HomeMy WebLinkAbout17-FInance
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CITY OF SAN BERNARDINO -
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FOR COUNCIL ACTION
From: ANDREW GREEN, DirectorRBt'tFiAiilltUI. StlSj~ct:
Dept: Finance
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LEASE PURCHASE AGREEMENT OF A
XEROX 5090 DUPLICATOR FOR
THE PRINT SHOP
Date: October 19, 1989
Synopsis of Previous Council action:
October 2, 1989 - Council authorized the lease purchase of
Xerox 5090 Duplicator for use by the Print Shop and directed
the City Attorney to review the lease document and prepare
the necessary resolution.
Recommended motion:
Adopt resolution.
CLw Jj~
Signature
Contact person:
Andrew Green
Phone:
S?4?
Supporting data attached:
yes
Ward:
$120,000 (60 month lease ahluunt $4,7".>0
Amount: or $38,000 89/90 Budget).
FUNDING REQUIREMENTS:
pc..: InUJl'i.:.l1
Source: (Acct. No.)
t.35"3\\ 5~D)'
Acct. Descri
Finance:
j)f->>
Council Notes:
75-0262
Agenda Item No._
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;6iTY OF SAN BERNARDINO -
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RBQUEST FOR COUNCIL ACTION
STAFF REPORT
New duplicating equipment for the Print Shop is included in the Budget.
Upon analysis of the existing systems, the Finance Department
recommends placing a Xerox 5090 Duplicator in the Print Shop. The
amount applicable to the 1989/90 budget would be approximately $38,000.
The Xerox 5090 provides a much more efficient and cost effective.
System for the city.
The following are four specific examples of costs savings:
A council agenda with 600 originals and 35 sets cost the City $1/100
to produce. It would cost $1,680 if done by a commercial quick
print company. It will cost $473 on the Xerox 5090. This will save
the City an average of $15,000 per year.
We expect to pull a minimum of 50,000 copies per month from floor
copiers and into the Print Shop. This will decrease the maintenance
cost of the floor machines. In addition to an annual savings of
approximately $36,000 overall quality and turn around time will
imp~ove dramatically.
The Xerox 5090 provides automatic
existing press). Many of our present
Our current average volume of 250,000
to an annual savings of $6,930.
2-sided copies (unlike the
print jobs could be two sided.
copies per month would equate
The General Plan documents printed by DiLine Printers cost the City
$90 per document. The cost of the documents printed in-house on our
present equipment was $45 per document. The cost of printing the
same document on the Xerox 5090 would have been $7.80. At 90 copies
this would provide a minimum savings of $3,348.
As you can see, over $60,000 of potential savings have been identified
with just four jobs. Even greater savings are expected when the Xerox
5090 is in place and used for other .print Shop applications.
The City can lease purchase a Xerox 5090 duplicator on a five year
lease with a 7.1% interest rate. This equates to $4,750 per month
which includes lease payment, maintenance, 250,000 copies per month and
supplies.
The lease purchase of the Xerox 5090 duplicator will increase the
efficiency anq economy of the City's duplication operation. The city's
current fiscal condition mandates the exploration of ways to increase
operational efficiency without large increases in operating costs. The
Xerox 5090 meets both of these requirements.
75-0264
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RESOLUTION NO.
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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:
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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
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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.
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SECTION 4.
The authorization to execute the abo~e-
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referenced agreement is rescinded if the parties to the agreem(mt
fail to execute them within 60 days of the passage of this
resolution.
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III
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DCR:mg
October 19, 1989
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RESOLUTION OF~E CITY AUTHORIZING A FIVE~AR LEASE PURCHASE
AGREEMENT WITH XEROX FOR FINANCING OF ONE XEROX 5090 DUPLICATOR
I HEREBY CERTIFY that the foregoing resolution was duly
adopted by the Mayor and Common Council of the City of San
Bernardino at a ______________ meeting thereof, held on the
day of , 1989, by the following vote, to wit:
AYES: Council Members
NAYS:
ABSENT:
City Clerk
The foregoing resolution is hereby approved this
day
of
, 1989.
w. R. HOLCOMB, Mayor
Approved as to form
and legal content:
JAMES F. PENMAN
City Attorney
BY~ 7< ~
DCR:mg
October 19, 1989
2
XEROX
C EXHIBIT' "A" ""-'
USE BALL POINT PEN. PRESS FIRMLY
Xerox Order Agreement
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CRC.;
,.,.,. X.rox Order Agr..ment cov.... tr.nMCtlon(.) check.d below and Incorporat.. the General Term. and Condition. att~hed hereto and
other T.rm. and Condition. ref.renced below. .
o WIll ~ []...~ 0 Equipment ServlceI 0 Software lieen..
WWt 0 Financec:l E nt Cont uratlon Cha 0 ~.
INSTAU..fD AT CUSTOMER NAME
;e;'",:'''$'It'
III.J. TO CUSTOMER NAME
_NT ~ (IF DIFFERENT,
STREET ADDRESS
90)( NUMBER ROUTING
CITY
Equipment Order Information
Xerox
Xerox
Xerox
Xerox
Xerox
Xerox
Xerox
Meters A.
t
3 4
D. CallI PrICe
Ie:'
18 - CIl
E. Finance
Charge '"
__
at %
F. TIme Balance
10 +El
G TIme Sale
PrICe IC + F)
_ Monthly Installments
of$
e. Tolalt
TCIIII Net PrICe tExcIuIMt cA
.... SIIes / Use Tax. l'lIlcImenI.
- MIinlenance and ~ Charges)
Complete ThiS SectIon For Term Lease
..... 01 ~ tCheck One Plan)
024 ManIll
o 3ll Month
048 r.b>th
[IaeoManth
OOllw
ClriQirW c..torr. / eor.8Cl #96'
5
CJ McoolhIy
CJ SemI-Ar1nl*
CJ AnnuIII
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 period) at a rate of
Purc:I-. ()pticn Amount $
(for Term
K'-12~~
PURCHASE ORDER t CONTRACT INFORMATION:
(Purchase Order Reference. are for Billing Purpo... Only)
Customer Require. Purchase Order Number: 0 No lZJ,.;ar.t
Customer Purchase Order Numbers:
Tax Exempt. 0 Yes (Attach Exemption Certificate)
Placement Charge Appicable 0 Yes ~
Equipment:
Maintenance:
CUltomer w.1I 1110 be billed lor prepoeked supplies which ore Shipped Supply:
- TOI8IWllrrMty....... (Fer...... 08If) ~~~::~:~o~~.i~~~~~;e:;::~~':~ut:lj:i;~~~~;~:~~~:~~~ Xerox Suppty Contract.'
Earlle.t Cuatomer Aceepta"ce Date: / / CUltomer Requelt Full Credit: 0 Yel 0 No Maeter Pureha.. Agreement .:
CUSTOMER MUST INITIAL TO ACKNOWLEDGE RECEIPT OF XEROX PRICE LIST TERMS AND CONDITIONS MJD ,)THER IY' 'JMENT" ~iF'-~',^;t'~ '1[ -"/1
Dated Initial. Dated Initlall Doted
Inlllal.
X"'OI: Prk:e Lilt .,
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na ~".~'~"!l.~.j.j :,;;I_r-;- -. .
Sollw are License T erml Ind Condltlonl
Other _.0 __ __.____
Malnlenance Price L1.t .
Go.'1. Contract/Prica Li.t .
Xerox Order Allreement Addendum(.)
2-1-81,
Equipment Trade-In Terml Ind ConditIOn.
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InSl.Jllmt-'fll PUfcn,lS" ,)r ferm Lt>asf:'
CLJslorn..( No
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Customer
By (Please Pnm)
Signature
T_.. CliIIIMIna
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Exte~.Se"ice 5~ran~~ndment
Nellot~ trecR I~
Xerox CorporatIOn
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Signature
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'MNERAL TERMS AND CONDITIONi
luue 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 /installatlon location set forth on this Xerox Order Agreement rOrder
Agreement').
B. BILL-TO ADDRESS: All Invoices, as well as notices of changes In pnces 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 Of telephone number listed on the InVOice. The Cus-
tomer',s Identified as the entity on the first line of the Bill-to Address.
C. SHIP. TO/INSTALLED,AT ADORESS '"INSTALLED-AT ADDRESS"I: 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 wonh,ness 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
wntten notice to the Customer if credit approval IS denied within sixty (60) days
aher the date this Order Agreement is accepted for Xerox by an authorized
representative
2. EQUIPMENT SELECTION. PRICES. AND AGREEMENT
The Customer has selec-ted and Xerox agrees to provide the Equipment, Software, or
Services Identified on thiS Order Agreement. The specific pncels), exclusive of appli-
cable tax and transportation charges, are as set fonh on this Order Agreement and/or
the applicable Pnce Llst(s) If the Order Agreement and any documents incorporated
by reference are Inconsistent, the applicable Pnce Ltst(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
J. DELIVERY/INSTALLATION/RELOCATION
A. DELIVERY: Delivery Will be made to the Shlp-to/lnstalled-at Address. The Cus-
tomer must accept delivery of the Equipment, Upgrades, and Accessones rEqUlp-
ment') 0'. Software within a reasonable time after being notified by Xerox that the
EqUipment or Sohware IS ready for delivery. If, through no fault of the Customer,
Xerox IS unable to deliver EqUipment or Software within a reasonable time, pnces
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 during 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 pans.
C. INSTALLATION DATE: The 'Insta"atlon 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 Ltst(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 pnce 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 tei 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 penod 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 monl'
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 Sohware. The Customer shall pay to Xerox
all state and local sales and use taxes ansing from the Agreement (even If they are
deSignated In cenaln states as eXCise, gross receipts, or privilege taxes). unless
the Customer prOVides Xerox with proof of exemption. Xerox reserves the right to
InVOice for panlal shipment of multiple unit orders.
C. COpy CREDITS: The Customer Will receive one copy credll 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 credlls WIll be Issued only
.f Xerox IS responsible for providing EqUipment Services or Maintenance Services
lexcept Time and Matenals maintenance) Copy credits Will be reflected on the
.nvOlce 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 M,nimum Charge or the Monthly Dupll.
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 ('ServlcesT
1) Xerox will make all necessary adjustments and repairs to keep Equipment in
good working order. 2). Pans required for repair may be used or reprocessed in
accordance with Xerox' specifications and replaced pans are the propeny 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 United 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 moat, ,ee,ent rele..e(s) of Oper.tlng
System Software to eneb'e Xerox to property m.."t..n the EqUipment. 6). AnV
developer u..d In t.... Equipment rney be Inat.1Ied and 'erno\4d onty by X.,.ox Un
ac;c;:o'denc. _tth X.,o.' aervtc. poIk:y}. A..-no~ dev.1Opeir wtlt btt d'-.>>oeed Of by
)(._0_ u,,~.. c".,~ r~.'. ot:"-"-t..
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, Installallon, or
removal of equipment or devices not provided by Xerox 61 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, tampenng, service by other than Xerox,
causes other than ordinary use, interconnection of Equipment by electrical, or
electronic, 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 penod In which Xerox IS prOViding SerVices, Xerox IS
unable to maintain the EqUipment In good working order, Xerox, at ItS dlscretton,
will provide ellher an Identtcal replacement or another product that prOVides equal
or greater capabilities at no additIonal charge for the penod of the then current
term of the Agreemenl. Remedies set fonh 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 NEGLlGENCEI, OR OTHER THEORY, I, LIMITE D
TO THE AMOUNTS PAID BY CUSTOMER OR 10% OF THE AMOUNT
REQUIRED TO BE PAID BY CUSTOMER UNDER THIS ORDER AG ~EEMENT
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 utlhzes 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 standar.d
configuration or that use of the supply Item be dlsconttnued 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 obhgatlons to Xerox If
Xerox beheves 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 wllhhold maintenance until the problem IS remedied (ThiS paragraph
shall not apply to the attachment of Xerox ElectroniC Prontlng systems pquopment
to a host computer.)
B, Unless the Customer has obtained title to the EqUipment free and clear of any
Xerox securrty interest, the Customer may not remove any ownership Identlfica-
lion tags on the Equipment or allow the EqUipment to become fixtures to real
propeny
8, ASSIGNMENT
The Customer shall not (') assign, transfer, or pledge all or any pan of thiS Agreement
or software licensed by Xerox, 12) resell, lease or lend EqUipment or permit It to De
used by anyone other than the Customer, the Customer s employees, or other author.
Ized use,s unless the Customer has obtained title to the EqUipment, or (3) permIt a hen
or encumbrance of any kond against the EqUipment unless the Customer has obtaoned
title to the EqUipment free and clear from any Xerox secunty Interest Any attempted
assignment or transfer of the Agreement, EqUipment or software to ViolatIon of thiS
paragraph, and wllhout 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 Inttlally prOVided
B, NOTICES: All nottces Will be effecttve on the date of postmark
C, ATTORNEYS' FEES/COSTS: In any action by a pany to enforce ItS roghts here-
under, the non-prevailing party shall pay the prevailmg parlY'S costs and expenses
(Including reasonable attorneys' fees)
0, EXTRAORDINARY CIRCUMSTANCES: Except for obhgatlons of payment, nei-
ther Xerox nor the Customer shall be !table for non-performance caused by circum-
stances beyond their 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 (101 days after notice IS gIven to the Customer by
Xerox if such breach IS not cured, Any breach by Xerox as to an :tem of EqUipment
shall be a breach as to that .tem only
F. ORDER FULFULLMENT: It thiS IS a multiple unit order and/or Includes "romo-
tlonal goods, credits, serVIces, and the Customer does not fuUy corr~\ete the
terms of the Order Agreement. Xerox reserves the nght 10 reblll at stand.J"~ prIC>}S
or to retrieve the promotIonal Items, unless the C.Jstor""dH ~~c.Q'lcdec, tJ) .l -~u,r:n3
another Xero)( product ehglbie for such promotional ,tf.:i-nS, r:1,s.:.(;\.>{;'~
G. PATENT INDEMNITY: Xerox Will defend the Customer from aM "dy jJ'Y uit,~
mate Judgment for, direct Infnngement In the Unlte-d States b'( Equlpmer,i :;r Xerox
Operating System Sohware ("Sohware') of any patent. trademark. !raGe secret,
protected semiconductor chip mask work, or copyroght If Customer promptly not.-
fles Xerox In wrtllng of any alleged Infrongement, allows Xerox to 11efend, and
cooperates With Xerox Xerox.s not responSible for any non-Xerox ~It!gatlon
expenses or settlements unless Xerox agrees to them.n wrollng Xerox.s cot 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 nonmfrmgemenr
and hIlS no other liability for infnngement or anv damages therefrom
To avoid an infringement (even If nOt alleged) Xerox may, at Its oprlon, at no charge
to Customer, obtain a license to use. mod,fy, or SUbStlfUfe an eQUlvalenr fler:1 fOf
the ,"fringIng eqUipment Dr. soh wars
H. PURCHASE ORDERS: NotWIthstanding terms and condItions con rained In the
Customer's Purchase Orders. the ferms and condllftms of thIS Xerox OrdfJr Agree-
ment ."." prev.,'
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-
...
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Q'OX TERM LEA~E WORKSHEEt""', EFRCTIVE 2-1-.. DISCARD ALL OTHER ISSUES.
ONOTE: T_ L_ FlIdon "'- Prlc:Ing F . No Refennce To An ImplIM ""'- ..... And No tntonr::::! On Th. WorllaIMel ShouIcI Be Dl8cIoMd.
IIIIJ.ro~R_
I I L-l I I I I I I I I
_NT C/JIMWoIY IlF llF~RENTI
, I I I , I I I I
STREET AOORESS
I J I
! OlSTALUO "" CUSTOMER NAME
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STReET AOORESS
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BOX NlJMI!9fR I AQUTWG
: :' :
,
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I SWE Inp
Xerox Plu<lJcII Ser ",f In place I
LIST PRICE
! STATE I -'~'---,~---'--
CITY I ZIP
- _
OTP' OTHER NET PURCHASE MONT... Y IIONTHl Y
TRADE-IN (Inc. DMF . DIP) PRICE/AMOUNT PAYMENT SERVICE
CREDITS - CREDITS = FINANCED FACTOR CHARGE
CITY
I ille'OX C /)q/')
llerox
Xerox
Ix-rox
I
Ille'ox
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iXero. ----, ------------------
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i Xerox
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_._ I Xerox _.
!
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D........ EBS Ellena ....... III Code From
Legend Below And Enter Here
SERVICE BILL CODE LEGEND
I PLEASE I
INCLUDE CONTIIACT
FINANCE !lATE BELOW
.
TobII Service
X2TY
XOKY
X3TY
X 1K Y
TOTAL
AMOUNT
FINANCED
%
PURCHASE
OPTION X
PERCENT
PURCHASE
OPTION =
AMOUNT
X
=
· Non-Metered
· Monthly Billed Meter
· SemI-Annual Billed Meter
· Amu.uy Billed Meter
CONTINENTAL. OFFSHORE.
X 19 9 X 19 9
X20Y X21Y
X OT Y X 1T Y
X 01 Y X 18 Y
Fector.
%
SPECIALS
· 1025/1'031 Fla. Rate SMA
· 202O/2OIOnOlO Low Vol.
· 108C111SOO1l11OO DP Run Length
· Semf-Annual 1025/1035/
2130 HIgh Volume
. K - 12 (a'-o ""-In betow)
X 1H Y
X 1H Y
X 1H Y
X2HY
X2HY
X2HY
Total Paym't
Inc. Servlc:e
-Summer Option CodlI"(SOC)
-Cuter ldentlllcdon
.NOTE: X = 5 for Commercial, 2 for State & Local
Y = Number of Years (2, 3, 4 or 5)
COMMENTS:
I
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i.
Form 50185 (2-1-88) TERM LEASE WORKSHEET
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". t I rST~R~R I
CONTACT NAME/PHONE
I
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UNTS ,'....vA
8U TO CUSl'OMER _
I I I
_NT ~V IIF DIFFERENT)
I
STREE T AOOAESS
I
BOx NUMBER I ROUTfrrIG
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CITy
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System
Number
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)(erex Product (Ser .. ",n place,
lIst PrfCe
j x..o.
x..o.
x..o.
x..o.
x..o.
x..o.
x..o.
x..o.
x..o.
Meters
1____
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A FromA'ihiched ~---
Order Agreement
Addendumls)
2 ___
4
8 Totals
COmplete This Section For Term Lease:
Term 01 AgreementlCheck One Plan,
Orogonal Custorrte1" / Contract #95
Cnn\ AUowance PertOd
o Monthly
o Sem..Annual
o Annual
r""~'''c~
Purchase Clphon Amount $
,II Code I .....ter 001 180~
I
I I lriCH....lItrl
I I I I ,.
I I I
I I I
I
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I
I
}nce Plan Descnption
>ovl Firm Contract Option 0
;...... E"--t(Ust 8ertaI Hum.....)
IMlal Term
Govt Fiscal Year Option 0
Inltle' SUPP'y Order Item
c::. /- ,Coutov
'J( Exempt QN;. 0 Ves (Attach Exemption Certl'lcat~)
"'emenl Cherge ApplICable 0 Ve. 0 N(;'
C4ly
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,
.~"^"~
"-"
I
I CONTACT FOR METER READ NAME/PHONE
I I
I I
I STATE
o 24 Month
o 36 Month
o 48 Month
Coov Allowance
I I
-
-
I
I
'~'~; _'~:f: I
I
I
"'TAUEO AT. CUSTOMER NAME
I (', I, l I
NAME OIIERFLOW
1
I , I I I .-1 I I
FLOOR. ROOM ROuTINQ
, I . I I I I
STREET AOOAEsS
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CITY
I - I I
County
Total L'st $ Less DedUCtIOnS
Opt To Purch Trade 'In Other
L I
I I I
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,
/ZIP
I
Net Pnce
Installment Purchase
B Total Net
PrICe
C CaSh Down
Payment
o CaSh PrICe
(Pnro:lpal
Baiaro:e
(8. CIl
E FInance
Charge or
Interest
at VI"
F TIme Balance
(0 + EI
G Time Sate
PrICe IC + FI
_ Monthly Installments
of $
Total Net PrICe (E x.CluSI'IIe of
Sales / Use Tax, Placement.
.. Maintenance acd Supply Charges'
[j-eoMonth
o Other
,
r
.,;4
Total Month', Minimum lease Payment I
(Exclusive 0 Sales I Use Tax and Placement $;:,)(;i .'
Charges) :/l ~ .-
I Copy Charges Will be billed separately in accordance Wllh the
Maintenance P"ce l'stlndlcaled below
f Ethernel Work Slalron , 0
XNAC COde
I
I
I I I
<<) ,UCllolI
1 I I
I
I I I
.'GRP
Billing Cycle
Govl Fiscal Year Begins
/
/
QIy.
Reor.r Number
Code Mo Closed Code
3 NOI Closed 4
6 June 7
GS _ COnI. Type
Contract Number'
K - 12 Summer Option
Me Closed
June & July
July
Code
5
8
Me Closed
July & August
Aug
CUltom., Aequir.. Purchase Order Number: 0 No 0..-.
Equipment:
Maintenance:
Cultomer Purcha.. Order Numbers;
- ToUIl WIIrranly Months (For Pun:n_ Only) ;~I~~~i~i~~r:":'~~~:i~=od~~:'U~~L'r.~~':=~=
ce Plan Conversion Effective Date or / requ... removal. or return 0' PNPltCkecl auppt,. and receive fulf credit.
118s1 Customer Acceplance Dale / _ Customer Reouest Full Credit: 0 Ves 0 No
~ 0<00' D,S! I 0.,. Un"
· e_ ""ach e_oon cer"'IC~: ~ C ~II 01 Ren,l, Only 0 ~... On~ c Ol~' IE'IlIa'OI
Lll'r~l;"'~o I ~~41 0INr I - I-I
~:
po. 10 Dale
Xero. Supply Contract ':
Masler Purchas. Agreement ':
.;~'''S! Elm"",,' No I I I r I
Ace & B.ECTRICAI" 0ISCUSSe0 WITH. AND UNDERSTOOD BY CUSTOMER? 0 YES 0 NO
"CE/TABLE AVAILABl.E? 0 YES 0 NO IF NO. WHEN?
CEPTAClE READY? 0 YES 0 NO IF NO. WHEN? SAlES REP WAlKED DB.IllERY PATH? 0 YES 0 NO
~IIIERYHOUAs_:-:..,---~~ DB.IVERYOOCKAVAILABlE? 0 YES 0 NO
AllEST DOOR WIDTH (IF LESS THAN 30") _INCHES B.EVATOR REQUIRED? 0 YES 0 NO
\IRCRAWLER REQUIRED? 0 YES 0 NO . OF STEPS _ . OF lANDINGS _
:CIAlINSTRUCTIONS:
r Orne,
I Comments
"
I Sales Rep Order
Acknowledgement
Sales Reo Emg .
PromoflOn Name (II AOPhCabll! I
l~-:-~
Installmenl Purchase or Term Lease
CusfOmer No
95
-------
,
I s.... ReD ""one E.,
I
I I
I
I
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-
-
1"-
'-
.....
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Customer Information (Complete following section IF New Customer Number Required)
No of Empl at Cust Eslab (Check" I
0101-09 0450-99 071000-1499
02 10 - 19 05 100 - 499 08 1500 - 2499
0320-49 06500-999 0925OO-Uo
Xerox Market Code Descrobe Customer BusIness al thIS Iocat"", or enter 0 & B Standard Industroal
ClasSlffCahon (SIC Code I E nfer Parent ~ny Name ,f Customer IS a OtvlslOn or
Subsedlary of another Company
DATE eUSINE SS OPENED
BAN'" N"'Mf
STREET
Clly /STATE
PHOl\lf
AC<-1 1'4(1 ,A l'I.i.II'T'II'" Otllt""'" Ih.H' air: TOI
STREE T
elT I( J STATE
PHONE
TRADE NAME 2
STREET
CITvl STATE
PHONE
c
-
'.#~~i'
PURCHASE TERMS AND CONDITIONS
'-'"
Issue Date
February '. 1988
The following Terms and Conditions relating to Equipment Purchase 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. 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-
, lions 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
efluipment 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.
i:\
EQUtP",~.
i
· ',' -"'ENAMcE,SEtWtcE&
c
MAINTENANCE SERVICES TERMS AND CONDITIONS
Issue Date
February 1, 1988
fhe followlngTerrns d'ld 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.
[:)ESJ:_RlfIlg_N 9i_ S_E_R\llg~_?1l9vIDED
Xerox wdi ~.H0\ilde Malfltt/lance Services for the Equipment as specified on this
Order Agreement Thp pnce for Maintenance Services IS stated in the applicable
PrIce List(SI ancJ the spe':::ltk prlU:' pian and initIal term are indicated on thIs Order
Agreement Xerox ma\' change terrns and condItions at the end of any term after
givmg the Customer at jea~t thIrty (30) days written notice These changes will be
effel..:tl\/e a! the C(HTlfTlenCt~iTlefl~ Df \ne next renewal term or on the date specified In
p-:{- 'T,ijrlgf' nOlle{;. WI,,__ll{-\'I.'!~ later Xerox may change prices at the end of any
term Of In the 13th and 25m {If appill.able) month of a multiple year agreement after
giVing the C"stomer at least thirty (30) days ".:rotten notice The maximum amount
that pllces can be rrlcreased rr. the 13th or 25th month can be found on the Price
Llst(s) Maintenance Services are only available for EqUipment having a valid Xerox
serial numbel and UL certification
2 DESCRIPTION OF AVAILABL~I\II~INTE~~_II!C_E.~9B.~EMENT~
A FUl.L 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 descnbed more specifically II; Paragraph 5 of the General Terms
and Condrtlons
B. STANDARD MAINTENANCE ("SM"): Except for photoreceptors. SM con-
SiStS of the reparr and/or replacement of parts and subassemblies to keep the
EqUIpment In good workong 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 on the Pllce list(sl. PHOTORECEPTOR
AND CALL CHARGES ARE SUBJECT TO CHANGE WITHOUT
NOTICE.
C SERVICE CENTER MAINTENANCE ("SCM"): If avadable and the Customer
chooses thiS ort'on Maintenance Services, as more fully deSCribed in Para-
graph 5 of thp General Terms and COndItionS. will be performed at a Xerox
Service Center (.Center") Unless the Customer is withon fifteen (15) miles of a
Center. II Will be the Customer's responsibility to bring the Equipment to the
Cellter If With,'! f,f!~en (1 5) miles of the Center. the Customer may elect. at an
adCl!tlonal pnce to '"ve Xerox pick up the EqUipment from, and return it to the
Installed at Addless While the EqUipment IS in Xerox' possession. Xerox shall
have risk of iOSS 0' damage to the Equipment. Xerox does not represent or
~uarantee that the EqUipment will be repaired within eny speCific period of
time
o TIME AND MATERIALS I"T&M"): If the Customer does not elect any of the
Matnlt1FldIH..e SerVlc.e~ options descnbed above. the Customer may choose to
havl' Xf.:'fO) I,U)VI(j(: Mamtenance Services at the Time and Materials rates Irl
f~f1t'Lt in !hl lllTlf~ of the serVice call
3 PERIOD OF ASSURED AVAILABILITY FOR MAINTENANCE SERVICES
Xerox guarantees availability of FSM, SM, and SCM for the Period of Assured
Ava!latJillly Tile Penoo of Assured Availability forthe EqUlpm"ntand when It com-
mences rc, statecl In the Pnce Llstlsl The prOVISion of MaIntenance ServIces after
the Perroe or AssurprJ A vallabillty as available. .s described On the applicable Price
Lst(sl
4 TEI!~.Q.F C()llrrI!ACTlIARL Y_T!,RMINATION
A T hf~ t~rn oj IhlS A~lreernent commences on the Installation Date. For Agree-
nlpnts Sl~pl;:;'! nrj()~ 7('; Tt1f' end of the Equipment warranty period, the InstaHa-
'lor, Da~(' \1\'11' bi"' ~hp day follOWing the eXpiratIon of the warranty period The
inslai!~.: ,J!: :-:~jll. i(l' l.I,~ll~,'rnents SIgned after the expiration of the warranty
Pf-'~!:)O wl:l UP thf.' .'"jJte the Order Agreement is Signed by the Customer
B ii". IPWi c'i Itl' , A"reprnent ,s se! fonh on the Order Agreement Annual and
''<ri,r''" YI.'d" .ul,tractS will expire on the last day of the 12th, 24th or 36th full
cJ,L'~1dd' j:;, dP~<'('dbje Unless permItted below, terminatIon of ar.
Aq'een-~f"" :;', ~h(' .'":'ustonJer prior to the expiration of Its term or the breach of
i:Jr. AgrE';"~'I."" ~],,' ~N' CU5tomf!r Will result in Early Termination Charges being
asses~ed a~ set to~th In the Pnce LIst Su~h Early Termination IS a maTenal
br ~'.j !
C jl (-J;)Plic..Jt}l. t<irl~ -T,.rn,'rl<J'tlor Charges WIll not be assessed If
Tflt: CU':)TorT1Hf t-:IPcts !O trade to other equipment acqUired from Xerox. In
nlf_~ :;.arnt.~ hOdlJ\..\ r drTlll\i. dnd the New E.qUlpment l~ on 8 M,untenance Sar.
If:~n' Lf'(l',!. Of LllUlpfTIent SerVlce~ Agreement ThiS replacement
f"__\~I;r,rTH'r" rn,j<.,1 il' li:lP-rl(jl.rj to perform th~ same functions and be at the
'-:.<!P'!: 1r1~'!QIl~d al AdCHess as the E.qulpment traded In
'T"hl:' ~:.l~1 "W' f-';f'::lS to CO'lverr 10 another pncp plan (EqUIpment SerVices or
V,{;J," ')'1':_ ~_ So" \ ',J-'S' ana The term of the new Agreement IS equal to or
.. d,. 1'-:;3 ~...'T, ;)f thl~ Agret~rne'" a~ the tIme Of c.O'1\1e~Slor.
D At least thirty 1301 days wnuen nOtlcp must be given by the Customer to terml
nate an Agreement, eIther dunng or at the end of term, excep1 for pnce plan
conversions or equipment trades
E. The Customer may terminate an Agreement as It pertarns to accessorres wllh"
out the payment of Early Termrnatlon Charges ThiS terminatiOn IS conllngent
upon the removal of the accessones. and becomes effective On the date
requested by the Customer With at least thirty (3D, days pnor wntten notice
F. Except for Customer's breach. Xerox may ter"n'na18 the Agreement only a1 the
expiration of the Penod of Assured Availability or any annual ex1enSlon of such
Pellod Xerox will give the Customer al leas: thl"ly 1301 days pllor written
notice
5. NEW AGREEMENT ON CUR.B.~t\I!l'Q!ll~I.~!-LED_~Q.\!IPMENT
Unless EqUlpm..nll5 currently br>mq nl.1mtaln('!rl by Xprox nn a Servlce5 AgrOfHTlIni'
or 15 '" the warranty period. XorO}( 31.l..uJ1tan(;~ of it new MalOtonanCtt Sf-HVl( 1".
Agreement shall be condlttoned on tll~ lqulpmollt passll1g Inspectron The cost 01
inspection. as well as any charges necessary to bnng the EqUipment to Xero,
Standards. including parts. will by borne by the Customer The photoreceptor, If
any. must be Inspected 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 wntten not!flcatlon IS
received from the Customer WIth proper notification, the Customer has thp
light to not renew The notice of mtent 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 lenewal notification to the Customer wnlch will Include pnC8
and terms and conditions applicable to the renewal term ThIS notIce Will be
sent to the Customer at least forty 140) days pnor to the exprratlon of the then
current term
B. A renewal term which would exceed the Penod of Assured AvailabIlity wril
expire on the Pellod of Assured Availability expiration date
7. UPGRADES AND DOWNGRADES
EqUipment Upgrade(sl or Downgradels) will be subject to the Agreement at the
FSM/SM/SCM charges, as applicable In effect at the lime the EqUIpment configu-
ration was modIfIed. Neither the term of the Agreement nor the Pellod of Assured
Availability Will be affected by the addition of Upgrade Is) or Downgradels) Attach.
ment or rpmoval of r1ems IdentlfIN1l>..,. Xerox III the PriCe Llst(sl a~ fpatures acre...
sones, or supply Items Will nOI be conSidered an Equ1fm1(-nt Upgrttdf' or
Downgrade
8. ACCESSORIES
Customer-owned Xerox accessolles for which Xerox does not have a FSM:SM
SCM prrce will be subject 10 the Agreement at no additional chargp Customer
owned Xerox accessorres for which FSM/SIIJI/SCM prrcmg 1$ available will be
subject to the Agreement at the pnces specrfled In the Pnce Llstlsl and WIll have a
term Concurrent With the FSM/SM/SCM Agleement penamlng to the EqUipment
to which they are attached
9, REMEDY
The remedies are as descnbed In Paragraph 5C of the General Terms and ennq
tlons. except If the EqUipment IS all Erlgrneenng and Gf'aphtc~ Pr :JdL.' .-' :. 0,;:';, ~ a~('
If Xerox d€t~rrrllnes tha~ a re[Jlaceme-""'~ unn for the sam? orodu::t IS PC !on~_H?r a\id:1
abie, Xerox may discharge lIS obligallo"ts under thIS Paragraph by mdlung paympn\
to the Customer equal to the Trade-Irvaluf' based on the on~Wlo;;'" S7 Prtce or cu~
rent List Pncp of such EqUIpment whichever IS greater
10. TRANSFER OF EQUIP~ENT TITLE
In the event ttle Customer Wishes to transfer fltle to P"H? EqLJIr>rrH!!~; f()r which Mam
tenance Services IS bemg prOVIded. Xerox will offE:' Ma:ntenanu~ ServIces to t~E'
transferee 01 lhp. EQulpmenl, upon the receIpt ofaX~r(Jl( Order Aqreement horn
the transferee subject to the then (;urrent Xero). fHiCt':' lt~rms anci ~ondrt,on:::" arId
pOIIClefl.
, ,. BREACH
If tnr: CustomE-r falls!0 :l~!V Ir, a 111nel')" ''''la'"',npr for H';f:' EqulprT1fml fo' WflH:.f, ~'hi"itf~
nan.::e Sp..-v,cps al ....; ~~rO'_'lde0 Xero.o- ~;ar' WI!l1hold M8lntena'lce Sp" I ,..:
fr(ii--, n"',a~ [-L.~;.~ ;-: ~..I,rV,:; :',b' f S~,~ k.t'::A)'ef''1>Cnl 15 Ii f"t!fl..
1"'"
"-'
--..
:)
Issue Date
February 1, 1 988
INSTAllMENT PURCHASE TERMS AND CONDITIONS
The following Terms and Conditions relating to Installment Purchase are in addition to the General Terms and Conditions contained 011 the
reverse side of the Customer's copy of the Order Agreement. .
1. AGREEMENT
Installment Purchase is a purchel8 of Equipment. Accessories or Upgrades
("Equipment") with the price conall1ing of a caah sele price plua intereat or
finance charges. The principal bllance p1ua app~cable intereat or finance
cherges 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 fonh in this Order Agreement.
2. CUSTOMER REPRESENTATIONS
The Customer represents that tha person signing this Order Agreement on
behalf of the Customer ia a duly authorized representative, Pinner, 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. A8SOLUTE OBLIGATION
The Customer's obligation to pay all sums due is absolute and unconditional
but, upon written request to Xerox, the Customer hes 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 downpayment 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 (11 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"l. 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.
8. The number of monthly payments applicable to the Subsequent Purcheses
shell be the seme 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 agreea to promptly execute
documents that Xerox deems reasonably necessary to protect its security
interest. If the Customer fails tei do so, Xerox shall heve the right to sign such
documents on the Customer's behelf. 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 financial 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 a$ an additional
insured under a standard mongage or security interest clause. At Xerox'
request. the Customer shall provide Xerox with cenificates 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 reesonable 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 assenions of interest .n the Equip-
ment by third panies.
9. ASSIGNMENT
Xerox may assign this Agreement or the Equipment. in whole or in pan. with-
out notice to the Customer, but Xerox shall remain primarily obligated for its
performence under this Agreement. Any claim or defense that the Customer
may haVll will be assened 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
uneamed 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. G~ERNMENTAGENCY FUNDING, INCOME TAX INDEMNITY,
A 'tRA~SFEMllLlTY
A. THI8 PARAGRAPH 11 IN ITS ENTIRETY IS APPLICABLE ONLY TO
CUSTOMERS WHICH ARE A PART OF A STATE GOVERNMENT OR
A POLITICAL SU8DMSION.
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 hes no funds to continue this
Agreement from ather sources. this Agreement may be terminated. To
effect the termination of this Agreement. the Customer shall. thiny 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 reven to Xerox. Thereupon, the Customer will be
released from its obligations to make aM funher installment payments to
Xerox. In addition. the Customer must cenify 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 effon 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) of
the Internal Revenue Code of 1986. Should the United States Government
disallow, e.liminate. reduce, recapture, or disqualify. in whole or in pan, 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-
jact to the appropriation of funds by Customer's legislative body, the Cus-
tomer shall then indemnify Xerox by payment to Xer6x, at Xerox' electIon.
of either (al supplemental monthly payments dunng the remaining penod
of this Agreement or (b) a lump sum payable upon demand by Xerox. Such
supplemental monthly or lump sum payment shall be in an amount ntlces-
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 wiHl 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.
TEa LEASE TERMS AND CONDITIM
,. AGREEMENT
T..... '-- i. . !ell.. of Equipment. Acceeeories 01 U~. ("Equipment"). TIle monthly mini-
mum ~I ia compoMd of chergn for 1he Equipment _. .. more fuIy deecribed in .....
graph IS of the Gener81 T....... ConclI1iaN. cIW'll" for ~ s.nnc.. for 1he EquipmInt
during the I..... of the...... TIle epplicIIllle minimum monthly ..... peymem _1he Ienglh of
lhi. A~ .. I811000h on the !rom of 1he Order Avr-. TIle mein1enIlnce chergn
lincludlftg copy 01 _ chergn. if ~I" delIned in lhe Price U.I(.).. the T..... L-.
M8in1....,. Componem.
2. STATUS'Of EQUIPMENT
A. TIle Equ;pn..IIO be IMMd under thi. A~t will be newty nwlUfectunld. ~_
lured. in-p8ce. or pmrioualy inatalled. .. identified on the Ippliceble Price Ult. The dIIflnI.
tione of the loregolDg 1_ .. ... forth below.
B. Newly M8nuI8ctured Equipment ia newty ..-nbled ~t which may contlIin u.d
cOlllllOO*Ul which hew ~ reproceued to "_I mechine compllence with product per-
formencl end relillbility _ificationa. Addltion8I inlomlllion concerning the newty ..........
f8ctured build .tatue of perticuler ~ i. contM1ed in the llPlllic8ble Price U.tI.
C. Flemenul8clured Equipment il equipment which.... ~ ~tOI ~
.tand8rd 1.1_1hed by X...OX with defectiw ~ being NPIeced by MW. reproc-
I.Md. or u.d COl'l1llO'*'I'. Bel_ being inopected _ tuted to newty IYWIIhctured
"*'** _....... 1he ~ .... be clMned end refiniIhed end .. NlroIlt8
-...cI by X8fOIl I' field rTl8ndatory will be inatalled.
D. I".... Equipment ia ~ inatalled 011 the eu.-'.pqmiMe~ lOa "-
Order A~ for Equipment SeNicn at the ttme ofaxecutlon of thie X"'OIl cirdIr
A~. .
E. "-iou8Iy inlItllled Equipment .. cMfined in 1he ............ PriGe u_.
3. CU8TOMIIt ......NTATlONlI
The ~....-.... 1he pera., IIgnIng tHe Order A~ on ....... f/A'fleeu.
lonw II I duly IUlhorIaed r...-we. PMI*. or praprietor of .. ~ end Me..
IIUthority to _tIlIa Order A~ on 1he c:u.u.m..I........ TIle c-lIIeo.......
_1het the Equipment 18 notbelng IMHd prtmertlly for pet8OII8I. houMhald. or f8mIIt-.
4. AII80LIITl OIUGATION.
The c:u.eom.'. oIIlIptIon to ...., .. _ due .. ........ ..... ..-.......... The QIia.
-- - ----..... ~ beIaN .... ..... of... _ ..... _ .......
b81Dw. , '1
IS. INVOICI... AND I'IlICIINCMAaU
A. DurintJ.. - oftllla ~. the cu._.".. pey.. miIIIIIUn .....1lIIYl'*lW..
number end _m of monthly inltallnwn.1hown on the T..... ~ MCtion of 1he Order
A~. TIle ftrat ~I .... be due 30 dIv' alt. the In8taIMion DMa. SubMquem
P8Yft*lU .... be due on the _ dIv of I8Ch ~ 1lQIth. X_ wiIlaMd to the
Cuatonw monthly P8Y"*" rlll'llindara. but delay or lailurl to aMdlUCh rlIl'llindara .".. not
..c~ late P8Yft*lU. (Tha Cua_ may -181*811 monthly peymem rlIl'llindarafor
I tCII "*" of ~. the ..... of whiIIl will ...... the monthly minimum .... ....",...
. IOWR on the T..... L... UC1ion of the Order A~I.) Cuetonw.... not be reeponei-
t . for peraonM propeny 18xI. on the Equipment.
B. Mil" 01 _ c:hargot. erl pl'OIlIed if the Equipment i. in.taIIed for.... then the lull....
.nee period.
C. X8fOIl may inc:ru.. the M8in1....,. Componem of the minimum monthly ..... ....",...
lincltlding _ 01 8imiIar chargee _lor copy ~ if Mri withaul ....~
ellectiw..... yur alt.. the lnallllation 0811 _ at the _ of...., t-"tt!1lQIth..........
(FOI c-. ........~ pricing. X_ may incrwuthe ,nelitlNo1ll__
-" wilIloul prIor.- upon Ixpiretionof thecurr.wgowmnIllIllllI'liceUatend....
end of ...., t-"tt!1lQIth therult...) ThiI incrwu Ih8II not -=-d _11<11 ..-..
I. TInel8ECURITY INTiIlUT/1Il8K Of LOU
A. The Equipment. 01 any kIIntic8lll8placement. if required. i. _ .".. NmIin the IxcIuIM
propeny of X..ox or X...OX' lUigMe unt" lhe CU8llll1*lxerci_1he option to~.
8. Th. CUllom... granlllo Xerox I purche.. money aecurity int..- in the Equipment _..
edditlOn8 _/01 r~ to the ~ 10--" ~ cbI under tHe All'"-
"""'t. The Cullomit' egr_ 10 promptly IxllCUtl thou document. that X- ~ __
1O'l8bly _ry 10 prOlect it. MCUri1y int....ll. If the Cuatonw tan to do 10. Xerax....
he . the right 10 oign ouch __ on the eu._'a behalf. _. -.11y ""-
.h. M tarminlltl when the Cuatonw IXerciMa the option to~. When IUCh ~
tio i. not ev8Ubll!rom public IIOUI'CM. the Cuetonw ."... upon X-' lIqIlMt. furniIIla
co, V of the Cullonw'. 1It_ 8Udited fIecaI ye.--end ftn8nci8I .-t.
C. X.'ox may CORIl)icuou8Iy mark ECIUiPn*ltto Idemily It. aecurity ""-. _the cu.-
"'eM "*' no conIlicting mark or '*"* the X- mark 10 be NmlMd.
D. From the datl1het1he Equipment ia ......to..1rIMllIIecHt A~. theCua_....
he"" ... the riIk of IoeI or d8mage to lhe Equjpmem 8l'l8ing from the Cuatonw'.fault or from
lheft or dIuppurance of the Equipment. X8fOIl .helI _ ri8lt ofloel or ....... 10 tile
Equipmenlfrom .. _~.
7. COMMENCEMENT/ACCEPTANCE
The I..... of thie Agr_ Ih8II _ on 1he Equipment Inltlllatton 081.. ThiI Agrw.
menl i. binding only alter credit _ov81 hlIe ~ atab/ilhed. DeIiwry of the Equipment dol.
nol conllitutl ecCIp1llnCI. The Cuatonw cannot t_llhi. A~t beforl the end of Ita.
IIrm IXCIP! to I_ci.. the purcheu option. idIntIIIed below.
8. PURCHASE OPTIONS
A. AT EXPIRATION: Provided that the Cuslomer ia not in bruch. the Cullonw may ~
lhe Equipment on expil8lion of lhe Agr.........t II the Purcha.. Option Pric:a I81lorth in the
T arm Lu.. MCtion of lhi. Ord8t' Agr""*". together with any llPlllic8ble taxa. TIle eu..
lonw must gi\II8 X.ox wnnan notica of it. intantion to .x...ei. lhe purchau option at IMet
30 dIvI beftn upimion of the ..... !.-m.
8. PRIOR TO EXPIRATION: During the t..... 01 the Agr.........t. _ provided that the eu..
lorner i. not in brWcIl. the CuI10mIr may. upon 15 cl8ys prtor wnnan notIca 10 X_. lU-
cheu lhe Equipment by peying .. minimum monthly Iuu peymantI due for the remeinder
of tIiia Avr- 1Ia. any ...-...lId charge.. euch .. financI or meintIl..1CI chlIrgaI.
pluathe ~ Option Pric:a. together with any epplicallle taxa. When8UGh__
fully paid. tllia A~ will tenninat. _ titlllo the Equipment .... nnefer to the eu.-
lonw. An -'Y t............... ac:heduIIutting forth the unplIid minimum montNy .....,.,.
_ will be gNwIlO the Cuatonw upon ~. The PurcIwM Clptiaa _ may be
.financed if cuatonw chooeel to financI the ~ equipment with X8fOIl.
- .-
-.
. ..-- . .._~~
.. EXPlRATlONIRENEWAL
A. Upon IlqIiralion of tIlIa~. 01 upon ~ by Xerox pureuanllo Peregreph 14
below. 1he eu.- .".. ........ to X8fOIl .. Equipment and any r.led Soltw.. IicanMd
by X_ in 1he _ CCIftCIItlon .. when deIIwred to the CUllomer Ir.1onIbII _ _
I-1XCIllCedI on ~ IUCh _. pectced for Ihipping. I. Xerox mav opecily.
B. When.. obIIgetionl _ forth in P..-.greph 15 erl _.fied. the CUllomit' may r_ tllia
A~ for..... addI1Ion8I..... pariod of 12 montha II the _ price _ on lhe 1_
- concIIlIanI1hen in 1ffKt. TIle C- muat gi\II8 X...OX wnnan notice of _w8l 11
.... 30'" betln ~ of the term of thi. Agreement.
10. EQUIfIMINT ADOoONt'
A. Br__an~Add-On~.1heCuatonwmayaddtothe....._
~T_ a.- of ~ _ Acceu<<Ia lhlIrulter referred to I' -~
a.-,. AI_ end concIIlIanI of the..... .... eppIy to Sub,-, La... (including
the -.tion of a pun:t.- money MCUri1y int.-Iat In Subiaquenl Lu.. equiI>n*>t.)
Equipment pr~leeMd....... aecurity for ~ LN... untM 81' of lhe CUllom-
er.. obIigeIlone under the pl'ftioue Iuu .... MliafIed.
B. TIle number of ..... peymantI under I SubMquem Luu IheIt be the I8tTMl IS lhe n"-
of ~1hen ..........underthe ......lfthec:u.u.m._ thie Ag_I. IX.'
.....~opdon.OI~tHe~ by~ofthe Equjpmem. the
CuetonW............ .~Iht *"" 8ClIan..to Illy UpgredI or Aceaaory.
WIwt~..4l~A I!.. IIl.JddM.tHe.-.--.......~t
::::u:1=:t~=r=IO~~~
01& 1 ~'sH.:;l'\
n.
_.' " . .. ,'.f..... 7O::'OIIMA,gv'~
~. -. =-~..........
AIIIG....n
X... niIir~""'" ~~"" lJM:ttf....'ilr.,. wtthouI notIcMt 10 the eu..
-._~ .........n' I.II~. _Jllf__........lClundlrtHe~.
='~:t.~_. . . .:".:.:-thelm.eu-mey
~~"!,!:.:,~ ~', ". ~~ ...}\,~,...~'ll~' _". },. -_"7.,-,:~ :t..
!!lI!I!!Ill.. tI IF. ""lj(' "
TIle....... __...... ............lCofthe...... T......end CondItIona. ....... the
,...,.. ..If 1\111 1Ilt.......PltIcIIIMa~. In thi. CIU. II X- dItarrnIMI
1het a rt~"11 "'*-11 Ulitfar ..--JIOdlIat"..IIO"'~, Xerox may dI8ch8rge it. obIl-
~=_. .........Ilf'...... ......10 fie C-- equMto the T........ V8IuI
. .....Uatl'rlceorc.-UIl,...of8UGIIEquipment. whichlIwr i. grut...
~-=~:.w:r'::.~.:::::m~
8bIlt....._ fJI.......--........................... arnoums due
............. the ~ QIIIlan........ _.~ ~ XarOll may aIao
......,.,.,.end ..........1It........1lIfty iiildIr the lJlIIWm Coimwt:i8I Code Cor otIw
1ilnIIr........_ ~...........'....... ....... 8fIY............. uIetIng at
-.---. .
~NCY .......INCOMI.1'AX INDIMNITY. AND
A. ~.NIIMIIIMH 1111. ITa EIIIT1IlIrt .. AI'PIJCMLI ONLY 10 CUSTOMERS
~.AtII fA.fIMT Of fA STATI ~ OIl I'OIJTlCAL 8U8DlVISION.
.. ........". cu.- _ that It... it'll lIilenJ 10 meka . inatallmlnt P8Yft*lU
requiNd to be ..... under tHe ~. Howewr. in the _. through no action initi-
ated by the C-. Ita ""'*""" bacIy doHlIOIlIlIP'OIII'iatIlundI for the continuation of
tIlIa ~for anyflecal yur 8fW1hellratllac8lye.- _it hlIe nolundllO ~ thia
~.........__. thie A~ may betlm'linated. To 8ffect the t.........
tion fJI tHe ~. the Cuetonw ...., thirty dIya prior 10 the beginning of the fiec:al
ye.- for whlcIllIa IaQI8Iatiw bacIy doH not 8PIIf1IIIl'iate lunda. __ Xerox writtan notice
.... -- ........... bacIy - 10 IIlIP'OIII'iatI ftInda. SUch _ Ih8II be -.pe-
nied by.""""" of . _1IIen __ X- under tHe ~_ the C-
.".. _10 X-. II the Cue,-'. 1JlPlIRII. the Equipment in good condition to I loci-
tioft.........,.... TlWec-tw .-to pay for ..copy.... medeonthe equip-
- prW 10---' """-Pon. the C- .. be ........, from Ita ollfIgatIona 10
meka. fIdW.... peymema 10 X_. In 8dcIltion. the ~ must -aty in the,......
..... notIca .. 1he C8IlOIIed Equipment II not being repleced by equiprIWlt parfotming
lunctIone ....... 10 thou parformad by the Equipment during the next anllUing fiec:al ye.-.
PI10r to IIecIinO to ........ the Equipment to X_. the Cuat_ ..... ....... I ruaonabll
effort 10 llnd I viIllla...- within the Cuatomer'. generII organIution 1het can continue
--AllJMNm. - edviu X_ of1he rauItI 10 that X8fOIl may proc... the IlICIIll8ry
~ if1he C- ia IUCCeulul in finding IUCh an .1IignM. In the """" the Cua-
'- - - any Equipment purauant to the t...... of thie peregrepII. X8t'OX w. ratIin
. _ peId under tHe A~ by the Cuat_.
C. INCGMI TAX INDBJNITY: Thie ~ hM ~ ICCIPtId on the bui. thel X8fOIl or
8fIY ........ of X- .... *1m 1het ...... peId herIundIt iI IXempt from led.-8I
incomI ta under SecIIon 103C1H1J of the 1m..... Aewnue Code of 1981. Should the United
SIIIea GcMrnnwtt dII8Iow. ......... reduce. ~. or diIqu8lily. in whole or in pen.
III\' ..............-.aon _ I NIUIt of any _ orOlllluioN by the C_ or.. a
NIUIt of the illllllllcabllt~ oflUCll 8ICtion at the dmlthia AgrMmIllt i. 8CCepted beca...
of the __ of fie C-. then IUbject to the _opoiation oflundl by Cultonw"1Ig-
i8laM Ilody, eu.-lh8IIthenindlmnify X_ bypeyrnant 10 X8fOIl. II Xerox' 8Iection.
of 8IlIIIt laI" n'l oentaIlI'lOftthly ~durinO the l8ftlIininG petiod of thi. AlJl'MmIRt
or tblalump un pay8bIe upon dImencI by X_. SUch ~ monthly or lump 8UlYl
peymant .... be In an amount -V to permit X8fOIlIO .-. (on an alter tax bI8ia
_the lull term oftllla ~ the _ _of ratum that Xerox would _ rulIzed
heel 1herI not ~ a Iou or dI88IowanclI oflUCll banIlIta. together with the amount of any
""- 01 panaIJy which may be I8U8Ud by the ~ authority with lIopect to
IUCh Iou 01~.
D. TIIAN8AIIAMITY: NolwilMW.dlllg any ___ provi8ion in the llPlllic8ble tarm. _
concIIlIanI, X_ Cor1Icntion may not .... lII8ign. or odwwiu t"""" thie A~
_ any atMmpted ..... 8I8ignmenl. or __ .".. be void _ without eHect.
12.
11.
14.
11.
,,-
~..~ ....u """".f!
~A":';~* .~~.~'~. .....".,~~~~"-~..,(r.'~~~'''\'.".~-..:....'_,.'"'~,:~
"- ~,"/III!!.I!l\~1:~6,M'I!'I' ""''''I'... illi("1l;\~lI'~:,""^C'''' ...".......,.." ,
Issue Date
February 1. 1988
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
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 iri the
applicable Price List(s). The specific price plan and Initial Term are
indicated on this Order Agreement. Xerox mey change terms and
conditions at the end of any term aher giving the Customer at least
thiny (30) days wrinen 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 IlIter. Xerox may change
prices at the end of any term or in the 13th and 25th (if applicable)
month of a mul&ipIe year agreement aher giving the Customer at
least thiny (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 ramain. the exclusive propeny of
Xerox or the Xerox assignee.
8,. From the date that the Equipment is delivered to the Installed-at
Address, the ClAStomer shall have all risk of loss or damage to
the Equipment arising from the Customer's fault or from the
theh or disappearance of the Equipment. Xerox shall have risk
of loss or damege to the Equipment from all other causes.
3. TERM OF CONTRACT/EARLY TERMINATION
A. The term of.. this Agreement commences on the Installation
Date.
8. The term ot this AgreemeAt is set fonh on the Order Agree-
ment. An-annual or.muttiPle-yaar Agreement will expire on-the
last day ot the 12th. 24th, or 36th full calendar month. as appli-
cable. Unless permined 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 &ssessed as set tonh in the Price
Lists. Such Early Termination is a material breach.
If the. Customer has changed price plans within six months of
early 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-place 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 InltaHed-at
Address as the Equipment traded-in.
3. The Customer elects to conven 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 thiny (30) days wrinen notice mUst be given by either
, partYto terminate this Agreement, either during or at the end of
a term. except for price plan conversionS, equipment trades.
purdIaae';or Term Laue of this In-Place Equipment.
E. The Cttatomer may terminate this Agreement as it pertains to
Accessories without the payment of Early Terminlltion
Charges. ThiS '. terminatiOn becomes effective on. the date
requestetl by the Customer with at least thiny (~ prior
written notice.
4. RENEWAL
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. wtth proper
notification, the Customer has the right to not renew. Thenotice of
intent to cancel must be received for the Customer at least thiny
(30) d8ys prior to expiration of the then current terM. Xerox will
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 fony (40) days
prior to the expiration of the then current term.
5. ASSIGNMENT
Xerox rrwr assign this Agreement or the Equipment, irr whole or
pan. without notice to the Customer, but Xerox shall remain PI;'
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.
e. 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 funher obligation on
the Customer's pan, except to pay for charges which accrued
while the Equipment was available for use by the Customer.