Equipment Lease Agreement - Xerox - 2023-06-19
XFS-SUPPLEMENT-03.15.18
Agreement Supplement
(“Supplement”)
Xerox Financial Services LLC 201 Merritt 7 Norwalk, CT 06851
Agreement Number (“Agreement”) Agreement Number for this Supplement Dealer Name
CUSTOMER INFORMATION
Full Legal Name: Phone:
Billing Address: Contact Name:
City: State: Zip Code: Contact Email:
EQUIPMENT ADDED EQUIPMENT DELETED
Quantity Model and Description Quantity Model and Description
NEW PAYMENT OR ADDITIONAL PAYMENT
If this box is checked, your New Payment consists of the
sum of: (i) a monthly payment of $ , (ii) any
applicable Excess Charges, and (iii) all applicable Taxes,
(collectively, the “New Payment”).
If this box is checked, the above includes a change to
your service as detailed below.
If this box is checked, your new payment is the sum of the amounts set
forth in the Agreement, any other Supplements thereto, as applicable,
and an additional payment for this Supplement. The Additional
Payment for this Supplement consists of the sum of: (i) a monthly
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.
CHANGES TO SERVICE
CHECK ONE:
TYPE Impressions Included Excess Charge Prints Included Excess Charge
B&W
Color
COMBINED AGREEMENT TERM SEPARATE AGREEMENT TERM
months, which is the balance of the Initial Term of the Agreement, so this Supplement is coterminous with the Agreement and any other Supplements thereto, as applicable.
months, solely for the equipment listed in the “Equipment Added” section above, with no change to the remaining term of the Agreement for all other Equipment.
TERMS AND 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 ACCEPTANCE
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 (i) THE AGREEMENT, AS MODIFIED, (ii) ANY PREVIOUS SUPPLEMENTS,
IF APPLICABLE, AND (iii) THIS SUPPLEMENT.
Authorized Signer X: Date: Federal Tax ID # (Required):
Print Name: Title:
OWNER ACCEPTANCE
Accepted By: Xerox Financial Services LLC Name and Title: Date:
Changes below are additional service charges to the Agreement Changes below are new totals corresponding to the Agreement
020-0138093-001 Im
Costa Mesa Sanitary District (949) 645-8400
290 Paularino Ave Gina Terraneo
Costa Mesa CA 92626 gterraneo@cmsdca.gov
1 CPO Xerox AltaLink C8045 Copy/Print/Scan/Staple
1 CPO Xerox AltaLink C8045 Copy/Print/Scan/Fax/Staple
4
217.00
42
DocuSign Envelope ID: D7E2088F-81D8-4221-B8A3-B21C908FB051
9560039396/19/2023
Scott Carroll General Manager
Cost Per Image Agreement
650 E Hospitality Lane, Suite 500 San Bernardino CA, 92408
CUSTOMER INSTALL Agreement No. Lessee PO# (Optional)
Full Legal Name Costa Mesa Sanitary District DBA
Address 290 Paularino Ave City Costa Mesa State CA ZIP 92626
CUSTOMER BILL TO
Name Costa Mesa Sanitary District
Address 290 Paularino Ave City Costa Mesa State CA ZIP 92626
Phone 949-645-8400 Accounts Payable
Contact Gina Terraneo Accounts Payable
Contact Email gterraneo@cmsdca.gov
Paperless .
Billing .. [ ] YES [ ] NO
Monthly Base Maintenance Payment = $ 0
Excess Per Image Charge stated in the below table
Model(s) B&W Monthly Allowance
included in Monthly Base
Black & White Rate Color Monthly Allowance
included in Monthly Base
Color Rate
2- Xerox AltaLink C8045 0 .0039 0 .039
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 and
continuing on the same day of each following month until fully paid. You are entitled to make the total number of 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), 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. Each print that is larger
than 145 square inches, but less than or equal to 19.3 inches in length, may register as two (2) prints on the applicable (B&W/color) meter. For Primelink Equipment with extra-long print
capability, for any impressions greater than 19.3 inches and less than or equal to 26 inches will register as three (3) prints on the applicable (B&W/color) meter. For AltaLink Equipment
with extra-long print capability, for any impressions greater than 19.3 inches will register as four (4) on the applicable (B&W/color) meter. 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. Invoice credit memos shall be automatically applied to the oldest unpaid invoice.
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: 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 42 months from the date 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 no greater than 90 days and no less than 30 days prior to
the contract expiration date, this agreement shall renew for 12-month periods.
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) CUSTOMER: (As Stated Above)
Signature
Signature
Print Name & Title Date Accepted
Print Name & Title Date
Page 1 of 2 v6.14.22
DocuSign Envelope ID: D7E2088F-81D8-4221-B8A3-B21C908FB051
Scott Carroll
General Manager
6/19/2023
650 E Hospitality Lane, Suite 500 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 Us. Supplies required in excess of
manufactures suggested yield will be invoiced separately. Specialty toner and dry inks excluded from consumable supplies. Consumable supplies exclude any toners and dry inks (and their
associated developers) other than standard cyan, magenta, yellow, and black. Specialty toner and dry inks (and their associated developers) must be purchased separately from Us. 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 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. Equipment may not be moved to another physical address
without Our prior written consent, which shall not be unreasonably withheld or delayed. You agree that you will not take the Equipment out of service during the Term. G. Analyst Services. 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. Includes dark web monitoring service and a cybersecurity review and evaluation. Upon completion a cybersecurity executive summary and scorecard will be provided.
H. IT Help Desk Support. You agree to pay Us periodic charges for IT Help Desk Support. The IT Help Desk Support shall include up to 3 help desk support calls per year, and additional support may be available upon request. We shall discontinue billing or debiting IT Help Desk Services upon receipt of a written request.
I. Data Security. Certain Equipment can be configured to include a variety of data security features. There may be an additional cost associated with certain data security features. The selection, suitability and use of data security features are solely Your responsibility. Upon request, We will provide additional information to You regarding the security features available for particular Equipment.
J. Cloud-based Apps. The Equipment supported under this Agreement may include Cloud-based Apps. The Cloud-based Apps may be fee based, paid-for services with service fees deducted from the credits that were included in the initial lease or purchase, for each page processed. You agree that in order to maintain uninterrupted services, if You consume all of the credits purchased, We
shall invoice you for additional credits equal to the original amount of purchased credits. The Cloud-based Apps may be, fee based, paid-for services with either monthly or annual service fees, depending on the plan You selected. You agree that in order to maintain uninterrupted services, if Your paid-for services expire, We shall invoice you for an additional time period equal to the original
time period purchased or leased. K. 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. Additional 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, both the Minimum Monthly Payment and the Cost Per Images 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 I.1 M. Access. You hereby grant to Us the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access Your computer network stations(s) for the purpose of
enabling Us to service the Equipment. N. Liability Limitations. This paragraph limits the liabilities arising under this Agreement, and is a bargained-for and material part of this Agreement. In no event shall We be liable to You for any indirect,
special, exemplary, consequential or punitive damages, or for lost revenue, loss of profits, savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing services offered under this Agreement, even if
a party has been advised of the possibility of such damages. Our aggregate liability to You for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, "Claims"), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Your actual and direct
damages, not to exceed the amount of fees paid by You to Us for the specific services offered upon which the applicable claim(s) is/are based during the six (6) month period immediately prior to the date on which the cause of action accrued.
O. YourOfficeSupplySource.com. If you receive a credit from Image Source it will be available on the date the equipment is installed and will automatically expire on the first anniversary of the
installation date. The credit may only be used for the purchase of supplies.
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. If 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 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 any source 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.
Customer Initial Page 2 of 2 v6.14.22
DocuSign Envelope ID: D7E2088F-81D8-4221-B8A3-B21C908FB051