Company,We,Us and Our to Image Source.
SERVICES OFFERED:We agree to provide all consumables,along with device environment monitoring,auto toner replenishment,proactive service error monitoring,phone technical
support,service,and quarterly environment reporting under this Cost Per Image Agreement.Further information on the Service Management details are stated on the back of this
document.Covered equipment,along with Cost Per Image pricing,is listed in the table above,or separately in Schedule(s)A,and/or B.
IMAGE CHARGES:Payments are due monthly,beginning the date the Agreement is initiated(as noted by the Agreement date below)or any later date designated by Us(see
"Transitional Billing"section below)and continuing on the same day of each following month until fully paid.You are entitled to make the total numberof images reflected in the Monthly
Image Allowance shown in the table above,or separately in Schedule(s)A,and/or B,each month(if consolidated),orthe monthly amount Image Allowance Per Machine or Group(if not
consolidated).If You use more than the applicable Allowance(s)in any month,You will pay Us an additional charge equal to the number of additional metered images multiplied by the
applicable Excess Per Image Charge.If the meter reading required for periodic billing is not available,Company may bill for use based on an average volume for the most recent 3
months.You agree that We may proportionally increase Your Per Image Charges at any time if Our estimated average page coverage is exceeded in any month during the term of this
Agreement.Each print made that is larger than 145 square inches may register as 2 prints on the meter.In addition to the foregoing,You agree that effective on each/any anniversary of
this Agreement,We may annually increase both the Minimum Monthly Payment and the Excess Per Image Charge by amounts determined in Our discretion,but not to exceed ten percent
(10%)of the then current payment and/or charge in each year.You agree to comply with billing and meter collection procedures designated by Us,including notifying Us of the meter reading
on the billing date.If meters are not received,We reserve the right to estimate Your usage for the billing period.
TRANSITIONAL BILLING:If We designate as the Agreement commencement date or effective date a date which is later than the date the Agreement is/was initiated(asnotedbythe
Agreement Date below),then You shall pay Us an inter!m payment for each day,from the datethe Agreement istwas initiated until the commencement date,equal to the minimum monthly
payment divided by 30.If this Cost Per Image Agreement has no minimum monthly amount(as designated in in the table above,or separately in Schedule(s)A,and/or B),We will bill You
for actual pages copied or printed from the Agreement initiation date until the designated commencement date.
GOVERNING LAW,CONSENT TO JURISDICTION AND VENUE OF LITIGATION:This Agreement and each addendum shall be governed by the laws of the State of California.You
agree that any dispute arising under or related to this agreement will be adjudicated in the federal or state court located in San Bernardino.You hereby consent to personal jurisdiction and
venue in that court and waive any right to transfer venue.Each party waives any right to a trial by jury.
LATE FEES:If any amount payable to Us is not paid when due,You will pay Us a late charge equal to 1)a rate of 1.5%per month of balance overdue or 2)a minimum of$5 per month.
The Customer will also pay collection costs and reasonable attorney's fees should the account be placed for collection.
AGREEMENT PERIOD:This agreement is for a period of 60 months from the Agreement is initiated,and is non-cancelable.In addition to any other rights under this contract,Company
may terminate this contract at any time by giving the Customer 30 day prior written notice.Unless notified in writing 30 days prior to the contract expiration date,this agreement shall
renew for 12-monthperiods.
City Clerk
THIS AGREEMENT IS SUBJECT TO THE TERMS AND CONDITIONS PRINTED ON THIS PAGE,THE REVERSE SIDE,AND,IF APPLICABLE,ATTACHED SCHEDULE(S)A AND/OR B,ALL OF WHICH
PERTAIN TO THIS AGREEMENT AND WHICH YOU ACKNOWLEDGE HAVING READ.THIS AGREEMENT IS NOT BINDING UNTIL ACCEPTED BY US.YOU CERTIFY ALL ACTIONS REQUIRED TO
AUTHORIZE EXECUTION OF THIS AGREEMENT,INCLUDING YOUR AUTHORITY,HAVE BEEN FULFILLED.
IMAGE SOURCE:(As Stated Above) Abov
By: Date Accepted: :_By, 1Date� q1 ' 7 o Ir
Signature C- —1
Print Name&Title: int Name&Title:
— ----- —O av. 1�e� C Ivi a n a r
Page 1 of 2 v62019
VolP N (;IimiageSpurce■ rimtCa■ e, fi
Managed Print Solutions 550 E Hospitality Lane,Suite500
San Bernardino,CA 92408
I. MAINTENANCE AND SUPPLIES.
A. Cost Per Image Charges.The charges stated in the Agreement include charges for maintenance(from 8 a.m.to 5 p.m.local time,except weekends and holidays("Regular Service
Hours"),inspection,adjustment,parts replacement,cleaning material required for proper operation,and toner and developer for such Equipment and may also include charges for such
maintenance and supplies provided to You for the Equipment.Paper and staples are not included in this maintenance agreement.You must purchase staples separately,from Image
Source.Color toner and developer supplies will be provided for production of pages,with an average 20%page coverage.Supplies required for production in excess of 20%page
coverage will be invoiced separately.We may charge a fulfillment fee to cover equipment monitoring and supply replenishment and delivery.
B. Equipment Eligible for Coverage.This only applies to the Equipment identified in the table on page one,or separately in Schedule(s)A,and/or B.You represent and warrant that,
other than as set forth in the table on page one,or separately in Schedule(s)A,and/or B,there is no other equipment located at Your site(s)capable of using Our supplied toner and ink
consumables.All Equipment capable of using Our supplied toner and ink consumables must be included in this Agreement.To the best of Your knowledge,there are no equipment
conditions that do not meet manufacturers specifications("Pre-Existing Conditions',other than those specifically identified in the table on page one,or separately in Schedule(s)A and/
or B.You agree that We shall have the right to inspect and verify any Equipment covered by this Agreement which was previously owned by You.We reserve the right,at Our sole
discretion,to exclude from this agreement any Equipment that We determine to have material faults,and/or to be unfit for service.If applicable,We may discount the Monthly Base
Maintenance Payment by the amount reasonably allocated to any excluded Equipment.
C. Definition of Services Provided.We agree(a)to perform only those repairs involving worn Equipment components that have failed during ordinary use of the Equipment under normal
operating conditions(trays,covers and other non-consumable parts are not covered),and(b)to supply You with all toner and ink consumables required to operate the Equipment.
Requests for services outside of Regular Service Hours will be provided on a best effort basis at Our prevailing time and material hourly rate.Such charges for services outside of
Regular Service Hours are in addition to the prepaid Minimum Monthly Payment.This Agreement does not cover after-hours service,shop overhauls,and service made necessary by
accident,fire,water,natural disasters,or failure by You to meet the manufacturer's electrical requirements.
D.Access to Equipment.We shall have the right to access Your site and any other of Your premises that may house Equipment upon reasonable notice for access with Your supervision
during regular work hours.We reserve the right to invoice You at Our prevailing time and material hourly rate,separate from the Minimum Monthly Payment,when access to the
Equipment is denied for greater than fifteen(15)minutes,when You initiated the request for service.We shall apply an estimated monthly page volume to any and all Equipment that
cannot be accessed for page count recording purposes.
E. Authorized Maintenance Providers.We,at Our discretion,may authorize Our approved maintenance subcontractors or approved service providers to perform maintenance and
repairs to the Equipment.In cases where We manage Your third party service agreement on Your behalf,then all sums currently due under that agreement must be paid in full before
We will assume any obligation or responsibility.
F. Repair Responsibility.Maintenance services excludes repairs due to:(a)misuse,neglect or abuse;(b)failure of the installation site or the PC or workstation used with the
Equipment to comply with manufacturer's published specifications;(c)use of options,accessories or products not serviced by Us;(d)non-Image Source alterations,relocation,
service or supplies;or(e)failure to perform operator maintenance procedures identified in operator manuals,or(f)failure by You to meet the manufacturer's electrical
requirements.
G.Analyst Services.We agree to provide Analyst Services,at no additional charge,for the first 90 days of this Agreement.After 90 days,You agree to pay Us periodic charges for
Analyst Services.We shall discontinue billing or debiting Analyst Services upon receipt of a written request to discontinue Analyst Services support for Equipment.Upon cancellation,
You agree to bear the entire cost of Analyst Services related to the Equipment covered by this Agreement.
H.Ownership and Control of Toner and Ink Consumables.All toner and ink consumables supplies provided under this Agreement shall at all times remain the property of Us.You may
use the toner and ink consumables pursuant to the terms of this Agreement,but You shall not have any ownership rights in or to the toner or ink consumables.You shall not be charged
for any toner or ink consumables in use upon the expiration of this Agreement.The ordering of consumables significantly in excess of the number of copies or prints produced may be
charged to You by Us.
I. Additional Equipment and Right of Inspection.1.You shall notify Us promptly upon installing any additional equipment("Additional Equipment")at Your site capable of using Our
supplied toner and ink consumables.Equipment installed subsequent to the date of this Agreement will be evaluated by Us,and included in,or excluded from,this Agreement at the
sole discretion of Us.2.Additional Equipment deemed included in the Agreement by Us shall be added to this Agreement and will automatically be covered by and considered
Equipment under the terms of this Agreement.Billings or surcharges for Additional Equipment output will be reflected in the billing cycle immediately following the billing cycle in which
the Additional Equipment is installed.If You add Additional Equipment,the Minimum Monthly Payment may be adjusted accordingly,at Our sole discretion.3.If any such Additional
Equipment is used equipment,You represent and warrant to Us that,except for Pre-Existing Conditions duly disclosed to Us prior to such Additional Equipment being covered by this
Agreement,all of the Additional Equipment shall,on the date such coverage commences,be in good working order.We shall be entitled to take a physical inventory of the Additional
Equipment,upon or prior to its being covered by this Agreement,to determine whether they are in working order.In the event,as of the date coverage commences under this
Agreement,any Additional Equipment is not in good working order,You shall have such Additional Equipment repaired at Your sole expense and,until such Additional Equipment is so
repaired,any Additional Equipment with Pre-Existing Conditions shall not be covered under this Agreement.An initial meter reading of zero(0)is agreed,unless You provide timely
information to the contrary,for any Additional Equipment that meets the conditions of 1.1.
11.WARRANTY.Notwithstanding anything in this Agreement to the contrary,We warrant(a)that all personnel performing services hereunder by or on behalf of Us will have appropriate
training and experience and(b)all equipment is in accordance with industry standards,and all supplies and materials are of good quality.Without limiting the generality of the foregoing
(and without limiting any obligation of Us to make repairs under this Agreement),You expressly agree and acknowledge that in no event shall any manufacturer's warranty,including but
not limited to any implied warranty of merchantability,and fitness for a particular purpose,be deemed given by or otherwise transferred or applied to Us.If You notify Us within ninety
(90)days from perfornance of the services that the services or a part thereof fails to conform to the standards specified herein,Your sole and exclusive remedy is that We shall
promptly repair,replace,or re-perform the non-conforming services.
III. MONITORING SOFTWARE.
A.You grant Permission to Install and Maintain Software.We license software("Monitoring Software")that enables Us to monitor the usage of,and the copy count produced on,the
Equipment.You agree that We shall have the right,at any time during the term of this Agreement,to install the Monitoring Software on one or more of Your computer networked
station(s).You agree to provide Us,during normal business hours,access to Your computer-networked station(s)to enable Us to upgrade,modify or maintain the Monitoring Software
or to install new releases or additions to the Monitoring Software.Under no circumstances will the Monitoring Software provide Us access to Your information other than information
directly related to this Agreement.You agree to not delete or remove the Monitoring Software or to alter,modify or otherwise render it unusable during the term of this Agreement
without the prior written consent of Us.If You disagree,then We retain the right to invoice You the prevailing hourly billable rate for labor required to obtain meter readings,per meter
reading cycle.
B. No License,other Prohibitions.Nothing herein shall be construed as granting a license to You for the use of the Monitoring Software.You may not,nor may You permit or cause any
other person to(a)use or copy the Monitoring Software,in whole or in part,in any manner,(b)modify,translate,reverse engineer,decompile or dissemble the Monitoring Software,(c)
rent,lease,loan,resell,distribute,use in a customer-server network to provide third parties access to,or otherwise transfer the Monitoring Software,or(d)remove any proprietary
notices on the Monitoring Software.
C. Intellectual Property Rights.All rights(including all intellectual property rights,whether recognized currently or in the future)in and to the Monitoring Software(including anysource
code,executable code,object code,tools and/or libraries related to the Monitoring Software)will at all times be owned by Us.No modifications and/or use by You of the Monitoring
Software shall under any circumstances transfer any right,title or interest in or to the Monitoring Software to You or any third party.
D. Monitoring Software Warranty,Liability.You acknowledge that the Monitoring Software will be installed on Your networked workstation(s)"as is"without warranty of any kind,either
express or implied,including the implied warranties of merchantability,fitness for a particular purpose and non-infringement.We do not warrant that the Monitoring Software will be error
free or will operate without interruption.We shall in no event be liable to You or any third party for any special,consequential,incidental or indirect damages in connection with the
Monitoring Software.If the software is found to cause issues on Your network,and these issues can be reasonably associated to the installation of the software through uniform
software testing and tracing methodologies,Our liability will be limited to the removal of said Monitoring Software from Your environment.
IV.MISCELLANEOUS.
A.Software.Performance issues related to Software and/or connectivity are not covered under the terms of this Agreement.Any warranties related to Software will be those offered by the
manufacturer and will be passed directly to the user.
B. Software/Hardware.Connectivity and performance issues related to Software and non-standard hardware are not covered under the terms of this Agreement.Any warranties related to
these solutions,which include but are not be limited to:Xerox ConnectKey Applications,PaperCut,XMedius Fax,Umango,Square9,Ysoft,Nuance,Formax,NeoPost,or Xerox
FreeFlow,any computers and scanners,will be those offered by the manufacturer and passed directly to the user.Operation and configuration of the Software will be the responsibility
of You after initial install and operation test is completed by Us.
CuSEWUI Initia Page 2 of 2 v5.20.19
Xerox Financial Services LLC
201 Merritt 7 r®x
Norwalk,CT 06851 •o
Addendum to Xerox Financial Services LLC
Lease Agreement#020-0036746
The following sections replace or modify the corresponding sections in the Agreement and are hereby
incorporated therein. In the event of any conflict between the terms of the Agreement and the terms below,
the terms below shall control.
Section 1.Definitions:Remove sentence which reads: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.
Section 2.Lease,Payments and Late Payments.The following language is deleted.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.
Section S.Equipment Ownership,Labeling and UCC Filing.The following language is removed.You agree to
pay any filing fees and administrative costs for the filing of such financing statements.
Additional Section:
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.
Customer Acceptance- Lessor Acceptance:
PALM SPRIN I CITY O Xerox Financial Services
Authorized Signor: ��� Accepted by:
Print Name: mow: d r2eac)�� Name:
Title: i NI a r� ✓ Title:
Date: j!� o Date:
*Signor for the Lease Agreement and the Addendum must be the same.
AMFRQfl'MT .- R !,VkCr.R
SST: o-I l Z(o
1`�...
fv zie_rk
P ge 1 of 1
Xerox Financial Services LLC
45 Glover Avenue Cost Per Copy Agreement Xerox. '
Norwalk,CT 06856
Lease Agreement t 0036746 1 Dealer Name: Image Source
LESSEE INFORMATION
Full Legal Name DBA
Cit of Palm Springs
Billing Address city State ZIP Code
3200 E.Tah uitz Canyon Palm Springs CA 92262
Phone Contact Name Contact Email Lessee POq(Optional)
(760) 323-8206 thonv Me'ia Anthon .me'ia@ alms rin sca. ov
EQUIPMENT
Quantity Model and Description Quantity I Model and Description
20 Xerox Altal-ink B8055 1 Xerox Versa Link 13605/X (BW Excess Charge @ .019)
6 Xerox Alta Link C8055
2 Xerox Altal-ink C8070
Equipment Location(if different from Billing Address)
TERM 1 PAYMENT IMAGE TYPE IMAGES INCLUDED EXCESS CHARGE PRINTS INCLUDED EXCESS CHARGE
B&W 0 .0049
Initial Lease Term(in months): 60 Color
0 .049
Annual Lease Payment:$107,224.07 Everyday Color N/A N/A
Includes applicable taxes.Payment may be 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-CANCELLABLE LEASE AND THAT YOU HAVE READ AND AGREED TO ALL
APPLICABLE TE NDLONDITIONS SET_EDBXy ON P ES 1 AND 2 OF THIS LEASE.
r e Signer !Date Federal Tax ID p(Required)
X' 95-6000757
Print Name Title(irlilicate Presid nt,Partner,Proprietor,etc.)
David H Read Cit Mana er
LESSOR
Accepted By:Xerox Financial Services LLC Name and Title Date
CONDITIONSTERMS&
1.Definitions.The words"you"and"your mean the legal entity identified in"Lessee Information"above,and 5.End of Lease Options.If you are not in default and if you provide no greater than 150 days and no less than
"XFS,""we,""us""Lessor"and"our"means Xerox Financial Services LLC."Party"means you or XFS,and 60 days'prior written notice to XFS,you may,at the end of the Initial Lease Term,either(a)purchase all,but
"Parties"means both you and XFS."Dealer"means the entity identified in"Dealer Name"above."Discount Rate" not less than all,of the Equipment"AS IS,WHERE IS"and WITHOUT ANY WARRANTY AS TO CONDITION
means a rate equal to the 1-year Treasury Constant Maturity rate as published in the Selected Interest Rates OR VALUE at the time of purchase by paying its fair market value,as determined by XFS in its sole but
table of the Federal Reserve statistical release H.15(519) or successor publication for the week ending reasonable discretion,plus Taxes,(b)enter into a new lease on mutually agreeable terms,or(c)de-install and
immediately prior to the Inception Date."Equipment"means the items identified in"Equipment"above and in return the Equipment,at your expense,fully insured,to a continental US location XFS specifies.If you have not
any attached Equipment schedule,plus any Software(as defined in Section 3 hereof),attachments,accessories, elected one of the above options,you shall be deemed to have entered into a new lease with a 3 month term
replacements,replacement parts,substitutions,additions and repairs thereto."Excess Charges"means the on terms and conditions identical to this Lease,except that either party may terminate the new lease at the end
applicable excess copies and/or prints charges. "Inception Date"means(a)the date Dealer determines of its 3 month term on 30 days'prior written notice and,when this new lease terminates,shall take one of the
Equipment installed by Dealer is operating satisfactorily and is available for your use,or(b)the date Equipment actions identified in(a)(b)or(c)in the preceding sentence or be deemed to have entered into another new
identified by Dealer as being installable by you is delivered to your premises."Lease"means this Cost Per Copy lease with a 3 month term as provided herein.Any purchase option shall be exercised with respect to each item
Agreement,including any attached Equipment schedule."Lease Payment"means the Annual Lease Payment of Equipment on the day immediately following the date of expiration of the Lease Term of such item,and by
specified above,which includes the fixed component of maintenance charges payable to Dealer under the the delivery atsuch time by you to XFS of payment,in cash or by certified check,of the amountof the applicable
Maintenance Agreement,the Excess Charges(unless otherwise agreed by you,Dealer and XFS),and other purchase price for the Equipment.Upon payment of the applicable amount,XFS shall,upon your request,
charges you,Dealer and XFS agree will be invoiced in advance by XFS on an Annual basis,plus Taxes. execute and deliver to you a bill of sale for the Equipment on an"AS IS,""WHERE IS,""WITH ALL FAULTS"
"Maintenance Agreement"means a separate agreement between you and Dealer for maintenance and support basis,without representation or warranty of any kind or nature whatsoever.After such payment,you may trade-
purposes."Origination Fee"means a one-time fee of$125 billed on your first invoice which you agree to pay, in the Equipment as part of another transaction with XFS and,if you do,you must pass unencumbered title of
covering the origination,documentation,processing and certain other initial costs for the Lease.'Term"means the Equipment being traded-in to XFS.
the Initial Lease Term plus any subsequent renewal or extension terms."UCC"means the Uniform Commercial 6.Equipment Return.If the Equipment is returned to XFS,it shall be in the same condition as when delivered
Code of the State of Connecticut(C.G.S.A.§§42a-1-101 et seq.). to you,normal wear and tear accepted and,if not in such condition,you will be liable for all expenses XFS incurs
2.Lease,Payments and Late Payments.You agree and represent all Equipment was selected,configured to return the Equipment to such"normal wear and tear"condition.IT IS SOLELY YOUR RESPONSIBILITY TO
and negotiated by you based upon your own judgment and has been,or is being,supplied by Dealer.At your SECURE ANY SENSITIVE DATA AND PERMANENTLY DELETE SUCH DATA FROM THE INTERNAL
request,XFS has acquired,or will acquire,the same to lease to you under this Lease and you agree to lease MEDIA STORAGE PRIOR TO RETURNING THE EQUIPMENT TO XFS.YOU SHALL HOLD XFS HARMLESS
the same from XFS.The Initial Lease Term,which is indicated above,commences on the Inception Dale.You FROM YOUR FAILURE TO SECURE AND PERMANENTLY DELETE ALL SUCH LESSEE DATA AS
agree to pay XFS the first Lease Payment 30 days after the Inception Date;each subsequent Lease Payment, OUTLINED IN THIS SECTION.
which may include charges you,Dealer and XFS agree will be invoiced by us,shall be payable on the same 7.Meter Readings and Annual Adjustments.Unless otherwise agreed by you and XFS,you will provide meter
date annually thereafter,whether or not XFS invoices you.If any payment is not paid in full within 5 days readings on all Equipment subject to this Lease at the end of each month during the Initial Lease Term and any
after its due date,you will pay a late charge of the greater of 10%of the amount due or$25,not to exceed additional Term.If you do not provide a timely meter reading,XFS may estimate such reading and invoice you
the maximum amount permitted by law.For each dishonored or returned payment,you will be assessed the accordingly.If XFS does estimate any meter readings,XFS will make appropriate adjustments on subsequent
applicable returned item fee,which shall not exceed$35.Restrictive covenants on any method of payment will invoices to you after receiving the actual meter readings from you for the Equipment.At any time after 12 months
be ineffective. from the Inception Date and for each successive 12 month period thereafter during the Initial Lease Term and
3.Equipment and Software.To the extent that the Equipment includes intangible property or associated any 3 month extended Term,XFS may increase your Annual Lease Payment and the Excess Charges by a
services such as software licenses,such intangible property shall be referred to as"Software."You acknowledge maximum of fifteen percent(15%)of the then-current Annual Lease Payment therefor and you agree to pay
and agree that that XFS has no right,title or interest in the Software and you will comply throughout the Lease such increased amounts.
Term with any license and/or other agreement('Software License")with the supplier of the Software("Software S.Equipment Delivery and Maintenance.Equipmentwill be delivered to you by Dealer at the location specified
Supplier").You are responsible for entering into any required Software License with the Software Supplier no on the first page hereof or in an Equipment schedule,and you agree to execute a Delivery&Acceptance
later than the Lease Inception Date.You agree the Equipment is for your lawful business use in the United Certificate at XFS's request(and confirm same via telephone and/or electronically)confirming that you have
States(including its possessions and territories),will not be used for personal,household or family purposes, received,inspected and accepted the Equipment, and that XFS is authorized to fund the Dealer for the
and is not being acquired for resale.You will not attach the Equipment as a fixture to real estate or make any Equipment If you reject the Equipment,you assume all responsibility for any purchase order or other contract
permanent alterations to it. issued on your behalf directly with Dealer.Equipment may not be moved to another location without first
4.Non-Cancellable Lease.THIS LEASE CANNOT BE CANCELLED OR TERMINATED BY YOU PRIOR TO obtaining XFS's written consent,which shall not be unreasonably withheld.You shall permit XFS to inspect
THE END OF THE INITIAL LEASE TERM.YOUR OBLIGATION TO MAKE ALL LEASE PAYMENTS,AND Equipment and any maintenance records relating thereto during your normal business hours upon reasonable
TO PAY ALL OTHER AMOUNTS DUE OR TO BECOME DUE,IS ABSOLUTE AND UNCONDITIONAL AND notice.You represent you have entered into a Maintenance Agreement with Dealer to maintain the Equipment
NOT SUBJECT TO DELAY,REDUCTION,SET-OFF,DEFENSE,COUNTERCLAIM OR RECOUPMENT FOR in good working order in accordance with the manufacturer's maintenance guidelines,and to provide you with
ANY REASON WHATSOEVER,IRRESPECTIVE OF THE PERFORMANCE OF THE EQUIPMENT,DEALER, supplies for use with the Equipment.You understand and acknowledge that XFS is acting solely as an
ANY THIRD PARTY OR XFS.Any pursued claim by you against XFS for alleged breach of our obligations administrator for Dealer with respect to the billing and collecting of the charges under the Maintenance
hereunder shall be asserted solely in a separate action;provided,however,that your obligations under this Agreement and Excess Charges included in the Lease Payments.IN NO EVENT WILL XFS BE LIABLE TO
Lease shall continue unabated. YOU FOR ANY BREACH BY THE DEALER OF ANY OF ITS OBLIGATIONS TO YOU,NOR WILL ANY OF
Page 1 of 2 CPC-Final Rev.8.27.2014
YOUR OBLIGATIONS UNDER THIS LEASE BE AFFECTED,MODIFIED,RELEASED OR EXCUSED BY ANY
ALLEGED BREACH BY DEALER. INTERESTS(COLLECTIVELY"EQUIPMENT INSURANCE").EQUIPMENT INSURANCE WILL COVER THE
9.Equipment Ownership,Labeling and UCC Filing.If and to the extent a court deems this Lease to be a EQUIPMENT AND XFS;IT WILL NOT NAME YOU AS AN INSURED AND MAY NOT COVER ALL OF YOUR
security agreement under the UCC,and otherwise for precautionary purposes only,you grant XFS a first priority INTEREST IN THE EQUIPMENT AND WILL BE SUBJECT TO CANCELLATION AT ANY TIME.YOU AGREE
security interest in your interest in the Equipment and all proceeds thereof in order to secure your performance TO PAY XFS PERIODIC CHARGES FOR EQUIPMENT INSURANCE (COLLECTIVELY "INSURANCE
under this Lease.XFS is and shall remain the sole owner of the Equipment,except the Software.XFS may label CHARGES") THAT INCLUDE: AN INSURANCE PREMIUM THAT MAY BE HIGHER THAN IF YOU
the Equipment to identify our ownership interest in it.You authorize XFS to file by any permissible means a UCC MAINTAINED THE REQUIRED INSURANCE SEPARATELY;A FINANCE CHARGE OF UP TO 1.5%PER
financing statement to show,and to do all other acts to protect,our interest in the Equipment You agree to pay MONTH ON ANY ADVANCES MADE BY XFS OR OUR AGENTS;AND COMMISSIONS,BILLING AND
any filing fees and administrative costs for the filing of such financing statements.You agree to keep the PROCESSING FEES;ANY OR ALL OF WHICH MAY GENERATE A PROFIT TO XFS OR OUR AGENTS.
Equipment free from any liens or encumbrances and to promptly notify XFS if there is any change in your XFS MAY ADD INSURANCE CHARGES TO EACH LEASE PAYMENT.XFS shall discontinue billing or
organization such that a refiling or amendment to XFS's UCC financing statement against you becomes debiting Insurance Charges for Equipment Insurance upon receipt and review of satisfactory evidence of
necessary. Required Insurance.
10.Assignment.YOU MAY NOT ASSIGN,SELL,PLEDGE,TRANSFER,SUBLEASE OR PART WITH You must promptly notify XFS of any loss or damage to Equipment which makes any item of Equipment
POSSESSION OF THE EQUIPMENT,THIS LEASE OR ANY OF YOUR RIGHTS OR OBLIGATIONS UNDER unfit for continued or repairable use.You hereby irrevocably appoint XFS as your Insurance.
Insurance
fact to execute
THIS LEASE(COLLECTIVELY"ASSIGNMENT'S WITHOUT XFS'S PRIOR WRITTEN CONSENT,WHICH and endorse all checks a or ftsEquipment
in your name to collectreceived
any such Required Insurance.Insurance proceeds
SHALL NOT BE UNREASONABLY WITHHELD, BUT SUBJECT TO THE SOLE EXERCISE OF XFS'S from Required Insurance the
Equipment Insurance ren ved shall be applied,at XFS's option,to(x)restore the
REASONABLE CREDIT DISCRETION AND EXECUTION OF ANY NECESSARY ASSIGNMENT Equipment so that in is in the same condition as when delivered di you(normal wear and tear excepted),to er,
DOCUMENTATION.If XFS agrees to an Assignment,you agree to pay the applicable assignment fee and o the Equipment is not restorable,to replace it like-kind condition Equipment from the same manufacturer,
reimburse XFS for any costs we incur in connection with that Assignment.XFS may sell,assign or transfer all or(z)pay to XFS the greater of(i)the total unpaid Lease Payments for the entire term hereof(discounted to
or any part of the Equipment,this Lease and/or any of our rights(but none of our obligations)under this Lease. present value at the Discount Rate)plus countXFS' residual interest in such Equipment(herein agreed to be 20u of
XFS's assignee will have the same rights that we have to the extent assigned(but none of our obligations)and the Equipment's original cast to XFS,discounted to value of th Eqvalui meat at Discount Rate)plus any other amounts
YOU AGREE NOT TO ASSERT AGAINST SUCH ASSIGNEE ANY CLAIMS,DEFENSES,COUNTERCLAIMS, due e r under this Lease,or Oii)the fair market DAMAGET of the Equipment immediately prior to the loss S damage,
RECOUPMENTS,OR SET-OFFS THAT YOU MAY HAVE AGAINST XFS.XFS agrees and acknowledges that as determined by XFS. LI LOSS OR DAMAGE O EQUIPMENT,OR LIGAXFS' RECEIPT OF INSURANCE
any Assignment by us will not materially change your obligations under this Lease. PROCEEDS,SHALL RELIEVE YOU pm ANY OF YOUR REMAINING OBLIGATIONS UNDER THIS LEASE.
Notwithstanding procurement of Equipment Insurance or Required Insurance,you remain primarily liable for
11.Taxes.You will be responsible for,indemnify and hold XFS harmless from,all applicable taxes,fees or performance under subclauses(x),(y)or(z)in the third sentence of this paragraph in the event the applicable
charges(including sales,use,personal property and transfer taxes,other than net income taxes),plus interest insurance carrier fails or refuses to pay any claim.YOU AGREE(I)TO ARBITRATE ANY DISPUTE WITH XFS,
and penalties,assessed by any governmental entity on the Equipment,this Lease or the amounts payable under OUR AGENTS OR ASSIGNS REGARDING THE EQUIPMENT INSURANCE AND/OR INSURANCE
this Lease(collectively,'Taxes"),which will be included in XFS's invoice to you unless you timely provide CHARGES UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN FAIRFIELD
continuing proof of your tax exempt status.If Equipment is delivered to a jurisdiction where certain taxes are COUNTY,CT,(II)THAT ARBITRATION(NOT A COURT)SHALL BE THE EXCLUSIVE REMEDY FOR SUCH
calculated and paid at the time of lease initiation,you authorize XFS to finance and adjust your Lease Payment DISPUTES;AND(III)THAT CLASS ARBITRATION IS NOT PERMITTED.This arbitration requirement does
to include such Taxes over the Initial Lease Term unless you require otherwise.Unless and until XFS notifies not apply to any other provision of this Lease.
you in writing to the contrary,XFS will file all personal property tax returns covering the Equipment,pay the 16.Finance Lease and Lessee Waivers.The parties agree this Lease is a"finance lease"under UCC
personal property taxes levied or assessed thereon,and collect from your account all personal property taxes Article 2A.You waive,solely against XFS and its successors and assigns,(a)all rights and remedies
on the Equipment.This is a true lease for all income tax purposes and you will not claim any credit or deduction conferred on a lessee under Article 2A(Sections 508.522)of the UCC(C.G.S.A.§§42a-2A-724-737),and
for depreciation of the Equipment,or take any other action inconsistent with your status as lessee of the (b)any rights you now or later may have which require XFS to sell,lease or otherwise use any Equipment
Equipment to reduce our damages including our realization of the remaining value of the Equipment,or which may
12.Equipment Warranty Information and Disclaimers.XFS IS MERELY A FINANCIAL INTERMEDIARY, otherwise limit or modify any of our rights or remedies.
AND HAS NO INVOLVEMENT IN THE SALE,DESIGN,MANUFACTURE,CONFIGURATION,DELIVERY, 17.Authorization of Signer and Credit Review.You represent that you may lawfully enter into,and perform,
INSTALLATION, USE OR MAINTENANCE OF THE EQUIPMENT.THEREFORE,WITH RESPECT TO this Lease,that the individual signing this Lease on your behalf has all necessary authority to do so,and that all
EQUIPMENT,XFS DISCLAIMS,AND YOU WANE SOLELY AGAINST XFS,ALL WARRANTIES,WHETHER financial information you provide completely and accurately represents your financial condition.You agree to
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF furnish financial information that XFS may request now,including your tax identification number,and you
MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE,AND XFS authorize XFS to obtain credit reports on you in the future should you default or fail to make prompt payments
MAKES NO REPRESENTATIONS OF ANY KIND OR TYPE,INCLUDING,BUT NOT LIMITED TO,THE under this Lease.
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 18,Original and Sole Controlling Document;No Modifications Unless in Writing.This Lease constitutes
item of Equipment and agree that you will contact each manufacturer and/or Dealer for a description of any the entire agreement between the Parties as to the subjects addressed herein, and representations or
warranty rights you may have under the Equipment supply contract,sales order,or otherwise.Provided you are statements not included herein are not part of this Lease and are not binding on the Parties.You agree that an
not in default hereunder,XFS hereby assigns to you any warranty rights we may have against Dealer or executed copy of this Lease that is signed by your authorized representative and by XFS's authorized
manufacturer with respect to the Equipment.If the Equipment is returned to XFS,such rights are deemed representative(an original manual signature or such signature reproduced by means of a reliable electronic
reassigned by you to XFS.IF THE EQUIPMENT IS NOT PROPERLY INSTALLED,DOES NOT OPERATE AS form,such as electronic transmission of a facsimile or electronic signature)shall be marked"original"by XFS
WARRANTED,BECOMES OBSOLETE,OR IS UNSATISFACTORY FOR ANY REASON WHATSOEVER, and shall constitute the only original document for all purposes.All other copies shall be duplicates.To the extent
YOU SHALL MAKE ALL RELATED CLAIMS SOLELY AGAINST MANUFACTURER OR DEALER AND NOT this Lease constitutes chattel paper(as defined in the UCC),no security interest in this Lease may be created
AGAINST XFS,AND YOU SHALL NEVERTHELESS CONTINUE TO PAY ALL LEASE PAYMENTS AND except by the possession or transfer of the copy marked"original"by XFS.IF A PURCHASE ORDER OR
OTHER SUMS PAYABLE UNDER THIS LEASE. OTHER DOCUMENT IS ISSUED BY YOU,NONE OF ITS TERMS AND CONDITIONS SHALL HAVE ANY
13.Liability and Indemnification.XFS IS NOT RESPONSIBLE FORANY LOSSES,DAMAGES,EXPENSES FORCE OR EFFECT,AS THE TERMS AND CONDITIONS OF THIS LEASE EXCLUSIVELY GOVERN THE
OR INJURIES OF ANY KIND OR TYPE,INCLUDING,BUT NOT LIMITED TO,ANY SPECIAL,INDIRECT, TRANSACTION DOCUMENTED HEREIN.THE DEALER AND ITS REPRESENTATIVES ARE NOT OUR
INCIDENTAL,CONSEQUENTIAL OR PUNITIVE DAMAGES(COLLECTIVELY,"CLAIMS"),TO YOU OR AGENTS AND ARE NOT AUTHORIZED TO MODIFY OR NEGOTIATE THE TERMS OF THIS LEASE.THIS
ANY THIRD PARTY CAUSED BY THE EQUIPMENT OR ITS USE, EXCEPT THOSE CLAIMS ARISING LEASE MAY NOT BE AMENDED OR SUPPLEMENTED EXCEPT IN A WRITTEN AGREEMENT SIGNED BY
DIRECTLY AND PROXIMATELY FROM XFS'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. In AUTHORIZED REPRESENTATIVES OF THE PARTIES AND NO PROVISIONS CAN BE WAIVED EXCEPT
addition,except for Claims arising directly and proximately from XFS's gross negligence or willful misconduct, IN A WRITING SIGNED BY XFS.XFS's failure to object to terms contained in any communication from you will
you assume the risk of liability for,and hereby agree to indemnify and hold safe and harmless,and covenant to not be a waiver or modification of the terms of this Lease.You authorize XFS to insert or correct missing
defend,XFS,its employees,officers and agents from and against:(a)any and all Claims(including legal information on this Lease,including but not limited to your proper legal name,lease numbers,serial numbers
expenses of every kind and nature)arising out of the manufacture,purchase,shipment and delivery of the and other information describing the Equipment,so long as there is no material impact to your financial
Equipment to you,acceptance or rejection,ownership,leasing,possession,operation,use,return or other obligations.
disposition of the Equipment,including,without limitation,any liabilities that may arise from patent or latent 19.Governing Law,Jurisdiction,Venue and JURY TRIAL WAIVER.THIS LEASE IS GOVERNED BY,AND
defects in the Equipment(whether or not discoverable by you),any claims based on absolute tort liability or SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CONNECTICUT
warranty and any claims based on patent,trademark or copyright infringement;and(b)any and all loss or (WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD OTHERWISE REQUIRE
damage of or to the Equipment. APPLICATION OF LAWS OF ANOTHER JURISDICTION).THE JURISDICTION AND VENUE OF ANY
14.Default and Remedies.You will be in default under this Lease if(1)XFS does not receive any payment ACTION TO ENFORCE THIS LEASE, OR OTHERWISE RELATING TO THIS LEASE,SHALL BE IN A
ill within 10 days after its due date,or you breach any other obligation under this Lease or any other agreement FEDERAL OR STATE COURT IN FAIRFIELD COUNTY,CONNECTICUT OR,EXCLUSIVELY AT XFS'S
with XFS.If you default,and such default continues for 10 days after XFS provides notice to you,XFS may,in OPTION, ANY OTHER FEDERAL STATE COURT WHERE THE EQUIPMENT IS LOCATED OR
addition to other remedies (including requesting the Dealer to cease performing under the Maintenance WHERE XFS'S OR YOUR PRINCIPAL PLACES BUSINESS ARE LOCATED,AND YOU HEREBY WAIVE
Agreement),require you to promptly return the Equipment as provided in Sections 5 and 6 hereof,and require ANY RIGHT TO TRANSFER VENUE.THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN
immediate payment,as liquidated damages for loss of bargain and not as a penalty,of the sum of:(a)all ANY ACTION RELATED TO OR ARISING OUT OF THIS LEASE.
amounts then due,plus interest from the due date until paid at the rate of 1.5%per month;(b)the Lease 20.Miscellaneous.Your obligations under the"Taxes"and"Liability"Sections commence upon execufion,and
Payments remaining in the Initial Lease Term(including the fixed maintenance component thereof,if permitted survive the expiration or earlier termination,of this Lease.Notices under this Lease must be in writing.Notices
under the Maintenance Agreement),discounted at the Discount Rate to the date of default,and(c)Taxes.In to you will be sent to the"Billing Address'provided on the first page hereof,and notices to XFS shall be sent to
addition,if you do not return the Equipment as required above,you agree to pay XFS the fair market value our address provided on the first page hereof.Notices will be deemed given 5 days after mailing by first class
thereof,as reasonably determined by XFS,as of the end of the Initial Lease Term,discounted at the Discount mail or 2 days after sending by nationally recognized overnight courier.Invoices are not considered notices and
Rate to the date of default.You agree to pay all reasonable costs,including attorneys'fees and disbursements, are not governed by the notice terms hereof.You authorize XFS to communicate with you by any electronic
incurred by XFS to enforce this Lease. means(including cellular phone,email,automatic dialing and recorded messages)using any phone number
15.Risk of Loss and Insurance.You assume and agree to bear the entire risk of loss,theft,destruction or (including cellular)or electronic address you provide to us.If a court finds any term of this Lease unenforceable,
other impairment Lost a the Equipment u on assume
You,at our own th ener shall loss,
Equipment insured the remaining terms will remain in effect.The failure by either Party to exercise any right or remedy will not
pp ry' y p () pconstitute a waiver of such right or remedy.If more than one party has signed this Lease as lessee,each such
against loss or damage at a minimum of full replacement value thereof,and(ii)shall carry public liability party agrees that its liability is joint and several.The following four sentences control over every other part of
insurance against bodily injury,including death,and against property damage in the amount of at least$2 million this Lease.Both Parties will comply with applicable laws.XFS will not charge or collect any amounts in excess
(collectively,"Required Insurance").All such Required Insurance shall be with loss payable to"XFS,its of those allowed by applicable law.Any part of this Lease that would,but for the last four sentences of this
successors and/or assigns,as their interests may appear,"and shall be with companies reasonably acceptable Section,be read under any circumstances to allow for a charge higher than that allowed under any applicable
to XFS.In addition,XFS shall be similarly named as an additional insured on all public liability insurance policies. legal limit,is modified by this Section to limit the amounts chargeable under this Lease to the maximum amount
The Required Insurance shall provide for 30 days'prior notice to XFS of cancellation. allowed under the legal limit.If,in any circumstances,any amount in excess of that allowed by law is charged
YOU MUST PROVIDE XFS OR OUR DESIGNEES WITH SATISFACTORY WRITTEN EVIDENCE OF or received,any such charge will be deemed limited by the amount legally allowed and any amount received by
REQUIRED INSURANCE WITHIN 30 DAYS OF THE INCEPTION DATE AND ANY SUBSEQUENT WRITTEN XFS in excess of that legally allowed will be applied by us to the payment of amounts legally owed under this
REQUEST BY XFS OR OUR DESIGNEES.IF YOU DO NOT DO SO,THEN IN LIEU OF OTHER REMEDIES Lease or refunded to you.
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
Cus=omer Initi_a Page 2 of 2 CPC-Final Rev.8.27.2014
I _
i
1
A PrintCare `°,-A.
Cost Per Image Agreement �y`� ��1a�e��l.lrC�
transforming business
Managed Print Solutions 650 E Hospitality Lane,Suite 500
San Bernardino CA,92408
CUSTOMER INSTALL Agreement No.
Full Legal Name DBA
City of Palm Springs
Address - City State ZIP Cad
3200 E Tahquitz Canyon Way Palm Springs CA b2262
CUSTOMER BILL TO
Name
same
Address City State ZIP Code
Phone Contact Name Contact Email Lessee PO#(Optional)
760-323-8206 Anthony Mejia anthony.mejia@palmspringsca.gov
Monthly Base Maintenance Payment=$ 0
Excess Per Ima a Cha a stated In the below table
r' a•�
Xerox AltaUnk B8055(20) 0 .0049 WA WA
Xerox AltaLink C8055(6) 0 .0049 0 .049
Xerox AltaUnk C8070(2) 0 .0049 0 049
Xerox VersaLink B505X(1) 0 .0190 WA N/A
DEFINITIONS:The words Customer,You and Your refer to customer indicated above.The words Company,We,Us and Our to Image Source.
SERVICES OFFERED:We agree to provide all consumables,along with device environment monitoring,auto toner replenishment,proactive service error monitoring,phone technical
support,service,and quarterly environment reporting under this Cost Per Image Agreement.Further information on the Service Management details are stated on the back of this
document.Covered equipment,along with Cast Per Image pricing,is listed in the table above,or separately in Schedule(s)A,and/or B.
IMAGE CHARGES:Payments are due monthly,beginning the date the Agreement is initiated(as noted by the Agreement date below)or any later date designated by Us(see
"Transitional Billing"section below)and continuing on the same day of each following month until fully paid.You are entitled to make thetotalnumberofimages reflected in the Monthly
Image Allowance shown in the table above,or separately in Schedule(s)A,and/or B,each month(ifconsolidated),or the monthly amount Image Allowance Per Machine or Group(if not
consolidated).If You use more than the applicable Allowance(s)in any month,You will pay Us an additional charge equal to the number of additional metered images multiplied by the
applicable Excess Per Image Charge.If the meter reading required for periodic billing is not available,Company may bill for use based on an average volume for the most recent 3
months.You agree to comply with billing and meter collection procedures designated by Us,including notifying Us of the meter reading on the billing date.If meters are not received,We
reserve the right to estimate Your usage for the billing period.
TRANSITIONAL BILLING:If We designate as the Agreement commencement date or effective date a date which is later than the date the Agreement is/was initiated(asnotedbythe
AgreementDatebelow),lhenYoushalpayUsaruntedmpaymentforeachday,fromthedatetheAgreementis/wasinhiatedunti@he commencement date,equal to the minimum monthly payment divided
by 30.If this Cost Per Image Agreement has no minimum monthly amount(as designated in in the table above,or separately in Schedule(s)A,and/or B),We will bill You for actual pages
copied or printed from the Agreement initiation date until the designated commencement date.
GOVERNING LAW,CONSENT TO JURISDICTION AND VENUE OF LITIGATION:This Agreement and each addendum shall be governed by the laws of the State of California.You
agree that any dispute arising tinder or related to this agreement will be adjudicated in the federal or state court located in San Bernardino.You hereby consent to personal jurisdiction and
venue in that court and waive any right to transfer venue.Each party waives any right to a trial byjury.
LATE FEES:The Customer will also pay collection costs and reasonable attorney's fees should the account be placed for collection.
AGREEMENT PERIOD:This agreement is for a period of 60 months from the Agreement is initiated,and is non-cancelable.In addition to any other rights under this contract,Company
may terminate this contract at any time by giving the Customer 30 day prior written notice.Unless notified in writing 30 days prior to the contract expiration date,this agreement shall
renew for 12-monthperiods.
cie
THIS AGREEMENT IS SUBJECT TO THE TERMS AND CONDITIONS PRINTED ON THIS PAGE,THE REVERSE SIDE,AND,IF APPLICABLE,ATTACHED SCHEDULE(S)A AND/OR B,ALL OF WHICH
PERTAIN TO THIS AGREEMENT AND WHICH YOU ACKNOWLEDGE HAVING READ.THIS AGREEMENT IS NOT BINDING UNTIL ACCEPTED BY US.YOU CERTIFY ALL ACTIONS REQUIRED TO
AUTHORIZE EXECUTION OF THIS AGREEMENT,INCLUDING YOUR AUTHORITY,HAVE BEEN FULFILLED.
IMAGE SOURCE:(As Stated Above) d Above)
By: Date Accepted: t8y`s � at /
Signature -5i pature
Print Name&Title: PtintN e`&Titll:
Page 1 of 2 APMVM WIG",
",es//^ C��CIL v6.2019
i.
4
r cv� •
• s 1ma eSource
P r i n tC a r e r m I transfarmine business
Managed Print Solutions 650 E Hospitality Lane,Suite500
AT San Bernardino,CA 92408
I. MAINTENANCE AND SUPPLIES.
A. Cost Per Image Charges.The charges staled in the Agreement include charges for maintenance(from 8 a.m.to 5 p.m.local time,except weekends and holidays("Regular Service
Hours"),inspection,adjustment,parts replacement,cleaning material required for proper operation,and loner and developer for such Equipment and may also include charges for such
maintenance and supplies provided to You for the Equipment.Paper and staples are not included in this maintenance agreement.You must purchase staples separately,from Image
Source.Color toner and developer supplies will be provided for production of pages,with an average 20%page coverage.Supplies required for production in excess of 20%page
coverage will be invoiced separately.
B. Equipment Eligible for Coverage.This only applies to the Equipment identified in the table on page one,or separately in Schedule(s)A,and/or B.You represent and warrant that,
other than as set forth in the table on page one,or separately in Schedule(s)A,and/or B,there is no other equipment located at Your site(s)capable of using Our supplied toner and ink
consumables.All Equipment capable of using Our supplied toner and ink consumables must be included in this Agreement.To the best of Your knowledge,there are no equipment
conditions that do not meet manufacturer's specifications("Pre-Existing Conditions"),other than those specifically identified in the table on page one,or separately in Schedule(s)A and/
or B.You agree that We shall have the right to inspect and verify any Equipment covered by this Agreement which was previously owned by You.We reserve the right,at Our sole
discretion,to exclude from this agreement any Equipment that We determine to have material faults,and/or to be unfit for service.If applicable,We may discount the Monthly Base
Maintenance Payment by the amount reasonably allocated to any excluded Equipment.
C. Definition of Services Provided.We agree(a)to perform only those repairs involving worn Equipment components that have failed during ordinary use of the Equipment under normal
operating conditions(trays,covers and other non-consumable parts are not covered),and(b)to supply You with all toner and ink consumables required to operate the Equipment.
Requests for services outside of Regular Service Hours will be provided on a best effort basis at Our prevailing time and material hourly rate.Such charges for services outside of
Regular Service Hours are in addition to the prepaid Minimum Monthly Payment This Agreement does not cover after-hours service,shop overhauls,and service made necessary by
accident,fire,water,natural disasters,or failure by You to meet the manufacturer's electrical requirements.
D.Access to Equipment.We shall have the right to access Your site and any other of Your premises that may house Equipment upon reasonable notice for access with Your supervision
during regular work hours.We reserve the right to invoice You at Our prevailing time and material hourly rate,separate from the Minimum Monthly Payment,when access to the
Equipment is denied for greater than fifteen(15)minutes,when You initiated the request for service.We shall apply an estimated monthly page volume to any and all Equipment that
cannot be accessed for page count recording purposes.
E. Authorized Maintenance Providers.We,at Our discretion,may authorize Our approved maintenance subcontractors or approved service providers to perform maintenanceand
repairs to the Equipment.In cases where We manage Your third party service agreement on Your behalf,then all sums currently due under that agreement must be paid in full before
We will assume any obligation or responsibility.
F. Repair Responsibility.Maintenance services excludes repairs due to:(a)misuse,neglect or abuse;(b)failure of the installation site or the PC or workstation used with the
Equipment to comply with manufacturers published specifications;(c)use of options,accessories or products not serviced by Us;(d)non-Image Source alterations,relocation,
service or supplies;or(a)failure to perform operator maintenance procedures identified in operator manuals,or(f)failure by You to meet the manufacturer's electrical
requirements.
G. Analyst Services.We agree to provide Analyst Services,at no additional charge,for the first 90 days of this Agreement.After 90 days,You agree to pay Us periodic charges for
Analyst Services.We shall discontinue billing or debiting Analyst Services upon receipt of a written request to discontinue Analyst Services support for Equipment.Upon cancellation,
You agree to bear the entire cost of Analyst Services related to the Equipment covered by this Agreement.
H. Ownership and Control of Toner and Ink Consumables.All toner and ink consumables supplies provided under this Agreement shall at all times remain the property of Us.You may
use the toner and ink consumables pursuant to the terms of this Agreement,but You shall not have any ownership rights in or to the toner or ink consumables.You shall not be charged
for any toner or ink consumables in use upon the expiration of this Agreement.The ordering of consumables significantly in excess of the number of copies or prints produced may be
charged to You by Us.
L Additional Equipment and Right of Inspection.1.You shall notify Us promptly upon installing any additional equipment('Additional Equipment)at Your site capable of using Our
supplied toner and ink consumables.Equipment installed subsequent to the date of this Agreement will be evaluated by Us,and included in,or excluded from,this Agreement at the
sole discretion of Us.2.Additional Equipment deemed included in the Agreement by Us shall be added to this Agreement and will automatically be covered by and considered
Equipment under the terms of this Agreement.Billings or surcharges for Additional Equipment output will be reflected in the billing cycle immediately following the billing cycle in which
the Additional Equipment is installed.If You add Additional Equipment,the Minimum Monthly Payment may be adjusted accordingly,at Our sole discretion.3.If any such Additional
Equipment is used equipment,You represent and warrant to Us that,except for Pre-Existing Conditions duly disclosed to Us prior to such Additional Equipment being covered by this
Agreement,all of the Additional Equipment shall,on the date such coverage commences,be in good working order.We shall be entitled to take a physical inventory of the Additional
Equipment,upon or prior to its being covered by this Agreement,to determine whether they are in working order.In the event,as of the date coverage commences under this
Agreement,any Additional Equipment is not in goad working order,You shall have such Additional Equipment repaired at Your sole expense and,until such Additional Equipment is so
repaired,any Additional Equipment with Pre-Existing Conditions shall not be covered under this Agreement.An initial meter reading of zero(0)is agreed,unless You provide timely
information to the contrary,for any Additional Equipment that meets the conditions of I.I.
II.WARRANTY.Notwithstanding anything in this Agreement to the contrary,We warrant(a)that all personnel performing services hereunder by or on behalf of Us will have appropriate
training and experience and(b)all equipment is in accordance with industry standards,and all supplies and materials are of good quality.Without limiting the generality of the foregoing
(and without limiting any obligation of Us to make repairs under this Agreement),You expressly agree and acknowledge that in no event shall any manufacturer's warranty,including but
not limited to any implied warranty of merchantability,and fitness for a particular purpose,be deemed given by or otherwise transferred or applied to Us.It You notify Us within ninety
(90)days from performance of the services that the services or a part thereof fails to conform to the standards specified herein,Your sole and exclusive remedy is that We shall
promptly repair,replace,or re-perform the non-conforming services.
III. MONITORING SOFTWARE.
A.You grant Permission to Install and Maintain Software.We license software("Monitoring Software")that enables Us to monitor the usage of,and the copy count produced on,the
Equipment.You agree that We shall have the right,at any time during the term of this Agreement,to install the Monitoring Software on one or more of Your computer networked
station(s).You agree to provide Us,during normal business hours,access to Your computer-networked station(s)to enable Us to upgrade,modify or maintain the Monitoring Software
or to install new releases or additions to the Monitoring Software.Under no circumstances will the Monitoring Software provide Us access to Your information other than information
directly related to this Agreement.You agree to not delete or remove the Monitoring Software or to alter,modify or otherwise render it unusable during the term of this Agreement
without the prior written consent of Us.If You disagree,then We retain the right to invoice You the prevailing hourly billable rate for labor required to obtain meter readings,per meter
reading cycle.
B. No License,other Prohibitions.Nothing herein shall be construed as granting a license to You for the use of the Monitoring Software.You may not,nor may You permit or cause any
other person to(a)use or copy the Monitoring Software,in whole or in part,in any manner,(b)modify,translate,reverse engineer,decompile ordissemble the Monitoring Software,(c)
rent,lease,loan,resell,distribute,use in a customer-server network to provide third parties access to,or otherwise transfer the Monitoring Software,or(d)remove any proprietary
notices on the Monitoring Software.
C. Intellectual Property Rights.All rights(including all intellectual property rights,whether recognized currently or in the future)in and to the Monitoring Software(including anysource
code,executable code,object code,tools and/or libraries related to the Monitoring Software)will at all times be owned by Us.No modifications and/or use by You of the Monitoring
Software shall under any circumstances transfer any right,title or interest in or to the Monitoring Software to You or any third party.
D. Monitoring Software Warranty,Liability.You acknowledge that the Monitoring Software will be installed on Your networked workstation(s)"as is'without warranty of any kind,either
express or implied,including the implied warranties of merchantability,fitness for a particular purpose and non-infringement.We do not warrant that the Monitoring Software will be error
free or will operate without interruption.We shall in no event be liable to You or any third party for any special,consequential,incidental or indirect damages in connection with the
Monitoring Software.If the software is found to cause issues on Your network,and these issues can be reasonably associated to the installation of the software through uniform
software testing and tracing methodologies,Our liability will be limited to the removal of said Monitoring Software from Your environment.
IV.MISCELLANEOUS.
A.Software.Performance issues related to Software and/or connectivity are not covered under the terms of this Agreement.Any warranties related to Software will be those offered by the
manufacturer and will be passed directly to the user.
B.Software/Hardware.Connectivity and performance issues related to Software and non-standard hardware are not covered under the terms of this Agreement.Any warranties related to
these solutions,which include but are not be limited to:Xerox ConnectKey Applications,PaperCut,XMedius Fax,Umango,Square9,Ysoft,Nuance,Formax,NeoPost,or Xerox
FreeFlow,any computers and scanners,will be those offered by the manufacturer and passed directly to the user.Operation and configuration of the Software will be the responsibility
of You after initial install and operation test is completed by Us.
Customerelnifia Page 2 of 2 vs.zo.ls
I
Xerox. Financial Services LLC
201 Merritt 7 Xerox
Norwalk, CT 06851J
Addendum to Xerox Financial Services LLC
Lease Agreement#020-0036746
The following sections replace or modify the corresponding sections in the Agreement and are hereby
incorporated therein. In the event of any conflict between the terms of the Agreement and the terms below,
the terms below shall control.
Section 1.Definitions:Remove sentence which reads: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.
Section 2.Lease,Payments and Late Payments.The following language is deleted. 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.
Section 8.Equipment Ownership,Labeling and UCC Filing.The following language is removed.You agree to
pay any filing fees and administrative costs for the filing of such financing statements.
Additional Section:
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 finds 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.
Custome Lessor Acceptance:
PALM_SPR_ S, CITY Or Xerox Financial Services
M
orized Signor: Accepted by:
.IN Name:
(Title: Title:
Date: Date:
Signor for the Lease Agreement and the Addendum,must be the same! APPROVED BY CrrY COUNCIL
APPROVED AS TO FORM ST:
Page 1 of 1 V7 Al
0
AnOM -
aimageSourcetr ; en
Image Source
650 E Hospitality Lane,Suite 500 Pri ntCare
San Bernardino,CA 92408 Aefl, Managed Print Solutions
Equipment Schedule A
Lease Agreement Number
EQUIPMENT
Quantity Modet and Description
20 Xerox AltaLink B8055
6 Xerox AltaLink C8055
2 Xerox AltaLink C8070
1 Xerox VersaLink B605/X
Authorize igner ` Date
Print Name Title
Equipment Scbedule Revised 11/18/16
Xerox Financial Services LLC xerox
45 Glover Avenue Cost Per Copy Agreement
Norwalk, CT 06856
Lease Agreement M 0036746
Dealer Name: Image Source
Full legal Name
DBA
City of Palm Springs
Billing Address
City
State
20, code
3200 E. Tali uitz Canyon
Palm Sarin s_
CA
92262
Phone Contact Name
Contact Emall
Lessee Poe tupooi,ali
f -206 Anthonv
Me'ia
Anthonv.meiia@i)almsi)r*nglsc!a.xlov
Cluantep
Model and DescriIan
duantlre I Model and Descripi .
20
Xerox Altal-ink 88055
1 Xerox VersaLink B605/X (BW Excess Charge @ .019)
6
Xerox AltaLink C8055
2
Xerox Altal-ink C8070
Equlpment local Ion (Ifdifferent from Billing Address)
INCLUDEDINCLUDED
B&W
0 .0049
Initial Lease Term (in months): 60
Color
0 .049
Annual Lease Payment: $ 107,224.07
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 NIA
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 NDLONOITIONS 5ET
ON P ES 1 AND 2 OF THIS LEASE.
—AWAMMUTIner
DateOf
Federal Tax ID a I Required)
X
95-6000757
Print Name
Title li irate Presld nt, Partner, Proprietor. etc)
David H Read
Cit Manager
Accepted By. Xerox Financial Services LLC
Name and Title
e r
T. uennmons. i ne wards you- and your mean me legal entity ioentmea in -Lessee imamatlon- above, and
'XFS; 'we; ' us lessor and 'our means Xerox Financial Services I.I.C. 'Party' means you or XFS, and
'Parties' means bath you and XFS.'Dealer means the entity identified in `Dealer Name' above.'Discount Rate`
means a rate equal 10 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 hereop, attachments, auessolies,
replacements, replacement parts, substitutions, additLns and repairs thereto, 'Excess Charges' means the
applicable excess copies andlor prints charges. -Inception Date' means (a) the data 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. 'LeaW means this Cost Per Copy
Agreement including any attached Equipment schedule. lease Payment' means the Annual Lease Payment
specified above whch includes the rued 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 bas s, 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 rest invoke which you agree to pay
covering the origination, documentalion, processing and certain other initial costs for the Lease. 'Tenn' means
the Initial Lease Term plus any subsequent renewal or extension terms. 'UCC' means the Uniform Commercial
Code of the State of Connecticut (C.G.SA. §§42a-1.101 at 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, suppled 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 Term, which is indicated above, commences an the inception Dale. You
agree to pay XFS the first Lease Payment 30 days alter 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 invokes you N 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 win be assessed the
applicable returned item fee, which shall not exceed $35. Restrictive covenants on any method of payment wil
be ineffective.
3. Equipment and Software. To the extent that the Equipment includes intangible property or associated
services such as software licenses. such intangible propertyshall be refereed to as'Sohware,' You acknowledge
and agree that that XFS has no right, title or interest in the Software and you will comply throughout the Lease
Term with any license andlor other agreement ( Schwa Licenser 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 Data. You agree the Equipment is for your lawful business use in the United
Stabs (including its possessions and lenitoies), 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 future 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 INMAL 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 clam by you aga' -si XFS for alleged breach of our obligations
hereunder shah be asserted solely in a separate action provided, however, that your obligations under this
Lease shelf continue unabated.
5. End of Lease Options. If you are not in default and if you provide no greater than 150 days and no less than
60 days' prior written notice to XFS, you may, at the end of the Inital Lease Term. 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 delermeted by XFS in its sale 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, th a continental US location XFS specifies. If you have not
elected one of the above options, you shag be deemed to have entered into a new lease with a 3 month term
on terns 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, shag 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 dale of expiration of the Lease Term of such hem, 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 an 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 pan 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 rehirned to XFS, it shag be in the same condition as when delivered
to you, normalwear and fear accepted and, if not in such condition, you will be liable for all expenses XFS incurs
to return the Equipment to such'nermal wear and lear 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 byyou andXFS you wig povidemeter
readings on all Equipment subject to this Lease at the end of each month diving the initial Lease Term and any
additional Tenn. If you do not provide a timely meter reading, XFS may estimate such reading and invoice you
acxordingly. If XFS does estimme any meter readings, XFS will make appropriate adjustments on subsequent
invoices to you attar receiving the actual meter readings tom 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 Tema, XrS may increase your Annual Lease Payment and the Excess Charges by a
maximum of fifteen percent If 5%) of the thencurent Annual Lease Payment therefor and you agree to pay
such increased amounts.
11. Equipment Delivery and Malritenartim Equipment will be delivered loyou by Dealer at thelocation specified
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 andlor 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 riot be moved to another location without first
obtaining XFS's written consent which shag 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 mainenance guidelines, and le 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 le 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 W'LL ANY OF
Page '1 of 2 CPC - Final Rev. 8.27.2014
YOLR OBLIGATIONS UNDER T-dS LEASE BE AFFECTED, MODIFIED, RELEASED OR EXCU_ED BY ANY
ALLEGED BREACH BY DEA_ER.
9. Equipment Ownership, Labeling and UCC Filing, If and to the extent a court deems this Lease to be a
security agreement underthe UCC, and otherwise for precautionary purposes only, you granlXFS 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 identiy our ownership interest in iL You authorize XFS to file by any permissible means a UCC
financing statement to slaw, and to do all other acts to protect, our interest in the Equipment You agree to pay
any fifing 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 railing 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 ice and
rermbu se 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 andlor any of our rights (but none of our obligations) under this lease.
XFS's assignee Wit have the same rights that we have to the extent assigned (but none of our ob igations) 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 Wit rat 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 properly and transfer taxes, other than net Income taxes), plus interest
and penalties, assessed by any governmental entiy on the Equipment this Lease or the amounts payable under
this Lease (collectively, 'Taxes}, which wig be included in XFS's invoice to you unless you limey provide
continuing proof of your tax exempt status. 11 Equipment is delivered to a jurisdiction where certain taxes are
calculated and paid at the We of lease initiation, you authorize XFS to finance and adjustyour Lease Payment
to include such Taxes ever the Initial Lease Term unless you require otherwise. Unless and unfit XFS notifies
you in writing to the contrary, XFS will fife all personal papery 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 intone tax purposes andyou will nolclaim any creditor deduction
for depreciation at 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 WANE SOLELY AGAINST XFS, ALL WARRANTIES, WHETHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, NOWNFRINGEMENT 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 andlor 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 Deafer 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 15 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 70, ANY SPECIAL, INDIRECT,
INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (COLLECTIVELY, "CLAIMS"1, 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 nsk of gabibly for, and hereby agree to indemnify and hold safe and harmless. and covenant to
defend, XFS its employees, officers and agents tram and against: ;a) any and all Claims (including legal
expenses of every kind and nature; arising eul of the manufacture, purchase, shipment and delivery of the
Equipment to you acceptance or re'ecbon, ownership, leasing, possesson, 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 rcl discoverable by you;, any claims based on absolute tort liability or
warranty and any claims based on patent trademark or copyright infringement and (bl 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 (21 you breach any other obligation under this Lease or any other agreement
with XFS. 11 you default, and such default continues for 10 days after XFS provides noti=e to you, XFS may, in
addition to other remedies 1 ncluding requesting the Dealer to cease performing under the Maintenance
Agreement). require you to promptly return the Equipment as prow ded in Sections 5 and 6 hereof, and require
immediate payment. as - quidated damages for loss of bargain and not as a penalty, of the slam of: (a) all
amounts then due, plus interest from the due date until paid at the rate of 1.$1. per month: (b) the Lease
Payments remaining in t',e Initial Lease Term ;including the fixed maintenance component thereof. it 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 Equ:pmenl as required above, you agree to pay XFS the fair market value
therect, as reasonably deter lined by XFS, as of the end of the Initial Lease Term, discounted at the Discount
Ralo to the date of default You agree to pay all reasonable costs, including anomeys' fees and disbursements,
incurred by XFS to enforce this Lease.
15. Rlsk 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, () shall keep Equipment insured
against lass or damage at a m nimum of fug replacement value thereof, and (i) shall tarty public liability
insurance against bodiy njury including death, and against property damage in the amountof at least $2 million
(colectively, 'Required Insurancel. 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 besimilary named as an additional insured on all public liability insurance polices.
The Required Insurance shall provide for 30 days' pia notice to XFS of cancellation.
YOU MUST PROVIDE XFS OR OLR 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
Cu0omer 1rhal
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 discontinue 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 att0mey4n-fact to execute
and endorse all checks or drafts in yournams 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 fa 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 cast to XFS, discounted to present value at the Discount Rate) plus any other amounts
due to us tinder this Lease, a ;ii) the fairmarket 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 subc,auses (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 (I) TO ARBITRATE ANY DISPUTE WITH XFS,
OUR AGENTS OR ASSIGNS REGARDING THE EQUIPMENT INSURANCE ANDIOR 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 (IU)THAT CLASS ARBITRATION IS NOT PERMITTED. This arbitration requirement does
not apply to any other provision of this Lease.
16. Finance Lease and Lessen 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 504.522) of the UCC (C.G.S.A. §142a•2A•724-737), and
(b) any rights you now or lalermay have which require XFS to sell, leaseor 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. Authorizatlon of Signer and Credit Review. You represent that you may lawfully enter into, and perform,
this Lease, that this indiv dual signing this Lease on your behalf has all necessary authority to do so, and that a0
financial nlormaboa you provide completely and accurately represents your financial condition. You agree to
furnish financial information that XFS may request now, including your tax klentificalion number, and you
authorize XFS to obtain credit reports on you in the NW should you default or fail to make prompt payments
under this Lease.
10. Original and Sole Controlling Document; No Modifications Unless in Writing. This Lease constitutes
the entire agreement between the Parties as 10 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 th:s Lease that is signed by your authorized representative and by XFS's autlarized
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) shag be mmlied'ofiginal' by XFS
and shall constitute the only original documenlfar all purposes. Aliothercopies shag 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 G2VERN 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 10 insert or correct missing
nformation on this Lease including but not limited to your proper legal name lease numbers. senal numbers
and other information describing the Equipment so long as there is no malenal impact to your financial
obligations.
19. Govemlrig Lary, Jurisdiction, Venue and JURY TRIAL WAIVER. THIS LEASE IS G"VERNED 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 JUR SDICTION), THE JURISDICTION AND VENUE OF ANY
ACTION TO ENFORCE THIS LEASE, OR OTHERWISE RELATING TO TH;S LEASE, SHALL BE IN A
FEDERAL OR STATE COURT IN FAIRFIELD COUNTY, CONNECTICLT 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 WAIVE 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 tiablity' Sections commence upon execution, and
survive the expiration or ear ter termination, of this Lease. Notices under this Lease must be in wetting. Notices
to you will be sent to the'B Ding Address' provided on the fast 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 lust class
mad or 2 days after sending by nationally recognized overnight tour er Invoices are not considered notices and
are not governed by the notice terms hereof. You authorize XFS to communicate with you by airy electronic
means (including cellular phone, email, automatic dialing and recorded messages) using any phone number
(including cellular) or electronic address you prov de to us. I a court finds any term of 1h s Lease unenforceable.
the remaining terms will remain in effect, The failure by either Party to exercise any right or remedy will not
constitute a warner 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 th s
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
orreceived. any such charge wilt 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 amaunts'sgaly owed under this
Lease or refunded to you.
Page 2 of 2
CPC - =iria Rev 0 27,2014
y�PrintCare
Managed Print Solutions
Cost Per Image Agreement image5ource
tramformltryt buaineaa
550 E Howtaw y lane, Sure so0
CUSTOMER INSTALL
Agreement No.
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Full Lapel Name
City of Palm Springs
DB,A
AdftiN 3200 E Tahquitz Canyon Way
Palm Springs
Stat°CA
ZIP `a k262
CUSTOMER BILL TO
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City
State
ZIP Code
Phone 760-323-8206
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DEFINITIONS- The words Customer. You and Your refer to customer Indicated above. The words Company, We, Us and Our to Image Source.
SERVICES OFFERED! We agree to provide all consumables, along with device environment monitoring, auto toner replenishment, proactWe service error monitodng, phone technical
support, service, and quarterly environment reporting under this Cost Per Image Agreement, Further information on the Service Management details are stated on the back of this
document. Covered equipment, along with Cost Per Image pricing, Is listed In the table above, or separately In Schedules) A. andlor S.
IMAGE CHARGES, Payments are due monthly, beginning the date the Agreement is Initiated (as noted by the Agreement date below) or any later date designated by Us (sae
-Transitional BMW section below) and continuing on the same day of each following month until hilly paid, You are entitled to make thetotalnumberollmages reRected in the Monthly
tmageAllowance shown in the table above, or separately In Schedule(s) A, andlor B, each month (Ifconsdkfated), orthee monthlyamount Image Allowance Per Machine or Group (if not
consolidated). If You use more than the applicable Allowance(s) In any month, You will pay Us an additional charge equal to the number of additional metered images multiplied by the
applicable Excess Per Image Charge. If the meter reading required for periodic billing Is not available, Company may bill for use based on an average volume for the most recent 3
months. You agree to comply with billing and matercolection procedures designated by Us. including notifying Us of the meterreading on the billing date. If meters are not received, We
reserve the right to estimate Your usage for the billing period.
TRANSITIONAL BILLING: If We designate as the Agreeme-d commencement date or effective date a date which Is later than the date the Agreement Wwas Initiated (asnotedbylhe
AgreementDatabelow),thenYoushalpayUsari^tedmpaymentlz,reachday mrrthedalethaAgmrr*nbslwrsEnbtiatedtmtlthe carsnencement date, equal to the minimum monthly payment divided
by 30. If th s Cost Per Image Agreement has no minimum monthly amount (as designated In In the table above, or separately In Schedules) A, andlor 5), We wig big You for actual pages
copied or printed from the Agreement initiatlon date until the designated commencement date.
GOVERNING LAW. CONSENT TO JURISDICTION AND VENUE OF LITIGATION- This Agreement and each addendum shall be governed by the laws of the State of Callforrda. You
agree that any dispute ariaing under or related to this agreement will be adjudicated In the federal or state court located In San Bernardino. You hereby consent to personal jurisdiction and
venue In that court and waive any right to transfer venue Each party waives any right to a trial by jury.
LATE FEES The Customer will also pay collection costs and reasonable attorney's fees should the acmtlnt be placed for collection.
AGREEMENT PERIOD: This agreement Is for a period of 60 months from the Agreement Is initiated, and Is non -cancelable. In addition to any other rights under this contract. Company
may terminals this contract at any time by giving the Customer 30 day prior written notice Unless notified in writing 30 days prior to the contract expiration date, this agreement shall
ten" for 92-monthperlods.
THIS AGREEMENT IS SUBJECT TO THE TERMS AND CONDITIONS PRINTED ON THIS PAGE THE REVERSE SIDE, AND, F APPucABLE, ATTACHED SCHEDULE(S) A ANDIOR B ALL OF WHICH
PERTAIN TO THIS AGREEMENT AND WHICH YOU ACKNOWLEDGE HAVING READ, THIS AGREEMENT IS NOT BINDING UNTIL ACCEPTED BY US. YOU CERTIFY ALL ACTIONS REQUIRED TO
AUTHORIZE EXECUTION OFTHIS AGREEMENT. INCLUDING YOUR AUTHORITY, HAVE BEEN FULFILLED. _
IMME SOURCE: tAs Stated Abwo)
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Page 4 of 2 APE"PAMOYCWCOUNIM y =t�
rintCare' imageSiorce
Managed Print Solutions eso E Hospitality Lane. Suite5W
San Bernardino, CA 9240E
1. MAINTENANCE AND SUPPLIES,
A. Cost Per Image Charges. The charges stated a the Agreement include charges far maintenance (from B a.m. to 5 p.m. but time, except weekends and holidays ('Regular Service
Hours"), Inspection, adjustment, parts replacement, cleaning material required for proper operation, and toner and developer for such Equipment and may also Include charges far such
maintenance and supplies provided to You for the Equipment Paper and staples are not included in this maintenance agreement. You must purchase stapies separately, from image
Source Color toner and developer supplies will be provided for production of pages, with an average 20% page coverage. Supplies required for production In excess of 20% page
coverage will be Invoiced separately.
B. Equipment EItgliate for Coverage. This only applies to the Equipment identified in the table on page one, or separately In Schedule(&) A. andfor B. You represent and warrant trial,
other than as set forth in the table on page one. or separately in Schedules) A, and/or B. there is no other equipment located at Your she(&) capable of using Our supplied toner and ink
consumables All Equipment capable of using Our supplied toner and ink consurnables must be included In this Agreement To the best of Yaw knowledge, there are no equipment
conditions that do toll moot manufacturers specs lca9ans ('Pre-Exlsting Condlllonf"), other than those specifically identified In the table an page one, or separately In Schad
or B. You agree that We shall have the right to Inspect and verity any Equipment covered by this Agreement which was previously owned by You, We reserve the right, at Ourr sand/
sole
discretion to exclude from this agreement any Equipment that We determine to have material faults, and/or to be unfN for service. If applicable, We may discount the Monthly Base
Maintenance Payment by the amount reasonably allocated to any excluded Equipment.
C Definition of Services Provided We agree (a) to perform only those repairs Involving worn Equipment components that have failed during ordinary use of the Equipment under normal
operating conditions (trays, coven and other nonconsumable parts are not covered), and (b) to supply You with all toner and Ink consumabfea required to operate the Equipment.
Requests for services outside of Regular Service Hours will be provided on a best effort basis at Our preva,ling time and material hourly rate, Such charges for services outside of
Regular Service ►!aura are in addition to the prepaid Minimum Monthly Payment This Agreement does not cover enter -hours service shop overhauls, and service made necessary by
accident fire, water, natural disasters. or failure by You to meet the manufacturers ekc. l requirements.
D. Access to Equipment. We shall have the right to access Your site and any other of Your premises that may house Equipment upon reasonable notice for sccess with Your supervision
during regular work hours We reserve the right 10 Invoice You at Our prevailing time and material hourly role, separate from the Minimum Monthly Payment, when access to the
Equipment Is denied for greater than fifteen (15) rmnutea, when You Initiated the request for service We shall apply an estimated monthly page volume to any and all Equipment that
ramat be accessed for page count recording purposes.
F Authorised MalriMnance Providers. We. at Our discretion, may authorize Our approved maintenance subcontractors or approved service providers to perform maintenance and
repairs to the Equipment. In eases where We manage Your third parry server agreement on Your behatl, then all sums currently due under that agreement must be paid in full before
We will assume any obligation or responsibility
F Repair Responsibility. Maintenance services excludes repairs due to: (a) misuse. negtect or abuse, (b) lai'uro of the installation site or the PC or workstation used with the
Equipmenl to comply with manufacturer's published specifications, (c) use of options. accessories or products not servked by Us. (d) nandmage Source alterations, relocation,
service or supplies. or (a) failure to perform operator maintenance procedures identified In operator manuals, or (I) failure by You to meet the manufacturers electrical
requirements
C. Analyst Services. We agree to provide Analyst Services, at no additional charge, for she first 90 days of this Agreement After 90 days, You agree to pay Us periodic charges lac
Analyst Services We Shall discontinue Willing or debiting Analyst Services upon receipt of a written request to discontinue Analyst Services support for Equipment. Upon cancellation
You agree to bear the entire coat of Analyst Services related to the Equipment covered by this Agreement
H Ownership and Control of Toner and Ink Consumabtes. A11 toner and ink consumables supplies provided under this Agreement shallat all times remain the property of Us. You may
use the toner and ink consurmables pursuant to the terms of this Agreement, but You shall not have any ownership rights in or to the toner or ink con iumables. You shall not be charged
for any toner or ink consumabfes In use upon the expiration of this Agreement. The ordering of consumables significantly In excess of the number of copies or prints produced may be
charged to You by Us.
I Additional Equipment and Right of Inspection. 1. You shall notify Us promptly upon Installing any additional equipment ('Additional Equipment) at Your site capable of using Our
supplied toner and Ink eonsumabses. Equipment Installed subsequent to the date of this Agreement will be evaluated by Us, and included in, or excluded from, this Agreement at the
We discretion of Us 2 Additional Equipment deemed Included In the Agreement by Us shall be added to this Agreement and will automatically be covered by and considered
Equipment under the tenor of this Agreement Blikngs or surcharges for Additional Equipment output will be reflected in Me billing cycle Immediately following the billing cycle in which
the Additional Equipment is installed. If You add Additional Equipment, the Minimum Mon" Payment may be adjusted aeeordingly at Our sole discretion, 3. If any such Additional
Equipment Is used equipment, You represent and warrant to Us that, except for Pre -Existing Conditions duly disclosed to Us prior to such Additional Equipment being covered by this
Agreement all of the Additional Equipment shall, on the date such coverage commences, be in good working order We shall be entitled to We a physical Inventory of the Additional
Equipment, upon or prior to its being covered by this Agreement, to determine whether they are in working order In the event, as of the date coverage commences under this
Agreement any Additions Equipment Is not in good working order, You shall have such Additional Equipment repaired at Your sole expense and, until such Additional Equipment Is so
repaired any Additional Equipment with Pre -Existing Conditions shaft not be covered under this Agreement An initial meter reading of zero (0) is agreed, unless You provide bmefy
information to the contrary, for any Additional Equipment that meets the conditions all. I
IL WARRANTY Notwithstanding anything in this Agreement to the contrary, We warrant (a) flat al! personnel performing services hereunder by or on behalf of Us will have appropriate
training and experience and (b) all equipment Is In accordance with industry standards, and all supplies and materials are of good qualify Without limiting the generality of the foregoing
(and without : ribng any obligation of Us to make repairs under this Agreement), You expressly agree and acknowledge that in no event shall any manurractumem warranty. Including but
net frosted to any Implied warranty of merchantability, and fitness for a particular purpose, be deemed given by or otherwise transferred or applied to Us. If You notify Us within ninety
(90) days from performance of the services that the sery ces or a par thereof fads to conform to the standards specified heroin. Your We and exclusive remedy is that We shall
promptly repair, replace, or re -perform the non -conforming services,
Ill. MONITORING„§QF'TWARE.
A. You grant Permission to Install and Maintain Software. We license software ('Monitoring Software') that enables Us to monitor the usage of, end 1fo copy count produced on, the
Equipment You agree that We shall have the right, at any time during the term of this Agreement. to Install the Monitoring Software on one or more of Your computer networked
stations) You agree to provide Us, during normal business hours. access to Your computer -networked station(s) to enable Us to upgrade, modify or maintain the Monitoring Software
at to Install new releases or additions to the Monitoring Software. Under no circumstances will the Monitoring Software provide Us access to Your Information other than Information
directly related to this Agreement. You agree to not delete or remove the Morbtor ng Software or to alter, modify or otherwise render it unusable during the term of this Agreement
without the prior written consent of Us If You disagree, then We retain the right to invoice You the prevaihrg hourly bil able rate for labor required to obtain motor readings, per meter
reading cycle
B. No License, other Prohibitions, Nothing herein shall be construed as granting a license to You for the use of the Monitoring Sothvare. You may not, riot may You permit or cause any
other person to (a) use or copy the Monitoring Software. in whole or in part In any manner, (b) modify, translate, reverse engineer, decompile ordissembbte the Monitoring Software (c:.
rent. lease loan, resel., distribute, use in a customer -server network to provide third parties access to, or otherwise transfer the Monitoring Software, of (d) remove any proprietary
notices on the Monitoring Software
C Intellectual Property Rights. All rights (including all intellectual property rights. whether recognized currently or In the future) In and to the Monitoring Software (including anysouce
code executable code, object code tools and/or libraries related to the Monitoring Software) wile at all times be owned by Us. No modifications and/or use by You of the Monitoring
Software shalt under arty circumstances transfer any right. title or interest in or to the Monitoring Software to You or any third party
D. Monitoring Software Warranty, Uabillty You acknowledge that the Monitoring Software will be installed on Your networked warkxtailon(s) *as W without wantonly of any kind, either
express or mplied. including the implied warranties of merchantability. fitness for a particular purpose and non•Infringernenl. We do not warrant that the Monitoring Software will be error
free or will operate withoul Interruption. We shall in no event be liable to You or cry third parry for arty special, consequential, Incidental or indirect damages in connection with the
Monitoring Software. If the software is found to cause Issues or Your network. and these Issues can be reasonably associated to the installation of the software through uniform
software testing and tracing methodologies, Our iabiity wil be limited to the removal of said Monitoring Software from Your environment.
IY. (ilMCELLANEOUS.
A. Software. Performance issues related to Software arKUor connectivity are not covered under the terms of this Agreement. Any warranties rotated to Software will be those offered by the
manufacturer and vit be passed directly to the user
B- SoftwardHardware. Connectivity and performance Issues related to Software and non-standard hardware are riot covered under the terms of this Agreement. Arry warranties related to
these solutions, which include but are not be limited to: Xerox ConneclKey Applications, PaperCut, XMedus Fax, Umango, Square9, Yxaft Nuance. Formax, NeoPosk or Xerox
FmoRcw, any computers and scanners, will be those offered by the manufacturer and passed directly to the user Operation and configuration of the Software will be the responsibility
of You after initial Install and operation test Is completed by Us
Customer Initill� Page 2 of 2 wo 11 19
xe rox
Addendum to Xerox Financial Services LLC
Lease Agreement #020-0036746
The following sections replace or modify the corresponding sections in the Agreement and are hereby
incorporated therein. In the event of any conflict between the terms of the Agreement and the terms below,
the terms below shall control.
Section 1. Definitions: Remove sentence which reads: 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.
Section 2. Lease, Payments and Late Payments. The following language is deleted. 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 1010 of the amount due or $25, not to
exceed the maximum amount permitted by law.
Section S. Equipment Ownership, Labeling and UCC Filing. The following language is removed. You agree to
pay any filing fees and administrative costs for the filing of such financing statements.
Additional Section:
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 Dealcr (or such other party as
we may designate) as set forth in the return provisions of the Lease.
Custome Lessor Acceptance:
PALM SPx , S, CITY or Xerox Financial Services
Authorized Signor: Accepted by: _.
Print Name: Name:
Title: Title: _
Date: -. Date:
` Signor for the Lease Agreement and the Addendum must be the some. APPROVED BY CITY COUNCIL
APPROMASTOFOM
Page I
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�• CITY COUNCIL STAFF REPORT
�1FORN�P
DATE: JULY 24, 2019 CONSENT CALENDAR
SUBJECT: APPROVE A FIVE-YEAR LEASE AGREEMENT WITH XEROX
FINANCIAL SERVICES AND COST PER IMAGE AND MAINTENANCE
AGREEMENT WITH VISUALEDGE, INC., DBA IMAGESOURCE
FROM: David H. Ready, City Manager
BY: Anthony J. Mejia, City Clerk
SUMMARY
The City Council is being requested to approve a five-year lease agreement with Xerox
Financial Services for 29 new Xerox copiers to replace the existing copier fleet, and a
five-year cost per image and maintenance agreement with VisualEdge, Inc., dba
ImageSource.
RECOMMENDATION:
1. Approve a five-year lease agreement with Xerox Financial Services, LLC, via the
County of Los Angeles Cooperative Purchasing Program for 29 new Xerox copiers in
the amount of $107,224.07 annually, inclusive of tax and a $15,000 annual credit for
document translation services.
2. Approve a five-year cost per image and maintenance agreement with VisualEdge, Inc.,
dba ImageSource via the County of Los Angeles Cooperative Purchasing Program at
the unit prices of $0.0049 per black and white image and $0.049 per color image.
3. Authorize the City Manager to execute all necessary documents.
BACKGROUND:
The City currently has a fleet of 27 copiers that were acquired via a cooperative
purchasing program in 2015. The existing lease and maintenance agreements will expire
in one year. The City now has the option to trade-in the existing fleet for an early upgrade,
without penalty, while maintaining the per machine lease price and per image rates.
After reviewing individual department needs and average copy volume per machine, staff
is recommending a new fleet of 29 energy efficient Xerox Altal-ink Multifunction copiers.
Eight of the copiers will have color printing capability and all copiers will be high speed
and feature large paper capacity, scanning capability, automatic stapling, collating, USB
device inputs, 3-hole punch, and FAX functionality. In addition, Xerox now provides a
Document Translation Service embedded into the machine's interface in which scanned
documents can be transmitted and translated into a choice of 45 different languages and
returned to the requester via email. r-FM NO. e-nk 4-
1
City Council Staff Report
July 24, 2019 - Page 3
Xerox Copiers and Maintenance Agreements
Pursuant to the provisions of Section 7.09.010 of the Municipal Code, staff` recommends
that the City Council award the lease and maintenance agreements utilizing County of
Los Angeles Cooperative Purchasing Program as their competitive solicitation process
meets our requirements and protects the public's Interest and the cost of the equipment
and services due to economies of scale is likely to be less than through an independent
city process.
BUSINESS PRINCIPAL DISCLOSURE AND NON -DI SC RIM [NATIN
Public Integrity Disclosure, Conflict of Interest, and Nan -Discrimination Certification
Forms for Xerox Corporation, Xerox Business Solutions, Xerox Financial Services, and
VisualEdge, Inc., dba ImageSource is included as Attachment 4.
QALIFORNIA ENVIRONMENTAL QUALITY ACT_(CEQA) DETERMINATION:
The requested City Council action is not a "Project" as defined by the California
Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a "Project" means the
whole of an action, which has a potential for resulting in either a direct physical change in
the environment, or a reasonably foreseeable indirect physical change in the environment.
According to Section 15378(b), a Project does not include: (5) Organizational or
administrative activities of governments that will not result in direct or indirect physical
changes in the environment.
FISCAL IMPACT
Annual lease and translation services payments in the amount of $107,224.07 as well as
estimated cost per image and maintenance expenses are budgeted annually and are
available for the current fiscal year in Account No. 001-1261-42990.
ethny David H. Ready, Es
City Clerk City Manager
oFfill-
Attachments:
1. Xerox Financial Services Lease Agreement
2. ImageSource Cost Per Image and Maintenance Agreement
3. County of Los Angeles Cooperative Purchase Agreement
4. Business Disclosure Form
9
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*OimageSource
transforming business
Image Source Pri n Care
650 E Hospitality Lane, Suite 500
San Bernardino, CA 92406 At Managed Print Solutions
Equipment Schedule A
Lease Agreement Number
Quantity I Model and Description
20 Xerox AltaLink B8055
6 Xerox AItaLink C8055
2 Xerox AltaLink C8070
1 Xerox VersaLink B6051X
Audiw� +gnN ate
Print Nome Title
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