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SERVICES AND SOLUTIONS AGREEMENT xerox
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THiS SERVICES AND SOLUTIONS AGREEMENT ("Agreement" or "SSA"), which bears SSA No. 7078493, is entered by and between City of
Redlands("Customer"}and Xerox Corporation("Xerox"),
1. SCOPE. The acquisition of(i)"Services"(collectively managed services and consultative services), (ii)Xerox-brand equipment("Equipment"),
third party hardware ("Third Party Hardware"), Xerox-brand software ("Software") and/or third party software ("Third Party Software") (collectively
"Products")and/or(iii) Maintenance Services by Customer(or"you") is subject to the prices and terms and conditions set forth in this Services and
Solutions Agreement("SSA"). Services, Products, and Maintenance Services are,collectively, "Offerings".
2. SERVICES GUARANTEE. Xerox will provide the Services set forth in each Order and, if the Services do not comply with the service levels
set forth in a Statement of work("SOW")during its term, Customer agrees to notify Xerox in writing detailing its concerns regarding the same. No
later than ten (10)days following Xerox's receipt of said notice, Xerox and Customer agree to meet,clarify the Customer's concern(s)and begin to
develop a corrective action plan ("Plan") to remedy such alleged non-compliance. As Customer's exclusive remedy for Xerox's non-compliance,
Xerox, within sixty(60)days of finalizing the Pian or a time period as otherwise agreed to in writing by the parties, will either modify such Services
so they are compliant with such SOW or re-do the work at no additional charge. For California locations, you will legally dispose of all hazardous
wastes generated from use of Third Party Hardware or supplies.
3. ORDERS.
a. Services and Deliverables provided by Xerox will be set forth in one or more Services and Solutions Orders ("SSO") which will be mutually
agreed upon and signed by the Customer. SSOs assigned the same 10 digit number constitute a "Services Contract". Unless otherwise
provided in a SSO, terms and conditions in a SSO that is part of a Services Contract shall be applicable to all SSOs constituting that Services
Contract. Customer may also issue purchase orders to Xerox for order entry purposes only, specifying Customer's requested shipment date,
installation site, quantities, bill-to address, services description and term, and applicable Trade-In Equipment. Such purchase orders shall
incorporate and be subject solely to the terms and conditions of the applicable Services Contract, notwithstanding anything contained in any
such purchase order at variance with or in addition to the applicable Services Contract. Any SSO or Customer-issued purchase order shall be
an individual order("Order")hereunder and, irrespective of its form, must reference the contract number of the applicable Services Contract.
b. Orders may be submitted via hard copy or electronic means and those submitted electronically by Customer shall be considered for all purposes
to(i) be a"writing"or"in writing"; (ii) be"signed"; (iii)constitute an "original"when printed from electronic records established and maintained in
the ordinary course of business; and, (iv)be valid and enforceable.
4. TERM.
a.This SSA shall commence on the date it is accepted by Xerox, and shall continue for a period of 60 months unless terminated earlier by either
party upon not less than ninety(90)days prior written notice to the other party. In the event this SSA expires, or either party elects to terminate
this SSR, each Order hereunder shall remain in full force and effect until the end of its term(including any renewals or extensions thereto)or it is
terminated, and shall at all times be governed by the terms and conditions of this SSA as if it were stili in effect.
b.The term of each SSO hereunder shall be set forth under the heading "Term" in the "Order Summary"area on the face of said SSO, and shall
continue for the term stated. If an Order is terminated,the term of any remaining Orders shall continue unaltered.
c. Unless either party provides notice at least thirty(30)days before the end of the term of any Order hereunder of its intention not to renew same,
it will continue on a month-to-month basis at the same price and on the same terms and conditions set forth in said Order. During said
continuation, either party may terminate such Order on at least thirty(30)days notice.
5. PERSONNEL. Xerox agrees to comply with your internal policies you provide to Xerox in writing for security and safety that are reasonable
and customary under the circumstances, and that do not conflict with this SSA, You will provide Xerox with reasonable prior notice of such policies
and any changes thereto. Neither party shall, directly or indirectly, actively solicit the employment of the other party's staff providing Services
hereunder, which includes Xerox's agents, and their supervisors during the term of this SSA and for a period of one (1) year thereafter.
Employment arising from inquiries received via advertisements in newspapers,job fairs, unsolicited resumes or applications for employment shall
not be considered active solicitation. The sole remedy of a party for breach of this restriction is to receive payment, as liquidated damages and not
as a penalty, from the defaulting party equal to the individual's then current annual salary (or the fees paid to an agent in the past twelve (12)
months),within thirty(30)days of the start date of the individual. Xerox is an independent contractor hereunder,
6. ELIGIBLE SUBSIDIARIES. Xerox will also provide Offerings subject to this SSA to Customer's domestic subsidiaries and affiliates of which
more than fifty percent(50%)of the stock entitled to vote for election of members to such subsidiary's or affiliate's Board of Directors is owned by
Customer("Eligible Subsidiaries"). If an Eligible Subsidiary submits an Order hereunder, it shall be the"Customer"for the purposes of such Order.
In the event of divestiture of an Eligible Subsidiary, Customer shall notify Xerox and order-taking under this SSA shall terminate immediately with
respect to such divested entity; however, Offerings installed at such divested entity under an Order shall retain the pricing and terms and conditions
thereof until the Offering's initial term expires.
7. PRICING. Pricing shall be as set forth in an Order. The monthly charge ("Monthly Minimum Charge" or`MMC"), along with any Additional
Impression Charges, covers Customer's monthly cost for the Services, Products and Maintenance Services hereunder and such MMC will change
with each Order. The MMC may also include, but not be limited to, lease buyout funds,Third Party Funds,supplemental funds, monthly equipment
component amounts, remaining Customer obligations from previous contracts, amounts being financed or refinanced, analyst services and/or
customer training services. One-time items("One-Time Items")are billed separately from the MMC.
8. PAYMENT,CREDIT AND TAXES.
a. PRICING, PAYMENT AND CREDIT. Invoices are payable upon receipt and you shall pay Xerox all sums due hereunder no later than thirty(30)
days after the invoice date. Restrictive covenants on instruments or documents submitted for or with payments will not reduce your obligations.
if Services begin partially and/or early, Xerox will bill you on a pro rata basis, based on a 30-day billing month, and the terms and conditions of
this SSA will apply. Services requested and performed outside your standard working hours will be at Xerox's then-current overtime rate. Xerox
is responsible for all standard delivery and removal charges for Equipment and Third Party Hardware and you are responsible for any non-
standard delivery and removal charges. You authorize Xerox (or its agent) to obtain credit reports from commercial credit reporting agencies.
Xerox reserves the right to review and approve Customer's credit prior to acceptance of each Order.
b.TAXES. You shall be responsible for all Taxes, which will be included in Xerox's invoice unless you provide proof of your tax-exempt status.
"Taxes"shall mean any tax, assessment,or charge imposed or collected by any governmental entity or any political subdivision thereof, however
designated or levied on this SSA or any Order hereunder or the amounts payable to Xerox under this Agreement or any Order. Taxes include,
but are not limited to, sales and use, rental, excise, gross receipts and occupational or privilege taxes, plus any interest and/or penalty thereon.
Taxes do not include,and Xerox shall be responsible for; (i)taxes on Xerox's net income, and(ii)personal property taxes on Equipment installed
under Rental or Lease Orders, unless such Equipment is installed in a jurisdiction where the taxing authority requires you to pay such personal
Form 52639 (March 4,2009—City of Redlands) XEROX CONFIDENTIAL Page t of 5
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property taxes. K ataxinA authority determines Xerox did not collect all applicable Taxes, you shall remain liable to Xerox for such additional
Taxes.
S. CONSUMABLE SUPPLIES INCLUDED. For Equipment, Xerox (or a designated servicer) will provide black toner (excluding highlight color
0one4, black dove|ope,. Carthdgeu, and, if applicable fuser agent ("Consumable Supplies"), required to make impressions. For fu||'ou|or
Equipmont. Consumable Supplies also includes color toner and developer. For Equipment identified as "Phase/'. Consumable Supplies may also
include, if applicable, black solid ink, color solid ink, imaging units, waste cartridges, transfer rolls, transfer belts, transfer units, belt cleaner,
maintenance KUs, print Cartridges, drum QarthdQee, waste trays and cleaning kits. Consumable Supplies are Xerox's property until used by you
and you will (i) use them only with the Equipment hereunder, (ii) return all Cartridges to Xerox as provided herein. and (iii) return any other
Consumable Supplies to Xerox, at Xerox's expense when using Xerox-supplied shipping laba|a, at the end of the mnn of the applicable Equipment
ordestroy them in a manner permitted by applicable law. Should your use of Consumable Supplies exceed Xerox's published yields for them by
more than ten percent(10%). Xerox shall have the right tocharge you for any such oxreeu usage. If Xerox provides paper hereunder, upon thirty
(30)days notice, Xerox may adjust the paper pricing or either party may terminate the provision of paper.
10. LATE CHARGES AND DEFAULT. For any payment not received byXerox within ton (10) days of its due date. Xerox may charge, and you
agree to pay. a late charge equal to the higher offive percent (5%)ofthe amount due or$25 (not to exceed the maximum amount permitted by
law)as reasonable collection costs. You will be in default if Xerox does not receive any payment within fifteen(15)days after the date it is due or if
you breach any other obligation under this or any other agreement with Xerox. If you default, Xerox, in addition to its other remedies(including the
cessation of Services), may require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of(I)all amounts then due,
plus interest on all amounts due from the due date until paid at the rate of one and one-half percent(1.5%)per month(not to exceed the maximum
amount permitted by law) and (it) any applicable monthly equipment components (^K4ECo") and early termination charges (^ETOa~). Xerox's
decision to waive or forgive a particular default shall not prevent Xerox from declaring any other default. |fyou default under this SSA, you shall
pay all ofthe costs Xerox incurs to enforce its rights against you, including reasonable attorneys'fees and actual costs.
11. CONFIDENTIAL INFORMATION. Each party will disclose k/ the other certain business information identified as confidential ("Confidential
Information"). Customer Content consists of documents, materials and data provided in hard copy or electronic format byyou mXerox containing
information about you and/or your clients and is considered your Confidential Information. This SSA, an well as Developments and Pre-Existing
Work (collectively "Xerox Work"), Xerox Tools as defined hoe|n. Orders and GOYVa nhuU be considered Xerox's Confidential Information.
"Developments" are items created byXerox employees, agents and/or licensors, induding, but not limited to, computer programs, cndo, epoUo,
operations and procedures manue|a, honnu, design orother works of authorship, and "Pre-existing VVodk^ are items used or incorporated into a
Deliverable(a"Deliverable"includes, but is not limited to, Products, Output of Services,Assessments, Documentation)or developed or acquired by
Xerox independent of performing the Services. "Output of Services" constitute electronic images created by scanning tangible documents
containing Customer Content, or the content of any vapona and other mm1uho|o, created byXerox specific to and for Customer per the applicable
0OVV, but shall not include software. ''Ausensmenta^ are assessment and recommendation reports created as o result ofassessment services.
"Documentation" means all manua|o, bmohume, apeciMoaUonm, information and software descriptions in e|eutmnic, p,intad, and/or camera-ready
form, and related materials customarily provided byXerox for use as part ofthe Somi000. Each party will make reasonable efforts not mdisclose
the other party's Confidential Information to any third party, except as may be required by law, unless such Confidential Information: (i)was in the
public domain prior to, at the time of, nrsubsequent 10 the date of diaduouno through no fault of the non-disclosing party; (ii) was rightfully in the
non-disclosing party's possession or the p0000muino ofany third party free of any obligation of confidentiality; or (iii) was developed by the non-
disclosing party's employees or agents independently ofand without reference to any ofthe other party's Confidential Information. Confidentiality
obligations set forth above shall terminate one(1)year after expiration or termination of this SSA or the last effective Services Contract hereunder,
whichever is later; provided however, for Xerox Work and Xerox Tools, confidentiality obligations with respect thereto shall not terminate unless (i),
(ii) or(iii) in the preceding aamsmce of this Section becomes applicable thereto. The parties do not intend for Customer mdisclose confidential
technical information henaundnr, which indudea, but is not limited to, computer programs, source code, and e|gohtbma. and Customer will only
disclose the same under the auspices ofaseparate agreement. Upon expiration or termination of this SSA, each party shall return to the other or,
if no mqueated, destroy, all Confidential Information of the other in its possession or control, except such Confidential Information as may be
reasonably necessary toexercise rights that survive termination of this SSA.
12. INTELLECTUAL PROPERTY. You represent and warrant you own the Customer Content and Customer Assets or otherwise have the right to
authorize Xerox to perform Services hereunder and the Customer Content does not, and shall not,contain content that(i)is libelous,defamatory or
obscene and/or(ii) infringe on or violate any applicable laws, regulations or rights of a third party of any kind. Xerox, its employees, agents and/or
|icanenna shall at all hmoo retain all rights to Xerox Work and Xerox Tools (with "Xerox Tools"being proprietary tools used byXerox 8o provide the
Sem|ces, and any modifications,enhanoumenta, improvements and derivative works thevaof). and except usexpressly set forth heein, no rights to
Xerox Work and Xerox Tools are granted to you. You shall have no rights to use, ouneas or operate the Xerox Tools, which will be installed and
operated only by Xerox. You 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, All Xerox Tools maybe removed at Xerox's sole discretion, You acknowledge that Xerox does not license the Xerox Tools
separate and apart from the provision ofServices associated with their use. You agree not to deoompi|a or reverse engineer any Xerox Work or
Xerox Tools. Xerox grants you e nnn-axo|umime, perpetual fully paid'up, worldwide right to use, display and reproduce Xerox Work and
Documentation only as required for use of the Services and Deliverables for your customary business pumommo, and not for ema|e. license and/or
distribution outside ofyour organization, You may not sublicense any rights granted to you hereunder, but may authorize a third party("Designee")
to use such rights, solely for your benefit and your internal business purposes. Any Designee operating ormaintaining the delivered solution shall
besubject(owritten confidentiality obligations with respect to Confidential Information that shall be no |eao restrictive than those set forth in this
SSA. Output ofServices ieyour sole and exclusive property and Xerox shall gain norights therein, except aomay berequired for Xerox boperform
Services hereunder. Xerox hereby assigns, gmnts, oonvoya, and transfers tnyou all rights in and tothe Output of Services hereunder, You may
duplicate and distribute Assessments only for your internal business purposes. Reommmendakinnu, assessments and pocmnmoo described in
Assessments may only be implemented for you byXerox and only for your internal bun|nauo pu9mamo Except as set forth expressly this
Section, nmother rights mrlicenses are granted toyou. Any rights vrlicenses that aregranted kyouuh U immediately,enninoVa if
you (i) default
hereunder with respect to any u(your obligations related to such rights or licenses, (ii)fail to pay amounts due, or(iii)otherwise default under this
BSA.
13. REPORTS. Upon Customer's request, Xerox may issue mutually agreed upon reports reflecting information that is accurate atthe time the
report ioissued, including estimates ofinformation based onpending Orders,
14. EARLY TERMINATION. Xerox isproviding Equipment for the entire term of the Order under which hiainstalled, If, prior tothe expiration uf
an Order,you terminate Equipment, require Equipment to be removed or replaced,or Xerox terminates said Order due to your default,you agree to
pay early termination charges, Said early termination charges shall be more fully defined in the applicable Services Contract and are available from
Xerox upon request,
15. EARLY TERMINATION—SERVICES AND PERSONNEL. Except as otherwise set forth in a SOW, upon ninety(90)days prior written notice,
you may terminate or reduce any Services or personnel without incurring ETCs. Notwithstanding the foregoing, if any Services o,personnel are
Form 52639 (March 4.2OOS—City ofRedlands) XEROX CONFIDENTIAL Page 2of5
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tenn natd 0 by Xerox due to your default or VV by you and you acquire Services from another supplier within a|v(6) months of the termination of
such Services or personnel, you shall pay all amounts due an o(the termination dote. together with ETCu, for loss of bargain and not as a penalty,
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mexceed six(0)mnmho. '
16. EARLY TERMINATION —THIRD PARTY and AMORTIZED SERVICES. Certain Xerox Services, such as consulting and training, may be
amortized over the life of an Order ("Amortized Services"). Xerox may provide funds k/ acquire Third Party Hardware, to license Third Party
Software and/or to retire debt on existing Third Party Hardware ("Third Party Funds"), Collectively, Third Party Funds and Amortized Services are
"Funde" The Funds amount will be included in the MMC. Notwithstanding the provision entitled "EARLY TERMINATION — SERVICES AND
PEBS0NNE[. should anOrder beterminated prior tnexpiration for any reason oraunit ofThird Party Hardware o,any Third Party Softwarefnr
which Third Party Funds have been provided is removed or replaced prior to expiration,you agree to pay to Xerox, in addition to anynth—'amounts
owed under said 0nder, on amount equal to the remaining principal balance of the Funds together with a 15*� disengagement fee, ~ loss of
bargain and not as e penalty. You agree to maintain the manufacturer's maintenance agreement for any Thi,d Party Hardware and applicable
Third Party Software licenses. Any express warranties for such Third Party Hardware or Third Party Software shall be available to you.
17. INDEMNIFICATION.
a.Each party, at its expenoe, ifpromptly notified bythe other and given the right 1ocontrol the defenoe, will defend the other from, and pay any
settlement agreed to by the indemnifying party or any ultimate judgment for, all claims by third parties for personal injury (including death) or
tangible property damage to the extent proximately caused by the willful misconduct or negligent acts or omissions of the indemnifying pody, itsemp|oyaeaormgen\a inoonnachonwith this GSA. The indemnifying po�yio not eaponeib|efor any litigation expenses orae8|ementaof'the
other party unless the indemnifying party pre-approves them inwriting.
b.Xerox, at its expenne, if promptly notified byyou and given the right Vncontrol the defense, will defend you from, and pay any settlement agreed
to by Xerox orany ultimate judgment for, any claim not identified in (i)-(vi) below orsubject to n. below that any Services or Do|iwarob|au
(excluding Third Party Products) infringe othind party's U.G. intellectual property rights. Xerox is not responsible for any non-Xerox litigation
expenses or settlements uo|nna Xerox pre-approves them in writing, Excluded herein are o|oima arising from or relating to: (i) Services
performed using Customer Assets and/or Customer Content for which you failed to provide to Xerox sufficient rights; V|> Sam|oeo
� = performed,
orDeliverables provided, to your specification or design, (iii) infringement resulting from or caused by your misuse or unauthorized modification of
systems or product; (iv) use of Services or Deliverables in combination with other products, services or data streams not providedby Xerox if
such combination Ynnna the basis of such claim; (v)your failure\o use correcof tions or 0o the Services or Deliverables provided uyXerox, and (v|)your provision to Xerox of material for duplication in violation the copyright of a third party and it is agreed and understood ^`the parties that. under this GSA. Xerox in not undertaking, and will not undertake, any obligation n, duty ofany kind ortype ' ----' i — —
ascertain whether material provided to it for duplication may be duplicated without violating a third party's copyright therein. If the use t'^~Sapvioea or Deliverables (excluding Products) are enjoined as a result ofaclaim under this Section, or in the reasonable opinion of Xerox are
likely be the subject odsuch adaim. Xerox will, at its option and sole oxpenoe, exercise any orall of following remedies: obtain for you —
right to continue to use such Services or Deliverables; modify such Services or Deliverables so they are non-infringing; replace such Services or
Deliverables with non-infringing ones orterminate such infringing Services,
and/or,accept the return oisuch infringing Deliverables and refund —
Customer any amount paid for the infringing item, less net benefits realized.
c.You, at your expense, if promptly notified by Xerox and given /he right to oomm| the dofenae, will defend Xerox from, and pay any settlement
agreed to by you or any ultimate judgment for, all third party claims subject to b.(i)-(vi)above or for infringement of any intellectual property rights
arising out of or related to performance of Bemiooa using Customer Assets, Customer Content orother materials pursuant toyour request or
direction orfor your breach ofthe first sentence of the Section herein titled "INTELLECTUAL PROPERTY". You are not responsible for Xerox
litigation expenses orsettlements unless you pre-approve them inwriting.
18. LIMITATION OF LIABILITY. Xerox shall not be liable to you, in the aggregate, for any direct damages in excess of the amounts paid by you
to Xerox during the twelve (12) months prior 10the claim or$50,000, whichever is gmater, and neither party shall be liable to the other for any
spoo|a|, indirem, incidento|, consequential or punitive damages arising out of or relating to this GSA or any OnJo/ hamunder, whether the claim
alleges conduct (including negligence) or any other legal theory. This limitation of liability shall not he applicable to any specific
indemnification obligations set forth|nthis SSA or to Customer's breach of confidentiality obligations regarding the Xerox Tools.
19. ASSIGNMENT. You may not assign any ofyour dgNo or obligations hereunder, Xerox may assign the SSA and any Orders hereunder, in
whole orin pox, without prior notice 0oyou and may release information Xerox has about you m an assignee. Each successive assignee ofXerox
aUn|(have all of the rights but none of the obligations ofXerox pursuant Vothe GSA. You shall continue to look to Xerox for performance of Xerox's
obligations hereunder and you hereby waive and ve|eono any assignees of Xerox from any such claim, You shall not assert any defense,'
20. FORCE MAJEURE. Except for payment obligations hemunde,, neither party shall be liable to the other for its failure to perform any of its
obligations hereunder during any period in which such performance is delayed by circumstances beyond its reasonable control and the affected
party shall undertake reasonable action to notify the other party of each such circumstance.
21. MAINTENANCE SERVICES. Unless otherwise stated,Xerox(or a designated servicer)will provide the following Maintenance Services(a/k/a
"Break/Fix^)for Equipment,
a. REPAIRS & PARTS. Xerox will mmho nspmim necessary to haap Equipment in good working order (including such repairs or ocyumtmmnio
required during initial installation). Parts required for repair may benew, napmoe000d,or recovered.
b.HOURS & EXCLUSIONS. Un)mam otherwise stated, Maintenance Services will be provided during Xerox's standard working hnono
Maintenance Services shall cover repairs and adjustments required as a result of normal wear and tear nrde(e�o in materials urwo ~workmanship
(and shall exclude repairs or adjustments Xerox determines to na|e(e to or be affected by the use �� options, accessories, or other neo(m~
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products not serviced by Xerox,as well as any non-Xerox alterations, relocation,service,supplies,or consumables).
c. INSTALLATION SITE 8 METER READINGS. The Equipment installation site must atall times conform to Xerox's published requirements.
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not provide Xerox with meter readings as required,Xerox may estimate them and bill you accordingly,
g.EQUIPMENT REPLACEMENT, If Xerox is unable to maintain the Equipment as described above, Xerox will, as your exclusive remedy for
Xerox's failure to provide Maintenance Services, replace the Equipment with an identical product or, at Xerox's option, another product of equal
orgreater capabilities, Notwithstanding anything tothe contrary herein, Xerox shall have noobligation to replace Equipment beyond its end of
service(''EQS^)date, An EOSdate equipment list iaavailable upon request.
e.CARTRIDGES. |/Xerox im providing Maintenance Services for Equipment utilizing cartridges designated byXerox oacustomer replaceable units,`
directly Xerox orits authorized resellersresellersinthe United States and the failure to use such Cartridges shall void any warranty applicable to
such Equipment. Cartridges packed with Equipment and replacement Cartridges may be new, remanufactured or reprocessed.
Form 52639 (March 4.2UO9—City u/Redlands)
XEROX CONFIDENTIAL Page 3«[6
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Remanufactured and reprocessed Cartridges meet Xe/ox's new Cartridge performance standards and contain new and/or reprocessed
components. To enhance print quality, the Cartridge(s) for many models of Equipment have been designed to cease functioning at a
predetermined point. In addition, many Equipment models are designed to function only with Cartridges that are newly manufactured original
Xerox Cartridges or with Cartridges intended for use in the U.S. Equipment configuration that permits use of non-newly manufactured original
Xerox Cartridges may beavailable from Xerox utanadditional charge.
f. PCAw0RKGTAT|0N REQUIREMENTS. For Equipment requiring connection to a PC or workstation, you must utilize a PC or workstation that
either(1)has been provided by Xerox or(2)meets Xerox's published specifications.
22. EQUIPMENT STATUS. Un|oma you are acquiring Previously Installed Equipment, Equipment will be either: (i) "Newly Manufactured", which
may contain some mcyc|edcomponents that am reconditioned; (U)"Factory Produced New Model", which is manufactured and newly at
a Xerox factory, adds functions and features to a pmduo1pmviouo|ydisassembled to a Xerox predetermined a{andand, and contains serialized-h new
components and recycled components that are reconditioned;or, (iii)"Remanufactured",which has been factory produced following disassemblyto
u Xerox predetermined standard and contains both new components and recycled components that are reconditioned. Xerox -
x ^m no
representations aotothe status ofThird Party Hardware.
23. TITLE, RISK OFLOSS AND PROTECTION OFXEROX'S RIGHTS. Title mEquipment and Third Party Hardware shall remain with Xerox
until you purchase same. Risk of loss for the Products shall puoo to you upon delivery. You will keep the Products insured against |oao and the
policywill name Xerox amLoss Payee. You hereby authorize Xerox or its agents to file financing statements necessary to protect Xerox's rights in
Equipment and/or Third Party Hardware.
24' SERVICES AND THIRD PARTY PRODUCT WARRANTY/WARRANTY LIMITATIONS,AND WARRANTY DISCLAIMER/WAIVER.
e. SERVICES WARRANTY, Xerox represents and warrants toCustomer that the Services will beperformed inuskillful and workmanlike manner;
provided hnwever, in no event will Xerox be responsible for any failure hn perform Bon/icea if the failure is caused by: (i) Customer Aauo(n
Customer Content, or services, maintonance, design implementation, supplies ord/�astreams provided by Customer, Customer's a agento'
service provider tnXerox for use hereunder, (ii) Customer's failure contract by
Xerox to perform the Services, or(iii) Customer's failure to provide Xerox ocuoao to Customer's personnel and systems or to transfer to Xerox
sufficient rightsrightsto use, enceuo and/or modify Customer Assets constituting hardware and software, including softwaresoftwareowned or |iconan~ by'
b.WARRANTY DISCLAIMER AND WAIVER FOR SERVICES. TOTHE MAXIMUM EXTENT PERMITTED BYAPPLICABLE LAVYTHE EXPRESS
WARRANTIES SET FORTH IN THIS SECTION FOR SERVICES ARE IN LIEU QFALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
THEREFOR AND XEROX D|GCLA|M8, AND CUSTOMER WAIVES, ALL OTHER WARRANTIES FOR SERVICES, INCLUDING, BUT NOT
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LIMITED TO,ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY.
c. THIRD PARTY PRODUCT WARRANTY. FOR THIRD PARTY PRODUCTS SELECTED SOLELY BY XEROX FOR AN ORDER, XEROX
WARRANTS THEY WILL OPERATE SUBSTANTIALLY IN CONFORMANCE WITH APPLICABLE SERVICE LEVELS IN THE 8-'. |F
'V|TH|N A REASONABLE TIME AFTER PROVISION OF SUCH THIRD PARTY PRODUCTG, SUCH SERVICE LEVELS CAN — BE8ROUGHT INTO SUBSTANTIAL CONFORMANCE WITH THOSE IN THE SOW AND SUCH NON-CONFORMANCE IS RE---T OF
XEROX'S USE OF SUCH THIRD PARTY PRODUCTS, CUSTOMER'S EXCLUSIVE REMEDY FOR THE FOREGOING WARRANTY IS TO
RECEIVE A REFUND OF ANY FEES PAID FOR THE NON-CONFORMING THIRD PARTY PRODUCTS UPON THE RETURN THEREOF TO
XEROX. XEROX D|8CLA|MG, AND CUSTOMER VA|VE8, ALL OTHER WARRANTIES WITH RESPECT TO SUCH THIRD P 'R'PRODUCTG. AS WELL AS FOR MAINTENANCE TMERE0F, INCLUDING, BUT NOT LIMITED TO. IMPLIED VARRANT!ES — 'O-
- '-''—' `
|NFR/NGEMENT. FITNESS FOR A PARTICULAR PURPOSE AND KERCHANT&B|L|TY, AS WELL AS ANY OTHER WARRANTYPERTA|N|NG OR RELATING TO DESIGN, PERFORMANCE, FUNCTIONALITY, OR COMPATIBILITY THEREOF WITH CU-'— -^'~SY8TEMS. XEROX WILL PASS THROUGH TO CUSTOMER ANY WARRANTIES PROVIDED TO |TBYTHE MANUFACTURER ~'
LICENSOR OFTHIRD PARTY PRODUCTS T0THE EXTENT PERMISSIBLE. XEROX DISCLAIMS, AND CUSTOMER WAIVES, —'YA--
ALL EXPRESS AND |kPL|EDVARRANT|EG. |NCLUD|NG. 8UTNOTL|M|TEDTO. THE |kPL|EUYARRANT|E80FNON-|N' R----'E '`F|TNE88 FOR APARTICULAR PURPOSE AND MERCHANTABILITY, FOR THIRD PARTY PRODUCTS NOT SELECTED -----' ~'XEROX.
d.THE WARRANTIES AND GUARANTEES SET FORTH IN THIS SECTION OF THE SSA ARE EXPRESSLY CONDITIONED UPON THE USE
OF THE SERVICES AND DELIVERABLES FOR THEIR INTENDED PURPOSE IN THE SYSTEMS ENVIRONMENT FOR WHICH THEY WERE
ORIGINALLY DESIGNED AND SHALL NOT APPLY TOSERVICES DR DELIVERABLES WHICH HAVE BEEN SUBJECT TO MISUSE,
ACC|DEMT, ALTERATION OR MODIFICATION BY CUSTOMER OR ANY THIRD PARTY (EXCEPT AGSPECIFICALLY AUTHORIZED |''
WRITING 8YXEROX.)
25. SOFTWARE TERMS.
o. SOFTWARE LICENSE. The following terms apply to copyrighted Software and the accompanying documentation, /nc|uding, but not limited to,'
as "Application Software". This license does not apply to any Diagnostic Software, anyaoftwam/dooumen(m$ion accompanied by c|iuh*mor
nhh �
nkwp license agreement or otherwise made ou� �� ho a separate |ioanaa agreement inn(uding, but not limited to, any operating system
moanofor Third PmdyHandwmm. For So�wmm: (i)Xemx 1ayou enon-exo|uuive. non-\mnohamb/e |�enonbouse the Base Sokwae �within
hvw
the United States, its taniiohem. and possessions (the "United 2xa� v� with i� ~was
delivered. For Apdica�onSoMvare. Xerox grants you non-exclusive, non�mne�mb|elicense muse this software w�hinthe United States
---- -'
any single unit of Equipment for as long as you are current in the payment of any indicated software license fees(including any Annual
-'`�-~ -~'Feeo). You have no �hnrhQ�svothe Base or4pp|ioaUonSohwaeand. inpa�icu|ar. meynot� (1)diethbute.copy, modih.cna�odehv--'--of,
Ueoomp.�. or reverse engineer this software; (2) a��u� any software de||my�d with or within the nanunac8v—�ed state; or, (3)
allow others kengage insame. Title VyBase and Application Software and all copyrights and other iectua - -- rights in it shall — alltimes reside solely with Xerox and/or its licensors (who shall be considered third-party beneficiaries of the SSA's - - and limitation of
liability pmvisiono), Base and Application Software may contain, or be modified 0» contain, computer code capable of automatically disabling
proper operation or functioning of the Equipment. Such disabling code may be activated if: (a)Xerox is denied reasonable access to'�-----
o,
Application Software kperiodically reset such code; (b) you have defaulted hereunder; or, (o)such license isterminated oroxpies; (i) Xemx
may terminate your license 8uue Software license(1)immediately if you nnlonger use o,possesmthe Equ/pmerd,or(2)upon termination ofany
amendment, order or separate agreement under which you acquired the Equipment; (iii) If you transfer possession of the Equipment after you
obtain title to it, Xerox will offer the transferee a license to use the Base Software within the United States on or with it, subject to Xerox's then-
applicable<ennmand!icanmehaae. i/any.amJpmv|dedihetmnm(er|anotinvin|aUonofXemx'mMgh(e: end. (iv)Xemxmmrnmntnthut|heBaseand
Application Software will perform in material conformity with its user documentation for ninety (9O) days from the date i/ is delivered or, for
mohwaeinstalled byXsox.the date ofmo�woreinetaUeiion, Neither Xmmxnor its Ucenmonawarrant that the Base orApp|ivadonSoMwamwi'|be
from '
Form 52639 (March 4.28O8-City o/Redlands) XEROX CONFIDENTIAL Page 4cf5
'141F,DOCTAWNT CONINNNY
XEROXK Statement of Work Addendum
Agreement # 7078493-001
Services Defined As Of: 1//01/10
Service(s) Provided: Administrative & Account Management Services
Service Component Work Process Descriptions Service Configuration Parameters Service
Market
Code'
Customer Interface AAS-
The Xerox Account Associate is available by 101
The Xerox Account Associate is available on call phone to provide troubleshooting/support Monday
to provide contracted services to the client. thru Friday during standard hours.
AA will be on-site two days a week to provide
contracted services throughout the City.
With standard hours of Elam to Spm
(Except standard Xerox and client holidays.)
Equipment Tracking AAS-
Xerox will maintain an up to date listing of 201
Xerox Managed Services maintains an equipment equipment and provide to Client on a Monthly
listing with each device's model number. serial basis.
number and location for all the equipment
managed under this contract.
Machine Move Coordination AAS-
202
Xerox may coordinate equipment relocations for
equipment managed by Xerox Services under this
agreement.Client will be responsible for any
applicable move costs incurred for client requested
and approved equipment moves.
End-user support and training AAS_
The Xerox Account Associate may respond to 203
questions regarding the operation of equipment and
provide basic end-user operator support where
appropriate
Supplies Management Support Xerox provides supplies management support for AAS-
Xerox coordinates the inventory and reorder of up to 28 devices 204
client replaceable supplies at client agreed-upon At the following locations: Various locations in
locations. City of Redlands
Requests for services above these contracted service levels will be subject to equipment/resource availability.
This document is proprietary and,as such, is to be treated as Xerox Confidential Information,not to be shared with 3"d parties.
'The Service Market Code is for Xerox internal use purposes only,
I
Form #52523 (1/2005) Statement of Work—
Administrative and Account Management
1,14111 DOCYNIFINT COMPANY
XEROX, Statement of Work Addendum
Agreement # 7078493-001
Services Defined As Of:I/I/10
Service Component Work Process Descriptions Service Configuration Parameters Service
Market
Code'
Meter Read Services Xerox provides meter reading services for up to CE-207
Xerox gathers and submits meter reads monthly to 28 devices
the individual or vendor responsible for entering Locations where Xerox physically reads meters:
meter read data into the billing process. City of Redlands
Xerox delivers the meter read report to client In other documented locations covered by this
specified contacts and client specified vendors. agreement Xerox will facilitate gathering of client
provided meter reads.
Reporting AAS-
Client reporting will be provided by the Xerox 601
Reporting provides client print volume and usage Services Client Account Manager on a monthly
trends. Reporting may be customized to meet new basis. The Client Account Manager will develop
client requirements if mutually agreed upon by and document a reporting communication
both parties. schedule with the key customer account contact.
Account Review CE-604
Account reviews will be scheduled and conducted
Xerox holds operations reviews with the client to: with the client by the Client Account Manager on
I. Review reporting results,services a quarterly basis.
performance against objectives,outstanding
issues,and other agreed-upon agenda items.
Review opportunities for improvement.
Customer Satisfaction Survey AAS-
Xerox Services administers customer satisfaction 700
The client will receive regular customer surveys via a 3 d Party on an annual basis.
satisfaction surveys. Surveys are used to measure
equipment,personnel,and managed services
satisfaction.
Requests for services above these contracted service levels will be subject to equipment/resource availability. rd
This document is proprietary and.,as such, is to be treated as Xerox Confidential Information,not to be shared with 3 parties,
The Service Market Code is for Xerox internal use purposes only.
2
Form #52523 (1/2005) Statement of Work—
Administrative and Account Management
--
^ '
^ n11-o*cI mowroowowmr
XEROX, Statement of Work Addendum
Agreement # 7078493-001
Services Defined AmOf:l/1/l0
Management Services
The following Management Services are included as part of the Services to be provided pursuant to this
Agreement.
Account Configuration
The Xerox location etthe client site is configured with amix of peop|a, procnss, gquipment, oofbwepg and
networking toachieve the contracted service levels.
Human Resources
Xerox manages these aspects of human resources—employee sourcing and selection, training, back-up
coverage, and employee development/performance improvement.
Materials Management
Xerox manages the ordering, receipt, handling, and storage of supplies and replacement parts for systems,
as contracted.
Account Marketing
Xerox communicates the capabilities of the managed service toclient departments and maintains client
awareness eothat services may berendered where and when needed.
Equipment Service
Xerox manages and performs equipment service aacontracted.
Technology Support
Xerox technology specialists are available as contracted, to support ongoing technical needs and
troubleshoot operational issues.
Technology Management
Xerox manages its document services hardware and software technology as contracted, proposing additional
technology acquisitions, aorequired iomeet customer's needs,
Operations Management
Xerox manages the services operation, including people, processes, and technology, to assure operational
service amcontracted.
Requests for services above these contracted service levels will be subject to equipment/resource availability.
This document is proprietary and,as such, is to be treated as Xerox Confidential Information,not to be shared with 3,d parties.
3
Form #52523 (1/2UU5) Stsdement(fVVork—
AdminiobativeandAcoountK@enogement
-
^ `
' THE ouonmFN,COMPANY
XEROX, Statement of Work Addendum
Agreement # 7078493-001
Services Defined AmOf:V&/IM
Standards of Performance
1. The Service Configuration Parameters ("PGrematers'')set forth in this Statement ofWork("GOVV")
have been agreed to by the parties and have been used by the parties to configure resources that are
estimated to be sufficient to adequately support the scale and scope of the Service and to meet the
Standards cfPerformance (''8OP'') set forth herein for such Service. Xerox shall use reasonable
efforts tomeet service requests that exceed any maximums stated in the Parameters; provided.
however, the failure to meet such service requests shall not constitute a breach by Xerox hereunder.
If the scale and scope of any Service consistently exceeds the resources estimated by the parties to
be adequate for such Service, the parties may meet to discuss appropriate actions to address the
situation.
2. This SOW (and its SOP) applies toAdministrative and Account Management Services only. Any
other Service provided under this Agreement must be reflected in a separate SOW.
3. These measures are contingent upon the Administrative and Account Management services as set
forth in the Statement ofWork.
Xerox will provide regular reporting (on a schedule agreed to with the client)to include print volume and
usage trends for devices covered under this SOW.
Performance Criteria Measurement Description Calculation
Administrative Service 95% 1 The Account Associate will The measurement for
Timeliness achievement of perform the scheduled Administrative Service
administrative administrative service Timeliness is calculated by
service (equipment visit, meter reads, dividing the total number of
timeliness etc.) as agreed to with the scheduled administrative
I client. service visits completed on
I time by the total number of
administrative service visits
required during each month.
END OFSTATEMENT OF WORK FOR ADMINISTRATIVE&ACCOUNT MANAGEMENT SERVICES
Deqocmm for services above these contracted service bcvcla will be subject mequipment/resource availability,
This document is proprietary and,as such, is N be treated as Xerox CouOdrruiu| Information.not/obcshared with 3",parties.
4
Form #52523 (1/2O0G) Statement nfWork—
Administrative and Account Management
° ^
' b.SOFTWARE SUPPORT. During the period that Xerox (or e designated servicer) provides Maintenance Services for the Equipment but in no
event longer than five(5)years after Xerox stops taking orders from customers for their acquisition of the subject model ofEquipment, Xerox(o,
e designated servicer) will also provide software support for the Base Software under the following uenuo. For Application Software licensed
pursuant to the SSA, Xerox will provide software support under the following terms provided you are current in the payment of all Initial License
and Annual Renewal Fees (or. for programs not requiring Annual Renewal Fees, the payment of the Initial License Fee and the annual"Support
Only" Fees). For support: (i)Xerox will assure that Base and Application Software performs in material conformity with its user documentation
and will maintain mtoll-free hotline during standard business hours/manswer related questions; (ii) Xerox may make available new releases of
the Base or Application Software that primarily incorporate coding error fixes and are designated as "Maintenance Releases". Maintenance
Releases are provided at no charge and must be implemented within six(6) months after being made available to you. Each new Maintenance
Ro|eono shall be considered Base or Application Software governed by these Software Terms. New e|eunen of the Base or Application
Software that are not Maintenance Ro|oaoam, if any, may be subject to additional license fees at Xerox's then-current pricing and shall be
considered Base or Application Software governed by these Software Terms(unless otherwise noted). Xerox will not boinbreach ofits software
support obligations hereunder if, in order to imp|oment, in whole orin parl. a new release of Base orApplication Software provided or made
available by Xerox, you must procure, o8your expense, additional hardware and/or software from Xerox orany other entity. You agree to return
ordestroy all prior m!eeaeu; (iW%emxwiU use eeounob|e e8orto, either directly and/or with its vmndom, to resolve coding errors or provide
workarounds or putchea, provided you report problems in the manner specified by Xerox; (|v) Xerox shall not be obligated (1) to support any
Base orApplication Software that in two or more e|euano older than Xerox's most current release or (2) to remedy coding errors if you have
modified said Software; and, (v)for Application Software, Xerox may annually increase the Annual Renewal and Support-Only Feea, each such
increase not\oexceed 10%. State and Local Government adjustments shall occur otthe commencement of their annual contract cycles.
c. DIAGNOSTIC SOFTWARE. Software used to maintain the Equipment and/or diagnose its failures or substandard performance (collectively
"Diagnostic Software")is embedded in, resides on,or may be loaded onto the Equipment. Diagnostic Software and method of entry or access to
it constitute valuable trade uocm\n of Xerox, Title to Diagnostic Software shall at all times remain solely with Xerox and/or Xerox's licensors.
You agree that(1)your acquisition of the Equipment does not grant you a license or right to use Diagnostic Software in any manner, and(2)that
unless separately ||oanoed byXerox tn do oo, you will not use, nepmduco, distribute, or disclose Diagnostic Software for any purpose (or allow
third parties todoao). You agree at all times (including subsequent mthe expiration of the SSA ora unit of Equipment hereunder) m oUovv
Xerox to access, monitor, and otherwise take steps to prevent unauthorized use or reproduction of Diagnostic Software.
d.THIRD PARTY SOFTWARE. Third Party Software iosubject|nlicense and support terms provided bythe vendor therefor.
26. REMOTE SERVICES. Certain models of Equipment are supported and serviced using data that is automatically collected by Xerox from the
Equipment via electronic transmission from the Equipment to a secure off-site location. Examples of automatically transmitted data include product
naQiotoginn, meter read, supply level, Equipment configuration and settings, software version, and problem/fault code data. All such data will be
transmitted inosecure manner specified byXerox.
27. MISCELLANEOUS. This SGA. its Orders, 8OVVe, a8aohmente, exhibits and amendments constitute the entire agreement asoo its subject
matter, supersedes all prior and contemporaneous nm| and written agraementa, and shall be construed under the laws of the State of New York
(without regard i000nUiot-nAavvphncip|ea). You authorize Xerox or its agents to communicate with you by any electronic means(including cellular
phooe, emai|, automatic dialing and recorded messages) using any phone number (including cellular) or electronic eddmao that you provide to
Xerox. You mgoao N the jurisdiction and venue of the federal and state courts in Monroe County, New York. In any action to enforce this SSA or
any Order hereunder, the parties agree to waive their right to ejury trial. K a court finds any term of this SSA orany Order hereunder k/ be
unenforceable, the remaining terms of this SSA and any Order hereunder shall remain in effect. Xerox may retain a reproduction (e.g., electronic
image, phomoopy, feoo|mi|o) of this SSA or any Onder, which shall be considered an equivalent to the original. Except for documentation for
Equipment replaced byXerox for euoonn other than tmde'in, all changes to this SSA o,any Order oramendment hereunder must be made in o
writing signed byboth parties. Customer represents that, aoof the date of this SSA, it has the lawful power and authority to enter into this SSA,the
person signing this SGA orany Order nn its behalf is duly authorized to do so and, by entering this S8A, it will not violate any law orother
agreement to which it in e party. Xerox may uuuecu any Order under this GSA either by its signature orbycommencing performance (e.g..
Equipment delivery, initiating Maintenance Services, commencement ofServices, etc.). Customer is not aware ofanything that will have e material
negative effect on its ability to satisfy Customer's payment obligations under this SSA and all financial information Customer has pmvided, or will
provide,to Xerox is true and accurate and provides a good representation of Customer's financial condition. Each party agrees that itwill promptly
notify the other party in writing of a change in ownership, or if it relocates its principal place of business or changes the name of its business. The
following four sentences control over every other part of this SSA and its attanhmenta, exhibits and amendments. You and Xerox both intend to
comply with applicable laws, In no event will Xerox charge or collect any amounts in excess of those allowed by applicable law. Any part nf this
SSA or any amendment that would, but for this Section, be read under any circumstances to allow for a charge higher than that allowed under any
applicable legal limit, is limited and modified bythis Section to limit the amounts chargeable under this SSA orany amendment tothe maximum
amount allowed under the legal limit. If in any circumstances, any amount in excess of that allowed by law is charged or received,any such charge
will be deemed limited by the amount legally allowed and any amount received by Xerox in axonso of that legally allowed will be applied to the
payment ofamounts owed hereunder orrefunded toyou,
City ofRedlands XEROX CORPORATION
Name(please print) Pat Gilbreath e
Mayor of the City of Redlands C) C_0VNhi2)i
Title Title
Address Address
Date Date
Form 52639 (March 4.2OO8—City ofRedlands) XEROX CONFIDENTIAL Page 5n/5