Loading...
R-79-198 - 4/12/1979XEROX XEROX EQUIPMENT PURCHASE AGREEMENT COP1 ERS /DUPLICATORS /ACCESSORI ES Effective October 1, 1978 Customer Name City of Round Rock Installation Address 214 East Main, Round Rock. Texas 78664 Billing Address 214 East Main Round Rock Texas 78664 Customer's Purchase Order Number Equipment Description Xerox 4500 (include serial number and meter read as verified by Xerox if equipment in place) Equipment Type* ❑ New {E] Remanufactured ❑ Reconditioned ❑ In Place Equipment List Purchase Price ❑ Less Option to Purchase Credit or ❑ Less Trade -In Allowance Net Equipment Purchase Price $14,250.00 - 0- - 0- $14,250.00 For Information Purposes only. This portion is not an order. Equipment Service: Supplies: IX Xerox Full Service Maintenance ❑ Xerox Initial Supply Order ❑ Xerox Time and Materials Service ❑ Xerox Annual Supplies Purchase Plan ❑ Other (please specify) ❑ Xerox Mill Direct Paper Plan ❑ Xerox Pre - Scheduled Delivery Plan NA Other Customer agrees to purchase, and Xerox agrees to sell and deliver, the Xerox Equipment described above ( "the Equipment ") in accordance with the terms, conditions and prices set forth on the reverse side and in the Xerox Commercial Sale Price List for Copiers /Duplicators /Accessories ( "the Price List ") in effect on the date the Agreement is accepted by Xerox unless Customer requests late delivery as defined on the reverse side hereof. This Agreement shall become effective and shall remain in full force and effect upon acceptance by Xerox. In the event that Customer fails to accept delivery of the Equipment in accordance with this Agreement or otherwise re- pudiates the Agreement, Xerox shall have the right to exercise its claim for damages pursuant to the Uniform Commercial Code. 'See Equipment Definitions on Page 2 of this Agreement. APR 17 RECro TERMS AND CONDITIONS 1. EQUIPMENT DEFINITIONS The Equipment furnished under this Agreement will be new, remanufactured, reconditioned or the Equipment already installed on a rental basis, as in- dicated on the previous page. New Equipment means Equipment which has been newly manufactured in a Xerox plant, but which may contain some components that are not new. Remanufactured Equipment means Equipment which has been subject to the following factory processes at a Xerox plant: (1) dissassembly to a predetermined standard established by Xerox Corporation for each model, (2) cleaning, (3) refinishing, (4) inspection and testing to new machine test standards, (5) replacement of detective components with new, remanufactured, or used componenets, and (8) installation of all retrofits designated by Xerox as field mandatory as of the date of machine installation. Components which are not new are those which in Xerox' technical experience will not affect machine performance. The Purchase Warranty for Xerox remanufactured Equipment is identical to Xerox' new Equipment Purchase Warranty. In addition, Xerox remanufactured Equipment is eligible for the same Full Service Maintenance Agreement as new Equipment. Reconditioned Equipment means Equipment which has been subject to the following processes at a Xerox plant: (1) cleaning, (2) inspection, (3) replacement of defective components with new, remanufactured, or used components, (4) installation of all retrofits designated by Xerox as field mandatory as of the date of machine installation, and (5) operational testing. All reconditioned Equipment is functionally tested in order to ensure that it Is in excellent working order. The Purchase Warranty for Xerox reconditioned Equipment is identical to the warranty for new Equipment. In Place Equipment means Equipment already installed on the Customer's premises on a rental basis at the time of execution of this agreement. 2. PAYMENTS Contingent upon review and approval of the Xerox Credit Department, Customer will have up to thirty (30) days from the date of invoice in which to make payment unless Equipment is purchased as In Place, in which case payment terms are Payable Upon Receipt of invoice. Customer agrees that Xerox may conduct a credit investigation, including the preparation of a credit investigative report, of Customer. Customer shall not be invoiced for any unit of new, remanufactured or reconditioned Equipment prior to the "Equipment Installation Date" of that unit of Equipment as defined in Paragraph 5. In the case of multiple unit purchases, each installation shall be separately invoiced and paid as billed without regard to subsequent deliveries. 3. TRANSPORTATION, PLACEMENT AND RIGGING CHARGES Equipment transportation in, placement and any special rigging charges will be paid by the Customer. The charges are applicable to machines and accessories. 4. DELIVERY Customer shall accept delivery of new, remanufactured or reconditioned Equipment at the installation address indicated on the previous page in accordance with the delivery schedule quoted by Xerox and in no event later than fifteen (15) days after notification by that Xerox branch that the Equipment is available for delivery. In the case of multiple unit purchases, Xerox shall have the right to make separate deliveries. Xerox shall deliver the Equipment within 120 days of acceptance of this Agreement, provided that if Xerox fails to make timely delivery of any individual installation of Equipment, the Customer may treat this Agreement as breached as to such individual installation only. If at the time of execution of this Agreement, Customer requests delivery more than thirty (30) days later than the delivery date quoted by Xerox, the Equipment Purchase Price shall be Xerox' Equipment price in effect at the time of actual delivery. 5. INSTALLATION Xerox shall install the new, remanufactured or reconditioned Equipment at the installation address indicated on the previous page unless (1) Customer has not made available at that address a suitable place of installation, as specified by Xerox, with electrical service in accordance with UL requirements and the Price List; (2) Customer requests delivery of the Equipment without installation, or (3) if the Equipment is to be delivered to a location where Xerox service is not available to Xerox' rental Customers for that product. The "Equipment Installation Date" is the date on which the Equipment is determined by Xerox to be operating satisfactorily at the installation address, except that in the situations described in subparagraphs (1), (2) and (3) above the "Equipment Installation Date" shall be the date of delivery. 6. TITLE Title and risk of loss shall pass to Customer on the "Equipment Installation Date ", except for Equipment already in place on a rental basis where title shall pass to Customer (and rental will terminate) on the date this Agreement is accepted by Xerox. Customer will not be billed for any Rental copy usage for the period between receipt of this Agreement by Xerox and acceptance by Xerox. 7. SECURITY INTEREST Xerox reserves and Customer grants to Xerox a purchase money security interest in the Equipment as well as any product and proceeds for the purpose of securing the balance of the purchase price due hereunder and all other promises and obligations of Customer to Xerox arising under this Agreement. If Customer fails to pay the purchase price of the Equipment when due or defaults in the performance of any other promise or obligation under this Agreement, Xerox shall have all of the rights and remedies of a secured party upon default under the Uniform Commerical Code. The fore - going is without limitation to or waiver of any other rights or remedies of Xerox according to law. It is agreed that fifteen (15) days shall constitute reasonable notice for the exercise of any right in the event that applicable law requires such notice. When all of the Customer's promises and obligations have been fully paid and satisfied, Xerox' security interest shall terminate. 8. WARRANTY Xerox warrants that new, remanufactured and reconditioned Equipment will be free of defects in material and workmanship for a period of ninty (90) days after the "Equipment Installation Date ". During the warranty period, Xerox wit install the Equipment and keep it in good working order, and will make without additional charges at necessary adjustments, repairs and parts replacements (including drums and brushes). Service pursuant to the above warranties will be furnished by Xerox' service location nearest the installation address during Xerox' normal working hours. Service after these hours, or outside the scope of these warranties, shall be furnished at Xerox' rates then in effect, including travel time by Xerox technical representatives beyond thirty (30) miles from the Xerox service location nearest the installation address. Xerox shall not be required to make adjustments, repairs or parts replacements if the Equipment is placed in an area which violates Xerox' published space or environmental requirements, is improperly wired, moved, modified, damaged or altered or serviced by other than employees of Xerox or if the Equipment is installed in a location where Xerox service is not available to Xerox' rental Customers for that particular product including anywhere outside the Continental limits of the United States, Alaska, Puerto Rico, Hawaii or Guam. WITH RESPECT TO IN PLACE EQUIPMENT WHICH HAS BEEN SERVICED BY XEROX, THE CUSTOMER AGREES TO PURCHASE SUCH EQUIP- MENT ON AN 'AS IS' BASIS WITHOUT WARRANTY. THE FOREGOING WARRANTIES ARE EXCLUSIVE REMEDIES AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, IN- CLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. XEROX' LIABILITY SHALL E LIMITED TO REPAIRING OR REPLACING THE EQUIPMENT. XEROX WILL NOT BE RESPONSIBLE FOR CONSE- QUENTIAL OR INCIDENTAL DAMAGES. 9. FORCE MAJEURE Xerox shall not be responsible for failure of performance of this Agreement due to causes beyond its control including, but not limited to, work stop- pages, fires, civil disobedience, riots, rebellions, acts of God, and similar occurances. 10. TRAINING Xerox will, at no additional charge, train in the operation of the Equipment, at its service location nearest Customer or its lessee, those key operators designated by Customer or its lessee prior to the initial installation of the Equipment. 11. TAXES Customer shall pay to Xerox all taxes, levied or based upon the purchase of the Equipment, including state and local sales and use taxes (notwith- standing their designation as excise, gross receipts or privilege taxes), exclusive, however, of taxes based on net income. In addition, any and all per- sonal property taxes assessable on the Equipment after the "Equipment Installation Date" shall be borne by Customer. In the event that Xerox shall pay any such taxes, Customer shall upon demand reimburse Xerox for such amounts. 12. PATENT INDEMNITY Xerox shall indemnify the Customer from all loss, damage, and liability which may be incurred on account of infringement of any U.S. patent relating to Equipment provided hereunder by Xerox, end Xerox shall, at its own expense, defend all claims, suits and actions against Customer in which such infringement is alleged, provided Xerox Is promptly notified of such claims, suits and actions in writing, and provided Xerox' indemnity shall not apply to any infringement arising from the use or sale of Equipment provided hereunder which has been modified by anyone other than Xerox or used in combination with other Equipment not provided hereunder by Xerox when such infringement would not have occurred but for the modification of Equipment provided hereunder or the combination of the Equipment hereunder with other Equipment not provided hereunder. 13. SERVICE MANUALS Xerox Service Manuals can be ordered upon request. Contact your local Xerox Branch Office for prices and ordering instructions. 14. GENERAL (a) Neither the benefits nor obligations of this Agreement are assignable by Customer without the prior written consent of Xerox. (b) This Agreement shall be governed by the laws of the State of New York as effective and in force on the date of the Agreement. (c) This Agreement, including the Price List, supersedes any and all prior written or oral agreements with reference to the purchase of the Equipment described herein; provided, however, that this Agreement may be modified by a Xerox Installment Purchase Agreement which is entered into at the same time as this Agreement and is incorporated herein. There are no covenants, conditions or agreements between the parties except as set forth in this Agreement. This contract may be amended only by a written instrument executed by both parties Id) This Agreement shall become effective only after execution by Xerox and Customer in the places provided below. It is expressly understood that no other form of acceptance, verbal or written, will be valid or binding. CUST ER SIGN{dTUX Title r ACCEPTED BY XEROX CORPORATION THIS 0 DAY OF 4:1 It L !i1W/I P.O. Number Title n / (9ff -- )vr'"f Date X 7 � (/ 19 Xerox Corporation Xerox Square Rochester, New York 14644 XEROX 60048 XEROX° is a trademark of XEROX CORPORATION. Printed in U.S.A. 10/78 Xerox Corporation 4101 McEwen P.O. Box 220300 Dallas, Texas 75222 214 366 -94000 April 27, 1979 XEROX City of Round Rock 214 E. Main Round Rock, Texas 78664 Dear Sir: This note will provide us with an additional opportunity to thank you for your recent order for Xerox equipment which you have elected to purchase under Xerox Corporation's Equipment Equity Plan. You may have already remitted your down payment and this will be credited against your account. As you will recall, monthly payments will be required to completely liquidate your outstanding balance. Your first payment will be due 30 days after Xerox acceptance of your contract. You will receive a monthly invoice which will be mailed approximately ten (10) days before your payment due date. The invoice will include the customary tear -off remittance stub which you should enclose with your payment. Your monthly payment should be mailed to the address shown in the remittance block on your monthly payment invoice. Any questions regarding your payments should be directed to the Xerox Equipment Equity Plan Manager at the address indicated in the inquiry block on your monthly payment invoice. You will also continue to receive invoices relating to Xerox Equipment service or maintenance agreements. We are enclosing your set of the executed agreements pertaining to this order which should be retained in your files. A copy of the amortization schedule relative to your installment payment transaction is also enclosed for your information. Again thank you for your order and if we can be of any assistance with respect to the Xerox Equipment Equity Plan, we ask that you do not hesitate to write or call. Sincerely yours, /4./.vg Karolyn Webb Equipment Finance Plan Manager wh /14/09 Enclosures PRICE The price for the Equipment is as follows: 1. List Price $ 14,2u1.09 2. Less Credits: a Rental Credit $ — 0 — b. Trade -in Allowance (Equipment ) $ —0— 3. Cash Sale Price (Line 1 less line 2 (a + b)) $ 14,250 An 4. Sales Tax (Calculate from line 3) $ — 0 - 5. Equipment Placement Charges $ 67.00 6 Total Cash Sale Price (line 3, +4, +5) $ 14 317.00 7. Cash Down Payment a. Down Payment (Minimum of 10% of Line 3) $ 1,495 00 b. Sales Tax (Same as line 4) $ — c. Equipment Placement Chgs. (Same as line 5) $ 67 00 d. Total Cash Down Payment $ 1.492.00 8. Cash Pnce (Principal) Balance (Line 6 less 7d) S 12.825.00 9 Interest S 2,776.80 10 Time Balance (Line 8+ 9) S 15.601.8n 11 Time Sale Price (Line 7d + 10) $ 17.093.80 NOTE: There are no additional charges due Xerox by Customer for Excise Taxes, Insurance Premiums, or Official Fees. Delivery circumstances may require an additional "rigging" charge which cannot be Included as of the date of this Agreement and which will be invoiced to Customer separately. PAYMENT Customer promises to pay the total cash down payment in full prior to or concurrent with the transfer of title of the first unit of Equipment purchased hereunder. The balance shall be due in R0 consecutive equal monthly installments of $ .- 260.03 which shall be due each month on the same day as the title transfer date of the final unit purchased hereunder, it being understood such payments shall commence on the calendar month following the month in which such final transfer of title is made. If the title transfer date falls on the last day of a month, monthly installments shall be due on the last day of each succeeding month. In the event any installment is not paid when due, Customer agrees to pay a late charge, where permitted, of 1% per month of the unpaid installment until paid or the maximum late charge otherwise permitted by applicable law after the expiration of any required grace period. SECURITY INTEREST Xerox reserves and Customer grants to Xerox a purchase money security interest in the Equipment and any and all replacements, substitutions, and repairs thereto, as well as any products and proceeds of the foregoing for the purpose of securing the balance of the time sale price due hereunder and all other promises and obligations of Customer to Xerox arising under this Agreement. Customer agrees to sign and execute at any time alone or with Xerox any financing statements or other documents which Xerox deems reasonably necessary to protect and con- tinue Xerox' security interest under this Agreement. Xerox is also granted an irrevocable power of attorney to execute such financing statements or other documents on Customer's behalf. Customer shall prevent and hold Xerox harmless against the assertions of interests or claims by third parties When all of Customer's promises and obligations have been fully paid and satisfied, Xerox' security interest shall terminate. TITLE Title and ownership of the Equipment and any and all replacements, substitutions and repairs thereto, shall pass to Customer upon installation. For equipment already in place on a rental basis, which is not exchanged at Xerox' option, title will pass to Customer (and rental will terminate) on the date of acceptance by Xerox of this Agreement. The Equipment shall remain personal property and shall not become real property. Customer will not suffer or permit any lien or encumbrance of any kind against the Equipment and will pay when due all assessments, taxes, franchise fees, levies or other governmental charges against the Equipment or its use. INSURANCE From the time the Equipment is delivered until this Agreement is terminated, Customer shall procure and maintain with an insurance carrier acceptable to Xerox, fire, theft and extended coverage insurance on the Equipment, insuring the full insurable value against risk of loss or damage, and providing for a minimum of 10 days written notice of change or cancellation to Xerox Such policy of insurance shall be endorsed with a standard mortgage or security interest clause for the benefit of Xerox and shall name Xerox and assigns as primary insureds as their interest may appear. Customer shall provide Xerox with certificates of the insurance carrier or carriers, evidencing such insurance coverage. This agreement does not provide for or require insurance coverage for bodily injury and property damage caused to others. XEROX STATE AND LOCAL GOVERNMENT EQUIPMENT EQUITY PLAN (INSTALLMENT PURCHASE AGREEMENT) Date April 12 Xerox Corporation 7718 Wood Hollow Drive — Sftite 200 Austin, Texas 78731 Description ANtt 1 ' REC'D 19 79 Customer's Name City of Bound Bork Customer's Address Number of Units 214 Fast Main Round Rnek, Texas 7Rfifi4 Installation Address(es) 214 East Main Round Rock, Texns 78864 (Branch Office Address) Customer Check One: O/tate Government or Political Subdivision including Schools, Hospitals and other Institutions operated as part of State and Local Governments; ❑ Full Time Private Non - Profit School, College or University; ❑ Private Non - Profit Hospital. This Agreement modifies the Xerox Equipment Purchase Agreement of the same date between Xerox Corporation (Xerox) and Customer, attached hereto, with regards to the following Equipment: Unit Price Xerox 4500 1 $14,250.00 PRICE The price for the Equipment is as follows: 1. List Price $ 14, 951 2. Less Credits: a. Rental Credit $ —0— b. Trade -in Allowance (Equipment ) $ —0— 3 Cash Sale Price (Line 1 less line 2 (a + b)) S 14,250.00 4 Sales Tax (Calculate from line 3) $ —0- 5. Equipment Placement Charges S 67.00 6 Total Cash Sale Price (line 3, +4, +5) $ 14 317.00 7. Cash Down Payment a. Down Payment (Minimum of 10% of Line 3) $ 1,425.00 b. Sales Tax (Same as line 4) $ —0— c. Equipment Placement Chgs. (Same as line 5) $ 67.00 d Total Cash Down Payment S 1.492.00 8. Cash Price (Principal) Balance (Line 6 less 7d) $ 12, 825.00 9. Interest $ 2,776 80 10. Time Balance (Line 8 + 9) $ 15.601 .90 11. Time Sale Price (Line 7d + 10) S 17 093.81 NOTE: There are no additional charges due Xerox by Customer for Excise Taxes, Insurance Premiums, or Official Fees. Delivery circumstances may require an additional "rigging" charge which cannot be included as of the date of this Agreement and which will be invoiced to Customer separately. PAYMENT Customer promises to pay the total cash down payment in full prior to or concurrent with the transfer of title of the first unit of Equipment purchased hereunder. The balance shall be due in 60 consecutive equal monthly installments of $ 260.03 which shall be due each month on the same day as the title transfer date of the final unit purchased hereunder, it being understood such payments shall commence on the calendar month following the month in which such final transfer of title is made. If the title transfer date falls on the last day of a month, monthly installments shall be due on the last day of each succeeding month. In the event any installment is not paid when due, Customer agrees to pay a late charge, where permitted, of 1% per month of the unpaid installment until paid or the maximum late charge otherwise permitted by applicable law after the expiration of any required grace period. SECURITY INTEREST Xerox reserves and Customer grants to Xerox a purchase money security interest in the Equipment and any and all replacements, substitutions, and repairs thereto, as well as any products and proceeds of the foregoing for the purpose of securing the balance of the time sale price due hereunder and all other promises and obligations of Customer to Xerox arising under this Agreement Customer agrees to sign and execute at any time alone or with Xerox any financing statements or other documents which Xerox deems reasonably necessary to protect and con- tinue Xerox' security interest under this Agreement. Xerox is also granted an irrevocable power of attorney to execute such financing statements or other documents on Customer's behalf. Customer shall prevent and hold Xerox harmless against the assertions of interests or claims by third parties. When all of Customer's promises and obligations have been fully paid and satisfied, Xerox' security interest shall terminate. TITLE Title and ownership of the Equipment and any and all replacements, substitutions and repairs thereto, shall pass to Customer upon installation. For equipment already in place on a rental basis, which is not exchanged at Xerox' option, title will pass to Customer (and rental will terminate) on the date of acceptance by Xerox of this Agreement. The Equipment shall remain personal property and shall not become real property. Customer will not suffer or permit any lien or encumbrance of any kind against the Equipment and will pay when due all assessments, taxes, franchise fees, levies or other governmental charges against the Equipment or its use. INSURANCE From the time the Equipment is delivered until this Agreement is terminated, Customer shall procure and maintain with an insurance carrier acceptable to Xerox, fire, theft and extended coverage insurance on the Equipment, insuring the full insurable value against risk of loss or damage, and providing for a minimum of 10 days written notice of change or cancellation to Xerox. Such policy of insurance shall be endorsed with a standard mortgage or security interest clause for the benefit of Xerox and shall name Xerox and assigns as primary insureds as their interest may appear. Customer shall provide Xerox with certificates of the insurance carrier or carriers, evidencing such insurance coverage. This agreement does not provide for or require insurance coverage for bodily injury and property damage caused to others. SAN ANTONIO BRANCH OFFICE AC 512 684-1150 7620 GRISSOM ROAD BOX 28148 SAN ANTONIO, TEXAS 78228 60 pa May '7 9 '10 1 S1 '8 3 / THE ROHAN COMPANY AC 817 772 -7910 - WACO, TEXAS 76710 - BOX 7337 "IT'S ON HAND AT ROHAN" DEFAULT Time is of the essence hereof and if Customer shall fail to pay when due any installment, or otherwise fail to observe, keep or perform any provisions of this agreement required to be observed, kept, or performed, or if Customer ceases doing business as a going concern, or if a petition is filed by or against Customer under any of the provisions or chapters of the Bankruptcy Act or any amendment thereto, or if Customer shall make an assignment for the benefit of creditors or call a general meeting of creditors, or attempts an informal arrangement or composition with creditors or if a receiver or any officer of a court be appointed to have control of any of the property or assets of Customer or if Customer makes or has made any misstatement or false statement of fact in connection with this transaction, or if any of the foregoing occurs with regards to any guarantor, or if Xerox, in the exercise of reasonable discretion deems the Equipment to be in jeopardy or feels insecure, the unpaid time balance hereunder shall become immediately due and payable at Xerox' option and without notice. If any of the foregoing occurs, Xerox shall have all of the rights and remedies of a secured party upon default under the Uniform Commercial Code as enacted in the State where the Equipment is located. Xerox may enter upon the premises where the Equipment may be and render the Equipment unusable and /or take possession thereof, and remove, sell, lease or dispose of the Equipment and from the proceeds retain all sums due under the terms of this Agreement, as well as all costs and expenses relating to the enforcement or preservation of its rights hereunder including but not limited to reasonable attorney's fees In addition, Customer agrees at Xerox' request to assemble the Equipment and make it available to Xerox at a place to be designated by Xerox that is reasonably convenient to both parties. All rights and remedies of Xerox shall be cumulative and may be exercised successively or concurrently and with- out impairing Xerox' security interest in the Equipment. The foregoing is without limitation to or waiver of any other rights or remedies of Xerox according to law. It is agreed that fifteen (15) calendar days shall constitute reasonable notice for the exercise of any right in the event that applicable law specifically requires such notice. USE AND LOCATION OF EQUIPMENT The Equipment will be kept at the installation address(es) and will not be moved without the prior written consent of Xerox, which consent shall not be unreasonably withheld Customer will not use or deal with the Equipment in any manner which is inconsistent with the terms of this Agreement, any policy of insurance referred to herein, or any applicable laws and regulations. The Equipment will not be misused, abused, wasted or allowed to deteriorate, except for ordinary wear and tear resulting from its intended use. Xerox shall have the right to inspect the Equip- ment at any reasonable time, wherever located. If any item of the Equipment shall be substantially destroyed or shall be damaged beyond repair due to any cause whatsoever, Xerox shall have the right, upon written demand to Customer to require Customer to pay within thirty (30) days of the date of such demand, the unpaid time balance recalculated, however to delete any interest then unearned on such Equipment less any proceeds of insurance theretofore received by Xerox with respect to such Equipment. Xerox may mark the Equipment to conspicu- ously show that it has a security interest therein and Customer shall place no conflicting marks or permit the Xerox mark to be removed or defaced. Customer shall bear all risk of loss or damage to the Equipment. ASSIGNMENT: PREPAYMENT Customer shall give Xerox not less than fifteen (15) days written notice of any proposed resale or lease of any item of Equipment during the term of this Agreement or any assignment hereof. Such notice shall state the item or items of Equipment to be resold, leased or assigned, and the date upon which sale, lease, or assignment is to be effective. If the Equipment is to be resold, leased or assigned, Customer shall at Xerox' option, pay to Xerox on or prior to such date the prepayment price set forth immediately below. Customer shall have the right, upon written notice to Xerox specifying the item of Equipment affected to fully satisfy its obligations hereunder with respect to any or all items of Equipment by the payment to Xerox of the unpaid time balance recalculated, however to delete any interest then unearned, provided an administrative fee of fifty ($50.00) dollars will be charged (where not prohibited by applicable law) on any such prepayment made within twenty -four (24) months from the date hereof Xerox may assign this Agreement and transfer its security interest in the Equipment, and in the event of such assignment Customer shall perform all of the promises herein contained to such assignee. Customer will assert any claim or defenses it may have against Xerox and not against any such assignee. NOTICES All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be valid and sufficient if delivered by hand or dispatched by first class mail, postage prepaid to the addresses set forth first above, or such other address as either party shall notify the other in writing. No addi- tional notice need be given to the installation address(es). Notices dispatched by first class mail shall be deemed to have been given three days after such notice is deposited in any post office or post box. GENERAL Each year during the term of this Agreement, (that is, so long as Xerox' security interest shall be outstanding), Customer shall furnish Xerox with copies of its fiscal year end balance sheet and profit and loss statement as prepared by its Certified Public Accountants within ninety days after close of such fiscal year. No delay or omission to exercise any right, power or remedy accruing to Xerox upon breach or default by Customer under this Agreement shall impair any such right, power or remedy of Xerox, or shall be construed as a waiver of any such breach or default, or any similar breach or default thereafter occurring, nor shall any waiver of a single breach or default be deemed a waiver of any subsequent breach or default All waivers must be in writing Any provision of this Agreement prohibited by the law of any State shall as to said State be ineffective to the extent of such prohibition without invalidating the remaining provisions of this Agreement. The section headings used herein are for convenience only and shall have no significance in the interpretation of this Agreement. If delivery of the Equipment is not made at the time of the execution of this Agreement, Xerox may Insert serial and /or identifying numbers and marks of the Equipment on this Agreement and /or any financing statements. If this Agreement is signed by more than one Customer the obligation of each so signing shall be joint and several. FUNDING If Customer periodically requests from its legislative body funds to be paid to Xerox under this Agreement, and through no action initiated by Customer, such legislative body does not appropriate funds for the Equipment described in this Agreement, Customer may, upon prior written notice to Xerox effective 30 days after the giving of such notice return to Xerox, at Customer's expense, the Equipment described in this Agreement and there- upon be released of its obligations to make all installment payments to Xerox due thereafter, provided. (i) Customer delivers unencumbered title to the Equipment to Xerox as of the Effective Date, (ii) the Equipment is returned to Xerox in good condition at a location designated by Xerox, (iii) the foregoing notice states the failure of the legislative body to appropriate the necessary funds as the reason for cancellation, and (iv) the notice is accompanied by payment of all amounts then due to Xerox under this Agreement. In the event the Customer returns the Equipment pursuant to the terms of this paragraph, Xerox shall retain all sums paid here- under by Customer ENTIRE CONTRACT This Xerox Installment Purchase Agreement and the Xerox Equipment Purchase Agreement which it modifies are entered into at the same time and constitute one contract between the Customer and Xerox with reference to the purchase of the Equipment described above, which contract supersedes any and all prior written or oral agreements. There are no covenants, conditions or agreements between the parties except as set forth in this contract. This contract may only be amended by a written instrument executed by both parties. NOTICE TO THE BUYER (CUSTOMER): 1. Do not sign this contract before you read it or if it contains any blank spaces. 2. You are entitled to an exact copy of the contract you sign. 3. Under the law you have the right to pay off in advance the full amount due and under certain circum- stances to obtain a partial refund of interest. CUSTOMER ACKNOWLEDGES RECEIPT OF A TRUE COPY HEREOF AND THE AGREEMENT HEREIN REFERRED TO: CUSTOMER By (W ess) Xerox Corporation Xerox Square Rochester, New York 14644 Accepted this .:.. /.. " I ( Xerox Corporation day of /,/ L 50076 XEROX® is a trademark of XEROX CORPORATION Printed in U S.A Effective 6 - - WHEREAS, the City advertised for bids for the purchase of a copier, and WHEREAS, Xerox Corporation's bid was accepted by the Council, and WHEREAS, Xerox has presented the City with a proposed Pur- chase Agreement, a State and Local Government Equipment Equity Plan (Installment Purchase Agreement) and a Full Service Mainte- nance Agreement, and WHEREAS, the City Council desires to enter into the afore- said agreement with Xerox Corporation, NOW THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, THAT: The mayor is hereby authorized and directed to execute on behalf of the City the three aforesaid agreements with Xerox Corporation, copies of which are attached hereto and incorporated herein for all purposes, RESOLVED this ATTEST: (1 /9 NNE LAND, City Secretary RESOLUTION NO. i %iJ day of April, 1979. City of Round Rock, Texas