Resolution 796-1989
,
Planning Department
RESOLUTION NO. 796-1989
A RESOLUTION OF THE BOARD OF COUNTY COMMIS-
SIONERS OF MONROE COUNTY, FLORIDA, AUTHORIZ-
ING THE MAYOR/CHAIRMAN OF THE BOARD TO
EXECUTE AN AGREEMENT BETWEEN MONROE COUNTY
AND XEROX CORPORATION CONCERNING A 48-MONTH
LEASE WITH OPTION TO PURCHASE A XEROX COPIER
(MODEL NO. 1065) FOR THE GROWTH MANAGEMENT
DIVISION.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA, that the Mayor/Chairman of the Board is
hereby authorized to execute an Agreement between Monroe County
and Xerox Corporation, a copy of same being attached hereto,
concerning a 48-month lease with option to purchase a Xerox
copier (Model No. 1065) for the Growth Management Division.
PASSED AND ADOPTED by the Board of County Commissioners of
Monroe County, Florida, at a regular meeting of said Board held
on the 13th day of December, A.D. 1989.
BOARD OF COUNTY COMMISSIONERS
:: M;;Jl~
Mayor/Chairman
(Seal)
Attest:DANNY L. KOLHAGE, Clerk
AJlMOVED AS TO POIfM
AND LEGAL SUFFICIENCY.
BY ~'O.~ ctQ~/V)
Attorn~y.s Offke
iUHNOW
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~IS erox Order Agreem( 's transaction(s) checked below and incorporates the General Ten
o Terms and ConditiOI nced below.
DE ulpment F'\Irchase D Installment Purchase D Equipment Services
DYes Maintenance No D DYes Maintenance No 0 o Maintenance On
BlLL TO STOMER NAME P f\.
m04./ ROC COVAJi'l' \)\.Jl/IJ,AI U~,...
:onditions attached hereto and
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o Software License
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PARENT COMPANY (IF DIFFERENT)
NAME OVERFLOIN
STREET ADDRESS L
sg c;l.5" W e.s.r ""3"~. ~ \ \ IS e:,.(S RoA t:)
FLOOR, ROOM ROUTING
STREET ADDRESS
lObS'
((Drr
:j Xerox
:1. Xerox
1
,~ Xerox
Xerox
Xerox
Xerox
Xerox
Meters . rom
Order Agreement
1 2 AddenCum s
3 4 B. Totals
Total Us! $
L ss tions
Opt. To Purch. Trade -In
Net Price
,-'~;';~1J,~'lJ
B. Total Net
Price
C. Cash Oo\.vn
Payment
CITY
Other
D, Cash Price
~~
[8 - Cll
E. Finance
Charge 0<
Interest
at %
F TIme Balance
(D+E)
G. Time Sale
Price (C + F)
_ Monthly Installments
of $
" .
, Complete This Section For Term Lease:
Total Net Price (ExclusNe of
.. Sales/Use Tax, PIacamenI,
Maintenance and Supp/y Charges)
Term of Agreement (Check One Plan) 0 24 Month 0 36 Month 48 Month 0 60 Month 0 Othar
Allowance f'efiod Allowance Total Monthly Minimum Lease Payment J./ ~3
o Monthly g:~~'f of Sales / Use Tax and Placement $ b ~ C::> . -
o Semi-Annual 0 _ Copy Charges will be billed saparately in accordance with the
o Annual - Maintenance Price Us! indicated below.
The interest payable for State/Local Government Installment Purchase or Term Lease subject .to this order is $lISb l'
Lease this assumes the option to purchase is exercised at end of lease period) at a rate of 'D- <;: %
OrIginal Customer / Contract #95:
Purchase Option Amount:
$ .2.\qt.t~
.' ~' - ..~,. '~irQ6Wp!~~s~s'tb'fjmi~lt9~qJiPinerirrSJ!;~1l;1'S~9J~:(rfte~iMice:dr~Sofi)Nare License: . '\". "1 .;
Price Plan Description:
Gov't Firm Contract Option 0
Initial Term:
Gov't. Fiscal Year Option 0
QTY, REORDER #
Billing Cycle: Contract Number:
Gov't. FISCal Year Begins: / / K - 12 Summer Option
SUPPLY ITEM UNIT PRICE PURCHASE ORDER / CONTRACT INF RMATJ
,iI?.. '.,,,.
. .,/j,;";,,,>~:t2;
Existing Equipment (List Serial Numbers)
"
(Purchasa Order References ere lor Bllllng Purpo_ Only)
Customer Requires Purchase Ordet Number; 0 No ,1( Yes
Customer Purchase Order Numbers:
Tax E"""",, 0 No ftiPves (Attach Exemption Certificate)
Placarnent Charge Applicable 0 Vas ._No
:~"'RIbd Warranty MoatlIa (For p~ Only)
earliest Customsr Acceptence Oa"': / /
CUSTOMER MUST INITIAL TO ACKNOWLEDGE RECEIPT OF
Dated Initials
Xerox PrIce list "
~ 1Wma andCondlllone
er.m~ Ten. and CondItIona
~'.Eq.~~'~'Md"~.."
I.lalnlenance PrIce LIst "
Gov'l Contract/PrIce Ust " X tv( hI., 0
Xerox Order Agreement Addendum(s)
:'~~~T.m.s anci'CoiKiItton8 " ~
Installment Purchase Terms and Conditions 4. 1 - 89
Trade-In Agreement "
Exlancled ServIce (Warranty) Amendmant
Negotiated Contract "
Installment Purchase 0< Term Lease
Customer No:
~Print) Monroe Comty
Signature
Title Mayor /Chainnan
Delivery Contact M0 N \ Q \..\6
\
Form 50185 (4-1-89) XEROX
Attest:
Xerox Corporation
'~:OW~ &~\ ~. 6\Aoo&'
I'Date
PA'Z.c
tz.-f~~~
Signature
Accepted FOf Xem><
Trtle
p~one(3oS) ;lqy -46Lf J
"-
(SEE REVERSE SIDE FOR GENERAL n=RM~ ANn r.ONnITIOl\!~\
Ext.
]bl
Date
Site Clearc-d Y
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UCI",ClikL i i....illviS AhH) ";ONDiTIOi~S
April 1, 1989
1, CUSTOMER ACCOUNT ESTABLISH"
A, When a Customer first orders equip.".. .. ..rvices from Xerox. Xerox will establish
an account, as identified by a Xerox Customer Number. for the specific custo'
mer /lnstallarion location set forth on this Xerox Order Agreement ("Order Agreement").
S. 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 greement
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 Customer 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.
0, Unless credit worthiness for this Customer Number has been previously established
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 price(s), exclusive of applicable
tax and transportation charges. are as set forth on this Order Agreement and/or the
applicable Price listls). If the Order Agreement and any documents incorporated by
reference are inconsistent the applicable Pnce 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 Customer
must accept delivery of the Equipment. Upgrades, and Accessories ("Equipment") 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 con-
ditions will remain unchanged until the Equipment or Software is available for
delivery. The Customer will be responsible for any extra charges (ngging) 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 requirements and
the Customer agrees to provide, at no charge, access to the Equipment, a telephone,
and adequate storage space for a reasonable quantity of replacement parts.
C, INSTALLAflON DATE: The 'Installation Date" governs when Agreements become
effective, such as commencement of warranty, commencement of maintenance or
equipment serVices, change of price plan, etc.
For Equipment installed by Xerox, the Installation Date IS the date Xerox determines
the Equipment to be operating satisfactorily as demonstra:ed by successful completion
of diagnostic routines. For Equipment designated as "Direct Shipped" on the Pnce
Listls), the Installation Date will be the Equipment shipment date, except if otherwise
specified on the Price list(s). For changes to price plans or purchase 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 necessary to effect proper
billing for the price plan selected, the Installation Date will be the date that that
change is complete.
0, 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 as to machine location. If equipment relocation is incident
to a transfer of title to, or change in end-user of, the Equipment being relocated,
Xerox Will not assume responsibility for relocation, and the existing agreement with
Xerox pertaining to Maintenance Services for the relocated equipment must be can-
celled and a new agreement must be signed, subject to then current Xerox prices
and policies. If Xerox is not responsible for Relocation. Xerox' obligation to provide
Maintenance Services under an Equipment Services, Lease, or Maintenance Services
Agreement upon Equipment re-installation will be contingent upon Customer paying
for an Equipment Inspection and, if necessary, repair of any damage to Equipment
caused during the relocation. Customer's obligation to pay during the time Equipment
is being relocated is not affected by the relocation of Equipment Any costs associated
with this relocation will be the responsibility of the Customer.
4, BILLING AND INVOICING
A. BILLlNG: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 billmg periOd on the forms or other alternative means specified by Xerox,
Xerox shall have access to the EqUipment to monitor 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 ansing from the Agreement (even if they are
designated in certain states as excise, gross receipts. occupational, or privilege taxes),
unless the Customer provides Xerox with proof of exemption, Xerox reserves the right
to invoice for partial shipment of multiple unit orders.
C, COpy CREDITS: The Customer will receive one copy credit for each copy presented
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 reduc-
tion 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 Price List. Copy credits shall
not reduce the Monthly Minimum Charge or the Monthly Duplicating Charge in any
given month.
S, SERVICES PROVIDED/EXCLUSIONS/REMEDY
A. SERVICES: If Xerox is responSible for providing Equipment Services, Maintenance
Services (except for Time and Matenals), or Warranty Services ('Services"): 1). Xerox
will make all necessary adjustments and repairs to keep Equipment in good working
order. 2). Parts required for repair lTlay be used or reprocessed in with Xerox' specifi-
cations and replaced parts are the property of Xerox, unless otherwise speCifically
provided on the Price Lists. 3). Services will be provided during Xerox' established
Service Availability hours and only Within areas opened for repair service within the
United States and its possessions 4). n,e Customer shall pennlt Xerox to install. at
i no cost to the Customer, all retrof.ts designated by XeroX: as mandatory or which
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are designed to insure accUI ers. 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 ,nstalled and re-
moved only by Xerox (in accordance with Xerox' service policy). Removed developer
will be disposed of by Xerox unless Customer requests otherwise.
B, EXCLUSIONS: The following are not within the scope of Services: 1). Provision and
Installation of optional retrofits. 2). Services connected With eqUIpment relocation. 3).
Installation/removal of accessories, attachments, or other deVices. 4). Exterior paint-
Ing or refinishing of equipment 5). Maintenance, Installation, or removal of equipment
or devices not provided by Xerox. 6). Performance of normal operator functions as
described In applicable Xerox operator manual(s). 7) Performance of Services neces,
sltated by aCCident, power failure, unauthorized alteration of Equipment or Software,
tampering, service by other than Xerox. causes other than ordinary use. intercon-
nectlonofE qu ipment by electrica I, orelectronic, ormech a n ica Imea ns wit hnon ,compatible
equipment or failure to use Xerox Operating System Software. If Xerox provides, at
the request of the Customer, any of the serVices noted above, the Customer shall be
billed by Xerox at the then current Time and Materials 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 if' this Order Agreement are exclusive.
6, DISCLAIMER OF IMPLIED WARRANTIES AND LIMITATION OF LIABILITY
XEROX DISCLAIMS THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE. FOLLOWING THE EXPIRATION OF ANY EXPRESS WARRANTY PER-
TAINING TO EQUIPMENT, XEROX DISCLAIMS THE IMPLIED WARRANTY OF
MERCHANTABILITY.
7, LIMITATION IDISCt AlMER OF lIABilITY
THE PARTIES AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
XEROX LIMITS OR DISCLAIMS LIABILITY RELATED TO THE MANUFACTURE, DE-
LIVERY, OR USE OF THE EQUIPMENT, THE SOFTWARE AND/OR SUPPLIES USED
IN CONNECTION WITH THE EQUIPMENT, OR THE PROVISION OF SERVICES FOR
THE EQUIPMENT, AS FOLLOWS:
A, FOR DIRECT DAMAGES, ;~ROX' LIABILITY IS LIMITED TO THE GREATER OF
THE AMOUNTS PAID Bf THE CUSTOMER OR 10% OF THE AMOUNT
REQUIRED TO BE PAID BY CUSTOMER FOR THE EQUIPMENT, SOFTWARE,
SUPPLIES OR SERVICES GIVING RISE TO, OR WHICH ARE THE SUBJECT OF,
THE CLAIM WHETHER SUCH CLAIM ALLEGES BREACH OF CONTRACT,
TORTIOUS CONDUCT INCLUDING BUT NOT LIMITED TO NEGLIGENCE. OR ANY
OTHER THEORY;
B, XEROX DISCLAIMS LIABILITY FOR INDIRECT. INCIDENTAL, SPECIAL, OR CON-
SEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF USE,
REVENUE, OR PROFIT) WHETHER SUCH CLAIM ALLEGES BREACH OF CON-
TRACT, TORTIOUS CONDUCT INCLUDING BUT NOT LIMITED TO NEGLIGENCE,
OR ANY OTHER THEORY,
8. ALTERATIONS ATTACHMENTS AND SUPPLIES
A, If Customer makes an alteration, attaches a deVice. or utilizes a supply item that, in
Xerox' judgement. increases the cost of Services, Xerox Will either propose an addi-
tional Services charge or request that Equipment be returned to its standard config'
uration or that use of the supply item be discontinued. If, within 5 days of such pro-
posal or request, Customer does not remedy the problem or agree in writing 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 at-
tachment of Xerox Efectronlc Printing 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 identification tags on
the Equipment or allow the Equipment to become fixtures to real property.
9, ASSIGNMENT
Without the prior consent of Xerox 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 authorized users unless the Customer has obtained title to the Equip-
ment, 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, EqlJJpment or software
in violation of thiS paragraph. and without Xerox' prior written consent, is void.
10,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 he effective on the date of postmark.
C, ATTORNEYS' FEES/COSTS: In any action by a party to enforce its rights hereunder,
the nonprevailing party shall pay the prevailing party's costs and expenses (including
reasonable attorneys' fees).
D. EXTRAORDINARY CIRCUMSTANCES: Except for obligations of payment, neither
Xerox nor the Customer shall be liable for nonperformance caused by circumstances
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 (10) 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: If this is a multiple unit order and/or Includes promotional
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 retrieve
the promotional items, unless the Customer reconciles by acquiring another Xerox
product eligible for such promotional Items/discounts,
G. PATENT INDEMNITY: Xerox will defend the Customer from, and pay any ultimate
judgment for. direct infringement in the United States by Equipment or Xerox Oper-
ating System Software ("Software") of any patent, trademark, trade secret, protected
semiconductor chip mask work, or copyright if Customer promptly notifies Xerox In
writing of any alleged infringement 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 infrir:gement due
to Equipment or Software being made or modified by the Customer or Customer re-
quested specifications or designs. or being used or sold in combination with equip-
ment, software, or supplies not provided by Xerox. IMPORTANT: Xerox makes no
other express or Implied warranty 01 noninfrmgement and has no other liability
for infringement Or any damages therefrom
To avoid an Infnngement (even If not alleged) Xerox may. at its option, at no charge
to Customer. obtain a license to use, modify. or subslltute an eqUIvalent item for the
infnnging eqUipment or software.
H. PURCHASE ORDERS: NotWithstanding terms and condItions contained in the
Cus!omer's Purchase Orders, the terms and conditions of thiS Xerox Order Agreement
shall prevail
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TERM LEASE TERMS AND CONDITIONS
Issue Date
April 1. 1989
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 Customer's
coPY of the Order Agreement.
1, AGREEMENT
Term lease IS a lease of EQU4)ment. Accessones or Upgrades (-EQulpmenr-). The monthly mlnlOl\lm
payment IS ~ of charges for tho EQuIpment and. as more fully deSCribed In Paragrnph
5 of the General Terms & ConditIOnS. charges for Maintenance ServICes for the EQuipment dUring
the term of the tease. The apphcab6e minimum monthty ~ase payment and the iength of thiS
Agreement are set forth on the front of the Order Agreement The maintenance charges (IncludIng
copy or Similar charges. 11 8pphcable) are defined In the Pnce Ust(s) as the Term lease
Maontenance Corrc>onenL
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2. STATUS OF EQUIPMENT
A. The EQUIPf'IWl1 to be 'eased under this Agreement will be newly manu1actured remanu-
factured. in-pAace. ()( prevK)Usty Instalted. as IdentifJed on the applICable Pnce list. The C'leflnrt'on~
of the foregomg terms are se1 forth below.
a Newty Manufactured Equlpll'lent IS newty assembk!d equipment whICh may contaIn used
components whICh have been reprocessed to assure machine compliance with product
performance and rehabllrty specifications. AdchtlOnallnformatJOn concerning the neYtty manu.
factured budd status of partICUlar equipment IS contained In the apphcable Pnce LISts
C. Remanufactured EQUlpfTlef1t IS eqUipment which has been dISassembled 10 a predeterm,ned
standard estabhshed by Xerox WIth defectIVe components betng replaced by new. reprocessed
or used components Before betng Inspected and tested to newly manufactured mach,ne test
standards, the E~nt WIll be cleaned and refln'shed and all retrofItS deemed by Xero,
as f1ek:l mandalOfy WIll be Installed
D. tn-p&ace EQl,RprTlent IS equipment Installed on the Customer' 5 premISes pursuant to a Xemx
Order Agreement for Equtpment ServICes at the trme of executIOn of thIS Xero, Order
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E. Previously Installed EQUIIlfTlflnt IS defined In the apphcable Pnce usts.
3. CUSTOMER REPRESENTATIONS
The Customer represents that the person SIgning thiS Order Agreement on behalf of the Customer
IS a duty authonzod represcntatMt. partner. or proprietor of the Customer and has lhe authOrity
to execute this Order Agreement on the Customers behalf. The Customer also represents that
the E~t tS not being leased pnmarlly for personal, household. or famlty use
4. ABSOLUTE OBUGATION
The eu-'s obligation to pay all sums dua is absoluta and unconditional. The Customer
cannot tennina1e this Agreement before the end of its term except as provided below.
5, INVOICING AND PRICE INCREASES
A. Dunng the term of this Agreement. the Customer shall pay as mtn'mum lease payments the
number and amount of monthly Installments sho....m on the Term Lease section of the Order
Ag'-"""t The torst payment shall be due 30 days aft", the Installation Date. Subsequent
payments shall be due on the same day of each subsequent month. Xerox WIll send to the
eu.1Omer monthly payment remind...... but delay or failure to send such reminders shall not
excuse late payments. (The Customer may receove separate monthly payment ram.nders for
each ~am 01 EQUIptT18nt. tha sum of whICh WIll equal the monthly m'nlmum Iaase payment
shown on the Term Lease section of the Order Agreement l Customer shall not be re~~lhl~
for peBOIl8l property taxas on the EqulpfTlent
B. Metet' or sunriar charges BrB proratod If the Equipment IS IOstaUed for less than 'he full allovv.
ance penod.
C. Xerox may increase the Maintenance Component of the minimum monthly lease payment
(oncUling meter or SImilar charges and/or copy allov;ance. if any) w~hout pnor not,ce.
effectM! one year after the Installation Data and at the end of every twelfth month thereafter
(For Customers receIVing governmental pricing. Xerox may Increase the maintenance com.
ponent wrthout poor naoco upon exp.ratlOn af the current governmental Price ust and at the
end of every twelfth month thereafter.) ThIS IIlCreasc shall not exceed len (10) percent
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l1lLE /SECURITY INTEREST/RISK OF LOSS
A. The EQUIPf1ler1l or any identICal Replacement. d reqUired. 's and shall remaon the e'CkJSNe
property of Xerox or Xerax' 81S1gnee until the Customer exefClS8S the OPtIOn to purchase
Customer grants to Xerox a purchase money secunty Interest in the Equ~nt
ents to' the EQUtpment to' secure payments IS Agree.
ment. 'Ole Customei omptly e:cecute those at Xerox deems rea.
sonably necessary to prOlact 'IS ustomer fa,ls to do 10. Xerox shall
have the right to lIlll" such docu e f Xerox' secur~y ,nt",ast shall
1enl\fna1e when !he exerQses the optton to purchase attOrl IS not
""""" IC sources. the Custom", shall. upon Xero,' request furn.sh a
'slalBSt audited toseal year-end f.nallCllll stat"""'SW,., Ell~"i p
c. X8rmc may c:onspaJOUSIy marl< EQUIpment to ldentdy 1tS_ iiiliiresl. and the Custome,
shall pIaca no conflICting marl< or permit the Xerox marl< 10 be removed.
D, From the date thaI the EQUipment IS delivered to the Installed. at Address. the Custom", shall
have all the _ of loss or damage to the EqUipment anSlng from the Cuslom",'S fauh or from
theft or <Iosappearance of the Equipment. Xerox shall hava _ of loss or damage to the
Equopmem from el other C8US8S.
COMMENCEMENT/ACCEPTANCE
The term of this ~t shall commence on the EqUipment InstallatlOl\ Date. Thos Agreement
. blndtng onty after credn approval has bean astabllShed. Oe~very of the Equopment does not
constJMe acoaptance. The Customer cannol tarmlnate thIS Agreemenl before tha and of Its term
e>rcept to e-=e the purchase optoons ldent,hed below
a
PUftCHASE 0PT10NS
A. AT EXPIRATION: PrOVIded that the Custome, 's not ,n breach. the Customer may purchase
the EQL.I1)men1 on expcratK>n of the Agreement or at any time dunng the renewal thertmf ill
the Purchase ()p\lon Pnce ...t forth In the Term LaaS8 sectlOl\ of thIS Order Agreement togethe'
wrth any apphcable taxes. The Customer must gIV8 Xerox wntten notICe of JtS IntentIOn to
.....,.... the purchase opt1On at least 30 days before axporatlOn of the lease term.
El PRIOR TO EXPIRATION: Duong the term of the Agreement. and provxled that the Custome,
IS not It"I breach. the Customer may. upon 15 days poor wntten nonce to Xerox. purchase the
EQUtPmOnt by paywng all minimum monthly 'ease payments due fOf the remalflder of thIS
Agreement (toss any unearned charges, such as finance or mamtenance charges). ptus thp.
Purchase ()p\lon Pnce. together WIth any apphcable taxes. When such amounts ara fully p;url
this ~t w1Il tarmtnale and mle to the EQUlpfTlef1t WIll transt", to the CU51omf'f An
eerty ten'nlnatJon scheC1.de 58"109 forth the unpatd mlntmum monthly k!ase paymP.nts WtU hf'
gveo to the Customer ~ request. The Purchase OptIon amount may be fl(\anced II
c:ustomar chooses to fInance the replacement equlptT18nt WIth Xerox.
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TERM LEASE
9.
EXPIRATION/RENEWAL
A. Upon expIration of thIS Agreement or upon demand by Xerox pursuanl to Paragraph 141:w~~ow
the Customer shall return to Xerox all EQUipment and any related Software licenser! by Xl'rox
In the same condItion as when delivered to lhl"! Customer (reasonahle wear anrllp.iH ~J(cl!pl('d)
on board such Cc.'1rner. packed for shlppmg. as Xerox may speCIfy
B. When all obltgatlons set forth In Paragraph 5 are satIsfied. the Customer may renew !l1I~
Agreement for one additIOnal lease period of 12 manths at the same pnce and on the terms
and conditions then in effect. The Customer must gIve Xerox written notice of renewal at least
30 days before explfatK)O of the term of thiS Agreement
10. EQUIPMENT AOD-ONS
A. By executIng an EqUipment Add.On Amendment the Customer may add to the lease subse.
Quent Term Leases of Upgrades and Accessories (hereaf ter referred to as 'Subsequent Leases..)
All terms and conditions of the lease shall apply 10 Subsequent Leases (lncludmg the
reservation of a purChase mortay secuflty Interest In SubSeQuent Lease eqUipment) EQUlpmenf
prevIously leased shall be seC\Jrrty for Subsequent Leases until all of the Cusromer's oblIgatIons
under the prevIOUs lease are satisfied
B. The number of lease payments under a Subsequent Lease shall be the same as the number
of payments then remaining under the Sease. U the Customer renews thiS Agreement. exercises
Its purchase optIOn. or terminates thIS Agreement by purChase of the EqUipment. the Customer
shall be deemed to have taken the same action as to any Upgrade or Accessory When
equipment Upgrades or Accessoncs are added to thIS Agreement. each subsequent payment
shall be aUocated so that an amount eQUal to the onglOal payment IS applied 10 the (}(lgln~1
EqUipment and an amount equal to the ,"crease IS appled to the additIOnal Upgrades or
Accessonos.
11. DISCLAIMER OF WARRANTY ON PURCHASE
XERo.X MAKES NO WARRANTY EITHER EXPRESS OR IMPLIED. AS TO ANY MATTER WHATSU
EVER. INCLUD.ING . WITHOUT LlMTATION CON[)ITION OF EOUIPMENT OR ITS "'1fROIAN7
ABILITY OR FITNESS FOR A PARTICUlAR PURPOSE EOUIPMENT PURCHASED BY CUSTO,v1FR
PURSUANT TO. PARAGRAPH 8 ABCNE IS SOlD 'AS IS' AND 'WHERE IS'
12, ASSIGNMENT
Xerox may assign thIS Agreement or the EQUipment. 10 whole 01' part. WIthout notice to Ih~ CU~.
tomer. but Xerox shall remain pnmanly obligated fOf Its performance under thiS Agrep.mnnl
Including lhe prOVIsIon of MalOtenance ServICes Any clarm or defense that the Customer m.1y
have Will be asserted agaInst Xerox. and not againST any asstgnee
13, REMEDY
~dies are as deSCribed 10 Paragraph 5C of the General Terms and CondItIons. unless the
EqUipment IS an Englneenng and GraphIc Products Mainframe In thiS case. If XerO)l determInes
that a replacement unit for the same product rs no longer available. Xerox may dIscharge Its obll'
gatlons under thiS Paragraph by making payment to the Customer equal to the Trade'ln vr1lue
based on Ihe onglOalllst Price or Current List PrICe of such EqUIpment whichever IS greater
14 DEFAULT
If the ClJ5tomer does not make tImely payment of amounts due under thiS Agreement or brt~aChe~
any term or condition of thiS Agreement. Xerox may declare Immediately due and payable The
entIre amount of unpaid minImum monthly lease payments, plus all other amounts dutl hereunder
(InCluding the Purchase ()Ptlan Price),less any unearned charges. Xerox may elso exercise all nyhts
and remedies ~8 J!l . -.& lr under the UOIform Cammerclal Code (or other s.mdar law) 01
the state wher~qUlpment lS located. and pursue any ather remed.es eXisting at law or In eqUIty
AV^'I..A61E
15 GOVERNMENT AGENCY FUNDING. INCOME TAX INOEMNITY. ANO
TRANSFERABILITY
A, THIS PARAGRAPH 15tN ITS ENTIRETY IS APPLICABLE ONLY TO CUSTOMERS WHICH
ARE A PART OF A STATE GOVERNMENT OR POLITICAL SUBDIVISION.
B, FUNDING: The Customer states that It IS Its Intent fa make all Installment payments reqlJlrcd
to be made under thiS Agreement However. In the event. through no actIOn Initiated by the
Cwiitomer. Its ~glstAtlve body doe~ not appropriate funds for the continuation of 'hl~.
Agreement for any fiscal year after rhe first h....r;al yf'mr and ,t has no funds fo contlrllW Itu'-
Agreement from other sources. thIS Agreement may be terminated To effect the lermrnalIC}f\
01 thiS Agreement. the Customer shall. thIrty ck"lYS pnor to the begmnlng of the flSCill YP.iJl
for whICh Its teglslatlVe body does nof appt'opnale funds, send Xerox wntten nOhcn sti:1tlnu
that Its Iegrslatrve body failed to appropnate fund5 Such noltee shall be accompanied hy the
payment of all sums then owed Xerox under thiS Agreement and tho Customer ;:;hall return
to Xerox. at the Customer's expense. the EQUJPmenlln good condrtlOf1 to a locatIOn des.gn'lted
hy Xerox The Customer agrees to pay tOt all copy usage made on the equlpmenl prIOr to
Its removal Thereupon. the Customer WIll be released from Its obhgahons to make all further
~ase payments 10 Xerox. In adchtlon. the Customer muSl certify In the foregotng notlC:f) th,at
Ihp canceled EQtJlpment r.=; not being replaced by eqUIpment performing functions Similar fo
those performed by the EQUipment dunng the next ensuing fiscal year Pnor to electing to
return the EQUipment to Xerox, the Customer shall make 8 reasonab6e efton to find a Viable
asstgnee Within the Customer's general orgamzatlon that can continue this Agreement. and
adYlSe Xerox 01 the results so that Xerox may process the necessary documents If the
Customer 1$ successful in finding such 8n aSSIgnee. tn the event the Customer must return
any EqUipment pursuant to the tarms of thIS paragraph. Xerox shall rata In alllUms paid under
thiS Agreemant by tha Customer.
C. tNCOME TAX INOEMNITY: This Agreement has been accepted on the baSIS that Xemx DO
any AsSIgnee of Xerox shall cl~hm that Interest paid hereunder IS exempt from federal Income
tax under SectIOn 103(a)(l) of the Internal Revenue Code of 1986. Should the UMecf Slmcs
Governmen1 dlSallovY. eliminate. reduce. recapture. or diSQualify. In whole or In parr. any
benefits of such exemptlan 85 8 result of arr; acts or omiSSIOns by the Customer or as a re~l.Ilt
of the Inapphcablhty of such sectl()n at the time thIS Agreement IS accepted becau5e of the
status af the Customer. than sub,ect to the approprlatlon of funds by Customer's legislatIve
body. Customer shall then IndemnIfy XerOx by payment to Xerox. at Xerax' electIon. of either
(a) supplemental monthly payments dunng the remaIning perlad of ttllS Agreement or (b) a
lump sum payabH! upon demand by Xerox Such supplemental monthly ar lump sum paymenl
shall be In an amount necessary to permrt Xerox to receive (on an after tax baSIS over the
full term of thIS Agreement) the same rate 0' return that Xerox would have realized had ther/':
not been a loss or dISallowance 01 such benefits. together wllh the amount 01 any Intcre~t
or penalty whtCh may be assessed by the governmenlal authonty With respect to SllCh los~
or dlsa/lovvance
D. TRANSFERABILITY: NotwlthstanOlng any dlfferenl prOVISion In the applIcable lern15 ,tf1(j
condItions. Xerol' Corporahon may nOI ~elt as:&>lgn or otherWISe transfer thIS AgreemenT and
any attempted sale, assignmenl. or transfer shalt be vol(1 and without effect
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PURCHASE TERMS AND CONDITIONS
Issue Date
April 1, 1989
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.
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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 Pnce List The deflnl'
tions of the foregOing terms are set forth below
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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 Pnce lists
C, Remanufactured Equipment IS equipment which has been dls
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.
-'1
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.
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E, Previously Installed Equipment is defined in the applicable
Pnce 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
authoflty 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
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3. DELIVERY WITHOUT INSTALLATION
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The Customer may request delivery Without installation by Xerox.
In which case the date of delivery shall be the Installation Date
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EQUIPMENT PURCHASE
TERM lEASE
s to the Customer from Xerox or
te The InVOice will constl'
5. DESCRIPTION OF SERVICES TO BE PROVIDED DURING
THE WARRANTY PERIOD
A, The warranty penod will commence upon the Installation Date
and continue for the penod as specified In the Pnce L,st(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 Pnce
Llst(s)
B. In-place equipment is sold as-is, where-is, without any
warranty, whether express or implied.
C. In addition 10 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 rurchasf'
pnce 10 the CuslOmer
6. DESCRIPTION OF HOW SERVIG.E.,liLPROVIDED AFT~J~
THE WARRANTY PERI9D
After the warranty penod expires, maintenance by Xerox of the
Equipment will be prOVided under the provIsions of a Mainte,
nance Services Agreement, as defined In the MalntenanceSer,
vices Terms and Conditions, or at the Time and Matenals rates In
eHect at the time of a service call.
Xerox will retain I hts and remedies of a secured
until payment In full IS rec for the purc qUlpment If
the Customer falls to pay for the nt in a timely manner,
Xerox can Withhold S or that Equlpm . fm if a War,
ranty or ance Service contract IS applicable ch
ent.
AI. JlM('IAS TO Or.,."1
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MAINTENANCE SERVICES