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HomeMy WebLinkAboutC02-005 Maintenance Agreement with Xerox for EngineeringMAINTENANCE AGREEMEN ) ,_,'THE DOCUMENT COMPANY (THIS AGREEMENT CONSISTS OF THIS FACE Ati D ADDITIONAL PA -GES) XEROX Worksheet: Unit: Customer Legal Name (Bill to) Eagle County Govern nt Name Overflow (if needed) �Y1g 1 Y} £? e+f i no -Def �t- Street Address 550 Broadway Box#/Routing Po Box 850 City, State Eagle, CO Zip Code 81632 - Tax ID# $ Customer Name (Install) Eagle County Government Name Overflow (if needed) Print Charge Meter 1: Installed at Street Address 550 Broadway Floor/Room /Routing Po Box 850 City, State Eagle, CO Zip Code 81632 - County Installed In Eagle Customer Requested Install Date 12/242001 Check all that apply ❑x Tax Exempt (Sales Tax Exemption Certificate Attached) ❑ Assoc. /Coop. Name: ❑ Negotiated Contract #: ❑ XBS Contract #: ❑ Attached Customer P.O. #s: Maint.: ❑ State or Local Government Customer ❑ Replacement/Modification of Prior Xerox Agreement Agreement covering Xerox Equipment Serial# (or 954): is hereby ❑ modified ❑ replaced. Effective Date: Comments: ❑D Maintenance Information Maintenance Term : 36 months ❑ Supplies included in Base /Print Charges Equipment (with serial number) Equipment Purchased from: (Xerox, broker name, last title holder) Inspection Required -55.5 -Fax #PE3- 012756 High Country Copiers ❑ Y 91N 5SS $ ., . 4'W -&n ❑Y ❑N $ Print Charge Meter 1: 11 ❑N ' Print Charge Meter 1: 13 ❑N Prints I - ❑ July - August 13 ❑N Maintenance Agreement Price Infort ation 11 Adjustment Period Description Price Software Title Period A - Mos. Affected: - Mmfd}r y Base Charge Months affected $ ., . 4'W -&n Monthly Base Charge $ Print Charge Meter 1: Description: / $ mo. ' Print Charge Meter 1: ❑ June - July Prints I - ❑ July - August $ Prints 1 - f e. Co t.{, Phone: 970 - 328 -3580 Prints - ay-) Date: 12/14/2001 $ Prints - $ Prints - $ Prints - $ Print Charge Meter 2: Print Charge Meter 2:14 €$. Prints 1 - $ Prints 1 - Prints - Mo. Min.# of Prints (based on Meter 1 Print Charges) ❑ Purchased Sunnlies Mo. Min.# of Prints (based on Meter 1 Print Charges) 1-1 A is «: c,.r +.. Reorder # Qty Description Price Software Title Initial License Fee Annual Renewal Fee ❑ Cnnnort Onlv Months affected ❑ Quarterly Bill Plan ❑ June only ❑ Extended Service Hours: ❑ July only Description: / $ mo. ❑ August only ❑ June - July ❑ Std. Maint. Agrmt.: $ / year ❑ July - August ❑ Attached Addenda: pct f e. Co t.{, Phone: 970 - 328 -3580 if ay-) Date: 12/14/2001 Total Price = $ Total Initial License Fees = Agreement Presented Bv: t Name Chris Aube] Phone 970 -845 -7870v Xerox Corporation - cepta y: Name Chris Aube Date 12/13/2001 Signature ❑ K -16 Billing ' Additional Options check all that apply) Suspension LJ Run Length Plan 171 Fixed Price Plan (check 1 as required) ❑ Per -Foot Pricing ❑ Annual Bill Plan Months affected ❑ Quarterly Bill Plan ❑ June only ❑ Extended Service Hours: ❑ July only Description: / $ mo. ❑ August only ❑ June - July ❑ Std. Maint. Agrmt.: $ / year ❑ July - August ❑ Attached Addenda: pct f e. Co t.{, Phone: 970 - 328 -3580 if ay-) Date: 12/14/2001 DoeuBroker Form# 51926 (11/2001) 12/13/2001 Page 1 of 4 GENERAL TERMS: The following terms apply to all transactions: 1. EQUIPMENT AND PRODUCTS. "Equipment" refers to all equipment identified on the face of this Agreement for which Xerox will be providing Basic Services. "Products" refers to all software, and supplies ordered under this Agreement. You represent that the Products and Equipment are for your own use (rather than resale) and that they will not be used primarily for personal, household or family purposes. 2. PAYMENT & TAXES A. Payment is due within twenty (20) days of the invoice date or on the due date listed on the invoice, whichever is earlier. B. You shall be responsible for any and all applicable Taxes, which will be included in Xerox's invoice unless you provide proof of your 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 Agreement or the amounts payable to Xerox by you for the billing of Products, Print Charges, services and maintenance 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 and taxes on Xerox's net income. If a taxing authority determines that Xerox did not collect all applicable Taxes, you shall remain liable to Xerox for such additional Taxes. 3. BASIC SERVICES. Xerox will provide the following Basic Services under this Agreement: A. REPAIRS AND PARTS. Xerox will make adjustments and repairs necessary to keep Equipment in good working order. Parts required for repair may be new, reprocessed, or recovered. All replaced parts /materials will become Xerox's property. B. HOURS AND 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. 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 AND METER READINGS. The equipment installation site must conform to Xerox's published requirements throughout the term of this Agreement. If applicable, you must provide meter readings in a manner prescribed by Xerox. If you fail to provide timely readings, Xerox may estimate them and bill you accordingly. D. REMEDY. If Xerox is unable to maintain the Equipment as described above, Xerox will, as your exclusive remedy for Xerox's providing Basic Services, replace the Equipment with an identical product or, at Xerox's option, another product of equal or greater capabilities. This replacement product shall be subject to these same terns and conditions including any remaining warranty period. E. CARTRIDGE PRODUCTS. If Xerox is providing Basic Services for a product utilizing cartridges designated by Xerox as customer replaceable ( "Cartridges "), and unless you have entered into a Standard Maintenance Agreement as described below, you agree to use only unmodified cartridges purchased directly from Xerox or its authorized resellers in the United States. F. OPERATOR MAINTENANCE PROCEDURES FOR DOCUCOLOR 70, DOCUCOLOR 100 AND DOCUCOLOR 130. If Xerox is providing Basic Services for your DocuColor 70, Docucolor 100 or DocuColor 130, you agree to perform all operator maintenance procedures set forth in the applicable Printer Operator Guides (including the purchase of all referenced parts, tools, and supplies). G. PC /WORKSTATION REQUIREMENTS. In order to receive Basic Services and/or Software Support for equipment requiring connection to a PC or workstation, you must utilize a PC or workstation that either (1) has been provided by Xerox or (2) meets Xerox's published specifications. 4. INTELLECTUAL PROPERTY INDEMNITY. Xerox will defend and indemnify you if any Product is alleged to infringe someone else's U.S. intellectual property rights provided you promptly notify Xerox of the alleged infringement and permit Xerox to direct the defense. Xerox is not responsible for any non- Xerox litigation expenses or settlements unless it preapproves them in writing. To DocuBroker Form# 51926t &c (05/2001) 12/1 avoid infringement, Xerox may modify or substitute an equivalent Product, refund the price paid for the Product (less the reasonable rental value for the period it was available to you), or obtain any necessary licenses. Xerox is not liable for any infringement- related liabilities outside the scope of this paragraph including but not limited to infringement based upon a Product being modified to your specifications or being used or sold with products not provided by Xerox. 5. LIMITATION OF LIABILITY. Xerox shall not be liable to you for any direct damages in excess of $10,000 or the amounts paid hereunder, whichever is greater, and neither party shall be liable to the other for any special, indirect, incidental, consequential or punitive damages arising out of or relating to this Agreement, whether the claim alleges tortious conduct (including negligence) or any other legal theory. In addition, XEROX DISCLAIMS THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. You may not assign any rights or obligations under this Agreement without Xerox's prior written consent. 6. CARTRIDGES. To enhance print quality, the cartridge(s) in 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 which permits use of non - newly manufactured original Xerox cartridges may be available from Xerox at an additional charge. Certain cartridges are also sold as Environmental Partnership Cartridges; you agree that these cartridges remain the property of Xerox and you shall return them to Xerox for remanufacturing once they cease functioning. 7. PAYMENT AND BILLING FOR GOVERNMENT CUSTOMERS: For state and local government customers, payment (including applicable Taxes) is due within 30 days of our invoice date with all maintenance charges being billed in arrears. This Agreement shall not be automatically renewed. 8. PRICING CHANGES FOR MULTI -YEAR AGREEMENTS. Xerox may annually adjust the Monthly Base and Print Charges established under your multi -year maintenance agreement, each such increase not to exceed 10° /b. (For state and local government customers, this adjustment shall take place at the commencement of each of your annual contract cycles.) 9. COMMENCEMENT, EXPIRATION, AND BREACH. Maintenance agreements will commence upon acceptance by Xerox and expire on the last day of the 12th, 24th, 36th, 48th or 60th full calendar month thereafter. as applicable. If you breach this Agreement, Xerox, in addition to its other remedies may require immediate payment of all amounts then due and reasonable liquidated damages to be calculated as the lesser of the remaining Minimum Monthly Maintenance Payments in the Agreement's then - current term or 6 such payments for one -year agreements (and 12 such payments for multi -year agreements). The Minimum Monthly Maintenance Payment shall consist of (1) any Monthly Base Charge and (2) any Monthly Minimum Number of Prints multiplied by the applicable Meter 1 Print Charge(s). 10. RENEWAL. Each maintenance agreement will be automatically renewed for successive terms of the same number of months as the initial term unless a written notice of cancellation is received from you (or pro% ided to you by Xerox) prior to expiration of the then - current term. Pricing for this renewal term shall be at Xerox's then - current published pricing. ii. BILLING. Minimum Monthly Maintenance Payments are billed in advance, with additional Print Charges billed in arrears. For full -color equipment, color prints are counted on Meter 1. If you fail to make any payment within ten (10) days of the date payment is due, Xerox, in addition to any of its other remedies (including the cessation of Basic Services), may require immediate payment of (a) the entire amount due; (b) late charges equal to 10% of the amount due or $25.00, whichever is higher (not to exceed the maximum amount permitted by law); and (c) 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). 12. MISCELLANEOUS. This Agreement constitutes the entire agreement as to its subject matter, supersedes all prior and contemporaneous oral and written agreements, and shall be construed under the laws of the State of New York (without regard to conflict -of -law principles). Xerox may retain a reproduction (e.g., electronic image, photocopy, facsimile) of this Agreement which shall be considered an equivalent to the original; in addition, Xerox may accept this Agreement either by its signature or commencing performance (e.g., Equipment delivery). All changes to this Agreement must be made in a writing signed by both parties; accordingly, any terms on your ordering documents shall be of no force or effect. In any action to enforce this Agreement, the parties agree to waive their right to a jury trial and to pay the prevailing party's costs and expenses, including reasonable attorneys' fees. 3/2001 Page 2 of 4 SOFTWARE TERMS: The following additions tdrms apply only to transactions covering Application Software and /or Xerox -brand Printing System, DocuTech, Color, High - Volume and Digital Copier - Duplicator, or Document Centre Products: 13. 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 ( "Base Software ") as well as software specifically set out as "Application Software" on the face of this Agreement. This license does not apply to any Diagnostic Software nor to any software and accompanying documentation made subject to a separate license agreement. A. Xerox grants you 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 you a non- exclusive, non - transferable license to use this software within the United States on any single unit of equipment for as long as you are current in the payment of any indicated software license fees (including any Annual Renewal Fees). You have 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 this Agreement's software and limitation of liability provisions). B. Xerox may terminate your license for any Base Software (1) immediately if you no longer use or possess the Equipment or are a lessor of the Equipment and your first lessee no longer uses or possesses it or (2) upon the termination of any agreement under which you have rented or leased the Equipment. C. If you transfer possession of the Equipment, 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 published specifications for a 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. 14. SOFTWARE SUPPORT. During the period that Xerox provides Basic Services for the Equipment, Xerox will also provide software support for the software, including but not limited to operating system software, provided with or within the Equipment (`Base Software ") under the following terms. For Application Software, Xerox will provide this same level of support provided you are 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. C. Ib7 Xerox will assure that Base and Application Software performs in material conformity with its published specifications and will maintain a toll -free hotline during standard business hours to answer related questions. 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 you. 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). You agree to return or destroy all prior releases. Xerox will use reasonable efforts, either directly and/or with its vendors, to resolve coding errors or provide workarounds or patches, provided you report problems in the manner specified by Xerox. Xerox shall not be obligated (a) to support any Base or Application software that is two or more generations older than Xerox's most current release or (b) C to remedy coding errors if you have modified the Base or Application Software. E. Xerox may annually adjust 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 your annual contract cycles.) 15. 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. You agree that (1) your acquisition of the Equipment does not grant you a license or right to use the Diagnostic Software in any manner and (2) that unless separately licensed by Xerox to do so, you will not use, reproduce, distribute, or disclose the Diagnostic Software for any purpose (or allow third parties to do so). You agree at all times (including subsequent to the expiration of this Agreement) 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 you have agreed to one or more of the options described below: 16. SUPPLIES INCLUDED IN BASE/PRINT CHARGES. If this option has been selected, Xerox will provide you with black toner. black developer, copy cartridges, and fuser ( "Consumable Supplies ") throughout the term of your Maintenance Agreement. For full -color Equipment, Consumable Supplies shall also include color toner and developer. You agree that the Consumable Supplies are Xerox property until used by you, that you will use them only with the Equipment, that you will return all Cartridges to Xerox for remanufacturing once they have been run to their cease- function point, and that you will return any unused Consumable Supplies to Xerox at the end of this Maintenance Agreement. Should your use of Consumable Supplies exceed the typical use pattern (as determined by Xerox) for these items by more than 10 %, you agree that Xerox shall have the right to charge you for any such excess usage. 17. REPLACEMENT /MODIFICATION OF PRIOR XEROX AGREEMENT. If this option has been selected, this Agreement will replace or modify a prior agreement between you and Xerox covering the specified equipment. If it is a replacement agreement, the prior agreement shall be null and void. If it is a modification, the prior agreement shall remain in effect except that any new terms presented in this modification agreement (e.g., price, duration, configuration) shall take precedence over the prior terms for the balance of the Agreement. 18. ADJUSTMENT PERIOD. If this option has been selected, the amount you pay Xerox to maintain the Equipment will be adjusted in accordance with the information contained in the Adjustment Period portion of this Agreement; as a result, your initial monthly maintenance payments shall be different from those payable during the balance of this Agreement. 19. K -16 BILLING SUSPENSION. If this option has been selected, your Minimum Monthly Maintenance Payment and Print Charges will be suspended each year during the months indicated. During these months, you agree not to use the Equipment and that Xerox shall not be responsible for providing Basic Services on it. 20. RUN LENGTH PLAN. If this option has been selected, the first ten prints of each original (per run) are recorded and billed on both meters with all subsequent prints recorded and billed on Meter A only. (Note that if a Xerox 5090 family product covered by this plan has its document handler left open, all affected copies will be recorded and billed on both meters.) 21. FIXED PRICE PLAN. If this option has been selected, Xerox will forego its right to increase the amount you pay Xerox to maintain the Equipment throughout the initial term of this Agreement. 22. PER -FOOT PRICING. If this option has been selected, all Print Charges will be billed on a per -foot basis, with each linear foot equal to one print. 23. ANNUAL CHARGE PLAN. If this option has been selected. the Base Charge for your maintenance plan will be billed annually in advance. 24. EXTENDED SERVICE HOURS. If this option has been selected, Xerox will provide Basic Services during the hours indicated, with the first number establishing the number of eight -hour shifts covered and the second establishing the days of the week (e.g., 2 x 6 would provide service from 8:00 A.M. to 11:59 P.M., Monday through Saturday). The cost of this enhanced service coverage will be billed separately and, as such, is not included in y 7ur Minimum Monthly Maintenance Payment or Print Charges. DocuBroker Form# 51926t &c (05/2001) 12/13/2001 Page 3 of 4 25. STANDARD MAINTENANCE AG i4ENT. If this option has been selected, Xerox will provide Basic Services for the Equipment subject to your payment of the indicated annual charge (which in all cases is nonrefundable) along with a standardized per -call charge established by Xerox (which is subject to adjustment by Xerox at its discretion). 26. ATTACHED ADDENDA. If this option has been selected, you acknowledge that one or more specified addenda (as indicated) have been provided to you. These addenda, which provide additional terms relevant to the transactions covered hereunder, are hereby fully integrated into this Agreement. 27. NEGOTIATED CONTRACT. If this option has been selected, this Agreement is subject to the terms contained in the identified Negotiated Contract. If the terms contained in this Agreement conflict with those contained in the Negotiated Contract, the terms of the Negotiated Contract shall prevail. DocuBroker Form# 51926t &c (05/2001) 12/13/2001 Page 4 of 4 .a M % CI ; C—I Notwithstanding anything to the contrary contained in the terms attached hereto, county shall have no obligations under this agreement, nor shall any payment be made to vendor in respect of any period after December 31, 2002, during the term of this agreement, without appropriation therefore by the county in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of Article 25 of Title 30 of The Colorado revised Statutes, the Local Government Budget Law (C.R.S. 29 -1 -101 et seq.) and the Tabor Amendment (Constitution, Article X, SEC. 20).