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HomeMy WebLinkAboutResolution - 4416 - Contract - Xerox Corporation - 4050 Printer Maintenance, 2 Year Contract - 03_10_1994Resolution No. 4416 March 10, 1994 Item #11 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Contract and all related documents by and between the City of Lubbock and Xerox Corporation of Lubbock to furnish and install all materials as bid for the Xerox 4050 Printer Maintenance Two Year Contract for the City of Lubbock, which contract is attached hereto, which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this loth day of ATTEST: Betty A lohnson-,T-ity Secretary APPROVED AS TO CONTENT: db7 �V- , 41--- — Victor KiInfan, P Vchasing Manager VED AS TO FORM: Y .. ....-.. ., _ . Assistant City Attorney DGV:dp\G:bcdocs\Xerox.Res March 1. I SKA March 1994. GENERAL TERMS AND CONDITIONS August 1, 1991 1. CUSTOMER ACCOUNT ESTABLISHMENT A. Xerox CUSTOMER NUMBER. A separate Xerox Customer Number will be required foreach specific Cuslomevinstallation location. B. BILL -TO ADDRESS: The Customer is identified as the entity on the first line of the Bill - to Address. All invoice$ and notices of Change will be sent to the Sill -to Address, C. SHIP-TOANISTALL-AT ADDRESS ("INSTALLED -AT ADDRESS")., The location to which initial shipment of equipirenusupplies will be made and to which service represen- tatives will respond. D. Unless creditworthiness for this Customer Number has been previously established by Xerox. Xerox' Credit Department may conduct a credit investigation for this Order. Notwithstanding delivery of Equipment, Xerox may revoke this Order by written notice to the Customer if credit approval is denied within sixty (60) days after the date this Order Agreement is aocpeted for Xerox by an authorized representative. 2. EQUIPMENT SELECTION, PRICES, AND AGREEMENT The Customer has selected and Xerox agrees to provide the Equipment, Software, of Ser- vices identified on this Order Agreement. The specific price(s), exclusive of applicable tax and transportation charges, are as set forth on this Order Agreement andror the applicable Price List(s). If the Order Agreement and any documents incorporated by reference are inconsistent, the applicable Price List(s) will control. As used in this Order Agreement, 'Agreement" and "Order" mean the contract between Xerox and the Customer resulting from Xerox acceptance of this Order Agreement. 3. XEROX TOTAL SATISFACTION GUARANTEE If you are not satisfied with your Xerox Equipment, at your request Xerox will replace it With- out charge to you with an identical model or a machine with comparable features and capa- bilities. The term of the Xerox Total Satisfaction Guarantee is three years from Equipment delivery. It the newly delivered Equipment is financed by Xerox for more than 3 years, the Guarantee will apply during the entire term of your Xerox financing. This Total Satisfaction Guarantee applies to Xerox Equipment acquired by you from Xerox (including Sales Agents and participating Dealers and Retailers) and continuously main- tained by Xerox or its authorized representatives, under our manufacturers warranty or a Service Contract. This guarantee applies to all equipment acquired on or after September 5, 1990. and is not applicable to equipment damaged or destroyed due Io an Act of God. 4. DELIVERY, INSTALLATION AND RELOCATION A. DELIVERY: Delivery will be made to the Ship-totlnstalled-at Address, The Customer agrees to accept delivery within a reasonable time of being notified by Xerox that the Equipment or Software is ready for delivery. The Customer will be responsible for any extra charges (rigging) required for on -site delivery. If the Customer does not accept delivery within a reasonable time this order may be considered cancelled. If through no fault of the customer Xerox is unable to deliver the Equipment or Software, the Prices and Terms and Conditions will remain unchanged until delivery is made by Xerox. B. INSTALLATION SITE: At the time of delivery and during the period Xerox is responsible for maintenance of the Equipment. the Equipment installation site must conform to Xeroxpublished space, electrical, and environmental requirements and the Customer agrees to provide, at no charge, access to the Equipment and to a telephone and ade- quate storage space for a reasonable quantity of replacement parts. C. INSTALLATION DATE: The "Installation Date" governs when Agreements become effective. For Equipment installed by Xerox, the Installation Date is the date Xerox determines the equipment to be operating satisfactorily as demonstrated by successful completion of diagnostic routines. For Equipment designated as "Direct Shipped" the Installation Date will be the Equipment shipment date except if otherwise specified on the Price List(s). For changes Io price plans or purchase of In -place Equipment, the Installation Date wilt be the date this Order Agreement is signed except if software or hardware changes are necessary to effect proper billing in which case the Installation Date will be the date that change is completed. D. RELOCATION: If Xerox is responsible for maintenance of the Equipment and the Cus- tomer wishes to relocate the Equipment, Xerox requires prior written notice to enable Xerox to provide technical assistance to the relocation if needed as well as to update Xerox' records as to machine location. Customer's obligation to pay during the time Equipment is being relocated is not affected by the relocation of Equipment. Any costs associated with this relocation will be the responsibility of the Customer. If Xerox is not responsible for Relocation, Xerox' obligation to provide Maintenance Services under an Equipment Services Lease or Maintenance Services Agreement upon Equipment re- installation will be contingent upon Customer paying for an Equipment inspection and if necessary repair of any damage to Equipment caused during the relocation, If equip- ment relocation is incident to a transfer of title to or change in end -user of the Equipment being relocated Xerox will not assume responsibility for relocation and the existing agreement must be cancelled aril a new agreement must be signed subject to then cur- rent Xerox prices and policies. S. BILLING AND INVOICING A. BILLING: The Customer wilt receive an invoice for the Equipment or Software, Equip- ment Services, or Maintenance Services covered by this Agreement. Charges for Equip- ment Servvices or Maintenance Services rendered are dependent upon the period of ffine andtor usage. If applicable, the Customer strati provide accurate and timely molar read- ings at the end of each applicable billing period on the forms or other altemative means specified by Xerox. Xerox shall have access to the Equipment to monitor the meter read- ings. If Customer meter readings are not received in a timely manner, they may be obtained electronically or by other means or may be estimated by Xerox. B. INVOICING: Invoices are payable upon receipt. The Customer shall pay to Xerox all state and local sales and use taxes arising from the Agreement (even if they are desig- nated in certain states as excise, gross receipts, occupational or privilege taxes) unless the Customer provides Xerox with proof of exemption. C. COPY CREDITS: The Customer will receive one copy credit for each copy presented to Xerox which, in Xerox' opinion, is unusable and also for each Copy which was produced during servicing of the Equipment Copy credits will be issued only if Xerox is responsi- ble for providing Equipment Services or Maintenance Services (except Time and Materi- als maintenance). Copy credits wil be reflected on the invoice as a reduction in the total copy volume, except for run length plans, which will be credited at a specific Copy Credit rate as shown on the applicable Price List. SERVICES: If Xerox is responsible for providing Equipment Services, Maintenance Ser- vices (except for Time and Materials), or Warranty Services ("Services"): 1) Xerox will make Alt necessary adjustments and repairs to keep Equipment in good working order. 2) Parts required for repair may be used or reprocessed in accordance with Xerox speci- fications and replaced parts are the property of Xerox, unless otherwise specifically pro- vided on the Price Lists. 31 Services will be provided during Xerox' established Service Availability hours and only within areas opened for repair service within the United States and its possessions. 4) The Customer shall permit Xerox to install, at no cost to the Customer, all retrofits designated by Xerox as mandatory Cr which are designed to insure accuracy of meters. 5) The Customer shall implement the most recent release(s) Of Operating System Software to enable Xerox to properly maintain the Equipment. 6) Any developer used in the Equipment may be installed and removed only by Xerox (in EXCLUSIONS: The following are not within the scope of Services: 1) Provision and installation of optional retrofits. 2) Services connected with equipment relocation. 3) irtstafiatiorvremova! of accesso ies, attachments, or other devices. 4) Exterior painting or refinishing of equipment. 5) Maintenance, installation, or removal of equipment or devices not provided by Xerox. 6) Performance of normal operator functions as described in appticabte Xerox operator manual(s). 7) Performance of Services necessi- tated by accident, power failure, unauthorized alteration of Equipment or Software, tam- pering, service by other than Xerox, causes other than ordinary use, interconnection of Equipment by electrical, or electronic, or mechanical means with non -compatible equip. ment or failure to use Xerox Operating System Software. If Xerox provides, at the request of the Customer, any of the services noted above, the Customer shall be billed by Xerox at the then current Time and Materials rates. REMEDIES: In addition to the Xerox Total Satisfaction Guarantee: If during the period in which Xerox is providing Services, Xerox is unable to maintain the Equipment in good working order, Xerox, at its discretion, will provide either an identical replacement or another product that provides equal or greater capabilities at no additional charge for the period of the then current term of the Agreement. Remedies set forth in this Order Agreement are exclusive. 7. DISCLAIMER OF IMPLIED WARRANTIES AND LIMITATION OF LIABILITY XEROX DISCLAIMS THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. FOLLOWING THE EXPIRATION OF ANY EXPRESS WARRANTY PERTAIN! ING TO EQUIPMENT, XEROX DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY. S. LIMITATION/DISCLAIMER OFF LIABILITY EXCEPT FOR DAMAGES CAUSED BY XEROX' WILLFUL MISCONDUCT, RECKLESS- NESS, OR GROSS NEGLIGENCE, THE PARTIES AGREE THAT TO THE EXTEND PER- MITTED BY APPLICABLE LAW, XEROX LIMITS OR DISCLAIMS LIABILITY RELATED TO THE MANUFACTURE, DELIVERY, OR USE OF THE EQUIPMENT, THE SOFTWARE AND/OR SERVICES USED IN CONNECTION WITH THE EQUIPMENT, OR THE PROVI- SION OF SERVICES FOR THE EQUIPMENT, AS FOLLOWS: A. FOR DIRECT DAMAGES, XEROX' LIABILITY IS LIMITED TO THE GREATER OF THE AMOUNTS PAID BY THE CUSTOMER OR 10% OF THE AMOUNT REQUIRED TO BE PAID BY CUSTOMER FOR THE EQUIPMENT, SOFTWARE, SUPPLIES OR SERVICES GIVING RISE TO, OR WHICH ARE THE SUBJECT OF, THE CLAIM WHETHER SUCH CLAIM ALLEGES BREACH OF CONTRACT, TORTIOUS CON- DUCT INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR ANY OTHER THEORY; B. XEROX DISCLAIMS LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL, OR CON- SEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, REV- ENUE, OR PROFIT) WHETHER SUCH CLAIM ALLEGES BREACH OF CONTRACT, TORTIOUS CONDUCT INCLUDING BUT NOT LIMITED TO NEGLIGENCE, OR ANY OTHER THEORY. 9. ALTERATIONS ATTACHMENTS AND SUPPLIES A. if Customer makes an alteration, attaches a device, or utilizes a supply item that, in Xerox judgment increases the cost of Services, Xerox will either propose an additional Services charge or request that Equipment he returned to its standard configuration or that use of the supply item be discontinued. If, within 5 days of such proposal or request Customer does not remedy the problem or agree in writing to do so immediately Cus- tomer shall be in default of its obligations to Xerox. It Xerox believes that an alteration, attachment, or supply item affects the safety of Xerox personnel or Equipment users, Xerox shall notify Customer of the problem and may withhold maintenance until the problem is remedied. (This paragraph shall not apply to the attachment of Xerox Elec- tronic Printing systems equipment to a host computer.) 8. Unless the Customer has obtained title to the Equipment free and clear of any Xerox security interest the Customer may not remove any ownership identification tags on the Equipment or allow the Equipment to become fixtures to real property. 10. ASSIGNMENT BY CUSTOMER Without the prior consent of Xerox which shall not be unreasonably withheld the Customer shall not (1) assign, transfer, or pledge all or any part of this Agreement or software licensed by Xerox or (2) resell, tease, lend, or permit a lien or encumbrance of any kind against the Equipment unless Customer has obtained title to the Equipment free and clear from any Xerox security interest. 11. MISCELLANEOUS A. GOVERNING LAW: This Agreement shall be governed by the taws of the state in which the Equipment is installed or the Services are initially provided. B. NOTICES: All notices will be effective on the date of Doslmark. C. ATTORNEY'S FEESICOSTS: In any action by a party to enforce its rights hereunder, the nonprevailing parry shall pay the prevailing party's costs and expenses (including reasonable attorney's fees). D. EXTRAORDINARY CIRCUMSTANCES: Except for obligations of payment, neither Xerox nor the Customer shall be liable for nonperformance caused by circumstances beyond their control, including, but not limited to, work stoppages, floods, and Acts of God. E. BREACH: With the exception of that provided in paragraph 9 above either party may ter. minate this Agreement on breach by the other party of any material term or condition hereof 10 days after written notice is given to the breaching party by the non -breaching party if such breach is not cured. Any breach by Xerox as to an item of Equipment shall be a breach as to that item only, ORDER FULFILLMENT: If this is a multiple unit order and/or includes promotional goods, credits, services, and the Customer does not fully complete the terms of the Order Agreement, Xerox reserves the right to rebill at standard prices or to retrieve the promotional items, unless the Customer reconciles by acquiring another Xerox product eligible for such promotional itemsldiscounts. G. PATENT INDEMNITY: Xerox will defend the Customer from, and pay for ultimate judg- ment for Infringement in the United Slates by Equipment or Xerox Operating System Software ("Software°( of arty patent, trademark, trade secret, protected semiconductor chip mask work, or copyright If Customer promptly notifies Xerox in writing of any alleged Infringement, allows Xerox -to defend, and cooperates with Xerox. Xerox is not responsi- ble for any non -Xerox fifigation expenses or settlements unless Xerox agrees to them in writing. Xerox is not liable for any infringement due to Equipment or Software being made or modified by the Customer or Customer requested specifications or designs, or being used or sold in combination with equipment, software, or supplies not provided by Xerox. IMPORTANT: Xerox makes no other express or implied warranty of noninfringe- ment and has no other liability for inhrngemenf or any damages therefrom. To avoid an infringement (even if not alleged) Xerox may, at its option, at no charge to Customer, obtain a license to use, modify, or Substitute an equivalent item for the infring- ing equipment or software- H. PURCHASE ORDERS: Except for identifying goods, services or software ordered, prices and quantities, the temis and corxfltions contained or referenced in customer pur- chase order or other ordering documents shall be of no force or effect. 1. ENTIRE AGREEMENT: Except as otherwise provided in paragraph 11H above, the terms and conditions contained or referenced in this Order Agreement are the complete and entire agreement between Xerox and the Customer respecting subject matter. FORM 501 B53 (8-1.91) Issue Date MAINTENANCE SERVICES TERMS AND CONDITIONS August 1, 1991 The following Terms and Conditions relating to Maintenance Services are in addition to the General Terms and Conditions contained on the reverse side of the Customer's copy of the Omer Agreement, 1. DESCRIPTION OF SERVICES PROVIDED Xerox will provide Maintenance Service for the Equipment as specified on this Order Agreement. The price for Maintenance Service is stated in the applicable Price List(s) and the specific price plan and initial term are indicated on this Order Agreement. Xerox may change terms and conditions at the end of any term after giving the Customer at least forty (40) days' written notice. These changes will be effective at the commencement of the next renewal term or on the date spedied in the change notice, whichever is later. Xerox may change prices at the end of any term or in the 13th and 25th (if applicable) month of a multiple year agreement after giving the Customer at least forty (401 days' written notice. The maximum amount that prices can be increased in the 13th, 251h, 37th or 49th month can be found in the Price List(s). Maintenance Services are only available for Equipment having a valid Xerox serial number and UL certification. 2. DESCRIPTION OF AVAILABLE MAINTENANCE AGREEMENTS A. FULL SERVICE MAINTENANCE ("FSM'I. FSM consists of the repair andror replacement of parts and subassemblies to keep the Equipment in good working order as described more specificafy in Paragraph 6 of the General Temps and Conditions. B. STANDARD MAINTENANCE ("SM"): Except for photoreceptors, SM consists of the repair andror replacement of pads and subassemblies to keep the Equipment in good working order as described more specifically in Paragraph 6 of the General Terms and Conditions. (Pholxxeceptors for the 1 OW1025/ 10 38 products are included into the SM minimum charge.) In addition, each service calf requested by the Customer shall have a per call charge Photoreceptor prices and call charge rates are contained in the Price List(s). PHOTORECEPTOR PRICES AND CALL CHARGES ARE SUBJECT TO CHANGE WITHOUT NOTICE. C. SERVICE CENTER MAINTENANCE ("SCM"): If available and the Customer chooses this option, Maintenance Services, as more fully described in Paragraph 6 of the General Temps and Conditions, will be performed at a Xerox Service Center ('mCerrler'). Unless the Customer is within fifteen (15) miles of a Center, it will be the Customer's responsibility to bring the Equipment to the Center. H within fifteen (15) mikes of the Center, the Customer may elect, at an additional price, to have Xerox pick up the Equipment from, and return it to the Installed at Address. While the Equipment is in Xerox' possession, Xerox shall have risk of loss or damage to the Equipment. Xerox does not represent or guarantee that the Equipment will be repaired within any specific period of time. D. TIME AND MATERIALS ("TAM"): If the Customer does not elect any of the Maintenance Services options described above, the Customer may choose to have Xerox provide Maintenance Services at the Time and Materials rates in effect at the time of the service call. 3- PERIOD OF ASSURED AVAILABILITY FOR MAINTENANCE SERVICES Xerox guarantees availability to FSM, SM. and SCM for the Period of Assured Availability. The Period of Assured Availability for the Equipment and when it commences is stated in the Price Lists(s). The provision of Maintenance Services after the Period of Assured Availability, as available, is described on the applicable Price List(s), 4. TERM OF CONTRACT/EARLY TERMINATION A. The term of this Agreement commences on the Installation Date. For Agreements signed prior to the end of the Equipment warranty period, the Installation Date will be the day following the expiration of the warranty period. The installation Date for Agreements signed after the expiration of the warranty period wig be the date the Order Agreement is signed by the Customer. S. The term of this Agreement is set forth on the Order Agreement. Annual and multiple year contracts will expire on the last day of the 12th, 24th, 36th or 48th full calendar month, as applicable. Unless permitted below, termination of an Agreement by the Customer prior to the expiration of its term or the breach of an Agreement by the Customer will result in Early Termination Charges being assessed as set forth in the Price List(s). Such Early Termination is a material breach. C. It applicable, Early Termination Charges will not be assessed if: 1. The Customer elects to trade to other equipment acquired from Xerox, in the same Product Family, and the New Equipment is on a Maintenance Services, Term Lease, or Equipment Services Agreement. This replacement equipment must be intended to perform the same functions and be at the same Installed at Address as the Equipment traded in. 2,The Customer elects to convert to another price plan (Equipment Services or Maintenance Services) and the form of the new Agreement is equal to or greater than the remaining term of this Agreement at the time of converWri. D. At least thirty (30) days' written notice must be given by the Customer to terminate an Agreement, either during or at the end of term, except for price plan conversions or egrtiprrient trades. E. The Customer may lemmate an Agreement as it pertains to accesson" without the payment of Early Termination Charges. This termination is contingent upon the removal of the accessories, and becomes effective on the date requested by the Customer with at least thirty (30) days' prior written notice. F. Except for Customers breach, Xerox may terminate the Agreement only at the expiration of the Period of Assured Availability or any annual extertsion of such Period. Xerox will give the Customer at least thirty (30) days' prior written notice. 5. NEW AGREEMENT ON CURRENTLY INSTALLED EQUIPMENT Unless Equipment is currently being maintained by Xerox on a Service Agreement or is in the warranty period, Xerox' acceptance of a new Maintenance Services Agreement shall be condiftioneci on the Equipment passing inspection. The cost of inspection. as well as any charges necessary to bring the Equipment to Xerox Standards, including parts, will be borne by the Customer. The phoweceptor, if any, must be inspected and replaced al the Custorrners expense if it does not presently meet Xerox Standards. 6.RENEWAL A. This Agreement witl be automatically renewed for successive terms of the same number of months as the initial Term unless written notification is received from the Customer. With proper notificaport, the Customer has the right to not renew. The notice of intent to cancel muss be received from the Customer at least thirtlr (30) days prior to expiration of fhe then current term. Xerox wilt send a renewal notification to the Customer which will include price and terms and conditions; applicable to the renewal term. This notice will be sent to the Customer at least forty (40) days prior to the expiration of the then current term. B. A renewal term which would exceed the Period of Assured Availability will expire on the Period of Assured Availability expiration date. 7. UPGRADES AND DOWNGRADES Equipment Upgrads(s) or Downgrades) will be subject to the Agreement at the FStAISMISCM charges, as applicable, in effect at the time the Equipment configuration was modified. Neither the term of the Agreement nor the Period of Assured Availability will be affected by the addition of Upgrade(s) r1r Downgrade(s). Attachment or removal of items identified by Xerox in the Price List(s) as features, accessories, or supply items will not be Wired an Equipment Upgrade or Downgrade. !l. ACCESSORIES Customer -owned Xerox accessories for which Xemx does not have a FSMISWSCM price WO be subject to the Agreement at no additional charge. Customer -owned Xerox accessories for which FSM pricing is available, and whose mainframe is on an FSM Agreement, must be subject to an FSM Agreement at the prices specified in the Price List(s) and will have a term concurrent with the FSM Agreement pertaining to the Equipment to which they are attached. 9. REMOTE INTERACTIVE COMMUNICATIONS FEATURE (RIC FEATURE) A. Certain Xerox Equipment, as indicated in the applicable Xerox price list, has a Remote Interactive Communications feature capability consisting of hardware andlor firmware (hereinafter the `RIC Feature"). At all times rills to all items comprising the RIC Feature is and shalt remain solely with Xerox. B. Xerox grants to Customer a non-exclusive, royalty -free, fully paid license to use the RIC Feature in the United States only in connection with the equipment provided under this agreement (the "Equipment'). Customer shall not remove, alter, or disable the RIC Feature without Xerox written consent and shall ndily Xerox in writing of the new Install location If the Equipment will be relocated, it Customer desires to transfer the title to Customer -owned Equipment Customer shall, prior to the this transfer date, notify Xerox and permit Xerox to remove andlor disable the RIC Feature_ Xerox reserves the right to remove or disable the RIC Feature at any time and for any reason. C. Customer shall use all reasonable efforts to ensure that persons employed by Customer or under Customers direction and control (including consultants) abide by the terms and corWitions of this Agreement including, without limitation, not knowingly permitting anyone to use any portion[ of the RIC Feature in a manner not aulhorized by this Agreement, and taking all reasonable steps to have such unauthorized use of th RIC Feature immediately cease. Customer agrees to nof€ly Xerox in writing as soon as reasonably {radical of such unauthorized use In the event that such unauthorized use continue after Customer becomes aware thereof. D. Contigent upon Customer dedicating a sole use telephone fine to each unlit of Equipment, Customer may receive from Xerox during the duration of the current term of a Full Service Maintenance Agreement, a monthly credit as set forth in the Applicable Price List, The credit shalt appear in the form of a discount on the Customers monthly (Equipment ServicewLease, or Full Service Maintenance Agreement) invoice, as applicable. Following the expiration of the then current agreement term, Xerox may change the amount or eliminate the monthly credit without notice to Customer. 10. REMEDY The remedies are as described in Paragraph 6.0 of the General Terms and Conditions, except if the Equipment is an Engineering and Graphics Product. In this case, if Xerox determines that a replacement unit for ffte same product is no burger available, Xerox may discharge its obligations under this Paragraph by making payment to the Customer equal to the Tradevin value based on the original last Price or current List Price of such Equipment, whichever is greater. 11. EXCHANGE OF EQUIPMENT TITLE UPON REPLACEMENT In the event Xerox replaces the Equipment, under Paragraph 3 or 6.0 of the General Terms and Condition, Customer warrants that It has and is transferring to Xerox good and marketable title to the replaced Equipment free from any non -Xerox sec uity interest, lien, or other encumbrance. if the replaced Equipment is leased by Customer from other than Xerox, Customer warrants that its lessor has authorized the transfer of title of the replaced Equipment to Xerox and that its lessor has good and marketable tiUefothe replaced Equipment tree from any non -Xerox security interest, lien, or other encumbrance. At the time of Installation of the replacement Equipment, title to that Equipment and risk of Ices will pass to the Customer from Xerox. 12. TRANSFER OF EQUIPMENT TITLE In the event the Customer wishes to transfer title to the Equipment for which Maintenance Services is being provided, Xerox will offer Maintenance Services to the transferee of the Equipment, upon the receipt of a Xerox Order Agreement from the transferee, subject to the then current Xeox prices, terms and conditions, and policies. 13.BREACH t the Customer fails to pay in a timely manner for the Equipment far which Maintenance Services are being provided, Xerox can withhold Maintenance Services from that Equipment, even t a Maintenance Services Agreement is in effect. Issue Date August 1, 1991 PURCHASE TERMS AND CONDITIONS he following Terms and Conditions relating to Equipment Purchase are in addition to the General Terms and Conditions contained on the ,verse side of the Customer's copy of the Order Agreement. STATUS OF EQUIPMENT A. The Equipment to be provided under this Agreement will be newly manufactured, remanufactured, in -place, or previously installed, as identified on the applicable Price List. The definitions of the foregoing terms are set forth below. B. Newly Manufactured Equipment means newly assembled equipment which contains some used or reprocessed components that meet new component test standards, and comply with product performance and reliability specifications. C. Remanufactured Equipment is equipment which has been disassembled to a predetermined standard established by Xerox with detective components being replaced by new, reprocessed, or used components. Before being inspected and tested to newly manufactured machine test standards, the Equipment will be cleaned and refinished and all retrofits deemed by Xerox as field mandatory will be installed. D. In -place Equipment is equipment installed on the Customer's premises Pursuant to a Xerox Order Agreement for Equipment Services at the time of execution of this Xerox Order Agreement. E. Previously installed Equipment is defined in the applicable Price Lists. CUSTOMER REPRESENTATIONS The Customer represents that the person signing this Order Agreement on behalf of the Customer is a duly authorized representative, partner, or proprietor of the Customer and has the authority to execute this Order Agreementon the Customer's behalf. The Customer also represents that the Equipment is not being purchased primarily for personal, household, or family use. DELIVERY WITHOUT INSTALLATION The customer may request delivery without installation by Xerox, in which case the date of delivery shall be the Installation Date, TITLE AND RISK OF LOSS Title and risk of loss will pass to the Customer from Xerox or Xerox' assignee on the Installation Date_ The invoice will constitute the bill of sale. 5. DESCRIPTION OF SERVICES TO BE PROVIDED DURING THE WARRANTY PERIOD A. The warranty period will commence upon the Installation Date and continue for the period as specified in the Price List(s). Services for the Equipment while it is under warranty will be provided at no charge. The warranty will apply only to the first purchaser from Xerox, unless otherwise specified in the Price List(s). B.In-place equipment is sold as -is, where -is, without any warranty, whether express or Implied. C. In addition to the remedies noted in the General Terms and Conditions, if Xerox cannot maintain the Equipment in good working order during the warranty period, Xerox may, at its sole option, remove the Equipment and refund the purchase price to the Customer. 6. DESCRIPTION OF HOW SERVICE IS PROVIDED AFTER THE WARRANTY PERIOD After the warranty period expires, maintenance by Xerox of the Equipment will be provided under the provisions of a Maintenance Services Agreement, as defined in the Maintenance Services Terms and Conditions, or at the Time and Materials rates in effect at the time of a service call. 7. EXCHANGE OF EQUIPMENT TITLE UPON REPLACEMENT In the event Xerox replaces the Equipment, under Paragraph 8 or 6.0 of the General Terms and Conditions, Customer warrants that it has and is transferring to Xerox good and marketable title to the replaced Equipment free from any non -Xerox security interest, lien, or other encumbrance. If the replaced Equipment is leased by Customer from other than Xerox, Customer warrants that its lessor has authorized the transfer of title of the replaced Equipment to Xerox and that its lessor has good and marketable title to the replaced Equipment free from any non -Xerox security interest, lien, or other encumbrance. At the time of installation of the replacement Equipment, title to that Equipment and risk of loss will pass to the Customer from Xerox. 8.BREACH Xerox will retain the rights and remedies of a secured creditor until payment in full is received for the purchased Equipment, It the Customer fails to pay for the Equipment in a timely manner, Xerox can withhold Services for that Equipment, even if a Warranty or Maintenance Service contract is applicable to such Equipment. U 50185 6 (8-1.91) XEROX 1 Xerox Order Agreement This Xerox Order gel reement covers transaction(s) checked below and incorporates the General Terms and Conditions attached hereto and other Terms and Conditions referenced below. ❑ EquiprnPtw sr. eflas• ❑ Installment Purchase ❑Term Leese ❑ Equ0nenl Service ❑ SoHwtire Lic•ew n tlrs Marnf.tlan ce Ne n n Yea Mainlertarws No n Financed Eouloment Conftouratlon Chanoa Maintenance Only BILL TO CUSTOMER NAME INSTALLED AT, CUSTOMER NAME Ctty of L bbock City of,Lbpok PARENT COMPANY (IF DIFFERENT) NAME OVERFLOW STREET ADDRESS FLOOR. ROOM ROUTING 91 6,TexAs Ave. ITifo ti n S e BOX NUMBER / ROUTING STREET ADDRESS 916 Texas Ave. CITY STATE ZIP icirry STATE ZIP Lubbock Tx 79401 1 ILubbock 9401 Xerox Equip fNttt Order Information UM Price Total List S Low Deductions Net PriceB. kwtsnnwd PteClra•e Total Net Xerox Product (Existing Serial • if In p4ce OTP, to Purch. I trade -In Other Mica Plan Conversion, upgrade or add -on) Price 1 Y87-102040 CPayment. Cash Do— D. Cash Price (B-cl) E. Finance Charge or Interest p X F. Tame Balance (D+E) G. Time Sale Price (C+F) Melers for OTP and Price Plan Conversion [A, 1 2 or TAu: A(.owr.rs�� Remote Interactive Communication (RIC)? ❑ Yes R1 No Metered Supplies? ❑ Yes ® No 3 4 • 'il"hft1R;'�1L:I(1!n Ik-I t_t3-fit- � "I T Term of Agreement (Check One Plan) ❑ 24 Month ❑ 38 Meth ❑ 48 Month ❑ 60 Month ❑OOM Description d Maint•nence Coverage khcllreed in Total Monthly Leslie Payment Total Monthly Minimum Lease Payment E (Exctue e of s•b.M1lr Tit x,4 Ct-gee) Purchase Option Amount: E Copy Charges wig be billed separately in accordance kMlh the Maintenance Price Lip Ftdcebd Copy Allow Billing Cycle The interest payable for Slate/Local Government Installment Purchase or Term Lease wfpiect to this order is E (For Tenn Lease this assumes the t>ptlon to purchase Is exercised at end of lease period) at a rate of %. Copy Charge K-12,1 a StmnerOptlon Unless notified SectionCompfete This •r Equipment Services Or Or • 0 days at the conliact expiration date. INS Contract will autornalically be Hardwaro Price Plan Descriptbrt: FSMA/ vim XSS Initial Term Yr • Biikv cydoMS[alsruiywwm ShM Coverage X� CaMrsG r Software Price Plan Description: Initial Tenn: BIIkV CycIe: SNY Support Coverage: Ca tract ill Gott Flnn Contract Option ❑ Gov't Fiscal Year option ❑ Go1lt Fiscal Year Begins: K-12,18 Summer Option TAX EXEMPT ® Yes ❑ No PURCHASE ORDER / CONTRACT INFORMATION: 3 .2 94 Earliest Customer AcIceptance Date: At!! Exem lion Certificate (Purchase order rNl«.eo.s are for Sean• Purpow. Orly) Custoer Requires Purchase Order Number: Q1 No ❑ Yes m Financed Customer Number 95 — Tow Warranty Months Total Prepaid m ts Finance Payen Months tar•torrar Purehaa. Order Numbers: Equipment: ADOMONAL SUPPLIES EXISTING XTI, CTI, RST Equipment to be removed OTY. REORDER ♦ SUPPLY ITEM UNIT PRICE (Ust serial rr's 3 Can. Tag *) Maintenance: Sonnare: Supply: Xerox Supply Contract N: Master Purchase Agreenrient N: CUSTOMER MUST INITIAL TO ACKHOtNI Fnr117 RECFIr'r r`.F XEROX PRICE LIST. ALL PAGES AS IDFNTIFIED. TERMS r•N^ CON!"'TI-J5 AND OTHER DOCUMFNTS DESIGNAT'-P RGLOLV Doled Initials Deted Initials D•W •(lads Xerox Price LJat N IAalnlertanca S•refoea Terms and Condefone SM/91 Other: N Tian Lease Term and CondtOons e/1/•1 Other: Malna•n.nc. Price L1pN65326SL 93/94-- EquiMrant So vitae Terms rW Conditions Iy1/g1 Other: OoYl ContracuPrIce List N Equipm.nt Trade-in Agrsarri d1/91 Omer, Xerox Order Agreement Adeondum(s) di/91 Solhrara License Terms and Conditions E To,m me and Condklw d1/•1 Extended Service (Warranty) AerWment Purchase and Conditions N1/Bt N.goested Contract N Sobs Rep Erie. I 5•I•• R-11,. Qbd. Ph— a Ro•nsnd e/,/•, he,:65315 93,/94 80374 06/794-532 I GS e 767- 009 wledgOe'rnem 1) No . AAcc noes Xerox Corporation Signal re r Signature YOR x¢prW F. x•r., Tip• Date die Date Form aoleal (arimi) XEROX APIROVED TO CONTENT: 9VED A TO 0/�gM�� 7