Gordon Flesch Company, Inc/Comm Ser/Adl serv/3,203/Smart Board LeaseGordon Flesch Company, Inc.
Department of Community Services - 2018
Appropriation # 43-530.99 Fund; P.O. #102080
Contract Not To Exceed $3,203.88
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ADDITIONAL SERVICES AMENDMENT TO LA0
AGREEMENT FOR GOODS AND SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR GOODS AND SERVICES ("Agreement') entered into by
and between the City of Carmel and Gordon Flesch Company, Inc., (the 'Vendor"), as City Contract dated April 4,
2018 shall amend the terms of the Agreement by adding the additional services to be provided by Vendor consistent
with the Scope of Work attached hereto and incorporated herein as Exhibit "A". The terms and conditions of the
Agreement shall not otherwise be affected by this Additional Services Amendment and shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have made and executed this Amendment as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
By:
/&f pr�-eVqr
James Brainard, Presiding Officer
Date:
/0//� Z2,
Mary Ann urke, Me
Date:
Lori S.
Date:
Christine Paulj , Clerk -T su r /
Date:
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Gordon Flesch Company, Inc.
By:
XV
A thoriz digna ure I
Printed Name
Di-r-,-c4-r,,- of O f er c I c o �v s XA)
Title
FID1TIN:
Last Four of SSN if Sole Proprietor:
Date: ( I - I ° - aC> 1 R
�GORDON FLESCH"
C O M P A N Y I N C
BUSINESS TECHNOLOGY. MANAGED.
Master Agreement #: Supplement #:
GFC Leasing imageCARE
Master Agreement
Acceptance Supplement
Term: 48 Commencement Date:
This GFC Leasing imageCARE Master Agreement Acceptance Supplement ("Supplement") is executed and delivered by the Gordon Flesch
Company Inc., d/b/a GFC Leasing ("GFC") and
:ity of Carmel ("Customer' or "you"), pursuant to the Gordon Flesch Company, Inc.
Master Agreement (the "Agreement") between you and GFC, the defined terms therein being used herein with their defined meanings. This Supplement
is effective on the date executed by GFC. GFC will provide you with a fully executed copy of this Supplement following the Commencement Date.
First Payment Due Date: Payment and Meter Read Frequency: ❑ Monthly E Quarterly ❑ Other Security Deposit: $
Payment": $ 800.97 "Plus fees, taxes and image charges, if applicable. Federal ID#
Comments: reflects monthly payment of $266.99
GFC Leasing Solutions (please check all applicable)
End of Supplement Option:
Tax Exempt
Equipment Customer Equipment
Equipment, If Applicable:
❑ Maintenance" [] Software
0 New
❑ Fair Market Value
'Includes toner. Excludes fax cartridges, paper, staples, wide
❑ Certified Pre -owned
0 $1.00 Buyout
❑ No ❑ Yes (If yes,
format print heads, ink tanks, maintenance cartridges,
❑ Other
❑ HaaS (No Purchase)
please attach your tax
exemption certificate)
colortrac paper hold down guide, and scan glass.
Install DCA 0 Yes ❑ No IT Contact Name: Lisa Motz Phone: (317) 571-2417 Email: Imotz@carmel.in.gov
Meter Contact: Name. Phone Email:
A/P Contact Name: Phone: Email:
Automated Clearing House ("ACH") Authorization: By providing the below information, Customer hereby authorizes GFC to automatically withdraw from
Customers bank account described below, the full amount due for charges accruing in each billing period when due. Such charges may vary for each billing
period based on Customers actual images used and by any applicable sales/use taxes, property taxes and fees. This authorization will continue until this
Aareement expires unless revoked in writinq. Voided check must accompany this form.
ACH ❑ Yes ❑ No
If yes, enter bank information in boxes above right Bank Routing Code Bank account number
1. Payments and Tenn. GFC will deliver, install and implement the Solutions in accordance with this Supplement (the "Commencement
Date"). Thereafter GFC will provide you with an invoice, the date of which will be the first day of the Term of this Supplement (the "First
Payment Due Date"). The Term for this Supplement is stated above and is non -cancellable by you. Except to the extent Equipment and
Software is subject to the $1.00 Buyout End of Supplement Option ("Dollar Buyout Option"), the initial Term will be extended automatically,
without notice, for successive month to month terms beyond the initial Term unless you provide GFC written notice that you do not want to
extend, at least one calendar month before the end of the initial Term or any extension. You will make the first Payment on or before the
date indicated herein, or in any event not later than the due date of the first invoice issued by GFC pursuant to this Supplement. Subsequent
Payments will be due and payable in advance, on the same day of each month thereafter, unless otherwise provided herein or as invoiced
by GFC, until the total number of Payments under this Supplement have been made, including any and all charges per image, at the
applicable fee per image for each black & white or color image. Annually, GFC may increase the base payment, the fee per image for each
image type and the Charge per Image for Overage. You also agree to pay prorated amounts for any partial monthly billing period, such as
the number of days from the Commencement Date to the First Payment Due Date.
2. Equipment Lease.
A. Fair Market Value Lease. GFC hereby leases to you the Equipment and Software described in this Supplement. If you elect the
Fair Market Value End of Supplement Option for Equipment referenced herein, the lease Term for that Equipment will be extended
automatically, without notice, for successive month-to-month terms beyond the initial Term, and you will pay to GFC one monthly Payment
for each monthly billing period, or portion thereof, for each month that you do not either purchase the Equipment or return the Equipment
to the location designated by GFC. If you do not pay monthly Payments or purchase the Equipment from GFC upon expiration or
termination of this Supplement, you will immediately terminate the use of the Equipment and Software and return the Equipment and
Software to GFC at your expense and at such place as GFC may designate, and in the same condition as when received, reasonable
wear and tear excepted. You will also relinquish to GFC all Software subject to this Supplement and you will not retain any copies of such
Software. If the Fair Market Value End of Supplement Option is selected for this Supplement, such Equipment is and will remain GFCs
sole property subject to your option, if selected, to purchase the Equipment at Fair Market Value as reasonably determined by GFC.
B. Dollar Buyout Lease. GFC hereby leases to you the Equipment and Software described in this Supplement. If you elect the
Dollar Buyout Option for Equipment and Software described in this Supplement, and you are not otherwise in default under the
Agreement, you will, upon the expiration of this Supplement, purchase such Equipment for one dollar ($1.00) and will thereby take title to
that Equipment. In consideration for GFC permitting you to choose the Dollar Buyout Option for particular Equipment, and in the event this
Pape 1 o' 4 Rev v3-03082017
Exhibit
1010
Agreement is deemed a conditional sales contract with respect to such Equipment, you hereby grant to GFC a security interest in and to
such Equipment effective as of the date of this Supplement to secure Payments due. If any Equipment is subject to the Dollar Buyout
Option, you will report the Equipment for purposes of personal property taxes.
C. HaaS Option. GFC hereby leases to you the Equipment and Software described in this Supplement. If you elect the HaaS (No
Purchase) End of Supplement Option for Equipment referenced herein, the lease Term for that Equipment will be extended automatically,
without notice, for successive month-to-month terms beyond the initial Term, and you will pay to GFC one monthly Payment for each
monthly billing period, or portion thereof, for each month that you do not return the Equipment to the location designated by GFC. If you
do not pay monthly Payments upon expiration or termination of this Supplement, you will immediately terminate the use of the Equipment
and Software and return the Equipment and Software to GFC at your expense and at such place as GFC may designate, and in the same
condition as when received, reasonable wear and tear accepted. You will also relinquish to GFC all Software subject to this Supplement
and you will not retain any copies of such Software. If the No Purchase End of Supplement Option is selected for this Supplement, such
Equipment is and will remain GFC's sole property.
3. Maintenance. If you select maintenance, support and repair services for Equipment, or for equipment not supplied by GFC ("Customer
Equipment"), GFC will provide maintenance, service, support and repairs ("Maintenance") for such Equipment and Customer Equipment
("Maintained Equipment") located within a GFC service area, and covered by this Agreement, as reasonably necessary in GFC's sole
discretion, to keep the Maintained Equipment in good working condition during the Term of this Supplement. GFC will not be responsible for
damage that occurs or Maintenance required due to your failure to provide a clean and proper operating environment, including temperature
and humidity, failure to operate the Maintained Equipment in accordance with manufacturer's recommendations or neglect, abuse, misuse,
intentional acts or negligence by you or anyone other than GFC with respect to the Maintained Equipment. Except as otherwise provided in
a particular Supplement, all regular Maintenance will be performed during GFC's normal business hours. GFC reserves the right to add an
additional charge from time to time for the purpose of offsetting increased fuel -related costs.
4. Maintenance Exclusions. Maintenance provided pursuant to this Supplement does not cover Maintenance or parts required by causes
other than normal use of the Maintained Equipment, including but not limited to, acts of God, acts of civil or military authority, government
requirements, war, riots, fires, explosions, earthquakes, weather conditions, floods, installation or malfunction of unauthorized software,
parts, attachments or devices, service performed by someone other than GFC, or failure of electrical power or air conditioning. GFC will not
be responsible for failure to render Maintenance due to acts of God, acts of civil or military authority, embargoes, epidemics, government
requirements, war, riots, fires, explosions, earthquakes weather conditions, floods, strikes or other labor disputes, or unavailability of
materials and/or components and other causes beyond GFC's control. If you are in default pursuant to this Agreement, GFC may refuse to
provide Maintenance for the Maintained Equipment.
5. Additional Maintenance At your request, GFC will provide additional Maintenance on a unit of Maintained Equipment at GFC's then
prevailing rate for Maintenance not covered by a GFC agreement. When in the opinion of GFC, a shop reconditioning is necessary for any of
the Maintained Equipment because normal service, repair and parts replacement cannot keep a unit of Maintained Equipment in satisfactory
operating condition, GFC will submit to you a cost estimate of needed repairs, which cost will be in addition to the charges provided for
herein. If you do not authorize and pay for such work GFC may refuse to provide Maintenance therefore. If the Maintained Equipment is not
made available for Maintenance at the location indicated on this Supplement at the time GFC's representative calls to perform Maintenance,
thereafter, the Maintenance will be performed only upon your request. There will be no refund if in any such case you fail to request
Maintenance. Parts to be furnished will be on an exchange basis and will be new parts or parts warranted to perform as new when installed
in the Maintained Equipment. Maintenance will not include electrical work external to the Maintained Equipment or any third party software
or programming unless specifically provided herein. Any obligation of GFC to provide replacement parts is conditioned upon the availability
of the parts from the original equipment manufacturer. In the unlikely event replacement parts are no longer readily available from the
original manufacturer for a particular piece of Maintained Equipment, GFC will be released from its obligation for Maintenance for such said
Maintained Equipment. GFC may terminate the Maintenance component of this Supplement at any time by giving you thirty (30) days prior
written notice.
6. Consumable Supply Variances. Standards for your toner usage will be based on published vendor yields. Staples, fax cartridges and
paper are excluded unless expressly stated in this Supplement. You will pay for all shipping and handling costs associated with such
supplies. Any toner cartridges provided by GFC for the Maintained Equipment may be new, remanufactured or reprocessed and you will pay
for all associated shipping and handling costs. You will provide to GFC an inventory of supplies in your possession upon GFC's request. If
you fail to return to GFC any unused supplies upon expiration or termination of this Supplement, GFC reserves the right to invoice you and
you will pay GFC for such unused supplies at GFC's then current rates. If your use of supplies exceeds the published yields for a particular
piece of the Maintained Equipment by more than ten percent (10%), you agree to pay when invoiced, additional charges at GFC's then
current rates for such excess usage. Toner prices are subject to change.
7. Meter Readings. At GFC's option, you will provide actual meter readings upon GFC's request, by, (a) automatic meter reading device
attached to the Equipment, or (b) any other method which GFC requests. GFC may estimate the number of images produced by you in any
particular billing period if you do not provide GFC with meter readings within seven (7) days of GFC's request. GFC may audit any
automatic meter reading device from time to time.
8. Loss and Damage. Because it is in your possession and/or control, you bear the entire risk of loss, theft or damage to the Equipment
and no such loss relieves you of your Payment obligations pursuant to this Agreement. If GFC determines that any Equipment is lost, stolen
or damaged beyond repair ("Lost Equipment"), you will, upon demand, pay GFC the Accelerated Payment applicable to the Lost Equipment.
9. Title. Except as otherwise provided, GFC holds title to the Equipment, except any Software, and you will have no claim of ownership
thereto. However, if you are not in default pursuant to the Agreement, you will be entitled to possession of the Equipment during the Term of
this Supplement. You will keep the Equipment free from all liens and encumbrances. You will maintain any markings on the Equipment
indicating that it is the property of GFC. You will not make any alterations, additions or improvements of any kind to the Equipment without
prior written consent of GFC. However, if so authorized, any such alterations, additions, or improvements will become property of GFC.
Pape 2 of 4 Rev. v3-03082017
Exhibit A
2cf3
10. Software and Support. GFC will provide support for and configuration of Software as provided in this Supplement. References and
links to End User Agreements applicable to the Software subject to this Supplement are set forth in or attached to this Supplement.
11. End User Agreements. You acknowledge and agree that GFC is a reseller of certain Software, cloud -based data storage and other
Solutions that are provided by GFC Partners, and that GFC and the GFC Partners require as a pre -condition to use of their Software, cloud -
based data storage and other Solutions, that you agree to one or more End User Agreements, which are available for your review under the
heading 'Customer Agreements with GFC Partners" at www gflesch.com/terms-and-conditions. You hereby agree to such End User
Agreements and will not in any way breach or be in default under the terms and conditions of the End User Agreements. A breach by you of
any term or condition of any such End User Agreements will be an event of default pursuant to this Agreement. Notwithstanding anything in
the End User Agreements to the contrary, the Agreement between you and GFC is non -cancellable by you for the full Term hereof.
12. Location of Equipment. You agree to provide GFC with thirty (30) days advance written notice before moving Equipment from the
location where GFC installed it. GFC, or a person or entity selected by GFC, will assist with any such move at your cost. Upon reasonable
notice, GFC will have the right to enter your premises during business hours to inspect the Equipment from time to time.
13. Personal Property You will promptly notify GFC of any notice of any attachments or other judicial process affecting the Equipment.
The Equipment is, and will remain, personal property even if the Equipment becomes affixed to or attached to real property or any building.
14. Insurance. During the Term of this Agreement, you will keep the Equipment insured, at your expense, against all risks of loss or
damage for the full replacement value thereof and will carry public liability insurance covering the Equipment. Said insurance must be in form
and amount and with companies having an A.M. Best rating of "A" or better, and must name GFC as loss payee and as an additional
insured, respectively. You must deliver proof of such coverage to GFC within thirty (30) days of the date of this Agreement. You will pay GFC
all deductible amounts upon the occurrence of a loss. You must obtain endorsements that will give GFC thirty (30) days written notice before
said insurance is altered or cancelled and that said insurance to GFC will not be invalidated by any act or omission by you. The proceeds of
such insurance will be used as determined by GFC in its sole discretion. You appoint GFC as your attomey-in-fact in connection with any
such insurance proceeds. If you fail to provide proof of insurance as required, GFC may acquire such insurance. The cost thereof, plus
administrative fees will become due and payable with your next Payment. Any duplication of such payments is your responsibility.
15. Other Documents. If a transaction subject to this Supplement is construed as a secured transaction or a conditional sale, this
Agreement is deemed to be the security agreement or conditional sale contract, and GFC will be the secured party and you the debtor. You
consent to GFC filing financing statements showing GFC's interest in the Equipment. You and GFC agree that this transaction is not subject
to either Article 2 or Article 9 of the UCC.
16. Addendums and Signatures. All provisions of the GFC Leasing imageCARE Master Agreement Acceptance Supplement Schedule of
Equipment/Accessories, Software, and Maintenance attached hereto, and any other schedules, addendums or riders which reference this
Supplement or attached hereto, which you acknowledge you have read, are hereby incorporated by reference into this Supplement to the
same extent as if fully set forth herein. This Supplement may be executed in counterparts, which collectively will be deemed one
Supplement.
AGREED to by the parties hereto effective as of the date executed by GFC.
GORDON FLESCH COMPANY, INC., CUSTOMER
d/b/a GFC LEASING
City of Carmel
The undersigned affirms that he/she is duly authorized to execute and
deliver this Acceptance Supplement on behalf of Customer.
By: By:
Authorized Signature Authorized Signature
Name/Title:
Print Name
Date:
Name/Title:
Date:
Witness
Print Name
Page 3 of 4 Rev. v3-03082017
Exhibit
3J
City ®f Carmel INDIANA RETAIL TAX EXEMPT
CERTIFICATE NO. 003120155 002 0
FEDERAL EXCISE TAX EXEMPT
ONE CIVIC SQUARE 35-6000972
CARMEL, INDIANA 46032-2584
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO.
11/6/2018 367166
GFC LEASING OH
VENDOR PO BOX 2290
MADISON, WI 53701 -
PURCHASE ID BLANKET CONTRACT
30782
QUANTITY UNIT OF MEASURE
Department: 1192 Fund: 101
Account: 43-530.99
General Fund
1 Each Smart Board Lease
PAYMENT TERMS
DESCRIPTION
Page 1 of 1
PURCHASE ORDER NUMBER
102080
THIS NUMBER MUST APPEAR ON INVOICES, AIP
VOUCHER, DELIVERY MEMO, PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE
DESCRIPTION
Dept of Community Service
SHIP 1 Civic Square
TO Carmel, IN 46032 -
Send Invoice To:
Dept of Community Service
FREIGHT
UNIT PRICE I EXTENSION
$3,203.88 $3,203.88
Sub Total $3,203.88
1 Civic Square
Carmel, IN 46032 -
PLEASE_ INVOICE IN DUPLICATE
DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT
PAYMENT $3,203.88
SHIPPING INSTRUCTIONS ' AIP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A
PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN
'SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBUGATED BALANCE IN
'C.O.D. SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
'PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL ���
'THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY -
Mike Hollibaugh
TITLE Director
CONTROL NO. 102080 CLERK -TREASURER