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HomeMy WebLinkAboutOrdinance 4217 ORDINANCE NO, 4217 AN ORDINANCE WAIVING THE REQUIREMENTS OF COMPETITIVE BIDDING FOR TWO NETWORK COPIERS; AND AWARDING THE CONTRACT TO ZEROX CORPORATION . BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS : Section 1 . That the City Council hereby waives the requirements of competitive bidding for the lease of two network copiers for the reason that said requirements are neither practical nor feasible. Zerox Corporation makes the only machines on the market capable of operating at a reasonable speed as a printer from a network. This feature will save considerable staff time and alleviate the need for individual printers in each office. Section 2. That the lease for two network copiers is hereby awarded to Zerox Corporation in the amount of $27,540 base cost, and the Mayor and City Clerk are hereby authorized to execute said contract. A copy of the contract is attached hereto as Exhibit "A" and made a part hereof. AND APPROVED this-le— day of January , 2000. 00 APPROV ALYN�� 9ve red Hanna, Mayor ATTEST: By: Heather Woodruff, City Jerk NAME OF FILE: CROSS REFERENCE: Date Contents of File Initials zzd &117 r - -DD LEASE AGREEMENT • 'STHE DOCUMENT COMPANY XEROX ex//- Worksheet: 617940 Unit: 1 �W56 Customer Legal Name (Bill to) City of Fayetteville Check all that apply Name Overflow (if needed) ❑ Tax Exempt (Certificate Attached) Street Address 113 West Mountain ❑ Assoc./Coop. Name: Box#/Routing ❑ Negotiated Contract #: City, State Fayetteville, AR ❑ Attached Customer P.O. #s: Supplies: Zip Code 72701- Lease' Tax ID# 71 -6018462 ® State or Local Government Customer Customer Name (Install) City of Fayetteville Int. Rate: % Total Int. Payable: $ ❑ Replacement/Modification of Prior Xerox Agreement Name Overflow (if needed) Agreement covering Xerox Equipment Serial# (or 95#): Installed at Street Address 113 West Mountain is hereby ❑ modified ❑ replaced. Effective Date: Floor/Room/Routing Comments: City, State Fayetteville, AR Lease Information Zip Code 72701- Lease Tenn : 36 months County Installed In Washington 19Supplies included in Base/Print Charges Customer Requested Install Date 01242000 ❑ Refin. of Prior Agrmt. :❑ Xerox (95N): ❑ 3rd Party Eq. Amt Refin: $ Int Rate: % Tom] Int Payable: $ Lease Payment Information Product Purchase Down Prev Fin'I Min. Lease Payment (with serial number, if in place equipment) Option Payment Install Interm (excluding excess meter charges) ❑ Monthly DC265STFC FMV ❑ Other Consultine Services ❑ Quarterly 1)DC65PHON3 ❑ Semi-Annual ❑Annual $ 1147.50 : MINIMUM MONTHLY LEASE PAYMENT (excl. ofapplic. taxes) Min. Lease Pavment Mode ❑Advance ❑ Arrears Price Information ❑ Adjustment Period Period A - Mos. Affected: Period B - Mos. Affected: Monthly Base Charge $ 1147.50 Monthly Base Charge $ Monthly Base Charge $ Print Charge Meter 1 : Print Charge Meter 1 : Print Charge Meter l : Prints I - 25000 'd 0.0000 Prints I - '6 Prints I - $ Prints 25001 - + 0.0102 Prints - $ Prints - $ Prints - Prints - Prints - Print Charge Meter 2: Print Charge Meter 2: Print Charge Meter 2: Prints I - Prints I - Prints 1 - Prints - Prints - Prints - Mo. Min.# of Prints Mo. Min.# of Prints Mo. Min.# of Prints (based on Meter I Print Charges) 25000 (based on Meter I Print Charges) (based on Meter I Print Charges) ❑ Purchased Supplies ❑ Cash ❑ Fin'd ❑ Application Software Reorder # -F—Qty Description rice Software Title Initial Licetf nual Renewal Fee $ ❑ ch . &nnnnrt fin)v $ Total Price = Total Initial License Fees = Trade-In Allowance Final Principal Pa ment# ❑ K-16 Billing Additional Options (check all that apply) Manufacturer Model/Serial # Wtowance Suspension ❑ Run Length Plan ❑x Fixed Price Plan (check 1 as required) ❑ per-Foot Pricing Months affected ❑ Extended Service Hours: ❑ June only Description: / $ mo. Total Allowance = ❑ July only 11 Comp. Replacement Program: $ Total Allowance Applied to: $ ❑ August only Attached Addenda PP ❑Trade-In Equip. Balance: ❑ June - Jul $ y orm# 51860-1 (L—) form# []Price of Replacmnt. Equip.: ❑ July - August Agreement Presented By: Customer: Name Tim Stanley Phone 501 -575-0770 Name Fred Hanna Phone: 501 -575-8289 Xerox Corporation - Acceptance By: Name Date Title Mayor Date: Signature Signature DocuBroker Forn# 51860 ( 10/1999) 1/5/2000 Page I of 7 AGREEMENT ADDENDUM THE DOCUMENT COMPANY XEROX ADDENDUM TO FINANCE PROFESSIONAL SERVICES CONTRACT FEES This ADDENDUM ("Addendum") amends the agreement between you and Xerox to which it is attached (the "Agreement"). The parties agree to the following terms which shall be additive to those found elsewhere in the Agreement: I . In addition to the Agreement, you and Xerox have entered into a Professional Services Contract dated 01 /11/2000 (the "Services Contract"). Rather than pay the amount due Xerox under the Services Contract as they become due, you have requested that the total amount of S 400 payable under the Services Contract (the "Services Contract Fees") be added to the amount being financed under the Agreement. As such, you and Xerox hereby agree that the Services Contract Fees will be paid by you as part of your Minimum Monthly Lease Payments or Monthly Installment Payments, as applicable. 2. Other than the transfer of your payment obligation for the Services Contract Fees as stated above, the terms of the Services Contract shall remain unchanged and shall in all cases control your and Xerox' rights as to the provision of the underlying Professional Services. In addition, you agree to make all payments under the Agreement related to the Services Contract Fees regardless of your belief as to the manner in which the Professional Services were provided (and, as such, will pursue any dispute you have in this regard separate and apart from your unconditional obligation to pay the Services Contract Fees as part of the Agreement). 3. If you breach any of your obligations regarding the Services Contract, the Agreement, or this Addendum, any remaining portion of the Services Contract Fees shall become immediately due and payable. 4. Except as set forth above, the Agreement shall remain as stated. In the event of a conflict between the terms found elsewhere in the Agreement and this Addendum, this Addendum shall control. DocuBroker Formes 51864-5 (10/1998) 1/52000 Page 2 of 7 LEASE AGREEMENT (AdditionalFroducts) •THE DOCUMENT COMPANY XEROX Worksheet: 617940 Unit: 2 Customer Legal Name (Bill to) City of Fayetteville Check all that apply Name Overflow (if needed) ❑ Attached Customer P.O. #s: Supplies: Date of Customer Signature on Attached Agreement Lease : Customer Name (Install) City of Fayetteville ® State or Local Government Customer Name Overflow (if needed) Int. Rate: % Total Int. Pa ble: $ Installed at Street Address 113 West Mountain El Replacement/Modification of Prior Xerox Agreement Floor/Room/Routing Agreement covering Xerox Equipment Serial# (or 95#): City, State Fayetteville, AR is hereby ❑ modified ❑ replaced. Effective Date: Comments: Zip Code 72701 - Lease Information County Installed In Washington Lease Term : 36 months Customer Requested Instal Date 01242000 19Supplies included in Base/Print Charges ❑ Refin. of Prior Agora. :13 Xerox (95#): ❑ 3rd Parry Eq. Amt Refin: $ Int Rate: % Total Int Payable: $ Lease Pavment Information Product Purchase Down Prev Fin'] (with serial number, if in place equipment) Option Payment Install Interm DC265STFC FMV Consultine Services I )DC65PHON3 S 1147.50 : MINIMUM MONTHLY LEASE PAYMENT (excl. of applic. taxes) Price Information ❑ Adjustment Period Period A - Mos. Affected: Period B - Mos. Affected: Monthly Base Charge $ 1147.50 Monthly Base Charge L Monthly Base Charge $ Print Charge Meter l : Print Charge Meter I : Print Charge Meter l : Prints I - 25000 Prints I - Prints I - S Prints 25001 - + ;;00100 Prints - Prints - $ Prints - Prints - Prints - Print Charge Meter 2: Print Charge Meter 2: Print Charge Meter 2: Prints 1 - Prints I - Prints I - Prints - Prints - Prints - Mo. Min.# of Prints Mo. Min.# of Prints Mo. Min.# of Prints (based on Meter I Print Charges) 25000 (based on Meter I Print Charges) (based on Meter I Print Charges) ❑ Purchased Supplies ❑ Cash ❑ Fin'd ❑ Application Software Reorder # I QuyDescription 1price Software Title Initial License Fee nnual Renewal Fee ❑ Cash 11 Finance G noon n $ Total Price = Total Initial License Fees = El Trade-In Allowance Final Principal Pa mens# ❑ K-16 Billing Additional Options (check all that apply) Manufacturer Model/Serial # lAllowance Suspension ❑ Run Length Plan ❑x Fixed Price Plan $ (check 1 as required) ❑ per-Foot Pricing $ Months affected ❑ Extended Service Hours: ❑ June only Description: / $ mo. Total Allowance = ❑ July only ❑ Comp. Replacement Program: $ Total Allowance Applied to: []Trade-in Equip. Balance: $ ❑ August only ❑ Attached Addenda ❑ June - July form# form# ❑Price of Replemnt. Equip.: $ ❑ July - August DocuBroker Form# 51860-1 ( 10/1999) 1/52000 Page 3 of 7 AGREEMENT ADDENDUM THE DOCUMENT COMPANY XEROX ADDENDUM TO FINANCE PROFESSIONAL SERVICES CONTRACT FEES This ADDENDUM ("Addendum") amends the agreement between you and Xerox to which it is attached (the "Agreement"). The parties agree to the following terms which shall be additive to those found elsewhere in the Agreement: 1 . In addition to the Agreement, you and Xerox have entered into a Professional Services Contract dated 01/11/2000 (the "Services Contract"). Rather than pay the amount due Xerox under the Services Contract as they become due, you have requested that the total amount of S 400 payable under the Services Contract (the "Services Contract Fees") be added to the amount being financed under the Agreement. As such, you and Xerox hereby agree that the Services Contract Fees will be paid by you as part of your Minimum Monthly Lease Payments or Monthly Installment Payments, as applicable. 2. Other than the transfer of your payment obligation for the Services Contract Fees as stated above, the terms of the Services Contract shall remain unchanged and shall in all cases control your and Xerox' rights as to the provision of the underlying Professional Services. In addition, you agree to make all payments under the Agreement related to the Services Contract Fees regardless of your belief as to the manner in which the Professional Services were provided (and, as such, will pursue any dispute you have in this regard separate and apart from your unconditional obligation to pay the Services Contract Fees as part of the Agreement). 3. If you breach any of your obligations regarding the Services Contract, the Agreement, or this Addendum, any remaining portion of the Services Contract Fees shall become immediately due and payable. 4. Except as set forth above, the Agreement shall remain as stated. In the event of a conflict between the terms found elsewhere in the Agreement and this Addendum, this Addendum shall control. DocuBmker Form# 51864-5 (10/1998) 1/5/2000 Page 4 of 7 _ GENERAL TERMS: The following terms apply to all lease transactions: including but not limited to infringement based upon a Product being modified to your specifications or being used or sold with products not provided by Xerox. 1 . PRODUCTS. The term "Products" shall refer collectively to all 7 LIMITATION OF LIABILITY AND ASSIGNMENT. Neither parry equipment (the "Equipment'), software, and supplies ordered under this shall be liable to the other for any direct damages greater than the amounts Agreement. You represent that the Products are being purchased for your own use (rather than resale) and that they will not be used primarily for personal, payable hereunder nor for any special, indirect, incidental, consequential or household or family purposes. punitive damages arising out of or relating to this Agreement, whether the claim alleges tortious conduct (including negligence) or any other legal theory. You 2. CREDIT HISTORY. As part of this transaction, Xerox may may not assign any of your rights or obligations under this Agreement without investigate your credit history. Even if Products have been delivered, Xerox Xerox' prior written consent. may, within 60 days following its acceptance of this Agreement, revoke the g ASSIGNMENT BY XEROX. In the event Xerox assigns any of its Agreement if your credit approval is denied. obligations under this Agreement, Xerox shall remain primarily responsible for 3. PAYMENT. Payment is due when you receive our invoice. All their performance; any claim or defense you may have relating to these applicable taxes shall be added to your payment amount (unless you provide obligations must be asserted only against Xerox and not its assignee. proof of your tax-exempt status). These taxes include, but are not limited to, 9. MINIMUM LEASE PAYMENTS. The Minimum Lease Payment, sales and use, rental, excise, gross receipts and occupational or privilege taxes. along with any additional Print Charges, covers your cost for the use of the You are not responsible for paying personal property taxes on the Products. Equipment and its maintenance. The Minimum Lease Payment (which may be 4. BASIC SERVICES. Xerox will provide the following Basic Services billed on more than one invoice) shall consist of the total of(1) any Base Charge under this Agreement (unless you are acquiring Equipment for which Xerox does and (2) any Monthly Minimum Number of Prints multiplied by the applicable not offer Basic Services; such equipment to be designated as "No Svc."): Meter I Print Charge(s). For full-color equipment, color copies are counted on A. REPAIRS AND PARTS. Xerox will make adjustments and repairs Meter 1 . necessary to keep Equipment in good working order (including such adjustments 10. MAINTENANCE COMPONENT PRICE INCREASES. Xerox may or repairs required during initial installation). Pans required for repair may be annually increase that amount of your Minimum Lease Payment and Print new, reprocessed, or recovered. All replaced parts/materials will become Xerox' Charges you are charged for the maintenance of the Equipment (the property. "Maintenance Component"), each such increase not to exceed 10%. (For state B. HOURS AND EXCLUSIONS. Unless otherwise stated, Basic and local government customers, this adjustment shall take place at the Services will be provided during Xerox' standard working hours (excluding commencement of each of your annual contract cycles.) Xerox-recognized holidays) in areas within the United States, its territories, and H . TITLE, RISK, AND RELOCATION. The title to the Equipment shall possessions open for repair service for the Equipment at issue. Basic Services remain with Xerox unless and until you exercise your option to purchase the shall cover repairs and adjustments required as a result of normal wear and tear or Equipment. The risk of loss due to your fault or negligence, m well as theft or defects in materials or workmanship (and shall exclude repairs or adjustments disappearance, shall pass to you upon shipment from a Xerox controlled facility. Xerox determines to relate to or be affected by the use of options, accessories, or The risk of loss due to all other causes shall remain with Xerox unless and until Other connected products not serviced by Xerox as well as any non-Xerox you exercise your option to purchase the Equipment. Unless and until title passes alterations, relocation, service, supplies, or consumables). to you, all Equipment relocations must be arranged (or approved in advance) by C. INSTALLATION SITE AND METER READINGS. The equipment Xerox. All parts/materials replaced as part of an upgrade will become Xerox' installation site must conform to Xerox' published requirements throughout the property. term of this Agreement. If applicable, you must provide meter readings in a 12. RENEWAL. Unless either party provides notice at least 30 days manner prescribed by Xerox. If you fail to provide timely readings, Xerox may before the end of the lease term of its intention not to renew the lease, it will be estimate them and bill you accordingly. renewed automatically on a month-to-month basis at the same price and on the D. REMEDY. If Xerox is unable to maintain the Equipment as described same terms and conditions. Billing will occur at the same frequency as the above, Xerox will, as your exclusive remedy, replace the Equipment with an original lease. During this renewal period, either side may terminate this identical product or, at Xerox' option, another product of equal or greater Agreement upon at least 30 days notice. capabilities. This replacement product shall be subject to these same terms and 13. BREACH. If you breach this Agreement, Xerox, in addition to its conditions. other remedies (including the cessation of Basic Services), may require E. CARTRIDGE PRODUCTS. If Xerox is providing Basic Services for immediate payment of(a) all amounts then due; (b) the remaining Minimum a product utilizing cartridges designated by Xerox as customer replaceable Lease Payments in the Agreement's term [less any unearned finance, (' Cartridges '), and unless you have entered into a Standard Maintenance maintenance, and supply charges]; (c) a reasonable disengagement fee calculated Agreement as described below, you agree to use only unmodified Cartridges by Xerox [the amount of such fee to be available from Xerox at any time upon purchased directly from Xerox or its authorized resellers in the United States. request]; and (d) the applicable Purchase Option. Once these sums are paid, title F. OPERATOR MAINTENANCE PROCEDURES FOR DOCUCOLOR shall pass to you. 70 AND DOCUCOLOR 100. If Xerox is providing Basic Services for your 14. CARTRIDGES. To enhance print quality, Xerox has designed the DocuColor 70 or DocuColor 100, you agree to perform all operator maintenance cartridge used in certain equipment models to cease functioning at a procedures set forth in the applicable Printer Operator Guides (including the predetermined point (details regarding specific models are available upon purchase of all referenced parts, tools, and supplies). request). In addition, certain cartridges are sold as Environmental Partnership cartridges; you agree these cartridges shall remain Xerox property and that you G. PC/WORKSTATION REQUIREMENTS. In order to receive Basic will return them to Xerox for remanufacturing once you have ran them to their Services and/or Software Support for equipment requiring connection to a PC or cease-function point, workstation, you must utilize a PC or workstation that either ( 1 ) has been provided by Xerox or (2) meets Xerox' published specifications. 15. EQUIPMENT STATUS. In support of Xerox' environmental leadership goals, and unless you are acquiring Previously Installed Equipment, 5. WARRANTY DISCLAIMER. XEROX DISCLAIMS THE IMPLIED Equipment will be either (a) "Newly Manufactured", which may contain some WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. recycled components that are reconditioned ; (b) "Factory Produced New Model", 6. INTELLECTUAL PROPERTY INDEMNITY. Xerox will defend which is manufactured and newly serialized at a Xerox factory, adds functions and indemnify you if any Product is alleged to infringe someone else's U.S. and features to a product previously disassembled to a Xerox predetermined intellectual property rights provided you promptly notify Xerox of the alleged standard, and contains both new components and recycled components that are infringement and permit Xerox to direct the defense. Xerox is not responsible for reconditioned; or (c) "Remanufactured", which has been factory produced any non-Xemx litigation expenses or settlements unless it preapproves them in following disassembly to a Xerox predetermined standard and contains both new writing. To avoid infringement, Xerox may modify or substitute an equivalent components and recycled components that are reconditioned. Product, refund the price paid for the Product (less the reasonable rental value for 16. PURCHASE OPTIONS. You may purchase the Equipment at the end the period it was available to you), or obtain any necessary licenses. Xerox is not of the lease term for the Purchase Option indicated in this Agreement (i.e., either liable for any infringement-related liabilities outside the scope of this paragraph a set dollar amount or the Fair Market Value of the Equipment at the lease tern's conclusion ["FM V"]). You may purchase the Equipment at any time during the DocuBroker Fomtk 51860T&C ( 10/1999) 1/5/2000 Page 5 of 7 lease by paying (a) all amounts then due; (b) the Aing Minimum Lease 21 . SOFTWARE SORT. During the period that Xerox provides Payments in the Agreement's temr [less any unearned finance, maintenance, and Basic Services for the Equipment, Xerox will also provide software support for supply charges]; (c) a reasonable disengagement fee calculated by Xerox [the the Base Software under the following terms. For Application Software, Xerox amount of such fee to be available from Xerox at any time upon request]; and (d) will provide this same level of support provided you are current in the payment of the applicable Purchase Option. When these amounts have been fully paid, title all Initial License and Annual Renewal Fees (or, for programs not requiring to the Equipment will transfer to you. Annual Renewal Fees, the payment of the Initial License Fee and the annual 17. PROTECTION OF XEROX' RIGHTS. Unless and until you purchase "Support Only" Fees): the leased Equipment, you hereby authorize Xerox or its agents to execute on A. Xerox will assure that Base and Application Software performs in your behalf all documents necessary to protect Xerox' rights as the Equipment material conformity with its published specifications and will maintain a toll-free Lessor (including the perfection of Xerox' purchase money security interest that hotline during standard business hours to answer related questions. shall attach to all Equipment for which the Purchase Option is a set dollar g Xerox may make available new releases of the Base or Application amount). Software that primarily incorporate coding error fixes and are designated as 18. MISCELLANEOUS. This Agreement constitutes the entire "Maintenance Releases". Maintenance Releases are provided at no charge and agreement as to its subject matter, supersedes all prior and contemporaneous oral must be implemented within six (6) months after being made available to you. and written agreements, and shall be construed under the laws of the Suite of Each new Maintenance Release shall be considered Base or Application Software New York (without regard to conflict-of-law principles). Xerox may retain a governed by the Software License terms. reproduction (e.g., electronic image, photocopy, facsimile) of this Agreement C. Xerox will use reasonable efforts, either directly and/or with its which shall be considered an equivalent to the original; in addition, Xerox may vendors, to resolve coding errors or provide workarounds or patches, provided accept this Agreement either by its signature or commencing performance (e.g., you report problems in the manner specified by Xerox. Equipment delivery). All changes to this Agreement must be made in a writing signed by both parties; accordingly, any terms on your ordering documents shall D. Xerox shall not be obligated (a) to support any Base or Application be of no force or effect. In any action to enforce this Agreement, the parties software that is two or more generations older than Xerox' most current release or agree to waive their right to a jury trial and to pay the prevailing party's costs and (b) to remedy coding errors if you have modified the Base or Application expenses, including reasonable attorneys' fees. Software. SOFTWARE TERMS: The following additional terms apply only to transactions E. Xerox may annually adjust the Annual Renewal and Suppon-Only covering Application Software and/or Xerox-bmnd Printing System, DocuTech, Fees, each such increase not to exceed 10%. (For state and local-government Color, High-Volume and Digital Copier-Duplicator, or Document Centre customers, this adjustment shall take place at the commencement of each of your Products; annual contract cycles.) 19. SOFTWARE LICENSE. The following terms apply to copyrighted 22. DIAGNOSTIC SOFTWARE. Software used to maintain the software and the accompanying documentation, including but not limited to Equipment and/or diagnose its failures or substandard performance (collectively operating system software, provided with or within the Equipment ("Base "Diagnostic Software ') is embedded in, resides on, or may be loaded onto the Software") as well as software specifically set out as "Application Software" on Equipment. The Diagnostic Software and method of entry or access to it the face of this Agreement. This license does not apply to any Diagnostic constitute valuable trade secrets of Xerox. Title to the Diagnostic Software shall Software nor to any software and accompanying documentation made subject to a at all times remain solely with Xerox and/or Xerox' licensors. You agree that (1 ) separate license agreement. your acquisition of the Equipment does not grant you a license or right to use the A. Xerox grants you a non-exclusive, non-transferable license to use the Diagnostic Software in any manner and (2) that unless separately licensed by Base Software within the United States, its territories, and possessions (the Xerox to do so, you will not use, reproduce, distribute, or disclose the Diagnostic Software for any purpose (or allow third panics to do so). You agree at all times "United States") only on or with the Equipment with which (or within which) it was delivered. For Application Software, Xerox grants you a non-exclusive, non- (including subsequent to the expiration access, monitor, and otherwise take stepss to prevent unauthorized use or this Agreement) to allow Xerox to transferable license to use this software within the United States on any single unit of equipment for as long as you are current in the payment of any indicated reproduction of the Diagnostic Software. software license fees (including any Annual Renewal Fees). You have no other GOVERNMENTAL TERMS: The following additional terms apply only to state rights to the Base or Application Software and, in particular, may not ( 1) and local government customers: distribute, modify, create derivatives of, decompile, or reverse engineer this 23. GOVERNMENT CUSTOMER TERMS software; (2) activate any software delivered with or within the Equipment in an unactivated state; or (3) allow others to engage in same. Title to the Base and A. FUNDING. You state that it is your intent to make all payments Application Software and all copyrights and other intellectual property rights in it required under this Agreement. In the event that (1 ) through no action initiated by shall at all limes reside solely with Xerox and/or its licensors (who shall be you your legislative body does not appropriate funds for the continuation of this considered third-party beneficiaries of these software provisions). Agreement for any fiscal year after the first fiscal year and has no funds to do so from other sources and (2) you have made a reasonable but unsuccessful effort to B. Xerox may terminate your license for any Base Software (1 ) find a viable assignee within your general organization who can continue this immediately if you no longer use or possess the Equipment or are a lessor of the Agreement, this Agreement may be terminated. To effect this termination, you Equipment and your first lessee no longer uses or possesses it or (2) upon the shall, 30 days prior to the beginning of the fiscal year for which your legislative termination of any agreement under which you have rented or leased the body does not appropriate funds, send Xerox written notice stating that your Equipment. legislative body failed to appropriate funds and that you have made the required C. If you transfer possession of the Equipment, Xerox will offer the effort to find an assignee. Your notice must be accompanied by payment of all transferee a license to use the Base Software within the United States on or with sums then owed Xerox under this Agreement and must certify that the canceled it, subject to Xerox' then-applicable terms and license fees, if any, and provided Equipment is not being replaced by equipment performing similar functions the transfer is not in violation of Xerox' rights. during the ensuing fiscal year. In addition, you agree at your expense to return D. Xerox warrants that the Base and Application Software will perform the Equipment in good condition to a location designated by Xerox and that, in material conformity with its published specifications fora 90-day period from when returned, the Equipment will be free of all liens and encumbrances. You the date it is delivered or, for software installed by Xerox, the date of software will then be released from your obligations to make any further payments to installation. Neither Xerox nor its licensors warrant that the Base or Application Xerox (with Xerox retaining all sums paid to date). Software will be free from erors or that its operation will be uninterrupted. B. TAX TREATMENT. This Agreement has been accepted on the basis 20. DCS SOFTWARE. If you are acquiring any Application Software of Xerox claiming any interest paid by you as exempt from federal income tax under Section 103(c) of the Internal Revenue Code of 1986. Should Xerox lose under this Agreement designed to work with a Xerox Document Centre System ("DCS"), Xerox grants you a license that in addition to the terns set forth above the benefit of this exemption it a result of your failure to comply with or be shall allow you to install this software on your networked workstation or server. funcovered by Section 10 d b or its regulations, then, subject to the availability of Once installed, all of your organization's users within the United States connected loss i and upon demand by Xerox, you shall pay Xerox an amount equal to its to the workstation or server may utilize this software on any DCS obtained loss in this regard. directly from Xerox or its Authorized Resellers. For Visioneer PaperPort C. ASSIGNMENT. Notwithstanding any provisions in this Agreement Software, however, the number of client computers that may utilize the software to the contrary, Xerox may not sell, assign or transfer this Agreement, and any shall be limited to 25 (unless you license additional software seats from Xerox or attempted sale, assignment or transfer shall be void and without effect. Visioneer). D. PAYMENT. Your payment is due within 30 days of our invoice date. DocuBroker Form# 51860T&C (10/1999) 1/52000 Page 6 of 7 ADDITIONAL TERMS: The following additionalts apply only to the extent 32. TRADE-IN EQ�MENT. If this option has been selected, you are ' that you have agreed to one or more of the options described below: providing equipment to Xerox as part of this Agreement ("Trade-In Equipment") 24. SUPPLIES INCLUDED IN BASE/PRINT CHARGES. If this option and the following shall apply: has been selected, Xerox will provide you with black toner, black developer, A. TITLE TRANSFER. You warrant that you have the right to transfer copy cartridges, and fuser ("Consumable Supplies") throughout the term of this title to the Trade-In Equipment and that it has been installed and performing its Agreement. For full-color Equipment, Consumable Supplies shall also include intended function for the previous year at the address where the replacement color toner and developer. You agree that the Consumable Supplies are Xerox' equipment is to be installed. Title and risk of loss to the Trade-In Equipment property until used by you, that you will use them only with the Equipment, that shall pass to Xerox when Xerox removes it from your premises. you will return all Cartridges to Xerox for remanufacturing once they have been B CONDITION. You warrant that the Trade-In Equipment is in good mn to their cease-function point, and that you will return any unused Consumable working order, has not been modified from its original configuration (other than Supplies to Xerox at the end of this Agreement. Should your use of Consumable by Xerox), and hasn t b label attached. You agree to maintain then (other Supplies exceed the typical use pattern (as determined by Xerox) for these items Equipment at its resent site and in subsun[iall its condition until by more than 10%, you agree that Xerox shall have the right to charge you for removed by Xerox. y P any such excess usage. 25. REPLACEMENT/MODIFICATION OF PRIOR XEROX C. ACCRUED CHARGES. You agree to pay all seemed charges for the AGREEMENT. If this option has been selected, this Agreement will replace or Trade-In Equipment up to and including payment of the Final Principal Payment modify a prior agreement between you and Xerox covering the specified Number and to pay all maintenance, administrative, supply and finance charges for this equipment through the date title passes to Xerox. equipment. If it is a replacement agreement, the prior agreement shall be null and void. If it is a modification, the prior agreement shall remain in effect except that 33. RUN LENGTH PLAN. If this option has been selected, the first ten any new terms presented in this modification agreement (e.g., price, duration, prints of each original (per ran) are recorded and billed on both meters with all configuration) shall take precedence over the prior terms for the balance of the subsequent prints recorded and billed on Meter A only. (Note that if a 5090 Agreement. In addition, modifications requiring a reamortization of your family product covered by this plan has its document handler left open, all payments may include a one-time administrative/processing charge which will affected copies will be recorded and billed on both meters.) appear on your first bill under this revised arrangement. 34. FIXED PRICE PLAN. If this option has been selected, Xerox will forego its right to increase the Maintenance Component throughout the initial 26. XEROX AS FINANCIAL INTERMEDIARY. If this option has been term of this Agreement. selected, you are leasing specifically identified products that were selected by you 35. PER-FOOT PRICING. If this option has been selected, all Print and that are not sold by Xerox in the normal course of its business. With regard Charges will be billed on a per-foot basis, with each linear foot equal to one print. to these products, you agree that Xerox is leasing them to you "As Is" and 36. EXTENDED SERVICE HOURS. If this option has been selected, without warranty or liability (either direct or indirect) of any kind. As such, and Xerox will provide Basic Services during the hours indicated, with the first with regard to these products, YOU HEREBY WAIVE THE IMPLIED number establishing the number of eight-hour shifts covered and the second WARRANTY OF MERCHANTABILITY. Xerox assigns to you, to the extent establishing the days of the week (e.g., 2 x 6 would provide service from 8:00 assignable, any warranty rights it has to these products (which rights shall revert A.M. to 11 :59 P.M., Monday through Saturday). The cost of this enhanced to Xerox if you breach this agreement). You agree (a) that these products are not service coverage will be billed separately and, as such, is not included in your covered by Xerox' obligation to provide Basic Services; (b) to maintain a service Minimum Lease Payment or Print Charges. agreement for these products with a service provider acceptable to Xerox throughout this Agreement's term; (c) to pay all personal property taxes related 37. COMPETITIVE REPLACEMENT PROGRAM. If this option has to these products; and (d) to assign to Xerox any rights you have to these been selected, Xerox will provide you with the discount indicated in exchange for products until title passes from Xerox to you (which, subject to any software your agreement to return a unit of non-Xerox equipment you are currently leasing licenses surrounding the acquisition of these products, shall occur when you (the "Competitive Equipment") to its Lessor. In doing so, you acknowledge that obtain title to all Xerox Equipment covered by this Agreement). the Equipment you are acquiring under this Agreement is replacing the 27. FINANCED SOFTWARE TOTAL. If this option has been selected, Competitive Equipment and that your agreement with its Lessor allows you to return the Competitive Equipment at this time. the initial license fees for any Application Software set forth in this Agreement shall be paid for through your Minimum Lease Payments. If you breach this 38. ATTACHED ADDENDA. If this option has been selected, you license or any of your obligations regarding the Equipment, the full amount of the acknowledge that one or more specified addenda (as indicated) have been initial license fees shall be immediately due and payable. provided to you. These addenda, which provide additional terms relevant to the 28. FINANCED SUPPLIES TOTAL. If this option has been selected, the transactions covered hereunder, are hereby fully integrated into this Agreement. cost of any supplies you have purchased under this Agreement shall be paid for 39. NEGOTIATED CONTRACT. If this option has been selected, this through your Minimum Lease Payments. If you breach any of your obligations Agreement is subject to the terms contained in the identified Negotiated Contract. regarding the Equipment, the full amount of the supply costs shall become If the terms contained in this Agreement conflict with those contained in the immediately due and payable. Negotiated Contract, the terms of the Negotiated Contract shall prevail. 29. REFINANCE OF PRIOR AGREEMENT. If this option has been selected, the balance of your prior indicated agreement with Xerox or a third- party shall be paid for through your Minimum Lease Payments. If your prior agreement is with a third-parry, you hereby acknowledge that you have the right to terminate the agreement and agree to provide a statement from the third-parry identifying the equipment at issue and the amount to be paid off(as well as a statement from you identifying the payee and mailing address for your payoff check). If your prior agreement was with Xerox, the use of this refinance option shall render your prior agreement null and void. If you breach this Agreement, the full amount of your prior agreement balance shall be immediately due and payable. 30. ADJUSTMENT PERIOD. If this option has been selected, your Minimum Lease Payment and/or Print Charges shall be adjusted in accordance with the information contained in the Adjustment Period portion of this Agreement; as a result, your initial payment(s) shall be different from those payable during the balance of this Agreement. 31 . K- 16 BILLING SUSPENSION. If this option has been selected, the Maintenance Component of your Minimum Lease Payment and Print Charges will be suspended each year during the months indicated. During these months, you agree not to use the Equipment and that Xerox shall not be responsible for providing Basic Services on it. DocuBroker Forn# 51860T&C ( 10/1999) 1/5/2000 Page 7 of 7 Total Doomnent Sohfftlons, Inc•• • January 5, 2000 Ms. Peggy Vice City of Fayetteville 113 West Mountain Street Fayetteville , Arkansas 72701 Dear Peggy: The following is a strategy for a resolution to the Xerox contract with the City of Fayetteville. 1 . Replace existing 2-5385's (s/n 88y4300123 on the 3rd floor and s/n 88y008492 on the 1st floor) with 2 Xerox DC265ST copiers/printers 2 . Conclude the trial period of 2-DC265's copiers upon installation of the 2- new DC265ST's 3. Cancel the current 2-5385's lease and service contracts upon the installation date of the new DC265ST's The above actions are contingent upon approval by Xerox Corporation and are meant to resolve any and all issues that the City of Fayetteville may have with regards to current Xerox contract. Tim Stanley Ms. Peggy Vice, Purchasing. President — TDS, Inc. City of Fayetteville �Z' '�e Date � Date Xerox Authorized 121 West Township • Suite 14 • Fayetteville, Arkansas 72703 501-575-0770 I Sales Agent • m_ cs V2 b4 DC Mtoo (1) , ; No Pit, O C6 t= +7 Q CP, a NM TvT/3 iL� �'. 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LYyfr„ Y a .�1 U Q{ zr�sL.s 'mcaru'7efV!'k � O U C7 '�'� too ��•yy {q .11Ls�7.3 rTsFJ1}grid Cir U O n tit M�Sr _vF.1 �c.. �� mo L wf�t217P2C1 N ,, Vo Luu Ci WA to , At . ., s k » 1 • • fi CCS _ 0440SLS LOS ., X083X SG1 ! NdSZ : LL : 00-9 - L FAYETTEVRLE THE CITY OF FAYETTEVIEEE, ARKANSAS DEPARTMENTAL CORRESPONDENCE TO : Mayor Fred Hanna & Council Members THRU : John McGuire , Administrative Services Director FROM : Peggy Vice , Purchasing Manager [ kG" DATE : January 7th , 2000 RE : Copier Contract Approval & Bid Waiver Staff recommends approval of a 36 month lease contract with Xerox for two DC265ST printer / copiers . These machines will replace the contract for the two 5385 copiers that were contracted for with Xerox but , did not work out . Xerox has worked with the City in resolving this issue and has had two machines on trial here since July of 1999 . The trial machines are like the machines we are requesting a contract be awarded for except they have a network card allowing City staff to send print jobs directly from their computer . These are the only machines on the market capable of operating at a reasonable speed as a printer from a network . This feature will save considerable staff time and alleviate the need for individual printers in each office . The University of Arkansas has recently purchased these machines on a sole source bid waiver . The price of these copiers is $ 1 , 147 . 50 /month each . The machines we are currently contracted for are $ 1 , 150 . 00 /month each . A bid waiver is requested to be approved by the Council to allow the City ' s current contract with Xerox to be canceled and a new contract approved with Xerox for the new machines . These copiers are utilized by each City division and cost is allocated according to the number of copies each division makes . Outlying divisions connected to the network will be able to utilize these machines to run large copy jobs they normally send out to a printer . They can initiate their jobs from the office and the copy job will be ready , depending on the size of the job , when they get to City Hall to pick it up .