HomeMy WebLinkAboutContracts & Agreements_68-2014_CCv0001.pdf SERVICES MASTER AGREEMENT xerox C
THIS SERVICES MASTER AGREEMENT NO. 7078493 is between Xerox Corporation ("Xerox"), a New York
corporation with offices at 45 Clover Ave. Norwalk, CT 06856 and City of Redlands ("Customer"), a California
corporation with offices at 35 Cajon St, Redland, CA 92373.
AGREEMENT STRUCTURE
This Agreement serves as a master agreement to enable Xerox and Customer to contract with each other for a range of
products and services to be provided in the United States ("U.S."), as made available by Xerox and its U.S. Affiliates over
time. This Agreement is grouped into Modules. The "CEN" Module applies to all products and services provided
hereunder, while the other Modules apply as appropriate to what Xerox is providing to Customer under the applicable
Order.
DEFINITIONS MODULE
DEF 1.—DEFINITIONS
The following definitions(and those found elsewhere in this Agreement) apply unless otherwise specified in an Order.
a. Affiliate means a legal entity that directly or indirectly controls, is controlled by, or is under common control with
either party. An entity is considered to control another entity if it owns, directly or indirectly, more than 50% of
the total voting securities or other such similar voting rights.
b. Agreement means this Services Master Agreement. This Agreement may also be referred to in ordering and
contracting documents as a"Services and Solutions Agreement"or"SSA."
c. Amortized Services means certain services such as consulting and training, the Charges for which are
amortized over the term of an Order.
d. Application Software means Xerox-brand software that allows Equipment or Third Party Hardware to perform
functions beyond those enabled by its Base Software.
e. Base Software means software embedded, installed, or resident in Equipment that is necessary for operation
of the Equipment in accordance with published specifications.
f. Cartridges means copy/print cartridges and xerographic modules or fuser modules designated by Xerox as
customer-replaceable units for the Equipment.
g. Charges mean the fees payable by Customer for Services, Maintenance Services and/or Products as specified
in this Agreement.
h. Confidential Information means information identified as confidential and provided by the disclosing party to
the receiving party. The terms and conditions of this Agreement, all Services Contracts and Orders, and any
attachments and exhibits thereto, are Confidential Information of Xerox and Customer.
i. Consumable Supplies means black toner (excluding highlight color toner), black developer, copy Cartridges,
and, if applicable, fuser agent required to make impressions. For full color Equipment, Consumable Supplies
also includes color toner and developer. For Equipment identified as "Phaser," Consumable Supplies also may
include, if applicable, black solid ink, color solid ink, imaging units, waste cartridges, transfer rolls, transfer belts,
transfer units, belt cleaner, maintenance kits, print Cartridges, drum Cartridges, waste trays and cleaning kits.
Unless otherwise set forth in an Order, Consumable Supplies excludes paper, staples and highlight color toner.
j. Customer Assets means all hardware, equipment, fixtures, software, assets, networks, work space, facilities,
services and other assets owned, leased, rented, licensed or controlled by Customer (including Existing
Equipment and Existing Software) that Customer makes available to Xerox to enable Xerox to fulfill its
obligations under an Order.
k. Customer Confidential Information means Confidential Information belonging to Customer and includes,
without limitation, Data, Customer Content and Private Information.
1. Customer Content means documents, materials or data that Customer provides in hard copy or electronic
format to Xerox, containing information about Customer or its clients, in order for Xerox to provide Services,
Maintenance Services, or Products.
m. Customer Facilities means those facilities controlled by Customer where Xerox performs Services or provides
Products.
n. Customer Intellectual Property means all intellectual property and associated intellectual property rights
including patent, trademark, service mark, copyright, trade dress, logo and trade secret rights which exist and
belong to Customer as of the Effective Date or that may be created by Customer after the Effective Date,
excluding Xerox Confidential Information.
Form#52663-S (211212014) XEROX CONFIDENTIAL Page 1 of 16
o. Data means data that the Xerox Tools and Xerox Client Tools automatically collect from all Equipment and
Third Party Hardware that appears on Customer's network, orthat are locally connected to another device on
Customer's network, when such Tools are installed un Customer's network. Examples ofData include product
registration, meter read, supply level, device configuration and aettings, software version, and problem/fault
code data.
p. Date of Installation means: (o) for Equipment (or Third Party Hardware) installed by Xerox, the date Xerox
determines the Equipment (or Third Party Hardware) to be operating satisfactorily as demonstrated by
successful completion of diagnostic routines and isavailable for Customer's use; and (b) for Equipment (or
Third Party Hardware) designated as "Customer Installable," the Equipment (or Third Party Hardware) delivery
date.
q� Description of Services or DOS means a document attached to an Order which references the applicable
Services Contract number and specifies the Products and/or Services provided under such Order.
r. Diagnostic Software means Xenox'pnoprie\aryeoftvvana embedded in orloaded onto Equipment and used by
Xerox boevaluate ormaintain the Equipment.
a� Documentation means all nnanueia, broohuree, epeoihcedions, information and software deecripdons, and
related materials customarily provided byXerox to customers for use with certain Products or Services.
t. Effective Date means the date this Agreement iasigned byXerox.
U. Eligible Affiliate means a Customer Affiliate that has met Xerox's onadii requirements for ordering Services,
Maintenance Services and/or Products under this Agreement.
v� Equipment means Xerox-brand equipment.
vv. Excluded Taxes rnaana (i) taxes on Xerox's inconno, capita|, and employment, (ii) taxes for the privilege of
doing business, and (iii) personal property tax on Equipment rented or leased to Customer under this
Agreement.
X. Existing Equipment nneuna devices which are |eaeed, rented or owned by the Customer outside of this
Agreement, which aro used to provide San/icea, and which remain subject to the Uarrno and conditions of the
agreements under which they were originally acquired.
y, Existing Software noeene software licensed by the Customer outside of this Agreement and which is used to
provide the Services and which remains subject tothe terms and conditions ofthe agreements under which it
was originally acquired.
z� Feature Releases means new releases of Software that include new content or functionality.
an. Force 80mjemmo Event means a circumstance beyond a party's reasonable contnz|, which circumstances
include, butane not limited to, the following: act ofGod (e.g., flood, earthquake, xvind); fire; war; act ofapublic
enemy orterrorist; act ofsabotage; strike or other labor dispute; riot; misadventure of the sea; inability to secure
materials and/or transportation; or a restriction imposed by |egie|ation, an order or a rule or regulation of a
governmental entity.
bb. Funds means collectively Amortized Services and Third Party Funds.
cc. Maintenance Releases or Updates means new releases of Software that primarily incorporate coding
oomp|ianoeupdodeeanderrorUxeeandaredeaigna|edoa^MaintenancaRe|eases°or"Upde1ea."
dd. Maintenance Services means required maintenance of Equipment to keep the Equipment in good working
order.
ao. Module means a specific set of terms and conditions contained in this Agreement that is identified as a
"Module."The Modules under this Agreement are the DEF, GEN, SVC, EQP, EP, MS and SW Modules.
# Monthly Minimum Charge or A001C means the regular recurring Charge that is identified in an Order and
vvhich, along with any additional print/impression charges, covers the ooai for the Services, Maintenance
Services and/or Products. The K4K8C may also include lease buyout funda. Funds' monthly equipment
component amounts, oarno|n/ng Customer obligations from previous oontnants, and amounts being financed or
refinanced. One-time items are billed separately from the MMC.
gg. Order means adocument that Xerox requires for processing of orders for Services, Maintenance Sen/ices
and/or Products hereunder, vvh|oh may specify the contracting parties and location(s) where the foregoing will
be provided; C|uahmnme/e requested shipment date; the Products that Customer will purchase, lease, rent or
license; the Sanvivaa and/or Maintenance Services that Xerox will provide; the applicable Charges and
expenses; the term during which the Servioea. Maintenance Services and/or Products described therein shall
be provided, the Xerox-provided contract number; and any applicable SLAa. An Order must reference the
applicable Services Contract number, and may also beinthe form ofa Services and Solutions Order("SS(}")' a
Xerox Order Agreement (°X[}A") (which is used solely for an outright puvoheeo by Customer under the EP
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module ofthis Agreement) oraCustomer-issued PO. AStatement cdWork may bepart ofanOrder but cannot
function omastand-alone ordering document.
hh� Output of Services means electronic images created byscanning tangible documents containing Customer
Cuntent, all full or pmdie| copies (tangible and intangible) of Customer {|nntent, and all reports and other
doounnentadion, photoArapho, images, impressions, Data, and other materials (tangible and intangible) created
byXerox and delivered kz Customer under an Order, but shall not include Software, Third Party Software, or
Xerox Intellectual Property.
ii. Privacy Laws means laws relating to data privacy and data protection as applicable to Xerox's performance of
the Services.
]j. Private Information means Protected Health Information ("PHI") as defined by the Health Insurance Portability
and Accountability Act (^^H|PAA^). Non-Public Personal Information ("NPI") as defined by the Gramm-Leach
Bliley Act ("8LBA") and equivalent categories of protected health and financial information under applicable
state Privacy Laws.
kk. Products means Software, Equipment. Third Party Products and/or Consumable Supplies supplied by Xerox
and provided tnCustomer pursuant 1oonOrder.
U. Purchase Order or POmeans adocument containing the applicable Services Contract number that iaissued
by Customer to Xerox for Order entry purposes only. Any terms in a PD are not binding and are of no force or
effect.
mm. Purchased Equipment means Equipment or Third Party Hardware that Xerox sells outright to Customer under
the EP Module.
nn. Remote Data means data that is automatically collected by Xerox or transmitted to or from Xerox by Equipment
or Third Party Products connected to Customer's network. Examples of Remote Data include product
registration, meter read, supply level, equipment configuration and o*ttinga, software version, and problem/fault
code data. Remote Data may be used byXerox for billing, report generadon, supplies replenishment, support
services, recommending additional products and services and product improvement/development purposes.
no. Remote Data Access means electronic transmission of Remote Data\oorfrom asecure offsite location.
pp. Residuals means general ideas, concepts, knovv-hovv, methoda, processes, techno|ogieo, algorithms or
techniques related to the Bervicea, which are in non-tangible form and retained in the unaided memory of
persons who have had access toConfidential Information.
qq. Service Level Agreements or SLAs means the levels of performance for the Services, if applicable, as set out
in the applicable Order.
rr. Services means managed services (e.g. copy center and mailroom ean/iooa), consultative semioea, and/or
professional services, ino|uding, but not limited to, aaaesammnL, document management, and managed and
centralized print services, as more fully described in the applicable Order.
so. Services Contract means the applicable terms and conditions of this AQosernen1' the first Order having a
particular assigned Services Contract number, and each additional Order, if any, with the same Services
Contract number.
tt. Software means Base Software and Application Software.
uu. Statement of Work or S0VV means e document which references the applicable Services Contract number
and specifies the details of a particular transaction where Customer wishes to acquire Services, Maintenance
Services and/or Products from Xerox under this Agreement.
vv. Supplier Equipment means devices which are supplied by Xerox to the Customer during the term of an Order.
Supplier Equipment may be Equipment orThird Party Hardware.
vvw. Taxes noeona any and all taxes of any kind or nokune, however denonn|nm1ed, imposed or collected by any
governmental ontbv, including but not limited to federal, state, provincial, or local net inoorne, gross incorne,
sales, use, transfer, registration, business and Vcoupedion, value added, excise, seveuanoe, stamp, premiurn,
windfall profit, customs, duties, naa| prupedy, personal property, capital stock, social security, unemployment,
disability, payvoU. Uoensa, employee or other withho|ding, or other tax, of any kind whatsoever, including any
interest, penalties or additions to tax or additional amounts in respect of the foregoing.
xx. Third Party Funds means funds Xerox provides LV Customer to acquire Third Party Hardware or to license
Third Party Software and/or to retire debt on existing Third Party Hardware.
yy� Third Party Hardware means non-Xerox brand equipment.
zz. Third Party Products means, collectively, Third Party Hanjvxony and Third Party Software.
aaa. Third Party Software means non-Xerox brand software.
Form#O2883'G (2Y/21'2014) XEROX CONFIDENTIAL Page 3oY18
bbb. Transactiom Taxes means any and all Taxes that are required to be paid in respect of any transaction and
resulting Charges under this Agreement and any transaction dooumenta, including but not United to asHea, use,
services, rental, excise, transactional ly-based gross receipts, and privilege Taxes.
ucc. XDM Customer Views means a limited set of features such as printer error messages, basic printer status,
troubleshoot (a.g., moceae printer web page, submit test page, reboot printer, retrieve audit logs) and upgrade
printer (e.g., add upgrade file, delete upgrade fi|e, run upgnade, delete upgrade task, restart upgrade task) that
are available through the Xerox Tool known asXerox Device Manager.
ddd. Xerox Confidential Information means Confidential Information belonging to Xerox and includes, without
limitation, whether marked as such or not, any services procedures rnaoua|e' Xerox Tools, Xerox Client Tools
and Xerox Intellectual Property.
eae. Xerox Client Tools means certain proprietary software used to provide certain Services, and any modifications,
enhancements, improvements thereto and derivative works thereof that are licensed to Customer in accordance
with GEN 1.8(d).
fM� Xerox Intellectual Property means all intellectual property and associated intellectual property rights including
patent, trademark, service mark, oopyright, trade dress, logo and trade secret rights which exist and belong to
Xerox as of the Effective Date or that may be created by Xerox after the Effective De1m, including without
limitation, Softxmans. Xerox Tools and Xerox Client Too|a, and excluding Customer Confidential Information and
Output ofServices.
Agg. Xerox Products means Equipment, Software and Consumable Supplies acquired pursuant tothis Agreement.
hhh. Xerox Tools means certain proprietary tools used by Xerox to provide certain Services, and any modifications,
enhancements, improvements thereto and derivative works thereof.
GENERAL MODULE
GEN1.—GENERAL
The terms and conditions inthis General (GEN) Module apply toall Services, Maintenance Services,and Products
acquired byCustomer under this Agreement.
GEN 1.1 —AGREEMENT STRUCTURE
a. General Contract Structure. The parties intend for this Agreement to serve as a master agreement stating the
terms and conditions governing separate transactions between (i) Xerox and Customer, and (ii) Xerox and
Eligible Affiliates. Xerox will provide, and Customer will procure, Services, Maintenance Services and/or
Products in accordance with the terms and conditions stated in this Agreement, any Services Contract(s), and
any applicable Orders.
b. Eligible Affiliates. Only Customer and its Eligible Affiliates may acquire Services, Maintenance Sen/ioao and
Products under this Agreement. If on Eligible Affiliate establishes a Services Contract by signing an C)njer, it
will bethe°Cuuhumner"for the purposes mfsuch Services Contract. |fCustomer divests anEligible Affiliate, such
divested entity is no longer eligible to establish any new Services Contracts or to uubrnk any additional Orders
under an existing Services Contract; however, Products installed and Services being provided at such divested
entity under an existing Order shall retain the pricing and terms and conditions thereof.
c. Orders and Services Contracts.
i. Xerox may accept Orders either by its signature or by commencing performance. Xerox reserves the right
to review and approve Customer's credit, or in the case of an Order by an Eligible Affiliate, such Eligible
Affiliate's credit, prior toacceptance ofanOrder and the entity placing the Order hereby authorizes Xerox
or its agent to obtain credit reports from commercial credit reporting agencies for this purpose.
ii, Orders for Services, Maintenance Services, and/or Products are grouped into Sen/ices Contracts. Each
separate Services Contract will be established when the first Order iaplaced that bears a new Services
Contract number assigned by Xerox and Xerox accepts that Order. Each Services Contract will be
assigned its own Services Contract number that will consist of this Agreement's number followed by
three digit extension. Each Services Contract constitutes a separate contract under this Agreement.
{|umtonnor may add Services, Maintenance Services or Products to an existing Services Contract by
submitting additional (]njena referencing the applicable Services Contract number. Each Sen/ices
Contract will consist of the terms and conditions of this Agnaernen1, the first Order under the Services
Contract number and each additional Order with the same Services Contract number.
iii. Unless Customer provides notice in writing at least thirty (30) days before the end of the term of an Order
of be intention not to renew, the Order will nanevv automatically on a month-to-month basis on the same
terms and at the same price.
Fonn#52GG3'S (2//2/2014) XEROXCONF|DENT|AL Page uo116
k/ Orders may be submitted by hard copy orelectronic means and those submitted electronically will be
considered: (a) o "writing[ or "in writing;" (b) "signed" by the Customer; (c) an "original" when printed from
electronic records established and maintained in the ordinary course of business; and (d) valid and
enforceable.
GEN l.2—CHARGES, PAYMENT AND DEFAULT
o. Charges. Charges for the particular Services, Maintenance Ben/ioee, and/or Products will be set forth in an
Order and are exclusive of any and all Transaction Taxes. Xerox's then current overtime rates will apply to
Services requested and performed outside Customer's standard working hours.
b. Payment. Invoices are payable upon receipt and Customer agrees to pay Xerox all undisputed amounts within
thirty (30) days after the invoice date. Restrictive covenants submitted for orwith payment to indicate that it is
in full satisfaction of an invoice will not operate as an accord and satisfaction to reduce Customer's payment
obligations ifhiunot, infact, full payment. For any payment not received byXerox within ten (1O) days after the
due daie, Xerox may charge, and Customer agrees to pay. u late charge of the greater of $25 or five percent
(5.0%) of the amount overdue (not to exceed the maximum amount permitted by applicable law) as reasonable
collection costs. If Customer disputes any amount included in an invoice, then (i) Customer must notify Xerox
of the dispute in writing, (ii) such notice ahoU include admsoripdon of the i1erna Customer is disputing and the
reason such henna are being disputed; and (iii) Customer shall promptly exercise its beet efforts |owork with
Xerox to resolve such dispute. Pending naao|u1iun of such disputed amount Customer shall pay any and all
undisputed amounts within thirty (30) days of invoice date, including the MMC which Customer agrees shall not
bmsubject hzdispute atany time.
c. Default. Customer will be in default if Xerox does not receive any payment within fifteen (15) days after the
date it is due, or if Customer breaches any other obligation under this Agreement, any Services Contract, or any
other agreement with Xerox. If Customer, defaults, Xerox, in addition to its other nonnodiea (including cessation
of Services, Maintenance Sen/ices and/or Consumable Supp|iea), may require immediate payment of (1) all
amounts then due, plus interest on all amounts due from the due date until paid at the rate of 1.5% per month,
and (2) any early termination charges set forth in this Agreement or in the applicable Sen/iooe Contract and/or
Order(s). Customer will pay all reasonable costa, including attorneys' feea, incurred by Xerox to enforce any
Services Contract.
GEM 1.3—TAXES
Customer will be responsible for all Transaction Taxes. Transaction Taxes will be included in Xerox's invoice unless
Xerox receives proof ofCustomer's tax exempt status. Customer shall not beresponsible for Excluded Taxes.
GEN 1'4—RESERVED.
GEN 1.G—RESERVED.
GEN 1.6—CUSTOMER RESPONSIBILITIES
Customer agrees to perform its responsibilities under this Agreement in support of the Services, Maintenance Services, or
Products inatimely manner. Customer agrees:
a. that Products acquired hereunder are ordered for Customer's (or its Affiliates') own internal business use (rather
than resale, license and/or distribution outside of Customer's organization) and will not be used for personal,
household orfamily purposes;
b. to (1) provide Xerox and its agents with timely and sufficient access, without charge, to Customer Facilities
required by Xerox to perform Services and Maintenance Services and/or provide Products, and (2) ensure that
Customer Facilities are suitable for the Services, Maintenance Services and/or Pnoduota, safe for Xerox
personnel, and fully comply with all applicable laws and regu|ations, including without limitation any federal,
state and local building, fire and safety codes;
C. to provide Xerox and its agents with timely and sufficient use of and ecoeam` without charge, to Customer
Assets required by Xerox to perform Services and Maintenance Services and/or provide Products, and to grant
Xerox and its agents sufficient rights to use, access and, if agreed, modify the same;
d. to acquire or continue maintenance, repair and software support services, without charge to Xerox, for all
Customer Assets that Customer permits Xerox touse oraccess;
e. tmmaintain the manufacturer's maintenance agreement for any Third Party Products;
f, to provide Xerox with aoueae to appropriate members of Customer penmonne|, as reasonably requested by
Xerox, inorder for Xerox toperform the Services and Maintenance Services and/or provide Products;
Q. to respond toand provide such dmcumentahon, data and other information aeXerox reasonably requests in
order for Xerox to perform the Services and Maintenance Services and/or provide Products;
h. to contract for the minimum types and quantities of Equipment and Consumable Supplies required by Xerox to
Fonn05268@-8 (2/102014) XEROX CONFIDENTIAL Page Gnf 16
perform the Services and Maintenance Services;
i that, as between Xerox and Customer, Customer alone is responsible for backing up its Customer Content and
Xerox shall not be responsible for Customer's failure hodoso;
j. that as between Xerox and Customer, Customer alone is responsible for determining whether Customer
Content provided to Xerox (i) is ||be|ous, defamatory orobscene, or (|i) maybe dupUoo1ed, scanned or imaged
without violating athird party's intellectual property rights: and
k� to provide contact information for Equipment such as name and address of Customer contact,
GEN 1'7—WARRANTIES
m. Mutual Warranties. Each party napnsaenia and warrants to the other, as an essential pad of this Agreement,
that:
i. it is duly organized and validly existing and in good standing under the laws ufthe state or country of its
incorporation orformation;
iL this Agreement and the Orders hereunder have been duly authorized by all appropriate corporate action
for signature; and
iii. the individual signing this Agreement, and all Orders (where applicable), is duly authorized to do so.
b. Xerox Warranties.
i. Services Warrant . Xerox warrants to the Customer that the Services will be performed in a professional
and workmanlike manner by Xerox personnel with appropriate tnaining, experience and skills in
accordance with the applicable Order. |fthe Services donot comply with the SLAaorother requirements
met forth in the applicable Order. Customer will notify Xerox in writing detailing its concerns and, within 10
days following Xerox's receipt of such nctice. Xerox and Customer will meet, clarify the Customer's
concern(s) and begin to develop a corrective action plan. As Customer's exclusive remedy under this
warranty for Xerox's non-compliance with this vva,nanty. Xerox will either modify the Services to comply
with the applicable SLAs or other requirements or re-do the work at no additional charge within 60 days of
finalizing the plan or another time period agreed to in writing by the parties.
ii Equipment Warranty. Any Equipment warranty towhich Customer isentitled shall commence upon the
Date ofInstallation. Use by Customer of consumables not approved by Xerox that affect the performance
of the Equipment may invalidate any applicable warranty.
iii. Third Party Product Warranty. Where Xerox in its sole discretion selects and supplies Third Party
Products, Xerox warrants they will operate substantially in conformance with applicable SLAa or other
requirements in the Order. Customer's sole remedy for breach of this warranty ia0z return the Third Party
Product to Xerox and then receive a refund of any fees paid for such non-conforming Third Party Product,
less areasonable usage fee. If Customer requests a specific Third Party Product, Xerox will pass-through
aepermitted any third party warranties.
iv. Exclusions. Xerox shall not be responsible for any delay or failure to padnnn the Sen/ices or provide
Pnoduoim, including achieving any associated SLAe or other requirements inthe applicable SCJVVa. DDSs
orOrders,tothe extent that such delay orfailure iecaused by:
(e) Customer's failure or delay in performing its responsibilities under this Agreement;
(b) reasons outside Xerox's reasonable control, including Customer Assets,Customer Content, or
delays or failures by Customer's agents, suppliers or providers of maintenance and repair services
for Customer Assets; o[
(c) unauthorized modifications to Equipment, Third Party Hardware or the Output of Services.
c� Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW' THE EXPRESS
WARRANTIES GET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, AND XEROX DISCLAIMS AND CUSTOMER WAIVES ALL OTHER WARRANTIES INCLUDING
ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT DA FITNESS FOR A PARTICULAR
PURPOSE. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND AS PERMITTED BY APPLICABLE LAVV,
CUSTOMER WAIVES ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF
THE UN|R]RN1 COMMERCIAL CODE.
The warranties set forth inthis Agreement are expressly conditioned upon the use of the Services, Products and Output of
Services for their intended purposes in the systems environment for which they were designed and shall not apply toany
Sen/|ces. Products orOutput of Services which have been subject to miause, accident oralteration or modification by
Customer orany third party.
GEN 1.8—INTELLECTUAL PROPERTY OWNERSHIP
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a. Customer Intellectual Property. Customer grants to Xerox a non-exclusive, royalty-free, fully-paid up,
worldwide license to use Customer intellectual Property, Customer Content and Output of Services only for
purposes of, and only to the extent required for, providing Services, Maintenance Services or Products under
this Agreement. Xerox agrees not to decompile or reverse engineer any Customer Intellectual Property.
Except as expressly set forth in this Agreement, no rights to any Customer Intellectual Property are granted to
Xerox.
b. Ownership of Output of Services and License to Xerox Intellectual Property. Except to the extent that the
Output of Services may incorporate any Xerox intellectual Property, the Output of Services shall be the sole and
exclusive property of Customer. Xerox hereby assigns, grants, conveys, and transfers to Customer all rights in
and to the Output of Services for the applicable Order. To the extent that the Output of Services may
incorporate any Xerox Intellectual Property, Xerox grants Customer a non-exclusive, perpetual, fully paid-up,
worldwide right to use, display and reproduce the Xerox Intellectual Property only as required for use of the
Output of Services for Customer's customary business purposes and not for resale, license or distribution
outside of Customer's organization. If XDM Customer Views are to be provided under an SOW, Xerox grants
Customer a limited license to access and use the XDM Customer Views only for the purpose of receiving
Services under the SOW. Customer agrees not to decompile or reverse engineer any Xerox Intellectual
Property. Except as expressly set forth in this Agreement, no rights to any Xerox Intellectual Property are
granted to Customer.
c. Xerox Tools. Xerox Tools may be used by Xerox to provide certain Services. Xerox and its licensors will at all
times retain all right, title and interest in and to Xerox Tools and, except as expressly set forth herein, no rights
to use, access or operate the Xerox Tools are granted to Customer. Xerox Tools will be installed and operated
only by Xerox or its authorized agents. Customer will not decompile or reverse engineer any Xerox Tools, or
allow others to engage in same. Title to the Xerox Tools and all intellectual property rights therein shall, at all
times, reside solely with Xerox and its licensors. Customer will have access to data and reports generated by
the Xerox Tools and stored in a provided database as set forth in the applicable SOW. Xerox may remove
Xerox Tools at any time in Xerox's sole discretion, provided that the removal of Xerox Tools will not affect
Xerox's obligations to perform Services, and Customer shall reasonably facilitate such removal.
d. Xerox Client Tools. Xerox grants to Customer a non-exclusive, non-transferable, non-assignable (by
operation of law or otherwise) license to install, use and access the Xerox Client Tools only for the purpose of
receiving the Services for which they were provided. Customer may not: (i) distribute, copy, modify, create
derivatives of,decompile, or reverse engineer the Xerox Client Tools, except as permitted by applicable law; or,
(ii) allow others to engage in same. Title to the Xerox Client Tools and all intellectual property rights therein
shall, at all times, reside solely with Xerox and its licensors. Certain Xerox Client Tools may be subject to
mandatory third party flow-down terms and conditions, which will be provided separately.
e. Data Collection and Use. Data automatically collected from Equipment electronically by the Xerox Tools is
transmitted by a Xerox Tool to a remotely hosted server that hosts other Xerox Tools. The automatic data
transmission capability will not allow Xerox to read, view or download any Customer documents or other
information residing on or passing through the Equipment or Third Party Hardware or Customer's information
management systems. Data may be used by Xerox for billing, report generation, supplies replenishment,
recommending additional products and services and product improvement purposes.
GEN 1.9--INDEMNIFICATION
a. Mutual Indemnification. Each party (and its Affiliates), if promptly notified by the other and given the right to
control the defense, shall indemnify, defend and hold harmless the other party, its Affiliates, and their respective
officers, directors, employees, agents, successors and assigns, from and against all claims by a third party for
losses, damages, costs or liability of any kind (including expenses and reasonable legal fees)that a court finally
awards such party ("Claims") for bodily injury (including death) and damage to real or tangible property to the
extent proximately caused by the negligent acts or omissions, or willful misconduct of the indemnifying party (or
its Affiliates) in connection with this Agreement.
b. Xerox Indemnification. Xerox shall, if promptly notified by Customer (or its Affiliate(s)) and given the right to
control the defense, indemnify, defend and hold harmless Customer, its Affiliates and their respective officers,
directors, employees, agents successors and assigns, for all Claims that Xerox Products or Customer's use of
the Services provided by Xerox under this Agreement infringe a U.S. patent, copyright or other intellectual
property right. Notwithstanding anything to the contrary herein, Xerox shall have no obligation under this
Section GEN 1.9{b} to the extent any Claim is based on or arises out of any (i) Services performed using
Customer Assets, Customer Content or other materials provided to Xerox by Customer for which Customer
failed to provide sufficient rights to Xerox; (ii) infringement by Services resulting from Customer's direction,
specification or design, (iii) modification or alteration to such Xerox Products or Services not approved in writing
by Xerox, (iv) any combination or use of the Xerox Products or Services not approved in writing by Xerox; (v)
Form#52663-S (211212014) XEROX CONFIDENTIAL Page 7 o116
use of the Xerox Products or Services not in accordance with the applicable Documentation; or (vi) Customer's
failure to use corrections u, enhancements tuthe Xerox Products provided by Xerox. Ka Claim is made or
appears likely hobemade pursuant 1othis Section GEN 1.Q(b). Customer agrees hopermit Xerox, adXerox' sole
option and expennm, to obtain the right to enable Customer to continue to use such Xerox Products, to make
them non-infringing or to replace them with itanna that are at least functionally equivalent. If Xerox determines
that none ofthese alternatives is reasonably available, Customer agrees to return such Xerox Products to
Xerox upon Xerox^ vvrittanrequest. Xerox will then give Customer arefund equal 0othe amount Customer paid
Xerox for such Xerox Products less areasonable usage fee.
c. Customer Indemnification. Customer shall, if promptly notified by Xerox (or its Affi|iate(a)) and given the right
to control the defense, indenanify, defend and hold harmless Xerox, its Affihmtes, and their respective officers,
directors, employees, agents, successors and assigns, for all Claims for intellectual property infringement to the
extent such Claim is based on (i) Xerox's use of Customer Assets or Customer Content in performing Services
or providing Products under this Agreement or any [}njar entered into hereunder; (ii) Customer's use of the
Products or Services not in accordance with this Agreement orthe applicable Documentation; and (iii) Claims
arising out of or na|e1ed to Section GEN 1.9(b)N\~(vi) or Customer's failure to perform its responsibilities under
Section GEN 1'60)'
d. The indemnifying party is not responsible for any litigation expenses of the indemnified party or any settlements
unless itpre-approves them inwriting.
GEN 1.10— LIMITATION OF LIABILITY
Except as prohibited by law,the following limitations apply:
e. NO CONSEQUENTIAL DAMAGES, SUBJECT TOSECTION GEN 1.18(c). |NNOEVENT WILL EITHER
PARTY OR ITS AFFILIATES OR THEIR RESPECTIVE OFF|CERS, DIRECTORS, EMPLOYEES ORAGENTS
BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES OR THBR RESPECTIVE OFF|CERS,
D|RECT[)RS, EMPLOYEES OR AGENTS FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUN|TiVE,
SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT L}K4|TAT|ON, DAMAGES FOR LOST
PROFITS, REGARDLESS OF THE FOAM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OFSUCH DAMAGES.
b. LIMITATION ON RECOVERY. SUBJECT TO SECTION GEN 1.18(u), THE TOTAL AGGREGATE LIABILITY
OF EITHER PARTY (AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES OR AGENTS) FOR DIRECT DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO
THIS AGREEMENT, WHETHER IN CONTRACT,TORT (INCLUDING NEGL|GENCE), (]ROTHERWISE, WILL
BE LIMITED TO AN AMOUNT EQUAL TO THE AMOUNT OF ALL CHARGES PAID BY CUSTOMER TO
XEROX UNDER THE ORDER UNDER WHICH THE CLAIM AROSE (LESS PASS THROUGH EXPENSES
SUCH AS,WITHOUT LIMITATION, POSTAGE) IN THE TWELVE (12) MONTHS PRIOR T(]THE DATE UPON
WHICH THE CLAIM AROSE. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED
TO THIS AGREEMENT AND ANY ORDERS HEREUNDER WILL NOT ENLARGE OR EXTEND THIS
LIMITATION OF DAMAGES. NOTWITHSTANDING THE F(}REGC}|NG, NOTHING SET FORTH IN THIS
SECTION GEN 1'10(b) SHALL L|W1|T CUSTOMER'S OBLIGATION TO PAY XEROX ALL CHARGES AND
EXPENSES FOR PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT.
o, EXCEPTIONS.THE LIMITATIONS SET FORTH IN SECTION GEN 1.10 SHALL NOT APPLY WITH RESPECT
TO:
i. THE SPECIFIC INDEMNITY OBLIGATIONS SET OUT IN THIS AGREEMENT;
ii EITHER PARTY'S WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR FRAUD;
iii. BODILY INJURY OR DEATH CAUSED BY PARTY'S NEGLIGENCE OR WILLFUL MISCONDUCT
[)RTHAT QFITS EMPLOYEES,AGENTS ORSUBCONTRACTORS; {]R
|v. A PARTY EXCEEDING ITS RIGHTS, IF ANY. TO THE OTHER PARTY'S INTELLECTUAL
PROPERTY OR MISAPPROPRIATING OR INFRINGING THE OTHER P/\RTY`B INTELLECTUAL
PROPERTY RIGHTS AS GRANTED UNDER THIS AGREEMENT.
GEN 1.11 —TERM AND TERMINATION
This Agreement shall commence on the Effective Date and ahoU continue fora term of 80 nmonthe, and continue on a
month-to-month basis thereafter until expressly renewed by mutual written agreement or terminated by either party upon
thirty (30) days' written notice. A|ternet{veiy, at the end of the initial term, Customer shall have the right to renew this
Agreement for up to five (5) additional twelve-month terrna, subject to the annual approval of Customer's city council.
Xerox may annually increase the maintenance component of the Minimum payment and Print Charge, each such increase
not toexceed 1O%' Upon termination, Customer shall permit Xerox hzenter Customer Facilities for purposes ofremoving
Fnnn#62GG3-S (2/12/2014) XEROX CONFIDENTIAL Page 8oY1h
the Products, Xerox Tools and/or Xerox Client Tools. Each Order hereunder shall have its own term, which shall be stated
in the Order. |nthe event the Agreement expires o/ is terminated, each Services Contract in effect at such time shall
remain in full force and effect until the expiration or termination ofall Orders constituting such Services Contract (including
any extensions or renewals thereof) and shall at all times be governed by, and be subject to, the terms and conditions of
this Agreement as if this Agreement were adU in effect. Termination of any Order aheU not affect this Agreement orany
other Orders then in effect. Notwithstanding any other provision in the Agreement to the contrary, should an Order be
terminated prior toexpiration for any reason ora unit of Third Party Hardware orany Third Party Software for which Third
Party Funds have been provided is removed or replaced prior to expiration, Customer agrees to pay to Xerox, in addition
to any other amounts owed under said Order, an amount equal to the remaining principal balance of the Funds together
with a15%disengagement fee,for loss ofbargain and not aeapenalty.
GEN 1.12—CONFIDENTIALITY
a. <JbNciatimn. Customer and Xerox acknowledge that, during the term of this Agreement and any Order
hereunder, each party(or its Affiliates) may be provided with or have access to, certain Confidential Information
belonging to the other party (or its Affiliates). The parties will ensure that their employees comply with their
respective corporate policies and procedures regarding the disclosure ofConfidential Information. The parties
agree to use the Confidential Information provided under this Agreement only for purposes directly related to
the performance of obligations and use of rights granted under this Agreement. The receiving party may not
disclose Confidential Information to third parties unless such third party has a need to know such Confidential
Information in order to perform under this Agreement and has agreed in writing to be bound by terms no less
restrictive than those set forth herein. Each party shall beresponsible for any breaches ofthe obligations inthis
Section by its employees and such third parties. The receiving party shall protect the disclosing party's
Confidential Information with the same degree of cane that it uses to protect its uxvn confidential information of
like importance, but not less than reasonable care. Each party agrees not todisclose the terms and conditions
of this Agreement, all Services Contracts and Orders, and any attachments and exhibits thereto, without the
other party's prior written consent. Xerox may use Customer as areference with other customers. Xerox may
disclose the identity and address of Customer to Xerox's third party licensors if contractually required for royalty
reporting purposes.
b. Exclusions. The obligations of confidentiality will not apply to any Confidential Information that: (1) was in the
public domain prior to, at the time of, or subsequent to the dote of disclosure through no fault of the receiving
party; (2) was rightfully in the receiving party's possession or the possession of any third party free of any
obligation of confidentiality; or (8) was developed by the receiving party's employees independently of and
without reference bzany ofthe other party's Confidential Information.
C. Return mKInformation. Upon termination or expiration of this Agreement or an Order, except as otherwise set
forth hereunder, each party shall cease use of the other party's Confidential Information and other data and,
upon request, shall (1) return all such Confidential Information and any copies thereof, or (2) permanently
destroy such Confidential Information and certify that such Confidential Information has been so destroyed;
pvovided, however, that any obligations regarding removal of Customer Confidential Information stored on hand
drives on Equipment owned byXerox and any costs associated with such removal will be set forth in the
applicable Order.
d. Disclosure under Legal Requirement. If the recipient of Confidential Information is required to disclose
Confidential Information pursuant to a court order or by law or regulation, that party will (1) notify the disclosing
party ofthe obligation to make such disclosure, and (2) reasonably cooperate with the disclosing party if the
disclosing party seeks a protective order, but any costs incurred by the receiving party will be reimbursed by the
disclosing party, except for costs ofthe receiving party's employees.
e. Dwmmtimm of Confidentiality Obligation. Except for Private Information, Xerox |n0oUaotym| Property, Xerox
Tools and Xerox Client Too|a, the obligations set forth in this Section shall continue for one (1) year after
termination or expiration of this Agreement or the Order under which such Confidential Information was
disclosed, whichever occurs later. The duration cf confidentiality obligations with respect k» Private Information
shall be governed by applicable Privacy Laws. Confidentiality obligations with respect to Xerox Intellectual
Property. Xerox Tools and Xerox Client Tools shall continue so long as they continue to be Xerox trade secrets.
f. Residual Rights. Each party understands that the other party shall be free to use for any purpose the
Residuals resulting from access to Confidential Information as a result ofthe performance of its obligations
under anOrder, provided that such party shall maintain the confidentiality of such Confidential Information as
provided herein. Neither party shall pay royalties for the use ofResiduals. However, the foregoing shall not be
deemed to grant either party a license under the other party's copyrights or patents.
GEN 1.13— DATA PROTECTION/PRIVACY
Fnnn#520g3'S (2/12/2014) XEROX CONFIDENTIAL Page 9uf16
e. To the extent that Privacy Laws are applicable to Customer and Xerox in connection with the performance of
Services, each party agrees to comply with the applicable provisions of such Privacy Laws.
b. Xerox has adopted reasonable physical, technical and organizational safeguards designed to prevent
accidental, unauthorized or unlawful |oys, disclosure, access, transfer oruse ofPrivate Information. Xerox will
promptly notify Customer in the event of any known unauthorized or unlawful loss, disclosure, access, transfer
oruse ofPrivate Information.
GEN 1.14—GOVERNING LAW AND JURISDICTION
a. This Aonaarnant' each respective {}nder, and any dispute or claim arising out ofurin connection with this
Agreement or such Order, shall be governed by and construed in accordance with the laws of New York without
regard to its conflict of laws provisions and submitted to the exclusive jurisdiction of the federal and state courts
of New York.
b. In any action to enforce this Agreement or any Order hereunder, the parties agree 1nwaive their right, ifany, tm
ajury trial.
GEN 1,15— RESERVED.
GEN 1'1G—FORCE MAJEURE
Except for Customer's absolute and unconditional obligation to make all required payments ofany amounts not properly
disputed under this Agreement, neither Customer nor Xerox shall be liable to the other party during any period in which its
performance is delayed orprevented, in whole or in part, by Force Majeure Event. If such acircumstance occurs, the
party whose performance is delayed or prevented shall undertake reasonable action to notify the other party thereof.
GEN 1.17—RESERVED.
GEN 1.18— RESERVED.
GEN 1.19—COMPLIANCE WITH LAWS AND POLICIES
Xerox and Customer shall comply with all applicable laws and regulations in the performance of their respective obligations
under this Agreement. Xerox agrees to comply with Customer's internal policies regarding security and safety at Customer
Facilities that are reasonable and customary under the circumstances and which do not conflict with the terms of this
Agreement. Customer agrees tn provide Xerox with reasonable prior written notice of such policies and any changes to
such policies. If change in Customer policy results in incremental costs to Xerox, Xerox may, upon providing notice to
Customer, pass such costs on\oCustomer.
GEN 1.2Q—MISCELLANEOUS
a. Copies of Agreement. Except as required by law, both parties agree that any reproduction of this Agreement
made by reliable means (for example, photocopy or facsimile) shall be considered an original. Xerox may retain
a hardcopy, electronic image, photocopy or facsimile of this Agreement and each (]ndar hereunder, which shall
be considered an original and shall be admissible in any action to enforce said Agreement or Order.
b. Amendment. All changes to this Agreement must be made in a writing signed byCustomer and Xerox. Any
annandrnerd of this Agreement shall not eMeo1 the obligations of either party under any then-existing Ondera,
which shall continue ineffect unless the amendment expressly states that itapplies 0msuch existing Orders. An
amendment to a Services Contract shall reference the number of the Services Contract that hamends.
c. No Waiver; Severability; Survival. The failure byCustomer orXerox to insist upon strict performance of any
of the terms and conditions in this Agreement or to exercise any rights or remedies will not be construed as a
waiver ofthe right to assert those rights or to rely on that term or condition otany time thereafter, If any
provision is held invalid byany arbitrator orany court under applicable |mvv, such provision shall be deemed to
berestated aonearly aapossible to reflect the original intention ofthe parties inaccordance with applicable law.
The remainder of this Agreement shall nannoin in full force and effect. Any terms and conditions of this
Agreement or any Order which by their nature extend beyond the termination or expiration of the Agreement or
Order will survive such termination orexpiration,
d. Independent Contractors. Xerox aho|| perform all Services hereunder in the capacity of independent
contractor and not as Customer's emp|Vyae, agent or nopnsaentedive. Xerox employees shall not be entitled to
privileges ofemployment that Customer may provide toCustomer's employees, and Xerox shall beresponsible
for payment of all unemployment, social security, federal (state and local, as necessary) and other payroll taxes
in regard to its employees involved in the performance of the Services. Neither of the partiea, nor their
respective employees orAffiliates, shall be authorized toconclude contracts inthe name ofthe other party, orto
act or appear as a representative of the other, whether in performing the Services or otherwise.
e. No Hiring. During the term of an Order under which Xerox is providing Services and for a period of one (1)
year thereafter, Customer and Xerox each agree not to hire, solicit. or employ any of the other's personnel who
Form#52888'S (2/12/2014) XEROX CONFIDENTIAL Page 1Oof16
have been engaged in the provision of services or the performance of this Agreement, unless prior written
consent imobtained from the other party, Such prohibition shall not apply iohiring aoaresult ofgeneral public
solicitations of employment. Should one ofthe parties hire the other party's personnel in violation of this
AQneennent, the violating party shall immediately pay to the other. as liquidated damages and as the mm|e
remedy for such violation, an amount equal to such personnel's then current annual compensation (or the
amount paid 0osuch person during the previous twelve (12) months inthe case ofonindependent conLnscior).
f. Assignment. Except for Xerox's assignment to an Affiliate or to a third party for the purposes of securitizing or
factoring, neither party may assign this Agreement and any Order(s) hereunder without the prior written consent
of the other party. In the event of a permitted assignment by Xerox, each successive assignee ofXerox will
have all of the rights but none of the obligations of Xerox pursuant to this Agreement. Customer will continue to
look to Xerox for performance of Xerox's obligations hereunder and Customer hereby waives and releases any
assignees of Xerox from any such claim. Customer will not assert any defense, counterclaim or setoff that
Customer may have orclaim against Xerox against any assignee of Xerox.
g. Communication Authorization. Customer authorizes Xerox or its agents to communicate with Customer by
any electronic means (including cellular phone, email, automatic dialing and recorded messages) using any
phone number(including cellular) or electronic address that Customer provides to Xerox.
h. Limitation on Charges. In no event will Xerox charge orcollect any amounts in excess of those allowed by
applicable law. Any part of an Order that would, but for this Section, be construed to allow for a charge higher
than that allowed under any applicable law, is limited and modified by this Section to limit the amounts
chargeable under such Order to the maximum amount allowed by |avv. If, in any circumstances, an amount in
excess ofthat allowed by |avv is charged or reueived, such charge will be deemed limited to the amount legally
allowed and the amount received by Xerox in excess of that legally allowed will beapplied tothe payment of
amounts owed orwill berefunded toCustomer.
i Order ofPrecedence; Entire Agreement. This Agreement, including all schedules, attachments, exhibits and
amendments hereto and the Services Contract(s) hereunder, constitutes the entire agreement between the
parties aotothe subject matter and supersedes all prior and contemporaneous oral and written agreements
regarding the subject matter hmnacf and neither party has relied on or is relying on any other information,
repreaenta1ion, discussion or understanding in entering into and completing the transactions contemplated in
this Agreement. The parties agree that except as expressly set forth inthis Agreement, in the event of any
conflict between terms and conditions, the order of precedence shall be this Agreement, the applicable Orders
under the Services Contract (excluding Customer P(}e). and the SOW or DOS, as applicable. If aterm in this
Agreement expressly provides fora term in an Order to take precedence, such provision in the Order shall
prevail to the extent of any conflict. Notwithstanding the foregoing, provisions in the General Module of this
Agreement no|o1ed to (1) Section GEN 1.8 (Intellectual Property Ownership); (2) Section GEN 1.9
(Indemnification); (3) Section GEN 1.18 (Limitation of Liability); (4) Section GEN 1'12 (Confidentiality); and (5)
Section GEN 1.3 (Taxes), will prevail over conflicting provisions in any other contractualdocument.
SERVICES MODULE
SVC 1 —TERMS AND CONDITIONS SPECIFIC TOSERVICES
In addition to the terms and conditions in the General (GEN) K8odu|e, the following terms and conditions apply to Xerox's
performance ofServices.
SVC 1'1 —SCOPE OF SERVICES
Subject to the terms and conditions of this Agreement, Services will be performed in accordance with the requirements set
forth (nanOrder. If Customer fails to perform or is delayed in performing any of its responsibilities under this Agreement,
such failure or delay may prevent Xerox from being able to perform any pad of the Services or Xerox-related activities.
Xerox shall be entitled to an extension or revision of the applicable term of the Order (which may include setting a new
expected date for commencement of Services) or to an equitable adjustment in performance metrics associated with such
failure or delay,
SVC 1.2—CHARGES FOR SERVICES
Charges for Services are set forth in the applicable Order. Charges are basad upon information exchanged between
Customer and Xerox, xvhhoh is uaaunned to be complete and acounate, and also depend upon other factors such as the
timely performance by Customer of its responsibilities. If: (a) such information should prove to be incomplete or
inaccurate |nany material respect; or(b) there |s afailure ordelay bythe Customer inperforming its responsibilities under
this Agreement or an Order which results in Xerox incurring a loss or additional cost or expense, then the charges shall be
adjusted to reflect proportionately the impact of such materially incomplete or inaccurate information or such failure or
delay. Charges that are indicated in an Order as being fixed are not subject to an annual percentage escalation for the
initial term of such Order. If Xerox provides Services partially or early (for exmnnp(e, prior hothe start ofthe initial term of
Fonn#82683-S (2/12/2014) XEROX CONFIDENTIAL Page 11 of 16
an Order), Xerox will bill Customer on a pro rata basis, based on a thirty (30) day month, and the terms and conditions of
this Agreement will apply.
SVC 1,3—USE OF SUBCONTRACTORS
Xerox may, when it reasonably deems it appropriate to do so, subcontract any portion of the Services. Xerox shall remain
responsible for any Services performed by subcontractors retained by Xerox to the same extent as if such Services were
performed byXerox. Xerox shall beCustomer's sole point ofcontact regarding the Services.
SVC 1.4—SERVICES SCOPE CHANGES
Except as otherwise set forth in an Onder, either party may propose to modify the then-existing Sun/ioea that are
described inanOrder, or0oadd new Services under a Services Contract. |fXerox determines such changes are feasible,
Xerox will prepare and propose to Customer an Order incorporating the requested changes and any related impact to the
Charges or terms. Once Customer executes and Xerox accepts the []nJer. Xerox will promptly proceed with the new
and/or revised Services in accordance with the terms of the Order and this Agreement.
SVC 1.5— EARLY TERMINATION OF SERVICES AND LABOR
Except aeotherwise set forth in a Services Contract, upon ninety (90) days prior written notice, Customer may terminate
or reduce any Services nrlabor provided pursuant to an Order without incurring early termination charges except as set
forth in the next sentence. Notwithstanding the foregoing, if any such Services or labor provided under an Order are
terminated (a) by Xerox due to Customer's default or (b) by Customer and Customer acquires similar services from
another supplier within six (G) months of the termination of such Services or |abnr. Customer shall pay all amounts due as
of the termination da1e, together with the early termination charges, for|oea of bargain and not as a pena|ty, stated in the
Order or, if not specifically stated therein, an amount equal tothe then current MMC for said terminated or reduced
Services or labor multiplied by the number of months remaining in the term of the related Ordmr, not to exceed six (S)
months.
EQUIPMENT MODULE
EOP1 —TERMS AND CONDITIONS SPECIFIC TO EQUIPMENT @,THIRD PARTY HARDWARE
In addition to the terms and conditions in the (3enens| (GEN) K8odu|e, the following Uenno and conditions apply to
Equipment and Third Party Hardware provided toCustomer.
ECJP1.1 —TERM AND DATE OF INSTALLATION
The term for each unit of Equipment shall be the term stated on the applicable Order, with the commencement date based
upon the actual Date of |natd|mdiun. If the Date of Installation for o unit of Equipment is prior to the applicable Order start
date, Xerox will bill the Customer for such Equipment on a pro rata basis, based on a thirty(30) day month, and the terms
and conditions of this Agreement and the applicable Services Contract will apply as of the Date of Installation.
EOP1.2—DELIVERY AND REMOVAL AND SUITABILITY OFCUSTOMER FACILITIES
Xerox will be responsible for all standard delivery charges for Equipment and Third Party Hardware and, for Equipment or
Third Party Hardware for which Xerox holds tiUe, standard removal charges. Non-standard delivery or removal charges
(including removal prior to the end of the term for any Equipment) will be at Cuatorno/a expense. The suitability of
Customer Facilities for installation of Equipment or Third Party Hardvva/a, including compliance with state and local
building, fire and safety codes and any non-standard state or local installation requirements, is Customer's responsibility.
EOP1.3—EQUIPMENT STATUS
Unless Customer is 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 Xerox fac\ory, adds functions and features to o product previously disassembled to a Xerox
predetermined standard, and contains new components and recycled components that are reconditioned; or (c)
"'Remanufactured," which has been factory produced following disassembly to a Xerox predetermined standard and
contains both new components and recycled components that are reconditioned. Xerox makes nurepresentations aeto
the status of any Third Party Hardware that Xerox may provide under any Order.
EQP 1.4—CONSUMABLE SUPPLIES
If specified in an Order, Xerox will provide Consumable Supplies for related Equipment. Consumable Supplies are
Xerox's property until used in the Equipment for which they are provided. Upon expiration or termination of the applicable
Order, Customer will either return any unused Consumable Supplies to Xerox at Xerox's expense when using Xerox-
supplied shipping labels. or destroy them in a manner permitted by applicable law. Xerox reserves the right to charge
Customer for any Consumable Supplies usage that exceeds Xerox's published yields by more than ten percent (10%). In
such acase, Xerox will notify Customer ofthe excess usage. Usuch excess usage does not cease within thirty (3O) days
Form#52G63'S (2/12/2014) XERDXCONF|DENT|AL Page 12mf16
after notice, Xerox may charge Customer for the excess usage. UXerox provides paper under eServices Contract, upon
thirty(30) days' notice, Xerox may adjust paper pricing or either party may terminate the provision of paper.
ECJP 1.5—USE AND RELOCATION
For any Equipment orThird Party Hardware provided by Xerox. with the exception of Purchased Equipment for which
Customer has paid in fuU. Customer agrees that: (a) the Equipment or Third Party Hardware shall remain personal
property; (b) Customer will not attach any of the Equipment or Third Party Han|vvana as a fixture to any real estate; (o)
Customer will not pledge, sub-lease or part with possession of the Equipment or Third Party Hardware or file or permit to
be filed any lien against the Equipment or Third Party Hardware; and (d) Customer will not make any permanent
alterations to the Equipment or Third Party Hardware. While Equipment or Third Party Hardware is subject to an Onder.
Customer must provide Xerox prior written notice of all Equipment orThird Party Hardware relocations and Xerox may
arrange to relocate the Equipment or Third Party Hardware at Customer's expense. While Equipment o, Third Party
Hardware is being no|oco1ed. Customer remains responsible for making all payments to Xerox required under the
applicable Order. All parts or materials m*p|acmd, including as part of an upgnade, will become Xerox's property.
Equipment or Third Party Hardware cannot be relocated outside of the U.S. until Customer has paid in full for the
Equipment or Third Party Hardware and has received title thereto. Notwithstanding anything to the contrary in the
fonsgoinA, to the extent the Equipment contains any Software, any relocation of such Equipment is subject to the terms
and conditions set forth inthe Software License Module ofthis Agreement.
EOP1.8—SUPPLIER EQUIPMENT PROVIDED
In the event Xerox provides Supplier Equipment to Customer, the following terms shall apply unless otherwise specified in
an Order:
a. Unless Supplier Equipment is purchased by Customer, Xerox (or the applicable third party vendor) shall at all
times retain title tothe Supplier Equipment. The risk of loss for the Supplier Equipment shall pass to Customer
upon delivery tothe applicable Customer Facilities. Customer will insure the Supplier Equipment against loss or
damage and the policy will name Xerox meloss payee.
b. Customer agrees to use the Supplier Equipment in accordance with, and to perfonn, all operator maintenance
procedures for the Supplier Equipment described in the applicable Documentation made available or provided by
Xerox. The Customer shall not (unless the Supplier Equipment is Purchased Equipnnent, and then only with
Xerox's prior conmerd):
i. sell, charge, let orpart with possession ofthe Supplier Equipment;
ii, remove the Supplier Equipment from Customer Facilities in which it is installed; or
iii. make any changes oradditions tothe Supplier Equipment.
o. Early Termination. Equipment is provided for a minimum order term (as specified in the applicable Order per
EOP 1.1 above). If Equipment is terminated for any reason before the end of he minimum order term, the
termination charges set forth in the applicable Order or Services Contract for such Equipment shall apply.
EQP1'T—DATA SECURITY
Certain models ofEquipment can beconfigured Lwinclude avariety ufdata security features. There may beanadditional
cost associated with certain data security features. The se|ection, suitability and use of data security features are solely
Customer's responsibility. Upon request, Xerox will provide additional information 10Customer regarding the security
features available for particular Equipment models.
EOP1.8—REMOTE SERVICES FOR EQUIPMENT
Certain models of Equipment are supported and serviced using Remote Data Access. Remote Data Access also enables
Xerox to transmit to Customer maintenance releases or upgrades for software or firmware and to remotely diagnose and
modify Equipment to repair or correct malfunctions. Remote Data will be transmitted to and from Customer in a secure
manner specified by Xerox. Remote Data Access will not allow Xerox to read, view or download any Customer data,
documents or other information residing on or passing through the Equipment or Customer's information management
systems. Customer grants the right to Xerox, without charge, to conduct Remote Data Access for the purposes described
above. Upon Xerox's request, Customer will provide contact information for Equipment such as name and address of
Customer contact and IP and physical addresses/locations of Equipment. Customer will enable Remote Data Access via
a method prescribed byXerox and Customer will provide Xerox with reasonable assistance bJallow Xerox to provide
Remote Data Access. Unless Xerox deems Equipment incapable of Remote Data Access, Customer will ensure that
Remote Data Access iamaintained a1all times Maintenance Services are being performed.
EOP1.9—REMOVAL K}F HAZARDOUS WASTE
Customer agrees to take responsibility for legally disposing of all hazardous wastes generated from the use of Third Party
Hardware nrsupplies.
Form#5280fS (2/12/2014) XEROXCONFIDENTIAL Page 13n[16
EQUIPMENT PURCHASE MODULE
EP 1 —TERB8S AND CONDITIONS SPECIFIC TO EQUIPMENT PURCHASE
In addition to the terms and conditions in the General (GEN) K4odu|e, the following terms and conditions apply to the
acquisition ofPurchased Equipment:
EP1-1 —ORDER
Orders for an outright purchase of Equipment shall include the unique Xerox-provided contract number and the number of
this Agreement onall applicable ordering documents.
EP1.2—TITLE
Title to Purchased Equipment will pass to Customer upon delivery to the applicable Customer Facilities.
EP1.3—DEFAULT
U Customer defaults under XOA for Purchased Equipment, Xerox, in addition to its other remedies (including the
cessation of Maintenance Services if applicable), may require immediate payment of all amounts then due, plus all
Transaction Taxes and applicable interest on all amounts due from the due date until paid. Customer shall also pay all
reasonable costs, including attorney's fees, incurred by Xerox to enforce this Agreement.
Ep1,4—MAINTENANCE SERVICES FOR PURCHASED EQUIPMENT
If Customer elects to receive Maintenance Sen/ices for Purchased Equipment. Customer shall do so under separate
Order under the Agreement for such Maintenance Services.
Ep1.5—AGREEMENT PROVISION EXCLUSIONS
The following Agreement provisions do not apply to Orders for an outright purchase of Equipment: GEN 1.1 c.ii—id; GEN
1.6 b—j; GEN 1.7b.1; GEN 1.11; EQp1.4; EQP 1.6.
MAINTENANCE SERVICES MODULE
MS 1 —TERMS AND CONDITIONS SPECIFIC T{JMAINTENANCE SERVICES
In addition h) the terms and conditions in the General (GEN) W1odu|*, and except as otherwise set forth in an {}nJer. the
following terms and conditions apply to the provision of Maintenance Services.
K0S1.1 —MAINTENANCE SERVICES
As port of an Order for (a) stand-alone Maintenance Services related to Purchased Equipment, or (b) Maintenance
Services related to Equipment to which Xerox does not hold title, or as a mandatory part of an Order for Equipment (other
than Purchased Equipment) that includes Maintenance Services, Xerox oradesignated service provider will provide the
following Maintenance Gon/ioaa for Equipment. K Customer is acquiring Equipment for which Xerox does not offer
Maintenance Services, such Equipment will be designated as "No Svc." This Module does not apply hz maintenance of
Third Party Hardware. Maintenance that Xerox provides on Third Party Hardware will be provided inaccordance with the
tornoe of the applicable Order. The provision of Maintenance Services is contingent upon Customer facilitating timely and
efficient resolution of Equipment issues by: (i) utilizing Customer-implemented remedies provided by Xerox; (ii) replacing
Cartridges; and (iii) providing information toand implementing recommendations provided byXerox telephone support
personnel in those instances where Xerox is not providing on-site Equipment support personnel. KanEquipment issue is
not resolved after completion of (i) through (iii) above. Xerox will provide on-site support as provided in the applicable
Order.
MS 1.2—REPAIRS AND PARTS
a. Xerox will make repairs and adjustments necessary to keep the Equipment in good working order and operating
in accordance with its written specifications (including such napa/,a or adjustments required during initial
installation). Maintenance Sen/|oea shall cover nspeina and adjustments required as result of normal wear and
tear ordefects in noadade|s or workmanship. Pada required for repair may be new, reconditioned, reprocessed o,
recovered.
b� If Xerox is providing Maintenance Services for Equipment that uses Cartridges, Customer will use only unmodified
Cartridges purchased directly from Xerox orits authorized resellers. Failure to use such Cartridges will void any
warranty applicable tVsuch Equipment, Cartridges packed with Equipment orfurnished byXerox asConsumable
Supplies will mnaod Xerox's new Cartridge performance standards and may be new, remanufactured or
reprocessed and contain new and/or reprocessed components. To enhance print quality, Cartridges for many
models of Equipment have been designed to cease functioning at a predetermined point. Many Equipment
models are designed to function only with Cartridges that are newly manufactured original Xerox Cartridges or
with Cartridges intended for use inthe U.S.
Fonn#52G03'S (2Y12/2014} XEROX CONFIDENTIAL Page 14u[16
h0S1.3—HOURS AND EXCLUSIONS
Unless otherwise set forth in an Order, Maintenance Services will be provided in areas accessible for repair services
during Xerox's standard working hours, Maintenance Services excludes repairs due to: (e) misuse, neglect orabuse; (b)
failure of the installation site or the PC or workstation used with the Equipment to ounnp|y with Xerox's published
specifications; (u) use of options, eccessoriea, or other products not serviced by Xerox; (d) non-Xerox alterations,
relocation, service or supplies; and (e) failure to perform operator maintenance procedures identified in operator manuals.
Customer agrees to furnish all referenced pads, ioo|s, and supplies needed to perform those procedures that are
described inthe applicable manuals and instructions.
8AS1.4—INSTALLATION SITE AND METER READINGS
In order to receive Maintenance Services for Equipment requiring connection to a PC or workstation, Customer must
utilize a PC or workstation that either (a) has been provided by Xerox or (b) meets Xerox"s published specifications. The
Equipment installation site must conform to Xerox's published requirements. |fapplicable, unless otherwise set forth inan
Order, Customer agrees to provide meter readings in the manner prescribed by Xerox. If Customer does not provide
Xerox with meter readings as required, for Equipment not capable of Remote Data Access, or if Remote Data Access is
intenupted. Xerox may estimate them and bill Customer accordingly.
K0S1.5—REMEDY
If Xerox is unable to maintain the Equipment as described above, Xerox will, as Customer's exclusive remedy for Xerox's
failure to provide Maintenance Gervines, replace the Equipment with an identical product or, at Xerox's o[tion, another
model with comparable features and capabilities. If replacement Equipment is provided pursuant to this Sec1ion, there
shall be no additional charge for its provision by Xerox during the initial tmnn of the Order and it shall be subject to the
terms and conditions of this Agreement and the applicable Order(s). Customer's use of non-Xerox approved
consumables that affect the performance ofthe Equipment may invalidate this remedy.
K8B1.G—END OF SERVICE
Xerox has no obligation to maintain or replace Equipment beyond the ''End of Service" for that particular model of
Equipment. End of Service ("EOS") means the date announced by Xerox after which Xerox will no longer offer
Maintenance Services for aparticular Equipment model. AnE0SEquipment List isavailable upon request.
SOFTWARE LICENSE MODULE
SW 1 —TERKN8 AND CONDITIONS SPECIFIC TO SOFTWARE
In addition to the terms and conditions in the General (GEN) Module the following terms and conditions apply to the
license and use ofSoftware and its associated Documentation.
SVV7.1 —SOFTWARE LICENSE
Xerox may provide Software to Customer pursuant 10 on Order hereunder. The following license applies to Software
provided hereunder, unless such Software is accompanied by a click-wrap or shrink-wrap license agreement or otherwise
provided subject 1oaseparate license agreement.
m. Xerox grants Customer a non'exc|uaive, non-transferable, non-assignable (by operation of law or otherwise)
Ucanem to use in the U.S.: (i) Base Software only on or with the Equipment with which (or within which) it was
delivered; and (ii) Application Software only on any single unit of Equipment, subject to Customer remaining
current in the payment of any indicated applicable Software license fees (including any annual renewal fees).
Customer has no other rights to the Software. Customer will not and will not allow its employees, ogents,
contractors or vendors to: (i) distribute, copy, modify, create derivatives of, deoonopi|a, or reverse engineer
Software except as permitted by applicable law; (ii) activate Software delivered with orwithin the Equipment in an
un-activated state, or, (iii) access or disclose Diagnostic Software for any purpose. Title to Software and all
copyrights and other intellectual property rights in Software will reside solely with Xerox and its licensors (who will
be considered third party beneficiaries of this Agreement's aVhwana and limitation ofliability provis|Vna).
b. The Base Software license will terminate: (/) ifCustomer nolonger uses orpossesses the Equipment with which
the Base Software was provided; o,(ii) upon the expiration ortermination ofany Order under which Customer has
acquired the Equipment with which the Base Software was provided (unless Customer has exercised an option to
purchase the Equipment, where amaUaNe).
o. 8o#mmne may contain code to prevent its unlicensed use and/or transfer. If you do not permit Xerox periodic
access hasuch Software, this code may impair the Equipment's and/or Software's functionality.
d. Xerox does not warrant that the Software will befree from errors orthat its operation will beuninterrupted.
SW 1.2—SOFTWARE SUPPORT
Foonv526G3'G (2y12i2014) XEROX CONFIDENTIAL Page 1Gof16
For Base Software' Software Support will be provided during the initial term of the applicable Order and any renewal
period, but not longer than five (5) years after Xerox stops taking orders for the subject model of Equipment. For
Application Software, Software Support will be provided as long as Customer iacurrent inthe payment ofall applicable
software license, annual renewal and"support on|y'fees.
o. Xerox will maintain a web-based or toll-free hotline during Xerox's standard working hours to report Software
problems and answer Software-related questions. Xerox, either directly orwith its vendors, will make reasonable
efforts to: (i) assure that Software performs in material conformity with its Documentation; (ii) provide available
workarounds or patches to resolve Software performance problems; and (iii) resolve coding errors for (1) the
current release and (2) the previous release for a period of six (G) months after the current release is made
available to Customer. Xerox will not be required to provide Software support U Customer has modified the
Software.
b. Xerox may make available new releases of the Software that are designated as "Maintenance Releases" or
"Updates." Maintenance Releases or Updates are provided at no charge and must be implemented within six (6)
months after being mode available to Customer. Each Maintenance Re/ease or Update shall be considered
Software governed by these terms. Feature Releases will be subject to additional license fees at Xerox's then-
current pricing and shall be considered Software governed by these terms
hmn'uurnentphoingandshoUbeconsidenadSoftvamagovernmdbytheseterms and conditions (unless otherwise noted
in an Order). Implementation of a Maintenance Release, Update or Feature Release may require Customer to
procure, at its expense, additional hardware and/or software from Xerox or another entity. Upon installation cfa
Maintenance F\o|eoae, Update or Feature Release, Customer will return or destroy all prior Maintenance
Releases, Updates orFeature Releases.
c. Xerox may annually increase Software license fees and support fees for Application Software.
SVV1.D—DIAGNOSTIC SOFTWARE
Diagnostic Software and method of entry or access to it constitute valuable trade secrets ofXerox. Title tothe Diagnostic
Software shall o1all times remain solely with Xerox and Xerox's licensors. Xerox does not grant Customer olicense or
right to use the Diagnostic Software. Customer will not use, naproduoe, distribute, ordisclose the Diagnostic Software for
any purpose (or allow third parties to du so). Customer will allow Xerox reasonable access to the Equipment during
Customer's normal business hours to remove or disable Diagnostic Software if Customer is no longer receiving
Maintenance Services from Xerox.
SVV1.4—THIRD PARTY SOFTWARE
Third Party Software is subject to license and support terms provided by the applicable Third Party Software vendor.
IN WITNESS WHEREOF,the parties have executed this Agreement on the dates set forth below intending it to become
effective onthe Effective Date and thereby agreeing toits terms.
CITY OF REDLANDS _1'1,,-XEROX CORPORATION
,-d
Signature Signature
.4 A4ffy-P4PAws
Name(please print) Name
Tide Title
Address Address
~— 6
S
Fonn#526a3-g/;2/12x210114> XEROX CONFIDENTIAL Page 18mf16
Fin(y Amendment xerox
Z�
THIS FUNDING AMENDMENTnumbar 1 ("Amendment") amends Agreement No. 7078493 ("Agreement') between City of Redlands
("Customer")and Xerox Corporation("Xerox")as follows.
1 The following section is added to the Agreement:
"Funding.This provision is applicable to governmental entities only. Customer represents and warrants that all payments due and to
become due during Customer's current fiscal year are within the fiscal budget of such year and are included within an unrestricted and
unencumbered appropriation currently available for the acquisition of the Products,and it is Customer's intent to use the Products for
the entire initial term and to make all payments required under the Agreement or an Order. If (a) through no action initiated by
Customer, Customer's governing body does not appropriate funds for the continuation of the Agreement or an Order for any fiscal
year after the first fiscal year and has no funds to do so from other sources, and (b) Customer has made a reasonable but
unsuccessful effort to find an assignee within Customer's general organization who can continue the Agreement or an Order, the
Agreement or the Order may be terminated. To effect this termination, Customer must, 30-days prior to the beginning of the fiscal
year for which Customers governing body does not appropriate funds for the upcoming fiscal year, notify Xerox that Customer's
governing body failed to appropriate funds and that Customer has made the required effort to find an assignee. Customer's notice
must certify that canceled Equipment is not being replaced by equipment performing similar functions during the ensuing fiscal year.
Customer agrees to release the Equipment to Xerox and,when returned,the Equipment will be in good condition and free of all liens
and encumbrances. Customer will then be released from any further payments obligations beyond those payments due through the
end of the funded fiscal year."
2. Capitalized terms not defined in this Amendment have the meaning assigned to them in the Agreement. Except as set forth in this
Amendment, the Agreement and Order will remain as stated. In the event of a conflict between the terms and conditions of the
Agreement and this Amendment,the Amendment will control.
IN WITNESS WHEREOF,duly authorized representatives of Customer and Xerox have executed this.Amenclment.
CITY PREDLANDS
X ER7GO ATION
By; JV1 By:
Name:
ame:
Title: Title:
...... ....
Date: Date:
ATTEST:
Sam Itrain, City Clerk
Form#52646(1/25/12)
XEROX C"ONFIDENTIAL
Customer: CITY OF REDLANDS
,—Services & SoWtions Order Bill To: CITY OF REDLANDS xerox
ATTN:ACCTS PAYABLE
under Services Contract:r 7078493-001
35 CAJON ST
REDLANDS,CA 92373-4746
Xerox Office Services(XOS) XOS is a managed print service that optimizes the office output infrastructure.It establishes a balanced deployment of devices providing information security,regulatory compliance,and
Iveemptive*AvwC,w eE'abk%Cotitinuous immovernent and business pocess innovation.
A q r m c,P Pric:nq plyrile')!
Term Total for this Order Taxing Information
5/6/2014-5/5/2019(60 Months) Net Monthly Minimum Charge $499.62 Tax I D#xxxxxxxxx
Additional Impression Charges See Meter Pricing Plan
Issued per Services and Solutions Agreement# (additional to Monthly Minimum Charge)
7078493
Attachments to this Order
• Pool Plan Document - SSO Addendum 56050
• Invoice Presentment SOW 52546 - Statement of Work 52523
Your signature Indicates your agreement to the items and pricing in this Ord
ATTEST:
Saner:Pete Aguilar Sam jrWjnppone:90S-T5j-5Kt- Agreement Presented by: Phone:99&4+@g91
City Clerk
Gummm AtOwteed Sqnaftn:. Xerox Auffiwzed SqWwe: Date:
WU 188873 DMA 413012014 2:23:14 PM Confidential-C" tt-2008 XEROX CORPORATION,AN qfts reserved Page 1 of 11
0075444110010110
44111111
Services&Solutions Order Xerox lop
under Services Contract# 7078493-001
Wox Equipmen?
Soflwary Addcd Meter P,icn,-,Ps.-in (staples included for equipment with a stapling feature)
h: Ada t o"'.1 M od i I i c a t i c n
I M 1)r C,S'�:0 rl'; Pia-,Fmturi�s to P!1C.
Pia n deW.4!eT mprr:ssimn C-;,irqF, Pr2cing
-Quarterly Meter
1.W7845PT(W7845PT TANDEM) 1:BLACK Per Pool Pian 65043 Per Pool Plan Reconciliation
-Customer Ed Fixed Price
Analyst Services Consumable N XRX
2:COLOR 3,250 N/A $0.0650
Supplies Included
-Quarterly Meter
2.W7845PT(W7845PT TANDEM) 1:BLACK Per Pool Plan 65043 Per Pool Plan Reconciliation
-Customer Ed -Fixed Price
-Analyst Services -Consumable N XRX
2:COLOR 3,250 NIA $0.0650 Supplies Included
Quarterly Meter
3.W7845PT(W7845PT TANDEM) 1:BLACK Per Pool Plan 65043 Per Pool Plan Reconciliation
-Customer Ed -Fixed Price
-Ana"Services 2:COLOR 3,250 N/A $0.0650 Consumable N XRX
Supplies Included
Quarterly Meter
4.W7845PT(W7845PT TANDEM) 1:BLACK Per Pool Plan 65043 Per Pool Plan Reconciliation
-Customer Ed Fixed Price
Analyst Services Consumable N XRX
2:COLOR 3,250 NIA $0.0650 Supplies Included
Quarterly Meter
5.WC7775P(WORKCENTRE 7775) 1:BW Per Pool Plan 65043 Per Pool Plan Reconciliation
-Customer Ed Fixed Price
-Analyst Services 2:COLOR 4,500 N/A $0.0650 Consumable N XRX
Supplies Included
............... --------
Quarterly Meter
6.WC7775P(WORKCENTRE 7775) 1:BW Per Pool Plan 65043 Per Pool Plan Reconciliation
-Customer Ed Fixed Price
-Analyst Services 2:COLOR 15,000 NIA W0650 Consumable N XRX
Supplies Included
WU 188873 DMA 4/3012014 2:23:14 PM Cor Wrytial-CopyroO 2008 XEROX CORPORATION,AN rights reserved Page 2 of 11
0075444110020110
Services&Solutions Order
xerox
under Services Contract# 7078493-001
(staples included for equipment with a stapling feature)
Quarterly Meter
7.WC5335PT(WC5335 PRINTRITANDEM) Reconciliation
-Customer Ed 1:Meter 1 Per Pool Plan 65043 Per Pool Plan -Fixed Price
-Analyst Services Consumable N XRX
Supplies Included
Quarterly Meter
8.WC5335PT(WC5335 PRINTR/TANDEM) Reconciliation
-Customer Ed 1:Meter 1 Per Pool Plan 65043 Per Pool Plan Fixed Price
-Analyst Services Consumable N XRX
Supplies Included
Quarterly Meter
9.WC5335PT(WC5335 PRINTRITANDEM) Reconciliation
-Customer Ed 1:Meter 1 Per Pool Plan 65043 Per Pool Plan -Fixed Price
Analyst Services Consumable N XRX
Supplies Included
-Quarterly Meter
10.WC5335PT(WC5335 PRINTR/TANDEM) Reconciliation
-Customer Ed 1:Meter 1 Per Pool Plan 65043 Per Pool Plan -Fixed Price
-Analyst Services -Consumable N XRX
Supplies Included
-Quarterly Meter
11.WC5335PT(WC5335 PRINTRITANDEM) Reconciliation
-Customer Ed 1:Meter 1 Per Pool Plan 65043 Per Pool Plan Fixed Price
Analyst Services Consumable N XRX
Supplies Included
•Quarterly Meter
Reconciliation
12.WC5335PT(WC5335 PRINTRITANDEM) 1:Meter 1 per Pool plan 65043 Per Pool Plan Fixed Price
Consumable N XRX
Supplies Included
WO 188873 DMA 4/30/2014 2:23:14 PM CoMdm ial-Copyright°2008 XEROX CORPORATION,All reserved Page 3 of 11
0075444110030110
Services&Solutions Order X�fox
under Services Contract k 7078493-001
(staples included for equipment with a stapling feature)
Quarterly Meter
13.WC5335PT(WC5335 PRINTRITANDEM) Reconciliation
-Customer Ed 1:Meter 1 Per Pool Plan 65043 Per Pool Plan Foxed Price
Analyst Services Consumable N XRX
Supplies Included
----- --_—_ ._-
Quarterly Meter
14.WC5335PT(WC5335 PRINTR/TANDEM) Reconciliation
-Customer Ed 1:Meter 1 Per Pool Plan 65043 Per Pool Plan -Fixed Price
-Analyst Services -Consumable N XRX
Supplies Included
-Quarterly Meter
15.WC5335PT(WC5335 PRINTR/TANDEM) Reconciliation
-Customer Ed 1:Meter 1 Per Pool Plan 65043 Per Pool Plan -Fixed Price
-Analyst Services Consumable N XRX
Supplies Included
Quarterly Meter
16.WC5335PT(WC5335 PRINTRlfANDEM) Reconciliation
-Customer Ed 1:Meter 1 Per Pool Plan 65043 Per Pool Pian -Fixed Price
-Analyst Services Consumable N XRX
Supplies Included
Quarterly Meter
17.WC5335PT CWC5335 PRINTR/TANDEM) Reconciliation
-Customer Ed 1:Meter 1 Per Pool Plan 65043 Per Pool Pian -Foxed Price
Analyst Services Consumable N XRX
Supplies Included
-Quarterly Meter
18.WC5335PT(WC5335 PRINTR/TANDEM) Reconciliation
-Customer Ed 1:Meter 1 Per Pool Plan 65043 Per Pool Plan Fixed Price
-Analyst Services Consumable N XRX
Supplies Included
WU 188873 DMA 4/30/2014 2:23:14 PM Corfickmftl-Copyright-2008 XEROX CORPORATION,AA roxs reserved Page 4 of 11
0075444110040110
Services& Solutions Order xe rox
under Services Contract N 7078493.001
(staples included for equipment with a stapling feature)
P!, Pricing
Quarterly Meter
19.WC5335PT(WC5335 PRINTRITANDEM) Reconciliation
-Customer Ed 1:Meter 1 Per Pool Plan 65043 Per Pool Plan Foxed Price
Analyst Services Consumable N XRX
Supplies Included
Quartedy Meter
20.WC5335PT(WC5335 PRINTR/TANDEM) Reconciliation
-Customer Ed 1:Meter 1 Per Pool Plan 65043 Per Pool Plan -Fixed Price N XRX
-Analyst Services Consumable
Supplies Included
-- — Quarterly Meter
21.5855APT(5855A PTICOPATRA1) Reconciliation
-Customer Ed 1:BLACK Per Pool Plan 65043 Per Pool Plan Foxed Price
Analyst Services Consumable N XRX
Supplies Included
Quarterly Meter
22.5855APT(5855A PT/COP/4TRA`) Reconciliation
Customer Ed 1:BLACK Per Pool Plan 65043 Per Pool Plan -Fined Price
Analyst Services Consumable N XRX
Supplies Included
Quarterly Meter - — ---- -
23.W7845PT(W7845PT TANDEM) 1:BLACK Per Pool Plan 65043 Per Pool Plan Reconciliation
-Customer Ed -Fixed Price N XRX
-Analyst Services -Consumable
2:COLOR 3,250 N/A $0.0650 Supoies Included
Quarterly Meter
24.5855APT(5855A PT/COPATRA`) Reconciliation
Customer Ed 1:BLACK Per Pawl Plan 65043 Per Pool Plan Foxed Price
Analyst Services Consumable N XRX
Supplies Included
WU 188873 DMA 4/3 01201 4 2:23:14 PM Confidential-CW rght-M8 XEROX CORPORATION,AN rights reserved Page 5 of 11
0075444110050110
Services&Solutions Order xe rox
under Services Contract# 7078493-001
(staples included for equipment with a stapling feature)
•Quarterly Meter Pncing
25.5855APT(5855A PTICOPATRAl) Reconciliation
Customer Ed 1:BLACK Per Pool Plan 65043 Per Pool Plan -Fixed Price
Analyst Services Consumable N XRX
Supplies Included
--- - - --- - -— — ----__— - --- — ----- — — — -- - _Quarterly Meter
26.W7845PT(W7845PT TANDEM) 1:BLACK Per Pool Plan 65043 Per Pool Plan Reconciliation
-Customer Ed
-Fixed Price
-Analyst ServicesN XRX
2:COLOR 3,250 N/A $0.0650 Supplies Included
Quarterly Meter
27.WC7775P(WORKCENTRE 7775) Reconciliation
-Customer Ed 1:BW Per Pool Plan 65043 Per Pool Plan -Fixed Price
-Analyst Services 2:COLOR 3,500 NIA $0.0650 -Consumable N XRX
Supplies Included
-- Quarterly Meter
28.WC7775P(WORKCENTRE 7775) 1BW PReconciliation
-Customer Ed : �Pool Plan 65043 Per Pool Plan Fixed Price
-Analyst Services 2:COLOR 3,500 NIA $0.0650 Consumable N XRX
Supplies Induded
WU 188873 DMA 4IM014 2:23:14 PM Confidential-Coppg0 2008 XEROX CORPORATION,AB ruts reserved Page 6 of 11
0075444110060110
Services& Solutions Order --a"xerox
under Services Contract# 7078493-001
xemm Equipmem
Soft�iare Re movcd or Ch�)otjvd
Des�"iptio:, -
10"Nilter 'I pe
;Tern
1.LXW324700:W7346P Data Avallable Trade XRX
Upon Request
2.RAX000503:DOCSHR EXPRESS Data Available Trade XRX
Upon Request
3,XKP540622:WC7545P Data Available Trade XRX
Upon Request
4.LXW324872:W7346P Data Available Trade XRX
Upon Request
5.LXW324881:W7346P Data Available Trade XRX
Upon Request
6.LXW324906:W7346P Data Available Trade XRX
Upon Request
7.VDR003572:W7675P Data Available Trade XRX
Upon Request
8.VXWO02016:WC5135 Data Available Trade XRX
Upon Request
9,VXWO05692:WC5135 Data Available Trade XRX
Upon Request
............... ------ ......
10.VXWO02034:WC5135 Data Available Trade XRX
Upon Request
...............................................................................
11.VXWO02037:WC5135 Data Available Trade XRX
Upon Request
12.VXWO02075:WC5135 Data Available Trade XRX
Upon Request
WU 188873 DMA 4/3012014 2:23:14 PM Confiduttial-Copyrights 2008 XEROX CORPORATION,All rots reserved Page 7 of 11
0075444110070110
Services&Solutions Order
under Services Contract# 7078493-001 xe ra
item
13.VXWO02087:WC5135 Data Av Available Trade XRX
Upon14.VXWO02089:WC5135 Data Available Trade XRX
Upon Request
15,VXWO02092:WC5135 DRequest
ata Ava ble Trade XRX
Upon
16.VXWO02111:WC5135 Data vailable Trade XRX
Pon Request
17.VXWO02120:WC5135 Data Available Trade XRX
Pon eq
18.VXWO02127:WC5135 Data Available Trade XRX
UponRequest
19.VXWO02128:WC5135 Data Available Trade XRX
Upon Request
20.VXW002129:WC5135 Data Available Trade XRX
Upon Request
21.VXWO02673:WC5135 Data vailable Trade XRX
Pon Request
22.VXX000921:WC5150 Data Available Trade XRX
Upon Request
23.VXX000930:WC5150 Data Available Trade XRX
Uponequest
24.VXX000931:WC5150 Data Available
ablet Trade XRX
Pon eq
WU 188873 DMA 4/30/2014 2:23:14 PM Confidm ial-CWIngk-0 2008 XEROX CORPORATION,A®risks reserved Page 8 of 11
0075444110080110
Services&Solutions Order xerox
under Services Contract# 7078493-001
Sotl v,pre R(-moved or Chai wd
P c<'1 Trjnsactun.
Pt O'l
tern Y
25.VXXOD0933:WC5150 Data Available Trade XRX
Upon Request
&VXX000934:WC5150 Data Available Trade XRX
Upon Request
27.VXX000939:WC5150 Data Available Trade XRX
Upon Request
28.WTM784274:WC5665 Data Available Trade XRX
Upon Request
29.WTM003679:WC5665 Data Available Trade XRX
Upon Request
staffing I
S*,rvic(�s Arf(k-d
s. F('.1tLJrCG
Support for Services Provided Fixed Price
ddithan it WW�Addd
Products.OF Serv,ces
D
-todifocal On to
:tem PnOT PFiCiF39 I
1.Xerox Professional Services Professional Services T - FixedPric, Y
WU 188873 DMA 4130014 2:23:14 PM Confidential-Copyright*2008 XEROX CORPORATION,All Vas reserved Paye 9 of 11
0075444110090110
Services&Solutions Order xerox ._
under Services Contract a 7078493-001
1.Staffing and Management Services Caldomia(Los Angeles,Palo NIA Removal
Ako),Average AOM
2.Staffing and Management Services Caltomia(Los Angelos,Palo NIA Removal
Alto),Client Associate,2b
3,Value-Added Product or Service Xerox Professional Services Professional Services Refinanced
NN 188873 IMtA 4/30(2014 2:23:14 PM Corltidential-C"tx®2008 XEROX CORPORATION.Ai nq%reserved Page 10 of 11
0075444110100110
�
Services&Solutions Order XE'rt'3X
under Services Contract# 7078493-001
The following terms and conditions are in addition to those at the SSA.In the event of a conflict between tenni and
conditions,the order of precedence will be the SSA,this SSO and the applicable SOW,except where expressly
stated otherwise in the SSA.
MODIFICATION OF PRIOR AGREEMENT:This Order modifies a prior agreement between you and Xerox for one
or more of the Products identified herein.You may be charged a one-time administrative/processing fee per
modified unit for the modification of the prior agreement,which fee will be financed under this Order.
QUARTERLY METER RECONCILIATION:Each month Customer will be billed for the then-current Monthly
Minimum Charge(s)under an Order.The number of'Monthly Impressions In Plan"will count towards a Quarterly
Minimum Volume(calculated as three(3)times the Monthly Ingressions In Plan)for Equipment installed under the
SSO.At the end of each"Quarterly Period",(defined as the three(3)consecutive months beginning in January,
April,July and October),Xerox will bill Customer for impressions produced in excess of the Quarterly Minimum
Volume, at the Additional Impression Charge set forth in an Order. In the event that the total number of
impressions produced in a quarter is less than the Quarterly Minimum Volume,Customer agrees to pay the
Quarterly Minimum Volume,Xerox will bill Customer for partial quarters on a pro rata basis.
EARLY TERMINATION:As per the Early Termination provision in the SSA,for every Order under this Services
Contract number 7078493-001,you shall pay early termination charges as noted herein.ff,prior to the end of the
term of an Order hereunder,you terminate Equipment,require Equipment be removed or replaced or Xerox
terminates an Order due to your default,you shall pay all amounts due Xerox as of that date,together with the
Xerox-calculated monthly equipment component("MEC"),which is available upon request and includes a
disengagement charge,for all affected Equipment multiplied by the number of months remaining in said Order.In
addition,you shall either make the subject Equipment(in the same condition as when delivered,reasonable wear
and tear excepted)and its Software available for removal by Xerox when requested to do so or purchase the
subject Equipment"AS IS,WHERE IS"and WITHOUT ANY WARRANTY AS TO CONDITION OR VALUE by
paying Xerox the Fair Market Value("FMVJ of the Equipment at the conclusion of its term.
WU 188873 DMA 4130!2014 2:23:14 PM CoMden6al-CWyrigtt-2008 XEROX CORPORATION,AD rights reserved Page 11 of 11
0075444110110111
xerox
THIS ADDENDUM (Addendum") amends each Services & Solutions Order ("SSC}") under Services Solutions
Agreement ("SSA") Number 7078493 between the City of Redlands ("Customer") and Xerox Corporation ("Xerox").
Customer and Xerox agree that the following is added to each SSO:
"Upon expiration of the term set forth in the applicable SSO, the SSO shall continue in effect until either (1) the
SSO is expressly renewed by mutual agreement of the parties, or (2) it is terminated by either party on 30 days
written notice. Alternatively, Customer shall have the right to renew the SSO for up to five additional twelve-
month terms,subject to annual approval by Customer's city council."
XEROX CORP ATION CITY OF REDLANDS
3&By: 6y:
Name: Name: f � `
Title: Title:
Date: l Date: _
ATTEST:
Sam Irvin, =City Clerk
Redlands, California
a Customer: CITY OF REDLANDS
Bill To: CITY OF REDLANDS x „rox .
underContract 7078493-001ATTN:ACCTS PAYABLE
35 CAJON ST
REDLANDS,CA 92373-4746
48383 h/w Terminated Black&White Quarterly 5/1/2014 WA WA WA
�.-- — - - --- —
-----------------------... --- -- — — --
' 84883 Black&White New Black&White Quarterly 5!1/2014 28 115,600 $0.0050
The Equipment and pricing for the pool plan'activity'identified above,are subject solely to the terms of the identified Services Contract#,and this Pool Plan
You signature indicates your agreement to the terns and pricing in this Pool Ptap
ATTEST: ��'� �t fu �js/�'L '�k-!
Signer:Pete AgudU )Sam Irwin, Pune:909-753-5800 Agreement Presented by: _ Phone:98991t)b799
J+ City Clerk 57_
Customer Nahorized ause_ � Date_ �i Xerox lurtharized vz� � Die:
WU 188873 411812014 3:48:44 PM Confidential-Copyrigita 2008 XEROX CORPORATION,A8 r4%reserved Page T of 4
0063422090010040
Pool Plan xerox
under Services Contract# 7078493-001
Pool Identifier: 48383
Pool Name: blw
Pool Meter Type: Black&White
RpfnQvvd from Pool
:tem D E's C r t 0 ri
1. W7346P LXW324700 17. W5135PT VXWO02129
2. W7346P LXW324872 18. W5135PT VXWO02673
----------
3. W7346P LXW324881 19. W5135PT VXWO05692
4. W7346P LXW324906 20. W515OPT VXX000921
5. W7675P VDR003572 21. W515OPT VXX000930
6. W5135PT VXWO02016 22. W515OPT VXX000931
-----------
7. W5135PT VXWD02034 23. W515OPT VXXOM933
8. W5135PT VXWO02037 24. W515OPT VXX000934
9. W5135PT VXWO02075 25. W515OPT VXX000939
—--------------
10. W5135PT VXWO02087 26, W5687PT WTM003679
11. W5135PT VXWO02089 27. W5665PT WTM784274
12. W5135PT VXWO02092 28, W7346P XKPSW22
13. W5135PT VXWO021 11
14. W5135PT VXWO02120
15. W5135PT VXWO02127
16. W5135PT VXWO02128
WU 188873 4118/2014 3:48:44 PM ConlidMial-CWffkptc 2008 XEROX CORPORATION,AN roils reserved Page 2 of 4
0063422090020040
Pool Plan xerox
under Services Contract# 7078493-001
�,�
Pool identifier: 64863
Pod Name: Black&While
Pool Meter Type: Black&White
Xerox Equipment In Pri-ol Xorcix Equipment In Pool
m7Eciu rl.lf)t A0d1d no-
C.,
Or 'r
Equ!pri-ent A E a-o pm e,il Add d r r
I I c�l nsliliec.
17. WC5335PT Pending Delivery Added
1. W7845PT Pending Delivery Added
2. W7845PT Pending Delivery Added .18. WC5335PT Pending Delivery Added
3. W7845PT Pending Delivery Added 19. WC5335PT Pending Delivery Added
4. W7845PT Pending Delivery Added 20. WC5335PT Pending Delivery Added
5. WC7775P Pending Delivery Added 21. 5855APT Pending Delivery Added
--—--- -----
6. WC7775P Pending Delivery Added 22, 5855APT Pending Delivery Added
7. WC5335PT Pending Delivery Added '23. W7645PT Pending Delivery Added
-----------------'-7----------- - --,- -- --- - ------ -- --- - - -- --+.___.__---.__. -------- -- - - -_--_--
8. WC5335PT Pending Delivery Added :24. 5855APT Pending Delivery Added
9. WC5335PT Pending Delivery Added 25. 5855APT Pending Delivery Added
10. WC5335PT Pending Delivery Added 26. W7845PT Pending Delivery Added
11. WC5335PT Pending Delivery Added 27. WC7775P Pending Delivery Added
-----------
12. WC5335PT Pending Delivery Added 28. WC7775P Pending Delivery Added
13. WC5335PT Pending Delivery Added
14. WC5335PT Pending Delivery Added
15. WC5336PT I Pending Delivery Added
...........
16. WC6336PT Pending Delivery Added
WU 188873 411812014 3:48:44 PIA Confidential-Copyrkjhtc 2008 XEROX CORPORATION,Ali nq%reserved Page 3 of 4
0063422090030040
Pool Plan Xefax
under Services Contract# 7078493.0011
1. THE POOL PLAN modifies the Services Contract,entered into between Customer and Xerox and identified by its 6. POOL PLAN CREATION AND MODIFICATIONS:The Pool Plan Effective Date will be h the date shown on the
10-digit Services Contract number on the Pool Plan documents.This Pool Plan and the Services Contract face of the Pool Plan documents,or(i7 the installation date of the Cast newly placed unit of Xerox Equipment In
constitute the entire agreement as to the pool(s)identified herein,and supersedes all other oral and written Pool-at the inception of a pool,whichever is later.
agreements regarding said pool(s).Except as set forth in this Pool Plan,the Services Contract will remain as a. NEW POOL OR ADDITIONS TO POOL:When a pool is created or when Equipment is added to a pool the
stated.In the event of a conflict between the terms of the Services Contract and this Pool Plan,this Pool Plan will Equipment will be invoiced using its pool AIC in effect at the end of that MRP.
control. b, REMOVALS FROM POOL:When a unit of Equipment is removed from a pool and its SSO,the Equipment will
be unvoiced using its pool AIC in effect at the end of the previous MRP.When a unit of Equipment is removed
2. DEFINITIONS:Any term not defined below for this Pool Plan will be as set forth in the SSA or SSO.As used from a pool and continues under As SSO,it will revert to 4s SSO AIC,exclusive of any Pool Plan,beginning on
herein,the following terms will have these meanings: the fast day of the MRP during which the Equipment is removed from the pool.
a. "Additional Impression Charge'or'A1C'means the charge for each impression above the Monthly c. TERMINATION OF A POOL: Either party may terminate a pool upon 30 days prior written notice.A
Impressions Included in Ptan, modification resulting in less than 2 units in a pool will be a termination of that pool.When a pool is terminated
b. 'Meter Reconciliation Period"('MRP")means the frequency with which the actual impressions made on and the Equipment is removed from its SSO,the Equipment will be invoiced using its pool AIC in effect at the
Pooled Equipment are compared to the Monthly Impressions included in Plan for invoicing purposes.Each end of the previous MRP.When a pool is terminated and the Equipment continues under its SSO it will be
pool may only have one MRP. invoiced using its then current SSO AIC.
c. 'Pool Plan"means a specific pricing arrangement for impressions for 2 or more units of Equipment,with d. TRANSFERRING EQUIPMENT FROM ONE POOL TO ANOTHER POOL:When Equipment is transferred
applicable terms and conditions.Muthple Pool Identifiers may exist under a Services Contract. from one pool to another pool,the Equipment will be invoiced for the entire MRP using the receiving pool s
d. "Xerox Equipment In Poor or*Pooled Equipment'means the Equipment set forth in the Xerox Equipment In AIC in effect at the end of that MRP.
Pool table as shown in the Pool Plan documents.An updated Xerox Equipment In Pool table will be issued
with each modification to a Pool Plan.Each pool will be identified by a Pool ID.Equipment with both Black& 7. EQUIPMENT TERMINATION:When a unit of Equipment in a pool is terminated,Customer will be invoiced for that
White and Color meters may contribute to more than one pool.Multiple pools may exist under a Services unit as set forth in this Pool Pian and for any other applicable charges as set forth in the SSA or Services Contract.
Contract
e. "Monthly Impressions Included in Plan",as shown in the Pool Pian documents,indicates the monthly level of
impressions that rrwst be exceeded on the Pooled Equipment before the AIC becomes billable.
f. "SSO AIC'means the charge for each impression above the'Monthly Impressions In Plan",as shown in the
SSO documents included for each unit which is outside the Pool Plan.
g. "Quarterly'means calendar quarters of 3 consecutive months beginning in January,April,July and October.
3. PRICING The MMC for each unit of Pooled Equipment will be as set forth in a Services Contract.The AIC pricing
for a pool is based on Pooled Equipment that is physically installed or pending delivery.The"Monthly Impressions
Included in Plan"and the AIC will be revised as Equipment is added to or removed from a pool.Unless the units'
'Plan Features'indicate"Fixed Price',Xerox may annually adjust the AIC.(For state and local government
customers,this adjustment wig take place at the commencement of such Customer's annual contract cycles).
4. BILLING The unit MMCs for Pooled Equipment will be invoiced monthly.The AIC will be invoiced in arrears based
on the frequency of the MRP.
S. QUARTERLY RECONCILIATION:If the MRP is Quarterly,Xerox will Invoke the AIC at the end of each quarter
for impressions in excess of 3 tines the Monthly Impressions Included in Plan.Partial quarters will be invoiced on
a pro rata basis,based on a 30-day billing month.
WU 188873 4/18/2014 3:48:44 PM Confidential-Cope 2008 XEROX CORPORATION.Ali Vits resmed Page 4 of 4
0063422090040041