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.
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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.
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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.
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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
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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.
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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.
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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
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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:
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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
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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
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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
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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
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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
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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.
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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
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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
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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
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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
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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.
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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.
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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
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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
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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
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XEROX GLOBAL SERVICES
Proposed Configuration:
See attached configuration table in Exhibit B.
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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.
.
. .
.
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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.
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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.
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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:
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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.
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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.
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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.
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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