Documents › Board of Education, 2026-11-05

agreement 13 pages Scanned/OCR — text may contain errors

Also attached to this agenda item: Agreement for Services - Xerox Business Solutions Xerox Contract 2026 Croton Harmon Union Free School... Xerox Copier Proposal (40 KB)

CEC approved Ver.1.8.3 Effective 5/14/26 Page 1 of 10 Xerox Business Solutions, LLC (“Company”) CUSTOMER SALES & SERVICE AGREEMENT BILL TO CUSTOMER NAME CUSTOMER NAME Croton-Harmon Union Free School District Croton-Harmon Union Free School District ADDRESS ADDRESS 10 Gerstein Street 10 Gerstein Street CITY, STATE ZIP CITY, STATE ZIP Croton-on-Hudson, NY 10520 Croton-on-Hudson, NY 10520 PRIMARY CONTACT PERSON PRIMARY PHONE NUMBER PRIMARY EMAIL BILL TO CONTACT PERSON BILL TO PHONE NUMBER BILL TO EMAIL Dr. Ellen Moskowitz 9142714713 Ellen.Moskowitz@chufsd.or g Kelly Lent 9142714713 kelly.lent@chufsd.org SALESPERSON CUSTOMER PURCHASE ORDER # COMPANY REFERENCE # SERVICE CONTRACT Replace MPS CONTRACT Robert J Oliverio 20491115 CONTRACT # CN20088-01 CONTRACT # LEASE PAYMENT MONTHLY SERVICE PAYMENT MONTHLY MPS PAYMENT $5,112.21 Monthly Included in Lease N/A TERMS OF PAYMENT: NET THIRTY (30) DAYS FOR CASH SALE AND ALL OTHER INVOICES NET THIRTY (30) DAYS FROM DATE OF INVOICE PRODUCTS QTY MODEL/PRODUCT # LOCATION DESCRIPTION TOTAL PRICE SEE PRODUCT SCHEDULE (SCHEDULE A) SUBTOTAL SEE PRODUCT SCHEDULE (SCHEDULE A) SEE TRADE-IN EQUIPMENT / LEASE RETURN FORM SPECIAL SERVICES FEES $0.00 NOTE / ADJUSTMENT DETAILS The Service/MPS Escalation Rate is 0%. Westchester County Shared Services Agreement IT-1832 OTHER ADJUSTMENTS $0.00 CONTRACT TYPE EFFECTIVE DATES TRANSACTION TYPE CASH SALE RENTAL TERM IN MONTHS 63 Months LEASE MAINTENANCE ONLY PROPOSED START DATE Actual start date based on delivery or lease commencement. Lease FMV(SLG) CONTRACT TERMS NOTES SERVICE MPS All parts, labor, drums and supplies; excluding paper and staples All parts and labor, including drums; excluding supplies, paper, and staples Remote Solve Opt-Out Includes other (indicate) Staples Included Westchester County Shared Services Agreement IT-1832 CONTRACT POOLS SERVICE MPS POOL MONTHLY VOLUME OVG. RATE MONTHLY PAYMENT BASE FRQNCY OVG. FRQNCY B&W: Pool #1 275,000 $0.00450 Included in Lease Monthly Annual Color: Pool #1 3,800 $0.04500 Included in Lease Monthly Annual REMOTE SERVICE TECHNOLOGY XDA (Monitoring Only): 11 Devices Covered PRIMARY METER CONTACT TECHNOLOGY CONTACT PERSON TECH PHONE # TECH EMAIL METER CONTACT PERSON METER PHONE # METER EMAIL Dr. Ellen Moskowitz 9142714713 Ellen.Moskowitz@chufs d.org Miguel Pena 9142714713 miguel.pena@edutek.c om Company will install an app to automatically collect device meters for contract billing and automated supply replenishment. Company will charge a fee per machine per overage billing cycle should customer decline meter and supply technology app installation. QTY MODEL / PRODUCT # SOFTWARE & DESCRIPTION SEE SOW FOR DETAILS TOTAL PRICE SEE PRODUCT SCHEDULE (SCHEDULE A) CUSTOMER ACCEPTANCE By executing this agreement, I acknowledge that I have read and understand this agreement and I certify that I am authorized to execute this agreement on behalf of customer. Authorized signature acknowledges terms / conditions and expiration dates or meter readings. The terms and conditions on the face and reverse side of this agreement correctly set forth the entire agreement between parties. AUTHORIZED CUSTOMER SIGNATURE: **signature** TITLE: **title** SIGNER’S NAME (PRINTED): **fullname** DATE: **datesigned** COMPANY SALES: **signature2** DATE: **datesigned2** CEC approved Ver.1.8.3 Effective 5/14/26 Page 2 of 10 Sales & Service Terms and Conditions 1. Definitions. The first page of this Sales & Service Agreement is referred to herein as the “Cover Page.” The Cover Page, these Terms and Conditions, any Schedules (e.g., a Product Schedule), Statements of Work (“SOW”), and/or any other attachments referenced on the Cover Page or attached hereto and incorporated herein represent the agreement (the “Agreement”) between Company and the Customer (“Parties”) as identified on the Cover Page of this Agreement, with respect to the acquisition of those Products and/or Services. “Products” shall mean the equipment (“Equipment”) and any Software (“Application Software”) identified on the Cover Page and/or on a Product Schedule. 2. Scope. This Agreement may be executed for: a) A SALE of Products. If a SALE, Company hereby offers to sell/license and Customer hereby accepts to purchase/license those Products in the quantity and for the price indicated on the Cover Page (and/or Product Schedule). Title to the Equipment will transfer to Customer upon delivery; b) A LEASE of Products. If a LEASE, Customer will execute a separate lease agreement which will fund the purchase/license of the Products in the quantity indicated on the Cover Page (and/or Product Schedule) for the benefit of Customer. The lease will be between (i) Customer and a third-party lessor or (ii) Customer and Company, which Company shall then assign to a third-party lessor (each a “Lessor”). Nothing herein shall alter, amend, or affect Customer’s or Lessor’s rights or obligations pursuant to such lease. Upon execution of a lease agreement between Customer and Lessor, Customer shall be responsible to Lessor to satisfy the terms and conditions of the lease; c) A RENTAL of Products. If a RENTAL, Company hereby offers to rent and Customer hereby accepts to pay for those Products in the quantity and for the price indicated on the Cover Page (and/or Product Schedule). Title will remain with Company throughout the Term as indicated on the Cover Page. Customer agrees to obtain adequate insurance coverage sufficient to cover the full replacement value of the rental equipment while in Customer’s possession, and to have Company named as the loss payee. Unless otherwise stated in the Cover Page, the rental is non-cancellable for the stated term; and/or d) An ACQUISITION OF SERVICES. Services may include those Services referenced in Section 4 of this Agreement and/or such additional Services outlined in one or more SOWs. 3. Delivery and Installation. Unless specified otherwise on the Cover Page, for any Sale, Lease, or Rental, Company shall deliver and install the Products at the location specified on the Cover Page and/or Product Schedule unless: (1) Customer has not made available at that address a suitable place of installation as specified by the Company; or (2) Customer has not made available suitable electrical service in accordance with the Underwriter’s Lab (“UL”) or manufacturer’s requirements. Risk of loss will transfer to the Customer upon delivery. Customer will be responsible for nonstandard delivery charges, and Company shall provide notice of any such nonstandard charges as promptly as reasonably possible. Relocation of Products to a location other than that specified on the Cover Page and/or Product Schedule requires Company’s consent and may result in fees or increased rates. 4. Services. This Agreement covers both the labor and materials for adjustments, repairs, and replacement of parts necessitated by normal use of the Equipment. Unless otherwise stated on the Cover Page, Services do not include the following: (a) repairs due to (i) misuse, neglect, or abuse (including, without limitation, improper voltage or use of supplies that do not conform to the manufacturers’ specifications), (ii) use of options, accessories, products, supplies not provided by Company; (iii) non-Company alterations, relocation, or service; and/or (iv) loss or damage resulting from accidents, fire, water, or theft; (b) maintenance requested outside Company’s normal business hours or as stated in this Agreement, (c) relocation, (d) software or connected hardware, (e) hard drive replacement, (f) MICR Toner for Laser Printers, and parts and labor for all non-laser printers, and/or (g) parts for Scanners. Company reserves the right, at its sole discretion, to replace Equipment with Equipment of similar or better conditions and features, rather than providing on-site Service support. Replacement parts may be new, reprocessed, or recovered. Supplies provided by Company are in accordance with the copy volumes set forth on the Cover Page and within the manufacturer’s stated yields, and do not include staples or paper. If we determine that you have used 15% more consumable supplies than normal (as determined by the manufacturer’s specifications) to produce pages/prints, you agree to pay us an amount from time to time which may be necessary to offset such increased usage. Supplies are to be used exclusively for the Equipment and remain Company property until consumed. Customer will return, or allow Company to retrieve, any unused supplies at the termination or expiration of this Agreement. Supplies will be shipped to Customer via shipping method selected by Company. Unless otherwise stated on the Cover Page, Customer will be billed for shipping costs per billing period or per shipment based on number of products. Additional fees may be charged for Services provided outside Company’s standard business hours or for computer/network issues and will be at Company hourly rates in effect at the time of such Services. Equipment may be supported and serviced using data that is automatically collected by Company from the Equipment via electronic transmission from the Equipment to a secure off-site location. Examples of automatically transmitted data include product registration, meter read, supply level, Equipment configuration and settings, software version, and problem/fault code data. All such data will be transmitted in a secure manner specified by Company. The automatic data transmission capability does not permit Company to read, view or download any Customer data, documents or other information residing on or passing through the Equipment or Customer's information management systems. Services may be delivered by Company’s Affiliates and/or Subcontractors, at Company’s sole discretion. Unless otherwise stated on the Cover Page, Company may charge and Customer shall pay a charge for each instance in which Customer declines Company’s use of remote technology to provide Services. Unless otherwise agreed to in writing, Customer remains solely responsible to secure any sensitive data and permanently delete such data from the internal media storage prior to removal of Equipment or termination of this Agreement. Company has no obligation to maintain Equipment beyond the “End of Service” for that particular model of Equipment. End of Service (“EOS”) means the date announced by manufacturer after which Company will no longer offer Services for a particular Equipment model. Company reserves the right to discontinue Service upon thirty days written notice for any Equipment for which parts and/or Supplies are no longer available or are not available on commercially reasonable terms. 5. Meter; Electric Services. Equipment is required to be connected to a remote transmission tool, which will periodically communicate meter reads as well as other device diagnostic data and upon which invoices will be based. If a remote transmission tool is not installed and otherwise upon request, you will provide us, by telephone, email, web submission, or fax with the actual meter readings three days prior to your due date. We may estimate the number of images used if such meter readings are not communicated to Company. The estimated charge for excess images shall be adjusted upon receipt of actual meter readings. If you do not maintain remote transmission, the Company reserves the right to charge you a per device fee for such affected Equipment due to the increased service visits that will be required in order to: (x) obtain such information, (y) provide such transmissions and (z) provide Services and Supplies that otherwise would have been provided remotely and/or proactively. If you fail to maintain connectivity with the remote transmission tool, the contract is subject to an unconnected device charge per machine per overage billing cycle. You agree to provide adequate space without charge for the Equipment, adequate electricity (including, if necessary, a dedicated 110 or 220- volt line), an electrical surge suppressor with a UL-1449 rating or better, and reasonable storage for supplies to be used with the Equipment. 6. Additions and Modifications. If, during the Term, Customer upgrades, modifies, or adds equipment that utilizes the same Supplies as the Equipment, Customer shall promptly notify Company. Company maintains the right to inspect any upgrades and modifications to Equipment and/or additional equipment and determine whether equipment is eligible for Services. If approved for Services and agreed by the Parties, the Agreement will be amended to include such changes, including pricing modifications. All networked devices must be connected to our remote transmission tool. Any devices not under contract will be added automatically to the account for the listed rate. If our monitoring software is not reporting, Customer must work with us to resolve the issue as soon as possible. 7. Term and Payment. Except as may otherwise be provided for herein, this Agreement is non-cancellable and shall remain in effect throughout the Term; and, unless notified in writing sixty (60) days prior to its expiration, this Agreement shall automatically renew for successive month-to-month terms, which either party may terminate by providing written notice thirty (30) days prior to the next renewal date. Company reserves the right to terminate Services upon thirty (30) days written notice. In the event the fees herein are included in Customer’s lease payment, for the duration of the lease, the Term shall run concurrently with the lease agreement and be subject to the renewal provisions provided for therein. The meter count at installation or, in the case of owned printers, at assessment, will be used for meter/overages calculations. Except as set forth on the Cover Page, Customer agrees to pay Company all amounts due within thirty (30) days of the date of Company’s invoice or, if the parties have agreed the third-party lessor will collect the Services fees due under this Agreement on behalf of Company, in accordance with the applicable lease agreement, and all other sums when due and payable. Except where the Cover Page denotes flat rate pricing, any Monthly Payment entitles Customer to Services and Supplies for a specific number and type (i.e. black & white, color, scan) of Prints/Copies as identified on the Cover Page and will be billed in advance, and Customer agrees to pay the Overage Rate for each Print/Copy that exceeds the applicable number and type of Prints/Copies provided in the Minimum Monthly Payment which amount shall be billed in arrears and is payable as indicated on the Cover Page. A Print/Copy is defined as standard 8.5”x11” copy, except where Equipment is designated on the Cover Page as having a Color Large impression pool (Color LG) and an Extra Long impression pool (XL IMP Color), in which case prints/copies are defined as follows: (a) Black Image: for sheet sizes up to 13"x19", each image calculates as (1) Black Print Meter; (b) Color Image: for sheet sizes less than 145 square inches in total area, each image calculates as (1) Color Print Meter (e.g., 8.5 x 14 in is NOT oversize (119sq. in)); (c) Color Large: for sheet sizes greater than or equal to 145 square inches each sheet calculates as (1) Color Print Meter and (1) Color Large Print Meter (e.g., 11 x 17 in is oversize (187 sq. in)); and (d) Black and Color Extra Long: for sheets with a length greater than 19.33", each image calculates as (2) Extra Long Meter and (1) Color Print Meter. No credit will be applied towards unused copies/prints. Customer’s obligation to pay all sums when due shall not be subject to any abatement or offset. If any payment is not received by Company within fifteen (15) days of its due date, Company may charge, and Customer will pay a late fee of 5% of the amount due or $25, whichever is greater (or such lesser rate as is the maximum allowable by law). Company has the right to withhold Services and Supplies, without recourse, for any non-payment. Unless otherwise stated on the Cover Page, Company may, on an annual basis, (a) increase the Base Charge and/or the Overage Rates, in an amount not to exceed 20% per annum and/or (b) where a contract is subject to flat rate pricing, shift Customer’s obligation to the applicable flat rate band corresponding to Customer’s usage during the previous calendar year. Company retains the right to have all or some of the amounts due hereunder billed and/or collected by third parties. If Customer declines invoice delivery via email and/or automatic payment withdrawal, or requires any specialized billing procedure or invoicing, Company reserves the right to bill an administrative fee, in accordance with Company’s currently published fee schedule, which is subject to change from time to time. 8. Taxes. Payments are exclusive of all state and local sales, use, excise, privilege and similar taxes, if any. You will be responsible for, indemnify and hold Company harmless from, all applicable taxes, fees or charges (including sales, use, personal property and transfer taxes (other than net income taxes), plus interest and penalties) assessed by any governmental entity on you, the Equipment, this Agreement, or the amounts payable hereunder (collectively, “Taxes”), unless you timely provide continuing proof of your tax exempt status. Customer will pay when due, either directly to the taxing authority or to Company upon demand, all taxes, fines and penalties relating to this Agreement that are now or in the future assessed or levied, except for taxes levied upon Company’s income. 9. Applicable Laws. Both Parties agree that they will comply with all applicable laws and regulations during the Term. 10. Limited License to Use Software. Company grants (and is authorized by its licensor’s to grant) Customer a non-exclusive, non-transferable license to use in the U.S.: (a) software and accompanying documentation ("Base Software”) only with the Equipment with which it was delivered; and (b) Software that is set forth as a separate line item in this Agreement (“Application Software”) (including its accompanying documentation), as applicable, for as long as Customer is current in the payment of all applicable software license fees. "Base Software" and "Application Software" are referred to collectively as "Licensed Software". Customer has no other rights and may not: (1) distribute, copy, modify, create derivatives of, decompile, or reverse engineer Licensed Software; (2) activate Licensed Software delivered with the Equipment in an inactivated state; or (3) allow others to engage in same. Title to, and all intellectual property rights in, Licensed Software will reside solely with Company and/or its licensors (who will be considered third-party beneficiaries of this Section). Licensed Software may contain code capable of automatically disabling the Equipment. Disabling code may be activated if: (x) Company is denied access to periodically reset such code; (y) Customer is notified of a default under this Agreement; or (z) Customer’s license is terminated or expires. The Base Software license will terminate: (i) if Customer no longer uses or possesses the Equipment; or (ii) upon the expiration or termination of this Agreement, unless Customer has exercised its option to purchase the Equipment. Neither Company nor its licensors warrant that Licensed Software will be free from errors or that its operation will be uninterrupted. The foregoing terms do not apply to Diagnostic Software or to Licensed Software accompanied by a clickwrap or shrinkwrap license agreement or otherwise made subject to a separate license agreement. 11. Diagnostic Software. Software used to evaluate or maintain the Equipment ("Diagnostic Software") is included with the Equipment. Diagnostic Software is a valuable trade secret of Company or its Licensors. Title to Diagnostic Software will remain with Company or its licensors. Company does not grant Customer any right to use Diagnostic Software, and Customer will not access, use, reproduce, distribute or disclose Diagnostic Software for any purpose (or allow third parties to do so). Customer will allow Company reasonable access to the Equipment to remove or disable Diagnostic Software if Customer is no longer receiving Service from Company, provided that any on-site access to Customer's facility will be during Customer's standard business hours. 12. Software Support. Except for Application Software identified as "No Svc." on the Cover Page, Company (or a designated servicer) will provide the software support set forth below ("Software Support"). For Base Software for Equipment, Software Support will be provided during the initial Term and any renewal period but in no event longer than 5 years after Company stops taking customer orders for the subject model of Equipment. For Application Software, Software Support will be provided as long as Customer is current in the payment of all applicable software license and support fees. Company will maintain a web-based or toll-free hotline during Company’s standard working hours to report Licensed Software problems and answer Licensed Software-related questions. Company, either directly or with its vendors, will make reasonable efforts to: (a) assure that Licensed Software performs in material conformity with its user documentation; (b) provide available workarounds or patches to resolve Licensed Software performance problems; and (c) resolve coding errors for (i) the current Release and (ii) the previous Release for a period of 6 months after the current Release is made available to Customer. Company will not be required to provide Software Support if Customer has modified the Licensed Software. New releases of Licensed Software that primarily incorporate compliance updates and coding error fixes are designated as "Maintenance Releases" or "Updates". Maintenance Releases or Updates that Company may make available will be provided at no charge and must be implemented within six months. New releases of Licensed Software that include new content or functionality ("Feature Releases") will be subject to additional license fees at then-current pricing. Maintenance Releases, Updates and Feature Releases are collectively referred to as "Releases". Each Release will be considered Licensed Software governed by the Software License and Licensed Software Support provisions of this Agreement (unless otherwise noted). Implementation of a Release may require Customer to procure, at Customer’s expense, additional hardware and/or software from Company or another entity. Upon installation of a Release, Customer will return or destroy all prior Releases. 13. INTELLECTUAL PROPERTY. a. CUSTOMER’S CONTENT AND CUSTOMER ASSETS. Customer represents and warrants that it owns the customer assets and its content and materials provided to Company in connection with this Agreement or otherwise has the right to authorize Company to perform the Services hereunder. Customer represents and warrants that such content and materials do not, and shall not, contain any content that (i) is libelous, defamatory or obscene and/or (ii) infringes on or violates any applicable laws, regulations or rights of a third party, including without limitation, export laws, or any proprietary, intellectual property, contract, moral or privacy right or any other third party right. CEC approved Ver.1.8.3 Effective 5/14/26 Page 3 of 10 b. XEROX TOOLS. “Xerox Tools” means certain Xerox proprietary tools (including any modifications, enhancements and derivative works) used by Company to provide certain Services Xerox and its licensors will at all times retain all right, title and interest in and to Xerox Tools including without limitation, all intellectual property rights therein, and, except as expressly set forth herein or as set forth in a SOW where limited access to the Xerox Device Manager (XDM) may be granted for a specific purpose, no rights to use, access or operate the Xerox Tools are granted to Customer. Xerox Tools will be installed and operated only by Company or its authorized agents. If required for royalty reporting purposes, Company may disclose Customer’s name and address to Xerox and/or the third-party licensor of certain Xerox Tools. Customer will not decompile or reverse engineer any Xerox Tools or allow others to do so. Customer will have access to reports generated by the Xerox Tools and stored in a provided database as set forth in the applicable SOW. Company may remove Xerox Tools at any time in Company’s sole discretion, provided that the removal of Xerox Tools will not affect Company’s obligations to perform Services, and Customer shall reasonably facilitate such removal. If Xerox Tools are included as part of the Services, they may be used by Customer only in conjunction with such Services. c. LIMITED LICENSE TO ASSESSMENTS AND REPORTS. Customer may duplicate and distribute assessments and/or reports prepared by Company pursuant to this Agreement only for Customer’s internal business purposes. Any recommendations and processes described in assessments and/or reports may only be implemented by Company for Customer and, if implemented, used by Customer only for Customer’s internal business purposes. d. NO GRANTS TO CUSTOMER. Customer agrees that, except as set forth expressly in this Agreement, no other rights or licenses are granted to Customer. Further, the rights granted to Customer in this Section shall immediately terminate if Customer defaults hereunder with respect to any of its obligations related to such grant. 14. CONFIDENTIAL INFORMATION. Information exchanged under this Agreement will be treated as confidential if it is identified as confidential at disclosure or if the circumstances of disclosure would indicate to a reasonable person that the information should be treated as confidential (“Confidential Information”). The terms and conditions of this Agreement are Confidential Information of Company and Customer, and each party agrees not to disclose any of the foregoing without the other party’s prior written consent. Confidential Information will be protected using a reasonable degree of care to prevent unauthorized use or disclosure for two (2) years from the termination or expiration of this Agreement under which such Confidential Information was disclosed, whichever occurs later; provided, however, confidentiality with respect to trade secrets and Xerox Tools will not expire. These obligations of confidentiality will not apply to any Confidential Information that: (1) was in the public domain prior to, at the time of, or subsequent to the date of disclosure through no fault of the receiving party; (2) was rightfully in the receiving party’s possession or the possession of any third party free of any obligation of confidentiality; (3) was developed by the receiving party’s employees independently of and without reference to any of the other party’s Confidential Information; or (4) where disclosure is required by law or a government agency. Upon expiration or termination of this Agreement, each party will return to the other or, if requested, destroy, all Confidential Information of the other in its possession or control, except such Confidential Information as may be reasonably necessary to exercise rights that survive termination of this Agreement. 15. Warranty. Customer acknowledges that the Products covered by this Agreement were selected by Customer based upon its own judgment. Company shall pass through any applicable manufacturer’s warranty to Customer. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT; IMPLIED WARRANTIES OF MERCHANTABILITY; OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE SPECIFICALLY AND UNRESERVEDLY EXCLUDED. 16. Limitation of Liability. In no event shall EITHER PARTY be liable for any indirect, special, incidental, consequential damages, INCLUDING WITHOUT LIMITATION loss of profits, or punitive damages whether based in contract, tort, or any other legal theory and irrespective of whether EITHER PARTY has notice of the possibility of such damages. In no event shall Company be liable to Customer for any direct damages in excess of the fees paid for Services under this Agreement by Customer to Company during the six-month period immediately preceding the event that gave rise to the claim. 17. Default; Remedies. Any of the following events or conditions shall constitute da default under this Agreement: (a) failure by Customer to make payment when due of any indebtedness to Company or for the Products, whether or not arising under this Agreement, without notice or demand by Company; (b) material breach by either party of any other obligation herein where such breach is not cured within thirty (30) days of receipt of written notice from the non-defaulting party detailing such breach; or (c) if Customer ceases doing business as a going concern. If Customer defaults, Company may: (1) require future Services, including Supplies, be paid for in advance, (2) require Customer to immediately pay the amount of the remaining unpaid balance of the Agreement, (3) terminate any and all agreements with Customer, and/or (4) pursue any other remedy permitted at law or in equity. In the event of default by Customer, remaining payment amounts due will be calculated using the average of the last six months’ billing or the amount set forth on the face of the Agreement, whichever is greater, multiplied by the remaining months of the Agreement, to compensate for loss of bargain and not as a penalty. If Company defaults, Customer may terminate Services pursuant to this Agreement with no further obligation to pay for such Services accruing after the effective date of termination; provided, however, that Customer shall remain liable for all amounts due and owing for Services rendered through the effective date of termination. Customer may also pursue legal remedies as permitted under this Agreement. In the event of litigation arising out of this Agreement, the prevailing party shall be entitled to collection of its reasonable costs and attorneys’ fees incurred in defending or enforcing this Agreement. 18. Assignment. Neither party may sell, transfer, or assign this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld, except that Company may assign or transfer this Agreement, in whole or in part, to any of its affiliates that control, are controlled by, or are under common control as Company. 19. Notices. Notices under this Agreement shall be sent as follows: (a) if to Company, addressed to Company and delivered to PO Box 660501, Dallas, TX 75266-0501, Attn: XBS Customer Care , and/or to the email address set forth in Company’s invoices; and (b) if to Customer, addressed to Customer and delivered to the physical address set forth on the Cover Page and/or to any email address Customer provides, or to such other address as provided by a Party in writing from time to time. Notices will be deemed given five (5) days after mailing by first class mail, two (2) days after sending by nationally recognized overnight courier, or on the date of electronic confirmation of receipt of an electronic transmission, when followed by mailing of such notice as provided herein. 20. Indemnification. Each party, if promptly notified by the other and given the right to control the defense, shall indemnify, defend and hold harmless the other party, its affiliates, and their respective officers, directors, employees, agents, successors and assigns, from and against all claims by a third party for losses, damages, costs or liability of any kind (including expenses and reasonable legal fees) that a court finally awards such party (“Claims”) for bodily injury (including death) and damage to real or tangible property, to the extent proximately caused by the negligent acts or omissions, or willful misconduct of the indemnifying party (or its affiliates) in connection with this Agreement. 21. Fax/Electronic Execution. A faxed or electronically transmitted version of this Agreement may be considered the original. This Agreement may be signed in counterparts and all counterparts will be considered and constitute the same Agreement. 22. Warranty to Execute. Each party represents and warrants to the other, as an essential part of this Agreement, that: (i) it is duly organized and validly existing and in good standing under the laws of the state of its incorporation or formation; (ii) this Agreement has been duly authorized by all appropriate corporate action for signature; and (iii) the individual signing this Agreement is duly authorized to do so. 23. Miscellaneous. (a) Choice of Law. This Agreement shall be governed by the laws of the state of New York (without regard to conflict of laws principles); (b) Jury Trial. THE PARTIES EXPRESSLY WAIVE TRIAL BY JURY AS TO ALL ISSUES ARISING OUT OF OR RELATED TO THIS AGREEMENT; (c) Entire Agreement. This Agreement constitutes the entire agreement between the parties with regards to the subject matter herein and supersedes all prior agreements, proposals or negotiations, whether oral or written; (d) Enforceability. If any provision of this Agreement is unenforceable, illegal or invalid, the remaining provisions will remain in full force and effect; (e) Amendments. This Agreement may not be amended or modified except by a writing signed by the parties; provided Customer agrees that Company is authorized, without notice to Customer, to supply missing information or correct obvious errors provided that such change does not materially alter Customer’s obligations; (f) Force Majeure. Company shall not be responsible for delays or inability to provide Products or Services caused directly or indirectly by strikes, accidents, climate conditions, parts availability, unsafe travel conditions, or other reasons beyond Company’s control. CEC approved Ver.1.8.3 Effective 5/14/26 Page 4 of 10 PRODUCT SCHEDULE (SCHEDULE A) This Product Schedule/Schedule A is attached to and becomes part of the Agreement. PRODUCTS QTY MFG / MODEL DESCRIPTION ID# SERIAL NUMBER STARTING BLACK METER STARTING COLOR METER ADDRESS METER POOLS 1 PrimeLink B9100 Copier/Printer PrimeLink B9100 Copier/Printer with Accessories CET ELEMENTARY SCHOOL 8 GERSTEIN STREET CROTON-ON-HUDSON, NY 10520 B&W: Pool #1 1 Xerox MX951XSE Mono Multifunction Xerox MX951XSE Mono Multifunction with Accessories HIGH SCHOOL 36 OLD POST ROAD SOUTH CROTON ON HUDSON, NY 10520 B&W: Pool #1 1 PrimeLink B9100 Copier/Printer PrimeLink B9100 Copier/Printer with Accessories CET ELEMENTARY SCHOOL 8 GERSTEIN STREET CROTON-ON-HUDSON, NY 10520 B&W: Pool #1 1 PrimeLink B9100 Copier/Printer PrimeLink B9100 Copier/Printer with Accessories CET ELEMENTARY SCHOOL 8 GERSTEIN STREET CROTON-ON-HUDSON, NY 10520 B&W: Pool #1 1 PrimeLink B9100 Copier/Printer PrimeLink B9100 Copier/Printer with Accessories HIGH SCHOOL 36 OLD POST ROAD SOUTH CROTON ON HUDSON, NY 10520 B&W: Pool #1 1 PrimeLink B9100 Copier/Printer PrimeLink B9100 Copier/Printer with Accessories HIGH SCHOOL 36 OLD POST ROAD SOUTH CROTON ON HUDSON, NY 10520 B&W: Pool #1 1 PrimeLink B9100 Copier/Printer PrimeLink B9100 Copier/Printer with Accessories PVC MIDDLE SCHOOL 3 GLEN PLACE CROTON-ON-HUDSON, NY 10520 B&W: Pool #1 1 Xerox CX951TSE Color Multifunction Xerox CX951TSE Color Multifunction with Accessories CET ELEMENTARY SCHOOL 8 GERSTEIN STREET CROTON-ON-HUDSON, NY 10520 B&W: Pool #1 Color: Pool #1 1 AltaLink B8270H2 AltaLink B8270H2 with Accessories HIGH SCHOOL 36 OLD POST ROAD SOUTH CROTON ON HUDSON, NY 10520 B&W: Pool #1 1 Xerox MX951XSE Mono Multifunction Xerox MX951XSE Mono Multifunction with Accessories PVC MIDDLE SCHOOL 3 GLEN PLACE CROTON-ON-HUDSON, NY 10520 B&W: Pool #1 1 AltaLink C8270H2 AltaLink C8270H2 with Accessories DISTRICT OFFICE 10 GERSTEIN STREET CROTON ON HUDSON, NY 10520 B&W: Pool #1 Color: Pool #1 CUSTOMER ACCEPTANCE By executing this agreement, I acknowledge that I have read and understand this agreement and I certify that I am authorized to execute this agreement on behalf of customer. Authorized signature acknowledges terms / conditions and expiration dates or meter readings. The terms and conditions on the face and reverse side of this agreement correctly set forth the entire agreement between parties. AUTHORIZED CUSTOMER SIGNATURE: **signature** TITLE: **title** SIGNER’S NAME (PRINTED): **fullname** DATE: **datesigned** COMPANY SALES: **signature2** DATE: **datesigned2** CEC approved Ver.1.8.3 Effective 5/14/26 Page 5 of 10 CEC approved Ver.1.8.3 Effective 5/14/26 Page 5 of 10 CEC approved Ver.1.8.3 Effective 5/14/26 Page 6 of 10 XEROX® ADVANCED MANAGED PRINT SERVICES STATEMENT OF WORK THIS XEROX® ADVANCED MANAGED PRINT SERVICES STATEMENT OF WORK (''AMPS SOW'' or ''this SOW'') is hereby attached to and made a part of the SSA and/or MSA (''Agreement'') entered into by and between Xerox Business Solutions, LLC (''Company') and Croton-Harmon Union Free School District (''Customer''), collectively the ''Parties'', to add the AMPS as further described herein. The effective date of this AMPS SOW is 10/28/2026. Except as expressly set forth herein, the Agreement’s terms and conditions are incorporated herein and shall govern the provision of AMPS pursuant to this AMPS SOW. 1. DEFINED TERMS - Terms defined within the Agreement and used herein shall have the meaning set forth in the Agreement unless expressly set forth otherwise below. Company – Refers to the Company identified in the Agreement and referenced above, and operationally may include or refer to its affiliates executing Services on its behalf. In-Scope AMPS Equipment – AMPS-Eligible Equipment installed in the Sites and managed by Company as defined by the Xerox Tools under this AMPS SOW. Xerox® Advanced Managed Print Services (AMPS) – Services provided by Company under this XPSAS SOW on In-Scope AMPS Equipment, which include proactive meter reads, proactive Supplies requests, and proactive break/fix requests. Xerox® Support Assistant – An app running on a Xerox ConnectKey printer that shows the user the status of AMPS Incidents, and enables the user to raise new Incidents or submit meter reads into the AMPS process. 2. SERVICES DESCRIPTION – AMPS provides proactive meter reads, proactive Supplies requests, and proactive break/fix requests for In-Scope AMPS Equipment. a. Company shall operate the Xerox’s Service Desk Support during Company’s normal business hours on Company’s business days. Service Desk Support includes receipt of Service Calls by service provider. Service Calls may be generated from automatic alerts from In-Scope Devices (Proactive Service Call) or from the web portal by a Customer or Reseller or by telephone (Reactive Service Call). b. To enable Company to provide the expected proactive Services and Supplies, Customer agrees to the use of a monitoring tool (see Xerox Tools). Customer ensures the selected tool continues to run and/or connects to their network and devices. Company is available for technical support of that tool, and the operation and maintenance of any Cloud component. c. If the chosen device management solution is Xerox Workplace Cloud Fleet Management ('CFM'), then by agreeing to this AMPS SOW You also agree to terms as defined in the following end user licensing agreement, as well as any periodic updates thereto, relating to the use of Xerox Tools to deliver the AMPS covered in this AMPS SOW. Company and/or Xerox Corporation reserve the right to update these terms at any time. www.xerox.com/downloads/usa/en/x/XWC-and-CFM-Terms-of-Service-and-EULA.pdf For other solutions, Terms and Conditions will be presented in the tool User Interface itself during implementation. 3. XEROX TOOLS - Company may utilize one or more of the following Xerox Tools to provide AMPS: a. Xerox Workplace Cloud Fleet Management solution (''CFM'') – software that provides device data for monitoring of supplies, break/fix and meters and allows policy-based compliance to automate print fleet security; remote setting configuration; and security, patch and password management. b. Xerox Device Agent (''XDA'') is an application that enables the monitoring and assessment of the status and output of In-Scope Devices. c. Xerox Device Manager (''XDM'') - an application that enables the monitoring and assessment of the status and output of In-Scope Devices. d. Xerox Device Direct (''XDD'') - an application is embedded in the firmware of certain devices that allows In-Scope AMPS Equipment to automatically communicate Device Data to Xerox for monitoring purposes. e. Xerox Services Manager (''XSM'') – a Web-based application providing Company with data enabling centralized asset tracking; device and supplies monitoring; and break/fix incident management. CEC approved Ver.1.8.3 Effective 5/14/26 Page 7 of 10 f. Xerox Report Manager (''XRM'') - an application that allows standard and custom reporting from XSM. g. Fleet Management Portal (''FMP'') - an online portal that provides program and device status and analytics. h. Xerox MPS Advanced Analytics (''MPS AA'') - a cloud-based reporting tool that presents data in a business intelligence format 4. TERM - Unless otherwise stated herein or in the Agreement, the term of this AMPS SOW shall be the same as the Term of the Agreement. 5. CHARGES – Charges for AMPS are set forth in the signed Agreement to which this AMPS SOW is attached and are exclusive of any and all applicable Taxes. 6. CHANGES – To the extent that the Parties wish to add or make modifications to this AMPS SOW, all such changes will be documented in a AMPS SOW Amendment signed by both Parties. 7. ADDITIONAL TERMS AND CONDITIONS SPECIFIC TO AMPS SOW – a. ADDITIONAL WARRANTY DISCLAIMER – IN ADDITION TO THE WARRANTIES AND DISCLAIMERS IN THE AGREEMENT, THE FOLLOWING SHALL APPLY TO AMPS: EXCEPT AS STATED IN THE AGREEMENT, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, REGARDING THE PERFORMANCE OF AMPS , AND COMPANY DOES NOT WARRANT THAT AMPS WILL BE COMPATIBLE WITH ALL OF CUSTOMER’S SOFTWARE, OR WILL MEET CUSTOMER’S REQUIREMENTS, OR WILL BE ERROR FREE. If there is a conflict between the contents of the Agreement and this AMPS SOW, this SOW shall control but only with respect to the provision of AMPS. The terms and conditions of this AMPS SOW apply only to the provision of the AMPS, and do not affect, amend, or modify any of the provision of any other Services under the Agreement. * Signature Page Follows * Xerox Business Solutions, LLC Croton-Harmon Union Free School District Print Name: _________________________________ Print Name: **fullname** __________________________________ Print Title: _________________________________ Print Title: **title** _________________________________ Sign: **signature2** _________________________________ Sign: **signature** __________________________________ Date: **datesigned2** _________________________________ Date: **datesigned** __________________________________ CEC approved Ver.1.8.3 Effective 5/14/26 Page 8 of 10 Appendix 1 - Service Desk Support Activities - Table One Activity Service Desk Support Xerox/XBS Receive and log Service Call in Fleet Management Portal (FMP) ✔ Monitor Proactive Service alerts *** on network connected compliant In-Scope Devices with fault reporting capability ✔ Collect and log Call Data* ✔ Undertake basic diagnosis including web troubleshooting processes via Remote Call Assist (RCA) where the In Scope Device contains features that enable remote diagnosis and repair of problems and log activity ✔ Validate requests for consumables against entitlement, e.g., volume and order history ✔ Escalation to Level 2 Support within XSM with Call Data if RCA is unsuccessful ✔ Arrange shipment of Consumable to Customer ✔ Arrange advanced remote diagnosis with Customer upon Service Call using RCA and log activity on XSM ✔ Follow up daily on progress of Service Call (Level One Support/Level Two Support follow up on the tickets owned at that stage) ✔ Log activities on open ticket on XSM (by the Level that owns the ticket at that stage) ✔ Close ticket (by the Level that owns the ticket at that stage) ✔ * Call Data means Asset Tag Number (required); Serial Number (required); Customer Service Centre/Customer end user name (required); Customer Service Centre/Customer end user contact number; (required); Incident statement (required); Fault Type (required where break fix incident), Customer Service Centre/Customer end user email address; Device location; Internal reference number (if applicable); and meter reads. Call Data is Customer Data Assumptions: *** Advanced MPS Services, pro-active supplies and break/fix support, proper functioning of and data availability for the Xerox Tools and performance levels are dependent on active monitoring tools, such as XDA, XDM, XDD or CFM. It’s the Customer’s responsibility to keep such tools connected to the in-scope devices. CEC approved Ver.1.8.3 Effective 5/14/26 Page 9 of 10 TRADE-IN EQUIPMENT / LEASE RETURN FORM This Form is attached to and becomes part of the Agreement between the Company and the undersigned Customer. RETURN TO COMPANY LEASE CONTRACT # SALES REP PEAC (XFS/Marlin Legacy) 211-4074512-001 Robert J Oliverio BILL TO CONTACT CUSTOMER # CH50:182054-B CONTACT Kelly Lent CUSTOMER NAME Croton-Harmon Union Free School District PHONE 9142714713 ADDRESS 10 Gerstein Street Croton-on-Hudson,NY 10520 EMAIL kelly.lent@chufsd.org BUYOUT / TRADE-IN TRADE-IN TYPE TERMS OF PAYOFF XFS Upgrade Company is performing an equipment upgrade and lease payoff for equipment listed for Customer with the same leasing company. The Company will pick up and return the equipment on the Customer's behalf. MAKE/MODEL PICKUP LOCATION SERIAL # SERVICE TAG BW METER COLOR TOTAL DISPOSITION Xerox VersaLink B7135 PVC MIDDLE SCHOOL 3 GLEN PLACE CROTON-ON-HUDSON, NY 10520 QPA082803 AH7263 Return Xerox PrimeLink B9100 PVC MIDDLE SCHOOL 3 GLEN PLACE CROTON-ON-HUDSON, NY 10520 EDQ725209 AH6593 Return Xerox PrimeLink B9100 HIGH SCHOOL 36 OLD POST ROAD SOUTH CROTON ON HUDSON, NY 10520 EDQ725216 AH6564 Return Xerox VersaLink B7135 HIGH SCHOOL 36 OLD POST ROAD SOUTH CROTON ON HUDSON, NY 10520 QPA082850 AH7268 Return Xerox PrimeLink B9100 HIGH SCHOOL 36 OLD POST ROAD SOUTH CROTON ON HUDSON, NY 10520 EDQ725195 AH6560 Return Xerox AltaLink B8170 DISTRICT OFFICE 10 GERSTEIN STREET CROTON ON HUDSON, NY 10520 HHZ763779 AH6978 Return Xerox AltaLink C8135 CET ELEMENTARY SCHOOL 8 GERSTEIN STREET CROTON-ON-HUDSON, NY 10520 ELQ591471 AH6971 Return Xerox PrimeLink B9100 CET ELEMENTARY SCHOOL 8 GERSTEIN STREET CROTON-ON-HUDSON, NY 10520 EDQ726228 AH7685 Return Xerox PrimeLink B9100 CET ELEMENTARY SCHOOL 8 GERSTEIN STREET CROTON-ON-HUDSON, NY 10520 EDQ725206 AH6562 Return Xerox PrimeLink B9100 CET ELEMENTARY SCHOOL 8 GERSTEIN STREET CROTON-ON-HUDSON, NY 10520 EDQ725197 AH6561 Return The Company agrees to remove, store and return (if applicable) the Trade-In Equipment listed above at no charge provided the following: 1. You, the Customer, maintain insurance coverage for the Trade-In Equipment until the equipment has been returned to the leasing company. INITIAL (**initials**) CUSTOMER ACCEPTANCE I acknowledge that I have read and understand this agreement and I certify that I am authorized to execute this agreement on behalf of Customer. Authorized signature certifies the accuracy of the information provided herein. Unless otherwise indicated in this agreement, it is solely the Customer's responsibility to secure any sensitive data and permanently delete such data from the internal media storage prior to Company taking possession of the equipment. The Customer shall hold the Company harmless from the Customer's failure to secure and permanently delete all such data. AUTHORIZED CUSTOMER SIGNATURE: **signature** TITLE: **title** SIGNER’S NAME (PRINTED): **fullname** DATE: **datesigned** CEC approved Ver.1.8.3 Effective 5/14/26 Page 10 of 10 COMPANY SALES: **signature2** DATE: **datesigned2** ver.202503.ds.cpra Page 1 of 3 Rev. 03/03/25 Copy Plus Rental Agreement The words “User,” “Lessee,” “you” and “your” refer to Customer. The words “Owner,” “Lessor,” “we,” “us” and “our” refer to Xerox Business Solutions, LLC, with its principal place of business at 401 Merritt 7, Norwalk, CT 06851. CUSTOMER INFORMATION FULL LEGAL NAME STREET ADDRESS Croton-Harmon Union Free School District 10 Gerstein Street CITY STATE ZIP PHONE FAX Croton-on-Hudson NY 10520 9142714713 BILLING NAME (IF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS Croton-Harmon Union Free School District 10 Gerstein Street CITY STATE ZIP E-MAIL Croton-on-Hudson NY 10520 kelly.lent@chufsd.org EQUIPMENT LOCATION (IF DIFFERENT FROM ABOVE) See attached Schedule A EQUIPMENT DESCRIPTION MAKE/MODEL/ACCESSORIES SERIAL NO. STARTING METER See attached Schedule A TERM & PAYMENT INFORMATION 63 months Payments* of $ $5,112.21 Monthly The payment (“Payment”) period is monthly unless otherwise indicated. *plus applicable taxes Payment includes See attached Schedule A B&W Pages per month Overages billed at $ See attached Schedule A per B&W page* Payment includes See attached Schedule A Color Pages per month Overages billed at $ See attached Schedule A per Color page* Payment includes See attached Schedule A B&W Prints per month Overages billed at $ See attached Schedule A per B&W print* Payment includes See attached Schedule A Color Prints per month Overages billed at $ See attached Schedule A per Color print* Upon acceptance of the Equipment, THIS AGREEMENT IS NONCANCELABLE, IRREVOCABLE AND CANNOT BE TERMINATED. OWNER ACCEPTANCE Xerox Business Solutions, LLC OWNER SIGNATURE PRINT NAME / TITLE DATED CUSTOMER ACCEPTANCE BY SIGNING BELOW OR AUTHENTICATING AN ELECTRONIC RECORD HEREOF, YOU CERTIFY THAT YOU HAVE REVIEWED AND DO AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT ON THIS PAGE AND ON PAGE 2 ATTACHED HERETO. You acknowledge and agree that the Equipment has been delivered to you and you hereby accept such Equipment on an "AS-IS, WHERE-IS" basis for all purposes as of the date hereof. Upon you signing below, your promises herein will be non-cancelable, irrevocable and unconditional in all respects. Croton-Harmon Union Free School District X**signature** **title** CUSTOMER (as referenced above) SIGNATURE TITLE **ein** **fullname** **datesigned** FEDERAL TAX I.D. # PRINT NAME DATED TERMS AND CONDITIONS (Continued on Page 2) 1. AGREEMENT: You agree to rent from us the goods, together with all replacements, parts, repairs, additions, and accessions incorporated therein or attached thereto and any and all proceeds of the foregoing, including, without limitation, insurance recoveries ("Equipment") and, if applicable, finance certain intangible items such as software, software or subscription license(s), software components, prepaid cloud credits or professional services (collectively, the “Financed Items,” which are included in the word “Equipment” unless separately stated) from licensor(s) and/or supplier(s) (collectively, the “Supplier”), all as described in this Agreement and in any attached schedule, addendum or amendment hereto (“Agreement”). You represent and warrant that you will use the Equipment for business purposes only and that the Equipment is new, unless otherwise noted. You agree to all of the terms and conditions contained in this Agreement, which, with the acceptance certification, is the entire agreement between you and us regarding the Equipment and which supersedes all prior agreements, including any purchase order, invoice, request for proposal, response or other related document. This Agreement becomes valid upon execution by us. In order to facilitate an orderly transition, the start date of this Agreement will be the date the Equipment is delivered to you or a date designated by us. If a later start date is designated, you agree to pay us a transitional payment equal to 1/30th of the Payment, multiplied by the number of days between the date the Equipment is delivered to you and the designated start date. If any provision of this Agreement is declared unenforceable, the other provisions herein shall remain in full force and effect to the fullest extent permitted by law. 2. OWNERSHIP; PAYMENTS; TAXES AND FEES: We own the Equipment, excluding any Financed Items. Ownership of any Financed Items shall remain with Supplier thereof. You will pay all Payments, as adjusted, when due, without notice or demand and without abatement, set-off, counterclaim or deduction of any amount whatsoever. If any part of a Payment is more than 5 days late, you agree to pay a late charge equal to: a) the higher of 10% of the Payment which is late or $26.00, or b) if less, the maximum charge allowed by law. The Payment may be adjusted proportionately upward or downward: (i) if the shipping charges or taxes differ from the estimate given to you; and/or (ii) to comply with the tax laws of the state in which the Equipment is located. You agree to reimburse us for all applicable taxes, assessments and penalties related to this Agreement, whenever levied or assessed on this Agreement, on us or you, or on the Equipment, its rental, sale, ownership, possession, use or operation. If we are not going to file and pay, you will be notified in writing within 60 days after commencement and or billed directly to you by your taxing jurisdiction. If we pay any taxes or other expenses that are owed hereunder, you agree to reimburse us when we request and to pay us a processing fee for each expense we pay on your behalf and to pay us an annual tax processing fee up to $50. You agree to pay us an origination fee of $189.50 for all closing costs. We may apply all sums received from you to any amounts due and owed to us under the terms of this Agreement. If APPLICATION NO. AGREEMENT NO. ver.202503.ds.cpra Page 2 of 3 Rev. 03/03/25 for any reason your check is returned for insufficient funds, you will pay us a service charge of $30 or, if less, the maximum charge allowed by law. We may make a profit on any fees, estimated tax payments and other charges paid under this Agreement. 3. EQUIPMENT; SECURITY INTEREST: At your expense, you shall keep the Equipment: (i) in good repair, condition and working order, in compliance with applicable laws, ordinances and manufacturers’ and regulatory standards; (ii) free and clear of all liens and claims; and (iii) at your address shown on page 1, and you agree not to move Equipment unless we agree in writing. You grant us a security interest in the Equipment to secure all amounts you owe us under any agreement with us, except amounts secured by land and buildings in addition to the Equipment. You authorize and ratify our filing of any financing statement(s). You will not change your name, state of organization, headquarters or residence without providing prior written notice to us. You will notify us within 30 days if your state of organization revokes or terminates your existence. 4. INSURANCE; COLLATERAL PROTECTION; INDEMNITY; LOSS OR DAMAGE: You agree to keep the Equipment fully insured against all risk, with us named as lender’s loss payee, in an amount not less than the full replacement value of the Equipment until this Agreement is terminated. You also agree to maintain liability insurance with such coverage and from such insurance carrier as shall be satisfactory to us and to include us as an additional insured on the policy. You will provide written notice to us within 10 days of any modification or cancellation of your insurance policy(s). You agree to provide us certificates or other evidence of insurance acceptable to us. If you do not provide us with acceptable evidence of property insurance within 30 days after the start of this Agreement, we may, at our sole discretion, do as provided in either (A) or (B) below: (A) We may secure property loss insurance on the Equipment from a carrier of our choosing in such forms and amounts as we deem reasonable to protect our interests. If we secure insurance on the Equipment, we will not name you as an insured party, your interests may not be fully protected, and you will reimburse us the premium which may be higher than the premium you would pay if you obtained insurance, and which may result in a profit to us through an investment in reinsurance. In addition, you agree to pay us our standard fees in connection with obtaining such insurance. If you are current in all of your obligations under the Agreement at the time of loss, any insurance proceeds received will be applied, at our option, to repair or replace the Equipment, or to pay us the remaining payments due or to become due under this Agreement, plus our booked residual, both discounted at 2% per annum. (B) We charge you a monthly property damage surcharge of up to .0035 of the Equipment cost as a result of our credit risk and administrative and other costs, as would be further described on a letter from us to you. We may make a profit on this program. NOTHING IN THIS PARAGRAPH WILL RELIEVE YOU OF RESPONSIBILITY FOR LIABILITY INSURANCE ON THE EQUIPMENT. We are not responsible for, and you agree to hold us harmless and reimburse us for and to defend on our behalf against, any claim for any loss, expense, liability or injury caused by or in any way related to delivery, installation, possession, ownership, renting, manufacture, use, condition, inspection, removal, return or storage of the Equipment. All indemnities will survive the expiration or termination of this Agreement. You are responsible for any loss, theft, destruction or damage to the Equipment (“Loss”), regardless of cause, whether or not insured. You agree to promptly notify us in writing of any Loss. If a Loss occurs and we have not otherwise agreed in writing, you will promptly pay to us the unpaid balance of this Agreement, including any future Payments to the end of the term plus the anticipated residual value of the Equipment, both discounted to present value at 2%. Any proceeds of insurance will be paid to us and credited against the Loss. You authorize us to sign on your behalf and appoint us as your attorney-in-fact to endorse in your name any insurance drafts or checks issued due to a Loss. 5. ASSIGNMENT: YOU SHALL NOT SELL, TRANSFER, ASSIGN, ENCUMBER, PLEDGE OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT, without our prior written consent, which will not be unreasonably withheld. You shall not consolidate or merge with or into any other entity, distribute, sell or dispose of all or any substantial portion of your assets other than in the ordinary course of business, without our prior written consent, which shall not be unreasonably withheld, and the surviving, or successor entity or the transferee of such assets, as the case may be, shall assume all of your obligations under this Agreement by a written instrument acceptable to us. No event shall occur which causes or results in a transfer of majority ownership of you while any obligations are outstanding hereunder. We may sell, assign, or transfer this Agreement without notice to or consent from you. You agree that if we sell, assign or transfer this Agreement, our assignee will have the same rights and benefits that we have now and will not have to perform any of our obligations. You agree that our assignee will not be subject to any claims, defenses, or offsets that you may have against us. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. 6. DEFAULT AND REMEDIES: You will be in default if: (i) you do not pay any Payment or other sum due to us or you fail to perform in accordance with the covenants, terms and conditions of this Agreement or any other agreement with us or any of our affiliates; (ii) you make or have made any false statement or misrepresentation to us; (iii) you or any guarantor dies, dissolves, liquidates, terminates existence or is in bankruptcy; (iv) you or any guarantor suffers a material adverse change in its financial, business or operating condition; or (v) any guarantor defaults under any guaranty for this Agreement. If you are ever in default, at our option, we can cancel this Agreement and require that you pay the unpaid balance of this Agreement, including any future Payments to the end of term plus the anticipated residual value of the Equipment, both discounted to present value at 2%. We may recover default interest on any unpaid amount at the rate of 12% per year. Concurrently and cumulatively, we may also use any remedies available to us under the UCC and any other law and we may require that you immediately stop using any Financed Items. If we take possession of the Equipment, you agree to pay the costs of repossession, moving, storage, repair and sale. The net proceeds of the sale of any Equipment will be credited against what you owe us under this Agreement and you will be responsible for any deficiency. In the event of any dispute or enforcement of our rights under this Agreement or any related agreement, you agree to pay our reasonable attorneys’ fees (including any incurred before or at trial, on appeal or in any other proceeding), actual court costs and any other collection costs, including any collection agency fee. LIMITATION ON LIABILITY: IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY DIRECT DAMAGES IN EXCESS OF THE FEES PAID BY YOU UNDER THIS AGREEMENT IN THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO THE CLAIM. Any delay or failure to enforce our rights under this Agreement will not prevent us from enforcing any rights at a later time. You agree that this Agreement shall be a "Finance Lease" as defined by Article 2A of the UCC and your rights and remedies are governed exclusively by this Agreement. You waive all rights under sections 2A-508 through 522 of the UCC, as may be amended. If interest is charged or collected in excess of the maximum lawful rate, we will refund such excess to you, which will be your sole remedy. 7. INSPECTIONS AND REPORTS: We have the right, at any reasonable time, to inspect the Equipment and any documents relating to its installation, use, maintenance and repair. Within 30 days after our request, you will deliver all requested information which we deem reasonably necessary to determine your current financial condition and faithful performance of the terms hereof. Financial information will generally not be required unless your exposure with us exceeds $1,000,000. Unless otherwise accepted by us, each financial statement shall be prepared in accordance with generally accepted accounting principles consistently applied and shall fairly and accurately present your financial condition and results of operations for the period to which it pertains. You authorize us to obtain credit bureau reports for credit and collection purposes and to share them with our affiliates and agents. 8. END OF TERM: At the end of the initial term, this Agreement shall renew for successive 12-month renewal term(s) under the same terms hereof unless you send us written notice between 90 and 150 days before the end of the initial term or at least 60 days before the end of any renewal term that you want to return the Equipment, and you timely return the Equipment. You shall continue making Payments and paying all other amounts due after the end of the initial term until the Equipment is returned in accordance with the terms of this Agreement. As long as you have given us the required written notice, you will return all of the Equipment to a location we specify, at your expense, in retail re-saleable condition, full working order and complete repair. If you so request, and we permit the early termination of this Agreement, you agree to pay a fee for such privilege. YOU ARE SOLELY RESPONSIBLE FOR REMOVING ANY DATA THAT MAY RESIDE IN THE EQUIPMENT, INCLUDING BUT NOT LIMITED TO HARD DRIVES, DISK DRIVES OR ANY OTHER FORM OF MEMORY. You cannot pay off this Agreement or return the Equipment prior to the end of the initial term without our consent. If we consent, we may charge you, in addition to other amounts owed, an early termination fee. 9. USA PATRIOT ACT NOTICE; ANTI-TERRORISM AND ANTI-CORRUPTION COMPLIANCE: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each customer who opens an account. When you enter into a transaction with us, we ask for your business name, address and other information that will allow us to identify you. We may also ask to see other documents that substantiate your business identity. You and any other person who you control, own a controlling interest in, or who owns a controlling interest in or otherwise controls you in any manner (“Representatives”) are and will remain in full compliance with all laws, regulations and government guidance concerning foreign asset control, trade sanctions, embargoes, and the prevention and detection of money laundering, bribery, corruption, and terrorism, and neither you nor any of your Representatives is or will be listed in any Sanctions-related list of designated persons maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control or successor or the U.S. Department of State. You shall, and shall cause any Representative to, provide such information and take such actions as are reasonably requested by us in order to assist us in maintaining compliance with anti-money laundering laws and regulations. 10. MISCELLANEOUS: Unless otherwise stated in an amendment, supplement or addendum hereto, the parties agree that: (i) this Agreement and any related documents hereto may be authenticated by electronic means; (ii) the “original” of this Agreement shall be the copy that bears your manual, facsimile, scanned or electronic signature and that also bears our manually signed signature and is held by us; and (iii) to the extent this Agreement constitutes chattel paper (as defined by the UCC), a security interest may only be created in the original. Notwithstanding the foregoing, (i) for evidentiary purposes, any faxed, scanned or electronic copy of this Agreement may be considered the original, and you waive the right to challenge in court the authenticity or binding effect of any such copy or signature thereon; and (ii) we reserve the right to require you to sign any instrument manually and to deliver to us an original of such document. You agree to execute any further documents that we may request to carry out the intents and purposes of this Agreement. All notices shall be mailed or delivered by electronic transmission or via overnight courier to the respective parties at the addresses shown on this Agreement or such other address as a party may provide in writing from time to time. By providing us with a telephone number for a cellular phone or other wireless device, including a number that you later convert to a cellular number, you are expressly consenting to receiving communications, including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system, from us and our affiliates and agents at that number. This express consent applies to each such telephone number that you provide to us now or in the future and permits such calls for non-marketing purposes. Calls and messages may incur access fees from your cellular provider. You authorize us to make non-material amendments (including completing and conforming the description of the Equipment) on any document in connection with this Agreement. Unless stated otherwise herein, all other modifications to this Agreement must be in writing and signed by each party or in a duly authenticated electronic record. This Agreement may not be modified by course of performance. You authorize us to insert or correct missing information on this Agreement, including but not limited to agreement numbers, serial numbers and other Equipment information. 11. WARRANTY DISCLAIMERS: WE ARE RENTING THE EQUIPMENT TO YOU “AS-IS.” YOU HAVE SELECTED SUPPLIER(S) AND THE EQUIPMENT BASED UPON YOUR OWN JUDGMENT. IN THE EVENT WE ASSIGN THIS AGREEMENT, OUR ASSIGNEE DOES NOT TAKE RESPONSIBILITIES FOR THE INSTALLATION OR PERFORMANCE OF THE EQUIPMENT. YOU WILL CONTINUE TO MAKE ALL PAYMENTS UNDER THIS AGREEMENT REGARDLESS OF ANY CLAIM OR COMPLAINT AGAINST ANY SUPPLIER, LICENSOR OR MANUFACTURER, AND ANY FAILURE OF A SERVICE PROVIDER TO PROVIDE SERVICES WILL NOT EXCUSE YOUR OBLIGATIONS TO US UNDER THIS AGREEMENT. YOU ARE NOT ENTITLED TO REDUCE OR SET-OFF AGAINST AMOUNTS DUE UNDER THIS AGREEMENT FOR ANY REASON, INCLUDING ALL INSTANCES WHERE THE TERM OF A FINANCED ITEM OR ASSOCIATED SERVICE MAY NOT BE COTERMINOUS WITH THE TERM OF THIS AGREEMENT. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, OF, AND TAKE ABSOLUTELY NO RESPONSIBILITY FOR, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONDITION, QUALITY, ADEQUACY, TITLE, DATA ACCURACY, SYSTEM INTEGRATION, FUNCTION, DEFECTS, OR ANY OTHER ISSUE IN REGARD TO THE EQUIPMENT, ANY ASSOCIATED SOFTWARE AND ANY FINANCED ITEMS. SO LONG AS YOU ARE NOT IN DEFAULT UNDER THIS AGREEMENT, WE ASSIGN TO YOU ANY WARRANTIES GIVEN TO US. 12. LAW; JURISDICTION/VENUE; JURY WAIVER: This Agreement will be governed by and construed in accordance with the law of the state of the principal place of business of Owner or, if assigned, the assignee’s principal place of business. You consent to the jurisdiction and venue of any state or federal court in the state of the Owner or, if assigned, where its assignee has its principal place of business and waive the defense of inconvenient forum. For any action arising out of or relating to this Agreement or the Equipment, BOTH PARTIES WAIVE ALL RIGHTS TO A TRIAL BY JURY. 13. MAINTENANCE AND SUPPLIES: The charges established by this Agreement include payment for the use of the Equipment, accessories, maintenance by Supplier(s) during normal business hours, inspection, adjustment, parts replacement, drums, cleaning material required for proper operation and toner and developer. Paper and staples must be separately purchased by you. The per page/print charge and overages per page/print charge are based upon an 8 1/2” x 11” letter size page, print with an average 5% image fill, or its equivalent. If we determine that you have used 15% more consumable supplies than normal (as determined by the manufacturer’s specifications) to produce pages/prints, you agree to pay us an amount from time to time which may be necessary to offset such increased usage. If necessary, the maintenance and supply portion of this Agreement may be assigned by us. We may charge you a monthly supply freight fee to cover our costs of shipping supplies to you. You agree to pay all amounts owing under this Agreement regardless of any claim you have against Supplier relating to the maintenance and supplies, which are being provided to you pursuant to a separate arrangement with Supplier (“Arrangement”). Supplier will be solely responsible for performing all services and providing all supplies under the Arrangement. Services may be delivered by Supplier’s affiliates and/or subcontractors, at Supplier’s sole discretion. You agree not to hold Owner (if different from Supplier) or any assignee of this Agreement responsible for Supplier’s obligations under the Arrangement. As a convenience to you, we may provide you with one invoice covering amounts owing under this Agreement and the Arrangement. Each month, you are entitled to produce the minimum number of pages/prints shown on page 1 for each applicable page/print type. Regardless of the number of pages/prints made, you will never pay less than the minimum Payment. You agree to provide periodic meter readings on the Equipment. You agree to pay the applicable overage charge for each metered page/print that exceeds the applicable minimum number of pages/prints. Pages/prints made on equipment marked as not financed under this Agreement will be included in determining your page/print and overage charges. At the end of the first year of this Agreement, and once each successive 12-month period thereafter, the Payment and the overage charges may be increased by a maximum of 20% of the existing payment or charge and where a contract is subject to flat rate pricing, modify the Payment accordingly based on Customer’s usage during the previous 12-month period. 14. METER; ELECTRIC SERVICES: Most equipment will be connected to a remote transmission tool which will report the number of images made on the Equipment each month and upon which monthly invoices will be based. If a remote transmission tool is not installed and otherwise upon request, you will provide us, by telephone, e-mail or fax with the actual meter readings three days prior to your due date. We may estimate the number of images used if such meter readings are not received from you by us within 2 days. The estimated charge for excess images shall be adjusted upon receipt of actual meter readings. If you are unable to maintain remote transmission, we reserve the right to charge you a per device fee for such affected Equipment due to the increased service visits that will be required in order for Supplier to: (x) obtain such information, (y) provide such transmissions and/or (z) provide such maintenance services and supplies that otherwise would have been provided remotely and/or proactively. If you elect to not install a remote transmission tool, a manual meter collection fee as outlined on the Supplier’s currently published fee schedule shall apply. You agree to provide adequate space without charge for the Equipment, adequate electricity (including, if necessary, a dedicated 110 or 220 volt line), an electrical surge suppressor with a UL- 1449 rating or better, and reasonable storage for supplies to be used with the equipment. ver.202503.ds.cpra Page 3 of 3 Rev. 03/03/25 Schedule A This Schedule “A” is to be attached to and becomes part of the above-referenced Agreement by and between the undersigned and Xerox Business Solutions, LLC. EQUIPMENT DESCRIPTION Quantity Model and Description Location Serial Number Starting Meter Meter Pools 1 AltaLink B8270H2 with Accessories HIGH SCHOOL 36 OLD POST ROAD SOUTH CROTON ON HUDSON, NY 10520 B&W: Pool #1 1 AltaLink C8270H2 with Accessories DISTRICT OFFICE 10 GERSTEIN STREET CROTON ON HUDSON, NY 10520 B&W: Pool #1 Color: Pool #1 1 PrimeLink B9100 Copier/Printer with Accessories CET ELEMENTARY SCHOOL 8 GERSTEIN STREET CROTON-ON-HUDSON, NY 10520 B&W: Pool #1 1 PrimeLink B9100 Copier/Printer with Accessories CET ELEMENTARY SCHOOL 8 GERSTEIN STREET CROTON-ON-HUDSON, NY 10520 B&W: Pool #1 1 PrimeLink B9100 Copier/Printer with Accessories CET ELEMENTARY SCHOOL 8 GERSTEIN STREET CROTON-ON-HUDSON, NY 10520 B&W: Pool #1 1 PrimeLink B9100 Copier/Printer with Accessories HIGH SCHOOL 36 OLD POST ROAD SOUTH CROTON ON HUDSON, NY 10520 B&W: Pool #1 1 PrimeLink B9100 Copier/Printer with Accessories HIGH SCHOOL 36 OLD POST ROAD SOUTH CROTON ON HUDSON, NY 10520 B&W: Pool #1 1 PrimeLink B9100 Copier/Printer with Accessories PVC MIDDLE SCHOOL 3 GLEN PLACE CROTON-ON-HUDSON, NY 10520 B&W: Pool #1 1 Xerox CX951TSE Color Multifunction with Accessories CET ELEMENTARY SCHOOL 8 GERSTEIN STREET CROTON-ON-HUDSON, NY 10520 B&W: Pool #1 Color: Pool #1 1 Xerox MX951XSE Mono Multifunction with Accessories HIGH SCHOOL 36 OLD POST ROAD SOUTH CROTON ON HUDSON, NY 10520 B&W: Pool #1 1 Xerox MX951XSE Mono Multifunction with Accessories PVC MIDDLE SCHOOL 3 GLEN PLACE CROTON-ON-HUDSON, NY 10520 B&W: Pool #1 METER POOL INFORMATION Name Allowance Excess Rate Excess Frequency B&W: Pool #1 275,000 $0.00450 Annual Color: Pool #1 3,800 $0.04500 Annual SOFTWARE / IT Quantity Description Location CUSTOMER ACCEPTANCE This Schedule “A” is hereby verified as correct by the undersigned Customer, who acknowledges receipt of a copy. Croton-Harmon Union Free School District X**signature** **fullname** / **title** **datesigned** CUSTOMER (as referenced above) SIGNATURE PRINT NAME / TITLE DATED APPLICATION NO. AGREEMENT NO.