Loading...
HomeMy WebLinkAbout113589 XEROX CORPORATION - CONTRACT - PURCHASE ORDER - 9130297Customer: FORT COLLINS, CITY OF Biro: CITY OF FORT COLLINS POLICE DEPT - P 0 BOX 580 FORT COLLINS, CO 80522-0580 Tax [DO:. Negotiated Contract :0725057DO —Sol Instal: CITY OF FORT COLLINS POLICE DEPT ATTN WANDA SOARES 2221 TIMBERLINE RD FORT COLLINS. CO 80521 j?O.9/30297 6P xe rox'"9 c ameradnowieages receipt ar me tamsdihis agreemed Thank You for your business'-O whkhmmnts d 7 page quoing Ws face page. This Agreement is proudly presented by Xerox and Signer�r.�,� Tim Mong • A D)P.FL?O RJ N NG & R/$K YY1GT, (970)2D4-M7 lg��dCrtO�fE 5! Z 1 For klformation on your Xerox Account, go to SignaWre: Date: w .xerox.comlAccourdManaaement xerox Solution (Coned) Product.o Item 5. W7835PT (W7835PT TANDEM) Agreement Informationr quested Install Date - 3-hole Punch(fin4x) Lease Term: 60 months - Xerox WC7435P SIN PBB001638 5/15/2013 - Office Finisher Lx Purchase Option: FMV , Trade -In as of Payment 46 - Customer Ed -Analyst Services 6. W7835PT (W7835PT TANDEM - 3-hole Punch(fin-tx) Lease Term: 60 months - Xerox WC7425P SIN PBB002974 5115/2013 -1 Line Fax Purchase Option: FMV Trade -In as of Payment 43 - Office Finisher Lx - Customer Ed - Analyst Services FMonthly Pricing 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 Iherncunem standard Xerox terms for such option. PRICING PUU110FFERING SELECTED: 2. FIXED PRICING. If 'Pricing Fixed for Term' is identified in Maintenance Plan Features, the maintenance component of the Minimum Payment and Prim Charges wid not increase during the initial Term of this Agreement 3. REFINANCE. The'Annount Refinanced" is included in the amount financed under this Agreement. II the Amount Refinanced is under an agreement with a third parry, 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 xerox Refinanced is under an agreement with Xerox, the refinancing will render your prior agreement null and wid. 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 problengault 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 dowmoad Me content of any Customer documents resid'mg on or passing through the Equipment or Customer's information management systems. This page intentionally left blank Customer: FORT COLLINS, CITY OF Burro: CITY OF FORT COLLINS POLICE DEPT P 0 BOX 580 FORT COLLINS, CO 80522-0580 Install: CITY OF FORT COLLINS POLICE DEPT ATTN WANDA SCARES 2221 TIMBERLINE RD FORT COLLINS, CO 80521 Tax IDV G �p �9/3�297 -----------P.toduct Description— Agreement Information— Instan— Item 1r ate 1. MOBLPRNT2 MBLIE PRNT 2.511MFP) - Moble Pmt Single License Mips Qty:6 Lease Term: 60 months FW92 113 - Analyst Services Purchase Option: FMV xerox cu rrer acknwne0Ires recc+ptd he terms al this agecmera Thank VW for your business! rTEhm lists oll page- tling tNs face page. j 1 This Agreement is proudly preserved by Xerox andJ;!MZ7TE6 Signe: �GE Phone: �%%G 22/-6 5 TimMongD1tY>(970)2P1.6927 For information on your Xerox Account, go to Signawre: Date: vmw.xerox.comlAccountManaaement INTRODUCTION: 1. TOTAL SATISFACTION GUARANTEE. If you are not totally satisfied with any Xerox -brand Equipment delivered under this Agreement. Xerox wig. 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 a 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 (rented under this Agreement for more than 3 years, in which event 0 will expire at the end of the initial Term of tons Agreement. 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.1 and wig net be used fa personal, household or family purposes. 3. CARTRIDGES. ff Xerox is providing Maintenance Services for Equipment utilizing cartridges designated by Xerox as customer replaceable units, including copy/prim cadddges and xerographic nodules or fuser modules CCamidgesl, you agree to use only unmodified Cartridges purchased directly from Xerox or its authorized reselters in the U.S. Cartridges packed with Equipment and replacement Cartridges may be new. remanufactured or reprocessed. Remanufaaured and reprocessed Cartidges meet Xerox's new Cartridge performance standards and contain new or reprocessed components. To enhance prim quality, Camidge(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 for a de-4nated servicer) will keep the Equipment In good working cider rMaimenarxe Serviced. Maintenance Services wig be provided during Xerox's standard working hours in areas open for repair service for the Equipment. Maintenance Services excludes repairs due to: @ misuse, neglect or abuse: (x) failure of the installation site or the PC or workstation used with the Equipment to comply with Xerox's published specifications; m use of options, accessories or products not serviced by Xerox; (w) non -Xerox alterations, relocation, service or supplies: or (v) failure to perform operator mainenance procedures identified in operator manuals. Replacement parts may be new, reprocessed or recovered and all replaced pans become Xerox's properly. Xerox will, as your exclusive remedy for Xerox's failure to provide Maintenance Services, replace the Equipment with an identical model or, at Xeroli 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 the Product Description includes'OS2', each pint made on such Equipment that is larger than 145 square inches (e.g., 11 x 17 = 187 square inches) may register as 2 prints on the meter. 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. S. 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 pedetemtined standard, and contains new and mcorxitioned components; or (3) 'Remanufactured", which has been factory produced following disassembly to a Xerox predelemiined standard and contains new and reconditioned components. 6. SOFTWARE LICENSE. Xerox grams 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 ne 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 xerox may contain code capable of automatically disabling the Equipment. Disabling code may be activated f: (x) Xerox is denied access to periodically reset Such code; (y) you are notified of a default under this Agreement or (z) your license is terminated or expires. The Base Software license will terminate; @ I you no longer use or possess the Equipmem; Qi) you are a lessor of the Equipment and your first lessee no longer uses or possesses it; or gii) 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 mom or that its operation wig be uninterrupted. The foregoing terms do not apply to Diagnostic Software or to soltwarefdcimmontation accompanied by a cackwiap a shrinkwrap license agreement or otherwise made subject to a separate license agreement. 7. SOFTWARE SUPPORT. Xerox (or a designated servicer) wig provide the software support set forth below (Software Support7. For Base Software, Software Support will be provided during the initial Term and any renewal period but in na 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 win maintain a web -based a tog -free hotline during Xerox's standard wonting 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; (r) provide available workerouds or patches to resolve Software performance problems; and (c) reserve coding errors for ® the cumem Release and (it) 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 it 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 functionally (feature Releases] will be subject to additional license fees at Xerox's then-currem pricing. Maintenance Releases. Updates and Feature Releases are collectively referred to as 'Releases". Each Release wig be considered Software govemed 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 andfor software from Xerox or another entity. Upon installation of a Release, you wit 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 win no access, use, reproduce. distribute or disclose Diagnostic Software la any purpose (err allow third parties to do so). You will allow Xerox reasonable access to the Equipment to remove or disable Diagnostic Software g you are no longer receiving Maimenance Services from Xerox, provided that any omsice access to you facility will be during your normal business hours PRICING PLANA)FFERING SELECTED: 9. COMMENCEMENT A TERM. This Agreement is valid when accepted by Xerox. The Term for each unit of Equipment will commence upon: (g tbe delivery of customer. installable Equipment; or (n) the installation of Xerox -installable Equipment ('Commencement Datel and will continue for the number of full calendar monks shown as 'Lease Term" on the face of this Agreement. Any partial month in the Term will be billed on a pro rata basis, based an 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 an a month -to -month basis on the same terms and conditions. During INS renewal period, either parry 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 condibon as when delivered (reasonable wear and tear excepted). 10. PAYMENT. Payment must be received by Xerox within 30 days after the invoice dale. Restrictive covenants on payment Instruments will not reduce your obligations. 11. OTHER CHARGES. You will pay a one-time documentation fee of $100 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 12. PRICE INCREASES. Xerox may annually increase the maintenance component of the Minimum Payment and Print Charges. For Application Software, Xerox may, annually increase the software license or support fees. 13. DELIVERY, REMOVAL 8 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 v10 be at your expense. 14. TAXES. You will be responsible for all applicable lazes, 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 rot Include personal property taxes in jurisdictions where Xerox is requited to pay personal property taxes. and taxes on Xerox's income. This Agreement is a lease for at 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. 15. PURCHASE OPTION. If not in default you may purchase the Equipment -AS IS, WHERE IS' and WITHOUT ANY WARRANTY 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), likes all applicable Taxes. 16, DEFAULT 6 REMEDIES. You wit] be in default under tits 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 defauh, 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 (it) ati applicable Taxes. You will pay all reasonable costs, incuding anon fees, incurred by Xerox to enforce Us Agreement. I 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. 17. 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 8 CONDITIONS: 18. 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. 19. REPRESENTATIONS. The individuals signing this Agreement are duty authorized to do so and at financial information you provide completely and accurately represents your financial condition. 20. LIMITATION OF LIABILITY. Except for liability under the indemnification obligations set fond 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 arislrg out of or relating to this Agreement whether the daim alleges lerlious conduct (including negligence) w any other legal theory. Any action you lake against Xerox must be commenced within 2 years after the event that mused 4. 21. CREDIT REPORTS. You authorize Xerox or is agent to obtain credit reports from commercial credit reporting agencies. 22. FORCE MAJEURE. Xerox will not be table to you during any period in which its performance is delayed or prevented, in whole or in part by a circumstance beyond its reasonable control. Xerox will nodly you it such a circumstance occurs. xerox 23. 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 6 you relocate your principal place of business or change the name of your business. 24. WARRANTY DISCLAIMER XEROX DISCLAIMS THE IMPLIED WARRANTIES OF NON -INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, This Agreement is a Tmance lease under Ankle 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. 25. INTELLECTUAL PROPERTY INDEMNITY. Xerox will defend, and pay any seNemem agreed to by Xerox or any final judgment far, any claim that a Xerox -brand Product infringes a third pangs U.S. intellectual property rights. You will promptly notify Xerox of any alleged infringement and permit Xerox to Bred the defense. Xerox is not responsible far any non -Xerox litigation expenses or settlements unless n pre-approxim tcem in writing. To avoid infringement Xerox may modify or substtute.an equivalent Xerox -brand Product, refund the price paid for the Xerox -brand Product (less the reasonable rental value for the period it was avaaable 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. 26. TITLE 8 RISK OF LOSS. Until you exercise your Purchase Option: (a) Isle to Equipment will remain with Xerox; (b) Equipment will remain personal properly; (c) you will not attach the Equipment as a fodure to any real estate; (it) you sod net pledge, sub. lease or pan with possession of it, or file or permit to be filed any Gen against 0; and, (e) 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. 27. ASSIGNMENT. Except for assignment by Xerox to a parent, subsidiary or affiliate of Xerox, or to securnize this Agreement as part of a financing transacdon ('PermMed 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 PenrAed 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 wd! have all of the rights but none of the obligations of Xerox hereunder; (c) you will continue to look to Xemx for performance of Xerox's obligations, including the provision of Maintenance Services; (it) you waive and release the assignee from any claim relating to or arising from the performance of Xerox's obligations hereunder; (e) you shall not assert any defense, counterclaim or setoff you may have against an assignee; and (Q you will remit payments in accordance with instructions of it asshynee. Coop" — 28. MISCELLANEOUS. Notices must be in writing d will be deemed given 5 days after mailing, or 2 days after sending by nationally ized overnight courier. Notices will be sent to you at the "Bill to' address identified n this Agreement and to Xerox at the inquiry address set forth on your most recent i ice, or to such other address as either party may designate by written notice. Y authorize Xerox or its agents to communicate with you by any electronic mean (including cellular phone, email, automatic dialing and recorded messages) using a y phone number (including cellular) or electronic address you provide to Xerox. Thi Agreement constitutes the entire agreement as to its subject matter, supersedes a prior oral and written agreements, and will be governed by the laws of the State ofWerr4wk (without regard to conflict -of - law principles). In any when to enforce this Agreement, the parties agree (a) to the jurisdiction and venue of the federal and slate courts iMbmte County, New•Yark, and (b) to waive their right to a jury vial. If a court fin s any term of this Agreement unenforceable, the remaining lens will remain in e . The failure by either parry to exercise any right or remedy will not constitute a w of such right or remedy. Each Perry may retain a reproduction (e.g., electronic i age, photocopy, facsimile) of this Agreement which will be adtmssdtle in any action enforce ill. but only the Agreement held by Xerox will be considered an original. Xe x may accept this Agreement either by signature or by commencing performance. C nges w this Agreement must be in writing and signed by both parties. Any terms on our or, documents will be of no force or effect. The following four sentences ontrol over every other pan of this Agreement. Both parties will comply with appl able laws. Xerox will not charge or collect any amounts in excess of those allow d by applicable law. Any pan of this Agreement that would, but for the last four sent ces of this Section, be read under any circumstances to allow for a charge higher than t 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. 29. REMOTE SERVICES. Certain models of Equipment are supposed and serviced using data that is automatically collected by Xerox from the Equipment via electronic xerox AID 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 pmblemflaut 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.