Loading...
HomeMy WebLinkAbout1989-432 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 89-432 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING A FIVE (5) YEAR LEASE PURCHASE AGREEMENT WITH XEROX FOR THE FINANCING OF ONE (1) XEROX 5090 DUPLICATOR. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. That the Mayor and Common Council hereby authorize the lease purchase of one (1) Xerox 5090 Duplicator for use in the Print Shop from Xerox; such authorization shall only be effective upon the execution of a Xerox Order Agreement, a copy of which is attached hereto and incorporated herein as Exhibit "A", by the Mayor of the City of San Bernardino. SECTION 2. No other transactions shall be initiated under this lease-purchase agreement without the prior approval of the Mayor and Common Council. SECTION 3. The Director of Finance, Purchasing Agent and the City Attorney are hereby authorized to execute such documents as are necessary for the administration of this transaction. SECTION 4. The authorization to execute the above- referenced agreement is rescinded if the parties to the agreement fail to execute them within 60 days of the passage of this resolution. III III III III III III DCR:mg October 19, 1989 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION OF THE CITY AUTHORIZING A FIVE YEAR LEASE PURCHASE AGREEMENT WITH XEROX FOR FINANCING OF ONE XEROX 5090 QUPLICATOR I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a __~Pg1l1nr...._____ meeting thereof, held on the flth day of Nnvpmhpr , 1989, by the following vote, to wit: AYES: Council Members Estrada, Reilly. Flores. Minor Miller NAYS: None ABSENT: Council Members Maudslev. Pone-Ludlam The foregoing resolution is hereby ~~~~ City Clerk approve~1:;N.iS //~ day of Nnvpmhpr , 1989. Approved as to form and legal content: JAMES F. PENMAN City Attorney ByJ~ ).( ~ DCR:mg October 19, 1989 2 , . EXHIBIT "A" "'\ .... ,. .USE BALL POINT PEN · PRESS FIRMLY Xerox Order Agreement xc , XI "" XA eRe.' ,XEROX Thl. Xerox Order Agreem.nt cov.,. tranuctlon(.) ch.cked below and Incorporat.. the General Term. and Condition. attach.d hereto and other Term. and Condition. r.f.renced befow. o WIlt IItIIintenence 0 ,..,........ 0 Equipment Servlcee 0 Software llcen.. WIIh .........nc. 0 Financed E ui ment ConI' uration Cha 0 Maintenance Bt.l TO CUSTOMER NAME INSTALLED AT CUSTOMER NAME Xerox Xerox Xerox Xerox Xerox Xerox Xerox Xerox Meters 1 2 3 4 f). c.a.nPrice ~.."...... r<iT: 0/0 F Time Balance (O+E) G Time Sale Price (C + F) _ Monthly InstaUments of$ Complete ThiS Section For Term lease. r.r.oI .,....tMl'It (Check One Plan) o 24 Month 036 Month 048MQmh T_ Net PrICe te~ filf "~aoaT~~. .~DOthet B TotaIlJ OriginafCultomer I Contract #95: Allowance Penod CJ MontWy CJ SemI-Annual o Annual Allowance ,T~~~I=~ =~LJ~f; ~~ment ChargeSI 5 Purchase Option Amount: $ A The interest payable for State / Local Government Installment Purchase or Term Lease subject to this order is $ Lease this assumes the option to purchase IS exercised at end of lease penod) at a rate of (for Term (Purchase Order References are for Billing Purposes Only) Customer Requires Purchase Order Number: D No ~ Customer Purchase Order Numbers: Equipment: Tax Exempt D Ves (Attach Exemption Certificate) Placement Charge Applicable D Yes ~ Maintenance: Customer will also be billed for prepacked supplies which are shipped Supply: _ TotIItWllr....,liIDnIhafJor.......... With certain equipment as deSignated on the Proce list Customer can Xerox Supply Contract II: request removal. or return,of prepacked supplies and receive full credit Earliest Cu.tomer Acceptal)ce Date: / / Customer Request Full Credit: 0 Yes 0 No Master Purchase Agreement ": CUSTOMER MUST INITIAL TO ACKNOWLEDGE RECEIPT OF XEROX PRICE LIST TERMS AND CONDITIONS AND OTHER DOCUMENTS DESIG~J.ATED BELOW . Dated Initials Dated Initials Dated Inltiall " Other Xerox Price List" Maintenance Price Lilt " Gov't. Contract/Price Lilt " Xerox Order Agreement Addendum(s) 2-1-88 Software License Terms and Conditions EqUipment Trade-in Terms and Conditions =x= I~ Installment Purchase or Term Lease Customer No - 95 Customer: By (Please Print) Signature V4 ~=. ~/I} et/M~ Signature Acceoted "'or Xerox GENERAL TERMS AND CONDITIONS Issue Date February 1, 1988 1. CUSTOMER ACCOUNT ESTABLISHMENT A. When a Customer first orders equipment or services from Xerox. Xerox will estab- lish an account, as identified by a Xerox Customer Number, for the specific customer /installation location set forth on this Xerox Order Agreement rOrder Agreement"). B. BILL- TO ADDRESS: All Invoices, as well as notices of changes In prices and terms and conditions, will be directed to the Bill-to Address entered on this Order Agreement. Any notification of change in the Customer's bill-to address should be directed to the inquiry address or telephone number listed on the InVOice. The Cus- tomer is identified as the entity on the first line of the Bill-to Address. C. SHIP- TO/INSTALLED-AT ADDRESS ("INSTAllED-AT ADDRESS"): This will be the address to which the initial shipment of eqUipment/supplies will be made and the address to which service representatives will respond. D. Unless credit worthiness for this Customer Number has been previously estab- lished by Xerox, Xerox' Credit Department may conduct a credit investigation for this order. Notwithstanding delivery of Equipment. Xerox may revoke this Order by written notice to the Customer if credit approval IS denied within sixty (60) days after the date this Order Agreement IS accepted for Xerox by an authOrized representative. 2. EQUIPMENT SelECTION, PRICES. AND AGREEMENT The Customer has selected and Xerox agrees to prOVide the Equipment. Software. or Services Identified on this Order Agreement. The speCific prlce(s). exclUSive of appli- cable tax and transportation charges, are as set forth on this Order Agreement and/or the applicable Price lIst(s) If the Order Agreement and any documents Incorporated by reference are inconsistent. the applicable Price lIst(s) Will control. As used in this Order Agreement, "Agreement" and "Order" mean the contract between Xerox and the Customer resulting from Xerox' acceptance of this order Agreement 3. DELIVERY/INSTALLATION/RelOCATION A. DELIVERY: Delivery will be made to the Ship-to/lnstalled-at Address The Cus- tomer must accept delivery of the EqUipment. Upgrades. and Accessories ("Equip- ment") or Software within a reasonable time after being notified by Xerox that the Equipment or Software IS ready for delivery. If, through no fault of the Customer, Xerox IS unable to deliver Equipment or Software within a reasonable time. prices and terms and conditions will remain unchanged until the Equipment or Software IS available for delivery. The Customer will be responsible for any extra charges (rig- ging) required for on-site delivery. B. INSTALLATION SITE: At the time of delivery and dunng the period Xerox IS responsible for maintenance of the Equipment, the Equipment installation site must conform to Xerox' published space, electrical, and environmental require- ments and the Customer agrees to provide, at no charge, access to the Equip- ment. a telephone, and adequate storage space for a reasonable quantity of replacement parts. C. INSTALLATION DATE: The "'nstaHation Date" governs when Agreements become effective, such as commencement of warranty, commencement of main- tenance or equipment services. change of price plan, etc. For Equipment installed by Xerox, the Installation Date is the date Xerox deter- mines the Equipment to be operating satisfactorily as demonstrated by successful completion of diagnostic routines. For Equipment designated as "Direct Shipped" on the Price List(s). the Installation Date will be the Equipment shipment date, except if otherwise speCified on the Price List(s). For changes to price plans or pur- chase of In-place Equipment, the Installation Date will normally be the date this Order Agreement is signed. However. If a software or hardware change is neces- sary to effect proper billing for the price plan selected. the Installation Date Will be the date that that change is complete. D. RELOCATION: If Xerox is responsible for maintenance of the Equipment and the Customer wishes to relocate the Equipment, Xerox reqUires prior written notice to enable Xerox to provide technical assistance to the relocation, If needed, as well as to update Xerox' records to maintain continuity of service. Any cost assOCiated with this relocation will be the responsibility of the Customer. 4. BILLING AND INVOICING A. BILLING: The Customer will receive an invoice for the Equipment or Software. Equipment Services. or Maintenance Services covered by this Agreement. Charges for Equipment Services or Maintenance Services rendered are dependent upon the period of time and/or usage. If applicable, usage IS defined by meter reads or similar means. The Customer shall provide accurate and timely meter readings at the end of each applicable billing period on the forms or other alterna- tive means specified by Xerox. Xerox shall have access to the Equipment to moni- tor the meter readings. If Customer meter readings are not received in a timely manner. charges may be estimated by Xerox. B. INVOICING: Invoices are payable upon receipt. Xerox Will invoice only after the Installation Date of the Equipment or Software. The Customer shall pay to Xerox all state and local sales and use taxes arising from the Agreement (even If they are designated in certain states as excise. gross receipts. or priVilege taxes). unless the Customer provides Xerox with proof of exemption. Xerox reserves the nght to invoice for partial shipment of multiple unit orders. C. COPY CREDITS: The Customer Will receive one copy credit for each copy pre- sented to Xerox which. in Xerox' opinion. is unusable and also for each copy which was produced during servicing of the Equipment Copy credits will be Issued only if Xerox is responSible for providing Equipment Services or Maintenance Services (except Time and Materials maintenance). Copy credits will be reflected on the invoice as a reduction in the total copy volume. except for run length plans, which will be credited at a specific copy credit rate as shown on the applicable Pnce list Copy credits shall not reduce the Monthly Minimum Charge or the Monthly Dupli- cating Charge in any given month. 5. SERVICES PROVIDED/EXCLUSIONS/REMEDY A. SERVICES: If Xerox is responsible for providing Equipment Services. Mainte- nance Services (except for Time and Materials). or Warranty Services ("Services") '). Xerox will make all necessary adjustments and repairs to keep Equipment In good working order. 2). Parts required for repair may be used or reprocessed in accordance with Xerox' specifications and replaced parts are the property of Xerox. unless otherwise specifically provided on the Price Lists. 3) Services will be provided dunng Xerox' established Service Availability hours and only Within areas opened for repair service Within the Umted States and ItS possessions. 4). The Customer shall permit Xerox to install, at no cost to the Customer, all retrofits designated by Xerox as mandatory or which are designed to insure accuracy of meters. 5). The Customer shall implement the most recent release(s) of Operating System Software to enable Xerox to properly maintain the EqUipment. 6). Any developer used in the Equipment may be installed and removed only by Xerox (In 8Ccordance with Xerox' servICe potlcy). Re<no~ de_~ "".11 be d..po~ of by x...ox un.... Cu.torner requee.a ot~... B. EXCLUSIONS: The following are not within the scope of Services: 1). ProviSIon and installation of optional retrofits. 2). Services connected with equipment relo- cation. 3). Installation/removal of accessories, attachments, or other devices. 4). Exterior painting or refinishing of equipment. 5). Maintenance, installation. or removal of eqUipment or devices not provided by Xerox. 6). Performance of nor- mal operator functions as described in applicable Xerox operator manual(s) 7). Performance of Services necessitated by accident, power failure. unauthorized alteration of Equipment or Software. tampering. service by other than Xerox, causes other than ordinary use. interconnection of Equipment by electrical. or electromc. or mechanical means with non-compatible equipment or failure to use Xerox Operating System Software. If Xerox prOVides. at the request of the Cus- tomer, any of the services noted above. the Customer shall be billed by Xerox at the then current Time and Matenals rates. C. REMEDIES: If during the period in which Xerox is prOViding Services, Xerox IS unable to maintain the Equipment in good working order. Xerox, at its discretion, will provide either an Identical replacement or another product that provides equal or greater capabilities at no additional charge for the period of the then current term of the Agreement. Remedies set forth in this Order Agreement are exclusive 6. DISCLAIMER OF IMPLIED WARRANTIES AND LIMITATION OF LIABILITY A. XEROX DISCLAIMS THE IMPLIED WARRANTY OF FITNESS FOR A PAR- TICULAR PURPOSE. FOLLOWING THE EXPIRATION OF ANY EXPRESS WARRANTY PERTAINING TO EQUIPMENT, XEROX DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY. B. ALL OT-HER LIABILITY OF XEROX CONCERNING EQUIPMENT. SERVICES. SOFTWARE. XEROX' PERFORMANCE OR FAILURE TO PERFORM UNDER ANY AGREEMENT OR CONCERNING ANY SUPPLIES USED IN CONNEC- TION WITH THE EQUIPMENT, WHETHER IN CONTRACT, TORT (INCLUD- ING BUT NOT LIMITED TO NEGLIGENCE). OR OTHER THEORY, IS LIMITED TO THE AMOUNTS PAID BY CUSTOMER OR 10% OF THE AMOUNT REQUIRED TO BE PAID BY CUSTOMER UNDER THIS ORDER AGREEMENT FOR THE EQUIPMENT, SUPPLIES. SOFTWARE OR SERVICES GIVING RISE TO THE CLAIM, WHICHEVER IS GREATER. C. XEROX SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSE- QUENTIAL DAMAGES, SUCH AS LOSS OF USE, REVENUE, OR PROFIT. 7. ALTERATIONS. ATTACHMENTS, AND SUPPLIES A. If Customer makes an alterat:on, attaches a device. or utilizes a supply item that. In Xerox' judgement. increases the cost of Services, Xerox will either propose an additional Services charge or request that Equipment be returned to its standard configuration or that use of the supply Item be discontinued. If, Within 5 days of such proposal or request. Customer does not remedy the problem or agree In writ- ing to do so Immediately. Customer shall be in default of its obligations to Xerox If Xerox believes that an alteration. attachment. or supply Item affects the safety of Xerox personnel or Equipment users. Xerox shall notify Customer of the problem and may Withhold maintenance until the problem IS remedied. (ThiS paragraph shall not apply to the attachment of Xerox Electronic Pnnting systems equipment to a host computer.) B. Unless the Customer has obtained title to the Equipment free and clear of any Xerox security Interest. the Customer may not remove any ownership identifica- tion tags on the Equipment or allow the EqUipment to become fixtures to real property 8. ASSIGNMENT The Customer shall not (1) assign, transfer. or pledge all or any part of thiS Agreement or software licensed by Xerox, (2) resell. lease or lend Equipment or permit It to be used by anyone other than the Customer, the Customer's employees, or other author- ized users unless the Customer has obtained title to the Equipment. or (3) permit a lien or encumbrance of any kind against the EqUipment unless the Customer has obtained title to the Equipment free and clear from any Xerox security Interest. Any attempted assignment or transfer of the Agreement. EqUipment or software In Violation of thiS paragraph, and Without Xerox' pnor written consent. IS VOid. 9. MISCELLANEOUS A. GOVERNING LAW: ThiS Agreement shall be governed by the laws of the state in which the Equipment IS Installed or the Services are initially prOVided. B. NOTICES: All notices will be effective on the date of postmark C. ATTORNEYS' FEES/COSTS: In any action by a party to enforce ItS nghts here- under. the non-prevailing party shall pay the prevailing party' s costs and expenses (Including reasonable attorneys' fees). D. EXTRAORDINARY CIRCUMSTANCES: Except for obligations of payment. nei- ther Xerox nor the Customer shall be liable for non-performance caused by Cifcum- stances beyond theif control. including, but not limited to, work stoppages. floods. and Acts of God. E. BREACH: Xerox may cancel thiS Agreement on breach by the Customer of any term or condition hereof ten ('01 days after notice IS given to the Customer by Xerox If such breach IS not cured Any breach by Xerox as to an Item of EqUipment shall be a breach as to that Item only F. ORDER FULFUllMENT: It thiS IS a multiple unit order and/or Includes promo- tional goods. credits, serVices, and the Customer does not fully complete the terms of the Order Agreement. Xerox reserves the nght to rebill at standard priCeS or to retneve the promotional Items, unless the Customer reconciles by dcqUlrlng another Xerox product eligible for such promotional Items/discounts G. PATENT INDEMNITY: Xerox will defend the Customer from. and pay ar.y ulti- mate Judgment for, difect infringement In the United States by EqUipment or Xerox Operating System Software ("Software") of any patent, trademark. trade secret. protected semiconductor chip mask work, or copYright If Customer promptly noti- fies Xerox In writing of any alleged Infnngement. allows Xerox to defend. and cooperates with Xerox Xerox is not responSible for any non-Xerox litigation expenses or settlements unless Xerox agrees to them In writing Xerox IS not liable for any infringement due to EqUipment or Software being made or modified by the Customer or Customer requested specifications or deSigns. or being used or sold in combination with equipment. software. or supplies not prOVided by Xerox. IMPORTANT: Xerox makes no other express or Implied warranty of nonmfnngement and has no other liability for infnngement or any damages therefrom To avoid an infringement (even If not alleged) Xerox may. at ItS optIon. at no charge to Customer. obtain a license to use. modify. or substItute an eqUIvalent Item for the infringing equipment or software H. PURCHASE ORDERS: NotWithstanding terms and conditions contamed m the Customer's Purchase Orders. the terms and conditIons of this Xerox Order Agree- ment shall prevatl. ~ XEROX TI;.RM LEASE WORKSHEET EFFECTNE 2-1-88, DISCARD ALL OTHER ISSUES. -NOTE: Term LMM F.lICton Ate.Prtdng Factors. No Reference To An Implied FInance Rate And No Information On This Worksheet ShQuId Be DiadoMd. 8U 10 CUSTOMER NAME r-o' I I I J I ~NT COWfIIN(V IF DIFfERENT) CITY LIST PRICE Xerox Xerox Xerox Xerox Xerox Xerox Xerox I Xerox D........... EBS ex.... Meter 811 Code From Legend Below And Enter Here SERVICE BILL CODE LEGEND CONTINENTAL * OFFSHORE* · Non-Metered X 199 X 199 · Monthly Billed Meter X20Y X 21 Y · Seml-Annuel Billed Meter XOTY X 1TY . Annu.uy Billed Meter X 01 Y X 18 Y SPECIALS · 1025/~ Flaf R.te SMA X 1H Y X 2HY · 202O/2080n08O Low Vol. X 1H Y X2HY · 109019500Il8OO DP Run Length X 1H Y X2H Y . Seml-Annu" 1025/1035/ 2830 H.IgtI Volume X2TY X3TY · K - 12 (also flU-In below) XOKY_ X 1K Y -Summer Option Code-(SOC) -C........ ldentlftcatlon *NOTE: X = 5 for Commercial, 2 for State & Local Y = Number of Years (2, 3, 4 or 5) COMMENTS: l Form 50185 (2-1-88) TEAM LEASE WORKSHEET _ _ __. _._ ..-........,-. n _ _.___ h__ OTP& TRADE-IN CREDITS : ~!ALLED AT. CUST.OMER NAME I " , ," (~. -L- OTHER (Inc. DMF & DIP) CREDITS NET PURCHASE PRICE/AMOUNT FINANCED MOtITI<<. Y PAYMENT FACTOR IIONTHl Y SERVICE CHARGE PLEASE INCLUDE CONTRACT FINANCE RATE BELOW T otIII ServIce TOTAL AMOUNT FINANCED x = % Factor* PURCHASE OPTION X PERCENT 0/0 PURCHASE OPTION = AMOUNT Tot81 Paym't Inc. Servtce ~.......":-+o_. CUSTOMER NUMBER ~--.,-_._-----. _ n_~,_ __.~__ -- -.......-, I , I I I I I I ACCOUNTS PAYABlE CONTACT NAMElPHONE CONTACT FOR METER READ NAME/PHONE I"l~ au TO ClISl'OMER PW.E I I I I I I PARENT ~ (IF DIFFERENT) I I I , , I I , I I I I I INSTAlLED AT. CUSTOMER NAME ( , /, .',' /1 , NAME OVERFLOW I " , I I I I' I , I I. I _1 J; , " I I I I I I I t I I t I I I I , I STREET ADDRESS i I f I I I I I I I I I I I I I I I I I FLOOR ROOM ROUTING , I I I I I I I I I I I J I I I J t I BOx NUMBER I ROUTING System Number f I I I I STAT~ I II {ZIP I J I I I 'I I I I I I I. I r ", I I I I I I I I I I STREET ADDRESS J I I I J I CITY I I I I I I I CITY I I I I I I I STAT~ I riP I I I I I 1 J I I I I I I I I I - I J J J Qty. Xerox Product (Ser # II In place) List PrICe Total List $ r County Less DeductlOOS Opl To Purch Trade - In I I I J - I I I Installment Purchase I j Xerox . I,l) Other Net Price 8 Total Net PrICe C Cash Down Payment o Cash PrICe (Principal Balance (8 - Cn Xerox Xerox Xerox Xerox E Finance Charge or Interest Xerox at 010 Xerox F Time Balance (0 + E) G. Time Sale PrICe (C + F) Xerox Xerox Meters 1 2 A. From Attached Order Agreement Addendum(s) B Totals _ Monthly Installments of $ 4 Complete This Section For Term lease: Term of Agreement (Check One Plan) o 24 Month o 36 Month Total Net Price (Exclusive of Sales / Use Tax, Placement. .. Maintenance and Supply Charges) anginal Customer / Contract #95 048 Month ~Monlh o Other ro~ _Copy Allowance Period o Monthly o Semi-Annual o Annual CODY Allowance ,II Code / Meter 001 I r ;~ (~~~I~~~t~r ~,~~/uus~ef:; ~;a~~tement I $ ..., ..' I t Charges) 0 (~ v ' Copy Charges will be billed separately in accordance With Ihe Maintenance Price List Indicated below Ethernet Workstat,on I 0 Purchase Option Amount $ I I I I "f f f 1 f I 1 j"""' ~'" C~ 1 I '''"'C1 Cooc I 1 . ISO MCede f I 1 I' f I I I f .1 f J GRP GS Cont. Type I , I rice Plan Description: ov't. Firm Contrpct Option 0 lddng Equipment (u.t SertaI Humbert) Initial Term Govl Fiscal Year Option 0 Initial Supply Order Item Billing Cycle Gov't Fiscal Year Begins: / / Contract Number: K - 12 Summer Option ory. Reorder Number Code Mo Closed 3 Not Closed 6 June Code 4 7 Mo Closed June & July July Code Me ClOSed 5 July & August 8 Aug ~ fse.. I: . I CIty. . . IX Exempt ON;; 0 Yes (Attach Exemption Certificate..> iCement Charge Applicable 0 Yes G~ Customer Requires Purchase Order Number: Customer Purchase Order Numbers: o No GJ.ws Equipment: Maintenance: P.O. to Date Customer will a'so be billed for prep.cked suppli_ which are shipped - Total Warranty Months (For Pun:h... Only) with certain equipment as designated on the Price list. Customer can ce Plan Conversion Effective Date or / request removal, or return of prepacked supp/i_ and receive full credit. rliest Customer Acceptance Date: / Customer Request Full Credit: 0 Yes 0 No """10" I 1 I D... "I';' , I f~t,~;}~,,,, It exemol. anach exemptlOfl certifICate and .,I 0 All 0 Rental Only 0 SupplieS Only C Other IE.pla,nl i.f/ .;ii;;-; j.t;:iS!i{~;;' Supply: Xerox Supply Contract M: Master Purchase Agreement M: 'nSI E "'piQy!''' No I I I~' . I I I..' r ..'H .1 PromotIOn Name III ApplICable' I I ACE & 8..ECTRICAl DISCUSSED WITH, AND UNDERSTOOD 8Y CUSTOMER? 0 YES 0 NO ACElTASlE AVAILABlE? 0 YES 0 NO IF NO. WHEN? CEPTAClE READY? 0 YES 0 NO IF NO. WHEN? SALES REP WALKED DalVERY PATH? 0 YES 0 NO A.M. A.M. 0 0 LIVERY HOURS - P.M, _ P.M. DalVERY DOCK AVAiLABlE? YES NO ALlEST DOOR WIDTH (IF LESS THAN 30"): _INCHES ELEVATOR REQUIRED? 0 YES 0 NO \IRCRAWlER REQUIREO? 0 YES 0 NO " OF STEPS _ " OF lANDINGS _ :CIAL INSTRUCTIONS: Installment Purchase or Term Lease Customer No 95 ------ Sales Rer> Emp " , Order I Comments " I Sales Rep Order Acknowledgement I I I I I Sales Rep PIlone E.t Customer Information (Complete following section IF New Customer Number Required) No of Empl at Cust Estab (Check ./) 0101-09 0450-99 071000-1499 0210-1905100-499081500-2499 o 3 20 - 49 0 6 500 - 999 0 9 2500 - Up Xerox Market Code DeSCrtbe Customer Business at this IocaltOfl or enter D & B Standard Industrtal ClasslhcatlOfl (SIC Code I Enter Parent Company Name If Customer IS a DIvISIOn or Subsidiary of another Company DATE BUSINESS OPENED BANK NAME STREET CIT Y / STATE CONTACT PHONE ACCT NO \& N,VTlf\ It Dlflt'ff'nl tn,ln BiI; Tal TRADE NAME 1 STREET CITY I STATE PHONE TRADE NAME 2 STREET CITY I STATE PHONE PURCHASE TERMS AND CONDITIONS FebrU~~.~~-l~;:..-- 'I The following Terms and Conditions relating to Equipment Purchase are in addition to the General Terms and Condi- I tions contained on the reverse side of the Customer's copy of the Order Agreement. I I I 1. STATUS OF EQUIPMENT A. The Equipment to be provided under this Agreement will be newly manufactured. remanufactured, in-place, or previously installed, as identified on the applicable Price List. The defini- tions of the foregoing terms are set forth below. B. Newly Manufactured Equipment is newly assembled equip- ment which may contain used components which have been reprocessed to assure machine compliance with product per- formance and reliability specifications. Additional information concerning the newly manufactured build status of particular equipment is contained in the applicable Price Lists. C. Remanufactured Equipment is equipment which has been dis- assembled to a predetermined standard established by Xerox with defective components being replaced by new, reproc- essed, or used components. Before being inspected and tested to newly manufactured machine test standards, the Equipment will be cleaned and refinished and all retrofits deemed by Xerox as field mandatory will be installed. D. In-place Equipment is equipment installed on the Customer's premises pursuant to a Xerox Order Agreement for Equipment Services at the time of execution of this Xerox Order Agreement. E. Previously installed Equipment is defined in the applicable Price Lists. 2. CUSTOMER REPRESENTATIONS The Customer represents that the person signing this Order Agreement on behalf of the Customer is a duly authorized repre- sentative, partner, or proprietor of the Customer and has the authority to execute this Order Agreement on the Customer's behalf. The Customer also represents that the Equipment is not being purchased primarily for personal, household, or family use. 3. DELIVERY WITHOUT INSTALLATION The Customer may request delivery without installation by Xerox, in which case the date of delivery shall be the Installation Date. 4. TITLE AND RISK OF LOSS Title and risk of loss will pass to the Customer from Xerox or Xerox' assignee on the Installation Date. The invoice will consti- tute the bill of sale. 5. DESCRIPTION OF SERVICES TO BE PROVIDED DURING THE WARRANTY PERIOD A. The warranty period will commence upon the Installation Date and continue for the period as specified in the Price List(s). Services for the Equipment while it is under warranty will be provided at no charge. The warranty will apply only to the first purchaser from Xerox, unless otherwise specified in the Price List(s) . B. In-place equipment is sold as-is, where-is, without any warranty, whether express or implied. C. In addition to the remedies noted in the General Terms and Conditions, if Xerox cannot maintain the Equipment in good working order during the warranty period, Xerox may, at its sole option, remove the Equipment and refund the purchase price to the Customer. 6. DESCRIPTION OF HOW SERVICE IS PROVIDED AFTER THE WARRANTY PERIOD After the warranty period expires, maintenance by Xerox of the Equipment will be provided under the provisions of a Mainte- nance Services Agreement. as defined in the Maintenance Ser- vices Terms and Conditions. or at the Time and Materials rates in effect at the time of a service call. 7. BREACH Xerox will retain the rights and remedies of a secured creditor until payment in full is received for the purchased Equipment. If the Customer fails to pay for the Equipment in a timely manner, Xerox can withhold Services for that Equipment. even if a War- ranty or Maintenance Service contract is applicable to such Equipment. ..... MAINTENANCE SERVICES TERMS AND CONDITIONS Issue Date February 1, 1988 The following Terms and Conditions relating to Maintenance Services are in addition to the General Terms and Conditions contained on the reverse side of the Customer's copy of the Order Agreement. ,. DESCRIPTION OF SERVICES PROVIDED Xerox will provide Maintenance Services for the Equipment as specified on this Order Agreement. The price for Maintenance Services is stated in the applicable Pnce Llst(s) and the specific pnce pian and initial term are indicated on this Order Agreement Xerox may change terms and conditions at the end of any term after giving the Customer at least thirty (30) days wntten notice. These changes will be eHective at the commencement of the next renewal term or on the date specified In the change notice. whichever is later Xerox rTlay change prices at the end of any term or In the 13th and 25th (if applicable) month of a multiple year agreement after giVing the Customer at least thirty (30) days written notice. The maximum amount that prices can be Increased IrI the 13th or 25th month can be found In the Price List(s) Maintenance Services are only available for EqUipment having a valid Xerox serial number and UL certification 2. DESCRIPTION OF AVAILABLE MAINTENANCE AGREEMENTS A. FULL SERVICE MAINTENANCE ("FSM"): FSM consists of the repair and/or replacement of parts and subassemblies to keep the Equipment in good work- Ing order as described more specifically In Paragraph 5 of the General Terms and ConditIons B. STANDARD MAINTENANCE ("SM"): Except for photoreceptors, SM con- sists of the repair and/or replacement of parts and subassemblies to keep the Equipment In good working order as described more specifically in Paragraph 5 of the General Terms and Conditions. (Photoreceptors for the 1025/1038 products are Included In the SM minimum charge.) In addition, each service call requested by the Customer shall have a per call charge Photoreceptor prices and call charge rates are contained in the Price list(s). PHOTORECEPTOR AND CALL CHARGES ARE SUBJECT TO CHANGE WITHOUT NOTICE. C SERVICE CENTER MAINTENANCE ("SCM"): If available and the Customer chooses this option. Maintenance Services, as more fully descnbed in Para- graph 5 of the General Terms and Conditions, will be performed at a Xerox Service Center ("Center"). Unless the Customer is within fifteen (15) miles of a Center, it WIll be the Customer's responsibility to bring the Equipment to the Center. If Within fifteen (15) miles of the Center, the Customer may elect, at an additional price, to have Xerox pick up the Equipment from, and return it to the Installed-at Address. While the Equipment is in Xerox' possession, Xerox shall have r~sk of loss or damage to the Equipment. Xerox does not represent or guarantee that the EqUipment will be repaired within any specific period of time. D. TIME AND MATERIALS ("T&M"): If the Customer does not elect any of the Maintenance Services options descnbed above, the Customer may choose to have Xerox provide Maintenance Services at the Time and Materials rates In effect at the time of the service call. 3. PERIOD OF ASSURED AVAILABILITY FOR MAINTENANCE SERVICES Xerox guarantees availability of FSM, SM, and SCM for the Penod of Assured Availability The Penod of Assured Availability for the EqUlpm~nt and when It com- mences IS stated In the Price List(s) The proviSion of Maintenance Services after the Pertod of Assured Availability, as available, is described on the applicable Pnce Llst(sl 4. TERM OF CONTRACT/EARLY TERMINATION A. The term of thiS Agreement commences on the Installation Date. For Agree- ments signed prior to the end of the Equipment warranty period, the Installa- tion Date wil! be the day follOWing the expiration of the warranty period The Instailatloll Date fa' Agreements signed after the expiration of the warranty period will be the date the Order Agreement is signed by the Customer B. The term of thiS Agreement is set forth on the Order Agreement. Annual and multiple year contracts will expire on the last day of the 12th, 24ttl or 36th full calendar month. as appkable Unless permitted below, termination of ar.' Agreemer', b~ the Customer prior to the expiration of ItS term or the breach of ar, AgreerT1ent Dy the Customer will result in Early Termination Charges being assessed as set forth In the Pnce list Such Early Termination IS a matenal brea(~h C If applicable. Early T ermlnatlor. Charges Will not be assessed if The Customer elects to trade to other equipment acqUired from Xerox. In the same Product Family, and the New EqUipment IS on a Maintenance Ser- Vices, Term Lease. or Equipment Services Agreement. This replacement eqUipment must be Intended to perform the same functions and be at the same Installed-at Address as the EqUlpmem traded tn. ~ The CUSTOmer elects 10 convert to another prtce plan (EqUipment Services or Ma,,,'en,wce SerViCeS! and the tern; of the new Agreement IS equal to 0' ~.t.Jrrial:il:); :~:"~~T\ of thiS Agreerne:," a1 tne tIme o~ C{)five:s:o: D. At least thirty (30) days wrttten notice must be given by the Customer to termi- nate an Agreement, either dunng or at the end of term, except for prtce plan conversions or eqUipment trades E. The Customer may terminate an Agreement as It pertains to accessories with- out the payment of Early Termination Charges ThiS terminatIon is contingent upon the removal of the acceSSOrtes. and becomes effective on the date requested by the Customer With at least thirty (30) days prior written notice F. Except for Customer" s breach, Xerox may terminate the Agreement only at the expiration of the Pertod of Assured Availability or any annual extension of such Penod Xerox will give the Customer at least thirty (30) days prior wntten notice 5. NEW AGREEMENT ON CURRENTLY INSTALLED EQUIPMENT Unless EqUipment is currently being maintained by Xerox on a Services Agreement or is tn the warranty period, Xerox' acceptance of a new Maintenance Services Agreement shall be conditioned on the EqUipment passing inspection The cost of inspection, as well as any charges necessary to bring the Equipment to Xerox Standards, including parts. will by borne by the Customer The photoreceptor, If any, must be tnspected and replaced at the Customer's expense if it does not pres- ently meet Xerox Standards 6. RENEWAL A. ThiS Agreement will .be automatically renewed for successive terms of the same number of months as the Initial Term unless written notification IS received from the Customer With proper notification, the Customer has the rtght to not renew The notice of intent to cancel must be received from the Customer at least thirty (30) days prior to expiration of the then current term Xerox will send a renewal notification to the Customer which will Include prtce and terms and conditions applicable to the renewal term This notice will be sent to the Customer at least forty (40) days prtor to the expiration of the then current term. B. A renewal term which would exceed the Penod of Assured Availability will expire on the Penod of Assured Availability expiration date 7, UPGRADES AND DOWNGRADES Equipment Upgrade(s) or Downgrade/s) will be subject to the Agreement at the FSM/SM/SCM charges, as applicable, In effect at the time the EqUipment configu- ration was modified, Neither the term of the Agreement nor the Penod of Assured Availability will be affected by the addition of Upgrade(s) or Downgrade(s). Attach- ment or removal of items Identified by Xerox In the Pnce list(s) as features, acces- sones, or supply Items will not be conSidered an EqUipment Upgrade or Downgrade 8. ACCESSORIES Customer-owned Xerox accessones for which Xerox does not have a FSM/SM, SCM pnce will be subject to the Agreement at no additional charge Customer- owned Xerox accessories for which FSM/SM/SCM pricing IS available will be subject to the Agreement at the prices specrfied in the Price list(sl and will have a term concurrent With the FSM/SM/SCM Agreement pertainmg to the EqUipment to which they are attached. 9. REMEDY The remedies are as described In Paragraph 5C of the General Terms and Condl tlons except If the EqUipment IS a'1 Erlgmeenng and GraphiCS Product In thiS case If Xe:oli determines that a replacemp'-': unit for the same product IS 1'0 longer avail- able Xerox may discharge itS obligations under thiS Paragraph by makmg payment to the Customer equal to the Trade-In valup based on the onglnai ....,5: Price cr CUi- rent List Prlc!" of such EqUipment whichever IS greater 1 0 TRANSFER OF EQUIPMENT TITLE In trle event the Customer Wishes to transfer title to the EqUipment for whiCh Main tenance Services is being prOVided, Xerox will offer Maintenance SerVices to the transferee of the EqUipment, upon the receipt of a Xerox Order Agreement from the transferee subject to the then current Xerox pnces terms and conditions. and poliCies 11. BREACH If t1l8 Customer fails tc:' ;i~JV Ir, a timely mar1ner for the EqUipment for which ~.I'alrl,e na:,::e Sp'v,ce~ or I prOVided Xero,. car Withhold Maintenance 58"." '.ES 'ra: E J,_l)" c Mil"i:,'na-.~E Services As;Jreernen: IS Ir, ef'ec INSTALLMENT PURCHASE TERMS AND CONDITIONS. Issue Date February 1, 1988 ~ *The following Terms and Conditions relating to Installment Purchase are in addition to the General Terms and Conditions contained on the reverse side of the Customer's copy of the Order Agreement. 1. AGREEMENT Installment Purchase is a purchase of Equipment, Accessories or Upgrades rEquipment-) with the price consisting of a cash sale price plus interest or finance charges. The principal balance plus applicable interest or finance charges are payable in equal monthly payments. The applicable interest rate or finance charge, the monthly installment payment, and the term of the Agree- ment are set forth in this Order Agreement. 2. CUSTOMER REPRESENTATIONS The Customer represents that the person signing this Order Agreement on behalf of the Customer is a duly authorized representative, partner, or proprie- tor of the Customer and has the authority to execute this Order Agreement on the Customer's behalf. The Customer also represents that the Equipment is not being purchased primarily for personal, household, or family use. 3. ABSOLUTE OBLIGATION The Customer's obligation to pay all sums due is absolute and unconditional but, upon written request to Xerox, the Customer has the right to prepay the total remaining principal balance. Such prepayment shall accompany the pre- payment form sent to the Customer by Xerox. Such prepayment eliminates the obliga~on to pay future interest or finance charges. 4. PAYMENT TERMS AND FREQUENCY When a down payment is required, it must be received by the Installation Date of the first unit of Equipment delivered under this Agreement. Monthly pay- ments shall commence one ( 1 ) month after the Installation Date of the final unit purchased under the Agreement and are due with or without monthly pay- ment reminders from Xerox. 5. EQUIPMENT ADD-ONS A. The Customer may add to this Agreement Upgrades and Accessories for the Equipment (hereafter referred to as -Subsequent Purchases-to The Cash Sale Price plus the then current applicable interest or finance charge for such Subsequent Purchases shall be added to the amounts owed for the Equipment. B. The number of monthly payments applicable to the Subsequent Purchases shall be the same as the number of monthly payments remaining with respect to the Equipment. A new monthly payment for both the Equipment and the Subsequent Purchases will be established. Each payment for Sub- sequent Purchases shall be allocated so that an amount equal to the origi- nal monthly payment is applied to the price of the Equipment and the remainder of the new monthly payment is applied to the Subsequent Pur- chases; however, any cash down payment on a Subsequent Purchase shall be allocated entirely to such Subsequent Purchase. 6. SECURITY INTEREST The Customer grants to Xerox a purchase money security interest in the Equipment and all additions or replacements to the Equipment to secure pay- ments due under this Agreement. The Customer agrees to promptly execute documents that Xerox deems reasonably necessary to protect its security interest. If the Customer fails to. do so, Xerox shall have the right to sign such documents on the Customer's behatf. When such information is not available from public sources, the Customer shall, upon Xerox' request. furnish a copy of the Customer's latest audited fiscal year-end financral statement. 7. TITLE AND INSURANCE A. Title to the Equipment shall pass to the Customer from Xerox or Xerox' assignee on the Equipment Installation Date. B. The Customer shall maintain fire, theft and extended coverage insurance on the Equipment in an amount not less that the remaining unpaid principal balance and all such policies of insurance shall name Xerox as an additional insured under a standard mortgage or security interest clause. At Xerox' request, the Customer shall provide Xerox with certificates of the insur- ance carriers which evidence such insurance coverage. 8. USE AND LOCATION OF EQUIPMENT . Xerox may conspicuously mark Equipment to identify its security interest and the Customer shall place no conflicting mark or permit the Xerox mark to be removed. If the Customer wishes to resell, lease, or lend the Equipment, the Customer shall give Xerox reasonable prior written notice and Xerox reserves the right to accelerate payment of the remaining principal balance. The Customer shall indemnify and hold Xerox harmless against assertions of interest in the Equip- ment by third parties. 9. ASSIGNMENT Xerox may assign this Agreement or the Equipment, in whole or in part, with- out notice to the Customer, but Xerox shall remain primarily obligated for its performance under this Agreement. Any claim or defense that the Customer may have will 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 manner or breaches any term or condition of this Agreement, Xerox may require the immediate payment of the entire amount of the unpaid princi- pal balance, plus all other amounts due under the Agreement, less any unearned charges. Xerox shall also have all rights and remedies of a secured creditor under the Uniform Commercial Code (or other similar law) of the state where Equipment is located and pursue any other remedies existing at law or in equity. No delay or failure of Xerox to exercise any right or remedy shall operate as a waiver of such right 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 OF A STATE GOVERNMENT OR A POLITICAL SU80IVISfON. B. FUNDING: The Customer states that it is its intent to make all installment payments required to be made under this Agreement. However, in the event, through no action initiated by the Customer, its legislative body does not appropriate funds for the continuation of this Agreement for any fiscal year after the first fiscal year and it has no funds to continue this Agreement from other sources, this Agreement may be terminated. To effect the termination of this Agreement, the Customer shall, thirty days prior to the beginning of the fiscal year for which its legislative body does not appropriate funds, send Xerox written notice stating that its legislative body failed to appropriate funds. Such notice shall be accompanied by the payment of all sums then owed Xerox under this Agreement and the Cus- tomer shall return to Xerox, at the Customer's expense, the Equipment in good condition to a location designated by Xerox. The Customer must deliver unencumbered title to the Equipment to Xerox at. the time of removal. Title will then revert to Xerox. Thereupon, the Customer will be released from its obligations to make aN further installment payments to Xerox. In addition, the Customer must certify in the foregoing notice that the canceled Equipment is not being replaced by equipment performing functions similar to those performed by the Equipment during the next ensuing fiscal year. Prior to electing to return the Equipment to Xerox, the Customer shall make a reasonable effort to find a viable assignee within the Customer's general organization that can continue this Agreement, and advise Xerox of the results so that Xerox may process the necessary doc- uments if the Customer is successful in finding such an assignee. In the event the Customer must return any Equipment pursuant to the terms of this paragraph, Xerox shall retain all sums paid under this Agreement by the Customer. C. INCOME TAX INDEMNITY: This Agreement has been accepted on the basis that Xerox or any Assignee of Xerox shall claim that interest paid hereunder is exempt from federal income tax under Section 103 (a)( 1 I of the Internal Revenue Code of 1986. Should the United States Government disallow, e.liminate, reduce, recapture, or disqualify, in whole or in part, any benefits of such exemption as a result of any acts or omissions by the Cus- tomer or as a result of the inapplicability of such section at the time this Agreement is accepted because of the status of the Customer, then sub- ject to the appropriation of funds by Customer's legislative body, the Cus- tomer shall then indemnify Xerox by payment to Xerox, at Xerox' election, of either (a) supplemental monthly payments during the remaining period of this Agreement or (bl a lump sum payable upon demand by Xerox. Such supplemental monthly or lump sum payment shall be in an amount neces- sary to permit Xerox to receive (on an after tax basis over the full term of this Agreement) the same rate of return that Xerox would have realized had there not been a loss or disallowance of such benefits, together with the amount of any interest or penalty which may be assessed by the govern- mental authority with respect to such loss or disallowance. D. TRANSFERABILITY: Notwithstanding any different provision in the applicable terms and conditions, Xerox Corporation may not sell, assign, or otherwise transfer this Agreement and any attempted sale, assign- ment, or transfer shall be void and without effect. .ssue Dete ," , TERM LEASE TERMS AND CONDITIONS February 1,1988 - The following Terms and Conditions relating to Term lease are in addition to the General Terms and Conditions contained on the reverse side of the Custom- er's copy of the Order Agreement. ,. AGREEMENT Term lMM i. alene of Equipment, Accessorie. or Upgrade. ("Equipment-). The monthly mini- mum peyment ia compoHd of cherges for the Equipment and, .. more fulty described in Para- graph 5 of the GenereI Terrm. Conditione, chergea for MeintllNnCe Service. for the Equipment during the term of the Ieue. The applabIemnimum monthly Ia.. payment and the length of this Agreement are ..t forth on the front of the Order Agreement. The maintenance charges (including copy or simiIer cherges. if appIlcMIeJ.e defined in the Price U.t(.) .. the Term L.... MIlinteMnCe Component. 2. STATUS 'OF EQUIPMENT A. The Equipment to be IeeHd under this Agreement will be newty mIIf1UfKtured. remanufac- tured. in-pIace, or previously in...aed. as identified on the.pplicMlIe Price Ust. The defini- tions of the fonIgoiag t.:ma ... aM forttl below. B. Newty MMufacued Equipment . newty uaembled equipment which !NY contain uHd components which have been reprocessed to .ssure machine compliance with product per- fonnence and reliability specifications. Additionel inforrNtion concerning the newly !NflU- fectured build staM of particular equipl1Wlt is cont.ined in the applicable Price Ust.. C. Remenufactured Equipment is equipment which has been di..ssembled to a predetermined standard estmlished by Xerox with defectiw component. being repleced by new, reproc. essed. or used component.. Before being inspected .nd te.ted to newly m.nufactured rnec:I*It _. aundIrdI. the Equipment will be cINned and refini.hed and .. retrofits deemed by Xerox .s fletd mandatory will be installed. D. In-piece Equipment . equipment installed on the Customer's premiaea PIJl'Sl*lt to a Xerox Order AgrMment for Equipment Servic.. at the time of execution of this Xerox Order AgrMment. E. PrNouaIy Inat..... Equipment ... defined in the ~ Price Usta. 3. CUSTOMIR IIPRE8ENTATIONI The Cuetonw,."...,.. .... the person 8igning this Order Agreemem on behIIIf of the C.. tomer is a duly ~ r~. J*tI*. Of proprietor of the Cua10mer end hn the authority to execUte this Order Agreement on the Customer's beheIf. The CustOfNr alae repre- sents tNtthe Equipment Ianotbelng Ieued prlnwlIy for personeI. household. or family u... 4. AIISOUQ'E oaUGATlON The CUetomer'. oIaIIptIon to.-Y" auma due.. HeoIute and uncDlldltiol.... The Cua- tamer ............ tills ~ before the eM of Ita wm except .. ~ below. 5. INVOICING AND PRICIINCIE.AIB A. DuriI9.- term of tftia~. the euatonw ahaII pay.. mir*num ..... peymenta the number and amount 01 monthly inatallments shown on the Term Las.. Action of the Order Agreement. 'The flrat payment IhaII be due 30 deys after the InstaIMion Dat.. Subsequent payment. ahaII be due on the..". dey of each subsequent month. Xerox will send to the Customer monthly peyment reminders. but delay or failure to send such reminders ahaII not ex~ let. paymenta. m- Customer may receive separate monthly peyl1Wlt reminders for MCI\ ItIm of EquipmMt. tfie 8Uft'l 01 wttIBh wiI equal the monthly minimum ... payment shown on the Term L.... section of the Order Agreement.) Customer IhaII not be responsi- ble for personal property tex.s on the Equipment. I. Meter or similar cherge. are prorated if the Equipment is in.talled for Ie.. than the fuH allow- ance period. C. Xerox may incr.... the Maintenance Component of the minimum monthly lee.. peyment (indudlng meter. or aimiIer, charges end/Of copy aIIow~ if anvt without prior ~. effective one ~ after the Installation Date end at the end of e\l8f'y twelfth month thereafter. (For Cuatamera receiving gowmmentIIl pricing. Xerox may inc,.... the mainteMnC. com- ponent wiIhout prior ..... upon expiration of the current goyernrneraI Price Uat end at the end of ftI8fY tweIflh month thereafter.) This increase shall not .xceed ten (10) percent. e. TITLE/SECURITY INTERUTJIII8K OF L06I A. The Equipment. or any Identical Replecement. if required. is and shall remain the excluaive property of Xeroll or Xerox' auignee until the Customer exerci... the option to purcha... B. The Customer grants to Xerox a purcha.. money security interest in the Equipment .nd all additiCIna end/or replecementa to the Equipment to secure ~ cbt under this Agree- ment. The Customer agr..s to promptly execute those documents that Xerox deems ree- aonabIy necessary to protect it. security intere.t, If the Cu.tomer hIiI. to do so. Xerox shall haw the right to sign such ctocunwtt. on the Customer's behalf. Xerox' security int.... IhaII terminete when the Customer exercises the option to purchue. When such informe- tion is not avaiI8bIe from public sources. the Customer shall. upon Xerox' request. furnish a copy of the Customer's latest audited fiac:al ~-end financial statement. C. Xerox mayOClMpic:ucMMlynwtt Equipm.nno identifY it. security intentSt. end the Customer shalf ptece no conllicting nwtt or permit the x.. nwtt to be remowd. D. From the de.. that the Equipment ia dIIlwred to the lnatalled-at Address. the Cu.tomer ahaII have .. the Oak of loss or damege to the Equipment arising from the Cu. tomer' . fault or from theft or dIaIIppearence of the Equipment. Xerox shall have risk of Io.s or darNge to the Equipment from all other causes. 7. COMMENCEMENT/ACCEfl'TANCE The term of this Agr....... .... c:ommence on the Equipment In.....tion Date. This Agree- ment i. binding only after credit approval has been established. Oeliwry of the Equipment doe. not constitute acceptance. The Cuatomer cannot terminate this Agreement before the end of its term except to exerci.. the purchase options identified below. 8. PURCHASE OPTIONS A. AT EXPIRATION: Provided that the Customer is not in breech, the Customer may purchase the Equipment on expiration of the Agreement et the Purchase Option Price set fanh in the Term L.... section of this Order Agreement. together with .ny applicable t.xes. The Cus- tomer must giYe Xerox writtan notice of its intention to exerci.. the purcha.. option at leeat 30 deys before expiration of the ..... term. B. PRIOR TO EXPIRATION: During the term of the Agreement. and provided that the Cus- tomer is not in breach. the Customer may. upon 15 days prior written notice to Xerox. pw_ chase the Equipment by paying all minimum monthly Iene peyment. due for the remainder of tms Agreement (Iesa any unearned charge.. such as finance or maintenance chargn). plus the Purchase Option Price. together with any applicable tax... When such amounts .... fully paid. this Agreement wil terminat. end title to the Equipment wiI transfer to the Cus- tomer. An early termination schedule setting fanh the unpaid minimum monthly ... pIly- ments will be given to the CuatOfNr upon request. The Purchase Option amount may be .financed if customer choo... to finance the replacement equipment with Xerox. ~ JllJJJ... .. ~q~p' 9. EXPIRATION/RENEWAL A. Upon.xpiration of this Agreement. or upon demend by Xerox pursuant to Peregraph 14 below. the Customer ahaII retUrn to Xerox all Equipment end any related Softw.... licensed by Xerox in the same condition as when delMtred to the Customer (r..sonabIe weer end tear .xcepted) on board such cerrier. pacIced for shipping. .s Xerox may specify. B. When all obIIgetion. set forth in Paragreph 5 .re sati.fied, the Cu.tomer m.y renew this Agreement for one additional lea.. period of 12 months .t the Mme price .nd on the terrm and conditions then in effect. The Customer must give Xerox written notice of renewII at Ieeat 30 dIys before upimion of the term of this Agreement. 10. EQUIPMENT ADD-ONS A. By execu1ing en Equipment Add-On A~. the Cuatomer may edd to the... sub... quentTerm l.Maea of UpgrDa and Acceuories (hereafter referred to .s -Subsequent l......). AI terms and c:ondIIlanI of the Ia.. shall epply to Subsequent L..... (including the reaervetion of . purchase money security interest in Subsequent L.... equipment.) Equipment previoualy Ieued IhaII be security for Subsequent L..... until.11 of the Custom- er's obligations under the previous ..... are ..tilfied. B. The number of Iene payments under a Subeequent Las.. shall be the same .s the number of payments. then remaining under the .... If the Customer renews this Agreement. exer- ci... ita ~ option. Of~" this ~t by purcheae of the Equipment. the eu.tonwf'..... be ~ to ....tIIIIin....me ac:don .. to My ~ or Acc.ssory. WNn........I.JtIrICIII.Mr n -. 1 ..1dded1O~~. ~~ peyment .,.. be allocated SO "'en''''''Q~jl"t''to ~. original payment IS _..... to t... origineI.~ N8Ifwnaunt'" to 1tW ~ I. eppIied to the edditional Upgredaa or Ac .DlIfiIa. ",' <, 11. ~Qf.RMlY.pu~..,..,;., =::=aw~~:-MMA~ AJIIUTV.atlmlflSlQN~""" 6IJI.RIINT1fIfIIfCHA!IED BY ctJS10MER PURSUANT..lIt~ ,~," .,'.,~ISf.~ 'WHERE G.. 12. AUIGNMENT Xerox rNV......r. 'A~ .,..~ ",....0, PM. without notice to the Cus- tonw. 1M x....... ~.' I "t J.11I f far.. ~1Ce under ~AgNement. includlna~~.~.. .. ~.. ... ..~orcWanaethMm.eu..nermey have ".'..-..ned __ . '. . not ' , My....... ;~-~~: ~ HI ~,'I .,. _' :'~_' ' " :"....'..f::.. ..-:~, A _.:i~ _ "-:.' ~ 13. !!!!!g.'" I,. .' . . The,..,.............. 1It.......1C of the GenerIt Terms and CondItione. unless the Equipment. en En.neerin,_ Chptic. ProcIucI. Meinfreme. In this case. if Xerox determines that e ~I.c.ment unit for the aerneproductia no longer ...... Xerox may c:Iacherge it. obII- ~.~ ~ bv IftlIIdRt peyment to the Customer equal to the Trade-in value bulddri......Uat Price or CunwIt LIat PItce of such E~. whichewr is w-ter. 14. ~.". .... .. : ,:'. c.,, rn"~l(;i!"'" ~=~~~~~~r~f."l::'::.::::t::::"~ able 1M.......,. of ~ "**- ................ .... ottIer amounts due hereunder ~ the Purcll!Me QtMton ~.... eny ...". ctwvea. x.ox may aIao exerclM" rfgfb and rernec:llilS iJf. ~ petty Uftder the u..m Commercial Code (Of other Iinifar IN) or_ atete w-.~........ and,......"" ottw NmedIea exlating at law ~ lit equity. 15. GOVHNMENT AGENCY FUNDIIIIG. INCOMI TAX INDEMNITY. AND . ~ERMlU~ A.THtI.PAIWJMPH 15 IN ITS EIfMIT"( . APfIIUCMLE ONLY TO CUlTOMERS WMICt4'AM A ItART OF A STATE GOVIRNMENT OR POUTlCAL SUIDMIION. B. fItINDINd:...'The Cuatonw sm.. that it .. its .,.,. to maIce .. installment peyments required to be made under this Agreement. HoMwr. in the event. through no action initi- ated by the Customer, itslegialatiYl body does not eppropriate funds for the continuation of this AgNement for enY fiacal.,..r after the first fiac:aI ~ end it has no funds to continue this ~ fNm edler sources, this Agreement may be terminated. To effect the termina- tion of this Agreement. the Customer shalf, thirty deya prior to the beginning of the fiac:al ~ for wtlich its legislltiw body does not appropriate funds. send Xeroll written notice .mint .... ... ~ body feiIed to eppropriat. funds. Such notica .haII be accompa- nied by 1M peyment of all sums then owed X8IQX under this AgrMI'IWlt and the Customer .haII return to Xerox. et the Cu.tomer'. .xpen... the Equipment in good condl1ion to aloca- tion ~ by Xerox. The Customer...... to pay for" copy usage made on the equip- ment prior to ita-,NmOV". Therwupon. the Cuatomer will be ,.....sed from it. obIigetiona to maIce .. ~ ..... payment. to X...OX. In addition. the Customer must certify in the fore- going notice that the '*'Celed Equipment Is not being repleced by equipment performing func:tiona IimiIer to tho.. performed by the Equipment during the next ensuing fiac:al yur. Prior to electing to return the Equipment to Xerox, the Cu.tomer shall !NO . reasonable effan to find. viebIe assignee within the Customer'. gener.1 organizltion that can continue thie AGraament. and advi.. Xerox of the results so that Xerox may proc... the necessary documents if the Customer i. successful in finding such an assign... In the event the Cus- tOfNr must retUrn any Equipment pursuant to the terms of this paragraph, Xeroll shall retein all sums peld under this Agreement by the Cuatomer. C. INCOME TAX INDEMNITY: ThIs Agreement has been lCCepted on the basi. that Xerox or any Aeaignee 01 Xerox ahaII a.im that interest peid hereunder i. exempt from federal income tax under Section 1 O31aJ( 1 J of the Internal Revenue Code of 1986. Should the United Sm.. Government diaallow. eliminate, reduce. recaptUre, or disqualify, in whole or in part. ."" benefiIa .hueh exemption a. e reautt of any letS or omiaaiona by the Customer or IS I result of the inIIppIicabiIit of such section at the time this Agreement is accepted becau.. of the status 01 the Cuatomer. then .ubject to the eppropriltion of fund. by Customer'. leg- ialatNe body. Customer shell then indemnify Xerox by peyment to Xerox, at Xerox' election. of either (a, auppternental monthly peyments during the remaining period of this Agreement or (b'elump sum payebIe upon dernInd by Xerox. Such supplemental monthly or lump sum peyl1Wlt ahaII be in an .mount necessary to permit Xerox to recaiw (on an after tax beaia over the fuI term of this Agreement) the ..". rate of return that Xerox would have realized had there not been . loss or disallowance of such benefits. together with the .mount of any interest or penalty which !NY be .....sed bV the governmental authority with respect to such loss 01 diaalIowInca. D. TRANSFERABlUTY: Notwithstanding any different provision in the eppIicabIe terms end condition.. Xerox Corporation may not..... .ssign. or otherwi.. transfer this Agreement end any attempted ..... HIignment. or trenafer ahaII be void and without effect. ," . ,!, k:1, )L~.J"11 ~ L"~7'''''~ 'aImr,..._.__lll.'.W,',d ~ .. m. ~!!:!r~r.'...:'~ot:" luue Date February 1, 1988 EQUIPMENT SERVICES TERMS AND CONDITIONS The following Terms and Condi~ions 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 Equipment Services as described in Paragraph 5 of the General Terms and Conditions. The price for Equipment Services, which includes Maintenance Services, is reflected in the applicable Price List(s). The specific price plan and Initial Term are indicated on this Order Agreement. Xerox may change terms and conditions at the end of any term after giving the Customer at least thirty (30) days written notice. These changes will be effective at the commencement-of the next renewal term or on the date speci- fied in the change notice, whichever is later. Xerox may change prices at the end of any term or in the 13th and 25th (if applicable) month of a multiple year agreement after giving the Customer at least thirty (30) days written notice. The maximum amount that prices can. be increased in the 13th or 25th month can be found in the Price list(s). 2. TITLE AND RISK OF LOSS A. The Equipment is and shall remain. the exclusive property of Xerox or the Xerox assignee. ~ From the date that the Equipment is delivered to the Installed-at Address, the Customer shall have all risk of loss or damage to the Equipment arising from the Customer's fault or from the theft or disappearance of the Equipment. Xerox shall have risk . of loss or damage to the Equipment from all other causes. 3. TERM OF CONTRACT/EARLY TERMINATION A. The. term 01- this Agreement. commences. on the Installation Date. . . B. The term of tms AgreemeRt-is set forth on the Order Agree- ment. An.annual oc..mukiple-year Agreement will expire on the last day of the 12th, 24th, or 36th full calendar month, as appli- cable. Unless permitted below, a termination of this Agree- ment by the Customer prior to the expiration of its term or the breach of this Agreement by the Customer will result in Early Termination Charges being assessed as set forth in the Price lists. Such Early Termination is a material breach. If the. Customer has changed price plans within six months of earty termination, the Early Termination Charges will be calcu- lated on the basis of the higher of the current or the prior price plan. C. Early Termination Charges will not be assessed if: 1. The Customer elects to purchase or Term Lease this In-pllce Equipment. 2. The Customer elects to trade to other Xerox equipment in the same Product Family, in the same or higher Product Group. This replacement equipment must be intended to perform the same functions and be at the same Installed-at Address as the Equipment traded-in. 3. The Customer elects to convert to another price plan and the term of the new Agreement is equal to or greater than the remaining term of this Agreement at the time of conversion. D. At least thirty (30) days written notice must be givenby either party to terminate this Agreement, either during orat the end of a term, except for price plan conversions, equipment trades, purchase, 'or Term Leue of this In-Place Equipment. . E. The Ct1stomer may terminate this Agreement as it pertaina to Accessories without the payment of Earty Termination Charges. This' termination becomes effective on the date requested by the Customer with at least thirty (~ prior written notice. " 4. RENEWAL This Agreement will be automatically renewed for succ8S$Mt terms of the same number of months as the Initial Term unless written notification is received from the Customer. With proper notification, the Customer has the right to not renew. Thenotice of intent to cancel must be received for the Customer at least thirty (30) days prior to expiration of the then current term. Xerox wiH send a renewal notification to the Customer which will include price and terms and conditions applicable to the renewal term. This notice will be sent to the Customer at least forty (40) days prior to the expiration of the then current term. 5. ASSIGNMENT Xerox may' assign this Agreement or the Equipment, irT whoIe'or part, without notice to the Customer, but Xerox shall remain pri>- marily obligated for its performance under this Agreement. Any claim or' defense that the Customer may have will be asserted against Xerox, and not against any assignee. 6. REMEDY In addition to the remedies noted in the General Terms and Condi- tions, if Xerox cannot put the Equipment in good working order or replace the Equipment with identical or comparable equipment, Xerox will terminate the Agreement with no further obligation on the Customer's part, except to pay for charges which accrued while the Equipment was available for use by the Customer.