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HomeMy WebLinkAboutXerox Agreement!j;4110 AM Xerox Financial Services LLC®�� Nor alk,MerCTitt Cost Per !mage Agreement G Norwalk, CT 06851 Supplier Name -Address: Yakima Document Solutions LLC owner: XEROX FINANCIAL SERVICES LLC — 201 Merritt 7, Norwalk, Cr 06851 Agreement Number: ! MM CUSTOMER INFORMATION Full Legal Name: Kittitas, County of y Phone: (509) 962-7662 G Billing Address: 307 W. Umptanum Rd Contact Name: Jill Beedle w :81 City: Ellensburg State: WA Zip Code: 98926 Contact Email: lilLbesdleCn?rtn.kiititae uda I rn Mt]stlrtLT IMA5EALLQWANCE• EXCESS IMAGE CHARGE CITY MODEL and DESCRIPTION a I COLOR 9&yv Coto 2 1 Xerox AltaLlnk C80551-12 with office finisher and 213 hole punch ,0058.05 1 Xerox AltaLink C80451-112 with offitte finisher and 213 hole punch 0058 OS a W Meter BTnlnaFrequency (Monthly unless check ed]: (Other): ., Included In Base Payment Plus applkable taxes Initial Term: Base Payment iplus applicable taxes): $ 445.48 lin months) 60 Frequency: © Monthly []Quarterly 0 Annually BY YOUR 514HATURE BELOW, YOU ACItNCWCEOGE THAT YOU ARE ENTERING INTO A NON -CANCELLABLE AtaROEMENT AN 13 TMT YOU HAVE READ ANO AGREED TO ALL APPU CARL. TER.MS.AND CON D1TIONS SfT FORTH ON PAGES S AND 2 HEREOF. Authorized 5i f Date:j9)2))jjj Federal Tax ID N (Required): _ 81-6001349 Print Name: Cory Wright Title: ahAt rjxA ,,il2 Accepted 8y: Xerox Financial Services LLC NamearitlDitI Date: 1/8/2020 1. Deflnlifarm The words you` and "your" mean the legal ertthy identl Red In 'Cuttomtr Information" obcim and eXF$,—we; 'u$', `owner' and 'Our' mean Xerox Flnanctal Slrvkts LLC garrp means ^ or XFS, and "Parc" means bath you an dXFS. eSuur bier moans the en MY Iden Modpas'rruppller abWe Acceponte DA tit' moans the AIM (4) Svpfkerand You datermine E u meat Iso ata sat israetarl and Is available for Ij Equlprnent idenU d Su !ler as bel Initallabke by You h &I ad to your premises A;rer meat" maams this Cost Per Inge Agreement, Including any attached Equipment schedute. 'COmmenCerrsent Do will be a date after the Aeeeptanee Date, as set forth In aur first Imoka, far fa mr-aitka tna an arderly transi Ian and to provide a uriYarm blllln cyde. 'Dlseeunt Rata' moors 3%per annurn,'Equiprnent' means the hems IdenHRed in'EgulprttenC ahavt and to erlyattadr fa Equipment srheaule, plus any Software (donned In sectiom3 heregf), att"timents, accessories, replacements, replacement parts, substitutions, -din and repairs thereto. soyats Chartres" means the applicable excess Imp c charges. 'Interim perfad' ratans the perfad, if any, between the Acceptance Date and the Cornmencemant Date. 'I11WIm Payment" means one thirtieth o1 the Base Payment mullioned by the number of days In the Interim Perlod. "Payment" means the Base Payment specified above, which may Include an arnaunt payable to $uKIlerurider the Malmenance Agreement to account for the Monthly Into ad Nlowarreec ihred above, the £recess Charges lo Attu otherwise agreed by you, Supplier and XFS]. Taxes and other etwiles Supplier and XFS agree wN1 be invokednn try XFS. Arreernent- means a septrate a reeeat between you a n 6 SupplIer for malntenance and support purposes. 'Orlglnotion Fees rnaans a one-tlma lee of $IZS billed do your first Invoice, which you agree to pay, covering orIgination, documentatlon, protesstng and certain other inittal casts for the Agreement. Term, rant the Interim Period, If any, together with the lottial Term plus any subsequantrenewal w extension terms.'IICC' mearn hhe Uniform Cnmrnerc4I Cade of the State of Comnectkvt i AgMemant, paiymems and Late P•ymema, You age In and represent all Equipment was selected, ronflgured and negotiated try you based upon your, lu+If meat and has }sten or h belmg supplied try Supplier. Atyedr rcqusst StfS will acgvtre same to lease tv you hareurxFer and you aRrre to, o hese same from ]EFS. Thi Initial Term cammcrtcls on Tho Cammencemgnt patR, You agree fA gay ?tF5 the Rest Payment plus any applkabfe frttersm Payment na kter than 3 days after the Commencement Data; each sutrseq.-t Paynsent shalt be payable an the fame date of Tach rnenth thereafter. If an Payrnaat !s not pald ler lull within 5 days afeer qs due data, you rrlB pay a tate charge of Ihs graatar of 10fG of ihn a count Gua ar t2S, not to es<aad the madmum amount permitted 6y law, For cash dhhonored ar reNrned Paymam, you will the assess the applicable ee, which shall naLenceed 535. Restrltttvo eoversanis on any melhad of payment w R be Frstffettive. 3. Equlpment and Saftware. To the extent that the Egdlpmrnt Includes Intangible property a associated f erylcar, such as software Ikerurs, each MUAillble property %hull be rettered to as "Sakware" You achoowledle and agree that XFS has ria rtgnt, Utle or Interest in the Software and you wlil Camph throughout the Term with arre Run se andlar other almirnent CSokware Lieense'l with the supplier of the Software ('Software Supplier'). You are responsible for dof amtlning whether any Saltware Lkense9 are required, Ind entering into them with the Sohwrre Suppll S) no later thou the Acceptance Date. YOU AGREE THE EQUIPMENT IS FOR YOUR LAWFUL OUSMEZ USE IN THE UN RED STATES, wiLL Not fie USED POR PEM NAL, HOUSEROUD OR FAIMMY PURPOSES, AND IS NOT BEING ACQUIRED FOR RESAILE. You wtil not attach the Equipment as a RMat to real estate or make any permanent aftteatsans to it. 4. Non-(�Pnre11able Agree cotnt. THIS AGR EEmENTCANNOT 9 CANCELLED OR TEA MINATEA BY YOU YRIDR TO THE END OF THS INITIAL TERM. YOUR 0OUGAY10N To MME ALL PAYMENTS I S A950CUTE AN D UNCONOIT1ON& AND Nor SL191ECrTo DELAY, REDUCTION, SE7.OFf. DEFENSE. CCUNT:iRCIAIM OR RECO UPIi WrFOR ANY REASON WHATStTE'VER, I RA ESPK-M IF OF THE PERFORMANCE OF 7111 EQUIPMENT, SUPPLIER, ANY nn RD PARTY, OR Xis. Any our stiedtfal..n by you 30115 XFS for alleged breach of our abllgations hareundor shall be asserted solely In a separate aWon; provided, however, that your obBgeitans underthIs Agreement shat continue unabated. S. End orAgracrnarlt0ptlaim If fO4 art not In default and H you Provide no greater than 150 days andno less than 60 days' pNOrwrltten natke to XFS, you may, at the and of the lni"l Term or any renewal term ("End Date }, elthtr (al porch ase all, twI not Its% than all, of the i ulpmerst by paying lit fair market varus, as detamslned by X1`5 In Rs sate but reasonable discretion Determined FM1rI, Plus Taxes, or (b] velum the Eetulosnent wtthln 30 days of rhe End Date, at your expense, fully insured, to a co" 4'aI US iotation xFs specifies. Yau eenros return g4lpmem marc than 30 days prWr to the Erxl Oahe wfftheut aur mescal. If �Oftt ent wo may charge yw, Iry addition to all undiscounted amourtu due under this AgreernenL an early tdrmF t=tion let. ilyou have not elected one of Uw above opicor+3 Ihlt llenewoeivt 3rnorlths Eithpastymay terminatethendofuryUrreneuralterm3dayi psfarbkr taking one pF tlhens Wentiffed In Taj ar tL} In the preted sentence a! tillssst aptiorisshallbesd hit rtspecl tp Heft hem of Equpmnt an Thoday immediately fdievAnathdalratlonoftTf iuch }temand ydeliveryat Whtime byyoutoXFmint, In farmatceptS, oheanretsns of the pplk uhase prate. Ugon paymehe appticable amount xFSsftal] transfer our krterast In the Equlprnent m you on an'AS I5 WHERE IS,• "WrriE AU FAULTS' bas8, wlLhprstrpprKlnrattonorwarrann/army kktid. b. Equipr tnt Return. IF the Equ4wmnt is returrsed to XFS, It Shalt be In the same ccndldon as when cietivered to you, except far ordinary wear and tear and. If Plot In such ccAdlUon, you wilt be Mable W all ergenses XFS Incurs to return the Egdlpment to such 'ardtnary wear and tear (andttlom IT IS SOLELY YOUR RESPONSIaIttry To SECURE ANY SENSInyp DAYA AND PERM&NFNTiY DELETE SUCH DATA FROM THE INTERNAL MEDIA STORAGE P9401t TO RETURNING THE EQUIPMENT TO XFS. YOU SHALL HOLD XFS NARMLESS FROM YOUI! FIuLUM To SEC IRE AND PLWANENfLY DELETE ALL SUCH CUSTOMER DATA AS OUTLINED IN V 11S SECTION. X. Equipment Dell"ry and MiOnlPine net. You shwid strange vMh SuppCer to have the EquIp¢mont deirvared to you ai the locitlon;s) SpeclAed herein, and you agree to execute a nail rV & Acceptance CerMcale at XFS's request (and Confirm Sams via telephone and/or tlectronkaRy} canrirming when you have received kssprcttd and Irrevacatly accepted the £qulpmant and outho, Hie XFS to fund Supplier for the Equipment. if you fan to attept the Egvlpment you shall no longer have any otsiillaporu under this d and I enk howava c you remain uIpliable for arty Equipment purchase order or other contract lsased on yaur behalf directly with Suppi♦er. Equipment may not be mavod to another Ixath Is without XFS'% odor written consent nli whko shall real be unreasonably withheld, You agree !fiat you will not take the Equipment out dI Ienekte during the Term. You shat! perm$ XFS or Its agent to lnspect Equlpmenc and any meIntenance racotds Watt AS thereto during yaur normal business hours upon reasonable notke. You represent you have uttered Inca a Maintenaatce ggretment to melntaln the Equtprrrerrt In good wawrq order In accordance with the manufacturers malntrnarsce guidelines and to provide Ku with Equipment to es. You It lnowlrCea that XFS 6 et' m solely then lulpmenad t In go d Supr�{e+whh resgact to the 61Hfillasd Calk Weig of the chi is under anyMaIntentnee Asmamerm, XFS IS NOT OLE FOR ANY BREACH 8Y SUPFUERor AHYUF n 0BUGA"ONS Tp YOU, HDRWILLANYO YOUR 0 OU GATION SON DER THIS AGREEMEN T BE MOD fI Co. A EtEAS ED OR EXCUSED BY ANY AiLEGED BREACH BY SUPPLIER- 8. Me ter FIR lags end Amu III Strne AM YOU thatMetoe ittal Is by ime and (or each successive 12 month peer d hereaharr dor ng the Teem, XFS may inrrease your Bee Payment And the Excess Charges by a mtaxen mafter of ffteentpercent (15%j at t e ihe�EcurDate rent Base Payment therefor and you agree to pay such Increased amounts. 4. Egttlpment Ownership, Laballng and UCC Filing. "and to the extent 0 courtdooms this Aqgretnwt to W a Wutq homement unser the UCC and otherwise for precautionary purposes Only, you grant XfS a first priority security inecrest In Your Interest In the Equipment and aIF proc"cis thereof in order to secure your pefformanre under this Atatnient. XFS I$ and shaTI remain the sole owner of the Equ pfacnS, except the Software. You w1fict to XFS to, file a UCC Rearing statement to show, and to do all other acts to protect our interest in the Equiprntnt. rut MXF5 tT ! to bete l%afiling lingiaots and e in administrative casts for the f1kng of such llnaAclng statements. Yau agnea to keep the Equlpmant free horn arty karts or oncurnbrance5 and to promptly fY y ng your orgenlratlan such that a roRgng or amendment to xFS's UCC financ g statement against you bewmes necessary. 10. ASSIOgAMlint, YOU MAY NOT ASSIGN, SELL PLEDGE TRANSFER, SUBLEASE OR PART WITH POSSESSION OF THE EQUIPMENT, THIS AGR EEMENT0ItANY OF YOUR RIGHTS OR 05UGA7ION$ UNDER THIS AGREEM ENT IGOLLECTIVELY ASSIGNry ENnwrtmewxf5'SPRIOR WArMNCONSENT, WHICHSHALL NOT BE UNREASONABLY WrDlHELO,"SUBIECT TOTHE $0 LE EXERCISE OF XFS'S RFASONAKE CREDIT DISCRETION AHD EXEWTION EXECUTIONOf ANY N ECESSARY AWGNMENT DOCUMFNTATiON.IfXFS agrees to an Ass nrrmnt, you agree to pay Ilio applicable a�sslgnntent fee And ralmbutte XFS for any costs we Incur In Connection with that Assignment. XFS may sell, assign or transfer eR ar any pari of the qulpmenT, this Agreement angor any of our fights Abut none of aur ohllgations except for kmWngand fSK WWI, III raslon} under this Agreement, XFS's ass}gnee will have the same rights thAT we have to the extent assigned, YOU AGREE OOT O ASSERT AGAINST SUCH ASSIGNEE ANY CLAIMS, DEFENSES, COUNNRCLAjMS, RECOUPMENT5, OR SET•OFFSTHAT YOU MAY HAVE AGAIN ST XFS, and you agree to remit Payments to such Ass I&"* If to des li noted. XF5 agrees and acknowledges that arty Assignment by Its w10 not matarlafly change Your obilgatloAS under this Agreement, 11, Taxes. You W It be respomible for, Indemnify acrd hold XFS harmless from, all applicable taxes, fees 04 charges (Including %alas, use Personal property and transfar taxes {other than art Income taxes), plot Imeml and penalties] assessed by arty govtrnta tntal enlloy an the Equlpmvn4 this Agreement, a the amounts payable i errLgdetred[mllec[irety, "Taxax" ,whish will be included In S s invokes to you unless you timely prov}de continuing proof of your tax exempt status. For JufisdetION where cartel laxer arocalruia and pard at the Nme of agreement MAIM Ion. You avthorile XFS to floance and adjust your Base Payment to Include such Taxes over the Term. Unless End untO XfS natifes you In wrrung to tete contrary, thn (0owl rta shall appy to ssersonal property taxes end Art urns. XFS will Ale all port ona! property tax returrU co+r8r#na Oise igtie'prnarn gay the persona' PF*8 y taxes F vad or asseulld thereon, and collect from your account all p4tional property tastes on the Equlpmeni. XFS M HO WARRANTY, EXPR S Olt IMPUED, REGARDI G THE TAX CIA ACCOUNTING TREATMENT' OF THIS AGREEMew. 17, 7qulppmmeek Warta nttyy 10lornndlon and 0isdolmers. XF5 HAS NO INVOLVEMCNTINTHE MANUFACTURE, COHFtGURATTON, SALE, DELIVERY, WSTALLATtON, USE On MyNTMANCE OF THE EQUfPMENT. XFS 0ISCI"S, AND YOU WAIVE SOLELY AGAINSTXFS, ALL. EQUFPMENT WARRANTIES, WHETHER EXPRESS OR IMPLIED INCLUDING, Our NOT lill TO, THE 1MpjIF0 WARRANTIES OF MERCHANTARIIffY, NON -INFRINGEMENT AND FITNiESS POR PARTICULAR PURPOSE, AND XFS MARES NO REPRESEfiTAI ONS OF ANY KIND OR TYPE, INCLUDING, BUT NOT LIMITED TO, THE EQUIPMENTS SUITABILITY, FuNCTi0NAL" 0URABIUTY OR CONDITION, Since you have detected the Equipment and Supplier,yyOu acknOwledat that you are aware of tha name of the manufacturer of each hem of FqulPmenC Suppilor's contact in.ormallar% and agree that YOU Hog conlatL Manufacturer and/or Suppller far a description of any warranty rfghts yap may have undo. the Equipment supply, contract, sales order, or otherwise. Provided you are not In default hereunder, XFS Hereby ass; 4A3 to you any vntranry rights we may have aaaabut SupEller 0manufacturer wk it respect to the Equlpment. If the Equipment is returno l to XFS,, such rights are dee mad romtlgned by you to XF5. IF THE EOU1PMENT IS NOT PRgpERLy 12 STALLED. 00 IES NOT OPERATE AS WARRANTED. BECOMES OBSOLM, OR IS UNSATISFACTORYFOR ANY REASON WHATSOEVER, YOU SRM MAXEALL HELATEO CLAIMS SOLELY AGA] NST MANUFACTURER OR SUPPIIERAND NOT AGAINST XFS, AND YOU SHALL NEVERTHELESS CONTINUE TO PAY ALL PAYMENTS AND OTHERSUMS PAYAJILR UNDER T tuS AGREEMENT, 13. Uabittty ertd Inds ran lficaNan. XFS IS NOT RESPONSIBLE FOR ANY LOSSES, DAMAGES, EtPRNSES OR IMUMESOF ANY NIA OR TYPE, INCLUDING, OUT NOT LIMITED TO, ANY SPEaAI„ I NOIREiT, INCIDENTAL, CO HSEQUE NTIAL OR PUNtTTVE OAM AGES (COLLECWALV, •CLAIMS') TO YOU OR ANY THI RD PARTY CAU SED BY TH p EQU I PMENT OR ITS U SE, EXC EPT THOSE CLAIMS ARISING DIRECTLY AND PAOXtMAFELY FROMXFS'SGROSS NEG LIG NCE 00 WILLFULMISCONDUCT. IA oddkion, except ferClaims arU4n``direttly alid proxiMaitk fro mXFS'sgross negilgtrxe Or wMul fall to MUM you assume the risk of Usbillty for, and hereby Agree to Inde Malty and hDld safe and harmless, and covenant to date nd, xF5 xs employees officers and agents from and rejection, ownnsY-rebid all pC7 �ims (including itgal expenses of every kind and nature) arli ng out of the mnnuF&Mfe, purchase shipment env! delivery of the Equlpmtnt to you, acceptance or p rig, possession, operau". use, return or ofte disposition of the EquI"ent; and (b) arty and all loss or damage of or to 1 EgUlprrsent. Io. Defsutt and Remedles. You wl11 be In deNuft under this Agreement if XFS does not receive any Pay Mont wkhln 30 days after to du date, a yyaoeve breach any other obligation urider this Agreement a any other agreement with XFS H you deiauh, and such date ultcominues for 10 days. after KFS Provides notleatoyou, XFS MAY, In oddRlorti to oth at remedl as (Indudfngdisabling or repasssslrsg Tisa Equipment arTdJer requesting Supplier to ream pedarming under the Ma Into mEa a Agreement), tmenectately require you by do one or mare of the fogowing. (a) e$ llqul and darrraaes for loss of bargain and not as a penalty pay the sum of (i elf am0unU than past due, plus interest from the due date vnUl pall at the rate of is% per month; (ilk the Pa ants refialnklg In the TMm (lncludtn the fb ed malntenanrcca�uCampanent ereoi, if permitted under She Maintenance rcomenll, discounted at the Dkeou fit Rate to use date of auk, [VII} the Et�ulpmenCs 'noised reslduaf, an� t Xf5 to enf (or a this trereementurn the Equipment as provided In Sec4ona and 6 hereof. You agree to paall reasoe Pay rabfe costs, Including attorneys fees and dUbunements, incur Ag 13, Risk pf CASs and iasurtnsa. You assume ertd agree to lxarihe entire risk of loss, theft das1FW10n Or other knpalrmenl of the equiprnenI upon dORvery. You, et your own expense. (i) shall keep Equipment Insured against lass ordam a ata minimum of fuf i repltscer:reritva've thrreaf, and (III Ili nit carry dahil{ty Intunme agalast balk fnlury, tncfudlAg death, and against property damage In the amvunl of 0t feast $2 million toilectively, "Required Insuranca'j. All wets Equipment RW1damage IrMMAte 1iiall be velth fender's floss fayable to 'XFS, iU svacessom and/or assigns, a Thor interests may 0ApeAr.' and s all br w# companlei raasvnabfytstxeptalsl0 to XFS. XFS shall bo named as an addalonai Insured on an IlabiNty Insurance policies. The Required huuranca shall provide for 30 d rive nolke to Xf5 ref Caric+sllatlan. y0U UST PROVIDE XFS OR 011R DESIGNEES WITH SATISFACTORY WRITTEN EVLDEHCE Of REQUIRED IN5URANCE WITHIN301iAY5QFTHEACCEPTApICEDAT ANDeANY5UBSEQUENTWRi�TENREQUESTBYXFSGROURDF$1GNEES.IfYOUDoNOT00SO,THENIN1JEUOFOTHFAREMEDiESFORDEFAULT XFS IN OUR DISCRETION AND AT OURSOLE OPTION MAY (BUT IS NOT REQUIRED TO)CWTAIN MURAhCE FROM Ali INSURER OF Xfs'S 0100SING, WHiCH MAYBE AN XFS AFFILIATE & SUCH FORMS AND AMOUNTS AS XFS DEEMS REASONABLE TO PROTECT XFSS INTERESTS (COLLECT1vety-etluiPMEfsT INSURIWCE•1. (QuIPM£FIF INSURAHCC WILL COVER TIfE YOU AGREE TEUIPOO PAYS IT WILL F PERIODICCIIAARRGFAFOR t4 PMSEN INSIJMCE(MAY 001LW[iL�1rEAY INSLL OF UORANCE OiARRGES-; THAT INCLUDE -An IIM$ULIRANa PREIVIILIM THAT MAY0E H1GW TTlHAN IF YOU MAINTAINED THE REQUIRED 1NWRANCE SEPARATELY; A FINANCE CHARGE OF UP TO 1.S% PER MOM ON ANY ADVANCES MADE BY XFS OR OUR AGENTS; AND COMM)SUONS, III LU N G AN D PRACIESSI NO FEES; MAY OR ALL O F WILIOH MAY GENERATE A PRO FIT TO XfS Oil OU R AGENTS, XFS MAY ACI D ONSURAN CE CHARGE'S to EACH PAYMf MT. XF5 s hall di scoatlnue bflllAS or debdIng In%ursnat Charges for fqufpment hissrrincl upon racelpt and review of satisfactory avldo" of RaaqquuIred Ins urancal. You must pram^ notify XFS of arty loss ar darnage to Egvlpmem which makes arty, hem of Equipment vnRt for continued or repairable use. You hereby Irrevocably appelnt XFS as Your atte +ie► n• act to execute and endorse all checys or drafts In your name to collect u rider any such Required Inaurarrce.Ins urAnre proceeds from Required insurance or Equipment Insurance rerelved ah all be app!{ed, at XF5's option, to Ix) restore the Egvlpment so that It Is Ia the same conditscin as when de(fvttiad to you (normal wear and tear excepted), or IV) I the Equlpmens is not restorable, to replace it with Rke#Ind condRlvn Equlpmanl from. the same manufacturer, or tri pay to XfSthe greater of [lythe total unpaid Payments for the entre Term hereof {discounted to Present valva at the Discount Rate) plus XFSs resldduol interest in such Equlpment (herein ogreed to be 20% of the Equip Mears or incl cost to XFS) P14 any other anxsuAis due to XF5 ha" Mer, or (II) the Determined FMY Immediately u prior to tha loor damage. NO LOSS OR DAMAGE TO EQUIPMENT, OR XFS'S RECEIPT ANO APPLICATION 0f INSURMCE PROCEEDS, SitALL RELIEVE YOU (IFAhiY OF YOUR RF]NNNINa WLIGATIONS UNDER NIS AGOEEMENLT, Notwhhstanding procurement of Equipment Insuonce or R utred Ir surance. you remain PA(Mary]y tlable for performs ANYce 0 Der this SCct[on In the event the applicable Insuronce,cimler fails or refuses to pay any claim. YOU AGREE (I) AT XF5 S SOLE ELECTION TO ARBITRATE ANY DISPUR WITH XFS, OUR AGENTS OR ASSIGNS REGARDING THE EQUI PMENrIALS URANCE LINDE R THE RULFS OF THE AMERICAN Ann ITRATIO N AM CIA'n ON IN FAIRFIELD CO UNITY, Cr, ( III THAT IF XFS MAX STHEFpREGOtHGEtFCF!ONAMT-RAIJON (NOT A COURT) SHALL BE THE EXCLUSIVE REMEDY FOR SUCH DISPUTES; AND (Ill) THAT CLASS ARBITRATION 15 NOT PERMITTED, This arbltrMipn option dues not eppy to any other provision of ihls Agreement. 16. Finance Lane and Customer Waivers. The parties agree this Agreement aha R be construed as A'flnance lease' under UCC Article 2A. Customer waives its rights as a lessee under UCC 2A Sections SD&S2L 17. Authortratfon of Signer and Credit Review. You represem that you may Iawfuly enter iaw. and perform, this Agreement, that the tndlvld;;sI stgfling this Agreement an your behalf has all n cesnryAUthorlty to do so, and that all financial Informxttan you provk t sccuratety represents youf financial con&Llan. You agree to furnish ffllnancizi In for Mal Ion that XFS may recIvall ng your tax Identlpcatton number, and you outherlte XFS to Obtain credit reports on you in the future should you default or fall to make Prompt IseMients under this Agreement. 1S. Odglnal and Sole Controlling Document; No rrlodgkatsans Unless In Wrhing. The Asseement ccrdtftutes the entire agreement between the Pasties Is to the sub)ects addressed heroin, and representations or statements not included herein are not part of the Agreement andart not binding on the Parties, You agree chit an executed copy al this Ag to that is signed by your auihorited representative and by %SS's aushodred represe ntai No an orlglnsI manual signature or wth signature reproduced 6y means of a rellabht electronic form, such 1s electrartk trantmtulon of a facsimHr al aleamaic signature) shall be marked WilllnaY by XFS and shall constitute she onyOrWrlatdomMeat for a purposes, To the extent tits Agreement telectronk chattel paper Ias defined In the UCC), no security Interest In IM Agree mentmay be emated except by the possauson ar transfer of the copy maeked 'origlnef py XFS_ iF A awns 44co ORDIns ER OR CITL�tER OOCUMENT IS ISSUED BY YOU, NONE OF ITS TER MS ANS] CJOND TIONS SHALL BE BINDIN ON XFS. AS THE TERMS AND CONOITMS OF THIS AW FY OR or by XFS- EXCLUSIVELY URC]- GOVERN AGRETHE TEMENT.. THIS AG REEEMENTMAY NOT BE AMEND D OR SUPPLEMENTED EXCEPTEIN AATWRRITTEN AGREEMENTSIGNED ROUR AG OM AND Ant NOT ! Y ADUTH04R D RRIZED TO EP WENT WEGO IA THE PARTIES AND NO P41OVLSIONSCAN VE WAIVED EXOcPT IN A MUTING SIGNED BY XFS. You atrthofscc Xf S to Insert or correct mWIVE lnfvrmaVon on Ihis Agree men t, lnchsding but nut netted to your proper legal nil". o$greement numbers, serial n umber' and other Equlsmlent lnfarma tlo n, so Ion $ as there LS no material Impact to your n rrancia l atsilgations, CONN19. ECTiCUt(WITHO REGARRDTOCONFLICT0FLAWPRWAIVER. 1.Y IKESTHATWOULOO�THERIS WISERMUIRMED EAPPUCATTIION0 LAWSOFANOTHBE CONSTRUED IN AERJUaISolaION),OsIDANCIE 1 EJURIStHC SO#OF T CT;ONiANDVE UE Of ANY EXCLLUS VE Yl0N TO EN FORCE ATX $ 5 OPTIO N{S AGR EE M ENT, 0 R OTHERWISE RELATING TO THIS AGAEEM eNT, $HALL ANY OTHER FEDERAL OR STATE COURT WH RE THE EQUIPMENT IS LOCATED OR WHERE XFS S OR YOSTATE UR PRINC! AURT IN LIpFSAi ESIELD COF 8 5 NESS ARE LOCATED, AND YOU HEREBY WAIVE ANY RIGHT TO TRANSFER VENUE. THE PARTIES HEREBY WAIVE ANY RIG HT TO TRIAL OY JURY IN ANY ACTION RELATED TO OR ARISING 0UT0F THIS AGREETNENT. 20. MIEcaflanaous. Your abllgatlom under tha 'TMXW aAd'Usblilty" Stolons commence upon exacu tion, a A d survive the exairallm or earlier termination, of thk Agreement. Notices under this Agrftirtan; must he In wrttTn$, Notices to you will be sent to the'BIIIIng Address' provfded an the first page hereof, and "tic as to XFS shag be Sant to our address provided art the Rrxt page hneof. NoTkes wl11 be deemed aTvan 5 days after mallIng by first class rnoI or 2 dM after Ie Ml nil by natlanally recWised ovarnlght courier. Invok s aro not Considered Mittel add aro not govomed by the nonce terms hereof, you aartlmrtre Xn to Communkate with you by any eledronk mr_wns (FnCitMingcallularyKana erne'! auIfivOk s are no and retarded mewlied] using any Phone number (including eel lulot) or etectroak Address you provide to us. If a cowl Tin ds. any term of TMs Agreement unaniorceable the remaining terms wIR remain In effect The failure by eHher Party to =VCFYa any rl ht or rreemrrIeeddyy will not constitute a waiver of such d Ohl or remedy If more than one parry has signed H=is ABreem it as Customer, earls such party agrees that hs liability Is 10A and Several. The following four seatertces tontml over every Other part of this reement. Both Parft will campy wk[ttr applkabie taws. XFS will not chs callett a amounts In excess of those aRO wed a charge or nY by applicable law. Any part of thi9 Agreement that woulty hat fat the bast four sentences OF this Scalae, be rel¢ under arty tire unutanCes to aWw for a charge higher than that allowed undo any applicable legal Arnk Is modified by this Sectson to Ilmlt the amounts chargeable under Lh 6 Agreement to the maximum an out At allowed ander the legal 11 mil. Y, In any c!« urnstances, any amount In excess of that allowed by taw is charged or re calved, any such charge wig be deemed Betted by the amount Legally allowed and any amount received by XF5 In excem al that trgagy at lowed will be applied by us to thit paymtat of amounts lCID lly owed under this Agreement or refunded to you.