Xerox Financial Services LLC =
201 Merritt 7 Lease Agreement XeFOx @,)
Norwalk, CT 06851
Supplier Name & Address: Conway Tachnolegy Group- 10 Capriol Straet Nachua, NH 03063 | Agreement Number:
CUSTOMER INFORMATION
Full Legal Name: CITY OF NASHUA Phone:
Billing Address: 229 MAIN ST Contact Name:
Contact Emall:
T
City: NASHUA State: NH | Zip Code; 03060
Equipment Location
Quantity Model and Description
SEE ATTACHED “EQUIPMENT SCHEDULE A”
PURCHASE OPTION — ( FMV" unless othenwise noted}
Wf Fair Market Value Purchase Option (FMV"}
$1 Purchase Option
TERM (in mantis} LEASE PAYMENT (plus applicable taxes)
Initial Term: $487.50
60 months
Frequency: Monthly
CUSTOMER ACCEPTANCE
BY YOUA BELOW, YOU AC THAT YOU ARE INTO A MON-CARCELLABLE AGREEMENT AMID THAT YOU HAVE READ ANO AGREED TO ALL APPLICABLE TERMS AMD CONDITIONS SET FORTH OH PAGES 1 AMD 2 HERECF.
Authorized Signalure x: | Dale: Federal Tax 10 # (Required):
Print Name: Title:
OWNER ACCEPTANCE
Accepled By: XEROX FINANCIAL SERVICES LLC | Name and Title:
TERMS 4ND CONDITIONS
41. 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 entily 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 dale after the Acceptance Date
as set forth in our first invoice, for the purpose of facilitating an orderty transition and to provide a uruform 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), altachments, accessories, replacements, replacement parts, substilutions. additions
and repairs thereto. "Interim Period’ means the period, if any, between the Acceptance Date and the Commencement Date. “interim Payment means one thirueth 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"
mé@ans a sep agreement b you and Supplier for maintenance and suppoil purposes. "Origination Fee" means a one-time fee of $125 billed on your first invaice, which you agree lo 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 "ACC
means the Uniform Commercial Code of the Statets) where XFS must file UCC-1 financing slalements to perfect its security interest in the Equipment.
2. Agr is and Late Pa its. You agree and represent thal the Equipment was selected, configured and negotiated by you based on your judgment and supplied by Supplier At your
fequéesl, XFS will acquire same from Supplier lo lease to you hereunder and you agree to lease same from XFS. The Initial Ferm commences on the zommencement Date. You agree lo 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 thereafler. You
agree to pay us all sums due under each invoice via check, Automated Cleanng 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 6 days after ils due date, you will pay a late charge of the greater of 10% of the amounl! due or $26, nol lo id the i] \ permitted by law. For each
dishonored or retuméed Payment, you willbe assessed the applicable fee, nat t- exceed $35. Restrictive covenants on any method of payment will be ineffect ve.
3. Equipment and Software, To the extent thal Equipment includes intangible properly 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 licansor of such Software, and therefore has no right, title or interest int. and you wil 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 atlach the Equipment as a fixture to real estale or make any permanent
alterations to il.
4, Non-C; Agr t. 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
obfigations hereunder shall be asserted solely In a separate action; provided, however, thal your obligations hereunder shall cominue unabated.
8. End of Agreement Options. If a $1 Purchase Option is designated, you will be deemed to have exercised your option to purchase Ihe Equipment as of the Acceplance Daie. If an FMV purchase
option is designated, if you are nol in default and if you provide no greater than 150 days and no less thar 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, bul not less than all, of he Equipment by paying its fair markel value as determined by XFS in ils sole but reasonable discretion | ‘Determined FMW"), plus Taxes.
of (b} return the Equipment within 30 days of the End Date, al your expense, fully insured, 10 a continental 18 location XFS shall specify You cannot return Equipment more than 30 day's prior to the
End Date without our consent. If we consent, we may charge you, in additinn ta all undiscountad amounts due hereunder. an early termination fee If you have nol elected one of the above options, this
Agreement shall renew for successive 3-month lerms. Either patty may terminale 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) of (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 mmediately following the daie of
expiration of the Term of such item, and by the delivery al such time by you ta XFS of pay 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 i¢ you on an "AS dS, WHERE 1s. *"WITH ALL FAULTS’ bass withoul representation of warranty of any kind,
6. Equipment Delivery and Maintenance. You should arrange with Supplier to have the Equipment delivered to you at the localionis: specified herein and you agree to execute a Delivery & Acceplance
Certificate at XFS's request (and confirm same via telephone and/or electronically) confirming when you have received inspected and imevocably accepled the Equipment, and authorize XFS to fund
the Supplier for the Equipment. If you fail to accept the Equipment, you shal no longer have any obligations hereunder, however, you remain lable for any Equipment purchase order or other contract
issued on your behalf directly with Supplier Equipment may not be moved to another physical address wilhout 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 mai records 9 thereta during your normal
businéss hours upon reasonable notice. You represent you have entered inio a Maintenance Agreement to maintain the Equipment in good working order in accordance with the manufacturer's
maintenance guidelines and to provide you wilh Equipment suppties. You ack dedgé thal XFS Is acting solely as an administrator for Supplier with respect to the billing and collecting of the
charges under any Maintenance Agreement. XFS 1S NOT LIABLE FOR ANY BREACH BY SUPPLIER OF ANY OF (TS OB: IGATIONS TO YE, NOR WILL ANY GF 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 deams this Agreement to be a secunly agreement under the UCC, and otherwise for precautionary purposes only, you
grant XFS a first priority y in your in the Equipment as defined above in order lo secure your performance hereunder Unless a $14 Purchase Option is applicable, XFS is and shail
femain the sole owner of the Equipment, except ihe Software. You authorize XFS to file a UCC financing slatement to show. and to do all other acls lo protect, our interest in the Equipment. You agree
to pay any filing fees and administrative costs for the filing of such financing stalements. You agree to keep the Equipment free from any liens or encumbrances and to promptly nolify XFS if there is any
change in your organization such that a refiling or amendment to XFS's financing slatement agains you becomes necessary.
Pege ofa aFif¢ry ea oh
