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HomeMy WebLinkAboutResolution_15-97/98_03/05/1998 RESOLUTION NO. 15 -97/98 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, RESCINDING RESOLUTION NO. 5 -97/98 AND APPROVING AN INSTALLMENT PURCHASE AGREEMENT FOR ONE (1) XEROX 5820 PHOTOSTATIC COPIER WITH XEROX CORPORATION (AMERICAN DOCUMENT SOLUTIONS OF WEST PALM BEACH, FLORIDA, XEROX AUTHORIZED SALES AGENT) , IN THE AMOUNT OF $1,788.00 PER YEAR, AND AUTHORIZING THE VILLAGE MANAGER TO EXECUTE THE SAME ON BEHALF OF THE VILLAGE. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, AS FOLLOWS: Section 1. The Installation Purchase Agreement for One (1) Xerox 5322 Photostatic Copier with Xerox Corporation (American Document Solutions of Stuart, Florida, Authorized Sales Agent), in the Amount of $1,837.20 per Year, Attached Hereto as Exhibit " A " and Incorporated by Reference as Part of this Resolution, is Hereby Rescinded. Section 2. The Installation Purchase Agreement for One (1) Xerox 5820 Photostatic Copier with Xerox Corporation (American Document Solutions, of West Palm Beach, Florida, Xerox Authorized Agent), attached hereto as Exhibit " B " and • incorporated by reference as part of this Resolution, is hereby approved and the Village Manager of the Village of Tequesta is authorized to execute the same on behalf of the Village of Tequesta. i THE FOREGOING RESOLUTION WAS OFFERED by Councilmember li Mackail who moved its adoption. The motion was seconded I by Councilmember Hansen , and upon being put to a vote, the vote was as follows: FOR ADOPTION AGAINST ADOPTION Alexander W. Cameron Joseph N. Capretta 'i Carl C. Hansen Ron T. Mackail Elizabeth A. Schauer The Mayor thereupon declared the Resolution duly passed and adopted this 5th day of March, A.D., 1998. • 'y / /�,, MA�f OF TE EST Elizabeth A. Schauer I I ATTEST: • ..,caann Mangani to Village Clerk wp6O \res \XEROX -2 2 I • SA LE / MAINTENANCE AGREEMENT THE DocuNmNT Comp. w XEROX Customer's Legal Name (Bin rol j g _ p E - Check all that apply E. xt Il l ll I ' ° f l ' Name Overflow (if needed) - - - - - _ - - - - _ - Sr Tax Exempt (Certificate Attached) Street Address � �_ !/L, g �� SZE3cses ❑ Assocloop. Name: Box#/Routing �� - QQ �?� - - .er Negotiated Contract #: Q • City, State T_ - - - - - ❑ Attached Customer P.O. #s: Supplies: TG tL 4S � - - - - - - - - iq 4 Sale: Main.: Zip Code 3 - Start or Local Government Customer Tax ID# ,S 9 41� 0 y cf pg ❑ Replacement/ModiScstion of Prior Xerox Agreement Customer Name (Install) Agreement covering Xerox Equipment Serial# (or 95 #): - - - - - - - - - - - - - - - - - - - - 'Jame Overflow (if needed) is ere hby ❑ modified ❑ replaced. Effective Date: - - / - - / - - - -_ ------------ - - - - -- Comments: Installed at Street Address Inmilment Saia information Total Ins Floor/Room/Routing - - - - - - - - - - - - - - - - - - - - Install Sale Tc= & mo. Ins Rats: 7, Payable: S City, ❑ prep tY. _ _ _ _ _ _ _ _ _ -- Invoice: months Zip Code - - - - - - - - ❑ Refin. of Prior Agsmt: ❑ Xerox (9S#): Q 3rd Party Eq. C oun t y Installed In - - - - - - - - - Amt Refirr S Int Rate: % Total Int Payable:$ - - - - - - - n - - - - - - - Maintenance lnformadwto Customer Requested Install Daft �� �/ Maintenance Term 36 months, ❑ Supplies included is BasdPrint Charges Cash Sale/Installment Sale - Payment Information Product Qt Prev Fm'I Cost Wan # List Price Down Total Discount Net Price with serial number. if in place install Interm Install mo oral Trade in otal ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ 1 ❑ 1 a $ ,S i-- : MONTHLY INSTALLMENT SALE PAYMENT (excl of applic. taxes) Maintenance Agreement Price Information ❑ Adjustment Period (Maintenance Agreement Only) Period A - Mos. Affected Period B - Mos. Affacad: Monthly Base Charge S) e 4110- Monthly Base Chwge $ Monthly Base Charge - S tint Charge Meter l: Print Charge Maw 1: Print Charge Meta l: Prints I - S Pants I - $ Prints 1 - S Prints S Prim - S Prints Is Prints - Is Prins - $ Prices S Print Charge Meter 2: Prim Charge Meta 2 - Charge Meta 2: Prints I - - S Prima 1 - $ Prints l - Is Prints is Prima - $ Prins Is Mo. Min.# of Prints Mo. Min.# of Priors Mo. Min.# of Prints (bared on Meter 1 Print Charges) (based on Meter 1 Prim Charges) (based on Meter 1 Print Charges) ❑ Purchased So lies ❑ Cash ❑ Financed ❑ Co>macto ❑ Appllcation Software Reorder * Qty Description Pike Software rifle Initial License Fee Amoral Renewal Fee $ ❑ Cash ❑ Finance ❑ Support Onl S S S S S S S S Is Total Price = $ Total Imtial I.icease Fees = $ ❑ Trade -In Allowance Final PrWczpw Paymisit ❑ 8 - 16 Billing Additional Options (check all that apply) Manufacamer ModellSerW # Allowance suye nsioa ❑ .�uu Ljagth Plan ❑ Fixed Price Ran ;t:'� �:• $ (check 1 as required) ❑ Per-Foot Pricing ❑ Annual Charge Plan $ Months affected ❑ Extended Service Hotta: S ❑ Jane only Description / $ mo. Total Allowance = $ ❑ July tidy ❑ Comp- Reoncemeat Program: $ 13 August only ❑ Std Maus. Agent: S / Yea Total Allowance Applied to: C3 Trade -In Equipment Balance S 13 June -July 13 Attached Addenda ❑ Prins of Replaoemem Equip S ❑ July - Auger ford (_, form# rreement y: met: ore �eGaia /G 144 .uk Name VILI Abtc of TL`cZtAt 514 Phone sbl )f 7.9 - 6a 10 Xerox Corporation - Acceptance By- title y t 1. L A 6- V M R N A ft t?2 Date Name Signature Signanue / a-7 Form s,ess jiffln YS j/r%1 ��—� z. LEASE AGREEMENT THE DOCUMENT COWS XEROX Customer's Legal Name (Bill to) L�,� — — _ Check all that apply • Name Overflow (if needed) — — — — — — — — — — — — — — — — — Tax Exempt (Certificate Attached) Street Address _� �1_ .z�2 �1 • �r:Lc� ❑ Assoc /Coop. Name: _ Negotiated Contract #: o / e) Box#/Routing _ © —� @ �C � 1� — — — — — — — ❑ Attached Customer P.O. #s Supplies: City, State — 't ` r f� — — — — — — — — — — — Lease: Zip Code — a _a1��f — — — — ❑ State or Local Government Customer Tax ID# Int. Rate: % Total Int. Payable: $ Customer Name (Install) _ _ _ _ _ _ — ❑ Replacement/Modification of Prior Xerox Agreement Name Overflow (ifneeded) — — — — — — — — — — — — — — - - — — — — Agreement covering Xerox Equipment Serial# - (or 9�5 #): Installed at Street Address is hereby ❑ modified. ❑ replaced Effective Date_ Floor/Room/Routing Comments: --------------- - - - -- Lease Information City, state — — — — — — — — Lease Term: y f mopths Zip Code - - — — — — — — — — ❑ Supplies included in BaseJPrint Charges County Installed In — — — — — — — — — — — — — — — — — — — — Q Refm. of Prior Agm't: ❑ Xerox (95 #) ❑ 3rd Party Eq. Customer Requested Install Date Amt Refm: $ Int Rate: % Total Int. Payable: $ Lease Payment Information Product Purchase - Down Prey Finn Cust (with serial number, if in place equipment) Option Payment Install Interrn install ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ 0, ❑ ❑ ❑ ❑ $ I4UNIMUM-MONTHLY LEASK PAY11 W {exd: ofapplic. taxes} - Price Information 1] Adjustment Period • ' Period A - Mos. Affected: - Period B - Mos. Affected ry . Monthly Base Charge $ Monthly Base- Charge $ Monthly Base Charge $ Print Charge Meter 1: Print Charge Meter 1: Print - Charge Meter 1: I Prints I - $ Prints 1 - Prints 1 - $ Prints - $ Pests - Prints Prints $ Prints - $ Prints - Print Charge Meter Z: Print Charge Meter 3: Print Chargc Mder 7- Prints I - r Prints i - $ Prints L - $ Prints Prints - $ Prints - $ Mo. Min.# of Prints Mo. Min.# of Prints Mo. Min.# of Prints (based on Meter 1 Print Charges): (based-on. Meter I Print_ Charges)_ (based om Me er I PrintCharges): ❑Purchased Su lies - Ocash OFinanced Ocontract# ❑ Application Software Reorder # Qty D--*i n. Price Software Title Initial License Fee Annual Renewal Fee $ ❑ Cash ❑ Finance ❑ Support Only $ $ $ Total Price = $ Total Initial License Foes = $ ❑ Trade -In Allowance Final Princ Payment# ❑ K -16 Billing Additional Options (check all that-apply Manufacturer Model/Serial # Allowance Suspension ❑ Rim Length Plan ❑ Fixed Price Plan $ (dreck I as required) ❑ Per -foot Pricing $ Months affected ❑ Extended Service Hours: $ ❑ June only Description: /$ mo. Total Allowance = $ Cr July only ❑ Comp. Replacement Program: $ ❑ August only ❑ Attached Addenda Total Allowance Applied to: ❑ TradednEquipment Balance: $ ❑ June- Jul ❑ Price of Replacement Equip.: ❑ Jul $ g form# y - august �reement Presented y: \ c ustomer- V t 11 G, -P_ / v.c�i�S. f3 Ph on Jy�f �y� Name Phone 561 575 - 6a0 0 Xerox Corporation - Acceptance By: 'T Name c Z c Title yi Q Nlav` Date Signature Signature �' / i G.-7 / maintenance, ands charges]; 15 /o of item above as an earl purchase with Xerox and/or Xerox' licensors. You a that 1 our uPP�Y es c g) () ° N) Y P � () Y acquisition of the charge; and (d) the applicable Purchase Option. When these amounts have been Equipment does not grant you a license or right to use the Diagnostic Software in My paid to the Equipm will transfer to you_ any manner and (2) that unless separately licensed by Xerox to do so, you will not 19. PROTECTION OF XEROX RIGHTS: Unless and until - you - purchase -the use, reproduce, distribute, or disclosethe- Diag -stic- Software for —Y purpose (or Afteased Equipme to rt, you hereby authorize Xerox or its agents to ex= on your allow 06M partiesxo do so). You .agee at all times (inchrdingsubseTmit to the all documents necessary to protect Xerox' rights as the Equipment Lessor expiration ofthis Agreement) to allow. Xerox to access, monitor, andotherwise take including the perfection of Xerox' purchase money security interest. that shall steps to prevent unauthorized use or reproduction of the Diagnostic Software attach to all Equipment for which the Purchase Option is a set dollar amount). GOVERNMENTAL TERMS The follownng additional terms apply onlyto SOFTWARE TERMS The following additional terms apply only to transactions state and local government customers: covering Application Software and/or Xerox -brand Printing System, DocuTech, 23. GOVERNMENTCUSTOMER TERMS Color, High - Volume and Digital Copier - Duplicator, or Document Centre Products: A. FUNDING. You state that it is your intent to make all payments required 20. SOFTWARE LICENSE. The following tams apply to copyrighted software under this Agreement. In the evert that (1) through no alien initiated by you and the accompanying documentation, including but not limited to operating your legislative body does not appropriate fiords for the continuation of this system software, provided with or within the Equipment (' Base Software ") - as well Agreement for any fiscal year alter the first year and has no fiords to do as software specifically set out as "Application Software" on the face of this so from other sources and (2) you have made a reasonable but unsuccessful Agreement. This license does not apply to any Diagnostic Software nor to any effort to find a- viable assignee within your general organization who can software and accompanying documentation made subject to a separate license continue this Agreement, this Agreement may be terminated. To effect this agreement terminatieri yeti- shall, 30 days -prior- to the beginning of the fiscal year for A Xerox grants you a non- exclusive, non - transferable liceiim to use the Base. which your legislative body does not. approprde fiords, send -Xacac s47ittan Software only on or with the Equipment with which (or within which) it was. notice stating that your legislative body - failed to appropriate funds and that delivered and to make one back -up copy. For Application Software, Xerox you have- made the required effort to find an assignee.- Your noticemua be grants you a non - exclusive, non4ransferable license to use this software on any - accompanied by payment of all sums dven owed Xerox under this Agrement single unit of equipment you-desire- along with the right to make one back -up and. must certify that the - canceled- Equipment is not being replaced by copy for as long as you are current in the payment of any indicated -software -equiptrumt-performinig similar fiindions daring 4he ensuing frscaI year_, In license fees (including the Annual Renewal Fees, if any). You have no other addition, you agree at your expense toretum the Equipment irr good nonddien rights to the Base or Application Software and, in particular, may not (1) to -a -1 oration designated by Xerox a that when returned theEquipment will distribute, modify, create derivatives of, decompile, or reverse, engineer the. be free of all liens and encumbrances: You will then be released from your Base or Application Software or (2) allow others to -engage err same. Title to obligations -to make any further paymeiasto Yerox {with Xerox ret-armetg all the Base and Application Software, any back -up copy -of it, and all copyrights sums paid to date). and other inte]lectual property rights in it, shall at all times reside solely with $ TAX TREATMENT, This Agree out has been acepted on the basis of Xerox and/or its licensors. Xerox claiming.arry interest paid - by you as. exert from federal income tax B. Xerox may terminate your license for any Base Software (I)immediately if uruler.Sectim 103(c) ofJhe Intemai Revenue 'Code of 1986.: Should Xerox you no longer.use or possess the Equipment or are a lesser of the E quipment ent lose the of this exemption as a result of your fwlure to fly with or and your first lessee no longer or possesses A or (2) upon the date of be- eevaedby Section 103(c) or its, regWations, then, subject to the availability termination of any agreement under which you have rented or leased the of fiords and upon demand by Xerox, you shall pay_ Xerox an amount equal to Equipment its loss in this regard_ C. If you transfer possession of Equipment, Xerox will effer the _trassferee a O. SSJG J -IlndEN"-I . - Notwrtl+dAnding any previsions in this Agreement to the ficrise to use - the Base Software on or with it, subject to Xerox' Bien- contrary, Xerox may not sell, assigt or this Agreemwt, and, any applicable terms and license fees, if arty, and provided the tranaer a got in augmpteds: te, assignment or transfer shallbesoid and without effect. violation of Xerox' rights_ D. PAYMENT. Your payment is due within 30 days of our invoice date. D. Xerox warrants that the Base and Application Software will perform. in. ADD ][ONAL TERMS The followingadef tionAterms apply only to theexteot material conformity with its published specificatieas for a 90-day periodfronn that you have-agreedto me or moreeftheoptions described below: 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 24. SUPPLIES INCLUDED IN 'BASE1PRR14T If -option has Application Software will be free from errors or that its operation will be -been sew, Xerox -illprovide you with $lade Toner, -Black Developer, Copy Cartnidg , and Fuser ( °`Consumable SupPW') throughout the temr of this the period that Xerox vices Basic Agreement Fm full-color Equipment, - Consumable Supplies shall_ also include 21. SOFTWARE SUPPORT. During P� Pro Color Toner and Developer. You agree the Consumable Supplies are Xer oak Services fer the Equipmerd; Xerox -will also provide software support-for the Base pr until used by you, that you will use. them only with the Equipment, that Software under the followingUraw For Application Software, Xerox will provide you will retnman cartridgcstoxeroxfor remamrfaduong oncethey havebeent run this same level of support provided you are cured in the payment -of.all Initial to -titeir ex firnttion point, and that you will return any unused - Consumable License and Annual Renewal Fees (or, for programs not requiring Annual Renewal Supplies- to Xerox at the.end of this. Agreement.. Should your use of Consumable Fees, the payment of the Initial License Fee and the annual "Support Only" Fees): Supplies exceed the typical use pattern (as determined by Xerox) for these items by A. Xerox will assure that Base and Application Software performs in material more than 10°/% you agree that Xerox shall have-the right to charge you for any conformity with its published specifications and will maintain a toll-free such excess usage. hotline during standard business hours for responding to questions regaining 25. REPLACEMENT/MODIFICATION OF PRIOR XEROX AGREEMENT. If Base and Application Software. this option has been selected, this Agreement will replace or modify a prior B. _Xerox may make available new releases of the Base or Application Software agemmt between you and Xerox covering . the specified equipment. If it is a that exclusively incorporates coding error fixes ( "Maintenance Releases") - repiaeerrtent agreement the prior agreement shall be null and voiA. If it is a Maintenance Releases are provided at no charge and must be implemented modification,-theprior agreement shall remain in effect except that-any new terms within six (6) months after being. made available to you. Each new presorted in this modification agreement (c g., price duration, conf guratioa l- shall Maintenance Release accepted by you shall be considered Base or Application take precedennceover the prior tears for the balance of the Agreement. All parts or Software governed by the Software License terms. assemblies removed as part of an upgrade shall become the property ofXerox. C. Xerox will use reasonable efforts, either directly and/or with its vendors, to resolve coding errors or provide workarounds o• patches, provided you report 26. XEROX AS FINANCIAL INTERMEDIARY. If this option has been problems in the manna specified by Xerox. selected, you are leasing specifically "identified products that were selected by you D. Xerox shall not be obligated to remedy coding errors if you have made and that are not sold by Xerox in the normal course of its business- (i.e., goods for modifications to the Base or Application Software. which Xerox is acting as a Financial Intermediary).- With regard to theseproduds, E. Xerox may annually adjust the Annual Renewal and Support -Only Fees, each . you agree that Xerox is leasing them to you "As W' and without, warranty or such increase not to exceed 10 %. (For state and local-government customers, liability (either direct or indirect) of any kind - As such, and with regard-to these this adjustment shall take place at the commencement of each of your annual products, YOU HEREBY WAIVE THE IMPLIED WARRANTY OF 0 contract cycles.) MERCHANTABILITY. Xerox assigns to you, to the extent assignable,, any : warranty rights it has to these products (which rights shall revert to Xerox if you 22 DIAGNOSTIC SOFTWARE. Software used to maintain the Equipment and/or diagnose its failures or substandard performance (collectively "Diagnostic breach this agreement). You agree (a) -that thes -mot ets are not agre Software') is embedded in, resides on, or may be loaded onto the Equipment The Xerox' oblig cu t to provide Basic Services; maintain a service agreement Diagnostic Software and method of entry or access to it constitute valuable trade for these P�� with a service pro vider - o perry to acc to Xerox throughout this Ageernaht: storm;- (c) to pay all personal property taxes related to these products; cerretc 4Xemr T7fletnlhe. t779tm()Cat(`9[1B11RAlY. c}tall at all times reartain co1Ply r and (d) to assign to Xerox any rights you have to these products until title passes agreement to return a unit of non -Xerox equipment you are currently leasing (the from Xerox to you (which, subject to any software licenses surrounding the "Competitive Equipment') to its Lessor. In doing so, you acknowledge that the acquisition of these products, shall occur when you obtain title to all Xerox Equipment you are acquiring under this Agreement is replacing the Competitive Equipment covered by this Agreement). Equipment and that your agreement with its Lessor allows you to return the 27. FINANCED SOFTWARE TOTAL. Ifthis option has been seleded, the initial Competitive Equipment at this time. license fees for any Application Software set forth in this Agreement shall be paid 38. ATTACHED ADDENDA Ifthis option has been selected, you acknowledge for through your Minimum Monthly Lease Payments. If you breach this license or that one or more specified addenda (as indicated) have been provided to you. any of your obligations regarding the Equipment, the full amount of the initial These addenda, which provide additional terms relevant to the transaotioAS covered license fees shall be immediately due and payable. hereunder, are hereby fully integrated into this Agreement 28. FINANCED SUPPLIES TOTAL. If this option has been selected, the cost of 39. NEGOTIATED CONTRACT. If this option has been selected, this any supplies you have purchased under this Agreement shall be paid for through Agreement is subject to the terns contained in the identified Negotiated Contract. your Minimurrn Monthly Lease Payments. If you breach any of your obligations If the terms - contained in this Agreement conflict- with those contained in the regarding the Equipment, the full amount of the supply costs shall become Negotiated Contract, the terns ofthe Negotiated Contract shall prevail. immediately due and payable 29.- REFINANCE OF PRIOR AGREEMENT. Ifthis option has been selected, the balance of your prior agreement with Xerox or a third -party (as identified in the Lease Information section of this Agreement) shall be paid for through your Minimum Monthly Lease Payments. If your prior agreement is with a third - party, you_ hereby acknowledge that you have the right to tenumate the agreement and agree to provide a statement from the third -party identifying the equipment at issue and the amount to be paid off (as well as a statement from you identifying the payee and mailing address for your payoff check). If your prior agreement was with Xerox, the use of this refinance option shall render your prior agmemet null and void. If you breach this Agreement, the full amount of your prior agreement balance shall be immediately due and payable. 30. ADJUSTMENT PERIOD. If this option has been selected, your Minimum Monthly Lease Payment and/or Print Charges shall be adjusted in.a000rdance.with the information contained in the Adjustment Period portion ofthis Agreement; as a result, your initial monthly payments shall be different from those payable during the balance ofthis Agreement 31. K -16 BILLING SUSPENSION. If this option has been selected, the Maintenance Component of your Minimum Monthly Lease Payment and Print Charges will be suspended each year during the months indicated. During these months, you agree (a) not to use the Equipment; (b) that Xerox shall not be responsible for maintaining it; and (c) that if you request. Xerox to provide maintenance service during this period you will be responsible for paying any suspended portion of your monthly bills. • 32. TRADE-IN EQUIPMENT. If this option has been selected, you are providing equipment to Xerox. as part of this Agreement ("Trade-In- Equipmenf) and the following shall apply: A. TITLE TRANSFER You warrant that you have the right ter transfer title to the Trade -In Equipment and that it has been installed and performing its mtended-function -for the prewous year at the address where the replacement equipment is to be installed Title and risk of loss to the Trade -In Equipment shall pass to Xerox when Xerox removes it from your premises. B. CONDITION. You warrant that the Trade -In Equipment is in good working order, has not been modified from its original configuration (other than by Xerox), and has a UL label attached. You agree to maintain the Trade -In Equipment at its present site and in substantially its present condition until removed by Xerox C. ACCRUED CHARGES. You agree to pay all accrued charges for the Trade- In Equipment up to and including payment of the Feral Principal Payment Number and to pay all maintenance, administrative, supply and finance charges forthis equipment through the date title passes to Xerox: 33. RUN LENGTH PLAN - If this option has been selected,. the first ten prints of each original (per run) are recorded and billed on both metes with all subsequent prints recorded and billed on Meter 1 only. (Note that if a 5090 covered by this plan has its document handler left open, all affected copies will be recorded and billed on both meters.) 34. FIXED PRICE PLAN. If this option has been selected, Xerox will forego its right to increase the Maintenance Component throughout the initial term of this Agreement 35. 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 36. 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 wood, establishing the days ofthe week (e.g., 2 x 6 would provide service from 8:00 A.M. to 11:59 P.M , Monday through Saturday). The cost of this enhanced service coverage will be billed separately and, as such, is not included in your Minimum Monthly Lease Payment or Print Charges. 37. COMPETITIVE REPLACEMENT PROGRAM. If this option has been selected, Xerox will provide you with the discount indicated in exchange for your