HomeMy WebLinkAbout780626.tiff RESOLUTION
RE: APPROVAL OF MAINTENANCE AGREEMENTS FOR FOUR XEROX COPIERS
BETWEEN XEROX CORPORATION AND WELD COUNTY, COLORADO, AND
AUTHORIZATION TO SIGN SAME.
WHEREAS, the Board of County Commissioners of Weld County,
Colorado, pursuant to Colorado statute and the Weld County Home
Rule Charter, is vested with the authority of administering the
affairs of Weld County, Colorado, and
WHEREAS, the Weld County Offices are equipped with four (4)
Xerox copiers. Locations and descriptions of said copiers are
as follows:
PRODUCT SERIAL NO. LOCATION
Xerox 600 283602008 Sheriff' s Dept.
Xerox 3100 LDC 446616942 Sheriff' s Dept.
Xerox 3100 LDC 446014148 Social Services
Xerox 3100 374094918 Motor Vehicles
WHEREAS, it has been recommended to the Board that Weld
County enter into 5-year maintenance agreements with Xerox
Corporation for maintenance of said copiers, and
WHEREAS, the Board of County Commissioners of Weld County,
Colorado deems it in the best interests of Weld County, Colorado
to enter into said agreements to provide maintenance programs
for said copiers.
NOW, THEREFORE, BE IT RESOLVED by the Board of County
Commissioners of Weld County, Colorado that the 5-year maintenance
agreements for four (4) Xerox copiers between Xerox Corporation
and Weld County be, and hereby are, approved.
BE IT FURTHER RESOLVED by the Board of County Commissioners
that the Chairman of the Board is hereby authorized to sign said
agreements, said agreements being attached hereto and incorporated
herein by this reference.
780626
The above and foregoing Resolution was on motion duly made
and seconded, approved by the following vote on the 24th day of
July, A.D. , 1978.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
.÷1-&•,..Lst/
Pkct C,.1Q , . �c[Y
ATTEST: ' """"•-" .
Weld County Clerk and Recorder
aClerk to the Boar
....;Deputy County r
AP AS TO FORM:
ED ci
County Attorney
Date Presented: July 31, 1978
XEROX XEROX •E I PMEIVT Apr ,f tive
FULL SERVICE MAINTENANCE AGREEMENT
COPIERS/DUPLICATORS/ACCESSORIES
Customer Name Weld County Government
Installation Address Sheriff's Dept. , 915 10th St., Greely, Colorado 80631
Location/Street City State Zip
Billing Address SANE
. Location/Street City State Zip
Customer's Purchase Order Number
•
EQUIPMENT DESCRIPTION
MAINFRAME
Product Xerox 660 •
Serial Numbert 283602008
Type: Li New or Remanufactured 0 Reconditioned X7 Previously Installed on Rental
ACCESSORY
Purchase Warranty
Product Serial Number Expiration Date
Xerox 660 283602008
Commencement Date
L Mainframe Warranty Expiration Date (Commencement Date for New Installations)
I Lease/Purchase Conversion Date(Commencement Date for New Conversions from Lease)
/ /
I I Xerox Acceptance Date(Commencement Date for Conversions from Time and Materials)
/ /
^.� Agreement made this day of between
r ('Customer') and Xerox Corporation ("Xerox").
4 Customer agrees to purchase, and Xerox.agrees to provide, the Full Service Maintenance "FSM" described in Paragraph 6 hereof
for the Xerox Equipment identified above in accordance with the terms and conditions set forth herein and at the prices set forth in Xerox
Corporation's published Full Service Maintenance Price List bearing the-effective date of
Customer hereby acknowledges receipt of said price list.
tT0 BE COMPLETED UPON INSTALLATION OF EQUIPMENT.
t INITIAL TERM: ••
This Agreement will commence on the date indicated on the previous page and continue for an initial term as described below:
A.-For New or Remanufactured Mainframes the initial term of Ora Agreement shall be:
1. Seven years if this Agreement commences on the Warranty Expiration Date.
2. Seven years less the time elapsed from the Warranty Expiration Date to the date this Agreement has been accepted by Xerox if the
Mainframe has not been subject to a Xerox Full Service Maintenance Agreement continually from the Warranty Expiration Date. If
more than one year has elapsed from the Warranty Expiration Date to the date of this Agreement, acceptance by Xerox is contingent 7.
upon the Mainframe completing the Xerox Renovation Process for Time and Materials Conversions.
B. For Reconditioned Mainframes the initial term of.this Agreement shall be:
1. Five years if this Agreement commences on the Warranty Expiration Date.
2. Five years less the time elapsed from the Warranty Expiration Date to the date this Agreement is accepted by.Xerox if the Mainframe
has not been subject to a Xerox Full Service Maintenance Agreement continually from the Warranty Expiration Date. If more than
one year has elapsed from the Warranty Expiration Date to the date of this Agreement, acceptance by Xerox is contingent upon the
Mainframe completing the Xerox Renovation Process for Time and Materials Conversions.
C. For Mainframes previously installed on a rental basis, the initial term of this Agreement shall be:1. Five years if this Agreement commences on the Lease/Purchase Conversion Date.
2. Five years less the time elapsed from the Lease/Purchase Conversion date to the date this Agreement is accepted by Xerox if the
Mainframe has not been subject too Xerox Full Service Maintenance Agreement continually from the Lease/Purchase Conversion
date. If mote than one year has elapsed from the Lease/Purchase Conversion date to the date of this Agreement, acceptance by
Xerox is contingent upon the Mainframe completing the Xerox Renovation Process for Time and Materials Conversions.
2. TERM EXTENSION
Upon expiration of its.Initial Term,Xerox, subject to its evaluation and/or inspection of the Equipment,may renew this Agreement on an
annual basis at the prices, terms and conditions then in effect for Extended Term service.
3. ACCESSORIES
Any accessory purchased from Xerox for which FSM pricing is available automatically shall be subject at the time of its attachment to Equip-
ment or the expiration of its purchase warranty, whichever occurs later,to the terms and conditions of this Agreement at the FSM prices
then in effect. The term of the Agreement with respect to such accessories shall be concurrent with the term for the Mainframe. Xerox,
however,may terminate this Agreement upon written notice if any accessory is attached to the Equipment,which accessory,within 30 days
prior to that attachment, was either: 1)subject to an FSM Agreement and more than five (5) years have elapsed from the accessory's
Purchase Warranty expiration date;or 2)not subject to an FSM Agreement and more than two(2)years have elapsed from the accessory's
Purchase Warranty expiration date.Xeroxalso may terminate this Agreement at any time upon written notice if any Xerox accessory attached
to the Mainframe, and for which no FSM pricing is available, cannot, in Xerox'sole discretion, be maintained in good working order and
Customer does not remove or replace such accessory upon notice from Xerox.
4. TERMINATION
Customer shall have the right,at any time,to terminate the Agreement upon 90 days advance written notice to Xerox. Except as provided in
paragraphs 3 and 11,Xerox shall have the right to terminate this Agreement only at the expiration of its Initial Term or any Annual Extension
Term upon 90 days advance written.notice.
5. CHANGES
Xerox may change prices and all other terms and conditions„except for the Initial Term of the Agreement as specified in paragraph 1, upon
90 days advance written notice to the Customer. However,Xerox does guarantee the availability of Full Service Maintenance for the Initial
Term of this Agreement as specified in paragraph 1.
6. DESCRIPTION OF FULL SERVICE.MAINTENANCE
A. During the Initial Term Xerox will maintain the Equipment in good working order in accordance with its service policy as amended from
time to time.The services will be of the same quality and timeliness as those same services when performed for Xerox'rental customers.
Service will include:
1. Unscheduled repairs during Xerox:normal working hours.
2. Ongoing maintenance.
3. Lubrication, cleaning and internal adjustments.
4. Replacement of parts which are unserviceable,as determined solely by Xerox,on an exchange.basis. Replaced parts will become the
property of Xerox.
B. During any Extension Term Xerox will provide the same level of service availability as in the Initial Term.Xerox does not represent,however,
that it will be able to maintain the Equipment in good working order in accordance with its service policy as amended from time to time.
Service in the Extension Term will include:
1. Unscheduled repairs during Xerox'normal working hours.
2. Ongoing maintenance.
3. Lubrication, cleaning and internal adjustments.
4. Replacement of parts which are unserviceable,as determined solely by Xerox, on an exchange basis. Replaced parts will become the
• property of Xerox.
C. Xerox will provide After Hours Service,on an if available basis, at an incremental rate equal to the charges for After Hours Service to
Xerox rental Customers in effect at the time the service is performed.
D. Xerox will install on-site engineering improvements bearing the internal Xerox designation "mandatory retrofit" which are placed on
the same model of Xerox rental Equipment,except that if the Equipment has not been subject to a Full Service Maintenance Agreement
continually from the expiration of the Purchase Equipment Warranty, only such retrofits as are introduced by Xerox during the term of
this Agreement will be installed.
E. Services not described herein(including,but not limited to, additional retrofits,services connected with relocation of the Equipment, or
adding or removing accessories,attachments or other devices,exterior painting or refinishing the unit,the performance of normal operator
functions as described in Xerox Operation Manuaasl or repair of damage or increase in service time resulting from operator neglect or
unique applications) will be charged in accordance-with Xerox Time and.Materials rates then in effect.
F. Any Xerox accessory for which no FSM pricing is available and which is attached to the Mainframe will be serviced during the term of this
Agreement as part of the normal serviceofthe Mainframe.However,in the event Xerox,at its sole discretion,can no longer maintain such
accessory in good working order, Xerox will notify the Customer to remove or replace such accessory.
G. If during the Initial Term of this Agreement Xerox, in its sole discretion, cannot maintain the Equipment in good working order, Xerox
shall replace such Equipment with another unit in good working order of the same product designation, provided that:
1. If the new, remanufactured or reconditioned Equipment is replaced within two years from the Warranty Expiration Date, the
• replacement unit shall be either a new or remanufactured nit where the original sold unit was new or remanufactured and shall be
reconditioned where the original sold unit was reconditioned:
• 2. If the new, remanufactured or reconditioned Equipment is replaced more than two years after the Warranty Expiration Date, the
replacement unit shall be a unit refurbished In accordance with the process used to refurbish Xerox' rental units;
3. If the Equipment was previously installed on a rental basis, the replacement unit shall be a unit refurbished in accordance with the
process used to refurbish Xerox rental units.
4. If Xerox cannot maintain an Accessory for which FSM pricing is available in good.working order, it shall replace that Accessory in
accordance with the above conditions but shall have no obligation to replace the.Mainframe and/or any Accessory which Xerox
determines to be in good working order;
5. All placement, removal, transportation and rigging charges shall be paid by Xerox.
7. During the fifth year of the Initial Term for new or remanufactured equipment or during the third year of the Initial Term for reconditioned
Equipment or equipment previously on lease, Xerox will perform a special evaluation to determine whether an off-site renovation, at Xerox
expense, is necessary in order to maintain the Equipment in good working order for the remainder of the Initial Term of this Agreement.
8. FORCE MAJEURE
Xerox shall not be responsible for failure to render service due to causes beyond its control, including, but not limited to work stoppages,
fires, civil disobediences, riots, rebellions, acts of God and similar occurrences.
9. WARRANTY
Other than the obligation of Xerox expressly set forth herein, Xerox disclaims ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
XEROX SHALL NOT BE RESPONSIBLE FOR DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED
TO, DAMAGES ARISING FROM THE USE OR PERFORMANCE OF THE EQUIPMENT OR THE LOSS OF USE OF THE EQUIPMENT.
10. INVOICING
A. Customer shall report Equipment meter readings to Xerox at the end of each month, on forms provided by Xerox. Xerox shall have free
access to the Equipment to insure the accuracy of the meter readings.
B. Metered unit copy charges are invoiced post monthly,upon receipt of Customer's meter card,except that if the Customer's meter card is
not timely received by Xerox the unit copy charges may be estimated by Xerox and invoiced accordingly. Terms of payment are "Net
payment within 30 days from invoice date," contingent upon review and approval of Xerox' Credit Department.
C. The minimum monthly charge shall apply beginning with the first full calendar month of service hereunder and shall continue thereafter,
until this Agreement is terminated..
11. BREACH OR DEFAULT
If Customer does not pay the amounts due hereunder or breaches any of the terms of this Agreement, or if Customer ceases doing business
as a going concern, or if a petition is filed by or against Customer under any of the provisions or chapters of the Bankruptcy Act or any
Amendment thereto,or if Customer makes an assignment for the benefit of creditors or calls a general meeting of creditors, or attempts an
informal arrangement or composition with creditors or if a receiver or any officer of a court is appointed to have control of any of the property,
or if Xerox deems the Agreement to be in jeopardy or feels insecure,Xerox,in addition to any other legal remedies it may have,may terminate
this Agreement effective upon written notice to Customer. Furthermore, Xerox may terminate this Agreement effective upon written notice
in the event that the Equipment is placed in an area which violates Xerox'published space,electrical or environmental requirements,is moved
beyond the extent designated in Xerox'price lists for such Equipment without prior written notice to Xerox and such move is by other than
Xerox approved riggers,or is modified,damaged,altered or serviced by other than employees of Xerox or in the event that the Customer
fails to discontinue use of any supply item which causes machine damage,requires unreasonable excessive service or does not meet current
minimum physical property guidelines which Xerox may have published for such supply items.
12. GENERAL
A. Free Access: Xerox shall have free access to the Equipment to perform services thereon,
B. Taxes:Customer agrees to pay all taxes including state and local sales or excise taxes however designated,levied or based on the service
charges pursuant to this Agreement, and any taxes or amounts in lieu thereof paid or payable by Xerox in respect of the foregoing,
exclusive of taxes based on net income.
C. Equipment Operators: Customer shall provide Equipment key operators for each shift of operation, and Customer shall present
operators to Xerox at Xerox' training location nearest Customer's Service Address for instruction in the use of the Equipment.
D. Availability of Service: The services covered by this Agreement are available only within the continental limits of the United States,
Alaska', Puerto Rico', Hawaii* and Guam', and only where service is available to Xerox' rental Customers.
E. Notices: All notices provided for herein shall be as follows:
To Customer: At the billing address shown above.
To Xerox: At its service location nearest Customer's installation address shown above.
F. Assignment: Neither the benefits nor the obligations of this Agreement are assignable without the written consent of Xerox.
G. Headings: The headings and titles of this Agreement are inserted only for convenience and shall not affect the interpretation or con-
struction of any provisions.
H. Governing Law: This Agreement will be governed by, and construed according to, the domestic laws of the State of New York.
I. Entire Agreement: This Agreement shall become effective only after execution by Customer and Xerox in the places provided below.
It is expressly understood that no other form of acceptance, verbal or written, will be valid or binding and that this Agreement shall
constitute the entire Agreement between Customer and Xerox with respect to its subject matter, irrespective of inconsistent or
additional terms and conditions in Customer's purchase orders,in any other documents submitted to Xerox by Customer,or in represen-
tations made by Xerox personnel.
*For additional details on availability and price levels see Supplemental Price Lists for these locations.
,
XEROX CORPORATION
Customer
By
By
Branch Service Mgr.
•
By _ `� _ Title Chairman - - -..-
Branch Manager Board of County Commissioners
•
Date Date —7 /rly
•
Xerox Corporation 60049
Xerox Square XEROX@ is a trademark of XEROX CORPORATION.
Rochester,New York 14644 Printed in U.S.A.4/78
XEROX XEROX EQUIPMENT Apr'If1 1978
tine
FULL SERVICE MAINTENANCE AGREEMENT
COPIERS/DUPLICATORS/ACCESSORIES
Customer Name Weld County Government
Installation Address Sheriff's Department, 915 10th St. , Greely, Colorado 80631
Location/Street City State Zip
Billing Address SAME
Location/Street On/ State Zip
Customer's Purchase Order Number
EQUIPMENT DESCRIPTION
MAINFRAME
Product Xerox 3100 LDC
Serial Numbert Serial # 446161942
Type: I-1 New or Remanufactured O Reconditioned J Previously Installed on Rental
ACCESSORY
Purchase Warranty
Product Serial Number Expiration Date
Xerox 3100 LDC 446616942
1
•
Commencement Date
Li Mainframe Warranty Expiration Date(Commencement Date for New Installations)
/ /
l 1 Lease/Purchase Conversion Date (Commencement Date for New Conversions from Lease)
/ / •
• 1 Xerox Acceptance Date (Commencement Date for Conversions from Time and Materials)
Agreement made this . day of between
("Customer") and Xerox Corporation ("Xerox").
Customer agrees to purchase, and Xerox agrees to provide, the Full Service Maintenance "FSM" described in Paragraph 6 hereof
for the Xerox Equipment identified above in accordance with the terms and conditions set forth herein and at the prices set forth in Xerox
Corporation's published Full Service Maintenance Price List bearing the effective date of
Customer hereby acknowledges receipt of said price list.
tTO RE COMPLETED UPON.INSTALLATION OF EQUIPMENT.
1. INITIAL TERM: •
This Agreement will commence on the date indicated on the pre;ions page and continue for an initial term as described below:
A.'For New or Remanufactured Mainframes the initial term of this.Agreement shall be:
1. Seven years if this Agreement commences on the Warranty Expiration Date.
2. Seven years less the time elapsed from the Warranty Expiration Date to the date this Agreement has been accepted by Xerox if the
Mainframe has not been subject to a Xerox Full Service Maintenance Agreement continually from the Warranty Expiration Date. If /',
more than one year has elapsed from the Warranty Expiration Date to the date of this Agreement,acceptance by Xerox is contingent
upon the Mainframe completing the Xerox Renovation Process for Time and Materials Conversions.
8. For Reconditioned Mainframes the initial term of this Agreement shall be:
1. Five years if this Agreement commences on the Warranty Expiration Date.
2. Five years less the time elapsed from the Warranty Expiration Date to the dare this Agreement is accepted by Xerox if the Mainframe
has not been subject to a Xerox Full Service Maintenance Agreement continually from the Warranty Expiration Date. If more than
one year has elapsed from the Warranty Expiration Date to the date of this Agreement,acceptance by Xerox is contingent upon the
Mainframe completing the Xerox Renovation Process for Time and Materials Conversions.
C. For Mainframes previously installed on a rental basis, the initial term of this Agreement shall be:
1. Five years if this Agreement commences on the Lease/Purchase Conversion Date.
2. Five years less the time elapsed from the Lease/Purchase Conversion date to the date this Agreement is accepted by Xerox if the
Mainframe has not been subject to a Xerox Full Service Maintenance Agreement continually from the Lease/Purchase Conversion
date. If more than one year has elapsed from the Lease/Purchase Conversion date to the date of this Agreement, acceptance by
Xerox is contingent upon the Mainframe completing the Xerox Renovation Process for Time and Materials Conversions.
2. TERM EXTENSION •
Upon expiration of its Initial Term,Xerox, subject to its evaluation and/or inspection of the Equipment, may renew this Agreement on an
annual basis at the prices, terms and conditions then in effect for Extended Term service.
3. ACCESSORIES
Any accessory purchased from Xerox for which FSM pricing is available automatically shall be subject at the time of its attachment to Equip-
ment or at the expiration of its purchase warranty, whichever occurs later,to the terms and conditions of this Agreement at the FSM prices
then in effect. The term of the Agreement with respect to such accessories shall be concurrent with the term for the Mainframe. Xerox,
however, may terminate this Agreement upon written notice if any accessory is attached to the Equipment,which accessory,within 30 days
prior to that attachment, was either: 1) subject to an FSM Agreement and more than five (5) years have elapsed from the accessory's
Purchase Warranty expiration date;or 2)not subject to an FSM Agreement and more than two(2)years have elapsed from the accessory's
Purchase Warranty expiration date.Xerox also may terminate this Agreement at any time upon written notice if any Xerox accessory attached
to the Mainframe, and for which no FSM pricing is available, cannot, in Xerox'sole discretion, be maintained in good working order and
Customer does not remove or replace such accessory upon notice from Xerox.
4. TERMINATION
Customer shall have the right,at any time,to terminate the Agreement upon 90 days advance written notice to Xerox. Except as provided in
paragraphs 3 and 11,Xerox shall have the right to terminate this Agreement only at the expiration of its Initial Term or any Annual Extension
Term upon 90 days advance written notice. fl
5. CHANGES
Xerox may change prices and all other terms and conditions„except for the Initial Term of the Agreement as specified in paragraph 1, upon
90 days advance written notice to the Customer. However,Xerox does guarantee the availability of Full Service Maintenance for the Initial
Term of this Agreement as specified in paragraph 1.
6..DESCRIPTION OF FULL SERVICE MAINTENANCE
A. During the Initial Term Xerox will maintain the Equipment in good working order in accordance with its service policy as amended from
time to time.The services will be of the same quality and timeliness as those same services when performed for Xerox'rental customers.
Service will include:
1. Unscheduled repairs during Xerox'' normal working hours.
2. Ongoing maintenance.
3. Lubrication, cleaning and internal adjustments.
4. Replacement of parts which are unserviceable,as determined solely by Xerox,on an exchange basis. Replaced parts will become the
property of Xerox.
B. During any Extension Term Xerox will provide the same level of service availability as in the Initial Term.Xerox does not represent,however,
that it will be able to maintain the Equipment in good working order in accordance with its service policy as amended from time to time.
Service in the Extension Term will include:
1. Unscheduled repairs during Xerox`normal working hours.
2. Ongoing maintenance.
3. Lubrication, cleaning and internal adjustments.
4. Replacement of parts which are unserviceable,as determined solely by Xerox, on an exchange basis. Replaced parts will become the
• property of Xerox.
C. Xerox will provide After Hours Service, on an if available basis, at an incremental rate equal to the charges for After Hours Service to
Xerox rental Customers in effect at the time the service is performed.
D. Xerox will install on-site engineering improvements bearing the internal Xerox designation "mandatory retrofit" which are placed on
the same model of Xerox rental Equipment,except that if the Equipment has not been subject to a Full Service Maintenance Agreement
_ continually from the expiration of the.Purchase Equipment Warranty, only such retrofits as are introduced by Xerox during the term of
this Agreement will be installed.
E. Services not described herein(including, but not limited to, additional retrofits,services connected with relocation of the Equipment, or
adding or.removing accessories,attachments or other devices,exterior painting or refinishing the unit,the performance of normal operator
functions as described in Xerox Operation Manual(s)or repair of damage or increase in service time resulting from operator neglect or
unique applications) will be charged in accordance with Xerox Time and Materials rates then in effect..
ref
F. Any Xerox accessory for which no FSM pricing is available and which is attached to the Mainframe will be serviced during the term of this
Agreement as part of the normal service of the Mainframe, However,in the event Xerox,at its-sole discretion,can no longer maintain such
accessory in good working order, Xerox will notify the Customer to remove or replace such accessory.
G. If during the Initial Term of this Agreement Xerox, in its sole discretion, cannot maintain the Equipment in good working order, Xerox
shall replace such Equipment with another unit in good working order of the same product designation, provided that:
1. If the new, remanufactured or reconditioned Equipment is replaced within two years from the Warranty Expiration Date, the
+ ' replacement unit shall be either a or remanufactured !wit where the original sold unit was new or remanufactured and shall be
• reconditioned whore the original sold unit was reconditiomvl:
2. If the new, remanufactured or reconditioned Equipment is replaced more than two years after the Warranty Expiration Date, the
replacement unit shall be a unit refurbished in accordance with the process used to refurbish Xerox' rental units;
3. If the Equipment was previously installed on a rental basis, the replacement unit shall be a unit refurbished in accordance with the
process used to refurbish Xerox rental units.
4. If Xerox cannot maintain an Accessory for which FSM pricing is available in good working order, it shall replace that Accessory in
accordance with the above conditions but shall have no obligation to replace the Mainframe and/or any Accessory which Xerox
determines to be in good working order;
5. All placement, removal, transportation and rigging charges shall be paid by Xerox.
7. During the fifth year of the Initial Term for new or remanufactured equipment or during the third year of the Initial Term for reconditioned
Equipment or Equipment previously on lease, Xerox will perform a special evaluation to determine whether an off-site renovation,at Xerox
expense, is necessary in order to maintain the Equipment in good working order for the remainder of the Initial Term of this Agreement.
8. FORCE MAJEURE
Xerox shall not be responsible for failure to render service due to causes beyond its control, including, but not limited to work stoppages,
fires, civil disobediences, riots, rebellions, acts of God and similar occurrences.
9. WARRANTY
Other than the obligation of Xerox expressly set forth herein, Xerox disclaims ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
XEROX SHALL NOT BE RESPONSIBLE FOR DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED
TO, DAMAGES ARISING FROM THE USE OR PERFORMANCE OF THE EQUIPMENT OR THE LOSS OF USE OF THE EQUIPMENT.
10. INVOICING
'A. Customer shalt report Equipment meter readings to Xerox at the end of each month, on forms provided by Xerox. Xerox shall have free
access to the Equipment to insure the accuracy of the meter readings.
B. Metered.unit copy charges are invoiced post monthly,upon receipt of Customer's meter card,except that if the Customer's meter card is
not timely received by Xerox the unit copy charges may be estimated by Xerox and invoiced accordingly. Terms of payment are "Net
payment within 30 days from invoice date," contingent upon review and approval of Xerox' Credit Department.
C. The minimum monthly charge shall apply beginning with the first full calendar month of service hereunder and shall continue thereafter,
until this Agreement is terminated.
11. BREACH OR DEFAULT
If Customer does not pay the amounts due hereunder or breaches any of the terms of this Agreement, or if Customer ceases doing business
as a going concern, or if a petition is filed by or against Customer under any of the provisions or chapters of the Bankruptcy Act or any
Amendment thereto,or if Customer makes an assignment for the benefit of creditors or calls a general meeting of creditors, or attempts an
informal arrangement or composition with creditors or if a receiver or any officer of a court is appointed to have control of any of the property,
or if Xerox deems the Agreement to be in jeopardy or feels insecure,Xerox,in addition to any other legal remedies it may have,may terminate
this Agreement effective upon written notice to Customer. Furthermore, Xerox may terminate this Agreement effective upon written notice
in the event that the Equipment is placed in an area which violates Xerox'published space,electrical or environmental requirements,is moved
beyond the extent designated in Xerox'price lists for such Equipment without prior written notice to Xerox and such move is by other than
Xerox approved riggers, or is modified,damaged,altered or serviced by other than employees of Xerox or in the event that the Customer
fails to discontinue use of any supply item which causes machine damage,requires unreasonable excessive service or does not meet current
minimum physical property guidelines which Xerox may have published for such supply items,
12. GENERAL
A. Free Access: Xerox shall have free access to the Equipment to perform services thereon.
B. Taxes:Customer agrees to pay all taxes including state and local sales or excise taxes however designated,levied or based on the service
charges pursuant to this Agreement, and any taxes or amounts in lieu thereof paid or payable by Xerox in respect of the foregoing,
exclusive of taxes based on net income.• C. Equipment Operators: Customer shall provide Equipment key operators for each shift of operation, and Customer shall present
operators to Xerox at Xerox' training location nearest Customer's Service Address for instruction in the use of the Equipment.
D. Availability of Service: The services covered by this Agreement are available only within the continental limits of the United States,
Alaska*, Puerto Rico*, Hawaii* and Guam*, and only where service is available to Xerox' rental Customers.
E. Notices: All notices provided for herein shall be as follows:
To Customer: At the billing address shown above.
To Xerox: At its service location nearest Customer's installation address shown above.
F. Assignment: Neither the benefits nor die obligations of this Agreement are assignable without the written consent of Xerox.
G. Headings: The headings and titles of this Agreement are inserted only for convenience and shall not affect the interpretation or con-
struction of any provisions.
H. Governing Law: This Agreement will be governed by, and construed according to, the domestic laws of the State of New York.
I. Entire Agreement: This Agreement shall become effective only after execution by Customer and Xerox in the places provided below.
It is expressly understood that no other form of acceptance, verbal or written, will be valid or binding and that this Agreement shall
constitute the entire Agreement between Customer and Xerox.with respect to its subject matter, irrespective of inconsistent or
additional terms and conditions in Customer's purchase orders,in any other documents submitted to Xerox by Customer, or in represen-
tations made by Xerox personnel.
*For additional details on availability and price levels see Supplemental Price Lists for these locations.
In*
XEROX CORPORATION
Weld County Government
Customer
By BVl �. . c.•
Branch Service Mgr.
By ------_ _-.___ Title Chairmatl -------.—.-- —'---
Branch Manager Board of County Commissioners
Date __�.. — Date July 1 ?, 1 9_ --
Xerox ----
• r
em1
•
embi
•
Xerox Corporation 60049
Xerox Square XEROX®isa trademark of XEROX CORPORATION.
Rochester,New York 14644 Printed in U.S.A.4/78
•
XEROX X E Rox EQUiPMENT
Apr If 1,978
FULL SERVICE MAINTENANCE AGREEMENT
r*N COPIERS/DUPLICATORS/ACCESSORIES
•
Customer Name Weld County Social Services
Installation Address 313 N. 11th Ave. , Greely,, Colorado 80631 •
Location/Street City State Zip
Billing Address . 915 10th St. , Weld County Gov't. , Greely•, Colo. 80631
Location/Street City State Zip
Customer's Purchase Order Number
EQUIPMENT DESCRIPTION
MAINFRAME
Product Xerox 3100 LDC
Serial Numbert 446014148
Type: ❑ New or Remanufactured ❑ Reconditioned NJ Previously Installed on Rental
ACCESSORY
Purchase Warranty
Product Serial Number Expiration Date
Xerox 3100 LDC 446014148
,
Commencement Date
Mainframe Warranty Expiration Date (Commencement Date for New Installations)
LI Lease/Purchase Conversion Date (Commencement Date for New Conversions from Lease)
/ I
•
Li Xerox Acceptance Date (Commencement Date for Conversions from Time and Materials)
/ /
Agreement made this day of between
("Customer")and Xerox Corporation ("Xerox").
Customer agrees to purchase, and Xerox agrees to provide, the Full Service Maintenance "FSM" described in Paragraph 6 hereof
for the Xerox Equipment identified above in accordance with the terms and conditions set forth herein and at the prices set forth in Xerox
Corporation's published Full Service Maintenance Price List bearing the effective date of
Customer hereby acknowledges receipt of said price list.
• 1. INITIAL TERM:
This Agreement will commence on the date indicated on the previous page andcontinue for an initial term as described below:
A.'For New or Remanufactured Mainframes the initial-term of Mi..Agreement shall be:
- 1. Seven years if this Agreement commences on the Warranty Expiration Date.
2. Seven years less the time elapsed from the Warranty Expiration Date to the date this Agreement has been accepted by Xerox if the
Mainframe has not been subject to a Xerox Full Service Maintenance Agreement continually from the Warranty Expiration Date. If
more than one year has elapsed from the Warranty Expiration Date to the date of this Agreement, acceptance by Xerox is contingent
upon the Mainframe completing the XeroxRenovation Process for Time and Materials Conversions.
B. For Reconditioned Mainframes the initial term of this Agreement shall be:
1. Five years if this Agreement commences on the Warranty Expiration Date.
2. Five years less the time elapsed from the Warranty Expiration Date to the dare this Agreement is accepted by Xerox if the Mainframe
has not been subject to a Xerox Full Service Maintenance Agreement continually from the Warranty Expiration Date. If more than
one year has elapsed from the Warranty Expiration Date to the date of this Agreement,acceptance by Xerox is contingent upon the
Mainframe completing the Xerox Renovation Process for Time and Materials Conversions.
C. For Mainframes previously installed an a rental basis, the initial term of this Agreement shall be:
1. Five years if this Agreement commences on the Lease/Purchase Conversion Date.
2. Five years less the time elapsed from the Lease/Purchase Conversion date to the date this Agreement is accepted by Xerox if the
Mainframe has not been subject to a Xerox Full Service Maintenance Agreement continually from the Lease/Purchase Conversion
date. If more than one year has elapsed from the Lease/Purchase Conversion date to the date of this Agreement, acceptance by
Xerox is contingent upon the Mainframe completing the Xerox Renovation Process for Time and Materials Conversions.
2. TERM EXTENSION
Upon expiration of its Initial Term,Xerox, subject to its evaluation:and/or inspection of the Equipment, may renew this Agreement on an
annual basis at the prices, terms and conditions then in effect for Extended Term service.
3. ACCESSORIES
Any accessory purchased from Xerox for which FSM pricing is available automatically shall be subject at the time of its attachment to Equip-
ment or at the expiration of its purchase warranty,whichever occurs later,to the terms and conditions of this Agreement at the FSM prices
then in effect.The term of the Agreement with respect to such accessories shall be concurrent with the term for the Mainframe. Xerox,
however,may terminate this Agreement upon written notice if any accessory is attached to the Equipment,which accessory,within 30 days
prior to that attachment, was either: 1) subject to an FSM Agreement and more than.five (5) years have elapsed from the accessory's
Purchase Warranty expiration date;or 2)not subject to an FSM Agreement and more than two(2)Years have elapsed from the accessory's
Purchase Warranty expiration date.Xerox also may terminate this Agreement at any time upon written notice if any Xerox accessory attached
to the Mainframe, and for which no FSM pricing is available, cannot, in Xerox sole discretion, be maintained in good working order and
Customer does not remove or replace such accessory upon notice from Xerox.
4. TERMINATION
Customer shall have the right,at any time,to terminate the Agreement upon 90 days advance written notice to Xerox. Except as provided in
paragraphs 3 and 11,Xerox shall have the right to terminate this Agreement only at the expiration of its Initial Term or any Annual Extension
Term upon 90 days advance written notice.
5. CHANGES
Xerox may change prices and all other terms and conditions,,except for the Initial Term of the Agreement as specified in paragraph 1, upon
90 days advance written notice to the Customer. However, Xerox does guarantee the availability of Full Service Maintenance for the Initial
Term of this Agreement as specified in paragraph 1.
6. DESCRIPTION OF FULL SERVICE MAINTENANCE A. During the Initial Term Xerox will maintain the Equipment in good working order in accordance with its service policy as amended from
time to time.The services will be of the same quality and timeliness as those same services when performed for Xerox:rental customers.
Service will.include:
1. Unscheduled repairs during Xerox`normal working hours.
2. Ongoing maintenance.
3. Lubrication, cleaning and internal adjustments.
4. Replacement of parts which are unserviceable,as determined solely by Xerox, on an exchange basis. Replaced parts will become the
property of Xerox.
B. During any Extension Term Xerox will provide the same level of service availability as in the Initial Term.Xerox does not represent,however,
that it will be able to maintain the Equipment in good working order in accordance with its service policy as amended from time to time.,
Service in the Extension Term will include:
1. Unscheduled repairs during Xerox'normal working hours.
2. Ongoing maintenance.
3. Lubrication, cleaning and internal adjustments.
4: Replacement of parts which are unserviceable,as determined solely by Xerox,on an exchange basis. Replaced parts will become the
property of Xerox.
C. Xerox will provide After Hours Service, on an if available basis, at an incremental rate equal to the charges for After Hours Service to
Xerox rental Customers in effect at the time the service is performed.
D. Xerox will install on-site engineering improvements bearing the internal Xerox designation "mandatory retrofit" which are placed on
the same model of Xerox rental Equipment,except that if the Equipment has not been subject to a Full Service Maintenance Agreement •
continually from the expiration of the Purchase Equipment Warranty,only such retrofits as are introduced by Xerox during the term of
this Agreement will beinstalled, •
E. Services not described herein(including,but not limited to, additional retrofits, services connected with relocation of the Equipment, or
adding or removingaccessories,attachments or other devices,exterior painting or refinishing the unit,the performance of normal operator
functions as described in Xerox Operation Manualls)or repair of damage or increase in service time resulting from operator neglect or
unique applications) will be charged in accordance with Xerox Time and Materials rates then in effect.
F. Any Xerox accessory for which no FSM pricing is available and which is attached to the Mainframe will be serviced during the term of this
Agreement as part of the normal service of the Mainframe. However,in the'event Xerox,at its sole discretion,can no longer maintain such
accessory in good working.order, Xerox will notify the Customer to remove or replace such accessory.
G. If during the Initial Term of this Agreement Xerox, in its sole discretion, cannot maintain the Equipment in good working order, Xerox
shall replace such Equipment with another unit in good working order of the same product designation, provided that:
1. If the new, remanufactured or reconditioned Equipment is replaced within two years from the Warranty Expiration Date, the
replacement unit shall be either a new or remanufactured unit where the original sold unit was new or remanufactured and shall be
- reconditioned where the original sold unit was recondition^d:
2. If the new, remanufactured or reconditioned Equipment is replaced more than two years after the Warranty Expiration Date, the
replacement unit shall be a unit refurbished in accordance with the process,used to refurbish Xerox' rental units;
3. If the Equipment was previously installed on a rental basis, the replacement unit shall be a unit refurbished in accordance with the
process used to refurbish Xerox rental units.
— 4. If Xerox cannot maintain an Accessory for which FSM pricing is available in good working order, it shall replace that Accessory in
accordance with the above conditions but shall have no obligation to replace the Mainframe and/or any Accessory which Xerox
determines to he in good working order;
5. All placement, removal, transportation and rigging charges shall be paid by Xerox.
7. During the fifth year of.the Initial Term for new or remanufactured equipment or during the third year of the Initial Term for reconditioned
Equipment or Equipment previously on lease, Xerox will perform a special evaluation to determine whether an off-site renovation,at Xerox
expense, is necessary in order to maintain the Equipment in good working order for the remainder of the Initial Term of this Agreement.
8. FORCE MAJEURE -
Xerox shall not be responsible for failure to render service due to causes beyond its control, including, but not limited to work stoppages,
fires, civil disobediences, riots, rebellions,acts of God and similar occurrences.
9. WARRANTY
Other than the obligation-of Xerox expressly set forth herein, Xerox disclaims ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
XEROX SHALL NOT BE RESPONSIBLE FOR DIRECT,INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED
TO', DAMAGES ARISING FROM THE USE OR PERFORMANCE.OF THE EQUIPMENT OR THE.LOSS OF USE OF THE EQUIPMENT.
10. INVOICING
A. Customer shall report Equipment meter readings to Xerox at the end of each month, on forms provided by Xerox.Xerox shall have free
access to the Equipment to insure the accuracy of the meter readings.
B. Metered unit copy charges are invoiced postmonthly,upon receipt of Customer's meter card,except that if the Customer's meter card is
not timely received by Xerox the unit copy charges may be estimated by Xerox and invoiced accordingly. Terms of payment are "Net
payment within 30 days from invoice date," contingent upon review and approval of Xerox' Credit Department.
C. The minimum monthly charge shall appl(*beginning with the first full calendar month of service hereunder and shall continue thereafter, .
until this Agreement is terminated.
11. BREACH OR DEFAULT
If Customer does not pay the amounts due hereunder or breaches any of the terms of this Agreement, or if Customer ceases doing business
as a going concern, or if a petition is filed by or against Customer under any of the provisions or chapters of the.Bankruptcy Act or any
Amendment thereto,or if Customer makes an assignment for the benefit of creditors or calls a general meeting of creditors, or attempts an
informal arrangement or composition with creditors or if a receiver or any officer of a court is appointed to have control of any of the property,
or if Xerox deems the Agreement to be in jeopardy or feels insecure,Xerox,in addition to any other legal remedies it may have,may terminate
this Agreement effective upon written notice to Customer. Furthermore, Xerox may terminate this Agreement effective upon written notice
in the event that the Equipment is placed in an area which violates Xerox'published space,electrical or environmental requirements,is moved
beyond the extent designated in Xerox'price lists for such Equipment without prior written notice to Xerox and such move is by other than
Xerox approved riggers, or is modified,damaged, altered or serviced by other than employees of Xerox or in the event that the Customer
fails to discontinue use of any supply item which causes machine damage,requires unreasonable excessive service or does not meet current
minimum physical property guidelines which Xerox mayhave published for such supply items.
12. GENERAL
A. Free Access: Xerox shall have free access to the Equipment to perform services thereon.
B. Taxes:Customer agrees to pay all taxes including state and local sales or excise taxes however designated,levied or based on the service
charges pursuant to this Agreement, and any taxes or amounts in lieu thereof paid or payable by Xerox in respect of the foregoing,
exclusive of taxes based on net income.
C. Equipment Operators: Customer shall provide Equipment key operators for each shift of operation, and Customer shall present
operators to Xerox at Xerox'training location nearest Customer's Service Address for instruction in the use of the Equipment.
D. Availability of Service: The services covered by this Agreement are available only within the continental limits of the United States,
Alaska*, Puerto Rico*, Hawaii* and Guam*, and only where service is available to Xerox:rental Customers. •
E. Notices: All notices provided for herein shall be as follows:
To Customer: At the billing address shown above.
To Xerox: At its service location nearest Customer's installation address shown above.
F. Assignment: Neither the benefits nor the obligations of this Agreement are assignable without the written consent of Xerox.
G. Headings: The headings and titles of this.Agreement are inserted only for convenience and shall not affect theinterpretation or con-
struction of any provisions.
H. Governing Law: This Agreement will be governed by, and construed according to, the domestic laws of the State of New York.
I. Entire Agreement:This Agreement shall become effective only after execution by Customer and Xerox in the places provided below.
It is expressly understood that no other form of acceptance, verbal or written, will be valid or binding and that this Agreement shall
constitute the entire Agreement between Customer and Xerox with respect to its subject matter, irrespective of inconsistent or
additional terms and conditions in Customer's purchase orders,in any other documents submitted to Xerox by Customer, or in represen-
tations made by Xerox personnel.
•For additional details on availability and price levels see Supplemental Price Lists for these locations.
j,
XEROX CORPORATION
7./6"-
/
-
Customer
•
2
By By xl,
Branch Service Mgr.
By _ Title Chairman. _Branch Manager Board_ of County Commissioners
Date --_ Date '9' t2 /l 'lc.
•
•
Xerox Corporation 60049
Xerox Square XEROX®is a trademark of XEROX CORPORATION.
Rochester,New York 14644 Printed in U.S.A.4/78
•
♦t. Effective
1978 AP
FULL SERVICE MAINTENANCE AGREEMENT
COPIERS/DUPLICATORS/ACCESSORIES
raN
Customer Name Weld County ,Government
Installation Address Motor Vehicle Dept. , 915 10th St. , Greely, Colorado 80631
• Location/Street City State Zip
Billing Address SAME
• Location/Street City State Zip
Customer's Purchase Order Number •
EQUIPMENT DESCRIPTION •
MAINFRAME
Product Xerox 3100
Serial Numbert 374094918
Type: ❑ New.or Remanufactured ❑ Reconditioned )CI Previously Installed on Rental
ACCESSORY
Purchase Warranty
Product Serial Number Expiration Date
t
Xerox 3100 374094918
erJA
•
Commencement Date
0 Mainframe Warranty Expiration Date(Commencement Date for New Installations)
/ /
I:1 Lease/Purchase Conversion Date(Commencement Date for New Conversions from Lease)
/ /
Ll Xerox Acceptance Date(Commencement Date for Conversions from Time and Materials)
Agreement made this day of between
esTh ("Customer") and Xerox Corporation ("Xerox").
Customer agrees to purchase, and Xerox agrees to provide, the Full Service Maintenance "FSM" described in Paragraph 6 hereof
for the Xerox Equipment identified above in accordance with the terms and conditions set forth herein and at the prices set forth in Xerox
Corporation's published Full Service Maintenance Price List bearing the effective date of
Customer hereby acknowledges receipt of said price list.
tTC) RF COMPI FTFO I PPON INSTAL.LATION OF EQUIPMENT.
•
1. INITIAL TERM: ✓
This Agreement will commence on the date indicated on the pre:sous page and continue for an initial term as described below:
A: For New or Remanufactured Mainframes the initial term of this Agreement shall be: .•
1. Seven years if this Agreement commences on the Warranty Expiration Date.
2. Seven years less the time elapsed from the Warranty Expiration Date to the date this Agreement has been accepted by Xerox if the
Mainframe has not been subject to a Xerox Full Service Maintenance Agreement continually from the Warranty Expiration Date. If
more than one year has elapsed from the Warranty Expiration Date to the date of this Agreement, acceptance by Xerox is contingent .�
upon the Mainframe completing the Xerox Renovation Process for Time and Materials Conversions.
B. For Reconditioned Mainframes the initial term of this Agreement shall be:
1. Five years if this Agreement commences on the Warranty Expiration Date.
2. Five years less the time elapsed from the Warranty Expiration Date to the dare this Agreement is accepted by Xerox if the Mainframe
has not been subject to a Xerox Full Service Maintenance Agreement continually from the Warranty Expiration Date. If more than
one year has elapsed from the Warranty Expiration Date to the date of this Agreement,acceptance by Xerox is contingent upon the
Mainframe completing the Xerox Renovation Process for Time and Materials Conversions.
C. For Mainframes previously installed one rental basis, the initial term of this Agreement shall be:
1. Five years if this Agreement commences on the Lease/Purchase Conversion Date.
2. Five years less the time elapsed from the Lease/Purchase Conversion date to the date this Agreement is accepted by Xerox if the
Mainframe has not been subject to a Xerox Full Service Maintenance Agreement continually from the Lease/Purchase Conversion
date. If more than one year has elapsed from the Lease/Purchase Conversion date to the date of this Agreement, acceptance by
Xerox is contingent upon the Mainframe completing the Xerox Renovation Process for Time and Materials Conversions.
2. TERM EXTENSION
Upon expiration of its Initial Term, Xerox,subject to its evaluation and/or inspection of the Equipment, may renew this Agreement on an
annual basis at the prices, terms and conditions then in effect for Extended Term service.
3. ACCESSORIES
Any accessory purchased from Xerox for which FSM pricing is available automatically shall be subject at the time of its attachment to Equip-
" mentor at the expiration of its purchase warranty,whichever occurs later,to the terms and conditions of this Agreement at the FSM prices
then in effect. The term of the Agreement with respect to such accessories shall be concurrent with the term for the Mainframe. Xerox,
however,may terminate this Agreement upon written notice if any accessory is attached to the Equipment,which accessory,within 30 days
prior to that attachment, was either: 11 subject to an FSM Agreement and more than five (5) years have elapsed from the accessory's
Purchase Warranty expiration date;or 2)not subject to an FSM Agreement and more than two(2)years have elapsed from the accessory's
Purchase Warranty expiration date.Xerox also may terminate this Agreement at any time upon written notice if any Xerox accessory attached
to the Mainframe, and for which no FSM pricing is available, cannot, in Xerox'sole discretion, be maintained in good working order and
Customer does not remove or replace such accessory upon notice from Xerox.
4. TERMINATION
Customer shall have the right,at any time,to terminate the Agreement upon 90 days advance written notice to Xerox. Except as provided in
paragraphs 3 and 11,Xerox shall have the right to terminate this Agreement only at the expiration of its Initial Term or any Annual Extension
Term upon 90 days advance written notice. - /,
5. CHANGES
Xerox may change prices and all other terms and conditions/except for the Initial Term of the Agreement as specified in paragraph 1, upon
90 days advance written notice to the Customer. However, Xerox does guarantee the availability of Full Service Maintenance for the Initial
Term of this Agreement as specified in paragraph 1.
6. DESCRIPTION OF FULL SERVICE MAINTENANCE
A. During the Initial Term Xerox will maintain the Equipment in good working order in accordance with its service policy as amended from
time to time.The services will be of the tame quality and timeliness as those same services when performed for Xerox' rental customers.
Service will include:
1. Unscheduled repairs during Xerox' normal working hours.
2. Ongoing maintenance.
3. Lubrication, cleaning and internal adjustments. ,
4. Replacement of parts which are unserviceable,as determined solely by Xerox, on an exchange basis. Replaced parts will become the
property of Xerox.
B. During any Extension Terri Xerox will provide the same level of service availability as in the Initial Term.Xerox does not represent,however,
that it will be able to maintain the Equipment in good working order in accordance with its service policy as amended from time to time.
Service in the Extension Term will include:
1. Unscheduled repairs during Xerox'normal working hours.
2. Ongoing maintenance.
3. Lubrication, cleaning and internal adjustments.
4. Replacement of parts which arc unserviceable,as determined solely by Xerox, on an exchange basis. Replaced parts will become the
property of Xerox.
C. Xerox will provide After Hours Service,on an if available basis, at an incremental rate equal to the charges for After Hours Service to
Xerox rental Customers in effect at the time the service is performed.
D. Xerox will install on-site engineering improvements bearing the internal Xerox designation "mandatory retrofit" which are placed on •
the same model of Xerox rental Equipment,except that if the Equipment has not been subject to a Full Service Maintenance Agreement
continually from the expiration of the Purchase Equipment Warranty, only such retrofits as are introduced by Xerox during the term of
this Agreement will be installed.
E. Services not described herein(including, but not limited to, additional retrofits,services connected with relocation of the Equipment,or
adding or removing accessories,attachments or other devices,exterior painting or refinishing the unit,the'performance of normal operator
functions as described in Xerox Operation Manual(s)or repair of damage or increase in service time resulting from operator neglect or
unique applications) will be charged in accordance with Xerox Time and Materials rates then in effect.
F. Any Xerox accessory for which no FSM pricing is available and which is attached to the Mainframe will be serviced during the term of this
Agreement as part of the normal service of the Mainframe. However,in the event Xerox,at its sole discretion,can no longer maintain such
accessory in good working order, Xerox will notify the Customer to remove or replace such accessory.
G. If during the Initial Term of this Agreement Xerox, in its sole discretion, cannot maintain the Equipment in good working order, Xerox
shall replace such Equipment with another unit in good working order of the same product designation, provided that:
1. If the new, remanufactured or reconditioned Equipment is replaced within two years from the Warranty Expiration Date, the
replacement unit shall be either a new or remanufactured emit where the original sold unit was new or remanufactured and shall be
reconditioned where the original sold unit was reconditioned:
- ' 7_ If the new, remanufactured or reconditioned Equipment is replaced more than two years after the Warranty Expiration Date, the
replacement unit shall be a unit refurbished in accordance with the process used to refurbish Xerox' rental units;
3. If the Equipment was previously installed on a rental basis, the replacement unit shall be a unit refurbished in accordance with the
process used to refurbish Xerox rental units.
4. If Xerox cannot maintain an Accessory for which FSM pricing is available in good working order, it shall replace that Accessory in
accordance with the above conditions but shall have no obligation to replace the Mainframe and/or any Accessory which Xerox
determines to be in good working order;
5. All placement, removal, transportation and rigging charges shall be paid by Xerox.
7. During the fifth year of the Initial Term for new or remanufactured equipment or Luring the third year of the Initial Term for reconditioned
Equipment or Equipment previously on lease, Xerox will perform a special evaluation to determine whether an off-site renovation, at Xerox
expense, is necessary in order to maintain the Equipment in good working order for the remainder of the Initial Term of this Agreement.
8. FORCE MAJEURE •
Xerox shall not be responsible for failure to render service due to causes beyond its control, including, but not limited to work stoppages,
fires, civil disobediences,riots, rebellions, acts of God and similar occurrences.
9. WARRANTY
Other than the obligation of Xerox expressly set forth herein, Xerox disclaims ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
XEROX SHALL NOT BE RESPONSIBLE FOR DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED
TO, DAMAGES ARISING FROM THE USE OR PERFORMANCE OF THE EQUIPMENT OR THE LOSS OF USE OF THE EQUIPMENT.
10. INVOICING
A. Customer shall report Equipment meter readings to Xerox at the end of each month, on forms provided by Xerox.Xerox shall have free
access to.the Equipment to insure the accuracy of the meter readings.
B. Metered unit copy charges are invoiced post monthly,upon receipt of Customer's meter card,except that if the Customer's meter card is
not timely received by Xerox the unit copy charges may be estimated by Xerox and invoiced accordingly. Terms of payment are "Net
payment within 30 days from invoice date,"contingent upon review and approval of Xerox' Credit Department.
C. The minimum monthly charge shall apply beginning with the first full calendar month of service hereunder and shall continue thereafter,
until this Agreement is terminated..
11. BREACH OR DEFAULT
If Customer does not pay the amounts due hereunder or breaches any of the terms of this Agreement, or if Customer ceases doing business
as a going concern, or if a petition is filed by or against Customer under any of the provisions or chapters of the Bankruptcy Act or any
Amendment thereto,or if Customer makes an assignment for the benefit of creditors or calls a general meeting of creditors, or attempts an
informal arrangement or composition withcreditors or if a receiver or anyofficer'of a court is appointed to have control of any of the property,
or if Xerox deems the Agreement to be in jeopardy or feels insecure,Xerox,in addition to any other legal remedies it may have,may terminate
this Agreement effective upon written notice to Customer. Furthermore, Xerox may terminate this Agreement effective upon written notice
re-, in the event that the Equipment is placed in an area which violates Xerox'published space,electrical or environmental requirements,is moved
• beyond the extent designated in Xerox'price lists for such Equipment without prior written notice to Xerox and such move is by other than
Xerox approved riggers, or is modified,damaged, altered ohserviced by other than employees of Xerox or in the event that the Customer
fails to discontinue use of any supply item which causes machine damage,requires unreasonable excessive service or does not meet current
minimum physical property guidelines which Xerox may have published for such supply items.
12. GENERAL
A. Free Access: Xerox shall have free access to the Equipment to perform services thereon.
B. Taxes:Customer agrees to pay all taxes including state and local sales or excise taxes however designated,levied or based on the service
charges pursuant to this Agreement, and any taxes or amounts in lieu thereof paid or payable by Xerox in respect of the foregoing,
exclusive of taxes based on net income:
C. Equipment Operators: Customer shall provide Equipment key operators for each shift of operation, and Customer shall present
operators to Xerox at Xerox' training location nearest Customer's Service Address for instruction in the use of the Equipment.
D. Availability of Service: The services covered by this Agreement are available only within the continental limits of the United States,
Alaska*, Puerto Rico', Hawaii* and Guam*, and only where service is available to Xerox' rental Customers.
E. Notices: All notices provided for herein shall be as follows:
To Customer: At the billing address shown above.
To Xerox: At its service location nearest Customer's installation address shown above.
F. Assignment; Neither the benefits nor the obligations of this Agreement are assignable without the written consent of Xerox.
G. Headings: The headings and titles of this Agreement are inserted only for convenience and shall not affect the interpretation or con-
struction of any provisions. _
H. Governing.Law: This Agreement will be governed by, and construed according to, the domestic laws of the State of New York.
I. Entire Agreement: This Agreement shall become effective only after execution by Customer and Xerox in the places provided below.
It is expressly understood that no other forth of acceptance, verbal or written, will be valid or binding and that this Agreement shall
constitute the entire Agreement between Customer and Xerox with respect to its subject matter, irrespective of inconsistent or
additional terms and conditions in Customer's purchase orders,in any other documents submitted to Xerox by Customer, or in represen-
tations made by Xerox personnel. •
*For additional details on availability and price levels see Supplemental Price Lists for these locations.
,XEROX COP PURATION
/
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(.(/c% (/c�;a�.T% �,.:•._; :.�:,,,% _
Customer
By ------ — By . -r42
Branch Service Mgr,
Chairman
By _.—_ —_ Title Branch Managerof Board County Commissioners
Date —.... Date --1:''. , ,t %i /
•
•
egiN
•
•
Xerox Corporation 60049
Xerox Square XEROX®is a trademark of XEROX CORPORATION.
Rochester,New York 14644 Printed in U.S.A.4/78
Hello