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Contracts & Agreements_185-2004_CCv0001.pdf
THEEDOCUM(ENT -M COMPA LEASE AGREEMENT XEROX.OX. Full Legal Name Customer Name Bill to) CITY OF REDLANDS Check all that apply DBAIName Overflow ❑Assoc./Coop.Name: Street Address 35 CAJON ST ©Negotiated Contract#:()71117 108 ❑DSA Contract#: - Box#/Routing SUITE 222 ❑Value Added Services: City,State REDLANDS,CA ❑Attached Customer P.O.#s: Supplies: Zip Code 92373-4746 Lease. State or Local Government Customer Tax ID# Customer Name(Install) CITY OF REDLANDS [nt.Rate:6.75% Total Int.Pa able:$ 2.377.40 Overflow(if req'd) Replacement/Modification of Prior Xerox Agreement DB N Agreement covering Xerox Equipment Serial#(or 95#): Installed at Street Address 35 CAJON ST is hereby ❑modified ❑replaced Effective Date: Floor/Room/Routing SUITE 222 Comments: City,State REDLANDS,CA Lease Information Lease Tenn: 60months Zip Code 92373-4746 ❑Supplies included in Base/Print Charges County Installed In San Bernardino ❑ Refin.of Prior Agnnt.:❑Xerox(9.5#): ❑3rd Party Eq, Customer Requested Install Date 11/17120X34 Amt Refin:$ Int Rate:% Total Int Payable:$ Lease Payment Information Product Purchase Down Prev Fin'] Min.Lease Payment Freq. (with serial number,if in place equipment) Option Payment Install Interns (rwhodic.excluding excess merer charge;) SYPS5101 SYN PRINT SYS 51ODP 1400 — 1:1 Monthly ❑Quarterly I)SYDRAWER2 _77 ElSemi-Annual ❑Annual ❑Other Min.Lease Payment Mode $ 219.34 :MINIMUM LEASE PAYMENT (excl.of applic.taxes) ❑Advance ❑ Arrears Price Information ❑ Adjustment Period Period A-Mos.Affected: Period B-Mos.Affected: Periodic Base Charge S Periodic Base Charge S Periodic Base Charge Print Charge Meter 1: ".� Print Charge Meter 1: Print Charge Meter 1: Prints 1 - $ Prints I - $ Prints t - $ Prints - Prints Prints S Prints - Prints - Prints Print Charge Meter 2: Print Charge Meter 2: Print Charge Meter 2: Prints 1 - S Prints Is Prints ( - Prints is 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 1 Print Charges) ❑ Purchased Supplies ❑ Cash ❑ Fin'd ❑ Application Software Reorder# Quy IDesctiption Price Software Title Initial License Fee Annual Renewal Fee ❑Cash ❑Finance ❑Support Only Total Price= Total Initial License Fees= IS ❑ Trade-In Allowance ❑ K-16 Billing Additional Options(check all that apply) Manufacturer Model/ Final Allowance Suspension ❑Run Length Plan ❑Fixed Price Plan Serial# Principal Payment#: (check 1 as required) ❑Per-Foot Pricing Months affected ❑Extended Service Hours: ❑ June only Description: /$ 0 mo. ❑ July onlyAttached Addenda: 51860-I(2);51864-1 Total Allowance= ❑ August only Total Allowance Applied to: ❑Trade-In quip.Balance: ❑ June-July ❑Other Addenda: ❑Price Replcmnt.Equip.: ❑ July-August Agreement Presen ed By: CUSTOMER ACKNOWLEDGES RECEIPT'OF THE TER=MS OF THIS Xerox Name: ��� Phone:(619)260-3209 AGREEMENT(CO StSt "GING OF 11 P,1(:ES INCLUDING;THIS FACE PAGE) FOR A Accepted, f)RIZED HQ INTFRNAL CSI (}Nl_Y Auth.Signer Name: Susan eppler, 'Mayor / XCl0v('0111otation (Phrase rust '!ne<°of A.rhorred.Signer) B- Signature:X Date D�--C. 7, 2004 SrgNudcre f Aar i� S�gnr�r) Tit[c Date- Auth.Signer Title:Mayor Phone:(909)798-7655 E�"c�rF:Ix t fs4S7O� Unit { 71t t2St > Ci2rk www.xerox.com ❑Tax Exempt/(Must alta es ax Exemption Certificate) Xerox Form#51860(07/2004) 11/17/2004 Page 1 of I l THE DOCUMENT COMPANY AGREEMENT ADDENDUM XEROX.. ADDENDUM TO CREATE A SEPARATE MAINTENANCE AGREEMENT This ADDENDUM("Addendum")amends the agreement between you and Xerox to which it is attached (the "Agreement"). The parties agree to the following terms that shall be additive to those found elsewhere in the Agreement: 1. The Minimum Lease Payment shall not include a Maintenance Component and, as such, Xerox shall not be obligated to maintain the Equipment as part of the Agreement. Instead, you agree that by the inclusion of this Addendum, you and Xerox have entered into a separate and distinct Maintenance Agreement (the "Maintenance Agreement") which shall be in effect for the same period as the Agreement, including any extensions thereof. You further agree that a breach of either the Agreement or the Maintenance Agreement, including, but not limited to, any failure on your part to make payments as they become due, shall constitute a breach of both. 2. The terms of the Maintenance Agreement shall be the same as those set out in the Agreement other than(a)as set forth above, and (b)the inclusion of the following: I. PRICING CHANGES. Xerox may annually increase the Periodic Base and Print Charges, each such increase not to exceed 10%. (For state and local government customers, this adjustment shall take place at the commencement of each of your annual contract cycles.) II. BILLING. The Minimum Periodic Maintenance Payment includes a Periodic Base Charge, and may include a Periodic Minimum Number of Prints. Minimum Periodic Maintenance Payments (and, where applicable, Annual Charges) are billed in advance, with additional Print Charges billed in arrears 3. The Pricing Details of the Maintenance Agreement shall be as follows: Maintenance Agreement Price Information Adiustment Period Periodic Base Charge $ 125.00 Mos.Affected: - Print Charge Meter I: ' Periodic Base Charge Print Charge Meter Prints t - 1500 �.1�,.. . .... L c Prints 1 - Prints 1501 - + $ 0.0500 Prints Prints $ Prints Print Charge Meter 2: Print Charge Meter 2: Prints I - Prints I - $ Prints Prints - $ Periodic.Min.#of Prints Print Charge Meter 3: (based on Meter I Print Charges) Prints I - + $ Prints $ Print Charge Meter 4: Prints I - + $ Prints $ Periodic Min.#of Prints (based on Meter 1 Print Charges) 1500 ❑ Supplies included in Base/Print Charges 4. Except as set forth above,the Agreement shall remain as stated. In the event of a conflict between the terms found elsewhere in the Agreement and this Addendum, this Addendum shall control. Xerox Form#51864-1 (01/2004) 11/17/2004 Page 2 of I I 'lW DOCUMENT COMPANY LEASE AGREEMENT(ADDITIONAL PRODUCTS) XEROX. Full Legal Name Customer Name(Bill to) CITY OF REDLANDS DBA/Name Overflow Check all that apply ❑Attached Customer P.O.#s: Supplies: Date of Customer Signature on Attached Agreement Lease: Customer Name(Install) CITY OF REDLANDS ❑State or Local Government Customer DBA/Name Overflow(if req'd) Int.Rate:% Total Int.Payable:$ Installed at Street Address 35 CAJON ST ❑Replacement/Modification of Prior Xerox Agreement Floor/Room/Routing SUITE 222 Agreement covering Xerox Equipment Serial#(or 95#): City,State REDLANDS,CA is hereby ❑modified ❑replaced Effective Date: Zip Code 92373-4746 Comments: County installed In San Bernardino Lease Information Customer Requested Install Date 11/17/2()04 Lease Term: 60 months ❑Supplies included in Base/Print Charges ❑ Refin.of Prior Agrmt.:❑Xerox(95#): ❑3rd Party Eq. Amt Refin:$ Int Rate: % Total Int Payable:$ Lease Payment Information Min.Lease Payment Frea. Product Purchase Down Prev Fin'l (period c,excluding excess nwter charges) (with serial number,if in place equipment) Option Payment Install Interm ❑Monthly ❑Quarterly UNIVCNTR UNIVERSAL CONTROLLER 0 ❑Semi-Annual ❑Annual 1)510KIT 1)SY510PS ❑Other L1 I Min.Lease Payment Mode $ 131.70 :MINIMUM LEASE PAYMENT (excl.of applic.taxes) ❑Advance ❑Arrears Price Information ❑ Adjustment Period Period A-Mos.Affected: Period B-Mos.Affected: Periodic Base Charge Periodic Base Charge $ Periodic Base Charge $ Print Charge Meter 1: Print Charge Meter 1: Print Charge Meter 1: Prints I - S Prints 1 - $ Prints l - Prints Prints $ Prints - Prints - Prints - S Prints - Print Charge Meter 2: Print Charge Meter 2: Print Charge Meter 2: Prints 1 S Prints 1 - $ Prints 1 - S Prints Prints Prints S Periodic Min.#of Prints Periodic Min.#of Prints Periodic Min.#of Prints (based on Meter 1 Print Charges) (based on Meter I Print Charges) (based on Meter 1 Print Charges) ❑ Purchased Supplies ❑ Cash ❑ Fin'd ❑ Application Software Reorder# Qty IDescription rice Software Title Initial License Fee Annual Renewal Fee ❑Cash ❑Finance ❑Support Only Total Price= Total Initial License Fees= ❑ Trade-In Allowance ❑K-16 Billing Additional Options(check all that apply) Manufacturer Model/ Final Allowance Suspension ❑Run Length Plan ❑Fixed Price Pian Serial# Principal Payment#: (check 1 as required) ❑Per-Foot Pricing Months affected ❑Extended Service Hours: ❑ June only Description:-/$ 0 mo. ❑ July only 19 Attached Addenda: 51864-1 Total Allowance= ❑ August only Total Allowance Applied to: [ Trade-In Equip.Balance: ❑ June-July ❑Price of Repictnnt.Equip.: ❑ July-August FOR A1'1"t{ORi7E1)FIQ INTERN,11_t ASF.()NL)' www.xerox.com Xerox Form#51860-I(07/2004) 11/17/2004 Page 3 of 1 I THE DOCUMENT COMPANY AGREEMENT ADDENDUM XEROX. ADDENDUM TO CREATE A SEPARATE MAINTENANCE AGREEMENT This ADDENDUM("Addendum")amends the agreement between you and Xerox to which it is attached('the "Agreement"). The parties agree to the following terms that shall be additive to those found elsewhere in the Agreement: 4. The Minimum.Lease Payment shall not include a Maintenance Component and, as such, Xerox shall not be obligated to maintain the Equipment as part of the Agreement. Instead, you agree that by the inclusion of this Addendum, you and Xerox have entered into a separate and distinct Maintenance Agreement(the "Maintenance Agreement") which shall be in effect for the same period as the Agreement, including any extensions thereof. You further agree that a breach of either the Agreement or the Maintenance Agreement, including, but not limited to, any failure on your part to make payments as they become due, shall constitute a breach of both. 5. The terms of the Maintenance Agreement shall be the same as those set out in the Agreement other than(a)as set forth above, and (b)the inclusion of the following: I. PRICING CHANGES. Xerox may annually increase the Periodic Base and Print Charges, each such increase not to exceed 10%. (For state and local government customers, this adjustment shall take place at the commencement of each of your annual contract cycles.) II. BILLING. The Minimum Periodic Maintenance Payment includes a Periodic Base Charge, and may include a Periodic Minimum Number of Prints. Minimum Periodic Maintenance Payments (and, where applicable, Annual Charges) are billed in advance, with additional Print Charges billed in arrears 6. The Pricing Details of the Maintenance Agreement shall be as follows: Maintenance Agreement Price Information Adiustment Period Periodic Base Charge $ 20.00 Mos.Affected: Print Charge Meter I MW Periodic Base Charge Prints 1 - Print Charge Meter 1: $ Prints L Prints - $ Prints Prints - $ Prints - Print Charge Meter 2: Print Charge Meter 2: Prints I - Prints I - $ Prints Prints - $ Periodic.Min.#of Prints Print Charge Meter 3: (based on Meter I Print Charges) Prints I - + $ Prints $ Print Charge Meter 4: Prints I - + $ Prints $ Periodic Min.#of Prints (based on Meter I Print Charges) ❑ Supplies included in Base/Print Charges 4. Except as set forth above,the Agreement shall remain as stated. In the event of a conflict between the terms found elsewhere in the Agreement and this Addendum,this Addendum shall control. Xerox Form*51864-1 (01/2(W) 11/17/2004 Page 4 of I I TxE t10 uME.N'T COMPANY LEASE AGREEMENT(ADDITIONAL PRODUCTS) XEROX® Full Legal Name Customer Name(Bill to) CITY OF REDLANDS DBA/Name Overflow Check all that apply ❑Attached Customer P.O.#s: Supplies: Date of Customer Signature on Attached Agreement Lease: Customer Name(Install) CITY OF REDLANDS State or Local Government Customer DBA/Name Overflow(if rev'd) Int.Rate:6.75% Total Int.Payable:$ 2,228.40 Installed at Street Address 35 CAJON ST ❑Replacement/Modification of Prior Xerox Agreement I---loor[Room/Routing SUITE 222 Agreement covering Xerox Equipment Serial#(or 95#): City,State REDLANDS,CA is hereby ❑modified ❑replaced Effective Date: Zip Code 92373-4746 Comments: County Installed In San Bernardino Lease Information Customer Requested Install Date 11/17/2004 Lease Term: 60 months ❑Supplies included in Base/Print Charges ❑ Refin.of Prior Agnnt.:❑Xerox(95#): ❑3rd Party Eq. Amt Refin:$ Int Rate: % Total Int Payable:$ Lease Payment Information Min.Lease Payment Frett. Product Purchase Down Prev Fin'l (periodic,excluding excess rneler charges) (with serial number,if in place equipment) Option Payment Install Interm ❑Monthly ❑Quarterly UNIVSCAN UNIVERSAL SCANNER 650 ❑Semi-Annual ❑Annual 1)8825-STN 1)SCANSTAND 1)WFCMCT2 ❑Other Min.Lease Pavment Mode $ 226.58 :MINIMUM LEASE PAYMENT (excl.of applic.taxes) ❑Advance ❑Arrears Price Information ❑ Adjustment Period Period A-Mos.Affected: Period B-Mos.Affected: Periodic Base Charge Periodic Base Charge $ Periodic Base Charge Print Charge Meter 1: _ Print Charge Meter 1: Print Charge Meter 1: Prints 1 - Prints I - $ Prints 1 - $ Prints $ Prints Prints Prints - S Prints - Prints - Print Charge Meter 2: Print Charge Meter 2: Print Charge Meter 2: Prints I - $ Prints 1 - $ Prints I - $ Prints - Prints Prints - Periodic Min.#of Prints Periodic Min.#of Prints Periodic Min.#of Prints (based on Meter 1 Print Charges) (based on Meter 1 Print Charges) (based on Meter I Print Charges) ❑ Purchased Supplies ❑Cash ❑ Fin'd ❑ Application Software Reorder# Qty IDescription Price Software Title Initial License Fee Annual Renewal Fee ❑Cash ❑Finance ❑Support Onlv Total Price= Total Initial License Fees= ❑ Trade-In Allowance ❑K-16 Billing Additional Options(check all that apply) Manufacturer Model/ Final Allowance Suspension ❑Run Length Pian ❑Fixed Price Plan Serial# Principal Payment#: (check 1 as required) ❑Per-Foot Pricing Months affected ❑Extended Service Hours: ❑ June only Description: /$ 0 mo. ❑ July only ZAttached Addenda: 51864-1 Total Allowance= ❑ August only Total Allowance Applied to: ❑Trade-In Equip.Balance: ❑ June-July ❑Price of Replemnt.Equip.: ❑ July-August FOR UTHORIZI D HQ INTERNAL USE ONI_.ti' Worksheet B9,87o5 I_!nit:i 111__1912(n'H 1815 16 www.xerox,conm Xerox Form#51860-1 (07/2004) 11/17/2004 Page 5 of 1 1 THE DOCUMENT COMPANY AGREEMENT ADDENDUM XEROX,. ADDENDUM TO CREATE A SEPARATE MAINTENANCE AGREEMENT This ADDENDUM("Addendum")amends the agreement between you and Xerox to which it is attached(the "Agreement"). The parties agree to the following terms that shall be additive to those found elsewhere in the Agreement: 7. The Minimum Lease Payment shall not include a Maintenance Component and, as such, Xerox shall not be obligated to maintain the Equipment as part of the Agreement. Instead, you agree that by the inclusion of this Addendum, you and Xerox have entered into a separate and distinct Maintenance Agreement (the "Maintenance Agreement") which shall be in effect for the same period as the Agreement, including any extensions thereof. You further agree that a breach of either the Agreement or the Maintenance Agreement, including,but not limited to, any failure on your part to make payments as they become due, shall constitute a breach of both. 8. The terms of the Maintenance Agreement shall be the same as those set out in the Agreement other than (a)as set forth above, and (b)the inclusion of the following: I. PRICING CHANGES. Xerox may annually increase the Periodic Base and Print Charges, each such increase not to exceed 10%o. (For state and local government customers, this adjustment shall take place at the commencement of each of your annual contract cycles.) II. BILLING. The Minimum Periodic Maintenance Payment includes a Periodic Base Charge, and may include a Periodic Minimum Number of Prints. Minimum Periodic Maintenance Payments (and, where applicable, Annual Charges) are billed in advance, with additional Print Charges billed in arrears 9. The Pricing Details of the Maintenance Agreement shall be as follows: Maintenance Agreement Price Information Adjustment Period Periodic Base Charge $ 50.00 Mos.Affected: Print Charge Meter 1: Periodic Base Charge $ Print Charge Meter 1: Prints I - $ Prints I - $ Prints - $ Prints - Prints $ Prints Print Charge Meter 2: Print Charge Meter 2: � �. Prints 1 Prints I - $ Prints Prints $ Periodic.Min.#of Prints Print Charge Meter 3: (based on Meter I Print Charges) Prints 1 - + $ Prints $ Print Charge Meter 4: Prints I + $ Prints $ Periodic Min.#of Prints (based on Meter I Print Charges) 11 Supplies included in Base/Print.Charges 4. Except as set forth above,the Agreement shall remain as stated. In the event of a conflict between the terms found elsewhere in the Agreement and this Addendum,this Addendum shall control. Xerox Form#51864-1 (01/2004) 11/17/2004 Page 6 Of I I GENERAL TERMS: The following terms apply to all lease transactions: prescribed by Xerox. If you do not provide Xerox with meter readings as required, Xerox may estimate them and bill you accordingly, 1. PRODUCTS. The term"Products"shall refer collectively to all equipment(the D. EQUIPMENT REPLACEMENT. If Xerox is unable to maintain the "Equipment"),software,and supplies ordered under this Agreement. You represent Equipment as described above, Xerox will, as your exclusive remedy for Xerox's that the Products are being ordered for your own business use(rather than resale) failure to provide Basic Services, replace the Equipment with an identical product and that flick will not be used for personal,household or family purposes- or, at Xerox's option, another product of equal or greater capabilities. If a 2. NON-CANCELABLE LEASE- THIS AGREEMENT IS A LEASE AND IT replacement product is provided pursuant to this Section,it shall be subject to the, CANNOT BE CANCELED OR TERMINATED EXCEPT AS EXPRESSLY terms and conditions of this Agreement, there will not be an additional charge to]- PROVIDED HEREIN. YOUR OBLIGATION TO MAKE MINIMUM LEASE the replacement product and,except as set forth in Section 10 below,there will not PAYMENTS AND TO PAY ANY OTHER AMOUNTS DUE HEREUNDER be an additional charge for Basic Services during the then-current term during SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE which Basic Services are being provided. SUBJECT TO ANY DELAY, REDUCTION, SET-OFT, DEFENSE, E. CARTRIDGE PRODUCTS, If Xerox is providing Basic Services for COUNTERCLAIM OR RECOUPMENT FOR ANY REASON WHATSOEVER, Equipment utilizing cartridges designated by Xerox as customer replaceable IRRESPECTIVE OF XEROX'S PERFORMANCE OF ITS OBLIGATIONS ("Cartridges"), you agree to use only unmodified Cartridges purchased directly HEREUNDER, INCLUDING PURSUANT TO SECTIONS 4 AND 23 HEREOF. from Xerox or its authorized resellers;in the United States. ANY CLAIM THAT YOU MAY HAVE AGAINST XEROX MAY BE F. PC/WORKSTATION REQUIREMENTS. In order to receive Basic Services ASSERTED SOLELY AGAINST XEROX IN A SEPARATE ACTION. and/or Software Support for Equipment requiring connection to a PC or 3. LEASE COMMENCEMENT,PAYMENT,TAXES&CREDIT HISTORY. workstation,you must utilize a PC or workstation that either(1)has been provided A. The lease term for this Agreement shall commence upon installation of the by Xerox or(2)meets Xerox's published specifications. Equipment;provided,however-, for customer-installable Equipment,the lease term G. DELIVERY AND REMOVAL. Xerox will be responsible for all standard for this Agreement shall commence upon delivery of the Equipment. delivery and removal charges. You will only be responsible for any non-standard B. You agree to pay Xerox each Minimum Lease Payment,all Print Charges and delivery or removal expenses incurred. all amounts due hereunder within thirty(30)days of the invoice date or on the due 5- WARRANTY DISCLAIMER & WAIVERS, XEROX DISCLAIMS, AND date listed on the invoice, whichever is earlier. Restrictive covenants on YOU WAIVE, THE IMPLIED WARRANTY OF FITNESS FOR A instruments or documents submitted for or with payments you send to Xerox will PARTICULAR PURPOSE. The parties intend this agreement to be a "finance not reduce your obligations. lease" under article 2a of the uniform commercial code Cucc`). Except to the C. You shall be responsible for any and all applicable Taxes, which will be extent expressly provided herein,you waive, to the extent permitted by applicable law,all rights and remedies conferred upon a lessee by article 2a of the ucc, 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 6. INTELLECTUAL PROPERTY INDEMNITY, Xerox will defend and governmental entity or any political subdivision thereof, however designated or indemnify you if any Product is alleged to infringe someone else's L.S.intellectual levied,imposed on this Agreement or the amounts payable to Xerox by you for the property rights provided you promptly notify Xerox of the alleged infringement and billing of Products, Print Charges, services and maintenance of any kind: Taxes permit Xerox to direct the defense. Xerox is not responsible for any non-Xerox include, but are not limited to, sales and use, rental, excise, gross receipts and litigation expenses or settlements unless it preapproves their)in writing. To avoid occupational or privilege taxes, plus any interest and/or penalty thereon, but infringement, Xerox may modify or substitute an equivalent Product, refund the excluding any personal property taxes and taxes on Xerox's net income If a taxing price paid for the Product (less the reasonable rental value for the period it was authority determines that Xerox did not collect all applicable Taxes, you shall available to you), or obtain any necessary licenses. Xerox is not liable for any remain liable to Xerox for such additional Taxes. infringement-related liabilities outside the scope of this Section including, but not D. You,to the extent required by applicable law,authorize Xerox(or its agent)to limited to,infringement based upon a Product being modified to your specifications obtain credit reports (including in connection with credit analysis or subsequent or being used or sold with products not provided by Xerox. review,collection or enforcement of your obligations hereunder), make such other 7. LIMITATION OF LIABILITY. Xerox shall not be liable to you for any direct credit inquiries a,Xerox may deem necessary,furnish payment history information damages in excess of 510,000 or the amounts paid hereunder,whichever is greater, to credit reporting agencies,and release to prospective assignees of this Agreement and neither party shall be liable to the other for any special, indirect, incidental, or any rights hereunder information Xerox has about you and this Agreement. Even consequential or punitive damages arising out of or relating to this Agreement, if Products have been delivered, Xerox may, within sixty (60)days following its whether the claim alleges tortious conduct(including negligence)or any other legal acceptance of this Agreement, revoke the Agreement if your credit approval is theory. Any action you take against Xerox must be commenced within two (2) denied, years after the event that caused it. 4. BASIC SERVICES, As a mandatory part of a Lease,Xerox (or a designated S. ASSIGNMENT. servicer) will provide the following Basic Services under this Agreement (unless A. If you wish to assign any rights or obligations under this Agreement,you shall you are acquiring Equipment for which Xerox does not offer Basic Services: such provide' a written notice to Xerox of such request for consent, with said notice Equipment to be designated as"No Svc."): including the name of the proposed assignee. Your request to assign this A. REPAIRS & PARTS. Xerox will make repairs and adjustments necessary to Agreement will be granted by Xerox if. (1) you are not in default under this keep Equipment in good working order (including such repairs or adjustments Agreement or under any other agreement with Xerox; (2) the proposed assignee required during initial installation). Parts required for repair may be new, agrees to Section 3.D. of this Agreement titled "LEASE COMMENCEMENT, reprocessed,or recovered. PAYMENT, TAXES &CREDIT HISTORY"as applicable to it, for the purposes B. HOURS & EXCLUSIONS. Unless otherwise stated, Basic Services will be of'the proposed assignment; (3)the proposed assignee meets Xerox's then current provided during Xerox's standard working hours (excluding Xerox-recognized credit criteria for similar transactions as determined by Xerox in its sole discretion; holidays)in areas within the United States,its territories,and possessions open for and, (4)you and the proposed assignee execute a writing, in a form acceptable to repair service for the Equipment at issue. You agree to give Xerox reasonable Xerox,confirming said assignment. access to the Equipment. Basic Services shall cover repairs, and adjustments B. Xerox may assign this Agreement, in whole or in part,without prior notice to required as a result of normal wear and tear or defects in materials or workmanship you and may release information it has about you related to this Agreement. Each (and shall exclude repairs or adjustments Xerox determines to relate to or be successive assignee of Xerox shall have all of the rights but none of the obligations affected by the use of options,accessories,or other connected products not serviced of Xerox hereunder. You ,hall continue to look to Xerox for performance of by Xerox, as well as any non-Xerox alterations, relocation, service, supplies. or Xerox's obligations, including the provision of Basic Services, and you hereby consumables). You agree to use the Equipment in accordance with all applicable waive and release any assignees of Xerox from any such claire. To the extent that manuals and instructions. You also agree to perform all operator maintenance Xerox notifies you of any such assignment, you shall make all payments due procedures for the Equipment and to purchase all referenced parts, tools, and hereunder in accordance with the instructions of such assis*mees of Xerox. You supplies needed to perform those procedures that are described in the applicable shall not assert any defense, counterclaim or setoff that you may have, or claim manuals and instructions. against Xerox against any assignees of Xerox, C. INSTALLATION SITE & METER READINGS, The Equipment installation 9. MINIMUM LEASE PAYMENTS Each y4ininiurn Tvasc Payment (which -,;ire must conform to Xerox's published requirements throughout the term of this may,be billed on more than one invoice)includes a Periodic Base Charge,and niax Agreement. If applicable, you agree to provide meter readings in the manner Xerox Form#51 860t&c(07/2004) 11/17/2004 Page 7 of I I I-L:14 Z :c, 1 include a Periodic Minimum Number of points, The Minimum Lease Payments, Cartridges:you agree that these cartridges Icillain the property of Xerox and you along with any addiiiinial Print Charges for prints made in excess of the Minimum'4 shall return them to Xerox for remanufacturing once they cease functioning, of, Prints, cover your cost for the u�e of the Equipmow and it., inainrerance 'provided as Basic Services), 5. EQUIPMENT STATUS, In support of Xerox'serivironniental leadership goaL and uniess you are acquiring Previously installed Equipmem, Equipoicrit will be 10. MAINTENANCE COMPONENT PRICE INCREASES. Xerox may annually either(a) "Newly Manufactured",which rany contain some recycled Components increase that ifirroum of the Minimum Lease Payment and Print Charges you art that are reconditioned:(b)"Factory Produced New Model".which is manufactured charged for maintenance of the ►:quipnicnt (Olc"Maintenance Comporent"j,each. and newly serialized at a Xerox factory,adds functions and features to a product such increase not to exceed 10%. (For state and local government cus(oviert, this jintviously disassembled to a Xerox predetermined standaid,and contains both new .1diLiqu-nent shall take place at the commencement of each of your annual colonicl components and recycled components that tire reconditioned: or, (c) cycles,) "Reirianufactured". which has been factory produced following disassembly to a 1 I. TITLE, RISK & RELOCATION. TiOc to the Equipment shall remain with Xcrox predetermined standard and contains both new components and recycled Xerox unless and until you exercise your option to purchase the Equipment. If You components that arta reconditioned. acquire 60v to the Equipment, you must comply with all applicable laws and 16. PURCHASE OPTIONS, You may purchase the Equipment,"AS IS,WHERE- regulations, regarding the export of any ccfnirfrodity, technology andlor software. IS"and WITHOUT ANY WARRANTY AS TO CONDMION OR VALUE.at the You agree that:(a)the Fquipincril shall remain personal properly;(b)you will not end of,or during,the lease term. You may purchase the Equipment at the end of attach any offlic Equipment as a fixture to any real estate:(c)you will not pledge, the)ease let-III for the Purchase Option indicated in this Agreement(i.e..calier a set sub-lease or part with possession of the Equipment or file or permit to be riled any dollar amount or the Fair Market Value of the &)uipmew at the lease fertin's lien against the Equipment:and,(d)you will nor make any permanent alterations it) conclusion [-FMV-I). plus any applicable Taxes. You may purchase the the Equipmerr. The tisis of toss due to your fault or negligence,as well as theft or Equipment at any time during the lease form by paying: (a)all amounts then due: disappearance, shall pass to you upon shipment front a Xerox controlled facility, (b) the remaining Minintuni Lease Payments in (he Agreement's term less any The risk of loss due to all other causes shall remain with Xerox unless and until you unearned Finance, maintenance, and supply charges (as reflected on the lessor's- exercise your option it) purchase the Fquiprifew. Unless and until rifle passes to books and recurds);(c)it reasonable disengagement fee calculated by Xerox(the you, all Equipment relocation, must be arranged (or approved in advance) by armour(of such fee to be available from Xerox at any time upon request);(d)(lie Xerox. Fquipment cannot be relocated outside of the United States,its territories or applicable Purchase Option;and,(c)all applicable TaN`oN possessions until you have exercised the Purchase Option indicated in this Agreernerii. All partshilerials placed, including as pats of an upgrade, will 17 PROTECTION OF XFROX'S RIGHTS. You hereby authorize Xerox or i(--; hL,,:ornk:Xerox's property ivreagents to fite,by any permissible means,all documents necessary to protect Xcrox's rights as the Equipment Lessor (including any Uniform Commercial Code 12 RENEWAL. Unless either party provides notice at least thirty(30)days before protective filings in favor of Xerox). You agree that Xerox can,but shat) not be the end of the leas,rerun of its intention not (o renew the lease,i: will he renewed obligated to, take on your behalf and at your'expense any action required to be aunornatically on a month-to nionth basis at the same price and oil(he same terins taken by you under this Agreement and which you fail ill take, and conditions. Hilling will occur at the same frequency as the original lease, 18, REPRESENTATIONS,WARRANTIES&COVENANTS. You represent, s During this renewal period,either side may terminate this Agiventent upon at least `c thirty(30)dans notice. of the dale of(his Agrectrient,that: (a)you have the lawful power and authority to enter into this Agrccnncnt:Oil life persion(s)signing this Agreement have been duly 11, BREACH&RUMHDII-S:LA'a,.CHARGES&COLLECTION EXPENSES, authorized to do so on your behalf*:(c)by entering into this Agreement you will not A, If any payment is not received by Xerox on of,before the due date.Xcrox stay violate any law or other agreement to which you are a party:(d)you lie not aware charge you,and you agree to pay,a late charge to cover Xerox's costs of collection of anything that will have a material negative effect on your ability to satisfy your equal to S25,0i)for if less,the inaxinium arnouni,peryinued by law) obligations under this Agreement, and, (e) ill[ financial information you have B, You will be in default under this Agrcerrieril if'(1)Xerox does net receive any provided to Xerox is true and accurate and provides a good representation of your payment within Fiftecir(t5)days at-tcr the date it is due or(2)if you fail to cure any financial condition other breach hereunder within fifteen(15) days after receiving of'notice of said lit addition to the other provisions of this Agreement,you agree that during the lerru breach. If you dcf4uh, Xerox, in addition to its other remedies (including the of this Agreement, you will promptly notify Xerox in writing if you move your cessation of Basic Scrviecs), may require iminectrare payment. as liquidate(] principal place of business,if you change the name of your business or if there is a damages for lugs ofbargainand nor as a Icnalty.of: (a)all amounts[)let)due,plus change in ownership. interest on all allrouris due from the due date until paid ill the role of one and one- 19. NOTICES. Notices inust be in writing and will be deemed given five(5)clays half percent (L51)Per month low to exceed the maximain amount perinitted by title" Mailing, or two (2) days after sending by nationally recognized overnight law):(b)the rornairong,Minimum Luse Paynients in the Agreement's term less any courier,tts your or truo business address,or it)such other address designated by unearned fininicc, maiweriance, and supply charge, (as reflectcd on the Icssot's either party to the other by writlen notice given pursuant to this sentence- Icor books and records),ic) A oniscortable disengagement fee calculated by Xerox,that putposcsofthe foregoing sell(ence,the terror"bu.sinessaddicss"shall meat,lot you, will not exceed fifteen peleent (15%)ret the anlouill in (b)above(-said aflacrif lit is the*'Bill to"address listed on tire first page of-this Agreement and,for Xerox.out- available front Xeroxl at ally little upon request);and,(d)all applicable Taxes, In inquiry address set tooth on lite.most recent invoice to you, addition to paying the amounts required in the preceding,sentence it'yew default. you shall either(1)return the Equipment to Xerox in the surae condition as when 20. FORCE MAJEURF. Xerox shall not be liable to you during any period in delivered.reasonable wear and tear excepted,when requested(ii do%(I by Xerox.or which its licilbralailce is delayed Or prevented, in whole or in part. by a (2)purchase the Equipment by paying Xerox the Purchase Option 1herefor and all circuluroance beyond its reasonable control,which Circumstances include,but arc applicable Taxes. If you elect to purchase the FATtlifinlClIt. lidc 10 the PtIlliptneill not limited(o,file following: act of God(e,g-flood,earthquake,wind);fire:war. shall pasr;in you"AS IS.WHERE IS"and WITHOUT ANY WARRANTY AS TO act ofit public unclay Lit'tevrorist:act ol`sabotage;epidermic:strike or other labor CONDITION OR VALUf, after Xcrox receives payment offhe amounts required dispute:riot:piracy ill-other inisadvcmuvo of the sea;embargo:inability ill secure under (a). (b), (c), id) and (2) above ill ibis section and file Purchase Option, mritetiik and/or branspoi-tatiow lit-,a restriction imposed by legislation,an order or Xerox's decision to waive or forgive a particular default shall not prevent Xerox a rule or regulation of a governmental entity, if'such a circumstance occurs.Xcrox front declining any other default. (if addition,if you default under this Agreement. shall undertake reasonable action to notify you ol'the sinmc. You igree, 10 pay all of tire costs Xerox incurs to cloroicc. its rights against you, 21. M ISCI-I.1.ANEOUS. This Alrr11:nX!A(Constitutes the entire nticonl1cot as to i irwkidinr reasonable attorneys'I`ceti,aid actual costs, sadljccl miner. sullersedes all prior and contenipurallecrus oral and written 14. CARTRII)Cil'S, lit sulipoti of Xcl,ox's envirninnenta) leadership goals, agrecoicilis, and shall he construed under the laws ;if ill'! State of= cartridges paJed wilh Filuip=i rent and roplaceitictir Cartridges filly be new, Iwilhoui regard to cordlicr-of-law principles). rClIIaoUf30Loud or Icpr0CeSWd. Rernanufactured mid teproc-.sed carnidxrN meet 44-�' �' - H — XQrox` new caill-idg",perloirmanve standards and crinizint tiow and1cti reptocesycd Ifacouri finds any form of this Agree font hi ref To enhanco print quality, the carind., (.0 1 A, nrarr), modch; tit lie 1se reloarfline componeres, c N, n - _ (crin, of this Agicemcm shall remain tri efle,t, 0 Equipment rfave tien(icsit'ned it)cease Functioning ill it predelol ull;tied ponn. In k:,tlx only rorzill a 1,cptodirclioll�c.g,Occ!Forlic illclgc�plo�locopy,or iacsialile)(it, r4ditiov,many Etpopincivi,toocick air designed ill(unction only with carijidgcS thm !his Agivemcnt whichviall he considered ao ,jigiral And ill, -ov o! with cartlid"ei intended I'm 'We riewly Illanut"ctuicil original Xel "clion-to ollfavc qoN AgrcemozV Xerox may accefil tho; Agreement cijblor try o. signalurc or it�� C'Armwilcing per!ormaoce (c use in tho U S. E-quiltnr,,nt configuration that I.vi-mits usc of nit-nowly FtImptnent deli eTvl nlajluldcrared orjirwd X"711)x carilidgc� may fc availahlo francxcro:, „1 ,ii; All chin,,c,i,i thi� ALonnoery mus* he ma in a boned hy ho'(11 parlics:,-'o adhilclal J-im i w "ickw�M lmdulJ).,any tclf1 ycto ollering doclownts�,hall he of no tkncL!or(,;Tc�,t Cc�(a 11 itic alcor sold a:i Ell� mrlw�rtnl Par-olciship '5 cro I oi m#Y 1800f&c N; /2,004 j 11/11 00104 0 C 49 U 9?1 9 6 U_` -TiVilix bythescSoftwaveTviols- New reienste;of the Rise or Applicrstion3oftwnm that iTI wn VV At, The following four settlers, control over every oftr part !ii-this Agreement and over all Orel documents now are not Maintenance Rcleasex, if any,may be Subject to additional license fees at Uorlbocr pertaining to this Agreement. We both intend to comply with applicable Xerox's then-currant pricing and shall be considered Hiv,v.or Application Software lilwi, in no event Will XMIX Lhllfge mar collect any anioursts in excess of those governed by these Software Terms(unlcsotherwise noted). Xcrox will no(be in allowed by applicable law. Any part of this Agreement that would, but for this breach ill'its software support obligations hereunder if,tit order to itriplement, in Section, be read under any circumstances to allow for a charge higher than that whole or in part,a riLw release of Base or Application SON,=provided or made allowed under any applicable legal limit,is limited and modified by this Semen to available to you by Xerox.You must procure,at your expense•additional hardware limit tile amounts, chargeable under this Agreement to the inallinium amount andlor software from Xerox or any Other entity, You agree to return or destroy all allowed under the legal limit. If.in any circumstances,any amount in excess of that prior releases. allowed by law is charged or received,any such charge will be dlierned limited by C, Xerox will use reasonable efforts, either directly and/or with its vendors, to the amount legally allowed and any amount received by Xerox in excess of that resolve coding crTors or provide workarounds or patches, provided you report legally allowed will be applied by us to the payment or amounts legally owed under problems in(lie manner specified by Xerox. this Agreement,or refunded to you. D. Xerox shall not be obligated(I)to support any base or Application Software SOFTWARH TERMS: The following-additional terms apply only to transactions that is two or more generations older than Xerox's mota current release or(2) to covering Application Software:and/or Xerox-brand Equipment: rentedy cooing errors if you have modified the Base or Application Software, 21. S01"TWARE LICENSE, The following terms apply to copyrighted software K Xerox may annually increase the Annual Renewal and Support-Only Fees,each and the accompanying documentation, including, but not limited to, operating such increase not in exceed 1014. (For suite and local-government customers,this system software, provided with or within the Xerox-brand r4oiptnent acquired adjustment shall take place at the commencement of each of your annual contract hereunder("Base Software")as Well as software specifically set out,is"Application cycles.) Software" on the face of(his Agreement. This license nes not apply to any 24. DIAGNOSTIC S01"TWARE. Suillwart:used to maintain the Equipment and/or Diagnostic Software or to any softwares I documentation accompanied by a diagnose its failures or substandard perkirrienice (volletively click,wrap or shrinitwi-ap license agriccinent or otherwise made subject to a scparale Software")is embedded in,resides on,or inay be loaded onto the Equipntcnt The license aglecolen(, Diagnostic Software and method of entry or access to it constitute valuable trade A. Xerox grants you a non-exclusive, nen-transferable license to use the Base secrets of Xerox Title to the Diagnostic Software'shall at all tijocti remain solely Suftwili-C within the United States, it, territories, and possessions (tile -United with Xerox and/or Xerox's licensers, You agree that (a) your acquisition of the States") only on or with the Fquipwrient with which (or within which) it was Fquipment does not grant you a license or right ut use the Diagnostic Software in delivered, For Application Software, Xerox grants you it non-exclusive, non- any manner,and(b)that unless separately license{by Xerox to do se,you will not transferable license to use this,soilwaru within the United States on any single unit use,reproduce,distribute,or disclose(lie Diagnostic Software for any purpose(or of equipment for a; long as you are current in the payment of any indicated allow third parties to ill)so). you agree at all times(including subsequent to the software ticcnse fun (including any Annual Renewal Fees). You have ric other expiration of This Agreement)to allow Xerox lit access,monitor,and otherwise take rights to the Base or Application Software and, in particular, may not: (1) steps to prevent unauthorized use or reproduction of the Diagnostic Software. distribuic,sully, modify,create derivatives of, dccolnpdc,01'rcverge engineer this orftwaie,(2) activatanyav software deliveredwith or within the Fquipment in an LOVE RNME,—N4 CUSTOMERRIE LRLNUS: The Following additionalternis apply unactivated glale: 'It" (3)allow others to engage in same. Title to ill,: Base and onfv to lease vrare,,actions Yiih state anti local government uvistuillers: Application Software anti all copyrights and other intellectual property rights in it 25, REPRESENTATIONS&WARRANTIES,FUNDING,TAX TREATMENT& shall in all rimes reside solely with Xerox and/or its, HeLlisori (who shall be PAYMENT considered third-party beneficiaries of this Agolernenl's software and Inninition of' A. REPRESF.NTATIONS&WARRANTIES. You hereby represent and warrant, ability Provisions). Base and Application Software stay contain,or he modified to contain, computer code capable of automatically disabling proper operation or as ol'the date of this Agreement. that: (1)you ate a State or a fully constituted political subdivision or agency of the State in which you are located and are functioning of the Equipment Such disabling code may be activated if (,a)Xerox authorized to enter iilul,and carry Out,your obligatiotus under this Agi-cemew and is denied reasonable access in,the Base or Application Software to periodically reset any other documents required to he delivered in connection with the Agrecillent such code;(b)you are notified of a default under any ternit of this Agmenient,or. (collccriwly, the "Documents'); (2) the Documents have been duly authorized, (e)your license is icrininated or expires, executed find delillmd by you in accordance with all applicable laws, rules, 14. ordinances and regulations (including, but not linated to, all applicable laws no longer use or possess the.Fquipll",It of are a lessor tit'the Equipment and your governing open meetings,public bidding and appropriations rctirthed in connection first lessee no longer uses or possesses it, ter (2) upon the 1crininalion of aro, with this Allicruent and the acquisition of the Equipment) and an: valid, legal, agreement under which you have rallied or leased the Equipmem. binding agrectricinF,enforccable in accordance Willi their terms and the persons) C. If You li'allsfer firessessiori of file Equipment alter you obtain title lit it, Xcrox signing (lie Doctimenti; have the authority to do so, am acting, Willi the full will offer the transferee it license to use[lie Base Software within the United Stales authorization of your governing body and hold the offices in below their on or with it,subject in Xerox's then-applicable lerins,and license fees.if any,anti siitjlaturcs, each of which are gceuine: (3) (be Equipment is essential it) the provided ilia transicr is no(ill violation ol'Xcilix'z rights, inlinedialk:ficifuloanxe of a govelm"inual or proprieniry function by you within the D. X en)x will rants duan the Base and A ppl icar;tiii So fmot rQ will Perform in material scope of your authority and shall he used during the lease wrm only by you and conrorniity with its published specifications for a ninety(90)day period iron,(lie only to perf�nin such function,and.(4)your obligations to lenji(paymeol,under date it is delivered or, for softwate insfallod by Xerox. illc date of software this Agreement constitute a current expense and not n debt under applicable state installation. Neither Xerox nor its licensors wiurrard that the Base or Appheacion law and it,)provision of this Agreement cotildimics a pleoge ofy(tur tax ill gencral Software will be free from errors ur that its operation will be uninterrupted revenues and any provision that is so construed by it couri o[comp runt•jure<Jictiun 213, SOFTWARF' SUPPORT. During (lie period onn Xerox (or a designated is void Brill(lie inception of this Agreement. 13, FUNDING, You represent and warrinu 'h4il all paynteriol due and ter become wrvicev)provides Basic Services for(he Fquipmeni,but in tit)event lon6cs than live due during your curiviii fiscal year mi:within the fiscal budget ol'such year and tit (N)year-.,alter Xerox strips taking orders front customers for their acquisition of,the I �ubjccl model Of E14iliPrilent, Xcn-Os (Or it designated sCJViCCrf Will also provide; included within all unrestricted and uncrananifienext appropria(ion currently avaiiiihic ,software support l'or the Base Software under the following(entill. For Application for file lc3xc/Purch3W of file F14uiplacill. and 111al it is your intent currently tille Sofiware.Xerox will provide this sane latntl of support provided you are current ill FqUiptnent for(lie entire lease term and to make all payinoms required under this the payniew ofall initial License and Annual Renewal Fees((it, 1*oi prop vers 1101 Agrecowni. fit jile vvient drat(I I through no action initiate/)by you Your legislative body ones not appropriate funds for the corainuation of this Agreement for any li,quiring Annual Rnlciwal Pccs, 111 W I I t tine IIc Initial License Fcc and the fo4cal Vear after Ow,lost fiscal year and has no lands iri oil so f*loni other sourckox. annual"Suppoll Only-FcCO and Q)you have made a reasonable but unsuccessful cifoo 'o find a orrifil-woolly A, Xeox Will assine ilia; Base and Application SoIlw;jrc ocrl'ornis in as;iplce a(Cep(able it;Xcrox ill ill,soft:di.,Cronor:villin ynur gcrlcoll o4gulitaiion with its pa boshcd spccificittioir, and w;Il inairnain a toffl-free kotk;%� Who,can couliruc!Ill,A!,,vk!cn)cni,this Agiconcot may K°iclriunatcd.To cl1cet ihis daring, talldard httarn--,.hours to answer rilincd quc,tk`ol,, lerillinallon, lou snail,th�riy(30)days pTior to te begirmirg of lbejj,, j yearI f�rr Ii xtmx 11cly riti;,C avaiLlbIL, ncv, I hascof Inc flasc or Application Sohliv�tr,,, which lour lcgkLo�v,7 body docx rut! approrriatc Ruld-, for such ups:oolulg fi.;Cal has p'llo;i1dy incolpiwafu codirl6, Viror 5xcs and�ov designaled, is "Ma'11(oull"c- year, end Xerox c,rawn nonce s�ating that youl )cgi.kuive hi laded iv malmenance Izwi a Ws mr providcd al no chart4c and intivi b_� apploprialc lunds and that Von)),AVC loade the 11-k1tin-Cil Q'Crt eta bed a;l ass i g I I Ce within pix allvr 116111ti lialkic,av4iil,lblc to You. 1�akh net= YO'Ur tl'Olivt`A11111!lC;ii C0lojN;n!vd hv paylocni of all suol%then owcd tlmough th, '0,owcnaocc kcfca,: if;dt h,_' o'nsidcicd li:isv t v Applicatem Soffiv,ev cil,i,olct! yoji tel Xcio, un&r fluS At_,reemcn: anal wus; ctlijiv 0"'al the iwcctcd Xcim 1,onntt�I VOt&,-,WV2004! I i/I 112oul pagc Q of 11 Equipment is not being replaced by equipment performing similar functions during your obligations regarding the Equipment,the full amount of the initial license fees the ensuing fiscal year. In addition, you agree at your expense to return the shall be immediately due and payable. Equipment in good condition to a location designated by Xerox and that. when 30, FINANCED SUPPLIES TOTAL. If this option has been selected, the cost of returned,the Equipment will be free of all liens and encumbrances. You will then any supplies you have purchased under this Agreement shall be paid for through be released from your obligations to make any further payments to Xerox beyond your Minimum Lease Payments.If you breach any of your obligations regarding the those due for the current fiscal year(with Xerox retaining all sums paid to date). Equipment,the full amount of the supply costs shall become immediately due and C. TAX TREATMENT. This Agreement has been accepted on the basis of your payable. representation that Xerox may claim any interest paid by you as exempt from 3I. REFINANCE OF PRIOR AGREEMENT. If this option has been selected.the federal income tax under Section 103(c)of the Code.You agree to comply with the balance of your prior indicated agreement with Xerox ora third party shall be paid information reporting requirements of Section 149(e)of the Code.Such compliance for through your Minimum Lease Payments. If your prior agreement is with a third shall include, but not be limited to, the execution of 8038-G or 8038-GC party,you h.hereby acknowledge that you have the right to terminate the agreement Information Returns. You hereby appoint Xerox as your agent to maintain, and and agree to provide a statement from the third-party identifying the equipment at Xerox agrees to maintain,or cause to be maintained,a complete and accurate record issue and the amount to be paid off(as well as a statement from you identifying the of all assignments of this Agreement in form sufficient to comply with the book payee and mailing address for your payoff check). If vour prior agreement was entry requirements of Section 149(a) of the Code and the regulations prescribed thereunder from time to time. Should Xerox lose the benefit of this exemption as a with Xerox,the use of this refinance option shall render your prior agreement null result of your failure to comply with or be covered by Section 103(c) or its and void. If you breach this Agreement, the full amount of your prior agreement regulations, then, subject to the availability of funds and upon demand by Xerox, balance shall be immediately due and payable. you shall pay Xerox an amount equal to its loss in this regard. At the time of 32. ADJUSTMENT PERIOD. If this option has been selected, your Minimum execution of this Agreement,you shall provide Xerox with a properly prepared and Lease Payment and/or Print Charges shall be adjusted in accordance with the executed copy of US Treasury Form 8038 or 8038-GC. information contained in the Adjustment Period portion of this Agreement; as a 1). PAYMENT. Your payment is due within thirty(30)days of our invoice date. result, your initial payment(s) shall be different from those payable during the ADDITIONAL TERMS: The following additional terms apply only to the extent balance of this Agreement. that you have agreed to one or more of the options described below: 33. K-16 BILLING SUSPENSION. If this option has been selected, the Maintenance Component of your Minimum Lease Payment and Print Charges will 26, SUPPLIES INCLUDED IN BASE/PRINT CHARGES. If this option has been be suspended each year during the months indicated. During these months, you selected, Xerox(or a designated servicer)will provide you with black toner,black agree that you will not use the Equipment and that Xerox shall not be responsible developer,copy cartridges,and fuser("Consumable Supplies")throughout the term - for providing Basic Services on it. If Xerox provides Basic Services during the K- of this Agreement. For full-color Equipment, Consumable Supplies shall also 16 Billing Suspension period,you will be billed at Xerox's then-current Time and include color toner and developer. You agree that the Consumable Supplies are Materials(-T&M-)rates for such Basic Services. 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 34. TRADE-IN EQUIPMENT- If this option has been selected,you are providing been run to their cease-function point, and that you will return any unused equipment to Xerox as part of this Agreement ("Trade-in Equipment") and the Consumable Supplies to Xerox at the end of this Agreement. Should your use of following shall apply: Consumable Supplies exceed the typical use pattern (as determined by Xerox)for A. TITLE TRANSFER. You warrant that you have the right to transfer title to the these items by more than 10%,you agree that Xerox Shall have the right to charge Trade-In Equipment and that it has been installed and performing its intended you for any such excess usage. function for the previous year at the address where the replacement equipment is to 27. REPLACEMENT/MODIFICATION OF PRIOR XEROX AGREEMENT. If be installed. Title and risk of loss to the Trade-In Equipment shall pass to Xerox this option has been selected, this Agreement will replace or modify a prior when Xerox removes it from your premises. agreement between you and Xerox covering the specified equipment. If it is a B. CONDITION. You warrant that the Trade-in Equipment is in good working replacement agreement, the prior agreement shall be null and void. If it is a order,has not been modified from its original configuration(other than by Xerox), modification, the prior agreement shall remain in effect except that any terms and has a UL label attached. You agree to maintain the Trade-In Equipment at its presented in this modification agreement that conflict with,or are additive to,any of present site and in substantially its present condition until removed by Xerox, the terms in the prior agreement shall take precedence over the terms in the prior C. ACCRUED CHARGES. You agree to pay all accrued charges for the Trade-In agreement for the balance of the Agreement. In addition,modifications requiting a Equipment(up to and including payment of the Final Principal Payment Number) reamortization of your payments may include a one-time administrative/processing and to pay all maintenance, administrative, supply and finance charges for this charge that will appear on your first bill under this revised arrangement. equipment through the date title passes to Xerox. 28. XEROX AS FINANCIAL INTERMEDIARY. If this option has been selected. 35, RUN LENGTH PLAN. if this option has been selected,the first ten prints of you are leasing specifically identified products that were selected by you and that each original (per run)are recorded and billed on both meters with all subsequent are not sold by Xerox in the normal course of its business. If you have signed a prints recorded and billed on Meter A only. (Note that if a 5090 family product purchase contract for such products, by signing this Agreement you assign your covered by this plan has its document handler left open,all affected copies will be tights but none of your obligations under such purchase contract to Xerox. With recorded and billed on both meters.) regard to these products, you agree that Xerox is leasing them to you "AS IS. 36. FIXED PRICE PLAN, If this option has been selected, Xerox will forego its WHERE IS"and that XEROX HAS NOT MADE,AND YOU HEREBY WAIVE, right to increase the Maintenance Component throughout the initial term of this ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES Agreement. WHATSOEVER, INCLUDING, WITHOUT LIMITATION, (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR 37. PER-FOOT PRICING. If this option has been selected,all Print Charges will PURPOSE OR NON-INFRINGEMENT, and (b) ANY REPRESENTATION OR be billed on a per-foot basis,with each linear foot equal to one print. WARRANTY REGARDING THE PRODUCTS' SUITABILITY, DESIGN, 38. EXTENDED SERVICE HOURS. If this option has been selected. Xerox will CONDITION, DURABILITY, OPERATION, QUALITY OF MATERIALS OR provide Basic Services during the hours indicated, with the first number WORKMANSHIP, OR COMPLIANCE WITH SPECIFICATIONS OR establishing the number of eight-hour shifts covered and the second establishing the APPLICABLE LAW. Xerox assigns to you,to the extent assignable,any warranty days of the week(e.g.,2 x 6 would provide service front 8:00 A.M.to 11:59 P.M., rights it has to these products(which rights shall revert to Xerox if you breach this Monday through Saturday). The cost of this enhanced service coverage will be Agreement). You agree (1) that these products are not covered by Xerox's billed separately and,as such,is not included in your Minimum Lease Payment or obligation to provide Basic Services;(2)to maintain a service agreement for these Print Charges. products with a service provider acceptable to Xerox throughout this Agreement's 39. ATTACHED ADDENDA, If this option has been selected.you acknowledge term: (3) to pay all personal property taxes related to these products; and t4) to assign to Xerox any rights you have to these products until title passes from Xerox that one or more specified addenda(as indicated)have been provided to you. These to you(which,subject to any software licenses surrounding the acquisition of these addenda, which provide additional terms relevant to the transactions covered products,shall occur when you obtain title to all Xerox-brand Equipment covered hereunder,are hereby fully integrated into this Agreement. by this Agreement). 40. NEGOTIATED CONTRACT. If this option has been selected, the Products 29. FINANCED SOFTWARE TOTAL, If this option has been selected,the initial identified in this Agreement are subject solely to the terms contained in(a)either license fees for anv Application Software set forth in this Agreement shall be paid (1)the identified Negotiated Contract for a lease transaction or(2) if there are no for through your Minimum Lease Payments, If you breach this license to any of such terms in the Negotiated Contract,the terms set forth in this Agreement,and,if Xerox Form#51860t&-c(07.12004) 11/1-7/2004 Page 10 of I I 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. 41 DSA CONTRACT NUMBER. If a 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 andlor 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 o)7/1-004) 1 1/17/2004 Page 11 of' 11