The Copy Co./Engr
Copier'
Engineering Dept. - 2006
Appropriation #530.04 P.O.#14735
Contract Not To Exceed $10,656.00
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
APPROVED AS
FORNI IY: '
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby entered
into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and
Safety ("City"), and CopyCo Office Solutions ("Vendor").
TERMS AND CONDITIONS
I. ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its
execution of same constitutes its acceptance of all of the Agreement's terms and conditions.
2. PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using
City budget appropriation number 650.01 funds. Vendor agrees to provide the Goods and Services
and to otherwise perform the requirements of this Agreement by applying at all times the highest
technical and industry standards.
3. PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City
hereunder shall be no more than Ten Thousand Six Hundred and Fifty-Six Dollars
($10,656.00) (the "Estimate"). Vendor shall submit an invoice to City no more than once
every thirty (30) days detailing the Goods and Services provided to City within such time
period. City shall pay Vendor for such Goods and Services within sixty (60) days after the
date of City's receipt of Vendor's invoice detailing same, so long as and to the extent such
Goods and Services are not disputed, are in accordance with the specifications set forth in
Exhibit A, are submitted on an invoice that contains the information contained on attached
Exhibit B, and Vendor has otherwise performed and satisfied all the terms and conditions
of this Agreement.
3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total
cost of the Goods and Services provided by Vendor to City hereunder to exceed the
Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform
to the specifications, samples and/or descriptions thereof furnished to Vendor by City andlor by
Vendor to and accepted by City, that the Goods and Services will be delivered in a timely, good
and workmanlike manner and free from defect. Vendor acknowledges that it knows of City's
intended use and expressly warrants that the Goods and Services provided to City pursuant to this
Agreement have been selected by Vendor based upon City's stated use and are fit and sufficient
for their particular purpose.
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same
("Effective Date"), and both parties shall thereafter perform their obligations hereunder in a timely
manner. Time is of the essence of this Agreement.
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1
Copier
Engineering Dept. - 2006
Appropriation #530.04 P.O.#14735
Contract Not To Exceed $10,656.00
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may
direct, a list of all chemicals, materials, substances and items used in or during the provision of the
Goods and Services provided hereunder, including the quantity, quality and concentration thereof
and any other information relating thereto. At the time of the delivery of the Goods and Services
provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice
(including appropriate labels on containers and packing) of any hazardous material utilized in or
that is a part of the Goods and Services.
7. LIENS:
Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any
such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof,
by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at
Vendor's sole cost and expense.
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of
this Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as
specified herein; (c) fails to make progress so as to endanger timely and proper provision of the
Goods and Services and does not correct such failure or breach within five (5) business days (or
such shorter period of time as is commercially reasonable under the circumstances) after receipt of
notice from City specifying such failure or breach; or (d) becomes insolvent, is placed into
receivership, makes a general assignment for the benefit of creditors or dissolves, each such event
constituting an event of default hereunder, City shall have the right to (I) terminate all or any parts
of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies
available to City at law and/or in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with
an insurer licensed to do business in the State of Indiana, such insurance as is necessary for the
protection of City and Vendor from all claims for damages under any workers' compensation,
occupational disease and/or unemployment compensation act; for bodily injuries including, but
not limited to, personal injury, sickness, disease or death of or to any of Vendor's agents, officers,
employees, contractors and subcontractors; and, for any injury to or destruction of property,
including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be
no less than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to name
City as an additional insured on all such insurance policies, shall promptly provide City, upon
request, with copies of all such policies, and shall provide that such insurance policies shall not be
canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless
City from and against any and all liabilities, claims, demands or expenses (including, but not
limited to, reasonable attorney fees) for injury, death and/or damages to any person or property
arising from or in connection with Vendor's provision of Goods and Services pursuant to or under
this Agreement or Vendor's use of City property. Vendor further agrees to indemnify, defend and
hold harmless City and its officers, officials, agents and employees from all claims and suits of
whatever type, including, but not limited to, all court costs, attorney fees, and other expenses,
caused by any act or omission of Vendor and/or of any of Vendor's agents, officers, employees,
contractors or subcontractors in the performance of this Agreement. These indemnification
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2
Copier
Engineering Dept. - 2006
Appropriation #530.04 P.O.#14735
Contract Not To Exceed $10,656.00
obligations shall survive the termination of this Agreement.
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations
and codes which may be applicable to Vendor's performance of its obligations under this
Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor
agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from
any such violation of such laws, orders, rules, regulations and codes. This indemnification
obligation shall survive the termination of this Agreement.
II. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City
prohibiting discrimination against any employee, applicant for employment or other person in the
provision of any Goods and Services provided by this Agreement with respect to their hire, tenure,
terms, conditions and privileges of employment and any other matter related to their employment
or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age,
disabled veteran status and/or Vietnam era veteran status.
12. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement
shall not affect the right of such party to require such performance at any time thereafter, nor shall
the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any
succeeding breach of the same or any other provision hereof.
13. NON-ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise,
and shall not delegate its obligations under this Agreement without City's prior written consent.
14. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither
Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees of
City. The contract price set forth herein shall be the full and maximum compensation and monies
required of City to be paid to Vendor under or pursuant to this Agreement.
15. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of
Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is
filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an
appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate
venue for and has jurisdiction over same.
16. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance,
executive order or other rule of law, such term shall be deemed reformed or deleted, but only to
the extent necessary to comply with same, and the remaining provisions of this Agreement shall
remain in full force and effect.
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3
Copier
Engineering Dept. - 2006
Appropriation #530.04 P.O.#14735
Contract Not To Exceed $10.656.00
17. NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by
postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the
address specified herein:
If to City:
City of Carmel
One Civic Square
Carmel, Indiana 46032
ATTN: Name, Director, Street Dept.
Douglas C. Haney, City Attorney
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor: CopyCo Office Solutions
2920 Fortune Circle West
Indianapolis, IN 46241
Notwithstanding the above, notice of termination under paragraph 18 hereinbelow shall be
effective if given orally, as long as written notice is then provided as set forth hereinabove within
five (5) business days from the date of such oral notice.
18. TERMINATION:
18.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon
notice to Vendor, immediately terminate this Agreement for cause, in the event of a default
hereunder by Vendor and/or if sufficient funds are not appropriated or encumbered to pay
for the Goods and Services to be provided hereunder. In the event of such termination,
Vendor shall be entitled to receive only payment for the undisputed invoice amount
representing conforming Goods and Services delivered as of the date of termination,
except that such payment amount shall not exceed the Estimate amount in effect at the time
of termination, unless the parties have previously agreed in writing to a greater amount.
18.2 Either party hereto may terminate this Agreement at any time upon thirty (30) days prior
notice to the other party. In the event of such termination, Vendor shall be entitled to
receive only payment for the undisputed invoice amount of conforming Goods and
Services delivered as of the date of termination, except that such payment amount shall not
exceed the Estimate amount in effect at the time of termination, unless the parties have
previously agreed in writing to a greater amount.
19. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the
persons executing this Agreement have the authority to bind the party which they represent.
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4
Copier
Engineering Dept. - 2006
Appropriation #530.04 P.O.#14735
Contract Not To Exceed $10,656.00
20. . ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide
additional goods and services to City. When City desires additional goods and services from
Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the
time frame in which same are to be provided. Only after City has approved Vendor's time and
cost estimate for the provision of such additional goods and services, has encumbered sufficient
monies to pay for same, and has authorized Vendor, in writing, to provide such additional goods
and services, shall such goods and services be provided by Vendor to City. A copy of the City's
authorization documents for the purchase of additional goods and services shall be numbered and
attached hereto in the order in which they are approved by City.
21. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph
18 hereinabove, this Agreement shall be in effect from the Effective Date through December 31,
2006, and shall, on the first day of each January thereafter, automatically renew for a period of one
(I) calendar year, unless otherwise agreed by the parties hereto.
22. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a
part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
23. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and
obligations set forth in Agreement.
24. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
25. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity
to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and
enter into same freely, voluntarily, and without any duress, undue influence or coercion.
26. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the
entire agreement between Vendor and City with respect to the subject matter hereof, and
supersedes all prior oral or written representations and agreements regarding same.
Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof,
to the extent any term or condition contained in any exhibit attached to this Agreement or in any
document referenced herein conflicts with any term or condition contained in this Agreement, the
term or condition contained in this Agreement shall govern and prevail. This Agreement may only
be modified by written amendment executed by both parties hereto, or their successors in interest.
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5
Copier
Engineering Dept. - 2006
Appropriation #530.04 P.O.#14735
Contract Not To Exceed $10,656.00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
COPYCO OFFICE SOLUTIONS
ATTEST:
ember J
61-1'1:) O'~
, I
XBY~
Authorized Signature
c::.J:./j ,'OIL C ~,.(/Iv; Jt
Printed Name /
~r;d~tv1 ~1:"'P
Title . v 3J.;).Og'O bOb
FIDrrIN: 1\
By:
....Y1ct~
James Brainard, Presiding Officer
o te:
SSN if Sole Proprietor:
Date: j,- '2----) -0 6
Di na Cordray., ~Cl9' -Treasurer
Date: ) -7 I DC;
- I
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6
Canon
LEASE AGREEMENT
~n;l. SIdtId Agrumenl 'or TranHctton. Under S50.ooo
CFS-1122 (06J05)
AGREEMENT
NUMBER
PHONE
JJ7-S71- 2y'1"/
("CUNomer'1
DTAT
~ ,
,
STATE
ZIP
~"O
ZIP
QUANTITY
I
E I
SERIAL NUMBER
NT
NUMBER AND AMOUNT OF PAYMENTS
No. of Pmts. Payment Amount Plus Applicable Taxes)
9. ' . 0
Fir'l and LaslPaymenl
-G--
Total Dlle al Signing Term jiJd 0' Term Purchase Option -"aymenl Frequency
= -e- "1" ~alr Market Value 0 $1.00 0 10% 0MQnlhl~ Oauarterly
ChecJlmuIlaecomponyAgrlement in months OOlher DSeml.annual oClller;
Aulomated Clearing HoulCl rACHi Authorization: By providing Ihe billow IntormeUon. Cummll{ heAtby IlUIhorizn CFS to automatically withdraw from the bank account descrtlld below the rull amount dull
for eacl'1 tlimn I!Ifiod irlcludi II III icable l8llel BI'ld reel on lha due dale. ThIs oulhorizatlon .hall conllnue untit this A fumenl U i'l>> l.X1lnl revolled in writ! .
ACH 0 YES ONe I:
It 't'n, Mot information In boxes abo....: Bank Roullng Code from boUom 0/ Check, end CU5tomer'1 Acool.nI Number fran bollom of check.
THIS AGREEMENT IS EFFECTIVE ONLY UPON SIGNING BY BOTH PARTIES, THIS AGREEMENT IS NON.CANCElABlE BY CUSTOMER CUSTOMER REPRESENTS THAT All A.CTION
R IREDT A THO lZETH CUll N FTHI EM TO A. FOFT CU TOMER BY THE FOllOWl GSIGNATO I SHASBEENTAKE
ACCEPTED BY CANON FINANCIAL SERVICES, INC. AUT RIZ CUSt MER SIGN
d.
+ I
Security Deposit
.(}-
Tltlo'
TalllD,' 'proPf
T. Conon F""'~.' S.Ni_'~('CFS') ACCEPTANCE CERTIFICATE
The Custcmer 0111"" thai (a) the ECJ.llpmenl relorTllCllo In lhe abOve Agreemenl has bMn rllC8iv<<1, (b) nslallalion has bun completed, (c)lhe E<Jlipmm has been ellamined by Customor
al'ld is in good operating on:lar and condiIlon and i., In an rasped', .atisfactory to 1M Customer, ana (d) the E~ipmlnt is irrevocably accepted by lhe Cuslomor fOf III putpOHS undof Ih8 Agraomn.
Accordingly, Cuslornlllr hereby authOrJze. bil~ng under this Agreement.
Sign.lure: )(
TiUe(lf...,y): X
Dale'
r
G
By:
r
Printed Nama: )(
Dato:
TERMS AND CONDITIONS
1. AGREEMENT: Cullomer leases from CFS IIlh equ4w'nenl Gnctibed abo.... (!he "Equipment"). 5. DEFAULT: If Cu.lomer fail. 10 pay CFS, CFS wi! have the righllo exercise any one Of aU d. IhI
CUltClmer agrees 10 pay lo CFS thlll paymll'1l1 spacifled U'ldet "NlIIlber and Amount 01 Paymonll~ following remodin in any mfer: (a) lUe Customer for all post due paym.,ts, AlL PAYMENTS TO
ebOVO rnd IUcn oth.r lIITIountl permitted hereunder lIS iwoiced by CFS ('Payments"). A late payment BECOME DUE IN THE UNEXPIRED TERM, the PISChaH Option amounl 5fIt torth above and atPf
ree 01 the greeter of 10,. or lhelale amOl.flt or $10 will be due If 0 Paymenllt laW. The term of Ihll olhar Colt. (colleclMlly lhe"Remaining LOB" 8allnCB'1, (b) reponnlthe Eqlipment ancI (c) ~e.
Agreement IhaII commence on lhe date the E~pmenl I. accaptocl by CUltomor. Cultomer'e theECfJipmenlllnd~~anydeficlen::y. CFS (i) may HII lheEquipmentefterpreporlng it 01 not, (i1)
execution of Ihe.-.:c.ptaneeCllll'tlflCale, 01' Customer'. ptcMIion to CFS of olhefwrlttan corIirmation of may dl$Claim W8Il'1ll1iie. alill. end the lite, and (Ill) may comply with appUcable law, and 1M"
ill KC8ptance of the EquipmDnt, lhel! concIu.ivety e'llIbIish lha1lho ~u1pmenl hat been deliYerocllO aellon. Ihaa be dnmed comm81Cia1ly realOl'l.abllll. In Ihlt eYW1l tha Equipment is not availabllll for
IlI'ld acc:epted by Cullomer. If Customor hat not, within Ion (1Q) day. snit!" delivery of Ihe Equipmlnt, aale, the CUllomer shal belieb.. rot the Remaining Lease Bolance. Customer will.tso pay for CFS'I
Qelivnd to CFS written notice of non~cceptanc.e of any of the Equipment, lpoafying 11\8 realM. realOlllIble coll.e1lon and other cosl. which. In the C8S8 of II court action, 25% 01 the tolal amOlll!
thef8for and IpllCfficaiy r8l'erll'lCing Ihis Agreement, Customer Bholl be deemed to have irrlNocably sough! shall be dearnlld reelOnabf8.
llCOIpted Ihe Equipment. After acceptance 01 the Equipment CuslOmer shaD have no right 10 Coanall .. ASSIGNMENT: CUSTOMER SHALl NOT ASSIGN OR PLEDGE THIS AGREEMENT, NOR
this Agreement, rlWOka eccaptanCe cr rub.m tha Eq.,IIpmer'lllO CFS prlor to the and of lhlllCheduled SHAlL CUSTOMER SUBLET OR LEND ANt ITEM OF EQUIPMENT. CFS may pleOge or aSlign IN.
tonn Of !hI. Agreement for any reason whatlO8'l.. This 1e8$lt i. a nGlla... Payments .haD be made AgrHmenl. CuSlom... egr08I thai if CFS assigns thi. AgreIlfTlet'lL tho new owner will have \he tame
wilhoul sot..otr or clllldudion, lIVen . Ihe Equipment malfunctions. Cuslomer .uthoriz:u CFS 10 adjust right. and bBneflll thll CFS has now and w~l not have 10 perform any at CFS"a 00110&(101'11. Cuslomer
th. payment and purchase option amount. .slated above by up to 15% II lhe actual ca.1 of the agrees lha1 the rights of the naw owner will nOl be subjlld 10 any claiml, defen..e, or setoffl thai.
Equipment exceed. the supplle1'a estimate en which RJCh amOllllI wlIII'a baled. CuslOmer ta) .han CUllomtlr may havo aga.,sl CFS,
pay a S65 doo.lmenl8l1on fee and tb) agrees to pay my applicable Will (incUding personal property 7. PURCHASE OPOON: (A) END OF TERM PURCHASE OPTION. At lhe end 01 any 'enn,
tall), expons.., chargN and tee. impoHd I.4lO" CFS or CLJatomer with respect 10 Ihe Equipment the Cu.tomer IhaIl give CFS 60 days prior in"evoc.able written notice (unfeu Ihlt Purchala Option is
PlI)'mon!l or the Customer's performance or ~anca MI1IUnder an:llhall rembu'H CFS '_01' $1.00) that it wilt PlKCh..-allllhe Equipmenl at the pun:hase option price inclicaled herein pIuI ony
\he IM'IO p1ut proces.1ng f881 (colIlllcUvely, "Cost."). CFS may, but need not, appl)' "S8CU'lty Cosll. (9) PRIOR TO MATURITY PURCHASE. Cuslomef" rNIy, at Ilny tima, upon 60 days
Depollts- 01" -AdV8nce PO)'m8f1t$" lnellher earn intllll'1lSt LIlle.. roqulred by law) to any omount in irrevocabllll wriUen notice purchase a9 the EquIpment at a pr\ca equal 10 tha .l6TI 01 aft remairing
deI.LAI and Customer .hell promptly rollOl"o such lItYlountl applied. Security Depo.it. and Advance PaYlMnll p~s the Fair Market Value pIuJ Colli. "Fair .....lket Va~III" shall be CFS'I retail price when
Paymeru thall not be r~ to CUltomer unlita. obIlgationl ~der are discl'll.gad n iuD. CuslOOI8f Jl'M'ChU.I. lhe Equipment. Equipment p,J"chases shell not be petmllled if a detaull I.
2. NAM!; OFRCES: CUStom....18;aI nhlll (as.et forth In ill constituent doamentl), is lS.et forth conlinuinG- Equipm.nt plICh.18I IhBlI be -AS-IS 'M-lERE-IS.wilhoutwarranty, ellC8p1lor tilla.
hemin. Custom. wi. not changlll b: IIIIOlII name, klcation of ill d'IioI execuIive off"lQ8 or corporate 8, RENeWAL, RETURN: This Agreornenl automatIcally renewl under the sama terms and
struCIUra (Inc1udng it. jurisdiction Of Ol'ganiz:ation) wllhou1 30 clays' prior written noIJce to CFS. Upon concIillon. on a month 10 month baIi. if Cuatomer fail. to give CFS 60 da)'!! prior written nolice Qf h
raqUIIIt. Cullomer will delivar Ilate-osnifltld cansliluent downsnl. to CFS. intent to purchase or relum the Equipment before the end of any lerm. Unles. Ihll Agreement
3. WARRANnES: CUSTOMER ACKNOlNLEDGES THAT CFS IS NOT A MANUFACTURER. alJtomatlclllly renew. or CUstomar pu-chalu the Equipment ClIstomer shall return the Equipment on
DEALER, OR SUPPLIER OF THE EQUIPMENT, AND AGREES THAT THE EQUIPMENT IS LEASED the dIIy Ihe" AgrMmltl'lllennM1ei in good operating oond~ion III Customer"SIOIe cost and ~ to
"AS IS. AND IS OF A SIZE, DESIGN. AND CAPACITY SELECTED BY CUSTOMER. CFS HAS MADE a Iocatlon IpKifred by CFS.
NO REPRESENTAnON OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT t, MISCELLANEOUS: THIS AGREEMENT SHALL BE GOVERNEO BY NEW JERSEY LAW, ANY
TO THE EQUIPMENT, INCLUDING SPECIFICAllY AHY IMPLIED WARRANTY OF ACTION BETWEEN CUSTOMER AND CFS SHALL BE BROUGHT IN A COURT LOCATEO IN THE
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CFS shall nol be liable tor COUNTY OF BURLINGTON OR CAMDEN, NEW JERSEY, PROVIDED THAT CFS AT ITS SOLE
cooaequential, special, Indrect or punlllve oamaget. An)' warranty wilh respect 10 the Equipment madlll OPTION MAY BRING ANY SUCH ACTION IN A COURT WHERE THE CUSTOMER OR THE
by the IUpptilr, deetlllf, or marUacMer is aeparate from, .and It not a part of, this Agreementn CFS EQUIPMENT IS LOCATED. CUSTOMER AND CFS EACH IRREVOCABLY WAlI/ES Am RIGHT TO
auigns such wamwtlrta, '1IfTt', to CUllomer. Cualom. acknowledges and agree. lhat the supplier I. A JURY TRIAl IN ANY SUCH PROCEEDINGS. CFS may atlC8J:l' a lacslmlle copy of thi$ Agrelllmanl
rot en agent or repruenlative of CFS and II not....1horizBd to waive or alter any I8nn of the andac:ceplanoe carlllicat8 as an original. Customw agree. to reimburle CFS for and to dBfend CFS
Agraemont, or make my rlllpl1llenlallor) for' CFS abOullhis Agreement or the Equipment. Cuslomflr againlt llI'ly claim for 10.... or injury C8UHd by IhIl Equipm.nt. both b.fore and after terminalion or
warrlW1l1 lhallhe EqLli~enI will not bo used for personal. family or hou$ehold plXPOIa.. . thl. Agreement, CFS may Insert mls.i1g or correct other informallon, OlhorwlM thi. Agre8mlllnt
4. MAINTENANCEj AL Tet4T10NS; LOSS: Customer wiD keep and ma.,181n the Equipment In good embodiu \he entint agreement.
working order and shall, at CUI\omw'. ellp8nse,.upply and Install replacement pill'll and.acceuorie. 10. UCC: CUSlom... ....Ihorlz:u CFS to file q form 01 r~ at ccnlnuetion llaI8ments and
whon req...hd lD m8inteln !he Equip'nent. Any .uch changl. 01' IUbstltWons &haa be the prQp8rty of omenanenl. 1hen1o. CUSTOMER AGREES THAT THIS AGREEMENT IS INTENDED AS A
CFS atM:i stlal! be dMmed ~nt. EI'leclIve upon delivery to Customer, Cuatomar ahall <a) bear lhe ''FINANCE LEASE- AS THAT TERM IS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL '
ertire ri.k of any loll, lheft 01, or damage to the Equipment, and 4b) kaep the Equipment i1IuI1Id with CODE AND THAT CFS IS ENTiTlED TO ALL BENEFITS, PRIVILEGES AND PROTECTIONS OF A
CFS .. Lou Pay... " Custom.. rail. to provide Pfoof of inlurance, CFS may jnJUro the Equipmonl LESSOR UNDER A FINANCE LEASE AND CUSTOMER IRREVOCABlY WAIVES ANY RIGHT OF
and chItQe Customer. No such 10", 1hclft, 01 damage IhaII R11ieve Customer of 0lYf obligation under NOTICE THEREOF. If thI. AQrll8f'llllnl i. delarmi'led not to be a lrua tea.., C~ granl. CFS a
thl. Aa'Mmenl .lKUitv Int... n the E....r.menl.
The (lnd9!1l00ed a~te/y, Irrevocably and uncondiionally, join" and sJr5~~S?a~~~ 9~~~~'[Y81d other ob~gatlons U1derthls ~reemenl This is an absolute and continuing
gUBramy. SECTION 9 ABOvE SHALL ~ Y TO THIS PERSONAL GUARANTY, The undltB~ned waive any ri;Jh11O require any actbn against Customer or any other party befcte enforcing tI'tis Personal Guarlllly,
Printed Name: Signature: (No TItle) Date:
Address: Phone:
Printed Name: Signature:'
Address:
CFS-l122 (06105)
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(No TItle}
Date:
Phone:
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ORDER
QTY Unit Description
ContactfTitJe
Customer
Address
City/State/Zip
Phone
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Today's Date
Ship To
Sold To
2920 Fortune Circle Wesl. Indianapolis, IN 46241
Telepllone (317) 241.5800 Of (800) 284-9667
Order# I Fax (317) 241.8j
JwJ'd Sio~
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Purchase Order
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Requested Delivery Date
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Sub Total
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TAX EXEMPT # I
. . ST 105 Certificate must accompany order for first time
purchases .
Freight, Delivery, Installation
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CopyCo Office Solutions, Inc Officer
Balance
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The lenns and conditions on ftyo ~~<!;e slo:!p. (If this Orner 8l'!! If"C(I'l)(U'...tl!d ~reln by ref~rence. Ptease refer to CopyCo Office Solutions, lnc Equlpment SeMce Agreemeri for service
01/20/2006 16:41 FAX 3172418544
COPl'CO
~002
canon
Canon FInancial SaNlces, Ine. (',FS') Munlcloal Fiscal Fundlna Addendum
P.O, Box 4004 :'1) "u...mont
CarolSlream, illinois 60197-4004 NlInber.
Agrvemont
Date:
GOVERNMENTAL ENTITY
Complete Losal Namo
'- C"CUSIom.~1
"
THIS ADDENDUM WILL BE OF NO FORCE OR EFFECT IF THE CUSTOMER IS NOT fl.
STATE OR A POLITICAL SUBDIVISION OF A STATE WITHIN THE MEANING OF SECTlOI'
103(C) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
The Customer warrants that it' has' funds available to pay the lease payrrient~ ("Payments":
payable pursual')tto the lease ,agreement (the "Agreement") between Customer and CFS untl
the end of Its current appropriation period and warrants that It presently intends to make
Payments in each appropriation period from now until the end of the Agreement. The officer (1'
the Customer responsible for preparation of Customer's annual budget shall request from Itl
legislative body or funding authority funds to be paid to CFS under the Agreement. I"
notwithstanding the making In good faith of such request in accordance with appropriatE
procedures and with the exercise of reasonable care and diligence, such legislative body 01 '
funding authority does not appropriate funds to be paid to CFS for the Equipment, Customel
may, upon prior written notice to CFS, effective upon the exhaustion of the funding authorizec
for the then current appropriation period, return the Equipment to CFS, at Customer's,expense
and in accordance with the ,A.greement, and thereupon, Customer shall be released of it~
obligations to make Payments to CFS due thereafter, provided: (1) the Equipment Is,retumec,'
to CFS as provided for in the Agreement, (2) the above described notice states the failure 01 .
the legislative body or funding authority to appropriate the necessary funds as the reason for
cancellatIon; and (3) such notice Is accompanied by payment of all amounts then due to CFS.
In the event Customer returns the EquIpment pursuant to the terms of this Addendum and the
Agreement,CFS shall ret,aln all sums paid by Customer. Customer's Payment obligatiol)s
under this Agreement In any fiscal year shall constitute a current expense of Customer for
such fiscal year, and shall not constitute indebtedness or a multiple fiscal year obligation 01
, Customer under Customer's stete constitution, state law or home rule charter. Nothing In this
Agreement shall constitute a pledge by Custom'er of any taxes or other monies, otherthanas
appropriated for a specific fiscal year for this Agreement and the Equipment.
"
The undersigned represents and warrants to CFS that all acllonrequired to authorize the
execution and delivery of this Addendum on behalf of the above referenced Governmental
Entity by the following signatory has been duly taken and remains In full force and effect. CFS
may accept a facsimile copy of this Addendum as an original for all purposes,
ACCEPTED
Canon Financial Services, InC.
By
Title
Oat.
Customer
Ely
PM ntad Name
TiUe
-c-
CFS-2020 (11/04)
UEXHIBIT j ~(~ ,
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01/20/2006 16:42 FAX 3172416544
COpyCo
~003
Canon
Canon FInancial Services, Inc.
AGREEMENT ADDENDUM
PERSONAL PROPERTY TAX
I Customer:,
I Agreement
Number.
. \
z.
'.
this Addendum ("Addendum") is made a Part of the above mentioned Agreement
("Agreement"), as of the date set forth below, by and between the above mentioned Customer
("Customer'1 and Canon Financial Services.lnc, ("CFS") pursuant to which Customer is or
shall become the lessee of certain Equipment (as defined In the Agreement). CapltSlized
terms used but not defined will have the same meanings assigned to them in the Agreement.
1. Notwithstanding the paragraph ''TaxeS; Other Fees and Charges" of the Agreement, In
consideration of CFS waiving Customer's obligation to reimburse CFS for state and local
personal property taxes OIl the Equipment. Customer agrees to pay CFS the inCl'eased
monthly payment set forth In the Agreement. Customer remains responsible for all other
taxes, flnes or penaltieS relating to the Agreement or the Equipment. ,
2. This Addendum supplements and amends the Agreementonly to the extent and in the
manner set forth, and In all other respects the Agreement remains in full force and effect.
ACCEPTED AUTHORIZED CUSTOMER SIGNA'r1JRE
canon FinancIal Services, Inc. Customer.
By: By: ,
Print Name:
Print Name:
lltIe:
Date: ,Tille: ' - ....
CFS-112.1 (OSID4)
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