CONTRACT 3628 Vender Agreement CLOSEDDEMONSTRATION AND STORAGE AGREEMENT
Full Legal Name
Customer Name (Bill To) CITY OF EL SEGUNDO
DBA/Name Overflow (Cust Bill To) W.L.A. MUNCIPALITIES
Street Address 350 MAIN ST
Box #/Routing
City, State EL SEGUNDO, CA
Zip Code 90245 -3895
Customer Name (Install)
DBA/Name Overflow (if n
Installed at Street Address
Floor / Room / Routing
City, State
Zip Code
XEROX
CITY OF EL SEGUNDO
.q'd)
350 MAIN ST
EL SEGUNDO, CA
90245 -3895
Demonstration Equipment
WC7655P WC 7655 COPIER/PRNTR Customer Requested Install Date:08 /15/2006
1)CDLXSCAN I)D250STPLR 1)JOBOVR Demonstration Period: 30 Days
1)PCSNCNTL 1)VKK 1)VKP Stored Equipment
Manufacturer Model/Serial #
Terms
Xerox agrees to deliver and install the demonstration equipment set forth above
5. EQUIPMENT STORAGE. Xerox will remove and store certain units of your
( "Equipment "), and applicable software and supplies (collectively, the "Products ") on a
equipment ( "Stored Equipment ") throughout the Demonstration Period. Title to the Store
demonstration basis pursuant to the following terms.
Equipment, along with all payment obligations, shall remain with you while risk of loss will
I. PRODUCT USE AND MAINTENANCE. You shall have use of the Products
shift to Xerox until the Stored Equipment is returned to you or disposed of as agreed to by
throughout the Demonstration Period set forth above in order to determine whether you
you and Xerox.
wish to acquire them from Xerox. You represent that the Products will be used for your
6. TERMINATION OR EXPIRATION. Either party may terminate this Agreement at
own business use and that they will not be used for personal, household or family purposes.
any time by giving notice of its decision in this regard to the other party. After this
During the Demonstration Period, Xerox shall maintain the Products pursuant to its
Agreement is terminated or expires, you shall either (a) enter into a separate agreement with
standard maintenance terns at no charge to you. Unless Xerox advises it is delivering
Xerox to acquire the Equipment, in which case you agree to accept the Equipment "as is'
Previously Installed Equipment, Equipment delivered hereunder will be either (a) "Newly
or (b) promptly, upon Xerox's request, make the Products available to Xerox for removal
Manufactured ", which may contain some recycled components that are reconditioned; (b)
from your premises and, at the time of removal, the Equipment shall be in the same
"Factory Produced New Model ", which is manufactured and newly serialized at a Xerox
condition as when delivered (reasonable wear and tear excepted) together with any related
factory, adds functions and features to a product previously disassembled to a Xerox
software. If you fail to do (a) or (b) above, Xerox, in addition to its other remedies, may
predetermined standard, and contains both new components and recycled components that
invoice you its commercial list price for said Products and the supplies Xerox provided to
are reconditioned; or, (c) "Remanufactured ", which has been factory produced following
you, and you shall be obligated to pay such invoice, including all applicable taxes, within
disassembly to a Xerox predetermined standard and contains both new components and
fifteen (15) days of your receipt thereof. When you pay said invoice in full, title to the
recycled components that are reconditioned.
Equipment shall pass to you "AS IS, WHERE IS" AND WITHOUT ANY WARRANTY
2. SUPPLIES. Xerox will provide you with the initial supplies necessary to operate the
AS TO CONDITION, TITLE OR VALUE, and any Software shall be licensed to you in
Products (with the understanding that Xerox may bill you for these supplies if you later
accordance with Xerox's then- current standard license terms and conditions therefor. In
decide to acquire the Products). You agree to purchase from Xerox all additional supplies
addition, if you fail to do (a) or (b) above or otherwise default or breach hereunder, you
you require during the Demonstration Period.
agree to pay all of the costs Xerox incurs to enforce its tights against you, including
3. TITLE, USE RIGHTS, RISK OF LOSS & CREDIT HISTORY.
reasonable attomeys' fees and actual c dANG;tl,�e ES Cqf: /��d/�Q 4ta-
A. Title to the Products, including any delivered or embedded software and associated
7. MISCELLANEOUS. This ment constitutes agreement as to its subject
end -user documentation (the "Software "), as well as all copyrights and other intellectual
matter, super edes all pri contemporaneous ora ritten agreements, and shall be
property rights in the Software, shall at all times reside with Xerox and/or its licensors, with
construed under ws of the State without regard to conflict -of -lac
such licensors being third party beneficiaries of this Agreement's software and limitation of
principles). u agree to the ' ction and venue of the federal and state courts in
liability provisions. Xerox grants you a non - exclusive, non - transferable license to use the
ounty, any action to enforce this Agreement, the parties agree to
Software during the Demonstration Period solely in conjunction with the Equipment with or
waive their right to a jury trial. If a court finds any tern of this Agreement to be
for which it is delivered. You may not: (i) distribute, modify, create derivatives of,
unenforceable, the remaining terns of this Agreement shall remain in effect. Xerox shall
decompile, or reverse engineer the Software; (ii) activate any Software delivered in an
not be liable to you for any direct damages in excess of $10,000 and neither party shall be
unactivated state; or, (iii) allow others to engage in same. The Software may contain, or be
liable to the other for any special, indirect, incidental, consequential or punitive damages
modified to contain, computer code capable of automatically disabling proper operation or
arising out of or relating to this Agreement, whether the claim alleges tortious conduct
functioning of the Products. Such disabling code may be activated if (a) Xerox is denied
(including negligence) or any other legal theory. Xerox may retain a reproduction (e.g.,
reasonable access to the Software to periodically reset such code; (b) you are notified of a
electronic image, photocopy, or facsimile) of this Agreement which shall be considered an
default under any term of this Agreement; or, (c) your license is terminated or expires. Risk
original and shall be admissible in any action to enforce this Agreement. You represent that
of loss for Products shall shift to you upon installation and remain with you throughout the
you have the power and authority to enter into this Agreement and the individual signing
term of this Agreement. The Equipment shall remain personal property, and you will not
this Agreement is duly authorized to do so on your behalf. Xerox may accept this
attach any of it as a fixture to any real estate or make any permanent alterations to any of it.
Agreement either by its signature or by commencing performance (e.g., Equipment
You will not pledge, sub -lease or part with possession of it or file or permit to be filed any
delivery). All changes to this Agreement must be made in a writing signed by both parties
lien against it.
accordingly, any terms on your ordering documents shall be of no force or effect. You may
B. You, to the extent required by applicable law, authorize Xerox (or its agent) to obtain
not assign any of your rights or obligations under this Agreement without Xerox's prior
credit, make such other credit inquiries as Xerox may deem necessary at any time, furnish
written consent. Xerox's decision to waive or forgive a particular default shall not prevent
payment history information to credit reporting agencies, and release to prospective
Xerox from declaring any other default.
assignees of this Agreement or any rights credit - related hereunder information Xerox has
about you and this Agreement.
AGREEMENT CONSISTS ONLY OF TERMS SET FORTH ABOVE
4. DELIVERY AND REMOVAL CHARGES. Xerox will be responsible for all
standard costs associated with on -site delivery or removal of the Products (while you will
be responsible for any non - typical delivery or removal charges).
Agreement Presented By:
/
Xerox Name: West W Interian Phone: (310)546-2904
Auth Signer Name: Jeff Stewart /
FOR AUTHORIZED HQ INTERNAL USE ONLY:
Accepted: Xerox Corporation
By:
(Signature ojAuthorized Signer)
Title: Date:
Worksheet: F57870 Unit: 1 8/14/2006 13:38:30
www.xerox.com
Signature: X
Auth Signer
Phone: (310)524 -2300
Date:
Xerox Form# 51862 (01/2006) 8/14/2006 Page 1 of 1