HomeMy WebLinkAboutContracts & Agreements_99-1999_CCv0001.pdf XEROX BUSINESS SERVICES
DOCUMENT SERVICES AGREEMENT
This Document Services Agreement("Agreement")sets forth the terms and conditions upon which City of Redlands ("Client")and
Xerox Corporation("Xerox'),acting through Xerox Business Services, ("XBS''), a business unit of Xerox,have agreed for XBS to
provide services("Services")for Client
I. TERM
Xerox shall provide Services to Client during the 60 month term of this Agreement which is October 20, 1999 through October
19, 2001. If Client and Xerox agree to begin Services early and/or should the Services outlined in this Agreement not be fully
operational. Xerox will bill Client on a pro rata basis, based on a 30-day billing month and the terms and conditions of this
Agreement will apply.
2. PRICING
Pricing for the Services provided under this Agreement is set forth in Exhibit 1. The parties may agree to revise Services at
agreed upon pricing in an amendment signed by the parties.
3. SATISFACTION GUARANTEE
In performing Services under this Agreement,Xerox provides the following Satisfaction Guarantee;
a. Performance Standards
Xerox will provide Services in accordance with the Performance Standards ("Standards") as agreed to and set forth in
Exhibit II to this Agreement. If Client believes that Xerox is not performing in compliance with such Standards or is
otherwise in material breach of this Agreement, Client will notif}° Xerox in writing of the specific non-performance or
material breach,and authorized representatives of both parties will meet to discuss these issues. Xerox will then correct anv
such non-performance or material breach issues identified within 30 days of notification from Client,and, if Xerox fails to
do so, and such failure is not caused in whole or in part due to Client's willful or negligent act or omission, Client may
terminate this Agreement without incurring any defined early termination or monthly equipment component charges.
b. Personnel
(i) Xerox will provide sufficient personnel to perform the Services established pursuant to this Agreement as set forth in
the Standards_
(ii) The personnel will perform in a professional manner and will comply with all of Client's applicable security and
safety regulations. Client will timely provide copies, and any applicable updates, of such regulations to Xerox for
communication to personnel providing Services.
(iii) If Client is dissatisfied with the performance of any personnel providing Services, Client will notify Xerox of the
specific deficiencies in writing,and Xerox will address these non-performance issues within 5 days. If Client remains
dissatisfied with the performance after Xerox has taken remedial action,Xerox will remove the personnel and provide
a replacement. If, in Client's reasonable judgment, Client believes that the actions of the personnel warrants
immediate action, Client will notify Xerox in writing and provide the grounds for the re-quest and Xerox will meet
with Client to discuss.
c. EquipmentiSof ware
(i) Xerox will provide and/or operate the Xerox-Owned Xerox-Brand Equipment/Software listed in Exhibit 111, and
Xerox will keep such Equipment in good working order, per Xerox Operating Specifications,to deliver Services as
set forth in the Standards in this Agreement If,,during the term of this Agreement,Xerox is unable to maintain such
Xerox-Owned Equipment in good working order, Xerox will replace such Xerox-Owned Equipment with either an
identical product or another product with comparable features and capabilities.
(ii') Unless otherwise stated in the Agreement, Equipment and Soft-,ware provided under this Agreement are the property
of Xerox.or its Software licensor(s). During the term of this Agreement,Xerox will have the risk of loss or damage
to such Equipment and Software,unless caused by Client's negligence or willful acts.
1. BILLING AND PAYMENT
a. Invoices are payable upon receipt. Client is liable for and shall pay to Xerox all'faxes imposed on the billing of Services
by Xerox to Client at the same time and in the same manner that Client pays Xerox for the provision of Services. All
Services outlined in this .'agreement are subject to California State and Local Sales'faxes. The current Sales Tax rate is
7,75
5, CONFIDENTIAL INFORMATION
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a. Client Confidential Information. While Xerox is performing Services for Client under this Agreement, except as may
otherwise be required by law,Xerox will not disclose Client's confidential business information which may become known
to Xerox while performing Services("Client Confidential Information"). Xerox will instruct personnel providing Services
that they shall not remove any Client documents or Client's other materials and that they shall not disclose any Client
Confidential Information to any persons other than Client's personnel, unless Client authorizes Xerox in writing. Xerox'
obligations hereunder do not apply to any Client Confidential Information which(I)is in the public domain prior to,at the
time of,or subsequent to the date of disclosure to Xerox through no fault of Xerox,(ii)was rightfully in Xerox'possession
free of any obligation of confidentiality, (iii) was communicated by Client to a third party free of any obligation of
confidence, or (iv) was developed by Xerox employees or agents independently of and without reference to any Client
Confidential Information.
b. Xerox Confidential Information. While Xerox is performing Services for Client under this Agreement,Xerox will disclose
to Client certain confidential business information("Xerox Confidential Information"). The parties agree that the terms and
conditions of this Agreement,any exhibits and amendments hereto and the Xerox procedures or operations manuals shall be
considered Xerox Confidential Information. In addition, any documents marked confidential, "Doculock" restricted,
proprietary= or a similar designation shall be considered Xerox Confidential Information. Client will not disclose such
information to any third party,except as may otherwise be required by law,unless such Xerox Confidential Information (i)
is in the public domain prior to, at the time of,or subsequent to the date of disclosure to Client through no fault of Client,
(ii) was rightfully in Client's possession free of any obligation of confidentiality, (iii) was communicated by Xerox to a
third party free of any obligation of confidence, or (iv)was developed by Client's employees or agents independently of
and without reference to any of Xerox Confidential Information.
c. The obligations of confidence set forth above shall terminate one year after expiration or termination of this Agreement.
& PURCHASE ORDERS
Client agrees that any purchase order or similar document, ("PO"),will be for ordering purposes only. Accordingly,any terms
and conditions on such PO shall be of no force or effect. Client agrees to add the following clause to the face of any PO:
"This Purchase Order is issued per the terms and conditions of Agreement#3111366."
7. COMPLIANCE WITH LAWS AND CLIENT-FURNISHED ITEMS
a. Compliance With Laws. Xerox represents and wan-ants that it shall fully comply with all applicable laws and regulations in
the performance of the Services, including but not limited to OSHA. Client represents and warrants that all facilities at
which the Services are to be performed fully comply with all applicable laws and regulations, including but not limited to
OSHA. For California locations, Client shall be responsible for legally disposing of all hazardous wastes generated from
the use of non-Xerox brand equipment or supplies.
b. Client-Furnished Items. In no event shall Xerox be responsible for any failure to perform the Services caused by
equipment,software,services,design implementation,or data streams unless such items are selected and supplied by Xerox.
8. INDEMNIFICATION
a. Each party agrees,if promptly notified by the other and given the right to control the defense and approve any settlements
thereof to indemnify and hold harmless the other from and against all claims or liabilities of third parties including
reasonable attorneys! fees and expenses (i) resulting from any breach by the indemnifying party, its employees, or
representatives of the indemnifying party's obligations under Article 7a of this Agreement or (ii) for personal injury
(including death) or property damage to the extent proximately caused by the negligent acts or omissions of the
indemnifying party,its employees,or representatives in connection with this Agreement.
b. Client represents to Xerox that Client has taken adequate measures to avoid copyright infringement and will not request
Services that would constitute copyright infringement or otherwise violate any intellectual property rights. Client agrees to
indemnify, defend and hold Xerox, and Xerox! directors, employees and representatives (hereinafter "Indemnitees")
harmless from and against any and all claims, losses, liabilities, judgments, awards and costs (including reasonable
attorneys'fees)based on copyright or other intellectual property rights claims arising out of or related to the performance of
Services(including,but not limited to. Services and to the extent necessary for performance of the Services, Xerox' use of
Client owned or licensed software),whether or not the reproduction of the material submitted to any of the Indemnitees for
reproduction is claimed or determined to be negligent or otherwise gives rise to liability on the part of any such Indemnitee.
Xerox will give Client reasonable notice and opportunity to defend any such claim and will cooperate in the defense of any
such action.
9. LIMITATION OF LIABILITY
EXCEPT AS TO ANY OBLIGATIONS SET FORTH IN ARTICLES 7 AND 8,EACH PARTY HEREBY DISCLAIMS
AND WAIVES CONSEQUENTIAL,PUNITIVE,SPECIAL,INDIRECT OR INCIDENTAL DAMAGES]IN ANY WAY
ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIN-11TED TO LOSS OF USE,
REVENUE OR PROFIT, ARISING IN CONTRACT OR IN TORT (INCLUDING WITHOUT LIMITATION ANY
TYPE OF NEGLIGENCE),OR ANY OTHER LEGAL THEORY,EVEN IF SUCH PARTY HAS BEEN ADVISED OF
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THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY REMEDY
PROVIDED HEREIN. XEROX DISCLAIMS THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE.
10. INTELLECTUAL PROPERTY
a. Xerox shall have and maintain ownership of copyrightable works and other intellectual property rights created or produced
by Xerox while performing Services for Client,with the exception that Client will maintain ownership of all copyrightable
works prepared by Client, and derivatives prepared therefrom by Xerox while performing Services. Client is granted a
license to use copyrighted works or other intellectual property owned by Xerox only to the extent necessary to enable
Xerox'performance of Services.
b. Client shall grant or transfer to Xerox a limited license or sufficient rights to use software owned, licensed or otherwise
controlled by Client solely for purposes of Xerox' provision of Services under this Agreement Upon expiration or
termination of this Agreement for any reason,such limited license or rights shall immediately revert to Client.
11. DISPUTE RESOLUTION
In the event of any dispute between the parties regarding performance of Services under this Agreement, and prior to the
commencement of any formal proceedings,the parties will attempt in good faith to reach a negotiated resolution by designating a
representative of appropriate authority to resolve the dispute and bringing the disputed matter to the attention of the other party
in writing. Neither party will bring an action related to such dispute until 60 days after notice of the dispute. In any dispute
regarding performance of Services under this Agreement,the prevailing party is entitled to recover legal fees for said dispute,
11 ASSIGNMENT
Neither party may assign this Agreement or its obligations hereunder to any entity, except a corporate subsidiary, without the
prior written consent of the other party,which consent shall not be unreasonably withheld.
11 NOTIFICATION
All notifications referenced in this Agreement must be in writing to be effective and shall be given at the addresses set forth
below:
City of Redlands Xerox Corporation
35 Cajon Street Suite#10 1851 E. I St Street
Redlands,CA 92373 Santa Ana,CA 92705
Bonnie Johnson,Director of Finance Tim Rafael
909-798-7602 714-565-1400
14. FORCE MAJEURE
Neither party shall be liable to the other for its failure to perform any of its obligations hereunder or under any purchase order or
acknowledgment thereof during any period in which such performance is delayed by circumstances beyond its reasonable
control,
15, INDEPENDENT CONTRACTOR
Xerox shall be deemed an independent contractor and shall not act a�_� or be Client's agent or employee. Xerox will provide for
and pay the compensation of Xerox personnel and be responsible for payment of all taxes which an employer is required to pay
relating to the employment of employees, including worker's compensation. Client will not be liable to Xerox,or to any Xerox
personnel, for Xerox' failure to meet Xerox' compensation or tax obligations. Xerox will indemnify, defend and hold Client
harmless from and against all such obligations and will comply with all associated government regulations, including the filing
of all necessary reports and returns,
16. NO WAIVER AND SEVERABILITY
The failure by either party to insist upon strict performance of any of the terms and conditions in the Agreement,or to exercise
any rights or remedies shall not be construed as a waiver of its rights to assert any of the same or to rely on any such terms or
conditions at any time thereafter. The unenforceability in whole or in part of any term or condition of this Agreement shall not
affect the enforceability of any other parts of this Agreement,
I7. GOVERNING LAW
This Agreement will be governed by the laws of the state in which the Services are provided,
This Agreement, as to its subject matter, exclusively and completely states the rights, duties and obligations of the parties and
supersedes all prior and contemporaneous representations, letters, proposals, discussions and understandings by or between the
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parties. This Agreement may only be amended in writing and signed by both parties. The parties, by their representatives signing
below,agree with the terms of this Agreement and further certify that their respective signatories are duly authorized to execute this
Agreement.
City of Redlands(Client) Xerox Corporation
William E. Cunningham Tim Rafael
I
Name(Please Print Na me(Pleasey-im
714 L
Sijn—aturk,
It\J, Signature
Mayor General Manaoer
Title Title
October 19, 1999
Date Date
DOCUMENT SERVICES AGREEMENT 4 3111366
ATTEST:
Lor i Povzer, Clerk
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Exhibit I
PRICING
AGREEMENT #
I. Pricing for the Services provided under this Agreement is as follows:
Agreement Period Monthly Minimum Impressions Included in Charge Per Impression
Chara Minimum Above Minimum
10/20/99 to 10/19/00 $6,806 242,235 $0.01
10/20/00 to 10/19/01 $6,806 242,235 $0.01
10/20/01 to 10/19/02 $6,806 242,235 $0.01
10/20/02 to 10/19/03 $6,806 242,235 $0.01
10/20/03 to 10/19/04 $6,806 242.235 $0.01
2. Client states and represents that it is Client's intent to make all payments hereunder for the full term of this Agreement In the
event,through no action initiated by Client,its funding body does not appropriate funds for the continuation of this Agreement
for any fiscal year after the first fiscal year of this Agreement,and it has no funds to continue this Agreement from other sources,
Client may,at the beginning of the fiscal year for which it provides written notice to XBS that such funds wilt no longer be
appropriated,terminate this Agreement without the assessment of Early Termination Charges.Client shall pay all valid sums due
and owing XBS through the effective date of termination.
3. Client has the option of requesting overtime at$36.00/hour per person on weekdays and$48.00/hour per person for weekends
and holidays. Client will not be billed for overtime charges for Services performed outside of normal working hours due solely
to Equipment malfunction or unavailability of personnel.
4. As part of the Services under this Agreement,Xerox is providing Client the Xerox-Owned Equipment listed in Exhibit III for the
entire term of the Agreement. If Client terminates this Agreement prior to its expiration,requires that a unit of Equipment be
removed or replaced via trade-in or if Xerox terminates this Agreement due to Client's failure to cure a material breach after
having provided 30 days written notice of such material breach, Client shall pay all amounts due Xerox as of that date,together
with the Xerox-calculated monthly equipment component, which includes a disengagement charge, for all affected Equipment
times the number of months remaining in the Agreement (the monthly equipment component is listed in Exhibit III). In
addition,Client agrees to return the Equipment in the same condition as when delivered,reasonable wear and tear excepted,or
purchase the Equipment at its fair market value as determined by Xerox at the Agreement's scheduled expiration.
5. a. Standard supplies, (toner, developer, fuser agent, and staples), required to make 8 1/2" x I1" impressions for Services
provided by Xerox under this Agreement are included in the pricing. White, 20# Bond paper, specialty paper and
additional supplies can be ordered and will be billed per then-current Xerox supply prices.
b. In the event that White, 20# Bond paper is included as part of this Agreement and the paper market experiences pricing
volatility resulting in a significant price change, the parties may meet and agree to revise the pricing for paper provided
hereunder. Either party may terminate the paper portion of this Agreement at anytime with 30 days prior written notice.
6. Xerox has provided funds ("Buyout Funds") to Client under this Agreement to retire the debt on Client's existing lease
obligations. A Monthly Buyout Funds Payment Amount of$2,111.00 is included in the Monthly Minimum Charge for each
remaining month of the Agreement, until the Buyout Funds are paid in full. Should this Agreement be terminated before the
expiration of its term for any reason, Client agrees to pay to Xerox, in addition to any defined Early Termination Charges or
monthly equipment component charges, an amount equal to the remaining principal balance of the Buyout Funds provided by
Xerox,less any future,unearned interest.
Exhibit 11
PERFORMANCE STANDARDS
AGREEMENT #3111666
During the term of this Agreement,Xerox will provide Services as follows:
DOCUMENT EQUIPMENT MANAGEMENT
1) Xerox will provide the previous month billing package no later than the 5th working day of the following month.
2) Xerox will collect all meter reads on a monthly basis.
3) Xerox shall provide Client consumable supplies(toner,developer,fuser and staples)for all included copiers.
4) Client may order supplies from Xerox by calling a designated 800 number or by faxing an order to Xerox. A fax order form will
be supplied to Client.
5) Xerox will check all included equipment at least once a month for general cleaning and preventative maintenance
(DocuCare).
6) Xerox will provide one part-time associate to perform DocuCare on the above mentioned equipment.
PROBLEM RESOLUTION PROCESS
1) Xerox will contact the"primary contact"end user to validate customer satisfaction at least once a quarter,
2) Xerox will close the loop(follow up with the end user)to ensure any customer satisfaction issues are addressed.If
additional assistance is needed,Xerox will elevate the issue to the appropriate decision maker to resolve the issue in
a timely fashion.
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Exhibit III
EQUIPMENT / SOFTWARE LISTING
AGREEMENT #3111366
The following Equipment and/or Software is installed under this Agreement at Client's location:
Equipment Model/Software Serial Number Status Description Monthly Equipment
Component
56142 Iku039377 Term Lease Buvout $0
5614z Iku63-9394 Tenn Lease Buyout $o
5614z lku040 --fenn-Lease Buyout $o
5626 5wtl28182 Term Lease Buyout $0
:043 3hn10-8188 Term-Lease Buyout $o
5100a 5tcI04197 -Term Lease Buyout $0
5820et Tba -Xerox Owned $58.80
5820ct Tba Xerox Owned $58.80
5820ct Tba Xerox Owned $58.80
5820ct Tba Xerox Owned $58.80
5820ct Tba Xerox Owned $58.80
5830t,5830sort Tba Xerox Owned $114.25
5830t,5830sort Tba-- , Xerox Owned $114.25
5830t,5830sort Tba Xerox Owned $114.25
5830t,5830sort Tba Xerox Owned $114.25
5830t,5830sort Tba Xerox Owned $114.25
5830t,5830sort Tba Xerox Owned $114.25
5830t,5830sort 'Tba Xerox Owned $114,25
5830t,5830sort Tba Xerox Owned
$114.25
5365fin Tba Xerox Owned -$27600
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