HomeMy WebLinkAboutRES 314 Draft 01 1988-1992COUNTY OF HAWAII STATE OF HAWAII
RESOLUTION
WHEREAS, Section 10-11 of the County Charter requires that any
contract, lease, or other obligation requiring payment of funds from
the appropriations of a later fiscal year or more than one fiscal
year be approved by resolution; and
WHEREAS, the County wishes to enter into a multi-year lease with
purchase options for five (5) years for two (2) copy machines, one
for Police Administration and one for the Records Division; and
WHEREAS, due to the frequent downtime caused by the present
aging equipment, the two divisions have had to tolerate lost
man-hours due to machine malfunctions as well as inconveniences; and
WHEREAS, Bid Proposal No. 1302 indicates that the market is
right for the replacement of both machines; and
WHEREAS, the acquisition of two machines will reduce downtime,
thereby improving productivity and efficiency of department
employees; and
NOW, THEREFORE, BE IT RESOLVED that the Council of the County of
Hawaii hereby authorizes the Mayor to enter into a five (5) year
lease agreement with purchase options for the acquisition of two (2)
copy machines for the Police Department.
Dated at Hilo, Hawaii, this 17th day of April 1991.
Introduced By:
Cou cil Member,
County of Hawaii
COUNTY COUNCIL
County of Hawaii
Hilo, Hawaii
I hereby certify that the foregoing RESOLUTION was by
the vote indicated to the right hereof adopted by the COUNCIL
of the County of Hawaii on~'.pri 1 1 7 , 1 991
ATTEST:
~ C-2426/FC -376
C , ~ ~ Reference
COUNTY OLERK A RMAN & PRESIDI G OFFICER RESOLUTION NO. 31~ 91
ROLL CALL VOTE
AYES NOES ABS EX
ARAKAKI
DE LIMA X
DOMINGO X
HALE _
KOKUBUN
LAI X
MAKUAKANE X
RUDDLE
SCHUTTE X
0 0 0
BID PROPOSAL N0. 1302
FOR
AT VARIOUS DEPARTMENT
COUNTY OF HAWAII
~. ~ ~Pe
NOTICE TO BIDDERS
SEALED TENDERS will be received and publicly opened at 2:00
p.m., Friday, May 18, 1990, in the Office of the Purchasing
Division, Department of Finance, County of Hawaii, Room 118,
25 Aupuni Street, Hilo, Hawaii, for the following:
BID PROPOSAL NO. 1302: FURNISHING,
INSTALLING AND MAINTAINING PLAIN PAPER COPY
MACHINES AT VARIOUS DEPARTMENTS, COUNTY OF
HAWAII
Upon application, forms of proposal and specifications may
be obtained from the above-named office.
HARRY T. M
Director o Finance
Hawaii Tribune Herald
April 6, 8, 10, 1990
PROPOSAL
FOR
~JRNISHTNG- ZNSTALL•rNG AND MAINTAINING
PLAIN PAPER COP MACHINES
AT VARIOUS DEPARTMENT
COUNTY OF HAWAII
~~ 19~
Director of Finance
County of Hawaii
Hilo, Hawaii
Dear Sir:
The undersigned hereby proposes to furnish, install and
maintain plain paper copy machines at the various departments of the
County of Hawaii, at the locations indicated, complete as specified,
all in strict compliance with the Specifications, Special Provisions
and General Conditions made a part hereof.
It is understood and agreed that the items to be furnished are
for the exclusive use of the County of Hawaii and are therefore
ezempt from Federal Ezcise Taxes and that the net bid price excludes
such tax. An ezemption certificate will be furnished upon request
for use by the manufacturer in obtaining such exemption.
The undersigned further agrees that he has carefully read
and understands the Proposal for this contract and that the
Director of Finance, County of Hawaii, reserves the right to
accept or reject any and/or all bids or accept other than the
low bid, if in his judgment, by so doing, it will be for the
best interest of the Public and the County of Hawaii.
Qpon acceptance and award of this proposal by the Director
of Finance, the .undersigned hereby agrees to enter into and
execute the contract and furnish a performance bond as required
by law within ten days after the award.
The bidder must enclose with this proposal, a bidder's
bond in the amount of 58 as stated below. Enclosed herewith
please find (Please specify type of Bond and amount):
Cash ...................$
Cashier's Check........$
Certified Check........$
Certificate of Deposit.$
,Surety Bond............$ ~%U
in accordance with Chapter 103-28, Hawaii Revised Statutes, in
an amount equal to five (5$) of the amount of the tender made
payable at sight to the Director of Finance, County of Hawaii;
provided that when the amount bid exceeds $50,000.00, the
certificate of deposit, cashier's check or certified check
PROPOSAL - 2
shall be fcr $2,500.00 plus two (2°a) percent of the amount in excess
thereof. A certificate of deposit, cashier's check or certified
check may be utilized only to the maximum of $100,000.00. A bid
deposit for a bid requiring a deposit in excess of $100,000.00 shall
only be in the form of legal tender or a surety bond conforming to
the requirements of section 103-31.
It is understood and agreed that the County may increase and/or
decrease any quantities of the items set forth below when
contracting and may, with the consent of the undersigned purchase
identical items as required throughout the balance of the Fiscal
Year at unit prices set herein.
Item 1: Three (3) each medium volume dry paper copy machine,
complete as specified with all required optional
accessories, to be delivered to, installed and maintained
at Hawaii Police Department, 349 Kapiolani Street, Hilo,
Hawaii, Prosecuting Attorney's Office, 34 Rainbow Drive,
Hilo, and County Clerk, 25 Aupuni Street, Hilo:
Make~~2U~ Model ~G(OS/~~/7~~-rh/7SnL/~CGF/~C~
Unit Price $ 2~~ ~~1~. y~ Total Bid Price $ '73~tl39.~D
~~Trade-in value for Xerox Model 7000
located at County Clerk's office:....... ..$ Od`w
B)7~A~i-;n! Ck.~Gt' /-tadcQ l~(/S POlrl~ ~ceGcn[s ........ l,oeoaa
Trade in (will) (will not) apply to lease plan on following page
(Successful bidder must remove old copier regardless of trade-in
value).
Installation to be made within 3~ calendar days after notice
to proceed.
warranty of ~ calendar days on all parts and labor.
PROPOSAL - 3
Item 1: (Continued)
Cost of Maintenance (Following Warranty Period):
1st year $ I.~o~S~ per year plus $•00533 per copy over first ~~L copies.
2nd year $~ per near plus $.eO~S~ per copy over first copies.
3rd year $ Z 5 ~ per year plus $•0093 per copy over first ~-L copies.
4th year $•Z~ per near plus $-Q'J95 oer copy over first LL copies.
5th year $ Z `,~3 per Year plus $~ S er copy over first
~_copies.
Note: Bids which do not guarantee maintenance costs for a minimum of
five (5) years WILL NOT be considered. Bidder should list his/her
total annual maintenance charge in first blank and the total number of
copies (if any) per year included at no additional maintenance charge
in the third blank. The per copy cost for copies over the amount
covered by the maintenance fee should then be indicated in the second
blank. If maintenance charge is based on monthly copies, so state and
assume 80,000 copies will be made each month to calculate fee.
LIFE CYCLE COST (Per individual copier):
Purchase Price:..• ..........................................$ 2 3.7'S`j`1~ ~AtY~
Total maintenance cost for five years of use
Ct'
including 4,800,000 copies (80,000/mo a 12 a 5)............$ S N;~/~3 '~
Total cost for all required supplies eacept paper tK
at current price' to make 4,800,000 copies ...................$ 9.~js~i "
Total cost to County to purchase each copy machine, maintain
it for five years and make 80,000 copies each month........$ ~`r/ !lS7Q°-`~
---~---
LEASE OPTION: The County of Hawaii is desirous of leasing the above
machine(s) under the most advantageous lease programs available from
the manufacturer. Equity programs calling for three to five years
lease payments with a buyout at the conclusion are most desired. The
program should include all maintenance costs regardless of number of
copies:
Corr 1~iiFFe~r,„,T' {ne .cc~ l.~~ca.~io„~ - St e "~ctg~hr„! R ~~
The unit cost to lease the above copier shall be $ per month for
a total of months. The County of Hawaii may purchase the
copier at the conclusion of the lease for a total payment of $
The lease shall include all copy charges and complete maintenance.
Lease programs which are less than 5 years shall include maaimum
maintenance costs if eatended for a minimum of five years. Bidder
shall include•a complete copy of the lease agreement with all terms and
conditions with his/her bid. Bidder shall attach brochures,
specification sheets and complete descriptive data for make and model
copier being bid.
PROPOSAL - 4
Item 2: Two (2) each high volume dry paper copy machine, complete
as specified with all required optional accessories, to be
delivered to, installed and maintained at Hawaii Police
Department, 349 Kapiolani Street, Hilo, Hawaii, and County
Clerk, 25 Aupuni Street, Hilo, Hawaii:
Make X2(~17X Model~~/~Dd/f'-in~~Fn/c~ia- 5~+~v,~C/-r'=~,c~/G
Unit Price $ ~i~~ /Zta sS0 Pd~,7o Total Bid Price $ ~t U
SZn, GGD-£s0 C le,e~C
,,~~jj~~ Trade-in value for Xeroz Model 8200located
(J at County Clerk's office :........................$ iti'C~~in.'~ur~
~.~Q c~~t -;~v -ions @ Pa i,~ ,~., A~.,h~ ~~,,., ~ ~o c 1. , .., ~
Trade in (will) (will not) apply to lease plan on following page
(Successful bidder must remove old copier regardless of trade-in
value).
Installation to be made within~Qr, calendar days after notice
to proceed..
Warranty of ~_ calendar days on all parts and labor.
Cost of Maintenance (Following Warranty Period):
1st year $~.04$~ per ye ar plus $ •[70~IS Der copy over first copies.
2nd year $
per ve
er plus
$•OOS' Der
copy
over first
~_copies.
3rd year $ ~ Z per ye ar plus $•dOSs oer copy over first copies.
4th year $~ /!~o per Y4 ar plus $.OO~ Der copy over first copies.
5th year $~2~ per ve er plus $.OOSS eer copy over first copies.
Note: Bids which do not guarantee maintenance costs for a minimum of
five (5) years WILL NOT be considered. Bidder should list his/her
total annual maintenance charge in first blank and the total number of
copies (if any) Der year included at no additional maintenance charge
in the third blank. The Der coon cost for copies over the amount
covered by the maintenance fee should then be indicated in the second
blank. If maintenance charge is based on monthly copies, so state and
assume 200,000 copies will be made each month to calculate fee.
PROPOSAL - 5
Item 2: (Continued)
LIFE CYCLE COST (Per individual copier):
Purchase Price :............... ...........................$ S ~ D1/Dc*a ~~b~f~
Total maintenance cost for five years of use
including 12,000,000 copies (200,000/mo a 12 a 5)..........$/ZC,,3~/y Ob
Total cost for all required supplies eacept paper
at current price to make 12,000,000 copies .................$ ~~D1~(r2`.di~
Total cost to County to purchase each copy machine, maintain
it for five years and make 200,000 copies each month.......$ ZZ(o~~ !!Z~
LEASE OPTION: The County of Hawaii is desirous of leasing the above
machine(s) under the mdst advantageous lease programs available from
the manufacturer. Equity programs calling for three to five years
lease payments with a buyout at the conclusion are most desired. The
program should include all maintenance costs regardless of number of
copies :. ~l {~g~,,,,~ ~rf2..~tG, .QaCgaLio,J - 5eC`~~,CCa~+fi0~J P ~~
The unit cost to lease the above copier shall be $ oer month for
a total of months. The County of Hawaii may purchase the
copier at the conclusion of the lease for a total payment of $
The lease shall include all copy charges and complete maintenance.
Lease programs which are less than 5 years shall include maaimum
maintenance costs if eztended for a minimum of five years. Bidder
shall include a complete copy of the lease agreement with all terms and
conditions with his/her bid. Bidder shall attach brochures,
specification sheets and complete descriptive data for make and model
copy machine being bid.
PROPOSAL - 6
OPTIONAL RENTAL OF COPY MACHINES:
If either of the copy machines listed on the previous pages is
available on a month-to-month rental basis, please list below as
follows, for each item number, the total monthly rental charge, the
number of copies that rental charge permits, the additional cost per
copy if the maaimum is eaceeded, the installation and removal
charges if any, and the minimum number of months required:
MONTHLY NO. OF PER COPY
ITEM RENTAL COPIES CHARGE IF
~7Q~ CHARGE ALLOWED EXCEEDED
1 saG s ~ I ~ a -~ $, c~ l
INSTAL- MINIMUM NO
CATION REMOVAL OF MONTHS
CHARGE CHARGE TO RENT?
z to so $ Z ~ 77 ~ !1- $ . a $ -~ $ •f~- f=,~'s
(Lease terms will be considered as well as month-to-month rental.
Bidder to attach as exceptions any special terms, conditions, lease
options, etc. All rental fees and/or lease purchase option prices
must include. full'maintenance during the entire period, for at least
the number of copies listed as the annual estimate.)
INFORMATION FOR BIDDERS
1. All prices must include freight, taws and all ether costs
complete as specified, to deliver and install all items at
locations as indicated.
2. Bids gill be awarded on individual item basis; bidders need not
bid on all items. Evaluation will consider purchase price,
warranty period, supplies costs and maintenance costs for five
(5) years. Lease/purchase will be subject to approval of County
Council per the Charter.
3. The County reserves the right to increase or decrease the
quantity of any item, or change delivery locations according to
funds availability and needs. Should a bidder wish to alter an
of the bid. The County will take into consideration any penalty
or additional quantity discounts when evaluating bids based on
actual quantities to be ordered.
4. Trade-in cost will be considered in over-all evaluation.
PROPOSAL - 7
This proposal is in all respects fair and is made without
collusion on the part of any person, firm, or corporation, and no
official or employee of the government is directly or indirectly
interested in the proposal or in any portion of the profits thereof.
Respectfully submitted,
(Name of Company)
XEROX COB.P6H~4~ION
B
(Signature)
~uciti
t Fi Local Govt.Contracts i~tanager
or print name of signer)
Title
Address p•0. Box 310
Kamuela, HI 96743
Telephone No.
(808) 935 - 8967
Type of Organization: (please specify)
Individual Partnership X Corporation
State of incorporation: Hawaii Other New York
(please specify)
State of Hawaii Eacise Taz License Number 1003364
if awarded a contract as a result of ) Insurance Company_
this proposal, performance bond will ) Cash or
be furnished in the form of: ) negotiable security
(check one)
(Please type or use black iak.)
PROPOSAL - 8
,.
Exception Sheet A
Xerox 5065 Copier/Duplicator
Lease Cost
The leases for the three proposed 5065's will vary by location
due to different trade-in values.
Unit A) Police Department (gets 1065 rental credit trade-in)
The unit cost to lease the above copier shall be $1.227.45 per
month for a total of 36 months. The county may purchase the
copier at the conclusion of the lease for a total payment of
54.576•
Unit B) Prosecuting Attorney (No trade-in).
The unit cost to lease the above copier shall be $1,260.29 per
month for a total of 36 months. The county may purchase the
copier at the conclusion of the lease for a total payment of
$4.576. .
Unit C) Machine Room (Model 7000 trade-in)
The unit cost to lease the above copier shall be 81,208.69 per
month for a total of 36 months. The county may purchase the
copier at the conclusion of the lease for a total payment of
54.576.
The Full Service costs for years four and five will be no more
than the amounts stated on the "Cost of Maintenance" on
Proposal page 4.
At the end of the lease, it may be less expensive to replace
the flat rate machine with another flat rate one, depending on
prices available at that time and on the total volume of the
5065. The proposed 5065's can be purchased and used at the
present location or relocated.
Exception Sheet B
Xerox 1090 Copier/Duplicator
Lease Cost
The leases for the two proposed 1090's will vary by location
due to different trade-in values.
Unit A) Police Department (gets 1065 rental credit trade-in)
The unit cost to lease the above copier shall be $ .4 9. 6 per
month for a total of 60 months, The county may purchase the
copier at the conclusion of the lease for a total payment of
$8.320•
Unit B) Clerk/Machine Room (Mode18200 trade-in)
The unit cost to lease the above copier shall be $ 340.15 per
month for a total of 60 months, The county may purchase the
copier at the conclusion of the lease for a total payment of
$8.320.
At the end of the lease, it may be less expensive to replace
the flat rate machine with another flat rate one, depending on
prices available at that time and on the total volume of the
1090's. The proposed 1090's can be purchased and used at the
present location or relocated, although at the planned copy
volumes, five years will be close to their life expediency.
Xerox Service Reps
Service Dispatch Number: 1-800-272-5290
Hilo Oftice
135 Holomua Street
Hilo, Hawaii 96720
Jim Martin
Les Tsugawa
Bruce Aisaka
Kona Office:
75-5995 Kuakini Hwy
Kailua-Kona, Hawaii 96790
Wayne Ashihara
Carl Nozaki
Furnishir<* & Maintaining ~ .<:ie; ;'aver ~;,n~• Machines
At Various Departments # 1?'
Opening Date: May 18, 199
XEROX
Please note that the following clarifications, attachments, and the attached
"Xerox Corporation Additional 'T'erms and Conditions" are a part of our bid
proposal. In the event there is a conflict between the attached "Xerox
Corporation Additional'Perms and Conditions" and those of the bid, the latter
shall prevail.
PROPOSAL
Equipment purchase prices quoted herein are firm for orders placed through
June 30, 1990. Purchase prices for equipment and supply items ordered after
June 30, 1990 shall be those contained in the Xerox State and Local
Government Copying Equipment Price List in effect at the time of order.(,§ ~iA~)
GENERAL SPECIFICATIONS
BRAND NEW EQUIPMENT: The Equipment offered for purchase may be
either newly manufactured or remanufactured, at the option of Xerox. The
purchase warranty for remanufactured Equipment is identical to the
warranty for newly manufactured Equipment.
INITIAL SUPPLIES: Please note that supply prices are separate and in
addition to equipment purchase charges.
GENERAL CONDITIONS
2.13. TIME OF DELIVERY and 2.14. LIQUIDATED DAMAGES: Xerox will
make every attempt to deliver the Equipment within thirty (30) days. On
occasion, certain Equipment models may be temporarily constrained. On such
occurrences, Xerox will notify the Customer of the expected delivery date and,
if not satisfactory to the Customer, the Customer may cancel the order
without penalty to either party.
2.15. PATENTED ARTICLE: Xerox agrees to this paragraph in its entirety
with the understanding that Xerox is promptly notified in writing and has
sole control of the defense and settlement of such claims, suits, and actions,
but Xerox' indemnity shall not apply to any infringement arising solely from
the use or sale of equipment in combination with any device or Equipment not
provided hereunder by Xerox, or to any infringement caused by modification
of the Equipment by other than Xerox.
Thank you for the opportunity to bid.
990
TION
& Local Government Contracts Manager
Enclosures
xEROx coepoR.ArloN
ADDITIONAL TERSIS AND CO SDITIO\"S
Payment Terms: Set, thirty 130) days
Physical Pru per[y Guidelines for Supplies: Xerox uray develop minimum physical properly guidelines Ibr supplies for use in rented
Equipment m' Equipment under Full Service Maintenance. Such guidelines shall be available to the Customer and its suppliers upon request.
Customer shag discontinue use, upon notice from Xerox, of any supply item for Equipment rented or under Full Service 1aintenance which causes
machine damage, requires unreasonable excessive servicing or does not meet current minimum physical property guidelines which Xerox may
have published for such supply item. if Customer fails to disconti~me use of such supply item after notice by Xerox, Xerox may cancel the rented
Equipment or [he Full Service Maintenance.
Force ltajeure: Except for th'e obligations of payment set torch herein, nei User Xerox nor Customer shall be liable for nun~perfo l'mance caused by
circumstances beyond its control including, but not limited tu, work stoppages, fire, civil disobedience, riots, rebellions, acts of Cod, and similar
occurrences.
Xeroz Developer: The Xerox Technical Represents[ice will remove [he developer when, in his or herjudgement, it is necessary to do so in order to
optimize machine performance. With respect to Equipment rented or maintained under Full Service Maintenance from Xerox, Customer agrees to
gran[ Xerox Technical Representatives the sole right to install developer. Upon removal ofXeroz Developeq the Technical Representative may, at
Xeroz' option, remove the material from the Customer's premises unless the Customer specifically requests [hat the developer be left on its
premises.
Equipment: Purchase or rental price includes operator training, normal delivery/removal charges, lexclusice of riggings, and where applicable,
warts nt}' on parts and labor.
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.
Newly Manufactured Definition: Newly manufactured Equipment means newly assembled Equipment which may contain components chat
hate been reprocessed to assure machine compliance with product perfa'mance and reliability specifications.
Remanufactured Equipment Definition: Remanufach[red Equipment means Equipment which has been subject to the following factory
processes at a Xerox plant i 1 ~ disassembly to predetermined standards established by Xerox Corporation for each model, X21 cleaning, ~3i
refinishing, (41 inspection and testing to new machine [es[. standards, i51 replacement of defective components with new, remanufactured, or used
components, and (61 installation of all retrofits designated by Xeroz as field mandatory as oC [he date of machine installation. Comparents which
are not new are those which in Xerox'technica] ezperiencewilt not a(Cect machine performance. The purchase warranty for Xerox remanufactured
Equipment is identical to Xerox' newly manufactured Equipment purchase warranty. In addition, Xeroz remanufactured Equipment is eligible for
the same Full Service Maintenance terms and conditions as newly manufactured Equipment.
Attachment of NomXero< Accessories to CusGtmer~O.vned Xerox Equipment: Xeroz Personnel mill not install or connect non-Xerox
attachments and will no[ be responsible for obtaining UL listing for such attachments. Full Service Maintenance or Time and Materials repair
service charges will be provided for Customer-awned Xerox Equipment w ith 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 (or the interface harness, and its installation, will be quoted at the established commercial
price in e(iect at the time. Cpon installation. the interface wiring harness will hecomethe property of the Customer.
OPERATION SUPPLIES GENERAL TERMS AND CONDITIONS
Xeroz Supply Warrant}':
a. Supplies: Xerox warrants suppliesto be free 6"om defects in material and workmanship and will replace any supplies found to be defective.
b. OTHER THAN THE OBLIGATION OF XEROX EXPRESSLY SET FORTH HEREIN, XEROX DISCL:IIMS ALL WARRANTIES, EXPRESS
OR IMPLIED. THE FOREGOING CONSTITUTES XEROX' SOLE OBL[GATION WITH RF,SPECT TO DA\1AGF. S, WHETHER
ISCIDENTAL OR CONSEQUESTI.4 L, RESULTING FRO?1 TI IF. USE OR PERFOR}L1SCE OF "fllR E«L IP?LENT OR F'ROAI DEFECTS
IN DEVELOPEROR OTHER SUPPLIES.
Delivery Terms: Price includes delivery F.O.B. destination, to Customer's receiving facility, freight prepaid.
Supply Returns: Xeroz Corporation will accept for credit the return of Xerox supply products purchased directly from Xerox which have been in
the customers possession for less than 30 days lfrmn the date of invo ice ~ except for:
a1 Supplies that were damaged in the customers'possession.
bi Supplies made for special m'der for the customer wiles damaged in shipmem.
Specific product warranties take precedence over this general return Policy.
Xeroz Corporation will accept supply products for exchange within 90 days of equipment removal for trade [o other Xeroz equipment
unless the supply products are cancelled or obsolete.
All returned supplies nmst be in canplete unopened cartons and in good resaleable condition. The customer is responsible for return
arrangements and freight charges. This does notapply[o supplies damaged in shipment or which fail under warranty.
Customer must call XEROX CCSTOMER SERVICE AT 800822-2502 to obtain a RETURN AUTHORIZATION NCr \IBER hel'ore
rrt urning supplies to Xrrox.
Xeroz will not accept any supplies retw'ned without a RF,TG RN ACTHORIZATION NU MBER or any supplies sent freight collect.
Developer Installation and 1Varran [y: All developer kill he chn raged by the Xerox Technical Represcn [auva in accordance with applicable
Xerox maintenance procedures. Customers req uestinG early developer changes will be subject to charge I'nr labor and mnteria ls. The Xerox
Technical Representative may, at Xeroz' optimt, remote used dcvelo per h'an the Customer's prewises unless the Customer spec~hcally rnyuests
that the developer ne lefl in its possession. Xerox developer may conG~in recycled core material. Xrrnz decelnper is warranted only ~chen installed
by Xerox Xerox decelnper is warranted for the minimum uuntber of copies or days Crow date of ins[e llaunn as stated below. The warranty on
developers warranted for a minimwn number of copies gilt expire at that copy count or six e6l nwnths Gmn the date of installation, whichever
occurs fns[. Developers listed in (}coup A below are warranted when used with any toner that has been designed and specified for use in the
Equirynent..All of her develo pen are warrutted only when used with the app ropria[e Xeroz toner, dry imager, dry ink nr dry ink plus.
1065/5065 BO,U00 Copies
PCLLSERV[CE MAIYTEVA\CE AGREEMEtiT
P:1RT I -Terms and Conditions Applicable lu ;dl 1luchine Models :rod Price Plan,
1. Period of Assured Availability of FSM:
a. Initial Period of Availability - %eroz will honor FSM orders which become effective on the dace of purchase for the expiration of the
ninety [901 [or thirty six [36] months for Model 101311 fm' the initial period as specified in the attached table entitled "Initial Period of
Assured Availability of FSM".Orders will be honored during the initial period at prices, terms and conditions in effect at [he time the
service is provided.
b. Extended Period of Availability - Kinety 1901 days prior to the aspiration 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 [he
renewal of the service at the prices, terms and conditions [hmt in effect (or Extended Term FS\1, or reject the renewal of FS}1. For the
Extended Period Service, Xerox does not represent that it will ne able to maintain [he Equipment in good working order, and the machine
replacement provision described herein does no[apply co Extended Period Service.
2. Description of Full Sen'ice Maintenance:
a. During thelnitial Period, Xerox will maintain the Equipment in good working order. Service will include:
1) Unscheduled repairs upon request by Lhe Customer during Xerox'eight181 regular working hours.
2) On-going maintenance as defined by the cun'e rat Xerox service policies applicable to the respective products, which includes:
lubrication, cleaning, adjustments, and [he replacement of parts which are unsen'iceable. Replacement parts may have been used
and reprocessed in accordance with Xerox specifications.
3) The unsen'iceability of parts wilt be solely determined by Xerox, and replaced on an exchange basis. Replaced parts will become the
property ofXeros.
b. During any Extended Term Xerox will provide service on the same timely basis as Equipment in its Initial Period. Xerox does not
represent, however, that it will ne 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 Term will include:
U Unscheduled repairs upon reyuest by the Customer during Xerox eight 181 regular working hours.
2) On-going maintenance as defined by the then current Xerox service policies applicable to the respective products, which includes:
lubrications, cleaning, adjustments and the replacement of parts which are unserviceable. Replaced parts may have been used and
re processed in accordance with Xerox specifications.
U) The unserciceability of parts will be solely determined by Xerox, and replaced on an exchange basis. Replaced parts will be am[e [he
property of %erox.
c. If the Customer requests sen~ice outside the terms herein, it will be furnished in accordance with the hour rate provisions on an Open
Market basis.
d. Xerox willinstall on-site engineering improvements bearing the internal Xerox designation "mandatory retrofit"which are placed on the
same model of Xerox rental Equipment, except that if the Equipment has not been subject to a FSSt continually 6'om the expiration of the
purchase Equipment warranty, only such retrofits as are introduced by Xerox during the term of FSM will be installed.
9. Acceptance by Xerox of Full Service Maintenance:
a. Full Service Maintenance is only available for Equipment hacingacalid Xerox serial number and ULlisting.
b. Equipment purchased fi~mn Xerox and/or serviced on ocher than Full Service >laintenance 1 FS~I1 basis which has been installed for less
than five 151 years from the Warranty Expiration Date or the Equipment Installation Date, whichever is appropriate. is eligin le for
conversion from Time and )laterials Service to FSM subject [u inspection of the Equipment and repairs and ports replaceuunt 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 Materiels $em'ice and [he Xerox Parts Price List. Parts replacement shall include replacement ofthe phntorecepco r.
c. Equipmentwill not be accepted for FSM orSM if five 151years hate elapsed from the Warranty Expiration or the Equipment Installation
Date or if the Equipment cannot be brought to Xerox Standards. In the even[ Equipment is not placed on PSM or 5\1 after an inspection
requested by the Customeq Customer shall nevertheless pay all charges attributed to such inspection.
d. Engineering and Graphic Products: Equipment purchased from Xerox and serviced on other than Full Service Maintenance oasis for less
than one 111 year from the Warranty Expiration Date is eligible fnr co m'ersion to Full Service Maintenance, sunject to inspection and
acceptance of the Equipment by Xerox. Any such inspection requested by the Customer shell be at Customer's expense and at the Xeroz
Time and Materials Rate Chen in effect. 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.
e. Xerox reserves the right not to accept orders requiring FSM in those areas which are remote or not readily or adequately serviced by
Xeroz.
4. Sen'ices dot Includ eel: Services not included in FSl[ will he eha egad in accordance with the Xerox Time and Ma[eria is rates then in effert_
Those services not included in FSM are, but are not limited to, the following: 1 r optional retrofits, 31 services connected with relocation .d
Equipment lsee paragraph 51; 3) adding nr removing accessm'ies, attachments ur other devices; 4~ exterim' painting m' rrlinishing the
Equipment, 51 the performance of normal operator functions as described in Xeroz Operation Manua11s1:61 repair o(damage from any cause
whatsoeveq except that caused by the sole negligence of Xeroz, 71 increase in service time resulting from either operator neglect ur uniyue
applications, or defective suppl ies, and 81 the fm'nishing of suppl c items.
5. Relocation of Equipment During the relocation, charges for FSM will continue without interru ption.
a. Relocation by Xernx:The'Equipment Relocatind teens shown under Rental Termsare npplir.[ble.
b. Relocation by Customer: Xerox reserves the right to examine [he machine at the new sate- If repairs are req aired. Xena will submit u
quotation for the repairs. If charges are approved by the Customer, FSSt service will resume at the new' site lafier repairs). If no[
accepted 6y the Customer, FSM will be cancelled effective immediately with no (m'ther obligation nneither party.
Note: Any technical service assistance (et the old or new site) requested by the Customer in connection with [he relocation will be billed
tit [he hourly rates shown elsewhere herein.
G. 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 nt
[he expiration of its pw'chase warranty, whichever occurs later, to the terms and conditions of FSM at the FSt<t 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 thirty 1301 days prior to that
attachment, was either- 1l subject to FSM and more than flee i51 years hate elapsed from the accessory's purchase warranty expiration
date; or''21 not subject to FS91 and more than rivo 12) years hate elapsed from the attessor}'s purchase warranty expiration date. Xerox
also may terminate F.SM a[ any time upon written notice if any Xeroc necessary attached to the maiufi'a me, and Cor which no FS\f pricing
is available, ennnat, in Xeros'so le discretion, be maintained in good working order and the Customer does not remace w' replace such
accessory upon notice from Xeros.
b. Any Xerox accessary fm' which no FS\T pricing is available and which is attached to the mainframe will be serviced during [he term of
FSM as part of the normal service of the mainframe. Howeceq in the even[ Xeroz, at its sale discretion, can no longer maintain such
accessory in good working order, Xerox will notify the Customer to remace or replace such accessory. Failure to remace such accessory
will result in termination of [he FSM )for the mainframe r.
Replacement of Mac hine5 and Accessories: [f, during the Ltitial Period, Xeros, in its so le judge meet, cannot maintain the Equipment in
good working a'der. Xeros shall replace the Equipment with another snit in good wm'king order ufthe same product desig notion subject to the
following provisions:
a. If Xeros, in its sole judgement during period of assurer) availability, is unable to maintain Equipment in working order, Xerox shall
replace Equipment with Equipment of the same model with the same capabilities or Equipment of a different model with comps cable
capabilities. ((replacement unit is a product of greater capabilities, Customer agrees to pay [hen current FSM rates for the replacement
unit. If a replacement unit is rey aired, all Equipment placement, removal, transportation and rigging costs shall he home by Xeros. If
Equipment is an Engineering and Graphic Product Mainframe and Xeros determinesa replacement unit far the same model is no longer
available, Xerox may discharge its obligations under this Paragraph by making payment [o Customer ey ual to the Trade-In Value based
on original List Price or cm'rent List Price ofsuch Equipment, whichever is greater.
b. If Xeros cannot maintain an accessory for which PSM pricing is available in good working ordeq i[ shall replace [hat accessory in
accordance with the above conditions but shall have no obligation to replace the mainframe and/or any accessory which Xeros de[ennines
to he in good working order.
e. 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 for number ofcopiesi
remaining on the unit replaced.
Note: No additional warranty will apply.
B. Equipment Evaluation: During the fifth year of Initial Term for newly manufactured or remanufactured Equipment or during the [hind
year of Initial Term for reconditioned Equipment a' Equipment preciously on lease, Xerox reserves the right to evaluate the machine and
determine if an off- site renovation at Xeros' expense or identical replacement is necessary to maintain the Equipment in good working order
for the remainder of the Initial Term. 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 Xeroz nor the Customer shall be responsible for failure of
performance of contracts resulting from orders placed hereunder, due [o causes beyond its control including, but not limited to, work stoppages
of Xerox employees or employees of others, fires, civil disobedience, civil commo[ions, riots, rebellions, insurrections, acts of God, and similar
occurrences.
l0. Warranty: OTHER THAN THE OBLIGATION OF XEROX EXPRESSLY SET FORTH HERE( V, XEROX DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRA VTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE. XEROX SHALL NOT BE RESPONSIBLE FOR INCIDENTAL OR CONSEQUENTI:IL
DAMAGES INCLUDING. BUT NOT LIMITED TO, DAMAGES ARISI VG FROM THE USE OR PF.RFOR\1ANCE OF OR EQGIPM E: N'T OR
7lIE LOSS OF USE OFTIIE EQUIP1fENT.
IL Invoicing:
a. Customer shall submit Equipment meter reading Co Xeroz on forms provided by Xerox. Xeroz shall have free access to the Equpment co
ensure the accuracy of the meter readings.
h. Metered uni[copy charges are invoiced upon receipt of the Customer's meter card,exceptthat if the Customer's meter card is not received
by Xerox on a timely basis the unit copy charges may be estimated by Xe roz and invoiced acca'di ngly.
c. The monthly/quarterly minimmn charge andthe copy allowance are pro-rated during any calendar utontWquarter that the Equipment is
installed for less than the full mnnth/yuarter. For billing purposes, all al'.plicable 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:
U Customers onCP Plans will submit meter readings at the end of each month and w'ill be invoiced for Monthly ?finiutwns and excess
copy chargeson a past monthly basis.
21 Post Quarterly Billing: Excess copy charges, over the Semi-Annual Allowance, will be billed at [he end of each six month period
(or the Firm Cmttract Plan, Fiscal Year Plmt, a' Price List period, whichever applies. Customers on (,jCP Plans will submit a ntea•r
read at the erd of each siz month period for E'irm Contract Plan, F'iscul Year Plan or Price List pe rind, whichever applies. The
quarterly Minimum Charge will be iucoiced in arrears at [he en[I of each three calendar month period, Firm Annual Plan, Fivrai
Year or Price List period, whichever curves first.
e. The FSM rates are [hose in effectuponthe data of commencementoC[he FSM Agreement(not on [he date ofm'den.
12. Rreach or Default:
a. If Customer does no[ pay the amomns due hereunder or breaches any of the terms of FS\f, nr if a petition is filed by or against Cusu-ener
under any of the provisions or chapters of the Bankruptcy act of any Amendment thereto, Xerox, in addition to any other legal remedies it
may hate, may terminate FSnI effective upon written notice to Customer.
b. Customer, where permitted by law, agrees to pay co Reros reasonable attorney's fees and legal es penses incurred in exercising any ,~f ns
rights and remedies upon breach of FS\f by Customer.
PARTII-Applicable to Plan A, Plan CP, Phm QCP
Period o[Commilment:
a. Plan CP AND QCP: Contract Period: The contracted period will be from the initial cmnn[e nce ment of FSM co [he end of the Price Lisc
period (renewals of FSbi from the precious Price List will be for the entire Price Lisc period.
b. Plan CP AND QCP: Contract Period iFisrd Year Optinnl: The conU'aded period will be 0'om the initial touune ncement of FSyI to the
end of the Customer's Current liscal venr~re newals of FSM 6'nm the Custtmer's precious liacal}'ear will he Ci n'thr entire Bsril years.
c. Plan CP .AVD QC P: Cons rant Period rFirin :Annual f)ptum r The cunt rlcterl period ~nll he fur twelre ~ 12i month> ti~,m the first day of
the calendar month Collowing the initial conversion [Duane nceu[ent of the FSDf. If the order/cmtvereian occurs nu die firs[ of a calendar
month,thetenn shall be for twelceil2)full months.
2. Cancellationof FSM(ExrlyTermina[ion Charges): Plan CPand QPlincluding Fiscal Year and Firm Contract OptionsC Forcancellation
at the end of the contracted period 30 day prior written notice is requested. Ifcancelled any other time. 30 day prior written notice is required
and termination charges will be due and invoiced in the amount of two 121 times the monthly minim wn charge; Or for [hose plans with a
quarterly minimum charge, two-thirds 12/31 of that charge. The termination charge will be prorated i(cancellation occurs during the last sis[y
1601 days of the Agreement. Proration will be on the basis o(1/60 of the termination charges specified above (or each day after cancellation to
the ez piration date ofthe Agreement.
VOTE: Early Termination Charges (ETC's) Products Groups I - IV have been eliminated; ETC's are applicable for Prnduc[
Groups V and VI.
b. Cancellation by Xerox: Xerox may cancel nvith prior notices under any ofthe following:
U At the expiration ofthe'Ini[ial Period'or'Extended Period but effective ~Uly at the end of the contracted period.
2) If Equipment is placed in an area which violates Xerox published space,electrical, or environmental requirements.
3) If Equipment is moved to an area where FSMis not available.
4) ICEquipment is modified, altered or damaged by other than Xeroxemployees.
5) If the Customer fails after notice by Xerox) to discontinue use of any supply item which causes machine damage or excessive service,
or does not meet any Xerox published minimwn physical property guidelines.
6) If the Customer refuses an ol£-site machine renovation as specified in Part 1, Paragraph H.
7) If Equipment is non'elocated in accordance with Part 1, Paragraphs above.
8) If any non-Xerox accessory attached to the mainframe is, in Xeroz' sole discretion, [he cause of Equipment malfunction and
Customer does not remote or replace such accessory upon notice from Xerox.
3. Ezcep[ians to Termination Charges IApplicahle to Product Groups V and Vi only-):
a. Lack o(Funds: ^'the funding authority of a State Government or Political Subdivision entity fails to appropriate fw~ds to enable the
Cusmmer to continue pap ment of FSM, the Customer may cancel without termination charge provided Xeroz receives at least thirty (301
days prior wri[teo novice stating: al the lack oC appropriated funds as the reason for termination, or hl the Customer (machine user) has
been disestablished or discontinued.
h. If the Equipment is under any longer term FSM Agreement and is traded-in for another Copier/Duplicator purchased from Xerox and an
FSM Agreement is ezecuted for the incoming Equipment at the time of the trade-in order, termination charges will be waived.
C. FSM Agreement on Equipment withinthe eztended period ofavailabili[y, may be cancelled without Termination Charges.
D. Accessories may be cancelled anytime with 30 day prior written notice without Termination Charges, providing the accessory is removed
from the mainframe.
IVITFAL PERIOD OF ,\SSCRED ,1VAILABILI'f 1" OF F'SM
Equipment Purchased
As Vewly Manufactured
Or Remanufaclured
Equipment Purchased
Under Option-dl-Purchase
Or As Reconditioned
1065/5065 7 Years 5 Years
1090 7 Years 5 Years
T LEASE TERMS AND CONDITION
Issue Date
April 1, 1989
The following Terms and Conditions relating to Term Lease are in addition to the General Terms and Conditions contained on the reverse side of the Customer's
copy of the Order Agreement.
1. AGREEMENT
Term Lease is a lease of EquNment. Accessories qr Upgrades (-Equipment). The monthly minimum
payment is composed of charges for the Equipment and, as more fully described in Paragraph
5 0l the General Terms 6 Contlnions. charges tar Maintenance Services for the Equipmem durinq
the term of the lease. The applicable m mon[hN lease payment and the length of this
Agreement are set forth on the front of the Order Agreement The maintenance charges Imdutling
coot/ or smiler charges. if apdicable) are tlefined in the Price List(s) as the Tarm Lease
Maintenance Component.
STATUS OF EQUIPMENT
A. The Equipment to be leasetl antler this Agreement wtll ba newly manutattured. remanu-
lattmed.ln-dace, or previously installed. as identified on the applicable Price List The Mgnitrons
of the foregoing terms era eat 1¢fi below.
B. Newly ManNacWrad Equipment is newly assembled equipment whbh may contain used
components which have been reprocessed to assure machine comdiance with protluR
perormance and reliability specifications. Additional Information concerning the newly manu-
lacrored Mib status of particular epuipment Is contained in the applicable %ice Lists.
C. Remanufactured Egmpment Is epugment which has been dlsassembletl tq a predetermined
standard establisMd by Xerox wim defettive components being redacetl by new. reprocessed.
r used components. Before being inspected era tertetl to newly manula<turetl machine test
standards, the Equipment will M cleaned and refinishetl and all retrgtits tleematl by Xerox
as field mantlamry will M installetl.
D. In-place Equipment is equipment installetl on the Customer s premises pursuant to a Xerox
Order Agreement fa Equipment Services at the time of exewtion of Mis Xeroz Order
Agreement.
E. %evbuslV Installed Equipment rs definetl in the applicable %ice Lsts.
3. CUSTOMER REPRESENTATIONS
The Customer represents that the person signing this Omer Agreement qn behah of me Customer
Is a duly aumorixetl represenbnve. partner. qr proplietor of the Cusomer and has the w[Mnry
w execute this Order Agreement on the Customer s behalf. Tha Customer also represen6 that
the Equryment Is not being kasetl pnmanly for personal, household, or family use.
6. ABSOLUTE 08UGATON
The Cuuomer's oblgation to pay ell sums due is absolute and unconditional. The Customer
cannot tizminab this Agreement before the end of ib term except ae provided below.
9. EXPIRATION/RENEWAL
A. Vpon expiration of ma Agrcement. or upon tlemand by Xerox W rsuant tc Paragraph to below
the Customer shall return tq Xerox all Equipment and any related So9ware Lcensetl by Xerox
m tM Same CgndltlOn as WIl@n CBlvereC 10 t~ LllslORle! (leasgndbe WPB! BrrC t¢Hr exCepteCl
pit boartl such carrier. packed la shipping, as Xerox may specify.
B. When ell oblgations sat lonh In Paragraph 5 a a sadsfietl. the Customer may renew this
Agreement for one additional lease penptl of 12 monMS et the same price and on the 'e
end conditions than In effett. The Customer must give Xerox written notice of renewal at least
3] days before expiration of the term of Mis Agreement
10. EQUIPMENT ADD-ONs
A. By executing an Equipment Add-On Amentlment. Me Customer may atld to the lease subse-
quent Term Leases of Upgrades antl Accessories (hereafter referred to as "Subsequent Leases').
All terms and cgntlibgns of the lease shall apply tp $ubsequam Leases (including the
reservation of a purchase money security interest in Subsequent Lease aquilxnentJ Equipmem
previously leased shall be seCLrity for Subsequent leases until all of [he Customer s obLgatons
under the previous lease are satisfied.
B. The number W lease payments under a $gbsequant Lease shall M the same as the cumber
o/ payments then remaining under the lease.lt Me Customer renews this Agreement, a ses
Ito purchase option. or terminates this Agreement by purchase of me Egmpment. the Wstomer
shall M deemed to have taken the same actipn as to any Upgrade or Accessory. N'hen
equipment Upgrades m Accessories are atldetl to this Agreement. each wbsequent payment
shall be albcated so Mat an amount equal ro the onginal payment is applied to the onginal
Equipment and an amount equal to the increase Is applied m the additional Vpgranes or
Accessories.
11. DISCLAIMER OF WARRANTY ON PURCHASE
XEROX MAKfG NO WARRANTY, ETHER EXPRESS OR /MPL IED AS TO ANY MATTERWNAt50-
EVER. INCLUOM/G ,WITHOUT LIMITATION CONDITION Ci' EQUIPMENT OR lTS MERCHANT
ABILITY OR ffTNESg FOR A PARTICULAR PURPOSE fIX/IPNEN7 PURCHASED BY CUSTOMER
PURSUANT TO PARAGRAPH R ABOVE IS SOLD "AB IS' AND 'WHERE lS'
12. ASSIGNMENT
Xerox may assyn this Agreement or the Egwpment. In whole a part. without nonce to the Cus-
tomer, but Xerox shall remain primarily obligated for its performance under this Agreement.
indutling ma provision of Mamtanance Seances. Ant/ claim or defense that the Customer may
have will Da asserted againn Xerox, antl not against any assignee.
INVOICING AND PRICE INCREASES
A. During the term of this Agrcement. the Customer shall pay as minimum lease payments the
umber and amount M monthly Installments shown on the Term Lease section of the Ortler
Agrcement. The first payment shall M due 30 days attar the Installation Date. Subsequent
payments shall M due on the same day of eacn subsequent month. Xerox will sand to Ma
Customer mmtmy payment reminders, bN delay or failure to santl wch reminders shall nqI
excuse late payments. (The Customer may receive separete monlhtY payment reminders for
eacn item o1 Equipment, Me sum of whk;h will equal the monthly minimum lease payment
shown on tM Term Lease section of the AMr Agreemenq Customer shall not be responsible
for personal property taxes on Me Equipment.
B. Meter or similar charges are prorated ii the Equipment Is Instilled for lass than the full allow-
ance period.
C. Xerox may increase the Maintenance Component of the minimum monthly lease payment
gncluding meter qr similar charges and/w copy allowance If any) witMrrt prior notice.
effective one year otter the Installation Dace and at the end of every twelfth month thereafter.
IFOr Cuswmers receiving Governmental Arcing. %erox may Increase me maintenance com-
ponent without Attic nonce upon expiration of the current governmental Price List antl at the
end of every twelfth month thereafter.) Tha increase shall not exceetl tin (t0) percent.
TIRE/SECURITY INTEREST/RISK OF LOSS
A. The EWtDment. or any Identical Replacement d required. is and snap remain the exclusive
poperty of Xerox or Xerox' assignee anal the Customer exercises the optbn to purcnasa.
8. The Customer grants to %erox a purchase money security interert in the Equipment and all
additions antl/w replacemems m the Equipmem to secure payments tlue under this Agree-
ment The Customer agrees to promptly execute those documents Mat Xerqx deems rea-
sorabN necessary to protein ib semrM interest. if the Customer /ei6 10 tlo so. Xerox shall
have tM right to sign such documenb on Me Customer's behaR. %erox' securrcY Interest shall
terminate Wnen the Customer exarcixa Me optbn ro W rchau. When wch information Is not
availabk from Wblk: sources. tM Customer snail, upon %eroi request, hrnish a copy of the
Customs: s latest autlltid fiscalyear-end financial rtabmettt
C. Xerox inay conwicuously mark Equipmxnt ro bentily Its securhy Interest, and the Customer
shall place ro coMlitting mark qr pemm tM Xerox mark ro M removed.
D. From tM dab that Me Egbiprrient u delNerotl to tM Inatalbtl-at Pddress, the Customer Snell
have eH the risk of bss or dema{p ro tM Equipmem ansinp from tM Customer's fauh or from
men or diuppearanca of the Equipment Xerox anal) have ink o/ loss or damage to the
Equipment from all other causes
]. COMMENCEMENT/ACCEPTANCE
The tirtn of Mis Agreement shall commence an tM Equipment Instilletbn Date. This Agreement
is bintling only alter credtt approval hu Man estadished. Delivery of the Equipment tloes nrn
conrthVte accepbnca. TM Cusromer cannot terminate Mis ABreemem blare tM eM of its term
except to exercise the purchase options Itlm1H'ietl Mlow.
8. PURCHASE OPTONS
A AT E%PISIATON: Provtla0 that tM Cuswmer is cwt in breach. the Customer may W rcheu
Me EquOmmt on expiration of tM Agreemem ar at arty time tlunnp tM renewal thereof et
Me Purohau Option %iu set foM in tM Tarm Lease settbn of mis ptler Agreement, topa[her
with arty epolable axes. The Customer mart give %erox written notice o/ its intention to
exercba tM purMau opion at best 30 ley before expirelion of Me base term.
B. PRIOR TO EXPIRATON: During tM term of the Apreemem, antl provitletl Met tM Cuatamp
e not in both. me Customer may. upon t5 days Apr whttan nodca to %eroz. W rohau the
Egdpnent by paying ell minimum mpnhN laeu peymenb due for Ma remeintlar al the
Agreement Ilea eM uneernad charges, wch es finance « maimerbnce charyea), pus <he
PurMeu Option Price, togaMer whh aM applicabN faxes. Wnen wch artrounb ere tufty pad.
mis Agreement will tarmineti eM Mk to Ma Equipment will trendu to Me Cusromer. An
eaM to Met Customer upon iequew Thsu Puerch mrOptbn amoum may Mmfnanc ielldM
gNiven to r r i
atamar rhooces to finance [ha epacement epaipmant veM Xerox.
13. REMEDY
The remedies are as desaiMtl In Paragraph 5C of the General Terms and Conditions, uNess the
Equipment Is an Engineering antl Graphic Produtts Mainframe. In this case. d %erox date crones
that a replacement unit for the same protluct is no bnger available. Xerox may tliscMrge rs obit
gauons antler this Paregrapn by making payment to the Customer equal to the Tratle+n value
basetl on me onginal List Price or Current List Prbe of such Equpment whkhever is greater
14. DEFAULT
h the Customer does not make timeN payment o1 amounts tlue antler thus Agreement or breaches
any term or condition of this Agrcement Xerox may tledare immetliately due antl payable the
entire amount of unpab minimum monlhN lease payments, plus all otMr amounts due hereunder
(including the Purchase Option %bal.less any unearned charges. Xerox root/ also exercise all rigors
end remedies m a secured parry antler the Uniform Commercial Coda (or other similar Iauul of
Ma state where Equipment is boated, and pursue any offer remedies existing at law or in equity
15. GOVERNMENT AGENCY FUNDING INCOME TA% INDEMNITY AND
TRANSFERABILITY
A. THIS PARAGRAPH 181N ITS ENTRETY IB APPLICABLE ONLY TO CUSTOMERS WHICH
ARE A PART Of A STATE GOVERNMENT OR POUTCAL SUBDIVISION.
B. FUNDING: The Customer states that n Is its Imam to make all Installment payments regmretl
to be maM under this Agreement. However. In the event through no acMn mrtiatetl W the
Customer. Rs legislative body does not apPOpnate funds for the continuation of this
Agrcemam for arty fiscal year after the first fiscal year and It has no tunas to continue this
Agrcement from other sources, the Agreement meY M terminated. To effect the terminaugn
o/ this Agreement. the Curtpmar shall, tnirtY tlays prior to the Mginninq of the fiscal year
for which its legislative body tloes not appropiate funds. sentl Xerox written noUCe stating
Mat Its legislative body taietl t0 appropriate hntls. Such nOhpe shall M accompanietl by the
payment of all sums then owed Xerox under Mis ABreament antl tna Customer shall return
to %erox, at the Customer's expense, the Equipment in gootl condhipn tq a location Msgnated
by Xerqx. The Customer agrees to pay for all copy uuge metla on tM equipment poor to
Rs removal. Thereupon, the Customer will be released from its obligations to make all further
Hasa payments m %erox. In addition. the Cusomer moat certify in the foregong note Mat
the wnceletl Equipment u oot being redacetl by apuipment performing functions similar m
mgsa pertormed by Ma Equipment durinq the next ensuing fiscal yur. Prior tq electing tq
return the EW9ment to Xerox, the Customer sMlt make a reasonable effort to find a viable
assignee within the Customer's general orgenizenm that can coninue tins Agreement. and
atlvice Xerox of Me rewM ao that Xerox may poceu tM necesury documents A the
Customer is wecess/cal in Ilndirg wch an assignee. In ma event the Customer must return
any Equipmem Wrsuent to the terms of the paragraph. %erox shall retiin all sums paW under
this Agreement by the Customer.
C. INCOME TAX INDEMNITY: This Agrcemam has been accepted on Me bass tMt Xerox or
any Assignee of Xerox Mell cbim that intirast paltl Mrwntler is exempt from federal income
tax antler Sembn 1031ep1) of tM Internal Reverwa Lode of 1988. SMultl the Unrtetl States
Governmem diulbw, eliminate, reduce, recapture, a tliaquelify, I whole or in Dart. arty
Mndits of such exempfbn u a rewh of arty acts a omesans by tM Cusromer or as a rawtt
of the inapplicability of wch settbn rt the time the Agrcement is accaptatl Mcause of ins
satus m MB Customer, than aubptt to the appoprietion of funds by Curtomar's lagislanva
body. Customer shall roan indemruly %erox by payment tq )(erox, at Xagi election, of either
lal wpplsmenbl manfily prymema durinq tM romaininq perod of Mis Agreement or Ibl a
lump win payabb upon tlemerd by %erox. Such stgplnnentil monthN a lump win payment
shall M in an amount naceaaery ro permh Xerox ro receive Ion en after tax Mais war Me
full brm of Mia Agreenwnt) the name taro o/ return that Xerox wwd nave realeatl had Mere
rot been a bu w dealbwance of wch barMM, topethp with tM amwm of aM interest
« panetty which mN M asseeaatl by tM Bwpnmentil euthpity wiM respect to such bss
p disalbwarce.
D. TRANSFERABILITY: Notwhllrtardirrg arty different povisbn in iM apdicabk terms and
rontlhions. %erox Corporetbn may rim all, asapn. a otherwise transfer this Agreement and
any anempad sale, asspnment. a vender shall M void antl without effect
TERM LEASE