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HomeMy WebLinkAboutXerox Corporation; 2017-09-01; PSALCA-22076LIBAGREEMENT FOR PC, PRINT AND COPY MANAGEMENT SERVICES XEROX CORPORATION THIS AGREEMENT is made and entered into as of the 'l .6:t day of Se:;e~\a.&.r , 20J3.., by and between the CITY OF CARLSBAD, a municipal corpoation, ("City"), and Xerox Corporation, a California corporation ("Contractor"). RECITALS A. City requires the professional services of a service provider that is experienced in delivering services to public libraries for PC management and reservation, print and copy management and payment. B. Contractor has the necessary experience in providing professional services and advice related to the service described above. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in Attachment 1 and the Exhibits attached thereto including The Cooperative Purchasing Network contract # R5245 ("TCPN"), which are incorporated by this reference in accordance with this Agreement's terms and conditions: Attachment 1 : Services and sd 1 Iutions Order Exhibit A to Attachment 1: Services and Solutions Agreement Exhibit B to Attachment 1: Pool Plan Exhibit C to Attachment 1: Statement of Work -Invoice Presentment Exhibit D to Attachment 1: Statdment of Work -DocuCare Break/Fix Service I Exhibit E to Attachment 1: StatJment of Work -Administrative & Account Mgmt Services 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill f nd expertise. 1 3. TERM I I The term of this Agreement will be effective for a period of five years from the date first above written. The City Manager or their designee may amend the Agreement to extend it for two additional one year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE The parties agree that, from time to time, certain unique transactions may have special requirements relative to timing and, accordingly, the parties will identify those transactions and the Contractor will exercise best efforts to accomplish them within the stated timeframes. Other timing requirements will be met in a commercially reasonable manner. City Attorney Approved Version 4/1 /15 5. COMPENSATION City will pay Contractor for all work associated with those services described in Attachment 1 on a monthly service coverage basis at a monthly cost that is based on flat-rate annual pricing, inclusive of all applicable taxes, overage charges and shipping and handling, not to exceed fifty- nine thousand six hundred four and twenty cents ($59,604.20) annually. Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include actual hours performed, hourly rates, and related activities and costs for approval by City. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. lsuBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contr~ctor subcontracts any of the Services, Contractor will be fully responsible to City for the acts ant' omissions of Contractor's subcontractor and of the pertons either directly or indirectly employed by the subcontractor, as Contractor is for the acts an~ omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. I THER CONTRACTORS ~ The Cit reserves the right to employ other Contractors in conne~tion with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys' fees arising out of the performance of the work described herein to the extent caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone dire~tly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. City Attorney Approved Version 4/1/15 2 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VI I"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager, in writing, approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the geteral aggregate will be twice the required per occurrence lrmit. 10.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily i[ury and property damage. 1 d.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of three years following the date of completion of the work. I I 1~.1.5 Cyber Insurance. Coverage for network, data and pr 1 iLacy breaches in the amount of $2,000,000 per claim with a $2,000,000 aggregate is provided u~der the Professional Liability policy. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: · 10.2.1 The City will be included as an additional insured, for claims caused by the negligent acts or omissions of Contractor, on Commercial General Liability, which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. City Attorney Approved Version 4/1/15 3 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and blanket endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, during a legal discovery period, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, I audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS I All work product that is specifically developed for, or results specifically from, the Services being provided under the contract is the property of City. For an offering of the type contemplated by the RFP, this would consist of electronic images created by scanning tangible documents containing Customer information, and all reports and other documentation, photographs, images, impressions, and other materials (tangible and intangible) created by the Contractor and delivered to the City under the contract. What this ~ould not include is any third party software, any pre- existing Contractor intellectual property, a d any intellectual property created by the Contractor II that was not developed specifically for th City under a Statement of Work during the contract term. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement, and which qualifies as being City-owned, will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. City Attorney Approved Version 4/1/15 4 14. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Fiona Everett Title Senior Management Analyst Department Library & Cultural Arts City of Carlsbad Address 1775 Dove Lane Carlsbad, CA 92011 Phone No. 760-602-2014 For Contractor Name Lisa Ray Title Client Manager Address 1851 E. 1st Street, Ste 200 Santa Ana, CA 92705 Phone No. 619-954-5121 Email Lisa.ray@xerox.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 15. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 16. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, tate and local laws and ordinances and regulations which in any manner affect those employed y Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be resppnsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 17. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable 1odI1, state and federal laws and regulations prohibiting discrimination and harassment. 18. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding City Attorney Approved Version 4/1/15 5 upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 19. TERMINATION Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event, Contractor will assemble any work product owned by City and put it in order for proper filing and closing, and deliver it to City within five (5) business days. Contractor will be paid for work performed to the termination date; however, the total will not exceed the City's final determination as to the portions of tasks completed and the compensation to be made. Termination by the City without just cause and for the convenience of the City does not relieve the City of the obligation to pay any applicable termination charges. Unless either party provides notice (30) days before the end of the term of this Agreement of its intention not to extend, the Agreement will automatically continue on a month-to-month basis at the same price and on the same terms and conditions. During said period, either party may terminate the Agreement upon (30) days' written notice to the other party. 20. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 21. CLAIMS AN! LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement anlnot in anticipation of litigation or in cohjunction with litigation. Contractor acknowledges that i a false claim is submitted to City, it· may be considered fraud and Contractor may be s bject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation FOsts, including attorney's fees. Contractor acknowledge~that the filing of a false claim may sulJ~ect Contractor to an administrative debarment proceedi g as the result of which Contractor may be prevented to act as a Contractor on any public work r improvement for a period of up to five (5) years. Contractor acknowledges debarment by ano her jurisdiction is grounds for City to terminate this Agreement. 22. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 23. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or City Attorney Approved Version 4/1 /15 6 to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 24. ORDER OF PRECEDENCE In the event of any inconsistency between or among the Agreement, Attachment and Exhibits to the Attachment referenced in this Agreement, or any other documents, the inconsistency shall be resolved by giving precedence in the following order: A. Agreement B. Attachment 1: Services and Solutions Order C. Exhibit A to Attachment 1: Services and Solutions Agreement D. Exhibit B to Attachment 1: Pool Plan E. Exhibit C to Attachment 1: Statement of Work -Invoice Presentment F. Exhibit D to Attachment 1: Statement of Work -DocuCare Break/Fix Service G. Exhibit E to Attachment 1: Statement of Work -Administrative & Account Mgmt Services 25. IMAGING SECURITY All imaging equipment shall be equipped with image overwrite software and security features as specified in the request for proposal. Contractor shall provide image overwrite software and security updates as said updates become available. Contractor shall verify that all image overwrite software and security features are maintained in proper working order throughout the duration of this Agreement. 26. ENTIREAGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entirelAgreement and understanding betwee~ the parties relating to the subject matter of it. In case of c~nflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. I I City Attorney Approved Version 4/1/15 7 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR By~'?L,~ CITY OF CARLSBAD, a municipal corporation of the State of California By: (sign here) f\ JtJvl«~tn/1 @ql;te f/-irec4r ~ations-d:, (print name/title) By: (sign here) (print name/title) ATTEST: UCw;; f~ BARBARA ENGLESON City Clerk If required by City, proper notarial acknowledgment of eiecution by contractor must be attached. If a corporation, Agreement must be signed by one co;porate officer from each of the following two groups. Group A Chairman, President, or Vice-President Gro~p B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. I I APPROVED AS TO FORM: I I CELIA A. BREWER, City Attorney BY: _v-----"--Y---"'---L_------_ Assistant City Attorney City Attorney Approved Version 4/1/15 8 XEROX CORPORATION Certificate of Assistant Secretary I, Douglas H. Marshall, Assistant Secretary of Xerox Corporation, a New York corporation (the "Company"), DO HEREBY CERTIFY that: 1 . The following is a true and correct copy of an excerpt from a resolution duly adopted at a meeting of the Board of Directors of the Company duly held and convened on December 7, 2011, at which meeting a duly constituted quor- um of the Board of Directors was present and acting throughout and that such resolution has not been modified, rescinded or revoked and is at present in full force and effect: RESOLVED: that ... the President, any Vice President, the Treasurer, the Controller and any Manager or Director of any group, division or depart- ment of the Company, be, and each of them severally is, empowered to (i) execute and deliver in the name and on behalf of the Company all agree- ments, contracts, bids, instruments of conveyance or encumbrance, leas- es, bonds, consents, certificates (including any non-collusion certificates required by any governmental entity, department, agency or official), re- leases, powers of attorney and other documents which may be necessary or desirable in and relating to the ordinary conduct of the business of the group, division or department which he serves in that capacity (all of the foregoing collectively referred to as "Agreements") (ii) perform under agreements or cause to be performed, the Company's obligations under all such Agreements; and (iii) from time to time delegate their authority under this resolution to such employees of the Company and subject to such terms, conditions and limitations as they determine to be advisable, the execution and delivery of any such delegation to be conclusive evi- dence of such determination. 2. David B. Farrell is as of the date hereof the Finance Director, Public Sec- tor, North America Operations, of the Company and is authorized to act under the above resolution. IN WITNESS WHEREOF, the undersigned has executed this Certificate and at-- fixed the corporate seal of the Company hereto this 9th day of January, 2017. [SEAL] Douglas H. Marshall Assistant Secretary Order under Services Contract# 7166816-001 Term 9/1/2017 -8/31/2022 (60 Months) Issued per Xerox agreement# 7166816 Attachments to this Order • Pool Plan Document • Invoice Presentment SOW • DocuCare Break / Fix 52520 -~-Authorized Signature • Administrative and Account Management Services 52523 Your signature indicates your agreement to the items and pricing in this Order. Customer: CARLSBAD, CITY OF Bill To: CITY OF CARLSBAD PURCHASING 1635 FARADAY AVE CARLSBAD, CA 92008-7314 Total for this Order Net Monthly Minimum Charge Additional to Monthly Minimum Charge Impression Charges Attachment 1 xerox~)® $4,609.76 See Meter Pricing Plan +-'1 .;~' o ~\.Q ~ ¼)(.. ·. 1,SI>") .'Z, ~ ~ \.\,q1.91. 0'2-Thank You for yoi:s business! Signer: Heather Pizzuto Phone: 760-602-2056 This agreement is proudly presented by Xerox and UsaMMRay 619-260-3119 WU 451268 SSO OMA 8/21/201711:18:22 AM Page 1 of 6 0 6 9 1 3 7 5 1 1 0 0 1 0 0 6 0 Attachment 1 Order under Servx:es Contract# 7166816-001 xerOx .t,· -60 months CITY OF 1: Black -Annual Meter and White 3,800 NIA S0.0179 Reconciliation CARLSBAD 1. I C400DN (XEROX C400DN) I impressions -FD<ed Price COLE LIBRARY N VILLAGE DR I XRX -Consumable 2:Color 200 NIA S0.1000 SuppHes Included 1250 CARLSBAD Impressions CARLSBAD, CA 92008-1949 -60 months CITY OF 1: Black -Annual Meter 2. I C8030H (XEROX C8030H) I andWhite Per Pool Plan 92453 Per Pool Plan Reconoliation CARLSBAD -Customer Ed Impressions -Fixed Price DOVE LIBRARY I N COPY CENTER XRX -Analyst Services I -Consumable 2: Color Per Pool Plan 92452 Per Pool Plan Suppfies Included 1775DOVELN Impressions CARLSBAD, CA 92011-4048 -60 months CITYOF 1: Black -Annual Meter 3. I C8030H (XEROX C8030H) I and White Per Pool Plan 92453 Per Pool Plan Reconcmation CARLSBAD -Customer Ed Impressions -Fixed Price DOVE LIBRARY I N CHILD RENS XRX -Analyst Services I -Consumable 2: Color Per Pool Plan 92452 Per Pool Plan Supplies Included 1775 DOVE LN Impressions CARLSBAD,CA 92011-4048 -60 months 1: Black Per Pool Plan -Annual Meter CITY OF 4. I C8030H (XEROX C8030H) I and White Per Pool Plan 92453 Reconcmation CARLSBAD -Customer Ed Impressions -Fixed Price N DOVE LIBRARY I XRX -Analyst Services I -Consumable 1775DOVELN 2: Color Per Pool Plan 92452 Per Pool Plan Supplies Included CARLSBAD.CA Impressions 92011-4048 WU 451268 SSO OMA 8/21/201711:18:22 AM Confidential • CopyrightC 2008 XEROX CORPORATION, An rights reserved Page 2of 6 0 6 9 1 3 7 5 1 1 0 0 2 0 0 6 0 Attachment 1 Order under Services Contract I 716681 ~1 xerox-~)® -60 months CllYOF -Anrual Meter CARLSBAD 1: Black Per Pool Plan 92453 Per Pool Plan Reconciliation COLE LIBRARY I XRX 5. I C8030H (XEROX C8030H) I andWhite -Fixed Price N VILLAGE DR • Customer Ed Impressions -Consumable 1250 CARLSBAD • Analyst Services I 2: Color Per Pool Plan 92452 Per Pool Plan Suppfres Included CARLSBAD,CA Impressions 92008-1949 -60 months CITY OF 1: Black -Anrual Meter CARLSBAD Per Pool Plan 92453 Per Pool Plan Reconciiation COLE LIBRARY I C8030H (XEROX C8030H) and White -Fixed Price N VILLAGE DR I XRX 6. • Customer Ed Impressions -Consumable 1250CARLSBAD • Analyst Services I 2:Color Per Pool Plan 92452 Per Pool Plan Supplies Included CARLSBAD, CA Impressions I 92008-1949 -60months CITY OF -Anrual Meter CARLSBAD 1: Black Per Pool Plan 92453 Per Pool Plan Reconciliation LEARNING I C8030H (XEROX C8030H) I andWhite -Fixed Price CENTER I XRX 7. N • Customer Ed Impressions -Consumable 3368 EUREKA PL • Analyst Services r 2: Color Per Pool Plan 92452 Per Pool Plan Supplies Included CARLSBAD, CA Impressions 92008-2519 WU 451268 SSO OMA 8/21/201711:18:22 Afli Confidenlilll-Copyrightc 2008 XEROX CORPORATION, Al righs reserved Page 3 ol 6 0 6 9 1 3 7 5 1 1 0 0 3 0 0 6 0 Attachment 1 Order under Services Contract I 7166816-001 xerox .:r~ Administrative and Account Management Services Hardware I 6 Tray Locks I y I FixedPoce I N 2 I Hardware I 3 • Den PowerEdge T 430 Servers with 5 Year ProSupport Plus I y I Fixed Price I N 6 Dell OptiPlex 7050 Mini Tower • 3 I Hardware I Intel Core 15-7500 Processor with5 I y I Fixed Price I N year ProSupport 6 • Deft OptiPlex 3050 Mini Tower Intel Core 15-6500 Processor with 5 4 I Hardware I year ProSupport / 12 • Dell 2 4• I y I Fixed Price I N Monitor/ 6 · VCYjger MS9520 Handheld Barcode Scanner w Stand 5 I Hardware 6 JPC-710 Coin and Bill Vend I Station for 6 Xerox Color MFDs I y I Fixed Price I N 6 I Hardware I 1 JPC-710 Coin and Bill Vend Station for Xerox Color Printer I y I Fixed Price I N 7 I Hardware I 1 JPC-710 Coin and Bill Vend Station for MicroFilm I y I Fixed Price I N 8 I Software I Pharos Mobile Print. Uniprint and Support Services I y I Fixed Price I N 9 I Software I Uniprint Support & Maintenance Renewal I y I Fixed Price I N WU 451268 SSO DIM 8/21/201711:18:22AM Confidential· Copyrigllc 2008 XEROX CORPORATION, All righlS reserved Page~ 016 0 6 9 1 3 7 5 1 1 0 0 4 0 0 6 0 Attachment 1 Order under Services Contract# 7166816-001 xerox~'® DocuCare Break/ Fix Staffing & Management Suppon for Services Provided Page 5 of 6 5 0 0 6 0 Order under Services Contract I 7166816-001 Services Contract · Terms & Conditions The foUowing terms and conditions are in addition to those in the SSA. In the event of a conflict between terms and conditions, the order of precedence wi1 be the SSA, this SSC and the applicable SOW, except where expressly stated otherwise in the SSA. ANNUAL 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" win count towards an Annual Minimum Volume (calculated as twelve (12) times the Monthly Impressions In Plan) for the Equipment instaffed under an SSC. At the end of each • Annual Period", (defined as the twelve (12) consecutive months beginning in January), Xerox will biff Customer for impressions produced in excess of the Annual Minimum Volume, at the Additional Impression Charge set forth In an Order. In the event that the total number of impressions produced in an Annual Period is less than the Annual M'mimum Volume, Customer agrees to pay the Annual Minimum Volume. Xerox win biD Customer for partial months or Annual Periods on a pro rata basis. EARLY TERMINATION: As per the Early Termination provision in the SSA, for every Order under this Services Contract number 7166816-001, you shal pay early termination charges as noted herein. If, 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 an amounts due Xerox as of tbat 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 shaD either make the subject Equipment On the same comfl!ion 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 ("FMV") of the Equipment at the conclusion of its term. WU 451268 SSO OMA 8/21/201711:18:22AM Confidential· Copyrighto 2008 XEROX CORPORATION, Al rights reseived 0 6 9 1 3 7 5 1 1 0 0 6 0 0 6 1 Attachment 1 ----,,~'), ® xerox-~,, Page 6 of 6 .,..- c (I) E ..r:::. u (ll ~ Xerox Equipment Removed from Previous Agreement(s) ... The following is provided for informational purposes only ••• Xerox Equipment Removed from Previous Agreemenl(s): The Equipment listed below, covered under other agreement(s) between CARLSBAD, CITY OF and Xerox Corporation, will either be physically removed from your site (removed or traded units), or transferred (retained units) to Services Contract# 7166816-001 effective 9/1/2017. The last invoice you will pay, under the Equipment's previous agreement is for the prior month's charges. As of the date above, you will be billed under Services Contract# 7166816-001 for lease buyout funds Xerox has provided to you to retire the debt for traded units, or the refinanced amount for retained units, and such billing will be in advance, rather than in arrears. I I I I I Xerox Equipment I Previous Agreement Transaction Type Final Payment# ' I 1. AE9210312: WC5330PT 7126234 • 001 Outright Removal NIA 2. AE9879562: WC5330PT 7126234 · 001 Outright Removal NIA 3. NKA183367: 6280DN 7126234 • 001 Outright Removal NIA 4. NKA183475: 6280DN 7126234 • 001 Outright Removal NIA 5. NKA183485: 6280DN 7126234 · 001 Outright Removal NIA 6. XDC395490: W7120PT 7126234 • 001 Outright Removal NIA 7. XDC395953: W7120PT 7126234 -001 Outright Removal NIA 8. XDC395968: W7120PT 7126234 • 001 Outright Removal NIA 9. XL T282049: 4600DN 7126234 -001 Outright Removal NIA WU 451268 8/21/201711:18:22 AM Confidential · CopyrightCl 2008 XEROX CORPORATION, All rights reserved 0 6 9 1 3 7 5 1 8 0 0 1 0 0 1 0 XEROX AMENDMENT TO CITY OF CARLSBAD xerox SERVICES CONTRACT# 7166816-001 This Amendment ("Amendment") amends the Services Contract between the City of Carlsbad ("Customer") and Xerox Corporation ("Xerox"). The parties agree that the Services Contract is modified as described below: 1. The following is added at the bottom of the Order Summary: "Taxes. Customer will be responsible for all Transaction Taxes. Transaction Taxes will be included in Xerox's invoice unless Xerox receives proof of Customer's tax exempt status. Customer shall not be responsible for Excluded Taxes. Transaction 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 documents, including but not limited to sales, use, services, rental, excise, transaction-based gross receipts, and privilege Taxes." 2. Except as specified in thi s Amendment, the Services Contract shall remain as stated. Defined terms will have the meaning of the applicable contract. In the event of a conflict between the terms and conditions of the Services Contract and this Amendment, this Amendment will control. City of Carlsbad Xerox Corporation Name (Please Print) 1 °"'.t f Op~~ t,'on r Ofr·ce,--Name (Please Print) 2 ·~ Gutt.nee.. ~ Title Date Amendment to Order# 7166816-001 RT (8/.2017) Title ti' I;,. a-/( 7 Date r / Page 1 of 1 SERVICES AND SOLUTIONS AGREEMENT Exhibit A xerox~\ ---' This Services and Solutions Agreement ("SSA"), Number 7166816, is between the City of Carlsbad ("Customer") and Xerox Corporation ("Xerox"). 1. SCOPE AND STRUCTURE. This SSA sets forth the terms and conditions under which Customer may establish one or more Services Contracts for the acquisition in the U.S. of Services, Maintenance Services and Deliverables from Xerox. This SSA is part of the The Cooperative Purchasing Network Agreement ("TCPN"). In the event of conflict between the terms and conditions of this SSA and the TCPN R5245 Contract, the order of precedence will be this SSA, Services and Solutions Order or Statement of Work ("SSO" or "SOW") followed by the TC PN R5245 Contract. Each Services Contract under this SSA constitutes a separate contract and will be assigned its own Services Contract Number consisting of the above SSA number followed by a three-digit extension. Each Services Contract will be established when Customer submits and Xerox accepts the first SSO with a new Services Contract Number. Customer may add Services, Maintenance Services, or Deliverables to an existing Services Contract by issuing additional Orders referencing the applicable Services Contract Number. Each Services Contract will consist of the applicable terms and conditions of this SSA, the first SSO and each additional SSO or SOW with the same Services Contract Number. Xerox may provide Services and/or Products through its U.S. affiliates. Capitalized terms are defined in Section 24 unless defined where first used. 2. ORDERS. A. Orders may consist of SSOs, SOWs, and/or POs. Each Order must reference an applicable Services Contract Number. Unless otherwise provided in an SSO, terms and conditions of such SSO are applicable to all Orders constituting the applicable Services Contract. Customer POs are for order entry purposes only and will be subject solely to the terms and conditions of the applicable Services Contract, notwithstanding anything contained in any such PO at variance with or in addition to the applicable Services Contract. B. Xerox may accept an Order either by its signature or by commencing performance. Xerox reserves the right to review and approve Customer's credit prior to acceptance of each Order. Customer authorizes Xerox (or its agent) to obtain credit reports from commercial credit reporting agencies. C. Orders may be submitted by hard copy or, in the case of SSOs or POs, by electronic means, and those submitted electronically will be considered (i) a "writing" or "in writing" 1 -(ii) "signed"; (iii) an "original" when printed f~pm electronic records established and maintained in the ordina y course of business; and (iv) a valid and enforceable Order. 3. TERM. A. This SS.Af is effective when signed by Xerox and, unless terminated by eitper party upon 90 days written notice, continuet for 60 months. In the event that the TCPN Contract expires 9r is terminated prior to the expiration or termination of the SSA, the SSA shall remain in full force and effect, as if the TCPN Contract were still in effect, until the SSA's expiration or termination. If this SSA expires or is terminated, each Services Contract will (i) remain in effect until the expiration or termination of all Orders constituting such Services Contract, and (ii) be governed by the terms and conditions of this SSA as if it were still in effect. B. The term of each Order will be set forth in such Order. If an Order is terminated, the term of remaining Orders will continue unaltered. C. Except 9s otherwise provided in an SOW or unless either party provides 1 notice of termination at least 30 days before tHr end of its term, an Order will automatically renew on a month:.~o-month basis. 4. PERSONNEtl.. Xerox personnel engaged hereunder will comply with cuJtomer's internal security and safety policies that (a) are provided to Xerox in writing, (b) are reasonable and customary, and (c) do not conflict with the applicable Services Contract. Customer will provide Xerox with reasonable prior written notice of such policies and any changes thereto. During the term of this SSA and for a period of 1 year thereafter, neither party will, directly or indirectly, actively solicit the employment of the other party's personnel (including their supervisors) and agents engaged under a Services Contract. Employment arising from inquiries received via advertisements in newspapers, job fairs, unsolicited resumes, or applications for employment will not be considered active solicitation. The sole remedy for breach of this restriction is to receive payment, as liquidated damages and not as a penalty, from the breaching party equal to the individual's then current annual salary (or the fees paid to an agent in the previous 12 months), within 30 days of the start date of the individual. Xerox is an independent contractor hereunder. Form 52639 (November 2011) Gmr 04062017 Page 1 of 9 Exhibit A 5. PRICING, PAYMENT, AND TAXES. A. Pricing. Pricing will be as shown in an Order. Services requested and performed outside Customer's standard working hours will be at Xerox's then-current overtime rate. B. Payment. Invoices are payable upon receipt and payment must be received within 30 days after the invoice date. For any payment not received within 10 days of its due date, Customer will pay a late charge equal to the greater of 5% of the amount due or $25. Restrictive covenants will not reduce Customer's obligations. If the provision of Services, Products, and/or Maintenance Services begins partially and/or early, Xerox will bill Customer on a pro rata basis, based on a 30-day billing month. c. Taxes. Customer will be responsible for all Taxes. Taxes will be included in Xerox's invoice unless Customer provides proof of Customer's tax-exempt status. 6. DEFAULT AND REMEDIES. Customer will be in default if Xerox does not receive any payment within 15 days after the date it is due, or if Customer breaches any other obligation under this SSA, any Services Contract, or any other agreement with Xerox. If Customer defaults, Xerox, in addition to its other remedies (including the cessation of Services), may require immediate payment of (a) 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 (b) any applicable ETCs. Customer will pay all reasonable costs, including attorneys' fees, incurred by Xerox to enforce any Services Contract. 7. CONFIDENTIAL INFORMATION. Each party will make reasonable efforts not to disclose the other party's Confidential Information to any third party, except as may be required by law, unless such Confidential Information: (a) was in the public domain before, at the time of, or after the date of disclosure through no fault of the non- disclosing party; (b) was rightfully in the non-disclosing party's possession or the possession of any third party free of any obligation of confidentiality; or (c) was developed by the non-disclosing party's employees or agents independently of and without reference to any of the other party's Confidential Information. Confidentiality obligations set forth herein will expire 1 year after expiration or termination of this SSA or the last effective Services Contract hereunder, whichever is later; provided however, confidentiality obligations with respect to Xerox Work, Xerox Tools and Xerox Client Tools will not expire unless (a), (b) or (c) above become applicable thereto. The parties do not intend for Customer to disclose confidential technical information hereunder, including, but not limited to, computer programs, source code, and algorithms. Customer will only disclose the same pursuant to a separate written agreement. Upon expiration or termination of this SSA or the last effective Services Contract hereunder, whichever is later, each party will return to the other or, if requested, destroy, all Confidential Information of the other in its possession or control, except such Confidential Information as may be reasonably necessary to exercise rights that survive termination of this SSA. If Custpmer receives a request to disclose any confidential informatio~ under any Public Information Act, Open Records Act or similar law ("Request"), the Customer may immediately notify Xerox and prior to disclosure give Xerox an opportunity to take any protective action it deems appropriate. If Xerox has not responded timely to the Request, ts defined by the applicable law for which the Request is mad~ pursuant to, the Customer may, in its sole discreti n and without being in breach of this Agreement, respond to th~ Request as the Customer deems appropriate. n the event that Xerox directs the Customer not to disclose confidential information materials sought pursuant to the Request, Xerox will indemnify the Customer against any losses, including reasonable attorney fees and costs, sustained arising from the non-disclosure of the confidential information material requested in the Request. Customer, in its sole discretion may tender the Request to Xerox for response, including, any and all subsequent legal actions or challenges related to the non-disclosure. 8. INTELLECTUAL PROPERTY. Customer represents and warrants that (a) it owns the Customer Content and Customer Assets or otherwise has the right to autiorize Xerox to use same to perform Services, and (b) Customer Content will not contain content that (i) is libel us, defamatory or obscene, (ii) violates any applicable law~j regulations, or (iii) infringes any third party righ . Customer acknowledges and agrees that Xerox does no~ undertake any obligation or duty whatsoever to d termine whether Customer Content may be duplicated without violating a third party's copyright. Xerox, its employees, agents and/or licensors will at all times retain all rights to Xerox Work, Xerox Client Tools and Xerox Tools and, except as expressly set forth herein, no rights to Xerox Work, Xerox Client Tools or Xerox Tools are granted to Customer. If required for royalty reporting purposes, Xerox may disclose Customer's name and address to the third party licensor of certain Xerox Tools. Xerox Tools will be installed and operated only by Xerox. 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, but Customer will have no rights to use, access or operate the Xerox Tools. 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. If Xerox Client Tools are included as part of the Services, they may be used by Customer only in conjunction with such Services. Customer agrees not to decompile or reverse engineer any Xerox Work, Xerox Client Tools, or Xerox Tools. Xerox grants Customer a non-exclusive, 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 Customer's customary business purposes, and not for resale, license and/or distribution outside of Customer's organization. Customer may not Form 52639 (November 2011) Gmr 04062017 Page 2 of 9 Exhibit A sublicense any rights granted to Customer hereunder, but may authorize a third party ("Designee") to use such rights, solely for Customer's benefit and Customer's internal business purposes. Any Designee operating or maintaining the delivered solution must be subject to written confidentiality obligations with respect to Confidential Information that are no less restrictive than those set forth in this SSA. Output of Services is Customer's sole and exclusive property and Xerox will have no rights therein, except as may be required for Xerox to perform Services. Assessments are provided for Customer's internal business use only, and not for resale, license and/or distribution outside of Customer's organization and the implementation of Assessments may not be performed by any third party. Except as expressly set forth in this Section, no other rights or licenses are granted to Customer. Any rights or licenses that are granted to Customer will immediately terminate if Customer defaults with respect to any of Customer's obligations related to such rights or licenses. Xerox reserves the right to terminate such rights or licenses if Customer defaults under any other obligation under a Services Contract. 9. CUSTOMER RESPONSIBILITIES. A. Customer will (i) provide the Customer Assets that Xerox needs to perform the Services and (ii) grant sufficient rights to enable Xerox and its agents to use all Customer Assets and Customer Content. B. During the term of an Order, Customer will permit access to Customer personnel that Xerox needs to perform the Services. c. Equipment prices include standard delivery charges for all Equipment and, for Equipment for which Xerox retains ownership, standard removal charges. Non-standard delivery or removal charges will be at Customer's expense. D. Customer will legally dispose of all hazardous wastes generated from use of Third Party Hardware and associated supplies. 10. EARLY TERMINATION. A. Equipment. Equipment included in an Order is being provided for the entire term of the Order. If, prior to the expiration of an Order, Customer terminates Equipment or requires Equipment to be removed or replaced, or Xerox terminates the applicable Order due to Customer's default, Customer will pay all amounts due as of the termination date and the ETCs set forth in the applicable Services Contract. B. Services. Unless otherwise set forth in an SOW, Customer may terminate or reduce any Services upon 90 days prior written notice without incurring ETCs. Notwithstanding the foregoing, if any Services are terminated (i) by Xerox due to Customer's default, or (ii) by Customer and Customer acquires Services from another supplier within 6 months of the termination of t.uch Services, Customer will pay all amounts due as of the termination date and ETCs equal to the then current MMC for the terminated or reduced Services, multiplied by the number of months remaining in the term of the applicable Order, not to exceed 6 months. C. Amortized Services and Third Party Funds. fhe cost of certain Services, such as consulting and training, may be amortized over the term of an Order Cfmortized Services"); or Xerox may provide funds to acquire Third Party Hardware, license Third Party Software, or retire debt on existing Third Party Hardware ("Third Party Funds"). Amortized Services and Third Party Funds are collectively referred to as "Funds". The Funds amount is included in the MMC. Notwithstanding Section 1 O.B above, if an Order is terminated prior to expiration for any reason, or if a unit of Third Party Hardware or any Third Party Software for which Third Party Funds have been provided is removed or replaced prior to expiration, Customer agrees to pay to Xerox (i) all amounts due as of the termination date, and (ii) ETCs equal to the remaining principal balance of the Funds, plus a 15% disengagement fee. Customer will maintain the manufacturer's maintenance agreement for any Third Party Hardware and Third Party Software.I 1 1 1 11. INDEMNIFICATION. A. Xerox, at its expense, if promptly notified by Customer and given the right to control the defense, will defend Customer from and pay any settlement agreed to by Xerox or any ultimate judgment for, any claim not identified in (i)-(vi) below or subject to Section 11.C below that any Services or Deliverables (excluding Third Party Products) infringe a third party's U.S. intellectual property rights. Xerox is not responsible for any non-Xerox litigation expenses or settlements unless Xerox pre-approves them in writing. Excluded herein are claims arising from or relating to: (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) Services performed, or Deliverables provided, to Customer's direction, specification or design, (iii) infringement resulting from or caused by Customer's misuse or unauthorized modification of systems or products; (iv) use of Services or Deliverables in combination with other products, services or data streams not provided by Xerox if such combination forms the basis of such claim; (v) Customer's failure to use corrections or enhancements to the Services or Deliverables provided by Xerox; and (vi) breach of Customer's representations and warranties in Section 9(b). If the use of the Services or Deliverables (excluding Third Party Products) are enjoined as a result of a claim under this Section, or in the reasonable opinion of Xerox are likely to be the subject of such a Form 52639 (November 2011) Gmr 04062017 Page 3 of 9 Exhibit A claim, Xerox will, at its option and sole expense, exercise any or all of following remedies: (w) obtain for Customer the right to continue to use such Services or Deliverables; (x) modify such Services or Deliverables so they are non-infringing; (y) replace such Services or Deliverables with non-infringing ones; or (z) terminate and/or accept the return of such Deliverables and refund to Customer any amount paid, less the reasonable rental value for the period such Deliverable was available to Customer. B. Xerox is not responsible for any litigation expenses of the Customer or any settlements unless it pre-approves them in writing. 12. LIMITATION OF LIABILITY. Neither party will be liable to the other, in the aggregate, for any direct damages in excess of the amounts paid by Customer to Xerox during the 12 months prior to the claim or $100,000, whichever is greater; and neither party will be liable to the other for any special, indirect, incidental, consequential or punitive damages arising out of or relating to this SSA or any Order hereunder, whether the claim alleges tortious conduct (including negligence) or any other legal theory. This limitation of liability is not applicable to: (a) any specific indemnification obligations set forth in this SSA; (b) where either party has (i) exceeded the rights to the other party's intellectual property granted to it under this SSA, or (ii) misappropriated or infringed the other party's intellectual property under this SSA. 13. ASSIGNMENT. It is mutually understood and agreed that this Agreement will be binding upon the Customer and Xerox and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Xerox without the prior consent of the Customer, which shall not be unreasonably withheld. 14. FORCE MAJ EURE. Except for payment obligations, neither party will 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. The affected party will notify the other party of each such circumstance. 15. MAINTENANCE SERVICES. A. Except for Equipment identified as "No Svc", Maintenance Services will be provided for the Equipment during Xerox's standard working hours in areas open for repair service. Maintenance Services excludes repairs due to: (i) misuse, neglect or abuse; (ii) failure of the installation site or the PC or workstation used with the Equipment to comply with Xerox's published specifications; (iii) use of options, accessories or products not serviced by Xerox; (iv) non-Xerox alterations, relocation, service or supplies; or (v) failure to perform operator maintenance procedrres identified in operator manuals. Replacement parts may lbe new, reprocessed or recovered and all rett'laced parts become Xerox's property. Xerox will, as Custom,r's exclusive remedy for Xerox's failure to provide Maintenance Services, replace the Equipment with an identical model or, at Xerox's option, another model with comparable features and capabilities. Notwithstanding anything to the contrary herein, Xerox will ha~e no obligation to replace Equipment beyond its end of servict' date. There will be no additional charge for he replacement Equipment during the initial Term. Unless the pplicable Order requires Xerox to provide me er readings, Customer will provide them using the method an frequency identified by Xerox. If Customer does not provide a meter reading, Xerox may reasonably estimate the reading and bill Customer accordingly. B. Cartridges. If Xerox is providing Maintenance Services for Equipment that uses Cartridges, Customer will use only unmodified Cartridges purchased directly from Xerox or its authorized resellers in the U.S. Failure to use such Cartridges will void any warranty applicable to such Equipment. Cartridges packed with Equipment and/or furnished by Xerox as Consumable Supplies will meet Xerox's new Cartridge performance standards and may be new, r~manufactured, or reprocessed and contain new and/or reprotessed components. To enhance print quality.I Cartridge(s) for many models of Equipment have been design~d to cease functioning at a predetermined poi~t. Many Equipment models are designed to function only with ¢artridges 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 be available from Xerox at an additional charge. C. PC/Workstation Requirements. For Equipment requiring connection to a PC or workstation, Customer must use a PC or workstation that either (i) has been provided by Xerox, or (ii) meets Xerox's published specifications. 16. CONSUMABLE SUPPLIES INCLUDED. If specified in an Order, Xerox will provide Consumable Supplies for Equipment. Consumable Supplies are Xerox's property until used by Customer, and Customer will (a) use them only with the Equipment included in the applicable Order, (b) return all Cartridges to Xerox as provided herein, and (c) at the end of the term of the applicable Order, return any unused Consumable Supplies to Xerox at Xerox's expense using Xerox-supplied shipping labels or destroy them in a manner permitted by applicable law. Should Customer's use of Consumable Supplies exceed Xerox's published yields by more than 10%, Xerox will notify Customer of such excess usage. If such excess usage does not cease within 30 days after such notice, Xerox Form 52639 (November 2011) Gmr 04062017 Page 4 of 9 Exhibit A may charge Customer for such excess usage. If Xerox provides paper under a Services Contract, upon 30 days' notice, Xerox may adjust paper pricing or either party may terminate the provision of paper. 17. 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 a Xerox factory, adds functions and features to a product previously disassembled to a Xerox predetermined standard, and contains both 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 no representations as to the manufactured status of Third Party Hardware. 18. TITLE, RISK OF LOSS AND PROTECTION OF XEROX'S RIGHTS. Title to Equipment and Third Party Hardware will remain with Xerox unless purchased by Customer. Risk of loss for the Products will pass to Customer upon delivery. Customer will keep the Products insured against loss and the policy will name Xerox as Loss Payee. Customer hereby authorizes Xerox or its agents to file financing statements necessary to protect Xerox's rights to Equipment and Third Party Hardware. 19. WARRANTIES AND DISCLAIMERS. A. Services Warranty. Xerox warrants to Customer that the Services will be performed in a skillful and workmanlike manner. If the Services do not comply with the service levels in an applicable SOW, Customer will notify Xerox in writing detailing its concerns. Within 10 days following Xerox's receipt of such notice, Xerox and Customer will meet, clarify the Customer's concern, and begin to develop a corrective action plan ("Plan"). As Customer's exclusive remedy for such non-compliance , Xerox will either modify the Services to comply with the applicable service levels 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. B. 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 SOW. If, within a reasonable time after provision of such Third Party Products, they cannot be brought into substantial conformance with the services levels in the SOW, and such non-conformance is a result of Xerox's use of such Third Party Products, Customer's exclusive remedy is to receive a refund of any fees paid for the non- conforming Third Party Products upon their return to Xerox. Xerox will pass through to Customer any warranties provided to it by the manufacturer or licensor of Third Party Products to the extent permissible. C. Warranty Disclaimer alnd UCC Waiver. EXCEPT FOR THE EXPRESS WARRANTIE$ SET FORTH IN THIS SECTION, XEROX MAKES NO OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED; AND XEROX DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, AND ANY WARRANTIES RELATING TO DESIGN, PERFORMANCE, FUNCTIONALITY, OR CbMPATIBILITY WITH CUSTOMER'S SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND I AS PERMITTED BY APPLICABLE LAW, CUSTOMER WAIVES ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. D. The warranties set forth in this SSA are expressly conditioned upon the use of the Services and Deliverables for the purposes for which they were intended or designed, and do not apply to Services or Deliverables subjected to misuse, accident, alteration or modification by Customer or any third party (except as specifically authorized in writing by Xerox). In no event will Xerox be responsible for any failure to perform Services caused by: (i) Customer Assets 1 , Customer Content, or services, maintenance, design impleme~ation, supplies or data streams provided by pustomer, Customer's agent or service provider to Xero for use hereunder, (ii) Customer's failure t~. contract for the minimum types and quantities of Products required by Xerox to perform the Services, or (iii) Customer's failure to perform its obligations under Section .A or 9.B. 20. SOFTWARE TERMS. A. Software License. Xerox grants Customer a non-exclusive, non-transferable license to use in the U.S.: {i) Base Software only with the Equipment with which it was delivered; and (ii) Application Software only on any single unit of Equipment for as long as Customer is current in the payment of all applicable software license fees. Customer has no other rights to Software. The Base Software license will terminate; (y) if Customer no longer uses or possesses the Equipment; or (z) upon the expiration of any Order under which Customer has rented or leased the Equipment (unless Customer has exercised an option to purchase the Equipment). Neither Xerox nor its licensors warrant that Software will be free from errors or that its operation will be uninterrupted. The foregoing terms do not apply to Diagnostic Software or to software/documentation Form 52639 (November 2011) Gmr 04062017 Page 5 of 9 Exhibit A accompanied by a clickwrap or shrinkwrap license agreement or otherwise made subject to a separate license agreement. Third Party Software is subject to license and support terms provided by the vendor thereof. B. Software Support. For Base Software, Software Support will be provided during the initial term of the applicable Order and any renewal period, but not longer than 5 years after Xerox stops taking customer orders for the subject Equipment model. For Application Software, Software Support will be provided as long as Customer is current in the payment of all applicable software license and support fees. 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 or with its vendors, will make reasonable efforts to: (i) assure that Software performs in material conformity with its user documentation; (ii) provide available workarounds or patches to resolve Software performance problems; and (iii) resolve coding errors for the current Release and the previous Release for a period of 6 months after the current Release is made available to Customer. Xerox will not be required to provide Software Support if Customer has modified the Software. Maintenance Releases or Updates that Xerox may make available will be provided at no charge and must be implemented within 6 months. Feature Releases will be subject to additional license fees at Xerox's then-current pricing. Each Release will be considered Software governed by the provisions of this Section 20 (unless otherwise noted). Implementation of a Release may require Customer to procure, at Customer's expense, additional hardware, and/or software from Xerox or another entity. Upon installation of a Release, Customer will return or destroy all prior Releases. Xerox may annually increase Software license and support fees for Application Software. For State and Local Government Customers, this adjustment will take place at the commencement of each of Customer's annual contract cycles. C. Disabling Code. Software may contain code capable of automatically disabling the Equipment. Disabling code may be activated if: (i) Xerox is denied access to periodically reset such code; (ii) Customer is notified of a default under a Services Contract; or (iii) Customer's license is terminated or expires. D. Diagnostic Software. Diagnostic Software is a valuable trade secret of Xerox. Xerox does not grant Customer any right to use Diagnostic Software. 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. E. Title and Rights. Title and all intellectual property rights to Software and Diagnostic Software will reside solely with Xerox and/or its licensors (who will be considered third-party beneficiaries of Section 20.A. Customer will not, and will not allow its employees, agents, contractors, or vendors to: (i) distribute, copy, modify, create derivatives of, decompile or reverse engineer Software or Di~gnostic Software; (ii) activate Software delivered with the Equipment in an inactivated state; or (iii) access or ~isclose Diagnostic Software for any purpose. 21. REMOTE SERVICES. Certain models of Equipment are supported and serviced using data that is automatically collected by Xerox from the Equipment via electronic transmissio~ from the Equipment to a secure off-site location. Hxamples of automatically transmitted data include product r gistration, meter read, supply level, Equipment donfiguration and settings, software version, and problem/fault ode data. All such data will be transmitted in a secure manner specified by Xerox. The automatic data transmission capability 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. 22. DATA SECURITY. Certain models of Equipment can be configured to include a variety of data security features. There may be an additional cost associated with certain data security features. The selection, suitability, and use of data security features are solely Customer's responsibility. Upon request, Xerox will provide additional ~~formation to Customer regarding the security features availabl~ for particular Equipment models. 23. ~ISCELLANEOUS. This SSA and the Services Contract(s) h~ reunder constitute the entire agreement of the parties as to its subject matter, supersede all prior and contemporaneous oral and written agreements, and will be construed under the laws of the State of California (without regard to conflict-of-law principles). 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. In any action to enforce this SSA or any Services Contract hereunder, the parties agree to the jurisdiction and venue of the federal or state courts in County of San Diego, State of California. If a court finds any term of this SSA or any Services Contract to be unenforceable, the remaining terms of this SSA and the Services Contract will remain in effect. The delay or failure by either Party to enforce any right or remedy under this SSA or any Services Contract will not constitute a waiver or forgiveness of such right or remedy. Xerox may retain a reproduction (e.g., electronic image, photocopy, facsimile) of this SSA or any Order, which will be admissible in any action to enforce it, but only SSA or Order held by Xerox will be considered an original. Except for documentation of Equipment replaced by Xerox for reasons other than trade-in, all changes to this SSA or any Order will be made in an amendment signed by both parties. Customer represents that: (a) it has the lawful power and authority to enter into this SSA, (b) the person signing this SSA or any Order is duly authorized Form 52639 (November 2011) Gmr 04062017 Page 6 of 9 Exhibit A to do so, (c) entering into this SSA will not violate any law or other agreement to which it is a party, (d) it is not aware of anything that will have a material negative effect on its ability to satisfy its payment obligations under this SSA or any Services Contract, and (e) all financial information it has provided, or will provide, to Xerox is true and accurate and provides a good representation of Customer's financial condition. Each party will promptly notify the other, in writing, of any change in ownership, or if it relocates its principal place of business or changes the name of its business. The following four clauses will control over every other provision in a Services Contract: (w) Customer and Xerox will comply with all laws applicable to the performance of its obligations hereunder, (x) in no event will Xerox charge or collect any amounts in excess of those allowed by applicable law, (y) any part of a Services Contract 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 Services Contract to the maximum amount allowed by law, and (z) if in any circumstances, an amount in excess of that allowed by law is charged or received, such charge will be deemed limited to the amount legally allowed and the amount received by Xerox in excess of that legally allowed will be applied to the payment of amounts owed or refunded to Customer. 24. DEFINITIONS. A. "Application Software" means software and accompanying documentation identified in an Order as "Application Software". B. "Assessments" means assessment and recommendation reports created by Xerox in the performance of assessment Services. C. "Base Software" means software and accompanying documentation provided with Equipment. D. "Cartridges" means Equipment components designated by Xerox as customer replaceable units, including copy/print cartridges and xerographic modules or fuser modules. E. "Confidential Information" means this SSA, Orders and certain business information identified as confidential that each party may disclose to the other. Customer Content is considered Customer Confidential Information. Xerox Work, Xerox Tools, and Xerox Client Tools are considered Xerox Confidential Information. F. "Consumable Supplies" means black toner (excluding highlight color toner), black developer, Cartridges and, if applicable, fuser agent. For full-color Equipment Orders that include Consumable Supplies, Consumable Supplies also includes, as applicable, color toner and developer. For Equipment identified as "Phaser", Consumable Supplies may also include, if applicable, black solid ink, color solid ink, imaging units, waste cartridges, transfer rolls, transfer belts, transfer units, ~elt cleaner, maintenance kits, print Cartridges, drum Cartridges, waste trays and cleaning kits. · G. H. I. J. K. L. M. N. 0. P. Q. II "Customer Assets" means all hardware, software, and or workspace owned, leased, rented, licensed and/or controlled by Customer, and any services used by Customdr that Xerox needs to use or access to enable Xerox to perform the Services. I "Customer Content" means documents, materials, and data provided in hard copy or electronic format by Customer to Xerox containing information about Customer and/or Customer's clients. "Deliverables" means Products, Output of Services, Assessments, and Documentation. "Developments" means items created by Xerox and its employees, agents, and/or licensors, including, but not limited to, computer programs, code, reports, operations and procedures manuals, forms, design or other works of authorship or materials, in the course of performing Services. "Diagnostic Software" means software used by Xerox to eJf1uate or maintain the Equipment. "Documentation" means all manuals, brochures, specificatipns, information, and software descriptions, in electronic, printed, and/or camera-ready form, and related materials customarily provided by Xerox for Customer's use as part of the Services. "Eligible Affiliate" means any domestic entity which controls, is controlled by, or is under common control with Customer. Control (including the terms controls, controlled by and under common control with) means direct or indirect power to direct the management and policies of an entity. "Equipment" means Xerox-brand equipment. "ETCs" means early termination charges paid by Customer in the event of early termination, for loss of bargain and not as a penalty, as more fully defined in this SSA or the applicable Services Contract. "Feature Releases" means new releases of Software that include new content or functionality. "Maintenance Releases" or "Updates" means new releases of Software that primarily incorporate compliance updates and coding error fixes. Form 52639 (November 2011) Gmr 04062017 Page 7 of 9 R. S. T. U. V. w. X. Y. Z. AA. BB. CC. DD. EE. FF. GG. HH. II. JJ. KK. LL. MM. NN. 00. Exhibit A "Maintenance Services" means the services provided by Xerox (or a designated servicer) to keep the Equipment in good working order. "MMC" means the Monthly Minimum Charge identified in an Order which, along with any Additional Impression Charges, covers the cost for the Services, Products, and Maintenance Services. The MMC may also include lease buyout funds, Third Party Funds, supplemental funds, monthly equipment component amounts, remaining Customer obligations from previous contracts, amounts being financed or refinanced, and Amortized Services. One-time items are billed separately from the MMC. "Order" means any (i) SSO, (ii) SOW which references an applicable Services Contract Number and is signed by Customer and Xerox, or (iii) PO. "Output of Services" means electronic images created by scanning tangible documents containing Customer Content, or the content of any reports and other materials, created by Xerox specific to and for Customer per the applicable Order, but does not include software. "PO" means a Customer-issued purchase order accepted by Xerox that references an applicable Services Contract Number. "Pre-existing Work" means items used or incorporated into the Services or Deliverables, or developed or acquired by Xerox independent of performing the Services. "Products" means, collectively, Consumable Supplies, Equipment, Software, and Third Party Products. "Releases" means, collectively, Maintenance Releases, Updates, and Feature Releases. "Services" means managed services (e.g. copy center and mailroom services), consultative services, and/or professional services, including, but not limited to, assessment, document management, and imaging and language translation services. "Services Contract" means this SSA together with one or more Orders designated by the same Services Contract Number. "Services Contract Number" means a 10-digit number assigned by Xerox to each Services Contract. "Software" means Application Software and Base Software. "Software Support" means the support and maintenance of software provided by Xerox (or a designated servicer). "SSO" means a Services and Solutions Order issued by Xerox pursuant to this SSA. I "SOW" means a statement of tork describing Services and Deliverables which (i) is incor~orated by reference into an SSO, or (ii) refer1nces an applicable Services Contract Number and is signed by Customer and Xerox. "Taxes" means all taxes, fees, or charges of any kind (including interest and penalties) assessrd by any governmental entity on this SSA ~r any Order hereunder or the amounts payable to Xerox unde this SSA or any Order. Taxes do not include personal property taxes in jurisdictions where Xerox is required to pay personal property taxes, or taxes on Xerox's income. "Third Party Funds" is defined in Section 1 0.C. "Third Party Hardware" means non-Xerox brand equipment. "Third Party Products" means, collectively, Third Party Hardware and Third Party Software. "Third Party Software" means non-Xerox brand software. "U.S." means the United States Jrd its territories and possessions. It "Xerox Client Tools" means ce1ain Xerox proprietary tools (including any modifications, enha cements, improvements, and derivative works) that are owned by Xerox and are licensed to Customer for its se under an accompanying click wrap license agreement. "Xerox Tools" means certain Xerox proprietary tools (including any modifications, enhancements, improvements and derivative works) used by Xerox to provide certain Services. "Xerox Work" means, collectively, Developments and Pre-Existing Work. 25. FUNDING. 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 lease term and to make all payments required under this Agreement or an Order. If (1) through no action initiated by Customer, Customer's governing body does not appropriate funds for the continuation of this Agreement or an Order for any fiscal year after the first fiscal year and has no funds to do so from other sources, and (2) Customer has made a reasonable but unsuccessful effort to find an assignee within Customer's general organization who can continue this Agreement or an Order, this Agreement or the Order may Form 52639 (November 2011) Gmr 04062017 Page 8 of 9 Exhibit A be terminated. To effect this termination, Customer must, 30 days prior to the beginning of the fiscal year for which Customer's 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 for the current fiscal year. CITY OF CARLSBAD Name (please print) Chlef Of?e...-1-jion1 off,c~ Title lioo CA,....lr b"'ol Vi'll~ DY--ivc.., Address Ctitvlsi::>D1.dCA e,z.oo.V s~ pte t'Vl lo e....-\ I ?-0 l 1: Date Form 52639 (November 2011) Gmr 04062017 XEROX CORPORATION @/fU?)i ~L-- Signature ya, drrd/ Title / ~(/ C..//'11./m, ~ ,_ ~:- 7{ <-1~h~S,rc:,p ;f.} y If '1 lf Y, Address1J' b <j, /;? ' Date t t Page 9 of 9 Pool Plan under Services Contract# 7166816-001 Pool Identifier 92453 92452 Pool Information Pool Name Xerox B/W MFD Pool Xerox Color MFD Pool Pool Transaction Type New New Customer: CARLSBAD, CITY OF Bill To: CITY OF CARLSBAD PURCHASING 1635 FARADAY AVE CARLSBAD, CA 92008-7314 Pool Meter Type Black & White Color Meter Reconcilation Period Annual Annual Pool Plan Effective Date 9/1/2017 9/1/2017 Pooled Units (Installed or Pending Delivery) 6 6 Exhibit B ~···•t\. ® xerox -~f Meter Pricing Plan Monthly Impressions Included in Plan 10,000 500 Pool Additional Impression Charge $0.0069 $0.0556 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 Authorized Signature Your signature indicates your agreement to the items and pricing in this Pool Plan. Signer: Heather Pizzuto Phone: 760-602-2056 Customer Authorized Signature: //{ ./ ~ -z Date: q// I/ 7-~ c. WU 451268 SSO DMA 8/21/201711:16:42 AM Confidential -Copyrighte> 2008 XEROX CORPORATION, All rights reserved 0 6 9 1 3 7 5 0 9 0 0 1 0 0 4 0 Thank You for your business! This agreement is proudly presented by Xerox and Lisa MM Ray 619-260-3119 For information on your Xerox Account, Please see your Sales Representative Page 1 of 4 Exhibit B Pool Plan under Services Contract# 7166816-001 xerox t;)® Pool Identifier : 92453 Pool Name : Xerox 8/W MFD Pool Pool Meter Type : Black & White C8030H Pending Delivery Added 2 I C8030H Pending Delivery Added 3 I C8030H Pending Delivery Added 4 I C8030H Pending Delivery Added 5 I C8030H I Pending Delivery Added 6 I C8030H I Pending Delivery Added WU 451268 SSO DMA 8/21/201711:16:42 AM Confidential -CopyrightC 2008 XEROX CORPORATION, All rights reserved Page 2 of 4 0 6 9 1 3 7 5 0 9 0 0 2 0 0 4 0 Exhibit B Pool Plan under Services Contract # 7166816-001 xerox-;)® Pool Identifier: 92452 Pool Name : Xerox Color MFD Pool Pool Meter Type: Color C8030H I Pending Delivery Added 2 I C8030H I Pending Delivery Added ---3 C8030H I Pending Delivery Added 4 I C8030H I Pending Delivery Added 5 I C8030H I Pending Delivery Added 6 I C8030H I Pending Delivery Added WU 451268 SSO DMA 8/21/201711:16:42 AM Confidential • Copyrighte> 2008 XEROX CORPORATION, All rights reserved Page 3 of 4 0 6 9 1 3 7 5 0 9 0 0 3 0 0 4 0 Pool Plan under Services Contract # 7166816-001 1. THE POOL PLAN modifies the Services Contract, entered into between Customer and Xerox and identified by its 10-digit Services Contract number on the Pool Plan documents. This Pool Plan and the Services Contract constitute the entire agreement as to the pool(s) identified herein, and supersedes all other oral and written agreements regarding said pool(s). Except as set forth in this Pool Plan, the Services Contract will remain as stated. In the event of a conflict between the terms of the Services Contract and this Pool Plan, this Pool Plan will control. 2. DEFINITIONS: Any term not defined below for this Pool Plan will be as set forth in the SSA or SSO. As used herein, the following terms will have these meanings: a. "Additional Impression Charge" or "AIC" means the charge for each impression above the Monthly Impressions Included in Plan. b. "Meter Reconciliation Period' ("MRP") means the frequency with which the actual impressions made on Pooled Equipment are compared to the Monthly Impressions Included in Plan for invoicing purposes. Each pool may only have one MRP. c. "Pool Plan" means a specific pricing arrangement for impressions for 2 or more units of Equipment, with applicable terms and conditions. Multiple Pool Identifiers may exist under a Services Contract. d. "Xerox Equipment In Pool" or "Pooled Equipment" means the Equipment set forth in the Xerox Equipment In 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 & White and Color meters may contribute to more than one pool. Multiple pools may exist under a Services Contract e. "Monthly Impressions Included in Plan", as shown in the Pool Plan documents, indicates the monthly level of impressions that must 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. "Annual" means 12 consecutive months beginning in January. 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 will 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. 5. ANNUAL RECONCILIATION: If the MRP is Annual, Xerox will invoice the AIC at the end of each calendar year for impressions in excess of 12 times the Monthly Impressions Included in Plan. Partial years will be invoiced on a pro rata basis, based on a 30-day billing month. Exhibit B .....!.._._..,,'!<. ® xerox~, 6. POOL PLAN CREATION AND MODIFICATIONS: The Pool Plan Effective Date will be (i) the date shown on the face of the Pool Plan documents, or (ii) the installation date of the first newly placed unit of Xerox Equipment In Pool-at the inception of a pool, whichever is later. a. NEW POOL OR ADDITIONS TO POOL: When a pool is created or when Equipment is added to a pool the Equipment will be invoiced using its pool AIC in effect at the end of that MRP. b. REMOVALS FROM POOL: When a unit of Equipment is removed from a pool and its SSO, the Equipment will be invoiced using its pool AIC in effect at the end of the previous MRP. When a unit of Equipment is removed from a pool and continues under its SSO, it will revert to its SSO AIC, exclusive of any Pool Plan, beginning on the first day of the MRP during which the Equipment is removed from the pool. c. TERMINATION OF A POOL: Either party may terminate a pool upon 30 days prior written notice. A modification resulting in less than 2 units in a pool will be a termination of that pool. When a pool is terminated and the Equipment is removed from its SSO, the Equipment will be invoiced using its pool AIC in effect at the end of the previous MRP. When a pool is terminated and the Equipment continues under its SSO it will be invoiced using its then current SSO AIC. d. TRANSFERRING EQUIPMENT FROM ONE POOL TO ANOTHER POOL: When Equipment is transferred from one pool to another pool, the Equipment will be invoiced for the entire MRP using the receiving pool s AIC in effect at the end of that MRP. 7. EQUIPMENT TERMINATION: When a unit of Equipment in a pool is terminated, Customer will be invoiced for that unit as set forth in this Pool Plan and for any other applicable charges as set forth in the SSA or Services Contract. WU 451268 SSO DMA 8/21/201711:16:42 AM Confidential -CopyrightC 2008 XEROX CORPORATION, All rights reserved Page 4 of 4 0 6 9 1 3 7 5 0 9 0 0 4 0 0 4 1 Invoice Presentment Statement of Work Contract/ Customer Name: City of Carlsbad Libraries Contract Number: 7166816-001 Contract Services/ Effective Date: 9/1/17 Invoice Requirements Invoice Delivery Information Invoicing Delivery Method Required: Client US Mailing Address Exhibit C Xerox Device and Services Invoice Selections : Invoice at the Contract Level (10 Digit) -2 Sub Totals; !.Xerox Equip & Software 2.Services Is a Purchase Order required on the invoice? No Offering Selections: Not Applicable Reporting Requirements Reporting Information: Is Invoice Backup Reporting Required? Yes Does the Customer agree to the Standard Invoice Backup Reporting? Yes Xerox -Which Standard backup reporting being requested? (Multiple selections allowed) Include Serial Number Overage Detail based on Invoice Presentment with System Invoice Serial Number Minimum & Overage Detail Report generated by AOM Consolidated Invoice Customer Report generated by AOM Additional Information Billing Frequency Information: Is this contract in agreement to the standard practice to bill monthly minimums in advance, and billable supplies and meters in arrears? Yes Is this contract in agreement to the standard practice invoice overage (meter/usage reconciliation) of monthly? No Meter/Usage Reconciliation Selection: Annual (Jan-Dec) Federal Government Information: Is this contract for a Federal Government Approved Cu stomer? No End of Invoice Presentment Statement of Work Form# Xerox Device and Services billing system: Xone Customer Owned/NX and Services billing system: N/ A Date approved: 07 /13/17 Page 1 of 1 Exhibit D ® Statement of Work Addendum Ag_reement # 7166816-00 I City of Carlsbad Libraries xerox~ Service(s) Provided: DocuCare Break/Fix Service Service Component Work Process Descriptions DocuCare Preventative Maintenance DocuCare complements the standard equipment break/fix service for selected Xerox brand equipment by providing preventative maintenance services to improve equipment uptime and maintain equipment performance. DocuCare is available only for selected Xerox brand product families. The list of equipment covered by DocuCare is maintained separately from this document to accommodate potentially frequent changes to the covered equipment population. Docucare break/fix service is not available for non-Xerox branded equipment. DocuCare certified Client Associates will: 1. Develop and implement a preventative maintenance schedule for identified high-use equipment covered by this agreement. 2. Help identify potential equipment service problems before they anse. 3. Perform preventative maintenance tasks. 4. Maintain an appropriate on-site inventory of parts and consumable supplies. 5. When required, serve as an interface to off-site technicians or remote diagnostics. 6. When required, perform color balancing and color printer calibration. Other Carlsbad Libraries will provide the following: 1. Use of phone and a secure storage drawer or cabinet to store backup software and media 2. MIS primary contact 3. Network ports for servers, printer, and release stations Services Defined As Of: June 19, 2017 Service Configuration Parameters DocuCare services will be available to the client on the following days of the week: Monday through Friday, from 8:00 am to 5:00 pm DocuCare Services are provided for up to 30 customer contracted machines. DocuCare Services are provided for the following product families: C8030 & C400 Maximum distance between machines serviced under DocuCare under this agreement is 20 miles. Machines serviced under DocuCare are in the following locations: • Dove Library • Cole Library • Library Learning Center DocuCare Associate will provide first responder service for the following: Vend units, release stations, reservation stations, bar code scanners, queue monitors, servers, and software. 3rd party equipment and software: 6 Print Release Stations & 6 PC Mgmt Sign in Stations with Barcode Scanners 3 Dell Servers 8 Jamex Vend Stations Jamex Integration Uniprint Software & Support Pharos Mobile Print Software Pharos On-site installation Service Market Code1 BF-220 BF-Al 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 3rd parties. 1The Service Market Code is for Xerox internal use purposes only. 1 Form # 52520 (7/2011) Statement of Work DocuCare Break/Fix Service Exhibit D (!) Statement of Work Addendum Agreement# 7166816-001 City of Carlsbad Libraries xerox Services Defined As Of: June 19, 2017 Service Service Component Work Process Descriptions Service Configuration Parameters Market Code1 Client Problem Resolution BF-104 A single point of contact is provided for customers to request DocuCare Associate will provide fi rst assistance or service. responder service DocuCare Equipment Service BF-201 DocuCare compliments the standard equipment break/fi x servi ce Decentralized equipment covered by this for selected Xerox brand equipment by providing.first responder agreement will be checked, cleaned and services to improve equipment uptime and maintain equipment restocked with needed consumables every perfo rmance. DocuCare Service is incremental to the standard week. Xerox equipment maintenance agreement for break/fix service. DocuCare is available only for selected Xerox product families. The list of equipment covered by DocuCare is maintained separately fro m this document to accommodate potentiall y frequent changes to the covered equipment population. Docucare break/fi x service is not available for non-Xerox branded equipment. The Xerox DocuCare Client Associate serves as the initial point of contact to receive and troubleshoot equipment service calls. DocuCare certified Client Associates will: 1. Understand common machine fault codes and correct them. 2. Diagnose and correct common image quality problems. 3. Replace major components in the print engine, fusing subsystem, and paper handling areas of copiers and printers. 4. Maintain contracted customer uptime. 5. The DocuCare Client Associate will maintain a copi er/printer service call log fo r all machines covered by this agreement. 6. Promote service technician call avoidance, including use of eService web-based tools that provide self-help, how-to info rmation, troubleshooting guidelines, and other technical resources to resolve problems locally. This requires the Associate to have access to a computer and to the internet at the customer site. 7. Initiate web-based service calls to the customer service engineer. This requires the Associate to have access to a computer and to the internet at the customer site. 8. Upon completio n of a service request, the customer is informed of the resolution to the pro blem. 9. The DocuCare Client Associate will clean equipment and distribute customer inventoried supply items to equipment locations supported under this agreement. 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 Informati on, not to be shared with 3rd parties. 1The Service Market Code is fo r Xerox internal use purposes only. 2 Form # 52520 (7/2011) Statement of Work DocuCare Break/Fix Service Statement of Work Addendum Agreement# 7166816-001 City of Carlsbad Libraries Exhibit D xerox~r Services Defined As Of: June 19, 2017 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 at the client site is configured with a mix of people, process, equipment, software and networking to achieve 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 to client departments and maintains client awareness so that services may be rendered where and when needed. Equipment Service Xerox manages and performs equipment service as contracted. 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, as required to meet customer's needs. Operations Management Xerox manages the services operation, including people, processes, and technology, to assure operational service as contracted. Requests for services above these contracted service levels wi ll 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 w ith 3rd parties. 3 Form # 52520 (7 /2011) Statement of Work DocuCare Break/Fix Service Statement of Work Addendum Agreement# 7166816-001 City of Carlsbad Libraries Exhibit D Services Defined As Of: June 19, 201 7 Standards of Performance Definitions: 1. DocuCare Associate Response: Based on the DocuCare Associate calling the end user back after receiving the call or notification from the end user of an equipment issue. 2. Service Response Time: The time the Service Technician takes to respond on site (or by phone if on site not required) to the DocuCare Associate or Client initiated service request. 3. Downtime: Downtime shall mean the number of Contracted Period of Coverage hours in any calendar month during which an item of Equipment, maintained hereunder, is completely inoperative (cannot make prints/copies) during the month and such inoperability is not due to misuse, fire, or using the Equipment in a manner other than was intended. 4. Downtime Calculation: Downtime is calculated from the point in time when Xerox receives the service request for Equipment that cannot make prints/copies until such time as the Equipment is operating per Xerox specifications. Downtime includes machine-repair time and response time when the Equipment is completely inoperative. Downtime excludes preventive maintenance, Equipment move time, time consumed in producing usable prints/copies and maintenance service rendered due to user misuse. 5. Target Response Time: A standard response time for a particular product, which is determined by the Xerox Service Organization. 6. Equipment "Availability Hours": The number of Contracted Period of Coverage hours per calendar month that the Xerox Owned Xerox Brand Equipment may be available for use 7. Contracted Period of Coverage hours shall mean 8:00 am to 5:00 pm local time Monday through Friday (except Xerox celebrated holidays). 8. Product Family: Equipment classification based upon standardization volume segments (i.e. low, mid , high) black and white/ color or light lens/ digital. Service Response Time will be calculated for each Product Family. For example, a fleet of eight 6180's and twenty DC440's would need a response time for the 6180 family and a separate response time for the DC440 family. Assumptions: 1. The Service Configuration Parameters ("Parameters") set forth in this Statement of Work ("SOW') 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 of Performance ("SOP") set forth herein for such Service. Xerox shall use reasonable efforts to meet 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 add ress the situation. 2. This SOW (and its SOP) applies to DocuCare Services only. Any other Service provided under this Agreement must be reflected in a separate SOW. 3. The DocuCare Service Response Time SOP metric below applies only to solutions that include one or more onsite full-time DocuCare associates. Reporting: 1. Xerox will provide a monthly report for Equipment Uptime. Requests fo r 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 3rd parties. 4 Form # 52520 (7/2011) Statement of Work DocuCare Break/Fix Service Performance Criteria DocuCare Service Response Time Special Note: This SOP metric applies only to solutions that include one or more onsite full- time DocuCare associates. Average Technical Service Response Time by Product family Exhibit D Statement of Work Addendum Agreement# 716681 6-001 City of Carlsbad Libraries xerox~® Services Defined As Of: June 19, 2017 Measurement Description Calculation 95% The DocuCare The measurement for DocuCare Service Response Time is Response Associate will calculated by dividing the total number of calls responded Time for respond to end user to in one hour or less by the total number of calls during Xerox issues within one each month. branded hour. equipment 95% The average amount The measurement for Average Technical Service Achievement of time between the Response Time by Product Family is calculated by dividing of Target DocuCare or Client the Target Response Time by the Average Service Response initiated service call Response Time ("ASRT'J Time for and the arrival of the Example using 6180 family products: Xerox Service Technician at branded the site. • Target Response Time is the Xerox standardized equipment response time for the 6180 product family. • ASRT is measured by dividing the Sum of all 6180 Service Call Response Times (this is done by adding . up the total response times for all 6180 family products) by the Total Number of Service Calls on the 6180 pieces of equipment. • Target Response Time for 6180's = 4 hours • Sum of 6180 Service Call Response Times = 49 hours • Total Number of Service Calls on 6180 = 12 = 4 hours I (49 hoursl12 calls) = 4 14.08 = 97.9% Achievement of Target Response Time Note: Average Service Response Time is measured for the entire product family and is calculated on a quarterly basis. 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 3rd parties. 5 Form # 52520(7/2011) Statement of Work DocuCare Break/Fix Service Performance Criteria Equipment Uptime ("Availability Hours") Exhibit D Statement of Work Addendum Agreement# 7166816-001 City of Carlsbad L ibraries xerox~® Services Defined As Of: June 19, 2017 Measurement Description Calculation 98% Three The three month The measurement for Equipment Uptime is calculated by Month Rolling rolling average dividing the (Availability Hours -Equipment Downtime) Average percentage that the by the Availability Hours. Uptime for equipment is Eq uipment Downtime is the Total Service Xerox brand available for use • equipment within the Contracted Response Time plus Machine-Repair Time Period of Coverage. (excludes normal interrupts, e.g. lunch) -Total Service Response Time is the actual time the technician arrived on site minus the time the initial service call was placed if the machine is in a "down" (cannot make pri nts or copies) condition. -Machine-Repair Time is the time it takes the technician to repai r the machine to be operational. • Availability Hours is the contracted period of coverage for that machine. (Equal to the total number of working days per month times 8 hours for each shift.) Example. One shift for month of March with no holidays= 8 hours x 21 days = 168 hours. EXAMPLE Equipment Downtime = (Response Time + Repair Time) Total Service Response Time: 4 hours Machine Repair Time: 1 hour Equipment Downtime= (4 + 1) = 5 Availability Hours: 21 x 8 = 168 Hours (168 -5) 1168 = 97% Equipment Uptime Note: Availability Hours is calculated for the entire fleet of machines (multiply Contracted Period of Coverage hours by total number of machines) on a 3 month rolling average. END OF STATEMENT OF WORK FOR DOCUCARE BREAK/FIX SERVICE 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 3rd parties. 6 Form # 52520 (7/2011 ) Statement of Work DocuCare Break/Fix Service Exhibit E Statement of Work Addendum Agreement# 7166816-001 City of Carlsbad Libraries Services Defined As Of: June 19, 2017 Service(s) Provided: Administrative & Account Management Services Service Component Work Process Descriptions Service Configuration Parameters Service Market Code' Customer Interface AAS- 101 The Xerox Account Associate is available on call The Xerox Account Associate is available on call to provide contracted services to the client. to provide contracted services to the client on the following days of the week: • Monday through Friday • For up to IO hours per week With standard hours of8:00am to 5:00pm, except standard Xerox and client holidaxs.) 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 quarterly listing with each devices' model number, serial basis. number and location for all the equipment managed under this contract. Machine Move Coordination AAS- Xerox will support moves throughout the Carlsbad 202 Xerox may coordinate equipment relocations for Library system utilizing Via Xerox equipment equipment managed by Xerox Services under this re location services. 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 is available on call 203 The Xerox Account Associate may respond to to respond to questions regarding the operation of questions regarding the operation of equipment and equipment and provide basic end-user operator provide basic end-user operator support where support where appropriate appropriate 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 3rd parties. 'The Service Market Code is for Xerox internal use purposes only. 1 Form # 52523 (3/2011) Statement of Work - Administrative and Account Management Statement of Work Addendum Agreement# 7166816-001 City of Carlsbad Libraries Exhibit E xerox ~.® -~ Services Defined As Of: June 19, 2017 Service Component Work Process Descriptions Service Configuration Parameters Service Market Code1 Supplies Management Support AAS- 204 Xerox coordinates the inventory and reorder of Xerox provides supplies management support for client replaceable supplies at client agreed-upon up to 30 devices locations. At the following locations: • Dove Library • Cole Library • Library Learning Center Key Operator Support SM-501 Xerox replenishes client replaceable supplies and Xerox provides key-op support for up to 30 provides light output device maintenance (key-op) devices at client agreed-upon locations and schedules. (e.g. At the following locations: clean device exterior and clear jams). • Dove Library • Cole Library • Library Learning Center Per the following schedule/frequency: weekly Meter Read Services CE-207 Xerox gathers and submits meter reads monthly to Xerox provides meter reading services for up to the individual or vendor responsible for entering 30 devices meter read data into the billing process. Xerox associate will check out a key from Xerox delivers the meter read report to client designated Library employees at each location for specified contacts and client specified vendors. the collection of meter reads. Collection and key will immediately be returned to the designated Library employee at each location on a monthly basis. Locations where Xerox physically reads meters: • Dove Library • Cole Library • Library Learning Center In other documented locations covered by this agreement Xerox wi ll facilitate gathering of client provided meter reads. 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 3rd parties. 1The Service Market Code is for Xerox internal use purposes only. 2 Form # 52523 (3/2011) Statement of Work - Administrative and Account Management Exhibit E ® Statement of Work Addendum Agreement# 7166816-001 City of Carlsbad Libraries xerox t..; Services Defined As Of: June 19, 2017 Service Component Work Process Descriptions Service Configuration Parameters Service Market Code1 Reporting AAS- 601 Reporting provides client print volume and usage Client reporting will be provided by the Xerox trends. Reporting may be customized to meet new Account Operations Manager on a monthly basis. client requirements if mutually agreed upon by The AOM will develop and document a reporting both parties. communication 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 Account Operations 1. Review reporting results, services Manager on a quarterly basis. performance against objectives, outstanding issues, and other agreed-upon agenda items. 2. Review opportunities for improvement. Customer Satisfaction Survey AAS- 700 The client will receive regular customer Xerox Services administers customer satisfaction satisfaction surveys. Surveys are used to measure surveys via a 3rd Party on an annual basis. equipment, personnel, and managed services satisfaction. Other AAS- Al 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 3rd parties. 1The Service Market Code is for Xerox internal use purposes only. 3 Form # 52523 (3/2011) Statement of Work - Administrative and Account Management Exhibit E Statement of Work Addendum Agreement# 7166816-001 City of Carlsbad Libraries xerox t~ Services Defined As Of: June 19, 2017 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 at the cl ient site is configured with a mix of people, process, equipment, software and networking to achieve 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 to client departments and maintains client awareness so that services may be rendered where and when needed. Equipment Service Xerox manages and performs equipment service as contracted. 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, as required to meet customer's needs. Operations Management Xerox manages the services operation, including people, processes, and technology, to assure operational service as contracted . 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. 4 Form # 52523 (3/2011) Statement of Work - Administrative and Account Management Assumptions: Statement of Work Addendum Agreement# 7166816-001 City of Carlsbad Libraries Exhibit E xerox£r Services Defined As Of: June 19, 2017 Standards of Performance 1 . The Service Configuration Parameters ("Parameters") set forth in this Statement of Work ("SOW') 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 of Performance ("SOP") set forth herein for such Service. Xerox shall use reasonable efforts to meet 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 to Administrative 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 of Work. Reporting: 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% 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 client. service visits completed on time by the total number of administrative service visits required during each month. END OF STATEMENT OF WORK FOR ADMINISTRATIVE & ACCOUNT MANAGEMENT SERVICES Requests for services above these contracted service levels will be subj ect to equipment/resource availability. This document is proprietary and, as such, is to be treated as Xerox Confi dential Information, not to be shared with 3rd parties. 5 Form# 52523 (3/2011) Statement of Work - Administrative and Account Management ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 08/24/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh USA, Inc. NAME: PHONE I FAX 1166 Avenue of the Americas Air Ji.I .... c.,n. fA/C Nol: New York, NY 10036 E-MAIL Attn: Xerox.certrequest@Marsh.com Fax:212-948-0500 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: ACE American Insurance Company 22667 INSURED INSURER B : Indemnity Insurance Company of North America 43575 XEROX CORPORATION 201 MERRITT 7 INSURER C : ACE Fire Underwriters Ins. Co. 20702 NORWALK, CT 06851-1056 INSURERD: INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: NYC-010033729-21 REVISION NUMBER: 13 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE ,ucn ""',n POLICY NUMBER fMM/DD/YYYYl fMM/DD/YYYYl LIMITS A X COMMERCIAL GENERAL LIABILITY H DO G27860370 01/01/2017 01/01/2018 EACH OCCURRENCE $ 2,000,000 -D CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES /Ea occurrence\ $ 2,000,000 MED EXP (Any one person) $ N/A - PERSONAL & ADV INJURY $ 2,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10,000,000 =9 DPRO-DLOC PRODUCTS -COMP/OP AGG $ INCLUDED ABOVE POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY ISA H09052562 01/01/2017 01/01/2018 COMBINED SINGLE LIMIT $ 2,000,000 (Ea accidenll - X ANY AUTO BODILY INJURY (Per person) $ -OWNED -SCHEDULED BODILY INJURY (Per accident) $ -AUTOS ONLY -AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY f Per accident' -- $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ - EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ B WORKERS COMPENSATION WLR C49106932 (AOS) 01/01/NI7 01/01/2018 X I ~-\ITUTE I I OTH-ER C AND EMPLOYERS' LIABILITY Y/N SCF C4910697 A (WI) 01/01/2017 01/01/2018 ANYPROPRIETOR/PARTNER/EXECUTIVE 0 E.L. EACH ACCIDENT $ 1,000,000 A OFFICER/MEMBER EXCLUDED? N/A WLR C49106890 (AZ, CA, MA) 01/01/2017 01/01/2018 (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 A If yes, describe under WCU C49107018 (OH) 01/01/2017 01/01/2018 E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES {ACORD 101, Additional Remarks Schedule, may be attached if more space is required) THE CITY OF CARLSBAD, (OR IF APPLICABLE-THE CITY OF CARLSBAD REDEVELOPMENT AGENCY, HOUSING AUTHORITY OR CARLSBAD MUNICIPAL WATER DISTRICT) ITS OFFICIALS, EMPLOYEES AND VOLUNTEERS ARE AN ADDITIONAL INSURED UNDER THE ABOVE GENERAL LIABILITY POLICY BUT ONLY WITH RESPECTS TO LIABILITY ARISING FROM NEGLIGENT ACTS OR OMISSIONS OF XEROX CORPORATION AND IT'S SUBSIDIARIES AND TO THE EXTENT WHERE REQUIRED BY WRITTEN CONTRACT. WAIVER OF SUBROGATION IN FAVOR OF ALL ADDITIONAL INSUREDS APPLIES AS REQUIRED BY WRITTEN CONTRACT. THIS INSURANCE IS PRIMARY AND NON-CONTRIBUTORY TO OTHER INSURANCE AVAILABLE TO THE ADDITIONAL INSURED LIMITED TO LIABILITY ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED AND WHERE REQUIRED BY WRITTEN CONTRACT. CERTIFICATE HOLDER CANCELLATION CITY OF CARLSBAD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ATTN: STEVE DIDIER THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1775 DOVE LANE ACCORDANCE WITH THE POLICY PROVISIONS. CARLSBAD, CA 92011 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. I Lauren Giagrande ~ l;;!,._~OJ'1'CLo © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: J54000 -----------------------LO C #: New York ADDITIONAL REMARKS SCHEDULE AGENCY NAMED INSURED Marsh USA, Inc. XEROX CORPORATION 201 MERRITT 7 POLICY NUMBER NORWALK, CT 06851-1056 CARRIER I NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Each of the insurance policies referenced above provides that should such policy be cancelled by the insurer before the expiration date thereof for any reason other than nonpayment of premium, the insuring company will endeavor to mail 30 days written notice thereof to the certificate holder, but failure to provide such notice shall impose no obligation or liability of any kind upon the insurer or its agents or representatives, will not extend any policy cancellation date and will not negate any cancellation of the policy. Page 2 of 2 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ADDITIONAL INSURED - DESIGNATED PERSONS OR ORGANIZATIONS Named Insured Xerox Corporation Endorsement Number 1 Policy Symbol I Policy Number I Policy Period Effective Date of Endorsement ISA H09052562 01/01/2017 TO 01/01/2018 Issued By (Name of Insurance Company) ACE American Insurance Company .. Insert the pohcy number. The remainder of the Information IS to be completed only when this endorsement 1s issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM AUTO DEALERS COVERAGE FORM MOTOR CARRIER COVERAGE FORM EXCESS BUSINESS AUTO COVERAGE FORM 1 Additional lnsured(s): Any person or organization whom you have agreed to include as an additional insured under a written contract, provided such contract was executed prior to the date of loss. A. For a covered "auto," Who Is Insured is amended to include as an "insured," the persons or organizations named in this endorsement. However, these persons or organizations are an "insured" only for "bodily injury" or "property damage" resulting from acts or omissions of: 1. You. 2. Any of your "employees" or agents. 3. Any person operating a covered "auto" with permission from you, any of your "employees" or agents. B. The persons or organizations named in this endorsement are not liable for payment of your premium. Authorized Representative DA-9U74c (03/16) Page 1 of 1 1 NON-CONTRIBUTORY ENDORSEMENT FOR ADDITIONAL INSUREDS Named Insured Endorsement Number Xerox Corporation 5 Policy Symbol I Policy Number I Policy Period Effective Date of Endorsement HDO G27860370 01/01/2017 to 01/01/2018 Issued By (Name of Insurance Company) ACE American Insurance Company . . Insert the policy number. The remainder of the 1nformat1on 1s to be completed only when thlS endorsement 1s issued subsequent to the preparation of the policy . THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY COVERAGE Schedule Organization Additional Insured Endorsement Any additional insured with whom you have agreed to provide such non-contributory insurance, pursuant to and as required under a written contract executed prior to the date of lose. (If no information is filled in, the schedule shall read: "All persons or entities added as additional insureds through an endorsement with the term "Additional Insured" in the title) For organizations that are listed in the Schedule above that are also an Additional Insured under an endorsement attached to this policy, the following is added to Section IV.4.a: If other insurance is available to an insured we cover under any of the endorsements listed or described above (the "Additional Insured") for a loss we cover under this policy, this insurance will apply to such loss on a primary basis and we will not seek contribution from the other insurance available to the Additional Insured. Authorized Agent LD-20287 (06/06) Page 1 of 1 POLICY NUMBER: HDO G27860370 1 Endorsement Number: 1 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED-DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization whom you have agreed to include as an additional insured under a written contract, provided such contract was executed prior to the date of loss. Information reauired to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 260413 © Insurance Services Office, Inc., 2012 Page 1 of 1 ADDITIONAL INSURED -PRIMARY COVERAGE Named Insured Xerox Corporation Endorsement Number 2 Policy Symbol I Policy Number I Policy Period Effective Date of Endorsement ISA H09052562 01/01/2017 TO 01/01/2018 Issued By (Name of Insurance Company) ACE American Insurance Company . . Insert the pohcy number. The remainder of the 1nformat1on is to be completed only when this endorsement 1s issued subsequent to the preparat10n of the policy . THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM NAME OF PERSON OR ORGANIZATION: City and County of San Francisco, Airport Commission 245 S. Spruce Street South San Francisco, CA 94118-1928 SCHEDULE 2 SECTION II, A 1. Who Is An Insured is amended to include as an "insured" the person or organization shown in the schedule, but only with respect to the liability arising out of your work for that "insured" by or for you. Furthermore, the following is added to Section IV Commercial Business Auto Conditions Paragraph 5. Other Insurance. BS. Other Insurance e) This insurance is primary for the person or organization shown in the schedule, but only with respect to liability arising out of your work for that "insured" by or for you. Other insurance afforded to that "insured" will apply as excess and will not contribute as primary to the insurance afforded by this endorsement. All other terms and conditions of this policy remain unchanged. Authorized Representative DA-19111a (01/11) Page 1 of 1