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HomeMy WebLinkAboutLease Agreement with Xerox for City Clerk Copy Machine Check all that apply o Assoc./Coop. Name: ~Negotiated Contract #:07144670:'1 o Value Added Services: o Attached Customer P.O. #s: Lease: ~ State or Local Govemilient Customer Int. Rate: % TotalInL Payable: $ U Replacement/Modification of Prior Xerox Agreement Agreement covering Xerox Equipment Serial# (or 95#): is hereby 0 modified 0 replaced Effective Date: Comments: Lease Information Lease Term: ~Supplies included in Base/Print Charges o Refin. of Prior Agrmt. :0 Xerox (95#): Amt Refin: $ Int Rate: % LEASE AGREEMENT Full Legal Name Customer Name (Bill to) MERIDIAN CITY DBA/Name Overflow Street Address 33 E IDAHO Box#/Routing City, State MERIDIAN, ID Zip Code 83642-2631 Tax ID# x Customer Name (Install) MERIDIAN CITY DBAlNam" Ov"rfluw (ifn:"l\I) Installed at Street Address 33 E IDAHO Floor/Room/Routing City, State MERIDIAN, lD Zip Code 83642-2631 County Installed fu ada Customer Requested Install Date 07/25/2006 Lease Payment Information XEROXz o DSA Contract #: - Supplies: 60 months o 3rd Party Eq. Totallnt Payable: $ Product Purchase Down Prev Fin'l (with serial number, ifin place equipment) Option Pavment Install Interm WC7665P WC 7665P $FMV $ I HF AXLINE I )CSTDSCAN I m250STPLR I HSF AXKJT I UOBOVR I )NET ACT I )PCSNCNTL I)VKK I)VKM Customer Ed $ .lC $ 610.40 : MINIMUM LEASE PAYMENT (excl. ofapplic. taxes) Periodic Base Charge Print Charge Meter I : Prints I - 10000 Prints 1000)- Prints Print Charge Meter 2: Prints I - Prints Periodic Min.# of Prints (based on Meter I Print Charges) o Adjustment Period Period A - Mos. Affected: Periodic Base Charge Print Charge Meter I: Prints I Prints Prints Print Charge Meter 2: Prints I - Prints Periodic Min.# of Prints 10000 (based on Meter I Print Charges) OAr Price Iuformation o o o S f Min, .Lease Pa\'mentFreo. (periodic, excluding excess meter charges) o Monthly o Quarteriy o Semi-Annual o Annual o Other Min. Lease )'avmentMode o Advance 0 Arrears Period B - Mos. Affected: Periodic Base Charge Print Charge Meter I: Prints 1 - Prints Prints Prillt Ch<lrg<: M<:t<:r 2: Prints I - Prints Periodic Min.# of Prints (based on Meter I Print Charges) Pllrch:lsed Suppl ies Cash Fin'd Reorder # Qty Description Iprice $ $ $ $ Total Price = $ .ppncatlOll " II tware Software Title Initial License Fee Annual Renewal Fee o Cash o Finance o SUDDort Onlv $ $ $ $ $ $ Total Initial License Fees = $ ~ Trade-In AlIowunce Manufacturer Modell Serial # KMM00944I Final Allowance ent#: $ 1.000.00 $ $ $ 1,000.00 $ $ 1,000.00 Princi al Pa XEROX Total Allowance Applied to: Total Allowance- OTrade-In Equip. Balance: lEIrrice of Rcplcmnt. Equip.: o K-16 Hilling Suspension (check 1 as required) Months affected o June only o July only o August only o June - July o July - August Agreement l'resentcd B)': Xerox Name; Michelle Barsness Phone:(208)384-5954 FOR A.UTHOR1ZEO HQ fHTER":AL LS Ii O\iL Y: Auth. Signer Name: A;...~C{;~i~ti:~d.: Xitl'(~X COl'pof;ltjo.n By: (SigN{,{!W\:; qt.4.ulhorhed Si.~m:;r) Titk: \\prk;;h,;Cl: Dl6, 42 Dnre: 7;2S;:~OO(; I ~\;06:54 Unit: 1 www.xerox.com Xerox Form# 51860 (05/2005) Additional Options (check all that apply) o Run Length Plan ~Fixed Price Plan o Per Foot Pricing o Extended Service Hours: Description: / $ 0 mo. IBJAttached Addenda: 51860-1(1)- 52168 o Other Addenda: LEASE AGREEMENT (ADDITIONAL PRODUCTS) Full Legal Name CUSlUIOt:r NaIllt: (Billlu) MERIDIAN CITY DBA/Name Overflow Date of Customer Signature on Attached Agreement Customer Name (Install) MERIDIAN CITY DBA/Name Overtlow (ifreq'd) Installed at Street Address 33 E IDAHO Floor/Room/Routing City, State MERIDIAN, ID Zip Code 83642-2631 County Installed m ada Customer Requested TnstaII Date 0712512006 Lease Payment Information Check all that apply o Attached Customer P.O. #s: XEROX4' Supplies: Lease: ~ State or Local Government Customer Int. Rate: % Total mt. Payable: $ o Replacement/Modification of Prior Xerox Agreement Agreement covering Xerox Equipment Serial# (or 95#): is hereby 0 modified 0 replaced Effective Date: Comments: Lease Illformation Lease Term : 60 months ~Supplies included in Base/Print Charges o Refin. of Prior AgrmL :0 Xerox (95#): Amt Refin: $ Int Rate: % : MINIMUM LEASE PAYMENT (ex,,!. ufappJi", laxt:s) o Adjustment Period Period A - Mos. Affected: Periodic Base Charge Print Charge Meter I: Prints I - Prints Prints Print Charge Meter 2: Prints I - Prints Periodic Min.# of Prints (based on Meter I Print Charges) Product Purchase Down Prev Fin'l (with serial number, if in place equipment) Option Pavment Install lntt:fm Analvst Services $ .lC M201 $ .lC $ $ $ urc lase upp ICS as m Reorder # Otv Description Price $ $ $ $ Total Price = $ $ Price Inform:Jtioll Periodic Base Charge Print Charge Meter I : Prints I - Prints Prints Print Charge Meter 2: Prints I - Prints PeriOdic Min.# of Prints (based on Meter I Print Charges) Dr r o C h 0 F' 'd dS o Trade-In Allowance Manufacturer Model/ Final Allowance Serial # Principal Payment #: $ $ $ Total Allowance = $ Total Allowance Applied to: OTrade-1n Equip. Balance: $ OPricc of Rcplcmnt. Equip.: $ WUI1:;;hcd: FOR AUTI,IORIZED HQ INfERNAL USE ONLY: Unit: www.xerox.com Xerox Form# 51860-1 (05/2005) o S f o 3rd Party Eq. Totallnt Payable: $ Min. Lcnse l'avmcnt FrNl. (periodic. excluding excess meter charges) o Monthly o QuarterJy o Semi-Annual o Annual o Other Min. Le,'se Pavmeut Mode o Advance 0 Arrears Period B - Mos. Affected: Periodic Base Charge Print Charge Meter) : Prints I - Prints Prints Print Charge Meter 2: Prints I - Prints PeriOdic Min.# of PlintS (based on Meter I Print Charges) Application o tware Software Title mitial License Fee Annual Renewal Fee o Cash o Finance o SUDDOrt Onlv $ $ $ $ $ $ Total Initial License Fees = $ o K-16 Billing Suspellsion (check 1 as required) Months affected o June only o July only o August only o June - July o July - August 7/25/2006 Additiollal Options (check all that apply) o Run Length Plan 0 Fixed Price Plan o Per-Foot Pricing o Extended Service Hours: Description: / $ mo. o Attached Addenda: Page 2 of8 GENERAL TERMS: The following terms apply to all lease trnnsactions: L PRODUCTS. The term "Products" shan refer collectively to all equipment (the "Equipment"), software, and supplies ordered under this Agreement. You represent that the Products are being ordered for your own business use (rather than resale) and that they will not be used for personal, household or family purposes. 2. NON-CANCELABLE LEASE. THIS AGREEMENT IS A LEASE AND IT CANNOT BE CANCELED OR TERMINATED EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND YOUR OBLIGATION TO MAKE ALL PAYMENTS DUE OR TO BECOME DUE SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE SUBJECT TO ANY DELAY, REDUCTION, SET-OFF, DEFENSE COUNTERCLAIM OR RECOUPMENT FOR ANY REASON WHATSOEVER, IRRESPECTIVE OF XEROX'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER. ANY CLAIM AGAINST XEROX MAY BE ASSFRTFD SOLElY AGAINST XEROX IN A SEPARATE ACTION. 3. LEASE COMMENCEMENT, PAYMENT, TAXES & CREDIT HISTORY. A. The lease tenn for this Agreement shall commence upon installation of the Dquipment; provided, however, for eustolller-installable I3quipment, the lease term for this Agreement shall commence upon delivery of the Equipment. B. Invoices are payable upon receipt and you agree to pay Xerox each Minimum Lease Payment, all Print Charges and all other sums due as follows: (i) if the invoice displays a due date, payment is duc and must be received by Xerox on or before said due date, or (ii) if the invoice docs not display a due date, payment is due and must be received by Xerox no later than thirty (30) days after the invoice date. Restrictive COVCllants on instruments or documents submitted for or with payments you send to Xcrox will not reduce your obligations. C. You shall be responsible for any and all applicable Taxes, which will be included in Xerox's invoice unless you provide proof of your tax exempt status. "Taxes" shall mean any tax, assessment or charge imposed or collected by any governmental entity or any political subdivision thereof, however designated or levied, imposed on this Agreement or the amounts payable to Xerox by you for the billing of Products, Print Charges, services and maintenance of any kind; Taxes include, but are not limited to, sales and use, rental, excise, gross receipts and occupational or privilege taxes, plus any interest and/or penalty thereon, but excluding any personal property taxes and taxes on Xerox's net income. If a taxing authority determines that Xerox did not collect all applicable Taxcs, you shall remain liable to Xerox for such additional Taxes. D. You, to the extent required by applicable law, authorize Xerox (or its agent) to obtain credit reports, make such other credit inquiries as Xerox may deem necessary at any time, furnish payment history information to credit reporting agencies, and release to prospective assignees of this Agreement or any rights hereunder credtt- related information Xerox has about you and this Agreement. 4. BASIC SERVICES. As a mandatory part of a lease, Xerox (or a designated serviceI') will provide the following Basic Services under this Agreement (unless you are acquiring Equipment for which Xerox does not offer Basic Services; such Equipment to be designated as "No Svc."): A. REPAIRS & PARTS. Xerox will make repairs and adjustments necessary to keep Equipment in good working order (including such repairs or adjustments required during initial installation). Parts required for repair may be new, I eprocessed, or recovered. B. HOURS & EXCLUSIONS. Unless otherwise stated, Basic Services will be provided during Xerox's standard working hours (excluding Xerox-recognized holidays) in areas within the United States, its territories, and possessions open for repair service for the Equipment at issue. You agree to give Xerox reasonable access to the Equipment. Basic Services shall cover repairs and adjustmcnts required as a result of normal wear and tear or defects in materials or workmanship (and shall exclude repairs or adjustments Xerox detennines to relate to o~ be affected by the use of options, accessories, or other connected products not servtced by Xerox, as well as any non-Xerox alterations, relocation, service, supplies, or consumables). You agree to use Equipment in a""unl<lIl"<: with, "",1 tu p<:rfuull all operator maintenance procedures for Equipment as set forth in, the applicable manuals provided by Xerox. C. INSTALLATION SITE & METER READINGS. The Equipment installation site must conform to Xerox's published requirements throughout the term of this Agreement. If applicable, you agree to provide meter readings in the manner prescribed by Xerox. If you do not provide Xerox with meter readings as required, Xerox may estimate them and bill you accordingly. D. EQUIPMENT REPLACEMENT. If Xerox is unable to maintain the Equipmeot as described above, Xerox will, as your exclusive remedy for Xerox's failure to provide Basic Services, replace the Equipment with an identical product or, at Xerox's option, another product of equal or greater capabilities. If a replacement product is provided pursuant to this Section, there will not be an Xerox Form# 51 860t&c (05/2005) 7/25/2UU6 additional charge for the replacement product and, except as set forth in the section oHhis Agreement titled "MAINTENANCE COMPONENT PRICE INCREASES", there will not be an additional charge for Basic Services during the then-current term during which Basic Services are being provided. E. CARTRIDGE PRODUCTS. If Xerox is providing Basic Services for Equipment utilizing cartridges designated by Xerox as customer replaceable units, including copy/print cartridges and xerographic modules or fuser modules ("Cartridges"), you agree to use only unmodified Cartridges purchased directly from Xerox or its authorized resellers in the United States and the failure to use such Cartridges shall void any warranty applicable to such Equipment. F. PC/WORKSTATION REQUIREMENTS. In order to receive Basic Services and/or Software Support for Equipment requiring connection to a PC or workstation, you must utilize a PC or workstation that either (I) has been provided by Xerox or (2) meets Xerox's published specifications. G. DELIVERY AND REMOVAL Xerox will be responsible for all standard delivery and removal charges. You will be responsible for any non-standard delivery or removal charges incurred. 5. WARRANTY DISCLAIMER & WAIVERS. XEROX DISCLAIMS, AND YOU WAIVE, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. The parties intend this Agreement to be a "finance lease" under Article 2A of the Uniform Commercial Code. Except to the extent expressly provided, herein and to the extent permitted by applicable law, you waive all rights and remedies conferred upon a lessee by said Article. 6. INTI::LLI::CTUAL PKUPI::KI'Y INDeMNITY. Xerox, at its expense, will defend you from, and pay any settlement agreed to by Xerox or any tlnal judgment for, any claim that a Xerox-brand Product infringes a third party's U.S. intellectual property rights, provided you promptly notify Xerox of the alleged infi'ingement and pennit Xerox to direct the defense. Xerox is not responsible for any non-Xerox litigation expenses or settlements unless it preapproves them in writing. To avoid infringement, Xerox may modify or substitute an equivalent Xerox-brand Product, refund the price paid for the Xerox-brand Product (less the reasonable rental value for the period it was available to you), or obtain any necessary licenses. Xerox is not liable for any infringement-related liabilities outside the scope of this Section including, but not limited to, infringement based upon a Xerox-brand Product being modified to your specifications or being used or sold with products not provided by Xerox. 7. LIMIT A nON OF LIABILITY. Xerox shall not be liable to you for any direct damages in excess of $ I 0,000 or thc amounts paid hereunder, whichever is greater, aDd neither party shall be liable to the other for any special, indirect, incidental, consequential or puuitive damages arising out of Or relating to this Agreement, whether the claim alleges tortious conduct (including negligence) or any other legal theory. The above-stated limitation of liability shall not be applicable to any specific indemnification obligations set forth in this Agreement. Any action you take against Xerox must be commenced within two (2) years after the event that caused it. 8. ASSIGNMENT. A. If you wish to assign any rights or obligations under this Agreement, you shall provide a written notice to Xerox of such request for consent, with said notice including the name of the proposed assignee. Your request to assign this Agreement will be granted by Xerox if: (I) you are not in detilUlt under tillS Agreement or any other agreement with Xerox; (2) the proposed assignee agrees to the section of this Agreement titled "LEASE COMMENCEMENT, PAYMENT, TAXES & CREDIT HISTORY" as applicable to it, for the purposes of the proposed assignment; (3) the proposed assignee meets Xerox's then current credit criteria for similar transactions as detemllned by Xerox in its sole discretion; and, (4) you and the proposed assignee execute a writing, in a form acceptable to Xerox, confIrming said assignment. Assignment by you requires the written consent of Xerox and may not bc accomplished by operation of law. B. Xerox may assign this Agreement, in whole or in part, to a parent, subsidiary or affiliate of Xerox, or to a peI150n or entity for the purposes of securitizing a pool of assets or as part of a third party financial transaction without prior notice to you; provided, however, any proposed assignment to a person or entity not identified previously in this sentence shall rcquire your prior wrinen consent. m the event of an assignment permitted by the preceding sentence, Xerox, without notice to you, may release information it has about you related to this Agreement. Each successive assignee of Xerox shall have all of the rights but none of the obligations of Xerox hereunder. You shall continue to look to Xerox for performance of Xerox's obligations, including the provision of Basic Services, and you hereby waive and release any assignees of Xerox from any such claim relating to or arising from the performance of Xerox's obligations hereunder. You shall not assert any defense, counterclaim or setoff that you may have or claim against Xerox against Page 3 of 8 any assignees of Xerox. In the event of an assignment by Xerox, you shall remit payments due in accordance with remittance instructiollS of the assignee. 9. MINIMUM LEAS):; l"AYMENIS. hach Minimum Lease Payment (which may be billed on more than one invoice) includes a Periodic Base Charge, and may include a Periodic Minimum Number of Prints. The Minimum Lease Payments, along with any additional Print Charges for prints made in exCeSS of the Minimum Number of Prints, cover your cost for the use of the Equipment and its maintenance (provided as Basic Services). 10. MAINTENANCE COMPONENT PRICE INCREASES. Xerox may annually increase that amount of the Minimum Lease Payment and Print Charges you are charged for maintenance of the Equipment (the "Maintenance Component"), each such increase not to exceed 10%. (For state and local government customers, this adjustment shall take place at the commencement of each of your allllual COntrdct cycles. ) 11. TITLE, RISK & RELOCATION. Title to the Equipment shall remain with Xerox until you exercise your option to purchase it. Until you exercise your option to purchase the Equipment, you agree that: (a) it shall remain personal property; (b) you will not attach any of it as a fixture to any real estate; (c) you will not pledge, sub-lease or part with possession of it or file or permit to be filed any lien against it; and, (d) you will not make any permanent alterations to it. The risk ofloss due to your fault or negligence, as well as theft, fire or disappearance, shall pass to you upon shipment from a Xcrox controllcd facility. Thc risk of loss duc to all other causes shall remain with Xerox unless and until you exercise your option to purchase the Equipment. Until title passcs to you, all Equipment relocations must be arranged (or approved in advance) by Xerox and shall be at your expense. While Equipment is being relocated, you are responsible for all payments required to Xerox under this Agreement. Equipment cannot be relocated outside of the United States, its territories or possessions until you have exercised the Purchase Option indicated in this Agreement. If you acquire title to the Equipment, you must comply with all applicable laws and regulations regarding the export of any commodity, technology and/or software. All parts/materials replaced, including as part of an upgrade, will become Xerox's property. 12. DEFAULT & REMEDIES; LATE CHARGES & COLLECTION COSTS. A. For any payment not received by Xerox within ten (10) days of the due date as set forth herein, Xerox may charge, and you agree to pay, a late charge equal to the higher of five percent (5%) of the amount due or $25 (not to exceed the maximum amount permitted by law) as reasonable collection costs. R You will be in default under this Agreement if (I) X"f(lX does not ....""iv" any payment within fifteen (15) days after the date it is due or (2) if you breach any other obligation hereunder. If you default, Xerox, in addition to its other remedies (including the cessation of Basic Services), may require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of: (a) all amounts thcn due, plus interest on all amounts due from the due date until paid at the rate of one and one-half percent (1.5%) per month (not to exceed the maximum amount pern:rittcd by law); (b) th<: remaining Minimum Lease Payments in the Agreement's term less any unearned [mance, maintenance, and supply charges (as reflected on the lessor's books and records); (c) a reasonable disengagement fee calculated by Xerox that will not exceed fifteen percent (15%) of the amount in (b) above (said amount is available from Xerox upon request); and (d) all applicable Taxcs. You also shall either (I) make the Equipment available for removal by Xerox when requested to do so by Xerox and, at the time of removal, the Equipment shall be in the same condition as when delivered (reasonable wear and tear excepted), together with any related software, or (2) purchase the Equipment "AS IS, WHERE IS" and WITHOUT ANY WARRANTY AS TO CONDITION OR VALUE by paying Xerox the Purchase Option and all applicable Taxes. Xerox's decision to waive or forgive a palticular default shall not prevent Xerox from declaring any other default. m addition, if you default under this Agreement, you agree to pay all of the costs Xerox incurs to enforce its rights against you, inc)udiog reasonable attorneys' fees and actual costs. 13. CARTRIDGES. Cartridges packed with Equipment and replacement Cartridges may be new, remanufactured or reprocessed. Remanufactured and reproccssed Cartridges meet Xerox's new Cartridge performance standards and contain new and/or reprocessed components. To enhance print quality, the Cartridge(s) for many models of Equipment have been designed to cease functioning at a predetermined point. In addition, many Equipment models are designed to function only with Cartridges that are ncwly manufactured original Xerox Cartridges or with Cartridges intended for use in the U.S. Equipment configuration that permits use of non-newly manufactured original Xerox Cartridges may be available from Xerox at an additional charge. Cartridges sold as Environmental Partnership ("EP") Cartridges remain the property of Xerox. You agree that you shall return all EP Cartridges and may return other Cartridges to Xerox, at Xerox's expense when using Xerox-supplied shipping labels, for remanufacturing once such Cartridges cease functioning. Xerox Form# 51 860t&c (05/2005) 14. EQUIPMENT STATUS. Unless you are acqulTtng Previously Installed Equipment, Equipment will be either (a) "Newly Manufactured", which may contain some recycled components that are reconditioned; (b) "Factory Produced New Model", which is manufactured and newly serialized at a Xerox factory, adds funetions and features to a product prcviously disassembled to a Xerox predetermined standard, and contains both new components and recycled components that are reconditioned; or, (c) "Remanufactured", which has been factory produced following disassembly to a Xerox predetennincd standard and contains both new components and recycled components that are reconditioned. 15. LEASE OPTIONS. The following options are available for Equipment subject to this Agreement. A. PURCHASE OPTION. If not in default, you may purchase the Equipment, "AS IS, WHERE-IS" and WITHOUT ANY WARRANTY AS TO CONDITION OR VALUE: (i) at the end of thc lease term for the Purchase Option indicated on the face of this Agreement (i.e. either a set dollar amount or the Fair Market Value of the liquipment at the lease term's conclusion ["FMV"]), plus all applicable Taxes, or (ii) any time during the lease term by paying: (I) all amounts then due; (2) the remaining Minimum Lease Payments in the Agreement's term less any unearned finance, maintenance, and supply charges (as reflected on the lessor's books and records); (3) a reasonable disengagement fee calculated by Xerox that will not exceed fifteen percent (15%) of the amount in (2) above (said amount is available from Xerox upon request); (4) the applicable Purchase Option; and (5) all applicable Taxes. B. RENEWAL. Unless either party provides notice at least thirty (30) days before the end of the lease term of its intention not to renew this Agreement, it will be renewed automatically on a month-to-month basis at the same price, terms and conditions and billing frequency as the original Agreement. During this renewal period, either party may terminate this Agreement upon at least thirty (30) days notice. C. LEASE TERMINATION. Upon termination pursuant to B. above, and if you have not purchased the Equipment, you shall make the Equipment available for removal by Xerox when requested to do so by Xerox and, at the tIme of removal, the Equipment shall be in the same condition as when delivered (reasonable wear and tear excepted), together with any related software. 16. PROTECTION OF XEROX'S RIGHTS. You hereby authorize Xerox or its agents to file, by any permissible means, financing statements necessary to protect Xerox's rights as the Equipment Lessor. Xerox, on your behalf and at your expense, may take any action required to be taken by you under this Agreement that you fail to take. 17. REPRESENTATIONS, WARRANTIES & COVENANTS. Each party represents that, as of the date of this Agreement, it has the lawful power and authority to enter into this Agreement, the individuals signing this Agreement are duly authorized to do so on its behalf and, by entering this Agreement, it will not violate any law or other agreement to which it is a party. You are not aware of anything that will have a material negative effect on your ability to satisfy your payment obligations under this Agreement and all financial information you have provided, or will provide, to Xerox is true and accurate and provides a good representation of your rmancial condition. :each party agrees that it will promptly notify the other party in writing of a change in ownership, if it relocates its principal place of business or changes the name of its business. 18. NOTICES. Notices must be in writing and will be deemed given five (5) days after mailing, or two (2) days after sending by nationally recognized overnight courier, to the other party's business address, or to such other address designated by either party to the other by written notice given pursuant to this sentence. The term "business address" shall mean, for you, tlle "Bill to" address listed on the first page of this Agreement and, for Xerox, our inquiry address set forth on the most recent invoice to you. 19. FORCE MAJEURE. Xerox shall not be liable to you during any period in which its performance is delayed or prevented, in whole or in part, by a circwnstance beyond its reasonable control, which circumstances include, but are not limited to, the following: act of God (e.g., flood, t:arthquakt:, wim1); fir<:; w"r; act of a public enemy or terrorist; act of sabotage; strike or other labor dispute; riot; misadventure of the sea; inability to secure materials and / or transportation; or, a restriction imposed by legislation, an oro"r or a nIl" or r"gnlation of a !,:overnmental entity. If such a circumstance occurs, Xerox shall undertake reasonable action to notify you of the same. 20. MISCELLANEOUS. This Agreement constitutes the entire agreement as to its subject matter, supersedes all prior and contemporaneous oral and written agreements, and shall be construed under the laws of the State of New York (without regard to eonflict-of-Iaw principles). You agree to the jurisdiction and venue of the federal and state courts in Monroe County, New York. In any action to enforce this Agreement, the parties agree to waive thcir right to a jury trial. If a .//15/2006 Page 4 uf8 court finds any term of this Agreement to be unenforceable, the remaining terms of this Agreemcnt shall remain in effect. Both parties may retain a reproduction (e.g., d"ctronic image, photocopy, facsimile) of this Agreement which shall be admissible in any action to enforce it, but only the Agreement held by Xerox shall be considered an original. Xerox may accept this Agreement either by its authorized signature or by commencing performance (e.g., Equipment delivery, initiating Basic Services, etc.). All changes to this Agreement must be made in a writing signed by both parties; accordingly, any terms on your ordering documents shall be of no force or effect. The following four sentences control over every other palt of tIllS Agleemellt amI uv<:r "II ulh<:r uu"um<:nts nuw ur l"l"r prrtaining lu lbis Agreement. We both intend to comply with applicable laws. In no event will Xerox charge or collect any amounts in excess of those allowed by applicable law. Any part of this Agreement that would, hut for this Section, he read nnder any circumstances to allow for a charge higher than that allowed under any applicable legal limit, is limited and modified by this Section to limit the amounts chargeable under this Agreement to the maximum amount allowed under the legal limit. If, in any circumstances, any amount in excess of that allowed by law is charged or received, any such charge will be deemed limited by the amount legally allowed and any amount received by Xerox in excess of that legally allowed will be applied by us to the payment of amounts lcgally owed under this Agreement, or refunded Lo you. SOFTWARE TERMS: The following additional terms apply only to transactions (;Qve,iug Appli""liun SUftW"I<: "lIIJ/ur X<:IUX-Ur"lJU E1.J.uipm<:nL 21. SOFTWARE LICENSE. The following terms apply to copyrighted software and the accompanying documentation, including, but not li1nited to, operating system software, provided with or within the Xerox-brand Equipment acquired hereunder ("Base Software") as well as software specifically set out as "Application Software" on the face of this Agreement. This license does not apply to any Diagnostic Software or to any software / documentation accompanied by a clickwrap or shrinkwrap license agreement or otherwise made subject to a separate license agreement. A. Xerox grants you a non-exclusive, non-transferable license to use the Base Software within the United States, its territories, and possessions (the "United States") only on or with the Equipment with which (or within which) it was delivered. For Application Software, Xerox grants you a non-exclusive, non- transferable license to use tlus software witlun tile Uluted States on any single Ulut of equipmcnt for as long as you are current in the payment of any indicated software license fees (including any Annual Renewal Fees). You have no other rights to the Base or Application Software and, in particular, may not: (1 ) distribute, copy, modifY, create derivatives of, decompile, or reverse engineer this software; (2) activate any software delivered with or within the Equipment in an unactivated state; or, (3) allow others to engage in same. Title to the Base and ApplicatIon Software and all copyrights and other intellectual property rights in it shall at all times reside solely with Xerox and/or its licensors (who shall be considered third-party beneficiaries of this Agrecment's software and limitation of liability provisions). Base and App)ication Software may contain, or be modified to contain, computer code capable of automatically disabling proper operation or functioning of the Equipment. Such disabling code may be activated if: (a) Xerox is denied reasonable access to the Base or Application Software to periodically reset such code; (b) you are notified of a default under any term of this Agreement; or, (c) your license is tcrminated or expires. B. Xerox may terminate your license for any Base Softwarc (I) immediately if you no longer use or possess the Equipment or are a lessor of the Equipment and your first lessee no longer uses or possesses it, or (2) upon the termination of any agreement undcr which you have rented or leased the Equipment. C. If you transfer possession of the Equipment after you obtain title to it, Xerox will offer the transferee a license to use the Base Software within the United States on or with it, subject to Xerox's then-applicablc terms and license fees, if any, and provided the transfer is not in violation of Xerox's rights. D. Xerox warrants that the Base and Application Software will perform in material conformity with its user documentation for a ninety (90) day period from tbe date it is delivered or, for software installed by Xcrox, the date of software installation. Neither Xerox nor its licensors warrant that the Base or Application Software will be free from errors or that its operation will be uninterrupted. 22 SOFTW ARF: SUPPORT During the period that Xerox (or a designated servicer) provides Basic Services for the Equipment but in no event longer than five (5) years after Xerox stops taking orders from customers for their acquisition of the subject model of Equipment, Xerox (or a designated servicer) will also provide software support for the Base Software under the following terms. For Application Software licensed pursuant to this Agreement, Xerox will provide software support under the following teons provided you are current in the payment of all Initial License and Annual Renewal Pees (or, for programs not requiring Annual Rcncwal Fees, the payment of the Initial License Fee and the aImual "Support Only" Fees). Xerox Form# 51116Ut&c (U5/2UU5) A. Xerox will assure that Base and Application Software performs in material confonnity with its user documentation and will maintain a toll-free hotline during standard business hours to answer related questions. B. Xerox may make available new releases of the Base or Application Software that primarily incorporate coding error fixes and are designated as "Maintenance Releases". Maintenance Releases are provided at no charge and must be implemented within six (6) months after being made available to you. Each new Maintenance Release shall be considered Base or Application Software governed by these Software Terms. New releases of the Base or Application Software that are not Maintenance Releases, if any, may be subject to additional license fees at Xerox's then-current pricing and shall be considered Base or Application Software governed by these Software Terms (unless otherwise noted). Xerox will not be in brcach of its softwarc support obligations hereunder if, in order to implement, in whole or in part, a new release of Base or Application Software provided or made available to you by Xerox, you must procure, at your expense, additional hardware and/or software from Xerox or any other entity. You agree to return or destroy all prior releases. C. Xerox will use reasonable efforts, either directly and/or Witll its vendors, to resolve coding errors or provide workarounds or patches, provided you report problems as specified by Xerox. D. Xerox shall not be obligated (I) to support any Base or Application Software that is two or more releases older than Xerox's most current release or (2) to remedy coding errors if you have modified the Base or Application Software. E. For Application Software, Xerox may annually increase the Annual Renewal and Support-Only Fees, each such increase not to exceed 10%. (For state and local- government customers, this adjustment shall take place at the commencement of each of your annual contr.\ct cycles.) 23. DIAGNOSTIC SOFTWARE. Software used to maintain the Equipment and/or diagnose its failures or substandard performance (collectively <<Diagnostic Software") is embedded in, resides on, or may be loaded onto the Equipment. The Diagnostic Software and method of entry or access to it constitute valuable trade secrets of Xerox. Title to the Diagnostic Software shall at all times remain solely with Xerox and/or Xerox's licensors. You agree that (a) your acquisition of the Equipment does not grant you a license or right to use the Diagnostic Software in any manner, and (b) that unless separately licensed by Xerox to do so, you will not use, reproduce, distribute, or disclose the Diagnostic Software for any purpose (or allow third parties to do so). You agree at all times (including subsequent to the expiration of this Agreement) to allow Xerox to access, monitor, and otherwise take steps tu pr<:v<:ut uuauthUli,,<:u us<: ur I<:PlUUU(;liull uf th<: Di"gnusti" SUftWM<:. GOVERNMENT CUSTOMER TERMS: The following additional terms apply only to lease transactions with state and local government customers: 24. REPRESENTATIONS & WARRANTIES, FUNDING, TAX TREATMENT & PAYMENT. A. REPRESENTATIONS & WARRANTIES. You hereby represent and warrant, as of the date of this Agreement, that: (I) you are a State or a fully constituted political subdivision or agency of the State in which you are located and are authorized to enter into, and carry out, your obligations under this Agreement and any other documents required to be delivered in connection with the Agreement (collectively, the "Documents"); (2) the Documents have been duly authorized, executed and delivered by you in accordance with all applicable laws, rules, ordinances and regulations (includinll;, but not limited to, all applicable laws governing open meetings, public bidding and appropriations required in connection with this Agreement and tlle acquisition of the Equipment) and are valid, legal, binding agreements, enforceable in accordance with their tenus and the person( s) signing the Documents have the authority to do so, are acting with the full authorization of your governing body and hold the offices indicated below their signatures, each of which are genuine; (3) the Equipment is essential to the illllllediate perfonuance of a governmental or proprietary function by you within the scope of your authority and sball be used during the lease tenn only by you and only to perform such function; and, (4) your obligations to remit payments under this Agreement constitute a current expense and not a debt under applicable state law and no provision of this Agreement constitutes a pledge of your tax or general revenues and any provision that is so construed by a court of competent jurisdiction is void from the inception ofthis Agreement. 8. FUNDING. You represent and warrant that all payments due and to become due during your current fiscal year are within the fiscal budget of such year and are included within an unrestricted and unencumbered appropriation currently available for thc lease/purchase of the Equipment, and that it is your intent to use the Equipment for the entire lease term and to make all payments required under this Agreement. In the event that (I) through no action initiated by you your legislative body does not appropriate funds for the continuation of this Agrcement for any fiscal year after the first fiscal year and has no funds to do so from other sources, and (2) you have made a reasonable but unsuccessful effort to find a creditworthy Page 5 uf 8 7/25/2006 assignee acceptable to Xerox in its sole discretion within your general organization who can continuc this Agreement, this Agreement may be tenninated. To effect this termination, you shall, thirty (30) days prior to the beginning of the fiscal year for which your legislative body does not appropriate funds for such upcoming fiscal year, send Xerox written notice stating that your legislative body failed to appropriate funds and that you have made the required effort to find an assignee. Your notice must be accompanied by payment of all sums then owed through the current year to Xerox under this Agreement and must certifY that the canceled Equipment is not being replaced by equipment performing similar functions during' the ensuing 11,,,,,1 y<:"L In additiun, yuu agI"" at yuur "xpense to return the Equipment in good condition to a location designated by Xerox and that, when returncd, the Equipment will be fTee of all liens and encumbrances. You will then be released from your ohlieations to make any fnrther payments to Xerox beyond those due for the current fiscal year (with Xerox retaining all sums paid to date). C. TAX TREATMENT. This Agreement has been accepted on the basis of your representation that Xerox may claim any interest paid by you as exempt from federal income tax under Section 103(c) of the Code. You agree to comply with the information reporting requirements of Section I 49(e) of the Code. Such compliance shall include, but not be limited to, the execution of 8038-G or 8038-GC Information Returns. You hereby appoint Xerox as your agent to maintain, and Xerox agrees to maintain, or cause to be maintaincd, a complete and accurate record of all assignments of this Agreement in form sufficient to comply with the book entry requirements of Section I49(a) of the Code and the regulations prescribed thereunder fTom time to time. Should Xerox lose the benefit of this exemption as a result of your failure to comply with or be covered by Section 103(c) or its regulations, then, subject to the availability of funds and upon demand by Xerox, you shall pay Xerox an amount equal to its loss in this regard. At the time of execution of this Agreement, you shall provide Xerox with a properly prepared and executed copy of US Treasury Form 8038 or 8038-GC. D. PAYMENT. Your payment is due within thirty (30) days of our invoice date. ADDITIONAL TERMS: The following additional terms apply only to the extent that you have agreed to one or more ofthe options described below: 25. CONSUMABLE SUPPLIES INCLUDED IN BASE/PRINT CHARGES. If this option has been selected, Xerox (or a designated servicer) will provide you with black toner (excluding highlight color toner), black developer, copy Cartridges, and, if applicable, fuser ("Consumable Supplies") throughout the term of this Agreement. For full-color Equipment, Consumable Supplies shall also include, as applicable, color toner and developer. You agree that the Consumable Supplies are X<:IUX', plUp<:rty until u,,,d by yuu, lrn.l yuu will u,,, lh<:m unly with lh<: EquipmL"nt, that you will return all Cartridges to Xerox tor remanufacturing once they have been run to their cease-function point (at Xerox's expense when using Xerox- supplied shipping labels), and that at the end of the term of this Agreement either (a) you will return any unused Consumable Supplies to Xerox (at Xerox's expense whcn using Xerox-supplied shipping labels)or (b) destroy them in a manner pennitted by applicable law. Should your use of Consumable Supplies exceed Xerox's published yields for these items by more than 10%, you agree that Xerox shall have the right to charge you for any such excess usage. When requested by Xerox, you agree to provide meter readings and inventory of Consumable Supplies in your possession. 26. REPLACEMENT / MODIFICATION OF PRIOR XEROX AGREEMENT. If this option has been selected, this Agreement will replace or modify a prior agreement between you and Xerox covering the specified equipment. If it is a replacement agreement, the prior agreement shall be null and void. If it is a modification, the prior agreement shall remain in effect except that any terms presented in this modification a2Teement that contlict with, or are additive to, any of the terms in the prior agreement shall take precedence over the terms in the prior agreement for the balance of the Agreement. In addition, modifications requiring a reamortization of your payments may include a one-time administrative/processing charge that WIll appear on your lirst bill under this rcvised arrangement. 27. XEROX AS FINANCIAL INTERMEDIARY. Ifthis option has been selected, you are leasing specifically identified products that were selected by you and that are not sold by Xerox in the normal course of its business. If you have signed a purchase contract for such products, by signing this Agreement you assign your rights but none of your obligations under such purchase contract to Xerox. With rcgard to thcsc products, you agree that Xerox is leasing them to you "AS IS, WHERE IS" and that XEROX HAS NOT MADE, AND YOU HEREBY WANE, ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR NON-INFRINGEMENT, and (b) ANY REPRESENTATION OR WARRANTY REGARDING THE PRODUCTS' SUITABILITY, DESIGN, CONUlTION, UUKABILlTY, OPbRATION, QUALITY OF MATERIALS OR WORKMANSHIP, OR COMPLIANCE WITH SPECIFICATIONS OR APPLICABLE LAW, Xerox assigns to you, to the extent assignable, any warranty Xerox Form# 51S60t&c (05/2005) 7/25/2006 rights it has to these products (which rights shall revert to Xerox if you breach this Agreement). You agree (I) that these products are not covered by Xerox's obligation to provide Basic Services; (2) to maintain a service agreemcnt for thcse products with a service provider acceptable to Xerox throughout this Agreement's term; (3) to pay all personal property taxes related to these products; and (4) to assign to Xerox any rights you have to these products until title passes from Xerox to you (which, subject to any software licenses surrounding the acquisition of these products, shall occur when you obtain title to all Xerox-brand Equipment covcred by this Agreement). 28. FINANCED SOFTWARE TOTAL Ifthis option has been selected, the initial license fees for any Application Software set forth in this Agreement shall be paid for through your Minimum Lease Payments. If you breach this license or any of your obligations regarding the bquipment, the full amount of the IIUtIall1cense tees shall be immediately due and payable. 29. FINANCED SUPPLIES TOTAL If this option has been selected, the cost of any supplies you have purchased under this Agreement shall be paid for through your Minimum Lease Payments. If you breach any of your obligations regarding the Equipment, the full amount of the supply costs shall become immediately due and payable. 30. REFINANCE OF PRIOR AGREEMENT. If this option has bccn selected, the balance of your prior indicated agreement with Xerox or a third party shall be paid for through your Minimum Lease Payments. If your prior agreement is with a third party, you hereby acknowledge that you have the right to terminate the agreement and agree to provide a statement from tile third-party identifYing the equipment at issue and the amount to be paid off (as well as a statement from you identifying the payee and mailing address for your payoff check). If your prior agreement was with Xerox, the use of this reJ1nance option shall render your prior agreement null and void. If you breach this Agreement, the full amount of your prior agreement balance shall be immediately due and payable. 31. ADJUSTMENT PERIOD. If this option has been selected, your Minimum Lease Payment and/or Print Charges shaU be adjusted in accordance with the information contained in the Adjustment Period portion of this Agreement; as a result, your initial payment(s) shall be different from those payable during the balance of this Agreement. 32. K-16 BILLING SUSPENSION. If this option has been selected, the Maintenance Component of your Minimum Lease Payment and Print Charges will be suspended each year during the months indicated. During tllese months, you agree that you will not use the Equipment and that Xerox shall not bc rcsponsible for providing Basic Services on it. If Xerox provides Basic Services during the K- 16 Billing Suspension period, you will be billed at Xcrox' s then-current Time and Materials ("T &M") rates for such Basic Services. 33. TRADE-IN EQUIPMENT. If this option has been selcctcd, you are providing equipment to Xerox as part of this Agreement ("Trade-In Equipment") and the followin2 shall apply: A. TITLE TRANSFER. You warrant that you have the right to transfer title to the Trade- m Equipment and that it has been installed and performing its intended function. Title and risk ofloss to the Trade-In Equipment shall pass to Xerox when Xerox removes it from your premises. B. CONDITION. You warrant that the Trade-In Equipment is in good working order, has not been modified from its original configuration (other than by Xerox), and has a UL label attached. You agree to maintain the Trade-m Equipment at its present site and in substantially its present condition until removed by Xerox. C. ACCRUED CHARGES. You agree to pay all accrued charges for the Trade-In Equipment (up to and including payment of the Final Principal Payment Number) and to pay all maintenance, administrative, supply and finance charges for this equipment through the date title passes to Xerox. . 34. RUN LENGTH PLAN. If this option has been selected, the first ten prints of cach original (per run) are recorded and billed on both meters with all subsequent prints recorded and billed on Meter A only. 35. FIXED PRICE PLAN. If this option has been selected, Xerox will forego its right to increase the Maintenance Component throughout the initial t"rm of this Agreement. 36. PER-FOOT PRICING. If this optIon has been selected, all Pont Charges wlll be billed on a per-foot basis, with each linear or square foot, as applicable, equal to one print. 37. EXTENDED SERVICE HOURS. If this option has been selected, Xerox will provide Basic Services during the hours indicated, with the first number establishing the number of eight-hour shifts covered and the second establishing the days of the week (e.g., 2 x G would provide service from 8:00 A.M. to 11:59 P.M., Monday through Saturday). The cost of this enhanced service coverage wi11 be Page 6 of 8 billed separately and, as such, is not included in your Minimum Lease Payment or Print Charges. 38. ATIACtihU AUUhNUA. It this optIOn has been selected, you acknowledge that one or more specified addenda (as indicated) have been provided to you. These addenda, which provide additional tenus relevant to the transactions covered hereunder, are hereby fuIly integrated into this Agreement. 39. NEGOTIATED CONTRACT. If this option has been selected, the Products identified in this Agreement are subject solely to the terms contained in (a) either (1) the idcntificd Ncgotiated Contract for a leasc transaction or (2) if there arc no such terms in the Negotiated Contract, the terms set forth in this Agreement, and, if applicable and notwithstanding anything to the contrary set forth in the Negotiated Contract, (b) the "Additional Terms" portion of this Agreement for the selected option or options to the extent the subject matter of any such selected option is not addressed in the Negotiated Contract. 40. DSA CONTRACT NUMBER. If a DSA Contrnct Numher has heen ;nsmed, the Equipment and/or software identified in this Agreement are associated with the Services being provided under the referenced Document Services Agreement ("DSA"), but such Equipment and/or software are subject solely to the terms contained in this Agreement. For eustomer support tools to manage your account online, visit your Aceount Management link @ www.xerox.eom Xerox Form# 51 860t&c (05/2005) 7/25/2006 Page 7 of 8 XEROX,~ AGREEMENT ADDENDUM COMPETITIVE REPLACEMENT PROGRAM ADDENDUM THIS ADDENDUM ("Addendum") amends the provisions of the agreement (the "Agreement") existing between Customer and Xerox. 1. Customer is acquiring Xerox Equipment hereunder which will be used to replace Customer's non-Xerox equipment (the "Competitive Equipment"). Customer agrees to return the unit(s) of leased Competitive Equipment listed below to Customer's lessor no later than sixty (60) days following the installation of the Xerox Equipment replacing said Competitive Equipment. Xerox may, following the return timeframe set forth herein, request documentation from Customer of such return. 2. Except as specified in this Addendum, the Agreement shall remain as stated. In the event of a conflict between the terms and conditions of the Agreement and this Addendum, the Addendum will control. XEROX CORPORATION Title :~s~~ &~~ ~-~-d6 Title By Date: Date: Comnetitive Eouinment Unit Information: Model: Serial #: Unit Number: 1 CANON / IMAGERUNNER 5570 faw4t6477686 Xerox Form # 52168 (05/2006) 7/25/06 Page 8 of 8 Davisco Analyst Services Congratulations on your purchase of a new Xerox Digital System. Below is the detail of the network services and costs associated with installing your new Xerox digital System. Xerox Model_ WCP7665 Account Name Meridian City Hall IT Contact Phone # _888-4433 XPrinting XFaxing xScanning Basic Services Included: 1- Delivery and installation of the unit as a standalone copier is included. 2- Up to 3 hours of network analyst support which includes: a. Installation, in person or via telephone support, of the appropriate Xerox print drivers and associated software on your network. b. Training on the use and implementation of the Xerox print drivers and associated software with one key designated operator or IT manager. This training is intended so the customer can then implement and train as needed in their own office. c. Set up and user training of general print functions, on a maximum of 3 workstations, will be provided within the initial 3 hours. Any additional workstations will be billed at the current analyst rate, regardless of original time used. 3- If scan to file was purchased, 2 additional hours of analyst services is included for the additional training requirements. 4- After initial install by analyst, free Xerox technical support is available toll free @ 1-800- 821-2797. This is a great resource tor ongoing technical support and simple questions. It is currently a free service. S- Return visits by the Davisco analyst after initial install is billable. 6- No cables and or running cables are included. 7- No software code writing or manipulation of customer's proprietary software. 8- All services need to be completed within 30 days of the initial installation date. Customer Requirements: 1- Provide a network drop and all appropriate network cables. 2- Provide a designated person to manage the installation and work with our analyst. 3- All special software applications support unique to proprietary customer software must be provided by the customer at their cost. 4. Customer agrees to have all requirements met within 30 days of initial installation. Effective 5/1/06 Other Services Available: 1- Cables and cable installation. 2- Pier to pier network configuration both hardware and software. 3- LAN support and technical repair. 4- Network consulting services. 5- Document management services. 6- General IT support and consulting. 7- All of these are priced on a case by case basis. Ask for details. Costs: 1. Xerox Lease~;:: services described above are included. 2- Cash Sale: $ for the basic services described above (to be billed separately by Davisco ). 3- Additional analyst time above the 3 hours included, will be billed at $125 per hour. I !We agree to the above services, descriptions, and costs. Michelle Barsness $ -B--()6 Win t3erq ~ Customer N ame/ Approva Date Sales Rep Name/ i g~~'lJ Date Upon signature of the Systems Consultation Authorization Document presented by the analyst, we agree that all connectivity has been completed according to this agreement. Effective 5/1/06