Loading...
HomeMy WebLinkAboutResolution - 2016-R0149 - Xerox Lease Agreement - 04_28_2016Resolution No. 2016-RO 149 Item No. 6.29 April 28, 2016 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a Lease Agreement by and between the City of Lubbock and Xerox of Dallas, Texas, and related documents. Said Lease Agreement is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on April 28, 2016 ATTEST: - , ow GLEN C. OBERTSON, MAYOR P '? P 'P '-, ' J0 Reb cca Garza, City Secretary 0 APPROVED AS TO CONTENT: City Manager APPROVED AS TO FORM: rtchell Satterwhite, First Assistant City Attorney RES.Agrmt-Xerox Corporation -Lease 4.5.16 Resolution No. 2016-RO149 TCPN - EPA R150302 Cuswmer. LUBBOCK, CITY OF 8i;ITo. CITY OF LUBBOCK Install: CITY OF LUBBOCK 1625 13TH ST RM LOS LUBBOCK, TX 794014A01 1625 13TH ST LUBBOCK, TX 79401•CC01 Tax 10C 75 Stale or Local Government 7Sp eition . 4 _ _. Produci`Uescrlpltolt Agreement+In nrmatro. xerox -® Contract 12828 Trade InlnrmpUon I Requested Install t?ste 1. V808 (VERSANT 80 PRESS( Convenience Stapler Lease Term: 36 months Xerox X70OX SIN MAV779895 512112016 Interface Module Purchase Option: FMV Trade -In as of Payment 57 j V80 2 Tray Adv Ohcf • 8mi W213 Hp Slp1 CIz Folder 2_ V84FFPS (FFPS FOR V80) Ffps Stand + Spectra Lease Term: 36 months Xerox X70FFPS SIN TAM623628 5/21/2016 Customer Ed Purchase Option: FMV Trade•In as of Payment 59 i Analyst Services 3. V80B (VERSANT 60 PRESS( • Versant Bab Oct Lease Term: 36 months Xerox X70OX SIN MAV779681 5/21/2016 Purchase Option: FMV Trade -In as of Payment 59 4. V80FFPS (FFPS FOR V80) - Ffps Stand + Spectro Lease Term: 36 months Xerox X70FFPS SIN TAM623E47 5/21/2016 Custorr,er Ed Purchase Option: FMV Trade -In as of Payment 59 Analyst Services CITY OF 1. L' BBO CK, _rX: Thank You for pff business! This Agreement is proudly presented by Xerox and Sandra Henley l�t Glen C. )ertson, nnr (806)744-8744 �� For information cn your Xerox Account, go to Al -VEST: Fx vx._tStr r,:Acaaun'_41ar�rw rr :bcc{i'a arz:r. C•i[}' Secrctarc � - y ------ — -- WS N79482 031.101610,31:19 Confidential • Copyright'O coos XEROX CORPORATION. All rights reserved, Page 1 0 4 7 2 1 4 6 0 1 0 0 1 0 0 6 0 Lease Agreement Monthly Pricing Print Charges MaintenancePlan Features .. �'�"�712: - Consumable Supplies Included for all prints 1. V80B Color All Prints S0.0475 - Pricino Fixed far Term V Black All Prints $0.0107 3: Color LG All Prints , S0.0054 2. VSOFFPS $893.14 h A WA TWA Full Service Maintenance Included Pricing Fixed for Term 3. V80B S979.91 1: Color All Prints $0.0475 Consumable Supplies Included for all prints Pricing Fixed for Term 2: Black All Prints $0.0107 3: Color LG All Prints $0.0054 4. V80FFPS S893.14 N A NM NA Full Service Maintenance Included Pricing Fixed for Term Total S4,556.39 Minimum Payments (Excluding Applicable Taxes) The parties agree to the terms of Attachment A and B attached hereto and incorporated herein by reference. IN WITNESS WHEREOF, this A(Treenteni is executed as of , 2016 the Effective Date. CITY OF LU OCIC TX: Glen C. Robertson, Mayor ATFGST: Rebec t arza. City Secretary r A P)VED AS TO CONTENT: Marta Alvarez, Di#tor of Purchasin4g and Contract Management A "R C TO R� Mi{'ch Sattenvhiil, First Assistant City Attorney CONTRAC R: Xerox Title N79482 03131'201610:31:19 Confidential - Copyrightd 2008 XEROX CORPORATION. All rights reserved. 4 7 2 1 4 6 0 1 0 0 2 0 0 6 0 Page 2 of 6 ' I ) 0 xerax INTRODUCTION: 1. TOTAL SATISFACTION GUARANTEE. If you are not totally satisfied with any Xerox -brand Equipment delivered under this Agreement, Xerox will. at your request. replace it without charge with an identical model or, at Xerox's option, with Xerox Equipment with comparable features and capabilities. This Guarantee applies only to Xerox -brand Equipment that has been continuously maintained by Xerox under this Agreement or a Xerox maintenance agreement. For "Previously Instalied" Equipment. this Guarantee will be effective for 1 year after installation. For all other Equipment, this Guarantee will be effective for 3 years after installation unless the Equipment is being financed under this Agreement for more than 3 years. in which event it will expire at the end of the initial Term of this Agreement. GOVERNMENTTERMS: 2. REPRESENTATIONS & WARRANTIES. This provision is applicable to governril entities only. You represent and v.arranl, as of the dale of this Agreement. that: (1) you are a State or a fully constituted political subdivision or agency of the State in which you are iocated and are authorized to enter into, and carry out, your obligations under finis Agreement and any other documents required to be delivered in connection with this Agreement (collectively, the 'Documents"): (2) the Documents have been duly authorized. executed and delivered by you in accordance with all applicable laws, rules. ordinances and regulations (including all applicable lases governing open meetings, public bidding and appropriations required in connection with this Agreement and the acquisition of the Products) and are valid, legal, binding agreements. enforceable in accordance with their terms: (3) the person(s) signing the Documents have the authority to do so. are acting with the full authorization of your governing body and hold the offices indicated below their signatures. each of which are genuine; (4) the Products are essential to the immediate performance of a governmental or proprietary function by you within the scope of your authority and will be used during the Term only by you and only to perform such function: and (5) your payment obligations under this Agreement constitute a current expense and not a debt under applicable state law and no provision of this Agreement conslilutes a pledge of your tax or general revenues, and any provision that is so construed by a court of competent jurisdiction is void from the inception of this Agreement 3. FUNDING. This provision is applicable to governmental entities only. You represent and warrant that all payments due and to become due during your current fiscal year are within the fiscal budget of such year and are included within an unrestricted and unencumbered appropriation currently available for the Products, and it is your intent to use the Products for the entire term of this Agreement and make all payments required under this Agreement. If your legislative body does not appropriate funds for the continuation of this Agreement ter any fiscal year after the fir' fiscal year and has no funds to do so from other sources. this Agreement may be terminated. To effect this termination. you must, at least 30 days prior to the beginning of the fiscal year for which your legislative body does not appropriate funds, notify Xerox in writing that your legislative body failed to appropriate funds. Your notice must be accompanied by payment of all sums then owed through the currant fiscal year under this Agreement. You will return the Equipment, al your expense. to a location designated by Xerox and, when returned, the Equipment will be to in good condition and free of all liens and encumbrances. You will then be released from any further payment obligations beyond those payments due for the current fiscal year (with Xerox retaining all sums paid to date). SOLUTIONISERVICES: 4. PRODUCTS. "Products' means the equipment ("Equipment'). Software and supplies identified in this Agreement. You agree the Products are for your business use (nol resale) in the United Slates and its territories and possessions ('U S.') and will not be used for personal. household or family purposes. 5, CONSUMABLE SUPPLIES. Consumable Supplies vary depending upon the Equipment model. If 'Consumable Supplies' is identified in tvlaintenance Plan features. Consumable Supplies include: (i) for black and white Equipment. standard black toner and'or dry ink, black developer. Copy Cartridges. and, if applicable, fuser agent required to make impressions; (ii) for full color Equipment. the items in (i) plus standard cyan, magenta. and yellow toner and dry inks (and their associated developers); and. (iii) for Equipment identified as'Phaser', only, if applicable, black seiid ink, color solid ink, imaging units, waste cartridges, transfer roils, transfer belts, transfer units. belt cleaner, maintenance kits print Cartridges, drum Cartridges, waste trays and cleaning kits. Unless otherwise set forth herein, Consumable Supplies exclude paper and staples. Xerox may charge a shipping and handling fee for Consumable Supplies. `Consumable Supplies are Xerox's property until used by you, and you will use them only with the Equipment for which 'Consumable Supplies' is identified in Maintenance Plan Features. If Consumables Supplies are furnished vMh recycling information, Customer will return the used item to Xerox for remanufacturing. Shipping information is available at Xerox com'GWA. Upon expiration of this Agreement, Customer will include any unused Consumable Supplies with the Equipment for return 10 Xerox at the time of removal. if your use of Consumable Supplies exceeds Xerox's published yield by more than 109., Xerox will notfy you of such excess usage It such excess usage does not cease within 30 days after such notice, Xerox may charge you for such excess usage. Upon request. you will provide current meter reads andror an inventory of Consumable Supplies in your possession. 6. CARTRIDGES, If Xerox is providing Maintenance Services for Equipment utilizing cartridges designated by Xerox as customer replaceable units, including copy -print cartridges and xerographic modules or fuser modules ("Cartridges"), you agree to use only unmodified Cartridges purchased directly from Xerox or its authorized resellers in the U.S. Cartridges packed with Equipment and replacement Cartridges may be new, remanufactured or reprocessed, Remanufaclured and reprocessed Cartridges meet Xerox's new Cartridge performance standards and contain new or reprocessed components. To enhance print quality. Cahridge(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. 7. MAINTENANCE SERVICES. Except for Equipment identified as "No Svc.', Xerox (or a designated servicer) will` keep the Equipment in good working order ('Mainenance Services'). The provision of Maintenance Services is contingent upon Customer facilitating timely and efticiel resolution of Equipment issues by: (a) utilizing Customer - implemented remedies provided by Xerox; (b) replacing Cartridges and (c) providing information to and implementing recemmendat,ons provided by Xerox telephone support personnel. If an Equipment issue is not resolved after completion of (a) through (c) above, Xerox will provide on -site support as provided herein. Maintenance Services will be provided during Xerox's standard working hour in areas open for repair service for the Equipment. Maintenance Services excludes repairs due to: (i) misuse, neglect or abuse; (ii) failure of the installation site or the PC or workstation used with the Equipment to comply with Xerox's published specifications; (iii) use of options, accessories or products not serviced by Xerox; (iv) non -Xerox alterations. relocation, service or supplies; or (v) failure to perform operator maintenance procedures identified in operator manuals. Replacement parts may be new, reprocessed or recovered and all replaced parts become Xerox's property. Xerox will. as your exclusive remedy for Xerox's failure to provide Maintenance Services. replace the Equipment with an identical model or, at Xerox's option, another model with comparable features and capabilities. There will be no additional charge for the replacement Equipment during the remainder of the initial Term. If meter reads are a component of your Maintenance Plan, you will provide them using the method and frequency identified by Xerox. If you do not provide a meter reading for Equipment not capable of Remote Data Access, or if Remote Data Access is interrupted, Xerox may estimate the reading and bill you accordingly. 8. EQUIPMENT STATUS. Unless you are acquiring "Previously Installed' Equipment, Equipment will he (1) "Newly Manufactured', which may contain some reconditioned components; (2) "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 new and reconditioned components or (3) 'Ramanufactured', which has been factory produced following disassembly to a Xerox predetermined standard and contains nevr and reconditioned components. 9. SOFTWARE LICENSE. Xerox grants you a non-exclusive, non -transferable license to use in the U.S.: (a) seftvrare and accompanying documentation provided with Xerox - brand Equipment ('Base Software" ) only with the Xerox -brand Equipment with which it vras deliverad: and (b) software and accompanying documentation identified in this Agreement as 'Application Software' only on any single unit of equipment for as tong as you are current in the payment of all applicable software license fees. 'Base Software" and 'Application Sothriare" are referred to collectively as "Softnara'. You have no other rights and may not: (1) distribute, copy.. modify, create derivatives of, decompile, or reverse engineer Software: (2) activate Software delivered with the Equipment in an inactivated state: or (3) allow others to engage in same. Title to, and all intellectual property rights in, Software will reside solely with Xerox and:or its licensors (who will be considered third -party beneficiaries of this Section). Software may contain code capable of automatically disabling the Equipment. Disabling code WS N79482 03+31,201610:31:19 Confidential - Copyright3 2008 XEROX CORPORATION. All rights reserved. Page 3 of 6 0 4 7 2 1 4 6 0 1 0 0 3 0 0 6 1 may be activated if. (x) Xerox is denied access to periodically reset such code; (y) you are notified of a default under this Agreement; or (z) your license is terminated or expires. The Base Softa�are license will terminate; (i) if you no longer use or possess the Equipment: (ii) you are a lessor of the Equipment and your first lessee no longer uses or possesses it; or (ill) upon the expiration or termination of this Agreement. unless you have exercised your option to purchase the equipment. Neither Xerox nor its licensors warrant that Software will be free from errors or that its operation will be uninterrupted The foregoing terms do not apply to Diagnostic Software or to softwareldocumentation accompanied by a cl;ckwrap or shrinkwrap license agreement or otherwise made subject to a separate license agreement. 19. SOFTWARE SUPPORT. Xerox (or a designated servicer) v+itl provide the software support set forth beloi% ('Software Suppgrt'i. For Base Software. Solt•Aar Support Will be provided during the (nitial Term and any renewal period but in no event longer than 5 years after Xerox stops taking customer orders for the subject model of Equipment For Application Software, Software Support will be provided as long as you are current in the payment of all applicable software license and support fees. Xerox will maintain a web -based or toll -free hotline during Xerox's standard corking hours to report Softwar_ problems and answer Software -related questions Xerox, either directly or with its vendors, will make reasonable efforts to: (a) assure that Software performs in material conlormity with its user documentation: (b) provide available workarounds or patches to resolve Software performance problems; and (c) resolve coding errors for (i) the current Release and (ii) the previous Release for a period of 6 months after the current Release is made available to you. Xerox will not be required to provide Software Support it you have modlfied the Software. Ne`:: releases of Software that primarily incorporate compliance updates and coding error fixes are designated as "Maintenance Releases" or "Updates'. Maintenance Releases or Updates that Xerox may make available will be provided at no charge and must be implemented within six months. New releases of Software that include nevi content or functionality ('Feature Releases') will be subject to additional license fees at Xerox's fhen-current pricing. Mainlenance Releases. Updates and Feature Releases are collectively referred to as "Releases'. Each Release will be considered Sott;iare governed by the Software License and Software Support provisions of this Agreement (unless otherwise noted). Implementation of a Release may require you to procure, at your expense. additionai hardware andor software from Xerox or another entity. Upon installation of a Release, you will return or destroy all prior Releases. 11. DIAGNOSTIC SOFTWARE. Software used to evaluate or maintain the Equipment ('Diagnostic Software') is included with the Equipment. Diagnostic Sof&vare is a valuable trade secret of Xerox. Title 10 Diagnostic Software will remain with Xerox or its licensors. Xerox does not grant you any right to use Diagnostic Software, and you will not access, use, reproduce, distribute or disclose Diagnostic Software for any purpose (or allow third parties to do so). You will allow Xerox reasonable access to the Equipment to remove or disable Diagnostic Software if you are no longer receiving Maintenance Services from Xerox, provided that any on -site access to your facility will be during your normal business hours 12, FREEFLOW LICENSE. The following terms apply to Xerox FreeFlo, Print ServerT11iDocuSF10 software included in Base Software ("FreeFlow Base Software') and,or Application Software identified as Xerox FreeFlow software (including. but not limited to, FreeFlow fviakeready0 and FraeFlow Process Manager"') (collectively, 'FreeFlow Application Software'). and are additive to and supplement those found elsewhere in the Agreement. FreeFlow Base Software and FreeFlow Application Software are collectively referred to as 'FreeFlow Software." 1. FreeFlow Software may include and.or incorporate font programs ("Font Programs') and other software provided by Adobe Systems incorporated ('Adobe Soft -ware"). You may embed copies of the Font Programs into your electronic documents for the purpose of printing and viewing the document. You are responsible for ensuring that you have the right and are authorized by any necessary third parties 10 embed any Font Programs in electronic documents created with the FiaeFlowr Application Software, If the Font Programs are identified as 'licensed for editable embedding' at www.adobe.cam;type:browserliegaVembeddingeula, you may also embed copies of those Font Programs for the additional purpose of editing your electronic documents. No other embedding rights are implied or permitted under this license. 2. You will not, without the prior written consent of Xerox and its licensors (a) alter the digital configuration of the FreeFlow Software, or solicit others to cause the same, so as to change the visual appearance of any of the FreeFlowi Software output: (b) use the FreeFlow Software in any way that is not authorized by the Agreement; (c) use the embedded code within the FreeFlow Software outside of the Equipment on which it was installed or in a stand-alone. time-share or service bureau model: (d) disclose the results of any performance or benchmark tests of the FreeFlow Software; (a) use the FraeFlow Software ter any purpose other than to carry out the purposes of the Agreement; or (ij disclose or otherwise permit any other person or entity access to the object code of the FreeFlow Software. 3. FreeFlow Process Manager contains Oracle Database Express Edilion database software and documentation licensed from Oracle America, Inc ('Oracle'). Oracle grants you a nonexclusive, nontransferable limited license to use Database Express Edition for purposes of devolopina, protolyping and running your applications for your own internal data processing operations. Database Express Edition may be installed on a mull CPU s=rv_r. but may only be executed on one processor in any server. Upon not less than 45 days prior VTilten notice. Xerox and or its licensors may. at their expense, directly or through an independent auditor, audit your use of FreeFlow Process Manager and all relevant records not more than once annually. Any such audit will be conducted at a mutually aereed location and wit not unreasonably interfere with your business activities. 4. The Copyright Management feature of FreeFlow, Makeready ("FFCM') contains the Copyright Clearance Center, Inc. ('CCC') copyright licensing services feature gf FFCM ("CCC Service"). You will comply with any applicable terms and conditions contained on the CCC website.. wi vr.copyrighl.com, and any other rights holder terms goveming use of materials, which are accessible in FFCM. If CCC terminates Xerox s fight to offer access to the CCC Service through FFCM. Xerox may, upon written notice and without any liability to you, terminate your right to access the CCC Service through FFCM, THE CCC SERVICE IS PROVIDED 'AS IS,' WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED. XEROX DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE Ifv1PLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE You will defend and indemnify Xerox from any and all losses, claims damages, fines. penalties, interest, costs and expenses, including reasonable aftomey fees, arising from or relating to your use of the CCC Service. 5. If you install FreeFlow Application Software on a computer that you supply, the following terms apply: (a) Xerox will only be obligated to support FreeFlow Application Software if it is installed on hardware and software meeting Xerox s published specifications (collectively "Workstation'): (d) IF YOU USE FREEFLOW APPLICATION SOFTWARE WITH ANY HARDWARE OR SOFTWARE OTHER THAN A WORKSTATION. ALL REPRESENTATIONS AND WARRANTIES ACCOMPANYING SUCH FREEFLOW APPLICATION SOFTWARE WILL BE VOID AND ANY SUPPORT?h1AINTENANCE YOU CONTRACT FOR IN CONNECTION WITH SUCH FREEFLOW APPLICATION SOFTWARE WILL BE VOIDABLE AND,'OR SUEJECT TO ADDITIONAL CHARGES; and (c) you are solely responsible for; (i) the acquisition and support. including any and all associated costs, charges and other fees, of any Workstation you supply; (ii) compliance with all terms governing such Workstation acquisition and support, including terms applicable to any non -Xerox software associated with such Workstation: and (iii) ensuring that such Workstation meets Xerox s published specifications. 6. The following terms apply to FreeFlow Software licensed to U.S. government customers: a. Java technology contained in Freertow Software is subject to: (i) FAR 52.227- 14(g)(2) and FAR 52,227-19; and (ii) if licensed to the U.S. Department of Defense (`DOD"). DFARS 2S2.227-7015(b) and DFARS 227.7202.3(a). b. Adobe Software is a "commercial item,' as that term is defined at FAR 2.101, consisting of "commercial computer software' and "commercial computer software documentation" as such terms are used in FAR 12.212. and is licensed to civilian agencies consistent with the policy set forth in FAR 12.212. or to the DOD consistent with the policies set forth in DFARS 227.7202-1, c. Oracle Database Express Edition is 'commercial computer software' and is subject to the restrictions as set forth in the Rights in Technical Data and Computer Software Clauses in DFARS 252.227.7015 and FAR 52.227.19 as applicable. PRICING PLANIOFFERING SELECTED. 13. COMMENCEMENT & TERM. This Agreement is valid when accepted by Xerox. The Term for each unit of Equipment will commence upon: (i) the delivery of customer - installable Equipment: or (ii) the installation of Xerox -installable Equipment ("Commencement Date") and will continue for the number of full calendar months shown as 'Lease Term' on the face of this Agreement. Any partial month in the Term will be billed on a pro rate basis, based on a 30 day month. Unless either party WS N79482 03r'3112016 10:31 20 Confidential - Copyrighic 2008 XEROX CORPORATION. All rights reserved. Page 4 of 6 0 4 7 2 1 4 6 D I D 0 4 0 0 6 1 Lease Agireement,, xerox 1 TermsardC.,,.r-!� , provides notice of termination at !east thirty days before the expiration, of the initial Term, it will rene;v automatically on a morilh-to-month basis on the same terms and conditions. During this renewal period. either party may terminate the Equipment upon at least 30 days notice. Upon termination, you will make the Products available for removal by Xerox. At the time of removal, the Equipment will be in the same condition as when delivered (reasonable wear and tear excepted). 14. PAYMENT. Payment ('including applicable Taxes) is due within 30 days after the invoice date, with all charges being billed in arrears This Agreement will not be automatically renev,ed. 15. LATE CHARGE. II a payment is not reoeived by Xerox v.ithin 10 days after the du= date. Xerox may charge, and you %.ill pay, a late charge of 51� of the amount due Or S25, whichever is greater. 16. FIXED PRICING. If 'Pricing Fixed for Term' is identified In Maintenance Plan Features, the maintenance component of the Minimum Payment and Print Charges wilt not increase during the initial Term of this Agreement. 17. DELIVERY, REMOVAL & RELOCATION. Equipment prices include standard delivery charges and, for Xerox-ov;ned Equipment, standard removal charges. Charges for non-standard delivery or removal and for any Equipment relocation are your responsibility. Relocation of Xerox -owned Equipment must be arranged (or approved in advance) by Xerox and may not be to a location outside of the U.S. 10. TAXES. You will be responsible for all applicable taxes, fees or charges of any kind (including interest and penalties) assessed by any governmental entity on this Agreement or the amounts payable under this Agreement ('Taxes'), v+hich will be included in Xerox's invoice unless you timely provide proof of your fax exempt status. Taxes do not include personal property taxes in jurisd,cl'ons %.here Xerox is required to pay personal property taxes, and laxes on Xerox's income. This Agreement is a lease for all income tax purposes and you v.ill not claim any credit or deduction for depreciation of the Equipment. Or take any other action inconsistent vrith your role as lessee of the Equipment. 19. PURCHASE OPTION. If not in default, you may purchase the Equipment. 'AS fS. WHERE IS' and WITHOUT ANY WARRANTY AS TO CONDITION OR VALUE, at the end of the initial Term for the 'Purchase Option' indicated on the face of this Agreement (i.e., either a set dollar amount or the fair market value of the Equipment at the expiration of the initial Term), plus all applicable Taxes. 20. DEFAULT & REMEDIES. You will be in default under this Agreement if (1) Xerox does not receive any payment within 15 days after the dale it is due. or (2) you breach any other obligation in this or any other agreement with Xerox. If you default, Xerox may, in addition to its other remedies (including cessation of Mainlenarice Services), remove the Equipment at your expense and require immediate payment. as liquidated damages for loss cf bargain and not as a penalty, of: (a) all amounts then due. plus interest from the due date until paid at the rate of 1.5': per month: (b) the (Minimum Payments (less the Maintenance Services and Consumable Supplies components thereof, as reflected on Xerox's books and records) remaining in the Term, discounted at 410 per annum; (c) the applicable Purchase Option: and (d) all applicable Taxes. You will pay all reasonable costs, including attorneys' tees, incurred by Xerox to enforce this Agreement. If you make the Equipment available for removal by Xerox within 30 days alter notice of default. in the same condition as when delivered (reasonable wear and tear excepted), you will receive a credit for the fair market value of the Equipment as determined by Xerox. less any costs incurred by Xerox. 21. DATA SECURITY. Certain models of Equipment can be configured to include a variety of data security features. There may be an additional cost associated with certain data security features. The selection, suitability and use of data security features are solely Customer's responsibilily. Upon request, Xerox will provide additional information to Customer regarding the security features available for particular Equipment models. GENERAL TERMS & CONDITIONS: 22. NON -CANCELABLE AGREEMENT. THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED EXCEPT AS EXPRESSLY PROVIDED HEREIN. YOUR OBLIGATION TO MAKE ALL PAYMENTS, AND TO PAY ANY OTHER AMOUNTS DUE OR TO BECOME DUE, IS ABSOLUTE AND UNCONDITIONAL AND NOT SUBJECT TO DELAY, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM OR RECOUPMENT FOR ANY REASON WHATSOEVER, IRRESPECTIVE OF XEROX'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER. ANY CLAIM AGAINST XEROX MAY BE ASSERTED IN A SEPARATE ACTION AND SOLELY AGAINST XEROX. 3. REPRESENTATIONS. The individuals signing this Agreement are duty authorized to do so and all financial information you provide completely and accurately represents your financial condition. 24. LIMITATION OF LIABILITY. For claims arising out of or relating to this Agreement whether the claim alleges lorticus conduct (including negligence) or any other legal theory. but excepting liability under the indemnification obligations set forth in this Agreement Xerox will not be Rabe to you for any direct damages in excess of $10,000 or the amounts paid hereunder. whichever is greater, and neither party will be liable to the other for any special, indirect, incidental, consequential or punitive damages. Any action you fake against Xerox must be commenced within 2 years aflar the event that caused it. 25. CREDIT REPORTS. You authorize Xerox or its agent to obtain credit reports from commercial credit reporting agencies. 26. FORCE MAJEURE. Xerox will not be liable 1) you during any period in which its performance is delayed or prevented, in whole or in part, by a circumstance beyond its reasonable control. Xerox will notify you if such a circumstance occurs 27. PROTECTION OF XEROX'S RIGHTS. You authorize Xerox or its agent to file, by any permissible means: financing statements necessary to protect Xerox's rights as lessor of the Equipment. You will promptly notify Xerox of a change in ownership, or if you relocate your principal place of business or change the name of your business. 2B. WARRANTY DISCLAIMER. XEROX DISCLAIMS THE IMPLIED WARRANTIES OF NON -INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. This Agreement is a °hnanoe lease' under Article 2A of the Uniform Commercial Code and. except to the extent expressly provided herein. and as permitted by applicable law. you waive all of your rights and remedies as a lessee under Article 2A. 29. INTELLECTUAL PROPERTY INDEMNITY. Xerox %,ill defend. and pay any settlement agreed Da by Xerox or any final judgment for, any claim that a Xerox -brand Product infringes a third part js U.S. intellectual property rights. You will promptly notify Xerox of any a'leged infringement and permit Xerox to direct the defense. Xerox is not responsible for any non•Xerox litigation expenses or settlements unless it pre -approves them In writing To avoid infringement, Xerox may modify or substitute an equivalent Xerox -brand Product, refund the price paid for the Xerox -brand Product (foss the reasonable rental value for the period it was available to you), or obtain any necessary licenses. Xerox is rot liable for any infringement based upon a Xerox -brand Product being modified to your specifications or being used or sold with products not provided by Xerox. 30. TITLE & RISK OF LOSS AND INSURANCE. Until you exercise your Purchase Option: (a) title to Equipment will remain with Xerox; (b) Equipment will remain personal property: (c) you will not attach the Equipment as a fixture to any real estate; (d; you will not pledge. sublease_ or part with possession of it, or file or permit to be filed any lien against it: and, (e) you will not make any permanent alterations to it. Risk of loss passes to you upon delivery and remains with you until Xerox removes the Equipment. You will keep the Equipment insured against loss or damage and the potty will name Xerox as a loss payee ('Required Insurance"). You must provide Xerox or our agents, designees or assigns with satisfactory evidence of Required Insurance within 30 days of the commencement of this Agreement or any subsequent written request by Xerox or our agents, designees or assigns. IF YOU DO NOT PROVIDE SUCH EVIDENCE. THEN, IN LIEU OF OTHER REMEDIES FOR DEFAULT, XEROX, IN iTS DISCRETION AND AT ITS SOLE OPTION, MAY OBTAIN INSURANCE FROM AN INSURER OF ITS CHOOSING, IN SUCH FORMS AND AMOUNTS AS XEROX DEEMS REASONABLE TO PROTECT ITS INTERESTS (COLLECTIVELY 'EOUIPMENT (NSURANCE")_ EQUIPMENT INSURANCE WILL COVER THE EOUIPMENT AND XEROX; IT WILL NOT NAME YOU AS AN INSURED. MAY NOT COVER ALL OF YOUR OBLIGATIONS UNDER THIS AGREEMENT AND WILL BE SUBJECT TO CANCELLATION BY XEROX OR THE INSURER AT ANY TIME. YOU AGREE TO PAY XEROX PERIODIC CHARGES FOR SUCH EQUIPMENT INSURANCE (COLLECTIVELY 'INSURANCE CHARGES-) THAT INCLUDE AN INSURANCE PREMIUM THAT MAY BE HIGHER THAN fF YOU MAINTAINED THE REQUIRED INSURANCE SEPARATELY AND:OR BILLING AND PROCESSING FEES WHICH MAY GENERATE A PROFIT TO XEROX OR A THIRD PARTY. XEROX MAY ADD INSURANCE CHARGES TO EACH INVOICE. XEROX SHALL DISCONTINUE BILLING OR DEBITING INSURANCE CHARGES FOR EQUIPMENT INSURANCE UPON RECEIPT FROM YOU OF SATISFACTORY EVIDENCE OF REQUIRED INSURANCE. Neither loss nor damage to Equipment or Xerox's receipt of insurance proceeds relieve you of any of your remaining obligations under this Agreement. YOU AGREE (i) AT XEROX'S OPTION, TO ARBITRATE ANY DISPUTE WITH XEROX OR OUR AGENTS, DESIGNEES OR N79482 031311201610:31:20 Confidential - Copyright@ 2008 XEROX CORPORATION. Ai rights reserved. Page 5 of 6 4 7 2 1 4 6 0 1 0 D 5 0 0 6 1 )4'`fo)f ASS{GNS REGARDING THE EQUIPMENT INSURANCE AND'OR INSURANCE CHARGES UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN MONROE COUNTY, NY, (ii) ARBITRATION (NOT A COURT) IS THE EXCLUSIVE REMEDY FOR SUCH DISPUTES; AND (iii) CLASS ARBITRATION IS NOT PERMITTED. This arbitration requirement does not apply to any other provision of this Agreement. 31. ASSIGNMENT. Except for assignment by Xerox to a parent. subsidiary or affiliale of Xerox, or to securitize this Agreement as par, of a financing transaction {'Permitted Assignment'l• neither party will assign any of its rights or obligations under this Agreement without the prior written consent of the other party. In the event of a Permitted Assignment: (a) Xerox may, without your prior vxitten consent. rrel=ase to the proposed assignee information it has about you related to this Agreement; (b) the assignee will have all of the rights but none of the obligations of Xerox hereunder; (c) you will continue to look to Xerox for performance of Xerox's obligations, including the provision of Maintenance Services; (d) you valve and release the assignee from any claim relating to or arising from the performance of Xerox's obligations hereunder; (a) you shall not assert any defense, counterclaim or setoff you may have against an assignee: and (t) you will remit payments in accordance with instructions of the assignee. - 32. MISCELLANEOUS. Notices must be'm writing and:v!II be deemed given 5 days a`1er mailing, or 2 days after sending by nationally recognized overnight tourer. Notices will be sent to you at the 'Bill to" address identified in this Agreement, and to Xerox at the inquiry address set forth on your most recent invoice, or to such other address as either party may designate by written notice. You authorize Xerox or its agents to communicate with you by any electronic means (including cellular phone, email, automatic dialing and recorded messages) using any phone number (including cellular( or electronic address you provide to Xerox. This Agreement constitutes the entire agreement as to its subject matter, supersedes all prior oral and written agreements. and will be governed by the laws of the Slate of New York (without regard la conflict -of - law principles). In any action to enlorce this Agreement, the parties agree (a) to the jurisdiction and venue of the federal and state courts in Munroe County, Neer York, and (b) to waive their right to a jury trial If a court finds any term of this Agreement unenforceable. the remaining terms will ramain in effect. The failure by either party to exercise any right or remedy will not constitute a waiver of such right or remedy. Each party may retain a reproduction (e g., electronic image. photocopy. facsimile) of this Agreement which will be admissible in any action to enforce it, but only the Agreement held by Xerox will be considered an original. Xerox may accept this Agreement either by signature w by commencing performance Changes to this Agreement must be in writing and signed by both parties. Any terms on your ordering documents will be of no force or effect. Administrative and contract support functions hereunder may be performed, inside or outside the U.S.. by one or more of Xerox's subsidiarias or affiliates. The following four sentences control over every other part of this Agreement. Both parties will comply wilh applicable laws. Xerox will not charge or collect any amounts in excess of those allowed by applicable law. Any part of this Agreement that mould, but for the last four sentences of this Section. be read under any circumstances to aiiow for a charge higher than that allowed under any applicable legal limit, is modified by this Section to limit the amounts chargeabie under this Agreement to the maximum amount allowed under the legal limit If, in any circumstances, any amount in excess of that altov;ed by lag, is charged or received, any such charge will be deemed limited by the amount legally alloyed and any amount received by Xerox in excess of that legally allowed YAI be applied by Xerox to the payment of amounts legally owed under this Agreement. or refunded to you. 33, REMOTE SERVICES. Certain models et Equipment are supported and serviced using data that is automatically collected by Xerox or transmitted to or from Xerox by the Equipment connected to Customer's network ('Remote Data") via electronic transmission to a secure of -site location ('Remote Data Access"). Remote Data Access also enables Xerox to transmit to Customer Releases for Software and to remotefy diagnose and modify Equipment to repair and correct malfunctions, Examples of Remote Data include product registration, miter read. supply level, Equipment configuration and settings. sott:rare version, and prob'am'laull code data. Remote Data may be used by Xerox for billing report generation supplies replenishment. supper! services, recommending additional products and services, and product improvement.development purposes. Remote Data will be transmitted to and from Customer in a secure manner specified by Xerox. Remote Data Access will not ailov, Xerox to read, view or download the conlenl of any Customer documents or other information residing on or passing through the Equipment or Customer's information management systems. Customer grants the right to Xerox, without charge, to conduct Remote Data Access for the purposes described above. Upon Xerox's request. Customer wit! provide contact information for Equipment such as name and address of Customer contact and IP and physical addresses locations of Equipment. Customer will enable Remote Data Access via a method prescribed by Xerox, and Customer will provide reasonable assistance to allow Xerox to provide Remote Data Access. Unless Xerox deems Equipment incapable of Remote Data Access. Customer will ensure that Remote Data Access is maintained at all times Maintenance Services are being performed. Tfad_.in intounati?n 34. TRADE-IN EQUIPMENT, You warrant that you have the right to transfer title to the equipment you are trading in as part of this Agreement ("Trade-in Equipment") and that the Trade -In Equipment is in good working order and has not been modified from its original configuration (other than by Xerox). Title and risk of less to the Trade -In Equipment will pass to Xerox whan Xerox removes it from your premises You will maintain the Trade -In Equipment at its present site and in substantially its present condition until removed by Xerox. You will pay all accrued charges for the Trad: In Equipment (up to and including payment of the final principal payment number) and a!I applicable maintenance. administrative. supply and finance charges until Xerox removes the Trade -In Equipment from your premises. Item Trade -In Model and Serial Number Allowance EApplied To Equip Balance qu 1. VBCB Xerox X700x SiN MAV779895 $1,188.00 $1,189.00 2. V80FFPS Xerox X70ffps S.N TAM623628 5567.00 $567,00 3, V80B Xerox X700x S.rN NIAV779881 5750.00 5750.00 4. V80FFPS Xerox X70flps S N TAM623647 $541.00 5541.00 WS N79482 03311201610:31:20 Confidential - CopyrightQ 2008 XEROX CORPORATION. All rights reserved. Page 6 of 0 4 7 2 1 4 6 0 1 0 0 6 0 0 6 1 TCPN - 13PA R150302 Customer: LUBBOCK, CITY OF Contract 121328 Bilrro: CITY OF LUBBOCK Irstall: CITY OF LUBBOCK 1625 13TH ST R1i L06 LUBBOCK, TX 7 9401 t00 1 1625 13TH 5T LUBBOCK, TX79401-000t Tax IDR:75 Stale or Local Govemment Negotiated Contmel : 0727153DO 1. D125CP (0125 COPIER/PRINTER) High Capacity Feeder Lease Term: 36 months -Xerox 4127CP SIN BYA689953 5/21/2016 Standard Inslall Purchase Option: FMV Trade-in as of Payment 59 E D5 Elki(finshr Xc 213 Customer Ed Analyst Services 2• FFSRVR (FFPS SVR-D9511101125) Controller Stand Lease Term; 36 months - Xerox LTPRODIEPS S1N 5/21/2016 D125 Cp Sry License Purchase Option: FMV NXL516662 - Vsel•regUred On Cp Trade -In as of Payment 59 Customer Ed - Analyst Services 3. D125CP (D125 COPIERIPRINTER) - High Capacity Feeder Lease Term: 38 mcnlhs Xerox 4127CP SIN GYABB9673 5121/2016 Standard Install Purchase Option: FMV Trade -In as at Payment 59 D4 Slapler Finisher 2.3 Hole 1 ; • Customer Ed I; Analyst Services 4. FFSRVR (FFPS 5VR-tJ9511101125) Conlroller Stand Lease Term: 36 months - Xerox LTPROD/EPS SIN 5/21/2016 l D125 Cp Sry License Purchase Option: FMV NXL516612 Vsefaequired On Cp Trade -In as of Payment 59 Customer Ed __ • Analyst Services (-ITN' OF I- 'MOCK, T.X- (�lerr (• Ktr��TjAun. Nla)nr LA'I"i'E`I": Iwicic a Garza, City Secretary l Thank You for your business! Th s Agreement is proudly presented by Xerox and Sandra Henley (906)744-8744 �crllgrr; For information an your Xerox Account, go to r.°r..vaerox.ccmJAct�unIF.aana errant ,__ __ - - - -w WS N79482 WiO1 010 10:31:17 � Con!idantial - Copy63htD 2008 XEROX CORPORATION 969hks reserved. Page 1 of 4 0 4 7 2 1 4 6 0 1 0 0 1 0 D 4 0 xerox � Monthly Pricing Lease ChargesItem Print Min�rnvir Payment i Meter Vc�uma Band Per Print Rate I 1. D125CP $1,700.84 1: Total All Prints S0.0046 Consumable Supplies Included for all prints Pricing Fixed for Term 2. FFSRVR $738.86 N/A N!A N!A Full Service Maintenance Included Pricing Fixed for Term 3. D125CP S1,595.45 1: Total All Prints $H045 Consumable Supplies Included for all prints Pricing Fixed for Term 4. FFSRVR S738.86 NIA NIA N!A Full Service Maintenance Included Pricing Fixed for Term Total $4,774.01 -7 Minimum Payments (Excluding Applicable Taxes) The parties agree to the terns of Attachment A and B attached hereto and incorporated herein by reference. IN WITNESS WHEREOF, this Agreement is executed as of �� , 2016 the Effective Date. CITY OF LUBBOCK, TX: Glen C. Robertson, Mayor ATTEST: Y /� I �Garza,Seeretary APPROVED AS TO CONTENT: Marta Alvarez, Dirictor of Purchasing and Contract Management CONTRACT Xerox Title WS N79482 03131/201610:31:17 Confldenlial - Copyright(D 2008 XEROX CORPORATION. All rights reserved. Page 2 of 4 0 4 7 2 1 4 6 0 1 0 0 2 0 0 4 0 xerox INTRODUCTION: 1. NEGOTIATED CONTRACT. The Products are subject solely to the terms in the Negotiated Contract identified on the face of this Agreement, and, for any option you have selected that is not addressed in the Negotiated Contract, the then -current standard Xerox terms for such option. GOVERNMENT TERMS: Z. REPRESENTATIONS & WARRANTIES. This provision is applicable to governmental entities only. You represent and warrant, as of the date of this Agreement, that: (1) you are a Stale or a fully constituted political subdivision or agency of the State in which you are located and are authorized to enter into, and carry out, your obligations under this Agreement and any other documents required to be delivered in connection with this Agreement (collectively, the "Documents"); (2) the Documents have been duly authorized, executed and delivered by you in accordance with all applicable laws, rules, ordinances and regulations (including all applicable laws governing open meetings, public bidding and appropriations required in connection with this Agreement and the acquisition of the Products) and are valid, legal, binding agreements, enforceable in accordance with their terms; (3) the persons) signing the Documents have the authority to do so, are acting with the full authorization of your governing body and hold the offices indicated below their signatures, each of which are genuine; (4) the Products are essential to the immediate performance of a governmental or proprietary function by you within the scope of your authority and will be used during the Term only by you and only to perform such function; and (5) your payment obligations under this Agreement constitute a current expense and not a debt under applicable stale law and no provision of this Agreement constitutes a pledge of your tax or general revenues, and any provision that is so construed by a court of competent jurisdiction is void from the inception of this Agreement. 3. FUNDING. This provision is applicable to governmental entities only. You represent and warrant that all payments due and to become due during your current fiscal year are within the fiscal budget of such year and are included within an unrestricted and unencumbered appropriation currently available for the Products, and it is your intent to use the Products for the entire term of this Agreement and make all payments required under this Agreement. If your legislative body does not appropriate funds for the continuation of this Agreement for any fiscal year after the first fiscal year and has no funds to do so from other sources, this Agreement may be terminated. To effect this termination, you must. a1 least 30 days prior to the beginning of the fiscal year for which your legislative body does not appropriate funds, notify Xerox in writing that your Legislative body failed to appropriate funds. Your notice must be accompanied by payment of all sums then owed through the current fiscal year under this Agreement. You will return the Equipment, at your expense, to a location designated by Xerox and, when returned, the Equipment will be to in good condition and free of all hens and encumbrances. You will then be released from any further payment obligations beyond those payments due for the current fiscal year (with Xerox retaining all sums paid to date). SOLUTIONISERVICES: 4. FREEFLOW LICENSE. The following terms apply to Xerox FreeFlow Print ServerT"'IDocuSP® software included in Base Software ("FreeFlow Base Software") and/or Application Software identified as Xerox FreeFlow software (including, but not limited to, FreeFlow Makeready0 and FreeFlow Process Manager") (collectively, "FreeFlow Application Software"), and are additive to and supplement those found elsewhere in the Agreement. PreeFlow Base Software and FreeFlow Application Software are collectively referred to as "FreeFlow Software." 1. FreeFlow Software may include and/or incorporate font programs ("Font Programs') and other software provided by Adobe Systems Incorporated ("Adobe Software'). You may embed copies of the Font Programs into your electronic documents for the purpose of printing and viewing the document. You are responsible for ensuring that you have the right and are authorized by any necessary third parties 10 embed any Font Programs in electronic documents created with the FreeFlow Application Software. If the Font Programs are identified as "licensed for editable embedding" at www.adobe.comltypelbrowsedlegallembeddingeula, you may also embed copies of those Font Programs for the additional purpose of editing your electronic documents. No other embedding rights are implied or permitted under this license. 2. You will not, without the prior written consent of Xerox and its licensors: (a) alter the digital configuration of the FreeFlow Software, or solicit others to cause the same, so as to change the visual appearance of any of the FreeFlow Software output; (b} use the FreeFlow Software in any way that is not authorized by the Agreement; (c) use the embedded r_.ode within the FreeFlow Software outside of the Equipment on which it was Terms and Conditions installed or in a stand-alone, lime -share or service bureau model; (d) disclose the results of any performance or benchmark tests of the FreeFlow Software; (e) use the FreeFlow Software for any purpose other than to carry out the purposes of the Agreement: or (f) disclose or otherwise permit any other person or entity access to the object code of the FreeFlow Software, 3. FreeFlow Process Manager contains Oracle Database Express Edition database software and documentation licensed from Oracle America, Inc ("Oracle"). Oracle grants you a nonexclusive, nontransferable limited license to use Database Express Edition for purposes of developing, prolotyping and running your applications for your own internal data processing operations. Database Express Edition may be installed on a multiple CPU server, but may only be executed on one processor in any server. Upon not less than 45 days prior written notice, Xerox and/or its licensors may, at their expense, direcliy or through an independent audilor, audit your use of FreeFlow Process Manager and all relevant records not more than once annually. Any such audit will be conducted at a mutually agreed location and will not unreasonably interfere with your business activities. 4. The Copyright Management feature of FreeFlow Makeready ("FFCM") contains the Copyright Clearance Center, Inc. ("CCC") copyright licensing services feature of FFCM ("CCC Service"). You will comply with any applicable terms and conditions contained on the CCC website, www.copyright.com, and any other rights holder terms governing use of materials, which are accessible in FFCM, 11 CCC terminates Xerox s right to offer access to the CCC Service through FFCM, Xerox may, upon written notice and without any liability to you, terminate your right to access the CCC Service through FFCM. THE CCC SERVICE IS PROVIDED "AS IS,'WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED. XEROX DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LEMITATION THE IMPLIED WARRANTIES OF NONINFRiNGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. You will defend and indemnify Xerox from any and all losses, claims, damages. fines, penalties, interest, costs and expenses, including reasonable attorney fees, arising from or relating to your use of the CCC Service. 5. If you install FreeFlow Application Software on a computer that you supply, the following terms apply: (a) Xerox will only be obligated to support FreeFlow Application Software if it is installed on hardware and software meeting Xerox s published specifications (collectively "Workstation'): (b) IF YOU USE FREEFLOW APPLICATION SOFTWARE WITH ANY HARDWARE OR SOFTWARE OTHER THAN A WORKSTATION, ALL REPRESENTATIONS AND WARRANTIES ACCOMPANYING SUCH FREEFLOW APPLICATION SOFTWARE WILL BE VOID AND ANY SUPPORTIMAINTENANCE YOU CONTRACT FOR IN CONNECTION WITH SUCH FREEFLOW APPLICATION SOFTWARE WILL BE VOIDABLE AND/OR SUBJECT TO ADDITIONAL CHARGES; and i you are solely responsible for: (i) the acquisition and support, including any and all associated costs, charges and other fees, of any Workstation you suppiy; (ii) compliance with all terms governing such Workstation acquisition and support, including terms applicable to any non -Xerox software associated with such Workstation; and (iii) ensuring that such Workstation meets Xerox s published specifications. 6. The following terms apply to FreeFlow Software licensed to U.S. government customers: a. Java technology contained in FreeFlow Software is subject to: (i) FAR 52.227- 14(g){2) and FAR 52.227.19; and (ii) if licensed to the U.S. Department of Defense ("DOD"}, DFARS 252.227.7015(b) and DFARS 227.7202-3(a). b. Adobe Software is a "commercial item," as that term is defined at FAR 2.101, consisting of 'commercial computer software" and "commercial computer software documentation" as such terms are used In FAR 12.212, and is licensed to civilian agencies consistent with the policy set forth in FAR 12.212, or to the DOD consistent with the policies set forth in DFARS 227.7202-1. c. Oracle Database Express Edition is "commercial computer software" and is subject to the restrictions as set forth in the Rights in Technical Data and Computer Software Clauses in DFARS 252.227-7015 and FAR 52.227.19 as applicable. PRICING PLANIOFFERING SELECTED: 5. FIXED PRICING. If "Pricing Fixed for Term' is identified in Maintenance Plan Features, the maintenance component of the Minimum Payment and Print Charges will not increase during the initial Term of this Agreement. GENERAL TERMS & CONDITIONS: 6, REMOTE SERVICES. Certain models of Equipment are supported and serviced rrin,g data the! is automatically collected by Xerox or transmitted to or from Xerox by WS N79482 03/311201610:31:18 Confidential • Copyright© 2008 XEROX CORPORATION. All rights reserved. Page 0 4 7 2 1 4 6 0 1 0 0 3 0 0 4 1 Terms and Conditions the Equipment connected to Customer's network ("Remote Data") via efectronic transmission to a secure off -site location ("Remote Data Access"), Remote Data Access also enables Xerox to transmit to Customer Releases for Software and to remotely diagnose and modify Equipment to repair and correct malfunctions. Examples of Remote Data include product registration, meter read, supply level. Equipment configuration and settings, software version, and problem/fault code data. Remote Data may be used by Xerox for billing, reporl generation, supplies replenishment, support services, recommending additional products and services, and product improvemenYdevelopment purposes. Remote Data will be transmitted to and from Customer in a secure manner specified by Xerox. Remote Data Access will not allow Xerox to read, view or download the content of any Customer documents or other xe rox j �® information residing on or passing through the Equipment or Customer's information management systems. Customer grants the right to Xerox, without charge, to conduct Remote Data Access for the purposes described above, Upon Xerox's request, Customer will provide contact information for Equipment such as name and address of Customer contact and IP and physical addressesllocations of Equipment. Customer will enable Remote Data Access via a method prescribed by Xerox, and Customer will provide reasonable assistance to allow Xerox to provide Remote Data Access. Unless Xerox deems Equipment incapable of Remote Data Access, Customer will ensure that Remote Data Access is maintained at all limes Maintenance Services are being performed. Trade-iR Informallon 7. TRADE-IN EQUIPMENT. You warrant that you have the right to transfer title to the equipment you are trading in as part of this Agreement ("Trade -In Equipment") and that the Trade -In Equipment is in good working order and has not been modified from its original configuration (other than by Xerox). Title and risk of loss 10 the Trade -In Equipment will pass to Xerox when Xerox removes it from your premises. You will maintain the Trade -In Equipment at its present site and in substantially its present condition until removed by Xerox. You will pay all accrued charges for the Trade -In Equipment (up to and including payment of the final principal payment number) and all applicable maintenance, administrative. supply and finance charges until Xerox removes the Trade -In Equipment from your premises. Item Trade -In Model and Serial Number Allowance Total Applied To Equip Balance 1. D125CP Xerox 4127cp SfN GYA889963 5982.00 5982.00 2. FFSRVR Xerox Llprodleps S/N NXL516652 $409.00 $409.00 3. D125CP Xerox 4127cp SIN GYA889673 $851.00 $851.00 4. FFSRVR Xerox Ltprodleps SIN NXL516612 $404.00 5404,00 N79482 03/31/2016 10:31:18 Confidential - Coi 2C08 XEROX CORPORATION. All rights reserved. Page 4 of 4 4 7 2 1 4 6 0 1 0 D 4 0 0 4 1 Items Agreement Equipment Maintenance Print Charges Information••Now Print s Meter VolumePar • AMPV Above 1 D125CP Lease $1,700.84 Included 1: Total All Prints $0,0046 58,161 58,161 $267,54 $1,96B.38 Term: 36 months 2 FFSRVR Lease $738.86 Included N/A N/A N/A N/A N/A N/A $738.86 Term: 36 months 3 D125CP Lease $1,595.45 Included 1: Total All Prints $0.0046 59,621 59,621 $274.26 S1,869.71 Term: 36 months 4 FFSRVR Lease $738.86 Included N/A NIA N/A NIA NIA NIA $738.86 Term: 36 months 5 VBOB Lease $1,829.33 Included 1: Color All Prints SO.0475 10,676 10,676 S507A 1 $2,565.28 Term: 36 months 2: Black All Prints $0.0107 21,387 21,387 S228.84 3: Color LG All Prints S0.0054 0 0 SO.00 6 V80FFPS Lease $911.77 Included NIA N/A N/A N/A N/A N/A $911,77 Term: 36 months 7 V8OB -Lease $1,004.58 Included 1: Color All Prints $0.0475 7,577 7,577 $359.91 $1.397,25 - Term: 36 months 2: Black All Prints $0,0107 3,062 3,062 $32.76 3: Color LG All Prints $0.0054 0 0 S0.00 8 VBOFFPS -Lease $910.95 Included N/A NIA NIA N/A N/A N/A $910.95 - Term: 36 months Total $9,430.64 Included 160,484 $1,670.42 $11,101.06 Monthly Investment $2,329,15 Attachment A A. Non-Arbilratio❑ The City reserves the right to exercise any right or remedy available to it by law. contract. equity, or otherAvise, includinu without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prier to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in. or related to, this document, this provision shall control. B. Nonappropriation All funds for payment by the City under this contract are subject to the availability of an annual appropriation for this purpose by the City. In the event of nonappropriation of funds by the City Council of the City of Lubbock for the goods or services provided under the contract, (lie City will terminate the contract, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the tben-current year for the goods or services covered by this contract is spent, whichever event occurs first. If at any time funds are not appropriated for the continuance of this contract, cancellation shall be accepted by the Seller on thirty (30) day, prior XNTitten notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this contract beyond (lie date of termination. Attachment B CITY OF LUBBOM TEXAS CONTRACT l?R?R 1I1. INSURANCE SECTION A. Prior to the approval of this contract by the City, the Contractor shall furnish a completed Insurance Certificate to the City, which shall be completed by an agent authorized to bind the named under«Titer(s) to the cotera-,es, limits, and termination provisions shown thereon, and which shall furnish and contain ail required information referenced or indicated thereon. THE CITY SHALL HAVE NO DUTY TO PAN' OR PERFORM UNDER THIS CONTRA('-[' UNTIL SUCH CERTIFICATE SHALL HAVE BEEN DELIVERED TO THE CITY. INSURANCE COVERAGE REQUIRED SECTION B. The City reserves the ri0ht to review the insurance regUircnlenti of this section durin(T the effective period of the contract and to require adjustment of insurance coverages and their limit; when deemed necessary and prudent by the Cite based upon changes in statutory law, court decisions, or the claims history of the industry as well as the Contractor. SECTION C. Subject to the Contractor's right to maintain reasonable, the Contractor shall obtain and maintain in full force and effect for the duration of this contract, and any extension hereof, at Contractor's sole expense, insurance coverage written by companies approved by the State of Texas and acceptable to the City, in the following typc(s) and amounts): TYPE OF INSURANCE GENERAL LIABILITY ® Commercial General Liability ❑ Ot}ter ❑ Claims Made ® OCCUrrence ❑ W/Heavy Equipment ❑ Occurrence ❑ To Include Products of Complete Operation Endorsements PROFESSIONAL LIABILITN' AUTOMOTIVE LIABILITI' ® Any Auto ❑ Scheduled Autos ❑ Non-Owried Autos EXCESS LIABILITY ❑ Umbrella Fonn GARAGE LIABILITY ❑ Any Auto ❑ BUILDER'S RISK ❑ INSTALLATION FLOATER ❑ POLLUTION ❑ CARGO ❑ All Oxcncd Autos ❑ Hired Autos COMBINED SINGLE LIMIT General Age*rc,ate S 1,000,000 PCodncts-CurnP'Op AGG Personal & Ad,,. Injury Contractual Liability Ix Fire Damage (Any one Fire) Med L-xp (Any one Person) Pcr Occurrence S I,000,000 Each Occurrence Augre,atc Auto Only - Each Accident Each Accident Aggregate _ ❑ I OO" 6 of the Total Contract Price ❑ 100% of the Total %laterial Costs ® WORKERS COINIPENSATION' STA'I'UTOR)' AMOUNTS OR OCC[ PATIONAL ,%rEDICAL AND DISAB1LtTti' S-iOO,Oi)O ❑ EMPLOYERS' LIABILITN' OTHER: COPIES OF ENDOSENJENTS ARE REQUIRED City of Lubhock nonjed as additional insurcd oar Anto.'Genearl Liability oil a primmi and anon-cowrihuton' hasie. To inclarde products of completed operalions enflorsement. bran-er of suhro,galion iaa fin•or of the City gJ'Luhhock oil all covenlges, eve(pi PUR-12 (REV 2016) The Cite of' Lubbock shall be named a primary additional insured with a Waiver of subrogation in favor of the City on all coverage's. All copies of the Certificates of Insurance shall reference the contract 12S28 for which the insurance is being supplied. ADDITIONAL POLICE' ENDORSEMENTS The City shall be entitled. upon request, and without expense, to receive copies of the policies and all cndorsenients thereto and may make any reasonable request for deletion. revision. or modification of particular policy terms. conditions, limitations, or exclusions (except where policy provisions are established by la%v or regulation binding upon either of the parties hereto or the undenrriter of any of- such policies). Upon such request by the City, the Contractor shall exorcise reasonable efforts to accomplish such changes in policy coverages REQUIRED PROVISIONS The Contractor agrees that with respect to the above required insurance, all insurance contracts and certifrcate(s) Of insurance Will contain and state, ill Writln,. On the certificate or its attachment. the following required provision."': a. Nanle the City of Lubbock and its officers. employees. and elected representatives as additional insureds. (as the interest of each insured may appear) as to all applicable coverage: b. Provide for 30 dars notice to the City for cancellation, nonrenewal, or material change; c. Provide for notice to the City at the address shown below by registered mail: d. The Contractor agrees to waive subrogation a-ainst the City of Lubbock. its officers, employee, and elected representatives for injuries, including death, property damage, or any other loss to the c%tent same nnay be covered by the proceeds of insurance; e. Provide that all provisions of this contract concerning liability, duty, and standard of care together with the indemnification provision, shall be underwritten by contractual liability coverage sufficient to include such obligations Within applicable policies. NOTICES The Contractor shall notify the City in the event of any change in coverage and shall give such notices not less than 30 days prior the change, Which notice must be accompanied by a replacement CERTIFICATE OF INSURANCE. All notices shall be given to the City at the following address: Marta Alvarez, Director of Purchasing and Contract Management City of Lubbock 1623 13"' Street, Roonl M4 Lubbock, Texas 79401 SECTION D. Approval. disapproval, or failure to act by the City regarding any insurance supplied by the Contractor shall not relieve the Contractor of full responsibility or liability for darnages and accidents as set forth in the contract documents. Neither shall the bankruptcy, insolvency, or denial of liability by the insurance company exonerate the Contractor from liability. PIJR-I? (REV 2016) CERTIFICATE OF INTERESTED PARTIES FORM 1295 lofl Complete Nos. 1 - 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1. 2, 3, 5, and 6 if there are nc interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2016-48647 Benchmark Business Solutions Lubbock, TX United States Date Filed: 05/03/2016 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed, City of Lubbock Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods or other property to be provided under the contract. I Agenda Item 12828 Xerox Print Shop Xerox Equipment 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Horn, Jeff Lubbock, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. P&4 LORI L. BELL 4� Notary Public, State of Texas ee= My Commission Expires ig tore of authorized agent of contracting business entity AFFIX NOTARY STAMP ! SEAL ABOVE Sworn to and subscribed before me, by the said _ Je-4 4-Y-b - n this the _ 3"L n� day of I' lilts 20.. to certify which, witness my hand and seal of office. � J • L �Yt [firth�1 ! V� fCcrlG Signature of fficer administering oath Pruned name o officer administering oath Title of office dministering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.1021 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2016-48647 Date Filed: 0510312016 D 05/03/2016 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Benchmark Business Solutions Lubbock, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Lubbock g Provide the identification number used by the governmental entity or state agency to track or description of the services, goods or other property to be provided under the contract. Agenda Item 12828 Xerox Print Shop Xerox Equipment t y t ie contract, and provide a 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Horn, Jeff Lubbock, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP 1 SEAL ABOVE Sworn to and subscribed before me, by the said this The day of 20 , to certify which, witness my hand and seal of office. Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission vrvrw.ethics.state. ix. us Version V1.0.1021