1985-007-RES WHEREAS, the City Council of the City of Paris, did heretofore at a Regular Council Meeting on the 12th

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BETWEEN THE PARTIES, EXCEPT AS PROVIDEO IN THE SECTION ENTITLED "IBM EOUCATION COURSES:' SUPER- SEOING ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUI'IIOAi'IONS BE- TWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, . Agreement for Lease or Rental of IBM Machines (Z125-3320-00) International Business Machines Corporation (IBM) and the Customer agree that the following terms and conditions will apply to any Customer order for lease or rental of IBM machines that is accepted by IBM under this Agreement. Under these terms and conditions, IBM will 1) lease or rent machines to the Customer, 2) provide maintenance service for machines and 3) as available, furnish programming and programming services. all as described herein. The Customer agrees to accept the machines. maintenance service, programming and programming services under the termS and conditions of this Agreement. The Customer further agrees with respect to the machines and programming to accept the responsibility for 1) their selection to achieve the Customer's intended results, 2) their use and 3) the results obtained therefrom. The Customer also has the responsibility for the selection and use of. and results obtained from, any other equipment. programs or services u~~cd with the machines and programming The term "machlnes" as used in tIllS Agreempnt refers to rT18chlfles and/or their model conversions and features unless the context requires individual reference. Specific machines, model conversions and fcature~i become suhject to this Agreement when either a written order to lease or a written order to rent is signed by the Customer and accepted by IBM, For cacll order to lease a machine. IBM will provide the Customer a Supplement to this Agreement (Supplement) confirming the specific terms applicable to the machine. Installation of the machine or f1ayment of the first invoice for Monthly l.c(lse Ch8.rges, wtlich8ver first occurs following receipt of the Supplement, will constitute the Customer's acceptance of such specific terms INSTALLATION The Customer agr(~es to provide a suitable environment for the machines as specifipd by IBM and, except as otherwise specified by IBM, to furnish (III labor required for unpacking and placinu each machine in the desired lo(;ation. Each machine will be Installed as specified by IBM Installation By IBM IBM will install machines which are not identified by IBM as Customer Set-Up. IBM will install fr:.atures and model conversions on the serial-numbered machine for w~lich thE~y a,re ordered The first day of charqe for such machine, feature or modei conversion will be the day (Monday through Friday) following the day the machine, fea1ure or model conversion is inst,ll!ed by IBM Customer Set-Up Each machine, feature and model conversion identified by IBM as Customer Set-Up (CSU) will be set up bV Hl€ Customer In accordance with the instructions furnistled by IBM. A CSU machine will be considered to be installed on the last day (Monday through Friday) of tile CSU allowance period specified by IBM for such machine. The CSU allowance period commences on the day (Monday through Friday) following the date of receipt of the machine at the Customer's premises. However, when a CSU machin8 is delivered in conjunction with, and for attad1fTlent to. a non-CSU machine delivered frorn IBM, such CSU m.Jchinewill be considered to be installed on lhe later of 1) the installation date of such non-CSU machine or 2) the installation date of the CSU machine as determined above. A CSU ferllure or model conversion will be cotlsidmcrl to h(~ in- stalled Ofl(:~ montll followlnq the lilter 01 its ('stlrllatl'd (1C1k 01 shipment or its actual date of shipment from IHM CSU leatures and model conversions will be installed on ttle serial--numbered machine for which they are ordered. The first day of char'ge for such machine, feature or model conversion will be the day (Monday through Friday) following the day the machine, feature or model conversion is considered to be installed. CONTRACT PERIOD IBM will determine the Lease or Rental Contract Period or Periods for which each machine is eligible. The Customer may select the Lease or Rental Contract Period for each machine from the alternatives available. Lease Contract Period A Lease Contract Period has a Commencement Date, a Base Term and an Expiration Date each of which will be specified in the Supplement. The Commencement Date for an eligible machine being installed will be the day (Monday through Fllday) following the day that the machine is installed, as specified in the Section entitled "Installation," provided the written order to lease the machine is received by IBM on or before such Commencement Date. The Commencement Date for an eligible machine already installed under a Rental Contract Period will be the day the written order to lease the machine is received by IBM. The Commence- ment Date of a new Lease Contract Period 'for a machine already inst8.lled under a Lease Contract Period or Extension will be the day immediately following the Expiration Date of such Lease Contract Period or Extension, provided that the written order for a new Lease Contract Period for the machine is received by IBM on or before such Commencement Date. The Expiration Date of a Lease Contract Period IS determined initially by adding the Base Term to the Commencement Date, and thereafter may be adjusted as described in the Section entitled ;'Machine Modifications." A Least~ Contract Penod may be extended as described in the Section entitled "Lease Contract Period Extension." Rental Contract Period A Rental Contract Penod has a Commencement Date and is of indefinite duration The Commencement Date tor an eligible machine being installed will be fhe day (Monday through Friday) following the day that the machine is installed, as specified in the Section entitled "Installation..' The Commencement Date for an eligible machine already insfalled will be the day following the Expiration Date of its Lease Contract Period or Extension. CHARGES The Customer agrees to pay all charges as described in this Section. IBM reserves the riqht to offer machines for lease or rental on longer than a rnonttlly charge b<1sis and, if so, this Section would be construed accordingly. IBM will determine the Monthly Lease Charge or Monthly Rental Charge applicable to the Lease or Rental Contract Period or Periods for which each machine is eligible. In addition, IBM will specify the Plan Offering for each machine as: Plan A: Each Plan A machine which is Installed under a Rent- al Contract Period is subject to an Additional Use Charge for billable time in excess of 176 hours in any calendar month, IS measured by an IBM meter, at an hourly rate which is equal to 1/176th of the Monthly Rental Charge multiplied by IBM's applicable Additional Use Charge Percent then generally in effect. There is no Additional Use Charge for a Plan A machine which is installed under a Lease Contract Period or Extension. Plan B: For each Plan B machine, the Monthly Lease Charge or Monthly Rental Charge provides the Customer with unlimited use in any calendar month Plan C: Each Plan C machine is subject to a Monthly Use Charge which is determined by multiplying the amount of pro- cessing performed by the machine, as measured by an !8M meter. by IBM's applicable Monthly Use Charge Rat~s) then generally in effect. Plan 0: For each Plan 0 machine, model upgrade and feature, there will be an Initial Period of Maintenance Service, as Page 12 of 17 -"-.