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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llETWEEIlI THE PARTIES. EXCEPT AS PROVIDED IN THE SECTION ENTITLEO "IBM EDUCATION COURSES:' SUPER- SEDING ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNIQA.TlONS 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 (18M) 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 machmes 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 tlle Customer's intended results, 2) their use anct.3} the results obt8ined therefrom. The Customer also has the responsibility for the selection and use of, and results obtained from. any other equipmont, progrmTls or services used with tile !ll;lchill(~S CIllO proqrammlng The term "mac!lllles" as used in III is AgrOGrlICllt refers to m<Jcllilles and/or their model convcrsiolls and features unless the context mquires individual reference Specific mnchines, model convorsions <1nd jr~{ltlJreS lx;come slloject to ttlis A9r[>(~mcnt when pither il writlcn order 10 lease; or (j written order to rent is signed by ttle Customer and 3cceptcd by IUM. For (.',-,cl1 order to lease ill1lilcllH1e. IUM will plovide tlle Customer <l Supplement to this Agreement (Supplement) confirming ttle specifiC tel'ms applicable to the machine. Installation of the machine or payment of the first invoice for Monthly Lease Char~JGs. w~lichpvcr first OCCLJI.S followin~J receipt of the Supplement. will constitute lhe Customer's acceptance 01 SUdl specific terms INSTALLATION The Customer agrees 10 provide a suitilb\e CIlVirOrlrllC'1l1 for Il1e machines as specified by IBM and, except as otherwise specified by 18M, to furnish all labor required for unp~cking and ~Iacifl~l each machine In the desired location, Each iTlaclline will be installed as specified by IBM. Installation By IBM IBM will install machines wl'lich are not identified by IBM as Customer Set-Up. IBM will install features and model conversions on the serial-numbered machine for which ttley are ordered. The first day of charoe for such machine, foature or model c0nversion will be the day (Monday througll Friday) following tile cay the machine. feature or modpl conversion is installed by IBM Customer Set-Up Each machine, feature and model conversion identified by IBM as Customer Set-Up (CSU) will be set up by the Customer in accordance with the instructions furnistlcd by IBM. A CSU machine will be considered to be installed on the last day (Monday through Friday) of ttle CSU allowance period specified by I 3M 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, wtlen a CSU machine is delivered in conjunction wittl. and for attachment to, 3 non-CSU machine delivered from 18M, slJCll CSU nnchinewill be considered to be installed on Ihe 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 fnalure or mod(d conversion Will he cOl1siclcr(~d 10 h(~ i!l~ stalled on8 rnonl!l lollo'/,f1!lq IlIe lalcr of lIs (~stilll;jl{'ct dalt~ of shipment or its actual date of shipment from 10M. CSU features and model conversions will be installc(l on the scrial'.n\lmb(~red mnchine for which they em:':! ordcn~d. The first day of cllal-ge jor SUCll m3clline. 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 ttle day (Monday through Friday) following the day that the ~ine is installed, as specified In the Section entitled "lnsta1l!l\'lbn:' provided the written order to lease the mat. hine jc: ~~i}lrl hy IBM on or before SLIr:h r:':'mmencement mW The COlTllllPnCcmcnt Dille lor 8fl eligible mactline already il\st~ll('d under a Rcnt.11 Contract Period will be the day the written order to lea~e the mactline is received by IBM. The Commence- ment Dilte of a new Lca.se Contract Period for a machine already Hlstallpu under a Lease Contract Period or Extension will be the deW immediately following the Expiration Date of such Lease Contmct Period or Extension, provided that the written order for a !lew Lease Contract Period for the machme is received by IBM on or before such Commencement Date. Ttle Expiration Date of a Lease Contract Period is determined initially by adding the Base Term to the Commencement Date, and t~lCreClfter may be adjusted as described in the Section entitled "Maclline Modifications-" A LCJc;e Contract PCi'IC)(l may be extended as (1escribed in the Section entitled "Lease Contract Period Extension." Rental Contract Period A Rental Contract Period has a Commencement Date and is of indefinite dUtfltion The Commencement Date for an eligible machine being installed will be the day (Monday throuqh Friday) following the day that the machine is installed, (is specified in the Section entitled "Installation." The Commencement Date for an eligible 1ll8chine already inslnlled will be ttlO day followinq the Expimtion Dnto of its Lease Contract Period or Extension. CHARGES The Customer agrees to pay all charges as described in this S(~cti()n. IDrv1 reserves Ih(~ rinht to offer machines for lease or rl~nl(l! on longer than a rnontl1ly chnrge basi~~ and, if so, this Section would be construed accordin~~ly. IBM will determine tIle Montl11y Lease Charge or Monthly Pental, CllJrge i1pplic8blc to the Le;:\se .or Rental ContrJct Period or Perl.ods f.or which eacrl mactlrne 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 IBM meter, by ,IBM's applicable Monthly Use Charge Ratejs) then generally in effect. Plan 0: For each Plan D mactline, model upgrade and feature, there will be an Initial Period of Maintenance Service, as f)~lge 12 01 17