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HomeMy WebLinkAbout2005-09-27; City Council; 18290; Xerox Agmt for Library PC Print and Copy ServicesCITY OF CARLSBAD -AGENDA BILL TITLE: - APPROVAL OF AGREEMENT FOR LIBRARY PC, PRINT AND COPY MANAGEMENT SERVICES WITH XEROX CORPORATION DEPT.HD. .1-f9 CITY ATTY. & CITY MGR- RECOMMENDED ACTION: Adopt Resolution No. 2005-288 Print and Copy Management Services with Xerox Corporation. authorizing the approval of Agreement for Library PC, ITEM EXPLANATION: The Library entered into an agreement with Xerox Corporation in December 2001 to provide copier and printer vending services. Copier and printer vending services allow customers to pay for copies and prints made from equipment located within the libraries. These services have proven to be a valuable asset to Library customers, who utilize the equipment on a daily basis. As the Library’s original agreement for copier and printer vending services approached its expiration in 2005, the Library began to research those services and new technology to fill this need. Library staff discussed customer service levels and customer needs, and decided that vend copy services are essential to maintaining high customer satisfaction. In addition, staff recognized a need in the Library to automate current manual PC management processes that would result in greater efficiency of Library operations. Customers currently walk into our computer labs and sign a register to reserve time on a PC. PC management software is available that allows customers to reserve time on a PC by entering their name on a reservation system via a website link or on equipment available in the library. After discovering that most print management services were now being offered in conjunction with PC management services, the Library identified an opportunity to seek information about those services in addition to the vend copy services. Staff provided this information to the Information Technology Governance Committee (ITGC) in July 2004 and received approval to issue a Request for Information (RFI). Responses to the RFI were received in August 2004. Upon review of the RFI responses, staff learned specifically what was available in the market, and identified to a greater extent the necessary technical language to include in the Request for Proposal (RFP) process. Library staff returned to the ITGC and received approval to issue an RFP in the Fall of 2004. Five responses to the RFP were received on October 11 , 2004. Upon review of the RFP responses, staff identified questions and concerns about the information submitted. At the request of Library staff, two finalist vendors attended neetings held at the City to answer questions and clarify information. Based upon vendor Aemonstrations, staff site visits, and customer reference calls made following the receipt of oids, the selection team decided that Xerox Corporation would deliver the services needed in the most effective manner possible. I PAGE 2 OF AGENDA BILL NO. 18,290 On May 24, 2005, the Library presented a recommendation to the ITGC to award the contract to Xerox Corporation. The ITGC accepted that recommendation and requested Leadership Team (LT) approval. The LT approved negotiating a contract with Xerox Corporation for PC, Print and Copy Management Services on May 25, 2005. FISCAL IMPACT: Services received through this contract include all Xerox copier, printer and vend equipment for public use, print management software, print management licensing, technician services, and training, installation and maintenance fees. Staff has determined that this is a four-year operating lease which includes the use of equipment, maintenance, and print management services. Lease payments are $7,873 per month, which equals $377,904 for the life of the lease. Payments for FY 2005/06 amount to $94,476. All lease payments will be funded from the Library’s general fund block budget. The Library has collected an average annual revenue amount equal to $46,000 over the last three and one-half years. EXHIBITS: 1. Resolution No. 2005-288 Print and Copy Management Services with Xerox Corporation. authorizing the approval of an Agreement for PC, 2. Agreement with Xerox Corporation. DEPARTMENT CONTACT: Cheryl Mast, (760) 602-2014, camast@ci.carlsbad.ca.us, Heather Pizzuto, (760) 602-2056, hpizz@ci.carlsbad.ca.us. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2005-288 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE APPROVAL OF AGREEMENT FOR LIBRARY PC, PRINT AND COPY MANAGEMENT SERVICES WITH XEROX CORPORATION WHEREAS, the City Council of the City of Carlsbad, California, considers it necessary and in the City and public’s best interest to approve the Agreement for Library PC, Print and Copy Management Services with Xerox Corporation; and WHEREAS, funding is available in the Library’s General Fund block budget. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That Agreement for Library PC, Print and Copy Management Services with Xerox Corporation is hereby approved and the Mayor is authorized and directed to execute said agreement. PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Council held on the 27th day of September , 2005 by the following vote, to wit: AYES:Council Members Lewis, Hall, Kulchin, Packard, Sigafoose A NOES: None ATTEST (SEAL) 3 AGREEMENT FOR PC, PRINT AND COPY MANAGEMENT SERVICES XEROX CORPORATION THIS AGREEMENT is made and entered into as of the corporation, ("City"), and XEROX CORPORATION ("Contractor"). 2 7 t h day of Sep t enber ,2005, by and between the CITY OF CARLSBAD, a municipal RECITALS A. B. C. D. such work. City requires the professional services of a service provider that is experienced in delivering Contractor has the necessary experience in providing professional services and advice related to Selection of Contractor is expected to achieve the desired results in an expedited fashion. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform services to public libraries for PC management and reservation, print and copy management and payment. the services described above. 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 the attached Exhibits, which are incorporated by this reference in accordance with this Agreement's terms and conditions: Exhibit A - Terms and Conditions Exhibit B - Equipment/Pricing Configuration for Carlsbad Library Exhibit C - Statement of Work for Xerox Global Services - PC Reservation & PrinKopier Refresh vl .O Exhibit D - Services Provided: Administrative & Account Management Services Exhibit E - Services Provided: DocuCare BreakFix Service Xerox Proposal Response from City of Carlsbad RFP, dated October 12, 2004 (on file with the Carlsbad City Clerk's Office) This agreement, including Exhibits A through E, supersedes any information presented in Xerox' Proposal that may be conflicting or contradictory. Additionally, should there be any inconsistencies between provisions of this agreement and any attachment or Exhibits, the provisions of this agreement shall control over any in conflict. 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 and expertise. In the event the City believes Xerox is not performing in accordance with performance standards contained in the contract, City will advise Xerox of the non-performance in writing and give Xerox 30 days to cure its performance. If at the end of the thirty day cure period performance is not in accordance with applicable performance standards, and the City has not contributed to Xerox' failure to perform, the City reserves the right to withhold monthly payment until it is agreed by both parties that the issue is resolved and in compliance with its performance standards. 3. TERM The term of this Agreement will be effective for a period of 48 months (4 years) from the date first above written. If an extension is needed, the terms of this contract will be continued, 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. The maximum extension period is limited to one year. City Attorney Approved Version #04.0 1.02 1 4 4. Time is of the essence for each and every provision of this Agreement. TIME IS OF THE ESSENCE 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be Seven Thousand Eight Hundred Seventy-Three dollars ($7,873) per month for forty-eight (48)months. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A" 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. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and 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. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Xerox, to the extent permissible by law, submits the following with respect to Indemnity: (a) Except as to the sole negligence or willful misconduct of City, Contractor will defend, indemnify and hold City, its officers, agents and employees, harmless from any and all loss, damage, claims, demands, liability, expense or cost, including attorney's fees, by third parties which arises out of, or is in any way connected with the performance of, the Services by Contractor or any of Contractors employees, agents or subcontractors, notwithstanding that City may have benefited from their services. The foregoing indemnity is contingent upon Customer giving Xerox written notice, by registered mail, promptly after it becomes aware of any claim to be indemnified hereunder and permits Xerox to control the defense of any such claim or action at Xerox' own expense. Notice shall be sent to "Corporate Risk, Xerox Corporation, Long Ridge Road, Stamford, Connecticut 06904." Customer agrees that Xerox may employ attorneys of its own choice to appear and defend the claim or action and that Customer shall do nothing to compromise the defense of such claim or action or any settlement thereof and shall provide Xerox with all reasonable assistance which Xerox may require. (b) Except for indemnified matters and to the extent permitted by applicable law, all other liability of Xerox to the Customer for damages of any kind or type, including but not limited to direct, indirect, consequential, incidental, or special damages, arising from Xerox' performance or failure to perform under this Contract or by City Attorney Approved Version #04.01.02 2 virtue of Xerox' tortious conduct (including negligence whether passive or active) shall be limited the amounts paid by Customer under this Agreement. Provided, however, that the foregoing limitation of liability shall not apply to claims by the Customer for damage to real or tangible property caused by Xerox' negligence. 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-:V". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney or City Manager 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. 10.1.1 Commercial General Liability Insurance. $1,000,000 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 general aggregate will be twice the required per occurrence limit. 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 injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance 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 five years following the date of completion of the work. 10.2. contain, or are endorsed to contain, the following provisions: Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement 10.2.1 The City will be named as an additional insured on General Liability. Coverage under this provision shall only apply to claims or losses due to Xerox fault or negligence. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 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 Contractor will furnish certificates of insurance and endorsements to City. Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, 10.4 Failure to Maintain Coverape. 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. City Attorney Approved Version #04.01.02 3 10.5 copies of any or all required insurance policies and endorsements. Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified 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, 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 All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement 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. 14. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City: For Contractor: Name Mr. Cliff Lange Title Library Director Department Carlsbad Citv Library Address 1775 Dove Lane Carlsbad CA 9201 1 Phone No. 760-602-201 1 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 City will evaluate Contractor’s duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City’s Conflict of Interest Code is required of Contractor or any of Contractor’s employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor’s affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor’s agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor’s agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 16. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. City Attorney Approved Version #04.01.02 4 7 Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible 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 that the services required by this Agreement. 17. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, 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 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 of 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 renew, the Agreement will be renewed automatically on a month-to-month basis at the same price and on the same terms and conditions. During said renewal period, either party may terminate the renewed Agreement upon (30) days' notice. 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 AND 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 and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject 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 costs, including attorney's City Attorney Approved Version #04.01.02 5 fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 22. JURISDICTIONS 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 or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 24. ENTIRE AGREEMENT 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 entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, 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. 25. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they ha;e the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR (print namehitle) (sign here) (print name/title) ATTEST: 6 City Attorney Approved Version #04.01.02 CERTIFICATE I, Jill K. Lehmann, Assistant Secretary of Xerox Corporation, a New York corporation (the “Company”), DO HEREBY CERTIFY that the following is a true and correct copy of a resolution duly adopted at a meeting of the Board of Directors of the Company duly held and convened on July 14, 1980, at which meeting a duly constituted quorum 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 department of the Company, be, and each of them severally is, empowered to execute and deliver in the name and on behalf of the Company all agreements, contracts, bids, instruments of conveyance or encumbrance, leases, bonds, consents, certificates (including non-collusion certificates required by a governmental entity, department, agency or official), releases, 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. The undersigned further certifies that Daniel J. McLean, WEGO Controller, is authorized to act under the above resolution. IN WITNESS WHEREOF, the undersigned has executed this Certificate and affixed the corporate seal of the Company hereto this 2nd day of December, 2003. L/ Jill K. Lehmann Assistant Secretary (SEAL) IO If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-president **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation the officer(s) signing to bind the corporation. attach a resolution certified by the secretary or assistant secretary under corporate seal empowering APPROVED AS TO FORM: RONALD R. PALL, City Attorney, By: Form 52554 (May, 2005) XEROX CONFIDENTIAL I\ Page 1 of 7 EXHIBIT A XEROX@ TERMS AND CONDITIONS MANAGED SERVICES AGREEMENT THIS MANAGED SERVICES AGREEMENT (“Agreement” or “MSA”), which includes the attached Equipment Lease /Software Terms & Conditions Addendum and the MANAGED SERVICES AGREEMENT ADDENDUM To ADD XEROX GLOBAL SERVICES IT SERVICES and bears MSA No. 1. , is entered by and between (”Customer”) and Xerox Corporation (“Xerox”). SCOPE AND DEFINITIONS. The acquisition of Offerings, as defined below, by Customer hereunder is subject to the prices and terms and conditions set forth in this MSA, the Equipment Leaselsoftware Terms & Conditions Addendum (“ELSW Addendum”) attached hereto and made part hereof and each Managed Services Order (“MSO”) that references this MSA. a. “Services” are collectively managed services, consultative services and Xerox Quoted Offerings. “Xerox Quoted Offerings” may be any combination of: (i) professional services provided hereunder, including, but not limited to, assessment services, office document services, network and integration services, implementation services, help desk, and asset management; (ii) Xerox-brand equipment (“Equipment”), Xerox-brand software (“Software”), third party hardware (“Third Party Hardware”) and/or third party software (“Third Party Software”) (“Third Party Products” consist of Third Party Hardware and/or Third Party Software); and/or (iii) equipment maintenance as agreed to in an Order, as defined below. b. Services and Deliverables that Xerox is to provide will be set forth in one or more Statement of Work (‘ISOW’’). “Deliverables” include, but are not limited to, Products, Output of Services, Assessments and Documentation, to be delivered to Customer. As used herein, (i) “Products” refers collectively to all supplies, maintenance, Equipment, Software and Third Party Products ordered hereunder; (ii) “Output of Services” constitute electronic images created by scanning tangible documents containing Customer Content, or any reports and other documentation, created by Xerox and delivered to Customer hereunder, but shall not include software; (iii) “Customer Content” consists of documents, materials and data provided in hard copy or electronic format by Customer to Xerox containing information of Customer and/or Customer’s clients that must be disclosed to Xerox to enable the performance of Services hereunder; (iv) “Assessments” are the assessment and recommendation reports created as a result of a Xerox Quoted Offering for assessment services; and, (v) “Documentation” shall mean all manuals, brochures, specifications, information and software descriptions, in electronic, printed, and/or camera- ready form, and related materials customarily provided for use in performing the Services. c. “Staffing and Management Services” are the personnel provided hereunder by Xerox to perform and/or manage Services. 2. d. Services, Staffing and Management Services and Products are referred to collectively as “Offerings”. ORDER DOCUMENTS. a. Customer shall issue Order Documents (i.e., documents Customer or Xerox require for acquisitions hereunder) including, but not limited to, MSOs and purchase orders to Xerox for order entry purposes only, specifying Customer’s requested shipment date, installation site, quantities, bill-to address, Offering description and term, and any applicable Trade-In Equipment. Such Order Document shall be an individual order (“Order”) hereunder and, irrespective of the form thereof, must reference the applicable MSA and MSO numbers and shall incorporate, and be subject solely to, this MSA’s terms and conditions, notwithstanding anything contained in any such Order Document at variance with or additional to this MSA. b. Order Documents may be submitted via hard copy or electronic means and those submitted electronically by Customer shall be considered for all purposes to (i) be a “writing” or “in writing’’; (ii) be “signed”; (iii) constitute an “original” when printed from electronic records established and maintained in the ordinary course of business; and, (iv) be valid and enforceable. 3. TERM. a. This MSA shall commence on the date it is accepted by Xerox and shall end when either party exercises its right to terminate this MSA upon not less than ninety (90) days prior written notice to the other party. In the event either party elects to terminate this MSA, each Order entered hereunder shall remain in full force and effect until it is terminated and shall at all times be governed by the terms and conditions of this MSA as if it were still in effect. The term of each Offering, unless otherwise stated in the applicable Order, shall commence upon the installation date of each Product or commencement of each Service or Staffing and Management Service, as applicable, and shall continue for the term stated. If an Offering is terminated, the term of any remaining Offerings shall continue. Unless either party provides notice at least thirty (30) days before the end of the term of an Offering hereunder of its intention not to renew, it will be renewed automatically on a month-to-month basis at the same price and on the same terms and conditions and, during said renewal period, either party may terminate the renewed Offering on at least thirty (30) days notice. b. c. Form 52554 (May, 2005) XEROX CONFIDENTIAL \L Page 2 of7 4. ELIGIBLE SUBSIDIARIES. Xerox also will provide Offerings subject to this MSA to Customer’s domestic subsidiaries and affiliates (“Eligible Subsidiaries”) of which more than fifty percent (50%) of the stock entitled to vote for election of members to such subsidiary’s or affiliate’s Board of Directors is owned by Customer. If an Eligible Subsidiary submits an Order Document hereunder, it shall be the “Customer” for the purposes of the resulting Order. In the event of divestiture of an Eligible Subsidiary, ordertaking under this MSA shall terminate immediately with respect to such divested entity; however, Offerings installed at such divested entity under an Order shall retain the pricing and terms and conditions thereof until the term of that Offering expires. SERVICES GUARANTEE I WARRANTY I WARRANTY LIMITATIONS, AND WARRANTY DISCLAIMER/ WAIVER. 5. a. SERVICES GUARANTEE. This section may also be referred to as “Satisfaction Guarantee” for Services. Xerox will provide the Services set forth in each SOW. If the Services provided do not meet the service levels set forth in the applicable SOW, Customer agrees to notify Xerox in writing detailing its concerns in that regard. No later than ten (10) days following Xerox’s receipt of said notice, Xerox and Customer agree to meet, clarify the Customer’s concern(s) and begin to develop a corrective action plan (“Plan”) to remedy such alleged failure to meet the applicable service levels. As Customer’s exclusive remedy, Xerox, within sixty (60) days of finalizing the Plan or a time period as otherwise agreed to in writing by the parties, will then either modify such Services so they are provided in accordance with the service levels stated in such SOW or redo the work at no additional charge to Customer. b. SERVICES WARRANTY. Xerox represents and warrants to Customer that the Services will be performed in a skillful and workmanlike manner; provided however, in no event will Xerox be responsible for any failure to perform Services if the failure is caused by: (i) Customer Assets, Customer Content, or services, maintenance, design implementation, supplies or data streams provided by Customer, Customer’s agent or service provider to Xerox for use hereunder, (ii) Customer’s failure to contract for the minimum types and quantities of Products required by Xerox to perform the Services, or (iii) Customer’s failure to provide Xerox access to Customer’s personnel and systems or to transfer to Xerox sufficient rights to use, access and/or modify Customer Assets constituting hardware and software, including software owned or licensed by Customer, and/or Customer Content as necessary for the provision of Services. c. WARRANTY DISCLAIMER AND WAIVER FOR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION FOR SERVICES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, THEREFOR AND XEROX DISCLAIMS, AND CUSTOMER WAIVES, ALL OTHER WARRANTIES FOR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 6. a. The parties agree Xerox shall determine how Services are to be performed (e.g., add, remove, substitute or move Equipment and/or change the method or manner used to perform Services) in order to meet the requirements of the applicable Order. b. Xerox agrees to comply with Customer’s internal policies provided to Xerox by Customer in writing with respect to security and safety that are reasonable and customary under the circumstances. Customer agrees to provide Xerox with reasonable prior notice of such policies and any changes thereto to allow Xerox to comply with such policies in a timely manner. c. While Xerox is providing Services to Customer under an Order and for six (6) months after such Order terminates or expires, Customer agrees that neither Customer nor any person or entity acting on its behalf will approach, solicit or hire any employee, agent or subcontractor of Xerox performing Staffing and Management Services hereunder for employment, without Xerox‘s prior written consent. If Customer violates the preceding sentence, Customer agrees to pay Xerox as liquidated damages, and not as a penalty, an amount equal to the then current annual compensation of said employee or agent, or the amount paid to or on behalf of the person during the prior twelve (1 2) months in the case of a subcontractor. d. In providing Services, Xerox will be an independent contractor and not Customer’s employee or agent. Customer agrees that all facilities at which the Services are to be provided will llly comply with all applicable laws and regulations, including, but not limited to, OSHA. a. During the term of an Order, Customer shall permit Xerox, its agents and subcontractors to use or access, and shall grant or transfer sufficient rights to enable Xerox, its agents and subcontractors to use or access, all hardware, software and/or work space owned, leased, rented, licensed and/or controlled by Customer, and any services utilized by Customer, (collectively “Customer Assets”) and Customer Content that Xerox needs to use or access to enable Xerox to perform any of the Services subject to an Order. Customer shall acquire and/or continue, at Customer’s sole expense, maintenance and repair service contracts for all Customer Assets that Customer permits Xerox to use or access hereunder. PERFORMANCE OF SERVICES, PERSONNEL AND FACILITIES. 7. CUSTOMER ASSETS, EQUIPMENT AND SOFTWARE. Form 52554 (May, 2005) XEROX CONFIDENTIAL \3 Page 3 of 7 Customer authorizes Xerox to contact service providers as necessary to maintain or repair said Customer Assets (except for Customer Assets constituting Customer’s work space at owned or controlled facilities for which Customer shall remain responsible for providing maintenance and repairs) so that the Services may continue uninterrupted. Customer shall inform said service providers of Xerox’s authority to request maintenance and repair services and Customer shall direct them to respond to Xerox’s requests for the same. b. If Customer revises or removes Products and Xerox advises Customer that the remaining Products are not sufficient to enable Xerox to provide Services, Xerox shall have no liability for the failure to provide such Services. For California locations, Customer agrees to take responsibility for legally disposing of all hazardous wastes generated from the use of Third Party Hardware or supplies. 8. PRICING. a. Any pricing exhibit (“Pricing Exhibit”) attached hereto shall contain the ten (10) digit contract number (“Contract Number”), term, amount of each monthly charge (“Monthly Minimum Charge” or “MMC”) and Print Charges applicable to Equipment ordered hereunder. Pricing shall be as set forth in an Order. The MMC is invoiced in advance and any Print Charges are invoiced in arrears. One-time items (“One-Time Items”) are billed separately from the MMC. b. Except as otherwise set forth herein, Equipment prices on a Pricing Exhbit will not increase during the term of said Exhibit. The MMC and applicable Print Charges for Equipment ordered from the Pricing Exhibit will not increase during the term set forth on an Order. c. The pricing set forth in an Order for Services is based upon shared information believed to be complete and accurate. If such information should prove to be incomplete or inaccurate in any material respect, or Customer requests any changes or additions to an Order, the parties will negotiate in good faith to make appropriate adjustments to the Order (including pricing). d. If Xerox provides or installs Offerings partially andor early, Xerox will bill Customer on a pro-rata basis, based on a thirty (30) day billing month, and the terms and conditions of this MSA will apply. Services requested outside of Customer’s standard working hours will be billed at Xerox’s then prevailing overtime rate. e. Except as otherwise set forth in an Order for Equipment not included on a Pricing Exhibit, Xerox may, upon thirty (30) days prior written notice, adjust prices in the twelfth ( 12‘h) month of the term of such individual Product or Service, and annually thereafter. Each such price adjustment shall not exceed ten percent (10%). VOLUME REVIEW. At Customer’s request, the parties may meet annually to review the volume of prints for Equipment for the previous twelve (1 2) months under one or more Orders based on reporting provided by Xerox. Based on said review, the parties may mutually agree to revise the Prints Included in Minimum and the associated MMC in said Order(s). a. PAYMENT. Invoices are payable upon receipt and Customer agrees to pay Xerox all payments and all other sums due hereunder no later thirty (30) days after the invoice date. Restrictive covenants on instruments or documents submitted for or with payments Customer sends to Xerox will not reduce Customer’s obligations. b. TAXES. Customer shall be responsible for any and all applicable Taxes, which will be included in Xerox’s invoice unless Customer provides proof of Customer’s tax-exempt status. “Taxes” shall mean any tax, assessment, or charge imposed or collected by any governmental entity or any political subdivision thereof, however designated or levied, imposed on this MSA or any Order hereunder or the amounts payable to Xerox by Customer for the billing of Offerings of any kind. Taxes include, but are not limited to, sales and use, rental, excise, gross receipts and occupational or privilege taxes, plus any interest and/or penalty thereon, but excluding any personal property taxes for Equipment leased hereunder and taxes on Xerox’s net income. If a taxing authority determines Xerox did not collect all applicable Taxes, Customer shall remain liable to Xerox for such additional Taxes. c. CREDIT HISTORY. Customer, to the extent required by applicable law, authorizes Xerox (or its agent) to obtain credit reports, make such other credit inquiries as Xerox may deem necessary at any time, furnish payment history information to credit reporting agencies and release to prospective assignees of an Order or any rights hereunder credit-related information Xerox has about Customer. a. If any Staffing and Management Services are terminated by Xerox due to Customer’s default or by Customer, Customer agrees to pay all amounts due Xerox as of the termination date, together with liquidated damages, for loss of bargain and not as a penalty [in the form of Early Termination Charges (“ETCs”)], equal to the then current MMC for said terminated Staffing and Management Services multiplied by the number of months remaining in the term, not to exceed six (6) months. b. If Customer requests a change in any of the Services in an Order that leads to a reduction in the MMC for Staffing and Management Services, Customer agrees to pay liquidated damages, for loss of bargain and not as a penalty [in the form of ETCs], equal to the amount of said reduction multiplied by the number of months remaining in the term of said Staffing and Management Services, not to exceed six (6) months. 9. 10. PAYMENT, TAXES & CREDIT HISTORY. 11. TERMINATION, DEFAULT AND CHANGE IN STAFFING AND MANAGEMENT SERVICES. Form 52554 (May, 2005) XEROX CONFIDENTIAL J9 Page 4 of 7 c. For Offerings other than Staffing and Management Services, termination and default shall be governed by the ELSW Addendum. d. If Equipment has been replaced by Xerox under the “Equipment Replacement” provision of the “Basic Services” section of the ELSW Addendum and Xerox is unable to maintain the replacement Equipment to provide the Services as set forth herein or in the applicable Order, then Customer may terminate said unit of Equipment and other than payment of the amounts due and owing through the date the terminated Equipment is returned to Xerox, Customer shall have no further financial obligations for said terminated Equipment. e. If a significant business downturn causes the Customer to close its business due to Customer’s bankruptcy or an assignment of its business to creditors, Customer may terminate one or more units of Equipment and, other than payment of the amounts due and owing through the date the terminated Equipment is returned to Xerox, Customer shall have no further financial obligations for said terminated Equipment as long as it is returned to Xerox in the in the same condition as when delivered, reasonable wear and tear excepted. 12. LATE CHARGES AND DEFAULT. a. For any payment not received by Xerox within ten (10) days of the due date as set forth herein, Xerox may charge, and Customer agrees to pay, a late charge equal to the higher of five percent (5%) of the amount due or $25 (not to exceed the maximum amount permitted by law) as reasonable collection costs. b. Customer will be in default under an Order if Xerox does not receive any payment within fifteen (15) days after the date it is due or if Customer breaches any other obligation hereunder. In the event of a default by Customer under an Order, Xerox, in addition to its other remedies, may require payment of interest on all amounts due under such Order from the due date until paid at the rate of one and one-half percent (1.5%) per month (not to exceed the maximum amount permitted by law). c. Xerox’s decision to waive or forgive a particular default shall not prevent Xerox from declaring any other default. In addition, if Customer defaults under this MSA or an Order written hereunder, Customer agrees to pay all of the costs Xerox incurs to enforce its rights against Customer, including reasonable attorneys‘ fees and actual costs. a. While Xerox is providing Services hereunder, each party will disclose to the other certain business information identified as confidential (“Confidential Information”). Customer Content shall be considered Customer’s Confidential Information and the terms and conditions of this MSA, and any Orders, SOWS, attachments, exhibits and amendments hereto, as well as Developments and Pre-Existing Work, shall be considered Xerox’s Confidential Information. As used herein, (1) “Developments” are items created by Xerox and its employees, agents, subcontractors andor 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, and (ii) “Pre-existing Work” are those items used or incorporated into a Deliverable, including, but not limited to, any computer programs, code, processes, operations and procedures manuals, routines, algorithms, or other materials, that are developed or acquired by Xerox independent of performing the Services (Developments and Pre-Existing Work are, collectively, “Xerox Work”). b. 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: (i) was in the public domain prior to, at the time of, or subsequent to the date of disclosure through no fault of the non-disclosing party; (ii) was rightfully in the non-disclosing party’s possession or the possession of any third party free of any obligation of confidentiality; or (iii) 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 above shall terminate one (1) year after expiration or termination of this MSA or any Order under which such Confidential Information was disclosed, whichever occurs later; provided however, for Xerox Work, confidentiality obligations with respect thereto shall not terminate unless (i), (ii) or (iii) in the preceding sentence of this Section becomes applicable thereto. The parties do not intend to disclose hereunder confidential technical information, which includes, but is not limited to, computer programs, source code, and algorithms, and will only disclose the same under the auspices of a separate agreement. Upon the expiration or termination of this MSA, each party shall return to the other or, if so 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 the termination of this MSA and the Orders entered hereunder. 13. CONFIDENTIAL INFORMATION. Form 52554 (May, 2005) XEROX CONFIDENTIAL 15 Page 5 of 7 14. INTELLECTUAL PROPERTY. a. CUSTOMER CONTENT AND CUSTOMER ASSETS. Customer represents and warrants that it owns the Customer Content and Customer Assets or otherwise has the right to authorize Xerox to perform the Services hereunder. Customer represents and warrants the Customer Content does not, and shall not, contain any content that (i) is libelous, defamatory or obscene andor (ii) infringes on or violates any applicable laws, regulations or rights of a third party, including without limitation, export laws, or any proprietary, intellectual property, contract, moral or privacy right or any other third party right. b. XEROX WORK. Xerox, its employees, agents, subcontractors and/or licensors shall at all times retain all rights to the Xerox Work and, except as expressly set forth herein, no rights to Xerox Work are granted to Customer. c. OUTPUT OF SERVICES. Output of Services is the sole and exclusive property of Customer and Xerox shall gain no rights therein, except as may be required for Xerox to perform Services pursuant to an Order. Xerox hereby assigns, grants, conveys, and transfers to Customer all rights in and to the Output of Services for the applicable Order. Xerox reserves the right to revoke such rights if Customer fails to pay for such Services, or otherwise defaults under this MSA. d. LIMITED USE GRANTS. Xerox grants Customer a non-exclusive, perpetual (subject to revocation for default under this MSA), 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 agrees not to decompile or reverse engineer any Xerox Work. e. THIRD PARTY SOFTWARE. Third Party Software constituting a Deliverable and, if applicable, support therefor, is provided pursuant to the terms of the third party’s customary end user license agreement and/or support agreement f. LIMITED SUBLICENSING GRANTS. Customer may not sublicense any rights granted to it hereunder, but may authorize a third party (“Customer Designee”) to use any of the rights granted to Customer under this MSA, but only for the benefit of Customer and Customer’s internal business purposes. Customer agrees that any Customer Designee operating or maintaining the delivered solution shall be subject to written confidentiality obligations with respect to Confidential Information that shall be no less restrictive than those set forth in this MSA. g. LIMITED LICENSE TO ASSESSMENTS. Customer may duplicate and distribute Assessments only for Customer’s internal business purposes. Any recommendations, assessments and processes described in Assessments may only be implemented by Xerox for Customer and, if implemented, used by Customer only for Customer’s internal business purposes. h. NO GRANTS TO CUSTOMER. Customer agrees that, except as set forth expressly in this MSA, no other rights or licenses are granted to Customer. Further, the rights granted to Customer under subsections d. and/or g. in this Section shall immediately terminate if Customer defaults hereunder with respect to any of its obligations related to such grant. a. If Customer wishes to assign any of its rights or obligations under this MSA or an Order hereunder, Customer shall provide written notice to Xerox of such request for consent, with said notice including the name of the proposed Customer assignee. Customer’s request to assign this MSA or an Order hereunder will be granted by Xerox if (i) Customer is not in default under this MSA, any Order hereunder or other agreement with Xerox; (ii) the proposed Customer assignee agrees to the Section of this MSA titled “PAYMENT, TAXES AND CREDIT HISTORY” as applicable to it for the purposes of the proposed assignment; (iii) the proposed Customer assignee meets Xerox’s then current credit criteria for similar transactions as determined by Xerox in its sole discretion; and; (iv) the Customer and proposed Customer assignee execute a writing, in a form acceptable to Xerox, confirming said assignment. Assignment by Customer requires the written consent of Xerox and may not be accomplished by operation of law. b. Xerox may assign this MSA, or any Order hereunder, in whole or in part, to a parent, subsidiary or affiliate of Xerox, or to a person or entity for the purposes of securitizing a pool of assets or as part of a third party financial transaction without prior notice to or consent from Customer, provided, however, any proposed assignment to a person or entity not identified previously in this sentence shall require Customer’s prior written consent. In the event of an assignment permitted by the preceding sentence, Xerox, without notice to Customer, may release information it has about Customer related to this MSA. Each successive assignee of Xerox shall have all of the rights but none of the obligations of Xerox hereunder. Customer shall continue to look to Xerox for performance of Xerox’s obligations, including the provision of Basic Services, and Customer hereby waives and releases any assignees of Xerox from any claim relating to, or arising from, the performance of Xerox’s obligations hereunder. Customer shall not assert any defense, counterclaim or setoff that it may have or claim against Xerox against any assignees of Xerox. In the event of an assignment by Xerox, Customer shall remit payments due in accordance with remittance instructions of the assignee. 15. ASSIGNMENT. Form 52554 (May, 2005) XEROX CONFIDENTIAL VQ Page 6 of 7 16. FORCE MAJEURE. Xerox shall not be liable to Customer during any period in which its performance is delayed or prevented, in whole or in part, by a circumstance beyond its reasonable control, which circumstances include, but are not limited to, the following: act of God (e.g., flood, earthquake, wind); fire; war; act of a public enemy or terrorist; act of sabotage; strike or other labor dispute; riot; misadventure of the sea; inability to secure materials and/or transportation; or a restriction imposed by legislation or an order or a rule or regulation of a governmental entity. If such a circumstance occurs, Xerox shall undertake reasonable action to notify Customer of the same. If any circumstance subject to this Section results in any unit of Equipment to be non-functioning for thirty (30) business days, Customer may terminate the non-functioning unit of Equipment and other than payment of the amounts due and owing through the date the terminated Equipment is returned to Xerox, Customer shall have no further financial obligations for said terminated Equipment. REPRESENTATIONS, WARRANTIES AND COVENANTS. Each party represents that, as of the date of this MSA, it has the lawful power and authority to enter into this MSA, the individuals signing this MSA or an Order are duly authorized to do so on its behalf and, by entering into this MSA, it will not violate any law or other agreement to which it is a party. In addition, Customer is not aware of anything that will have a material negative effect on its ability to satisfy Customer’s payment obligations under this MSA and all financial information Customer has provided, or will provide, to Xerox is true and accurate and provides a good representation of Customer’s financial condition. Each party agrees it will promptly notify the other party in writing of a change in ownership, if it relocates its principal place of business or changes the name of its business. a. Xerox may retain a hardcopy, electronic image, photocopy or facsimile of this MSA and each Order hereunder, which shall be considered an original and shall be admissible in any action to enforce said MSA or Order. This MSA may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same instrument. In addition, both parties may retain a reproduction of each Order hereunder which shall be admissible in any action to enforce said Order, but only the Order held by Xerox shall be considered an original. b. Xerox may accept this MSA or any Order hereunder either by its signature or by commencing performance (e.g., Equipment delivery, initiating Basic Services, commencement of Services, etc.). c. Customer and Xerox both intend to comply with applicable laws. In no event will Xerox charge or collect any amounts in excess of those allowed by applicable law. Any part of this MSA or any Order that would, but for this Section, be read under any circumstances to allow for a charge higher than that allowed under any applicable legal limit, is limited and modified by this Section to limit the amounts chargeable under this MSA or any Order to the maximum amount allowed under the legal limit. If in any circumstances, any amount in excess of that allowed by law is charged or received, any such charge will be deemed limited by the amount legally allowed and any amount received by Xerox in excess of that legally allowed will be applied to the payment of amounts legally owed hereunder or any Order entered hereunder, or refunded to Customer. 17. 18. MISCELLANEOUS. Form 52554 (May, 2005) XEROX CONFIDENTIAL 17 Page 7 of 7 Equipment lease / Software Terms and Conditions Addendum THIS ADDENDUM (“Addendum”) modifies and amends the Managed Services Agreement (“Agreement” or “MSA”)) between Customer and Xerox to which it is attached. Unless defined herein, capitalized terms used herein are as defined in the MSA. GENERAL TERMS: The following terms apply to all Equipment LeaseEoftware transactions (including Xerox Quoted Offerings): 1. MONTHLY MINIMUM CHARGE. As set forth on the applicable Order, the Monthly Minimum Charge (“MMC”) for the Equipment or Third Party Hardware, along with any additional Print Charges, cover Customer’s cost for the use of the Equipment or Third Party Hardware and its maintenance as described herein for the term specified in the Order. The MMC may also include other amounts as agreed to for an Order including, but not limited to, supplies, Software, Third Party Software, Services, Xerox Quoted Offerings, lease buyout funds, monthly equipment component amounts from previous contracts, amounts being financed or refinanced, analyst services and/or customer training. 2. TITLE, RISK, RELOCATION & USE. Title to the Equipment or Third Party Hardware shall remain with Xerox until Customer purchases same. If Customer acquires title to Equipment or Third Party Hardware, Customer must comply with all applicable laws and regulations regarding the export of any commodity, technology andor software. Customer agrees that: (i) Equipment or Third Party Hardware shall remain personal property; (ii) Customer will not attach any Equipment or Third Party Hardware as a fixture to any real estate; (iii) Customer will not pledge, sub-lease or part with possession of Equipment or Third Party Hardware or file or permit to be filed any lien against Equipment or Third Party Hardware; and, (iv) Customer will not make any permanent alterations to Equipment or Third Party Hardware. The risk of loss due to Customer’s fault or negligence, as well as theft, fire or disappearance, shall pass to Customer upon delivery. The risk of loss due to all other causes shall remain with Xerox until Customer purchases the Equipment or Third Party Hardware. Until title passes to Customer, all Equipment and Third Party Hardware relocations must be arranged (or approved in advance) by Xerox. While Equipment or Third Party Hardware is being relocated, Customer remains responsible to make all payments required under the applicable Order to Xerox. Neither Equipment nor Third Party Hardware can be relocated outside of the United States, its territories or possessions until Customer has paid in full for it and has received title thereto. Unless otherwise agreed to by the parties in a SOW, Customer agrees to use Equipment and Third Party Hardware in accordance with, and to perform all operator maintenance procedures for such Equipment and Third Party Hardware set forth in, the applicable product manuals therefore. All parts/materials replaced, including as part of an upgrade, will become Xerox’s property. Products that become no longer generally commercially available may be withdrawn from future ordertaking by Xerox. Products may be added to the MSA for ordertaking by the mutual consent of both parties. Customer represents that Products are being ordered for Customer’s own business use (rather than resale) and that they will not be used for personal, household or family purposes. 3. BASIC SERVICES. Unless otherwise stated, Xerox (or a designated servicer) will provide the following Basic Services under an Order for Equipment (unless Customer is acquiring Equipment for which Xerox does not offer Basic Services; such Equipment to be designated as “No Svc.”) A. REPAIRS & PARTS. Xerox will make repairs and adjustments necessary to keep Equipment in good working order (including such repairs or adjustments required during initial installation). Parts required for repair may be new, reprocessed, or recovered. B. HOURS & EXCLUSIONS. Unless otherwise stated, Basic Services will be provided during Xerox’s standard working hours (excluding Xerox-recognized holidays) in areas within the United States, its territories, and possessions open for repair service for the Equipment at issue. Customer agrees to give Xerox reasonable access to the Equipment. Basic Services shall cover repairs and adjustments required as a result of normal wear and tear or defects in materials or workmanship (and shall exclude repairs or adjustments Xerox determines to relate to or be affected by the use of options, accessories, or other connected products not serviced by Xerox, as well as any non-Xerox alterations, relocation, service, supplies, or consumables). C. INSTALLATION SITE & METER READINGS. The Equipment installation site must conform to Xerox‘s published requirements throughout the term of an Order. If applicable, Customer agrees to provide meter readings in the manner prescribed by Xerox. If Customer does not provide Xerox with meter readings as required, Xerox may estimate them and bill Customer accordingly. D. EQUIPMENT REPLACEMENT. If Xerox is unable to maintain the Equipment as described above, Xerox will, as Customer’s exclusive remedy for Xerox’s failure to provide Basic Services, replace the Equipment with an identical product or, at Xerox’s option, another product of equal or greater capabilities. If the replacement product is provided pursuant to this Section, there shall be no additional charge for Basic Services during the initial term of the applicable Order and the replacement product shall be subject to the terms and conditions of the MSA. The End of Service (“EOS”) date for a particular model of EOS Equipment is the date after which Xerox has no obligation to maintain such model of EOS Equipment. Notwithstanding anything to the contrary set forth above, Xerox shall have no obligation to replace such EOS Equipment. An EOS Date Equipment List is available upon request. Xerox Proposed Attachment A E. CARTRIDGE PRODUCTS. If Xerox is providing Basic Services for Equipment utilizing cartridges designated by Xerox as customer replaceable units, including copy/print cartridges and xerographic modules or fuser modules (“Cartridges”), Customer agrees to use only unmodified Cartridges purchased directly from Xerox or its authorized resellers in the United States and the failure to use such Cartridges shall void any warranty applicable to such Equipment. F. PC/WORKSTATION REQUIREMENTS. In order to receive Basic Services and/or Software Support for Equipment requiring connection to a PC or workstation, Customer must utilize a PC or workstation that either (1) has been provided by Xerox or (2) meets Xerox’s published specifications. 4. CARTRIDGES. Cartridges packed with Equipment and replacement Cartridges may be new, remanufactured or reprocessed. Remanufactured and reprocessed Cartridges meet Xerox’s new Cartridge performance standards and contain new and/or reprocessed components. To enhance print quality, the Cartridge(s) for many models of Equipment have been designed to cease functioning at a predetermined point. In addition, many Equipment models are designed to function only with Cartridges that are newly manufactured original Xerox Cartridges or with Cartridges intended for use in the U.S. Equipment configuration that permits use of non-newly manufactured original Xerox Cartridges may be available from Xerox at an additional charge. Cartridges sold as Environmental Partnership (“EP”) Cartridges remain the property of Xerox. Customer agrees that it shall return all EP Cartridges and may return other Cartridges to Xerox, at Xerox’s expense when using Xerox-supplied shipping labels, for remanufacturing once such Cartridges cease functioning. 5. DELIVERY AND REMOVAL. Xerox will be responsible for all standard delivery and removal charges for Equipment and Third Party Hardware. Customer will be responsible for any non-standard delivery and removal charges. When Equipment or Third Party Hardware is to be returned to Xerox, such Equipment or Third Party Hardware shall be made available for removal by Xerox when requested to do so by Xerox and, at the time of removal, the Equipment or Third Party Hardware will be in the same condition as when delivered, reasonable wear and tear excepted, together with any related Software or Third Party Software. 6. DEFAULT. If Customer defaults under the Agreement or an Order, Xerox, in addition to its other remedies (including the cessation of Basic Services), may require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of: (i) all amounts then due, plus interest on all amounts due from the due date until paid at the rate of one and one-half percent (1.5%) per month (not to exceed the maximum amount permitted by law); (ii) the remaining MMCs in the term less any unearned finance, maintenance, and supply charges; (iii) a reasonable disengagement fee calculated by Xerox that will not exceed fifteen percent (1 5%) of the amount in (ii) above (said amount is available from Xerox upon request); and, (iv) all applicable Taxes. In addition to paying the amounts required in the preceding sentence if Customer defaults, Customer shall either (a) make the Equipment or Thrd Party Hardware available for removal by Xerox when requested to do so by Xerox and, at the time of removal, the Equipment or Third Party Hardware will be in the same condition as when delivered, reasonable wear and tear excepted, together with any related Software or Third Party Software or (b) purchase the Equipment or Third Party Hardware “AS IS, WHERE IS” and WITHOUT ANY WARRANTY AS TO CONDITION OR VALUE by paying Xerox the Purchase Option and all applicable Taxes. 7. EQUIPMENT STATUS. Unless Customer is acquiring Previously Installed Equipment, Equipment will be either: (i) “Newly Manufactured”, which may contain some recycled components that are reconditioned; (ii) “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, (iii) “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 status of Third Party Hardware. 8. PURCHASE OPTIONS. If not in default hereunder, Customer may purchase the Equipment or Third Party Hardware, “AS IS, WHERE-IS” and WITHOUT ANY WARRANTY AS TO CONDITION OR VALUE, at (i) the end of its term for its Fair Market Value [“FMV”], plus any applicable Taxes, or (ii) at any time during its term by paying: (a) all amounts then due; (b) the remaining MMCs in its term less any unearned finance, maintenance, and supply charges (as reflected on the lessor’s books and records); (c) a reasonable disengagement fee calculated by Xerox that will not exceed fifteen percent (1 5%) of the amount in (b) above (said amount is available from Xerox upon request); (d) the FMV at the conclusion of the term; and, (e) all applicable Taxes. 9. PROTECTION OF XEROX’S RIGHTS. Customer hereby authorizes Xerox or its agents to file, by any permissible means, financing statements necessary to protect Xerox’s rights as the Lessor for leased Equipment or Third Party Hardware. Xerox, on Customer’s behalf and at Customer’s expense, may take any action required to be taken by Customer that Customer fails to take under an Order that includes Equipment or Third Party Hardware. Xerox Proposed Attachment A 10. WARRANTY DISCLAIMER & WAIVERS. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER WAIVES ALL RIGHTS AND REMEDIES CONFERRED UPON SUPPLIES AND BASIC SERVICES, XEROX DISCLAIMS, AND CUSTOMER WAIVES, THE IMPLIED WARRANTIES OF ORDER THAT ARE SELECTED SOLELY BY XEROX, XEROX WARRANTS THAT SUCH THIRD PARTY PRODUCTS WILL OPERATE SUBSTANTIALLY IN CONFORMANCE WITH ANY APPLICABLE SERVICE LEVELS SET FORTH IN THE ORDER’S SOW. IF, WITHIN A REASONABLE PERIOD OF TIME AFTER THE PROVISION OF SUCH THIRD PARTY PRODUCTS, SUCH SERVICE LEVELS CANNOT BE BROUGHT INTO SUBSTANTIAL CONFORMANCE WITH THOSE PRODUCTS, CUSTOMER’S EXCLUSIVE REMEDY REGARDING THE FOREGOING WARRANTY SHALL BE THAT ANY THE RETURN OF THOSE THIRD PARTY PRODUCTS TO XEROX. XEROX DISCLAIMS, AND CUSTOMER WAIVES, ALL OTHER WARRANTIES WITH RESPECT TO THIRD PARTY PRODUCTS, AS WELL AS FOR MAINTENANCE THEREFOR, PARTICULAR PURPOSE AND MERCHANTABILITY, AS WELL AS ANY OTHER WARRANTY PERTAINING OR RELATING TO THEIR DESIGN, PERFORMANCE, FUNCTIONALITY, OR COMPATIBILITY WITH CUSTOMER’S SYSTEMS. IN ADDITION TO ANY WARRANTIES ALREADY PROVIDED TO CUSTOMER BY THIRD PARTY PRODUCT MANUFACTURERS, XEROX WILL PASS THROUGH TO CUSTOMER ANY WARRANTIES PROVIDED TO IT BY THE MANUFACTURER OF SUCH THIRD PARTY PRODUCTS TO THE EXTENT PERMISSIBLE. XEROX DISCLAIMS, AND CUSTOMER WAIVES, ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FOR THIRD PARTY PRODUCTS THAT ARE NOT SELECTED SOLELY BY XEROX. A LESSEE BY ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. FOR EQUIPMENT, SOFTWARE, XEROX-BRAND NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. FOR THIRD PARTY PRODUCTS SUBJECT TO AN SPECIFIED IN THE SOW AND SUCH NON-CONFORMANCE IS A RESULT OF XEROX’S USE OF SUCH THIRD PARTY FEES PAID FOR THE NON-CONFORMING THIRD PARTY PRODUCTS SHALL BE REFUNDED TO CUSTOMER UPON INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND SOFTWARE TERMS. The following additional terms applv to all Equipment Lease transactions and transactions involving Application Software: 11. SOFTWARE LICENSE. The following terms apply to copyrighted Software and the accompanying documentation, including, but not limited to, operating system Software, provided with or within the Equipment acquired hereunder (“Base Software”) as well as Software specifically set out as “Application Software” on an Order. This license does not apply to any Diagnostic Software, any software/documentation accompanied by a clickwrap or shrinkwrap license agreement or otherwise made subject to a separate license agreement including, but not limited to, any operating system software for Third Party Hardware. A. Xerox grants Customer a non-exclusive, non-transferable license to use the Base Software within the United States, its territories, and possessions (the “United States”) only on or with the Equipment with which (or within which) it was delivered. For Application Software, Xerox grants Customer a non-exclusive, non-transferable license to use this software within the United States on any single unit of Equipment for as long as Customer is current in the payment of any indicated software license fees (including any Annual Renewal Fees). Customer has no other rights to the Base or Application Software and, in particular, may not: (1) distribute, copy, modify, create derivatives of, decompile, or reverse engineer this software; (2) activate any software delivered with or within the Equipment in an unactivated state; or, (3) allow others to engage in same. Title to the Base and Application Software and all copyrights and other intellectual property rights in it shall at all times reside solely with Xerox and/or its licensors (who shall be considered third-party beneficiaries of the MSA‘s software and limitation of liability provisions). Base and Application Software may contain, or be modified to contain, computer code capable of automatically disabling proper operation or functioning of the Equipment. Such disabling code may be activated if (a) Xerox is denied reasonable access to the Base or Application Software to periodically reset such code; (b) Customer has defaulted under an Order; or, (c) such license is terminated or expires. B. Xerox may terminate Customer’s license for any Base Software (1) immediately if Customer no longer uses or possesses the Equipment, or (2) upon the termination of any Order or separate agreement under which Customer has acquired the Equipment. C. If Customer transfers possession of the Equipment after Customer obtains title to it, Xerox will offer the transferee a license to use the Base Software within the United States on or with it, subject to Xerox‘s then-applicable terms and license fees, if any, and provided the transfer is not in violation of Xerox‘s rights. D. Xerox warrants that the Base and Application Software will perform in material conformity with its user documentation for a ninety (90) day period from the date it is delivered or, for software installed by Xerox, the date of software installation. Neither Xerox nor its licensors warrant that the Base or Application Software will be free from errors or that its operation will be uninterrupted. Xerox Proposed Attachment A 12.SOFTWARE SUPPORT. During the period that Xerox (or a designated servicer) provides Basic Services for the Equipment but in no event longer than five (5) years after Xerox stops taking orders from customers for their acquisition of the subject model of Equipment, Xerox (or a designated servicer) will also provide software support for the Base Software under the following terms. For Application Software licensed pursuant to the MSA, Xerox will provide software support under the following terms provided Customer is current in the payment of all Initial License and Annual Renewal Fees (or, for programs not requiring Annual Renewal Fees, the payment of the Initial License Fee and the annual “Support Only” Fees): A. Xerox will assure that Base and Application Software performs in material conformity with its user documentation and will maintain a toll-free hotline during standard business hours to answer related questions. B. Xerox may make available new releases of the Base or Application Software that primarily incorporate coding error fixes and are designated as “Maintenance Releases”. Maintenance Releases are provided at no charge and must be implemented within six (6) months after being made available to Customer. Each new Maintenance Release shall be considered Base or Application Software governed by these Software Terms. New releases of the Base or Application Software that are not Maintenance Releases, if any, may be subject to additional license fees at Xerox‘s then-current pricing and shall be considered Base or Application Software governed by these Software Terms (unless otherwise noted). Xerox will not be in breach of its software support obligations hereunder if, in order to implement, in whole or in part, a new release of Base or Application Software provided or made available by Xerox, Customer must procure, at its expense, additional hardware and/or software from Xerox or any other entity. Customer agrees to return or destroy all prior releases. C. Xerox will use reasonable efforts, either directly and/or with its vendors, to resolve coding errors or provide workarounds or patches, provided Customer reports problems in the manner specified by Xerox. D. Xerox shall not be obligated (1) to support any Base or Application Software that is two or more releases older than Xerox’s most current release or (2) to remedy coding errors if Customer has modified said Software. E. For Application Software, Xerox may annually increase the Annual Renewal and Support-Only Fees, each such increase not to exceed 10%. For State and Local Government Customers, this adjustment shall take place at the commencement of each of Customer’s annual contract cycles. 13. DIAGNOSTIC SOFTWARE. Software used to maintain the Equipment and/or diagnose its failures or substandard performance (collectively “Diagnostic Software”) is embedded in, resides on, or may be loaded onto the Equipment. The Diagnostic Software and method of entry or access to it constitute valuable trade secrets of Xerox. Title to the Diagnostic Software shall at all times remain solely with Xerox and/or Xerox’s licensors. Customer agrees that (1) Customer’s acquisition of the Equipment does not grant Customer a license or right to use the Diagnostic Software in any manner, and (2) that unless separately licensed by Xerox to do so, Customer will not use, reproduce, distribute, or disclose the Diagnostic Software for any purpose (or allow third parties to do so). Customer agrees at all times (including subsequent to the expiration of the MSA or an Order hereunder) to allow Xerox to access, monitor, and otherwise take steps to prevent unauthorized use or reproduction of the Diagnostic Software. ADDITIONAL TERMS: The following additional terms apply only to the extent that Customer has agreed to one or more of the options described below in an Order: 14.FINANCED SOFTWARE TOTAL. If financing Software or Third Party Software, the initial license fees for same set forth in an Order shall be paid for through Customer’s MMC. If Customer breaches the license for said Software or Third Party Software or any of Customer’s obligations regarding Equipment or Third Party Hardware, the full amount of the initial license fees shall be immediately due and payable. 15. XEROX AS FINANCIAL INTERMEDIARY. If Xerox acts as a financial intermediary, Customer is acquiring specifically identified products that were selected by Customer and are not sold by Xerox in the normal course of its business. If Customer has signed a purchase contract for such products, by signing an Order hereunder, Customer assigns Customer’s rights but none of Customer’s obligations under such purchase contract to Xerox. With regard to these products, Customer agrees that Xerox is providing them to Customer “AS IS, WHERE IS” AND THAT XEROX HAS NOT MADE, AND CUSTOMER HEREBY WAIVES, ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHATSOEVER, INCLUDING, WITHOUT INFRINGEMENT, AND (11) ANY REPRESENTATION OR WARRANTY REGARDING THE PRODUCTS’ SUITABILITY, DESIGN, CONDITION, DURABILITY, OPERATION, QUALITY OF MATERIALS OR WORKMANSHIP, OR COMPLIANCE WITH SPECIFICATIONS OR APPLICABLE LAW. Xerox assigns to Customer, to the extent assignable, any warranty rights it has to these products (which rights shall revert to Xerox if Customer breaches the MSA). Customer agrees (a) that these products are not covered by Xerox‘s obligation to provide Basic Services; (b) to maintain a service agreement for these products with a service provider acceptable to Xerox throughout the term set forth on the Order for said products; (c) to pay all personal property taxes related to these products; and (d) to assign to Xerox any rights Customer has to these products until title passes from Xerox to Customer (which, subject to any software licenses surrounding the acquisition of these products, shall occur when Customer obtains title to all products covered by the Order). LIMITATION, (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR NON- Xerox Proposed Attachment A 2\ 16. CONSUMABLE SUPPLIES INCLUDED (IN MONTHLY MINIMUMPRINT CHARGES). For Equipment Orders that include consumable supplies in the Print Charges, Xerox (or a designated servicer) will provide Customer with black toner (excluding highlight color toner), black developer, copy Cartridges, and, if applicable, hser agent (“Consumable Supplies”) throughout the term of the Equipment Order. For hll-color Equipment Orders that include Consumable Supplies, Consumable Supplies shall also include, as applicable, color toner and developer. Customer agrees that the Consumable Supplies are Xerox’s property until used by Customer, that Customer will use them only with the Equipment under the applicable Order, that Customer will return all Cartridges to Xerox for remanufacturing once they have been run to their cease-function point and that Customer will either return any unused Consumable Supplies to Xerox, at Xerox’s expense when using Xerox-supplied shipping labels, at the end of the term of the applicable Equipment Order or destroy them in a manner permitted by applicable law. Should Customer’s use of Consumable Supplies exceed Xerox’s published Consumable Supplies yields for these items by more than ten percent (1 O%), Customer agrees that Xerox shall have the right to charge Customer for any such excess usage. When requested by Xerox, Customer shall provide an inventory of Consumable Supplies in its possession and meter readings. STATE AND LOCAL GOVERNMENT CUSTOMER TERMS: The following additional terms apply only to transactions with state and local government customers: A. REPRESENTATIONS & WARRANTIES. Customer hereby represents and warrants, as of the date of the MSA or an Order that: (i) Customer is a State or a fully constituted political subdivision or agency of the State in which Customer is located and are authorized to enter into, and carry out, Customer’s obligations under the MSA and any other documents required to be delivered in connection with the MSA (collectively, the “Documents”); (ii) the Documents have been duly authorized, executed and delivered by Customer in accordance with all applicable laws, rules, ordinances and regulations (including, but not limited to, all applicable laws governing open meetings, public bidding and appropriations required in connection with the MSA and the acquisition of the Offerings) and are valid, legal, binding agreements, enforceable in accordance with their terms and the person(s) signing the Documents have the authority to do so, are acting with the full authorization of Customer’s governing body and hold the offices indicated below their signatures, each of which are genuine; (iii) the Offerings are essential to the immediate performance of a governmental or proprietary function by Customer within the scope of Customer’s authority and shall be used during the Offerings’ term only by Customer and only to perform such function; and, (iv) Customer’s obligations to remit payments under the MSA constitute a current expense and not a debt under applicable state law and no provision of the MSA constitutes a pledge of Customer’s tax or general revenues and any provision that is so construed by a court of competent jurisdiction is void from the inception of the MSA or an Order. B. 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 Offerings, and that it is Customer’s intent to use the Offering for its entire term and to make all payments required under the MSA. In the event that (i) through no action initiated by Customer, Customer’s legislative body does not appropriate funds for the continuation of the MSA or an Order for any fiscal year after the first fiscal year and has no funds to do so from other sources, and (ii) Customer has made a reasonable but unsuccessful effort to find a creditworthy assignee acceptable to Xerox in its sole discretion within Customer’s general organization who can continue the MSA or Order, the MSA or Order may be terminated. To effect this termination, Customer shall, thirty (30) days prior to the beginning of the fiscal year for which Customer’s legislative body does not appropriate funds for such upcoming fiscal year, send Xerox written notice stating that Customer’s legislative body failed to appropriate funds and that Customer has made the required effort to find an assignee. Customer’s notice must be accompanied by payment of all sums then owed through the current year to Xerox under the MSA or Order and must certify that the canceled Equipment or Third Party Hardware is not being replaced by Equipment or Third Party Hardware performing similar functions during the ensuing fiscal year. In addition, Customer will make the Equipment or Third Party Hardware, together with any related Software or Third Party Software, available for removal by Xerox when requested to do so by Xerox and, at the time of removal, the Equipment or Third Party Hardware will be in the same condition as when delivered, reasonable wear and tear excepted. Customer will then be released from Customer’s obligations to make any further payments to Xerox beyond those due for the current fiscal year (with Xerox retaining all sums paid to date). C. PAYMENT. Customer’s payment is due within thirty (30) days of Xerox’s invoice date. 16. REPRESENTATIONS & WARRANTIES, FUNDING, TAX TREATMENT & PAYMENT. Xerox Proposed Attachment A Xerox Global Services IT Services Addendum THIS ADDENDUM (“Addendum”), which is effective as of (“Customer”) and Xerox Global Services (“XGS”), a division of Xerox Corporation (“Xerox”), which includes Xerox Global Services, Inc., a subsidiary of Xerox. (“MSA”) that has been entered by and between Customer and Xerox solely as relating to those Information Technology Services (“IT Services”) set forth in the attached SOW. 1. Provision of IT Services. XGS will provide the IT Services set forth in the attached SOW, with such IT Services being considered Services as that term is defined in the MSA. For the purposes of such IT Services, the SOW shall be considered an Order and XGS shall mean Xerox where that term appears in the MSA. Pricing. Pricing for the IT Services will be set forth in the SOW. Unless otherwise set forth in the SOW, expenses incurred by XGS in providing the IT Services will be charged to Customer at XGS’s cost. Term. In the event the MSA expires or is terminated prior to the completion of the IT Services, the terms and conditions of the MSA and this Addendum shall be in effect for purposes of the IT Services until they are completed. Services Guarantee I Warranty I Warranty Limitations, and Warranty Disclaimer1 Waiver. With respect to the Section of the MSA titled “SERVICES GUARANTEE / WARRANTY / WARRANTY LIMITATIONS, AND WARRANTY DISCLAIMER/ WAIVER.”, the parties agree as follows: , is entered by and between This Addendum amends Managed Services Agreement Number 2. 3. 4. a. THE WARRANTIES SET FORTH IN THE ABOVE-REFERENCED SECTION OF THE MSA ARE EXPKSSLY CONDITIONED UPON THE USE OF THE IT SERVICES AND DELIVERABLES FOR THEIR INTENDED PURPOSES IN THE SYSTEMS ENVIRONMENT FOR WHICH THEY WERE ORIGINALLY DESIGNED, AND SHALL NOT APPLY TO ANY IT SERVICES OR DELIVERABLES WHICH HAVE BEEN SUBJECT TO MISUSE, ACCIDENT, OR ALTERATION OR MODIFICATION BY CUSTOMER OR ANY THIRD PARTY (EXCEPT AS SPECIFICALLY AUTHORIZED IN WRITING BY XGS). The representation and warranty set forth in the above-referenced Section of the MSA that the Services will be performed in a skillhl and Workmanlike manner shall be modified so that XGS represents and warrants that the IT Services will be performed in a skillful and workmanlike manner according to those industry standards generally prevailing among consultants performing similar services under similar circumstances. b. 5. WARRANTY DISCLAIMER AND WAIVER FOR THIRD PARTY PRODUCTS. FOR THIRD PARTY PRODUCTS SUBJECT TO A SOW THAT ARE SELECTED SOLELY BY XGS, XGS WARRANTS THAT SUCH THIRD PARTY PRODUCTS WILL OPERATE SUBSTANTIALLY IN CONFORMANCE WITH ANY APPLICABLE SERVICE LEVELS SET FORTH IN THE SOW. IF, WITHIN A REASONABLE PERIOD OF TIME AFTER THE PROVISION OF SUCH THIRD PARTY PRODUCTS, SUCH SERVICE LEVELS CANNOT BE BROUGHT INTO SUBSTANTIAL CONFORMANCE WITH THOSE SPECIFIED IN THE PRODUCTS, CUSTOMER’S EXCLUSIVE REMEDY REGARDING THE FOREGOING WARRANTY BE REFUNDED TO CUSTOMER UPON THE RETURN OF THOSE THIRD PARTY PRODUCTS TO XGS. XGS DISCLAIMS, AND CUSTOMER WAIVES, ALL OTHER WARRANTIES WITH RESPECT TO THIRD PARTY PRODUCTS, AS WELL AS FOR MAINTENANCE THEREFOR, INCLUDING, BUT NOT LIMITED AND MERCHANTABILITY, AS WELL AS ANY OTHER WARRANTY PERTAINING OR RELATING TO THEIR DESIGN, PERFORMANCE, FUNCTIONALITY, OR COMPATIBILITY WITH CUSTOMER’S SYSTEMS. IN ADDITION TO ANY WARRANTIES ALREADY PROVIDED TO CUSTOMER BY THIRD PARTY PRODUCT MANUFACTURERS, XGS WILL PASS THROUGH TO CUSTOMER ANY WARRANTIES PROVIDED TO IT BY THE MANUFACTURER OF SUCH THIRD PARTY PRODUCTS TO THE EXTENT PERMISSIBLE. XGS DISCLAIMS, AND CUSTOMER WAIVES, ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF THIRD PARTY PRODUCTS THAT ARE NOT SELECTED SOLELY BY XGS. SOW AND SUCH NON-CONFORMANCE IS A RESULT OF XGS’S USE OF SUCH THIRD PARTY SHALL BE THAT ANY FEES PAID FOR THE NON-CONFORMING THIRD PARTY PRODUCTS SHALL TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, FOR City Attorney Approved Version #04.01.02 6 6. Notices. Notwithstanding anything to the contrary set forth in the “Notices” Section of the MSA, all notices to XGS pertaining to this Addendum shall be sent to “Xerox Global Services, Inc., Attn.: Legal, 411 Eagleview Blvd., Exton, PA 19341”. 7. Miscellaneous. Terms not defined herein shall have the same meaning as provided in the MSA. Except as specified in this Addendum, the MSA will remain as stated. Any hture SOWS between the parties covering IT Services will be governed by the MSA and this Addendum unless otherwise indicated in writing. In the event of a conflict between the terms and conditions of the MSA, this Addendum and any SOW, the order of precedence shall be this Addendum, the MSA and the SOW. City Attorney Approved Version #04.01.02 7 EXHIBIT B EquipmentPricing Configuration for Carlsbad Library **All Copier and Printer equipment will be NEW Digital and State of the Art**. Cole Reference area will have: 1 - Color/BW Multifunctional CopierPrinter 24ppm BW / 13ppm Color (WC24) Duplex Document Feeder Four 520 Sheet Trays & 100 Sheet Bypass Tray Duplex Copying / Printing Touch Screen User Console Offset Catch Tray BilllCoidCardNend Unit 1 - BW Laser Printer 36ppm BW (Phaser 4500N) 150-sheet tray 1 550-sheet tray 2 Simplex Printing Only Bill/Coin/Card/Vend Unit Cole Genealogy area will have: 1- BW Multifimctional CopierPrinter 30ppm copy & print (DC430S) Duplex Document Feeder Four 500 Sheet Trays 50 Sheet Bypass tray Duplex Copying / Printing Touch Screen User Console Offset Catch Tray 2- BilVCoidCardNend Units Cole Children's area will have: 1 - Color/BW Laser Printer 26ppm Color & BW (Phaser 6250N) 100- sheet tray 1 500 -sheet tray 2 Simplex Printing Only Card Read Unit Cole Periodical area will have: 1 - BW Digital Bookmark Copier Only 30ppm (Digbka) Beveled Edge Platen Four 500 Sheet Trays 50 Sheet Bypass Tray Simplex Copying Touch Screen User Console Offset Catch Tray BilVCoidCardNend Unit Cole Micro-Film / Fiche area will have: 2 - Card Read Units 8 City Attorney Approved Version #04.01.02 Dove Information area will have: 1 - Color/BW Multihnctional Copier/Printer 24ppm BW / 13ppm Color (WC24) Duplex Document Feeder Four 520 Sheet Trays & 100 Sheet Bypass Tray Duplex Copying / Printing Touch Screen User Console Offset Catch Tray BilllCoinlCardNend Unit Dove Reference area will have: 1 - BW Digital Bookmark Copier Only 30ppm (Digbka) Beveled Edge Platen Four 500 Sheet Trays 50 Sheet Bypass Tray Simplex Copying Touch Screen User Console Offset Catch Tray Bill/Coin/Card/Vend Unit Dove Children's area will have: 1 - Color/BW Multifunctional CopierPrinter 24ppm BW / 13ppm Color (WC24) Duplex Document Feeder Four 520 Sheet Trays & 100 Sheet Bypass Tray Duplex Copying / Printing Touch Screen User Console Offset Catch Tray 2 - Bill/Coin/Card/Vend Units Dove Computer area will have: 1 - Color/BW Laser Printer 26ppm Color & BW (Phaser 6250N) 100- sheet tray 1 500 -sheet tray 2 Simplex Printing Only Bill/Coin/Card/Vend Unit Dove Micro-Film / Fiche area will have: 3 - Card Read Units Centro area will have: 1 - Color/BW Multihnctional CopierPrinter 24ppm BW / 13ppm Color (WC24) Duplex Document Feeder Four 520 Sheet Trays & 100 Sheet Bypass Tray Duplex Copying / Printing Touch Screen User Console Offset Catch Tray 2 - Bill/Coin/CardNend Units 9 City Attorney Approved Version #04.01.02 t 3 I N 2 v) k - m 0 0 a e, 0 3 b .M - PLEASE NOTE: All copiers & printers are new. 8 vend units and 8 (2 spares) card readers are retained from the original contract and will be installed on the new equipment. The vend units and card readers will have extended warranty for the entire term of the contract (48 MONTHS). 4 new vend units are new with 4 years of warranty. This quote also includes the PL Self-Encoding Software Price quote includes all installation & training of entire solution. Price quote includes 10 hours per week for on-site labor (Eduardo) $ 7873 /month (48 month term) 15,800 B&W Impressions Included Per Month - Pooled Together on all copier/printers (WC24, DC430S, Digital Bookmarks) Overage billed at $0.0147 100 Color Impressions Included Per Month on each Color CopierPrinter (WC24) Not Pooled Together Overage billed at $.lo35 Color Desktop Printers (6250N) will have 100 Color Impressions and 2500 B&W Impressions Included Per Month on EACH. Not Pooled Together Overage billed at $0.1348 for color and $.0239 for B&W Black Desktop Printer (4500N) will each have 200 Black Impressions Included Per Month. Overage billed at $.0177 for B&W 11 City Attorney Approved Version #04.01.02 2% XEROX GLOBAL SERVICES Exhibit C Statement of Work (SOW) for: Carlsbad Public Library PC Reservation & PrintlCopier Refresh vi .O Date: June 10, 2005 Prepared by: V a I e r i e H a r r i s , P r i n c i pa I Con s u It ant , James Uland, Managing Pjincipal, 972-880+25 1 81 2-951 -0OD9 Real People. Real World Solutions. XEROX. XEROX GLOBAL SERVICES Table of Contents 1 2 3 4 5 6 7 8 9 10 11 Executive Summary ................................................................... ...... 14 Xerox Global Services Methodology ............................................. 15 Project Scope .................................................................................. 17 Project Approach ........................................................................... I9 Project Deliverables ........................................................................ 21 Investment ....1.1.1.1.1.1.1................................,.. ......... ............ ........... .... 21 Customer Responsibilities ................................................... ,....... .25 Project Assumptions, and Risks .................................... ....... ........ 26 Project Schedule ............................................................................ 28 Project Change Request ................................................................ 29 Terms and Conditions .......................... Error! Bookmark not defined. Page 13 of51 Pmperfy of XEROX CORPORATION. Usage restricted only to this pmject and may not be distributed. SOW Template v.1082803 P XEROX GLOBAL SERVICES 1 Executive Summarv Xerox Global Services and Xerox are pleased to present this proposal to Carlsbad Public Library for a Print/Copy Management Refresh and PC Reservation Solution. The desire to implement such applications stems from issues involving: Increased costs associated with patron printing Increased cost associated with the operational support of printers Need to create a uniform standard for patron computer use Alleviating staff time as it pertains to monitoring patron computer use In response to the library’s requisites, Xerox Global Services and Xerox are pleased to provide this proposal to upgrade and refresh the existing print management technology and install an automated PC Reservation system that will meet Carlsbad Public Library’s needs. The combination of hardware, software and services we offer are unique within the industry. Additionally, our personnel provide world-class integration services and on-going support. Our experience in configuring, deploying and managing all aspects of the reservation and print management system makes us a recognized leader in the public library environment. Furthermore, we can work with Carlsbad Public Library in incorporating the proposed system with their existing SIRS1 library management system. Our proposal will allow the Carlsbad Public Library to achieve the stipulations they have set forth in the September 2004 issued RFP: Use of current patron library card Walk-up access and reservation stations Flexibility for scheduling Automated print cost recovery Certified Sirsi and full SIP2 functionality New server and PC hardware, upgraded print cost recovery software and additional software for automated reservation system New copier and printers On-going support of the applications We look forward to continuing our partnership with Carlsbad Public Library and for sharing our experience in implementing such solutions nationwide. Valerie Harris Principal Consultant 972-880-5251 Melissa Anderson Government Et Education Specialist 61 9-260-31 27 Page I4 of 51 SOW Template v.1082803 Propee of XEROX CORPORATION. Usage restricted on/y to this project and may not be distributed. 31 XEROX Gt-OBAL. SERVICES 2 Xerox Global Services Methodolonv Xerox Global Services, Inc. has put in place an infrastructure and discipline to make business improvement an imperative. We utilize two industry standard, proven effective methods called Lean Six Sigma for the consult and assess phase and the Xerox Global Services Project Management Methodology during the project delivery phase, which is aligned to Project Management Institute’s PMBOKm. Consult and Assess Phase: Consult and Assess is an analytical phase that follows the first 4 steps of the Lean Six Sigma DMAIC process (Define, Measure, Analyze, Improve and Control). During this phase, information about the customer’s business is gathered and analyzed to ensure that the problem is clearly defined and therefore an optimum solution is derived in order to produce a Statement of Work. Define Measure Analyze Improve Identify Problem Collect Baseline Data Conduct Root Develop Potential Gather Voice of the Determine Process Cause Analysis Solutions Customer and Voice of Performance Quantify Opportunity Develop Evaluation the Business Validate Business Prioritize Root Causes Crkteria and Select Finalize Project Focus Opportunity Best Solutions Evatuate Solution Optimize Solution Create SOW TollgatdMilestone for Risk Prope* of XEROX CORPORATION. Usage restricted only to this project and may not be distributed. Page IS of 51 SOW Template v. 1 082803 32 XEROX GLOBAL SEHVICES Project Delivery Phase: Upon acceptance of the Statement of Work, the XGS Project Management delivery methodology is followed, which has 3 high-level phases as outlined in the graphic below. Lean Six Sigma processes are still followed throughout the entire project. Execu te/Contro 1 Project Plan documents created J Scope/deliverables confirmed J Management plan developed for: Execute Project Plan -Schedule management -Risk management -Status meetings -Project log (action iterns,issues,etc) -Cost -Communications -Status reporting -Schedule -Quality improvement plans Control & monitor performance -Risk -Quality -Procurement -Human Resources @ Tollgate/Milestone -Project records -Project Evaluation/review meetings Final Deliverables completed Accounting management Lessons learned Customer Acceptance Customer Satisfaction Survey @ Tollgate/Milestone Paee I6 of 51 SOW Template v.7 082803 Property of XEROX CORPORATION. Usage restricted only to this project and may not be distributed. 33 XEROX GLOBAL SERVICES 3 Proiect ScoDe The proposed solution provides Carlsbad with the ability to offer automated workstation reservations to its customers. The proposed configuration of the SignUp deployment is based on the requirements as defined by the RFP with any exceptions to the requirements noted. Final configuration decisions will be made following the formal Project Kickoff Meeting to be held shortly after contract signature. In accordance with the desires of Carlsbad, the Pharos SignUp reservation system will validate authorized users. As required in the RFP, the SignUp database will interface with the Carlsbad customer database system (SIRS1 Unicorn) During this project, Xerox Global Services will: Install and configure new Database and Print servers, Pharos Stations (Print Release and PC Reservation) & Queue Monitor hardware Upgrade the existing UnipriNT installation to the latest version, Pharos 6.1 Install, configure and integrate Print Management and PC reservation on the Pharos Station and install queue monitor hardware Install and configure of a complete PC Management (SignUp) system including: - Authentication against the SIRS1 Unicorn system - Time control for users - Access control via walk-up, queuing and reservation - Standard reports Note: Customized reporting is available for an additional fee Provide standard documentation of the design and library defined settings Provide Technical IT staff and the XBS onsite associate overview training of the latest Pharos Uniprint upgrade Provide PC Reservation training to designated staff XBS and Boscop will: . = Replace all magnetic heads in Card Readers, and Card Reader Modules in other Vending Equipment Install/Configure Encoding Software. The Intercard Self Encode Software is SITE SPECIFIC and will be set for the Carlsbad Public Library ONLY. Carlsbad Library will be able to distribute cards with the current IS0 Standard TRACK I, II and Ill wide Magnetic Stripe (Credit Card Standard) without having to send this to Boscop, Inc., for encoding with the proprietary Intercard encoding. The Library Staff and/or the Patron can insert the card into any Coin/Bill/Card Vend Station (with the Self Encode Software) and add funds or even just retrieve the card after insertion. The inserted cards will be encoded with the amount of funds added and/or if no funds were added the encoded value will be zero, in addition to Carlsbad Intercard Site Code. Subsequently the cards can only be used at the Carlsbad Public Library. Note: The Self Encode Software will not be available for the Minitill. An alternative, keep one of the Card Dispenser/Revaluators behind the Circulation Desk. Page17ofSl SOW Template v.1082803 Pmpem of XEROX CORPORATION. Usage restricted only to this pmject and may not be distributed. 3+ XEROX GLOBAL SERVICES Bill of Materials Hardware and software to be provided as part of this Statement of Work includes: 1 Database Server 9 1 Print Server 9 6 Print Release Stations 9 4 Reservation Stations 6 Queue Monitors - (1 Spare) 4 Vend Station (bill/coins/cards) 6 Barcode Scanner Keyboards - (1 Spare) . 5 Receipt Printers . 4 Year Warranty Service for Receipt Printers . All Associated Server Software 1 SignUp Base License Fee w/ 150 CALS . 1 SIP/SIP2 Compliant Authentication Gateway 4 Year Support for both SignUp and Uniprint (Note: Existing Uniprint Support Fee pro-rated) . 4 Year Warranty Depot Service for all existing Intercard Equipment - 8 Card Readers - 8 Vend Stations - 1 Minitill . . 4 Year License Agreement Encoding Software, Specific to Carlsbad PL The above hardware and encoding software is included in Exhibit B. Page I8 of 51 SOW Template v.1082803 Property of XEROX CORPORATION. Usage restricted only to this project and may not be distributed. 35 XEROX GLOBAL SERVICES 4 Project Approach Initiate Xerox Global Services (XGS) and Xerox, along with Carlsbad PL will work together to verify the high-level business needs, initiate the implementation schedule, and verify all technical configuration requirements relating to the LMS interface project described in this Statement of Work. As a result of this phase, we will finalize the Project Plan that will document the approach to meeting those requirements. The “Initiate” phase will take approximately 1 week to complete and will result in a final detailed project plan with major milestones identified. Note: XGS will use information gathered in previous meetings and conference calls to start this process. However, specific technical information and logistics from Carlsbad will be required to complete a detailed project plan. The preparation and attention to detail in this phase will ensure the seamless integration of the desired solutions into Carlsbad public computing infrastructure. Delivera bles Project Plan created Communication and escalation plan Risks identified and mitigation plan prepared Resource management plan; project team identified Detailed project schedule, including milestones Project scope confirmed Phase 1 Milestone A kickoff meeting with the entire XGS/Xerox and Carlsbad project team will the Project Plan document. Deliver Pilot Pilot requirements and timeframe TBD. A pilot will allow XGS and Carlsbad to validate the data integration implementation timing. This will allow a more accurate time estimate remaining sites. be held to review process and the to complete the Once the pilot has been completed, the XGS Technical Lead will review and recommend any updates to the Site Packet for the XGS on-site resources to follow. The site packet will include: implementation procedures, a site preparation checklist, a site signoff form, and the communication/escalation plan. Deliverables Review and validate project schedule Equipment operation documents, training materials, troubleshooting instruction, call log process Milestones Pilot completed, Pharos fully functional Schedule for remaining branches finalized Client initials tollgate sign-off document Pagel9of51 SOW Template v.1082803 Pmpem ofXEROX CORPORATKIN. Usage restricted on/y to this pmject and may not be distributed. 36 XEROX GLOBAL SERVICES Full Rollout Once the Pilot has been completed, XGS will proceed with the full implementation at remaining locations covered by this statement of work. The project team will consist of the following resources: o XGS Project Manager who will be the single point of contact to Carlsbad to communicate and report on project status XGS Technical Lead who will be responsible for the solution and will provide subject matter expertise for any technical decisions for the on-site team. (Note: this resource may or may not be part of the on-site deployment team but will be a point of escalation for technical issues if needed) o Onsite Resources including XGS consultants who will perform the actual deployment, testing and training. Deliverables Completed implementation, testing and training of all aspects of this SOW Completed tollgate sign-off documents for each branch initialed by client Close At the conclusion of this project the XGS Business Development Manager, Principal, Development & Delivery Principal and Project Manager will meet with the Project Sponsor to review the status of the completed project. The purpose of this discussion is to review what went well, determine how XGS can improve its processes, and to make sure that Carlsbad is pleased with the results. During this meeting, XGS will deliver and review all final documentation created during the project and will facilitate a lessons learned review. To indicate project acceptance, XGS will ask the Project Sponsor to sign an Acceptance Certificate. Delivera bles Final documentation turnover Signed Acceptance Certificate Milestone Project complete Page 20 of 5 I SOW Template v.1082803 PropeHy of XEROX CORPORATION. Usage restricted only to this project and may not be distributed. 37 XEROX GLOBAL SERVICES 5 Project Deliverables Xerox Global Services, Inc. will deliver: Pharos UnipriNT . Upgrade existing Uniprint installation to v 6.1 Pharos SignUp . Implementation of a complete system including: Authentication against the SIRS1 Unicorn system Time control for users Access control via walk-up, queueing, and reservation Standard reports Documentation of the design and library-defined settings Technical and Service staff training Documentation and Training . Written documentation reflecting the final configuration of the above deliverables On-site training for Carlsbad Public Library Information Services staff regarding administration of and report generation from this system On-site training for Carlsbad’s library staff in relevant branches regarding patron interaction with the system and changes to the functionality of the administrative Nerve Center. Ongoing Support . . Software support for 48 months, includes maintenance upgrades 2 Hrs per month phone support for 48 months Project Management . . Weekly status reports = Xerox Global Services project manager support for the duration of the project (mix of onsite and offsite support) Project Change Request and Project Schedule management PageZlof51 SOW Template v.1082803 Property ofXEROX CORPORATION. Usage restricted only to this project and may not be distributed. 38 XEROX GLOBAL SERVICES Proposed Configuration: See attached configuration table in Exhibit B. Page 22 of 5 I SOW Template v.1082803 Propern of XEROX CORPORATON. Usage restricted only to this project and may not be distributed. 39 XEROX GLOBAL SERVICES 6 Investment Monthly pricing supplied by Xerox as detailed in Exhibit 6. . Resources: During the course of delivering these services to you, we may use either Xerox or Xerox Global Services, Inc (an indirect wholly owned subsidiary) employees on this Project. Delays. The investment and project schedule provided in this Scope of Work does not include any delays incurred due to the unavailability of CUSTOMER, CUSTOMER vendors or other non-Xerox Global Services, Inc. individuals whose participation in the project is critical, or delays by the CUSTOMER in providing information needed, approving and signing off on documents. Delays that prevent Xerox Global Services, Inc. Consultants from continuing work may result in the project being put on hold at Xerox Global Services, Inc. Delays resulting from lack of advance planning and scheduling to obtain Customer IT assistance and/or Customer building access are not the fault of Customer and therefore not subject to the project being put on hold. Customer’s Service Impacts. There will be little or no service impacts on Customer’s patrons during installation. Project Start Date. This project shall be scheduled for start and/or completion dates once Xerox Global Services, Inc. has received a signed copy of this statement of work. Once the start and/or end dates are mutually agreed upon, resources will be allocated. Statement of Work Validity. This Statement of Work is valid for a period of thirty (30) days. If the Statement of Work is not signed after thirty (30) days, an extension of an updated Statement of Work must be requested. An extension or updated Statement of Work initiated by Customer may include a change in the investment estimate. The Professional Services Agreement must be signed in order to proceed with work. Xerox Global Services is not bound by any Statement of Work or scope document that is not signed by authorized representatives of both CUSTOMER and Xerox Global Services. . . . . Pmpew of XEROX CORPORATION. Usage restricted only to this pmject and may not be distributed. Page23of51 SOW Template v.1082803 XEROX GLOBAL SERVICES Resource Summary ~ ~~ ~~ Resource Activities / output Resources Estimated Milestone Duration ~ ~~~ ~~~~ ~ ~ Initiate: Project Planning and Completed XGS Inc. Project Team and 3 days formal Project Kick-off project plan Carlsbad Project Team 1 day Onsite/ 2 days offsite Equipment procurement All hardware XGS Principal / Xerox Rep 20 days required for offsi te project delivered infrastructure Implementation SQL ,Print XGS Consultant; Carlsbad IT 1 - 3 Wks Servers and PC staff OnSite setuD Deliver (Pilot) SignUP and Pilot Branch XGS Consultants; Carlsbad 1-3Wks UnipriNT installation, testing installation and IT staff and Library staff OnSite and training training complete ~ ~ ~~~~ ~~ ~~ ~~ Deliver (remaining locations) All branches XGS Consultants; Carlsbad 1-3 wks Pharos SignUp and UnipriNT complete IT staff and Library staff OnSite testing and training Complete Project Closeout / Signed project XGS Project Team and 1 day lessons learned meeting acceptance Carlsbad Project Team OnSite certificate Note: this schedule is an estimate of working calendar days only. Prop* of XEROX CORPORATON. Usage restricted only to Chis pmject and may not be distributed. Page 24 of 5 I SOW Template v.1082803 XEROX GLOBAL SERVICES 7 Customer ResDonsibilities Prerequisites/ Responsibilities Carlsbad Public Library prerequisites and responsibilities are: To identify an internal Project Manager to act as key liaison and interface with the XGS project manager. All decisions affecting scope, schedule, or cost of this project will be initiated by these two resources working together. To supply library staff for training on the new integration project. This training will occur in each branch at the time of installation. Provide all network drops and electrical power for all devices provided in this contract per device specifications. Provide Xerox personnel with adequate work space (including phones and network drops) for use during the implementation phase of this project. This space should allow for setup, configuration, and testing of all devices included in this project. Provide building access, as needed, during Customer Library hours and as scheduled in advance Carlsbad must supply the local LMS resource to assist in configuration XGS will have to work with a Carlsbad resource if there are any Sirsi related questions or problems. Carlsbad is responsible to maintain the user accounts and ensure that all data used to authenticate is valid. Carlsbad is responsible for any licensing or other costs associated with the SIP2 interface within the Sirsi System. Propem of XEROX CORPORATION. Usage restricted only to this pmject and may not be distributed. Page25of51 SOW Template v. 1 082803 XEROX GLOBAL SERVICES 8 Project Assumptions, and Risks 8.1 Project Assumptions 8 Network The network is stable and remains operational during the implementation and installation of the Pharos software. Communication between servers, clients and printers is possible at all times. TCP/IP is the primary network protocol used. An IP address and subnet scheme already exists which the Pharos components can utilize. Data received and transmitted from the network interface does not currently or is not likely to exceed the limitations of the network interface for any of the Pharos installed machines. The interface has access to the SQL Server at all times. . Operating Systems Pharos software is being installed only on operating systems that are currently supported by the version of Pharos software being installed. 8 Servers The server installed as the primary Pharos server is operational at all times. The primary Pharos server has a stable operating system loaded. Any servers installed as a Pharos Uniprint8 Print and/or Popup server are operational at all times. The Pharos Uniprint8 Print and/or Popup server has a stable operating system loaded. It is the responsibility of the Customer to insure that Pharos server software is secured such that the software cannot be removed, disabled, bypassed or manipulated. . Pharos Stations Pharos Stations are dedicated PCs that are operational at all times. Pharos Stations have a stable operating system loaded. It is the responsibility of Customer to insure that Pharos Stations are secured such that the software cannot be removed, disabled, bypassed or manipulated. Pharos Stations should be configured so that the Pharos Station software is the only application available for use by a userlpatron. Print Release Stations and Sign-up Stations should be configured so that the Pharos software is the only application available for use by a userlpatron. It is recommended that the client follow the Pharos Help documentation for recommended security measures. 8 Printers, Print Drivers, and Printer Ports Print drivers being utilized by servers and workstations conform to one of the following standards: Page 26 of 51 SOW Template v.1082803 Propetty of XEROX CORPORATION. Usage restricted on& to this project and may not be distributed. XEROX GLOBAL SERVICES . PCL 1, 2, 3, 4, 5, PCLXL (PCL 6), HPGL, HPGL/2 . Postscript 1, 2, 3 Transmission of the print data to printers is handled by the operating system. Proprietary print monitors and ports do not disrupt the normal operating system printing process. . Domains and Security It is assumed that Pharos Servers are placed into an already existing domain or are the PDC/BDC for their own domain. Domain, network and PC security is the responsibility of Customer during and after installation. This includes the primary Pharos server, Pharos Print and Popup servers, and the Pharos Station. Installation of any Pharos software components can take place with the sites existing security setup. 8.2 Project Risks . Schedule: the successful completion of this project on schedule will require effective interaction between Carlsbad, XGS Inc., Xerox Corporation and Pharos. Breakdowns in these communication channels will affect the schedule. . Scope: It will be the joint responsibility of the XGS Inc. project manager and Carlsbad project manager to 1 ) keep the project within the scope of this SOW or 2) document changes in scope via the published “Project Change Request” method noted in this SOW. Pmp~ ofX€ROX COR~ORATION. Usage mstricted on/y to this project and may not be distributed. Page 21 of 51 SOW Template v.1082803 XEROX GLOBAL SERVICES 9 Proiect Schedule A formal Project Plan reflecting dates, time-lines, and milestones will be completed and presented to Carlsbad for approval following contract signature and before project kick-off. Page 28 of 5 I SOW Template v. I 082803 Propee of XEROX CORPORATION. Usage restricted only to this project and may not be distributed. XEROX GLOBAL SERVICES 10 Project Change Request 0 During the engagement, if Xerox discovers information that would change the scope of the project, as defined in the agreed-to Statement of work, a Project Change Request (PCR) will be introduced for approval. The PCR will identify revised tasks along with an adjusted price associated with the required change. 0 A Project Change Request form (PCR) will be the vehicle for communicating change to the SOW. The PCR will describe the change; the rationale for the change, and the effect the change will have on the project timeline/budget/technology/quality. 0 The designated customer or Xerox representative will review the proposed change and determine whether to submit the request to the other party. 0 Both entities will review the proposed change and will a) approve, b) reject, or c) approve for further investigation. A Written Change Authorization (PCR) must be signed by both parties to authorize implementation of the investigated changes. Page 29 of 51 SOW Template v.1082803 Property ofXEROX CORPORATION. Usage restricted only to this project and may not be distributed. XEROX, Exhibit D Agreement # 7021979-001 Services Defined as of: July 1,2005 Service(s) Provided: Administrative & Account Management Services Service Component Work Process Descriptions Equipment Tracking Xerox Managed Services maintains an equipment listing with each devices' model number, serial number and location for all the equipment managed under this contract. Machine Move Coordination Xerox may coordinate equipment relocations for equipment managed by Xerox Services under this agreement. Client will be responsible for any applicable move costs incurred for client requested and approved equipment moves. Supplies Management Support Xerox coordinates the inventory and reorder of client replaceable supplies at client agreed-upon locations. Key Operator Support Xerox replenishes client replaceable supplies and provides light output device maintenance (key-op) at client agreed-upon locations and schedules. (e.g. clean device exterior and clear jams). Meter Read Services Xerox gathers and submits meter reads monthly to the individual or vendor responsible for entering meter read data into the billing process. Xerox delivers the meter read report to client specified contacts and client specified vendors. Service Configuration Parameters Xerox will maintain an up to date listing of equipment and provide to Client on a quarterly basis. Xerox will support moves throughout the Carlsbad Library system utilizing VIA Xerox equipment relocation services. Xerox provides supplies management support for up to 44 devices At the following locations: Dove, Cole and Centro Xerox provides key-op support for up to 44 devices. At the following locations: Dove, Cole and Centro Per the following schedule/fiequency: weekly Xerox provides meter-reading services for up to 10 devices. (Card readers and software do not require meter readings). Locations where Xerox physically reads meters: Dove, Cole and Centro Service Market Code' AAS- 201 AAS- 202 AAS- 204 SM-501 CE-207 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 31~ parties. The Service Market Code is for Xerox internal use purposes only. 1 Form # 52523 (1 /2005) 1 Statement of Work - Administrative and Account Management XEROX, Agreement # 7021979-001 ~~~ Service Component Work Process Descriptions Reporting Reporting provides client print volume and usage trends. Reporting may be customized to meet new client requirements if mutually agreed upon by both parties. Account Review Xerox holds operations reviews with the client to: 1. Review reporting results, services performance against objectives, outstanding issues, and other agreed-upon agenda items. 2. Review opportunities for improvement. Customer Satisfaction Survey The client will receive regular customer satisfaction surveys. Surveys are used to measure equipment, personnel, and managed services satisfaction. Services Defined as of: JI Service Configuration Parameters The Xerox Field Manager, Managed Services on a quarterly basis, will provide client reporting. The Field Manager, Managed Services will develop and document a reporting communication schedule with the key customer account contact. Account reviews will be scheduled and conducted with the client by the Field Manager, Managed Services on a semiannual basis. Quarterly reports provided to show copies versus prints. Xerox Services administers customer satisfaction surveys via a 3rd Party on an annual basis. r 1,2005 Service Market Code' AAS- 601 CE-604 AAS- 700 Requests for services above these contracted service levels will be subject to equipmenthesource 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. Form # 52523 (1/2005) 2 Statement of Work - Administrative and Account Management L)Y XEROX, Agreement ## 7021979-001 Management Services Services Defined as of: July 1,2005 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 developmentlperformance 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 Service 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 equipmenthesource availability. This document is proprietary and, as such, is to be treated as Xerox Confidential Information, not to be shared with 3rd parties. Form # 52523 (1/2005) 3 Statement of Work - Administrative and Account Management 49 XEROX- Agreement # 7021979-001 Services Defined as of: July 1,2005 Standards of Performance 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 (“SOF”’) 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 I Measurement Administrative Service 1 95% achievement Timeliness of administrative service timeliness Description The Account Associate will perform the scheduled administrative service (equipment visit, meter reads, etc.) as agreed to with the client. Calculation The measurement for Administrative Service Timeliness is calculated by dividing the total number of scheduled administrative service visits completed on time by the total number of administrative service visits required during each month. END OFSTATEMENT OF WORK FOR ADMINISTRATIVE & ACCOUNTMANAGEMENTSERVICES Requests for services above these contracted service levels will be subject to equipmenth-esource availability. This document is proprietary and, as such, is to be treated as Xerox Confidential Information, not to be shared with 31d parties. Form # 52523 (1/2005) 4 Statement of Work - Administrative and Account Management 50 XEROXF Exhibit E Agreement # 7021979-001 Service(s) Provided: DocuCare Break/Fix Servil Service Component Work Process Descriptions Client Problem Resolution A single point of contact is provided for customers to request assistance or service to enhance equipment uptime. DocuCare Preventative Maintenance DocuCare complements the standard equipment break/fix service by providing preventative maintenance services to improve equipment uptime and maintain equipment performance. DocuCare is available only for selected Xerox 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 certified Account Associates will: 1. Develop and implement a preventative maintenance schedule for equipment covered by this agreement. 2. Help identify potential equipment service problems before they arise. 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. Service Configuration Parameters The Xerox Account Associate is available on call to provide contracted services to the client on the following days of the week: Monday - Friday For up to 10 hours per week, During standard hours of 8:OO AM to 5:OO PM (except standard Xerox and client holidays.) Xerox will provide backup to ensure uninterrupted access to an Associate in the event that the assigned Associate is on vacation or not available. DocuCare Services are provided for the following product families: WC24, DC430, Digibk, 6250N, 4500N, vend units, release stations, reservation stations, bar code scanners, queue monitors, receipt printers, card readers, servers and software. Maximum distance between machines serviced under DocuCare under this agreement is 20 miles. Machines serviced under DocuCare are in the following locations: Dove, Cole and Centro Service Market Code' BF- 104 BF-220 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 # 52520 (212004) Statement of Work DocuCare BreaWFix Service SI XEROX, Agreement # 7021979-001 Service Component Work Process Descriptions DocuCare Equipment Service DocuCare compliments the standard equipment breaWfix service by providingfirst responder services to improve equipment uptime and maintain equipment performance. DocuCare Service is incremental to the standard Xerox equipment maintenance agreement for breaWfix service. DocuCare is available only for selected Xerox 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. The Xerox DocuCare Account Associate serves as the initial point of contact to receive and troubleshoot equipment service calls. DocuCare certified Account Associates will: 1. 2. 3. 4. 5. 6. 7. 8. 9. Understand common machine fault codes and correct them. Diagnose and correct common image quality problems. Replace major components in the print engine, fusing subsystem, and paper handling areas of copiers and printers. Maintain contracted customer uptime. The DocuCare Account Associate will maintain a copier/printer service call log for all machines covered by this agreement. Promote service technician call avoidance, including use of eService web-based tools that provide self-help, how-to information, 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. 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. Upon completion of a service request, the customer is informed of the resolution to the problem. The DocuCare Account Associate will clean equipment and distribute customer inventoried supply items to equipment locations supported under this agreement. Other Carlsbad Libraries will provide the following: Use of a phone and a secure storage drawer or cabinet to put backup software and disks An MIS primary contact and/or library staff dependant on issue Network ports for servers, printers and release stations Services Defined as of: July 1,201 Service Confiauration Parameters Decentralized equipment covered by this agreement will be cleaned and restocked with paper, consumable supplies, vend cards, etc. every week. Docucare associate will communicate with Library staff on status of service issues. Requests for services above these contracted service levels will be subject to equipmentlresource availability. This document is proprietary and, as such, is to be treated as Xerox Confidential Information, not to be shared with 3rd parties. Form # 52520 (2/2004) 2 Statement of Work DocuCare BreaWFix Service Service Market Code’ BF-201 BF-A1 XEROXr Agreement # 7021979-001 Management Services Services Defined as of: July 1,2005 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 Service 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 equipmenthesource availability. This document is proprietary and, as such, is to be treated as Xerox Confidential Information, not to be shared with 3rd parties. Form # 52520 (2/2004) 3 Statement of Work DocuCare BreaWFix Service XEROXs Agreement # 7021979-001 Standards of Performance Services Defined as of: July 1,2005 Definitions: 1. 2. 3. 4. 5. 6. 7. a. 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. 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. 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 printskopies) during the month and such inoperability is not due to misuse, fire, or using the Equipment in a manner other than was intended. Downtime Calculation: Downtime is calculated from the point in time when Xerox receives the service request for Equipment that cannot make printskopies 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 printskopies and maintenance service rendered due to user misuse. Target Response Time: A standard response time for a particular product, which is determined by the Xerox Service Organization. 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 Contracted Period of Coverage hours shall mean 8:OO am to 5:OO pm local time Monday through Friday (except Xerox celebrated holidays). Product Family: Equipment classification based upon standardization volume segments (Le. 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 6 180’s and twenty DC440’s would need a response time for the 61 80 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 address the situation. This SOW (and its SOP) applies to DocuCare Services only. Any other Service provided under this Agreement must be reflected in a separate SOW. 2. Reporting: 1. Xerox will provide a quarterly report for Equipment Uptime. 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. Form # 52520 (2/2004) 4 Statement of Work DocuCare BreaWFix Service XEROX? Agreement ## 7021979-001 Perfoiiance Criteria Equipment Uptime (“Availability Hours”) Measurement 95% Three Month Rolling Average Uptime Description The three month rolling average percentage that the equipment is available for use within the Contracted Period of Coverage. Services Defined as of: July 1,2005 Calculation The measurement for Equipment Uptime is calculated by dividing the (Availability Hours - Equipment Downtime) by the Availability Hours. Eauipment Downtime is the Total Service Response Time plus Machine-Repair Time (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 prints or copies) condition. Machine-Repair Time is the time it takes the technician to repair the machine to be operational. Availabilitv 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. - 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 BREAUFIX SERVICE Requests for services above these contracted service levels will be subject to equipmenthesource availability. This document is proprietary and, as such, is to be treated as Xerox Confidential Information, not to be shared with 3rd parties. Form # 52520 (212004) 5 Statement of Work OocuCare Break/Fix Service All Receive-Agenda Item # From: Heather Pizzuto To : Lisa Hildabrand Date: 09/26/2005 3:15:48 PM Subject: Subsidizing of copy/print services For the Information of the: The Council elected in 2001 to partially subsidize copy and print services. The cost of providing print and copy services exceeds the projected revenue because these services are costly to provide in a non-commercial environment like the Library at a price that's reasonable for customers to pay. These services are in high demand by the community. They make it possible for the Library to maximize collections by providing access for many patrons at once to online sources instead of print sources, and to enable patrons to copy highly expensive non-circulating reference materials. The alternatives would be: 1 ) recoup the full cost of those services which would far exceed the pricing of copy/print shops like Kinka's, making patrons unlikely to use them at all; or 2) compromise on the quality of the copy and print services, which would result in negative customer experiences. This would also impact staff time, dealing with customer concerns about the quality of these services. Please let me know if this doesn't completely address the Council members' questions. Thanks. I CITY OF CARLSBAD CITY CLERKS OFFICE I