HomeMy WebLinkAboutResolution - 5470 - Agreement - Xerox Corporation - Equipment Purchase & Maintenance - 04_24_1997RESOLUTION NO.54
Item #26
April 24, 1997
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock BE and is hereby authorized and
directed to execute for and on behalf of the City of Lubbock an Equipment Purchase and
Maintenance Agreement in the amount of $71,400.00, with Xerox Corporation. Said
agreement is attached hereto and incorporated in this Resolution as if fully set forth
herein and shall be included in the minutes of the Council.
Passed by the City Council this 74t-h day of Aril 1997.
WINDY SIMAY-OR
ATTEST:
Ka ie Darnell, City Secretary
APPROVED AS TO CONTENT:
Sharlett Chowning, Information S ices Manager
APPROVED AS TO FORM:
Linda L. Chamales, Supervising Attorney
RESOLUTION NO.5470
Item #26
April 24, 1997
AMENDMENT TO XEROX ORDER AGREEMENT
THIS AMENDMENT TO XEROX ORDER AGREEMENT ("Amendment") between
the City of Lubbock ("Customer") and Xerox Corporation ("Xerox') amends the Xerox
Order Agreement ("Agreement'), dated , 1997 between the parties.
WHEREAS, Customer and Xerox desire to provide certain modification to the
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
hereinafter set forth, the parties hereto agree as follows:
1. The State and Local Government General Terms and Conditions (Issue
Date - July 1, 1996) to the Agreement is amended to add Section 19 to
read as follows:
19. ACCEPTANCE TESTING: Following installation of all system
hardware, software, and services (forms conversion), operational tests
shall be performed by City personnel to verify proper operation of the
system. Final acceptance of the system requires that all forms are
converted and will be 10 days after satisfactory use by the City.
Converted forms will be provided by Xerox within 30 days of the
equipment installation.
2. Except as specified herein, the Agreement shall remain as stated. In the
event of a conflict between the terms and conditions of the Agreement and
this Amendment, the Amendment shall control.
IN WITNESS WHEREOF, duly authorized representatives of Customer and Xerox
have executed this Amendment.
CI
UB CK `
By.
Windy S' ton, Mayor
A
ST•
City Secretary
-,KayTamell,,
AP4,
OVED,. JO CONTENT:
harlett Chowning, Info: 'vices Manager
APPROVED AS TO FqRlyL
Linda L. Chamales, Assistant City Attorney
XERO CORPOI TION
By.
Name: e-j-rV
Title:
Date: i
XEROX
Effective July 1, 1996 (Supersedes None)
State and Local Government General Terms and Conditions
(APPLICABLE TO COPIER, DUPLICATOR, DOCUTECH PUBLISHING SERIES, ENGINEERING SYSTEMS,
PRINTING SYSTEMS, DOCUMENT SYSTEMS, ELECTRONIC TYPEWRITER AND FACSIMILE PRICE
LISTS. IF INCONSISTENCIES EXIST BETWEEN THESE GENERAL TERMS AND CONDITIONS AND
TERMS AND CONDITIONS CONTAINED IN THE TRANSACTION SECTIONS BE. PURCHASE, RENTAL,
FSM, ETC.] OF THIS PRICE LIST, THE LATTER TERMS AND CONDITIONS WILL PREVAIL. IF
INCONSISTENCIES EXIST BETWEEN THE TRANSACTION SECTIONS AND THE PRICE LIST, PRICE LIST
SHALL PREVAIL.
1. TOTAL SATISFACTION GUARANTEE. If you are not totally satisfied with any Xerox Equipment ordered
under this Agreement, Xerox will, at your request, replace it without charge with an identical model or a
machine with comparable features and capabilities. This Guarantee will be effective for 3 years following
Equipment delivery, unless the Equipment is financed by Xerox for more than 3 years, in which event it will
be effective during the entire term of Xerox financing. This Guarantee applies only to Equipment which has
been continuously maintained by Xerox or its authorized representatives, and is not applicable to Equipment
damaged or destroyed due to an Act of God.
2. PRODUCTS. The term "Products" shall refer collectively to the Equipment (including Options and
Accessories), Software and Supplies ordered under this Agreement. You represent that the Products will not
be used primarily for personal, household or family purposes. Equipment ordered under this Agreement will
be one or more of the following: (a) "Newly Manufactured," which means it has been factory produced to
product operating specifications, and contains new, reprocessed and/or recovered parts that meet product
specifications; (b) "Remanufactured," which means it has been factory produced and disassembled to a
Xerox predetermined standard, and contains new, reprocessed, and/or recovered parts that meet product
specifications; (c) "Factory Produced New Model," which means it has been newly serialized with new
features and/or functions, has also been disassembled to a Xerox predetermined standard, and contains
new, reprocessed and/or recovered parts that meet product specifications; (d) "In -Place," which means it has
been installed on your premises pursuant to a Xerox Order Agreement for Equipment Rental at the time you
enter into this Agreement; and (e) "Previously Installed," which means it has been previously installed and
operated.
3. INSTALLATION DATE. The "Installation Date," which governs when certain terms and conditions become
effective, is defined as follows: For Equipment installed by Xerox, the Installation Date will be the date Xerox
determines the Equipment to be operating satisfactorily as demonstrated by successful completion of
diagnostic routines or, upon your written request relative to Purchased Equipment or Leased Equipment, the
delivery date of such Equipment. For Equipment designated as "Customer Installable," the Installation Date
will be the Equipment shipment date, except if otherwise specified on the applicable Price Lists or elsewhere
in this Agreement. For changes to price plans or purchase of In -place Equipment, the Installation Date will
normally be the date this Agreement is signed, except if software or hardware changes are necessary to
effect proper billing, in which case the Installation Date will be the date those changes are complete. For
Maintenance Services, the Installation Date will be the day following expiration of any express warranty
period if this Agreement is signed prior to such expiration. If this Agreement is signed on or after such
expiration, the Installation Date will be the date this Agreement is signed.
4. CREDIT HISTORY. Even if the Products ordered under this Agreement have been delivered, Xerox may,
within 60 days following its acceptance of this Agreement, revoke that acceptance upon written notice if your
credit approval has been denied. Xerox may at any time request, and you agree to promptly furnish, a copy
of your latest audited fiscal year-end financial statement.
S. PAYMENT. Invoices are payable Net- 30 days. You shall pay to Xerox all applicable state and local taxes.
These taxes include, but are not limited to, sales and use, rental, excise, gross receipts and occupational or
privilege taxes. Exemption from tax payment will be allowed upon presentation of applicable state and/or
local proof of exemption.
6. DELIVERY, RELOCATION AND RETROFITS. You will be responsible for any unusual charges required for
on -site delivery or removal. If Xerox is unable to deliver any Products through no fault on your part, your
exclusive remedy shall be to terminate this Agreement under Paragraph 10. You must notify Xerox prior to
relocating any Product as to which Xerox is providing services or support, or has a security interest. You will
permit Xerox to install, at no cost to you and at no charge to Xerox, all Equipment retrofits designated by
Xerox as mandatory.
7. BASIC SERVICES. This Section describes the basic services provided by Xerox for Purchased Equipment
covered under an express warranty and for Rental Equipment and Leased Equipment ("Basic Services'.
Page 1 of 3 65315SL - 96/97
No Text
issue Saxe
January 1,1995
GENERAL TERMS AND CONDITIONS
1. TOTAL SATISFACTION GUARANTEE. If you arenot totally satisfied with any Xerox Equipment ordered under this Agreement, Xerox will, at our
request, replace it without charge with an identical model or at the option of Xerox, with a machine with comparable features and capabilities. This
Guarantee will be effective for 3 years following Equipment 8elivery, unless the Equipment is financed by Xerox for more than 3 years, in which event
it will be effective during the entire term of Xerox financing. This Guarantee applies only to Equipment which has been continuously maintained by
Xerox or its authorized representatives under a Xerox express warranty or Xerox Maintenance plan, and is not applicable to Equipment damaged or
destroyed due to an Act of God.
2. PRODUCTS. The term 'Products" shall refer collectively to the Equipment (including Options and Accessories), Software and Supplies ordered under
this Agreement. You represent that the Products will not be used primarily for personal, household or Tamily purposes. Equipment ordered under
this Agreement will be one or more of the following: (a) "Newly Manufactured, which means it has been factory produced to product operating
specifications, and contains new, reprocessed and/or recovered parts that meet product specifications; (b) "Remanufactured," which means it has
been factory and disassembled to a Xerox predetermined standard, and contains new, reprocessed, and/or recovered part that meet
product specifications; (c) "Factory Produced New Model which means it has been marketed as such for no more than 3 years has been newly
serialized with new features and/or functions, has been disassembled to a Xerox predetermined standard, and contains new, reprocessed and/or
recovered parts that meet product specifications; (d) "In -Place " which means it has been installed on our premises pursuant to a Xerox Order
Agreement for Equipment Rental at the time you enter into this Agreement; and (e) "Previously Instaned," which means it has been previously
installed and operated.
3. INSTALLATION DATE. The "Installation Date "which governs when certain terms and conditions become effective, is defined as follows: For
Equipmenj installe by Xerox the Installation bate will be the date Xerox determines the Equipment to be operatingsatisfactorily as demonstrated
by successful camp etion of diagnostic routines or, upon our written request relative to Purchased Equipment or eased Equipment, the delivery
date of such Equipment. For Equipment designated as "Customer Installable," the Installation Date will be the Equiment shipment date, except IT
otherwise speuff°ied on the applicable Price Lists or elsewhere in this Agreement. For changes to price plans or purchase of In -place Equipment, the
Installation Date will normal be the date this Agreement is signed, except if software or hardware changes are necessary to effect proper billing in
which case the Installation ate will be the dafe those changes are complete. ,For Maintenance Services, the Installation Date will be the as
following expiration of any express warranty period if this Agreement is signed prior to such expiration. If this Agreement is signed on or after such
expiration, the Installation Date will be the date this Agreement is signed.
4. CREDIT HISTORY. Xerox may conduct an investigation of your credit history. Even if the Products ordered under this Agreement have been delivered,
Xerox may, within 60 days ,following its acceptance of this Agreement, revoke that acceptance upon written notice i our credit approval has been
denied. Xerox may at anytime request, and you agree to promptly furnish, a copy of your latest audited fiscal year-end7inancial statement.
S. PAYMENT. Invoices are payable upon receipt. You shall pay to Xerox all applicable state and local taxes. These taxes include, but are not limited to
saler, and use, rental excise gross receipts and occupational or privilege taxes. Exemption from tax payment will be allowed upon presentation of
applicable state and/or local proof of exemption.
6. DELIVERY, RELOCATION AND RETROFITS. You will be responsible for any unusual charges required for on -site delivery or removal. If Xerox is unable
to d liver any Products through no fault on your part, your exclusive remedy shall be -to terminate this Agreement under Paragraph 10. You must
not J Xerox prior to relocating any Product as to which Xerox is providing services or support, or has a security interest. You will permit Xerox to
instal', at no cost to you and at no c arge to Xerox, all Equipment retrofits designated by Xerox as mandatory.
7. BASK SERVICES. This Section describes the basic services provided by Xerox for Purchased Equipment covered under an express warranty and for
Rental Equipment and Leased Equipment ("Basic Services').
A. REPAIRS AND PARTS. Xerox will make all necessary adjustments and repairs to keep the Equipment in good workinorder. Parts required for
repair may be recovered or reprocessed, and replaced parts will become the property of Xerox at its option. Any developer used in the
Equipment may be installed and removed only by Xerox and, upon removal, will become Xerox property.
B. HOURS EFCLUSIONS AND RELEASES. Basic Services will be provided during Xerox' established service availability hours and only within areas
openedfor repair service within the United States and its territories and possessions. Excluded from Basic Services are repairs caused other than
by normal wear and tear or by defects in material or workmanship. You will implement the most recent releases of operating system software to
enable Xerox to properly maintain the Equipment.
C. INSTALLATION SITE AND ACCESS. The Equipment installation site must at all times conform to Xerox' published space, electrical, and
nvironmental requirements. You will provide, at no charge to Xerox, access to the Equipment and to a telephone, and adequate storage space
or a reasonable quantity of replacement parts.
D. ALTERATIONS AND SAFETY. If you make an alteration, attach a device, or utilize a supply item that, in Xerox' judgment, increases the cost of
BasicServi4es, Xerox will either propose an additional service charge, or request that the Equipment be returned to its standard configuration or
that use of the supply item be discontinued. You must either accept the proposal or comply with the request within 5 days. If Xerox believes
that an alteration, attachment, or suppply item affects the safety of Xerox personnel or Equipment users, Xerox will notify you of the problem
and may withhold Basic Services until tf�e problem is remedied.
E. REMEDY. If Xerox is unable to maintain Equipmentin good working order under the conditions described above, Xerox will, as your exclusive
remedy replace the Equipment with either an identical product or another product that provides equal or greater capabilities at the option of
Xerox. In the case of Xerox Engineering Systems Equipment if Xerox is unable to provide a replacement product under this Paragraph, Xerox
shall, as your exclusive remedy, pay you an amount equal to the trade-in value of the Equipment. If a replacementproductis provided under this
Paragraph, there wilt be no additional Equipment charge, nor will there be an additional Basic Services charge for the remainder of the then
current term of those Basic Services. If you on finally purchased the Eqquipment, the replacement product wTl become your property, and the
original Purchased Equipment Xerox' property, Wee and clear of all non -Xerox liens, security interests or encumbrances.
F. METER READINGS. If Xapplicable you will provide accurate and timely meter readings at the end of each applicable billing period in the manner
prescribed by Xerox. erox shall have access to. the Equipment to monitor the meter readings. If meter readings are not received in a timely
manner, Xerox may obtain them electronically or by other means; or may estimate them.
8. WARRANTY DISCLAIMER. WITH RESPECT TO PRODUCTS, XEROX DISCLAIMS THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND
FOLLOWING THE EXPIRATION OF ANY EXPRESS WARRANTY, XEROX DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY.
9.- INTELLECTUAL PROPERTY INDEMNITY. Xerox will defend you from, and pay any ultimate judgment for, infringement in the United States by
Products of any patent, trademark, trade secret, protected semiconductor chip mask work or co yright, if you promptly notify Xerox in writing- of any
alleged infringement, allow Xerox to defend, and cooperate with Xerox in the defense. Aerox is not responsible for any non -Xerox lifigation
expenses or settlements, unless Xerox a qrees to them in writing: To avoid potential infringement even if not alleged, Xerox ma at its option and at
no charghe to you, obtain a license, modify, substitute an equivalent of, or repurchase Products. If none of the foregoing is feasif;le, Xerox will refund
the purr ase price (less the reasonable rental value for the period the returned Equipment was available to you for usel and/or any Software license
fees and will pay for any reasonable removal.and transportation charges. Xerox is not liable for any infringement due to'Products being made or
modified (by Xerox orothers, including you) to your specifications, or being used or sold in combination with products not provided by Xerox. Xerox
has no other liability for infringement or any damages therefrom.
10. BREACH AND ATTORNEYS FEES If either party fails to cure a material breach within 10 days following a written notice of breach by the other party,
the other party may upon written notice either (a) terminate this Agreement or (b) suspend its performance under this Agreement and/or under any
related Agreement. in any action to enforce this Agreement, the prevailing party shall be entitled to recover its costs and expenses, including
reasonable attorneys fees.
11. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL INDIRECT, INCIDENTAL, CONSEQUENTIAL
OR PUNITIVE DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER YHE CLAIM ALLEGES TO TIOUS CCONDUCT
(INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY.
12. ASSIGNMENT. Without the prior written consent of Xerox, which shall not be unreasonably withheld, you may not assign any of your rights or
obliggations under this Agreementt, or resell, lease, lend or permit a lien or encumbrance of any kind against any Equipment for which you have not
yet obtained title free and clear of any Xerox security interest.
13. ENTIRE AGREEMENT. Thi Agreement, including the terms and conditions contained on any applicable Price Lists, constitutes the entire agreement as
to its subject matter, an( supersedes all prior and contemporaneous oral and written agreements as to such subject matter. In the event of an
inconsistency between the terms and conditions specified on any Price List and those otherwise contained in this Agreement, the former shall control.
Any terms and conditions on any ordering documents you may issue shall be of no force or effect.
General Form # 50900 (January 1,1995)
XEROX
Effective Juty 1, 1996 (Supersedes None)
A. REPAIRS AND PARTS. Xerox will make all necessary adjustments and repairs to keep the Equipment in
good working order. Parts required for repair may be recovered or reprocessed, and replaced parts will
become the property of Xerox at its option. Any developer used in the Equipment may be installed and
removed only by Xerox and, upon removal, will become Xerox property.
B. HOURS, EXCLUSIONS AND RELEASES. Basic Services will be provided during Xerox' established
service availability hours and only within areas opened for repair service within the United States and its
territories and possessions. Excluded from Basic Services are repairs caused other than by normal wear
and tear or by defects in material or workmanship. You will implement the most recent releases of
operating system software to enable Xerox to properly maintain the Equipment.
C. INSTALLATION SITE AND ACCESS. The Equipment installation site must at all times conform to
Xerox' published space, electrical, and environmental requirements. You will provide, at no charge to
Xerox, access to the Equipment and to a telephone, and adequate storage space for a reasonable
quantity of replacement parts.
D. ALTERATIONS AND SAFETY. If you make an alteration, attach a device, or utilize a supply item that,
in Xerox' judgment, increases the cost of Basic Services, Xerox will either propose an additional service
charge, or request that the Equipment be returned to its standard configuration or that use of the supply
item be discontinued. You must either accept the proposal or comply with the request within 5 days. If
Xerox believes that an alteration, attachment, or supply item affects the safety of Xerox personnel or
Equipment users, Xerox will notify you of the problem and may withhold Basic Services until the problem
is remedied.
E. REMEDY. If Xerox is unable to maintain Equipment in good working order under the conditions
described above, Xerox will, as your exclusive remedy, replace the Equipment with either an identical
product or another product that provides equal or greater capabilities, at the option of Xerox. In the case
of Xerox Engineering Systems Equipment, if Xerox is unable to provide a replacement product under this
Paragraph, Xerox shall, as your exclusive remedy, pay you an amount equal to the trade-in value of the
Equipment. If a replacement product is provided under this Paragraph, there will be no additional
Equipment charge, nor will there be an additional Basic Services charge for the remainder of the then
current term of those Basic Services. If you originally purchased the Equipment, the replacement product
will become your property, and the original Purchased Equipment Xerox' property, free and clear of all
non -Xerox liens, security interests or encumbrances.
F. METER READINGS. If applicable, you will provide accurate and timely meter readings at the end of
each applicable billing period in the manner prescribed by Xerox. Xerox shall have access to the
Equipment to monitor the meter readings. If meter readings are not received in a timely manner, Xerox
may obtain them electronically or by other means, or may estimate them.
8. WARRANTY DISCLAIMER. WITH RESPECT TO PRODUCTS, XEROX DISCLAIMS THE IMPLIED
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT OF
INTELLECTUAL PROPERTY RIGHTS, AND FOLLOWING THE EXPIRATION OF ANY EXPRESS
WARRANTY, XEROX DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY.
9. INTELLECTUAL PROPERTY INDEMNITY. Xerox will defend you from, and pay any ultimate judgment for,
infringement in the United States by Products of any patent, trademark, trade secret, protected
semiconductor chip mask work or copyright, if you promptly notify Xerox in writing of any alleged
infringement, allow Xerox to defend, and cooperate with Xerox in the defense. Xerox is not responsible for
any non -Xerox litigation expenses or settlements, unless Xerox agrees to them in writing. To avoid potential
infringement, even if not alleged, Xerox may, at its option and at no charge to you, obtain a license, modify,
substitute an equivalent of, or repurchase Products. If none of the foregoing is feasible, Xerox will refund the
purchase price (less the reasonable rental value for the period the returned Equipment was available to you
for use) and/or any Software license fees, and will pay for any reasonable removal and transportation
charges. Xerox is not liable for any infringement due to Products being made or modified (by Xerox or others,
including you) to your specifications, or being used or sold in combination with products not provided by
Xerox. Xerox has no other liability for infringement or any damages therefrom.
10. BREACH AND ATTORNEYS FEES. If either party fails to cure a material breach within 10 days following a
written notice of breach by the other party, the other party may upon written notice either (a) terminate this
Agreement or (b) suspend its performance under this Agreement and/or under any related Agreement. In any
action to enforce this Agreement, the prevailing party shall be entitled to recover its costs and expenses,
including reasonable attorneys fees.
Page 2 of 3 65315SL - 96197
XEROX
Effective July 1, 1996 (Supersedes None)
11. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR
ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN ANY WAY
ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER THE CLAIM ALLEGES TORTIOUS
CONDUCT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY.
12. ASSIGNMENT. Without the prior written consent of Xerox, which shall not be unreasonably withheld, you
may not assign any of your rights or obligations under this Agreement, or resell, lease, lend or permit a lien
or encumbrance of any kind against any Equipment for which you have not yet obtained title free and clear of
any Xerox security interest.
13. PRICES FIRM: Unless otherwise specified herein, all prices shown herein are firm and are not subject to
escalation during the Price List period. All rental prices are those in effect as of the date of Equipment
installation (not the date of order). This installation date is defined as the date Xerox determines Equipment
to be operating in accordance with Xerox standards as demonstrated by Xerox successfully running
diagnostic routines and is ready for Customer use. The purchase price shall be that which is in effect on
the date an order is received by Xerox. If, however, Customer fails to accept delivery within 60 days of
Xerox' quoted delivery date, charges will be based upon the Price List in effect upon Equipment installation.
The Full Service Maintenance Rates are those in effect upon the date of commencement of the Full
Service Maintenance Agreement (not the date of order).
14. GEOGRAPHIC SCOPE OF PRICE LISTS: The geographic scope of these Price Lists is the forty-eight (48)
contiguous states, District of Columbia, Alaska, Puerto Rico, Hawaii, Virgin Islands, Western Pacific
Territories and American Samoa. Xerox reserves the right not to accept orders requiring installation or
service in those areas which are remote or not readily or adequately serviced by Xerox.
IS. CORRECTIONS/ERRORS: Any corrections to this Price List which are issued during the Price List Period
shall be made a part hereof, including but not limited to Price List updates which are issued to correct errors
within this Price List and/or subsequent updates.
16. PRICE LIST CANCELLATION: These Price Lists may be cancelled in whole or in part by Xerox, with 30
days prior written notice. Such cancellation will not affect Equipment already installed or orders already
accepted by Xerox.
17. TECHNICAL SUBSTITUTION: Xerox reserves the right to substitute for any component(s) within a Market
Code configuration a similar product(s) of equal or greater capability.
18. OBLIGATION OF (RENTAL OR MAINTENANCE) FUNDS: Xerox is not obligated to monitor the use of
machines to insure that billings do not exceed the amounts shown on purchase orders. Consequently 'not to
exceed', or other spending limitations shown on any purchase order shall not be binding on Xerox.
Page 3 of 3 65315SL - 96/97
XEROX
Effective July 1, 1996 (Supersedes None)
State and Local Purchase Terms and Conditions
The following Purchase Terms and Conditions are in addition to the General Terms and Conditions.
1. TITLE AND RISK. For Equipment purchased outright, the title will pass to you upon payment in full and the
risk of loss will pass to you upon the Installation Date.
2. WARRANTY. In -Place Equipment is sold on a strict "AS IS, WHERE IS" basis, without any warranty. If an
express warranty period for Purchased Equipment other than In -Place is specified in the applicable Price List
or elsewhere in this Agreement, it will apply only to you and will commence upon the Installation Date. During
the express warranty period, Xerox will provide the Basic Services described in Section 7 of the General
Terms and Conditions and if, applicable, Software Support as provided in the Maintenance Senvice Terms
and Condition, at no charge to you.
Page 1 of 1 65315SL - 96/97
XEROX
Effective July 1, 1996 (Supersedes None)
State and Local Government Maintenance Services Terms and Conditions
(Applicable to Copier, Duplicator, DocuTech, Engineering Systems, Printing Systems, Document
Systems, and Facsimile price lists.)
1. DESCRIPTION OF AVAILABLE MAINTENANCE AGREEMENTS
A. A.FULL SERVICE MAINTENANCE (--FSM") - FSM consists of the repair and/or replacement of parts
and subassemblies to keep the Equipment in good working order as described more specifically in the
General Terms and Conditions.
B. SYSTEMS SERVICES (XSSA) - XSSA consists of the repair and/or replacement of parts and
subassemblies to keep the Equipment in good working order as described more specifically in the
General Terms and Conditions, software support for certain software, and other support services more
fully described in the specific Equipment Price List Terms and Conditions.
C. WHAT IS COVERED BY AN XSSA, XPPA and SSA
1. XSSA - A Xerox Systems Services Agreement includes the Equipment Services described in the
General Terms and Conditions and Software Support described below.
2. XPPA - A Xerox Partnership Plan Agreement includes the Equipment Services described in the
General Terms and Conditions and Software Support described below.
3. SSA - A Software Support Agreement includes Software Support as described below.
D. STANDARD MAINTENANCE ("SM") - Except for photoreceptors, SM, which is an Open Market Item,
consists of the repair and/or replacement of parts and subassemblies to keep the Equipment in good
working order as described more specifically in the Services Provided/Exclusions/Remedy Paragraph of
the State and Local Government General Terms and Conditions. (Photoreceptors for the
1020/1025/1038 products are included in the Commercial SM minimum charge.) In addition, each
service call requested by the Customer shall have a per call charge at the Commercial rate in effect at
the time service is rendered. Photoreceptor prices and call charge rates are contained in the applicable
Commercial Price List(s). PHOTORECEPTOR PRICES AND CALL CHARGES ARE SUBJECT TO
CHANGE WITHOUT NOTICE.
E. NATIONAL MAINTENANCE CENTER ("NMC") - If available and the Customer chooses this option,
Maintenance Services will be performed at a Xerox National Maintenance Center ("Center"). If Customer
chooses to cant' Equipment into the approved Xerox Center, Customer must pick up the Equipment
within a reasonable period of time after notification of repair completion. Xerox shall accept risk of loss or
damage, as well as the responsibility for shipment of Equipment while in possession of or in transit from
an approved Xerox Center to the Customer. If Customer chooses a Xerox Depot Maintenance Center
Agreement, Customer shall deliver Equipment to a Xerox designated drop off location. Upon completion
of repair, Equipment shall be returned by common carrier to the location specified by the Customer to
Xerox at the time of service call placement, or to the designated drop off location. Xerox does not
represent or guarantee that Equipment repair and return will be accomplished within any specific period
of time. This Xerox depot maintenance option is not available on certain types of Equipment.
2. APPLICABLE TO XSSA, XPPA and SSA
A. WHAT IS INCLUDED IN SOFTWARE SUPPORT
Software support provided by Xerox ("Software Support") shall consist of the following for the then
current release and, subject to timely compliance with your obligations regarding the implementation of
Releases, the immediately preceding release of the licensed Operating System Software for the
Equipment acquired or leased under this Agreement:
(i) from time to time as Xerox deems appropriate, Xerox will provide you with new releases which
incorporate coding error fixes ("Maintenance Releases") or, at least in part, an enhancement or
addition to the features and/or capabilities of the Licensed Software ( "Functional Releases");
(ii) Xerox reserves the right to charge a separate license and/or support fee for each Functional
Release, and Maintenance Releases will be provided at no charge;
(iii) Xerox will provide a Customer Telephone Support Center for the resolution of user problems and
questions relating to the Licensed Software;
(iv) Xerox will use reasonable efforts to attempt to resolve Licensed Software coding errors, provided you
report the problem to Xerox via the Customer Telephone Support Center; and
(v) where required by Xerox, Xerox technical support personnel will install all Licensed Software
releases.
Page 1 of 5 65315SL - 96/97
XEROX
Effective July 1, 1996 (Supersedes None)
B. RELEASES
As part of your obligations under an XSSA, XPPA, or SSA, you are required to implement the most
recent Maintenance Release. If you fail to do so within a reasonable time, Xerox may discontinue
Software Support for the applicable Licensed Software. If a failure to implement the most current
Maintenance Release or Functional Release causes an increase in the cost to Xerox of providing
Software Services for the Designated Equipment, Xerox may immediately discontinue such Maintenance
Services upon written notice. While you are under no obligation to implement a Functional Release, if
the release then implemented by you is neither the most current release nor the immediately preceding
release (whether a Maintenance Release or Functional Release), Xerox shall have no obligation to
support the release you have implemented.
C. ADDITIONAL PRODUCTS
Xerox shall not be deemed in breach of its obligations if, in order to implement, in whole or in part, a new
Licensed Software release (either a Maintenance Release or Functional Release), you must procure, at
additional cost, additional hardware and/or software from Xerox or any other person.
3. APPLICATION TO FSM, SM AND NMC
PERIOD OF ASSURED AVAILABILITY FOR MAINTENANCE SERVICES - As provided in the applicable
Price Ust(s), Xerox guarantees availability of FSM, XSSA, SM, and NMC for the Period of Assured
Availability (hereinafter'Service(s)'). The Period of Assured Availability for the Equipment and when it
commences as well as the provision of Maintenance Services after the Period of Assured Availability, as
available, are described on the applicable Price List(s).
A. INITIAL PERIOD OF AVAILABILITY - Xerox will honor Service orders which become effective on the
date of purchase from Xerox for DTP's (or the expiration of the 90 day purchase warranty, if applicable)
for the initial period as specified herein. Orders will be honored during the initial period at prices, terms
and conditions in effect at the time the service is provided.
B. EXTENDED PERIOD OF AVAILABILITY - Upon expiration of the Period of Assured Availability, Xerox,
subject to its evaluation and/or inspection of the Equipment, may accept the renewal of Services at its
sole discretion, on an annual basis at the prices, terms and conditions then in effect for service unless
Customer elects to obtain service through a Xerox Time and Materials Maintenance Agreement (Open
Market Item) or other method. For Extended Period Service, Xerox does not represent that it will be able
to maintain the Equipment in good working order, and the machine replacement provision described
below does not apply to Extended Period Service.
NOTE: During Extended Period of Availability, either party may cancel Service without penalty
with thirty (30) days written notice.
C. For purposes of this Agreement, Upgrades/Downgrades shall mean conversion by Xerox of Customer -
owned Equipment to a unit having different capabilities. Xerox may provide, at its sole option, such
Upgrade/Downgrade by either modifying Customer -owned Equipment or exchanging such Customer -
owned Equipment with another Xerox Product or component which may be Newly Manufactured or
Remanufactured. Attachment or removal of items designated as features, accessories or sup*- items by
Xerox on the applicable Price List shall not be considered an Equipment Upgrade or Downgrade (if
applicable).
D. If Xerox, in its sole judgement during the Initial Period of Assured Availability, is unable to maintain
Equipment in good working order, Xerox shall replace Equipment with Equipment of the same model
with the same capabilities or, if that product is no longer available, Equipment of a different model with
comparable or greater capabilities at no additional charge for the period of the then current term of the
Agreement. If replacement unit is a product of greater capabilities, Customer agrees to pay then current
Service rates for the replacement unit at the expiration of the current term of the agreement. If
replacement unit is required, all Equipment placement, removal, transportation and rigging costs shall be
bome by Xerox.
Titre in the replaced item of Equipment, shall pass to Xerox and the Customer shall obtain title to the
replacing item upon removal and delivery respectively.
If Xerox cannot maintain an accessory for which Service pricing is available in good working order, it
shall replace that accessory in accordance with the above terms and conditions but shall have no
obligation to replace the mainframe and/or any accessory which Xerox determines to be in good working
order.
The machine replacement provision above does not apply to the Extended Period of Availability.
If the Equipment is replaced, the replacement unit is allowed the balance of the Initial Period of Assured
Availability remaining on the unit replaced.
Page 2 of 5 65315SL - 96197
XEROX
Effective July f, 1996 (Supersedes None)
NOTE: No additional warranty will apply to the replacement unit.
E. Equipment installed past the Period of Assured Service Availability may no longer be eligible for Time
and Materials (Open Market Item) due to parts or labor service availability.
4. TERM
A. The term of all Service Agreements is one (1) year or less depending on the plan chosen by the
Customer and set forth on the Customer order except as follows:
1. Contract Period: From the commencement of the Agreement through the end of this Price List
period.
2. Firm Annual: From the commencement of the Agreement through the end of twelve (12) full
calendar months.
3. Annual Fiscal Year Option: From the commencement of the Agreement through the end of the
Customer's Fiscal Year.
NOTE: FISCAL YEAR OPTION IS NOT AVAILABLE FOR USE BY PRIVATE NON-PROFIT SCHOOL
SYSTEMS, PRIVATE NON-PROFIT COLLEGES AND UNIVERSITIES, PRIVATE NON-PROFIT
HOSPITALS, NOR TO PRIVATE NON-PROFIT CONTRACTORS AS DEFINED ON PRICE LIST
ELIGIBILITY PAGE.
B. If Service Agreement pertains to a new installation of Equipment purchased from Xerox, the Effective
Date of this Agreement shall be the Equipment Warranty Expiration Date. If no Xerox warranty was
applicable to Equipment, the Effective Date of this Agreement shall be the Equipment Title Transfer
Date. If Service Agreement pertains to a conversion from Time and Materials Service, or is a conversion
from another Service Agreement, the Effective Date of the Agreement shall be the date Customer
executes the Agreement order pertaining to the conversion, subject to Xerox' acceptance thereof. The
Installation Date for Agreements signed after the expiration of the warranty period will be the date the
order is signed by the Customer.
C. This Agreement will be renewed for successive terms at the rates then in effect, unless terminated as
provided herein at the end of the Initial or any Renewal Term.
D. The term of this Agreement, insofar as it pertains to accessories attached to Equipment subject to
Service shall be concurrent with that term.
E. Unless permitted, termination of an Agreement by the Customer prior to the expiration of its term or the
breach of an Agreement by the Customer will result in Early Termination Charges being assessed as set
forth herein. Such Early Termination is a material breach.
F. Except for Customer's breach, Xerox may terminate the Agreement only at the expiration of the Period
of Assured Availability or any annual extension of such Period. Xerox will give the Customer at least
thirty (30) days' prior written notice.
5. INVOICING/PAYMENT - XSSA, FSM and SM invoices will be rendered post -monthly or post -quarterly per
product as applicable. National Maintenance Center (NMC) invoices will be rendered post -quarterly.
A. Invoices are payable within thirty (30) days of receipt. Monthly Charges are pro -rated on the basis of a
thirty (30) day month if the first or last service period is for less than a full month.
B. With respect to Equipment subject to XSSA, FSM or SM and having associated copy/page/impression
transaction charges, at the end of each applicable billing cycle, Customer agrees to provide meter
readings to Xerox. If meter readings are not provided promptly to Xerox, meter charges may be
estimated and invoiced accordingly.
C. Invoice format and description are subject to change during this contract period. Minimum charges will
not increase, only the invoice presentation may change and, if applicable, Purchase Orders should
reflect the changes which will be amended to the contract.
6. SERVICE RENEWAL
A. FOR AGENCIES AND INSTITUTIONS OF STATE GOVERNMENTS AND THEIR POLITICAL
SUBDIVISIONS — Service renewal notices for Equipment which has completed its Period of Service,
must be received by Xerox within sixty (60) days from the expiration of the individual Service
Agreement.
Renewal notices may be Purchase Orders and/or other written forms of notice incorporating the Terms
and Conditions of this Price List. The effective date of all such renewals shall be on the first day of the
new Period of Service except as noted below.
B. FOR PRIVATE NON-PROFIT SCHOOL SYSTEMS, PRIVATE NON-PROFIT COLLEGES AND
UNIVERSITIES, AND TO PRIVATE NON-PROFIT HOSPITALS, OR CONTRACTORS ONLY AS
DEFINED HEREIN.
Page 3 of 6 65315SL - 96197
XEROX
Effective July 1, 1996 (Supersedes Norte)
AUTOMATIC RENEWAL — Unless terminated at the end of the initial or successive 'contracted'
terns, the Service Agreement shall be renewed for successive terms at the Prices, Terms and
Conditions in effect at the time of renewal.
C. Service Agreements may not be renewed or extended, except in the case of Equipment Market
Code Upgrade conversions during the term of the Agreement. Accessory add -on Upgrades retain
the original mainframe Service period that has been contracted. Market Code Upgrade
conversions require that a new Service Agreement be executed.
7. LATE SERVICE RENEWAL
A. During the sixty (60) days Service renewal period, if a Service renewal notice is not received, then, for
the convenience of both the Customer and Xerox, the Service will be continued. Service prices will be
the applicable current State and Local Government Service rates for the Service plan that was in effect
for the Customer as of the last day of the previous Period of Service. These rates will be billed until the
renewal notice is received. The renewal notice, when received, shall be treated as confirmation of
renewal and billing as described above will continue at the rates then in effect.
B. In the event the Customer has not renewed Service within sixty (60) days after the expiration of the
preceding year's Service Agreement, Xerox reserves the right to withhold service until the Customer
provides Xerox with a Service renewal purchase order.
if the Customer does not issue a Service renewal purchase order, Xerox will then offer service to the
Customer per the Time and Materials prices and terms and conditions contained in the Commercial Price
List in effect at the time service is rendered.
8. LATE SERVICE CANCELLATION NOTICE FOR AGENCIES AND INSTITUTIONS OF STATE
GOVERNMENTS AND POLITICAL SUBDIVISIONS (RECEIVED AFTER THE FIRST DAY OF THE NEW
PERIOD OF FSM)
If written notice of cancellation is received by Xerox on or after the first day of the new Period of Service
(and written notice was not provided prior to the end of the previous Period of Service in accordance with
the cancellation terms of that contract) and no service calls have been made on the Equipment since
expiration of the previous Period of Service, cancellation shall be retroactive to the first day of the new
Period of Service. If Xerox has made Service calls, the Customer shall be billed for such service on a
per call basis at the Commercial Time and Materials rates contained in the applicable Xerox Commercial
Maintenance Price List in effect at the time services were rendered.
9. TERMINATION UPON NOTICE /EARLY TERMINATION CHARGES
A. DOCUMENT SYSTEMSIPUBLISHING SYSTEMS PRODUCTS (6060F/820/82011116/8 EXCLUDED) - If
Customer cancels this agreement in a manner other than as provided for in the Maintenance Services
Terms and Conditions, Customer shall pay Early Termination Charges equal to one-third (113) of the
quarterly maintenance charge in effect for the Equipment at the time of cancellation multiplied by the
number of months remaining in the contract not to exceed four (4) months. Early Termination Charges
do not apply to N M C agreements.
If notice of cancellation has not been timely sent to Xerox or if Customer breaches any other Terms and
Conditions during the last month of any Initial or Renewal Term, Customer agrees to pay one-third (113)
of the Quarterly Maintenance Charge for thirty (30) days from effective notice of cancellation. Charges
will remain the same for the remainder of the last month of term in progress and shall be at the level of
the Renewal Term for period following expiration of Initial or Renewal Term.
B. APPLICABLE TO PRINTING SYSTEMS AND DOCUTECH PRODUCTS - Customer may terminate this
Agreement by thirty (30) days prior written notice effective upon the expiration of the Initial or Renewal
Term. If terminated at any other time, the Customer shall pay Early Termination Charges as specified
below except as noted in the Exceptions to Termination Charges paragraph.
1. If Early Termination Charges are payable, Customer shall pay all unpaid page charges (meter
charges for DocuTech) and all remaining monthly minimum charges or monthly base charges
remaining in the then current term of the Agreement, not to exceed four (4) months.
2. If written notice of termination has not been sent to Xerox in a timely manner, Customer shall pay all
monthly minimum, or monthly base charges, and use charges for a period of thirty (30) days from the
effective date of the notice of termination in addition to Early Termination Charges.
Page 4 of 6 65315SL - 96/97
XEROX
Effective July 1, 1996 (Supersedes None)
C. APPLICABLE TO COPIER PRODUCTS - At least 30 days written notice must be given by the Customer
to terminate an Agreement, either during or at the end of term, except for price plan conversions or
equipment trades. Early Termination Charges, where applicable, will be invoiced in the amount of two (2)
times the Customer's Monthly Minimum Charge; Or for those plans with a Quarterly Minimum Charge,
two-thirds (2/3) of that charge. The termination charge will be prorated if cancellation occurs during the
last sixty (60) days of the Agreement Proration will be on the basis of 1/60 of the termination charges
specified above for each day after cancellation to the expiration date of the Agreement.
NOTE: ETC's are applicable for Product Groups V and VI only.
D. APPLICABLE TO FACSIMILE AND ELECTRONIC TYPEWRITER PRODUCTS - Customer agrees to
pay Monthly Minimum and Use Charges for thirty (30) days from effective notice of cancellation.
10. EXCEPTIONS TO TERMINATION CHARGES
A. TERMINATION FOR LACK OF FUNDS - If the funding authority of a State Government or Political
Subdivision fails to appropriate funds to enable the Customer to continue payment under a Service
Areement, the Customer may cancel without termination charges provided Xerox receives at least 30
days prior written notice stating: a) the lack of appropriated funds as the reason for termination, or b) the
Customer (machine user) has been disestablished or discontinued.
NOTE: THIS "FUNDING -OUT" PROVISION IS NOT APPLICABLE TO PRIVATE NON-PROFIT
SCHOOL SYSTEMS, PRIVATE NON- PROFIT COLLEGES AND UNIVERSITIES, NOR TO PRIVATE
NON-PROFIT HOSPITALS, OR CONTRACTORS AS DEFINED HEREIN.
B. If the Equipment is installed under a Service Agreement and is traded -in for another Product purchased
from Xerox and a Service Agreement is executed for the incoming Equipment at the time of the trade-in
order, Termination Charges shall be waived.
C. After expiration of Assured Period of Maintenance Availability, Customer may cancel Service Agreement
at any time upon advance written notice of thirty (30) days without penalty.
D. D.Accessories may be cancelled anytime with thirty (30) days prior written notice, without Termination
Charges, provided the accessory is removed from the mainframe.
E. Except as othervvise provided herein, Xerox may terminate this Agreement only at the expiration of the
Period of Assured Availability or any Annual Extension by 30 days prior written notice to the Customer.
11. PRICE PLAN CONVERSIONS
A. From a Fiscal Year Option Plan OR a Contract Period Plan TO the Firm Annual Plan is NOT permitted.
B. Conversions after the first day of the last month of this Price List are NOT permitted.
12. ACCESSORIES - Customer -owned Xerox accessories for which Xerox does not have a Service price will be
subject to the Agreement at no additional charge. Customer owned Xerox accessories for which Service
pricing is available, and whose mainframe is on a Service Agreement, must be subject to a Service
Agreement at the prices specified in the Price List(s) and will have a term concurrent with the Service
Agreement pertaining to the Equipment to which they are attached.
Page 5 of 6 65315SL - 96/97
XEROX
IEdecdve December 1,1996 (Supersedes November 1, 1996)
Available Shift Coverage for Page Allowance Plan
MRC
Description
Monthly Charge
Z36
US Service Option
$220
Z33
3x7 Service Option
515
PIPS 4060 Laser Printing Systems
Annual
a Yea
Software
XSSA
I(PP
Services
Market
Monthly,
Monthly
Plan
Charge , Z
Charge,, Y,
Code /
Purchase
Monthly
US Base
1x5 Base
MRC
Description
Price
(Z10)
(Z10)
Charge
NP34O60ST
DocuPdnt NPS 4050 Base System wlStacker
$65.000
Printer Engine (Y87), Output Stacker (1500 Sheets) (43P),
SS20,M71 w/32Mb Memory & 1Gb Drive, & TGX 4Mb (3Y5),
SunSparc 16Mb Memory Expansion Kit qty: 2 (8TH),
SunSparc 64Mb Memory Expansion Kit qty: 1 (OTK), internal
CD Rom, Storage Pack 11PG), 1.44Mb Floppy Drive (2PG),
Front End S/S Kt (9YF) , 20' Color Display (2GL), Country Kit
(6V2)9, DocuPrint OS SiW & License (3WS-B), GFI Cable Kit
(98K21520)1O, Solaris 1.x License (5WD), DCIM it Kit (4KY-A),
Leveling Kd (98K07401) ", AUI Adapter Cable (9TT), Cable
Adapter Kit (50 pin to 37 pin) (981<43320)
Startup Services Included In Price:3
Implementation Planning & Management" $4,400
value
PS Centralized Operator Training; $ 550 value
Documentation; $ 400 value
Base Monthly XSS Charge
$ 1,180
61,000
Charge Per Page
.0037
.0037
NPSUSOSS
DocuPrint NPS 4050 Base System vdStacker & Stitcher
$70,000
Printer Engine (Y87), Output Stacker (2000 Sheets) (807),
Stitcher (M11), SS20,M71 w/32Mb Memory & 1Gb Drive, &
TGX 4Mb (3Y5), SunSparc 16Mb Memory Expansion Kit qty: 2
(8TH), SunSparc 64Mb Memory Expansion Kit qty. 1 (OTK),
Internal CD Rom, Storage Pack(1PG), 1.44Mb Floppy Drive
(2PG), Front End S/S Kit (9YF)8, 20' Color Display (2GL),
Country Kd (6Y2) °, DocuPrint OS S/W & License (3W8-B), GFI
Cable Kit (98K21520)'O, Solaris 1.x License (5WD), OCIM 11
Kit (4KY-A), Leveling Kit (98K07401)", AUI Adapter Cable
(9TT), Cable Adapter Kt (50 pin to 37 pin) (981<43320)
Startup Services Included In Price?
Implementation Planning & Managemen14 $4,400
value
PS Centralized Operator Training; S 550 value
Documentation; S 400 value
L=]Charge
Base Monthly XSS Charge
1
$ 1,280
$1.100
Per Page
1
.0037
.0037
Page 3 of 13 65561 SL -96t97
XEROX
F.thedve December 1,1990 (Supersedes November 1.1996)
Annual
6 year
Software
XSS,A
XPP
Services
Market
Montli
Monthly 2.
Plan
Charge
Charge' -
Code ►
Purchase
US Base
1xS Base
Monthly
MRC
Description
Price
(Z10)
(Z10)
Charge
Extended Service Coverage Options - Incremental Mthly
Charge°
Z16
1x6 Service Option
$115
115
Z11
1x7 Service Option
270
270
Z20
2x5 Service Option
190
190
Z25
2x6 Service Option
305
305
Z22
2x7 Service Option
460
460
Z30
U5 Service Option
370
370
Z36
3x6 Service Option
450
450
Z33
3x7 Service Option
640
640
Operating Software License Fee6
$20,000
4050SWS
Software Services Maintenance Plan 1x5 Service Coverage'
_j__+
S475
1. See Suppiementa! Terms & Conditions for service coverage details
2. Term Lease Maintenance Component except for Extended Service Coverage Option (which will be invoiced separately).
3. Startup Services for equipment purchased by the customer directly from Xerox, other than by purchase of in place
Rental or Leased equipment, are currently included in the purchase price and includes the minimum level of
Implementation Planning and Management, one set of System Documentation, and training of one key operator.
4. Does not include Implementation Planning and Management associated with Xerox Printer Access Facility (XPAF),
when licensed by the customer.
S. Extended Service Coverage charges will be billed as follows: Lease Agreements, Extended Service Coverage may not
be added to the Service component of the lease. it will be billed on the lease agreement meter usage invoice. XSSA,
Extended Service Coverage will be added to the Monthly Base Charge.
6. Payment of the Operating System Software license Fee is included in the purchase price of all equipment acquired by
Customer directly from Xerox.
7. Software Services Plan ordered via bill code 59P1.
8. Front End SJS Kit contains ESS to IOT cable, cable gender changer, DocuPrint identification labels and
install instructions.
S. Country Kit (6V2) includes; power cables,keyboard, optical mouse & pad, speaker box, microphone, monitor
cable.
10. GFI cable kit is not required for XCL or RX
11. The Leveling Kit is an JOT installation tool.
Warranty Period
For Outright and Xerox Equipment Equity Plan (XEEP) purchases the warranty period Is 90 days from date of
Equipment installation.
NPS 4060 Required Accessory/s
Annual XSS
Market /
Purchase
Monthly Charge'
Product Code
Options
Price
21.2 ,,
Adobe Fonts (51 Standard PS Fonts)
$1.000
INC
Page 4 of 13 65561SL -96197
XEROX
Effective December 1,1996 (Supersedes November 1, 1996)
NPS 4050 Options
Market I
Product Code
Options
Purchase
Price
Annual XSS and 3 Year XPP/
Term Lease/XLA Page Allowance
Plan Monthly Charge'* 2,3
HCF40 a
High Capacity Feeder (66N, 98KO6520)
S 10,500
$100
BYPAS50 6
Bypass Transporter (8E2,98kl2450)
7,000
70
D4W SunSparc
2.1 Gb. Internal Disk Drive
1,350
0
D5W
SunSparc 2.1 Gb. Intemal Disk Drive
1,525
0
D6W
SunSparc 8.0 Gb Cartridge Tape Drive
1,900
15
8TW
SunSparc 16Mb Memory Expansion
1,450
0
9TW
SunSparc 32MB Memory Expansion
3,000
0
OTK'
SunSparc 64Mb Memory Expansion
5,000
0
out
Token Ring
1,496
30
G3W
100 mb Ethernet
795
55
1 See Supprerrenta'. Terms X Cond:tons for service coverage details
2 Service term coverage for options will be the same as coverage contracted for the base system
3 Term Lease Maintenance Component
4 Maximum of four (4) additional expansion kits may be installed in any combination of 8TH or OTK
5 High Capacity Feeder, product code 66N is shipped with kits; 98k06500, non HCF to HCF kit and 98kO6540 IOT
mechanical upgrade.
6 Only one additional internal disk drive can be installed in the SPARC20 having standard 1.05 GB disk drive.
7 The Bypass Transport is compatible with the 2 Bin Stacker configuration 43P but is not compatible with the
StackedStitcher configuration 8D7/M 12. Enablement kit 98k12450 is shipped with each Bypass Transport SE2..
8 Requires software version 1.3.13 or higher.
Build Status
Xerox 4050 options are newly manufactured or remanufactured at Xerox' sole discretion.
Bill Codes
Outright Purchase = 2195; XEEP = 2191; XELI = 219A; 1x5 Annual XSS = 2901 and MRC Z10; 1x5 XPP = 29C3
and MRC Z10; Term Lease = 2199; XLA = 2190; Term Lease/XLA Service = 271-5; XPP Term Lease Service
= 23T1-5
NPS 4050 Market Code Upgrade
MarketCode
0NPS405
To Market Code
Remove
Add
Purchase Price'•OST
NPS405OSS
43P
M11, 8D7
$10.WO
1 XSS prices for the new To Market Code will be the same as detailed for that market code in the FSM section of this
price list
2 SS upgrade pricing is dependent upon the return to Xerox of the existing output module.
NPS 4050 Term Lease / XLA Page Allowance Plan
US Service Coverage (Z30)
Term Lease I XLA Maintenance Components'
2 Yew Page
Allowance
1-24 Month
1-36 Month
148 Month
1-60 Month
XSSA.Plan3
NPS4050ST
Monthly Base Charge
$2,500
$2,565
$2,665
$ 2,770
$ Z500
Monthly Page Allowance 3
460,001 +
460,001 +
460,001 +
460,001 +
460,001 +
460,000+ Pages
$ .0035
$.0035
$.0035
$ .0035
$ .0035
NPS4050SS
Monthly Base Charge
$2,600
$ 2,665
$2,765
$ 2,870
$2,600
Monthly Page Allowance 3
460,001 +
460,001 +
460,001 +
460,001 +
460,001 +
460,000+ Pages 1
$.0035
1 $.0035
$.0035
S .0035
$.0035
Page 5 of 13 65561 SL •96/97
XEROX
Effective December 1,1996 (Supersedes November 1, 1996)
1 Prices are not subject to escalation during the initial contract
2 Available only to Term Lease and XLA contracts with separately billed service. Since this contract is separately billed
from the Lease Agreement, this plan is subject to general price escalation. This plan is available for new Term Lease
activity only; conversions from other Xerox Systems Services Plans are not allowed.
3 Total Pages in excess of the monthly page allowance will be invoiced separately.
4 Renewals are not allowed.
Bill Codes
Term LeaserALA Service Page Allowance Plan - 22K1.5; Term Lease/XLA Page Allowance Plan Separately
Billed Maintenance - 2982 and MRC Z30
Term Lease / XLA Extended Service Coverage Options
MRC
Description
Monthly Charge
Z36
3x6 Service Option
$ 80
Z33
3x7 Service Option
270
Page 6 of 13 65561 SL -96/97
XEROX
ElfecVve December 1, logo (Supersedes November 1, 1996)
Software and Xerox Systems Services
L SUPPLEMENTAL TERMS AND CONDITIONS FOR SALE
A. DELIVERY
Delivery of all Equipment must be accepted within 180 days after the date the order for Equipment is
signed.
B. TECHNICAL SUPPORT SERVICES
Xerox systems support personnel are available to assist in the development, installation, implementation,
review and improvement of systems involving Xerox systems products, subject to the Systems Support
Fee Services prices, terms and conditions. For further information, consult your Xerox Systems Sales or
Support Representative.
C. TRAINING AND EDUCATION
Prior to Equipment installation, Xerox will provide training for one key operator as part of the Equipment
package. Additional training is available at Xerox' then current prices, terms and conditions, which are
contained in the Xerox Customer Education Price List.
Ii. SUPPLEMENTAL TERMS AND CONDITIONS FOR XEROX SYSTEMS SERVICES
A. WHAT IS COVERED BY A XEROX SYSTEMS SERVICES AGREEMENT
A Xerox Systems Services Agreement ('XSS Agreement`) includes Equipment Maintenance Services
which consists of the repair and/or replacement of parts and subassemblies to keep the Equipment in
good working order as described more spedfically in the General and Maintenance Services Terms and
Conditions attached to the Xerox Order Agreement ('XOAJ (i.e., on -site repair of Equipment), software
support for certain software, and other services as more specifically described below. The specific
equipment covered by an XSS Agreement is described on the XOA referencing this Price List
('Equipment'. The software which will be supported by Xerox under an XSS Agreement is as follows:
(1) the then current and immediately preceding release of Xerox proprietary software which Xerox has
licensed Customer to use and which is embedded in or downloaded into the Equipment and (2) the
specific version of third party proprietary software, identified by your Xerox Representative upon request,
which Xerox has delivered to Customer and which Is embedded in or downloaded into the Equipment.
Diagnostic Software, as that term is defined in the 'System Software License Terms and Conditions'
associated with the Equipment, is not covered by an XSS Agreement The software which is covered by
an XSS Agreement shall be referred to as `Software'.
B. AN XSS AGREEMENT PROVIDES THE FOLLOWING:
Maintenance Services.
a) Normal XSS coverage is available for the following shifts (except national holidays which are
covered on an 'as available' basis only):
shift (1x5) = Monday through Friday, 8 a.m. to 5 p.m.
shift (1x6) = Monday through Saturday, 8 a.m. to 5 p.m.
shift (1x7) = Monday through Sunday, 8 a. m. to 5 p.m.
shifts (24) = Monday through Friday, 8 a.m. to Midnight
shifts Mcs) = Monday through Saturday, 8 a.m. to Midnight
shifts (2x7) = Monday through Sunday, 8 a.m. to Midnight
shifts (34) = Monday through Friday,12-01 a.m. to Midnight
shifts (34) = Monday through Saturday, 12:01 a.m. to Midnight
shifts (3x7) = Monday through Sunday,12:01 a.m. to Midnight
Xerox will make all reasonable efforts to arrive at the Customer's site after a customer call within
the average targeted response times established by Xerox for the Equipment. Such targeted
response times may vary depending upon Equipment model and geographic location in which
the Equipment is installed. The average targeted response time shall be provided by Xerox to
Customer upon request.
b) Weekend Service Coverage for emergency maintenance is available which will extend the
purchased weekday shift coverage through Saturday and Sunday. The original contract date will
not be affected by the purchase of additional levels.
Page 7 of 13 65561 SL -96197
XEROX
Efrecilve December 1,1996 (Supersedes November 1, 1996)
c) Term of Service Coverage Options/Changes In Service Coverage Options: 1) The tern of
Service Coverage Options will be same as the original maintenance agreement on the base
system. 2) If Service Coverage Options are added at a later date, the Optional Coverage will
expire on the same date as the base system. 3) Changes in Service Coverage Options which
result in lesser coverage may only be done at time of renewal of the Agreement.
d) Downtime Credit - If through no fault of the Customer, the Equipment is inoperative due to
Equipment hardware malfunction for a period of 48 consecutive hours, Xerox shall, upon
Customer's written request, grant a billing credit of if720th of the XSS monthly minimum or base
charge for each hour of downtime in excess of 48 consecutive hours unfit Equipment is returned
to good working order.
e) Extraordinary Relief - If as a result of any circumstance beyond your control such as work
stoppages and Ads of God, you are unable to produce sufficient prints to meet the implied page
allowance for at least thirty (30) days, the charge attributable to the meter deficiency will be
waived. This waiver shall begin on the first day of the circumstances causing the reduced print
output and shall continue until it has ceased up to a maximum waiver period of two months. You
shag provide Xerox with written notice of any circumstances that has continued for thirty (30)
consecutive days and which may result in the operation of this clause.
Software Support
Support for Software shall consist of the following:
A A tog tree telephone hotline during PPM Hours for response to questions pertaining to problems
In using the Equipment or Software by the Equipment operator and/or site administrator who has
received Printing Systems Operator and/or Site Administration Training from Xerox. A Xerox
representative will respond to questions posed by such persons as soon as reasonably
practicable.
B. Xerox will provide or make available to the Customer from time to time as Xerox deems
appropriate new releases of Software to be designated as follows: a 'Maintenance Release',
which shall incorporate only coding error fires, or a 'Functional Release', which shag
Incorporate, at least in part, a new feature/capability, or an enhancement of or an addition to the
features and/or capabilities, of the Software. A Maintenance Release will be provided at no
charge to the Customer and must be implemented as soon as reasonably possible but no later
than six (6) months after it is made available to Customer by Xerox. A Functional Release, for
which Xerox reserves the right to charge Customer a separate reasonable License and/or
support fee, shall be made available to the Customer at its option.
C. With respect to Xerox proprietary Software, Xerox will use reasonable efforts to attempt to
resolve Ong errors or provide a workaround or patch provided that Customer reports problems
to Xerox in the manner specified by Xerox. With respect to third party proprietary Software,
Xerox will use reasonable efforts to work with Xerox' vendor to attempt to resolve all significant
coding errors or provide a workaround or patch provided Customer reports problems to Xerox In
the manner specified by Xerox.
D. Xerox does not guarantee that Software will be error -free nor that Xerox with respect to Xerox
proprietary Software, or Xerox' vendor with respect to third party software, will be able to fix any
coding error or provide a workaround or patch. Xerox shag not be responsible for attempting to
remedy Software coding errors when Customer has made modifications to such software not
authorized by Xerox.
E. If deemed necessary by Xerox and Customer, Xerox will provide on -site trouble -shooting for
Software performance problems during the period of 8: 00 AM. - 5: 00 P.M., Monday through
Friday. On an as required basis, Xerox will make every reasonable effort to arrive at Customer's
site as soon as practicable for such trouble -shooting.
Page 8 of 13 65561 SL -96197
XEROX
Eftcdve December 1,1996 (Supersedes November 1, 1996)
F. Xerox Licensed Software support is contingent upon you accepting the then current Licensed
Software maintenance release within six months from the date such release was made available
to you. If you fail to implement such Licensed Software maintenance release in a timely manner,
Xerox may immediately suspend providing such support for Licensed Software upon notice to
you (however, your obligation to pay, if any, for such support shall not be suspended) until you
implement the most current Licensed Software maintenance release. Also, if you fail to
implement the most current Licensed Software release (whether a functional or maintenance
release) and the equipment hardware is also being maintained by Xerox, Xerox will not
guarantee that it can keep the Designated Equipment in good working order (although 4 will use
reasonable efforts to do so) nor will Xerox be obligated to provide a replacement unit of
Equipment to you until you implement the most current Licensed Software release. In addition, if
the Licensed Software release being used by you is neither the most current release nor the
immediately preceding release (whether functional or maintenance release), Xerox shall have no
obligation to support such release operated by you.
G. Xerox shall not be deemed in breach of its Software support obligations if in order to implement,
In whole or in part, a new Software release provided or made available to Customer by Xerox
(whether a Maintenance or Functional Release), Customer must procure, at additional cost,
additional hardware and/or software from Xerox or any other entity.
C. EXTENDED HOURS OF COVERAGE
Extended Hours of Coverage for Equipment Maintenance Services and toll free hotline telephone
support may be added to an XSS Agreement Extended hours of coverage is not available for an
agreement by which Xerox agrees solely to provide Customer with software support for the Software
('Software Support Agreement") Election of Extended Hours of Coverage under an XSS Agreement
extends coverage for both Equipment Maintenance Services and toll free hotline telephone support (e.g.,
when Customer elects 2x5 coverage, Xerox provides second shift coverage, Monday through Friday, for
both Equipment Maintenance Services and toll free hotline telephone support). The available extended
hours of coverage are set forth in this price list.
D. PERIOD OF ASSURED AVAILABILITY FOR ON -SITE REPAIR OF EQUIPMENT
1. For newly installed Equipment purchased by the Customer from Xerox as newly manufactured or
remanufactured, on -site repair of Equipment shall be made available by Xerox pursuant to an XSS
Agreement as follows: for all the printing systems except 4030. 4197. 4213, 3700 and 4045 seven
(7) years from the date such Equipment was installed and for 4030, 4197, 4213, 3700 and 4045 five
(5) years from the date such items of Equipment were installed.
2. If this XSS Agreement pertains to Equipment previously installed under an Xerox Order Agreement
for Equipment Services and Customer subsequently exercises its option to purchase such
Equipment, on -site repair of Equipment pursuant to this XSS Agreement shall be made available by
Xerox as follows: for all applicable Printing Systems five (5) years from the date Xerox transferred to
Customer title to such Equipment or seven (7) years from the original Equipment Installation Date for
such Equipment, whichever is longer and for all other items of Equipment three (3) years from the
date Xerox transferred to Customer title to such Equipment or five (5) years from the original
Equipment Installation Date for such Equipment, whichever is longer.
3. Equipment upgrades shall not affect the period of assured availability for on -site repair of Equipment;
in such cases, this period shall be based on the original Equipment Installation Date of the base unit
4. Upon expiration of the period of assured availability for on -site repair of Equipment, Xerox will
Inspect the Equipment and charge Customer for such inspection at Xerox' published rates. Based
upon this inspection, Customer will receive a written estimate of charges for all work required by
Xerox to be completed prior to the extension of this XSS Agreement for the next twelve (12) month
period. After the period of assured availability for on -site repair of Equipment expires, Xerox reserves
the right to discontinue or offer a renewal of the XSS Agreement on a year to year basis.
S. Upon expiration of the period of assured availability for on -site repair of Equipment, Xerox wil not
guarantee that it can keep Equipment in good working order (although it will use reasonable efforts to
do so) nor will Xerox provide a replacement unit of Equipment to the Customer in the event that
Xerox cannot keep Equipment in good working order.
E. PERIOD OF ASSURED AVAILABILITY FOR SOFTWARE SUPPORT
1. Xerox guarantees the availability of all Items of Software support which are listed in the
subparagraph above entitled `Software Support' for the time periods set forth below or the date the
period of assured availability for on -site repair of Equipment expires, whichever comes first:
Page 9 of 13 65561 SL -96/97
XEROX
Effective December f, 1996 (Supersedes November f, 1996)
a) for that release of Software embedded in or downloaded into the Equipment at the time it is
acquired by Customer from Xerox, one (1) year commencing on the date that Xerox first shipped
this release to a customer if such release was either
(i) the first release made available by Xerox for the Equipment or
(ii) constituted a Functional Release
or six (6) months commencing on the date Xerox first shipped this release to a customer if
such release constituted a Maintenance Release;
b) for subsequent Maintenance Releases, six (6) months commencing on the date that Xerox first
ships this release to a customer;
c) for subsequent Functional Releases, one (1) year commencing on the date that Xerox first ships
this release to a customer,
2. After the expiration of the period during which Xerox guarantees the availability of all items of
Software support fisted in the subparagraph above entitled 'Software Support,' Software support will
consist solely of telephone hotline support and the provision or availability of new releases of
Software as described in such subparagraph. Such support may be terminated by either party after
the date the period of assured availability for on -site repair of Equipment expires.
F. TRADEICONVERSION
Customer may terminate this XSS or Software Support Agreement without penalty upon the installation
of equipment acquired from Xerox that replaces the Equipment, performs functions similar in quantity
and quality to those performed by the Equipment, and is installed at the same location provided that such
replacement equipment is covered by an XSS, Term Lease, or Equipment Services Agreement.
O. SEPARATE SOFTWARE SUPPORT CONTRACT AVAILABLE
The support provided to the Customer for the Software pursuant to a Software Support Agreement shag
be identical to the level of Software support provided under an XSS Agreement as listed in the
subparagraph above entitled `Software Support.' Following expiration of the period of assured
availability for Software Support, as set forth above, Xerox reserves the right to discontinue or to offer a
renewal of a Software Support Agreement on a year to year basis.
H. EARLY TERMINATION CHARGES
1. If Early Termination Charges are payable under an XSS or Software Support Agreement, Customer
shall pay all Equipment unpaid meter charges (where applicable) plus, subject to a maximum of four
(4) months charges, an Monthly Base Charges (or 'Monthly Charges' in the case of a Software
Support Agreement) remaining in the then current term of such Agreement.
2. If written notice of termination has not been sent in a timely manner to Xerox, Customer shall pay all
XSS or Software Support Agreement Monthly Base Charges (or 'Monthly Charges' in the case of a
Software Support Agreement) for a period of thirty (30) days from the effective date of the notice of
termination in addition to Early Termination Charges.
1. TERM AND BILLING FREQUENCY
All XSS Agreement base or monthly minimum charges are invoiced monthly in advance. Meter use
charges are invoiced monthly In arrears. Monthly charges for a Software Support Agreement are
Invoiced monthly in advance.
J. XEROX REMEDY IF SOFTWARE NOT LICENSED
If Customer does not hold a valid license from Xerox for the Software, Xerox reserves the right to refuse
to accept an XSS or Software Support Agreement or, if such Agreement is in effect, to terminate such
Agreement In its entirety without penalty.
K NON -CONTRACT ADDITIONAL AVAILABLE SERVICES • SINGLE EVENT SERVICES
Single Event Services may be purchased from Xerox by the Customer, as required, but will not be part of
an XSS or Software Support Agreement. Single Event Services include, but are not limited to, the
following five (5) categories:
1. Network Services
2. Systems Consulting Services
3. Customer Education Services
4. Documentation Services
S. Multi -Vendor Systems Services
Page 10 of 13 65561SL-9&97
XEROX
EffecWe December 1,1996 (Supersedes November 1,1996)
Each category of Single Event Services has a price list with specific offerings from which to choose. For
further details Customer should contact their Xerox Representative.
Ill. XEROX PARTNERSHIP PLAN (XPP)
The customer shall agree to the following to be eligible for and maintain eligibility for XPP pricing. The
following are in addition to all terms and conditions listed above under Section li entitled 'Supplemental
Terms and Conditions For Xerox Systems Services.'
A. Term Of Contract
The Xerox Partnership Plan maintenance contract commences on the date Xerox accepts the Xerox
Order Agreement applicable to this Agreement. This Agreement shall expire as: to individual unit(s) of
Equipment the earlier of (a) the last day of the thirty six (36) for the 4235 and 4700 or sixtieth (60) full
calendar month for all other products, alter the date this Agreement commences or, (b) if the Equipment
is leased from Xerox, the date the lease applicable to the unit(s) of Equipment expires without the
Customer exercising its purchase option. After the Period of Xerox Systems Services Assured
Availability expires, Xerox at its sole discretion may cancel the XPP agreement then in effect.
B. Price Escalation
The price applicable to the initial twelve (12) month period is contained on the applicable Price List in
effect when the Xerox Order Agreement is signed. Commencing on the first anniversary of this
Agreement and each successive anniversary date, Xerox may increase prices by no more than seven
(7%) percent above the price in effect for the previous twelve (12) months.
C. Miscellaneous
(1) Xerox and the Customer shag establish a mutually agreed upon time between the hours of a.m.
and 6 p.m. during normal business days during which time Xerox shall be permitted to do
preventative maintenance for the Equipment.
(2) At the option of Customer, an XPP Agreement may also apply to Xerox Term Lease Agreements and
Xerox Lease Agreements which commenced on the date Customer executes the Xerox Order
Agreement pertaining to Xerox Partnership Plan and which do not include as part of such lease
Maintenance Services.
(3) If Customer terminates an XPP Agreement prior to its expiration date as to some or all unit(s) of
Equipment subject to this Agreement, Customer shall pay the early termination charges as set forth
above. However, if Customer terminates an XPP Agreement prior to its expiration date but signs an
annual XSS contract, no early termination charges will apply to the units of Equipment as to which
such annual XSS Agreement(s) are applicable. If a customer terminates an XPP Agreement in
conjunction with trading in said Equipment toward purchase of newty installed Xerox equipment,
early termination charges will apply only per terms and conditions of the then current Xerox Trade-in
Agreement.
N. SYSTEM SOFTWARE LICENSE TERMS AND CONDITIONS
A. APPLICABII.lTY
The following terms and conditions apply if you are licensing Software from Xerox ('Licensed Softwarel,
together with the media on which It is stored ('Licensed Mediaw) and accompanying documentation
('Licensed Documentation"), for use in certain designated Equipment ('Designated Equipment) within
the United States and its territories and possessions (Territory. These therms and conditions do not
apply to Diagnostic Software, or to software, media and documentation which are made subject to a
separate Software License Agreement.
B. LICENSE
1. Subject to payment of the applicable license fee, Xerox grants you a non-exclusive, non -transferable
license to use the Licensed Software and Licensed Media only on the Designated Equipment and
only within the Territory, and to make one back-up copy of the Licensed Software and Licensed
Documentation. Any other use of the Licensed Software shall require a separate license and
payment of any additional applicable license fees.
2. Title to the Licensed Software, all copies thereof, and all patent, copyright, trade secret and other
proprietary rights therein shall at all times reside exclusively with Xerox andlor its licensors. You
have no rights to the Licensed Software other than the rights granted herein. Specifically, and not by
way of limitation, you shall not distribute, modify, decompile, attempt to decompile, reverse engineer
or attempt to reverse engineer the ficensed Software, create derivative works of the Licensed
Software or modify any print fonts included in the Licensed Software.
Page 11 of 13 65561 SL -96/97
XEROX
EKective December 1,1996 (Supersedes November 1, 19%)
3. If the Licensed Software Includes software developed by a third party, the third party shall not be
liable to the Customer for any breach by Xerox of its obligations under this Agreement. The third
party shah, however, be considered a third party beneficiary of your obligations under this
Agreement.
4. In addition to its termination rights in the General Terms and Conditions, Xerox may also terminate
this Agreement as it relates to this license (a) immediately if you are an end user of the Designated
Equipment and permanently cease to use or no longer possess the Designated Equipment, or if you
are a lessor of the Designated Equipment and your first lessee following the commencement of this
license permanently ceases to use or no longer possesses the Designated Equipment; or (b) upon
the date of ternnation of a rental or lease agreement or your breach of any agreement under which
you have purchased, rented or leased Designated Equipment from Xerox.
5. Upon any termination of this license, you shall promptly discontinue use of the Licensed Software,
Licensed Media and Licensed Documentation, and either deliver to Xerox andlor destroy, at the
option of Xerox, all Licensed Software (except for firmware), Licensed Media, and Licensed
Documentation, together with all copies. In addition, Xerox may terminate any agreement under
Mich Xerox is providing support for the Licensed Software. You shall allow Xerox to access the
Designated Equipment.
6. Customer may not subicense, assign or transfer license without the prior written consent of Xerox.
However, if Customer transfers possession of the Designated Equipment to another person who
desires licenses to use the Licensed Software and Licensed Media, Xerox V41 offer that person
licenses, subject to Xerox' then applicable terms and conditions and software license fees, if any,
and provided the Designated Equipment transfer was not in violation of Xerox' rights.
low"re •TLRU 1 rA
As used in this Section, the term 'Material Coding Error' shall mean an error which results in either the
Licensed Software being in material non -conformity to its published specifications, or the Designated
Equipment being in material non -conformity to its published specifications.
1. Xerox warrants that the Licensed Software shall be free from Material Coding Errors for a period of
ninety 90 days from the date the Licensed Software is delivered to you, unless Xerox is responsible
for installing the Licensed Software after the Designated Equipment has been delivered to you, in
which case the ninety 90 day period shall run from the date of such installation. Neither Xerox nor
any applicable licensors warrant that the Licensed Software will be free from error, or that its
operation will be uninterrupted.
2. If you notify Xerox during the 90-day warranty period of a Material Coding Error and Xerox does not,
within a reasonable time after notification, send you revised code that eliminates or circumvents the
Material Coding Error (such as a workaround or patch), your sole remedy shall be to rescind this
Agreement as it relates to this license and any agreement with Xerox by which the Designated
Equipment was purchased, rented or leased. If you exercise your remedy of rescission:
a) You shall promptly return to Xerox the Licensed Software, Licensed Media and Licensed
Documentation and the Designated Equipment in as good a condition as when originally
installed, except for normal wear and tear;
b) You will have no further obligation under these terms and conditions or any Designated
Equipment purchase, rental or lease agreement with Xerox, except for any charges accruing
prior to the date You rescinded this agreement;
c) Xerox will refund to you any applicable Licensed Software license fees, and, If you purchased the
Designated Equipment from Xerox, the Designated Equipment purchase price less a sum equal
to the reasonable rental value of such equipment during the period it was available for use; and
d) any workarounds, patches or other revised code provided by Xerox to you, shall be treated as
Licensed Software in accordance with this Agreement.
3. Xerox warrants that the Licensed Media wfil be free from defects in material and workmanship for a
period of ninety 90 days from the date the Licensed Software is delivered to you (unless Xerox is
responsible for installing the Licensed Software after the Designated Equipment has been delivered
to Customer in which case the 90 day period shall run from the date of such installation).
4. The express warranties set forth above shall be void if you fail to property use the Licensed Software
or Licensed Software Media in the appropriate environment, as specified in the Licensed
Documentation.
Page 12 of 13 65561 SL -96197
mk
XEROX
Effective December 1,1996 (Supersedes November 1, 1996)
V. DIAGNOSTIC SOFTWARE
The Equipment identified in this Price Ust contains copyrighted diagnostic software to enable Xerox or its
representatives to maintain the Equipment (`Diagnostic Software). The title to Diagnostic Software shall at
all times reside solely with Xerox and/or its licensors. The Diagnostic Software and method of entry or access
to it constitute valuable trade secrets of Xerox and/or its licensors, and you may not use, reproduce,
distribute or disclose them for any purpose, unless licensed to do so by Xerox. Xerox reserves the right at
anytime, even after the expiration of a Maintenance Services Agreement, to prevent or restrict access to
Diagnostic Software and you agree to cooperate in this regard, including giving Xerox access to the
Equipment.
Page 13 of 13 65561SL -96i97