Finance Committee - Agenda - 7/6/2022 - P184
Xerox Financial Services LLC
201 Merritt 7 Lease Agreement
Norwalk, CT 06851
xerox @)
LD
Supplier Name & Address: conway Technology Group- 10 Capitol Street Nashua, NH 03063 Agreement Number:
CUSTOMER INFORMATION
Full Legal Name: CITY OF NASHUA Phone:
Billing Address: 229 MAIN ST Contact Name:
City: NASHUA State: NH Zip Code: 03060 Contact Email:
Quantity Model and Description Equipment Location
SEE ATTACHED “EQUIPMENT SCHEDULE A”
TERM (in months) LEASE PAYMENT (plus applicable taxes) PURCHASE OPTION - (‘FMV’ unless otherwise noted)
¥ Fair Market Value Purchase Option (FMV’)
$1 Purchase Option
Initial Term: $487.50
60 months
Frequency: Monthly
CUSTOMER ACCEPTANCE
BY YOUR SIGNATURE BELOW, YOU ACKNOWLEDGE THAT YOU ARE ENTERING INTO A NON-CANCELLABLE AGREEMENT AND THAT YOU HAVE READ AND AGREED TO ALL APPLICABLE TERMS AND CONDITIONS SET FORTH ON PAGES 1 AND 2 HEREOF.
Authorized Signature X: Date: Federal Tax ID # (Required):
Print Name: Title:
OWNER ACCEPTANCE
TERMS AND CONDITIONS
1. Definitions. The words “you” and “your” mean the legal entity identified in “Customer Information” above, and “XFS,” “we,” “us”, “Owner” and “our” mean Xerox Financial Services LLC. “Party” means
you or XFS, and “Parties” means both you and XFS. “Supplier” means the entity identified as “Supplier” above. “Acceptance Date” means the date you irrevocably determine Equipment has been
delivered, installed and operating satisfactorily. “Agreement” means this Lease Agreement, including any attached Equipment schedule. “Commencement Date” will be a date after the Acceptance Date,
as set forth in our first invoice, for the purpose of facilitating an orderly transition and to provide a uniform billing cycle. “Discount Rate” means 3% per annum. “Equipment” means the items identified in
“Equipment” above and in any attached Equipment schedule, plus any Software (as defined in Section 3 hereof), attachments, accessories, replacements, replacement parts, substitutions, additions
and repairs thereto. “Interim Period” means the period, if any, between the Acceptance Date and the Commencement Date. “Interim Payment” means one thirtieth of the Lease Payment multiplied by
the number of days in the Interim Period. “Payment” means the Lease Payment specified above, Taxes and other charges you, Supplier and XFS agree will be invoiced by XFS. “Maintenance Agreement”
means a separate agreement between you and Supplier for maintenance and support purposes. “Origination Fee” means a one-time fee of $125 billed on your first invoice, which you agree to pay,
covering origination, documentation, processing and other initial costs. “Term” means the Interim Period, if any, together with the Initial Term plus any subsequent renewal or extension terms. “UCC”
means the Uniform Commercial Code of the State(s) where XFS must file UCC-1 financing statements to perfect its security interest in the Equipment.
2. Agreement, Payments and Late Payments. You agree and represent that the Equipment was selected, configured and negotiated by you based on your judgment and supplied by Supplier. At your
request, XFS will acquire same from Supplier to lease to you hereunder and you agree to lease same from XFS. The Initial Term commences on the Commencement Date. You agree to pay XFS the
first Payment plus any applicable Interim Payment no later than 30 days after the Commencement Date; each subsequent Payment shall be payable on the same date of each month thereafter. You
agree to pay us all sums due under each invoice via check, Automated Clearing House debit, Electronic Funds Transfer or direct debit from your bank account by the due date. If any Payment is not
paid in full within 5 days after its due date, you will pay a late charge of the greater of 10% of the amount due or $25, not to exceed the maximum amount permitted by law. For each
dishonored or returned Payment, you will be assessed the applicable fee, not to exceed $35. Restrictive covenants on any method of payment will be ineffective.
3. Equipment and Software. To the extent that Equipment includes intangible property or associated services such as software licenses, such intangible property shall be referred to as “Software.” You
acknowledge and agree that XFS is not the licensor of such Software, and therefore has no right, title or interest in it, and you will comply throughout the Term with any license and/or other agreement
(Software License’) with the supplier of the Software (“Software Supplier’). You are responsible for determining with the Supplier whether any Software Licenses are required, and entering into them
with Software Supplier(s) no later than 30 days after the Acceptance Date. YOU AGREE THE EQUIPMENT IS FOR YOUR LAWFUL BUSINESS USE IN THE UNITED STATES, WILL NOT BE USED
FOR PERSONAL, HOUSEHOLD OR FAMILY PURPOSES, AND IS NOT BEING ACQUIRED FOR RESALE. You will not attach the Equipment as a fixture to real estate or make any permanent
alterations to it.
4. Non-Cancellable Agreement. THIS AGREEMENT CANNOT BE CANCELLED OR TERMINATED BY YOU PRIOR TO THE END OF THE INITIAL TERM. YOUR OBLIGATION TO MAKE ALL
PAYMENTS 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, SUPPLIER, ANY THIRD PARTY OR XFS. Any pursued claim by you against XFS for alleged breach of our
obligations hereunder shall be asserted solely in a separate action; provided, however, that your obligations hereunder shall continue unabated.
5. End of Agreement Options. If a $1 Purchase Option is designated, you will be deemed to have exercised your option to purchase the Equipment as of the Acceptance Date. If an FMV purchase
option is designated, 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 Initial Term or any renewal term
(‘End Date”), either (a) purchase all, but not less than all, of the Equipment by paying its fair market value, as determined by XFS in its sole but reasonable discretion (“Determined FMV’), plus Taxes,
or (b) return the Equipment within 30 days of the End Date, at your expense, fully insured, to a continental US location XFS shall specify. You cannot return Equipment more than 30 days prior to the
End Date without our consent. If we consent, we may charge you, in addition to all undiscounted amounts due hereunder, an early termination fee. If you have not elected one of the above options, this
Agreement shall renew for successive 3-month terms. Either party may terminate the Agreement as of the end of any 3-month renewal term on 30 days’ prior written notice and by taking one of the
actions identified in (a) or (b) in the preceding sentence of this section. Any FMV purchase option shall be exercised with respect to each item of Equipment on the day immediately following the date of
expiration of the Term of such item, and by the delivery at such time by you to XFS of payment, in form acceptable to XFS, of the amount of the applicable purchase price. Upon payment of the applicable
amount, XFS shall transfer our interest in the Equipment to you on an “AS IS, WHERE IS,” “WITH ALL FAULTS’ basis, without representation or warranty of any kind.
6. Equipment Delivery and Maintenance. You should arrange with Supplier to have the Equipment delivered to you at the location(s) specified herein, and you agree to execute a Delivery & Acceptance
Certificate at XFS’s request (and confirm same via telephone and/or electronically) confirming when you have received, inspected and irrevocably accepted the Equipment, and authorize XFS to fund
the Supplier for the Equipment. If you fail to accept the Equipment, you shall no longer have any obligations hereunder; however, you remain liable for any Equipment purchase order or other contract
issued on your behalf directly with Supplier. Equipment may not be moved to another physical address without XFS’s 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. You shall permit XFS or its agent 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 to maintain the Equipment in good working order in accordance with the manufacturer's
maintenance guidelines and to provide you with Equipment supplies. You acknowledge that XFS is acting solely as an administrator for Supplier with respect to the billing and collecting of the
charges under any Maintenance Agreement. XFS IS NOT LIABLE FOR ANY BREACH BY SUPPLIER OF ANY OF ITS OBLIGATIONS TO YOU, NOR WILL ANY OF YOUR OBLIGATIONS
HEREUNDER BE MODIFIED, RELEASED OR EXCUSED BY ANY ALLEGED BREACH BY SUPPLIER.
7. Equipment Ownership, Labeling and UCC Filing. If and to the extent a court deems this Agreement to be a security agreement under the UCC, and otherwise for precautionary purposes only, you
grant XFS a first priority security interest in your interest in the Equipment as defined above in order to secure your performance hereunder. Unless a $1 Purchase Option is applicable, XFS is and shall
remain the sole owner of the Equipment, except the Software. You authorize XFS to file a UCC financing statement to show, and to do all other acts to protect, our interest in the Equipment. You agree
to pay any filing fees and administrative costs for the filing of such financing statements. You agree to keep the Equipment free from any liens or encumbrances and to promptly notify XFS if there is any
change in your organization such that a refiling or amendment to XFS’s financing statement against you becomes necessary.
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