HomeMy WebLinkAboutC02-025 Xerox Lease for color copier in basementJ,AASE AGREEMENT THE DOCUMENT COMPANY (THIS AGREEMENT CONSISTS OF THIS FACE AND ADDITIONAL PAGES) XEROX 12/21/200112:46:15 Worksheet: 023734 Unit: 1 Customer Legal Name (Bill to) STATE OF COLORADO LID: WB ❑ Original Hardcopy Paperwork Required Name Overflow (if needed) EAGLE CTY GOVERNMENT Check all that apply Street Address PO BOX 850 19 Tax Exempt (Sales Tax Exemption Certificate Attached) Box # /Routing ACCOUNTS PAYABLE /.FINANCE ❑Assoc. /Coop. Name: City, State EAGLE, CO ❑ Negotiated Contract #: Zip Code 81631 -0850 ❑ Attached Customer P.O. #s: Supplies: Tax 1D4 Lease: Customer Name (Install) EAGLE COUNTY ❑ State or Local Government Customer Name Overflow (if needed) GOVERNMENT Installed at Street Address 551 BROADWAY RD Floor /Room/Routing DC2006 DC2006 DUPLEX/DF /MEM City, State EAGLE, CO Zip Code 81631 - County Installed In Eagle Customer Requested Install Date 01/22/2002 ❑ XBS Contract M - 11 ValueAdded Services lease Pavment Information (° o CoY Copier- (6 a 5e vrt e nt Int. Rate: % Total ]nt. Pavable: $ ❑ Replacement /Modification of Prior Xerox Agreement Agreement covering Xerox Equipment Serial# (or 95 #): is hereby ❑ modified ❑ replaced. Effective Date: Comments: Lease Information Lease Term : 60 months ❑ Supplies included in Base /Print Charges ❑ Refin. of Prior Agrmt.:❑ Xerox (95 #): ❑ 3rd Party Eq. Amt Refin: $ Int Rate: % Total Int Payable: $ Product (with serial number, if in place equipment) Purchase Option Down Payment Prev Install Fin'] Interm DC2006 DC2006 DUPLEX/DF /MEM $FMV $ Prints - $ Consultine Services $ Prints 1 - $ Prints - $ Mo. Min.# of Prints (based on Meter 1 Print Charges) ❑ Purchased Sunulies ❑ Cash ❑ Fin'd $ 232.02 : MINIMUM MONTHLY LEASE PAYMENT (excl. of applic. Taxes) Price Information Monthly Base Charge $ Print Charge Meter 1: Monthly Base Charge is Prints 1 - $ Prints - $ Prints - $ Print Charge Meter 2: $ Prints 1 - $ Prints - $ Mo. Min.# of Prints (based on Meter 1 Print Charges) ❑ Purchased Sunulies ❑ Cash ❑ Fin'd ❑ Adiustment Period Min. Lease Pavment Freq. (excluding excess meter charges) ❑ Monthly ❑Quarterly ❑Semi- Annual ❑Annual ❑ Other Min. Lease Payment Mode ❑Advance ❑ Arrears Period A - Mos. Affected: Period B - Mos. Affected: - Monthly Base Charge $ Monthly Base Charge is Print Charge Meter 1: II V, i'il�iiui��i Print Charge Meter 1: Prints 1 - $ Prints 1 - $ Prints - $ Prints - Prints - Prints - Print Charge Meter 2: Print Charge Meter 2: Prints l - Prints 1 - Prints - $ Prints - Mo. Min.# of Prints Mo. Min.# of Prints (based on Meter 1 Print Charges) (based on Meter 1 Print Charges) ❑ Anulication Software Reorder # Qty IDescription Price Software Title $ Initial License Fee ❑ ('.ash ❑ Finance Annual Renewal Fee ❑ Cnnnnrt Only ❑ June only Description: / $ 0 mo. ❑ July only ❑x Attached Addenda: 51864 -1(1): 51864 -5 ❑ August only $ $ $ $ ❑Trade -]n Equip. Balance: ❑Price of Replacmnt. Equip.: $ Total Price = $ Total Initial License Fees = $ ❑x Trade -In Allowance Final Principal Payment# ❑ K -16 Billing Additional Options (check all that apply) Manufacturer Model /Serial Allowance CANON CLC 350 $ ❑ June only Description: / $ 0 mo. ❑ July only ❑x Attached Addenda: 51864 -1(1): 51864 -5 ❑ August only $ Total Allowance Applied to: Total Allowance = $ ❑Trade -]n Equip. Balance: ❑Price of Replacmnt. Equip.: $ Suspension 1:1 Run Length Plan 13 Fixed Price Plan -5- (check 1 as required) ❑ Per -Foot Pricing Months affected ❑ Extended Service Hours: ❑ June only Description: / $ 0 mo. ❑ July only ❑x Attached Addenda: 51864 -1(1): 51864 -5 ❑ August only ❑ June - July ❑ July - August Agreement Presented By: Customer: E qq (p, CoV -0-f t Name Chris Aubel Phone (970)845-7870 Name ;�.�tanem6Naei ���{���tPhone: Xerox Corporation - A ptance By: Title Board Chairman J ate ? C Name l` / e �ol !�f �+ E -Mail Signature Signature Ise DocuBroker Form# 51860 (11 /2001) 12/21/2001 QL018e tl AGREEMENT ADDENDITNI r ADDENDUM TO CREATE THE DOCUMENT COMPANY XEROX A SEPARATE MAINTENANCE AGREEMENT This ADDENDUM ( "Addendum ") amends the agreement between you and Xerox to which it is attached (the "Agreement "). The parties agree to the following terms that shall be additive to those found elsewhere in the Agreement: 1. The Minimum Monthly Lease Payment shall not include a Maintenance Component and, as such, Xerox shall not be obligated to maintain the Equipment as part of the Agreement. Instead, you agree that by the inclusion of this Addendum, you and Xerox have entered into a separate and distinct Maintenance Agreement (the "Maintenance Agreement ") which shall be in effect for the same period as the Agreement, including any extensions thereof. You further agree that a breach of either the Agreement or the Maintenance Agreement , including any failure on your part to make payments as they become due, shall constitute a breach of both. 2. The terms of the Maintenance Agreement shall be the same as those set out in the Agreement other than (a) asset forth above and (b) the inclusion of the following: I. PRICING CHANGES. Xerox may annually adjust the Monthly Base and Print Charges, each such increase not to exceed 10%. (For state and local government customers, this adjustment shall take place at the commencement of each of your annual contract cycles.) 11. BILLING. The Minimum Monthly Maintenance Payment shall consist of the total of (1) any Monthly Base Charge and (2) any Monthly Minimum Number of Prints multiplied by the applicable Meter l Print Charge(s). Minimum Monthly Maintenance Payments (and, where applicable, Annual Charges) are billed in advance, with additional Print Charges billed in arrears. For full -color equipment, color prints are counted. on Meter 1. 3. The Pricing Details of the Maintenance Agreement shall be as follows: Maintenance Agreement Price Information Monthly Base Charge $ 50.00 Print Charge Meter 1: Co Or Prints 1 - + $ 0.069 Prints $ Prints - $ Print Charge Meter 2: Prints 1 - + $ 0.029 Prints $ Mo. Min.# of Prints (based on Meter I Print Charges) ❑ Supplies included in Base/Print Charges Adjustment Period Mos. Affected: Monthly Base Charge Print Charge Meter l: Prints - $ Prints - Print Charge Meter 2: Prints 1 - Is Mo. Min.# of Prints (based on Meter l Print Charges) 4. Except as set forth above, the Agreement shall remain as stated. In the event of a conflict between the terms found elsewhere in the Agreement and this Addendum, this Addendum shall control. DocuBrokerForm# 51864 -I (10/1998) 12/21/2001 GENERAL TERMS: The following terms apply to all lease transactions: 1. PRODUCTS. The term "Products" shall refer collectively to all equipment (the "Equipment "), software, and supplies ordered under this Agreement. You represent that the Products are being purchased for your own use (rather than resale) and that they will not be used primarily for personal, household or family purposes. 2. NON - CANCELABLE LEASE. THIS AGREEMENT IS A LEASE AND IT CANNOT BE CANCELED OR TERMINATED EXCEPT AS EXPRESSLY PROVIDED HEREIN. YOUR OBLIGATION TO MAKE PAYMENTS AND TO PAY ANY OTHER AMOUNTS DUE HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE SUBJECT TO ANY DELAY, REDUCTION, SET -OFF, DEFENSE, COUNTERCLAIM OR RECOUPMENT FOR ANY REASON WHATSOEVER. ANY CLAIM WHICH YOU MAY HAVE AGAINST XEROX MAY BE ASSERTED IN A SEPARATE ACTION AND SOLELY AGAINST XEROX, PROVIDED YOU CONTINUE TO FULFILL ALL YOUR OBLIGATIONS UNDER THIS LEASE A B. C. PAYMENT, TAXES & CREDIT HISTORY. Payment is due within twenty (20) days of the invoice date or on the due date listed on the invoice, whichever is earlier. In addition to any charges set out on the front page of this Agreement, you will be responsible for any non - typical delivery or removal expenses incurred. You shall be responsible for any and all applicable Taxes, which will be included in Xerox's invoice unless you provide proof of your tax exempt status. 'Taxes" shall mean any tax, assessment or charge imposed or collected by any governmental entity or any political subdivision thereof . however designated or levied, imposed on this Agreement or the amounts payable to Xerox by you for the billing of Products, Print Charges, services and maintenance of any kind; Taxes include, but are not limited to, sales and use, rental, excise, gross receipts and occupational or privilege taxes, plus any interest and/or penalty thereon, but excluding any personal property taxes and taxes on Xerox's net income. If a taxing authority determines that Xerox did not collect all applicable Taxes, you shall remain liable to Xerox for such additional Taxes. As part of this transaction, Xerox may investigate your credit history. Even if Products have been delivered, Xerox may, within 60 days following its acceptance of this Agreement, revoke the Agreement if your credit approval is denied. 4. BASIC SERVICES. Xerox will provide the following Basic Services under this Agreement (unless you are acquiring Equipment for which Xerox does not offer Basic Services; such equipment to be designated as "No Svc. "): A. B. C In REPAIRS AND PARTS. Xerox will make adjustments and repairs necessary to keep Equipment in good working order (including such adjustments or repairs required during initial installation). Parts required for repair may be new, reprocessed, or recovered. All replaced parts /materials will become Xerox's property. HOURS AND EXCLUSIONS. Unless otherwise stated, Basic Services will be provided during Xerox's standard working hours (excluding Xerox - recognized holidays) in areas within the United States, its territories, and possessions open for repair service for the Equipment at issue. Basic Services shall cover repairs and adjustments required as a result of normal wear and tear or defects in materials or workmanship (and shall exclude repairs or adjustments Xerox determines to relate to or be affected by the use of options, accessories, or other connected products not serviced by Xerox as well as any non -Xerox alterations, relocation, service, supplies, or consumables). INSTALLATION SITE AND METER READINGS. The equipment installation site must conform to Xerox's published requirements throughout the term of this Agreement. if applicable, you must provide meter readings in a manner prescribed by Xerox. If you fail to provide timely readings. Xerox may estimate them and bill you accordingly. REMEDY. If Xerox is unable to maintain the Equipment as described above, Xerox will, as your exclusive remedy for Xerox's providing Basic Services, replace the Equipment with an identical product or, at Xerox's option, another product of equal or greater capabilities. This replacemem product shall be subject to these same terms and conditions. E. CARTRIDGE PRODUCTS. If Xerox is providing Basic Services for a product utilizing cartridges designated by Xerox as customer replaceable ( "Cartridges "), and unless you have entered into a Standard Maintenance Agreement as described below, you agree to use only unmodified Cartridges purchased directly from Xerox or its authorized resellers in the United States. F. OPERATOR MAINTENANCE PROCEDURES FOR DOCUCOLOR 70, DOCUCOLOR 100 AND DOCUCOLOR 130. If Xerox is providing Basic Services for your DocuColor 70, DocuColor 100 or DocuColor 130, you agree to perform all operator maintenance procedures set forth in the applicable Printer Operator Guides (including the purchase of all referenced parts, tools, and supplies). G. PC/WORKSTATION REQUIREMENTS. In order to receive Basic Services and/or Software Support for equipment requiring connection to a PC or workstation, you must utilize a PC or workstation that either (l) has been provided by Xerox or (2) meets Xerox's published specifications. 5. WARRANTY DISCLAIMER. XEROX DISCLAIMS THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. , 6. INTELLECTUAL PROPERTY INDEMNITY. Xerox will defend and indemnify you if any Product is alleged to infringe someone else's U.S. intellectual properly rights provided you promptly notify Xerox of the alleged infringement and permit Xerox to direct the defense. Xerox is not responsible for any non -Xerox litigation expenses or settlements unless it preapproves them in writing. To avoid infringement, Xerox may modify or substitute an equivalent Product, refund the price paid for the Product (less the reasonable rental value for the period it was available to you), or obtain any necessary licenses. Xerox is not liable for any infringement- related liabilities outside the scope of this paragraph including but not limited to infringement based upon a Product being modified to your specifications or being used or sold with products not provided by Xerox. 7. LIMITATION OF LIABILITY.. Xerox shall 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 shall be liable to the other for any special, indirect, incidental, consequential or punitive damages arising out of or relating to this Agreement, whether the claim alleges tortious conduct (including negligence) or any other legal theory. 8. ASSIGNMENT. You may not assign any of your rights or obligations under this Agreement without Xerox's prior written consent. Xerox may assign this Agreement, in whole or in part, without prior notice to you. Each successive assignee of Xerox shall have all of the rights but none of the obligations of Xerox hereunder. You shall continue to look to Xerox for performance of Xerox's obligations, including the provision of Basic Services, and waive and release any assignees of Xerox from any such claim. You shall make all payments due hereunder to any assignees specified by Xerox, in accordance with the instructions of said assignees. You shall not assert any defense, counterclaim, or setoff that you may have or claim against Xerox against any assignees of Xerox. 9. MINIMUM LEASE PAYMENTS. The Minimum Lease Payment, along with any additional Print Charges, covers your cost for the use of the Equipment and its maintenance. The Minimum Lease Payment (which may be billed on more than one invoice) shall consist of the total of (1) any Base Charge and (2) any Monthly Minimum Number of Prints multiplied by the applicable Meter 1 Print Charge(s). For full -color equipment, color copies are counted on Meter 1. 10. MAINTENANCE COMPONENT PRICE INCREASES. Xerox may annually increase that amount of your Minimum Lease Payment and Print Charges you are charged for the maintenance of the Equipment (the "Maintenance Component "), each such increase not to exceed 10 %. (For state and local government customers, this adjustment shall take place at the commencement of each of your annual contract cycles.) IL TITLE, RISK, AND RELOCATION. The title to the Equipment shall remain with Xerox unless and until you exercise your option to purchase the Equipment. The Risk of Loss due to your fault or negligence, as well as theft or disappearance, shall pass to you upon shipment from a Xerox controlled facility. The risk of loss due to all other causes shall remain with Xerox unless and until you exercise your option to purchase the equipment. Unless and until title passes to you, all Equipment relocations must be arranged (or approved in advance) by Xerox. All parts /materials replaced as pan of an upgrade will become Xerox's property. DocuBroker Form# 51860T &C (05/2001) 12/21/2001 12. RENEWAL. Unless either party provr ,iotice at least 30 days before the end of the lease term of its intention not to renew the lease, it will be renewed automatically on a month -to -month basis at the same price and on the same terms and conditions. Billing will occur at the same frequency as the original lease. During this renewal period, either side may terminate this Agreement upon at least 30 days notice. 13. BREACH & REMEDIES. If you fail to make any payment within ten (10) days of the date payment is due or breach any other obligation under this Agreement, Xerox, in addition to its other remedies (including the cessation of Basic Services), may require immediate payment of (a) all amounts then due; (b) the remaining Minimum Lease Payments in the Agreement's term [less any unearned finance, maintenance, and supply charges]; (c) a reasonable disengagement fee calculated by Xerox [the amount of such fee to be available from Xerox at any time upon request]; (d) late charges equal to 10% of the amount due or $25.00, whichever is higher (not to exceed the maximum amount permitted by law); (e) interest on all amounts due from the due date until paid at the rate of one and one -half percent (1.5 %) per month (not to exceed the maximum amount permitted by law); and (f) the applicable Purchase Option. Once these sums are paid, title shall pass to you. 14. CARTRIDGES. To enhance print quality, the cartridge(s) in 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. Equipment configuration which permits use of non -newly manufactured original Xerox cartridges may be available from Xerox at an additional charge. Certain cartridges are also sold as Environmental Partnership Cartridges; you agree that these cartridges remain the property of Xerox and you shall return them to Xerox for remanufacturing once they cease functioning 15. EQUIPMENT STATUS. In support of Xerox's environmental leadership goals, and unless you are acquiring Previously Installed Equipment, Equipment will be either (a) "Newly Manufactured ", which may contain some recycled components that are reconditioned; (b) "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 predetermined standard, and contains both new components and recycled components that are reconditioned; or (c) "Remanufactured ", which has been factory produced following disassembly to a Xerox predetermined standard and contains both new components and recycled components that are reconditioned. 16. PURCHASE OPTIONS. You may purchase the Equipment at the end of the lease term for the Purchase Option indicated in this Agreement (i.e.. either a set dollar amount or the Fair Market Value of the Equipment at the lease term's conclusion [ "FMV"]), plus any applicable Taxes. You may purchase the Equipment at any time during the lease by paying (a) all amounts then due; (b) the remaining Minimum Lease Payments in the Agreement's term [less any unearned finance, maintenance, and supply charges]; (c) a reasonable disengagement fee calculated by Xerox [the amount of such fee to be available from Xerox at any time upon request]; (d) the applicable Purchase Option; and (e) any applicable Taxes. When these amounts have been fully paid, title to the Equipment will transfer to you. 17. PROTECTION OF XEROX'S RIGHTS. Unless and until you purchase the leased Equipment, you hereby authorize Xerox or its agents to execute on your behalf all documents necessary to protect Xerox's rights as the Equipment Lessor (including the perfection of Xerox's purchase money security interest that shall attach to all Equipment for which the Purchase Option is a set dollar amount). 18. MISCELLANEOUS. This Agreement constitutes the entire agreement as to its subject matter, supersedes all prior and contemporaneous oral and written agreements, and shall be construed under the laws of the State of New York (without regard to conflict -of -law principles). Xerox may retain a reproduction (e.g., electronic image, photocopy, facsimile) of this Agreement which shall be considered an equivalent to the original; in addition, Xerox may accept this Agreement either by its signature or commencing performance (e.g.. Equipment delivery). All changes to this Agreement must be made in a writing signed by both parties: accordingly, any terms on your ordering documents shall be of no force or effect. In any action to enforce this Agreement, the parties agree to waive their right to a jury trial and to pay the prevailing party's costs and expenses, including reasonable attorneys' fees. SOFTWARE TERMS: The following additional terms apply only to transactions covering Application Software and/or Xerox -brand Printing System, DocuTech, Color, High - Volume and Digital Copier - Duplicator, or Document Centre Products: DocuBroker Form# 51860T &C (05/2001) 19. SOFTWARE LI °ENSE. The following terms apply to copyrighted software and the accompanying documentation, including but not limited to operating system software, provided with or within the Equipment ( "Base Software ") as well as software specifically set out as "Application Software" on the face of this Agreement. This license does not apply to any Diagnostic Software nor to any software and accompanying documentation made subject to a separate license agreement. A. Xerox grants you a non - exclusive, non - transferable license to use the Base Software within the United States, its territories, and possessions (the "United States ") only on or with the Equipment with which (or within which) it was delivered. For Application Software, Xerox grants you a non- exclusive, non - transferable license to use this software within the United States on any single unit of equipment for as long as you are current in the payment of any indicated software license fees (including any Annual Renewal Fees). You have no other rights to the Base or Application Software and, in particular, may not (1) distribute, copy, modify, create derivatives of, decompile, or reverse engineer this software; (2) activate any software delivered with or within the Equipment in an unactivated state; or (3) allow others to engage in same. Title to the Base and Application Software and all copyrights and other intellectual property rights in it shall at all times reside solely with Xerox and/or its licensors (who shall be considered third -party beneficiaries of this Agreement's software and limitation of liability provisions). B. Xerox may terminate your license for any Base Software (1) immediately if you no longer use or possess the Equipment or are a lessor of the Equipment and your first lessee no longer uses or possesses it or (2) upon the termination of any agreement under which you have rented or leased the Equipment. C. if you transfer possession of the Equipment, Xerox will offer the transferee a license to use the Base Software within the United States on or with. it, subject to Xerox's then - applicable terms and license fees, if any, and provided the transfer is not in violation of Xerox's rights. D. Xerox warrants that the Base and Application Software will perform in material conformity with its published specifications for a 90 -day period from the date it is delivered or, for software installed by Xerox; the date of software installation. Neither Xerox nor its licensors warrant that the Base or Application Software will be free from errors or that its operation will be uninterrupted. 20. SOFTWARE SUPPORT. During the period that Xerox provides Basic Services for the Equipment, Xerox will also provide software support for the Base Software under the following terms. For Application Software, Xerox will provide this same level of support provided you are current in the payment of all Initial License and Annual Renewal Fees (or, for programs not requiring Annual Renewal Fees, the payment of the Initial License Fee and the annual "Support Only" Fees): A. Xerox will assure that Base and Application Software performs in material conformity with its published specifications and will maintain a toll-free hotline during standard business hours to answer related questions. B. Xerox may make available new releases of the Base or Application Software that primarily incorporate coding error fixes and are designated as "Maintenance Releases ". Maintenance Releases are provided at no charge and must be implemented within six (6) months after being made available to you. Each new Maintenance Release shall be considered Base or Application Software governed by these Software Terms.. New releases of the Base or Application Software that are not Maintenance Releases, if any, may be subject to additional license fees at Xerox's then - current pricing and shall be considered Base or Application Software governed by these Software Terms (unless otherwise noted). You agree to return or destroy all prior releases. C. Xerox will use reasonable efforts, either directly and/or with its vendors, to resolve coding errors or provide workarounds or patches, provided you report problems in the manner specified by Xerox. D. Xerox shall not be obligated (a) to support any Base or Application software that is two or more generations older than Xerox's most current release or (b) to remedy coding errors if you have modified the Base or Application Software. E. Xerox may annually adjust the Annual Renewal and Support -Only Fees, each such increase not to exceed 10 %. (For state and local - government customers, this adjustment shall take place at the commencement of each of your annual contract cycles.) 21. DIAGNOSTIC SOFTWARE. Software used to maintain the Equipment and /or diagnose its failures or substandard performance (coller*:,,Piv 12/21/2001 "Diagnostic Software ") is embedded in, resides on, may be loaded onto the Equipment. The Diagnostic Software and method of entry or access to it constitute valuable trade secrets of Xerox. Title to the Diagnostic Software shall at all times remain solely with Xerox and/or Xerox's licensors. You agree that (1) your acquisition of the Equipment does not grant you a license or right to use the Diagnostic Software in any manner and (2) that unless separately licensed by Xerox to do so, you will not use, reproduce, distribute, or disclose the Diagnostic Software for any purpose (or allow third parties to do so). You agree at all times (including subsequent to the expiration of this Agreement) to allow Xerox to access, monitor, and otherwise take steps to prevent unauthorized use or reproduction of the Diagnostic Software. GOVERNMENTAL TERMS: The following additional terms apply only to state and local government customers: 22. A. B. GOVERNMENT CUSTOMER TERMS FUNDING. You state that it is your intent to make all payments required under this Agreement. In the event that (1) through no action initiated by you your legislative body does not appropriate funds for the continuation of this Agreement for any fiscal year after the first fiscal year and has no funds to do so from other sources and (2) you have made a reasonable but unsuccessful effort to find a viable assignee within your general organization who can continue this Agreement, this Agreement may be terminated. To effect this termination, you shall, 30 days prior to the beginning of the fiscal year for which your legislative body does not appropriate funds, send Xerox written notice stating that your legislative body failed to appropriate funds and that you have made the required effort to find an assignee. Your notice must be accompanied by payment of all sums then owed Xerox under this Agreement and must certify that the canceled Equipment is not being replaced by equipment performing similar functions during the ensuing fiscal year. In addition, you agree at your expense to return the Equipment in good condition to a location designated by Xerox and that, when returned, the Equipment will be free of all liens and encumbrances. You will then be released from your obligations to make any further payments to Xerox (with Xerox retaining all sums paid to date). TAX TREATMENT. This Agreement has been accepted on the basis of Xerox claiming any interest paid by you as exempt from federal income tax under Section 103(c) of the Internal Revenue Code of 1986. Should Xerox lose the benefit of this exemption as a result of your failure to comply with or be covered by Section 103(c) or its regulations, then, subject to the availability of funds and upon demand by Xerox, you shall pay. Xerox an amount equal to its loss in this regard. At the time of execution of this " Agreement, you shall provide Xerox with a properly prepared and executed copy of US Treasury Form 8038 or 8038 -GC. C. PAYMENT. Your payment is due within 30 days of our invoice date. ADDITIONAL TERMS: The following additional terms apply only to the extent that you have agreed to one or more of the options described below: 23. SUPPLIES INCLUDED IN BASE /PRINT CHARGES. If this option has been selected. Xerox will provide you with black toner, black developer, copy cartridges, and fuser ( "Consumable Supplies ") throughout the term of this Agreement. For full -color Equipment, Consumable Supplies shall also include color toner and developer. You agree that the Consumable Supplies are Xerox's property until used by you, that you will use them only with the Equipment, that you will return all Cartridges to Xerox for remanufacturing once they have been run to their cease - function point, and that you will return any unused Consumable Supplies to Xerox at the end of this Agreement. Should your use of Consumable Supplies exceed the typical use pattern (as determined by Xerox) for these items by more than 10 %, you agree that Xerox shall have the right to charge you for any such excess usage. 24. REPLACEMENT/MODIFICATION OF PRIOR XEROX AGREEMENT. If this option has been selected, this Agreement will replace or modify a prior agreement between you and Xerox covering the specified equipment. If it is a replacement agreement, the prior agreement shall be null and void. If it is a modification. the prior agreement shall remain in effect except that any new terms presented in this modification agreement (e.g., price, duration, configuration) shall take precedence over the prior terms for the balance of the Agreement. In addition, modifications requiring a reamortization of your payments may include a one -time administrative /processing charge which will appear on your first bill under this revised arrangement. 25. XEROX AS FINANCIAL INTERMEDIARY. If this option has been selected, you are leasing specifically identified products that were selected by you .t and that are not sold by Xerox to the normal course of its business. With regard to these products, you agree that Xerox is leasing them to you "As Is" and without warranty or liability (either direct or indirect) of any kind. As such, and with regard to these products, YOU HEREBY WAIVE THE IMPLIED WARRANTY OF MERCHANTABILITY. Xerox assigns to you, to the extent assignable, any warranty rights it has to these products (which rights shall revert to Xerox if you breach this agreement). You agree (a) that these products are not covered by Xerox's obligation to provide Basic Services; (b) to maintain a service agreement for these products with a service provider acceptable to Xerox throughout this Agreement's term; (c) to pay all personal property taxes related to these products; and (d) to assign to Xerox any rights you have to these products until title passes from Xerox to you (which, subject to any software licenses surrounding the acquisition of these products, shall occur when you obtain title to all Xerox Equipment covered by this Agreement). 26. FINANCED SOFTWARE TOTAL. If this option has been selected, the initial license fees for any Application Software set forth in this Agreement shall be paid for through your Minimum Lease Payments. If you breach this license or any of your obligations regarding the Equipment, the full amount of the initial license fees shall be immediately due and payable. 27. FINANCED SUPPLIES TOTAL. If this option has been selected, the cost of any supplies you have purchased under this Agreement shall be paid for through your Minimum Lease Payments. If you breach any of your obligations regarding the Equipment, the full amount of the supply costs shall become immediately due and payable. 28. REFINANCE OF PRIOR AGREEMENT, If this option has been selected, the balance of your prior indicated agreement with Xerox or a third - party shall be paid for through your Minimum Lease Payments. If your prior agreement is with a third -party, you hereby acknowledge that you have the right to terminate the agreement and agree to provide a statement from the third -party identifying the equipment at issue and the amount to be paid off (as well as a statement from you identifying the payee and mailing address for your payoff check). If your prior agreement was with Xerox, the use of this refinance option shall render your prior agreement null and void. If you breach this Agreement, the full amount of your prior agreement balance shall be immediately due and payable. 29. ADJUSTMENT PERIOD. If this option has been selected, your Minimum Lease Payment and/or Print Charges shall be adjusted in accordance with the information contained in the Adjustment Period portion of this Agreement; as a result, your initial payment(s) shall be different from those payable during the balance of this Agreement. 30. K -16 BILLING SUSPENSION. If this option has been selected, the Maintenance Component of your Minimum Lease Payment and Print Charges will be suspended each year during the months indicated. During these months, you agree not to use the Equipment and that Xerox shall not be responsible for providing Basic Services on it. 31. TRADE -IN EQUIPMENT. If this option has been selected, you are providing equipment to Xerox as part of this Agreement ( "Trade -In Equipment ") and the following shall apply: A. TITLE TRANSFER. You warrant that you have the right to transfer title to the Trade -In Equipment and that it has been installed and performing its intended function for the previous year at the address where the replacement equipment is to be installed. Title and risk of loss to the Trade -In Equipment shall pass to Xerox when Xerox removes it from your premises. B. CONDITION. You warrant that the Trade -In Equipment is in good working order, has not been modified from its original configuration (other than by Xerox), and has a UL label attached. You agree to maintain the Trade -In Equipment at its present site and in substantially its present condition until removed by Xerox. C. ACCRUED CHARGES. You agree to pay all accrued charges for the Trade -In Equipment up to and including payment of the Final Principal Payment Number and to pay all maintenance, administrative, supply and finance charges for this equipment through the date title passes to Xerox. 32. RUN LENGTH PLAN. If this option has been selected, the first ten prints of each original (per ntn) are recorded and billed on both meters with all subsequent prints recorded and billed on Meter A only. (Note that if a 5090 family product covered by this plan has its document handler left open, all affected copies will be recorded and billed on both meters.) 33. FIXED PRICE PLAN. If this option has been selected. Xerox will forego its right to increase the Maintenance Component throughout the initial term of this Agreement. DocuBroker Form#i 51860T &C (05/2001) 12/21/2001 X34. PER -FOOT PRICING. If this option ha n selected, all Print Charges will be billed on a per -foot basis, with each linear foot equal to one print. 35. EXTENDED SERVICE HOURS. If this option has been selected, Xerox will provide Basic Services during the hours indicated, with the first number establishing the number of eight -hour shifts covered and the second establishing the days of the week (e.g., 2 x 6 would provide service from 8:00 A.M. to 11:59 P.M., Monday through Saturday). The cost of this enhanced service coverage will be billed separately and, as such, is not included in your Minimum Lease Payment or Print Charges. 36. ATTACHED ADDENDA. If this option has been selected, you acknowledge that one or more specified addenda (as indicated) have been provided to you. These addenda, which provide additional terms relevant to the transactions covered hereunder, are hereby fully integrated into this Agreement. 37. NEGOTIATED CONTRACT. If this option has been selected, this Agreement is subject to the terms contained in the identified Negotiated Contract. If the terms contained in this Agreement conflict with those contained in the Negotiated Contract, the terms of the Negotiated Contract shall prevail. DOcuBroker FOmi4 51860T &C (05/2001) 12/21/2001 ,3 r Notwithstanding anything to the contrary contained in the terms attached hereto, county shall have no obligations under this agreement, nor shall any payment be made to vendor in respect of any period after December 31, 2002, during the term of this agreement, without appropriation therefore by the county in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of Article 25 of Title 30 of The Colorado revised Statutes, the Local Government Budget Law (C.R.S. 29 -1 -101 et seq.) and the Tabor Amendment (Constitution, Article X, SEC. 20).