Loading...
HomeMy WebLinkAbout020435 RES - 08/30/1988A RESOLUTION AUTHORIZING THE EXECUTION OF XEROX ORDER AGREEMENTS FOR 60 -MONTH LEASE TERMS, INCLUDING FULL SERVICE MAINTENANCE, AS AMENDED, WITH XEROX CORPORATION FOR THE ACQUISITION OF TWO COPIERS FOR THE POLICE DEPARTMENT FOR A TOTAL COST OF $143,853.50. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager is hereby authorized to execute Xerox Order Agreements for 60 -month lease terms, including full service maintenance, as amended, with Xerox Corporation for the acquisition of two copiers for the Police Department for a total cost of $143,853.50, all as more fully set forth in the Xerox Order Agreement, a substantial copy of which is attached hereto and made a part hereof, marked Exhibit A. ATTEST: City Secretary AYOR THE CITY OF CORPUS CHRISTI, TEXAS APPROVED: ,2-3n/DAY OF /91q , 19f/ HAL GEORGE, CITY ATTORNEY By it'/2'? Uhl Assistant City Attorney 2O6RP166.res 20435 1v Ati (UA /WI VA Vr %.a u .,y•I r riirI This Xerox Order Agreement covers transaction(s) checked below and Incorporates the General Terms and Conditions attac -eto and other Terms and Conditions referenced below. TO CUSTOMER N ME ❑ With Maintenance 0 With Maintenance = • v Financed E • 0 Equipment Services 0 Software License uipment Configuration Change ❑ Maintenance Only INSTALLED AT. CUSTOMER NAME PARENT COMM V 1 F DIFFERENT) fI) ,57-7 STRE T ADDRESS _• x NUMBER i ROUTING NAME OVERFL Ai 4 L 1 ArA ,i w.4 Equipment Order Information so ' Equipment Purchase or Prepaid Software License I I I TE ZIP 1 Installment Purchase; Oty. Xerox ONISPeRUGg C. Cash Down Payment D. Cash Price (Principal ..:' Balance (e -Cl) >:f mr-Off (1/014 98K Xerox Xerox Xerox Xerox Xerox E. Finance Charge or Interest at G. Time Sale Price (C + F) Monthly Installments Meters t 2 4 Total Net Pnce ` (Exclusive cf Sates /Use TaxPfacent. ♦ Maintenance and Supply Chatgefd Complete This Section For Term Lease: The interest payable for State / Local Government Installment Purchase or Term Lease subject to this order is $ Lease this assumes the option to purchase is exercised at end of lease period) at a rate of S % Complete This Section For Equipment Services Or Maintenance Or Monthly Software License: 17Ig0, e2 0 (for Term Exbting Equipment (List Serial Numbers) Tax Exempt 0 No es (Attach Exemption Certificate) Placement Charge Applicable 0 Yes ' Ota( Warranty Months (For Purchase.Onlyy Earliest Customer Acceptance Date: Initial Supply Order Item oty. Reorder Number Customer will also be billed tor prepacked supplies which are shipped with certain equipment as designated on the Price List. Customer can request removal, or return of prepacked suppl'es and receive full credit. Customer Request Full Credit: 0 Yes 0 No PURCHASE ORDER / CONTRACT INFORMATION: (Purchase Order References are for Billing Purposes Only) Customer Requires Purchase Order Number: Customer Purchase Order Numbers: Equipment. Maintenance. Supply: Xerox Supply Contract .• Master Purchase Agreement •• �0 0 Yes CUSTOMER MUST INITIAL TO ACKNOWLEDGE RECEIPT OF XEROX PRICE LIST, TERMS AND CONDITIONS AND OTHER DOCUMENTS DESIGNATED BELOW: Xerox Price List # Maintenance Price List # Gov't. Contract/Price List #fi X621-cs r Xerox Order Agreement Addendum(s) Instalment Purchase Tenni artd Corablions` Dated Initials Dated Initials Dated Initials -1-88 Software License Terms and Conditions Equipment Trade-in Terms and Conditions Extended Service (Warranty) Amendment Negotiated Contract # Customer: Tltle� Date Xerox Corporation Signature Installment Purchase or Term Lease Customer No 95 Accepted For Xerox Title Date ALI (UA v" yr ••AVI nJI GGI I IGI It This Xerox Order Agreement covers transactlon(s) checked below and Incorporates the General Terms and Conditions attac other Terms and Conditions referenced below. • EqiiIP=teiQra ❑ With Maintenance Term Lease eto and 0 Equipment Services 0 Software License 0 Installment Purchase of Equipment 0 With Maintenance ❑Financed Equipment Configuration Change ❑Maintenance On BILL 0 CUSTOMER NAME / I INSTALLED AT. CUSTOMER NAME , g LS PARENT COMPANY IF DIFFERENT) 77 / NAME OVERFLOW lMeI) 3� 1 I eI /_1 % Iy' ,,6--i, rI Silial)FE1 E , e FRROOM ROUTING / / (J ,` I .� , 1 /V7 -sx NUMBi 6tJ/43OUTING ie x l I/ I� I, 1 1 I I I / t IR S / IDR V./ I I I 1 1 1 1 I 1 I I I 1 1 I 1 CIT /:.. . '! t Equipment Order Information STAT A ZIP — m Equipment Purchase or CI Y .ri ' Prepaid Softwa•re arLicense=` STAT21P p - Installment Purchase oty. Xerox Product (Ser. # if in place) List Price total lst $ Less Deductions _ , B. Total Net Opt. To Purch Trade - to - Other Price I Q /� Xerox /�% ! (' (meg Down CPayment Xerox /�/ • )1- �!T t^ D. Cash Price (Principal .. ,V/ l ��w Xerox — f�V / ! / / 7 / )/r '.,.ems , n /! Balance tB - q ) Xerox R 1g' Pen, E. Finance Charge or Xerox ni PLa CP�i 7 Interest at % /i Xerox ©V� C %}� �3 I - F. D Balance Xerox G. Time Sale Price (C + F) Xerox Monthly Installments Xerox Of $ Meters 1 2 A. From Attached Order Agreement Addendum(s) Total Net Price (Exclusive ' of 3 4 B. Totals Sales /Use Tax. Placement, ' Maintenance and Supply Charges( C • t S ti • F • T L Term of Agreement (Check One Plan) Q 24 Mouth Q 3e Montt z 148 Month ;" - eo Month ; .titer Original Customer / Contract X95 Allowance Period od Anowanee Totatf M t smiea� f t , . - Use n f K i Purchase Option Amount $ V ' QSemr Anrwed > �h C Charges wtt(be trig re(tara}( ai 4c with,th l�4r maintenance PtceListindicatedbekrW The interest payable for State / Local Government Installment Purchase or Term Lease subject to this order is $ —Q ^ (for Term Lease this assumes the option to purchase is exercised at end of lease period) at a rate of d % Complete This Section For Equipment Services Or Maintenance Or Monthly Software License: Price Plan Description f#hal berm �nftr e� tri Gov't.Firm Contract Optttu( [ aavtt F13Cai,r tp#iaf) # i t Ysar �� t `y , x W E aging Equipment (List Serial Numbers) Initial Supply Order Item Oty. Reorder Number PURCHASE ORDER / CONTRACT INFORMATION: (Purchase Order References are for Billing Purposes Only) �/_ c .�,� �y /y / / AOC) c�`t/ SO / D1 7 ((� Customer Purchase Order tiij No • Yes Requires Number: Customer Purchase Order Numbers: Equipment. Tax Exempt • No es (Attach Exemption Certificate) Placement Charge Applicable • Yes fiiIlr Total Warranty Months. (For Purchase Only) Maintenance: Su Customer will also be billed for prepacked supplies which are shipped with certain equipment as designated on the Price List. Customer can Ply. Xerox Supply Contract r• Earliest Customer Acceptance Date: / / request removal, or return of prepacked suppl es andel r ve full Credit. Customer Request Full Credit: 0 Yes CJ No Master Purchase Agreement x• CUSTOMER MUST INITIAL TO ACKNOWLEDGE RECEIPT OF XEROX PRICE LIST, TERMS AND CONDITIONS AND OTHER DOCUMENTS DESIGNATED BELOW: Dated Initials Dated initials Dated Initials Xerox Price List # Maintenathce $ertrkweTh Tams anti CahA1' iher # Term lease Terms and Conditions -1,tl8ti Maintenance Price List # quipment ;iw cea Ter111#40,,C,„tiollped�,- y/� Installment Purchase or Term Lease Gov't. Contract/Price List #A41/01 / p L p 'software License Terms and Conditions a Customer No Xerox Order Agreement Addendum(s) 2-1-B8 Equipment Trade-in Terms and Conditions a 95 Equipment Purchase Tenn ant {ondibons Extended Service (Warranty) Amendment Sales Rep Emn • , , Installment Purchase Townsend Conditions 2-148 Negotiated Contract # 7 Customer:tri By (Please Ptintr Xerox Corporation Sales Rep Order Acknowledgement Signature "a Signature Title ---1 Date Accepted For Xerox Title Date GENERAL TERMSAND CONDITIONS .JSTOMER ACCOUNT ESTABLISHMENT A. When a Customer first orders equipment or services from Xerox, Xerox will estab- lish an account; as identified by a Xerox Customer Number, for the specific customer/installation location set forth on this Xerox Order Agreement ("Order Agreement"). B. BILL -TO ADDRESS: Ali. invoices, as well as notices of changes in prices and terms and conditions, will be directed to the Bill -to Address entered on this Order Agreement. Any notification of change in the Customer's bill -to address should be directed to the inquiry address or telephone number listed on the invoice. The Cus- tomer is identified as the entity on the first line of the Bill -to Address. SHIP-TO/INSTALLED-AT ADDRESS ("INSTALLED -AT ADDRESS"): This will be the address to which the initial shipment of equipment/supplies will be made and the address to which service representatives will respond. D. Unless credit worthiness for this Customer Number has been previously estab- lished by Xerox, Xerox' Credit Department mayconduct a credit investigation for this order. Notwithstanding delivery of Equipment, Xerox may revoke this Order by written notice to the Customer if credit approval is denied within sixty (60) days after the date this Order Agreement is accepted for Xerox by an authorized representative. C. 2. EQUIPMENT SELECTION, PRICES, AND AGREEMENT The Customer has selected and Xerox agrees to provide the Equipment, Software, or Services identified on this Order Agreement. The specific price(s), exclusive of appli- cable tax and transportation charges, are as set forth on this Order Agreement and/or the applicable Price List(s). If the Order Agreement and any documents incorporated by reference are inconsistent, the applicable Price List(s) will control. As used in this Order Agreement, "Agreement and "Order: mean the contract between Xerox and the Customer resulting from Xerox' acceptance of this order Agreement. 3. DELIVERY/INSTALLATION/RELOCATION A. DELIVERY: Delivery will be made to the Ship-to/Installed-at Address. The Cus- tomer must accept delivery of the Equipment, Upgrades, and Accessories ("Equip- ment") or Software within a reasonable time after being notified by Xerox that the Equipment or Software is ready for delivery. If, through no fault of the Customer, Xerox is unable to deliver Equipment or Software within a reasonable time, prices and terms and conditions will remain unchanged until the Equipment or Software is available for delivery. The Customer will be responsible for any extra charges (rig- ging) required for on-site delivery. B. INSTALLATION SITE: At the time of delivery and during the period Xerox is responsible for maintenance of the Equipment, the Equipment installation site must conform to Xerox' published space, electrical, and environmental require- ments and the. Customer agrees to provide, at no charge, access to the Equip- ment, a telephone, and adequate storage space for a reasonable quantity of reptacement parts. C. INSTALLATION DATE: The "Installation Date governs when Agreements become effective, such as commencement of warranty, commencement of main- tenance or equipment services, change of price plan, etc. For Equipment installed by Xerox, the Installation Date is the date Xerox deter- mines the Equipment to be operating satisfactorily as demonstrated by successful completion of diagnostic routines. For Equipment designated as "Direct Shipped" on the Price List(s), the Installation Date will be the Equipment shipment date, except if otherwise specified on the Price List(s). For changes to price plans or pur- chase of In-place Equipment, the Installation Date will normally be the date this Order Agreement is signed. However, if a software or hardware change is neces- sary to effect proper billing for the price plan selected, the Installation Date will be the date that that change is complete. D. RELOCATION: If Xerox is responsible for maintenance of the Equipment and the Customer wishes to relocate the Equipment, Xerox requires prior written notice to enable Xerox to provide technical assistance to the relocation, if needed, as well as to update Xerox` records to maintain continuity of service. Any cost associated with this relocation will be the responsibility of the Customer. 4. BILLING AND INVOICING A. - BILLING: This Customer will receive an ,invoice for the Equipment or Software, Equipment Services, or Maintenance Services covered by this Agreement. Charges for Equipment Services or Maintenance Services rendered are dependent upon the period of time and/or usage. If applicable, usage is defined by meter reads or similar means. The Customer shall provide accurate and timely meter readings at the end of each applicable billing period on the forms or other alterna- tive means specified by Xerox. Xerox shall have access to the Equipment to moni- tor the meter readings. If Customer meter readings are not received in a timely manner, charges may be estimated by Xerox. B. INVOICING: Invoices are payable upon receipt. Xerox will invoice only after the Installation Date of the Equipment or Software. The Customer shall pay to Xerox all state and local sales and use taxes arising from the Agreement (even if they are. designated in certain states as excise, gross receipts, or privilege taxes), unless the Customer provides Xerox with proof of exemption. Xerox reserves the right to invoice for partial shipment of multiple unit orders. C. COPY CREDITS: The Customer wilt receive one copy credit for each copy pre- sented to Xerox which, in Xerox' opinion, is unusable and also for each copy which was produced during servicing of the Equipment. Copy credits will be issued only if Xerox is responsible for providing Equipment Services or Maintenance Services (except Time and Materials maintenance). Copy credits will be reflected on the invoice as a reduction in the total copy volume, except for run length plans, which will be credited at a specific copy credit rate as shown on the applicable Price List. Copyereditsshall not reduce the Monthly Minimum Charge or the Monthly Dupli- cating Charge in any given month. 5. SERVICES PROVIDED/EXCLUSIONS/REMEDY A. SERVICES: If Xerox is responsible for providing Equipment Services, Mainte- nance Services (except for Time and Materials), or Warranty Services ("Services"): 1). Xerox will make all necessary adjustments and repairs to keep Equipment in good working order. 2). Pans required for repair may be used or reprocessed in accordance with Xerox' specifications and replaced parts are the property of Xerox, unless otherwise specifically provided on the Price Lists. 3). Services will be provided during Xerox' established Service Availability hours and only within areas opened for repair service within the United States and its possessions. 4). The Customer shall permit Xerox to install, at no cost to the Customer, all retrofits designated by Xerox as mandatory or which are designed to insure accuracy of meters. 5). The Customer shall implement the most recent release(s) of Operating System Software to enable Xerox to properly maintain the Equipment. 6). Any developer used in the Equipment may be installed and removed only by Xerox (in accordance with Xerox' service policy). Removed developer will be disposed of by Xerox unless Customer renuests otherwise. .`\Issue Date fry 1, 1988 B. EXCLUSIONS: The following are not within the scope of Se .,.,es: 1). Provision and installation of optional retrofits. 2). Services connected with equipment relo- cation. 3). lnstallation/removal of accessories, attachments, or other devices. 4). Exterior painting or refinishing of equipment. 5). Maintenance, installation, or removal of equipment or devices not provided by Xerox. 6). Performance of nor- mal operator functions as described in applicable Xerox operator manual(s). 7). Performance of Services necessitated by accident, power failure, unauthorized alteration of Equipment or Software, tampering, service by other than Xerox, causes other than ordinary use, interconnection of Equipment by electrical, or electronic, or mechanical means with non -compatible equipment or failure to use Xerox Operating System Software. If Xerox provides, at the request of the Cus- tomer, any of the services noted above, the Customer shall be billed by Xerox at the then current Time and Materials rates. C. REMEDIES: If during the period in which Xerox is providing Services, Xerox is unable to maintain the Equipment in good working order, Xerox, at its discretion, will provide either an identical replacement or another product that provides equal or greater capabilities at no additional charge for the period of the then current term of the Agreement. Remedies set forth in this Order Agreement are exclusive. 6. DISCLAIMER OF IMPLIED WARRANTIES AND LIMITATION OF LIABILITY A. XEROX DISCLAIMS THE IMPLIED WARRANTY OF FITNESS FOR A PAR- TICULAR PURPOSE. FOLLOWING THE EXPIRATION OF ANY EXPRESS WARRANTY PERTAINING TO EQUIPMENT, XEROX DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY. B. ALL OTHER LIABILITY OF XEROX CONCERNING EQUIPMENT, SERVICES, SOFTWARE, XEROX' PERFORMANCE OR FAILURE TO PERFORM UNDER ANY AGREEMENT OR CONCERNING ANY SUPPLIES USED IN CONNEC- TION WITH THE EQUIPMENT, WHETHER IN CONTRACT, TORT (INCLUD- ING BUT NOT LIMITED TO NEGLIGENCE), OR OTHER THEORY, IS LIMITED TO THE AMOUNTS PAID BY CUSTOMER OR 10% OF THE AMOUNT REQUIRED TO BE PAID BY CUSTOMER UNDER THIS ORDER AGREEMENT FOR THE EQUIPMENT, SUPPLIES, SOFTWARE OR SERVICES GIVING RISE TO THE CLAIM, WHICHEVER IS GREATER. C. XEROX SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSE- QUENTIAL DAMAGES; SUCH AS LOSS OF USE, REVENUE, OR PROFIT. 7. ALTERATIONS, ATTACHMENTS, AND SUPPLIES A. If Customer makes an alteration, attaches a device, or utilizes a supply item that, in Xerox' judgement, increases the cost of Services, Xerox will either propose an additional Services charge or request that Equipment be returned to its standard configuration or that use of the supply item be discontinued. If, within 5 days of such proposal or request, Customer does not remedy the problem or agree in writ- ing to do so immediately, Customer shall be in default of its obligations to Xerox. If Xerox believes that an alteration, attachment, or supply item affects the safety of Xerox personnel or Equipment users, Xerox shall notify Customer of the problem and may withhold maintenance until the problem is remedied. (This paragraph shall not apply to the attachment of Xerox Electronic Printing systems equipment to a host computer.) B. Unless the Customer has obtained title to the Equipment free and clear of any Xerox security interest, the Customer may not remove any ownership identifica- tion tags on the Equipment or allow the Equipment to become fixtures to real property: 8. ASSIGNMENT The Customer shall not (1) assign, transfer, or pledge all or any part of this Agreement or software licensed by Xerox, (2) resell, lease or lend. Equipment or permit it to be used by anyone other than the Customer, the Customer's employees, or other author- ized users unless the Customer has obtained title to the Equipment, or (3) permit a lien or encumbrance of any kind against the Equipment unless the Customer has obtained title to the Equipment free and clear from any Xerox security interest. Any attempted assignment or transfer of the Agreement, Equipment or software in violation of this paragraph, and without Xerox' prior written consent, is void. 9. MISCELLANEOUS A. GOVERNING LAW: This Agreement shall be governed by the laws of the state in which the Equipment is installed or the Services are initially provided. B. NOTICES: All notices will be effectiveon the date of postmark. C. ATTORNEYS' FEES/COSTS: In any action by a party to enforce its rights here- under, the non -prevailing party shall pay the prevailing party's costs and expenses (including reasonable attorneys' fees). D. EXTRAORDINARY CIRCUMSTANCES: Except for obligations of payment, nei- ther Xerox nor the Customer shall be liable for non-performance caused by circum- stances beyond their control, including, but not limited to, work stoppages, floods, and Acts of God. E. BREACH: Xerox may cancel this Agreement on breach by the Customer of any term or condition hereof ten (10) days after notice is given to the Customer by Xerox if such breach is not cured. Any breach by Xerox as to an item of Equipment shall be a breach as to that item only. F. ORDER FULFULLMENT: It this is a multiple unit order and/or includes promo- tional goods, credits, services, and the Customer does not fully complete the terms of the Order Agreement, Xerox reserves the right to rebill at standard prices or to retrieve the promotional items, unless the Customer reconciles by acquiring another Xerox product eligible for such promotional items/discounts. G. PATENT INDEMNITY: Xerox will defend the Customer from, and pay any ulti- mate judgment for, direct infringement in the United States by Equipment or Xerox Operating System Software ("Software") of any patent, trademark, trade secret, protected semiconductor chip maskwork, orcopyright if Customer promptly noti- fies Xerox in writing of any alleged infringement, allows Xerox to defend, and cooperates with Xerox. Xerox is not responsible for any non -Xerox litigation expenses or settlements unless Xerox agrees to them in writing. Xerox is not liable for any infringement due.to Equipment or Software being made or modified by the Customer or Customer requested specifications or designs, or being used or sold in combination with equipment, software, or supplies not provided by Xerox. IMPORTANT: Xerox makes no other express or implied warranty of noninffingement and has no other liability for infringement of any damages therefrom. To avoid an infringement (even if not alleged) Xerox may, at its option, at no charge to Customer, obtain a license to use, modify, or substitute an equivalent item for the infringing equipment or software. H. PURCHASE ORDERS: Notwithstanding terms and conditions contained in the Customer's Purchase Orders, the terms and conditions of this Xerox Order Agree- ment shall prevail XEROX xerox uraer Agreement This Xerox Order Agreement covers transaction(s) checked below and Incorporates the General Terms and Conditions attached hereto and other Terms and Conditions referenced below. ❑ Equipment Purchase 0 With Maintenance 0 Installment Purchase of Equipment 0 With Maintenance q p g 9 Y 0 Term Lease 0 Equipment Services 0 Financed E ui ment Confi uration Chane 0 Maintenance Onl 0 Software License BILL TO CUSTOMER NAME 1 1 1 1 1 1 1 I 1 1 1 1 I 1 1 1 1 1 1 INSTALLED AT. CUSTOMER NAME 1 I 1 1 1 I 1 1 1 1 1 1 1 1 1 I I I I PARENT COMPANY (IF DIFFERENT) 1 1 1 I I 1 1 I 1 I 1 I 1 I 1 I I 1 1 NAME OVERFLOW 1 I 1 1 1 1 1 1 1 I 1 1 1 I 1 I 1 1 1 STREET ADDRESS 1 1 1 I 1 I I 1 1 1 1 1 1 I 1 1 1 1 1 FLOOR, ROOM ROUTING 1 1 1 1 1 I 1 1 1 1 1 1 I I 1 I I I I BOX NUMBER i ROUTING 1 1 1 1 I 1 1 1 1 1 1 I 1 1 1 1 1 1 I STREET ADDRESS 1 1 1 1 1 1 1 I I 1 1 1 I 1 1 I I I I CITY STATE J ZIP 1 1 I 1 1— 1 1 1 1 CITY STATE I ZIP L 1 I 1 1-1 I I i Equipment Order Information Equipment Purchase or Prepaid Software License Installment Purchase Qty. Xerox Product (Ser. # if in place) List Price Total List $ Less Deductions Net Price B. Total Net Price Opt. To Purch. Trade - In Other Xerox C. Cash Down Payment Xerox D. Cash Price (Principal Balance [B - C] ) Xerox Xerox E. Finance Charge or Interest at Xerox Xerox F. Time Balance (D + E) Xerox G. Time Sale Price (C + F) Xerox Monthly Installments of $ Xerox Total Net Price (Exclusive of Sales / Use Tax, Placement, ♦ Maintenance and Supply Charges) Meters 1 2 _ A. From Attached Order Agreement Addendum(s) 3 4 B. Totals Complete This Section For Term. Lease: Term of Agreement (Check One Plan) • 24 Month • 36 Month • 48 Month II Month • Other Original Customer / Contract #95: Copy Allowance Period Copy Allowance Total Monthly Minimum Lease Payment 0 Monthly (Exclusive o Sales /Use Tax. and Placement Charges) $ Purchase Option Amount $ - ❑ Semi -Annual CopyCharges will be billed separately in accordance with the g y 0 Annual Maintenance Price List indicated below. The interest payable for State / Local Government Installment Purchase or Term Lease subject to this order is $ (for Term Lease this assumes the option to purchase is exercised at end of lease period) at a rate of °i° Complete -This Section For Equipment Services Or Maintenance Or Monthly Software License: Price Plan Description: Initial Term: Biting Cycle: Contract Number Gov't. Firm Contract Option • Gov't. Fiscal Year Option ■ Gov't. Fiscal Year Begins: / / K - 12 Summer Option Existing Equipment (List Serial Numbers) Initial Supply Order Item Qty. Reorder Number PURCHASE ORDER / CONTRACT INFORMATION: (Purchase Order References are for Billing Purposes Only) Customer Requires Purchase Order Number: l• No l• Yes Customer Order Numbers: Purchase Tax Exempt • No • Yes (Attach Exemption Certificate) - - - Equipment: Maintenance: Placement Charge Applicable • Yes • No _ - - Supply Total Warranty Months (For Purchase Only) Customer will also be billed for prepacked supplies which are shipped with certain equipment as designated on the Price List. Customer can Xerox Supply Contract a: / Earliest Customer Acceptance Date: / / request removal, or return of prepacked supplies and receive full credit. Customer Request Full Credit: 0 Yes 0 No Master. Purchase Agreement #: CUSTOMER MUST INITIAL TO ACKNOWLEDGE Dated Initials Xerox Price List RECEIPT OF XEROX PRICE LIST, TERMS AND CONDIT Dated Maintenance Services Terms and Conditions 2-1-88 ONS AND OTHER DOCUMENTS DESIGNATED BELOW: Initials • Dated Initials • Other. # Term Lease Terms and Conditions 2-1-88 Maintenance Price List # Equipment Services Terms and Conditions 2-1-88 Installment Purchase or Term Lease Gov't. Contract/Price List # Software License Terms and Conditions Customer No Xerox Order Agreement Addendum(s) 2-1-88 Equipment Trade-in Terms and Conditions 95 Equipment Purchase Terms Conditions 2 -1 - Extended Service (Warranty) Amendment Sales Rep Ernp or and 2-1'88 Negotiated Contract # Installment Purchase Terms Conditions and 1 I 1 I Customer: By (Please Print) Xerox Corporation Sales Rep Order Acknowledgement Signature Signature Accepted For Xerox Title Date - - Ti'' _ .Date De ontact Phone Ext Yes ❑ No TERM LEASE TERMS AND CONDITIONS Issue Date ary1,1988 lie following Terms and Conditions relating to Term Lease are in addition to the General Terms and Conditions contained on the reverse side of the Custom- er's copy of the Order Agreement. 1. AGREEMENT Term Lease is a lease of Equipment, Accessories or Upgrades ("Equipment"). The monthly mini- mum payment is composed of charges for the Equipment and, as more fully described in Para- graph 5 of the General Terms & Conditions, charges for Maintenance Services for the Equipment during the term of the lease. The applicable minimum monthly lease payment and the length of this Agreement are set forth on the front of the Order Agreement. The maintenance charges (including copy or similar charges, if applicable) are defined in the Price List(s) as the Term Lease Maintenance Component. 2. STATUS OF EQUIPMENT A. The Equipment to be leased under this Agreement will be newly manufactured, remanufac- tured, in-place, or previously installed, as identified on the applicable Price List. The defini- tions of the foregoing terms are set forth below. B. Newly Manufactured Equipment is newly assembled equipment which may contain used components which have been reprocessed to assure machine compliance with product per- formance and reliability specifications. Additional information concerning the newly manu- factured build status of particular equipment is contained in the applicable Price Lists. C. Remanufactured Equipment is equipment which has been disassembled to a predetermined standard established by Xerox with defective components being replaced by new, reproc- essed, or used components. Before being inspected and tested to newly manufactured machine test standards, the Equipment will be cleaned and refinished and all retrofits deemed by Xerox as field mandatory will be installed. D. In-place Equipment is equipment installed on the Customer's premises pursuant to a Xerox Order Agreement for Equipment Services at the time of execution of this Xerox Order Agreement. E. Previously Installed Equipment is defined in the applicable Price Lists. 3. CUSTOMER REPRESENTATIONS The Customer represents that the person signing this Order Agreement on behalf of the Cus- tomer is a duly authorized representative, partner, or proprietor of the Customer and has the authority to execute this Order Agreement on the Customer's behalf. The Customer also repre- sents that the Equipment is not being leased primarily for personal, household, or family use. 4. ABSOLUTE OBLIGATION The Customer's obligation to pay all sums due is absolute and unconditional. The Cus- tomer cannot terminate this Agreement before the end of its term except as provided below. 5. INVOICING AND PRICE INCREASES A. During the term of this Agreement, the Customer shall pay as minimum lease payments the number and amount of monthly installments shown on the Term Lease section of the Order Agreement. The first payment shall be due 30 days after the Installation Date. Subsequent payments shall be due on the same day of each subsequent month. Xerox will send to the Customer monthly payment reminders, but delay or failure to send such reminders shall not excuse late payments. (The Customer may receive separate monthly payment reminders for each item of Equipment, the sum of which will equal the monthly minimum lease payment shown on the Term Lease section of the Order Agreement.) Customer shall not be responsi- ble for personal property taxes on the Equipment. B. Meter or similar charges are prorated if the Equipment is installed for less than the full allow- ance period. C. Xerox may increase the Maintenance Component of the minimum monthly lease payment (including meter or similar charges and/or copy allowance, if any) without prior notice, effective one year after the Installation Date and at the end of every twelfth month thereafter. (For Customers receiving governmental pricing, Xerox may increase the maintenance com- ponent without prior notice upon expiration of the current governmental Price List and at the end of every twelfth month thereafter.) This increase shall not exceed ten (10) percent. 6. TITLE/SECURITY INTEREST/RISK OF LOSS A. The Equipment, or any Identical Replacement, if required, is and shall remain the exclusive property of Xerox or Xerox' assignee until the Customer exercises the option to purchase. B. The Customer grants to Xerox a purchase money security interest in the Equipment and all additions and/or replacements to the Equipment to secure payments due under this Agree- ment. The Customer agrees to promptly execute those documents that Xerox deems rea- sonably necessary to protect its security interest. If the Customer fails to do so, Xerox shall have the right to sign such documents on the Customer's behalf. Xerox' security interest shall terminate when the Customer exercises the option to purchase. When such informa- tion is not available from public sources, the Customer shall, upon Xerox' request, furnish a copy of the Customer's latest audited fiscal year-end financial statement. C. Xerox may conspicuously mark Equipment to identify its security interest, and the Customer shall place no conflicting mark or permit the Xerox mark to be removed. D. From the date that the Equipment is delivered to the Installed -at Address, the Customer shall have all the risk of loss or damage to the Equipment arising from the Customer's fault or from theft or disappearance of the Equipment. Xerox shall have risk of loss or damage to the Equipment from all other causes. 7. COMMENCEMENT/ACCEPTANCE The term of this Agreement shall commence on the Equipment Installation Date. This Agree- ment is binding only after credit approval has been established. Delivery of the Equipment does not constitute acceptance. The Customer cannot terminate this Agreement before the end of its term except to exercise the purchase options identified below. 8. PURCHASE OPTIONS A. AT EXPIRATION: Provided that the Customer is not in breach, the Customer may purchase the Equipment on expiration of the Agreement at the Purchase Option Price set forth in the Term Lease section of this Order Agreement, together with any applicable taxes. The Cus- tomer must give Xerox written notice of its intention to exercise the purchase option at least 30 days before expiration of the lease term. B. PRIOR TO EXPIRATION: During the term of the Agreement, and provided that the Cus- tomer is not in breach, the Customer may, upon 15 days prior written notice to Xerox, pur- chase the Equipment by paying all minimum monthly lease payments due for the remainder of this Agreement (less any unearned charges, such as finance or maintenance charges), plus the Purchase Option Price, together with any applicable taxes. When such amounts are fully paid, this Agreement will terminate and title to the Equipment will transfer to the Cus- tomer. An early termination schedule setting forth the unpaid minimum monthly lease pay- ments will be given to the Customer upon request. The Purchase Option amount may be financed if customer chooses to finance the replacement equipment with Xerox. 9. EXPIRATION/RENEWAL A. Upon expiration of this Agreement, or upon demand by Xerox pursuant to Paragraph 14 below, the Customer shall return to Xerox all Equipment and any related Software licensed by Xerox in the same condition as when delivered to the Customer (reasonable wear and tear excepted) on board such carrier, packed for shipping, as Xerox may specify. B. When all obligations set forth in Paragraph 5 are satisfied, the Customer may renew this Agreement for one additional lease period of 12 months at the same price and on the terms and conditions then in effect. The Customer must give Xerox written notice of renewal at least 30 days before expiration of the term of this Agreement. 10. EQUIPMENT ADD-ONS A. B. By executing an Equipment Add -On Amendment, the Customer may add to the lease subse- quent Term Leases of Upgrades and Accessories (hereafter referred to as 'Subsequent Leases'). At terms and conditions of the lease shall apply to Subsequent Leases (including the reservation of a purchase money security interest in Subsequent Lease equipment.) Equipment previously leased shall be security for Subsequent Leases until all of the Custom- er's obligations under the previous lease are satisfied. The number of lease payments under a Subsequent Lease shall be the same as the number of payments then remaining under the lease. If the Customer renews this Agreement, exer- cises its purchase option, or terminates this Agreement by purchase of the Equipment, the Customer shall be deemed to have taken the same action as to any Upgrade or Accessory. When equipment Upgrades or Accessories are added to this Agreement, each subsequent payment shall be allocated so that an amount equal to the original payment is applied to the original Equipment and an amount equal to the increase is applied to the additional Upgrades or Accessories. 11. DISCLAIMER OF WARRANTY ON PURCHASE XEROX MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AS 70 ANY MATTER WHATSO- EVER, INCLUDING, WITHOUT LIMITATION, CONDITION OF EQUIPMENT OR ITS MERCHANT- ABILITY OR FITNESS FORA PARTICULAR PURPOSE. EQUIPMENT PURCHASED BY CUSTOMER PURSUANT 70 PARAGRAPH 8 ABOVE IS SOLD "AS IS" AND "WHERE IS." 12. ASSIGNMENT Xerox may assign this Agreement or the Equipment, in whole or part, without notice to the Cus- tomer, but Xerox shall remain primarily obligated for its performance under this Agreement, including the provision of Maintenance Services. Any claim or defense that the Customer may have will be asserted against Xerox, and not against any assignee. 13. REMEDY The remedies are as described in Paragraph 5C of the General Terms and Conditions, unless the Equipment is an Engineering and Graphic Products Mainframe. In this case, if Xerox determines that a replacement unit for the same product is no longer available, Xerox may discharge its obli- gations under this Paragraph by making payment to the Customer equal to the Trade-in value based on the original List Price or Current List Price of such Equipment, whichever is greater. 14. DEFAULT If the Customer does not make timely payment of amounts due under this Agreement or breaches any term or condition of this Agreement, Xerox may declare immediately due and pay- able the entire amount of unpaid minimum monthly lease payments, plus all other amounts due hereunder (including the Purchase Option Price), less any unearned charges. Xerox may also exercise all rights and remedies of a secured party under the Uniform Commercial Code (or other similar law) of the state where Equipment is located, and pursue any other remedies existing at law or in equity. 15. GOVERNMENT AGENCY FUNDING, INCOME TAX INDEMNITY, AND TRANSFERABILITY A. THIS PARAGRAPH 15 IN ITS ENTIRETY IS APPLICABLE ONLY TO CUSTOMERS WHICH ARE A PART OF A STATE GOVERNMENT OR POLITICAL SUBDIVISION. B. FUNDING: The Customer states that it is its intent to make all installment payments required to be made under this Agreement. However, in the event, through no action initi- ated by the Customer, its legislative body does not appropriate funds for the continuation of this Agreement for any fiscal year after the first fiscal year and it has no funds to continue this Agreement from other sources, this Agreement may be terminated. To effect the termina- tion of this Agreement, the Customer shall, thirty days prior to the beginning of the fiscal year for which its legislative body does not appropriate funds, send Xerox written notice stating that its legislative body failed to appropriate funds. Such notice shall be accompa- nied by the payment of all sums then owed Xerox under this Agreement and the Customer shall return to Xerox, at the Customer's expense, the Equipment in good condition to a loca- tion designated by Xerox. The Customer agrees to pay for all copy usage made on the equip- ment prior to its removal. Thereupon, the Customer will be released from its obligations to make all further lease payments to Xerox. In addition, the Customer must certify in the fore- going notice that the canceled Equipment is not being replaced by equipment performing functions similar to those performed by the Equipment during the next ensuing fiscal year. Prior to electing to return the Equipment to Xerox, the Customer shall make a reasonable effort to find a viable assignee within the Customer's general organization that can continue this Agreement, and advise Xerox of the results so that Xerox may process the necessary documents if the Customer is successful in finding such an assignee. In the event the Cus- tomer must return any Equipment pursuant to the terms of this paragraph, Xerox shall retain all sums paid under this Agreement by the Customer. C. INCOME TAX INDEMNITY: This Agreement has been accepted on the basis that Xerox or any Assignee of Xerox shall claim that interest paid hereunder is exempt from federal income tax under Section 103(a((1) of the Internal Revenue Code of 1986. Should the United States Government disallow, eliminate, reduce, recapture, or disqualify, in whole or in part, any benefits of such exemption as a result of any acts or omissions by the Customer or as a result of the inapplicability of such section at the time this Agreement is accepted because of the status of the Customer, than subject to the appropriation of funds by Customer's leg- islative body, Customer shall then indemnify Xerox by payment to Xerox, at Xerox' election, of either (a) supplemental monthly payments during the remaining period of this Agreement or (b) a lump sum payable upon demand by Xerox. Such supplemental monthly or lump sum payment shall be in an amount necessary to permit Xerox to receive (on an after tax basis over the full term of this Agreement) the same rate of return that Xerox would have realized had there not been a loss or disallowance of such benefits, together with the amount of any interest or penalty which may be assessed by the governmental authority with respect to such loss or disallowance. D. TRANSFERABILITY: Notwithstanding any different provision in the applicable terms and conditions, Xerox Corporation may not sell, assign, or otherwise transfer this Agreement and any attempted sale, assignment, or transfer shall be void and without effect. f AMENDMENT TO XEROX ORDER AGREEMENT THIS AMENDMENT TO XEROX ORDER AGREEMENT ("Amendment") between the City of Corpus Christi, Texas ("Customer") and Xerox Corporation ("Xerox") amends and is made part of the Xerox Order Agreement ("Agreement") dated 1988 between the parties. WHEREAS, Customer and Xerox desire to provide for certain modifications to the Term Lease Terms and Conditions (Issue Date -February 1, 1988) portion of the Agreement for the Equipment identified in said Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual promises hereinafter set forth, the parties hereto agree as follows: 1. The Term Lease Terms and Conditions (Issue Date -February 1, 1988) of the Agreement is hereby amended as follows: A. The first sentence in Paragraph 4 of said Term Lease Terms and Conditions shall be deleted. B. In the last sentence of Paragraph 7 of said Term Lease Terms and Conditions, "or as specifically provided in Paragraph 15.B hereof" shall be inserted after "below." C. In the second and third lines of Paragraph 15.B of said Term Lease Terms and Conditions, "through no action initiated by the Customer," shall be deleted. D. In the sixteenth line of Paragraph 15.B of said Term Lease Terms and Conditions, the sentence which begins "Prior to electing to return..." shall be deleted in its entirety. E. The language in Paragraph 15.0 of said Term Lease shall be deleted and the following inserted in its place: "Tax Exempt Issuers - Reporting Requirements and Indemnification: This Agreement has been accepted on the basis that Xerox or any assignee of Xerox shall claim that interest paid hereunder is exempt from federal income tax under Section 103(a)(1) of the Internal Revenue Code of 1986. Relevant sections of the Code and Tax Regulations require that an issuer (Customer) report all debt similar to this transaction periodically or annually, as applicable. If such reporting is not accomplished, the debt may become taxable retroactively to the date of issuance. Should Customer fail to properly report this transaction upon the request of Xerox and the transaction be declared taxable, Customer shall then, subject to the appropriation of funds by Customer's legislative body and the Texas Public Property Finance Act, indemnify Xerox by payment to Xerox of an amount necessary to permit Xerox to receive (on an after-tax basis over the full term of this Agreement) the same rate of return that Xerox would have realized had there not been a loss or disallowance of such benefits, together with the amount of any interest or penalty which may be assessed by the governmental authority with respect to such loss of disallowance." 2. Except as specified herein, the Agreement shall remain as stated. In the event of a conflict between the terms and conditions of the Agreement and this Amendment, the Amendment shall control. IN WITNESS WHEREOF, Customer and Xerox have executed this Amendment as of 'the date first above written. CITY OF CORPUS CHRISTI, TEXAS XEROX CORPORATION By: By: Juan Garza, City Manger Date: ATTEST: By: Armando Chapa, City Secretary APPROVED THIS Z3 rd DAY OF f , 1988 By HAL ORGE, CITY ATTORNEY By: Assistant ity £ttorney Name: Title: Date: The above resolution Betty N. Turner David Berlanga, Sr. Leo Guerrero Clif Moss Bill Pruet Mary Rhodes Frank Schwing, Jr. Mary Pat Slavik Linda Strong 99.066.01 Corpus Christi, Texas 3O day of was passed by the following vote: Ocitx,oen* afilz_ c6 -,L 20435 , 198S)