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1987-198-Negotiate And Execute A Contract For The Acquisition Of A Xerox 1090 CopierRESOLUTION NO. 1987 -198 RESOLUTION AUTHORIZING THE TOWN MANAGER TO NEGOTIATE AND EXECUTE A CONTRACT FOR THE ACQUISITION OF A XEROX 1090 COPIER WHEREAS, the Town wishes to replace the existing Xerox 8200 copier in General Administration with a Xerox Model 1090; RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa Clara, State of California, that the Town Manager is authorized and hereby directed to negotiate and execute a contract for the acquisition of a Xerox 1090 through a five year Financed Equipment Purchase Agreement. PASSED AND ADOPTED by the Town Council of the Town of Los Gatos, California, at a regular meeting held this 7 day of December 1987 by the following vote: AYES: COUNCIL MEMBERS Thomas J. Ferrito, Robert L. Hamilton, Brent N. Ventura & Mayor Eric D. Carlson NOES: COUNCIL MEMBERS None ABSTAIN: COUNCIL MEMBERS ABSENT: COUNCIL MEMBERS SIGNED: ATTEST: None Joanne Benjamin CLERK OF THE TOWN OF LOS G TOS To Debra Figone Assistant Town Manager Town of Los Gatos Subject 1090 Order Package From Howard Sewell Xerox Account Manager (408) 562 -2339 Date January 13, 1988 Debbie, please find attached a package including copies of order documents from your recent order of a Xerox 1090 copier, as well as the applicable terms and conditions. The contents are as follows: 1) Copy of signed sales contract. 2) Terms and conditions of the State & Local Government Equipment Equity Plan (your payment plan). 3) Letter from Xerox accepting changes to terms and conditions as requested. 4) Equipment trade -in terms and conditions. From the 1987 -88 Xerox State & Local Pricing Catalog: 5) 1090 Prices. 6) Equipment Purchase Terms and Conditions. 7) Full Service Maintenance Terms and Conditions. If you have any questions on any of these documents, please don't hesitate to call. AVIKLJl AefUA vrUer Agreement This �Xerox. Order Agreement covers transa,'ion(s) checked below and incorporates the terms emd conditions attached hereto or referenced below. "l1 EgWyfdlnY Putetta ❑ With Meinten ❑ Term Lease ❑ Equipment Services ❑ Software License nstallment Purchase of E ui ment &rWith Maintenance ❑ Financed Equipment C f F Ch ❑ ,x, any wmaw — t Site Cleared: E] Yes ❑ No Order Agreement of _ Rorm695020-+-97) XEROX - &LL TO CUSTOMER NAME on I ura Ion ends Maintenance Only INSTALLED AT CUSTOMER NAME PA ENT COMPANY(IFDIFFERENTI NA EOVERFLOW 9UM8ER: POUTING FLOOR. ROOM POUTING O � 0 y/ 4REE TADD REe - 0 4PEET ADDRESS CTy j v' �S STATE P L- 0 Equipment Order Information Qty Xerox Product (Ser s f In place) Let Price total list S Less Deductions' Nat Price &Total Net r Price G' , fe'- j j• Opt. TO Puren. Tratle - In Xerox O e 1J l - 2O[M1er L, Oz V—c . Caymentwn 4 — Xerox D. Cash Price (Principal Xerox Salence 6 IB - Oil 3 Z ) . b - Xerox E. F'mance Charge or Xerox Interest at 7j, % p I li�. 03 Xerox F. Time BaWnce � ID +E) r J Z . 601 ,6 xarox G. Pro. (S Cale F) b Z 60 Xerox Monthly Installments Xerox cc Of I I 1 1 0 x 21 _ y Meters A. From Attached I 2 Order Agreerter ) Total Net Rice exec ana of 3 4 B. Tofak O S D /r�yPp V V Q d'.3'r . Saks /Use Tax, Placement, Mamm dace and Supply Chan�esl Term of Agreement (Check One Plan) ❑ 24 Month ❑ Se Month ❑ 48 Month ❑ 80 Month ❑ Other Original Customer / Contract Y95: Cody Allowance Pedod Allowance Mpnihly Minimum Lease Payment $ ❑ Monthly 1hase Option Amount s 11 al Sern- Annu Momhly Min updar hed reertlanl sa) $ rurchass Option AmoonI Copy Charges will be billed separatety in 1! StamhlY Mi,,rum Lease F,, Rrt ius�ve o Sales Use Tax Fa t Agreemantis): $ accordance with [fxs Maimenarxx Price List and Placement $ Indicated bebw. 'ingest The interest payable for State /Local Government Installment Purchase or Term Lease subject to this order is s (For Term Lease this assumes the option to purchase is exercised at end of lease period) at rate of A Price Plan Dexctip�,n: -P'��` A — :G ,fmt at Temas � i A"'�4^ -- e- -.•. -- �s cDtuaatne,mt,er• ,�-- .<. -mod Gov't. Firm ca f act Option Q -. Oov't f5seat year GovAt Fiscal v9ec _ f / fC -12 summer-oatan ,n..,,.. Existing Equipment to be Replaced just Serial Numbaro) Initial Supply Order Rem Cry. Reorder Number PURCHASE ORDER / CONTRACT INFORMATION: (Purchase Order References are for Billing Panaceas Only)) Customer Requires Purchase Order Number. ❑ Na, (K Yea Customer Porches er Numbers: Equipmentx� •77 Tax Exempt No []Yes IAnach Exerrgetfon C Nicate) QS �� Malntsnanca>9> Placement Charge Applicable My" ❑ No ] WI x41 abe a WIN Ion pnn[tal Loss, xW ra [Iosad Nth ame Supply' Total Warranty Months asphalt a Owuled Lin IM flip List. tusless Lin moo, N.I. ar mum Of WmI vgViNs ad eure 101 armo Xerox Supply Cont. a Earliest Customer Acceptance Date: Customer Request Full Credit: ❑ yes ❑ No Master Purchase Agreement s: CUSTOMER MUST INITIAL TO ACKNOWLEDGE RECEIPT OF XEROX PRICE LIST TERMS AND CONDITIONS AND OTHER DOCUMENTS DESIGNATED BELOW: r� et I paled Initials Xerox Nice List e b �4 Z �' ' ,,,qs.,.. ,- ..,,wF �� �� , , . , Dated Initials nr4o•!�t aMYftAa 7imN•tiQ. ""°'^^m'x Other: Maintenance Price sat > Term base Twnra and Conditions 9 -1 -87 Gov t. Contract / Pnce List E..', Xerox Order Agreemant(s) 9 / 87 Installment Purchase or Term Lease Software License Terms and Conditions Customer No General Terms and Conditions 9 1 87 E I quipment Trade -In Terms and Contldbna 95 _ _ _ _ _ _ y�¢¢XA` rdWaef _ Extended Service (Warranty) Amendment SaQlsa Reo Emq. ilm•nt Purchase Time and CondBbps Negotiated Contract x S S y Om DEBORAH FAGER Awrat L4rp tbn les Rep order By (Please Pdm) sa Acknow Signature Signature R acceluea r« remx Title Date T' Date ,x, any wmaw — t Site Cleared: E] Yes ❑ No Order Agreement of _ Rorm695020-+-97) XEROX - D XEROX ?(ER F ° STATE AND LOCAL GOVERNME6'— eQU1PMENT Issue Date EQUITY PLAN August 15, 1985 (INSTALLMENT PURCHASE TERMS AND CONDITIONS) XEROX CORPORATION, XEROX SQUARE, ROCHESTER, NEW YORK 14644 :. 1.THE AGREEMENT . The XEROX ORDER AGREEMENT, the XEROX STATE AND LOCAL option, title and ownership will pass to Customer upon acceptance of GOVERNMENT EQUIPMENT EQUITY PLAN (INSTALLMENT PUR this Agreement by Xerox; rental on such In -Place units will terminate `CHASE TERMS AND CONDITIONS) contained herein, and the on the date of execution of this Agreement by Customer, unless Xerox specific XEROX STATE AND LOCAL GOVERNMENT PRICE LIST '. fails to accept this Agreement. The Equipment shall remain personal noted on the XEROX ORDER AGREEMENT and any other property and shall not become real property. Customer will not suffer agreements or terms and conditions, receipt of which is acknowl or permit any lien or encumbrance of any kind against the Equipment edged by Customer's initials on the XEROX ORDER AGREEMENT 'shall and will pay when due all assessments, taxes, franchise fees, levies or constitute the entire agreement between Customer and Xerox other governmental charges against the Equipment or its use. for the sale of Equipment purchased hereby, regardless of 6. RISK OF LOSS inconsistent or additional understandings or commitments, or terms Upon the Title Transfer Date, risk of Equipment loss and /or damage or conditions in Customer's purchase orders or other documents sub shall be with Customer. mitted to Xerox. This Agreement may be amended only by a written 7. DEFAULT 'instrument executed by both parties. Time is of the essence hereof and if Customer shall fail to pay when due 2. CUSTOMER Customer represents that it is a part of a state government or a any installment, or otherwise fail to observe, keep or perform any prove apolitical subdivision or a school, hospital or other institution operated sions of this Agreement required to be observed, kept, or performed, as part of a state or local government or if Customer ceases doing business as a going concern, or if a pets 3. PAYMENT tion is filed by oragainst Customer underanyof the provisions orchap ters of the Bankruptcy Act or any amendment thereto, or if Customer Customer promises to pay the total Cash Down Payment (Line C of shall make an assignment for the benefit of creditors or call a general the installment purchase section of the Xerox Order Agreement) in full .. meeting of creditors, orattempts an informal arrangement orcomposi prior to or concurrent with the Transfer of Title of the first unit of tion with creditors or if a receiver or any officer of a court be appointed Equipment purchased hereunder. The balance shall be due in the to have control of any of the property or assets of Customer or if number and amount of consecutive equal monthly installments also Customer makes or has made any misstatement or false statement of as shown in the installment purchase section of the Xerox Order fact in connection with this transaction, or if Xerox, in the exercise of Agreement commencing one (1) month after the Title Transfer Date seasonable discretion deems the Equipment to be in jeopardy, the full of the final unit purchased hereunder. If the Title Transfer Date falls '.remaining principal balance hereunder shall become immediately due on the last day of a month, monthly installments shall be due on the and payable at Xerox' option and without notice. If any of the fore last day of each succeeding month. Xerox will endeavor to send going occurs, Xerox shall have all of the rights and remedies of a Customer a monthly payment reminder invoice and Customer secured party upon default underthe Uniform Commercial Code orany understands and agrees that should Xerox encounter a delay in similar law as enacted in the State where the Equipment is located initiating the preparation and mailing of such monthly invoices, Xerox may enter upon the premises where the Equipment may be and Customer may receive more than one such monthly invoice for render the Equipment and Operating System or Applications Software payments due. Monthly payments are due regardless of the receipt of which Xerox has granted Customer the right to use in connection with invoices. Ire the event any invoiced installment is not paid when due, the Equipment unusable and /ortake possession thereof, and remove, Customer agrees to pay a late charge, where permitted by law, of one sell, lease or dispose of the Equipment and such Software and from the percent per month of the unpaid installment until paid or the max proceeds retain all sumsdue underthe termsof this Agreement, aswell imum late charge otherwise permitted by applicable law after the as all costs and expenses relating to the enforcement or preservation of expiration of any required grace period. its rights hereunder- including but not limited to reasonable attorney's Customer agrees that prior to or following acceptance of this fees and at its option seek a deficiency payment for the remainder of Agreement, Xerox may conduct a credit investigation. Based such sums due. In addition, Customer agrees at Xerox' request to thereupon, or if Customer has altered any of the Terms and Condi assemble the Equipment and Applications Software and make it avail tions contained herein and such alterations are not acceptable to ,able to Xerox at a place to be designated by Xerox that is reasonably Xerox, Xerox may revoke its acceptance and cancel this Agreement convenient to both parties. In addition, if Customer fails to pay when by written notice to Customer within sixty (60) days of Xerox accep due any installment or otherwise fails to comply with any provisions of tance of this contract. Upon such revocation Customer shall make the this Agreement, Xerox reserves the right to cancel any service or main Equipment immediately available to Xerox for removal; Customer shall tenance agreement entered into between Xerox and Customer with not be liable for placement, rigging, or removal charges, and regard to the Equipment. All rights and remedies of Xerox shall be payments made therefor shall be returned. cumulative and may be exercised successively or concurrently and Equipment Placement and Transportation Charges, any applicable without impairing Xerox' security interest in the Equipment. The fore :Sales Taxes and Excess Transportation Charges shall be invoiced to going is without limitation to or waiver of any other rights or remedies Customer separately and be payable in accordance with invoice of Xerox according to law. It is agreed that fifteen (15) calendar days terms. There are no additional charges due Xerox by Customer for ,shall constitute reasonable notice for the exercise of any right in the Excise Taxes, Insurance Premiums or Official Fees, event that applicable law specifically requires such notice. 4. SECURITY INTEREST Any breach by Xerox with respect to a unit of Equipment shall be `. Xerox reserves and Customer grants to Xerox a purchase money deemed a breach with respect to that unit only. security interest in the Equipment and any and all replacements, substi 8. USE AND LOCATION OF EQUIPMENT tutions, and repairs thereto, as well as any products and proceeds of :The following conditions .shall .apply until all installments due the foregoing for the purpose of securing the balance of the amount .hereunder are paid: due hereunder and all other promises and obligations of Customer to The Equipment will be kept at the installation address(es) and will .Xerox arising under this Agreement. Customer agrees to sign and axe not be moved without the prior written consent of Xerox, which con 'cute at any time alone or with Xerox any financing statements or other sent shall not be unreasonably withheld. Customer will not use or deal :documents which Xerox deems reasonably necessary to protect and with the Equipment in any manner which is inconsistent with the continue Xerox' security interest under this Agreement. Xerox is also terms of this Agreement, or any applicable laws and regulations. The granted an irrevocable power of attorney to execute such financing Equipment will not be misused, abused, wasted or allowed to :statements or other documents on Customer's behalf. Customer shall : deteriorate, except for ordinary wear and tear resulting from its in prevent and hold Xerox harmless against the assertions of prior liens, tended use. Xerox shall have the right to inspect the Equipment at any security interests or claims by third parties based on or derived from Treasonable time, wherever located. If any item of the Equipment shall .:claims against Customer to the extent permitted by applicable law be substantially destroyed or shall be damaged beyond repair due to When all of Customer's promises and obligations have been fully paid any cause whatsoever, Xerox shall have the right, upon written and satisfied, Xerox' security interest shall terminate. .demand to Customer to require Customer to pay within thirty (30) 5. TITLE days of the date of such demand, the full remaining principal balance. Title and ownership of the Equipment and any and all replacements, Xerox may mark the Equipment to conspicuously show that it has a substitutions and repairs thereto, shall pass to Customer in accordance security interest therein and Customer shall place no conflicting marks with the terms and conditions of the Xerox State and Local Govern or permit the Xerox mark to be removed or defaced. Customer shall ment Price List pertaining to equipment purchase. For Equipm ant ' bear all risk of loss or damage to the Equipment except such loss or already in place on a rental basis, which is not exchanged at Xerox' damage which results from the sole negligence of Xerox. Xerox Corporanr 2441 Mission C, s Blvd. Santa Clara. California 95054 408 9888800 December 10, 1987 X/A Ms. Deborah Swartfager, Town Manager Town of Los Gatos 110 East Main Street Los Gatos, CA 95031 Subject: Agreement for Purchase of 1090 Copier Dear Ms. Swartfager: In response to your letter of December 4, the language contained in Section 12, b of the Full Service Maintenance Terms and Conditions in the 1987 -88 State & Local Catalog is deleted, and is replaced by the following: "In any action by a party to enforce its rights hereunder, the non- prevailing party shall pay the prevailing party's costs and expenses (including reasonable attorney's fees) ". Xerox Corporation agrees to these changes. XEROX CORPORATION "I owfAA rl _T • \.—A —zt" Howard J. Sewell Account Manager Date: peep b-tv 10 t 1 16 1-- HS:hs XEROX Equipment Trade " Issue Date Terms and Conditions September 1, 1987 Supersedes Issue Date August 1 _19R7 Xerox Equipment Trade -In Information Model Serial # Trade -In Allowance Non -Xerox Equipment Trade -In Information Manufacturer Name /Model Serial # Current Xerox Maintenance X ❑ Agreement Yes No Total Trade -In Allowance A. TITLE AND RISK OF LOSS TO TRADED -IN EQUIPMENT Customer warrants that it lathe lawful owner of the Trade -In Equipment described above ("Equipment"); that such description is accurate; that EQUIPMENT is free from all claims and encumbrances, except as set forth below; that its transfer of EQUIPMENT is rightful; another it shall defend its title against the claims and demands of all persons. Title and risk of loss of the EQUIPMENT shall pass to Xerox upon removal of the EQUIPMENT from Customers premises. B. CONDITION OF TRADED -IN EQUIPMENT Except as provided in Paragraph II of this Agreement, Customer further warrants that EQUIPMENT is in working order, has UL label attached and, if Xerox EQUIPMENT, has a Xerox serial number plate attached and has not been altered from the original manufactured configuration, including Xerox initiated upgrades or retrofits, or if Non -Xerox EQUIPMENT, has not been modified except in accordance with UL approved procedures. Customer will maintain EQUIP- MENT in substantially its present condition until removed by Xerox. Customer agrees to remove all supplies, including toner ink and developer from Non -Xerox EQUIPMENT prior to the removal of the EQUIPMENT by Xerox. C. DELIVERY AND REMOVAL OF EQUIPMENT The EQUIPMENT must be located at the installation address of the replacement equipment being acquired, and shall be removed by Xerox at the same time that Customer accepts delivery of the newly acquired replacement equipment. The standard charge for the removal of the EQUIPMENT will be waived, except for excess rigging, for which there will be a charge, if appropriate. Q EARLY TERMINATION CHARGES Full Service Maintenance Agreement (FSMA) or Standard Maintenance Agreement (SMA) on Xerox EQUIPMENT shall be terminated as of the date the replacement equipment is installed. Early Termination Charges shall be waived if the Xerox Order Agreement for the replacement equipment includes Xerox FSMA, SMA, Equipment Services, or if Xerox does not offer FSMA /SMA on the replacement equipment. E. ACCEPTANCE BY XEROX The Trade -In is contingent upon acceptance by Xerox of the Xerox Order Agreement which is tendered herewith and pursuant to which the replacement equipment is to be furnished. F. ELIGIBLE EQUIPMENT TRADES Customer may trade a single (1) unit of non -Xerox equipment for a single (1) sold unit of Xerox equipment; up to three (3) units of Xerox equipment for a single (1) sold unit; or a single (1) unit of Xerox equipment for a single (1) unit of Xerox equipment installed pursuant to a Xerox Order Agreement for Equipment Ser- vices, except as noted in the Xerox Copier /Duplicator Product Family Trade -In Allowance Schedule. H. DETERMINATION OF XEROX EQUIPMENT TRADE -IN ALLOWANCE A. TRADES TO 1012, 1025 and 1038 EQUIPMENT Xerox Equipment traded -in to 1012, 1025 and 1038 Equipment will receive the full Trade -in Allowance indicated on the Xerox Trade -in Allowance Schedule. B. TRADED -IN EQUIPMENT CURRENTLY MAINTAINED PURSUANT TO AN FSMA /SMA Traded -In EQUIPMENT currently maintained pursuant to a Xerox FSMA /SMA will receive the full Trade -In Allowance indicated on the Xerox Trade -In Allow- ance Schedule. C. TRADED -IN EQUIPMENT NOT CURRENTLY MAINTAINED PURSUANT TO AN FSMA /SMA Traded -In EQUIPMENT listed in the Xerox Trade -In Allowance Schedule not currently maintained pursuant to an FSMA/ SMA will receive 80% of Trade -In Allow- ance in the attached Schedule if the EQUIPMENT is currently able to make copies. If the EQUIPMENT is not currently able to make a copy, butts capable of being repaired to make a copy, the EQUIPMENT will receive 50% of the Trade -In Allow- ance. This determination may require an inspection by Xerox, at Customer's expense. The Customer will have the option, if the Trade -In EQUIPMENT is not able to make a copy, upon request, to have the Trade -In EQUIPMENT inspected and serviced by Xerox, at Customers expense, so that it is able to make a copy, in order to qualify for 80% of the Trade -In Allowance. Customer's whose Traded -In EQUIPMENT is not currently maintained pursuant to an FSMA /SMA will receive an additional 10% of the applicable Trade -In Allowance, as determined above, if Customer orders an FSMA or SMA when ordering the replacement equipment. Ill. APPLICATION OF XEROX EQUIPMENT TRADE -IN ALLOWANCE A. APPLICATION TO UNFULFILLED FINANCE CONTRACT Except as provided below, Customer understands that upon acceptance of the Xerox Order Agreement for replacement equipment by Xerox, the unpaid time balance, recalculated to delete any finance charge unearned I' Prepayment"), shall be due immediately for any EQUIPMENT traded -in which was financed under a Xerox Equipment Equity Plan ( "Old Agreement") and, the remaining monthly minimum lease payments less any charges unearned ( "Prepayment' I shall be due immediately for any EQUIPMENT traded -in which was (eased under a Xerox Term Lease Agreement ("Old Agreement"). When the Prepayment is due immediately, Customer understands that the replacement equipment may not be installed nor the traded -in EQUIPMENT accepted by Xerox until all payments due under the Old Agreement and the Prepayment are paid by the Customer. Customer also understands that finance charges accrued on the unpaid principal balance from the order date to the installation date of the replacement equipment are due and payable when cited Any remaining Trade -In Allowance will be applied as stated in Paragraph III (e) or III (C) below. The Trade -in Allowance may be used in whole or in pan to offset an equal amount of the unpaid principal balance of the Old Agreement according to the following allocation: Applied to the amount owed on the trade -in EQUIPMENT $ B. APPLICATION TO PURCHASE PRICE OF REPLACEMENT EQUIPMENT The Trade -In Allowance will be applied to the purchase price of the replacement equipment in effect at the time the Xerox Order Agreement for the replace- ment equipment is signed. The Trade -In Allowance Schedule applies only to equipment currently offered for sale by Xerox to end users Applied to the purchase price of the replacement EQUIPMENT $ 'I I W . UT If Customer elects, as indicated above, to apply in whole the Trade -In Allowance for the EQUIPMENT financed under an Old Agri eement to the purchase pace of the newly purchased or Term Leased equipment, Xerox, at its sole option, may either A. ❑ Require the payment to be due immediately or B. ❑ Allow customer to continue making payments under the Old Agreement (or a Xerox Refinancing Agreement) and, if default occurs, comply with the terms and conditions set forth therein. If both boxes A and B are checked ( ✓) or if neither box is checked, Xerox shall be deemed to have selected option A. C. APPLICATION TO INVOICES ISSUED FOR EQUIPMENT SERVICES The Trade -In Allowance in whole, or in pan, will be credited in equal amounts to the first twenty four (24) monthly invoices issued following installation of the replacement equipment. Any remaining Trade -In Allowance due to the customer at the conclusion of the Initial Term will continue to be credited in equal amounts upon renewal of the equipment. Applied to Monthly Invoices $ IV. SOLD EQUIPMENT TRADE -IN TO ORDER AGREEMENT FOR EQUIPMENT SERVICES A, For Xerox Equipment, the Trade -In Allowance will be three - fourths (75 %) of the applicable value as determined in Section II. above. B. For Non -Xerox Equipment, the Trade -In Allowance will be the full Trade -In Allowance indicated on the Xerox Competitive Trade -in Allowance Schedule in effect upon Customer's execution of the Xerox Order Agreement for Equipment Services. 60741 EQUIPMENT PURCHASE PRICES Product Type Purchase Reorder Number Model L1 Price uantit iL Per Unit N81 N89 Xerox 1050 Processor (NM) (5) (6) .•• ••_.• „•,..• .................... 1 -2 units 59,920.00 Recirculating Document Handler 3 or more 9,260.00 ....................... ...... 1 -2 units 3,230.00 N92 finisher 3 or more 3,030.00 ................... ............................... 1 -2 units 995.00 N86 Automatic Document Feeder 3 or more 945.00 . ............................... 1 -2 units 1,520.00 N90 Sorter 3 or more 1f130.00 .................... ............................... 1 -2 units 1,615.00 N94 - Electronic Audition 3 o more 1,535.00 ....... ............................... I. 1 or more 285.00 N95 Mechanical Auditron ........ ............................... f or more 402.00 K50 Xerox 1065 Processor (NM) ........... ............................... 1 or more 19,945.00 K51 Recirculating Document Handler ............................. 1 or more 3,800.00 K86 Finisher ................... ............................... 1 or more 11900.00 K52 Automatic Document Handler . ............................... 1 or more 11995.00 KBS Sorter .................... ............................... 1 or more 1,710.00 39N (980223) Computer Forms Feeder (ADH) ............................. 1 or more 565.00 40N (98K1071) Computer Forms Feeder (RDH) 1 or more 565.00 ”- Electronic Audition ........ ............................... 1 or more N/C 98K1461 Mechanical Auditron ........ ............................... 1 or more 402.00 C55 Xerox 1075 Mainframe Simplex (Processor)(RM)(5) for ................. more 45,955.00 C59 /C65 Recirculating Document Handler ............................ 1 or more 6,005.00 C63 Finisher for Recirculating Document Handler ................ 1 or more 3,305.00 C91 Semi - Automatic Document Handier ........................ ...................... or more 950.00 C93 Sorter (s) ..................... ............................... 1 or more 2,850.00 C66 Reduction ................... ............................... 1 or more 1,995.00 C67 Duplex ...................... ............................... 1 or more 950.00 M57 Continuous Forms Feeder for Recirculating Document Handler 1 or more 21610.00 "' Electronic Audition ......... ............................... 1 or more N/C K70 Mechanical Audition ......... ............................... 1 or more 402.00 30N Automatic Folder Stapler ... ............................... 1 or more 3820.00 57N Paginator Plus ............. ............................... 1 or more 8,075.00 MOB/M06/M13 Xerox 1090 Mainframe Processor (Intl Document Handler /Catch Tray) (NM) 1 or more 74,385.00 M11 Finisher .: ......... .......... ........... 1 or more 31300.00 P96 Red uctlon /Enlargement ........: ............ 1 or more 2,115.00 P97 Duplex ......... .......... ormore 950.00 P98 Mechanical Audition ......... ............................... 1 or more 402.00 30N Automatic Folder Stapler ... ............................... for more 3820.00 57N Paginator Plus ............. ............................... 1 or more 8,075.00 969 685 Xerox 8200 w /Finisher(RM) lormore 17,575.00 Xerox 9500 w/Variable Reduction w/o Sorter (RM) 1 or more 685/895/357/377 Xerox 9500 wNariable Reduction w/ Sorter (RM) • . . . . . . . . . . . . . i 80,750.00 920 Xerox 9900 (RM) " """' • • • •' ................... or more 85,500.00 392/562/792 ............................... Xerox 6500 (RM) (3) 1 or more 123,285.00 ................. ............................... 1 or more 26,149.00 ' The Sorter quantity purchase (1) RM = Remanufactured, price levels above are applicable only when purchased and installed with the mainframe model. NM =Newly Manufactured. Xerox reserves the right to change equipment manufacturing classification (2) Terms for quantity Purchase: seepages4and5. by Amendment. (3) l ncludes Mandatory Color contrast Control. (4) Must be ordered with a Stand (98293). (5) Processor includes platen selected. cover (104511048 Kit #98S90474,1040,1050 Kit fi9BK9B0; 1075 Kit #985129) at no additional charge If RDH, ADO. SADF or SADH as applicable not (6) if a 1050 configuration Is selected with an RDH but without a Finisher, an Offsetting Catch Tray (98590465) is required. 12 PURCHASE TERMS AND r:ONDITIONS Equipment: Equipment, otherthan In -Place Equipment, will be newly manufactured, remanufactured or used as indicated on the price list. Purchase price includes transportation, operator training and where applicable, warranty on parts and labor within the 48 contiguous States and D.C. For equipment delivery outside the continental United States please refer to the Supplemental Terms and Conditions for the State of Hawaii and Alaska, Commonwealth of Puerto Rico, the Virgin Islands, and Western Pacific Trust Territories. 2. Newly Manufactured Definition: Newly manufactured equipment means newly assembled equipment which may contain used components that have been reprocessed to assure machine compliance with product performance and reliability specifications. 3. 4. 5. Remanufactured Equipment Definition: Remanufactured equipment means equipment which has been subject to the following factory processes at a Xerox plant: (1) Disassembly to predetermined standards established by Xerox Corporation for each model, (2) cleaning, (3) refinishing, (4) inspection and testing to new machine test standards, (5) replacement of defective components with new, remanufactured, or used components, and (6) installation of all retrofits designated by Xerox as field mandatory as of the date of machine installation. Components which are not new are those which in Xerox' technical experience will not affect machine performance. The purchase warranty for Xerox remanufactured equipment is identical to Xerox' newly manufactured equipment purchase warranty. In addition, Xerox remanufactured equipment is eligible for the same Full Service Maintenance terms and conditions as newly manufactured equipment. Delivery /Removal Terms: a. DELIVERY: COPIERS, DUPLICATORS, ENGINEERING PRODUCTS AND ACCESSORIES: Shipment of equipment to points in the 48 contiguous states and D . will be made by common carrier and delivered uncrated to the point (room) of installation in consideration for payment of the "Equipment Placement Charges shown on page 10. This charge is exclusive of rigging. Expenses resulting from carrier delay or aborted delivery caused by the Customer shall be paid by the Customer. b. REMOVAL: Customer -owned Equipment being purchased through the Xerox Equipment Equity Plan which is cancelled because of lack of funds or default, the Equipment Removal charge shall be the Rental Removal charge(s) as shown on page 10. This charge is exclusive of rigging. Expenses resulting from carrier delay or aborted removal caused by the Customer shall be paid by the Customer. C. RIGGING: Any delivery to the point of installation where adequate access is not available, requiring movement of equipment up stairways, through windows, etc. and rigging is required, will be quoted and billed by Xerox as an open market item. 2) Additional Warranty (not applicable to equipment on Xerox' Full Maintenance, Standard Maintenance nor equipment purchased under Option -to- Purchase): Xerox warrants the parts in newly manufactured and remanufactured equipment to be free from defects in material and workmanship for one year from the date the Equipment was first installed. Other than those parts excluded below, Xerox will replace and install (on an exchange basis) parts which have been promptly reported either defective or nonfunctioning, and are so verified by Xerox upon inspection. Replacement parts may have been used and reprocessed in accordance with Xerox specifications. The following parts are specifically excluded from this additional warranty: lamps, flexible belts, photoreceptors (belts and drums), cleaning brushes, paper transport rollers (pressure, fuser and retard), and filters. This additional warranty also shall not cover adjustment or repair required because of negligence, misuse, or machine alteration by other than Xerox personnel. b. OTHER THAN THE OBLIGATION OF XEROX EXPRESSLY SET FORTH HEREIN, XEROX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING CONSTITUTES XEROX' SOLE OBLIGATION WITH RESPECT TO DAMAGES, "WHETHER DIRECT, INCIDENTAL OR CONSEQUENTIAL RESULTING FROM THE USE OR PERFORMANCE OF THE EQUIPMENT OR FROM DEFECTS IN DEVELOPER OR OTHER SUPPLIES. 6. Equipment Purchase: Title and risk of loss shall pass to the Customer upon installation of the equipment. 7. S. Warranties - Equipment and Accessories: a. Applicable to all equipment and accessories except for equipment purchased under Option -to- Purchase (There is no Warranty provided for purchases under Option -to- Purchase). 1) 90 -Day Warranty: Xerox will keep purchased machines in good working order, and will make all necessary adjustments, repairs, and parts replacements without charge, during normal working hours on an exchange basis, upon Customer's request, for a period of ninety 9. (90) days from the date of installation, with the exception of Model 1012 which has a 36 month Warranty, provided that such adjustment, repair or parts replacement is not required because of negligence, misuse, or equipment alteration by other than Xerox personnel. Replacement parts may have been used and reprocessed in accordance with Xerox specifications. The installation date shall be the date on which the Equipment is determined by Xerox to be operating satisfactorily and is ready for Customer use, except the Warranty Period for the Direct Shipped 1012, 1025, 1038 and 2510 Copiers shall commence on the Customer Equipment Receipt Date. The Customer Equipment Receipt Date will be assumed based on Xerox' estimated shipmenttime. Option to Purchase: a. Title shall pass to the Customer (and rental will terminate) on the date of the official purchase order which must contain the meter readings as of that date except provided in Paragraph 10d and 10e on Page 5. b. The rental accrual is not transferable from one machine to another except for machines which were replaced at the initiation of Xerox for mechanical reasons. When so replaced, the rental accrual will be transferred to the replacement machine. C. The Option To Purchase terms are applicable only to machines continuously rented under these contracts, and are applicable regardless of the rental plan used. Attachment of Non -Xerox Accessories to Customer -Owned Xerox Equipment: Xerox Personnel will not install or connect non -Xerox attachments and will not be responsible for obtaining UL listing for such attachments. Full Service Maintenance or Time and Materials repair service charges will be provided for Customer -owned Xerox equipment with non - Xerox accessories attached when such accessories comply with the "Xerox Attachment Policy ", which requires a Xerox interface harness. The Customer may purchase from Xerox an interface harness for equipment for which a harness is available. The charge for the interface harness, and its installation, will be quoted at the established commercial price in effect at the time. Upon installation, the interface wiring harness will become the property of the Customer. Terms for Quantity Purchase: The quantity purchase must meet all of the following terms: a. Definition: Quantity Purchase used herein is based on the first and subsequent multiple quantity price breaks. b. Single purchase order, with a single billing address. C. The purchase price is determined by the quantity of models ordered. All products shown on pages 11 and 12, excluding the 6500, may be mixed to achieve the quantity purchase level shown for those products listed on pages 11 and 12. The "mixing" of any combination of these products (excluding the Model 6500) applies to new business orders, orders for In -Place equipment, lease to sale trade orders or any combination thereof. NOTE: Placement charges are waived on quantity purchases. 11 1111r, 91 E SUPPLEMENTAL DATA -- FOR INFORMATION ONLY (Open Market Items) 1. Xerox Equipment Trade -in Program: Xerox Corporation has available for Customers eligible to use this Price List a Xerox equipment trade -in program applicable for equipment being purchased outright (not under Option - to- Purchase Terms). This program is available as an open market item (not part of this Price List) and is subject to change without notice. Contact your Xerox Marketing Representative for specific information. 2. Xerox Return to Rental Program: Xerox Corporation has available for Customers eligible to use this Price List a Return to Rental Program. Customers can trade -in their purchased Xerox Copier(s) and use the trade -in value towards a reduction in the rental price of another copier. 3. Xerox Equipment Equity Plan: Xerox Corporation has available for customers eligible to use this Price List an Installment Purchase Agreement called the Xerox Equipment Equity Plan (XEEP) which is not part of this price list LM and the interest rate and terms and conditions of which are subject to change without notice. If Customer is interested in utilizing this agreement in the purchase of Xerox Equipment, please contact your Xerox Marketing Representative for a specific proposal, including down payment and interest rate information. When equipment is purchased under the installment purchase agreement, all Purchase terms and conditions related herein plus the terms and conditions of such agreement will apply. 4. Xerox Term Lease: In addition to the rental plans offered herein, Xerox offers Term Lease as an open market item for use in selected states. Customers interested in utilizing this method of procurement should contact their Xerox Marketing Representative. When equipment is purchased under Term Lease all terms and conditions related to such transactions herein plus the terms and conditions of such agreementwill apply. d. Delivery locations must be specified at time of order. f. Customers exercising this option will receive 90 days e. Delivery date must be specified; not to exceed 180 days warranty and the Period of Assured Availability of Full from date of order. Service Maintenance or Standard Maintenance as shown f. Within 60 days from date of order delivery dates and locations may be altered, and reduced, for on pages 64 and 65. Customers quantities g. may convert from an On -Site Demonstration undelivered units. (free trial) to this rental accrual with Option -to- Purchase g. If the quantity specified in the purchase order is Plan. subsequently reduced to a lesser quantity price break, h. Conversions of In -Place equipment to and from the 30, 60 Xerox will invoice the difference (for all units delivered) and 90 day commitments are not permitted. between quantity price invoiced and correct quantity price. 11. Equipment Maintenance: Maintenance during the warranty h. Equipment purchased under "Option -to- Purchase" is not period will be performed during Xerox' normal business eligible for Quantity Purchase as follows: hours, Monday through Friday, exclusive of holidays observed 1) The Option -to- Purchase price of the In -Place unit(s) by the Customer or Xerox. will be the standard OTP allowance applied to the Work to be performed outside Xerox' regular working single unit price. hours, if requested by the Customer, shall be provided on an "if available" basis only at Xerox' "after hours" service rates. 10. Equity Accrual Credit: Equity accrual credit may be applied against the purchase price of the Models 1025, 1038, 1040, 12. Guaranteed Service Response Time: Applicable to 1048, 1050, 2020, r 6500, and 7060 per the the Equipment on Xerox Full Service Maintenance (FSM) and folio following terms and conditions. ions. t Standard Maintenance (SM). If service is not provided within a. Applicable to new business orders, including machine 9 consecutive regular working hours after notice is given by trades. (Standard Termination Charges apply if the trade the Customer, a credit for inoperative equipment time is a "downgrade "). exceeding such 9 hours may be allowed at the request of the It. Credit accrual will apply to equipment currently installed Customer if the Equipment is within the 48 contiguous states under a Contract Period, Extended Term or Long Term and D.C. and within 30 miles of a Xerox Branch or Sales Office Rental Plan. (for Equipment located within 30 to 60 miles, the time c. On the 30th, 60th or 90th day of rental installation, exceeding 18 hours will be used). Any credit allowed under Customer can exercise Option -to- Purchase and receive a this provision will be in the form of a credit memo. Credit sale credit equal to one, two, or three months minimum shall becomputed asfollows: rental charge only, respectively. This provision applies to Equipment on a meter FSM and SM basis: 1/30 of the accessories if rented for an equal time frame. monthly minimum for each day (or pro rata share for a partial d. Customer must provide a Purchase Order or a written day based on 9 hours or 18 hours) in excess of the 9 hours or notice of intent to purchase the Equipment no less than 18 hours provided that the FSM or SM minimum monthly 15 days prior to the 30th, 60th or 90th day of rental charge was not attained because of the lack ofservice. installation. Equipment and accessories on a flat monthly FSM and SM e. In all cases the effective date of purchase (or title charge: 1130 of the monthly charge for each day (or pro rata transfer) will be the 31st, 61st or 91st day of rental share based on 9 hours or 18 hours) in excess of the 9 hours R installation. Purchases occurring after the 91st day will or 18 hours. receive standard Option -to- Purchase (OTP) rental allowance. SUPPLEMENTAL DATA -- FOR INFORMATION ONLY (Open Market Items) 1. Xerox Equipment Trade -in Program: Xerox Corporation has available for Customers eligible to use this Price List a Xerox equipment trade -in program applicable for equipment being purchased outright (not under Option - to- Purchase Terms). This program is available as an open market item (not part of this Price List) and is subject to change without notice. Contact your Xerox Marketing Representative for specific information. 2. Xerox Return to Rental Program: Xerox Corporation has available for Customers eligible to use this Price List a Return to Rental Program. Customers can trade -in their purchased Xerox Copier(s) and use the trade -in value towards a reduction in the rental price of another copier. 3. Xerox Equipment Equity Plan: Xerox Corporation has available for customers eligible to use this Price List an Installment Purchase Agreement called the Xerox Equipment Equity Plan (XEEP) which is not part of this price list LM and the interest rate and terms and conditions of which are subject to change without notice. If Customer is interested in utilizing this agreement in the purchase of Xerox Equipment, please contact your Xerox Marketing Representative for a specific proposal, including down payment and interest rate information. When equipment is purchased under the installment purchase agreement, all Purchase terms and conditions related herein plus the terms and conditions of such agreement will apply. 4. Xerox Term Lease: In addition to the rental plans offered herein, Xerox offers Term Lease as an open market item for use in selected states. Customers interested in utilizing this method of procurement should contact their Xerox Marketing Representative. When equipment is purchased under Term Lease all terms and conditions related to such transactions herein plus the terms and conditions of such agreementwill apply. Full Service Maintena B (Throughout the terms and conditions stated below, Full Service Maintenance is referred to as "FSM ") Part I -- Terms and Conditions Applicable to All Machine Models and Price Plans, 2. 3. PERIOD OF ASSURED AVAILABILITY OF FSM a. Initial Period of Availability -- Xerox will honor FSM orders which become effective on the date of purchase (or the expiration of the 90 day, (or 36 month for Model 10121, purchase warranty, if applicable) for the initial period as specified in Table 1, page 64. Orders will be honored during the initial period at prices, terms and conditions in effect at the time the service is provided. b. Extended Period of Availability -- 90 days prior to the expiration of the initial period of Assured Availability, regardless of where that date falls within the price list period, Xerox, subject to its evaluation and /or inspection of the equipment, may accept the renewal of FSM. For Extended Period Service, Xerox does not represent that it will be able to maintain the Equipment in good working order, and the machine replacement provision described in DESCRIPTrION OF FULL SERVICE MAINTENANCE Period Service. a. During the term of this Agreement, Xerox will maintain the equipment in good working order. Service will include: 1) Unscheduled repairs upon request by the Customer during Xerox' normal business hours. 2) Ongoing maintenance as defined by the current Xerox service policies applicable to the respective products, which includes; lubrication, cleaning, adjustments, and the replacement of parts which are unserviceable. 3) The unserviceability of parts will be solely determined by Xerox, and replaced on an exchange basis. Replaced parts will become the property of Xerox. b. During any Extended Period Xerox will provide service on the same timely basis as equipment in its initial period. Xerox does not represent, however, that it will be able to maintain the equipment in good working order in accordance with its service policy as amended from time to time. Service in the Extended Period will include: 1) Unscheduled repairs upon request by the Customer during Xerox' normal business hours. 2) Ongoing maintenance as defined by the Customer during Xerox service policies applicable to the respective products, which includes; lubrication, cleaning, adjustments, and the replacement of parts which are unserviceable. 3) The unserviceability of parts will be solely determined by Xerox, and replaced on an exchange basis. Replaced parts will become the property of Xerox. c. If the Customer requests service outside the terms herein, it will be furnished in accordance with the hourly rate provisions on an "Open Market" basis. d. Xerox will install on -site engineering improvements bearing the internal Xerox designation "mandatory retrofit" which is placed on the same model of Xerox rental equipment, except that if the equipment has not been subject to an FSM continually from the expiration of the purchase equipment warranty, only such retrofits as are introduced by Xerox during the term of FSM will be installed. ACCEPTANCE BY XEROX OF FULL SERVICE MAINTENANCE a. Full Service Maintenance is only available for equipment having a valid Xerox serial number and UL listing. b. Equipment purchased from Xerox and /or serviced on other than a Full Service Maintenance (FSM) or Standard Maintenance (SM) basis which has been installed for less than five years or seven years as appropriate, from the Warranty Expiration Date or the Equipment Installation Date, whichever is appropriate, is eligible for conversion from Time and Materials Service to either FSM or SM subject to inspection of the Equipment and repairs and parts replacement necessary to bring the Equipment to Xerox standards. Customer shall pay a charge for inspection and conversion based on the hourly rate and call charge for Time and Materials Service and the Xerox Parts Price List. Parts replacement shall include replacement of the photoreceptor. C. Equipment will not be accepted for FSM or SM if five years has elapsed from the Warranty Expiration Date or the Equipment Installation Date or if the Equipment cannot be brought to Xerox standards. In the event Equipment is not placed on FSM or SM after an inspection requested by Customer, Customer shall nevertheless pay all charges attributed to such inspection. M d. Engineering and Graphic Products: Equipment purchased from Xerox and serviced on other than a Full Service Maintenance basis for less than one year from the Warranty Expiration Date is eligible for conversion to Full Service Maintenance, subject to inspection and acceptance of the Equipment by Xerox. Any such inspection requested by the Customer shall be at Customer's expense and at the Xerox Time and Materials rate then in effect. Equipment that is accepted for conversion to FSM during this first year must meet Xerox FSM product standards as determined solely by Xerox. For Equipment that does not meet such standards, Customer agrees that the correction of such deficiencies shall be made by Xerox at Customer's expense at the Xerox Time and Materials rates then in effect. El. Xerox reserves the right not to accept orders requiring FSM in those areas which are remote or not readily or adequately serviced by Xerox. 4. SERVICES NOT INCLUDED Services not included in FSM will be charged in accordance with the Xerox Time and Materials rates then in effect. Those services not included in FSM are, but are not limited to, the following; 1) optional retrofits, 2) services connected with relocation of equipment (see paragraph 5), 3) adding or removing accessories, attachments or other devices, 4) exterior painting or refinishing the equipment, 5) the performance of normal operator functions as described in Xerox Operation Manual(s), 6) repair of damage from any cause whatsoever, except that caused by the sole negligence of Xerox, 7) increase in service time resulting from either operator neglect, unique applications, or defective supplies etc. and, B) the furnishing of supply items. 5. RELOCATION OF EQUIPMENT During the relocation, charges for FSM will continue without interruption. a. Relocation by Xerox -- The 'Equipment Relocation' terms shown under Rental Terms are applicable. b. Relocation by Customer -- Xerox reserves the right to examine the machine at the new site. If repairs are required, Xerox will submit a quotation for the repairs. If charges are approved by the Customer. FSM service will resume at the new site (after repairs). If not accepted by the Customer, FSM will be cancelled effective immediately with no further obligation to either party. NOTE: Any technlal service assistance (at the old or new site) requested by the customer in connection with the relocation will be billed at the hourly labor rated shown elsewhere herein. 6. ACCESSORIES a. Any accessory purchased from Xerox for which FSM pricing is available shall be subject at the time of its attachment to equipment or at the expiration of its purchase warranty, whichever occurs later, to the terms and conditions of FSM at the FSM prices then in effect. The price plan and term of FSM with respect to such accessories shall be identical with that of the mainframe. Xerox , however, may terminate FSM upon written notice if any accessory is attached to the equipment, which accessory, within 30 days prior to that attachment, was either: 1) subject to FSM and more than five (5) years have elapsed from the accessory's purchase warranty expiration date; or 2) not subject to FSM and more than two (2) years have elapsed from the accessory's purchase warranty expiration date. Xerox also may terminate FSM at any time upon written notice if any Xerox accessory attached to the mainframe, and for which no FSM pricing is available, cannot, in Xerox' sole discretion, be maintained in good working order and Customer does not remove or replace such accessory upon notice from Xerox. b. Any Xerox accessory forwhich no FSM pricing is available and which is attached to the mainframe will be serviced during the term of FSM as part of the normal service of the mainframe. However, in the event Xerox, at its sole discretion, can no longer maintain such accessory in good working order, Xerox will notify the Customer to remove or replace such accessory. Failure to remove such accessory will result in termination of the FSM (forthe mainframe). 7. REPLACEMENT OF MACHINES AND ACCESSORIES If during the Initial Period, Xerox, in its sole judgment, cannot maintain the equipment in good working order, Xerox shall replace the equipment with another unit in good working order of the same product designation subject to the following provisions: Full Service Maintenan- Part I n- Terms and Conu.Jons Applicable to All Machh.- Models and Price Plans (Continued) a. If Xerox, in its sole judgment during period of assured availability, is unable to maintain Equipment in good working order, Xerox shall replace Equipment with equipment of the same model with the same capabilities or equipment of a different model with comparable capabilities. If replacement unit is a product of greater capabilities, Customer agrees to pay then current FSM rates for the replacement unit. If a replacement unit is required, all Equipment placement, removal, transportation and rigging costs shall be borne by Xerox. If Equipment is an Engineering and Graphic Product Mainframe and Xerox determines a replacement unit for the same model is no longer available, Xerox may discharge its obligations under this Paragraph by making payment to Customer equal to the Trade -In Value based on original List Price or current List Price of such Equipment, whichever is greater. b. if Xerox cannot maintain an accessory for which FSM pricing is available in good working order, it shall replace that accessory in accordance with the above conditions but shall have no obligation to replace the mainframe and /or any accessory which Xerox determines to be in good working order. c. The machine replacement provision above does not apply to the Extended Period; d. If the equipment is replaced, the replacement unit is allowed the balance of the initial period of assured availability remaining on the unit replaced. NOTE: No additional warranty will apply to the replacement unit.. B. EQUIPMENT EVALUATION During the fifth year of Initial Period for newly manufactured or remanufactured equipment or seventh year (as specified for the particular period of equipment in Table I, Initial Period of Assured Availability of FSM), Xerox reserves the right to evaluate the machine and determine if an off -site renovation at Xerox expense or replacement is necessary to maintain the equipment in good working order for the remainder of the Initial Period. The renovation does not include a replacement unit during the period of renovation. 9. FORCE MAJEURE Except for the obligations of payment set forth herein, neither Xerox nor the Customer shall be responsible for failure of performance of contracts resulting from orders placed hereunder, due to causes beyond its control including, but not limited to, work stoppages of Xerox employees or employees of others, fires, civil disobedience, civil commotions, riots, rebellions, insurrections, acts of God, and similar occurrences. tO.WARRANTY OTHER THAN THE OBLIGATION OF XEROX EXPRESSLY SET FORTH HEREIN, XEROX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. XEROX SHALL NOT BE RESPONSIBLE FOR DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM THE USE OR PERFORMANCE OF THE EQUIPMENT OR THE LOSS OF USE OF THE EQUIPMENT. 11.INVOICING a. Customer shall submit equipment meter readings to Xerox on forms provided by Xerox. Xerox shall have free access to the equipment to ensure the accuracy of the meter readings. b. Metered unit copy charges are invoiced upon receipt of Customer's meter card, except that if the Customer's meter card is not received by Xerox on a timely basis the unit copy charges may be estimated by Xerox and invoiced accordingly. c. The monthly /quarterly minimum charge and the copy allowance are pro -rated during any calendar month /quarter that the equipment is installed for less than the full month /quarter. For billing purposes, all applicable monthly charges shall be adjusted on the basis of the number of calendar days covered by the billing period using a 30 -day month. d. Frequency: 1) Customers on CP Plans will submit meter readings at the end of each month and will be invoiced for Monthly Minimums and excess copy charges on a post monthly basis. 2) Post Quarterly Billing: Excess copy charges, over the Semi - Annual Allowance, will be billed at the end of each six month period forthe Firm Contract Plan, Fiscal Year Plan, or Price List period, whichever applies. Customers on QCP Plans will submit a meter read at the end of each six month period for Firm Contract Plan, Fiscal Year Plan or Price List period, whichever applies. The quarterly Minimum Charge will be invoiced in arrears at the end of each three calendar month period, Firm Annual Plan, Fiscal Year or Price List period, whichever comes first. e. The FSM rates are those in effect upon the date of commencement of the FSM Agreement (not on the date of the order). 12.81REACH OR DEFAULT a. If Customer does not pay the amounts due hereunder or breaches any of the terms of FSM, or if a petition is filed by or against Customer under any of the provisions or chapters of the Bankruptcy Act or any Amendment thereto, Xerox, in addition to any other legal remedies it may have, may terminate FSM effective upon written notice to Customer. b. Customer, where permitted by law, agrees to pay to Xerox reasonable attorney's fees and legal expenses incurred in exercising any of its rights and remedies upon breach of FSM by Customer. PART II -- Applicable to Pia CP, and Plan QCP 1. PERIOD OF COMMITMENT (For Renewal of Contracts, seepage 7, paragraphs 9, 10, and 11) a. Plans CP and QCP- Contract Period: The contracted period will be from the initial commencement of FSM to the end of the Price List period (renewals of FSM from the previous Price List will be for the entire Price List period). b. Plans CP and QCP- Contract Period (Fiscal Year Option): The contracted period will be from the initial commencement of FSM to the end of the Customer's current fiscal year (renewals of FSM from the Customer's previous fiscal year will be for the entire fiscal year). c. Plans CP and QCP - Contract Period (Firm Contract Option): The Contracted period will be for twelve months from the first day of the calendar month following the initial or conversion commencement of the FSM. If the order /conversion occurs on the first of the calendar month, the term shall be for twelve full months. NOTE: TheFiscal Vear option is not available for use by Private Non - Profit Schools Systems, Private Non- profit College s and Universities nor to Private Non - Profit Hospitals, or contratton as definetl herein. 2. CANCELLATION OF FSM (Early Termination Charges) a. Plan CP and QP (including Fiscal Year and Firm Contract Options): For cancellation at the end of the contracted period 30 day prior written notice is requested. If cancelled any other time, 30 day prior written notice is required and termination charges will be due and invoiced in the amount of two (2) times the monthly minimum charge; Or for those plans with a quarterly minimum charge, two- thirds (2/3) of that charge. The termination charge will be prorated if cancellation occurs during the last sixty (60) days of the Agreement. Proration will be on the basis Of 1/60 of the termination charges specified above for each day after cancellation to the expiration date of the Agreement. b. Cancellation by Xerox Xerox may cancel (with prior notice) under any of the following 1) At the expiration of the 'Initial Period' or 'Extended Period' but effective only at the end of the contracted period. 2) If the is placed in an area which violates Xerox published space, electrical, or environmental requirements. 3) If equipment is moved to an area where FSM is not available. 4) If equipment is modified, altered or damaged by other than Xerox employees. 5) If Customer fails (after notice by Xerox) to discontinue use of any supply item which causes machine damage or excessive service, does not meet any Xerox published minimum physical property guidelines. 6) If Customer refuses an off -site machine renovation as specified in Part 1, Paragraph 7. 7) If Equipment is not relocated in accordance with Part 1, Paragraph 5. 8) If any non -Xerox accessory attached to the mainframe is, in Xerox' sole discretion, the cause of equipment malfunction and Customer does not remove or replace such accessory upon notice from Xerox. 3. EXCEPTIONS TO TERMINATION CHARGES a. 'LACK OF FUNDS: If the funding authority of a State Government or Political Subdivision fails to appropriate funds to enable the Customer to continue payment of FSM, the Customer may cancel without termination charge provided Xerox receives at least 30 days prior written notice stating; 1) the lack of appropriated funds as the reason for termination, or 2) the Customer (machine user) has been disestablished or discontinued. 'NOTE: This -funding -out- provision is not appliable to Private Non - Profit Schools Systems, Private Non - Profit Colleges and Universities, nor to Private Non - Profit Hospitals, or contractors as defined herein. b. if the Equipment is installed under an FSM Agreement and is traded -in for another Copier /Duplicator purchased from Xerox and an FSM Agreement is executed for the incoming equipment at the time of the trade -in order, Termination Charges shall be waived. c. FSM Agreement on equipment within the Extended period of Eva ilability may be ca ncelled without Term ination Charges. d. Accessories may be cancelled anytime with 30 day prior written notice, without Termination Charges, providing the accessory is removed from the mainframe. 4. PRICE PLAN CONVERSIONS a. From a Fiscal Year Option Plan or a Firm Contract Option Plan to Plan CP and Plan QCP is not permitted. b. Tothe Firm Contract Option is not permitted. FSM RENEWALS Referto page 7, paragraphs 9 and 10. 12 11 rim III TOWN USE ONLY Date - - -t c ebcr..lfi,..1 87.. Req. No. Dept. 34. 3P -get TO: TOWN OF LOS GATOS PURCHASE ORDER Town of Los Gatos is exempt ®y from Federal Excise Tax and Finance Charges. PURCHASE ORDER NO. 70885 This order No. must appear on all invoices, bills of lading, and correspondence. Not valid without Purchase Order No. and signature of Purchasing Agent. All purchases are subject to the conditions printed below. Mail two copies of your invoice to PURCHASING AGENT P.O. BOX 949 LOS GATOS CA 95031. All purchases prepaid freight. Xerox Corp. Deliver All Merchandise To: Los Gatos, California 95030 OUAN- TITY UNIT DESCRIPTION ACCOUNT TO Be CHARGED UNIT PRICE AMOUNT Xerox 1090 Of 08) Copier w /Duplex, 80 750.JU RED/ENL and Finisher Xerox 8200 Trade -In Protttotional and Other 9 300.;10 (11.317.43) Finance Charge 3.9% 6.180 3 60 mo. Pa vtents re $1 110.21 TERMS AND CONDITIONS 1. Statements and /or invoices must he rereived by 17-An �t , SUB TOTAL DISCOUNT STATE TAX TOTAL AMOUNT 066,612.61 Wednesday preceding first Monday of each month. 2. The Town of Los Gatos will not be responsible for articles or services furnished officials or employees without a Purchase Order signed by the authorized purchasing agent. 3. The right is reserved to purchase in the open market and to charge the difference to the Vendor in the event that deliveries are not made at the time specified in the bid or contract. 4. Whenever a delivery is rejected the Vendor shall be notified and given reason for the rejection. All rejected deliveries shall be held at Vendor's risk and he shall bear the expense of removal. -F AUTHORIZED SIGNATURE Payments are mailed on the 10th of each month. DATE TOWN USE ONLY Date ...Z?ssS:@se %.1.p.. -.19$7 . Req. No. __ ................... °........ Dept. 'Manager TO: TOWN OF LOS GATOS :41114 J Town of Los Gatos is exempt ® 0 from Federal Excise Tax and Finance Charges. PURCHASE ORDER NO. 70585 This order No. must appear on all invoices, bills of lading, and correspondence. Not valid without Purchase Order No. and signature of Purchasing Agent. All purchases are subject to the conditions printed below. Mail two copies of your invoice to PURCHASING AGENT P.O. BOX 949 LOS GATOS CA 95031. All purchases prepaid freight. Xerox Corp, Deliver All Merchandise To: Los Gatos, California 95030 DUAN- TITY UNIT DESCRIPTION ACCOUNT TO BE CHARGED UNIT PRICE AMOUNT Monthly hfaintenmwe (CP) for Xerox 1090 (1118) w /Diplesj RhD /ENL €i Finisher Xerox 1090 431.J0 Duplex 46. 0t) RED /ENL 31.&0 Finisher 27.00 0065 per copy in U excess of 40 000 TERMS AND CONDITIONS 1. Statements and /or invoices must he received by 1200 Nnn., L - EtSITATE OUNT S 535.Uu /mo, Wednesday preceding first Monday of each month. 2. The Town of Los Gatos will not be responsible for articles or services furnished officials or employees without a Purchase Order signed by the authorized purchasing agent. 3. The right is reserved to purchase in the open market and to charge the difference to the Vendor in the event that deliveries are not made at the time specified in the bid or contract. 4. Whenever a delivery is rejected the Vendor shall be notified and given reason for the rejection. All rejected deliveries shall be held at Vendor's risk and he shall bear the expense of removal. AUTHORIZED SIGNATURE DATE Payments are mailed on the 10th of each month.