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HomeMy WebLinkAbout172842 XEROX CORPORATION - PURCHASE ORDER - 9117470City Of Fort Collins PURCHASE ORDER PO Number Page 9117470 1 of 3 This number must appear on all invoices, packing slips and labels. Date: 12/19/2011 Vendor: 172842 Ship To: POLICE DEPARTMENT XEROX CORPORATION POLICE SERVICES PO BOX 7405 2221 TIMBERLINE ROAD PASADENA California 91109-7405 FORT COLLINS Colorado 80525 Delivery Date: 12/19/2011 Buyer: DAVID CAREY Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 Xerox WC7545P Copier Lease Payments for 12 months 1 LOT LS 12,183.84 For four (4) Xerox WorkCentre WC7545P Mulifunction Copier/Printer Systems, Serial #'s: TBD. Location: Police Services - Investigations @ 2221 Timberline Road, Fort Collins, CO 80525 Lease Term: Forty -Eight (48) months. Base Monthly Lease Charge: > Copiers 1 & 2: $261.48 (Price fixed for -term of lease) > Copier 3: $247.44 (Price fixed for term of lease) > Copier 4: $244.20 (Price fixed for term of lease) Each copier payment includes: -0- B&W and -0- color prints per month. All Prints: $0.0051 for B&W $0.0496 for Color Consumable Supplies included in print rate. Includes trade-in of four (4) Xerox Copiers: > Xerox Model WC7345P, Serial# FKA614390, Location-DB East > Xerox Model WC7346HD, Serial# LXW319842, Location-DB West > Xerox Model WCP245H, Serial# UTV181400, Location -Patrol Report > Xerox Model WC7132P, Serial# AYX990546, Location -Patrol Admin Pricing per University of Colorado Contract # 072505800 and PDS Proposal dated 12/15/11. Non -appropriation of Funds Lessee reasonably believes that it will have a need for the Equipment for the duration of the Lease and that funds will be available and appropriated to make all payments under this Lease, however, the availability of funds in future fiscal years is dependent upon appropriation of funds by Lessee's City Council, which appropriation is entirely discretionary. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill II, CPPO City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax:970-221-6707 Email:purchasing@fcgov.com Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Terms and Conda�ons the Minimum Payment and Print Charges. For Application Software, Xerox may annually increase the software license or support fees. 14. DELIVERY, REMOVAL & RELOCATION. Equipment prices include standard delivery charges and, for Equipment for which Xerox retains ownership, standard removal charges. Non-standard delivery, removal and Equipment relocation must be arranged (or approved in advance) by Xerox and will be at your expense. IS. TAXES. You will be responsible for all applicable taxes, fees or charges of any kind (including interest and penalties) assessed by any governmental entity on this Agreement or the amounts payable under this Agreement ("Taxes"), which will be included in Xerox's invoice unless you timely provide proof of your tax exempt status. Taxes do not include personal property taxes in jurisdictions where Xerox is required to pay personal property taxes, and taxes on Xerox's income. This Agreement is a lease for all income tax purposes and you will not claim any credit or deduction for depreciation of the Equipment, or take any other action inconsistent with your role as lessee of the Equipment. 16. PURCHASE OPTION. If not in default, you may purchase the Equipment, "AS IS, WHERE IS" and WITHOUT ANY WARRANT`! AS TO CONDITION OR VALUE, at the end of the initial 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 expiration of the initial Term), plus all applicable Taxes. 17. DEFAULT & REMEDIES. You will be in default under this Agreement if (1) Xerox does not receive any payment within 15 days after the date it is due, or (2) you breach any other obligation in this or any other agreement with Xerox. If you default, Xerox may, in addition to its other remedies (including cessation of Maintenance Services), remove the Equipment at your expense and require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of: (a) all amounts then due, plus interest from the due date until paid at the rate of 1.5% per month; (b) the Minimum Payments (less the Maintenance Services and Consumable Supplies components thereof, as reflected on Xerox's books and records) remaining in the Term, discounted at 4% per annum; (c) the applicable Purchase Option; and (d) all applicable Taxes. You will pay all reasonable costs, including attorneys' fees, incurred by Xerox to enforce this Agreement. If you make the Equipment available for removal by Xerox within 30 days after notice of default, in the same condition as when delivered (reasonable wear and tear excepted), you will receive a credit for the fair market value of the Equipment as determined by Xerox, less any costs incurred by Xerox. 18. DATA SECURITY. Certain models of Equipment can be configured to include a variety of data security features. There may be an additional cost associated with certain data security features. The selection, suitability and use of data security features are solely Customer's responsibility. Upon request, Xerox will provide additional information to Customer regarding the security features available for particular Equipment models. GENERAL TERMS & CONDITIONS: 19. NON -CANCELABLE AGREEMENT. THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED EXCEPT AS EXPRESSLY PROVIDED HEREIN. YOUR OBLIGATION TO MAKE ALL PAYMENTS, AND TO PAY ANY OTHER AMOUNTS DUE OR TO BECOME DUE, IS ABSOLUTE AND UNCONDITIONAL AND NOT SUBJECT TO 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 IN A SEPARATE ACTION AND SOLELY AGAINST XEROX. 20. REPRESENTATIONS. The individuals signing this Agreement are duly authorized to do so and all financial information you provide completely and accurately represents your financial condition. 21. LIMITATION OF LIABILITY. Except for liability under the indemnification obligations set forth in this Agreement, Xerox will not be liable to you for any direct damages in excess of $10,000 or the amounts paid hereunder, whichever is greater, and neither party will be liable to the other for any special, indirect, incidental, 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. Any action you take against Xerox must be commenced within 2 years after the event that caused it. 22 CREDIT REPORTS. You authorize Xerox or its agent to obtain credit reports from commercial credit reporting agencies. 23. FORCE MAJEURE. Xerox will 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 xe rox -,� reasonable control. Xerox will notify you if such a circumstance occurs. 24. PROTECTION OF XEROX'S RIGHTS. You authorize Xerox or its agent to file, by any permissible means, financing statements necessary to protect Xerox's rights as lessor of the Equipment. You will promptly notify Xerox of a change in ownership, or if you relocate your principal place of business or change the name of your business. 25. WARRANTY DISCLAIMER. XEROX DISCLAIMS THE IMPLIED WARRANTIES OF NON -INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. This Agreement is a "finance lease" under Article 2A of the Uniform Commercial Code and, except to the extent expressly provided herein, and as permitted by applicable law, you waive all of your rights and remedies as a lessee under Article 2A. 26. INTELLECTUAL PROPERTY INDEMNITY. Xerox will defend, and pay any settlement agreed to by Xerox or any final judgment for, any claim that a Xerox -brand Product infringes a third partys U.S. intellectual property rights. You will promptly notify Xerox of any alleged infringement and permit Xerox to direct the defense. Xerox is not responsible for any non -Xerox litigation expenses or settlements unless it pre -approves 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 based upon a Xerox -brand Product being modified to your specifications or being used or sold with products not provided by Xerox. 27. TITLE & RISK OF LOSS. Until you exercise your Purchase Option: (a) title to Equipment will remain with Xerox; (b) Equipment will remain personal property; (c) you will not attach the Equipment as a fixture to any real estate; (d) you will not pledge, sub- lease or part with possession of it, or file or permit to be filed any lien against it; and, (a) you will not make any permanent alterations to it. Risk of loss passes to you upon delivery and remains with you until Xerox removes the Equipment. You will keep the Products insured against loss or damage and the policy will name Xerox as a loss payee. 28. ASSIGNMENT. Except for assignment by Xerox to a parent, subsidiary or affiliate of Xerox, or to securitize this Agreement as part of a financing transaction ("Permitted Assignment"), neither party will assign any of its rights or obligations under this Agreement without the prior written consent of the other party. In the event of a Permitted Assignment: (a) Xerox may, without your prior written consent, release to the proposed assignee information it has about you related to this Agreement; (b) the assignee will have all of the rights but none of the obligations of Xerox hereunder; (c) you will continue to look to Xerox for performance of Xerox's obligations, including the provision of Maintenance Services; (d) you waive and release the assignee from any claim relating to or arising from the performance of Xerox's obligations hereunder; (a) you shall not assert any defense, counterclaim or setoff you may have against an assignee; and (f) you will remit payments in accordance with instructions of the assignee. 29. MISCELLANEOUS. Notices must be in writing and will be deemed given 5 days after mailing, or 2 days after sending by nationally recognized overnight courier. Notices will be sent to you at the "Bill to" address identified in this Agreement, and to Xerox at the inquiry address set forth on your most recent invoice, or to such other address as either party may designate by written notice. You authorize Xerox or its agents to communicate with you by any electronic means (including cellular phone, email, automatic dialing and recorded messages) using any phone number (including cellular) or electronic address you provide to Xerox. This Agreement constitutes the entire agreement as to its subject matter, supersedes all prior oral and written agreements, and will be governed by the laws of the State of New York (without regard to conflict -of - law principles). In any action to enforce this Agreement, the parties agree (a) to the jurisdiction and venue of the federal and state courts in Morrvefmamty�_ and (b) to waive their right to a jury trial. If a court finds any term of this Agreement unenforceable, the remaining terms will remain in effect. The failure by either party to exercise any right or remedy will not constitute a waiver of such right or remedy. Each party may retain a reproduction (e.g., electronic image, photocopy, facsimile) of this Agreement which will be admissible in any action to enforce it, but only the Agreement held by Xerox will be considered an original. Xerox may accept this Agreement either by signature or by commencing performance. Changes to this Agreement must be in writing and signed by both parties. Any terms on your ordering documents will be of no force or effect. The following four sentences control over every other part of this Agreement. Both parties will comply with applicable laws. Xerox will not charge or collect any amounts in excess of those allowed by applicable law. Any part of this Agreement that would, but for the last four sentences of this Section, be read under any,, Terms and Conditions circumstances to allow for a charge higher than that allowed under any applicable legal limit, is 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 Xerox to the payment of amounts legally owed under this Agreement, or refunded to you. 30. REMOTE SERVICES. Certain models of Equipment are supported and serviced xe rox,� using data that is automatically collected by Xerox from the Equipment via electronic transmission from the Equipment to a secure off -site location. Examples of automatically transmitted data include product registration, meter read, supply level, Equipment configuration and settings, software version, and problem/fault code data. All such data shall be transmitted in a secure manner specified by Xerox. The automatic data transmission capability will not allow Xerox to read, view or download the content of any Customer documents residing on or passing through the Equipment or Customer's information management systems. City of art Collins PURCHASE ORDER PO Number Page 9117470 2of3 This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price Lessee will seek funding each year as part of its Budget process. If funds to continue the leasing of the Equipment for the portion of the Lease term falling in the next year are not legally available for such purpose, Lessee may terminate this Lease at the end of the current year without penalty. Lessee will notify Lessor at least thirty (30) days prior to the end of the year if funds are not available for the payments required under this Lease by reason of non -appropriation or non -availability of funds as set forth above. 2 Smart Print Solution Subscription for 12 months x 4 1 LOT LS For above four (4) Xerox WorkCentre WC7545P Mulifunction Copier/Printer Systems, Serial #'s: TBD. Mobile Print Single License Monthly Payments: > $59.11 -Lease > $20.00 - Maintenance (Full Service Included) Pricing per University of Colorado Contract # 072505800 and PDS Proposal dated 12/15/11. 3 Estimated Print Charges for above Copiers-12 months 1 LOT LS For above four (4) Xerox WorkCentre WC7545P Mulifunction Copier/Printer Systems, Serial #'s: TBD. All Prints: $0.0051 each for B&W $0.0496 each for Color Consumable Supplies included in print rate. To be invoiced quarterly. Prices fixed for term of lease. Pricing per University of Colorado Contract # 072505800 and PDS Proposal dated 12/15/11. Please fax purchase order to the attention of Tim Mong at 970.204.6937 City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill II, CPPO City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Pfione:970-221-6775 Fax:970-221-6707 Email:purchasing@fcgov.com 949.32 5,500.00 Total $18,633.16 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 3 of 3 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fon Collins is exempt from sure and local taxes. Our Exemption Number is 11. NONWAIVER. 98-01502. Federal Excise Tax Exemption Cenificate, of Registry 84-6000587 is registered with the Collector of Fanlom of the Purchaser to insist upon strict performance of the terms and conditions hereof, failum or delay to financial Revenue, Denver, Colorado (Ref. Colorado Revised Slawles 1973, Chapter 39-26, 114 (a). exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance ofor payment for goods hereunder or approval ofthe design, shall not release the Seller of Gods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defect, of any of the warranties or obligations of this purchase order and shall not be deemed a wuiver of any right of the damage in transit, may be neared to you for credit and are not to be replaced except open receipt of written purcluwr to insist upon strict performance hoot or any of its rights or remedies as to any such goods, regardless instructions from the City of Fon Collins of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported oral amdi neutrino or rescission of this purchase over by the Purchaser operate as a wuiver of any of the terms Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. hereof: Final Acceptance. Receipt of the nrerehandise, services or equipment in response to this order can result in 12. ASSIGNMENTOF ANTITRUST CLAIMS. authorized payment on the pan of the City of Four Collins. However, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting fmm antitmst ACCEPTANCE is dependent upon completion of all applicable squired inspection procedures. violations arc in fact borne by the Purchaser. Theretofore, for good cause and as consideration far executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Temrs. Shipments must be F.O.K. City of Fall Collins, 700 Wood St., Fall Collins, CO 80522, unless acquired under federal or state antitmst laws for such overcharges relating to the particular goods or services otherwise specified on this over. If Permission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase aver. bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when shipments are made from greater distance. Permits. Seiler shall procure at idlers sole cost all necessary permits, cenifcmes and licenses required by all applicable laws, regulations, ordinances and mlcs of the state, municipality, territory or political subdivision where the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Seiler further agrees to hold the City of Fort Collins harmless from and against all liability and loss incumd by them by notion of an asend or establishd violation of any such laws, regulations, ordinances, roles and requirements. Authodznlion. All parties to this contract agree that the representatives am, in fact, bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terns unit conditions stated heroin sr forth and any supplementary or additional to= and conditions annexed hereto or incorporated herein by reference. Any additional or different toms and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as toed. Time is of the essence. Delivery and performance must be effected within the tittle stated on the purchase order and the decunmi s attached hereto. No acts of the Purchasers including, without limitation, acceptance ofpunial late deliveries, shall operate as a waiver of this provision. In the event of any delay, the Purehuscr shall have, in addition to other legal and equitable remedies, the option ofplacing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which are beyond is reasonable cannot and without is fault ofnegligence, such acts ofGod, acts ofeivil or military uuthon ics, governmental priorities, Bat, strikes. flood, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time when the Seller first received knowledge thereof. In the event of any such delay, the date of delivery shall be extended for the period equal to the time actually lost by reason ofthe delay. 3. WARRANTY. The Seller wanans that all goods, onicics, materials and work covered by this order will conform with applicable drawings, sprifications, samples and/or other descriptions given, will be fit tin the Purposes intended, and perforated with the highest degree of cure and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser hamiless front any loss, damage or expense which the Purchaser may buffer or incur on account ofthe Sellers breach of warranty. The Seller shall replace, repair or make god, without ewe to the purchaser, any defects or faults arising within one (1) year or within such longer period of time as may be prescribed by law or by the terns of any applicable womanly provided by the Seller after the date of acceptance ofthe goods famished hereunder (accepance not to be unreasonably delayed), resuhing front imperfect or defective won: done or materials fumishd by the Seiler. Acceptance or use of goods by the Purchaser shall not constitute a waiver ofany claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties or guerantecs, but such liability shall in no event include loss of profits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF HTNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal terms by written change order. . 5. CHANGES IN COMMERCIAL TERMS. 'fhc Purchaser may make any changes to the toms, other than legal tors, including additions to or deletions front the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such change atTcs the amount due or the time ofpaforntntce hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all portions ofthe goods then not shipped, subject to any equitable adjustment between the parties as to any work or materials then in pralines, provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted perfect of the goods and/or work, for incidental or consequential damages, and that no such adjustment ba made in favor ofthe Seller with respect to any goods which an the Sellers standard stock. No such termination shall relieve the Pumhascr or the Seller orally of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim tar adjusmmnt must be asserted within thirty (30) days from the date the change or termination is ordered. K. COMPLIANCE WITH LAW. The Seller nvrrans that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the goods are subject. The Seller shall execute and deliver such documents as may be required to effect orevidence compliance. All laws and regulations required to be incorporated in agreemenrs of this character arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser hamiless from all Coss and damages suffered by the Purchaser as a result ofthe St [lots failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior written consent ofthe other party. 10. TITLE. The Seller warrant, full, clear and unrestricted tide to the Purchaser for all equipment, materials, and items furnished in performance of [his agreement, free and clear of any and all liens restrictions, reservations, security intctest encumbrances and claims ofothers. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the Purchaser rand the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser may cause the work to be perforated by the most expeditious means available to it, acid the Seller shall pay all costs associated with such work. The Seller still[] release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the performance of such work. This release shall apply even in the event of fault of negligence of the parry released and shall extend to the dimeton, officers and employees of such puny. The Sellers contractual obligations, including womanly, shall not be deemed to be reduced, in any way, because such work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material orpmcess covered by ]ona, patent, trademark or copyright, the Scllcr shall indemnify and save Iwrndess the Purchaser from any and all claims fur infringement by tonsure of the use of such patented design, device, material or process in connection with the contract, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason of such infringement at any tine during the prosecution or alter the completion ofthe work. In ease said equipment, or any pun thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment or part is enjoined, the Seller shall, at its own expense and at is option, either procure for the Purchaser the right to continue using said equipment or parts, replace the same with substantially equal but nonintiinging equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may fanhwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions ofters used in the interpretation ofthe agreement and the rights ofull panics hereunder shall be construed under and governed by the laws ofthe State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including floc services of Scllcrs Representiamts). on the premises ofothers. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sellers own risk until the same is fully completed and accepted, and shall, in case of any accident, destruction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Scllcrs own expense and to the satisfaction of the Purchaser. When materials and equipment are famished by others for imullation or erection by the Seller, the Seller shall receive, unload, store and handle same at the silo and become rcspomib]c therefor as though such materials and/or equipment were being furnished by the Seller under the order. 19, INSURANCE. "fhc Seiler shall, or his own expense, pmvide for the payment of workers compensation, including occupational disease benefits, to its employees employed on or in connection with the work covered by this purchase order, and/or to their dependents in accordance with the laws of the state in which the work is to be done. The Seller shall also tarty comprehensive general liability including, but not limited to, co ltmctuul and automobile public liability insurance with bodily injury and death limns of at ]cast S300,000 for any one pawn, S500,000 for any one accident and property damage limit per accident of $400,000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any ofthe Sellers or his contractors employees shall do any work upon the premises ofothes, the Seller shall furnish the Purchaser with a certificate that such comperomiun and insurance have been provided. Such eenificates shall specify the date whoa such compensation and insurance have been provided. Such cenificmes shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until after the entire work is completed and accepted. 19. PRO I'ECT'ION AGAINST ACCIDENT'S AND DAMAGES. The Seller hereby assumes the entire responsibility and liability far any and all damage, loss or injury ofany kind or nature whatsoever to persons or property caused by or resulting from the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers officers, agents and employees from and against any and all clinics, losses, damages, charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser may be pm or subject by reason of any act, action, neglect, omission or default on the pun of the Seller, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In ease any suit or other pmeeedings shall be brought against the Purchaser, or is officers, agents or employees at any rime on account or by reason of any act, action, neglect, omission or default of the Seller of any of his contractors or any of is or their officers, agents or employees as aforesaid, the Sol [or hereby agrees to assume the del case thereof and to defend the same at the Sellers own expose, to pay any and all Boss, charges, anomcys few and other expenses, any and all judgments that may be incumd by or obtained against the Purchaser or any of is or their officers, agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the property of the Purchaser, or said panics to or as a result m'such salts or other proceedings, the Seller will at once cause the same 1u be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, furnish and install all guards necessary for the prevention of accidents, comply with all laws and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all roles and regulations issued pursuant therclo. Revised 03/2010 Customer: FORT COLLINS, CITY OF BillTo: CITY OF FORT COLLINS POLICE DEPT P 0 BOX 580 FORT COLLINS, CO 80522-0580 Tax IDa: . Negotiated Contract : 072505800 Solution Install: CITY OF FORT COLLINS POLICE DEPT INVESTIGATIONS 2221 TIMBERLINE RD FORT COLLINS, CO 80525 xe rox,� ProductDescription Agreement Information TradeInformation Requeste Item Install D. - 1. W7545P (WC7545P PRINTER) - 3-hale Punch(fin-Ix) Lease Term: 48 months Xerox WC7345P S/N FKA614390 1/11/2012 - 1 Line Fax Purchase Option: FMV Trade -In as of Payment 53 - Office Finisher Lx - Hi Cap Tandem Tray - Customer Ed - Analyst Services 2. W7545P (WC7545P PRINTER) - 3-hole Punch(fin-lx) Lease Term: 48 months Xerox W7346P S/N LXW319842 1/11/2012 - 1 Line Fax Purchase Option: FMV Trade -In as of Payment 53 - Office Finisher Lx - Hi Cap Tandem Tray - Customer Ed - Analyst Services 3. W7545P (WC7545P PRINTER) - 3-hole Punch(fin-Ix) Lease Term: 48 months Xerox WCP245 S/N UTV181400 1/11/2012 - 1 Line Fax Purchase Option: FMV Trade -In as of Payment 54 - Office Finisher Lx . Hi Cap Tandem Tray - Customer Ed - Analyst Services Customer acknowledges receipt of the terms of this agreement which consists of 3 pages including this face page. Signer: C ; Y b �� 6L e: (970)221-6541 Thank You for your business! This Agreement is proudly presented by Xerox and Tim Mong (970)204.6927 For information on your Xerox Account, go to www.xerox.com/AccountMana,gement - SA TAL GUARANTEE i 16:12:05 Confidential - Copyright© 2008 XEROX CORPORATION. All rights reserved. Page 1 of 3 4. W7545P (WC7545P PRINTER) 3-hole Punch(fin-Ix) 1 Line Fax Office Finisher Lx Hi Cap Tandem Tray Customer Ed Analyst Services xe rox,� Lease Term: 48 months Xerox WC7132P S/N AYX990546 1/11/2012 Purchase Option: FMV Trade -In as of Payment 54 Monthly Pricing Item Lease Maintenance Print Charges — — Maintenance Plan Features 1. W7545P Minimum Pa $261.84 Minimum Payment Included Meter 1: Meter 1 Volume Band All Prints Per Print gat, $0.0051 - Consumable Supplies Included for all prints All Prints $0.0496 Prcing Fixed for Term 2. W7545P $261.84 Included t2e All Prints $0.0051 - Consumable Supplies Included for all prints All Prints $0.0496 - Pricing Fixed for Term 3. W7545P $247.44 Included 1: Meter 1 All Prints $0.0051 - Consumable Supplies Included for all prints 2: Meter 2 All Prints $0.0496 - Pricing Fixed for Term 4. W7545P $244.20 Included 1: Meter 1 All Prints $0,0051 - Consumable Supplies Included for all prints 2: Meter 2 All Prints $0.0496 - Pricing Fixed for Term Total $1,015.32 $0.00 Minimum Payments (Excluding Applicable Taxes) Terris and Condllions INTRODUCTION: 1. NEGOTIATED CONTRACT. The Products are subject solely to the terms in the Negotiated Contract identified on the face of this Agreement, and, for any option you have selected that is not addressed in the Negotiated Contract, the then -current standard Xerox terms for such option. PRICING PLANIOFFERING SELECTED: 2. FIXED PRICING. If "Pricing Fixed for Term" is identified in Maintenance Plan Features, the maintenance component of the Minimum Payment and Print Charges will not increase during the initial Term of this Agreement. 3. REFINANCE The "Amount Refinanced' is included in the amount financed under this Agreement. If the Amount Refinanced is under an agreement with a third party, you acknowledge you have the right to terminate the agreement and you will provide Xerox with a statement from the third party identifying the equipment at issue, the amount to be paid off and the payee's name and mailing address. If the Amount xe rox,� Refinanced is under an agreement with Xerox, the refinancing will render your prior agreement null and void. If you breach any of your obligations under this Agreement, the full Amount Refinanced will be immediately due and payable. GENERAL TERMS & CONDITIONS: 4. REMOTE SERVICES. Certain models of Equipment are supported and serviced using data that is automatically collected by Xerox from the Equipment via electronic transmission from the Equipment to a secure off -site location. Examples of automatically transmitted data include product registration, meter read, supply level, Equipment configuration and settings, software version, and problem/fault code data All such data shall be transmitted in a secure manner specified by Xerox. The automatic data transmission capability will not allow Xerox to read, view or download the content of any Customer documents residing on or passing through the Equipment or Customer's information management systems. R79678 10152011 16:12:05 Confidential - Copyright® 2008 XEROX CORPORATION. All rights reserved. Page 3 of This page intentionally left blank Customer: FORT COLLINS, CITY OF Billro: CITY OF FORT COLLINS POLICE DEPT P 0 BOX 580 FORT COLLINS, CO 80522-0580 TaxID#:. 1. MOBLPRNT (MOBILE PRNT SW&1 MFP) - Moble Pmt Single License Mfps Qty:3 - Analyst Services Install: CITY OF FORT COLLINS POLICE DEPT INVESTIGATIONS 2221 TIMBERLINE RD FORT COLLINS, CO 80525 Lease Term: Purchase Option: xe rox, 48 months 1/11/2012 FMV Customer acknowledges receipt of the terms or this agreement /' which consists of4 pages Including this face page. p�V Thank You for your business! This Agreement is proudly presented by Xerox and Signed zi`z r c�:�C,ch Phone: (970)221-6541 Tim Mong (970)our j4wrl � //��/// Signatur `j44` For information on your Xerox Account, go to Xerox . ate: ` wwwxerox.com/AccounlManagement Lease Agreement Terms and Conditions INTRODUCTION: 1. TOTAL SATISFACTION GUARANTEE. It you are not totally satisfied with any Xerox -brand Equipment delivered under this Agreement, Xerox will, at your request, replace it without charge with an identical model or, at Xerox's option, with Xerox Equipment with comparable features and capabilities. This Guarantee applies only to Xerox -brand Equipment that has been continuously maintained by Xerox under this Agreement or a Xerox maintenance agreement. For 'Previously Installed" Equipment, this Guarantee will be effective for 1 year after installation. For all other Equipment, this Guarantee will be effective for 3 years after installation unless the Equipment is being financed under this Agreement for more than 3 years, in which event it will expire at the end of the initial Tern of this Agreement. SOLUTION/SERVICES: 2. PRODUCTS. "Products" means the equipment ("Equipment"), Software and supplies identified in this Agreement. You agree the Products are for your business use (not resale) in the United States and its territories and possessions ("U.S.") and will not be used for personal, household or family purposes. 3. CARTRIDGES. If Xerox is providing Maintenance 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 U.S. 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 or reprocessed components. To enhance print quality. 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. 4. MAINTENANCE SERVICES. Except for Equipment identified as "No Svc.", Xerox (or a designated servicer) will keep the Equipment in good working order ("Maintenance Services"). Maintenance Services will be provided during Xerox's standard working hours in areas open for repair service for the Equipment. Maintenance Services excludes repairs due to: (i) misuse, neglect or abuse; (ii) failure of the installation site or the PC or workstation used with the Equipment to comply with Xerox's published specifications; (iii) use of options, accessories or products not serviced by Xerox; (iv) non -Xerox alterations, relocation, service or supplies; or (v) failure to perform operator maintenance procedures identified in operator manuals. Replacement parts may be new, reprocessed or recovered and all replaced parts become Xerox's property. Xerox will, as your exclusive remedy for Xerox's failure to provide Maintenance Services, replace the Equipment with an identical model or, at Xerox's option, another model with comparable features and capabilities. There will be no additional charge for the replacement Equipment during the remainder of the initial Term. If meter reads are a component of your Maintenance Plan, you will provide them using the method and frequency identified by Xerox. If you do not provide a meter reading, Xerox may estimate the reading and bill you accordingly. 5. EQUIPMENT STATUS. Unless you are acquiring 'Previously Installed" Equipment, Equipment will be (1)'Newly Manufactured", which may contain some reconditioned components; (2) "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 new and reconditioned components; or (3) "Remanufactured", which has been factory produced following disassembly to a Xerox predetermined standard and contains new and reconditioned components. 6. SOFTWARE LICENSE. Xerox grants you a non-exclusive, non -transferable license to use in the U.S.: (a) software and accompanying documentation provided with Xerox - brand Equipment ("Base Software) only with the Xerox -brand Equipment with which it was delivered; and (b) software and accompanying documentation identified in this Agreement as "Application Software" only on any single unit of equipment for as long as you are current in the payment of all applicable software license fees. "Base Software" and "Application Software" are referred to collectively as "Software". You have no other rights and may not: (1) distribute, copy, modify, create derivatives of, decompile, or reverse engineer Software; (2) activate Software delivered with the Equipment in an inactivated state; or (3) allow others to engage in same. Title to, and all intellectual property rights in, Software will reside solely with Xerox and/or its licensors (who will be considered third -party beneficiaries of this Section). Software may contain code capable of automatically disabling the Equipment. Disabling code may be activated if: (x) Xerox is denied access to periodically reset such code; (y) you xe rox,� are notified of a default under this Agreement; or (z) your license is terminated or expires. The Base Software license will terminate; (i) if you no longer use or possess the Equipment; (ii) you are a lessor of the Equipment and your first lessee no longer uses or possesses it; or (iii) upon the expiration or termination of this Agreement, unless you have exercised your option to purchase the equipment. Neither Xerox nor its licensors warrant that Software will be free from errors or that its operation will be uninterrupted. The foregoing terms do not apply to Diagnostic Software or to software/documentation accompanied by a clickwrap or shrinkwrap license agreement or otherwise made subject to a separate license agreement. 7. SOFTWARE SUPPORT. Xerox (or a designated servicer) will provide the software support set forth below ("Software Support"). For Base Software, Software Support will be provided during the initial Term and any renewal period but in no event longer than 5 years after Xerox stops taking customer orders for the subject model of Equipment. For Application Software, Software Support will be provided as long as you are current in the payment of all applicable software license and support fees. Xerox will maintain a web -based or toll -free hotline during Xerox's standard working hours to report Software problems and answer Software -related questions. Xerox, either directly or with its vendors, will make reasonable efforts to: (a) assure that Software performs in material conformity with its user documentation; (b) provide available workarounds or patches to resolve Software performance problems; and (c) resolve coding errors for (i) the current Release and (I) the previous Release for a period of 6 months after the current Release is made available to you. Xerox will not be required to provide Software Support if you have modified the Software. New releases of Software that primarily incorporate compliance updates and coding error fixes are designated as "Maintenance Releases" or "Updates". Maintenance Releases or Updates that Xerox may make available will be provided at no charge and must be implemented within six months. New releases of Software that include new content or functionality ("Feature Releases") will be subject to additional license fees at Xerox's then -current pricing. Maintenance Releases, Updates and Feature Releases are collectively referred to as "Releases". Each Release will be considered Software governed by the Software License and Software Support provisions of this Agreement (unless otherwise noted). Implementation of a Release may require you to procure, at your expense, additional hardware and/or software from Xerox or another entity. Upon installation of a Release, you will return or destroy all prior Releases. 8. DIAGNOSTIC SOFTWARE. Software used to evaluate or maintain the Equipment ("Diagnostic Software") is included with the Equipment. Diagnostic Software is a valuable trade secret of Xerox. Title to Diagnostic Software will remain with Xerox or its licensors. Xerox does not grant you any right to use Diagnostic Software, and you will not access, use, reproduce, distribute or disclose Diagnostic Software for any purpose (or allow third parties to do so). You will allow Xerox reasonable access to the Equipment to remove or disable Diagnostic Software if you are no longer receiving Maintenance Services from Xerox, provided that any on -site access to your facility will be during your normal business hours PRICING PLAN/OFFERING SELECTED: 9. COMMENCEMENT & TERM. This Agreement is valid when accepted by Xerox. The Tenn for each unit of Equipment will commence upon: (i) the delivery of customer - installable Equipment; or Ili) the installation of Xerox -installable Equipment ("Commencement Date") and will continue for the number of full calendar months shown as "Lease Term" on the face of this Agreement. Any partial month in the Term will be billed on a pro rate basis, based on a 30 day month. Unless either party provides notice of termination at least thirty days before the expiration of the initial Term, it will renew automatically on a month -to -month basis on the same terms and conditions. During this renewal period, either party may terminate the Equipment upon at least 30 days notice. Upon termination, you will make the Products available for removal by Xerox. At the time of removal, the Equipment will be in the same condition as when delivered (reasonable wear and tear excepted). 10. SEPARATELY BILLED MAINTENANCE. If a Minimum Payment is included in Maintenance Plan Features for an item of Equipment, the Minimum Payment for Maintenance Services will be billed separately. 11. PAYMENT. Payment must be received by Xerox within 30 days after the invoice date. Restrictive covenants on payment instruments will not reduce your obligations. 12. OTHER CHARGES. You will pay a one-time documentation fee of $75 for this Agreement. If a payment is not received by Xerox within 10 days after the due date, Xerox may charge, and you will pay, a late charge of 5% of the amount due or $25, whichever is greater. 13. PRICE INCREASES. Xerox may annually increase the maintenance component of 1 16:12:06 Confidential - Copyrigi 2008 XEROX CORPORATION. All rights reserved. Page 2 of 4