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Indiana Business Equip. A,c pr'L r/c :h'6 . Me. nzo-Ss-c*',F (THISAGREEMENTCONSISTSOFTItlSFACE~D,M)DITION~PAGES)/~, ~1, ~ XEROX 10/3/01 11:46:37 Worksheet: 827062 Customer Legal Name (Billre) CARAMEL POLICE DEPT Name Overflow (if needed) Street Address 3 CIVIC SQUARE Boxg/Routing City, State CARMEL, IN Zip Code 46032- Tax lllg4 Customer Name (Install) CARMEL POLICE DEPT Name Overflow (if needed) Installed at Street Address 3 CIVIC SQUARE Floor/Room/Routing City, State CARMEL, IN Zip Code 46032- County Installed In Hamilton Customer Requested Instag Date 10/03/2001 [] XBS Contractg: Lease Payment Information Product (with serial number, if in place equipment) DCCSS0 COLORSERIES 50 I)DC12HN IIEPCKIT DHY6 $ 536.45 Price Information Monthly Base Charge Print Charge Meter 1: Prints I - + Prints Prints Print Charge Meter 2: Prints I - + Prints Mo. Min.# of Prints (based on Meter I Print Charges) APF:ROVED, 'i~ ib Cheek all that apply [] Tax Exempt (Sales Tax Exemption Certificate Attached) [] Assoc./Coop. Name: [~egotiated Contract #: · [] Attached Customer P.O. #s: Supplies: Lease: [] State or Local Government Customer Int, Rate: % Total lnt. Payable: $ [] ReplacementJModi~cation of Prior Xerox Agreement Agreement covering Xerox Equipment Serial# (or 95#): is hereby [] modified [] replaced. Effective Date: Comments: Lease Information Loase Term: 60 months [] Supplies included in Base/Print Charges [] Re~n. of Prior Agrmt :[] Xerox t95#): Amt Re~n: $ lnt Rate: % Purchase Down Prey Fin'l Option Payment Install lnterm $FMV $ [_] : MINIMUM MONTHLY LEASE PAYMENT (excl. ofapplic~ Taxes) [] Purchased Supplies [] Cash [] Fin'd Reorder # Qty Description Price $ $ $ $ Total Price - $ [] Trade-In Allowance Final Principal Payment# 240 Manufacturer Model/Serial # Allowance TEKTRONIX PHASER 1II $ 1,000.00 XEROX 9HM206933 $ 2.900.00 $ Total Allowance $ 3,900.00 [] Adjustment Period Period A - Mos. Affected: 536.45 Monthly Base Charge Print Charge Meter 1: 0.1473 Prints I - Prints Prints Print Charge Meter 2: 0.015 Prints I - Prints Mo. Min.# of Prints (based on Meter I Print Charges) [] Application Software Software Title Total Allowance Applied to: []Trade-In Equip. Balance: $ lilprice ofReplacnmt. Equip.: $ 3,900.00 Agreement Presented By: Name Dallas Meyer Phone i317)2~1-9735 Xerox Corporation - Acceptance By: Name Date Unit: I [] 3rd Par~y Eq Total Int Payable: $ Total Initial License Fees Signature Min. Lease Pavment Freo. (excluding excess meter charges) [] Monthly [] Other [] Quarterly [] Semi-Annual []Annual Min. Lease Payment Mode []Advance [] Arrears Period B - Mos. Affected: Monthly Base Charge Print Charge Meter 1: Prints I - Prints Prints Print Charge Meter 2: Prints I - Prints Mo. Min.# of Prints (based on Meter [ Print Charges) [] K-16 Billing Susoension (check 1 as required) Months affected [] June only [] July only [] August only [] June - July [] July - August Customer: Name Tim Green Initial License Fee Annual Renewal Fee [] Caqh [] Finance [] gunnor{ Only $ $ $ $ $ $ $ Additional Options (check all that apply) [] Run Length Plan [] Fixed Price Plan [] Per-Foot Pricing [] Extended Service Hours: Description: / $ 0 too. [] Attached Addenda Phone: (317Y .... Signature DocuBroker Form# 51860 (08/2001 ) 10/3/2001 Page 1 of 5 GENERAL TERMS: The following terms apply to all lease transactions: 1. PRODUCTS. The term "PrcKtucts'~ shall refer collectively to all equipment (the "Equipment"), software, and supplies ordered under this Agreement. You represent that the Products are being purchased for your own use (rather than resale) and that they will not be used primarily for personal, household or family purposes. 2. NON-CANCELABLE LEASE, THIS AGREEMENT IS A LEASE AND IT CANNOT BE CANCELED OR TERMINATED EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOUR OBLIGATION TO MAKE PAYMENTS AND TO PAY ANY OTHER AMOUNTS DUE HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE SUBJECT TO ANY DELAY, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM OR RECOUPMENT FOR ANY REASON WHATSOEVER. ANY CLAIM WHICH YOU MAY HAVE AGAINST XEROX MAY BE ASSERTED IN A SEPARATE ACTION AND SOLELY AGAINST XEROX, PROVIDED YOU CONTINUE TO FULFILL ALL YOUR OBLIGATIONS UNDER THIS LEASE 3. PAYMENT, TAXES & CREDIT HISTORY. A. Payment is due within twenty (20) days of the invoice date or on the due date listed on the invoice, whichever is earlier. [n addition to any charges set out on the front page of this Agreement, you will be responsible for any non-typical delivery or removal expenses incurred. B. You shall be responsible for any and all applicable Taxes, which will be included in Xemx's invoice unless you provide proof of your tax exempt status. "Taxes" shall mean any tax, assessment or charge imposed or collected by any gnvemmental entity or any political subdivision thereoL however designated or levied~ imposed on this Agreement or the amounts payable to Xerox by you for the billing of Products, Print Charges, services and niaintenance of any kind; Taxes include, but are not limited to, sales and use, rental excise, gross receipts and occupational or privilege taxes, plus any interest and/or penalty thereore but excluding any personal property taxes and taxes on Xemx's net income. Ira taxing authority determines that Xerox did not eogect all applicable Taxes, you shall remain liable to Xerox for sucg additional Taxes. C. As past of this transactiota Xerox may investigate your credit history. Even if Products have been delivered, Xerox may, within 60 days following its acceptance of this AgreemenL revoke the Agreement if your credit approval is denied. 4. BASIC SERVICES. Xerox will provide the following Basic Services under this Agreement (unless you are acquiring Equipment for which Xerox does nol offer Basic Services; such equipment to be designated as "No Svc."): A. REPAIRS AND PARTS. Xerox will make adjustments and repairs necessary to keep Equipment in good working order (including such adjustments or repairs required during initial installation). Pans required for repair may be new, reproeesse& or recovered. All replaced parts/materials will become Xerox's property. B. HOURS AND EXCLUSIONS. Unless otherwise stated~ Basic Services will be provided during Xerox's standard working hours (excluding Xerox- recognized holidays) in areas within the United States, its territories, and possessions open for repair service for the Equipment at issue, Basic Services shall cover repairs and adjustments required as a result of normal wear and tear or defects in materials or workmanship (and shall exclude repairs or adjustments Xerox determines to relate to or be affected by the use of oprions, accessories, or other connected products not serviced by Xerox as well as any non-Xerox alterarions, relocation, service, supplies, or consumables). C. INSTALLATION SITE AND METER READINGS. The equipment installation site must conform to Xerox's published requirements throughout the term of this Agreement. If applicable, you must provide meter readings in a manner prescribed by Xerox. If you fail to provide timely readings, Xerox may estimate them and bill you accordingly. D, REMEDY, If Xerox is unable to maintain the Equipment as described above, Xerox will, as your exclusive remedy for Xerox's providing Basic Services, replace the Equipment with an identical product or, at Xerox's oprion, another product of equal or greater capabilities, This replacement product shall be subject to these same terms and conditions. E. CARTRIDGE PRODUCTS, If Xerox is providing Basic Services for a product utilizing cartridges designated by Xerox as customer replaceable CCartridges'~), and unless you have entered into a Standard Maintenance Agreement as described below, you agree to use only unmodi~ed Castridges purchased directly from Xerox or its authorized resellers in the United States. F. OPERATOR MAINTENANCE PROCEDURES FOR DOCUCOLOR 70, DOCUCOLOR 100AND DOCUCOLOR 130. lfXemx is providing Basic Services for your DocuColor 70, DocuColor 100 or DocuColor 130, you agree to perform all operator maintenance procedures set forth in the applicable Printer Operator Guides (including the purchase of all referenced parts, tools. and supplies). G. PC/WORKSTATIONREQUIREMENTS. InordertoreceiveBasic Services and/or SoRware Support for equipment requiring connection to a PC or workstation, you must utilize a PC or workstation that either (1) has been provided by Xerox or (2) meets Xerox's published specifications. 5. WARRANTY DISCLAIMER, XEROX DISCLAIMS THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, 6. INTELLECTUAL PROPERTY INDEMNITY. Xerox will defend and indemnify you if any Product is alleged to infringe someone else's U.S. intellectual property rights provided you promptly notify Xerox of the alleged infringement and permit Xerox to direct the defense. Xerox is not responsible for any non-Xerox litigation expenses or settlements unless it pieapproves them in writing, To avoid infringement. Xerox may modify or substitute an equivalent Product, refund the price paid for the Product (less the reasonable rental value for the period it was available to you), or obtain any necessary licenses, Xerox is not liable for any infringement-related liabilities outside the scope of this paragraph including but not limited to infringement based upon a Product being modified to your specifications or being used or sold with products not provided by Xerox. 7. LIMITATION OF LIABILITY.. Xerox shall not be liable to you for any direct damages in excess orS10,000 or the amounts paid hereunder, whichever is greater. and neither party shall be liable to the other for any special, indirect. incidental. consequential or punitive damages arising out of or relating to this Agreement, whether the claim alleges tortious conduct (including negligence) or any other legal theory. ASSIGNMENT. You may not assign any of your rights or obligations under this Agreement without Xerox's prior written consent. Xerox may assign this Agreement~ in whole or in part~ without prior notice to you. Each successive assignee of Xerox shall have all of the rights but none of the obligations of Xerox hereunder. You shall continue to look to Xerox for performance of Xerox's obligations. including the provision of Basic Services, and waive and release any assignees of Xerox from any such claim. You shall make all payments due hereunder to any assignees specified by Xerox, in accordance with the instructions of said assignees. You shall not assert any defense, counterclaim. or seloff that you may have or claim against Xerox against any assignees of Xerox. 9. MINIMUM LEASE PAYMENTS. The Minimum Lease Payment, along with any additional Print Charges. covers your cost for the use of the Equipment and its maintenance. The Minimum Lease Payment (which may be billed on more than one invoice) shall consist of the total of(l) any Base Charge and (2) any Monthly Minimum Number of Prints multiplied by the applicable Meter I Print Charge{s). For ~ll-color equipment, color copies are counted on Meter 1. 10, MAINTENANCE COMPONENT PRICE INCREASES. Xerox may annually increase that amount of your Minimum Lease Payment and Print Charges you are charged for the maintenance of the Equipment (the "Maintenance Component"), each such increase not to exceed 10%, (For state and local government customers, this adjustment shall take place at the commencement of each of your annual contract cycles.) 11. TITLE, RISK, AND RELOCATION. The title to the Equipment shall remain with Xerox unless and until you exemise your option to purchase the Equipment. The Risk of Loss due to your fault or negligence. as well as theR or disappearance. shall pass to you upon shipment from a Xerox controlled facility. The risk of loss due to all other causes shall remain with Xerox unless and until you exercise your option to purchase the equipment. Unless and until title passes to you, all Equipment relocations must be arranged (or approved in advance) by Xerox. All pans/materials replaced as pan of an upgrade will become Xerox's property. 12. RENEWAL. Unless either party provides notice at least 30 days before the end oftbe lease term of its intention not to renew the lease, it will be renewed automatically on a month-to-month basis at the same price and on the same terms and conditions. Billing will occur at the same frequency as the original lease. During this renewal period, either side may terminate this Agreement upon at least 30 days notice, DocuBroker Form# 51860T&C (05/2001 ) 10/3/2001 Page 2 Of 5 13. BREACH & REMEDIES. If you fail to make any payment within ten (10) days of the date payment is due or breach any other obligation under this Agreement, Xerox. in addition to its other remedies (including the cessation of Basic Services), may require immediate payment of(a) all amounts then due; (b) the remaining Minimum Lease Payments in the Agreement's term [less any uneamed finance. maintenance, and supply charges]; (c) a reasonable disengagement fee calculated by Xerox [the amount of such fee to be available from Xerox at any time upon request]; (d) late charges equal to 10% of the amount due or $25.00, whichever is higher (not to exceed the maximum amount permitted by law): (el interest on all amounts due ll-om the due date until paid at the rate of one and one-halfpereent (1.5%) per month (not to exceed the maximum amount pertained by law); and (f) the applicable Purchase Option. Once these sums are paid, title shall pass to you. 14. CARTRIDGES. To enhance print quality, the cartridge(s) in many models of Equipment have been designed to cease functioning at a predetermined point. In addition, many Equipment models are designed to timerion only with cartridges that am newly manufactured original Xerox cartridges or with cartridges intended for use in the U .S. Equipment configuration which permits use of non-newly manufactured original Xerox cartridges may be available from Xerox at an additional charge. Certain cartridges are also sold as Environmental Partnership Cartridges; you agree that these cartridges remain the property of Xerox and you shall retum them to Xerox for remanufacluring once they cease functioning 15, EQUIPMENT STATUS. In support of Xerox's environmental leadership goals, and unless you are acquiring Previously Installed Equipment, Equipment will be either (a) "Newly Manufactured", which may contain some recycled components that are recOnditioned; (b) "Factory Produced New Model". which is manufactured and newly serialized at a Xerox factory, adds funcrions and features to a product previously disassembled to a Xerox predetermined standard, and contains both new components and recycled components that are recondirioned; or (c) "Remanufactured", which has been factory produced fullowing disassembly to a Xerox predetermined standard and contains both new components and recycled components that are reconditioned. 16. PURCHASE OPTIONS. You may purchase the Equipment at the end of the lease term for the Purchase Opt/on indicated in this Agreement (i.e.. either a set dollar amount or the Fair Market Value of the Equipment at the lease term's conclusion ["FMV"]). plus any applicable Taxes. You may purchase the Equipment at any time during the lease by paying (a) all amounts then due; (b) the remaining Minimum Lease Payments in the Agreement's term [less any uneamed finance, maintenance. and supply charges]; (c) a reasonable disengagement fee calculated by Xerox [the amount of such fee to be available from Xerox at any time upon request]; (d) the applicable Purchase Option; and (el any applicable Taxes, When these amounts have been fully paid~ title to the Equipment will transfer to you. 17. PROTECTION OF XEROX'S RIGHTS. Unless and until you purchase the leased Equipment. you hereby authorize Xerox or its agents to execute on your behalf all documents necessary to protect Xerox's rights as the Equipment Lessor (including the perfection of Xerox's purchase money security interest that shall attach to all Equipment for which the Purchase Option is a set dollar amount). 18. MISCELLANEOUS. This Agreement constitutes the entire agreement as to its subject matter, supersedes a[I prior and contemporaneous oral and written agreements. and shall be construed under the laws of the State of New York Iwithout regard to conflict-of-law principles), Xerox may retain a reproduction (e.g., electronic image, photocopy, lhcsimile) of this Agreement which shall be considered an equivalent to the original; in addition. Xerox may accept this Agreement either by its signature or commencing performance (e.g., Equipment delivery), All changes to this Agreement must be made in a writing signed by both parties; accordingly, any terms on your ordering documents shall be of no force or effect. In any action to enforce this Agreement, the parties agree to waive their fight to a jury trial and to pay the prevailing party's costs and expenses, including reasonable attorneys' fees. SOFTWARE TERMS: The following additional terms apply only to transactions covering Application Software and/or Xerox-brand Printing System. DocuTech, Color. High-Volume and Digital Copier-Duplicator. or Document Centre Products: 19. SOFTWARE LICENSE. The following terms apply to copyrighted software and the accompanying documentation, including but not limited to operating system sofiware, provided with or within the Equipment ("Base Software") as well as software specifically set out as "Application Software" on the face of this Agreement, This license does not apply to any Diagnostic Software nor to any software and accompanying documentation made subject to a separate license agreement. DocuBroker Form# 51860T&C (05/2001) A. Xerox grants you a non-exclusive. non-transferable license to use the Base Software within the United States, its territories, and possessions (the "United States") only on or with the Equipment with which (or within which) it was delivered, For Application Software. Xerox grants you a non- exclusive. non-transferable license to use this software within the United States on any single unit ofeqdipment for as long as you are current in the payment of any indicated sofiware license fees (including any Annual Renewal Fees). You have no other rights to the Base or Application Software and, in particular, may not ( I ) distfibute, copy, modify. create derivatives of, decompile, or reverse engineer this software; (2) activate any software delivered with or within the Equipment in an unactivated state; or (3) allow others to engage in same. Title to the Base and Application Software and all copyrights and other intellectual property rights in it shall at all times reside solely with Xerox and/or its hcensors (who shall be considered third-party beneficiaries of this Agreement's software and limitation of liability provisions). B, Xerox may terminate your license fur any Base Software ( 1 ) immediately if you no longer use or possess the Equipment or are a lessor of the Equipment and your tiPst lessee no longer uses or possesses it or (2l upon the termination of any agreement under which you have rented or leased the Equipment. C. If you transfer possession of the Equipment, Xerox will offer the transferee a license to use the Base Software within the United States on or with it, subject to Xerox~s then-applicable terms and license fees, if any, and provided the transfer is not in violation of Xemx's rights. Xerox warrants that the Base and Application Sofiware will perform in material conforn~ity with its published specifications for a 90-day period from the date it is delivered or. for software installed by Xerox. the date of software installation. Neither Xerox nor its licensors warrant that the Base or Application Sofiware will be free from errors or that its operation will be uninterrapted. 20, SOFTWARE SUPPORT. During the period that Xerox provides Basic Services for the Equipment~ Xerox will also provide software support for the Base Software under the following terms. For Application Software. Xerox will provide this same level of support provided you are current in the payment of all Initial License and Annual Renewal Fees (or. for programs not requiring Annual Renewal Fees, the payment of the Initial License Fee and the annual "Support Only" Fees): A. Xerox will assure that Base and Application Software performs in material conformity with its published specifications and will maintain a rog-flee hotline during standard business hours to answer related questions. B. Xerox may make available new releases of the Base or Application Software that primarily incorporate coding error fixes and are designated as "Maintenance Releases". Maintenance Releases are provided at no charge and must be implemented within six (6) months after being made available to you. Each new Maintenance Release shall be considered Base or Application Software governed by these Software Terms.. New releases of the Base or Application Software that are not Maintenance Releases. if any. may be subject to additional license fees at Xerox's then-current pricing and shall be considered Base or Application Software governed by these Software Terms (unless otherwise noted). You agree to return or destroy all prior releases. C. Xerox will use reasonable efforts, either directly and/or with its vendors. to resolve coding errors or provide workarounds or patches. provided you report problems in the manner specified by Xerox. D, Xerox shall not be obligated (a) to support any Base or Application software that is two or more generations older than Xerox's most current release or (b) to remedy coding errors if you have modified the Base or Application So~ware. E. Xerox may annually adjust the Annual Renewal and Support-Only Fees, each such increase not to exceed 10%. (For state and local-government customers. this adjustment shall take place at the commencement of each of your annual contract cycles.) 21. DIAGNOSTIC SOFTWARE. Software used to maintain the Equipment and/or diagnose its failures or substandard performance (collectively "Diagnostic Software") is embedded in, resides on, or may be loaded onto the Equipment. The Diagnostic Software and method of entry or access to it constitute valuable trade secrets of Xerox. Title to the Diagnostic Software shall at all times remain solely with Xerox and/or Xerox's licensors. You agree that (1) your acquisition of the Equipment does not grant you a license or right to use the Diagnostic Software in any manner and (2) that unless separately licensed by Xerox to do so, you will not use. reproduce, distribute. or disclose the Diagnostic 0/3/2001 Page 3 of 5 Software for any purpose (or allow third parties to do so). You agree at all times (including subsequent to the expiration of this Agreement) to allow Xerox to access, monitor, and otherwise take steps to prevent unauthorized use or reproduction of the Diagnostic Software. GOVERNMENTAL TERMS: The following additional terms apply only to state and local government customers: 22. GOVERNMENT CUSTOMER TEKMS A. FUNDING. You state that it is your intent to make all payments required under this Agreement, In the event that ( 1 ) through no action initiated by you your legislative body does not appropriate funds for the continuation of this Agreement for any fiscal year after the first fiscal year and has no fi~nds to do so from other sources and (2) you have made a reasonable but unsuccessful effort to find a viable assignee within your general organization who can continue this Agreement, this Agreement may be terminated. To effect this termination, you shall, 30 days prior to the beginning of the fiscal year for which your legislative body does not appropriate funds, send Xerox written notice stating that your legislative body failed to appropriate funds and that you have made the required effort to find an assignee. Your notice must be accompanied by payment of all sums then owed Xerox under this Agreement and must certify that the canceled Equipment is not being replaced by equipment performing similar functions during the ensuing fiscal year, In addition. you agree at your expense to return the Equipment in good condition to a location designated by Xerox and that. when returned, the Equipment will be free of a0 liens and encumbrances. You will then be released from your obligations to make any ~rther payments to Xerox (with Xerox retaining all sums paid to date). B. TAX TREATMENT. This Agreement has been accepted on the basis of Xerox claiming any interest paid by you as exempt from federal income tax under Section 103(c) of the Internal Revenue Code of 1986. Should Xerox lose the benefit of this exemption as a result of your failure to comply with or be covered by Section 103(c) or its regulations~ then, subject to the availability of funds and upon demand by Xerox, you shall pay Xerox an amount equal to its loss in this regard. At the time ofexecurion of this Agreement, you shall provide Xerox with a properly prepared and executed copy of US Treasury Form 8038 or 8038-GC. C. PAYMENT. Your payment is due within 30 days of our invoice date. ADDITIONAL TERMS: The following additional terms apply only to the extent that you have agreed to one or more of the options described below: 23. SUPPLIES INCLUDED IN BASE/PRINT CHARGES. If this option has been selected, Xerox will provide you with black toner, black developer, copy cartridges, and fuser CConsumable Supplies") throughout the term of this Agreement. For full-color Equipment. Consumable Supplies shall also include color toner and developer. You agree that the Consumable Supplies are Xerox's property until used by you. that you will use them only with the Equipment, that you will retum all Cartridges to Xerox for remanufacturing once they have been run to their cease-function point, and that you will return any unused Consumable Supplies to Xerox at the end of this Agreement. Should your use of Consumable Supplies exceed the typical use pattern (as determined by Xerox) for these items by more than 10%, you agree that Xerox shall have the riglit to charge you for any such excess usage. 24. REPLACEMENT/MODIFICATION OF PRIOR XEROX AGREEMENT. If this option has been selected, this Agreement will replace or modify a prior agreement between you and Xerox covering the specified equipment. If it is a replacement agreement, the prior agreement shall be null and void. lfit is amodification. theprior agreement shall remain in effent except that any new terms presented in this modification agreement (e.g.. price, duration, configuration) shall take precedence over the prior terms for the balance of the Agreement. In addition. modifications requiring a reamnttization of your payments may include a one-time administrative/processing charge which will appear on your first bill under this revised arrangement. 25. XEROX AS FINANCIAL INTERMEDIARY. If this option has been selected. you are leasing specifically identified products that were selected by you and that are not sold by Xerox in the normal course of its business. With regard to these products. you agree that Xerox is leasing them to you "As Is" and without warranty or liability (either direct or indirect) of any kind. As such, and with regard to these products, YOU HEREBY WAIVE THE IMPLIED WARRANTY OF MERCHANTABILITY. Xerox assigns to yore to the extent assignable, any warranty fights it has to these products (which fights shall revert to Xerox if you breach this agreement). You agree (a) that these products are not DoeuBroker Form# 51860T&C (05/2001 ) covered by Xerox's obligation to provide Basic Services; Co) to maintain a service agreement for these products with a service provider acceptable to Xerox throughout this Agreement's term; (c) to pay all personal property taxes related to these products; and (d) to assign to Xerox any rights you have to these products until title passes from Xerox to you (which, subject to any sofiware licenses surrounding the acquisition of these products, shall occur when you obtain title to all Xerox Equipment covered by this Agreement). 26. FINANCED SOFTW,M{E TOTAL. If this option has been selected, the initial license fees for any Application Software set forth in this Agreement shall be paid for through your Minimum Lease Payments. If you breach this license or any of your obligations regarding the Equipment, the full amount of the initial license fees shall be immediately due and payable. 27. FINANCED SUPPLIES TOTAL. If this option has been selected, the cost of any supplies you have purchased under this Agreement shall be paid for through your Minimum Lease Payments. If you breach any of your obligations regarding the Equipment, the full amount of the supply costs shall become immediately due and payable. 28, REFINANCE OF PRIOR AGREEMENT. If this option has been selected, the balance of your prior indicated agreement with Xerox or a third- par~ shall be paid for through your Minimum Lease Payments. If your prior agreement is with a third-pariy, you hereby acknowledge that you have the right to terminate the agreement and agree to provide a statement from the third-par~ identifying the equipment at issue and the amount to be paid off(as well as a statement from you identifying the payee and mailing address for your payoff check). If your prior agreement was with Xerox~ the use of this retinanee option shall render your prior agreement null and void, If you breach this Agreement, the full amount of your prior agreement balance shall be immediately due and payable, 29. ADJUSTMENT PERIOD. If this option has been selected, your Minimum Lease Payment and/or Print Charges shall be adjusted in accordance with the information contained in the Adjustment Period portion of this Agreement; as a result, your initial payment(st shall be different from those payable during the balance of this Agreement. 30. K-I 6 BILLING SUSPENSION, If this option has been selected, the Maintenance Component of your Minimum Lease Payment and Print Charges will be suspended each year during the months indicated. During these months, you agree not to use the Equipment and that Xerox shall not be responsible for providing Basic Services on it. 31. TRADE-IN EQUIPMENT. If this option has been selected. you are providing equipment to Xerox as part of this Agreement ("Trade-In Equipment") and the following shall apply: A, TITLE TRANSFER. You warrant that you have the right to transfer title to the Trade-In Equipment and that it has been installed and performing its intended function for the previous year at the address where the replacement equipment is to be installed. Title and risk of loss to the Trade-ln Equipment shall pass to Xerox when Xerox removes it from your premises. B. CONDITION, You warrant that the Trade-In Equipment is in good working order, has not been modified from its original configuration (other than by Xerox), and has a UL label attached, You agree to maintain the Trade-In Equipment at its present site and in substantially its present condition until removed by Xerox, C. ACCRUED CHARGES. You agree to pay all accrued charges lbr the Trade-In Equipment up to and including payment of the Final Principal Payment Number and to pay all maintenance, administrative. supply and finance charges for this equipment through the date title passes to Xerox, 32. RUN LENGTH PLAN. If this option has been selected, the first ten prints of each original (per run) are recorded and billed on both meters with all subsequent prints recorded and billed on Meter A only, (Note that ifa 5090 family product covered by this plan has its document handler left open, all affbcted copies will be recorded and billed on both meters.) 33. FIXED PRICE PLAN. If this option has been selected. Xerox will forego its fight to increase the Maintenance Component throughout the initial term of this Agreement, 34. PER-FOOT PRICING. If this option has been selected~ all Print Charges will be billed on a per-foot basis, with each linear foot equal to one print. 35. EXTENDED SERVICE HOURS, If this option has been selected, Xerox will provide Basic Services during the hours indicated. with the first number establishing the number of eight-hour shifts covered and the second establishing the days of the week (e.g.~ 2 x 6 would provide service from 8:00 A.M. to 11:59 P.M., Monday through Saturdayl. The cost of this enhanced 10/3/2001 Page4 of 5 service coverage will be billed separately and, as such, is not included in your Minimum Lease Payment or Print Charges. 36. ATTACHED ADDENDA. if this option has been selected, you acknowledge that one or more specified addenda (as indicated) have been provided to you. These addenda, which provide additional terms relevant to the transactions covered hereunder~ are hereby fully integrated into this Agreement. 37. NEGOTIATED CONTRACT. If this option has been selected, this Agreement is subject to the terms contained in the identified Negotiated Contract. If the terms contained in this Agreement conflict with those contained in the Negotiated Contract, the terms of the Negotiate~l Contract shall prevail. DocuBmker Form# 51860T&C (05/2001 ) 10/3/2001 Page 5 of 5 IN V~I INESS WHEREOF, the patties hemto have ~rade and executed this Rider as follo,vs: CITY OF CARMEL, FNDTANA By and through its Board of public works and Safety BY: Mary Ann Burl~e, Member Dat~: ("VENDOW') Prin ¢ a t 'rifle FID/SSN: Date: ATTEST: ttt-i 60/i0d 8~Z-I 0120LZPZIES+ ttl-a°Jt m~00:it 10'tZ'^aN