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Home My WebLink AboutC02-040 Xerox Sales/Maintenance agreement for Attorneys Office�t Product with serial number, if in place equipment) Qty SALE / MAINTENANCE AGRE NT C) THE DOCUMENT COMPANY (THIS AGREEMENT CONSISTS OF THIS FACIE AND ADDITION? L PAGES) XEROX Down Payment 1/17/200211:28:48 Worksheet: C97995 Unit: 1 Customer Legal Name (Bill to) EAGLE COUNTY Check all that apply Name Overflow (if needed) STATE OF COLORADO 0 Tax Exempt (Sales Tax Exemption Certificate Attached) Street Address PO BOX 850 ❑ Assoc. /Coop. Name: Box # /Routing ❑ Negotiated Contract #: City, State EAGLE, CO ❑ Attached Customer P.O. #s: Supplies: Zip Code 81631- Sale: Maint.: Tax ID# 95123545 ❑ State or Local Government Customer Customer Name (Install) EAGLE COUNTYY 19 Replacement/Modification of Prior Xerox Agreement Name Overflow (if needed) STATE OF COLORADE Agreement covering Xerox Equipment Serial# (or 95 #): NM9006328 Installed at Street Address 500 BROADWAY is hereby 19 modified ❑ replaced. Effective Date: 01/17/2002 Floor /Room/Routing ATTORNEYS DEPT Comments: City, State EAGLE, CO L3 Installment Sales Information Total Int. Zip Code 81631- Install. Sale Term: mo. Int. Rate: % Payable: $ County Installed In Eagle ❑ Prepaid Invoice: months Customer Requested Install Date 02/07/2002 ❑ Refin. of Prior Agrmt.: ❑ Xerox (95 #) : ❑ 3rd Party Eq. ❑ Amt Refin: $ Int Rate: % Total Int Payable: $ ❑ XBS Contract #: - ❑X Maintenance Information Maintenance Term : 12 months $ ❑ Supplies included in Base /Print Charges f aeh Rnla /lnstallmrnt Snle _ Pavment information Product with serial number, if in place equipment) Qty Prey Install Fin'l Interm Warr # mo List Price (Total) Down Payment Total Discount Inc. Trade -In Net Price Total NM9006328 I ❑ ❑ _ $ $ 1,150.00 $ $ $ 1,150.00 1)DC32FINST $ El ❑ Prints - $ $ $ $ $ Prints - ❑ ❑ $ $ $ $ $ Prints 1 - $ ❑ ❑ Prints $ $ $ $ (based on Meter 1 Print Charges) ❑ ❑ 1 1$ Is $ $ $ : MONTHLY INSTALLMENT SALE PAYMENT (excl. of applic. Taxes) Payment Frequency L1 Monthly nn.0 _. Maintenance Agreement Price Information Monthly Base Charge $ Print Charge Meter 1: ME15offm Prints I - + Is Prints $ Print Charge Meter 2: Prints I - $ Prints Mo. Min.# of Prints (based on Meter 1 Print Charges) ❑ Purchased Sunnlies ❑ Cash ❑ Fin'd Reorder # Qty Payment Mode ❑ Advance ❑ Arrears ❑ Adjustment Period (Maintenance Agreement Only) AnnualRenewalFee ❑ Sunnnrt Only Period A - Mos. Affected: - Period B - Mos. Affected: Description: Monthly Base Charge $ Monthly Base Charge _ $ Print Charge Meter 1: Print Charge Meter 1: ?1i Prints I - $ Prints I - $ Prints - $ Prints - $ Prints - $ Prints - $ Print Charge Meter 2: $ Print Charge Meter 2: Prints 1 - $ Prints 1 - $ Prints - $ Prints $ Mo. Min.# of Prints Mo. Min.# of Prints (based on Meter 1 Print Charges) (based on Meter 1 Print Charges) ❑ Annlication Software Reorder # Qty Description Price Software Title $ Initial License Fee ❑ Cash ❑ Finance AnnualRenewalFee ❑ Sunnnrt Only ❑ Quarterly Bill Plan ❑ Extended Service Hours: Description: / $ 0 mo. ❑ Std. Maint. Agrmt.: $ 0 /year Total Allowance = $ Total Price = $ Total Initial License Fees = $ ❑ Trarle -in Allnwance Final Princinal Pavment# Manufacturer Model/Serial # Allowance ❑ Per -Foot Pricing ❑ Annual Bill Plan ❑ Quarterly Bill Plan ❑ Extended Service Hours: Description: / $ 0 mo. ❑ Std. Maint. Agrmt.: $ 0 /year Total Allowance = $ Total Allowance Applied to: ❑Trade -In Equip. Balance $ El Price ofReplcmt. Equip. $ ❑ K -16 Billing Suspension (check I as required) Months affected ❑ June only ❑ July only ❑ August only ❑ June - July ❑ July - August Agreement Presented By: Customer: Name Chris Aubel Phone (970)845-7870 Name Mike Gallagher Xerox Corporation - eceptance By: / Title Board Chairman / Name Date //,17/197— E -Mail Signature Signature DocuBroker Form# 51858 (01/2002) 1/17/2002 Additional Options (check all that apply) ❑ Run Length Plan ❑ Fixed Price Plan ❑ Per -Foot Pricing ❑ Annual Bill Plan ❑ Quarterly Bill Plan ❑ Extended Service Hours: Description: / $ 0 mo. ❑ Std. Maint. Agrmt.: $ 0 /year ❑ Attached Addenda: (970)328 -8605 Page 1 of 5 GENERAL TERMS: The following terms apply to all sale and maintenance transactions: 1. PRODUCTS. "Products" refers to all equipment ( "Equipment "), as well as 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. A. B. PAYMENT & TAXES. 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. BASIC SERVICES. Xerox will provide the following Basic Services under an express warranty or maintenance agreement: A. 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. B. 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). C. 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. D. 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 replacement product shall be subject to these same terms and conditions including any remaining warranty period. 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. PCIWORKSTATION 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 (1) has been provided by Xerox or (2) meets Xerox's published specifications. 4. INTELLECTUAL PROPERTY INDEMNITY. Xerox will defend 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. 5. 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. In addition, XEROX DISCLAIMS THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. 6. ASSIGNMENT. You may not assign any 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. 7. 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 X agree to waive their right to a jury trial and to pay the prevailing party's costs and expenses, including reasonable attorneys' fees. SALE TERMS: The following additional terms apply only to sale transactions: 8. TITLE, RISK, AND RELOCATION. For Equipment purchased outright, title will pass to you upon payment in full and risk of loss will pass to you upon shipment from a Xerox controlled facility. For Equipment purchased on an installment basis, title and risk of loss will pass to you upon shipment from a Xerox controlled facility. Until you have paid for the Equipment in full, all Equipment relocations must be arranged (or approved in advance) by Xerox. All parts /materials replaced as part of an upgrade will become Xerox's property. 9. WARRANTY. Any warranty to which you are entitled shall commence upon installation (except for products designated as Customer Installable for which the warranty will commence upon shipment from a Xerox - owned facility). Warranty coverage for any product utilizing Cartridges is conditioned upon your using only unmodified cartridges purchased directly from Xerox or its authorized resellers in the United States. 10. 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. 11. 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 and indemnify you if any Product is alleged to infringe someone else's U.S. intellectual property rights provided you promptly notify Xerox of the alleged DocuBroker Form# 51858t &c (05 /2001) 1/17/2002 Page 2 of 5 12. CREDIT HISTORY. As part of this transaction, Xerox may investigate your credit history. Unless you have already paid in full, and 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. 13. NON- CANCELABLE AGREEMENT, PREPAYMENT AND BREACH OF INSTALLMENT SALES. A. THIS AGREEMENT 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 AGREEMENT. B. You may prepay your remaining principal balance on Equipment purchased on an installment basis at any time, thereby eliminating your obligation to pay future finance charges. C. 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 any of its other remedies (including the cessation of Basic Services), may require immediate payment of (a) the entire unpaid principal balance; (b) late charges equal to 10% of the amount due or $25.00, whichever is higher (not to exceed the maximum amount permitted by law); and (c) 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). 14. INSURANCE AND SECURITY INTEREST ON INSTALLMENT- PURCHASED EQUIPMENT. You agree to maintain fire, theft and extended coverage insurance on Equipment purchased on an installment basis (which shall name Xerox as an additional insured). Until you make your final installment payment for this Equipment, Xerox shall have a purchase money security interest in it. You hereby authorize Xerox or its agents to execute on your behalf all documents necessary to perfect this interest. MAINTENANCE TERMS: The following additional terms apply only to maintenance transactions: PRICING CHANGES FOR MULTI -YEAR AGREEMENTS. Xerox may annually adjust the Monthly Base and Print Charges established under your multi -year maintenance agreement, 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.) 16. COMMENCEMENT, EXPIRATION, AND BREACH. Maintenance agreements will commence at the end of any warranty period and expire on the last day of the 12th, 24th, 36th, 48th or 60th full calendar month thereafter, as applicable. If you breach this maintenance agreement, Xerox, in addition to its other remedies, may require immediate payment of all amounts then due and reasonable liquidated damages to be calculated as the lesser of the remaining Minimum Monthly Maintenance Payments in the Agreement's term or 6 such payments for one -year agreements (and 12 such payments for multi -year agreements). The Minimum Monthly Maintenance Payment shall consist of (1) any Monthly Base Charge and (2) any Monthly Minimum Number of Prints multiplied by the applicable Meter 1 Print Charge(s). 17. RENEWAL. Each maintenance agreement will be renewed automatically for successive terms of the same number of months as the initial term unless a written notice of cancellation is received from you (or provided to you by Xerox) prior to expiration of the then - current term. Pricing for this renewal term shall be at Xerox's then - current published pricing. 18. BILLING. Minimum Monthly Maintenance Payments are billed in advance, with additional Print Charges billed in arrears. For full -color equipment, color prints are counted on Meter 1. 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: 19. SOFTWARE LICENSE. 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 C111 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 Applications 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 other wise noted). You agree to return or destroy all prior releases. C. Xerox will use reasonable efforts, either directly and/or with its vendors, 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 (collectively "Diagnostic Software ") is embedded in, resides on, or 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 DocuBroker Form# 51858t &c (05/2001) 1/17/2002 Page 3 of 5 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. GOVERNMENT CUSTOMER TERMS A. 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). B. 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 AND BILLING. Your payment is due within 30 days of our invoice date. All maintenance charges under this Agreement will be billed in arrears. This Agreement shall not be automatically renewed. 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. PREPAID INVOICE. If this option has been selected, you will not be required to pay your Monthly Installment Sale Payment during the initial number of months indicated. 24. 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 your Maintenance 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 Maintenance 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. 25. 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 installment sale payments may include a one -time administrative /processing charge which will appear on your first bill under this revised arrangement. C 26. XEROX AS FINANCIAL INTERMEDIARY. If this option has been selected, you are purchasing on an installment basis specifically identified products that were selected by you and that are not sold by Xerox in the normal course of its business. With regard to these products, you agree that Xerox is selling 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 shall pass 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). 27. FINANCED SOFTWARE TOTAL. If this option has been selected, the initial license fees for any Application Software set forth in this Agreement shall be included in the amount financed on an installment basis and be paid for through your Monthly Installment Sale Payments. If you breach this software license or any of your obligations regarding the Equipment, the full amount of the initial license fees shall be immediately due and payable. 28. FINANCED SUPPLIES TOTAL. If this option has been selected, the cost of any supplies you have purchased under this Agreement shall be included in the amount financed on an installment basis and shall be paid for through your Monthly Installment Sale Payments. If you breach any of your obligations regarding the Equipment, the full amount of the supply costs shall become immediately due and payable. 29. 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 included in the amount financed on an installment basis and shall be paid for through your Monthly Installment Sale 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. 30. ADJUSTMENT PERIOD. If this option has been selected, the amount you pay Xerox to maintain the Equipment will be adjusted in accordance with the information contained in the Adjustment Period portion of this Agreement; as a result, your initial monthly maintenance payments shall be different from those payable during the balance of this Agreement. 31. K -16 BILLING SUSPENSION. If this option has been selected, your Minimum Monthly Maintenance 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. 32. 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. 33. RUN LENGTH PLAN. If this option has been selected, the first ten prints of each original (per run) are recorded and billed on both meters with all subsequent prints recorded and billed on Meter A only. (Note that if a 5090 DocuBroker Form# 51858t &c (05/2001) 1/17/2002 Page 4 of 5 family product covered by this plan has its document handler left open, all affected copies will be recorded and billed on both meters.) i.� 34. FIXED PRICE PLAN. If this option has been selected, Xerox will forego its right to increase the amount you pay Xerox to maintain the Equipment throughout the initial term of this Agreement. 35. PER -FOOT PRICING. If this option has been selected, all Print Charges will be billed on a per -foot basis, with each linear foot equal to one print. 36. ANNUAL CHARGE PLAN. If this option has been selected, the Base Charge for your maintenance plan will be billed annually in advance. 37. 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 Monthly Maintenance Payment or Print Charges. 38. STANDARD MAINTENANCE AGREEMENT. If this option has been selected, Xerox will provide Basic Services for the Equipment subject to your payment of the indicated annual charge (which in all cases is nonrefundable) along with a standardized per -call charge established by Xerox (which is subject to adjustment by Xerox at its discretion). 39. 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. 40. 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 Form# 51858t &c (05/2001) 1/17/2002 Page 5 of 5 f _ 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).