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Home My WebLink About4.208 Original Contract12;05 -01 12:17pm From BENCHMARK DOCUMENT SOLUTIONS Customer Legal Name (13111to) CITY OF PORT ANGELCS Name Overflow (if needed) Street Address Box #1Rouun_ City, State PORT AN(F1,FS, WA Zip Code 98362 -0217 Tax I D# Customer Name (Install) CI rY OF PORT ANGELES Name Overflow Of needed) Imtalled at Street Address 321 E 5T1-1 ST Floor /Room /Routing COPY ROOM City, State PORT ANGELES, WA Zip Code 98362 -3206 County Installed In CLALLAM Ctbtomcr Requested Install Date 12/252001 XBS Contract L3 ValucAddcd Services Lease Payment Information Product (with serial number, it in place equipment) DC490SLC 490SYS,STD SCN&MAIL IDCF 11FI6CFNSE Coniultuia Services Customer Education Pt ice Information Monthly Base Charge Print Charge Meter 1; Prints 1 Pr nts 80001 Pr nts Print Charge Meter 2' Prints 1 Prints Mo. Minx of Prints (based on Meter 1 Print Charges) Purchased Supp Reorder rl Or)/ t3 I Model /Serial 'Allowance I IYN013431 7,75000 1 I$ 1 1$ 'Total Allowance f6 7,750.00 Total Allowance Applied to: ire Tradc In Equip. Balance r 7,750,00 ❑Price or Replacmnt, Equip., f Agreement Presented By: Name Zipy, t leaou Phone (4251153 -6763 Manufacturer XEROX Xerox Corporation Acceptance By: Name Signature PO BOX 1150 j5 le, Cash Fin'd Description Totul Price Trade ln Allowance Final Principal Paymcnt# 36 Date Purchase Option L$PMV Ix IS iS 'Price 1$ a F3 I 1 S 2,364.64 h9IN11S'IUM MONTHLY LEASE PAYMENT (excl ofapplic Taxes) Adjustment Period Period A Mos. Aticered: Monthly Base Charge Print Charge Meter 1: Prints 1 Prints 80001 Prints Print Chargc Meter 2' Prints I Prints Mo. Min t/ of Prints 80000 (based on Meter I Print Charges) 1 Name +4253556996 ]Lr- Asr AGRFE1NIFNT ('I'lliti AGREEMENT CONSISTS OFTII)S I'ACI' .iNI) ADDITIONAL PACES) 1 13'47 :02 LID: WB Check all that apply Tax Exempt (Salts Tax Exemption C'ertificatc Attached) Assoc, /Coop, Name: Negotiated Contract 11' 070863007 Attached Customer P.0 #s' Supplies, Lease State or Local Government Customer Int. Rate '6 Total Ent. Payable' Replacement/Modification of Prior Xerox Agreement Agreement covering Xerox Equipment Scrial# (or 9511)' is hereby 0 modified 0 replaced Effective Date: Comments: Le: ac Informariou Lcusc Term 60 months Supplies included in Base /Print Charge, Refin of Prior Agrmt.: Xerox (95sa)' Amr Refbr Int Rate: Down Prev h'in'I Payment I Install I lntcrm i Application Software Software I itic focal Initial License Fees l' -16 Billing Suspension (check 1 as required) Months affected June only July only August only June July July August Customer: Title i in -ac manager E -Mail Signature DocuBmker Former 51860 (11/2001) 12/5/2001 1 6 Period B Mos. Affected 1.909.64 Monthly Base Charge MI, I naj G, Prinr Charge Meter 1 80000 15 Prints THE DOCUMENT COMPANY XEROX Worksheet 1344435 Unit' 1 Original 1 lardcopy Paperwork Required 0 0029 Prints Prints Prim Charge Meter 2: Prints I Prints Mo Min of Print; (based an Meter 1 Print Charges) Additional Options (check all that apply) Run Length Plan Fixed Price Plan Per -foot Pricing Extended Service flours Description- DAitachcd Addenda' 51864-5(1) T -483 P 03/09 F -994 �g `initial License Fee Csaah Finance 1 I$ Total Int Payable: 3rd Party Eq 'lin '.L ail' Navmont FretL (cxcludmg excess meter charges) Monthly ❑Quarterly Semi- Annual ❑Annual Other �lnl. Lead- Pavntent Mode ❑Advance Arrears MOMS 8 I$ 0 mo, Phone (360)457 -041 t 'Annual Renewal Fcc Canaan Only 'S 1$ Page 1 12705 -01 12:18pm From BENCHMARK DOCUMENT SOLUTIONS LEASE AG REEME NT (Ti its AG 1111 F'N'1' CONSISTS (l l' TI HS Customer Legal Name (Bill to) CITY OF POR f ANGELES .Naine Overflow (if needed) FINANCE DIVISION Street Address PO 130X 1 150 Box# /Routing City, State PORT ANGFI,F.S, WA Zip Code 98362 Tax I Drf Customer Name (Install) Name Overflow (if needed) Installed at Street Address 321 E STI•t ST Floor /Room /Routing COPY ROOM City, State PORT ANGELES, WA Zip Code 93362.3206 County Installed In CIaIlam Customer Requested lnsia1l Date 12/2512001 XI3S Contract El ValueAdded Services Lease Payment lntormation Product (with serial number, if in place equipment) DC440AC 440 DC W /4TRAYS IFCRU32METR IIDC321-NHCF IIDCFAXPAC Consuhina Service Price Information Monthly fiase Charge Print Charac Meter I; Prints 1 Print. 15001 Prints Print Charge Meter 2 Prints 1 Prints Mo Min.# of Prints (based on Meter 1 Print Charges) Purchased Supplies Cash Fin'd Reorder 4 'rrade -In Allowance Final Principal Psymcntli Man Model /Serial XEROX ICI f-1022187 1 I oral Allowance Total Allowance Applied to' En Trade-in Equip, F3alance, Qty !Description I Total Price ❑Price of Replacmnr Cyuip,. Agreement Presented By: Name Pam c I lenoe �Ccrnz Corporation Accepta lay: Name Dale Signature DocuBroker Form# 511060 (11/2001) CITY OF PORT ANGELES 1S 593 06 15000 1$ T Fi' 0,0099 Is FACE AND A])f)ITIONtL P1,CIiS) 12/4/01 23'11:53 LID' WB Check nIl that apply Tax Fxcmpt (Sales Tax Exemption Certificate Attached) Assoc. /Coop, Name. 0 Negotiated Contract 070863007 Attached Customer P.0, #s: Supplies- Lease, Stare or Local Government Customer Int Rate. Total Int. Payable; 5 Replacement /Modification of Prior Xerox Agreement Agreement covering Xerox Equipment Serial# (or 95 is hereby modified replaced, Effective Date. Comments: Lease information Lease Term 60 month, Supplies included in Basc /Pratt Charges Relin of Prior o.3rmt Xerox (9sii), 3.4 1'3rt r Purchase Option ISPMv lx 18 Is IS Adjustment Period Period A Mos Affected Monthly Base Charge Print Charge Meter 1: Prints 1 Prints Prints I'nnt Charge Meter 2 Panes 1 Prints Mo Min,# of Prints 15000 (bascd on Meter 1 Print Charges) 'Price 1S ii I5 36 !Allowance 1f 800 00 800 00 I Phone (4251353 -6761 800.00 IS +4253556996 T -483 P 04/09 F -994 Amt Rcfin; S Down Payment 593.06 MINIMUM MONTFILY LEASE PAYMENT (excl. of applic. Taxes) 1 8 PAVAMOMOM II' I� Total Initial Licens f ee, N -16 Billing Suspension (check 1 as required) Mon%li affevied June only July only Au onl June July July August Customer: Name.,, Title Rosiness Manaaer E Mal I Signature)( 12/4/2001 Application Software Software Title 1 1'FW DOCUMENT COMPANY XER( )X Worksheet' B44435 Unit' 2 Original 1-lardeopy Paperwork Required Int Rate: Total Int Payable: Period 13 Mos, Affected Monthly Base Charge Print Charge Meter I Prints 1 I'rinls Prints Print Charge Meter 2: Prints 1 Prints Mo Min of Prints (based on Meter 1 Print Charges) 18 1S I$ 1$ 18 elm. 1_e.t-e Pii,ntcnt rrrat (excluding excess meter charges) Monthly ❑Quarterly Semi Annual ❑Annual Other Min. Lease Payment ,\I ❑Advance Arrears phial Licen+e Fee 'Annual Renewal bee Plna■ee I❑ Qnnnnn Only I Is I Additional Options (check all that apply) Run Length Plan Fixed Price Plan Per -Foot Pricing Rxrcndcd Service (lours: Description' Attached Addenda 51864-5(11 0 mo Phone, (360)457 -0411 Dote, MOP Page. 1 of 12 -05-01 12:18pm LEASE AGRFT:IMIENT (Ti IIS AGlib CONSISTS 01'1'1115 PACE 1.NI) ADO I'I'IONAI, PAOES) 12/4/01 23:11:53 L1D: WB Check all that apply Tax Exempt (Sales Tax hxcntpnon Certificate Attached) Assoc. /Coop Name, Negotiated Contract 070863007 Q Attached Customer P,O, it s: Supplies. Lease: State or Local Government Customer Int. Kate: 'Total Int, Payable Replacement /Modification ot'Prior Xerox Agreement Agreement covering Xerox Equipment Serialfi (or 958) is hereby modified replaced, Effective Date: Comment, I.case Information I. case Term 60 months Customer Legal Name (BIll to) CITY Or PORT ANGELES ,Name Overflow (if needed) FINANCE D1VIS10N Street Address 321 E 5TH STltb'F Bo'., /Routing PO BOX 1 150 PORT ANCiELES, WA 98362- City, State Zip Codc Ta't 'DP Customer Name (Install) Name Overflow (i needed) Installed at Street Address Floor /Room /Routing City. State Codc 98362-3206 County Installed In C:lallam Customer Requested lnsta3l Date 12/25/2001 XI3S Contract ti ValueAdded Services Lease Payment Information Product (with serial number. if in place equipment) WCP416C'3 41 6[x: -ADH /3TRAY /32M S 90.65 Price Information Monthly 13;tsc Charge Print Charge Meter I Prints 1 Prints Prints Print Charge Meter 2 Prints I Pants Mo. Mini of Prints (based on Meter I Print Charges) Purchased Supplies Cash l in'd Reorder Qty IDescription 11 otal Price t3 N arn c Signature DoiuBroker Form# 51860 (I 1 /2001) From BENCHMARK DOCUMENT SOLUTIONS CITY OF POI: I' ANGELFS 321E 5TH ST BILLING DEPT PORT ANGELES, WA MINIMUM MONTHLY LEASE PAYMENT (excl ofapplic, Taxes) Trade-In Allowance Final Principal Paymcntit 37 Manufacturer XEROX 'Model/Serial rc7G029536 !'Total Allowance Total Allowance Applied to: C3 Trade -In Equip Balance. I ❑Price of Rcplac not Equip IS A +ltreement Presented I3y: Name Pam S Hcrra^ Xerox Corporation Acceptance Ey: Date I Purchase Option ISFMV 8 lR Adjustment Period Period A Mos. Affected Monthly Base Charge Print Charge Meter 1 Prints Prints Prints Print Charge Meter 2: Prints I I'rints Mo Min of Prints (bascd on Meter L Print Charges) lAllowance IS 200,00 18 Phone (4251353.6763 200.00 200,00 +4253556996 Supplies included in Base /Print Charges Refill. of Poor AgrmL XcroK (95Th: 0 3rd Parry Eq Arnt Refin. 5 Int Rate: Total Int Payable S Down Payment Application Software Software Tttle 18 PORMINISH ff I$ INDERIMIRI Is 1$ C Prey Fin'I Install I lnterm u u Total Initial License Fees K -16 Bilking Suspension (check I as required) Months affected June only July only August only Junc July Judy August Customer: Name Title Business Mtuiaacr C -Mail Si gnature?( �/J(, 12/4/2001 T -483 P 05/09 F-994 7'J-TE DOCUMENT COMPANY XEROX Work,hcer, B44435 Unit 3 Original Hardcopy Paperwork Required Period B Mos. Arfecied Monthly Base Charge Print Charge Meter I: Print, I PrirnS Pants Print Charge Mctcr 2: Prints l Prinrs Mo Min of Prints (based on Meter 1 Print Charges) Mtn. I ca,t P:ryntent Free. (excluding excess meter charge,) Monthly ❑Quarterly Semi- Annual ❑Annual Other Min. Lc. ie Payment Mode ❑Advance 0 Arrears I Initial Licemc Fee 'Annual Renewal fee Cacti Rinanr III Sunnnrr only 0 IS I Additional Options (check all that apply) Run Length Plan Fixed Price Plan Per -Foot Pricing Extended Service Flom Description' 0 mo, Attached Addenda, Phone, (1601417.041 Date. /7 Page 1 of 5 12 705 -01 12:18pm From BENCHMARK DOCUMENT SOLUTIONS GENEI:AL'I'FRMS: The following terms apply to all leu..c transactions' I PRODUCTS The term "Products" shall refer collectively to ail equipment (the "Equipment software and supplies ordered under this Agreement. You represent that the Products are being purchased for your on use (rather than resale) and char they will not be uscd primarily fur personal, household or family purposes. 2 NON- CANCELABI F, LEASE. TIiiS AGREEMENT IS A LEASE AND IT CANNO 1 BE CANCELED OR TERMINATED EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOUR OBLIGATION TO MAKE PAYMENTS AND TO PAY ANY OTHER AMOUNTS DUE HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT 13E SUBJECT TO ANY 1)FL.AY. REDUCTION, SET -OFF, DEFENSE, COUNTERCLAIM OR RECOUPMFNT FOR ANY REASON WI-lA1 SOFVER, ANY CLAIM WHICH YOU MAY HAVE AGAINST XEROX MAY BE ASSERTED IN A SEPARA 1'E ACTION AND SOLELY AGAINST XEROX. PROVIDED YOU CONTINUE TO FULFILL AEI_ YOUR OBLIGA'I IONS UNDER THIS LEASE 3, PAYMENT, TAXES CREDIT HISTORY. A Paymair is due within twenty (20) days of the invoice date or on the due dare listed on the invoice, whichever is earlier. In addition to any charges sei out on the front page of this Agreement, you will be responsible for any non-typical delivery or removal expenses incurred B. You shall be responsible for any and all applicable Taxes, which will he included in Xerox's invoice 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 thc amounts payable to Xerox by you tor the billing of Products, Print Charges. service, and maintenance of any kind; Taxes include, hut arc 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. C .A, part of this transaction, Xerox may investigate your credit history Even if Products have been delivered. Xerox may, within 60 days following its acceptance ot this Agreement, revoke the Agreement if your credit approval is denied 4. BASIC SERVICES Xerox will provide the following Basic Services under hiis Agreement (unless you are acquiring Equipment for which Xerox dots not offer Basic Services: such equipment ro be designated us No Svc."): A. RL•PALRS AND PARTS Xerox will make adjustments and repairs nece „ary to keep Equipment in good working order (including such adlusnncnts or repair, required during initial installation). Pans required for repair may be ncw, reprocessed, or recovered. All replaced parts /matenals will become Xerox's property. 13 HOURS AND EXCLUSIONS, Unless otherwise stated, Basic Services will be provided during Xerox's standard working hours (excluding Xerox rec.ugni7cd holidays) in areas within the United States, its territories, and possessions open for repair service for the Equipment as iSSue. Basic Service, shall cover repairs and adjustments required as a result of normal wear and tear or defects in materials or worl (and shall exclude repair; or adjustments Xerox determines to relate to or be affected by rhc tux of options acce„ories, or other connected products not serviced by Xerox as well as any non -Xerox alterations, relocation,,ervice, supplies, or consumables) C. INSTALLATION SiTE AND METER READINGS. The equipment installation site must conform to Xerox's published requirements throughout the term of chi, Agreement, If applicuble, you must provide meter readings in a manner prescribed by Xerox. If you fail to provide timely readings, Xerox may estimate then and bill you accordingly, D, REMEDY if Xerox Is tamable to maintain the hquipmcnt as described above, Xerox will. as your exclusive remedy tor Xerox;; providing Basic Services, replace the Equipment with an identical product or, at Xerox's option, another product of equal or greater capabiliue, This r-phieement product shall he subject to these same terms and conditions E. G. Docul3roker Form# 51 S60T &C (05/2001) 1244/2001 +4253556996 T -483 P 06/09 F -994 CARTRIDGE PRODUCTS If Xerox is providing Baste Services for e product utilizing cartridges designated by Xerox as customer replaceable "Cartridges and unles you have entered into a Standard Maintenance Agreement as described below, you agree to use only unmodified Cartridges purchased directly from Xerox or its authorized resellcrs in thc United Stares F OPERATOR MAIN I'F.NANCE PROCEDURES FOR DOCUCOIOR 70, DOCUCOLOR 100 AND DOCUCOLOR 130. If Xerox is providing Busi Services for your DocuColor 70, DocuColor 100 or DocuColor 130, you agree to perform all operator maintenance procedures set forth in the applicable Printer Operator Guides (including the purchase of all reference parts, tools, and supplies) PC/WORKS IATION REQUIREMENTS, In order to receive Basic Services and /or Software Support for equipment requiring connection to 11 PC or workstation, you must utilize a PC or workstation that either (I) has been provided by Xerox or (2) meet., Xerox's published specifications. 5 WARRANTY DISCLAIMER XEROX DISCLAIMS TIIE IMPLIF WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE 6 INTELLECTUAL PROPERTY INDEMNITY. Xerox will defend and indemnify you if any Product is alleged to infringe someone else', 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 fo eny non -Xerox litigation expenses or settlements unless it preapproves them in writing To avoid infringement, Xerox may modify or substitute an equivalent Product, refund the price paid for the Product (less die reasonable rental value to he period it was available to you), or obtain any necessary licenses. Xerox is no iablc for any infringement related liabilities outside thc scope of this paragraph ncluding but not limited to infringement based upon a Product being modified t your specifications or being used or sold with products not provided by Xerox, 7. LIMITATION Of LIABILITY. Xerox shall not be liable to you for my direct damages in execs, of $10,000 or the amounts paid hereunder. whichever is greater, and neither party shall be liuhle to the other for any special ndircct, incidental, consequential or punitive damages arising out of or relating o this Agreement, whether the claim alleges tortious conduct (including negligence) or any other legal theory, ASSIGNMENT. You may not assign any of your rights or obligation under this Agreement without Xerox's prior written consent. Xerox may assign his Agreement, in whole or in part, without prior notice to you. Each successive ssignec of Xerox shall have all of thc rights but none of the obligations of Xerox iereunder You shall continue to look ro Xerox for performance of Xcrax's bligation,, including the provision ot Basic Service,, and waive and release any s of Xerox from any such claim You shall make all payments due creunder to any assignees specified by Xerox, in accordance with the nstruction; of said assignees You shall not asses any defense, counterclaim, or etoff that you may have or claim against Xerox against any assignees of Xerox. MINIMUM I.F.ASE PAYMENTS, The Murimunt Lease Payment, long with any additional Print Charges, covers your cost for the use of the Equipment and as maintenance. The Minimum Lease Payment (which may be illed on more than one invoice) shall consist of thc total of (I) any Base Charge nd (2) any Monthly Minimum Number ot Prints multiplied by the applicable Meter I Print Charge(s) For full -color equipment, color copies are counted tin Meter 1 0. MAINTENANCE COMPONENT PRICE INCREASES Xerox may nnually increase that amount of your Minimum Lease Payment and Print harges you arc charged tor the maintenance of the Equipment (the Maintenance Component each such increase not to exceed 10 (For state nd local government customers, this adjustment shall take place at the ommenccmcnt of each or your annual contract cycles.) 1 TiTLE, RISK, AND RELOCATION 1 he title to the Equipment shat I Imam with Xerox unless and until you exercise your option TO purchase the quiprnent 'ihe Risk ot Loss due to your fault or negligence, as well as theft or isappearanec, shall pass to you upon shipment from a Xerox controlled facility he risk ot loss due to all other causes shall remain with Xerox unless and until 00 exercise your option to purchase the equipment Unless and until nits passes o you, all Equipment rilOcdtton; must be arranged (or approved in odvancv) by erox. All parts /materials replaced as part of an upgrade will became Xerox ropey-Ty, Page 3 of 6 c d D r r n s 12 -05 -01 12:19pm From BENCHMARK DOCUMENT SOLUTIONS 12 RENEWAL Unless either party provides notice at least 30 days _before the end of the lease term of its intention not to renew thc lease, h will he renewed automatically on a month- to- rnonth basis at the same price and on the same terms and condition,, Billing will occur at the same frequency as the original lease During this renewal period. either side may terminate this Agreement upon at least 30 days notice 13 BREACH it REMEDIES If you full to make any payment within ten (10) days of the date payment is due or breach any other obligation under this A greement. Xerox, in addition To its other remedies (including the cessation of Basic Services), may require immediate payment of (a) all amounts then due, (h) the remaining hlin mum Lease Payments in the Agreement s term [ices any unearned finance, maintenance, and supply charges]; (c) a reasonable disengagement fee calculated by Xerox 'the amount of such fee ro be available from Xerox ar any time upon request]: (d) late charges equal to t0% of the amount due or $25,00. whichever is higher (not to exceed the maximum amount permitted by law): (e) 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); and (0 the applicable Purchase Option, Once these sums are paid, talc shall pass to you. 14. CARTRIDGES, To enhance print quality, the cartridge(s) m many model; of Equipment have been designed to cease functioning at a predetermined point. In addition many Equipment mode, 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 which permits use of non -newly manufactured original Xerox cartridges may he available from Xerox at an additional charge Certain cartridges are also sold as Environmental Partnership Cartridges: you ngrec that these cartridges remain the property of Xerox and you shall return them to Xerox for rernanufacturing once they cease functioning 15 EQUIPMENT STA t'US, In support of Xerox';: environmental leadership goals, and unless you are acquiring Previously installed Equipment, Equipment will be either (a) "Newly Manufactured which may contain some recycled components that are reconditioned (b) "Factory Produced New Model whit.h 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) Rc manufactured", which has been factory produced following disassembly to a Xerox predetermined standard and contains both new components and recycled components that are reeondttioncd. 16 PURCHASE OPTIONS. You may purchase the Fquipment at the end of the lease term for the Purchase Option indicated in 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 any applicable Taxes You may purchase thc Equipment at any time during the Icase by paying (a) all amounts then due; (b) the remaining Minimum Lease Payments in the Agreement's term [less any unearned finance. maintenance, and supply charge,], (c) a reasonable disengagement fee calculated by Xerox (the amount of such fee to bc available trom Xerox at any time upon request], (d) the applicable Purchase Option; and (e) any applicable Taxes Whcn these amounts have been tully paid, tide to the Equipment will transfer to you 17. PROTECTION OF XEROX'S RiGH•ITS Unless and until you purchase the leased Equipment, you hereby authorize Xerox or its agents to exci.utc on your behalf all documents necessary to protect Xerox's rights es the Equipment Lessor (including the perfection of Xerox's purchase money security interest that shall attach to all Equipment for which the Purchase Option is a set dollar amount) 18 MISCELLANEOUS. This Agreement constitutes the entire agreement as to its subject matter, supersedes all prior and contemporaneous oral and written agreements, and shall bc construed under the law, of the State of New York (without regard to conflict -of -law principles). Xerox may retain a reproduwon (e.g„ electronic image, photocopy, facsimile) of this Agreement whi,:h shall be considered an equivalent to the original, in adduton, Xerox may accept this Agreement either by its signaTtire or commencing performance (egg„ Equipment delivery). All changes to this Agreement must be made in a writing signed by both parties, accordingly, any terms on your ordering documents ,hall be of no forts or effect In any action to enforce this Agreement, the parties :agree to waive their right to awry trial and to pay the prevailing party's costs and expenses. including reasonable attorneys' fees SOFTWARE TERMS, The following additional terms apply only TO transactions covering Application Software and /or Xerox -brand Printing System, DocuTcch, Color, I ligh Volume and Digital Copier- Duplicator. or Document Centre Products' D. +4253556996 T -483 P 07/09 F -994 19 SOFTWARE 1 ICENSE The following terms apply to copyrighted software and the accompanying, documentation, including but not limited 10 operating system software, provided with or within the Equipment (''Base Software as well as software specifically set out as "Application Software" on the face of Mk Agreement This license does not apply to any Diagnostic Software nor to any software and aeeompanytng documcntarton 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 Stares only on or with the Equipment with which (or within which) it was delivered For Application Software, Xerox grant, you a non- exclusive, non- transtcrablc 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 ices (including any Annual Renewal Eccs), You have no other rights to the Base or Application Software and. in particular, may not (I) distribute, copy, modify, create derivatives of, dccompile, or reverse engineer this software; (2) activate any software delivered with or wltltin the Equipment in an unactivated state; or (3) allow other, to engage in same Title to the Base and Application Software and all copyrights and other intellectual property rights in It shall at all time; 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) B. Xerox may terminate your license for any Base Software (1) immediately it 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, 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 Software will pertorm in material conformity with its published specifications for a 90 -day period from the date it is delivered or, for software installed by Xerox, the date of so ftware installation Neither Xcrox nor its licensors warrant that the Base or Application Software will be free from errors or that its operation will be uninterrupted 20. SOFTWARE SUPPORT During the period that Xerox provides Basic Services for the Equipment, Xerox will also provide software support for the Base Software under the following terms, For Application Software, Xerox will provide this same level of support provided you are current in the payment of all Initial License and Annual Renewal Fees (or, for programs not requiring Annual Renewal Fccs the payment of the Initial License Fee and the annual "Support Only Fees); A Xerox will assure that Base and Application Software performs in material conformity with its published specifications 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 CO 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, ifany, may be subject to additional li cen4c fees at Xerox 's then current pricing and shall be co nsidered Base or Application Software governed by these Software Terms (unless otherwise noted) You agrcc ro 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 in the manner specified by Xerox Xerox shall not he obligated (a) to support any Base or Application software that is two or more generations older than Xerox's most current reicasc or (b) to remedy coding errors if you have modified the Base or Applicanon Software E. Xerox may annually adjust the Annual Renewal and Support -Only Fees, cech such increase not to exceed 10"/O. (For state and local government customers. this adiusiment snail take place at the commencement of each of your annual contract cycles,) 21 DIAGNOSTIC SOfTwARE Software used to maintain the Equipment and /or diagnose it, failures or substandard performance (collectively DocuBrol.er l -ormrs 5186OT&C (05/2001) 1214/2001 Page 4 of 6 12 -05 -01 12:20pm From BENCHMARK DOCUMENT SOLUTIONS Diagnostic Software is embedded in. reside, on, or may be loaded onto the Equipment. I'he Diagnostic Software and method of entry or secs„ to it constitute valuable trade secrets of Xerox Title w the Diagnostic Software shall at ail times remain solely w ith Xerox and /or Xerox's licensors You agree that (I your acquisition of the Equipment doe; not grant you a license or right to use the Diagnostic Software in any manner and (2) that unless separately licensed by Xeroa to do so, you will not use, reproduce, distribute, or disclose the Diagnostic Software for any purpose (or allow (turd parties to do so) You agree at all times (including subsequent w the expiration of this Agreement) to allow Xerox to access monitor. end otherwise take steps w prevent unauthorized use or reproduction of the Diagnostic Software, GOVERNMENTAL TERMS The following additional terms apply only to state and local government customers 22 GOVERNMENT CUSTOMER TERMS A FUNDING You srarc that it is your intent to make all payment, required under this Agreement In the event that (1) through no action initiated by you your legislative body deice not appropriate funds for the continuation of this Agreement for tiny fiscal year after the first fiscal year and has no funds to do ,o ttom other sources and (2) you have made a reasonable but unsuccessful effort to find a viable assignee within your general orgamcation who can continue this Agrccmcnt, this Agreement may be terminated To effect this termination, you shall. 30 days prior to the beginning of the fiscal year for which your legislative body docs not appropriate fund, 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 Xerox under this Agrccmcnt and must certify that the canceled Equipment is not being replaced by equipment performing similar functions during the ensuing fiscal year. In addition, you agree at your eapeme to return the Equipment in good condition to a location designated by Xerox and that. when returned, the Fquipment will be free of all liens and encumbrances You will then be released from your obligations to make any further payments to Xerox (with Xerox retaining all sums paid to date) B TAX TREATMENT. This Agreement ha, bccn accepted on the basis of Xerox claiming any interest paid by you as exempt from federal income tax under Section 103(e) of thc Internal Revenue Code of 1986, Should Xerox lost the benefit of this exemption as a result of your failure to comply with or be covered by Section I 03(c) or its regulations, then. subject to the avaitabitity of funds and upon demand by Xerox, you shall pay Xerox an amount equal to its loss in this regard. At the time of execution of this Agreement, you ,hall provide Xerox with a properly prepared and executed copy of US Treasury Form 8038 or 8038 -GC C PAYMEN I', Your payment is due within 30 days of our invoice date, ADDITIONAL TERMS The following additional terms apply only to the extent that you have agreed to one or more oldie options described below 23, SUPPLIES INCLUDED IN BASE /PRINT CHARGES. If this option has been selected, Xerox will provide you with hlack toner, black developer, copy Cartridges, and fuser "Consumable Supplies throughout the term of this Agrccmcnt. For full -color Equipment, Coneumahlc Supplies shall also include color toner and developer You agree that the Consumable Supplies are Xerox', property until used by you, that you will use them only with the Equipment. that you will return all Cartridges to Xerox for remanuracturing once they have been run so their cease-function point, and that you will return any unused Consumable Supplies to Xerox at the end of this Agreement Should your use of Consumable Supplies exceed the typical use pattern (as determined by Xerox) for these items by more than 10 you agree that Xerox shall have thc right to charge you for any such execs, usage 24 REPLACEMENT /MODIP1CATiON OF PRIOR XEROX AGREEMENT, If this option has been selected, this Agreement will replace or modify a prior agreement between you and Xerox covering the specified equipment, it n is a replacement agreement, the prior agreement shall be null and void I f it is a modification, the prior agreement shall remain to effect except that any new terms presented in this modification agreement (e g price, duration, configuration) shall take precedence over the prior terms for the balance or the Agrccmcnt In addition, modifications requiring a reantortization of your payment, may include e one -time administrative /processing charge which will appear on your first bill under this revised arrangement, -5. XEROX AS FINANCIAL INTERMEDIARY If this option has been selected, you are lea' ins specifically identified products that were selected by you DocuBroker Forma 51 8601' &C (05/2001) 1214/2001 +4253556996 T -483 P 08/09 F -994 and that are not sold by Xerox in the normal cuurec of its business. With regard to these products. you agree that Xerox is leasing them to you "A, k" and without warranty or liability (either direct or indirect) of any hind, As such, and with regard to these products, YOU HIeRt 13Y WAIVE THE iMPLIED WARRANTY Of MERCHANTABILITY. Xerox assigns to you, to the extent assignable, any warranty rights it has to these products (which rights shall revert to Xerox Hypo breach this agreement) You agree (a) that these products are not eovcrcd by Xerox's obligation to provide Baste Services; (b) to maintain a service agreement for these products with a service provider acceptable to Xerox throughout this Agreement's term. (c) to pay all personal property taxes related to thcsc products: and (d) to assign to Xerox any rights you have to the products until title paesee from Xerox to you (which, subject to any software licenses surrounding the acquisition of these products, shall occur when you obtain tide to all Xerox Equipment covered by this Agreement). 26. FINANCED SOFTWARE TOTAL if this option has been scicctcd, the initial license tors for any Application Software set forth in this Agreement shall be paid for through your Minimum Lease Payments If you 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 27. FINANCED SUPPL1ES TOTAL. If this option has been selected, the cost of any supplies you have purchased under this Agrccmcnt shall be paid for through your Minimum Lease Payments If you broach any of your obligutione regarding the Equipment, the full amount of the Supply costs shall become immediately due and payable, 28 REPiNANCF OF PRIOR AGREEMENT If this option has been ,elected, the balance of your prior indicated agreement with Xerox or a third parry shall be paid for through your Minimum Lease Payments If your prior agreement is with a third -parry, you hereby acknowledge that you have the right to terminate thc agreement and agree to provide 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 poor agreement was with Xerox, the use Of this refinance option shall rcndcr your prior agreement null and void. If you breach this Agreement, the full amount of your prior agreement balance shall be immediately due and payable 29. ADJUSTMENT PERIOD. If this option has been selected, your Minimum Lease Payment and /or Print Charges shall be adjusted in accordance with the information 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 Agrccmcnt 30. K -16 BiLLiNG SUSPENSION, It this option has been selected, the Maintenance Component of your Minimum Lease Payment and Print Charges will be suspended each year during the month, indicated, Dunng these months, you agree not to tie the Equipment and that Xerox shall not be re>pomible for providing Basic Services on It, 31 TRADE -IN EQUIPMENT If this option has been selected, you are providing equipment to Xerox as part of this Agrccmcnt ("Trade -In Equipment') and the following shall apply. A. TITLE TRANSFER. You warrant that you have the right to transfer title to the Trade -In hquipment and that it has been installed sod performing tts intended function for the previous year at the eddy whcrc the replacement equipment 15 to be in,tullcd. 'I ide and risk ofloss to the Trade -In Equipment shall pass to Xerox when Xerox removes It from your premises 13 CONDITION You warrant that the Trade -In Equipment i, in good working order, has not been modified from its original configuration (other than by Xerox), and has a UL label attached You agree to maintain the Trade -In Equipment at its present site and in substantially its present condition until removed by Xerox, C ACCRUED CHARGES. You agree to pay all accrued charges for 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 for this equipment through the date title passes to Xerox, 32 RUN LENGTH PLAN If this option ha, been selected, the first ten prints of each original (per run) are recorded and billed on both meter, with all subsequent prints recorded and billed on Meter A only. (Note that if a 5090 family product covered by this plan has its document handler lett open, all affected copies will he recorded and billed on both meter, 33. FIXED PRICE PLAN 11 this option has been selected. Xerox will forogo its right to increnec tha Maintenance Component throughout t initial icrm of this Agrccmcnt. Page 5 of 6 34. PER -FOOT PRICING, If this option has been selected. all Print :.Charges will be billed on a per-foot ba;iti, with each Itncat foot equal to one print. 35, EXTENDED SERVICE -OURS. If this option has been selected, Xerox will prtlro idc Basic Services during the hours indicated, with the first nua »bct establishing the number of eight -hour shifts covered and the second establi,hing the days of the week (e g 2 x 6 would provide service troll\ 8:00 A M, to 1 1 .59 P.M Monday throu_h Saturday) The cost of this enhanced service coverage will he billed separately and, as such, k not included in your Minimum Lease Payment or Print Churges. 36 ATTACHED ADDENDA If this option ha: been selected. you acknowledge that one or more ,pecilicd addenda (as indicated) have been provided to you Thcrc addenda, which provide additional terms relevant to the transactions covered hereunder, are hereby fully integrated into this Agreement, 37 NEGOTIATED CONTRACT. If this option has been selected, thi, Agreements subject to the terms contained in the identified Negotiated Contract. If the tcrmy contained in this Agreement conflict will) those contained in the Negotiated Contras, the terms of the Negotiated Contract a hall prevail. 12 -05 -01 12:21pm From BENCHMARK DOCUMENT SOLUTIONS +4253556996 T -483 P 09/09 F -994 DocuBroker Form# 51860T&C (05 /2001) 12/4/2001 Page 6 of 6 01 op 41;:1!:` gr 1111 w 7 T AN- INVOICE TO: CITY OF PORT ANGELES FINANCE DIVISION P.O. BOX 1150 PORT ANGELES, WASHINGTON 98362 Xerox 717 128th St., SW, Ste A104 rr Everett WA 98204 Pam Herzog ATTENTION: CONFIRMING ORDER: yes no LINE I QNTY I UNIT ccos no VENDOR NAME ADDRESS: _1 CITY OF PORT ANGELES 321 East 5th Street P.O. Box 1150 Port Angeles, Washington 98362 Inquiries (360) 417 -4624 PURCHASE ORDER REQUISITION DATE: BUYER: SHIP TO: DESCRIPTION DC490ST includes 80K impressions and all supplies (excluding paper staples) and maintenance Monthly fee DC-440SX includes- 15K- -impr- essons -and same services as above Montdly fee 1 bWC416 in all supplies as noted 0 /S above, impressions at $.015 each Monthly fee REQUISITIO Delivery to be taken on or about the 17th of December 2001. P 0 is in effect for the life of the lease (60 months) DEPT /DIVI' APPROVAL lakp/o/ DATE P.O. NO. 15067 THIS NUMBER MUST APPEAR ON ALL INVOICES AND SHIPPING DOCUMENTS December 7, 2001 City of Port Argeles 321 E. Fifth Street Port Angeles WA 98362 OUR PICKUP STOCK# I UNIT PRICE AMOUNT 'MV Lease $2,364.64 MV Lease 593.06 FMV Lease 99.65 t r:e is )czEt. 07e) o 7 X Z 03 oaa /y,9 O/343/ DATE FUND DIV. I ACTIVITY I PROJECT I OBJECT AMOUNT 'kr: INSTRUCTIONS TO VENDOR Prompt Payment Will Require: 1. Use of the Purchase Order Number on all invoices and packages. 2. All quoted orders are F.O.B. Port Angeles, WA 98362 3. Other orders add shipping charges to invoice. 4. No back orders after 60 days unless authorized. es no Confirming Order LJ Attn: TO: f Xerox Corporation Received Quantity Quantity Ordered I Description REQUISITIONER ADMIN. SERVICES (OVER $1,000) DATE //M3 u j OLYMPIC PRINTERS INC. (206) 452-1381 0 OL LA_ (25 45 Sales Tax AUDIT CITY MANAGER (OVER $5,000) DATE SHIP TO: 0 Our Pick Up PURCHASE ORDER NUMBER 9521 CITY OF PORT ANGELES BILL TO: City of Port Angeles Finance Division P. O. Box 1150 ,r Port Angeles, WA 98362 Phone: (206) 457 -0411 CITY HALL. I Unit Price Sub Total Freight Extended Price Re: State of Wa Oontract 128 -88 and 78 -90 dated 07/01/92: 60 -month lease of Xerox 5100 2006.86 pe' and including FSlf plus 00770 per copy. Option J. Buy Out at end of $8250.00. Assnnties trade -in of two Xerox 1065's: K50043411 $6468.00 and IC50041077 @6468.00. Included at no charge is'a,Xerox 5065 FIN. Assumes the trade -in of a Xerox 1023 sin 41K405825 $650.00 This 5065 has an extended warranty for a total of 12 montI:s. Also, included at no charge, 'is a Xerox 5320ZTA, with a_36-month warranty. A Xerox 7033VP FAX is ordered for $3585.00 plus `279.63 sales tax for a total of '$3864.63,referencing st to prici g agreement #61118SI, dated 10 /01/92. A 12 month w rranty i included. A credit will be issued to cover the ntire 70 3 VP coat. Includes Xerox PSS and XQAC dated 12/30/92. DATE DEPT. /DIVISION APPROVAL DATE TOTAL POND DEPT. PROJECT FUNCTION OBJECT AMOUNT XXX XXX XXXX XXXJIX )000( X ENCUMBERED 12/30/92 CITY HALL RE: State of WA Contract 128 -88 and 78 -90 Dated 07/01/92: 60 Month Lease of Xerox 5100 $2006.86 per month, including FSM; plus 00774 per copy. Optional Buy Out at End of $8250.00. Assumes trade -in of two Xerox 1065's: K50043411 $6468.00 and K50041077 $6468.00. Included at No Charge is a Xerox 5065 FIN. Assumes the Trade -In of a Xerox 1012 S/N 41K405825 650.00. This 5065 has an extended warranty for a total of 12 Months. Also, included at No Charge is a Xerox 5320ZTA, with a 36 Month Warranty. A Xerox 7033VP for a total of #61118SL dated credit will be Includes Xerox 011193 -1' Fax is ordered for $3585.00 plus $279.63 Sales Tax $3864.63, referencing State Pricing Agreement 10/01/92. A 12_,Month Warranty is included. A issued to cover the entire 7033VP cost. PSS and XQAC dated 12/30/92.