HomeMy WebLinkAbout2006-012 Lease Agrmt - Xerox
February 8, 2006
Karl Olson
Purchasing Representative
City of Ashland
RE: Ashland Police Department Copier Lease:
Karl:
Attached is a contract substitution utilizing the Willamette ESD purchasing agreement that you have
approved for use by the City of Ashland.
This will cancel the price agreement previously used with the KCDA Purchasing Cooperative.
Your terms and conditions will be standard according to the negotiated contract utilizing the Oregon
laws and language spelled out in the Willamette contract which you have a copy of.
Once the new agreement (attached), is signed we will send it into Xerox and they will perform a contract
substation. No pricing or terms will be changed from the original.
Sincerely, /-1
. :~-~t!ii ~"'~/,' /
Ted Darnall
Xerox Local Agent
~
THE~COMPANY
XEROX
" r
'-,-
LEASE AGREEMENT
Full Legal Name
Customer Name (Bill to)
DBAlName Overflow
Street Address
BoX#/Routing
City, State
Zip Code
Tax ID#
Customer Name (Install) CITY OF ASHLAND
DBAlName Overflow (ifreq'd) POLICE DEPARTMENT
Installed at Street Address 1155 E MAIN ST
Floor/RoomIRouting
City, State ASHLAND, OR
Zip Code 97520-2271
County Installed In Jackson /'
CustmIer Requested Install Date -.. - -.. s l~ I '1-" O~ V
Le P tl Ii f
XEROX.
CITY OF ASHLAND
POLICE DEPARTMENT
20 EAST MAIN
Check all that apply /
o Assoc.lCoop. Name~
IiINegotiated Contract~ 0 DSA Contract #: .
DValue Added Services:
o Attached Customer P.O. #s: Supplies:
Lease:
iii State or Local Government Customer
Int. Rate: % Total Int. Payable: $
D Replac:ementIModification or Prior Xerox Agreement
Agreement covering Xerox ~uipment Serial# (or 95#):
is hereby 0 modified 0 replaced Effective Date:
Comments:
Lease Information Lease Term: 60 months
IiISupplies included in BaselPrint Charges --
o Refin. of Prior Agrmt. : 0 Xerox (95#): 0 3rd Party Eq.
Amt Refin: $ Int Rate: % Total Int Payable: $
ASHLAND, OR
97520-1850
ase aymen norma Ion
Product Purchase Down Prev Fin'l
(with serial number, if in place equipment) Option Payment Install Interm
WCP35H SOT WCP35 DADF-HCF FMV
n350CT nSCNPK DWP256MEM
Customer Ed
Analvst Services
Purchased Supplies Cash Fin'd
Reorder # Otv Descriotion 'rice
Total Price =
s -ru,M ~
Price Information
Periodic Base Charge
Print Charge Meter 1:
Prints 1 -
Prints
Prints
Print Charge Meter 2:
Prints 1 -
Prints
Periodic Min.# of Prints
(based on Meter I Print Charges)
o
o Trade-In Allowance
Manufacturer
Min. Lease Pavment Frea.
(periodil:, excludina excess meler cIwgea)
o Monthly DQuarterly
o Semi-Annual DAnnual
o Other
Min. Lease Pavment Mode
DAdvance 0 Arrears
: MINIMUM LEASE PAYMENT (excl. ofapplic. taxes)
I!J Adiustment Period
Period A - Mos. Affected: Period B - Mos. Affected:
Periodic Base Charge Periodic Base Charge
Print Charge Meter 1: Print Charge Meter 1:
Prin~ 1 - + Prints I _
Prints Prints
Prints Prints
Print Charge Meter 2: Print Charge Meter 2:
Prints 1 - Prints 1 _
Prints Prints
Periodic Min.# of Prints Periodic Min.# of Prints
(based on Meter 1 Print Charges) (based on Meter I Print Charges)
o A lication Software
Software Title
+
o
o
nitial License Fee
o Cash 0 Finance
r.\'iR/llItu/'e ofAI1II/ll/'IzeJ SIRlIl''')
Date:
Unit: 1 2115/2006 13 :03 '05
www.xerox.com
Total Initial License Fees =
o K-16 Billing
SusDension
(check 1 as required)
Months affected
o June only
o July only
o August only
o June - July
o July - August
CUSTOMER ACKNOWLEDGES RECEIPT OF THE TERMS OF THIS
AGREEMENT (CONSISTING OF 7 PAGES INCLUDING THIS FACE PAGEl
Auth. Signer Name: Lee ~ Ju. "'-" h C!.M' ~
(Please Print Name of Authorized Signet(!/"
Signature: X ~a/:;iAut;O!:i};;;r) Date: 2-/1 J.,Io l.
Auth. Signer Title: Finance director Phone: (541)482-5211
E-Mail:
o Tax Exempt (*MIISt tlttIIch Soles Tax Exemption CertiflCllte)
~
Additional Options (cheek all that lIDp\y)
o Run Length Plan I!IFixed Price Plan
o Per-Foot Pricing
o Extended Service Hours:
Description: / $ 0 mo.
I!IAttached Addenda: 54\ OOSLG(I)
Total Allowance =
Total Allowance Applied to: DTrade-In Equip. Balance:
DPrice of Replcrnnt. Equip.:
Agreement Presented By:
Xerox Name' Ted Darnell Phone:(541)779-\25\
FOR AUTHORIZED HQ INTERNAL USE ONLY'
Accepted: Xerox Corporation
By:
Title'
Worksheet: B65629
o Other Addenda:
Xerox Form# 5\860 (0512005) 2/\512006
H~~~""~~ - S.N.<< n "I-(!4
R~~lcJU ~A""J_~ =St:J!J~ ''''''-;z.6__41.
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Page 1 of7
GENERAL TERMS: The following tenns apply to all lease transactions:
I. PRODUCTS. The term "Products" shall refer colIectively to all equipment (the
"Equipment"), software, and supplies ordered under this Agreement. You represent
that the Products are being ordered for your own business use (rather than resale)
and that they wilI not be used for personal, household or family purposes.
2. NON-CANCELABLE LEASE. THIS AGREEMENT IS A LEASE AND IT
CANNOT BE CANCELED OR TERMINATED EXCEPT AS EXPRESSLY
PROVIDED HEREIN, AND YOUR OBLIGATION TO MAKE ALL PAYMENTS
DUE OR TO BECOME DUE SHALL BE ABSOLUTE AND UNCONDITIONAL
AND SHALL NOT BE SUBJECT TO ANY DELAY, REDUCTION, SET-OFF,
DEFENSE COUNTERCLAIM OR RECOUPMENT FOR ANY REASON
WHATSOEVER, IRRESPECTIVE OF XEROX'S PERFORMANCE OF ITS
OBLIGATIONS HEREUNDER. ANY CLAIM AGAINST XEROX MAY BE
ASSERTED SOLELY AGAINST XEROX IN A SEPARATE ACTION.
3. LEASE COMMENCEMENT, PAYMENT, TAXES & CREDIT HISTORY.
A. The lease term for this Agreement shall commence upon installation of the
Equipment; provided, however, for customet-instaIlable Equipment, the lease term
for this Agreement shall commence upon delivery of the Equipment.
B. Invoices are payable upon receipt and you agree to pay Xerox each Minimum
Lease Payment, all Print Charges and all other sums due as follows: (i) if the
invoice displays a due date, payment is due and must be received by Xerox on or
before said due date, or (ii) if the invoice does not display a due date, payment is
due and must be received by Xerox no later than thirty (30) days after the invoice
date. Restrictive covenants on instruments or documents submitted for or with
payments you send to Xerox will not reduce your obligations.
C. You shall be responsible for any and all applicable Taxes, which will be
inclu!led in X;rox's inyoice unless you provide proof of your tax exempt status.
"Taxes" shall mean any tax, assessment or charge imposed or collected by any
governmental entity or any political subdivision thereof, however designated or
levied, imposed on this Agreement or the amounts payable to Xerox by you for the
billing of Products, Print Charges, servi<;es and. main~ance of any kind; Taxes
include, but are not limited to, sales and use, :rental, excise, gross receipts and
occupational or privilege taxes, plus any interest and/or penalty thereon, but
excluding any personal property taxes and taxes on Xerox's net income. If a taxing
authority determines that Xerox did not collect all applicable Taxes, you shall
remain liable to Xerox for such additional Taxes.
D. You, to the extent required by applicable law, authorize Xerox (or its agent) to
obtain credit reports, make such other credit inquiries as Xerox may deem necessary
at any time, furnish payment history information to credit reporting agencies, and
release to prospective assignees of this Agreement or any rights hereunder credit-
related information Xerox has about you and this Agreement.
4. BASIC SERVICES. As a mandatory part of a lease, Xerox (or a designated
servicer) will provide the following Basic Services under this Agreement (unless
you are acquiring Equipment for which Xerox does not offer Basic Services; such
Equipment to be designated as ''No Svc. "):
A. REPAIRS & PARTS. Xerox will make repairs and adjustments necessary to
keep Equipment in good working order (including such repairs or adjustments
required during initial installation). Parts required for repair may be new,
reprocessed, or recovered.
B. HOURS & EXCLUSIONS. Unless otherwise stated, Basic Services will be
provided during Xerox's standard working hours (excluding Xerox-recognized
holidays) in areas within the United States, its territories, and possessions open for
repair service for the Equipment at issue. You agree to give Xerox reasonable
access to the Equipment. Basic Services shall cover repairs and adjustments
required as a result of normal wear and tear or defects in materials or workmanship
(and shall exclude repairs or adjustments Xerox determines to relate to or be
affected by the use of options, accessories, or other connected products not serviced
by Xerox, as well as any non-Xerox alterations, relocation, service, supplies, or
consumables). You agree to use Equipment in accordance with, and to perform all
operator maintenance procedures for Equipment as set forth in, the applicable
manuals provided by Xerox.
C. INSTALLATION SITE & METER READINGS. The Equipment installation
site must conform to Xerox's published requirements throughout the term of this
Agreement. If applicable, you agree to provide meter readings in the manner
prescribed by Xerox. If you do not provide Xerox with meter readings as required,
Xerox may estimate them and bill you accordingly.
D. EQUIPMENT REPLACEMENT. If Xerox is unable to maintain the
Equipment as described above, Xerox will, as your exclusive remedy for Xerox's
failure to provide Basic Services, replace the Equipment with an identical product
or, at Xerox's option, another product of equal or greater capabilities. If a
replacement product is provided pursuant to this Section, there will not be an
Xerox Fonn# 51860t&c (0512005)
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additional charge for the replacement product and, except as set forth in the section
of this Agreement titled "MAINTENANCE COMPONENT PRICE INCREASES",
there will not be an additional charge for Basic Services during the then-current
term during which Basic Services are being provided.
E. CARTRIDGE PRODUCTS. If Xerox is providing Basic Services for
Equipment utilizing cartridges designated by Xerox as customer replaceable units,
including copy/print cartridges and xerographic modules or fuser modules
("Cartridges"), you agree to use only unmodified Cartridges purchased directly
from Xerox or its authorized resellers in the United States and the failure to use
such Cartridges shall void any warranty applicable to such Equipment.
F. PCIWORKSTATION REQUIREMENTS. In order to receive Basic Services
and/or Software Support for Equipment requiring connection to a PC or
workstation, you must utilize a PC or workstation that either (l) has been provided
by Xerox or (2) meets Xerox's published specifications.
G. DELIVERY AND REMOVAL. Xerox will be responsible for all standard
delivery and removal charges. You will be responsible for any non-standard
delivery or removal charges incurred.
5. WARRANTY DISCLAIMER & WAIVERS. XEROX DISCLAIMS, AND
YOU WAIVE, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT AND
FITNESS FOR A PARTICULAR PURPOSE. Thl: parties intend this Agreement to
be a "finance lease" under Article 2A of the Uniform Commercial Code. Except to
the extent expressly provided, herein and to the extent permitted by applicable law,
you waive all rights and remedies conferred upon a. lessee by said Article.
6. INTELLECTUAL PROPERTY INDEMNITY. Xerox, at its expense, will
defend you from, and pay any settlement agreed to by Xerox or any final judgment
for, any claim that a Xerox-brand Product infringes a third party's U.S. intellectual
property rights, provided you promptly notify Xerox of the alleged infringement
and permit Xerox to direct the defense. Xerox is not responsible for any non-Xerox
litigation expenses or settlements unless it preappJrOves them in writing. To avoid
infringement, Xerox may modify or substitute an equivalent Xerox-brand Product,
refund the price paid for the Xerox-brand Product (less the reasonable rental value
for the period it was available to you), or obtain any necessary licenses. Xerox is
not liable for any infringement-related liabilities outside the scope of this Section
including, but not limited to, infringement based upon a Xerox-brand Product being
modified to your specifications or being used or sold with products not provided by
Xerox.
7. LIMITATION OF LIABILITY. Xerox shallllot be liable to you for any direct
damages in excess of $10,000 or the amounts paid hereundc:r, ~i~ever .is ~ater,
and neither party shall be liable to the other for any Special, 1OdlTCct, mCldental,
consequential or punitive damages arising out of or relating to this Agreement,
whether the claim alleges tortious conduct (including negligence) or any other legal
theory. The above-stated limitation of liability shall not be applicable to any
specific indemnification obligations set forth in this Agreement. Any action you
take against Xerox must be commenced within two (2) years after the event that
caused it.
8. ASSIGNMENT.
A. If you wish to assign any rights or obligations under this ~ent, rou sh.all
provide a written notice to Xerox of such request for consent, With sm~ noti~
including the name of the proposed assignee. Your request to asSign thiS
Agreement will be granted by Xerox if: (I) YOll are not in def~t under this
Agreement or any other agreement with Xerox; (2) the proposed assignee agrees to
the section of this Agreement titled "LEASE COMMENCEMENT, PAYMENT,
TAXES & CREDIT HISTORY" as applicable to it, for the purposes of the
proposed assignment; (3) the proposed assignee meets ~er~x's then .c~t credit
criteria for similar transactions as determined by Xerox 10 Its sole discretion; and,
(4) you and the proposed assignee execute a writing, in a form acceptable to Xerox,
confirming said assignment. Assignment by you requires the written consent of
Xerox and may not be accomplished by operation of law.
B. Xerox may assign this Agreement, in whole or in part, to a parent, subsidiary or
affiliate of Xerox, or to a person or entity for the purposes of securitizing a pool of
assets or as part of a third party financial transaction without pri~r noti~ to ~ou;
provided, however, any proposed assignment to a person or entity not Identified
previously in this sentence shall require your prior written ~ent. In ~e event of
an assignment permitted by the preceding sentence, Xerox, Without notice to you,
may release information it has about you related to this Agreement. Each
successive assignee of Xerox shall have all of the rights but none of the obligations
of Xerox hereunder. You shall continue to look to Xerox for performance of
Xerox's obligations, including the provision of Basic Services, ~d you h~by
waive and release any assignees of Xerox from any such claim relating to or ansmg
from the performance of Xerox's obligations hereunder. .You s~all not assert ~y
defense, counterclaim or setoff that you may have or clmm agamst Xerox agmnst
2/1512006
Page 2 of?
any assignees of Xerox. In the event of an assignment by Xerox, you shall remit
payments due in accordance with remittance instructions of the assignee.
9. MINIMUM LEASE PAYMENTS. Each Minimum Lease Payment (which
may be billed on more than one invoice) includes a Periodic Base Charge, and may
include a Periodic Minimum Number of Prints. The Minimum Lease Payments,
along with any additional Print Charges for prints made in excess of the Minimum
Num&er of Prints, cover your cost for the use of the Equipment and its maintenance
(provided as Basic Services).
10. MAINTENANCE COMPONENT PRICE INCREASES. Xerox may annually
increase that amount of the Minimum Lease Payment and Print Charges you are
charged for maintenance of the Equipment (the "Maintenance Component"), each
such increase not to exceed 10"10. (For state and local government customers, this
adjustment shall take place at the commencement of each of your annual contract
cycles. )
II. TITLE, RISK & RELOCATION. Title to the Equipment shall remain with
Xerox until you exercise your option to purchase it. Until you exercise your option
to purchase the Equipment, you agree that: (a) it shall remain personal property; (b)
you will not attach any of it as a fixture to any real estate; (c) you will not pledge,
sub-lease or part with possession of it or file or permit to be filed any lien against it;
and, (d) you will not make any permanent alterations to it. The risk of loss due to
your fault or negligence, as well as theft, fire or disappearance, shall pass to you
upon shipment from a Xerox controlled facility. The risk of loss due to all other
causes shall remain with Xerox unless and until you exercise your option to
purchase the Equipment. Until title passes to you, all Equipment relocations must
be arranged (or approved in advance) by Xerox and shall be at your expense. While
Equipment is being relocated, you are responsible for all payments required to
Xerox under this Agreement. Equipment cannot be relocated outside of the United
States, its territories or possessions until you have exercised the Purchase Option
indicated in this Agreement. If you acquire title to the Equipment, you must comply
with all applicable laws and regulations regarding the export of any commodity,
technology and/or software. All parts/materials replaced, including as part of an
upgrade, will become Xerox's property.
12. DEFAULT & REMEDIES; LATE CHARGES & COLLECTION COSTS.
A. For any payment not received by Xerox within ten (10) days of the due date as
set forth herein, Xerox may charge, and you agree to pay, a late charge equal to the
higher of five percent (5%) of the amount due or $25 (not to exceed the maximum
amount permitted by law) as reasonable collection costs.
B. You will be in default under this Agreement if (I) Xerox does not receive any
payment within fifteen (15) days after the date it is due or (2) if you breach any
other obligation hereunder. If you default, Xerox, in addition to its other remedies
(including the cessation of Basic Services), may require immediate payment, as
liquidated damages for loss of bargain and not as a penaJty, of: (a) all amounts then
due, plus interest on all amounts due from the due date until paid at the rate of one
and one-half percent (1.5%) per month (not to exceed the maximum amount
permitted by law); (b) the remaining Minimum Lease Payments in the Agreement's
term less any unearned finance, maintenance, and supply charges (as retlected on
the lessor's books and records); (c) a reasonable disengagement fee calculated by
Xerox that will not exceed fifteen percent (15%) of the amount in (b) above (said
amount is available from Xerox upon request); and (d) all applicable Taxes. You
also shall either (I) make the Equipment available for removal by Xerox when
requested to do so by Xerox and, at the time of removal, the Equipment shall be in
the same condition as when delivered (reasonable wear and tear excepted), together
with any related software, or (2) purchase the Equipment "AS IS, WHERE IS" and
WITHOUT ANY WARRANTY AS TO CONDITION OR VALUE by paying
Xerox the Purchase Option and all applicable Taxes. Xerox's decision to waive or
forgive a particular default shall not prevent Xerox from declaring any other
default. In addition, if you default under this Agreement, you agree to pay all of the
costs Xerox incurs to enforce its rights against you, including reasonable attorneys'
fees and actual costs.
13. CARTRIDGES. Cartridges packed with Equipment and replacement
Cartridges may be new, remanufactured or reprocessed. Remanufactured and
reprocessed Cartridges meet Xerox's new Cartridge performance standards and
contain new and/or reprocessed components. To enhance print quality, the
Cartridge(s) for many models of Equipment have been designed to cease
functioning at a predetermined point. In addition, many Equipment models are
designed to function only with Cartridges that are newly manufactured original
Xerox Cartridges or with Cartridges intended for use in the U.S. Equipment
configuration that permits use of non-newly manufactured original Xerox
Cartridges may be available from Xerox at an additional charge. Cartridges sold as
Environmental Partnership ("EP") Cartridges remain the property of Xerox. You
agree that you shall return all EP Cartridges and may return other Cartridges to
Xerox, at Xerox's expense when using Xerox-supplied shipping labels, for
remanufacturing once such Cartridges cease functioning.
Xerox Form# 5 I 860t&c (05/2005)
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14. EQUIPMENT STATUS. Unless you are :lICqumng Previously Installed
Equipment, Equipment will be either (a) "Newly Manufactured", which may
contain some recycled components that are reconditioned; (b) "Factory Produced
New Model", which is manufactured and newly serialized at a Xerox factory, adds
functions and features to a product previously disassembled to a Xerox
predetermined standard, and contains both new components and recycled
components that are reconditioned; or, (c) "Remanufactured", which has been
factory produced following disassembly to a Xerox predetermined standard and
contains both new components and recycled components that are reconditioned.
15. LEASE OPTIONS. The following options are available for Equipment subject
to this Agreement.
A. PURCHASE OPTION. If not in default, you may purchase the Equipment, "AS
IS, WHERE-IS" and WITHOUT ANY WARRANTY AS TO CONDITION OR
VALUE: (i) at the end of the lease term for the Purchase Option indicated on the
face of this Agreement (i.e. either a set dollar amount or the Fair Market Value of
the Equipment at the lease term's conclusion ["FMV")), plus all applicable Taxes,
or (ii) any time during the lease term by paying: (I) all amounts then due; (2) the
remaining Minimum Lease Payments in the Agreement's term less any unearned
finance, maintenance, and supply charges (as retlc:cted on the lessor's books and
records); (3) a reasonable disengagement fee call.:u1ated by Xerox that will not
exceed fifteen percent (15%) of the amount in (2) above (said amount is available
from Xerox upon request); (4) the applicable Purchase Option; and (5) all
applicable Taxes.
B. RENEWAL. Unless either party provides notice at least thirty (30) days before
the end of the lease term of its intention not to re:new this Agreement, it will be
n::newed automatically on a month-ro-month basis at the same price, terms and
conditions and billing frequency as the original Agreement. During this renewal
period, either party may terminate this Agreement upon at least thirty (30) days
notice.
C. LEASE TERMINATION. Upon termination pursuant to B. above, and if you
have not purchased the Equipment, you shall make the Equipment available for
removal by Xerox when requested to do so by Xerox and, at the time of removal,
the Equipment shall be in the same condition as when delivered (reasonable wear
and tear excepted), together with any related software.
16. PROTECTION OF XEROX'S RIGHTS. YOII hereby authorize Xerox or its
agents to file, by any permissible means, financing statements necessary to protect
Xerox's rights as the Equipment Lessor. Xerox, on your behalf and at your
expense, may take any action required to be taken by you under this Agreement that
you fail to take.
17. REPRESENTATIONS, WARRANTIES & COVENANTS. Each party
represents that, as of the date of this Agreement, it has the lawful power and
authority to enter into this Agreement, the individuals signing this Agreement are
duly authorized to do so on its behalf and, by entering this Agreement, it will not
violate any law or other agreement to which it is a party. You are not aware of
anything that will have a material negative effect on your ability to satisfy your
payment obligations under this Agreement and all financial information you have
provided, or will provide, to Xerox is true and accurate and provides a good
representation of your financial condition. Each party agrees that it will promptly
notify the other party in writing of a change in ownership, if it relocates its principal
place of business or changes the name of its business.
18. NOTICES. Notices must be in writing and wiJI be deemed given five (5) days
after mailing, or two (2) days after sending by nationally recognized overnight
courier, to the other party's business address, or to such other address designated by
either party to the other by written notice given pursuant to this sentence. The teon
"business address" shall mean, for you, the "Bill to" address listed on the first page
of this Agreement and, for Xerox, our inquiry address set forth on the most recent
invoice to you.
19. FORCE MAJEURE. Xerox shall not be liable to you during any period in
which its performance is delayed or prevented, in whole or in part, by a
circumstance beyond its reasonable control, which circumstances include, but are
not limited to, the following: act of God (e.g., tlood, earthquake, wind); fire; war;
act of a public enemy or terrorist; act of sabotage; strike or other labor dispute; riot;
misadventure of the sea; inability to secure materials and / or transportation; or, a
restriction imposed by legislation, an order or a rule or regulation of a governmental
entity. If such a circumstance occurs, Xerox shall undertake reasonable action to
notify you of the same.
20. MISCELLANEOUS. This Agreement constitutes the entire agreement as to its
subject matter, supersedes all prior and contemporaneous oral and written
agreements, and shall be construed under the laws of the State of New York
(without regard to contlict-of-Iaw principles). You agree to the jurisdiction and
venue of the federal and state courts in Monroe County, New York. In any action to
enforce this Agreement, the parties agree to waive their right to a jury trial. If a
2/15/2006
Page 3 of?
court findS any term of this Agreement to be unenforceable, the remaining terms of
this Agreement shall remain in effect. Both parties may retain a reproduction (e.g.,
electronic image, photocopy, facsimile) of this Agreement which shall be
admissible in any action to enforce it, but only the Agreement held by Xerox shall
be considered an original. Xerox may accept this Agreement either by its
authorized signature or by commencing performance (e.g., Equipment delivery,
initiating Basic Services, etc.). All changes to this Agreement must be made in a
writing signed by both parties; accordingly, any terms on your ordering documents
shall be of no force or effect. The following four sentences control over every other
part of this Agreement and over all other documents now or later pertaining to this
Agreement. We both intend to comply with applicable laws. In no event will
Xerox charge or collect any amounts in excess of those allowed by applicable law.
Any part of this Agreement that would, but for this Section, be read under any
circumstances to allow for a charge higher than that allowed under any applicable
legal limit, is limited and modified by this Section to limit the amounts chargeable
under this Agreement to the maximum amount allowed under the legal limit. If, in
any circumstances, any amount in excess of that allowed by law is charged or
received, any such charge will be deemed limited by the amount legally allowed
and any amount received by Xerox in excess of that legally allowed will be applied
by us to the payment of amounts legally owed under this Agreement, or refunded to
you.
SOFTWARE TERMS: The following additional terms apply only to transactions
covering Application Software and/or Xerox-brand Equipment:
21. SOFTWARE LICENSE. The following terms apply to copyrighted software
and the accompanying documentation, including, but not limited to, operating
system software, provided with or within the Xerox-brand Equipment acquired
hereunder ("Base Software") as well as software specifically set out as "Application
Software" on the face of this Agreement. This license does not apply to any
Diagnostic Software or to any software / documentation accompanied by a
clickwrap or shrinkwrap license agreement or otherwise made subject to a separate
license agreement.
A. Xerox grants you a non-exclusive, non-transferable license to use the Base
Software within the United States, its territories, and possessions (the "United
States") only on or with the Equipment with which (or within which) it was
delivered. For Application Software, Xerox grants you a non-exclusive, non-
transferable license to use this software within the United States on any single unit
of equipment for as long as you are current in the payment of any indicated
software license fees (including any Annual Renewal Fees). You have no other
rights to the Base or Application Software and, in particular, may not: (1)
distribute, copy, modifY, create derivatives of, decompile, or reverse engineer this
software; (2) activate any software delivered with or within the Equipment in an
unactivated state; or, (3) allow others to engage in same. Title to the Base and
Application Software and all copyrights and other intellectual property rights in it
shall at all times reside solely with Xerox and/or its licensors (who shall be
considered third-party beneficiaries of this Agreement's software and limitation of
liability provisions). Base and Application Software may contain, or be modified to
contain, computer code capable of automatically disabling proper operation or
functioning of the Equipment. Such disabling code may be activated if: (a) Xerox
is denied reasonable access to the Base or Application Software to periodically reset
such code; (b) you are notified of a default under any term of this Agreement; or,
(c) your license is terminated or expires.
B. Xerox may terminate your license for any Base Software (1) immediately if
you no longer use or possess the Equipment or are a lessor of the Equipment and
your first lessee no longer uses or possesses it, or (2) upon the termination of any
agreement under which you have rented or leased the Equipment.
C. If you transfer possession of the Equipment after you obtain title to it, Xerox
will offer the transferee a license to use the Base Software within the United States
on or with it, subject to Xerox's then-applicable terms and license fees, if any, and
provided the transfer is not in violation of Xerox's rights.
D. Xerox warrants that the Base and Application SQftware will perform in material
conformity with its user documentation for a ninety (90) day period from the date it
is delivered or, for software installed by Xerox, the date of software installation.
Neither Xerox nor its licensors warrant that the Base or Application Software will
be free from errors or that its operation will be uninterrupted.
22. SOFTWARE SUPPORT. During the period that Xerox (or a designated
servicer) provides Basic Services for the Equipment but in no event longer than five
(5) years after Xerox stops taking orders from customers for their acquisition of the
subject model of Equipment, Xerox (or a designated servicer) will also provide
software support for the Base Software under the following terms. For Application
Software licensed pursuant to this Agreement, Xerox will provide software support
under the following terms provided you are current in the payment of all Initial
License and Annual Renewal Fees (or, for programs not requiring Annual Renewal
Fees, the payment of the Initial License Fee and the annual "Support Only" Fees).
Xerox Fonn# 51860t&c (05/2005)
A. Xerox will assure that Base and Application Software performs in material
conformity with its user documentation and will maintain a toll-free hotline during
standard business hours to answer related questions.
B. Xerox may make available new releases of the Base or Application Software
that primarily incorporate coding error fixes and are designated as "Maintenance
Releases". Maintenance Releases are provided at no charge and must be
implemented within six (6) months after being made available to you. Each new
Maintenance Release shall be considered Base or Application Software governed
by these Software Terms. New releases of the Base or Application Software that
are not Maintenance Releases, if any, may be subject to additional license fees at
Xerox's then-current pricing and shall be considered Base or Application Software
governed by these Software Terms (unless otherwise noted). Xerox will not be in
breach of its software support obligations hereundc:r it: in order to implement, in
whole or in part, a new release of Base or Application Software provided or made
available to you by Xerox, you must procure, at your expense, additional hardware
and/or software from Xerox or any other entity. You agree to return or destroy all
prior releases.
C. Xerox will use reasonable efforts, either directly and/or with its vendors, to
resolve coding errors or provide workarounds or patches, provided you report
problems as specified by Xerox.
D. Xerox shall not be obligated (1) to support any Base or Application Software
that is two or more releases older than Xerox's most current release or (2) to remedy
coding errors if you have modified the Base or Application Software.
E. For Application Software, Xerox may annually increase the Annual Renewal
and Support-Only Fees, each such increase not to exceed 10%. (For state and local-
government customers, this adjustment shall take place at the commencement of
each of your annual contract cycles.)
23. DIAGNOSTIC SOFTWARE. Software used to maintain the Equipment and/or
diagnose its failures or substandard performance (collectively "Diagnostic
Software") is embedded in, resides on, or may be loaded onto the Equipment. The
Diagnostic Software and method of entry or access to it constitute valuable trade
secrets of Xerox. Title to the Diagnostic Software shall at all times remain solely
with Xerox and/or Xerox's licensors. You agree that (a) your acquisition of the
Equipment does not grant you a license or right to use the Diagnostic Software in
any manner, and (b) that unless separately licensed by Xerox to do so, you will not
use, reproduce, distribute, or disclose the Diagnostic Software for any purpose (or
allow third parties to do so ). You agree at all times (including subsequent to the
expiration of this Agreement) to allow Xerox to access, monitor, and otherwise take
steps to prevent unauthorized use or reproduction of the Diagnostic Software.
GOVERNMENT CUSTOMER TERMS: The following additional terms apply
only to lease transactions with state and local govenunent customers:
24. REPRESENTATIONS & WARRANTIES, FUNDING, TAX TREATMENT &
PAYMENT.
A. REPRESENTATIONS & WARRANTIES. You hereby represent and warrant,
as of the date of this Agreement, that: (1) you are a State or a fully constituted
political subdivision or agency of the State in which you are located and are
authorized to enter into, and carry out, your obligations under this Agreement and
any other documents required to be delivered in connection with the Agreement
(collectively, the "Documents"); (2) the Documents have been duly authorized,
executed and delivered by you in accordance with all applicable laws, rules,
ordinances and regulations (including, but not limited to, all applicable laws
governing open meetings, public bidding and appropriations required in ~nnection
with this Agreement and the acquisition of the Equipment) and are valId, legal,
binding agreements, enforceable in accordance with their terms and the person(s)
signing the Documents have the authority to dlo so, are . act:ing with the fu~1
authorization of your governing body and hold the offices mdlcated below theIr
signatures, each of which are genuine; (3) the Equipment is essential to the
immediate performance of a governmental or proprietary function by you within the
scope of your authority and shall be used during the lease term only by you and
only to perform such function; and, (4) your obligations to remit payments under
this Agreement constitute a current expense and 1I0t a debt under applicable state
law and no provision of this Agreement constitute; a pledge of your ~ or: g~n~
revenues and any provision that is so construed by a court of competent Junsdu:tJon
is void from the inception of this Agreement.
B. FUNDING. You represent and warrant that all payments due and to become
due during your current fiscal year are within the fiscal budget of such year and are
included within an unrestricted and unencumbered appropriation currently available
for the lease/purchase of the Equipment, and that it is your intent to use the
Equipment for the entire lease term and to make all payments required under this
Agreement. In the event that (1) through no action initiated by you your legislative
body does not appropriate funds for the continuation of this Agreement for any
fiscal year after the first fiscal year and has no funds to do so from other sources,
and (2) you have made a reasonable but unsuccessful effort to find a creditworthy
2/15/2006
Page 4 of7
assignee acceptable to Xerax in its sale discretian within yaur general arganizatian
wha can continue this Agreement, this Agreement may be terminated. Ta effect this
termination, yau shall, thirty (30) days priar to the beginning .of the fiscal year far
which yaur legislative body does nat appropriate funds far such upcoming fiscal
year, send Xerax written natice stating that yaur legislative body failed to
apprapriate funds and that yau have made the required effart to find an assignee.
Yaur natice must be accompanied by payment .of all sums then awed through the
current year to Xerox under this Agreement and must certify that the canceled
Equipment is nat being replaced by equipment perfarming similar functians during
the ensuing fiscal year. In additian, yau agree at yaur expense to return the
Equipment in good conditian to a locatian designated by Xerox and that, when
returned, the Equipment will be free .of all liens and encumbrances. Yau will then
be released fram yaur abligatians to make any further payments ta Xerox beyand
thase due far the current fiscal year (with Xerax retaining all sums paid to date).
C. TAX TREATMENT. This Agreement has been accepted on the basis afyaur
representatian that Xerax may claim any interest paid by yau as exempt fram
federal income tax under Sectian 103(c) .of the Code. Yau agree to comply with the
infarmatian reparting requirements afSectian 149(e) .of the Code. Such compliance
shall include, but nat be limited to, the execution .of 8038-G .or 8038-GC
Infarmatian Returns. Yau hereby appaint Xerax as yaur agent to maintain, and
Xerox agrees to maintain, .or cause to be maintained, a complete and accurate record
.of all assignments .of this Agreement in farm sufficient to comply with the book
entry requirements .of Sectian 149(a) .of the Code and the regulatians prescribed
thereunder fram time to time. Shauld Xerox lase the benefit .of this exemptian as a
result .of yaur failure to comply with .or be covered by Sectian 103(c) .or its
regulatians, then, subject to the availability .of funds and upon demand by Xerox,
yau shall pay Xerax an amaunt equal to its lass in this regard. At the time .of
executian .of this Agreement, yau shall pravide Xerax with a properly prepared and
executed copy .of US Treasury Farm 8038 .or 8038-GC.
D. PAYMENT. Yaur payment is due within thirty (30) days .of .our invaice date.
ADDITIONAL TERMS: The fallawing additianal terms apply .only ta the extent
that yau have agreed to .one .or mare .of the aptians described belaw:
25. CONSUMABLE SUPPLIES INCLUDED IN.BASE/PRINT CHARGES. If
this aptian has been selected, Xerax (.or a designated servicer) will provide yau with
black taner (excluding highlight colar toner), black develaper, copy Cartridges, and,
if applicable, fuser ("Cansumable Supplies") thraughout the term .of this
Agreement. Far full-colar Equipment, Cansumable Supplies shall also include, as
applicable, colar toner and develaper. Yau agree that the Cansumable Supplies are
Xerox's property until used by you, that you will use them only with the Equipment,
that you will return all Cartridges to Xerox for remanufacturing once they have
been run to their cease-functian point (at Xerox's expense when using Xerox-
supplied shipping labels), and that at the end of the term of this Agreement either
(a) you will return any unused Consumable Supplies to Xerox (at Xerox's expense
when using Xerox-supplied shipping labels)or (b) destroy them in a manner
permitted by applicable law. Should yaur use of Cansumable Supplies exceed
Xerox's published yields for these items by mare than 10010, yau agree that Xerox
shall have the right to charge yau for any such excess usage. When requested by
Xerox, you agree to provide meter readings and inventory of Cansumable Supplies
in your possession.
26. REPLACEMENT / MODIFICATION OF PRIOR XEROX AGREEMENT. If
this optian has been selected, this Agreement will replace or modify a prior
agreement between you and Xerax covering the specified equipment. If it is a
replacement agreement, the prior agreement shall be null and void. If it is a
modification, the priar agreement shall remain in effect except that any terms
presented in this modification agreement that conflict with, or are additive to, any of
the terms in the prior agreement shall take precedence over the terms in the prior
agreement for the balance of the Agreement. In addition, modifications requiring a
reamortization of your payments may include a one-time administrative/processing
charge that will appear on your first bill under this revised arrangement.
27. XEROX AS FINANCIAL INTERMEDIARY. If this optian has been selected,
yau are leasing specifically identified products that were selected by you and that
are nat sold by Xerox in the narmal course of its business. If you have signed a
purchase contract for such products, by signing this Agreement you assign your
rights but nane .of your abligatians under such purchase contract to Xerox. With
regard to these products, you agree that Xerox is leasing them to you "AS IS,
WHERE IS" and that XEROX HAS NOT MADE, AND YOU HEREBY WAIVE,
ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES
WHATSOEVER, INCLUDING, WITHOUT LIMITATION, (a) ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR
PURPOSE OR NON-INFRINGEMENT, and (b) ANY REPRESENTATION OR
WARRANTY REGARDING THE PRODUCTS' SUITABILITY, DESIGN,
CONDITION, DURABILITY, OPERATION, QUALITY OF MATERIALS OR
WORKMANSHIP, OR COMPLIANCE WITH SPECIFICATIONS OR
APPLICABLE LAW. Xerox assigns to yau, to the extent assignable, any warranty
Xerax Form# 5 I 860t&c (05/2005) 2/15/2006
'T
rights it has to these products (which rights shall revert to Xerox if yau breach this
Agreement). You agree (I) that these products. are not covered by Xerox's
obligation to provide Basic Services; (2) to maintain a service agreement for these
products with a service provider acceptable to Xerox throughout this Agreement's
term; (3) to pay all personal property taxes related to these products; and (4) to
assign to Xerox any rights you have to these produc:ts until title passes from Xerox
to yau (which, subject to any saftware licenses surrounding the acquisitian of these
products, shall occur when you obtain title to all Xerox-brand Equipment covered
by this Agreement).
28. FINANCED SOFTWARE TOTAL. If this option has been selected, the initial
license fees far any Application Software set forth in this Agreement shall be paid
far through your Minimum Lease Payments. If YOiU breach this license or any of
your .obligations regarding the Equipment, the full amount of the initial license fees
shall be immediately due and payable.
29. FINANCED SUPPLIES TOTAL. If this .option has been selected, the cost of
any supplies you have purchased under this Agreement shall be paid for through
yaur Minimum Lease Payments. If you breach any Oif your obligations regarding the
Equipment, the full amount of the supply costs shall become immediately due and
payable.
30. REFINANCE OF PRIOR AGREEMENT. If this option has been selected, the
balance of your prior indicated agreement with Xerox or a third party shall be paid
for thraugh your Minimum Lease Payments. If your prior agreement is with a third
party, you hereby acknowledge that you have the right to terminate the agreement
and agree to pravide a statement from the third-party identifying the equipment at
issue and the amount to be paid off (as well as a statement from you identifying the
payee and mailing address for your payoff check). If your prior agreement was
with Xerox, the use of this refinance option shall mnder yaur prior agreement null
and void. If you breach this Agreement, the full amaunt of your prior agreement
balance shall be immediately due and payable.
31. ADJUSTMENT PERIOD. If this option has been selected, yaur Minimum
Lease Payment and/ar Print Charges shall be adjusted in accordance with the
informatian contained in the Adjustment Period portion of this Agreement; as a
result, your initial payment(s) shall be different from those payable during the
balance of this Agreement.
32. K-16 BILLING SUSPENSION. If this optian has been selected, the
Maintenance Camponent .of yaur Minimum Lease Payment and Print Charges will
be suspended each year during the manths indicated. During these manths, yau
agree that yau will nat use the Equipment and that Xerox shall nat be responsible
far providing Basic Services an it. If Xerax provides Basic Services during the K-
16 Billing Suspensian periad, yau will be billed at Xerox's then-current Time and
Materials ("T &M") rates far such Basic Services.
33. TRADE-IN EQUIPMENT. If this aptian has been selected, yau are providing
equipment ta Xerax as part .of this Agreement ("Trade-In Equipment") and the
fallawing shall apply:
A. TITLE TRANSFER. Yau warrant that yau have the right to transfer title to the
Trade-In Equipment and that it has been installed and performing its intended
functian. Title and risk .of lass to the Trade-In Equipment shall pass to Xerax when
Xerox remaves it fram yaur premises.
B. CONDITION. Yau warrant that the Trade-In Equipment is in good warking
.order, has nat been modified fram its .original configuratian (ather than by Xerox),
and has a UL label attached. Yau agree to maintain the Trade-In Equipment at its
present site and in substantially its present condition until removed by Xerax.
C. ACCRUED CHARGES. Yau agree to pay all accrued charges far the Trade-In
Equipment (up to and including payment .of the Final Principal Payment Number)
and to pay all maintenance, administrative, supply and finance charges far this
equipment thraugh the date title passes to Xerax.
34. RUN LENGTH PLAN. If this optian has been selected, the first ten prints .of
each .original (per run) are recorded and billed an both meters with all subsequent
prints recorded and billed an Meter A .only.
35. FIXED PRICE PLAN. If this .option has been selected, Xerox will farega its
right to increase the Maintenance Camponent thraughaut the initial term .of this
Agreement.
36. PER-FOOT PRICING. If this aptian has been selected, all Print Charges will
be billed an a per-foot basis, with each linear .or square foot, as applicable, equal ta
.one print.
37. EXTENDED SERVICE HOURS. If this .option has been selected, Xerax will
provide Basic Services during the haurs indicated, with the first number
establishing the number .of eight-haur shifts covered and the second establishing the
days .of the week (e.g., 2 x 6 wauld pravide service: from 8:00 A.M. to 11:59 P.M.,
Manday thraugh Saturday). The cost .of this enhanced service coverage will be
Page 5 of7
billed separately and, as such, is not included in your Minimum Lease Payment or
Print Charges.
38. AITACHED ADDENDA. If this option has been selected, you acknowledge
that one or more specified addenda (as indicated) have been provided to you. These
addenda, which provide additional terms relevant to the transactions covered
hereunder, are hereby fully integrated into this Agreement.
39. NEGOTIATED CONTRACT. If this option has been selected, the Products
identified in this Agreement are subject solely to the terms contained in (a) either
(I) the identified Negotiated Contract for a lease transaction or (2) if there are no
such terms in the Negotiated Contract, the terms set forth in this Agreement, and, if
applicable and notwithstanding anything to the contrary set forth in the Negotiated
Contract, (b) the "Additional Terms" portion of this Agreement for the selected
option or options to the extent the subject matter of any such selected option is not
addressed in the Negotiated Contract.
40. DSA CONTRACT NUMBER. If a DSA Contract Number has been inserted,
the Equipment and/or software identified in this Agreement are associated with the
Services being provided under the referenced Document Services Agreement
("DSA "), but such Equipment and/or software are subject solely to the terms
contained in this Agreement.
For customer support tools to manage your account online,
visit your Account Management link @ www.xerox.com
Xerox Form# 5I860t&c (05/2005)
2/15/2006
Page 6 of7
.'r
XEROX.
AGREEMENT ADDENDUM
(GOVERNMENTAL ENTITY AS LESSEE)
This ADDENDUM ("Addendum") amends the agreement between you and Xerox to which it is attached (the "Agreement"). The parties
agree to the following terms:
1. Under the heading of the Agreement titled "GOVERNMENT CUSTOMER TERMS", the Section titled "FUNDING" is deleted in its
entirety and the following is inserted in its place:
FUNDING. You represent and warrant that all payments due and to become due during your current fiscal year are within
the fiscal budget of such year and are included within an unrestricted and unencumbered appropriation currently available
for the lease/purchase of the Equipment, and that it is your intent to use the Equipment for the entire term of this Agreement
and to make all payments required under this Agreement. In the event that (I) through no action initiated by you, your
legislative body does not appropriate funds for the continuation of this Agreement for any fiscal year after the frrst fiscal
year and has no funds to do so from other sources, and (2) you have made a reasonable but unsuccessful effort to fmd a
creditworthy assignee acceptable to Xerox, in its sole discretion, within your general organization who can continue this
Agreement, this Agreement may be terminated. To effect this termination, you shall, thirty (30) days prior to the beginning
of the fiscal year for which your legislative body does not appropriate funds for such upcoming fiscal year, send Xerox
written notice stating that your legislative body failed to appropriate funds and that you have made the required effort to find
an assignee. Your notice must be accompanied by payment of all sums then owed through the current fiscal year to Xerox
under this Agreement. In addition, you agree at your expense to return the Equipment in good condition to a location
designated by Xerox and that, when returned, the Equipment will be free of all liens and encumbrances. You will then be
released from your obligations to make any further payments to Xerox beyond those due for the current fiscal year (with
Xerox retaining all sums paid to date).
Except as specifically amended by this Addendum Amendment, all of the other terms set forth in the Agreement shall remain in full force
and effect.
Xerox Fonn# 54100SLG (05/2005A)
2/15/2006
Page 7 of7
~ T
04/28:0& FRI 12:20 PAX UV ~i ~
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Fun Lcpl N8mI:
Cualaml:r Name (Bill m)
DBAlName <MlrSow
Street Add...
BadtlRoutin.
City, State
~ Code
Tax 10t#
CuAomerNImIl (Install) CITY OF ASHl.AND
DBAlNama OwrlIow (&fn:q'd) POUCB DEPARTMENT
InsCaIled AI: SIrIlCC Addn:u IUS E MAIN ST
PloorlRaomlJWut/Jll
City, Start: ASHLAND, OR
, Zip Cadc 97520-2271
County InstIlleclln lacbcm
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ml Rate: % TOCIl lilt Payab1c: $ :
lJ Jlq!laalllUtIModIllatloD or Prior Xerox Aar-at
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[J RdiD. aCPrior Agrmt. :[J Xmux ~: [J 3rcl Pany Eq.
Amt RafIn: S Int Rate: % TotII1 IDt Payab1c: S
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aymlD 11 Orma 00
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s
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Period B - Mol. Atf@IId:
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Prints
IIrInt Cbarp Meter 2:
PrfD1l 1 -
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+
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(bued 11II M,*" 1 PriIIt Chargt:a)
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C K-16 B1II1q Addlthmal 0ptI0JlJ (c;:an tt.taDDb:l
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.aa1l
CITY OF
ASHLAND
20 E MAIN ST.
ASHLAND, OR 97520
(541) 488-5300
Page 1 /1
05962
VENDOR: 000907
XEROX INC
POBOX 7413
PASADENA, CA 91109
SHIP TO: City of Ashland - Police! Dept.
1155 E MAIN STREET
ASHLAND, OR 97520
FOB Point:
Terms: Net 30 days
Req. Del. Date: 5/20/2005
Speciallnst:
Req. No.:
Dept.: POLICE
Contact: Rich Walsh/Linda Hogglatt
Confirming? No
BILL TO: Account Payable
20 EAST MAIN ST
541-552-2028
ASHLAND, OR 97520
~ ~
~~~~ ~~ ~
r<../~a..~cL ~ ~ ~ FREIGHT
~ A.. ~ cL d a r~..L /h4!- o1L~ . TOTAL
-~c/ If?~ -/7 - ~ II~;
E 110.06.11.05.60110
E 110.06.11.05.60221
VENDOR COpy