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HomeMy WebLinkAboutC97-155 XeroxSALE / MAINTENANCE AGRC -MENT Customer's Legal Name (Bill to)EAGLE CO. GO VT. ------------------ Name Overflow (if needed) STATE OF COLORADO --------- -------- ---- Street Address 5_01 _BROADWAY _ Box#/Routing P.O. BOX 850 City, State EAGLE CO ----------------- -- Zip Code 81631_ — - — — — — Tax ID# Customer Name (Install) EAGLE CO. GOVT. -------------------- Name Overflow (if needed) CLERKS OFFICE ----------- -------- ---- Installed at Street Address 501 BROADWAY -------------------- Floor/Room/Routing FIRST FLOOR -------------------- City, State EAGLE CO Zip Code 8_162_0 _ - County Installed In EAGLE ------------ ----- Customer Requested Install Date 7/ 01/ 97 C-97 15 5 41 THE DOCUMENT COMPANY XEROX Check all that apply ® Tax Exempt (Certificate Attached) ❑ Assoc. Coop. Name: 19 Negotiated Contract #: 025017710 ® Attached Customer P.O. #s: Supplies: Sale: # Maint.: ❑ State or Local Government Customer ❑ Replacement/Modification of Prior Xerox Agreement Agreement covering Xerox Equipment Serial# (or 95#): is hereby ❑ modified ❑ replaced. Effective Date:— Comments: ate:—Comments: ❑ Installment Sales Information Total Int. Install. Sale Terre: mo. Int. Rate: % Payable: $` ❑ Prepaid Invoice: months ❑ Refm. of Prior Agrmt.: ❑ Xerox (95#): ❑ 3rd Party Eq. Amt Refm: $ Int Rate: °o Total Int Payable:$ ® Maintenance Information Maintenance Terre: 36 months ❑ Supplies included in Base/Print Charges Cash Sale/Installment Sale - Payment Information Product Qty Prev. Fin'l CustWarr # List Price Down Total Discount Net Price 19 $ :MONTHLY INSTALLMENT SALE PAYMENT (excl. of`epplic. taxes) I Maintenance Agreement Price Information ❑ Adjustment Period (Maintenance Agreement Only) Period A - Mos. Affected: Period B - Mos. Affected: - Monthly Base Charge $ Monthly Base Charge $ Monthly Base Charge $ Print Charge Meter 1: MIME= Print Charge Meter 1: Print Charge Meter 1: Prints I - $ Prints 1 - $ Prints I - $ Prints - $ Prints - $ Prints $ Prints - $ Prints - $ Prints - $ Print Charge Meter 2: Print Charge Meter 2: Print Charge Meter 2: Prints 1 - $ Prints 1 - $ Prints 1 - $ Prints $ Prints - $ Prints $ Mo. Min.# of Prints Mo. Min.# of Prints Mo. Min.# of Prints (based on Meter 1 Print Charges) (based on Meter I Print Charges) (based on Meter 1 Print Charges) []Purchased Supplies ❑ Cash ❑ Financed ❑ Contract# Reorder # Qty I Description Price Total Price $ ® Trade -In Allowance Final Principal Pavment# Manufacturer Model. Serial # Allowance LANIER 6242/# $ 600.00 Total Allowance = $ Total Allowance Applied to: ❑ Trade -In Equipment Balance $ ❑ Price of Replacement Equip. $ 600.00 ] Application Software Software Title Initial License Fee Annual Renewal Fee ❑ Cash ❑ Finance 10 Support Only $ Is $ 1 $ Total Initial License Fees - $ ❑ K-16 Billing Suspension (check 1 as required) Months affected ❑ June only ❑ July only El August only of ❑ June - July v ❑ July - Au sl Name MARY K. ELLISON Phone 970-845-7870 Nam Xerox Corporation - Acceptance By: Tit! Name Date Signature ) Signature Form 51858 (1/97) 1 s I Additional Options (check all that a ❑ Run Length Plan ❑ Fixed Price Plan ❑ Per -Foot Pricing ❑ Annual Charge Plan ❑ Extended Service Hours: Description: / $ _ mo. ❑ Comp. Replacement Program: $ ❑ Std Maint. Agrtnt.: $ / year Attached Addenda forth _ (_ form# V Phone;i. Date GENERAL. TERMS: The following terms apply to all sale and maintenance transactions: 1. PRODUCTS. "Products" refers to all equipment (`Equipment"), software, and supplies ordered under this Agreement You represent that the Products will not be used primarily for personal, household or family purposes. 2. PAYMENT. Payment is due when you receive our invoice. Your payment includes all applicable taxes (unless you provide proof of your tax-exempt status) including, but not limited to, sales and use, rental, excise, gross receipts and occupational or privilege taxes. 3. 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. Parts required for repair may be new, reprocessed, or recovered. All replaced parts/materials will become Xerox' property at its option. B. HOURS AND EXCLUSIONS. Unless otherwise stated, Basic Services will be provided during Xerox' 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 specifically exclude repairs or adjustments Xerox determines to relate to the use of non -Xerox alterations, service, supplies, or consumables). C. INSTALLATION SITE AND METER READINGS. The equipment installation site must at all times conform to Xerox' published requirements. If applicable, you will provide accurate and timely meter readings in the manner prescribed by Xerox. If you do not provide timely readings, Xerox may estimate them and bill you accordingly. D. OPTIONS AND ACCESSORIES. If you operate options or accessories (including network servers required for Equipment functionality) in association with the Equipment, you agree to contract with Xerox for equivalent, coterminous service on them (if available). E. REMEDY. If Xerox is unable to maintain the Equipment as described above, Xerox will, as your exclusive remedy, replace the Equipment with an identical product or, at Xerox' option, another product of equal or greater capabilities. This replacement product shall be subject to these same terms and conditions. F. CARTRIDGE PRODUCTS. If Xerox is providing Basic Services for a cartridge product (and unless you have entered into a Standard Maintenance Agrcemcnt as dcscribed below), you agrec to use only unmodified cartridges purchased directly from Xerox or its authorized resellers in the United States. G. MICR MAINTENANCE PROCEDURES. If Xerox is providing Basic Services for MICR Equipment, you agree to perform maintenance procedures as specified in the Xerox MICR Customer Maintenance Guide and to provide (1) a Xerox -approved Magnetic Signal Level Tester and (2) a Position and Dimension Gauge for the use of your operator and Xerox' service personnel. H. PC/WORKSTATION REQUIREMENTS. In order to receive either Basic Services 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' published specifications. 4. INTELLECTUAL PROPERTY INDEMNITY. Xerox will defend and indemnify you if any Product infringes someone else's U.S. intellectual property rights provided you promptly notify Xerox of the alleged infringement and permit Xerox to direct the defense. Xerox shall not be 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 of the involved 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, any infringement based upon a Product being modified to your specifications or being used or sold in combination with products not provided by Xerox. 5. LIMITATION OF LIABILITY AND ASSIGNMENT. Neither party shall be liable to the other for any direct damages in excess of one million dollars nor for any special, indirect, incidental, consequential or punitive damages arising out of or relating to the sale or maintenance of the Products (or any other aspect of 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. You may not 2 assign any rights or obligations under this Agreement without Xerox' prior written consent. 6. ENTIRE AGREEMENT AND ENFORCEMENT. This Agreement (including any Addenda) constitutes the entire agreement as to its subject matter and supersedes all prior and contemporaneous oral and written agreements. All changes to this Agreement must be made in a writing signed by both parties and, accordingly, any terms on your ordering documents shall be of no force or effect. In any action to enforce this Agreement, the prevailing party shall be entitled to recover its costs and expenses, including reasonable attorneys' fees. 7. ASSIGNMENT BY XEROX. In the event Xerox assigns any of its obligations under this Agreement, it shall remain primarily responsible for their performance; any claim or defense you have relating to these obligations must be asserted only against Xerox and not its assignee. SALE TERMS: The following additional terms apply only to sale transactions: 8. TITLE / RISK OF LOSS. For Equipment purchased outright, title will pass to you upon payment in full and risk of loss will pass to you upon installation (except for products designated as Customer Installable for which risk of loss will pass upon shipment from a Xerox -owned facility). For Equipment purchased on an installment basis, title and risk of loss will pass to you upon installation (except for products designated as Customer Installable for which title and risk of loss will pass upon shipment from a Xerox -owned facility). 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 your cartridge products is conditioned upon your using only unmodified cartridges purchased directly from Xerox or its authorized resellers in the United States. You are not entitled to any warranty for equipment purchased by you subsequent to its installation under a rental or lease agreement. 10. CARTRIDGES. In order to enhance equipment reliability, Xerox has designed the cartridge used in some equipment models to cease functioning after a predetermined number of impressions (for further details, please see the packaging with which your cartridges are delivered). In addition, certain cartridges are sold as Environmental Partnership cartridges; you agree these cartridges shall remain Xerox property and that you will return them to Xerox for remanufacturing once you have run them to their cease -function point. 11. EQUIPMENT STATUS. Unless you are acquiring Previously Installed Equipment, Equipment will be either (a) "Newly Manufactured," which has been factory produccd and contains new, reprocessed, and/or recovered parts; (b) "Remanufactured," which has been factory produced following disassembly to a Xerox predetermined standard and contains new, reprocessed, and/or recovered parts; or (c) "Factory Produced New Model," which is a model no more than 3 years old that has been factory produced and newly serialized with additional features and/or functions following disassembly to a Xerox predetermined standard and contains new, reprocessed, and/or recovered parts. 12. DELIVERY AND REMOVAL CHARGES. Xerox will be responsible for all standard costs associated with on-site delivery or removal (while you will be responsible for any non -typical delivery or removal expenses). 13. 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. 14. PREPAYMENT AND BREACH OF INSTALLMENT SALES. 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. If you breach this Agreement with regard to such Equipment, Xerox may, in addition to any of its other remedies, require immediate payment of the entire unpaid principal balance. 15. INSURANCE AND SECL RITY 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 all documents on your behalf necessary to perfect this interest MAINTENANCE TERMS: The following _-ditional terms apply only to maintenance transactions: 16. 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 100 o. (For state and local government customers, this adjustment shall take place at the commencement of each of your annual contract cycles.) 17. COMMENCEMENT AND TERMINATION. Maintenance agreements will commence at the end of any warranty period (unless supplies are included, in which case they will commence upon installation) and expire on the last day of the 12th, 24th, 36th, 48th or 601h full calendar month thereafter, as applicable. If you temninate your maintenance agreement prior to the conclusion of its scheduled tern, you agree to pay Xerox (1) all accrued Monthly Base and Print Charges and (2) all Minimum Monthly Maintenance Payments for a period of six months on one-year agreements and twelve months on multi-year agreements. (Note, however, that these termination charges may be waived by Xerox if you are upgrading the covered Equipment to an alternative Xerox product.) 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 1 Print Charge(s). 18. RENEWAL. Each maintenance agreement will be automatically renewed for successive terms of the same number of months as the initial tern unless a written notice of cancellation is received from you (or provided to you by Xerox) prior to expiration of the then -current term. 19. 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 terns apply only to transactions covering Application Software and Xerox -brand Printing System, DocuTech, Color, High -Volume and Digital Copier -Duplicator, and Document Centre Products: 20. SOFTWARE LICENSE. The following terns apply to copyrighted software and accompanying documentation, including but not limited to operating system software, included 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 only on or with the Equipment with which (or within which) it was delivered and to make one back-up copy. For Application Software, Xerox grants you a non-exclusive, non -transferable license to use this software on any equipment you desire along with the right to make one back-up copy for as long as you are current in the payment of any indicated software license fees (including the Annual Renewal Fees, if any). You have no other rights to the Base or Application Software and, in particular, may not (1) distribute, modify, create derivatives oC decompile, or reverse engineer the Base or Application Software, or (2) allow others to engage in same. Title to the Base and Application Software, any back-up copy of it, and all copyrights and other intellectual property rights in it, shall at all times reside solely with Xerox and/or its licensors. B. Xerox may terninate 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 date of 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 on or with it, subject to Xerox' then -applicable terms and license fees, if any, and provided the transfer was not in violation of Xerox' 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. 21. 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 perfomtis in material confomtity with its published specifications and will maintain a toll- free hotline during standard business hours for responding to questions regarding Base and Application Software. B. Xerox may make available new releases of the Base or Application Software incorporating coding error fixes exclusively ("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 accepted by you shall be considered Base or Application Software governed by the Software License terns. 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. Xerox does not guarantee that it or its vendors will be able to fix coding errors or provide workarounds or patches. D. Xerox shall not be obligated to remedy coding errors when you have made modifications to 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-govemment customers, this adjustment shall take place at the commencement of each of your annual contract cycles.) 22. 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 at all times remain solely with Xerox and/or Xerox' 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 (or allow third parties to do so) for any purpose. You agree at all times (including subsequent to the expiration of this Agreement) to allow Xerox to access, monitor, or 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 govemment customers: 23. 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 fust 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 tennination, you shall, 30 days prior to the begimning 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 retumed, 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 Intemal 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. C. ASSIGNMENT. Notwithstanding any provisions in this Agreement to the contrary, Xerox may not sell, assign or transfer this Agreement, and any attempted sale, assignment or transfer shall be void and without effect. D. 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. ADDITIONAL TERMS: The following additional terms apply only to the extent that you have agreed to one or more of the options described below: 24. 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- 25. ndicated 25. 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 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 15%, you agree that Xerox shall have the right to charge you for any such excess usage. 26. 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. If this agreement provides an addition or upgrade to the specified equipment, all included parts and assemblies shall included within any maintenance agreement covering the specified equipment. All parts or assemblies removed as part of an upgrade shall become the property of Xerox. 27. XEROX AS FINANCIAL INTERMEDIARY. If this option has been selected, you are purchasing on an installment basis specifically identified non - Xerox products that were selected by you and that are not sold by Xerox in the normal course of its business (i.e., goods for which Xerox is acting as a Financial Intermediary). 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' 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). 28. FINANCED SOFTWARE TOTAL. If this option has been selected, the initial license fees for any Application Software titles set forth in 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 this software license or any of your obligations regarding the Equipment, the full amount of the initial license fees shall become immediately due and payable. 29. 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. 30. REFINANCE OF PRIOR AGREEMENT. If this option has been selected, the balance of your prior agreement with Xerox or a third -party (as identified in the Installment Sales Information section of 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 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. 31. 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. 32. 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 (a) not to use the Equipment; (b) that Xerox shall not be responsible for maintaining it; and (c) that if you request Xerox to provide maintenance service during this period you will be responsible for paying any suspended monthly bills. 33. 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 wan -ant 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 and finance charges for this equipment through the date title passes to Xerox. 34. 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 1 only. (Note that if a 5090 covered by this plan has its document handler left open, all affected copies will be recorded and billed on both meters.) 35. 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. 36. PER -FOOT PRICING. If this option has been selected, all Print Charges will be billed on a per -foot basis, with each linear foot being equal to one print. 37. ANNUAL CHARGE PLAN. If this option has been selected, the Base Charge for your maintenance plan will be billed annually in advance. 38. EXTENDED SERVICE HOURS. If this option has been selected, Xerox will provide Basic Services during the hours indicated, with the fust 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. 39. COMPETITIVE REPLACEMENT PROGRAM. If this option has been selected, Xerox will provide you with the discount indicated in exchange for your agreement to return a piece of non -Xerox equipment you are currently leasing (the "Competitive Equipment") to its Lessor. In doing so, you acknowledge that the Equipment you are acquiring under this Agreement is replacing the Competitive Equipment and that your agreement with its Lessor allows you to return the Competitive Equipment at this time. 40. 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). 41. ATTACHED ADDENDA. If this option has been selected, you acknowledge that one or more speared 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. 42. NEGOTIATED CONTRACT. If this option has been selected, this Agreement is subject to the terms contained in the identified Negotiated Contract. If the terms printed on this document conflict with those contained in the Negotiated Contract, the terms of the Negotiated Contract shall prevail.