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HomeMy WebLinkAboutContracts & Agreements_174-2014_CCv0001.pdf Xerox Print Services Agreement xe rox XPS Services Contract# 00 Customer: CITY OF REDLANDS BillTo: CITY OF REDLANDS POLICE DEPT ACCOUNTS PAYABLE 30 CAJON ST REDLANDS,CA 92373-4710 Xerox Print Services Term 36 Months from Services Commencement Date Addenda/Attachments to this Order • Addendum 52050 • XPS Addendum under SSAISSO • Exhibit A-Pricing • Exhibit B-Managed Device Listing • Xerox Print Services Description of Services Customer acknowledges receipt of the terms of this agreement which consists or i pagvs incfvd4ny this Agreement Presented page. Signer: Phone:,_tZ �5i 7 Phone: (909)B10-0799 S • Date: {' Xerox Authorized Signature: Date: S1,2-7 f ATTESTS Irwin Citv lerk WU 214123 712112014 6:26:38 PM Confidential-Copyrights 2013 XEROX CORPORATION,All rights reserved Page 1 of 1 0110254120010010 This page intentionally left blank Xerox Print Services Addendum xerox j THIS XEROX PRINT SERVICES ADDENDUM("XPS Addendum")amends Services Contract No.7078493-002 under Services and Solutions Agreement No.7078493("SSA") between CITY OF REDLANDS("Client")and Xerox Corporation("Xerox")to add the devices identified in Exhibit 6 of this XPS Addendum. 1. DEFINED TERMS. a. "Break Fix Services"means the device repair or exchange services described in the DOS or SOW,as applicable. b. "Equipment Agreement"means the agreement between Client and Xerox under which Xerox provides"Maintenance Services"or"Basic Services"(as those terms are defined in the applicable Equipment Agreement)for a Xerox Contracted Device. c. "Managed Device(s)"means the devices identified in Exhibit B. d. "Services Commencement Date"means the date that Xerox reasonably determines that Break Fix Services and Supplies,as applicable,are available for the Managed Devices. e. "Supplies"means toner or ink provided by Xerox for certain of the Managed Devices,as identified in Exhibit A. f. "Xerox Contracted Device(s)"means a Xerox brand device(s)for which Xerox provides Maintenance Services or Basic Services under an Equipment Agreement. g. "XPS Services Contract"means the Services Contract identified above,including any Orders,amendments,addenda and exhibits thereto. h. Capitalized terms not defined above or elsewhere in this XPS Services Contract will have the meaning assigned to them in the SSA,the Equipment Agreement(s),the SOW or DOS,or the Exhibits hereto. 2. XPS SERVICES.Xerox will perform the services for the Managed Devices described in the Xerox Print Services Statement of Work("SOW")or Xerox Print Services Description of Services("DOS")attached to the XPS Services Contract("XPS Services"). 3, REPAIR SERVICES.Xerox will perform the repair services identified in the DOS or SOW for the Managed Devices.Break Fix Services exclude repairs due to:(i)misuse, neglect,abuse or operation of a Managed Device outside of original equipment manufacturer("OEM")specifications;(ii)failure of the Client PC to comply with the OEM's published specifications;(iii)act of God or other force majeure event;(iv)relocation,alterations,or use of options,accessories,service or supplies not provided by Xerox;(v) failure to perform any Client responsibilities identified in the SOW or DOS or(vi)acts or omissions of Client or any party not affiliated with Xerox.Replacement parts may be new or used and all removed,replaced parts become Xerox's property. 4. SUPPLIES.Xerox will provide the supplies identified in the DOS or SOW for the Managed Devices.Supplies may be new,remanufactured or reprocessed.Supplies are Xerox's property until used by Client,and Client will use them only with the Managed Devices.Upon request,Client will provide an inventory of Supplies in its possession. Upon expiration or termination of the XPS Services Client will,at Xerox's option and expense,return any unused Supplies to Xerox,permit access to its facilities to permit collection,or dispose of them as directed in writing by Xerox. 5. CLIENT RESPONSIBILITIES.Client will perform the Client responsibilities identified in the SOW or DOS. 6. PRICING.The pricing for XPS Services for the Managed Devices is identified in Exhibit A.Xerox may adjust such XPS Services pricing annually and as identified in Exhibit A. 7. TERMINATION.Neither party may terminate the XPS Services during the first twelve(12)months after the Services Commencement Date.Thereafter,either party may,upon 90 days written notice to the other party,terminate the XPS Services.In addition,Xerox will have the right to terminate the XPS Services upon not less than 30 days written notice if the Services Commencement Date has not occurred,for any reason whatsoever,within 90 days after the date this XPS Addendum is accepted by Xerox.The expiration or termination of the XPS Services will not affect any of the Equipment Agreement(s),or any other agreement with Xerox under which Client acquired Xerox Contracted Device(s),each of which will remain in full force and effect until the end of its term. 8. INVOICING.Client will be invoiced for XPS Services in a standard Xerox format.The Total Monthly Minimum Charge("MMC")identified in Exhibit A is billed monthly in advance through the end of the month in which the termination effective date occurs.If the Services Commencement Date is other than the first day of a month,a prorated amount of the MMC will be billed for the first month,based an the number of days XPS Services were provided in such month.If a Managed Device is added to the XPS Services Contract during a month,billing of the Monthly Fee for such device will start with the next monthly invoice.If a Managed Device is removed from the XPS Services Contract during a month,billing of the Monthly Fee for such device will continue through the end of the month.The Excess Charge per Impression("ECI")identified in Exhibit A is billed in arrears on a quarterly basis for all impressions in excess of three times the Monthly Minimum Print Volume("MMPV")identified in Exhibit A.If the Services Commencement Date is other than the first day of a month,the Monthly Minimum Print Volume("MMPV")for the first month will be prorated,based on the number of days XPS Services were provided in such month,and the ECI will be billed based on the prorated MMPV,Invoicing and payment for Xerox Contracted Devices will be governed by the terms and conditions of the applicable Equipment Agreement. 9. REMOTE SERVICES.Certain Networked Laser Devices are supported and serviced using data that is automatically collected by Xerox from such devices via electronic transmission to a secure off-site location.Examples of automatically transmitted data include product registration,meter read,supply level,device configuration and settings, software version,and probleMfauk code data.All such data will be transmitted in a secure manner specked by Xerox.The automatic data transmission capability will not allow Xerox to read,view or download any Client data,documents or other information residing on or passing through such devices or Client's information management systems. 10. MISCELLANEOUS.The terms and conditions in this XPS Addendum are applicable only to the XPS Services for the Managed Devices covered under this XPS Addendum and are not applicable to any other Products under the XPS Services Contract,any other Services Contract under the SSA,or any Equipment Agreement.Except as set forth above,the XPS Services Contract will continue in full force and effect.In the event of a conflict between the terms and conditions of the XPS Services contract and this XPS Addendum,this XPS Addendum will control. WU 214123 XPS v2.0 712112014 6:26:38 PM Confidential-Copyrights 2013 XEROX CORPORATION,All rights reserved Page 1 of 2 0110254160010020 Xerox Print Services Addendum xe rox IN WITNESS WHEREOF,duly authorized representatives of Client and Xerox have executed this XPS Addendum. CITY OF REDLANDS XEROX CORPORATION By: By: Name: Name: Title: Title: Date: Date: WU 214123 XPS v?.O 712112014 5:25:38 PM Confidential-Copyrights 2013 XEROX CORPORATION,All rights reserved Page 2 of 2 0110254160020020 Exhibit A • , xe rox XPS Services Contract#7078493-002 Xerox Print Services Term 36 Months from Services Commencement Date Print Services Total Total Monthly Minimum Charge: $1,214.76 Excludes applicable taxes Black&While Monthly Minimum Charge per Monthly Excess Charge Meter Reconciliation Color Print Volume Impression Minimum Charge per Impression Period Color 1,293 1 $0.1200 1 $155.16 $0.1200 Quarterly Black&White 554 1 $0.0120 1 $6.65 $0.0120 Quarterly Supplies Only:MICR toner is not included Supplies,maintenance kits and drums are included. DevicesNetworked Laser ChargeBlack&White/ Monthly Minimum per ! Color1 per !. C0107 7,536 $0.1200 $904.32 $0.7200 Quarterly Black&White 9,969 $0.0120 $119.63 $0.0120 Quarterly MICR toner is not included.Break Fix Services,Supplies,maintenance kits and drums are included. Monthly Supplies Shipping Charge:$29.00 Device Count Variability AllowedDevice Type Black&White/ Device Count Device i Count Variability Networked Laser Devices Color 4 10% Networked Laser Devices Black&White 0 10% Networked Laser Devices Color 11 10% Networked Laser Devices Black&White 9 10% WIT 214123 712112014 6:26:38 PM Confidential-Copyright®2013 XEROX CORPORATION,All rights reserved Page 1 of 1 0110254140010010 This page intentionally left blank DeviceExhibit B - Managed Listingxerox XPS Services Contract#7078493-002 ModelBrand SAMSUNG CLP-320N Z5ZRBAEB702583Y Calor SAMSUNG CLP-320N Z5ZRBADB800071Y Color SAMSUNG CLP-320N Z5ZRBABBC00385Z Color SAMSUNG CLP-320N Z5ZRBABB900571A Color DevicesNetworked Laser ModelBrand XEROX PHASER 8560N FBT288977 Color XEROX PHASER 8560N FBT202937 Color XEROX PHASER 8560DN FBT360367 Color XEROX PHASER 8560DN FBT286368 Color XEROX PHASER 8560DN FBT272645 Color XEROX PHASER 8550DT WYP036085 Calor XEROX COLORQUBE 8570DN XFN153829 Color XEROX C0L0RQUBE8570DN XFN050027 Color XEROX C0L0RQUBE8570DN XFN039611 Calor XEROX C0L0RQUBE8570DN XFN000644 Calor HEWLETT-PACKARD LASERJET P4015 CNDY421461 Black&White HEWLETT-PACKARD LASERJET P3005 CNRlP09063 Black&White HEWLETT-PACKARD LASERJET 4350 CNGXG32131 Black&White HEWLETT-PACKARD LASERJET 4200 USBNL06789 Black&White HEWLETT-PACKARD LASERJET 4050 USQX038208 Black&White HFWLETT-PACKARD LASERJET 4000N SG772N902M Black&White HFWLFTT-PACKARD LASERJET 4000 USNC060152 Black&White HEWLETT-PACKARD LASERJET 1200 CNCB741721 Black&White HEWLETT-PACKARD COLOR LASERJET 3600DN CNWDF40024 Color DELL 2335DN MULTIFUNCTION LASER PRI 5N87FG1 Black&White WU 214123 112112014 6:26:38 PM Confidential-Copyright®2013 XEROX CORPORATION,All rights reserved Page 1 of 1 0110254150010010 This page intentionally left blank xeroxXerox Print Services Agreement Addendum THIS ADDENDUM ("Addendum") amends the Xerox Print Services Agreement (No. 7078493-002) ("the Agreement") between the City of Redlands ("Client") and Xerox Corporation ("Xerox'), executed concurrently herewith. The following is added to the Agreement: In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to recover its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action to enforce or interpret any of the terms of this Agreement shall be brought in San Bernardino County, California. XEROX COR ORA CITY OF RE ND By: By: Name: all, (� .�e,t% G f Name: : E�41V 1 V t �4 �;o:�4 Title: �/ S Title: �3 ��tiy� tir Date: U 12,7 1 Date: V-2(v// ATTEST By: Sam Trwin, City Clerk Xerox Form#56050 7121/2014 -_111:Z Xerox Print Services Description of Services xerox J Client:CITY OF REDLANDS XPS Services Contract Number:7078493-002 SERVICES COMMENCEMENT DATE.Xerox will notify Client in writing when Xerox reasonably determines that Break Fix Service and Supplies,as applicable,are available for the Managed Devices("Services Commencement Date").Xerox Contracted Devices may be installed prior to the Services Commencement Date.Regardless of the Services Commencement Date for Managed Devices,BasiclMainlenance Services and Consumable Supplies for Xerox Contracted Devices are provided as of the installation date per the terms of the Equipment Agreement. 1. DEVICE MANAGEMENT SERVICES.Xerox will use the Xerox Tools and Xerox Client Tools(collectively"Tools")to monitor networked Managed Devices.The Tools provide automatic service and supplies alerts to the Xerox Help Desk(e.g.low toner),automated meter collection,new device discovery,and device data collection for reporting.The Tools periodically scan the Client's network for devices which may be eligible to be Managed Devices.Devices identified through this process may be added as Managed Devices and billed at the rates identified in Exhibit A to the XPS Services Contract. 2. REPAIR SERVICES. a. For Xerox Contracted Devices,Xerox will provide Basic Services or Maintenance Services per the Equipment Agreement. b. For Managed Devices identified as"Break Fix Service included"in Exhibit A to the XPS Services Contract,Xerox will keep the Managed Devices in good working order as set forth below("Break Fix Services").If a Managed Device failure cannot be resolved remotely,Xerox will dispatch a service technician to perform Break Fix Services,which will usually be the next business day.For select Managed Devices identified on Exhibit B that do not qualify for on-site Break Fix services,Xerox will provide Device Exchange services.On-site Break Fix Services are provided Monday through Friday(excluding New Year's Day,Memorial Day,Independence Day, Labor Day,Thanksgiving Day and Christmas Day)from 8:00AM to 5:00PM local time("XPS Service Hours").Technicians are not dispatched for preventative maintenance or cleaning. c. If Xerox determines that a Managed Device is beyond repair,or is classified by the OEM as service discontinued,or parts or Supplies are no longer commercially available,Xerox will discontinue Break Fix Service and Client may:(i)replace such device at its own expense with a device that is then supported by Xerox;or(ii) notify Xerox to delete such device from the XPS Services Contract. d. Basic/Maintenance Services and Break Fix Services may be initiated by the Tools for networked Managed Devices,or by Client calling the Xerox Help Desk. 3. SUPPLIES. a. For Xerox Contracted Devices,Xerox will provide Consumable Supplies in accordance with the Equipment Agreement. b. For Managed Devices identified in Exhibit A as"Supplies included",Xerox will furnish the Supplies identified in the XPS Services Contract.Xerox will provide OEM compatible Supplies when available.If Client requires OEM Supplies other than Xerox,Client will be billed for such OEM Supplies.Xerox is not liable for constrained or discontinued Supplies.The Monthly Supplies Shipping Charge identified in Exhibit A to the XPS Services Contract covers standard ground shipping.The cost of second day,overnight,or other non-standard shipping will be billed to Client. c. Requests for Supplies and Consumable Supplies may be placed by the Tools or by Client calling the Xerox Help Desk.For those Managed Devices that do not proactively communicate low toner or out of toner status or alerts,the Client will have to order Supplies or Consumable Supplies directly from the XPS Help Desk when required.To prevent excessive shipment of Supplies or Consumable Supplies,Xerox may:(i)check the current toner level to validate a low toner condition;and(ii) check the metered impression volume since the last shipment to determine if impression volume exceeds the expected yield.If these conditions are not satisfied, Supplies or Consumable Supplies will be billed to Client.Cleaning kits and print media(e.g.paper)may be ordered from the Xerox Help Desk and will be billed to Client.Xerox may not provide Supplies or Consumable Supplies if a current meter read is not received for a networked Managed Device. 4. XEROX HELP DESK.The Xerox Help Desk is available during the KPS Service Hours to receive,trackr escalate,process and close service issues,remotely resolve certain issues,and process Client requests for Break Fix Services,Supplies and Consumable Supplies. 5. MOVE,ADD,CHANGE,DISPOSE PROCESS.The Move,Add,Change and Dispose("MACD")process is used to track and revise the Managed Devices.Under the MACD process,"Adds","Changes"and"Disposals"may modify the amount billed.For transactions that involve acquisition or termination of Xerox Contracted Devices,the terms of the Equipment Agreement will govern.Early termination or other charges,if any,for a terminated Xerox Contracted Device will be billed according to the terms of the Equipment Agreement. 6. REPORTING.Xerox standard monthly reports will be provided for the Managed Devices. 7. CLIENT RESPONSIBILITIES.Client will: a. Provide a Customer Asset Coordinator("CAC")as its primary point of contact with Xerox during the start-up,implementation and ongoing delivery of XPS Services. The CAC is authorized to process and approve MACD transactions. b. Provide a Customer IT Contact as its primary contact to Xerox to facilitate IT related activities and processes. c. Provide or validate MACD information and approve changes in Managed Device status as they occur,through the MACD process. d. Notify the Xerox Help Desk if Client wishes to relocate a Managed Device,and Xerox will advise Client if XPS Services are available at the new locafion. e. Assure that networked Managed Devices are Simple Network Management Protocol("SNMP")enabled and can route SNMP over the network. f. Provide a dedicated PC or server,as required,that is connected to Client's network at all times("Client PC"),and allow Xerox to install,use,access,update and maintain the Tools on the Client PC.The Tools cannot be installed on a PC or server where other SNMP-based applications or other Xerox Tools are installed, because they may interfere with the Tools. g. Ensure that proper virus protection is installed,maintained,and enabled on the Client PC and any servers,desktop workstations,laptop computers and other hardware attached to or hosting any data on Client's network or output environment.Xerox is not responsible for the disruption of XPS Services or loss of functionality of the Tools caused by any of the foregoing.If the Tools become inoperable due to Client implemented changes to its network,Xerox will work with Client to re-install Tools. I---- 1 0 Wu 214123 DOS 712112014 6:26:30 PM Confidertral-Copyrights'2013 XEROX CORPORATION,Aft rights reserved Page 1 of 2 0110254130010020 _d" Xerox Print Services Description of Services xe rox Client:CITY OF REDLANDS XPS Services Contract Number:7078493-002 h. Assist in implementation of the Tools by providing relevant network information such as the IP address ranges or subnets on which networked Managed Devices reside. i. Distribute Supplies and Consumable Supplies within Client's site(or facilitate Xerox contracted on-site resource to perform this task)and install them in Managed Devices and clear paper jams. j. Resolve any Client network or PC hardware or software issues,or Managed Device software or printing issues not caused by a hard device failure. k. Replace Managed Device cartridges and CRUS(or facilitate Xerox contracted on-site resource to perform this task). I. Respond to call from service technician to validate location and inoperable condition of Managed Device and provide reasonable access to Client's facilities and personnel as required for the performance of XPS Services. m. Ensure that Managed Devices are installed and operating within the OEM's specifications and are readily accessible to the Xerox authorized service representative. n. Submit meter data for networked Managed Devices when such data cannot be provided by the Tools and work with Xerox to enable the Tools to automatically provide meter data from such Devices.If a meter read for a Device has not been provided by the Tools or submitted by Client for 45 days,Xerox may discontinue provision of Supplies and/or Break Fix Services for that Device.If a meter read has not been provided for more than 60 days,Xerox may,at its sole discretion,dispose of the Device from the XPS Services Contract and notify Client. o. Request Basic/Maintenance Services,Break Fix Services,Supplies and/or Consumable Supplies from the Xerox Help Desk for Managed Devices that are not compatible with the Tools. p. Grant or transfer to Xerox sufficient rights to use software owned,licensed or otherwise controlled by Client,as required,solely for the purpose of providing XPS Services. q. Legally dispose of wastes generated from use of Managed Devices and associated Supplies and CRUS. r. Be solely responsible for:(i)determining whether any Managed Devices are under an existing service,warranty,extended warranty andlor supply contract with the manufacturer or a third party dealer,reseller or service provider("Pre-Existing Contract");(ii)what action(s),if any,Client should take with respect to Pre-Existing Contracts;and(iii)the payment of any early termination fees or other charges associated with the termination of any Pre-Existing Contract. B. Xerox will not be liable for delays or services failures,including but not limited to implementation delays,it Client does not perform or facilitate completion of its designated responsibilities. 9. DEFINITIONS.Capitalized terms that are not defined below or elsewhere in this Description of Services have the meaning assigned to them in the XPS Services Contract or Equipment Agreement,including any Orders,amendments or addenda thereto. a. Asset Management Database:A database that is hosted and maintained by Xerox to facilitate the XPS Services and record and provide reporting on Device activities. b. CRU:Client replaceable units or items that an operator can install without service assistance. c. Device Exchange:Onsite Break Fix Services are not available for a limited number of Managed Device models,which are designated as'Device Exchange"models in Exhibit B to the XPS Services Contract,If a Device Exchange model requires repair,Xerox will ship a replacement device to the Client.Client will then ship the defective unit back to Xerox within a specked timeframe or be billed for the replacement device. d. Equipment Agreement:The agreement between Client and Xerox under which Xerox provides Maintenance Services or Basic Services,as applicable,for a Xerox Contracted Device. e. Managed Device(s):The devices identified in Exhibit B of the XPS Services Contract. f. Xerox Contracted Device(s):A Xerox brand device(s)for which Xerox provides Maintenance Services or Basic Services,as applicable under an Equipment Agreement.. g. XPS Services:The services described in this Description of Services. h. XPS Services Contract:The agreement between Client and Xerox identified above,including any Orders,amendments or addenda thereto,which sets forth the terms and conditions governing this Description of Services. WU 214123 DOS 7121/2014 6:26:38PM Confidential-Copyright®2013 XEROX CORPORATION,All rights reserved Page 2 of 2 0110254130020020