HomeMy WebLinkAbout80-90 RESOLUTIONRESOLUTION NO. 80-90
A RESOLUTION APPROVING THE LEASE AGREEMENT
WITH XEROX CORPORATION FOR LEASE OF ONE XEROX
1075 COPTER.
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF
FAYETTEVITLE, ARKANSAS:
Section 1. That the Mayor and City Clerk are Hereby
authorized and directed to execute a lease agreement with Xerox
Corporation for lease of one Xerox 1075 copier. A copy of the
lease agreement authorized for execution hereby is attached hereto
marked Exhibit "A" and made a part hereof.
PASSED AND APPROVED this 15th day of Nay
, 1990.
ATTEST:
PURCHASE TERMS AND CONDITIONS
The fo lowing Terms and Corditicns relating to Equipment Purchase are in additior to t'ie Genoa
t ons contained on the reverse s de ol the Customer's cony of the Order Agreement
1 STATUS OF EQUIPMENT
A The Fqu'Drrent to be p•c vldcc ..rd,l flus Agreement will be
newly rranulact..red,-eranu'actuied ,n niece, cr previously
Instal ed as ident fled on the aunt Gable Pace! 1st "he r.•Ilm-
+tc^s
ol the foregoing tel ins are set forth be ow
B. Newly Man i'actured Equ Dmcr.t is r.ewly as;en'h ed ezmip-
mTlerr w^ ch ^13 v 0113 Jae : ,.-1•'00•14e' 1s *11: •-•'alio been
eprOCCSSeZ •0 ays..•1• m3\1111.11 „on'n' dr LC Nn•' ptll:)II(1 Pe-
founance an: MI and tv ;pet if ;at on, Odd un•a 1 lf„r rat on
concern ^g the -ew v man Arai.:ured b.eld status 0' pa•+' uta'
egtICr•crl 1 . (OP:a1-. 1 in'h' anDu..ab r3 P11„ - StS
C Re nanu'acured Fquc:rerl 1s rqutorert whim has be•' • ills
arse -1, led to a CrLdP'rnr.1oL slanderer: Pttabl shed :v Xerox
with defea vo Cnr•po-e^ts he ^q rep aced :v new •^P -o\
essed 01 usod curt pq-itris Be•n-e being inspe•tel ai r1
tested tC newly r^a'•L413.1t..•P:1 cad'r'e 'es' ',laniards. -he
Equlrrpri w,.l CL LIr'ane 1 a::; retails -le: arid a. relro'1:s
deemed by Xltlor as f Lid nlarda1::ry w•II ::e ,is•al ed
D. ll' p 4-3:P ELI Ip -1•' •t Is 'QJ I'n P•1• •1S,3 Ie P., the Cbz one• s
premises pu-s.ta ,t n . Xr^ov 0 de• Aqw'• •^.....t },+r 1 q i omen•
Sp•v'cg5 a: :ht• :n": Of ';.e.;t.: :: n P' •I'• Xe•.n Order
Agee -Hent
E. Prevrc.s•v ms•. II.4 ;.:i,- --r•• 1 s �Lflned t' 1, a:.pt.
Pr'rn I.'s•s
2. CUSTOMER REPRESENTATIONS
4. TITLE AND RISK OF LOSS
Issue Date
April 1, 1989
Terns and Condl-
Ttt'e and • sk o' oss w1' pass •c the Ct stomp, 9c•-' Xerox cr
Xe•or asslq^ee cr t^e nstallat nn Cate Thr ^voice w ll const
:Ute : 1.3 bill Cf sa e
5 DESCRIPTION OF SERVICES TO RE PROVIDED DURING
THE WARRANTY PERIOD
A. Thp.var'an:v: vrlb: fV,''1,.nmerre iron Inn b•s•a; a: i l::'at•:
an-.. , nit r1 e 'n- tN' p 3. cid as s:.r L,'•ed '•1 :t.1 3 f`r ce . st;s,
Servt•:es IU"•tp F Ip -w -t wh e .1 Is '1' warrari w bn
crovwed a: -'.n t.ha r3e T le ty w ai;biy c n.y t:' he '1's1
J.. r„'•asc• from Xe in r e•ft ,•t^{ -•\v Se 5n" cif ed r. the Pine
L1st;s;
B. In pace equipment is sold as -Is, where - is. without any
warranty. whether express or implied
C I^ edd Uu • to ;h'; . .r.) r, 1.:h d ' 1't General TPr'T s aid
Con-Inc1m 4 Xe•or La^int '••J rf„'r h': F::LIP^1'3-t n giDL
•tvo'k -q 0-11•' :1J•" rho \ya"a' :v Or^':d Xer.\n runt a• its
E30 r opt 011 n•rrC•,e thin! F':..•ni'' ,: 3 . f.." I Pp. p,,'.;h 3,e
p• r P tin •'IP (, .11)11v
J:.l•• 6 DESCRIPTION OF HOW SFRVICE S PROVIDED AFTER
THE WARRANTY PERIOD
-he Cl stoma' iglu r,rn:3 :hat '1.e pe-s::n siq.' ng :hs :nrner
Agreement On bchdl' _f the CJslcr•t is a •:..:v' aJr onmd n pre
Sn nta•1ve pert no.. 0 INo:iie.0' Uf 111e Cast c r'er ar,: His the
au-hor tv :r. erect. to :Ila O•do AT.? ^ne •t on the Cdsro_er s
he"a 1 'he C 'st- rv' 3 sa 'np'eser:•lh„l t't Equr.:r^t n1 s 'o+
he ng p 1•.:n1s'•^. n' :-la' 'v f' r pet ai••J .' 03,15Pho ri 0' 'am' V Lse
3.DFLFVERY WIT HOLT INSTALLATION
-he CI.stomr•• 'T•'V'"q" a :Pry .:I-••. iv ,:al at on ;,v Xel Or
\Yn . •'
:3S°1"1:' :nAl' 0-10 •Velli 6^a' 'le t^r• 11..' 3; P:10' hate
EQUIPMENT� PURCHASE
A`:e1 1'1P 1/1“3-J••13,::r': I '' rlr're, •••d r 11 •1.I, by Xerox nine
Eqo I1•1 tall .Y 1' be :2.0v fed Ln.1•:' 'I P• .1.1 ris dl a 'V'a'ne
r.3nce 5 '''L :s Ag•ecrL' 1 as :uh^rtl .:1 L Ma glen a ..:e Sel
v1LPS l••^s and C. ri t o•ts • a• : 1•1' 1^' u 'r1 Vater '0 s •31s n
eqe: , 3: :1.+ • ^-e M .t ' \ •„P .uil
7. BREACH
XLron w ,•.In : .. r : es 1•f 1 S..',.•r•:1 • fed .41.
Lr 111::ay^'c'I , ,ev 1' ..;•, 1•,"FPI •I^' • 1•
It I;J3:t1^1r I3•. :.3''0"'ha I:..ia
,11, , • 1'+ "15Y•••
Xerol ..un wt , •.. ler 1 ' kr: :\l -o- •v 4 1 !liar
'a'1'r :' 'V 3''••., 3' , ,t• 3 S 3::'t.3P r '. :..
.n• • •
M 1NTERA ESERv.ICrES
•
•
INSTALLMENT PURCHASE TERMS AND CONDITIONS
The following Terms and Conditions relating to Installment Purchase are in addition to the Genera' Terms and Conditions contained on the
reverse side of the Customer's copy of the Order Agreement.
Issue Date
April 1, 1989
1. AGREEMENT
Installment Purchase is a purchase of Equipment Accessor es or Upgrades
(•Equipment'; with the price consisting of a cash sale price plus interest or
finance charges 'he principal balance plus appl cable interest or finance
charges are payable in equa monthly payments The applicable interest rate or
finance charge the month y installment payment, and the term of the Agree-
ment are set fonh n :his Order Agreement
2. CUSTOMER REPRESENTATIONS
The Customer represerts that the person sigring this Orae- Agreement or
behalf of the Customer is a duly author zed represenlative, partner. or proprie-
tor of the Customer and has the authority to execute this Order Agreemert or
:he Customer s behalf 1 he Customer also represerts that the Equipment is
no: being purchased primarily for pe-sonal, household, o• family use
3. ABSOLUTE OBLIGATION
'he Customer's obligation to pay all surrs due is absolute and urcond•tiona
but, upon wr tten request to Xerox the Customer has :he righl to prepay the
total remaining pr.rcipal ba ante Such pre paymert snail accompany the pre
payment form sent to the Cusrome• by Xerox Such prepayment elm rates
:he obligation to pay future interest or brance charges
4. PAYMENT TERMS AND FREQUENCY
When a dcwnpaymenl is required r: must De -ece ved by the Insta lat or Date
of the first in t of Equipment oelive-ed urce• this Ag-eenen: Monthly pay
ments shal commence ore I' r mann after :he Installa:ion Date o' 1 he final unit
purchased under the Agreement and ane due with cr without monthly pay
inert reminders from Xerox
5. EQUIPMENT ADD-ONS
A. The Customer may add to :his Agreement Upgrades and Accessories for
tie Equip-nert (herea'ter referred :o as 'Suasequert Purchases-' Tho
Cash Sale Price plus the then current applicable interest o- finance charge
for such Subsequent Purchases shall be added to the amounts owec 'or
Pie Equipment
B The rumber of monthly paymerts appl cable to the Subsequent Pu•chases
shall be the same as the number cf -monthly paymerts rerran•ng with
respect to the Fgurpnen+ A rew mcrthly payment for Dan :he Ecu poem:
and the Subsequent Purchases w I be establ shed Each payment for Sub
sequert Purchases shall be al•oca:ed so that an amount equa' to the onyx
ral monthly payment is applied to the pr ce of rte Equipmert and tne
remairde• of the rew n onih y payment is applied tc the Subsecuent Par
chases however, ary as down payment on a Subseauent Purchase shall
be allocated entirely to such Subsequent purchase
6 SECURITY INTEREST
The Cusloner grarts to Xerox a cu'chase money security interest in tie
Ecu merit arc all additions o- replacements to :he Equipment to secure pay -
monis due under this Ag -eon -en: The Customer agrees to promptly execute
documents that Xerox deems reasonably recessary tc cr=tett as secu• ty
interest 11 the Customer fa Is to do sc, Xerox sial) have the right to sign su.h
docu-nerts on tie Customer's behalf When such •n'ormation is rot available
from publ•c sources the Customer shall upon Xerox' request furl sh a copy
of the Customer's latest audited fiscal year -err, fnanc'a statemert.
7 TITLE AND INSURANCE
A. T t e to the Equipment shall pass :o the Custorre- from Xerox or Xerox'
assignee an the Ecu pnent Instal atior Date
B. 1 ne Custo-nor shall maim r fire, theft and extended coverage insurance
on the Equipment in an amount no: less that the era n rg unpaid or rcinal
balarce and a I such policies of insurance shall nave Xerox as an additional
insured urder a standard mortgage or secu-ny rterest clause A: Xerox
rogues.. the Customer shall promde Xerox with certificates of the insur-
ance tamers which evidence sucn nsurance coverage
8. USE AND LOCATION OF EQUIPMENT
Xerox may conspicuously nark Feu peen: to identity its security 'rterest and
the Customer shall place no conflicting -nark or permit the Xerox mark to be
removed
1
If the Customer wishes tc resel'. lease. or lend the Equipment, the Customer
shall give Xerox reasonable prior written notice and Xerox reserves the right to
accelerate payment o' the remaining principal balance The Customer shall
ndemnity and hard Xerox harmless against assertions or interest in the Equip-
ment by Ih'rd parties.
9. ASSIGNMENT
Xerox may assign this Agreement or the Equipment in whole or in part, with-
out notice to the Customer. but Xerox shat' remain pr marily obligated for as
performance urger th s Agreemert Any c aim or defense that the Customer
may have MI be asserted against Xerox, and not against any assignee
10. DEFAULT
If the Customer does not pay the amounts due under this Agreement in a
timely marre• or breaches any term or cond tion of this Agreement. Xerox
may requre the immediate payment of the entire amount of the unpaid prenci
pal balarce plus all other amounts due under the Agreement less any
unearned charges Xerox shall also have all rights and remedies of a secured
creditor urder the Uniform Commercial Code for other sim lar aw) of the state
where Equipment is located and pursue any other remedies ex sung at law or
in equity. No delay or fa•lure o' Xe -ox to exerc se ary right or remedy shall
operate as a waiver of such righl or remedy
11 GOVERNMENT AGENCY FUNDING, INCOME TAX INDEMNITY,
AND TRANSFERABILITY
A THIS PARAGRAPH 11 IN ITS ENTIRETY IS APPLICABLE ONLY TO
CUSTOMERS WHICH ARE A PART OFA STATE GOVERNMENT OR
A POLITICAL SUBDIVISION.
B FUNDING The Customer sta:es that is is its ntent to make all insta Imam
paymerts required to be made under th s Agreement However. n the
evert through no act on initiated by the Customer, 11s legis ative body
does rot appropriate `rinds for rte continuatior of lh s Agreement for any
I scal year after the first fiscal year and a has no 'urns to continue this
Agreement from. other sources, this Agreement may be terminated To
of ect the termination of this Ag•eenent, the Customer shall, thirty days
prior to the beg rn rg o' the fiscal year for which its legislative body does
nol aopropr ate'ures. send Xerox winter rel¢e stat rg tnat its legislat ve
body faded to appropriate funds Such notice shal be accompanied by the
paymert of all sums then owed Xerox urce• tit s Agreement and the Cus-
tomer shall -eft rn 10 Xerox at :he Customer's expense. the Equipment in
good cnndinon :o a locator designated by Xerox The Customer must
deliver urencumbe-ed Isle to the Equipment to Xerox at the time of
removal T t e w 11 nen -eve: to Xerox ' Fe-eupon, the Customer will be
re eased from ts obligations to mace 311 h ether ,rsiallment payments to
Xerox Ir addition :he Custorre- must ce-ti'y in the fo•egong rot ice that
the parceled Equipmert s not be ru -enlaced by equipment performing
functions sim la• to those Iterfo-nied by the Equipment during :he next
er sung f scal yea- Prior to e ening to •eturr the Equipment to Xerox, the
Customer sha' make a reasonable el on to find a viable assigree within the
Customer s genera• oryanizat on that can continue 11- s Ag•eenen:, and
advise Xerox of the results sc nal Xe•ax may process Yle necessary doc
orients f the Customer s successful ,r finding such ar assigree In the
even: tne Customer must return any Equipment pursuant to the terms of
this paragraph Xerox sha 1 e.a'r all sums paid urce- 11, s Agreement by
the Customer
C. INCOME TAX INDEMNITY: this Ag-eement 'las beer accepted on the
basis that Xerox or any Assignee of Xerox shal claim that rterest al
hereunder is exempt from federa ncome tax under Section 103(8)11) of
the Interral Revenue Code of 1986 Should tie United. States Government
disallow eliminate reduce recaptu-o or discual'fy, n whole ar in part. ary
benef ts of sucn exenDI or as a result o1 any acts or omissions by the Cus-
tomer or as a resu t o' the trappkcability of such section at the lime this
Ag•eemen: s accepted because o' the status o' the Customer. :her sub
lett :o :he appropriat or of funds by Customers legislative bocy, the Cus
tomer shall ther indemnify Xerox by payment 10 Xerox at Xerox' election.
of e ther 1a) supe emertal monthly payments during the remaining period
of this Agreement or (bi a lump sum payable upon demand by Xerox Such
supplemental monthly or lump sum payment sha I be n an amours reces-
sary to permit Xerox to rete ve Inn an after tax Dasis over the fu I term of
this Agreement) the same rate of return that Xerox would have realized had
there not been a Toss or d sallcwarce of such benefits, together with the
arrourt of anv interest o- peralty which may De assessed by the govern-
mertal author ty w•th respect to such 'css or disal owance
D. TRANSFERABILITY Notwithstanding any different provision in the
appl cable tears and conditions, Xerox Corporat or may not set assign,
or otherwise Yansfer this Agieemenl arc any a:tempted sale, assign-
ment, or transle- shat be void and without effect
17TALLMENT PURCHASE
•
•
TERM LEASE TERMS AND CONDITIONS
Issue Date
April 1, 1989
The following Terms and Conditions relating to Te m Lease are in addition to the General Terms and Conditions contained on the reverse side of the Customer's
copy of the Order Agreement.
AGREEMENT
TerrnLease Ise lease c' Equlpnwnl Accesscrxs or Unit-aoes (Equipment') The monthly minimum
payment is composed al Merges fa the Fgwpmert and. as mar 'Wry described r Paragraph
So' the General lams & Condrtans. ciagtes fa Maintenance Services or the Nominee! dunng
are arm of the Nyasa The applicable minimum monthly 'ease pennant and the length u1 da
Agreement are set torts on the from of the Order Agreement The maintenance charges (Including
copy or smear charges, if applicable) are defined in the Pace LM(s) as the Tern I ease
Mantenanco Component
STATUS OF EQUIPMENT
A. ilia Equipment to be leased undo thus Agreement will be newly manufactured. 'saran
factored. n -dace. or pet ursly installed. as Pent -dud on the applicable Pnce List The dehnM'ru
el the 'oregano terms are set forth below
B. Newly Manufactured Fgaprnent s newly assembled equipment which may contain used
components which have been reprocessed k Canine machine compliance with product
performance and reliability specifications Addrbonal Inlonnaton wncorning the newly manu-
factured bald status M paraatlar equipment is contained 1 the applicable Pnce Lists
C Renanulatured Ft:prom -t s equpment which has been disassembled to a predetermined
standard estab.shed by Xerox with detecctwe °enormous being replaced by new. reprocessed
or used components Before being aspected and tested to newly manufactured marline test
standards the Equpment will be cleaned and nvinswd and all retrofits deemed by Xerox
as turd mandatory will he installed
D. In-place Equipments equipment installed on the Customer's premises pursuant to a Xercx
Order Agreement for Equipment Services at tie time of execution of this Xerox Order
Agreement
E. Previously Installed Equipment s defined m the appiiwble Per
3. CUSTOMER REPRESENTATIONS
The Customer represents that the perm' sign ng this Order Agmener: or belief c• the Customer
s a duly authorized representatwe. partner. or proprietor ot the Customer and has the authnmy
to execute this Order Agreement on the Customer's behalf The Customer abo -epresera that
Me Equipment is not Mang leased pnmanly for personal household or family use
4. ABSOLUTE OBLIGATION
The Customer's obligation to pay all sums due is absolute and unconditional. The Customer
cannot terminate this Agreement before the end of its term except as provded below.
5. INVOICING AND PRICE INCREASES
A. Dunng the tens of Its Agreement. to Customer shall pay as mnimum Wase payments the
number and amount of monthly installments shown on :he Tam Lease section of the Order
Agreement The 1 rat payment she'• be due 30 days after the Instanter Date Subsequent
payments wag be due on the same day • each subsequent month Xerox will send to the
Customer monthly payment reminders. but delay or faeure to send such renmMas shall not
excane late payments (The Customer may 'ece've separate monthly payment reminders for
each dein of Equipment. the sum M whirr' wit equal the monthly minimum lease payment
shown on the Tenn Lease section of the Qdei Agreement 1Custornei mar not be mainsails
inn oersnnal property taxes or the Equipment
B Mete' or similar charges are prorated' the Equipment is •lsaled tar less than the full allwr-
an.ce penod
C. Xerox may Increase the Maintenance Component of 'he minimum nionthlv lease payment
(including meter or similar larges and/or copy allowance a aryl without prior ot'ce
°Ho ive one year after the Insallauw Date and at the end of eery twelfth month thereafter
(For Customers recanting governmental pricing. Xerox may In •mase the maintenance cen-
pnnent wdhan: prior nonce upon exp-ation of the current governmental Pyre List and at the
end of every twelfth month thereafter; Ts increase shall not exreed ter ;10) percent
6 TITLE/SECURITY INTERESTJRISK OF LOSS
A The Equipment or any Identical Replacement d requires is and shall remain the exclusive
property of Xe )(ere assignee until the Customer exercises -he option ea put ase
B. The Customer grants to Xerox a purchase money secunty interest re the Equipment and a.
addmnns and/or replacements to the Equrpmbnl to secure payments due under this Agree-
ment
greemat The Customer agreed to promptly execute those documents that Xerox deems rea-
sonably necessary to potent s serunty interest r the Custor er 'arts to do so Xerox shah
have the night to sign such documents or the Customer's behalf Xerox seouny interest shall
terminate when the Customer exereses the option (*purchase When wC information s not
available from public sources the Customer shall upon Xerox' bequest •urn' i a copy nt the
Customer's Mast nodded fiscal year end financial statement
C. Xerox may co spaepty mak Equipment to Mindy its security intetest and :he Customer
snail place no c nfliceg mad or puma the Xerox mark to be removed
D. rom the date that the Equipment s delivered :o the hsalled-at Address the Customer shall
have all the nsk of Mss or damage to the Equipment ant awng teem the Customer's tauh or from
theft ar disappearance rr the Equipment Xerox shall have nsk of Lass or damage to to
Equipment from all other causes
COMMENCEMENTLACCEPT/NCE
The tern .4 the Agreement shall axnmenuw on the Equiprier: Installation Date This Agreement
s hinting only after credit approval has been esaMuhed DeJivny of the Equipment does not
construe acceptance The Customer er ram'm terminate is Agreement beim the end nt Its aria
exuepf to exercise the purchase notions vendee below
8. PURCHASE OPTIONS
A AT EXPIRATION Prawled that :he Customer is not in breach. the Customer may purchase
the Equpbent or expiation of the Agreement or at any tine dunng the renewal thereof at
the Pu -chase Option Prix set •oth ,r the Term .rase section of this Order Agreement together
vnh at applable taxes The Customer nust glue Xerox water entice til bis intention to
exercree the purchase option at least X) days before a paat'o til th waw term
B PRIOR TO EXPIRATION: Daring the tern of the Agreement and provided that the Customer
er not nn breach. the Cusinnur may upon 15 days p to note t Xero . purchase the
Eoupment by paving all m,nrmurn monthly lease payments are for the remainder of this
Agreement (less any unearned charges. such as finance ar maintenance charges) plus the
Purd'ase OPmn Rare. together with any apnlable ass Win'. such amounts are 'idly pad.
the Agreement wdl terminate and ale to the Equipment Will transfer to the Customer An
early termination schedule setting forth the unpaid rtempm rr monthly lease paynaas will he
Peen to the Customer upon request. The Purchase Option amount may be financed if
custom 'lenses in finance the replacement equipment with Xerox
9 EXPIRATION/RENEWAL
A. Upon exp•ationn W des Agreement •. upon dm air by %ma q. seam v Pa-ag-aph "4 Maw
the Customer snail return tic %emx all Equipmert and any elated Software aenserf by %aux
w thr same :admen as ester delivered to the Customer treasonable wear and tear excepted'
or board sucl earner packed'or shipping, as Xerox riav perry
R Wher a obligations set forth in Paragraph 5 are sal s' ed. the Cus:onsi nay renew this
Agreement 'OT ane additional lease penod of 12 months at the same once and on the trio
and uond tions then n el fee: The Customer must ewe Xem winter notirr of renewa it least
30 days be'ore expiration c' the term of the Agreement
10. EQUIPMENT ADD-ONS
A Ry exervnng an Equipment Add On Amendment the Cus'onrer may add o he lease s.'bse-
quer t Ter n Leases of Upgrades and Arressnnes Iherea'tr- re•erred to as -Subsequent Lyases -I
A terms and conditions of the lease s'.a• apply 10 Subsem'em Leases Ern tun 'g the
reservation of a purchase -earthy secvey interest in Subsequent lease egwprier:) Equipiner:
lreviarsty leasee shall be se urny for Subaepue t Leases until all cal the Customer's obligations
ander the orevans lease ate sal sled
B. The number of lease payments under a Suoseouent Le. .n shall be Me same r the number
nt payments :hen remaining ender the lean I the Customer renews this Agreemert. exercises
15 pure hese voton. or [emanates this Agreener: by purchase of the Equipnert the Customer
snail be deemed to have akin the same action as :o any Upgrade or Accessory When
equipment Upgrades a Accessories are added to this Agreement each subsequent rammer:
shall he alncatd se that an amour equal to the anginal payment a applied tc the ont,nal
Equiprnent and a' amour: equal u the inrrease is applied tc the adetrortl Upgrades or
Accessories
11 DISCLAIMER OF WARRANTY ON PURCHASE
XEROX MACES NQ WARRANTY EITHER FXPRF.SS OP 1M11 11 -D, AS 70 ANY MATTER WHATSO-
EVER, INCL WITM)U7 EIWIATION CONDITION Of EQUIPMENT (Y? ITS MFRCH4NT-
ABILITY OR F/TNF.SS FOR A PARTICULAR PURPOSE EQUIPMENT PURCHASED BY CUSTOMER
PURSUANT TO PARAGRAPH 8 ABOVE 'S SOW AS I5- MID -WHERE IS"
12. ASSIGNMENT
Xerox may assgn this Ag-eemem or the Equipment in whole a part without nc:roe to the Cus-
tomer but Xerox shall renew pnnanh lblrgated 'or is performance under tis Agreement.
including the monsior d Mamtenanee Sevrces Any 1 re ri a! defense that the Customer may
have will be asserted against Xerox and not age nst am assignee
13. REMEDY
Thr temente< era as descnbec in Paragraph SC of the Genera Ter ns air Condemns unless "he
Equ patent is ar Engimoring and Graphe Products Mainframe Ir this case. d Xerox determine
that a -epla'.ement ant fa the same p' oduct s m longer available, Xerox may discharge its eoh-
gations under [hs Paragraph by making payment tic the Cusu mer equal to the —rade 1 value
based an the ongnal Lm Prim or Curren LsI Rte d such Equipmer t. whichever is greater
14. DEFAULT
" the Customer roes not make tench/ payment of amounts due undo •ns Agreemert or breaches
any tarn or randmnr c• this Agreement Xerox may declare mm Wrate'y due and payable the
entire amount of unpaid minimum monthly ase payments plus all 'th" amounts due hereurder
(including the Purchase Option Price) less any unearned charges Xerox may also serclw a rights
and rrmed's of a secured bane under the Unitmrt Qxnrheroa Code err cher wmilar lawl of
the stare where Equipment cs located enc pursue any nthe- remedies existinu at raw a in equity
15 GOVERNMENT AGENCY FUNDING INCOME TAX INDEMNITY, AND
TRANSFERABILITY
A. THIS PARAGRAPH 15 IN ITS ENTIRETY IS APPLICABLE ONLY TO CUSTOMERS WHICH
ARE A PART OF A STATE GOVERNMENT OR POLITICAL SUBDIVISION.
B FUNDING. The Customer slates tat a is es nterl tn mak all instalimer: payments -scuffed
to be made under :his Agreement 4owover. n :he tent through no actin •nihated by the
Custtime- ns legisative body does not appropndte fends fn• the continuation M this
Aweemert tnr any 'seal year a'ter the 1st fiscal vee ano a has n funds tn1 gni r this
Apreeinert "torn other snipes the= Agreement may be terminated To e'tect rhe ernmatirm
of the Agieemert. the Costume shah thiry days pmr 1n the begrning or the fiscal year
for which its legislative body taxes not appropriate tuneb send Xerox wr:ten mtce metro
that its legislative body ailed to eopropr. to funds Such nitre mall he accompanied ov the
payment o a. suns them awed Xerox unop this Agreement and the Customer she return
tie Xerox- a: the Cstcvner s expense the Equipment it good condmon 'o a kratnn designated
Dy Xerox The Cistmer sprees to paw for all copy' anew made on the equipment pini 1,1
is remove Thereupor the Cisthmei will he released tion as obligators to make all foCMI
✓ ise Payments tc Xerox In adc tor tie Customer mist certny in the foregoing noire that
the canceled Egwpnert is nor being replaced by equip -met per ormhng functions similar to
those pet -humeri by the Equipment Outing the next ensuing •scal year Prot to ehertmp to
mesa.
the Equipnent to Xeres Me Customer shat make a reasorable effort to find 1 sable
assignee with•n the Castanet s punier nrganuaton Mat rancontinue the Agreement and
advise Xerox of the -ewlts sq h id Xenw may process the necessary documents r the
Customer es successful Ir ending such el. assignee In the ever: the Customer roust return
any Equipment pursuant to the eons 0' ms paragraph Xerox she 'eta 'rail slims claid rinoe-
ths Agreement by the (mu mer
C. INCOME TAX INDEMNITY this Ai'eemen 1 has Linen aro eplyd on the bases Pet Xerox ot
ary Assignee d Xerox sha claim that iteiest deed hereunder is exempt from federa• 'thane
ax under Section 1031a)111 of the sterna Revemr Core of "986 ihuld the hated Slates
Gove'nrorn disallnw, eliminate reduce -ecapture a c xguahly, in whore o n pial a
benefits o' such exemptmr as a result of any acts or ormssxrls by the Customer or aresult
or the
-1
or o' weh section a: the t ne this Agreement is acceptec because et the
status of the Customer stonier tha sub ect to :he appropral on al fonds by Customer s •egisatee
bud h II in deme y Xerox by payment to Sten x al Xerox elector ni either
(ar supplemental m'r-bly payments dung the remain ng period e1 (hs Agreement Cr ;h• a
luny sum payable upon demand by Xerox Such svpdeneral morthly or lump suin payment
sha be nn ar anoint necessary :n unmet Xerox to iereivc no an after tax basis over the
"all tem al tis Agreement the same rate of -el urn that %en x would have -earned had there
not heen a Inss or Pea nwance ol sun berets. tgel iter with thea aunt e• 1 Interest
or penaly whf±y may br assessed by the governmenta athmty wth respect In sich .on
or disallowance
D. TRANSFERABILITY: Nntwdhsardag any different Irov'sion in the apdrrshhe terms ane
conditions Xerox Corporation may net sell. assign of Otherwise transfer this Agreement and
any attemped sale assignment or ranter Ball be void ani without o eci
TERM LEASE
•
Issue Date
April 1, 1989
EQUIPMENT SERVICES TERMS AND CONDITIONS
The following Terms and Conditions relating to Equipment Services are in addition to the General Terms and Condi-
tions contained on the reverse side of the Customer's copy of the Order Agreement.
1. DESCRIPTION OF SERVICES PROVIDED
Xerox will provide Equipnert Services as described in Paragraph
5 of the General Terms and Conciticrs 'he price for Equipment
Se -vices, which includes Maintenance Services, is ref ected n the
applicable Price List(s) T he spec fic price pan and Initial lerm ate
indicated cr this Order Agreement Xerox may change terrrs and
cond tons at t"e end cf a -v term after givirg the Customer at least
thirty (30) days written not ce These changes wilt be effective at
the commencement of the next •enewa term o on .he .. ate speci
fled r the charge notice, whichever is later Xerox may change
prices at the end of any term or n :he 13th and 25th of aptlicab el
month of a mullip e yea- erg -erne -a atter gw ng the Customer at
least thirty 130) days w• tten not ce The maximum amount that
prices can be rcreased it the 130- o• 25th month can ce Lound in
the Price Lis: ,$)
2. TITLE AND RISK OF LOSS
A The Fqu pment Is and shal remain the exc Lae p-operty of
Xerox Or re Xerox assignee
B. From the late that the Equipment s delivered to the Installed -at
Address. :he Customer shal have a I -is", o' oss or damage to
the Ecuipment ars ng from the C..storrer's fau t or 'nom the
theft or d sappearance or the Equ•pmen: Xerox shal have risk
of Toss or damage to the Equicrert frau all other causes
3. TERM OF CONTRACT/EARLY TERMINATION
A "he term ill :his Ag•eerert commences on Ile Insta'•allon
Date
B. "he term of this Agreement is set forth on the Oder Agree-
ment An an lJa o' multiple year Agreement wil expire on the
last day of the 12m. 24r-. or 36th tut ca endar month. as appl -
cable Urless perm tied below, a te•miat nn of th s Agree
men: by the Customer print to the excitation of its te-n or the
o•eacn cf :his Agreement by the Customer w II result in Ea- v
-e•-i ration Charges be rig assessed as set forth in the P• ce
_Isis S.ic" Ea- v Te,minat or is a material breach
1 the Customer ras ;.ria eyed price p a-5 wan r 5 x mcrihs of
early termination the Early m ration Charges wi I be ca cc
Wel c' :he Oasis cf •he rigne• o' t^e curten• dr :he prior p• ce
:tart
C. Fa -v Terrru-aacn Charues will got be assessed i'
1 The C..storrer e ects to pu-cnase ur Terrr cease this
In -p ace Equipment
2 The Customer elects to trade to other Xerox equipment n
the same product Family r the sane o- higne• P-cduct
Group -his •eolacemen: eauipment lust be rterded to
perform re sarre 'unct ons ernc be al the same Instal ed at
Adcress as rte Equicrent traded I-
3 The Customer elects to convert to another p•.ce plan and
the term of the new Agreenerl s equal to or greater thar
the rernairing term of this Agreement at the time of
conversion.
D. At east thirty (301 days written notice mus: be given by either
party to terminate this Agreerrent either during or al the end of
a teem. except for price p an conversions, equipment trades
purchase, or Term Lease o' this In -P ace Equibment
E. The Customer may terminate th s Agreement as It pe'ta ns to
Accessories without the payment of Early "err -ration
Charges This termmat on becomes effective on the date
requested by the Customer with at leas: thirty (30) days prior
written notice.
4. RENEWAL
-his Agreement win be aulomatical v renewed for successive
terms cf the sarre number o1 months as the Inst al Term unless
written notif cation s received from the Customer With proper
notification, the Customer has the ght to rot renew The notice of
Irtent to carcel must be rece•vec for re Customer at least th rty
(30) days piior to expration of the then current term Xerox will
send a •enewa nctificauor to the Customer which will include
price and terms and cond tions applicable to the renewal term
This notice wil be sent to the Customer a: least rorty Q40) days
prior to the expira:ion or the :hen current term
5. ASSIGNMENT
Xerox may assigr this Agreement cr me Ecuipment, in who e or
cart, without notice tc the Customer but Xerox shall remain ori
marl y obiigatec for its petfcrna-ce under th s Agreement Any
cla rr cr defense that the Customer may have will be asserted
against Xerox. and not against any assignee
6. REMEDY
In adrift on to the remedies voted n the Genera Terms rd Conci-
t ons f Xerox crrot cut the Equicr-ern i^ good working order- or
replace the Equ pment with ide-Goal cr compwabie eq., pment.
Xerox w 11 terminate the Ag-een+e-t with no 'ur•her ob Illation on
re Customer s cart, excep' tc pay for charges which accrued
wh le the Fcuipment was aval able 'o- use by the C,.storrer
EOUIPMENTSERVICES
Xerox Order Agreement
XEOX
is Xerox Order Agreement covers transaction(s)
other Terms and Conditions referenced below.
•
❑Equi ment Purchase - . ❑Installment Pu chase
checkedffbeloN/and incorporates the General Terms and Conditions attached hereto and
• tLWerm Lease ECAV Ot •y �AW
Equipment Services . ❑ Software License
1—1 , W . ,:a: „c :...1--1 ,........ man v•-• .... _ _.. _..--
BIL�L TO CUSTOMER NAME
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IN,�$$[((\�jjpggLLED AT
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NAME
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CUSTOMER
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P'pRENT COMPANY (`IFF DIFKpF�E�RENT)
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NAME OVERFLOW
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:Equipment Order Information -
- -..Equipment Purchase o Prepaid Software Licensetc. . .
Installment Purchase: -.
-
Deductions
Less Deductions -
Price
B.:Tolal Net
-Qty.
Xerox Product (Ser. # if in place) '
List Price -
Told List $
Opt. To Purch.
s acie
Other
Net
-Fold
1
Xerox 10% otN 1.
Q Cash Don .
Payment
cc ff
Xerox
.
D. Cash
(Principal
Price
{�ab�p--re
Xerox
. Balance
IB - CU
-
Xerox- .
-
-
-
-
-
-
E. Finance
Charge m
Interest -
e
Xerox
-
_ _
at
Xerox"
-
F. Time Balance
'ID+EI ..
-
Xerox
..
-
.
-
..
- -
G. Time Sale •
.. Price (C+F).
xerox. -
- .
. -
-
- Monthly Installments
Xerdx
...
-
of $
Meters
1
2
A From Attached
Order Agreement
Addendum(s)
_
_
-
- - - -
...
. _
.. -
- -
� -
•.Yotal Net Price IEkclusive - Or
- -
3 4
B. Totals-
- -
_
-
Sales/Use Tax, Plac ment.
Maintenance ard.Supply Ch rges)'
_
-:Complete This Section For Term Lease - `Term of Agreement (Check One Plan) 1 124 Month ■
Month 0-48 Month Y0.60
Month ^ 1 Other
36
Lease'Payment
Original Customer / Contract #95:
i9
Copy Allowance Period
'Copy Allowance
-
Total Monthly Minimum
(Exclusive 'of Sales / Use Tax and Placement
$ 1
�jb
❑ Semi-ly
C
NWWJ 1 .
Purchase Option Amount:$ - a�
1 _,
-
"x
❑ Semi -Annual
:
Charges will be billed separately in accordance with th
Copy Ch)
'
O Annual
Maintenance Price List indicated below.
The interest for - State/Local Government Installment Purchase or Term Lease subjec -to this order. is $ - - - (for Term
.payable .
' Lease this assumes the option to purchase is exercised at end of lease period) at a rate of - - % '-'
Complete This Section For Equipment Services•Or Maintenance Or -Software License:_. _.
- - � Initial Term: - -• Billing Cycle: - Contract Number: ': • - -
Price Plan Description: -
.
Firm Contract Option
r ..
Gov't. Fiscal Year Option ❑ ' Gov't. -Fiscal Year Begins: ' 7 -/ K - 12 Summer Option -
-Gov't.
.`
.•
Existing Equipnient-^ist Serial Numb-rs)
.•
OTY.
REORDER z .
SUPPLY ITEM
UNIT PRICE
PURCHASE ORDER / CONTRACT INFORMATION;.,
-
'V
fO
a-
-
-
(Purchase Order References are for Billing Purposes Only)e
. 1 _.,.0.
i
-
- Customer flequi es Purchasees Order Number:. No
`Yes
-
-
Customer Purchase O{1tl-er Numb`e
Equipment.t�J
_
• O&VW
Maintenance:
Tax Exempt 0 No_ ❑ Ves (Attach Exemption Certif-icate) .
c
Placement Charge Applicable ❑ Yes l*"
--
' ' -
SupPIY: - -
.
- Total Warranty Months (For Purchase Only)
.
p9pmer
equipmentequipment
will Lso be wee for prepacked supplies which are shooed weer certain
as designated on Me Rice Ust Customer can request removal. a
Xerox Supply-0ontradt a-- -
.
.
,
-205/9 O
2Wm aepa hedS Vlles and receive hill credit.-
N
..
'
�
•
Master Purchase-Agreement•
•ryV'
Earliest Customer Acceptance Date: Y '
Should the Customer be billed? ❑. Yes
No
.c
' -
ER DOCUMENTS DESIGNATED BELOW:
' ' CUSTOMER MUST INITIAL TO ACKNOWLEDGE RECEIPT OF XEROX PRICE UST, ALL PAGES AS IDENTIFIED, TERMS AND CONDITIONS AND OTH~
'
' - • Dated. Initials . Dated - . nNa .
._ Maintenance Services Terms Conditions .4-1-89 ��►'
Dated ' Initials
Other:
Xerox Price •Ust x. and
x - Term Lease Terms and Conditions. - - 4-1'89- -
.
MaintenancePrice List x • /
1 - - t=�' Equipment Services Terms and Conditions.• . 4-t"89 _
List.
!. v
' -
.
! -Software License Terms and Conditions' Installment Purchase or Term Lease
Gov't. Contract/Price
Customer No
Trade-in Agreement'o
' Xerox Order Agreement Addendum(s) 4-1 89 en
.. ..
95
4-1 89
Equipment Purchase Termsantl Conditions Extended Service (Warranty)Amentlment - .
S+k+sRep p )`'.
•
-
4-1 89 - Negotiated Contract x -
V•.�/\p�-'b
W1
Installment Purchase Terms and Conditions
,-
Customer: t 1
By Print) I-1 a m �!
t
)
t
--.'
7
Xerox Corporation Sales Rep Order1 krprio ��-W
: Acknowledgement V"^�"�'
(Please
C��/Jr1rL
-
":/ % -
Signature
!
Signature-�
- ' ' ' `...1Date -- - . , 1
iccepletl For.
Title -.: -,' Date -
. Title. •- -._.
_
G .�� A cc
Delivery Contact • - `�'«""• - - PhoneSV\-751-3;8115-1 J - -
Foorm58185(a 1-89)'CUSTOMER (SEE REVERSE SIDE FOR .GENERAL TERMS AND"CONDITIONS)
... '. Sitdcieared�❑ Yes