Gordon Flesch Com/DOCS/copier Gordon Flesch Company, Inc.
DOCS -2013
Appropriation if 43-530-04: P.O.#26607
Contract Not To Exceed $644.86 Quarterly.plus per page copy cost. for total of$3185.00 per annum
AGREEMENT FOR LEASE OF GOODS AND SERVICES
Dc^? •
THIS AGREEMENT FOR LEASE 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 Gordon Flesch Company, Inc., an entity duly authorized to
do business in the State of Indiana ("Lessor").
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT, ACCEPTANCE:
Lessor 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 lease the goods and/or services (the "Goods and Services") from Lessor using City budget
appropriation number 43-530-04 funds. Lessor 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 Lessor estimates that the total price for the Goods and Services to be provided to City hereunder
shall be no more than Three Thousand One Hundred Eighty Five ($3,185.00) per annum for the life
of the lease (the "Estimate"). Lessor 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
Lessor for such Goods and Services within sixty (60) days after the date of City's receipt of Lessor's
invoice detailing same, so long as and to the extent such Goods and Services are not disputed, are
in conformance with the specifications set forth in Exhibit A, are submitted on an invoice that
contains the information contained on attached Exhibit 13, and Lessor has otherwise performed and
satisfied all the terms and conditions of this Agreement.
3.2 Lessor agrees not to provide any Goods and Services to City that would cause the total cost of the
Goods and Services provided by Lessor to City hereunder to exceed the Estimate, unless City has
previously agreed, in writing, to pay an amount in excess thereof.
4. WARRANTY:
Lessor expressly warrants that the Goods and Services covered by this Agreement will conform to
those certain specifications, descriptions and/or quotations regarding same as were provided to
Lessor by City and/or by Lessor to and accepted by City, all of which documents are incorporated
herein by reference, and that the Goods and Services will be delivered in a timely, good and
workmanlike manner and free from defect. Lessor 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 Lessor based upon City's stated use and are fit and sufficient for their
particular purpose.
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. Gordon Flesch Company, Inc.
DOCS - 2013
Appropriation#43-530-04: P.O.#26607
Contract Not To Exceed $644.86 Quarterly, plus per page copy cost, for total of$3185.00 per annum
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.
6. DISCLOSURE AND WARNINGS:
If requested by City, Lessor 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, Lessor 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:
Lessor 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 Lessor 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 Lessor's sole cost and expense.
8. DEFAULT:
In the event Lessor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Lessor'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
(1) terminate all or any parts of this Agreement, without liability to Lessor; and (2) exercise all other rights and
remedies available to City at law and/or in equity.
9. INSURANCE AND INDEMNIFICATION:
Lessor 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
Lessor 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 Lessor'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. Lessor 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. Lessor 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 Lessor's
provision of Goods and Services pursuant to or under this Agreement or Lessor's use of City property.
Lessor 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
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, Gordon Flesch Company. Inc.
DOCS -2013
Appropriation #43-530-04: P.O. #26607
Contract Not To Exceed$644.86 Quarterly, plus per page copy cost, for total of$3185.00 per annum
fees, and other expenses, caused by any act or omission of Lessor and/or of any of Lessor's agents, officers,
employees, contractors or subcontractors in the performance of this Agreement. These indemnification
obligations shall survive the termination of this Agreement.
10. GOVERNMENT COMPLIANCE:
Lessor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be applicable to Lessor's performance of its obligations under this Agreement, and all relevant
provisions thereof are incorporated herein by this reference. Lessor 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.
11. NONDISCRIMINATION:
Lessor 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. E-VERIFY
Pursuant to I.C. § 22-5-1.7 et seq., Company shall enroll in and verify the work eligibility status of all of its
newly-hired employees using the E-Verify program, if it has not already done so as of the date of this
Agreement. Company is further required to execute the attached Affidavit, herein referred to as Exhibit D,
which is an Affidavit affirming that: (i) Company is enrolled and is participating in the E-verify program, and
(ii) Company does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference,
and in its entirety, attached Exhibit D. In support of the Affidavit, Company shall provide the City with
documentation that it has enrolled and is participating in the E-Verify program. This Agreement shall not take
effect until said Affidavit is signed by Company and delivered to the City's authorized representative. Should
Company subcontract for the performance of any work under this Addendum, the Company shall require any
subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ or contract with
any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E-verify program.
Company shall maintain a copy of such certification for the duration of the term of any subcontract. Company
shall also deliver a copy of the certification to the City within seven (7) days of the effective date of the
subcontract. If Company, or any subcontractor of Company, knowingly employs or contracts with any
unauthorized aliens, or retains an employee or contract with a person that the Company or subcontractor
subsequently learns is an unauthorized alien, Company shall terminate the employment of or contract with
the unauthorized alien within thirty (30) days ("Cure Period"). Should the Company or any subcontractor of
Company fail to cure within the Cure Period, the City has the right to terminate this Agreement without
consequence. The E-Verify requirements of this Agreement will not apply should the E-Verify program cease
to exist.
13. IRAN CERTIFICATION.
Pursuant to I.C. § 5-22-16.5, Lessor shall certify that in signing this document, it does not engage in
investment activities within the Country of Iran.
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• Gordon Flesch Company, Inc.
DOCS-2013
Appropriation#43-530-04: P.O.#26607
Contract Not To Exceed$644.86 Quarterly, plus per page copy cost. for total of$3185.00 per annum
14. 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.
15. NON-ASSIGNMENT:
Lessor 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.
16. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Lessor 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 Lessor
under or pursuant to this Agreement.
17. 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.
18. 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.
19. 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 AND Douglas C. Haney, City Attorney
One Civic Square Department of Law
Carmel, Indiana 46032 One Civic Square
ATTENTION: Mike Hollibaugh Carmel, Indiana 46032
If to Lessor: Gordon Flesch Company, Inc.
9200 Keystone Crossing, Suite 100
Indianapolis, IN 46240
Telephone: 317-489-0470
E-Mail: pritchie@glesch.com
ATTENTION: Patrick Ritchie
Notwithstanding the above, notice of termination under paragraph 19 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.
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Gordon Flesch Company. Inc.
DOGS -2013
Appropriation#43-530-04; P.O. #26607
Contract Not To Exceed$644.86 Quarterly,plus per page copy cost. for total of$3185.00 per annum
20. TERMINATION:
20.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to
Lessor, immediately terminate this Agreement for cause, in the event of a default hereunder by
Lessor 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, Lessor 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.
21. 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.
22. ADDITIONAL GOODS AND SERVICES
Lessor understands and agrees that City may, from time to time, request Lessor to provide additional goods
and services to City. When City desires additional goods and services from Lessor, the City shall notify
Lessor 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 Lessor'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 Lessor, in
writing, to provide such additional goods and services, shall such goods and services be provided by Lessor
to City. A copy of the City's authorization documents for the lease of additional goods and services shall be
numbered and attached hereto in the order in which they are approved by City.
23. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2013 and shall,
on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless
otherwise agreed by the parties hereto.
24. 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.
25. 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.
26. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Lessor.
27. 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.
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, Gordon Flesch Company. Inc.
DOCS -2013
Appropriation#43-530-04: P.O. #26607
Contract Not To Exceed $644.86 Quarterly, plus per page copy cost, for total of$3185.00 per annum
29. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Lessor 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.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA Gordon Flesch Company, Inc.
by and through its Board of Public
Works and Safety
By: By: 1_ 14/L._
James Brai ard, Presiding Officer Auth rized' . na ure
DtO
Sf i S. S6ctiee/\
Printed Name
M ry Ar urke, M�mber _ p
Date: �� 1-17 /� Dfwn el� ►MgJVakcy Csnd<<,�aft� 5>
/�j Title
Lori S. Wat , M ber FID/TIN: 39 -0'P� 3 , 2-
Date: y 11113
Last Four of SSN if Sole Proprietor:
ATTEST:
�� / •i4 Ii . Date: L} - °I - IS
�J L uJ
liana Cordray, l lit C, Clerk-Treasurer
Date: Ll"l7-/_j
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• GORDON FLESCH® PROPOSAL
c o M P A N r INC Prepared especially for:
City of Carmel, Indiana
.:RECOO MIMIEiNDATIOO N
(New) Sharp MX-3140N ,
Copy, Print, Fax, and Scan • �== =TT 7
31 ppm in Black &White and Full Color I�
100-Sheet Reversing Single-Pass Automatic Document Feeder
One 500-Sheet Paper Drawer [ [YJ
2,500 Sheet Tandem Paper Drawer
100-Sheet Bypass
320 GB Hard Drive a c w
..A;
7" Color LCD Touch Screen with Stylus &
Retractable Keyboard
Saddle Stitch Finisher � -
Automatic Duplexing
PS3 Network Printing
One Seat License of SharpDesk OCR & Scan Management Software
(converts scanned documents to editable Word documents)
Security Features incl: Group Account Management, 256-bit Data Encryption, Data Overwrite
Protection, Confidential Printing, IP/MAC Address Filtering, Port Management, and EOL Data Erase
60-Month $1.00 Buy-Out Lease Payment: $214.961 Month
Toner Inclusive Maintenance Agreement
All Black and White images will be billed at $.005 per image. SHARP
All Color images will be billed at $.043 per image.
Toner Inclusive Maintenance Agreement covers all parts, labor, emergency calls, travel time, mileage, regular
inspections, preventative maintenance, equipment modernization, drum replacement, free loaner equipment and
replacement guarantee.
Network Consultation, Installation and Support
Network Connected Installations include the services of the GFC Systems Engineering and Analyst Team to
manage System integration and training as well as unlimited free access to our Technical Support Center.
Delivery, Installation, Start-Up Supplies and Training �+ Included
Pricing valid for 30 days. Exhibit 4 r
1 O
Page 5_April 4, 2013 (Pre-Tax) TECHNOLOGY THAT WORKS. PEOPLE WHO PERFORM
Information herein is proprietary and confidential to Gordon Flesch Co. Inc. (GFCI)and shall not be used or disclosed without prior written consent of GFCI.
GGORDON FLESCH®
imageCARE `MasterAgreement eGFC LEASING
C O M P A N Y, I N C .
Team-ham,that works.Peoole who Port ono Agreement Number: A division ol the Gordon Flesch Company
;.Customer(`You'or 'Customen)•4 Date Written: 4/9/13
City of Carmel, Department of Community ❑ Proprietorshi
Lisa Stewart p ❑Association ❑Partnership
Full Legal Name Contact Name El Municipality ❑Corporation ❑LLC
One Civic Square Carmel IN 46032
Address City State Zip
(317)571-2441 Istewart@carmel.in.gov Federal ID# 35600972
Phone E-mail
THIS AGREEMENT CONTAINS THE TERMS BETWEEN THE GORDON FLESCH COMPANY,INC.dhla GFC LEASING("GFC")AND YOU("you"or"Customer")AS SET FORTH HEREIN ON PAGES 1 AND 2 OF THIS AGREEMENT,
PLUS MI TERMS INCLUDED IN EACH ACCEPTANCE SUPPLEMENT WHICH REFERENCES THIS AGREEMENT("Supplement"),WHICH YOU ACKNOWLEDGE YOU HAVE HAD THE OPPORTUNITY TO READ. This Agreement and
all Supplements executed and delivered with this Agreement and anytime thereafter,shall be collectively referred to herein as the"Agreement" By signing this Agreement,you agree to the terms herein plus any and all Supplement(s)executed
and delivered by you now and in the future. Each Supplement shall be in a form prescribed by GFC and.upon execution by GEC shall constitute a part of this Agreement to the same Sent as if the provisions thereof were set forth in lull in this
Agreement. The terms"Agreement","hereon,`herein',and"hereunder,shall mean this Agreement together with each Supplement,schedule and rider. GFC and you agree that a facsimile,scanned and/or e-mailed or otherwise reproduced
signature on this Agreement shall be a binding signature and carry the same legal force as an original signature-The term of this Agreement for each Supplement shall commence on the"Commencement Date"specified in the Supplement and
shall continue for the Term set loch in such Supplement. This Agreement may be executed in counterparts.which collectively shall be deemed one Agreement.THIS AGREEMENT IS NON-CANCELABLE BY YOU FOR THE TERM AND
REGARDING THE GFC EQUIPMENT AND CUSTOMER EQUIPMENT INDICATED ON EACH SUPPLEMENT.
AGREED to by the parties hereto as of the Date executed by GFC below.
BOR� N F�ESC C N INC. CUSTOMER:
! N/,Ip,J�,d�l The undersigned affirms that he/she is duly authorized to execute and deliver this Agreement on behalf of Customer.
By: By:
uthonzed Si enure
Name/Title: e_c r C+r1 f lC1 Date: L j °--13 Name/Title: Date:
�J Witness:
SECTION 1- including all replacement pads and accessories which shall become the sole property of GEC. You shall not make
1.1. EQUIPMENT. It a particular Supplement includes GEC Equipment(as defined herein),GFC hereby rents or any alterations.additions or improvements of any kind to the GFC Equipment without prior written consent of GFC.
leases to you as lessee as the case may be,the items of personal property,including all pads.additions,repairs and However.it so authorized,any such alterations,additions,or improvements shall become property of GFC unless
accessories incorporated therein and/or affixed thereto,and software,embedded or otherwise,and software licenses otherwise provided herein.
(collectively,the'GEC Equipment)descnbed in the Supplement(s)executed and delivered by the parties hereto 1.5.INSURANCE. During the term of this Agreement,you shall keep the GFC Equipment insured.at your expense,against at
pursuant to the terms of this Agreement. The software,embedded in the GFC Equipment or otherwise,and software rake of loss or damage Ior the full replacement value thereof and shall carry pubic labihy insurance covering the GFC
licenses are also separately referred to herein as the'Software" You shall also relinquish to GFC all Software subject Equipment.
to the expiring Supplement and you shall not retain any copies of such Software. Prior to your return of any such GFC 1.6.LOSS AND DAMAGE. You shaft bear the entire risk of loss,theft or damage to the GEC Equipment and no such event
Equipment,you shall remove any and all data stored in the GEC Equipment from and after the date of the applicable shag relieve you of the obligation to make payments or of any other obligation under this Agreement.
Supplement, including data regarding you and your customers(collectively,the'Stored Data"),and you hereby t2.OTHER DOCUMENTS. II at any time a transaction subject IP the Agreement shall be construed to be a secured
authorize GFC to remove any such Stored Data notwremoved by you. You shall assume liability for and indemnify transaction or a conditional sale,the Agreement shall be deemed to be the security agreement or conditional to sale contract.and
and hold GFC harmless against all claims,losses,costs,expenses,damages,penalties and liabilities arising from or GFCsingllto Vents shdinggmstart re tyn tteedebtoru'ment.sn,you authors You consent
to to GFCdugorsemere
financing governmental showing deemed interest in they G C. Neer and you authorize GFC to fa Of record Ns Agreement
t
pertaining to your failure to remove such Stored Data from he returned GEC cEquipment.1 ff In the event GFC soh the t thereat, any provisions of this igre m GFC. Nether the fang cf said dgment statements,GP,o a you that is
lempoELEbans to you GFC MENT. Yo sackGFC Equipment uhhate elect to Section
willoe1ct)1the type,size, transaction Nmubjcot any errAitiite 2 or NsAgreementshall constitute neral acknowledgment by either GFC or you that This
1.2. SELECTION OF EQUIPMENT. You acknowledge that you have selected(or will select)the type,size,design, Varsadbn osrbjecuo either Adole2or Article eolthe Uniform Commercial Code(•uCC).
capacity,quantity,manufacturer,model and supplier of the GFC Equipment referred to in each Supplement on the
basis of your own judgment and expressly disclaim reliance on GEC. GFC agrees to purchase the GFC Equipment SECTION 2-imageC ARE SERVICE OF GFC EQUIPMENT/CUSTOMER EQUIPMENT
from a supplier but assumes no liability in connection with the GEC Equipment or delivery. Delay in delivery of the 2,1.MAINTENANCE,REPAIRS AND SUPPLIES. If you have selected maintenance services la GEC Equipment or for
GFC Equipment shall not affect the validity hereof. You shall inspect the GFC Equipment and provide GFC with equipment that is used by Customer bin a not GEC Equpment(Customer Equipment')pursuant to a peneular Supplement
written notice specifying any claimed defect or omission within five(5)business days of delivery. If you do not timely GFC wet provide maintenance servce and repairs ("servce a"unayeCARE Service') la such Equipment ("Serviced
provide such notice,you acknowledge that you accept the GEC Equipment and are satisfied that the GFC Equipment Equipment')located within a GFC service area,and covered by this Agreement,as reasonably necessary,in GPO's sole
is in good condition.
discretion,to maintain the Serviced Egrgtment in good working condition during the applicable term and any extension thereof.
1.3. SECURITY DEPOSIT,LOCATION,RIGHT OF INSPECTION AND PERSONAL PROPERTY. The security At your request.GFC will provide additional Service on any such unit of Serviced Equipment at GEC's then prevailing rate Io
deposit set forth in any Supplement shall be held by GFC and does not earn interest unless required by law. It you any of theservicedalknptcawecue service agreement.ie.repWand parts replacement t caat kereconditioning se eed Equipment
default any of the ory per Equipment on,GFC normal service.to y.uacn t paint needed err epans,,ch cone of Serviced addition npmem
retairuch damag , neou shall Equetoelh scanty pros mayapprytheo(2(buinessdty curdmandbyGo. cargesproviod forihecI you GFCsaguthoreyouayet such work GEC may reins,which provide be in additione the
repair such damage,ee,and youthreAtgre the t,any security iefoswield by (2).business in daysofoemand by GEC. changeservieed it herein.prl IfyouuocotEC'snorand pay tershohs. I GFCeeryed Egtomentt is not made available la All
applied the eto t eau lance td prepay r this Aeet any henuyioy havesit et a by GFC,ent io GFCA re a en t ason,he re rvic Service lac be pofamed on th GFC s normal t theetie GE. s the Serviced Equpmenl a td rrade m Se vic es.
ex to the balance due of under this Agreement.eu When t,a y re met all requirements dep of this shall beeement ds of the then aft rt tie locices Indicated on the ly elms you our the time ee wit service bnd fin any c h c to perform o request
In theehvnnr you elect to prpa Whist laeemet aryl seen oderosithelgyeGEC.deport Cbeletdrneetoyou. Services. the Service prowillbpursuanrto any upon your request dTcore:Itonoet rebind pans aysucecase No tail other than
a the event you lance to prepay this Agreement.any security Equipment neat by GFC,may in GEC's at he place G be normal u Service provided Equipment,to ice Agree but not does not saver',II)G servce of pails Sdai'y au houses other than
in talle i.and balance due under this without G E.'sp GFC written c est nl all limes shall have e located th at the enter GFC real use e.the war,Serviced ,eipment including, but s,weather to acts of Goo,acts ol civil a mmea :non ol nautroment
installed u.and shall not be moved without GEC's prior written consent. GFC shall have the rgN to enter your requirements war,riots,fires,f devices, earthquakes,weather smee conditions.goods,InaaFC. or e of electrical of ereNhorr ale
premises to inspect the GFC Equipment and observe its use from time to time. You shall promptly notify GFC of any software,pans,attachments a devices,service performed by someone other than GFC.allure of electrical pourer a au
notice of any attachments or other judicial process enacting the location of,title to and/or the right to possession of the
conditioning.and(2)unless othemie paMad herein.expendable consumable soppy hens such as copy paper or loners.
GEC Equipment. The Equipment is.and shell at all times remain,personal property notwithstanding that the GFC GFC shall not be responsible for aline to tender Service due to acts ol God,acts of civil or military aahaity,embargoes,
epidemics,government requirements war,riots,fires,explosions,earthquakes,weather conditions,floods salve a other labnt
Equipment may become,in any manner Aced to,imbedded in,or permanently attached to real properly or any dispute,or unavailability of maferok aaUa components and other causes beyond GEC's control. Pans to be furnished will be
building thereon. on an exchange basis and will be new pans or pans warranted to perform as new when installed in the Serviced Equipment.
1.4.TITLE,USE AND ALTERATIONS. Except as otherwise provided herein.GEC holds title to the GFC Equipment, GFC shall not be responsble for damage that occurs or Service requied in connection whh the Serviced Equpmenl due to your
except any Software,and you shall have no interest or claims thereto or therein. However,unless you are in default, failure to provide a clean and wooer operating environment,including temperature and humidity,laihre to operate the Serviced
you shall have the right to possession of the GFC Equipment during the term of this Agreement. You shall affix and Equipment in accordance with manutactureis recommendations,neglect,mouse,intentional acts or negligence by you a
maintain any identifying markings on the GFC Equipment indicating that the GFC Equipment is the property of GEC. anyone other than GFC.Service shall not include electrical work external lo the Serviced Equipment or any third party software
If you elect the$1.00 Buyout End of Supplement Option("Dollar Buyout Option')for GFC Equipment described in one or programming unless specifically provided herein.Any obligation ol GFC to provide replacement pans is caditoned upon the
or more Supplements,and you are not otherwise in default under this Agreement,you shall,upon the expiration of availability of the parts Irom the original equipment manufacturer. In the event that replacement pans are no longer readily
each Supplement to this Agreement Ior which the Dollar Buyout Option is elected,purchase the GFC Equipment avaiabie from the original manufacturer 10(a particular piece of Serviced Equpmenl,GFC shall be released from its Service
subject to the Dollar Buyout Option for one dollar($1.00)and will thereupon take the to such GEC Equipment. In obligations Matra pursuant to this Agreement. If you are in delaud puesuanl to this Agreement,GEC may refuse to continue
consberation for GFC permitting you to choose the Dollar Buyout Option for particular GFC Equipment,and in the to gadded Serves for the Serviced Equpmea GFC may terminate the Service component of Na Agreement la Serviced
event this Agreement is deemed a conditional sales agreement with respect to such GFC Equpnranl.you hereby Equipment subject to a Supplement at any lire by giving you Miry(30)days print written notice.This section shall not apply to
grant to GFC a security interest in and to such GFC Equipment effective as of the date of the epplcable Supplement Sofas e. The level the of Service,if any,licabl et by GFC lot Equipment units of GFC r Equipment and Cuoama Equipment shay
he as Csalloch intLE SUPPLY VARANCES.StasardsfoCourtner and gCufl be based on put.
to secure nt,such his due C Equipment under.t If n the Dollar Buyout Option is not selected subject Ib cat GFC r opii n, 1 wbjetdo o 2,2,CONSUMABLE p pePPeY xclu ed unle. exprersl fst you maw usage wSupplement bash a pEquipme vacua ctete.Staples,
purchas eth such Egui Egeitmeal it Mar et Vl/amain Gso sole termne G .your opinot tl selected,nor lax cartridges and paper are handld unless expressly stated in a pot t'es Anttoner a Edges pre idesubject GEC f You
purchase the GFC Equipment subject at Fair Market Value as GEC n determined by GFC. GFC is not the S owner trot shat pay la all shipping and new,re g cats associated with ed. supplies.y Any loser pamiexe exceed the pu b!e y Ill IM
licensor y my ien re f any S ff Nrs pursuant l and Got has'm ode doe tot co servce el Ne boftware. A aerviced a ppme o moue Se new,rerreMa nt by m re tmwse percenit your use of atypic ay w she published ddlds for
shfttlh t by r the licensor you o of any Software pursuant.o any Software license does not constitute, of t a ermua and GFC and a particular es piece of the Serviced es Ica such a more than ten You percent provi you agree PO to pay when invoiced,phi s additional
ol thinotrekmeyoupt'youroo the GP Equipment shall apply modified ft this sGFCadof the terms that cSftware poses at GEC's curtest rates lasmrexcess usage.
any uustall d pwtduo term an inventory of taygleemeit tithe
d this Agreement applicable to the GFC Equipment shallapply to the Software. GFC and you agreethattie Software possession CEOepenGFC'e request.i II oiceoo aed yonlhltaa EC 10(stlhunuse upon termination Na Agrsenant .either
is subject to this Agreement,notwithstanding any provisions to the contrary in the Uniform Commeraal Code. You Patty
reservethe right to invoice No and you shall pay GFC WSUChunused supplies at GFCsthen curertl rates.
shall maintain in good and working order an GFC Equipment subject to a Supplement that does not include Service,
A3 of 5 Rev.08 312011
•
SECTION 3-GENERAL PROVISIONS 3.11. NO AGENCY. You acknowledge and agree that nether the manufacturer, nor the suppler,our any salesman,
3.1. PAYMENTS AND METER READINGS. You shall pay GFC the payments when due,as set lath in each Supplement, nepesentalbe or other agent ol the manulacluter or supplier is an agent of GFC. No salesman,representarre or agent of the
every calendar month,quarterly or other as selected therein,until all such payments have been made.including any and all manufacturer or supplier is authorized to waive or alter any term or condition of tha Agreement,and no representation as to the
charges per image,al the applicable fee per image lot each black&where or color image. GFC will Awoke you for image Equipment or any other matter by the manufacturer or supplier shall in any way affect your duty to make Payments and perform
charges,which may be in at tears,based on meter readings. All payment obligations herein are collectively referred to as the your ablgalons as set forth herein.
`Payments' Payments shall be made in advance and sent to GFC at P.O.Box 2290 Madison,Wisconsin 53701.or as
otherwise designated by GEC In wiling.You shalt also pay a prorated amount for any partial monthly billing period based on a
30-day month and the number of days between the Commencement Date and the day of the first lull billing period for each
Supplement You acknowledge that GFC may install certain hardware or Software on your computer,compeer network and/or
other office equpment. You acknowledge that a is advisable and is your sole responsibility to use virus protection solware on
all computer equpment and back up all data on your compute!equipment that you deem necessary,prior to CFCs installation
of the GFC Equipment and Software and servicing of the GFC Equipment and Customer Equipment. In the event any dale is
lost or connoted at any time.a shall be your responsbilty to restore such data el your sole cost. Al GEC's option,you will
provide actual meter readings upon DEC's request by:(a)telephone or facsimile;(b)automatic meter reading device attached
to the GEC Equipment and Customer Equipment:or(c)any other method which GFC requests.GFC may estimate the number
of images produced by you in any penciller Gong period if you do not provide GFC with meter readings wake seven(7)days ol
GEC's request. GFC may audit any automatic meter reading device flan time to time. Annually,GFC may increase the Base
Payment.the Fee per Image for each image type and the Charge per Image for Overage.Toner prices are subject to change.
3.2,DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY. GFC MAKES NO WARRANTIES,ORAL OH
WRfTTEN, EXPRESS OR IMPLIED AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION,
WARRANTIES AS TO THE CONDITION,QUALITY,CAPACITY,WORKMANSHIP, MERCHANTABILITY,DESIGN OR
OPERATION OF THE GFC EQUIPMENT,INCLUDING SOFTWARE,AND FITNESS FOR ANY PARTICULAR PURPOSE,
ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY YOU. YOU SHALL HAVE THE BENEFIT OF ANY
MANUFACTURER'S PROMISES AND WARRANTIES TO THE EXTENT SUCH WARRANTIES APPLY TO YOU GFC
SHALL NOT BE LIABLE TO YOU FOR ANY LIABILITY,CLAIM,LOSS,DAMAGE OH EXPENSE OF ANY KIND OR
NATURE CAUSED DIRECTLY OR INDIRECTLY BY THE GFC EQUIPMENT,BREACH OF WARRANTY OR CONTRACT,
NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY. GFC'S PAYMENT AMOUNTS FOR THE GFC
EQUIPMENT REFLECTS THE ALLOCATION OF RISK AND LIMITATION OF LIABILITY CONTAINED HEREIN. IN NO
EVENT SHALL GFC'S LIABILITY TO YOU,WHETHER IN CONTRACT,TORT(INCLUDING NEGLIGENCE),BREACH OF
WARRANTY OR PURSUANT TO ANY OTHER LEGAL OR EQUITABLE THEORY,EXCEED THE PAYMENTS MADE BY
YOU TO GFC PURSUANT TO THIS AGREEMENT DURING THE TWELVE(12)MONTH PERIOD IMMEDIATELY PRIOR TO
GFC'S RECEIPT OF YOUR CLAIM. GFC may assign to you all rights GFC may have with respect to any manufacturer's
warranty relating to the GFC Equipment You authorize GFC to add to each Supplement the serial numbers of GEC Equipment
and Customer Equipment subject hereto,
3.3,OPERATION OF EQUIPMENT,INDEMNIFICATION. You shall um the GFC Equipment and Customer Equipment in a
careld and proper manner,only in the normal course of your business and comply with all laws,ordinances and regulations
/eating to d,and manufacturers recommendations relating to proper use and the environment,including temperature and
humid'Ay specifications,in which A is kept. You assume all risks and liability for the GEC Equipment and Customer Equipment
and for the maintenance(unless otherwise provided herein),use,possession,operation,storage and condition thereol,and for
injuries or death resulting to any persons and damage to any property or loss or corruption of data arising there from, You
further agree to assume liability for,and to indemnity and hold GFC harmless against,all claims,losses,costs,expenses,
damages,penalties and liabilities adsirg horn Of pertaining to the manufacture,purchase,financing,assembly,installation.
ownership,delivery,rejection,nondelivery.possession,use,transportation,storage,operation,maintenance,repair,condition.
or return or other dsyosoion of the GFC Equpment and Customer Equipment.and data loss or corruption,together wah all legal
lees and expenses incurred by GFC in connection with any liabilf y asserted against A. The agreements and indemnities in this
section shall survive the expiration or earlier termination of this Agreement.
3.0.TAXES AND LIENS.You shall pay when due,all fees and taxes(Sliding but not limited to,personal property tax,sales
OF um lax),which are imposed in connection with the GEC Equipment.Service and supplies.and you shall keep the GFC
Equipment tee from all liens and encumbrances. In addition,you shall pay GFC on demand,interest at a rate equal to the
lesser of 1.5%per month or the highest legal rale permitted on lax that GFC remits in connection with the commencement of a
particular Supplement. To the extent Ihe Stale of Illinois or any other governmental entity in Illinois,assesses or otherwise
imposes any of such laxes and lees regarding GEC Equipment,or otherwise arising from this Agreement,you shall reimburse
GFC for such sums upon demand.Any duplication of such payments by GFC and you shall be your responsbUAy.II any of the
GFC Equipment is subject to the Dinar BWDIA Option,you shall report such GFC Equipment for purposes of personal property
taxes,
3.5.DEFAULT AND CROSS DEFAULT.If you fail to pay any amount herein when it is due and payable,Of fail to timely
perform any other obligation as required herein,or if you suspend business,become insoNenl,enter into or pelhnn for a
creditors'arrangement,or it a receiver is appointed for any of your property,or it you a Guarantor ahal sutler an adverse
ratetal change in your or Guaramoi s financial condition from the date hereof,and as a recut DEC deems used lobe insecure,
or I you shat be in default under any other agreement with GFC,you shall be in default pursuant to this Agreement and any
other agreements with GFC,and the Accelerated Payment shall become irtmedalely due and owing and GFC shah have all
rights and temedas available to',including but not limited to,the right to exercise any one or more of the blowing remedies:(p
lake postee aim of the GFC Equgmenl,including the Software,and your right to possession and use shah terminate;(ii)sell or
lease the GFC Equipment at public or private sale:(iii)terminate your right to possession as to any or all dews ol the GFC
Equipment(irv)terminate this Agreement. In the event GFC terminates this Agreement,or your right to poemedon ol some or
all of the GFC Equpment,you shall remain fable to GFC for the Accelerated Payment less the net sale on lease proceeds
realized by GFC from the GFC Equipment All tights and remedies of GFC shall be cumulative and in addition to every other
right and remedy available to GEC.You and Guarantor,in addition to the Accelerated Payment and all other amounts,agree to
pay all reasonable anonneys fees,costs and expenses incurred by GFC easing horn your default,You hereby waive all existing
and future claims and offsets against any Payments due hereunder.and agree to pay all amounts due hereunder regardless of
any such claim.
36,NON-WAIVER AND NON-CANCELABLE. No covenant or cadtion of this Agreement can be waived except by the
written consent of DEC. Forbearance or Surgeries by GFC in any regard shall not consume a waiver of your obligation to
perform the covenant a condition,and unto you ccmplmely perform said covenant on condition.GFC that be eddied to invoke
any remedy evadable In GFC under INS Agreement or by law or in equity.This Agreement is irrevocable by you for the full ter m
hereof and until you have paid all Payments and other charges herein required,even it your right to possession of the GFC
Equpment has terminated,or because the GEC Equipment has been repossessed,or for any other reason Payments shall not
abate during to term of any Supplement subject hereto Inn any reason,Notwithstanding anything herein to the contrary,it
Customer is a municipality OF other governmental inlay,and funds are not appropriated for any portion of the term of a
Supplement subject to this Agreement.Customer may terminate this Agreement with respect to such Supplement al the end of
the time period for which funds have been appropriated.
3.7.ASSIGNMENT,NOTICES AND MODIFICATION.You shall not(a)assign,transfer,pledge or hypothecate this Agreement
or the GFC Equipment.or(b)sublet or rent the GFC Equipment or permit the GFC Equipment to be used by anyone other than
you or your employees. GEC may assign this Agreement or a portion thereof,and the assignee shall be castled to all of the
tenets of Ihis Agreement. Service of all notices under this Agreement shall be sufficient it given personaly or mailed to the
party imdved at respecrae address herein,or at such address as such parry may provide in carting tan time to time. Notice
shall be deemed delivered and elfeclNe:(a)in the cam of personal delivery.on the dale when personally delivered;(b)in the
case of maa,on the date when deosied in the United States mail.duly addressed sth first class postage to affect such
delivery;or(c)in the case of electronic tad g,on the date when sent by DEC. Nether this Agreement nor any Supplement
schednae OF rider can be modified Of amended except by written agneemere signed and currently dated by the parties hereto.
3,8.MISCELLANEOUS. Time is of the essence regarding this Agreement and its provisions. This Agreement shall be
governed by and construed in accordance with the internal laws of the Slate of Indiana.
39, BUSINESS PURPOSE,SUCCESSORS AND SEVERABILITY. You represent and warrant to GFC that the GEC
Equipment will be used primarily(50%a more)for business or commercial purposes. This transaction is not primarily for
personal,family,household or agrcuhural purposes.This Agreement shall be bddirg upon and inure to the benefit of the heirs,
administrators,successors and assigns of the padres hereto. If any portion of this Agreement is deemed invalid,A shall not
affect the balance of the Agreement.
3,10,FURTHER ASSURANCES.You wR,al your expense.promptly and duty execute and detber to GFC such further
decurnens and assurances and take such further action as requested by GFC to carry out the intent and purpose of this
Agreement Your full legal name,address,state of organization and staleassgned organizational number,if any,are provided
herein. You shall nobly GFC n eefig at least thirty(30)days prior to any change In your legal name,address,slate ol
aganizafot,Of change in your state-assigned organization number,
A 3 eJ 5 Elev,Qaslo011
eGORDON F L E S C H® imageCARE®Master Agreement G F C L E A S I N G
C O M P A NY, I N C . Acceptance Supplement A division of the Gordon Flesch Company
Technology that works.People who perform.
Master Agreement#: Supplement#: Supplement Term: 60 Commencement Date:
This Acceptance Supplement("Supplement")is executed and delivered by the Gordon Flesch Company, Inc.,d/b/a GFC Leasing ("GFC")and
City of Carmel - Department of Community Service ("Customer"or"you"), pursuant to and in accordance with the imageCARE
Master Agreement(the"Agreement")between you and GFC,which is made a part of the Agreement,the defined terms therein being used herein with their
defined meanings.
Federal ID#: 356000972
First Payment Due Date: Payment and Meter Read Frequency: ❑ Monthly n Quarterly ❑ Other Security Deposit: $
imageCARE Program(please check all applicable)
GFC Equipment ❑GFC IT Services(See Addendum) GFC Equipment,If End of Supplement Option: Tax Exempt
❑ Customer Equipment Applicable: ❑ Fair Market Value
❑
imageCARE Service* ID New El $1.00 Buyout No attach Yes (If yes,
please attach youur tax
❑ Software II Certified Pre-owned ❑ No Purchase Option exemption certificate)
'Toner Included. Excludes fax cartridges, paper and staples. ❑ Other
Meter Read Contact: Name:Automatic Phone: Email:
Payment**:$644.88 **Plus fees,taxes and image charges.
Comments:
Automated Clearing House("ACH")Authorization:By providing the below information,Customer hereby authorizes GFC to automatically withdraw from
Customer's 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 Customer's actual images used and by any applicable sales/use taxes,property taxes and fees.This authorization shall continue until this
Agreement expires unless revoked in writing. Voided check must accompany lease form.
ACH ❑Yes ❑ No
If yes. enter bank information in boxes above right Bank Routing Code Bank account number
1. You hereby confirm that the GFC Equipment and/or Software subject to this Supplement is of the type,size,design,capacity, quantity,manufacturer,model and
supplier selected by you and meets provisions of any Purchase Order pursuant to which GFC has acquired title thereto.
2. If this Supplement includes hosted Laserfiche and Docs-on-the-Cloud,the terms and provisions of the Laserfiche Hosted Subscription Service+Docs-On-The-Cloud
Addendum("Hosting Addendum")is incorporated herein and made a part hereof. If this Supplement includes Docs-on-the-Cloud,the terms and provisions of the Docs-on-
the-Cloud Addendum("DOTC Addendum")is incorporated herein and made a part hereof. If the applicable Hosting Addendum or DOTC Addendum is not attached,it is
available at www.gflesch.com/terms.
3. All provisions of the Agreement are hereby incorporated by reference in this Supplement to the same extent as if fully set forth herein,except:
a. If the imageCARE Program for this Supplement does not include GFC Equipment,Section 1 of the Agreement shall not apply hereto.
b. If the imageCARE Program for this Supplement does not include imageCARE Service,Section 2 of the Agreement shall not apply hereto.
4. Any Purchase Order issued by you to GFC regarding the GFC Equipment and/or Software subject hereto,is issued solely for purposes of your authorization. You
expressly agree that the terms and conditions of any such Purchase Order shall not at any time,modify or e' ded in the Agreement and this Supplement.
5. You shall make the first Payment on or before the date indicated herein,or in any event not later than - ays after delivery of the Equipment. Subsequent
Payments shall be payable on the same day of each month thereafter,unless otherwise provided herein or in an invoice from GFC,until the total number of Payments
under this Supplement have been made.The term for this Supplement shall commence as of the Commencement Date set forth above. Unless otherwise provided,the
Term for this Supplement 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 scheduled Term or any extension of the Term.
6. A scanned and emailed or otherwise reproduced signature on this Supplement shall be a binding signature and carry the same legal force as an original signature. This
Supplement contains this page and page 2"Schedule of Equipment/Accessories, Image Charges and Software"which you acknowledge that you have had the opportunity
to read and is made a part of this Agreement. This Supplement may be executed in counterparts,which collectively shall be deemed one Supplement.
7. Restricted Rights Legend. Any Software provided to the U.S.Government,agency or instrumentality thereof or any prime contractor or subcontractor under any
arrangement with the U.S.Government("Government")is provided with Restricted Rights. Use,duplication,or disclosure by the Government is subject to restrictions as
set forth in subparagraph(c)(1)(ii)of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs(c)(1)and(2)of the
Commercial Computer Software—Restricted Rights at 48 CFR 52.227-19,as applicable,and/or applicable Federal Acquisition Regulation protecting the commercial
ownership rights of independently developed commercial software.
AGREED to by the parties hereto as of the Commencement Date set forth above.
OWNER: GORDON FLESCH COMPANY, INC., CUSTOMER:
d/b/a GFC LEASING City of Carmel-Department of Community Service
The undersigned affirms that he/she is duly authorized to execute and
/// deliver this Acceptance Supplement on behalf of Customer.
By:
•
'i ✓_- By:
Authorized Signature Signature
u Print Name
Title: 6r'n7„c1- MAN It Date: 1 Title: Date:
Witness:
Page 1 of 2 A 4 Ocs Rev.10022012
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