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LEASE AGREEMENT XERO~
Full Legal Name
Customer Name (BillID) EAGLE COUNTY Cbeck all tbat apply
DBA/Name Overflow STATE OF COLORADO o AssocJCoop. Name:
Street Address PO BOX 850 OONegotiated Contract #:072077700 o DSA Contract #: -
Box#/Routing OValue Added Services:
City, State EAGLE, CO o Attached Customer P.O. #s: Supplies:
Zip Code 81631-0850 Lease:
Tax ID# IBI State or Local Government Customer
Customer Name (Install) EAGLE COUNTYY Int. Rate: % Total Int. Payable: $
o Replacement/Modification of Prior Xerox Agreement
DBA/Name Overflow (ifreq'd) STATE OF COLORADEl Agreement covering Xerox Equipment Serial# (or 95#):
Installed at Street Address 500 BROADWAY is hereby 0 modified 0 replaced Effective Date:
Floor/Room/Routing ATTORNEYS DEPT Comments:
City. State EAGLE, CO Lease Information Lease Term : 42 months
Zip Code 81631- IBISupplies included in Base/Print Charges
County Installed In Eagle o Refin. of Prior Agm1t. :0 Xerox (95#): o 3rd Party Eq.
Customer Requested Install Date 01102/2006 Amt Refin: $ Int Rate: % Totallnt Payable: $
-
Lease Payment InformatIOn
Product Purchase Down Prev Fin'l Min. Lease Payment Freq.
(with serial number, if in place equipment) Option Payment Install Interm (periodic, excluding excess meter charges)
WCP245H WCP245 PTR/SCN/HCF ~FMV o Monthly OQuarterly
112000FCFIN Il3HOLE llPWM ~ o Semi-Annual OAnnual
Customer Ed ~ o Other
Analyst Services ~
l$ Min. Lease Payment Mode
$ 281.55 : MINIMUM LEASE PAYMENT (excl. ofapplic. taxes) OAdvance o Arrears
Price Information 0 Adjustment Period
Period A - Mos. Affected: Period B - Mos. Affected:
Periodic Base Charge Periodic Base Charge Periodic Base Charge
Print Charge Meter I: Print Charge Meter I: Print Charge Meter I:
Prints I - Prints I - Prints I -
Prints Prints Prints
Prints Prints - Prints
Print Charge Meter 2: Print Charge Meter 2: Print Charge Meter 2:
Prints I - Prints I - Prints I -
Prints Prints Prints
Periodic Min.# of Prints Periodic Min.# of Prints Periodic Min.# of Prints
(based on Meter I Print Charges) (based on Meter I Print Charges) (based on Meter I Print Charges)
o Purchased Supplies o Cash 0 Fin'd 0 ApplicatIon Software
Reorder # Qtv Description rice Software Title nitial License Fee Annual Renewal Fee
o Cash o Finance o SUDoort On Iv
Total Price = Total Initial License Fees =
o Trade-In Allowance o K-16 Billing Additional Options (check all that apply)
Manufacturer Model/ Final Allowance Suspension o Run Length Plan IBIFixed Price Plan
Serial # Princi al Pa ment #: (check I as required) o Per-Foot Pricing
XEROX NM9006328 Months affected o Extended Service Hours:
0 June only Description: / $ Omo.
0 July only IBIAttached Addenda: 54 l OOSLG( I)
Total Allowance = 0 August only
Total Allowance Applied to: OTrade-In Equip. Balance: 0 June - July o Other Addenda:
OPrice of Replcmnt. Equip.: 0 July - August
CliSTOMER ACKNOWLEDGES RECEIPT OF THE TERMS OF THIS
AGREEME.NT (C"","IC>H:''Y''l''lr'' 6\17 "'J p,t.rr:c '~f'1 finlJILr. Tut~ t'i.ct;' P,i.CF:j
Aulh. Signer Name: Eagle Cou -
\cccpfcd' Signature:~
H)
~328-3580
IItlc Sl.
Auth. Signer Title: By Chairman
Worksheet 1327229 Unit J I 1200(11)2351 eagleis@eaglecounty.us -
E-Mail:
www.xerox.com ggTax Exempt (*Mustattach Sales Tax Exemption Certificate) -
Xerox Form# 51860 (05/2005) II II2006 Page I on
GENERAL TERMS: The following terms apply to all lease transactions: additional charge for the replacement product and. except as set forth in the sectiol
of this Agreement titled "MAINTENANCE COMPONENT PRICE INCREASES"
1. PRODUCTS. The term "Products" shall refer collectively to all equipment (the there will not be an additional charge for Basic Services during the then-curren',
"Equipment"). software, and supplies ordered under this Agreement. You represent term during which Basic Services are being provided.
that the Products are being ordered for your own business use (rather than resale) E. CARTRIDGE PRODUCTS. If Xerox is providing Basic Services for
and that they will not be used for personal, household or family purposes. Equipment utilizing cartridges designated by Xerox as customer replaceable units.
2. NON-CANCELABLE LEASE. THIS AGREEMENT IS A LEASE AND IT including copy/print cartridges and xerographic modules or fuser modules
CANNOT BE CANCELED OR TERMINATED EXCEPT AS EXPRESSLY ("Cartridges"), you agree to use only unmodified Cartridges purchased directly
PROVIDED HEREIN, AND YOUR OBLIGATION TO MAKE ALL PAYMENTS from Xerox or its authorized resellers in the United States and the failure to use
DUE OR TO BECOME DUE SHALL BE ABSOLUTE AND UNCONDITIONAL such Cartridges shall void any warranty applicable to such Equipment.
AND SHALL NOT BE SUBJECT TO ANY DELAY, REDUCTION, SET-OFF. F. PC/WORKST A TION REQUIREMENTS. In order to receive Basic Services
DEFENSE.. COUNTERCLAIM OR RECOUPMENT FOR ANY REASON and/or Software Support for Equipment requiring connection to a PC or
WHATSOEVER, IRRESPECTIVE OF XEROX'S PERFORMANCE OF ITS workstation, you must utilize a PC or workstation that either (I) has been provided
OBLIGATIONS HEREUNDER. ANY CLAIM AGAINST XEROX MAYBE by Xerox or (2) meets Xerox's published specifications.
ASSERTED SOLELY AGAINST XEROX IN A SEPARATE ACTION. G. DELIVERY AND REMOVAL. Xerox will be responsible for all standard
3. LEASE COMMENCEMENT, PAYMENT, TAXES & CREDIT HISTORY. delivery and removal charges. You will be responsible for any non-standard
A. The lease term for this Agreement shall commence upon installation of the delivery or removal charges incurred.
Equipment; provided, however, for customer-installable Equipment, the lease term 5. WARRANTY DISCLAIMER & WAIVERS. XEROX DISCLAIMS, AND
for this Agreement shall commence upon delivery of the Equipment. YOU WAIVE, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT AND
B. Invoices are payable upon receipt and you agree to pay Xerox each Minimum FITNESS FOR A PARTICULAR PURPOSE. The parties intend this Agreement to
Lease Payment. all Print Charges and all other sums due as follows: (i) if the be a "finance lease" under Article 2A of the Uniform Commercial Code. Except to
invoice displays a due date, payment is due and must be received by Xerox on or the extent expressly provided. herein and to the extent permitted by applicable law,
before said due date, or (ii) if the invoice does not display a due date, payment is you waive all rights and remedies conferred upon a lessee by said Article.
due and must be received by Xerox no later than thirty (30) days after the invoice 6. INTELLECTUAL PROPERTY INDEMNITY. Xerox, at its expense, will
date. Restrictive covenants on instruments or documents submitted for or with
payments you send to Xerox will not reduce your obligations. defend you from, and pay any settlement agreed to by Xerox or any final judgment
for, any claim that a Xerox-brand Product infringes a third party's U.S. intellectual
C. You shall be responsible for any and all applicable Taxes, which will be property rights. provided you promptly notifY Xerox of the alleged infringement
included in Xerox's invoice unless you provide proof of your tax exempt status. and pennit Xerox to direct the defense. Xerox is not responsible for any non-Xerox
"Taxes" shall mean any tax, assessment or charge imposed or collected by any litigation expenses or settlements unless it preapproves them in writing. To avoid
governmental entity or any political subdivision thereot: however designated or infringement, Xerox may modifY or substitute an equivalent Xerox-brand Product,
levied, imposed on this Agreement or the amounts payable to Xerox by you for the refund the price paid for the Xerox-brand Product (less the reasonable rental value
billing of Products, Print Charges, services and maintenance of any kind; Taxes for the period it was available to you), or obtain any necessary licenses. Xerox is
include, but are not limited to, sales and use, rental, excise, gross receipts and not liable for any infringement-related liabilities outside the scope of this Section
occupational or privilege taxes, plus any interest and/or penalty thereon, but including, but not limited to, infringement based upon a Xerox-brand Product being
excluding any personal property taxes and taxes on Xerox's net income. If a taxing modified to your specifications or being used or sold with products not provided by
authority determines that Xerox did not collect all applicable Taxes, you shall Xerox.
remain liable to Xerox for such additional Taxes. 7. LIMIT A TION OF LIABILITY. Xerox shall not be liable to you for any direct
D. You, to the extent required by applicable law, authorize Xerox (or its agent) to damages in excess of $10,000 or the amounts paid hereunder, whichever is greater,
obtain credit reports, make such other credit inquiries as Xerox may deem necessary and neither party shall be liable to the other for any special, indirect, incidental,
at any time, furnish payment history information to credit reporting agencies, and consequential or punitive damages arising out of or relating to this Agreement,
release to prospective assignees of this Agreement or any rights hereunder credit- whether the claim alleges tortious conduct (including negligence) or any other legal
related infonnation Xerox has about you and this Agreement. theory . The above-stated limitation of liability shall not be applicable to any
4. BASIC SERVICES. As a mandatory part of a lease, Xerox (or a designated specific indemnification obligations set forth in this Agreement. Any action you
servicer) will provide the following Basic Services under this Agreement (unless take against Xerox must be commenced within two (2) years after the event that
you are acquiring Equipment for which Xerox does not offer Basic Services; such caused it.
Equipment to be designated as "No Svc."): 8. ASSIGNMENT.
A. REPAIRS & PARTS. Xerox will make repairs and adjustments necessary to A. If you wish to assign any rights or obligations under this Agreement, you shall
keep Equipment in good working order (including such repairs or adjustments provide a written notice to Xerox of such request for consent, with said notice
required during initial installation). Parts required for repair may be new, including the name of the proposed assignee. Your request to assign this
reprocessed. or recovered. Agreement will be granted by Xerox if: (1) you are not in default under this
B. HOURS & EXCLUSIONS. Unless otherwise stated. Basic Services will be Agreement or any other agreement with Xerox; (2) the proposed assignee agrees to
provided during Xerox's standard working hours (excluding Xerox-recognized the section of this Agreement titled "LEASE COMMENCEMENT, PAYMENT,
holidays) in areas within the United States, its territories. and possessions open for TAXES & CREDIT HISTORY" as applicable to it, for the purposes of the
repair service for the Equipment at issue. You agree to give Xerox reasonable proposed assignment; (3) the proposed assignee meets Xerox's then current credit
access to the Equipment. Basic Services shall cover repairs and adjustments criteria for similar transactions as determined by Xerox in its sole discretion; and,
required as a result of nonnal wear and tear or defects in materials or workmanship (4) you and the proposed assignee execute a writing. in a fonn acceptable to Xerox,
(and shall exclude repairs or adjustments Xerox determines to relate to or be confirming said assignment. Assignment by you requires the written consent of
affected by the use of options, accessories, or other connected products not serviced Xerox and may not be accomplished by operation oflaw.
by Xerox, as well as any non-Xerox alterations, relocation, service, supplies. or B Xerox may assign this Agreement, in whole or in part. to a parent, subsidiary or
consumables). You agree to use Equipment in accordance with, and to perform all affiliate of Xerox. or to a person or entity tor the purposes of securitizing a pool of
operator maintenance procedures for Equipment as set forth in, the applicable assets or as part of a third party financial transaction without prior notice to you;
manuals provided by Xerox. provided, however, any proposed assignment to a person or entity not identified
C. INSTALLATION SITE & METER READINGS. The Equipment installation previously in this sentence shall require your prior written consent. In the event of
site must confonn to Xerox's published requirements throughout the tenn of this an assignment permitted by the preceding sentence, Xerox, without notice to you,
Agreement. If applicable, you agree to provide meter readings in the manner may release infonnation it has about you related to this Agreement. Each
prescribed by Xerox. If you do not provide Xerox with meter readings as required, successive assignee of Xerox shall have all of the rights but none of the obligations
Xerox may estimate them and bill you accordingly. of Xerox hereunder. You shall continue to look to Xerox for perfonnance of
D. EQUIPMENT REPLACEMENT. If Xerox is unable to maintain the Xerox's obligations, including the provision of Basic Services, and you hereby
Equipment as described above, Xerox will, as your exclusive remedy for Xerox's waive and release any assignees of Xerox from any such claim relating to or arising
failure to provide Basic Services, replace the Equipment with an identical product from the perfonnance of Xerox's obligations hereunder. You shall not assert any
or, at Xerox's option, another product of equal or greater capabilities. If a defense, counterclaim or setoff that you may have or claim against Xerox against
replacement product is provided pursuant to this Section, there will not be an
Xerox Fonn# 5 1 860t&c (05/2005) 1/1/2006 Page 2 00
any assignees of Xerox, In the event of an assignment by Xerox, you shall remit 14, EQUIPMENT STATUS. Unless you are acquiring Previously Installe(
payments due in accordance with remittance instructions of the assignee, Equipment, Equipment will be either (a) "Newly Manufactured", which mal
9, MINIMUM LEASE PAYMENTS, Each Minimum Lease Payment (which contain some recycled components that are reconditioned; (b) "Factory Producec
may be billed on more than one invoice) includes a Periodic Base Charge. and may New Mode)"', which is manufactured and newly serialized at a Xerox factory, add;
include a Periodic Minimum Number of Prints, The Minimum Lease Payments, functions and features to a product previously disassembled to a Xerox
along with any additional Print Charges for prints made in excess of the Minimum predetermined standard. and contains both new components and recycled
Number of Prints, cover your cost for the use of the Equipment and its maintenance components that are reconditioned; or, (c) "Remanufactured" which has been
(provided as Basic Services), lactory produced following disassembly to a Xerox predetermined standard and
contains both new components and recycled components that are reconditioned.
10, MA1NTENANCE COMPONENT PR1CE lNCREASES, Xerox may annually 15. LEASE OPTIONS, The following options are available for Equipment subject
increase that amount of the Minimum Lease Payment and Print Charges you are
charged for maintenance of the Equipment (the "Maintenance Component"), each to this Agreement
such increase not to exceed J 0%, (For state and local govemment customers, this A. PURCHASE OPTION, If not in default. you may purchase the Equipment, "AS
adjustment shall take place at the commencement of each of your annual contract IS, WHERE-IS" and WITHOUT ANY WARRANTY AS TO CONDITION OR
cycles, ) VALUE: (i) at the end of the lease term for the Purchase Option indicated on the
11. TITLE. RISK & RELOCATION, Title to the Equipment shall remain with face of this Agreement (i,e, either a set dollar amount or the Fair Market Value of
Xerox until you exercise your option to purchase it Until you exercise your option the Equipment at the lease term's conclusion ["FMV"j), plus all applicable Taxes,
to purchase the Equipment, you agree that: (a) it shall remain personal property; (b) or (ii) any time during the lease term by paying: (I) all amounts then due; (2) the
you will not attach any of it as a fixture to any real estate; (c) you will not pledge, remaining Minimum Lease Payments in the Agreement's term less any unearned
sub-lease or part with possession of it or file or permit to be filed any lien against it; finance, maintenance, and supply charges (as reflected on the lessor's books and
and, (d) you will not make any permanent alterations to it The risk of loss due to records); (3) a reasonable disengagement fee calculated by Xerox that will not
your fault or negligence, as well as theft, fire or disappearance, shall pass to you exceed fifteen percent (15%) of the amount in (2) above (said amount is available
upon shipment from a Xerox controlled facility, The risk of loss due to all other from Xerox upon request); (4) the applicable Purchase Option; and (5) all
causes shall remain with Xerox unless and until you exercise your option to applicable Taxes,
purchase the Equipment. Until title passes to you, all Equipment relocations must B. RENEWAL. Unless either party provides notice at least thirty (30) days before
be arranged (or approved in advance) by Xerox and shall be at your expense, While the end of the lease term of its intention not to renew this Agreement, it will be
Equipment is being relocated, you are responsible for all payments required to renewed automatically on a month-to-month basis at the same price, terms and
Xerox under this Agreement. Equipment cannot be relocated outside of the United conditions and billing frequency as the original Agreement During this renewal
States, its territories or possessions until you have exercised the Purchase Option period, either party may terminate this Agreement upon at least thirty (30) days
indicated in this Agreement. If you acquire title to the Equipment, you must comply notice,
with all applicable laws and regulations regarding the export of any commodity, C. LEASE TERM1NA TION, Upon termination pursuant to B. above, and if you
technology and/or software. All parts/materials replaced, including as part of an have not purchased the Equipment, you shall make the Equipment available for
upgrade. will become Xerox' s property, removal by Xerox when requested to do so by Xerox and, at the time of removal,
12, DEFAULT & REMEDIES; LATE CHARGES & COLLECTION COSTS, the Equipment shall be in the same condition as when delivered (reasonable wear
A. For any payment not received by Xerox within ten (10) days of the due date as and tear excepted), together with any related software,
set forth herein. Xerox may charge, and you agree to pay, a late charge equal to the 16, PROTECTION OF XEROX'S RIGHTS, You hereby authorize Xerox or its
higher of five percent (5%) of the amount due or $25 (not to exceed the maximum agents to file, by any permissible means, financing statements necessary to protect
amount permitted by law) as reasonable collection costs, Xerox's rights as the Equipment Lessor. Xerox, on your behalf and at your
B. You will be in default under this Agreement if (I) Xerox does not receive any expense, may take any action required to be taken by you under this Agreement that
payment within fifteen (15) days after the date it is due or (2) if you breach any you fail to take.
other obligation hereunder. If you default, Xerox, in addition to its other remedies 17, REPRESENT A TIONS, WARRANTIES & COVENANTS, Each party
(including the cessation of Basic Services), may require immediate payment, as represents that, as of the date of this Agreement, it has the lawful power and
liquidated damages for loss of bargain and not as a penalty. of: (a) all amounts then authority to enter into this Agreement, the individuals signing this Agreement are
due, plus interest on all amounts due from the due date until paid at the rate of one duly authorized to do so on its behalf and, by entering this Agreement. it will not
and one-half percent (1.5%) per month (not to exceed the maximum amount violate any law or other agreement to which it is a party, You are not aware of
permitted by law); (b) the remaining Minimum Lease Payments in the Agreement's anything that will have a material negative effect on your ability to satisty your
term less any unearned finance, maintenance, and supply eharges (as reflected on payment obligations under this Agreement and all financial information you have
the lessor's books and records); (c) a reasonable disengagement fee calculated by provided, or will provide, to Xerox is true and accurate and provides a good
Xerox that will not exceed fifteen percent (15%) of the amount in (b) above (said representation of your financial condition, Each party agrees that it will promptly
amount is available from Xerox upon request); and (d) all applicable Taxes, You notity the other party in writing of a change in ownership, if it relocates its principal
also shall either (I) make the Equipment available for removal by Xerox when place of business or changes the name of its business,
requested to do so by Xerox and, at the time of removal, the Equipment shall be in
the same condition as when delivered (reasonable wear and tear excepted), together 18. NOTICES. Notices must be in writing and will be deemed given five (5) days
with any related software, or (2) purchase the Equipment "AS IS, WHERE IS" and after mailing, or two (2) days after sending by nationally recognized overnight
WITHOUT ANY WARRANTY AS TO CONDITION OR VALUE by paying courier, to the other party's business address, or to such other address designated by
Xerox the Purchase Option and all applicable Taxes, Xerox's decision to waive or either party to the other by written notice given pursuant to this sentence, The term
forgive a particular default shall not prevent Xerox from declaring any other "business address" shall mean, for you, the "Bill to" address listed on the first page
default. In addition, if you default under this Agreement, you agree to pay all of the of this Agreement and. for Xerox, our inquiry address set forth on the most recent
costs Xerox incurs to enforce its rights against you, including reasonable attorneys' invoice to you,
fees and actual costs. 19. FORCE MAJEURE. Xerox shall not be liable to you during any period in
13, CARTRIDGES, Cartridges packed with Equipment and replacement which its performance is delayed or prevented, in whole or in part, by a
Cartridges may be new, remanufactured or reprocessed, Remanufactured and circumstance beyond its reasonable control, which circumstances include, but are
reprocessed Cartridges meet Xerox's new Cartridge performance standards and not limited to. the following: act of God (e,g" flood, earthquake, wind); fire; war;
contain new and/or reprocessed components, To enhance print quality, the act of a public enemy or terrorist; act of sabotage; strike or other labor dispute; riot;
Cartridge(s) for many models of Equipment have been designed to cease misadventure of the sea; inability to secure materials and / or transportation; or. a
functioning at a predetermined point In addition, many Equipment models are restriction imposed by legislation, an order or a rule or regulation of a governmental
designed to function only with Cartridges that are newly manufactured original entity, If such a circumstance occurs, Xerox shall undertake reasonable action to
Xerox Cartridges or with Cartridges intended for use in the U.S, Equipment notity you of the same,
configuration that permits use of non-newly manufactured original Xerox 20, MISCELLANEOUS, This Agreement constitutes the entire agreement as to its
Cartridges may be available from Xerox at an additional charge, Cartridges sold as subject matter, supersedes all prior and contemporaneous oral and written
Environmental Partnership e'EP") Cartridges remain the property of Xerox, You agreements, and shall be construed under the laws of the State of New York
agree that you shall return all EP Cartridges and may return other Cartridges to (without regard to conflict-of-Iaw principles), You agree to the jurisdiction and
Xerox. at Xerox's expense when using Xerox-supplied shipping labels, for venue of the federal and state courts in Monroe County, New York, In any action to
remanufacturing once such Cartridges cease functioning. enforce this Agreement, the parties agree to waive their right to a jury triaL If a
Xerox Form# 51860t&c (05/2005) ]/]/2006 Page 3 of7
court finds any term of this Agreement to be unenforceable, the remaining terms of A. Xerox will assure that Base and Application Software perfonns in materia
this Agreement shall remain in effect. Both parties may retain a reproduction (e.g.. confonnity with its user documentation and will maintain a toll-free hotline durin!
electronic image. photocopy. tacsimile) of this Agreement which shall be standard business hours to answer related questions.
admissible in any action to enforce it, but only the Agreement held by Xerox shall B. Xerox may make available new releases of the Base or Application Software
be considered an original. Xerox may accept this Agreement either by its that primarily incorporate coding error fixes and are designated as "Maintenance
authorized signature or by commencing performance (e.g., Equipment delivery, Re I eases". Maintenance Releases are provided at no charge and must be
initiating Basic Services, etc.). All changes to this Agreement must be made in a implemented within six (6) months after being made available to you. Each new
writing signed by both parties; accordingly, any terms on your ordering documents Maintenance Release shall be considered Base or Application Software governed
shall be of no force or effect. The following four sentences control over every other by these Software Terms. New releases of the Base or Application Software that
part of this Agreement and over all other documents now or later pertaining to this are not Maintenance Releases, if any, may be subject to additional license tees at
Agreement. We both intend to comply with applicable laws. In no event will Xerox's then-current pricing and shall be considered Base or Application Software
Xerox charge or collect any amounts in excess of those allowed by applicable law. governed by these Software Tenns (unless otherwise noted). Xerox will not be in
Any part of this Agreement that would, but for this Section, be read under any breach of its software support obligations hereunder if, in order to implement, in
circumstances to allow for a charge higher than that allowed under any applicable whole or in part, a new release of Base or Application Software provided or made
legal limit, is limited and modified by this Section to limit the amounts chargeable available to you by Xerox, you must procure, at your expense, additional hardware
under this Agreement to the maximum amount allowed under the legal limit. If, in and/or software from Xerox or any other entity. You agree to return or destroy all
any circumstances, any amount in excess of that allowed by law is charged or prior releases.
received. any such charge will be deemed limited by the amount legally allowed C. Xerox will use reasonable efforts, either directly and/or with its vendors, to
and any amount received by Xerox in excess of that legally allowed will be applied resolve coding errors or provide workarounds or patches. provided you report
by us to the payment of amounts legally owed under this Agreement, or refunded to problems as specified by Xerox.
you. D. Xerox shall not be obligated (I) to support any Base or Application Software
SOFTWARE TERMS: The following additional terms apply only to transactions that is two or more releases older than Xerox's most current release or (2) to remedy
covering Application Software and/or Xerox-brand Equipment: coding errors if you have modified the Base or Application Software.
21. SOFTWARE LICENSE. The following terms apply to copyrighted software E. For Application Software, Xerox may annually increase the Annual Renewal
and the accompanying documentation, including, but not limited to, operating and Support-Only Fees, each such increase not to exceed 10%. (For state and local-
system software, provided with or within the Xerox-brand Equipment acquired government customers, this adjustment shall take place at the commencement of
hereunder ("Base Software") as well as software specifically set out as "Application each of your annual contract cycles.)
Software" on the face of this Agreement. This license does not apply to any 23. DIAGNOSTIC SOFTWARE. Software used to maintain the Equipment and/or
Diagnostic Software or to any software / documentation accompanied by a diagnose its failures or substandard perfonnance (collectively "Diagnostic
clickwrap or shrink wrap license agreement or otherwise made subject to a separate Software") is embedded in, resides on, or may be loaded onto the Equipment. The
license agreement. Diagnostic Software and method of entry or access to it constitute valuable trade
A. Xerox grants you a non-exclusive. non-transferable license to use the Base secrets of Xerox. Title to the Diagnostic Software shall at all times remain solely
Software within the United States, its territories, and possessions (the "United with Xerox and/or Xerox's licensors. You agree that (a) your acquisition of the
States") only on or with the Equipment with which (or within which) it was Equipment does not grant you a license or right to use the Diagnostic Software in
delivered. For Application Software, Xerox grants you a non-exclusive, non- any manner, and (b) that unless separately licensed by Xerox to do so, you will not
transferable license to use this software within the United States on any single unit use, reproduce, distribute, or disclose the Diagnostic Sottware for any purpose (or
of equipment for as long as you are current in the payment of any indicated allow third parties to do so). You agree at all times (including subsequent to the
software license fees (including any Annual Renewal Fees). You have no other expiration of this Agreement) to allow Xerox to access, monitor, and otherwise take
rights to the Base or Application Software and, in particular, may not: (l) steps to prevent unauthorized use or reproduction of the Diagnostic Software.
distribute, copy, modify, create derivatives of, decompile, or reverse engineer this
software; (2) activate any software delivered with or within the Equipment in an GOVERNMENT CUSTOMER TERMS: The following additional tenns apply
unactivated state; or, (3) allow others to engage in same. Title to the Base and only to lease transactions with state and local government customers:
Application Software and all copyrights and other intellectual property rights in it 24. REPRESENTATIONS & WARRANTIES, FUNDING, TAX TREATMENT &
shall at all times reside solely with Xerox and/or its licensors (who shall be PAYMENT.
considered third-party beneficiaries of this Agreement's software and limitation of A. REPRESENTATIONS & WARRANTIES. You hereby represent and warrant,
liability provisions). Base and Application Software may contain. or be modified to
contain, computer code capable of automatically disabling proper operation or as of the date of this Agreement, that: (I) you are a State or a fully constituted
functioning of the Equipment. Such disabling code may be activated if: (a) Xerox political subdivision or agency of the State in which you are located and are
is denied reasonable access to the Base or Application Software to periodically reset authorized to enter into, and carry out. your obligations under this Agreement and
such code; (b) you are notified of a default under any term of this Agreement; or, any other documents required to be delivered in connection with the Agreement
(c) your license is tenninated or expires. (collectively, the "Documents"); (2) the Documents have been duly authorized,
executed and delivered by you in accordance with all applicable laws, rules,
B. Xerox may terminate your license for any Base Software (I) immediately if ordinances and regulations (including, but not limited to, all applicable laws
you no longer use or possess the Equipment or are a lessor of the Equipment and governing open meetings, public bidding and appropriations required in connection
your first lessee no longer uses or possesses it, or (2) upon the tennination of any with this Agreement and the acquisition of the Equipment) and are valid, legal,
agreement under which you have rented or leased the Equipment. binding agreements, enforceable in accordance with their terms and the person(s)
C. If you transfer possession of the Equipment after you obtain title to it, Xerox signing the Documents have the authority to do so, are acting with the full
will offer the transteree a license to use the Base Software within the United States authorization of your governing body and hold the offices indicated below their
on or with it. subject to Xerox's then-applicable terms and license fees, if any, and signatures, each of which are genuine; (3) the Equipment is essential to the
provided the transfer is not in violation of Xerox's rights. immediate performance ofa governmental or proprietary function by you within the
D. Xerox warrants that the Base and Appl ication Software will perfonn in material scope of your authority and shall be used during the lease tenn only by you and
conformity with its user documentation for a ninety (90) day period trom the date it only to perfonn such function; and, (4) your obligations to remit payments under
is delivered or, for software installed by Xerox, the date of software installation. this Agreement constitute a current expense and not a debt under applicable state
Neither Xerox nor its licensors warrant that the Base or Application Software will law and no provision of this Agreement constitutes a pledge of your tax or general
be free from errors or that its operation will be uninterrupted. revenues and any provision that is so construed by a court of competent jurisdiction
22. SOFTWARE SUPPORT. During the period that Xerox (or a designated is void from the inception of this Agreement.
servicer) provides Basic Services for the Equipment but in no event longer than five B. FUNDING. You represent and warrant that all payments due and to become
(5) years after Xerox stops taking orders from customers for their acquisition of the due during your current fiscal year are within the fiscal budget of such year and are
subject model of Equipment, Xerox (or a designated servicer) will also provide included within an unrestricted and unencumbered appropriation currently available
software support for the Base Software under the following tenns. For Application for the lease/purchase of the Equipment, and that it is your intent to use the
Software licensed pursuant to this Agreement, Xerox will provide software support Equipment for the entire lease term and to make all payments required under this
under the following terms provided you are current in the payment of all Initial Agreement. In the event that (J) through no action initiated by you your legislative
License and Annual Renewal Fees (or, for programs not requiring Annual Renewal body does not appropriate funds for the continuation of this Agreement for any
Fees, the payment of the Initial License Fee and the annual "Support Only" Fees). 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 creditworthy
Xerox Fonn# 5 I 860t&c (05/2005) ]/l/2006 Page 4 of7
assignee acceptable to Xerox in its sole discretion within your general organization rights it has to these products (which rights shall revert to Xerox if you breach this
who can continue this Agreement, this Agreement may be terminated. To effect this Agreement). You agree (I) that these products are not covered by Xerox's
tennination, you shall, thirty (30) days prior to the beginning of the fiscal year for obligation to provide Basic Services; (2) to maintain a service agreement for these
which your legislative body does not appropriate funds for such upcoming fiscal products with a service provider acceptable to Xerox throughout this Agreement's
year. send Xerox written notice stating that your legislative body failed to term; (3) to pay all personal property taxes related to these products; and (4) to
appropriate funds and that you have made the required effort to find an assignee. assign to Xerox any rights you have to these products until title passes from Xerox
Your notice must be accompanied by payment of all sums then owed through the to you (which. subject to any software licenses surrounding the acquisition of these
current year to Xerox under this Agreement and must certity that the canceled products, shall occur when you obtain title to all Xerox-brand Equipment covered
Equipment is not being replaced by equipment performing similar functions during by this Agreement).
the ensuing fiscal year. In addition. you agree at your expense to return the 28. FINANCED SOFTWARE TOTAL. If this option has been selected, the initial
Equipment in good condition to a location designated by Xerox and that, when license fees for any Application Software set forth in this Agreement shall be paid
returned, the Equipment. will be free of all liens and encumbrances. You will then for through your Minimum Lease Payments. If you breach this license or any of
be released from your obligations to make any further payments to Xerox beyond your obligations regarding the Equipment, the ftill amount of the initial license fees
those due for the current fiscal year (with Xerox retaining all sums paid to date). shall be immediately due and payable.
C. TAX TREATMENT. This Agreement has been accepted on the basis of your
representation that Xerox may claim any interest paid by you as exempt from 29. FINANCED SUPPLIES TOTAL. If this option has been selected, the cost of
federal income tax under Section 103(c) of the Code. You agree to comply with the any supplies you have purchased under this Agreement shall be paid for through
information reporting requirements of Section 149(e) of the Code. Such compliance your Minimum Lease Payments. If you breach any of your obligations regarding the
shall include, but not be limited to, the execution of 8038-G or 8038-GC Equipment, the Itill amount of the supply costs shall become immediately due and
Information Returns. You hereby appoint Xerox as your agent to maintain, and payable.
Xerox agrees to maintain. or cause to be maintained, a complete and accurate record 30. REFINANCE OF PRIOR AGREEMENT. If this option has been selected, the
of all assignments of this Agreement in fonn sufficient to comply with the book balance of your prior indicated agreement with Xerox or a third party shall be paid
entry requirements of Section 149(a) of the Code and the regulations prescribed for through your Minimum Lease Payments. If your prior agreement is with a third
thereunder from time to time. Should Xerox lose the benefit of this exemption as a party, you hereby acknowledge that you have the right to tern1inate the agreement
result of your failure to comply with or be covered by Section I 03(c) or its and agree to provide a statement from the third-party identitying the equipment at
regulations. then, subject to the availability of funds and upon demand by Xerox, issue and the amount to be paid off (as well as a statement from you identitying the
you shall pay Xerox an amount equal to its loss in this regard. At the time of payee and mailing address for your payoff check). If your prior agreement was
execution of this Agreement, you shall provide Xerox with a properly prepared and with Xerox, the use of this refinance option shall render your prior agreement null
executed copy of US Treasury Form 8038 or 8038-GC. and void. If you breach this Agreement, the full amount of your prior agreement
D. PAYMENT. Your payment is due within thirty (30) days of our invoice date. balance shall be immediately due and payable,
ADDITIONAL TERMS: The following additional terms apply only to the extent 31. ADJUSTMENT PERIOD, If this option has been selected, your Minimum
that you have agreed to one or more of the options described below: Lease Payment and/or Print Charges shall be adjusted in accordance with the
25. CONSUMABLE SUPPLIES INCLUDED IN BASE/PRINT CHARGES. If information contained in the Adjustment Period portion of this Agreement; as a
this option has been selected. Xerox (or a designated servicer) will provide you with result, your initial payment(s) shall be different from those payable during the
black toner (excluding highlight color toner), black developer, copy Cartridges, and. balance of this Agreement.
if applicable, fuser ("Consumable Supplies") throughout the tenn of this 32. K-16 BILLING SUSPENSION. If this option has been selected, the
Agreement. For full-color Equipment, Consumable Supplies shall also include, as Maintenance Component of your Minimum Lease Payment and Print Charges will
applicable, color toner and developer. You agree that the Consumable Supplies are be suspended each year during the months indicated. During these months, you
Xerox's property until used by you, that you will use them only with the Equipment, agree that you will not use the Equipment and that Xerox shall not be responsible
that you will return all Cartridges to Xerox for remanufacturing once they have for providing Basic Services on it. If Xerox provides Basic Services during the K-
been run to their cease-function point (at Xerox's expense when using Xerox- 16 Billing Suspension period, you will be billed at Xerox's then-current Time and
supplied shipping labels), and that at the end of the tenn of this Agreement either Materials ("T &M") rates for such Basic Services.
(a) you will return any unused Consumable Supplies to Xerox (at Xerox's expense 33. TRADE-IN EQUIPMENT. If this option has been selected, you are providing
when using Xerox-supplied shipping labels lor (b) destroy them in a manner equipment to Xerox as part of this Agreement ("Trade-In Equipment") and the
pennitted by applicable law. Should your use of Consumable Supplies exceed following shall apply:
Xerox's published yields for these items by more than 10%. you agree that Xerox A. TITLE TRANSFER. You warrant that you have the right to transfer title to the
shall have the right to charge you for any such excess usage. When requested by
Xerox, you agree to provide meter readings and inventory of Consumable Supplies Trade-In Equipment and that it has been installed and perfonning its intended
in your possession, function. Title and risk ofloss to the Trade-In Equipment shall pass to Xerox when
Xerox removes it from your premises.
26. REPLACEMENT / MODlFlCA TION OF PRIOR XEROX AGREEMENT. If B. CONDITION. You warrant that the Trade-In Equipment is in good working
this option has been selected, this Agreement will replace or modity a prior order, has not been modified from its original configuration (other than by Xerox),
agreement between you and Xerox covering the specified equipment. If it is a and has a UL label attached. You agree to maintain the Trade-In Equipment at its
replacement agreement, the prior agreement shall be null and void. If it is a present site and in substantially its present condition until removed by Xerox.
modification, the prior agreement shall remain in effect except that any terms C. ACCRUED CHARGES. You agree to pay all accrued charges for the Trade-In
presented in this modification agreement that conflict with, or are additive to, any of
the terms in the prior agreement shall take precedence over the terms in the prior Equipment (up to and including payment of the Final Principal Payment Number)
agreement for the balance of the Agreement. In addition, modifications requiring a and to pay all maintenance, administrative, supply and finance charges for this
reamortization of your payments may include a one-time administrative/processing equipment through the date title passes to Xerox.
charge that will appear on your first bill under this revised arrangement. 34, RUN LENGTH PLAN. If this option has been selected, the first ten prints of
27. XEROX AS FINANCIAL INTERMEDIARY. If this option has been selected, each original (per run) are recorded and billed on both meters with all subsequent
you are leasing specifically identified products that were selected by you and that prints recorded and billed on Meter A only.
are not sold by Xerox in the nonnal course of its business. If you have signed a 35. FIXED PRICE PLAN. If this option has been selected, Xerox will forego its
purchase contract for such products, by signing this Agreement you assign your right to increase the Maintenance Component throughout the initial term of this
rights but none of your obligations under such purchase contract to Xerox, With Agreement.
regard to these products. you agree that Xerox is leasing them to you "AS IS, 36, PER-FOOT PRICING. If this option has been selected, all Print Charges will
WHERE IS" and that XEROX HAS NOT MADE. AND YOU HEREBY WAIVE, be billed on a per-foot basis, with each linear or square foot, as applicable, equal to
ANY EXPRESS OR IMPLIED REPRESENT A TIONS OR WARRANTIES one print.
WHATSOEVER, INCLUDING. WITHOUT LIMITATION, (a) ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR 37. EXTENDED SERVICE HOURS, If this option has been selected, Xerox will
PURPOSE OR NON-INFRINGEMENT. and (b) ANY REPRESENTATION OR provide Basic Services during the hours indicated, with the first number
WARRANTY REGARDING THE PRODUCTS' SUITABILITY, DESIGN, establishing the number of eight-hour shifts covered and the second establishing the
CONDITION, DURABILITY. OPERATION, QUALITY OF MATERIALS OR days of the week (e.g., 2 x 6 would provide service from 8:00 A.M. to 11:59 P.M"
WORKMANSHIP, OR COMPLIANCE WITH SPECIFICATIONS OR Monday through Saturday), The cost of this enhanced service coverage will be
APPLICABLE LAW. Xerox assigns to you, to the extent assignable, any warranty
Xerox Fonn# 5 I 860t&c (05/2005) 1/l/2006 PageS of 7
billed separately and. as such, is not included in your Minimum Lease Payment or
Print Charges.
38. A TT ACHED 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.
39. NEGOTIATED CONTRACT. If this option has been selected, the Products
identitled in this Agreement are subject solely to the tenus contained in (a) either
(I) the identified Negotiated Contract for a lease transaction or (2) if there are no
such tenns in the Negotiated Contract. the terms set forth in this Agreement. and. if
applicable and notwithstanding anything to the contrary set forth in the Negotiated
Contract, (b) the "Additional Terms" portion of this Agreement for the selected
option or options to the extent the subject matter of any such selected option is not
addressed in the Negotiated Contract.
40. DSA CONTRACT NUMBER. [fa DSA Contract Number has been inserted,
the Equipment and/or software identified in this Agreement are associated with the
Services being provided under the referenced Document Services Agreement
("DSA"), but such Equipment and/or software are subject solely to the terms
contained in this Agreement.
For customer support tools to manage your account online,
visit your Account Management link @ www.xerox.com
Xerox Form# 51860t&c (05/2005) 1/1/2006 Page 6 of7
AGREEMENT ADDENDUM
(GOVERNMENTAL ENTITY AS LESSEE)
This ADDENDUM ("Addendum") amends the agreement between you and Xerox to which it is attached (the "Agreement"). The parties
agree to the following terms:
I. Under the heading of the Agreement titled "GOVERNMENT CUSTOMER TERMS", the Section titled "FUNDING" is deleted in its
entirety and the following is inserted in its place:
FUNDING. You represent and warrant that all payments due and to become due during your current fiscal year are within
the fiscal budget of such year and are included within an unrestricted and unencumbered appropriation currently available
for the lease/purchase of the Equipment, and that it is your intent to use the Equipment for the entire term of this Agreement
and 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
creditworthy assignee acceptable to Xerox, in its sole discretion, within your general organization who can continue this
Agreement, this Agreement may be terminated. To effect this termination, you shall, thirty (30) days prior to the beginning
of the fiscal year for which your legislative body does not appropriate funds for such upcoming fiscal year, 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 through the current fiscal year to Xerox
under this Agreement. 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 beyond those due for the current fiscal year (with
Xerox retaining all sums paid to date).
Except as specifically amended by this Addendum Amendment, all of the other terms set forth in the Agreement shall remain in full force
and effect.
Xerox Form# 54100SLG (05/2005A) II II2006 Page 7 of7
