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HomeMy WebLinkAboutC12-340 Xerox Corporation Lease Agreement between Eagle County Government and Xerox Corporation This Lease Contract is between Eagle County Government ( "Customer ") and Xerox Corporation ( "Xerox ") and consists of the Customer's Request for Proposal for Multifunctional Office Printers, this Contract, and Xerox Proposal dated February 10, 2012. Should there be a conflict between the various provisions the order of precedence shall be this Contract followed by the Customer Request for Proposal, and the Xerox Proposal. RFP Specifications for Multi Function Devices Effective Period, Equipment Additions. Xerox's lease offer allows the County to place additional Equipment mainframe Orders at the same quoted contract price throughout the master agreement order taking term, provided each additional equipment placement remains installed for a minimum 36 or 60 -month term. Xerox will also provide a separate price quote if the County desires to acquire additional equipment having an installation term Tess than 36 or 60- months. The equipment's features and performance can also be upgraded through the addition of a number of optional accessories. Accessory options included with the mainframe can be obtained at the contract quoted price. Any accessory ordered following the mainframe's installation will have the price readjusted based on the mainframe's remaining agreement term. Buyouts of the existing lease population are not included in this Xerox Lease quote, but can be refinanced as part of the replacement Xerox device. Xerox will provide a separate price quote for any such requested transaction. New Equipment. In order to meet the County's new equipment requirement, Xerox will provide either newly manufactured or factory produced new model equipment both of which are currently manufactured by Xerox. None of the equipment provided will be remanufactured, reconditioned, recycled, refurbished, or used, although the equipment may contain some recycled components that meet new parts performance standards. Regardless of the equipment type provided, the County will be the first user of the newly manufactured and factory produced new model equipment. Equipment Loaners. The Xerox Agent servicing your account has agreed to supply a temporary low volume loaner unit capable of meeting your priority work until the non - performing device is either repaired or replaced. Upgrade Costs. Please remember that the Xerox offering is based on a firm 36 or 60 -month equipment installation term that can only be terminated due to fiscal year funds non - appropriation. If the equipment is traded to a different unit, the equipment's remaining principle balance will be included (refinanced) as a component of the replacement equipment. In order to avoid this charge, the County may want to either consider exchanging the equipment with another unit in the County's organization, or moving the current device to a new location and replacing the unit with a different device. General Terms 1. Products. "Products" means Xerox -brand equipment ( "Equipment "), Software, Consumable Supplies and Maintenance Services ordered under the Contract. 2. Total Satisfaction Guarantee. If Customer is not totally satisfied with any Equipment delivered under the Contract, Xerox will, at Customer's request, replace it without charge with identical Equipment or, at Xerox's option, with Xerox - branded equipment that exceeds or matches the features and capabilities of the original Equipment. The Equipment Guarantee is effective during the initial equipment lease installation term. 3. Contract Term. A. Initial Term. The initial term of the Contract ( "Initial Term ") will commence on the date it is accepted by both parties and will expire on the last day of the 60 full calendar month thereafter, unless terminated by either party upon not less than 90 -days notice. Upon the expiration or termination of the Contract, unless otherwise terminated in accordance with Section 10 of the Contract, each Order shall remain in full force and effect until the end of its scheduled Agreement term and shall be governed by the terms and conditions of the Contract as if the Contract were still in effect. B. Renewal. Following the Initial Term, the Contract will renew automatically on a month -to -month basis on the same terms and conditions. During this renewal period, either party may terminate the Contract upon not less than 30 -days notice. Upon the expiration or termination of the Contract, unless otherwise terminated in accordance with Section 10 of the Contract, each Order or Individual Agreement shall CO -Eagle County Government 09- 18- 12.doc Page 1 of 8 JJDB (09/2012) M= 2- 3A/B- 8- 10- 15- 23A- 24- 31- 32 -36 -37 A= 11H -30 -35- 41-42 remain in full force and effect until the end of its scheduled Agreement term and shall be governed by the terms and conditions of the Contract as if the Contract were still in effect. 4. Order Documents. A. Contract & Order Acceptance. Xerox may accept the Contract or any Order under the Contract either by Customer's written signature on the Contract or Xerox Order Document or upon receipt of Customer's signed purchase order. B. Order Documents. Customer may issue purchase orders or other Customer documents, or use Xerox order forms (collectively "Order Document(s) ") for order entry purposes only, describing the acquisitions under the Contract, specifying Customer's requested shipment date, installation site, bill -to address, quantities ordered, product description including any Trade -In Equipment, components, pricing, and installation term. Regardless of the form, the Order Documents must reference the Customer or Xerox Contract number. Notwithstanding anything contained in any Order Document which is at variance with or additional to the Contract, Order Documents will incorporate and be subject solely to the terms and conditions of the Contract, except for additional Xerox agreement terms and conditions related to options selected by Customer. C. Upon acceptance by Xerox, the Order Document creates an Individual Order Agreement ( "Order") for the Products identified under the Contract. 5. Product Replacement Guarantee. Xerox will guarantee equipment availability throughout the Contract order - taking term. If a product is discontinued during the Contract term Xerox agrees to replace the discontinued product with a model of equal or greater capabilities at the same contract price. 6. Equipment Commencement & Installation Dates. The initial Term of an Order that includes Equipment will commence on the "Installation Date ", which means: (a) for Equipment installed by Xerox, the date Xerox determines the Equipment to be operating satisfactorily and is available for Customer's use, as demonstrated by successful completion of diagnostic routines; and (b) for Equipment designated as "Customer Installable ", the Equipment delivery date. 7. Delivery & Removal. Equipment prices include standard delivery charges for all Equipment and, for Equipment for which Xerox retains ownership, standard removal charges. Non - standard delivery or removal will be at Customer's expense. 8. Relocation. All relocations must be arranged, or approved in advance, by Xerox. The relocation will be at Customer's expense and while the Equipment is being relocated, Customer remains responsible to make all payments under the applicable Order. 9. Trade -In Equipment. Customer warrants that Customer has the right to transfer title to the Equipment Customer is trading in as part of an Order ( "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 to the Trade -In Equipment will pass to Xerox when Xerox removes the Trade -In Equipment from Customer's premises. Customer will maintain the Trade -In Equipment at its present site and in substantially the Trade -In Equipment's present condition until removed by Xerox. Customer 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 the Customer's premises. 10. Funding. Customer represents and warrants that all payments due and to become due during Customer's current fiscal year are within the fiscal budget of such year and are included within an unrestricted and unencumbered appropriation currently available for the lease of the Products, and it is Customer's intent to use the Products for the entire lease term and to make all payments required under the Contract or an Order. Notwithstanding anything to the contrary contained in this Contract, if, Customer's governing body does not appropriate funds for the continuation of the Contract or an Order for any fiscal year after the first fiscal year and Customer has made a reasonable but unsuccessful effort to find an assignee within Customer's general organization who can continue the Contract or an Order, the Contract or the Order may be terminated. To effect this termination, Customer must, as soon as practicable after the funding decision has been finalized, notify Xerox that Customer's governing body failed to appropriate funds.. Customer agrees to release the Equipment to Xerox and, when returned, the Equipment will be in good condition and free of all liens and encumbrances. Customer will then be released from any further payments obligations beyond those payments due for the current fiscal year. 11. Maintenance Services. Except for Equipment identified as "No Svc. ", Xerox will keep the Equipment in good working order ( "Maintenance Services "). Maintenance Services are provided as a mandatory part of a Lease Order. A. Basic Maintenance Services. Maintenance Services will be provided during Xerox's standard working hours, 8 A.M. to 5 P.M., Monday through Friday. Maintenance Services excludes repairs due to: (a) misuse, neglect, or abuse; (b) failure of the installation site or the PC or workstation used with the CO -Eagle County Government 09- 18- 12.doc Page 2 of 8 JJDB (09/2012) M= 2- 3A/B- 8- 10- 15- 23A- 24- 31- 32 -36 -37 A= 11H -30 -35 -41-42 Equipment to comply with Xerox's published specifications; (c) use of options, accessories or products not serviced by Xerox; (d) non -Xerox alterations, relocation, service or supplies; or (e) failure to perform operator maintenance procedures identified in operator manuals. B. Replacement Parts. Replacement parts may be new, reprocessed or recovered and all replaced parts become Xerox's property. C. Installation Site. Customer is responsible for all physical, mechanical, and electrical expenses associated with preparing and maintain the Equipment installation site. D. Customer Training and Analyst Services. Initial Customer Training and Analyst Support Services are included in the maintenance pricing. E. Cartridges. Cartridges packed with Equipment and replacement Cartridges may be new, remanufactured, or reprocessed. Remanufactured and reprocessed Cartridges meet Xerox's new Cartridge performance standards and contain new and /or reprocessed components. To enhance print quality, Cartridge(s) for many models of Equipment have been designed to cease functioning at a predetermined point. F. Consumable Supplies. Maintenance Services will include black toner and /or solid ink and color toner, and /or solid ink, if applicable ( "Consumable Supplies "). Highlight color toner, clear toner, and custom color toner are excluded. Consumable Supplies are Xerox's property until used by Customer, and Customer will use them only with the Equipment for which "Consumable Supplies" is identified in the Maintenance Plan. If Consumables Supplies are furnished with recycling information, Customer will return the used item, at Xerox's expense, for remanufacturing. Shipping information is available at Xerox.com /GWA. Upon the Contract's expiration, Customer will include any unused Consumable Supplies with the Equipment for return to Xerox at the time of removal. If Customer's use of Consumable Supplies exceeds Xerox's published yield by more than 10 %, Xerox will notify Customer of such excess usage. If such excess usage does not cease within 30 -days after such notice, Xerox may charge Customer for such excess usage. For the avoidance of doubt, Xerox's yields are based on prints, impressions, linear fleet, or copies containing the normal mix of test and graphics to determine the expected yield of Consumable Supplies under normal operating conditions. Upon request, Customer will provide current meter reads and /or an inventory of Consumable Supplies in its possession. Xerox may charge a shipping and handling fee for consumable supplies. G. Meter Reads. Customer will provide meter reads using the method and frequency identified by Xerox. If Customer does not provide a meter reading, Xerox may reasonably estimate the reading and bill Customer accordingly. H. Credits. You will receive one copy credit for each copy presented to Xerox that is unusable and also for each copy that was produced during the servicing of the Equipment. Copy credits will be reflected on the invoice as a reduction in the total copy volume. L Replacement. Xerox will, as Customer's exclusive remedy for Xerox's failure to provide Maintenance Services, replace the Equipment with an identical model or, at Xerox's option, another Xerox - branded model with comparable features and capabilities. There will be no additional charge for the replacement Equipment during the remainder of the Equipment's initial Term. 12. Remote Services. Certain models of Equipment are supported and serviced using data that is automatically collected by Xerox via electronic transmission from the Equipment to a secure off -site location. Examples of automatically transmitted data include product registration, meter reads, supply levels, Equipment configuration and settings, software version, and problem /fault code data. All such data will be transmitted in a secure manner specified by Xerox. The automatic data transmission capability will not allow Xerox to read, view, or download any Customer data, documents, or other information residing on or passing through the Equipment or Customer's information management systems. 13. Warranty Disclaimer & Waivers. XEROX DISCLAIMS THE IMPLIED WARRANTIES OF NON - INFRINGEMENT. 14. Intellectual Property Indemnity. Xerox will defend, and pay any settlement agreed to by Xerox or any final judgment for, any claim that a Xerox -brand Product infringes a third party's U.S. intellectual property rights. Customer will promptly notify Xerox of any alleged infringement and permit Xerox to direct the defense. Xerox is not responsible for any non -Xerox litigation expenses or settlements unless Xerox pre- approves them in writing. To avoid infringement, Xerox may modify or substitute an equivalent Xerox -brand Product, or obtain any necessary licenses. Xerox is not liable for any infringement based upon a Xerox -brand Product being modified to Customer's specifications, or being used or sold with products not provided by Xerox. 15. Limitation of Liability. Except for personal injury (including death), property damage, or intellectual property indemnity indemnification obligations set forth in the Contract, or as otherwise provided herein, Xerox will not be liable to Customer for any direct damages relating to the Contract or any Order written hereunder in excess of the sum of the amounts paid and to be paid during the initial Term of the applicable Order. Neither party will CO -Eagle County Government 09- 18- 12.doc Page 3 of 8 JJDB (09/2012) M= 2- 3A/B- 8- 10- 15- 23A- 24- 31- 32 -36 -37 A= 11H -30 -35 -41-42 be liable to the other for any special, indirect, incidental, consequential or punitive damages arising out of or relating to the Contract or any Order written hereunder, whether the claim alleges tortious conduct (including negligence) or any other legal theory. 16. Force Majeure. Xerox will not be liable to Customer during any period in which its performance is delayed or prevented, in whole or in part, by a circumstance beyond its reasonable control. Xerox will notify Customer if such a circumstance occurs. 17. Payment. All payments are due within 30 -days of the invoice date. Restrictive covenants on payment instruments will not reduce Customer's obligations. 18. Taxes. Customer is responsible for all applicable taxes, fees, or charges of any kind, unless Customer provides proof of its tax exemption status. 19. Late Charges & Default. A. Late Charge. If a payment is not received by Xerox within 10 -days after the due date (40 days after the invoice date). B. Default. Customer will be in default under an Order if Xerox does not receive any payment within 15 days after the date it is due (45 -days after the invoice date) or Customer breaches any other obligation under the Contract, or any Order. Customer will pay all reasonable costs, including attorneys' fees, incurred by Xerox to enforce the Contract or any Order. 20. Assignment. Except for assignment to a parent, subsidiary, or affiliate of Xerox, or to a third party for the purposes of securitizing an Order as part of a financing transaction, which assignment by Xerox may be without prior notice to or consent from Customer ( "Permitted Assignment "), neither party will assign any of its rights or obligations under the Contract without prior written consent of the other party. In the event of a Permitted Assignment: (a) Xerox may, without Customer's prior written consent, release to a proposed assignee information Xerox has about Customer related to the Contract; (b) the assignee will have all of the rights but none of Xerox's obligations hereunder; (c) Customer will continue to look to Xerox for performance of Xerox's obligations under the Contract; (d) Customer waives and releases the assignee from any claims relating to or arising from the performance of Xerox's obligations hereunder; (e) Customer will not assert any defense, counterclaim, or setoff Customer may have against an assignee; and (f) Customer will remit all payments to Xerox. 21. Amendment. All changes to the Contract or any Order must be made in writing and signed by both parties. 22. Notices. A. Unless provided otherwise in the Contract, notices under the Contract or any Order must be sent in writing to the party's address identified in the Contract. Notices will be deemed given 5 days after mailing by first class mail, 2 days after sending by nationally recognized overnight courier, or on the date of electronic confirmation of receipt of a facsimile transmission, when followed by mailing of such notice as provided herein. B. Invoices are not considered notices under the Contract. All payment related notices under an Order will be sent: (a) to Customer at the "Bill to" address in the Order, and (b) to Xerox at the inquiry address on the most recent invoice. 23. Miscellaneous. A. Governing Law. The Contract is governed by the laws of the State of Colorado (without regard to conflict -of -law principles). In any action to enforce the Contract or any Order under the Contract, the parties agree (a) to the jurisdiction and venue of the fifth judicial district of Eagle County, Colorado and the federal courts in Colorado, and (b) to waive their right to a jury trial. B. Severability. If a court finds any term of the Contract or any Order unenforceable, the remaining terms will remain in effect. C. Waiver. The failure by either party to exercise any right or remedy will not constitute a waiver of such right or remedy. D. Communication. Customer authorizes Xerox or its agents to communicate with Customer by any electronic means, including cellular phone, email, automatic dialing, and recorded messages, using any phone number (including cellular) or electronic address Customer provides to Xerox. E. Contract Documents. Each party may retain a reproduction (e.g., electronic image, photocopy, and facsimile) of the Contract and each Order under the Contract, which will be admissible in any action to enforce it. F. Data Security. Certain models of Equipment can be configured to include a variety of data security features. There may be an additional cost associated with certain data security features. The selection, suitability, and use of data security features are solely Customer's responsibility. Upon request, Xerox CO -Eagle County Government 09- 18- 12.doc Page 4 of 8 JJDB (09/2012) M= 2- 3A/B- 8- 10- 15- 23A- 24- 31- 32 -36 -37 A= 11H -30 -35 -41-42 will provide additional information to Customer regarding the security features available for particular Equiprnent models. G. Compliance With law. Both parties will comply with applicable federal and state laws. Xerox will not charge or collect any amounts in excess of those allowed by applicable law. Lease Terms 24. Non - Cancelable Agreement. EXCLUDING TERMINATIONS OR CANCELLATIONS ASSOCIATED WITH FUNDING NON- APPROPRIATION OR AN UNCURED XEROX DEFAULT, LEASE ORDERS CANNOT BE CANCELED OR TERMINATED. 25. Title and Risk of Loss. Title to the Equipment remains with Xerox until Customer exercises its Purchase Option. Risk of loss or damage to the Products passes to Customer upon delivery. Customer will insure Products against loss or damage. You agree that: (a) the Equipment will remain personal property; (b) you will not attach the Equipment as a fixture to any real estate; (c) you will not pledge, sub - lease, or part with possession of the Equipment or file, or permit to be filed, any lien against the Equipment; and, (d) you will not make any permanent alterations to the Equipment. 26. Lease Order Taking Term. The initial term for any Lease Order will be either 36 or 60 months as stated in the Individual Agreement or Order. 27. Lease Term. The Term for each Individual Order will commence on the Installation Date and will expire on the last day of the final full calendar month of the contracted term of the Order. Unless either party provides notice of termination at least 30 -days before the expiration of the initial Term, it will renew on a month -to- month basis at the same prices, and the same terms and conditions. During this renewal period, either party may terminate the Individual Order 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. 28. Price Structure and Billing. The Minimum Lease Payment, which may include a guaranteed number of copies (copy allowance), plus any additional Print Charges covers the cost of (a) the use of the equipment; (b) the equipment's maintenance; and (c) consumable supplies, if applicable. The Minimum Lease Payment will commence following Equipment installation and is billed monthly. Charges for excess prints will be reconciled and billed monthly or quarterly, as applicable in arrears. 29. Fixed Pricing. Except as otherwise set forth herein, The Minimum Payment will not increase during an Individual Agreement's or Order Initial Term. Following the completion of the Individual Agreement or Order Initial Term, Customer can continue an Individual Agreement or Order on a month -by -month basis at the same terms and prices. The Agreement may be terminated during this month -to -month extension term with 30 -days prior written notice without penalty. 30. FMV Purchase Option. If not in default hereunder, Customer may purchase the Equipment, "AS IS, WHERE -IS" and WITHOUT ANY WARRANTY AS TO CONDITION OR VALUE, at the end of the initial Term of a Lease Order for the equipment's then current fair market value, as determined by the Gartner Group.. 31. Xerox Default and Customer Remedies. Customer may terminate an order if Xerox fails to deliver the requested equipment or services, providing the Customer notifies Xerox in writing of the specific performance failure and provides Xerox 30- calendar days to correct the performance shortfall. The County can terminate the order without penalty if the performance failure isn't corrected to the contracted specification within 30 days. 32. Customer Default & Xerox Remedies. Excluding cancellations associated with funding non - appropriation or an uncured Xerox default, if Customer defaults under the Contract or any Order, Xerox may, in addition to its other remedies (including cessation of Maintenance Services), remove the Equipment at Customer's expense and require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of: (a) all amounts then due; (b) the Minimum Lease Payments (less the Maintenance Services and Consumable Supplies components thereof, as reflected on Xerox's books and records) remaining in the Equipment Order Term, discounted at 4% per annum. If the equipment is not released in the same condition as when delivered, reasonable wear and tear expected, within 30 -days of Xerox's default notice, Customer will also be billed the applicable fair market value Purchase Option. Prior to declaring the formal default, Xerox will provide the Customer written notice describing the default and provide the Customer 30 -days to resolve the issue to the contract specification. 33. Finance Lease. A LEASE ORDER UNDER THE CONTRACT IS A "FINANCE LEASE" UNDER ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE AND, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED UNDER THE CONTRACT, AND TO THE EXTENT PERMITTED BY COLORADO LAW, CUSTOMER WAIVES ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A, Sections 527, 528, and 529. CO -Eagle County Government 09- 18- 12.doc Page 5 of 8 JJDB (09/2012) M= 2- 3A/B- 8- 10- 15- 23A- 24- 31- 32 -36 -37 A= 11H -30 -35 -41-42 Purchase and Maintenance Terms 34. Purchase Order Taking Term. Customer can acquire additional equipment as set forth in the attached Purchase Pricing Exhibit for 60- months following the effective date of the Contract. 35. Cash Purchase. A. Title and Risk. Title and risk of loss to Equipment will pass to Customer upon delivery and installation of the Equipment. Until the products are paid for in full Customer will insure the Product against loss or damage. B. Payment. Customer's payment under a Cash Purchase Order shall consist of the Net Price amount for the Equipment purchased there under. C. Customer Default & Remedies. If Customer defaults under the Contract or a Cash Purchase Order, Xerox, in addition to its other remedies (including the cessation of Maintenance Services if applicable), may require immediate payment of all amounts then due, plus interest on all amounts due from the due date until paid as allowed under Colorado law. 36. Maintenance Terms for Customer Owned Equipment A. Maintenance Availability. Customer can place additional Equipment orders at the quoted contract price for 60- months following the Agreement effective date. B. Individual Maintenance Agreement Term. An Individual Maintenance Agreement will commence at the end of any warranty period and expire on the last day of the 60th full calendar month thereafter, as applicable. C. Payment. Each Minimum Periodic Base Charge, i.e., the flat month service fee, along with the Copy /Print Charges, cover Customer's cost for the Equipment's maintenance, provided as Maintenance Services in an Individual Maintenance Agreement written hereunder. The Minimum Periodic Base Charge will be billed in the month due and Print Charges are billed in arrears. D. Fixed Pricing. The Minimum Payment and Print/Supply Charges will not increase during the initial 60- months of an Individual Maintenance Agreement. Thereafter, Xerox may annually increase the Minimum Payment and Print/Supply Charges with thirty (30) days prior written notice. E. Renewal. Xerox will notify Customer at least 30 -days prior to the expiration of the then - current term of each Individual Maintenance Agreement and, unless a cancellation notice is received from Customer, or provided to Customer by Xerox, prior to the expiration of the then - current Maintenance Agreement term, the Individual Maintenance Agreement will automatically renew for a term of the same number of months as the initial Term. F.Flexible Cancellation. An individual Maintenance Agreement can be terminated without penalty with 30- days prior written notice. Software 37. Software License. Xerox grants Customer a non - exclusive, non - transferable license to use (a) operating software and accompanying documentation provided with the Xerox -brand Equipment supporting equipment features and data overwrite capability ( "Base Software ") only with the Xerox -brand Equipment with which it was delivered" only on any single unit of equipment for as long as Customer is current in the payment of monthly fees. "Base Software" and "Application Software" are referred to collectively as "Software ". A. Customer has no other rights and may not: (a) copy, distribute, modify, create derivatives of, decompile, or reverse engineer Software; (b) activate Software delivered with the Equipment in an inactivated state; or (c) allow others to engage in same. B. 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 subsection. C. The Base Software license will terminate upon the expiration of any Individual Agreement under which Customer has leased the Equipment, unless Customer has exercised an option to purchase the Equipment; D. Neither Xerox nor its licensors warrant that Software will be free from errors or that its operation will be uninterrupted. E. The foregoing terms do not apply to Diagnostic Software or to software /documentation accompanied by a clickwrap or shrinkwrap license agreement or otherwise made subject to a separate license agreement. 38. Software Support. Xerox will provide the software support set forth below ( "Software Support"). For Base data security and remote diagnostics supporting a number of the da 9 Software included with the equipment supp g Y features of the equipment. Software Support will be provided during the Term of the applicable Order and any CO-Eagle County Government 09- 18- 12.doc Page 6 of y JJDB (09/2012) M= 2- 3A/B- 8- 10- 15- 23A- 24- 31- 32 -36 -37 A= 11H- 30- 35 -41 -42 renewal period. For Application Software, Software Support will be provided as long as Customer is current in the payment of all monthly fees. Prior to declaring the formal default, Xerox will provide the Customer written notice describing the default and provide the Customer 30 -days to resolve the issue to the contract specification. 39. A. Xerox will maintain a web -based or toll -free hotline during Xerox's standard working hours to report Software problems and answer Software- related questions. B. Xerox, either directly or with its vendors, will make reasonable efforts to: (a) assure that Software performs in material conformity with its intended purpose; 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 Customer. Xerox will not be required to provide Software Support if Customer has modified the Software. C. New 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. New releases of Software that include new content or functionality ( "Feature Releases ") will be subject to additional license fees at Xerox's then - current pricing. Maintenance Releases, Updates, and Feature Releases are collectively referred to as "Releases ". Each Release will be considered Software governed by the Software License and Software Support provisions of the Contract, unless otherwise noted. Implementation of a Release may require Customer to procure, at Customer's expense, additional hardware, and /or software from Xerox or another entity. Upon installation of a Release, Customer will return or destroy all prior Releases. 40. Diagnostic Software. Software used to maintain the Equipment and /or diagnose its failure or substandard performance (collectively "Diagnostic Software ") is embedded in, resides in, or may be loaded on the Equipment. Title to Diagnostic Software will remain with Xerox or its licensors. Customer agrees that Customer's acquisition of the Equipment does not grant Customer a license or right to use Diagnostic Software for any purpose, or allow third parties to do so. Customer agrees at all times to allow Xerox reasonable access to the Equipment to access, monitor, and otherwise takes steps to prevent unauthorized use or reproduction of Diagnostic Software, provided that such access to your facility will be during normal business hours. Miscellaneous 41. Prohibitions on Public Contracts for Services. For services to be provided under this Agreement, Xerox shall comply with C.R.S. § 8- 17.5 -101, et seq., regarding Illegal Aliens — Public Contracts for Services, and this Contract. By execution of this Contract, Xerox certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that Xerox will participate in the E- verify Program or other Department of Labor and Employment program ( "Department Program ") in order to confirm the eligibility of all employees who are newly hired for employment to perform work under this Contract. A. Xerox shall not: a) Knowingly employ or contract with an illegal alien to perform work under this contract for services; or b)Enter into a contract with a subcontractor that fails to certify to Xerox that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. B. Xerox has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in the E- verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E- verify program can be found at: http:// www .dhs.crov /xprevprot/programs /gc 1185221678150.shtm C. Xerox shall not use either the E- verify program or other Department Program procedures to undertake pre - employment screening of job applicants while the public contract for services is being performed. D. If Xerox obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, Xerox shall be required to: a)Notify the subcontractor and the County within three days that Xerox has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and b)Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (D) the subcontractor does not stop employing or contracting with the illegal alien; except that Xerox shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. CO -Eagle County Government 09- 18- 12.doc Page 7 of 8 JJDB (09/2012) M= 2- 3A/B- 8- 10- 15- 23A- 24- 31- 32 -36 -37 A= 11H -30 -35 -41-42 E. Xerox shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. § 8- 17.5- 102(5). F.If Xerox violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated specifically for a breach of this provision of this Contract, Xerox shall be liable for actual and consequential damages to the County as required by law. G. The County will notify the office of the Colorado Secretary of State if violates this provision of this Contract and the County terminates the Contract for such breach. 42. Attachment. The County's Request for Proposal for Proposal for Multifunctional Office Printers and Xerox's Proposal dated February 10, 2012 are incorporated into this Agreement by reference. Should there be a discrepancy between the various documents the order of precedence shall be (1) this contact, (2) the County's Request for Proposal, and (3) the Xerox Proposal. This Agreement constitutes the entire Agreement between the parties and as to its subject matter and supersedes all prior oral and contemporaneous oral and written agreements. The parties, by their representatives signing below, certify that their respective signatories are authorized to execute this Agreement. Ea • le Count Gover Xerox Corporation /f Signature: / / i.. Name (please Print) L : J • _ .i L , L L ' (! ` Title: kIZVIA (i, � Qci „` r(4 /Lq Date: IV I l t--- 71o -L CO -Eagle County Government 09- 18- 12.doc Page 8 of 8 JJDB (09 /2012) M= 2- 3A/B- 8- 10- 15- 23A- 24- 31- 32 -36 -37 A =11 H -30 -35 -41-42 4*F „ - *.:, #.. yaw ," «:. 11:°:41';'' . . , - ' ' ' * ' ' , 'Vv* ''' - - „ '.'' '''''''tif,„{T:',' t,, 1 " � �' ''' v "'=` yr a✓?. ", ,rw r�, hop w:;,,�; „�c *� `rro' ..,-." — Request for Proposal Multifunction Office Printers Eagle County Government February 10, 2012 Nigh Country Copiers r- ea9te 1 s „ cue c«a,tus xe rox xerox,k ,I Authorized Sales Agent Notwithstanding anything to the contrary in the RFP, Xerox's response ( "Response ") is proprietary to Xerox; is valid for ninety (90) days; may only be circulated to employees within your organization with a specific need to know its contents for them to review, evaluate and analyze it and to discuss it with Xerox; and, shall not be disclosed by you or any of your employees to any other person or business entity without the prior written consent of Xerox. No rights of ownership in the Response are transferred to you. Should Xerox receive an award under this RFP, Xerox will undertake appropriate efforts to negotiate mutually satisfactory final and binding terms and conditions. Nigh Country Copiers xerox �Q i Summit & cake cau.ltus xerox jr) Authorized Sales Agent WW1. X0rOX COT February 10, 2012 Scott Lingle Eagle County Government 500 Broadway Eagle, CO 81631 -0850 Dear Mr. Lingle: Xerox has extensive experience helping clients accomplish document management goals. The Xerox account team is pleased to provide this Proposal. We have reviewed the County's Request for Proposal ( "RFP ") and have prepared the requested Lease Proposal for your consideration. Please note that Xerox agrees to negotiate a solution that is acceptable to both parties if any of the below clarifications or Additional Terms are inconsistent with Colorado law, or are otherwise unacceptable to the County. Our team is also prepared to discuss our Proposal in detail, and adjust our proposed equipment, support services, terms, and /or price offering based on the County's final requirements. Should Xerox be awarded this RFP, Xerox agrees to negotiate a Contract that incorporates the mutually agreed terms contained in the County's RFP, this document, and any additional negotiated item(s). We believe our mission begins with addressing your immediate needs and continues with a responsibility to identify follow -on services that respond to future changes in document output and management needs across the enterprise. It is this philosophy, coupled with a powerful combination of technology and services that enables Xerox to deliver tremendous results for our clients. Regards, //ca Heath Talbot Account Executive High Country Copiers, the local Authorized Xerox Sales Agent 27 Main St, Suite 302A, Edwards, CO 81632 Intentionally Left Blank Table of Contents Executive Summary Proposal Format 6 Bond and Insurance Requirements 6 Method of Payment 6 RFP Specifications 7 Additional Required Information 11 Respondent contact information 11 Maintenance management of equipment 11 Experience of key personnel 13 Quality and reliability of proposed equipment 14 Other documentation 14 Variations 15 Exhibit(s) 16 Band Pricing Sheets Xerox Attachment(s) Attachment 1 — Certificate of Insurance Attachment 2 — Customers (Eagle, Garfield, Pitkin, Summit Counties) Attachment 3 — Clarifications to the RFP Attachment 4 — Sample of Lease Agreement Attachment 5 — Product Specifications for Recommended Models Attachment 6 — Third -Party Reports (BLI, BERTL) Xerox Confidential — Business Proprietary Information Intentionally Left Blank Xerox Confidential — Business Proprietary Information Executive Summary Documents are a critical part of the equation to improve employee performance. Having an effective document management program can enhance many work processes. In today's work environment, documents exist in many forms. With the use of digital, multifunction systems, managing electronic and paper document content can be simplified and streamlined for added efficiency and productivity. Eagle County Government is soliciting proposals for Multifunction Office Printers. We have reviewed your RFP and have prepared our Response to address your stated requirements. By partnering with Xerox and High Country Copiers, you will have the opportunity to reap the benefits of our commitment to R & D, knowledge management and our experience in providing value and cost savings with fully integrated solutions. Equipment Performance and Operation Demonstrated Excellence in Productivity You can expect our equipment to perform at peak levels and provide optimum output. The County can be assured of this level of product performance and output as Xerox products continuously lead the industry, as supported by awards and tests by Gartner Group, Buyers Laboratory Institute, BERTL, and Better Buys for Business. The equipment we have recommended for Eagle County Government is the latest digital, multifunction models designed for maximum productivity, quality output and flexibility. When connected, some of the ways in which these devices provide the highest level of productivity in the industry include: ✓ Able to do many tasks simultaneously. Because of our SMartTM Network Controller our devices are capable of multitasking. That is, they are designed with separate subsystems built in to handle printing, copying, network scanning /emailing and faxing simultaneously. Unlike a "multifunction" device, our models can multitask and thus, can do "many tasks" at one time. You can be copying, while printing is finishing and a fax is being received. Devices that "multitask" deliver benchmark productivity. ✓ 2 to 3 times faster effective print speed. Based on Printer Productivity testing conducted by Buyers Laboratory Inc., Xerox multifunction devices demonstrated a 2 to 3 times faster "effective print speed" than competitive devices. In fact, the innovative design of our SMartTM Controller delivers the fastest effective print speed in the industry. ✓ Saves time for users. While "multitasking" is important, so is keeping user informed about job status. Xerox device design allows us to support a wide range of features to keep you informed about jobs at your desktop, at the device, and over the Internet. Users are better able to avoid wasted time and supplies, missed deadlines and numerous calls to the IT help desk. • Job queue management tells you what jobs are printing and where your jobs are in the queue at all times. You can easily promote, release or delete jobs. • With a bi- directional print driver, users receive feedback whenever the device needs attention. No more wondering why the device is not printing. A user can easily view current job queue status or know when the device is out of paper or toner. • With a web server built into our devices, it is simple and easy for a user to submit jobs to any device on the network or even from another office when connected to your network. Xerox Confidential — Business Proprietary Information 1 Secure — Focus on Protecting Data Xerox systems, software and services comprehend and support internationally recognized security standards and the latest governmental security regulations. Our approach to multifunction device security encompasses all features and functions of the device perform. Xerox devices are the only devices on the market that have achieved National Information Assurance Partnership (NIAP) certification on the total system. Xerox is committed to providing products that are certified in accordance with ISO 15408, the Common Criteria for IT Security Evaluation (CC). Xerox digital security solutions lock down mission - critical information to ensure it does not fall into the wrong hands. Xerox systems, software and services comprehend and support internationally recognized security standards and the latest governmental security regulations. Our approach to multifunction device security encompasses all features and functions the device performs. Common Criteria Certification provides third -party validation that Xerox can help you keep highly sensitive information safe in several ways, including: • Security features such as disk encryption and image overwrite make image data left on hard drives undecipherable. • Secure Fax ensures that no one can get into your network via a phone line connection. • All transmissions between remote hosts and the multifunction devices can be secured with HTTPS /SSL, IPSec or SNMPv3. • Network Authentication is supported for scan to file and scan to email functions validating the user against Windows® Active directory® for use of these functions. • The Lightweight Directory Access Protocol (LDAP) query lookup can be enabled to provide integration with Microsoft® Exchange, Lotus Notes®, and POP3 (Post Office Protocol 3) email servers. The "from" field is automatically populated when the user is authenticated and cannot be changed. • A security audit log tracks activity at the device. • Access control from remote hosts can be controlled with IP Filtering. The device supports 802.1X protocol for Layer 2 authentication. • Secure access via employee ID Because security is a major concern for IT departments, Xerox has introduced and can provide a quote and additional information on a flexible and convenient identification system that integrates with an existing employee ID badge solution. With "Secure Access" users can log into a Xerox multifunctional device with a swipe of their magnetic or proximity ID card. For an extra layer of security, a PIN or password may be required. This gives users quick, easy, and secure access to functions that need to be tracking for accounting or regulatory requirements. Designed with Sustainability in Mind Xerox is committed to producing waste -free products in waste -free facilities to promote waste -free offices for our customers. Our aim is to design products, packaging and supplies that make efficient use of resources, minimize waste, reuse material where feasible and recycle what cannot be reused. As a leading provider of digital systems, paper, and toner, Xerox Corporation plays an important role in influencing the sustainability of our environment. Our approach to managing products at end -of -life translates into significant environmental and financial benefits. Xerox believes that industry must do its part to reduce increased concentrations of greenhouse gas emissions in the atmosphere. The consensus in the scientific community is that these concentrations — largely the result of the accelerated burning of fossil fuels to meet growing energy demand — increase the risk of global climate change. Xerox contributes to reduced energy demand through its energy - efficient product designs and strategies for the end -of -life of equipment. Xerox Confidential — Business Proprietary Information 2 All equipment proposed is Energy Star compliant. Each new generation of Xerox products offers increased functionality while conserving energy and materials as well as requiring fewer hazardous substances throughout the product life cycle. Hundreds of Xerox products have met the environmental performance requirements of the world's most widely recognized certifications including Canada's Environmental Choice EcoLogo and the international Energy Star. Xerox has long worked toward minimizing the use of hazardous substances in our products. In support of this objective, we apply strict internal standards and have deployed requirements to our suppliers governing the use of chemicals in Xerox products, parts and supplies. The standard, EHS 1001: Xerox Environmental, Health and Safety Supplier Requirements: Chemical Bans /Restrictions and Part Marking, establishes requirements for regulatory compliance, chemical bans and restrictions and parts marking for parts and materials intended for use in electronic products. All suppliers must meet these requirements as a condition of doing business with Xerox. Xerox also strictly controls the chemical content of our consumable items (toner and paper) that further restricts the use of substances. Vendor Performance Since reliability and uptime are always a high priority, we have designed our products to include an onboard, volume- driven diagnostic tool. The tool can track maintenance intervals, usage of all high - wear items, and can track the number of impressions being produced. Based on manufacturer standards, threshold levels are set for each model and its components. When a component reaches the threshold level, an indicator flag will appear. As part of our preventative maintenance process, the Customer Service Engineer, will performing maintenance on your equipment, will review all of the flags and replace any parts that have exceeded the recommended threshold level, as well as review any items that are close to threshold level. Xerox has set the standard for service delivery, and industry leaders agree. Xerox Services has won numerous awards and met rigorous certification standards including the J.D. Power Associates program for Certified Technology Service and Support*. An Outstanding Customer Service Experience" More noteworthy recognition came in 2011... Xerox has been inducted into JD Power's Hall of Fame! Providing excellence in service requires both factory- certified personnel and the use of OEM parts. Because of a well- defined parts distribution system, we can provide parts locally or overnight thus minimizing any potential downtime. Some of the additional advantages our service provides are rapid call acknowledgement and total service call closure, free software upgrades and patch installation and application support via a toll -free hotline. Xerox Confidential — Business Proprietary Information 3 Xerox offers the benchmark guarantee in the industry: Called the Total Satisfaction (TSG), the guarantee covers every Xerox product that we offer. In short, it states: As part of being continuously maintained Xrrt�ti'` 7,�i I 1- k,.rrlsni by an authorized Xerox service Saf,f ° g° ' "'",, tAuiantec professional, the County retains the�� exclusive right to have products replaced 44 tr « when they fail to meet your expectations. You decide when you're satisfied. One Vendor = Additional Value Xerox is the only American corporation to continue to manufacture, sell, service and finance the equipment it offers. Having a single vendor responsible for it all, means one call to one company to get questions answered or to get help. We are committed to offering the very best value for your investment. Some of the value we offer is as follows: ✓ Credit you for service copies — Xerox routinely provides copy credits for copies made during service calls. At the completion of each service call, the Customer Service Engineer will report copies made during a repair. Credit for these copies reflected on a future invoice. ✓ No fuel surcharge — Though fuel costs may change, Xerox does not include a fuel surcharge. ✓ ONE CLICK charge for all sizes - Xerox, like other vendors, have an option to set their meters based on output size. Some examples found in the industry include: letter, 1 click, ledger, 2 clicks and legal, 1.3 clicks. Xerox meters are configured to charge one click for all sizes of paper used in the office. ✓ No charge for toner shipping and delivery — When comparing vendors based on the total cost of a solution, cost of shipping and delivery are not included. Typically, in the initial year there is no cost, but when the service agreement is renewed these charges begin to appear. ✓ No charge for scans - With a continuing movement toward converting hardcopy to electronic formats, scanning software applications are becoming very robust including capabilities such as scan -to- email, scan -to- desktop, and scan -to -web or scan -to -file. With the trend toward digital documents comes the risk of lost service revenues to the service provider whose fees are traditionally based solely on pieces of paper coming out of a machine. To cover the costs associated with maintaining a document feeder with less hardcopy output, some vendors are billing for each scan. With Xerox, you will enjoy UNLIMITED SCANNING with NO PER SCAN FEE. ✓ No payments to technicians to contain parts or shorten the call duration — Because we want our technicians focused on providing the best level of service, we do not compensate them for "not replacing" parts. And, we offer more value when you acquire your equipment under a Xerox lease agreement. Most important, our leases are "all- inclusive." This means you can reserve your cash and working capital which gives you more capital to allocate to core business activities and budget more accurately based on known monthly equipment and maintenance prices. Xerox Confidential — Business Proprietary Information 4 ✓ No payments in advance ✓ No security deposits ✓ No charge for equipment return at end of contract ✓ No automatic renewal that locks you in for up to an additional 12 months – If you are undecided at lease expiration, your lease continues from month to month. ✓ No cash outlay for property taxes – Xerox pays when applicable. ✓ No advance lease payments – you pay in arrears When comparing a vendor's financing options, some vendors do not disclose "incidental costs." With Xerox, there are NO hidden costs. By comparing the entire lease offering, you could save money, time and avoid future headaches. Vendor lease programs are not all the same. Xerox leases are flexible. ✓ You can protect your investment from obsolescence due to changes in business requirements, by upgrading to a new device or adding an additional option to an existing device. ✓ Additional flexibilities include delayed payments, payment frequencies, contract extensions and the refinancing of prior lease obligations. Our dedication to knowing and growing with the County is what sets Xerox apart from our competitors. We strive to understand your current environment and challenges, and then work with you to provide the best fully- integrated solution —one that will improve efficiency and reduce costs. When future business requirements change, we can be there to offer additional value -add services such as managed print services and mailroom services to name a few. Xerox also works with several strategic business partnerships whose offerings are full integrated with our products can extend the capability of your equipment. Xerox Confidential — Business Proprietary Information 5 Eagle County Government Xerox Response Proposal Format Proposals shall be as thorough and detailed as possible so that Eagle County may properly evaluate Respondent capabilities to provide the required goods /services. County may request Respondents to supplement initial proposals. • Quoted devices should meet all specifications as detailed in Exhibit A - Specifications. Xerox Response The redommended models meet and /or exceed all stated specifications . Pricing information should be completed thoroughly for all requested bands as detailed in Exhibit B - Band Pricing Sheets. Xerox Response Please see section Exhibits for completed Band Pricing Sheets. . Other requested information should be provided as described in Exhibit C - Additional Required Information. Xerox Response This information is provided in section Additional Required Information (page 11) of this Response. . By responding to this RFP, Respondents acknowledge and agree to the following: i. I or the firm submitting the response acknowledges the right of the County in its sole discretion to reject any or all proposals submitted and that any award(s) may be made in the sole discretion of County. ii. I or the firm submitting the proposal agrees that the d iscretion of the County in s election of successful Respondent(s) shall be final, n of subject to review or attach and a cknowledge that the submittal is made with full knowledge of the foregoing and in full agreement thereto. iii. By submission of a proposal I or the firm acknowledge that the County has the right to make inquiry or investigations it deems appropriate to substantiate or supplement information contained in the proposal or related documents. County shall not be responsible for Respondents costs or expenses in responding to this RFP. Xerox Response We understand these requirements and are in agreement. Bond and Insurance Requirements • There are no bonding requirements for this solicitation. • Documentation shall be provided for Worker's Compensation and $1,000,000 in General Liability Insurance. Xerox Response Please see section Xerox Attachments for a copy of our insurance certificate. Meth d of Payment The Respondent shall submit invoices on a frequency agreed upon with the County. Invoices should include the following information for each machine: Xerox Confidential — Business Proprietary Information 6 • Machine location and address. • Model and Serial Number. • Monthly or Quarterly Volumes. • Invoicing /billing format should be broken out by location. Xerox Response We can meet these requirements. RFP Specifications • Band 1 — 25+ PPM- Qty Needed:13 • Band 2 — 50+ PPM- Qty Needed:14 • Band 3 — 75+ PPM- Qty Needed:02 29 The County is requesting leasing costs for approximately twenty -nine (29) differently configured copier /printers. All machines quoted under Exhibit B band pricing sheets must include: • Base configuration of Copy /Print/Scan to file & email. • Color output capabilities. • Optional additions of fax, stapling, USB print/Scan, mobile printing, stapling, folding, hole punch, and an open architecture technology platform (the technology that allows an MFP to integrate with applications and functionality not native to the device that will allow in -house developers, independent software vendors and system integrators to deliver customized solutions hosted on an MFP). • 4 Paper Trays Minimum. • Copy /Print electronic usage tracking. • Minimum 600x600 DPI print quality. • True multi- tasking capabilities where scanning /faxing can be performed concurrent with print/copy jobs. • Security must include encrypted hard drive. • PCL 6 & Postscript 3 PDL (Page Description Language) capability. Xerox Response The recommended equipment meets and /or exceeds these requirements. All costs associated with the lease shall be included in the proposal such as: . All equipment baseline configurations is as a copier /printer /scan to file and email. Xerox Response The recommended equipment meets these requirements • All equipment must be new. Xerox Response The recommended equipment meets these requirement Xerox Confidential — Business Proprietary Information 7 • Lease must be provided by manufacturer. Xerox Response Xerox finances all solutions and does not use third party financing. • Monthly lease price and associated price per image includes maintenance and supplies (excluding paper and staples). Xerox Response The Xerox lease offering includes the cost of the specific equipment mainframe /accessory configuration, the equipment's shipment, freight, and normal inside delivery and removal, its physical installation and network connection, and user training. These services are included in the Monthly Base Charge. All black/white impressions will be billed at the quoted cost - per -copy rate. The cost - per -copy rate includes the cost of the equipment's maintenance (including labor, transportation, and parts), and standard operating supplies (toner, developer, staples, fuser agent, and copy cartridges). The Monthly Minimum and Print Charges will remain fixed for the entire 36 or 60 month term. • Lease and price per image pricing must include insurance and be fixed for the entire lease term. Price per image pricing will include a single click rate for both 8.5" x 11" as well as 11" x 17" with no charge for scanning. Xerox Response The recommended equipment meets these requirement. • Pricing should include network installation assistance to be coordinated through the Eagle County IT Department. Vendor to provide a minimum of 2 hours /machine on -site analyst support necessary to successfully connect equipment to network and provide printing and scanning functionality. Xerox Response We can meet this requirement. In addition to end -user and key operator training, Xerox will provide technical training as specified. Training for your IT staff is delivered by an experienced Xerox Systems Analyst. We can customize training based on specific needs of your organization. Training topics covered typically include: • Configuring the product for integration into your network • Setting up printer queues, scan to file option, configuring default scan template and custom templates • Installing and using print drivers • Installing and using the desktop image software provided with many Xerox scanning solutions • An overview of features of print drivers, scan to file and network faxing • Using web based printer access for remote configuration, administration and troubleshooting • Unlimited staff training. Xerox Response Xerox provides end -user training for all of our products. As part of the implementation planning phase, training requirements and delivery is defined and scoped out. This training is completed on -site, at times you designate, at no charge to you. Ongoing training is available when needed and upon request at no charge. Xerox Confidential — Business Proprietary Information 8 During implementation planning, a the im lementation lannin training schedule will be jointly developed and coordinated by 9 the Xerox team and your personnel. The duration of the training sessions varies depending upon the configuration of your Xerox solution and the options you have purchased. Xerox will provide your employees detailed, on -site training for both key operators and end users. Examples of topics that are covered during training include: • Control panel overview, power on /off, paper loading • Option selections such as copying one -sided and two -sided copying • Reduce /enlarge capabilities • Loading paper and adjusting tray sizes • Image adjustments and quality options, image shift • Original input /output format, transparencies, booklet creation, multi -up, inverted images, covers and inserts • Job assembly and job build, stored programming options • Features of the print driver • Sending jobs for print • Training on options, if included in solution, such as faxing, scanning More training can be provided for Key Operators who are typically designated as key contact(s) for particular area(s) or product(s). This training can include: • Device maintenance • Cleaning the machine • Changing the Smart Kit (customer replaceable unit) • Adding new staple cartridges • Troubleshooting, fault messages and paper jam clearance • Placing service calls To ensure you are able to provide training in the future for new employees, we deliver with each unit CD -ROMs containing computer -based training and user documentation. The training and information CD features animated tutorials and interactive screens describing basic product features and capabilities. You can load the CD onto a server so multiple users can access it, or it can be run from an individual PC. Each user can learn at his or her own pace and at his or her own convenience, with the option to review what they have learned at any time. • Copy /print credits will be issued for all copies /prints determined not acceptable by the county including all copies/ prints run by service technicians. Xerox Response Xerox routinely issues credits for unusable and service generated copies /prints. • Defective equipment will be replaced at the request of and at no expense to the County with a like kind machine. Xerox Response If Xerox cannot repair your product to full working order, at your request, Xerox will replace it with an identical product or another product of equal or greater capabilities -- that's our Total Satisfaction Guarantee. Xerox Confidential — Business Proprietary Information 9 • Equipment will be removed at end of lease with no additional charges (Freight on board, etc.). Xerox Response Standard delivery and removal are included. The County does not have to arrange for and pay for shipment of equipment to be returned at the end of the contract. • All used supplies must be recycled by manufacturer at no additional cost to the County. Xerox Response Xerox maintains a return and recycling program that simplifies the way customers return toner and supplies and expands the company's effort to keep billions of pounds of waste out of landfills. Xerox is partnering with Close the Loop, one of the world's largest recyclers of imaging supplies that specializes in cartridge returns. Close the Loop will collect customers' returns and manage the recycling on behalf of Xerox using a patented material separation process that recovers used materials for reuse in new printer cartridges and other products. • No sales or property taxes shall be charged or included in this bid. Xerox Response The County will not pay filing fees for UCC forms, payments in advance and property taxes. • Availability of loaners to replace units during repairs if unit requires off site shipment. Xerox Response The Xerox Sales Agent, High Country Copiers, servicing your account has agreed to supply a temporary low volume loaner unit capable of meeting your priority work until the non - performing device is either repaired or replaced. • Additional required spare parts and any other consumables. Xerox Response A Xerox Full Service Maintenance Agreement (FSMA) maximizes your product's productivity and ensures your investment in technology pays off. The FSMA includes all parts, labor, maintenance and travel for your product's operating hardware and software. Also, included are consumable supplies such as user - installable cartridges, toner and fuser. Not included are staples, paper and other specialty supply items like binding tape. • Security deposits. Xerox Response The County will not have to pay upfront security deposits. • Upgrade costs. Xerox Response Please remember that the Xerox offering is based on a firm 36 or 60 -month equipment installation term that can only be terminated due to fiscal year funds non - appropriation. If the equipment is traded to a different unit, the equipment's remaining principle balance will be included (refinanced) as a component of the replacement equipment. In order to avoid this charge, the County may want to either consider exchanging the equipment with another unit in the County's organization, or moving the current device to a new location and replacing the unit with a different device. Xerox Confidential — Business Proprietary Information 10 The Xerox lease offer includes all hardware Maintenance Releases and Software Updates that primarily incorporate mechanical or coding error fixes at no additional charge. Any non - Maintenance Release or Software Update that contains new functionality or enhancements will be made available to the Eagle County Government at your qualified order -time price. • Invoicing fees, lease renewal costs, and any other documentation costs. The County will not have to pay for fees to create an invoice, renewal costs or any other documentation costs. Additional Required Informatio Respondent contact information Company Name Xerox Corporation High Country Copiers, the local Authorized Xerox Agent • Name of and Title of High Country Copiers, Chris Authorized Agent. Aubel, Agent Owner • Organization 45 Glover Ave, Norwalk, CT 27 Main St., #302A, Edwards, Address. 06856 -4505 CO 81632 • Phone. 203 - 968 -3000 970 - 845 -7870 • Email. -- chris @highcountrycopiers.com • Website. www.xerox.com www.highcountrycopiers.com • Provide a detailed description of the proposed preventative maintenance schedule. Xerox Response Rather than taking the unit down for preventive maintenance, Xerox handles maintenance on an ongoing basis during each Xerox service call. The Service Engineer follows several pre- defined steps and processes to ensure you are able to achieve maximum uptime and efficiency. Xerox equipment is designed with an onboard, volume- driven diagnostic tool. It can track maintenance intervals and usage of all high -wear items, while software tracks the number of prints /copies being produced. A threshold level is set, which is based on the number of prints /copies produced since the last time the equipment was serviced. When a component reaches the threshold level, an indicator flag will appear. While your CSR is performing maintenance on your machine, he or she will review all of the flags and will replace parts that have exceeded the recommended threshold level, as well as review any items that are close to threshold level. Finally, Xerox builds reliability into our devices. A few ago, Xerox decided to take a new and innovative approach by introducing a SMart Kit Replaceable Unit. In using this approach, Xerox digital products integrates the power of software and hardware technology to significantly improve the reliability of a multifunction device. The hardware design prevents problems by integrating the most commonly worn and frequently replaced items into theses "replaceable units." In short, a SMart Kit Replaceable Unit replaces items before they fail to keep the device up and running — eliminating the need for time - wasting preventive maintenance. The beauty in the design is its simplicity — similar to replacing a toner cartridge. Xerox Confidential — Business Proprietary Information 11 • Number of service and /or repair calls allowed per location. Xerox Response With a Full Service Maintenance Agreement, calls for repair can be placed as often as is needed. • Supplies included in the cost per copy charge proposed. Xerox Response The proposed solution and pricing includes maintenance and supplies (except paper and staples). • How will supplies usage be monitored? Xerox Response Xerox handles supplies through its Auto Replenishment Program. This program is a value -added service designed to keep our customers as productive as possible. Xerox uses meter reads and past shipment history to calculate the quantity of supplies used, and to project how much you will need in the future. Once a month, the Automatic Replenishment System will review each machine to calculate the need for supplies. If a shipment is needed — the system automatically ships it. To fine tune your supplies profile and /or make adjustments quick phone call our Customer Support Center is all that's necessary. While supplies for monochrome equipment are fulfilled by the Automatic Replenishment Program, color supply products are not shipped automatically. Since copy volumes calculated by meter reads are not able to indicate which color(s) have been used, orders must be placed by phone to our Customer Support Center. • Describe the process for providing supplies and expected delivery lead time. Xerox Response Supplies are automatically shipped based on the Xerox Auto Replenishment Program (see description in item above). • Location that service personnel base out of / originate from. Xerox Response Our service personnel are very experienced and support for Eagle County would be provided as follows: Name City Joseph Warne Montrose Dave Smith Glenwood Springs, Aspen Kevin Frederick Grand Junction Robert Alexander Glenwood Springs, Aspen Ed Foster Edwards Del Anderson Edwards Sean McMurtrey Craig, Steamboat Xerox Confidential — Business Proprietary Information 12 • Available hours for placing service calls. Xerox Response Xerox Customer Support Centers provide immediate, live support 24 hours a day, seven days a week. First- and second -level support with closed -loop escalation enables us to resolve your problems quickly. • Indicate average service response time. Xerox Response Xerox's response time objective is to return the service call within 30 minutes and to arrive on -site within 4 hours on average if the service issue cannot be resolved over the phone. Xerox calculates "Average Technical Service Response Time" on a quarterly basis for the County's entire Xerox - branded population. Response Time is measured from the time that the Xerox Customer Support Center receives the call to the time the technician arrives on location. Average Service Response Time is measured by dividing the Sum of all Quarterly Service Call Response Times by the Total Number of Quarterly Service Calls. Experience of key personnel List the types of services and qualifications of key personnel to be assigned to our contract to assist in the implementation and support of your proposal. Names & Qualifications: • Customer Representative. • Maintenance /Repair Service. • On -Site Training Services. Xerox Response Name Responsibilities Qualifications Chris Aubel, President & Agent Owner of • Management of agency • Tenure —over 15 years High Country Copiers operations with Xerox, over 20 • Monitoring and ensuring years in copier industry ongoing customer satisfaction • Lives in Edwards • Point of contact (IT) Heath Talbot, Account Executive, High • Point of contact (customer • Tenure —over 4 years Country Copiers representative) with Xerox • Provide on -site training • Lives in Gypsum services • Manage account Sheryl Pedroza, Region Partner General • Liaison between Xerox and • Tenure -28 years with Manager, Xerox Corporation High Country Copiers Xerox • 9 years working with our agent partners in support of our customers' business goals. John Lee, Field Service Manager, Xerox • Field management of service Tenured with over 20 years Corporation personnel of experience Xerox Confidential — Business Proprietary Information 13 Name Responsibilities Qualifications Customer Representative(s) (called • Provide on -site Customer Service Engineers) maintenance /repair service Joseph Warne 9 Dave Smith 20 Kevin Frederick 25 Robert Alexander 21 Ed Foster 31 Del Anderson 25 Sean McMurtrey 7 Quality and reliability of proposed equipment Provide a summary that explains an overview of your firm's proposal and the highlights and benefits. Emphasize why your firm's solution is best suited to meet the needs of Eagle County Government. Xerox Response ✓ • Comprehensive Solution- Xerox will provide a turn -key total solution with one monthly bill (itemized by department). ✓ • Service- Xerox is the first company to achieve J.D. Power and Associates Technology Service and Support Certification five years in a row for excellence in customer service. Our seven (7) service technicians are available 24/7 and are required to call you within one hour of submittal. ✓ • Total Satisfaction Guarantee- If you are not totally satisfied with your Xerox equipment, Xerox will, at your request, replace it without charge. ✓ • Locally Owned and Op erated- High Country Copiers has been in the County for over 1 5 years. We live in a small tight -knit community where reputation matters. We are proud to be the market leader with over 700 machines in Eagle County. We have a great relationship with Eagle County Government and have shown excellent service and support responsiveness over the years. We enjoy working with your IT department and Jake, Jessenia, John & Tim know they can call, email or text us anytime and we'll help provide a quick solution. ✓ • Better equipment - Scan File Size- Xerox 8 -10 times smaller - Network Print Speed- Xerox 2 -3 times faster - User interface- Designed in America, much simpler /easier to use . Include independent third party testing and /or recommendation results and the source of the documentation (i.e. Buyer's Labs, Consumer Reports, etc.). • Attach additional sheets /information if necessary. Xerox Response Please see section Xerox Attachments, Reports and Awards sent in seperate email. Other documentation • Provide a list of every customer you have in Eagle, Garfield, Pitkin, and Summit Counties and total number of machines. Xerox Response 979 machines- see attached customer list Xerox Confidential — Business Proprietary Information 14 • Provide sample Contract Agreement documents for the County's evaluation committee to review and any government addenda Xerox Response A sample lease agreement is can be found in section Xerox Attachments. • Brochures / specification sheets of copy equipment proposed. Xerox Response Please see section Xerox Attachments, Product Specifications in this Response. • Standard Warranty provisions Xerox Response All proposed Xerox devices are backed by the Xerox Total Satisfaction Guarantee. Xerox's product warranty states that if a customer is not satisfied with the performance of the equipment, you may request a replacement with an identical model, or in the event of an identical model is not available, a model with comparable features and capabilities will be provided. The term of the Xerox Total Satisfaction Guarantee (TSG) is three (3) years from the date of the initial installation of the equipment or the financed term. • Identify all threatened or pending lawsuits relating to or arising from MFP leases in which you, your employer or any officers or directors of your employer were a named party. Xerox Response As a global company operating in 130 countries, this information is not available. All material litigation is disclosed to the SEC in Xerox's Annual and Quarterly Reports (SEC 10 -K/A and 10 -K). These reports are available to the public on the SEC website and on Xerox's website: http: / /www.xerox.com /investor. Variations Respondent shall identify any proposed variations or exceptions to the requirements of this Request for Proposals. Variations are not e xpressly prohibited and Respondent shall identify clearly a ny variation or exceptions in the response. Variat ions may be cause for determinin g that the Bid Proposal is non - responsive and ineligible for award. Xerox Response Please see section Xerox Attachments, Clarifications to the RFP. Xerox Confidential — Business Proprietary Information 15 Eagle County Government Xerox Response Ex libit(s) Band Pricing Sheets Xerox Confidential — Business Proprietary Information Exhibit B Band Pricing Sheets Band 1 Pricing Band 1 — Copy speed 25+ PPM (network print speed must be at least 75% of rated copy speed) Make and Model Number: W7125PT SKU: N/A Copy Speed: 25 Network Print Speed: 22 36 mo. lease price 60 mo. lease price Purchase price Baseline lease pricing $122.86 $89.46 $3427.00 Price per image b/w $ . 0076 $ . 0076 $ . 0076 Price per image color $.05 $.05 $.05 Add Fax $18.26 $12.22 $539 Add Stapling $24.39 $16.34 $720 Add USB printing /scanning $9 . 11 $6 . 10 $269.00 Add Mobile printing INCLUDED INCLUDED INCLUDED Add hole punch $6.78 $4.53 $200 Add folding $21.65 $14.50 $639 Add EIP (Extensible Interface INCLUDED INCLUDED INCLUDED Platform) -5- Exhibit B Band Pricing Sheets Band 1 Pricing Band 1 — Copy speed 25+ PPM (network print speed must be at least 75% of rated copy speed) Make and Model Number: W7525P SKU: N/A Copy Speed: 25 Network Print Speed: 21 36 mo. lease price 60 mo. lease price Purchase price Baseline lease pricing $168.39 $119.80 $4,937 Price per image b/w $ . 005 $ . 005 $ . 005 Price per image color $.045 $.045 $.045 Add Fax $16.22 $10.87 $479 Add Stapling $21.68 $14.52 $640 Add USB printing /scanning INCLUDED INCLUDED INCLUDED Add Mobile printing INCLUDED INCLUDED INCLUDED Add hole punch $6.78 $4.53 $200 Add folding $21.65 $14.5 0 $639 Add EIP (Extensible Interface Platform) INLCUDED INLCUDED INCLUDED -5- Exhibit B Band Pricing Sheets Band 2 Pricing Band 2 — Copy speed 50+ PPM (network print speed must be at least 75% of rated copy speed) Make and Model Number: 3CQ9303 SKU: N/A Copy Speed: 5 0 Network Print Speed: 42 Configuration 36 mo lease price 60 mo lease price Purchase price Baseline lease pricing $381.60 $ 2 61.6 6 $9269.00 Price per image b/w $.005 $.005 $.005 Price per image color L2 :$.0249-L3 : $ .0450 Add Fax $16.22 $10.87 $479 Add Stapling $25.75 $17.24 $760 Add USB printing /scanning INCLUDED INCLUDED INCLUDED Add Mobile printing INCLUDED INCLUDED INCLUDED Add hole punch $9 .49 $6 .35 $280 Add folding $125.82 $84.06 $3,705 Add EIP (Extensible Interface INCLUDED INCLUDED INCLUDED Platform) -6- Exhibit B Band Pricing Sheets Band 2 Pricing Band 2 — Copy speed 50+ PPM (network print speed must be at least 75% of rated copy speed) Make and Model Number: W7556P SKU: N/A Copy Speed: 50 Network Print Speed: 39 Configuration 36 mo lease price 60 mo lease price Purchase price Baseline lease pricing $200.23 $141.0 0 $12,608 Price per image b/w $ . 004 $ . 004 $ . 004 Price per image color $ . 039 $ . 039 $.039 Add Fax $16.22 $10.87 $479 Add Stapling $21.68 $14.52 $640 Add USB printing /scanning INCLUDED INCLUDED INCLUDED Add Mobile printing INCLUDED INCLUDED INCLUDED Add hole punch $6.78 $4.53 $200 Add folding $21.65 $14.50 $639 Add EIP (Extensible Interface INCLUDED INCLUDED INCLUDED Platform) -6- Exhibit B Band Pricing Sheets Band 3 Pricing Band 3 — Copy speed 75+ PPM (network print speed must be at least 75% of rated copy speed) Make and Model Number: WC7775P SKU: N/A Copy Speed: 75 Network Print Speed: 50 (66%) Configuration 36 mo lease price 60 mo lease price Purchase price Baseline lease pricing $312.38 $215.68 $12874 . 00 Price per image b/w $.004 $.004 $.004 Price per image color $.039 $.039 $.039 Add Fax $19.27 $12.91 $569 Add Stapling $45.06 $30.18 $1,330 Add USB printing /scanning N/A N/A N/A Add Mobile printing INCLUDED INCLUDED INCLUDED Add hole punch INCLUDED INCLUDED INCLUDED Add folding $106.21 $71.13 $3,135 Add EIP (Extensible Interface INCLUDED INCLUDED Platform) INCLUDED -7- Eagle County Government Xerox Response Xerox AttachtTient(s) Attachment 1 — Certificate of insurance • Xerox Confidential — Business Proprietary Information ACORD CERTIFICATE OF LIABILITY INSURANCE DATE 01/1 rrY) THIS RTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW - THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed, If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Marsh USA, Inc PHONE - FAX 1166 Avenue at the Americas (A/C_ No Fit}- _ I (A/C NO -_ New Yak, NY 10036 E -MAIL ADDRESS: Attn' Xerox.certreauesgMarsh.cam Fax212. 948•0500 INSURER(S) AFFORDING COVERAGE NAIL 0 154000- XEROX - GAWXw -12 -13 INSURER A : ACE American hsurance Company 22667 INSURED INSURER e : Indemnity ins Co Of North America 43575 XEROX CORPORATION 45 GLOVER AVE INSURER C : - NORWALK, CT 06850 INSURER D : INSURER E - INSURER F : COVERAGES CERTIFICATE NUMBER: NYC - 01 REVISION NUMBER:1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT VNTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. AD SUER POLICYEFF I POLICYEXP LLT ADM TYPE OF INSURANCE INSR VT POLICY NUMBER IMM10DYYYYYI , (MUNOdYYYYI I M' LIMITS A GENERAL LIABILITY 'HDO G26438068 01101/2012 01/01/2013 EACH OCCURRENCE $ 2,000,000 X PREMISES (Ea ocaNrrencel $ 2,000.000 COMMERCIAL GENERAL LIABILITY CLAIMS-MADE X OCCUR MED EXP (Any one person) $ 14/A PERSONAL B ADV INJURY S _ 2,000,000 GENERAL AGGREGATE $ 10,000,000 GEN'L. AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGO $ INCLUDED ABOVE POLICY 77 TA _ LOC $ A AUTOMOBILE LIABILITY SSA H08692804(AOS) 01/01/2012 01/0112013 COMBINED SINGLE LIMIT 2,000,000 X ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per acx(dent) $ AUTOS __ AUTOS PROPERTY DAMAGE NON -OWNED (Per accident) $ _ HIRED AUTOS AUTOS $ UMBRELLA LAB` -7 OCCUR EACFI OCCURRENCE S EXCESS UAa _ CLAIMS -MADE AGGREGATE $ DED RETENTIONS $ B WORKERS COMPENSATION 'WAR 046780164 (AOS) 0161/2012 01/0112013 �C WC STATU DTH- TORY LIMITS ER 1,000,000 AND EMPLOYERS' LIABILITY YIN .SCF C46780176 Y 01x01/2012 01/0112013 A ANY PROPRIETOR/PARTNER/EXECUTIVE C E L EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED/ N N 1 A 'WM C46780152 (CA and MA) 0161/2012 01/0112013 1,000000 A (Mandatory In NH) E L. DISEASE - EA EMPLOYEE S 1f yes, describe Oder E.L. DISEASE - POLICY LIMIT $ 1,000000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS/ VEHICLES (Attach ACORD 101, Additional Remarks Schedule, H more space Is required) CERTIFICATE HOLDER CANCELLATION Eagle Canty Govemrrent SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 500 Broadway THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Eagle, CO 81631 -0850 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Lauren Giagrande CID'..-.•.J.sm kt...oJsn ^C © 1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Eagle County Government Xerox Response Xe ox Attachment(s) Att • chment 2 — Customers (Eagle, Garfield, Pitkin, Summit Counties) Xerox Confidential — Business Proprietary Information • xe rox j Authorized Sates Agent L 1 XEROX PRINCIPAL ACCOUNT LIST (JANUARY 2012) * *(CONFIDENTIAL) ** Roaring Fork Valley & Garfield County Copy & Print Shops • Aspen Reprographics (2 Machines) (Color — Xerox DocuColor 252) • Independence Press (2 Machines) (Color — Xerox DocuColor 260)(DOC12) • SlideMaster (Color — DOC12) • Main Street Reprographics (Color — Phaser 7400) • Millennium Pack & Ship (2 Machines) (Color - WC7345) • Basalt Printing (6 Machines) (Color — 2x- DocuColor 242 & 4x- DOC12) • The Print Works (5 Machines) (Color (x2) — Xerox DocuColor 242 + WC7335) • Copy -Copy (6 Machines) (Color — Xerox DocuColor 242, DC240 & DOC12) • JEAN'S PRINTING (6 Machines) ** *(Color — XEROX DOCUCOLOR 5000!!! & DocuColor 252) * ** Schools & Government • Aspen School District (12 Machines) (Color — WC7775/WC7675/WC7665) • TOSV (8 Machines)(Color — 2x- WC7775 /WC7556/3x- WC7232/2x- WC6400) • Aspen Fire Protection District (Color — WC7435) • City of Aspen - Parks Department (Color — Xerox WCP2636) • City of Aspen - Wheeler Opera House (Color — WC7655) • City of Aspen - Transportation & Marketing Depts. (Color — WC7345) • City of Aspen — Water Department (2 Machines) (Color (x2) - WC7120 /WC6400) • City of Aspen — Parking Department • City of Aspen - Aspen Consolidated Sanitation District • Aspen - Pitkin County Communications Center - (Color (x2) - WC6400) • Snowmass Wildcat Fire Department (2 Machines) (Color — WC7545) • Snowmass Water & Sanitation Dist. (2 Machines) (Color — WC7655) • Town of Carbondale (Color — WC7775) • Town of Carbondale - Public Works • Town of Carbondale — Utilities Dept. (Color — Phaser 61 • Town of Carbondale — Recreation Center (Color — Phaser 8560M FP) • Carbondale Fire Department (2 Machines)(Color — WC7665) • Eagle County Clerk & Recorder (El Jebel) (2 Machines) • Eagle County Health & Human Services (El Jebel) (Color — WC7435) • Eagle County Sheriff (El Jebel) • Mountain Valley Developmental Services (2 Machines) (Color — WC7425) • Yampa High School (Mountain BOCES) (Color — WC7665) • Town of New Castle — Clerk's Dept. (Color — WC7545) • City of Rifle (2 Machines) (Color - Phaser 6128MFP) • Combined Communications (GARCO 911) (Color — WC7435) • Battlement Mesa Metro District (Color — WC7346) • White River National Forest (2 Machines) Real Estate/Development /Property Management • Morris & Fyrwald — (9 Machines) (Color— WC7655/ WC7535/ WC7335/ WC7328 /WC2128/PH8560MFP /PH6180MFP) • Joshua & Co. (Color — WC6400) • Coldwell Banker — Aspen (Color — WC7328) • Houston & Gorog Co. (Color — WCP32) • Setterfield & Bright Real Estate (Color — WC7120) • Kruger & Co. (Color — M24) • Sterling Homes (Color — M24) • Base Village Owner, LLC (Color — WC7655) • Related — WestPac (Color — WC7345) • Chaffin -Light Associates (R.F. Lodging Company) (Color — WC7655) • Roaring Fork Club (5 Machines) (Color — WC7346 /Phaser 7300) • Ranch Marketing Assoc. (Color - WCP2128) • Home Guide Magazine (Color — WCP2636) • Property Shop (Color — WCP2128) • Lakota Canyon Ranch Development (Color — WC7335, Phaser 6180) • Courtney Lord Assoc. (Color — Phaser 8560MFP) • Aspen Business Center • Meritage Development (Color — WCP3545) • Aspen Group (Color — Phaser 8560MFP) • Charter Realty Group • Ajax Mountain_Assoc. (Color — WC7132) • Excel Property Services Architects • Rowland + Broughton (Color — DocuColor 252 (x2) & Color 550) • Harry Teague Architects (Color — DC3535) • Poss Architecture & Design (Color — Phaser 7760) • Manchester T. Michael & Assoc. (2 Machines) (Color — WC7328) • Starwood HOA —Mark Noel Consultant (Color- WC7232) • William Lukes & Assoc. (Color — WC7120) • Palomino -Barth Architects (2 Machines) (Color — Phaser 7300) Enaineerina/Construction • RA Nelson & Assoc. Inc. (4 Machines) (Color — WCP3545/WC7345/WC7132) • Cyr & Company (Color — WC7328) • Aspen Constructors (2 Machines) • Elam Construction (Color- WC7120) • Jim Iglehart Construction Co. (Color — WC7328) • Schlumberger Construction (Color — WC7428) • John Olson Builder (2 Machines) (Color - WC7545) • Steeplechase Construction (Color — Phaser 6180MFP) • ICM Group LLC (2 Machines) (Color — Phaser 6180) • Jack Wilkie Builders Inc. (3 Machines) (Color — WC7328 /Phaser 8550) • Harry Mayer Construction • William H. Baker Construction • Earthworks • Vogelman West • Resource Engineering • PSI Crane, Inc. (Color — WC7132) Banks • Alpine Bank (60+ Machines) ( "Vendor of Choice ") • Community Banks (3 Machines) • Timberline Bank • Wells Fargo Bank (2 Machines) Law Firms • Oates, Knezevich & Gardenswartz (2 Machines) (Color — WC7556) • Waas, Campbell & Rivera (Color — WC7232) • John H. Case (Color — PH6180MFP) • Balcomb & Green (2 machines) (Color — WC7665 & WC7345) • Ted Hess/Rio Vista Services (2 Machines) (Color — WCP2128) • Bob Noone Law Firm (2 Machines) (Color — WC7545) • Worrell — Griffith (2 Machines) (Color — WC7556) • Olszewski, Massih & Maurer, PC • Schenk, Kerst & DeWinter (2 Machines) • Dan Shipp • Mark Sackett PC Accounting • Marrolt CPA's (3 machines) • James Daggs & Assoc. • Ned Collum CPA • Barnes - Pearson & Assoc. (Color — WC7242) • Barnes - Haycock - Sigler- Pearson (2 Machines) (Color — i'ta <asc.r 61 80) • Monahan, Lampman & Hays PC (2 Machines) Fin ncial/Investment • Total Merchant Services (4 Machines) • JP Morgan/ Chase • Merrill -Lynch (Color - WC7328) • Ziff Brothers Investment (Color — DOC12) • Aspen Performance Group (2 Machines) Insurance • Neil - Garing Agency (4 machines) • Blanchard Insurance Group Gr hic Arts /Desi n • Aspen Light Imaging (Color — Phaser 7750) • ESSE Design (Color — Phaser 8560MFP) • Aspen Graphic Services (Color — Phaser 7700) • Inner Design Inc. • Weiss & Wirth (Color — WC7132) • Ann Hodges Graphic Design (Color - Phaser 7400) Marketing • Pennington Promotions /The Golden Key (Color - DC3535) • Darnauer Group Lodain &/Tourism/Recreation • Grand Hyatt — Aspen (4 Machines) (Color (x2) - WC7346(x2)) • Dancing Bear Aspen — (Color (x2) — WC7328/ WC6400) • Sky Hotel (Color — WC7435) • Prospector Lodge • Timberline Condos (4 Machines) (Color — WC7328) • DRM - Top -of -the- Village (Color — WC7545) • DRM - Stonebridge (Color — WC7530) • Maroon Creek Club (2 Machines) (Color — WC7525) • Glenwood Springs Chamber (Color — WC7655) Oil & Gas • Exxon -Mobil (3 Machines) • National Oilwell Inc. (2 Machines) • GHK CO. (Color — XEROX COLOR 550) • MD TOTCO • RMS Energy • EPCO Inc. (Color — WC7346) • Exterran Inc. (Color — WC7435) Non - Profit • Challenge Aspen (Color — WC7345) • Aspen Camp School for the Deaf (Color — WCP2636) • Aspen Center for Physics (3 Machines) • Rocky Mountain Institute (Color — DOC12) • Aspen Community Foundation (Color — WC7435) • Children's Health Foundation (Color — Phaser 8560MFP) • Machebeuf Apartments Health • Community Health Services (Color — WC7535) • All Valley Woman's Health (2 Machines) (Color — WC7232) • Aspen Center for Woman's Health • Roaring Fork Family Physicians • Sopris Chiropractic (3 Machines) Churches • Crossroad Church — Aspen (Color — WC7328) • Snowmass Chapel (Color — WC7655) • St. Vincent's Church (2 Machines) Other • Staples (Multiple Machines) • Office Depot (Multiple Machines) • Waste Management • For CEO's Only (Color — WC7556) • Free Wheelin' Films (Color — WCP2128) • Aspen Magazine • Aspen Elks (Color — M24) • S &L Travel /Ski.com • SkyWest Airlines (Color — WC7232) • Thrifty Car Rental • Trajen Inc. (2 Machines) • High Mountain Taxi (2 Machines) • Styles (2 Machines) (Color - WC7435) • Balentine Collection (4 Machines) • Thurston Inc. (4 Machines) • Pinnacle Water Group (Culligan) • Bishop Plumbing & Heating (2 Machines) • ABCD Soderberg (Color - WC6400) • Booth Plumbing (Color — Phaser 6180MFP) • Dahl Plumbing (2 Machines) (Color — Phaser 8560MFP) • Aspen Plumbing & Heating (Color — Phaser 61.15MFP) • Warren Industries/ Roto Rooter (Color — Phaser 8560MFP) • Four Seasons Property Maintenance & Landscaping (Color — Phaser 8560MFP) • Fowler & Peth • Basalt Roofing • Proguard Protection Services (2 Machines) • Mountain Mortgage Inc. (2 Machines) • Aspen Appraisal Group • Aspen Appraisal Office Ltd. (2 Machines) • Mid - Continent Minerals (2 Machines) • Shoshone Jewelers • Roaring Fork Kids • Tepee Bible Camp • Colorado 500 • Roaring Fork CO -OP (2 Machines) (Color - WC6400) • Berthod Motors (4 Machines) (Color — WC7328/WC7132) • Columbine Ford — Rifle (Color - WCP2636) • Elk Mountain Motors (Color — WC7232) • McMillan Claims Service (Color — WC7120) • Farnum -Holt (2 Machines) • KMTS (Color — WC7328) • Crystal Cleaners • Executive Services Inc. (Color — WC7120) • E -Logic (Color — WC7242) • Fiberforge • GMCO Corporation • Dr. Dylan Gibson DDS (Color — Phaser 8560MFP) Business Name Billing City The Vail Child Development Center Avon Samartian Center Avon Falcon Point Resort Avon Rich's Auto Body Avon Tandem Resort Group Avon Campbell Construction Avon Pohl & Pohl, P.C. Avon McMahan and Associates, PC Avon Ruggs Benedict Avon RITZ - CARLTON BACHELOR GULCH Avon Habitat For Humanity Avon Chateau Residence Club Avon The Vail Church Avon Snowboard Outreach Society Avon Marcin Engineering, LLC Avon EAGLE -VAIL METROPOLITAN DISTRICT Avon Brill Insurance Agency Avon Ed O'Brien Avon Eagle Valley Library District Avon Vail Management Company Avon Neff Insurance Avon John W Dunn & Associates, LLC. Avon Riverview Affordable Housing Avon Hoffman & West LLC Avon Stone Creek School Avon Markit Creative Avon Park Hyatt Beaver Creek Avon RTP LLC Avon Rocky Mountain Media LLC Avon R A Nelson & Associates Avon Gore Range Surveying LIc Avon RMT Architects Avon Eagle River Fire Protection District Avon Vail Capital Partners, Inc. Avon RITZ CARLTON CLUB BG Avon Alpine Glass (Jon -Kar LLC) Avon Walking Mountains Avon Reynolds Corp Avon Novosad Lyle & Associates Avon Round Up River Ranch Avon Sperberg & Associates, PC Avon Creekside At Beaver Creek HOA Avon The Vail Academy Avon Zehren & Associates, Inc. Avon Worth Interiors LLC Avon Vogelman West Associates, Inc. Avon Alpine Bank Avon Eagle River Watershed Council, Inc. Avon Avon Beaver Creek Transit Avon Town Of Avon Avon Warner Developments, Inc. Avon Lift Flooring (Images Inc) Avon Copy Copy Avon Shepherd Resources Inc Avon Traer Creek LLC Avon Rocky Mountain Planning Group Avon Mountain Montessori Avon Concept Mechanical, Inc. Avon A Design Avon Lakeside Capital Group, L.L.C. Avon EAGLE RIVER FIRE PROTECTION DISTRICT Avon Vail Valley Real Estate Brks Avon Avon Police Department Avon The River Run Avon Copy Copy Avon Breckenridge Golf Club Breckenridge Sunshine Solar & Mechanical Breckenridge Summit County Office of the Clerk & Recorder Breckenridge Summit Garage Door Breckenridge Summit County Government - IS Breckenridge Town of Breckenridge Golf Club Maintenance Breckenridge Town of Breckenridge Breckenridge Town of Breckenridge Police Breckenridge Summit County Government Breckenridge Town of Breckenridge Pub Works Breckenridge Artistic Woods and Design Breckenridge Marriott's Mountain Valley Lodge Breckenridge LaserGraphics Breckenridge Summit County Government, Office of the Assessor Breckenridge Lodge and Spa at Breckenridge Breckenridge Breckenridge Central Lodging Company Breckenridge Trausch Insurance Agency Breckenridge Breckenridge Heritage Alliance Breckenridge Summit Resort Properties Breckenridge Breckenridge Lasergraphics Breckenridge Skiers Edge Condominium Assn Breckenridge Base Building Solutions Breckenridge Innovative Energy Inc Breckenridge Arapahoe Architects Pc Breckenridge Ski Country Resorts Mgt Co Breckenridge Mcgahey Realtors Inc Breckenridge Matthew A. Stais,Architect, Pc Breckenridge Summit County Government Breckenridge Paragon Lodging LIc Breckenridge Millennium Bank Breckenridge Town Of Breckenridge Breckenridge County Of Summit Breckenridge Breckenridge spa Breckenridge Tetra Tech Inc Breckenridge Town Of Breckenridge Breckenridge Alpinaire Healthcare Breckenridge Bubba Gump Shrimp Company Rest Breckenridge County Of Summit Breckenridge Jjo Inc Breckenridge Exclusive Mountain Retreat Re Breckenridge Town Of Breckenridge Breckenridge Agape Outpost Baptist Chapel Breckenridge 5th Judicial Breckenridge Breckenridge Accommodations Breckenridge Steadman Hawkins Clinic Breckenridge Upper Blue Elementary Breckenridge Snowventures Breckenridge Php Hospitality Breckenridge Breckenridge Carbonate Real Estate Co Inc Copper Mountain Bullwinkles Grill Co. Dillon Colorado Resort Properties Dillon Snowhome Properties Dillon Rietz Law firm, The Dillon PolyGroup, Ltd Dillon Casa Of The Continental Divide Dillon The Rietz Law Firm Dillon Alpine Bank Dillon Infinite Scope Inc Dillon Altas At CMC Dillon Alpine Self Storage Eagle B & B Excavating Eagle The Callicrate Company Eagle Active Communications, Inc. Eagle UrgeMedia Eagle Eagle County Assessors Eagle Eagle County Attorney Eagle EC CLERK & RECORDER Eagle Eagle County Commissioners Office Eagle Eagle County Finance Eagle Eagle County HR Eagle Eagle County IT Eagle Eagle County Road & Bridge Eagle Western Eagle County Ambulance Eagle Eagle County Senior Services Eagle Eagle County TREASURER Eagle Calvary Christian Fellowship Eagle Sky West Airlines Eagle EAGLE COUNTY SHERIFF Eagle Eagle Bible Church Eagle Human Resources Plus Eagle Nexgen Constructors, Inc. Eagle Servicemaster Aspen Eagle Stevens Home Care, Inc. Eagle CenturyLink Eagle Columbine Moving & Storage Eagle 5th Judicial District Eagle Keller Williams Mountain Properties Eagle Skywest Airlines Inc Eagle Safebuilt Colorado Eagle Greater Eagle Fire Protection Eagle Stucco Works Inc Eagle Mountain Valley Evangelical Lutheran Church Eagle Comerford Insurance Agency Eagle Eagle Valley Printing Eagle Eagle Valley Library District Eagle WECMRD Eagle Eagle County Health & Human Services Eagle Eagle Valley Chamber Of Commerce Eagle Terence J Quinn Eagle Adams Rib Eagle Custom House Construction Eagle Elite Limousine Service Eagle Wells Fargo Bank NA Eagle Eagle County Housing Dept Eagle EAGLE VALLEY LIBRARY DISTRICT Eagle Eagle County Facilities Eagle EC Animal Control Eagle Sunshine Mountain Preschool Eagle CDOT Eagle Eagle The Callicrate Co Eagle A. M. Locksmiths, Inc. Eagle Lafarge Eagle Eagle County Sheriff Eagle Eagle County ECO Bus Eagle Eagle County Eagle EC Clerk & Recorder Eagle EAGLE COUNTY GOVERNMENT Eagle Wells Fargo Bank N A Eagle Premiere Builders, Inc. Edwards Stifel Nicolaus & Company Edwards CCW Interests, Inc . Edwards Eagle Valley Land Trust Edwards Edwards Chiropractic & Acupuncture Center,Llc Edwards Youth Foundation Edwards Carpentry, Inc. Edwards Design Services & Construction LLC Edwards Alpine Bank Edwards Architectural Services PC Edwards Fiestas New Mexican Cafe & Cantina Edwards Wall Street Insurance Inc Edwards C & B Real Estate Company, Inc. Edwards Trinity Church Edwards McKay and Associates Pc Edwards Heckman & Oconnor Edwards Elam Construction Inc Edwards Homestead Court Club Edwards Gateway Land & Development Edwards Active Communications Inc Edwards Gracious Savior Lutheran Church Edwards EAGLE COUNTY HEALTH SERVICES DISTRICT Edwards Mangat Plastic Surgery Center Edwards Edwards Building Center Edwards Hermes Resort Properties Edwards EPS Design & Print Edwards Impact Graphics & Design Edwards Radio Dobrez Edwards Hill Aevium Edwards Dundee Realty USA, Inc. Edwards Larsen & Lynch LIc Edwards Vail Christian High School Edwards MILLENNIUM BANK Edwards A E Betteridge Jewelers Edwards High Life Properties, LLC Edwards Family Learning Center Edwards Vail Board Of Realtors Inc Edwards Can Do MS Edwards Colorado Mountain College Edwards Cordillera - Lodge and Spa Edwards Vail Dermatology Edwards Rik Heid Custom Builders, Inc. Edwards OAC Management, Inc. Edwards Avon Bakery & Deli Edwards WECMRD Fieldhouse Edwards Edwards Station Edwards Eagle County Health Services District Edwards Summit County Public Health Frisco Marvin L. Spyker, PC Frisco Laura Steben, CPA Frisco Colorado Custom Wood Floors Frisco Napa Frisco Ebert Children'S Clinic, P.C. Frisco Summit County School District Re -1 Frisco Peak One Surgery Center Frisco Summit Schools - Summit Education Center Frisco Colorado Mountain News Media Frisco Summit County Planning Department Frisco Summit Affordable Bookkeeping Frisco Summit School District - Transportation Frisco Steadman Hawkins Clinic Frisco Landmark Real Estate Group, LLC Frisco Stuhr & Associates LIc Frisco Summit County School Dst Re 1 Frisco Summit School Dist Re -1 Frisco S N 0 - Engineering Inc Frisco Summit Cove Elementary School Frisco Alpine Bank Frisco Peak One Pain & Spine Frisco Town Of Frisco Frisco Obryan Partnership Inc Frisco Summit County School Dst Re 1 Frisco Summit County School Dst Re 1 Frisco Summit County School Dst Re 1 Frisco Snowboard Outreach Society Frisco Copper Mtn Cnsld Metro Dst Frisco Summit County School Dst Re 1 Frisco Summit High School Frisco Century 21 Frisco Napa Auto Parts Frisco Anthonys Of Frisco Inc Frisco Letofsky & Dombrowski Frisco Summit County School Dst Re 1 Frisco COPY COPY Frisco Summit Senior High School Frisco Colorado Copies Inc Frisco Napa Auto Parts Gypsum Hutchison Law Firm Gypsum Town of Gypsum Gypsum EC Airport Gypsum 1st Evangelical Lutheran Gypsum Farmers Insurance Gypsum Gypsum Creek Golf Course Gypsum Buckhorn Valley Homeowners Assoc Gypsum Town Of Gypsum Gypsum Alpine Bank Gypsum Mountain Beverage Co, LLC Gypsum Colorado Mountain News Media Gypsum Aboveboard Bookkeeping, LLC. Gypsum Steve Oakson DDS Gypsum Anderson Camps Ltd Gypsum WEISS MEDICAL ASSOCIATES Gypsum Colorado Mountain News Gypsum The Keystone Neighbourhood Company Inc Keystone Keystone Center - Science School Keystone Keystone Center Keystone The Keystone Center Keystone Leadville Ranger District Leadville George F Rutkey Inc Leadville Community Church of Leadville Leadville City Of Leadville Leadville 5th Judicial District Leadville First Mountain Bank Leadville USDA Forest Service Leadville Leadfoot Linda's Minturn Vail Mountain Coffee & Tea Minturn SteamMaster Minturn St. Patricks Catholic Church Minturn MWA Builders, LLC Silverthorne United Rentals Silverthorne Town of Silverthorne Police Department Silverthorne Town of Silverthorne - Public Works Silverthorne AM Locksmith Silverthorne Rocky Mountain Resort Management Silverthorne Stray Horse Arts, Inc. Silverthorne Alpine Bank Silverthorne HP Geotech Silverthorne Greers Appliance Center Silverthorne Mastin Group Silverthorne Town Of Silverthorne Silverthorne Prime Outlets At Silverthorne Silverthorne R J B Development Inc Silverthorne UPS Store Silverthorne Villa Sierra Madre Silverthorne Waste Management Of Colorado Silverthorne Northwoods Condominiums Vail Town of Vail Courts Vail Antlers at Vail Vail Betty Ford Alpine Gardens Vail Vacation Resorts International Vail Vail International Condominiums Vail Eagle Valley Alliance For Sustainability Vail Access Properties Vail Wolf & Associates, PC Vail MT Imports Vail Town of Vail Transit & Parking Vail Squash Blossom Vail Pierce Architects Vail Childress Garden Of Learn Vail Steadman Philippon Research Institute Vail Claggett Rey Gallery Vail Maximum Comfort Pool & Spa Vail KELLER WILLIAMS MOUNTAIN PROPERTIES Vail Vail Marriott Vail K H Webb Architects, PC Vail Bridge Street Restaurant Association Vail Town Of Vail Public Works Vail Maximum Comfort Pool & Spa LLC Vail Eagle River Water & Sanitation Vail Snowdon and Hopkins Vail Alpine Bank Vail Greenauer Design Group Inc Vail Arrigoni Woods, Inc Vail VRD Golf Vail STEADMAN CLINIC Vail Vail Chamber Of Commerce & Business Association Vail VAg, Inc. Vail McNeill Property Management Vail Maverick Lending Vail Kiehl Construction, Inc. Vail Vail Valley Medical Center Vail Sandstone Creek Club Condo Association Vail Vail Racquet Club Inc Vail Mountainhaus Condominiums Assn Vail Sonnenalp Real Estate Vail TOWN OF VAIL Vail The Lodge At Vail Vail Manor Vail Resort Vail Vail Mountain School Vail Jwt 1987 Vail Ltd Partnership Vail Viele Construction Vail Marriott Streamside Vail TOV FIRE Vail Solaris Residences Association Vail Zwiebach And Associates Vail UPS STORE Vail RITZ CARLTON CLUB VAIL Vail Town Of Vail PD Vail Vail Valley Surgery Center LLC Vail Phillips & Associates Inc Vail Vail Child Care Center Vail Robinson Mitchell & Associates, Inc. Vail Solaris Vail Booth Creek Managment Corp Vail Arthur A Abplanalp Jr LLC Atty Vail Gwathmey Pratt Archite Pc Vail Ski Club Vail Vail Vail Cascade Hotel & Club Vail Lodge Tower Association Vail Eagle River Water & Sanitation Vail Vail Valley Foundation Vail Millennium Bank Vail Landmark Condominiums Vail Aren Design, Inc. Vail Law Offices of Gregory Perkins LLC Vail Wear Travers Vail Millennmum III Financial Vail TOV Fire Vail Andy Daly Vail VRD Main Office Vail VRD Nature Center Vail UPS Store Vail EAGLE RIVER WATER & SANITATION Vail Vail Mountain Lodge & Spa Vail VRD Youth Center Vail Town of Vail Library Vail Howard Head Sports Medicine Vail 4 Eagle Ranch Wolcott Eagle County Charter Academy Wolcott Eagle Springs Golf Club Wolcott Waste Management, Inc. Wolcott Eagle County Government Xerox Response Xerox Attachment(s) Attachment 3 - Clarifications to the RFP Xerox Confidential — Business Proprietary Information Xerox Clarifications to Eagle County Government Request for Proposal Multifunction Office Printers .. , �ti %° . � ,,., �'�i ».,.✓< „ w, "mss, ,: . �;ru;, ^k`�� .b,,,"sv,,. ,, ,..:�, ,.��mn ,< , , ':��� X� �' a":; } Xerox's Clarifications to the County's Bid /RFP RFP Specifications for Multi- Function Devices Effective Period, Equipment Additions. Xerox's lease offer allows the County to place additional Equipment mainframe orders at the same quoted contract price throughout the master agreement order taking term, provided each additional equipment placement remains installed for a minimum 36 or 60 -month term. Xerox will also provide a separate price quote if the County desires to acquire additional equipment having an installation term less than 36 or 60- months. The equipment's features and performance can also be upgraded through the addition of a number of optional accessories. Accessory options included with the mainframe can be obtained at the contract quoted price. Any accessory ordered following the mainframe's installation will have the price readjusted based on the mainframe's remaining agreement term. Additional Terms These additional terms are incorporated into the Xerox Proposal and are in addition to the terms included in the County's RFP. General Terms 1. Products. "Products" means Xerox -brand equipment ( "Equipment "), Software, Consumable Supplies and Maintenance Services ordered under the Contract. 2. Total Satisfaction Guarantee. If Customer is not totally satisfied with any Equipment delivered under the Contract, Xerox will, at Customer's request, replace it without charge with identical Equipment or, at Xerox's option, with Xerox - branded equipment with comparable features and capabilities. The Equipment Guarantee is effective during the initial equipment lease installation term. 3. Contract Term. A. Initial Term. The initial term of the Contract ( "Initial Term ") will commence on the date it is accepted by both parties and will expire on the last day of the 60 full calendar month thereafter, unless terminated by either party upon not less than 90 -days notice. Upon the expiration or termination of the Contract, each Individual Agreement shall remain in full force and effect until the end of its scheduled Agreement term and shall be governed by the terms and conditions of the Contract as if the Contract were still in effect. B. Renewal. Following the Initial Term, the Contract will renew automatically on a month -to -month basis on the same terms and conditions. During this renewal period, either party may terminate the Contract upon not less than 30 -days notice. Upon the expiration or termination of the Contract, each Individual Agreement shall remain in full force and effect until the end of its scheduled Agreement term and shall be governed by the terms and conditions of the Contract as if the Contract were still in effect. 4. Order Documents. A. Contract & Order Acceptance. Xerox may accept the Contract or any Order under the Contract either by Customer's written signature on the Contract or Xerox Order Document or upon receipt of Customer's signed purchase order. B. Order Documents. Customer may issue purchase orders or other Customer documents, or use Xerox order forms (collectively "Order Document(s) ") for order entry purposes only, describing the acquisitions under the Contract, specifying Customer's requested shipment date, installation site, bill -to address, quantities ordered, product description including any Trade -In Equipment, components, pricing, and installation term. Regardless of the form, the Order Documents must reference the Customer or Xerox Contract number. Notwithstanding anything contained in any Order Document which is at variance with or additional to the Contract, Order Documents will incorporate and be subject solely to the terms and conditions of the Contract, except for additional Xerox agreement terms and conditions related to options selected by Customer. eagle clarifications_ver0206.doc Page 1 of 7 JJDB (02/2012) i Xerox Clarifications to Eagle County Government Request for Proposal Multifunction Office Printers C. Upon acceptance by Xerox, the Order Document creates an Individual Agreement for the Products identified under the Contract. 5. Product Replacement Guarantee. Xerox will guarantee equipment availability throughout the Contract order - taking term. If a product is discontinued during the Contract term Xerox agrees to replace the discontinued product with a model of equal or greater capabilities at the same contract price. 6. Equipment Commencement & Installation Dates. The initial Term of an Order that includes Equipment will commence on the "Installation Date ", which means: (a) for Equipment installed by Xerox, the date Xerox determines the Equipment to be operating satisfactorily and is available for Customer's use, as demonstrated by successful completion of diagnostic routines. 7. Delivery & Removal. Equipment prices include standard delivery charges for all Equipment and, for Equipment for which Xerox retains ownership, standard removal charges. Non - standard delivery or removal will be at Customer's expense. 8. Relocation. If Equipment is acquired under a Lease Equipment all relocations must be arranged, or approved in advance, by Xerox. The relocation will be at Customer's expense and while the Equipment is being relocated, Customer remains responsible to make all payments under the applicable Order. 9. Trade -In Equipment. Customer warrants that Customer has the right to transfer title to the Equipment Customer is trading in as part of an Order ( "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 to the Trade -In Equipment will pass to Xerox when Xerox removes the Trade -In Equipment from Customer's premises. Customer will maintain the Trade -In Equipment at its present site and in substantially the Trade -In Equipment's present condition until removed by Xerox. Customer 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 the Customer's premises. 10. Funding. Customer represents and warrants that all payments due and to become due during Customer's current fiscal year are within the fiscal budget of such year and are included within an unrestricted and unencumbered appropriation currently available for the lease of the Products, and it is Customer's intent to use the Products for the entire lease term and to make all payments required under the Contract or an Order. If (1) through no action initiated by Customer, Customer's governing body does not appropriate funds for the continuation of the Contract or an Order for any fiscal year after the first fiscal year and has no funds to do so from other sources, and (2) Customer has made a reasonable but unsuccessful effort to find an assignee within Customer's general organization who can continue the Contract or an Order, the Contract or the Order may be terminated. To effect this termination, Customer must, 30 -days prior to the beginning of the fiscal year for which Customer's governing body does not appropriate funds for the upcoming fiscal year, notify Xerox that Customer's governing body failed to appropriate funds and that Customer has made the required effort to find an assignee. Customer agrees to release the Equipment to Xerox and, when returned, the Equipment will be in good condition and free of all liens and encumbrances. Customer will then be released from any further payments obligations beyond those payments due for the current fiscal year. 11. Maintenance Services. Except for Equipment identified as No Svc. ", Xerox will keep the Equipment in good working order ( "Maintenance Services "). Maintenance Services are provided as a mandatory part of a Lease Order. A. Basic Maintenance Services. Maintenance Services will be provided during Xerox's standard working hours, 8 A.M. to 5 P.M., Monday through Friday. Maintenance Services excludes repairs due to: (a) misuse, neglect, or abuse; (b) failure of the installation site or the PC or workstation used with the Equipment to comply with Xerox's published specifications; (c) use of options, accessories or products not serviced by Xerox; (d) non -Xerox alterations, relocation, service or supplies; or (e) failure to perform operator maintenance procedures identified in operator manuals. B. Replacement Parts. Replacement parts may be new, reprocessed or recovered and all replaced parts become Xerox's property. eagle clarifications_ver0206.doc Page 2 of 7 JJDB (02/2012) Xerox Clarifications to Eagle County Government Request for Proposal Multifunction Office Printers 1 n - >"�aa,,',a, d lr ADIES EEti , ,. .,'r, ,,,,,,,, ,,,, , IIIIMr r`"11a,1 > _n .. xx r C1 10 , C. Instillation Site. Customer is responsible for all physical, mechanical, and electrical expenses associated with preparing and maintain the Equipment installation site. D. Customer Training and Analyst Services. Initial Customer Training and Analyst Support Services are included in the maintenance pricing. E. Cartridges. Cartridges packed with Equipment and replacement Cartridges may be new, remanufactured, or reprocessed. Remanufactured and reprocessed Cartridges meet Xerox's new Cartridge performance standards and contain new and /or reprocessed components. To enhance print quality, Cartridge(s) for many models of Equipment have been designed to cease functioning at a predetermined point. F. Consumable Supplies. Maintenance Services will include black toner and /or solid ink and color toner, and /or solid ink, if applicable ( "Consumable Supplies "). Highlight color toner, clear toner, and custom color toner are excluded. Consumable Supplies are Xerox's property until used by Customer, and Customer will use them only with the Equipment for which "Consumable Supplies" is identified in the Maintenance Plan. If Consumables Supplies are furnished with recycling information, Customer will return the used item, at Xerox's expense, for remanufacturing. Shipping information is available at Xerox.com /GWA. Upon the Contract's expiration, Customer will include any unused Consumable Supplies with the Equipment for return to Xerox at the time of removal. If Customer's use of Consumable Supplies exceeds Xerox's published yield by more than 10 %, Xerox will notify Customer of such excess usage. If such excess usage does not cease within 30 -days after such notice, Xerox may charge Customer for such excess usage. For the avoidance of doubt, Xerox's yields are based on prints, impressions, linear fleet, or copies containing the normal mix of test and graphics to determine the expected yield of Consumable Supplies under normal operating conditions. Upon request, Customer will provide current meter reads and /or an inventory of Consumable Supplies in its possession. Xerox may charge a shipping and handling fee for consumable supplies. G. Meter Reads. Customer will provide meter reads using the method and frequency identified by Xerox. If Customer does not provide a meter reading, Xerox may reasonably estimate the reading and bill Customer accordingly. H. Replacement. Xerox will, as Customer's exclusive remedy for Xerox's failure to provide Maintenance Services, replace the Equipment with an identical model or, at Xerox's option, another Xerox - branded model with comparable features and capabilities. There will be no additional charge for the replacement Equipment during the remainder of the Equipment's initial Term. 12. Remote Services. Certain models of Equipment are supported and serviced using data that is automatically collected by Xerox via electronic transmission from the Equipment to a secure off-site location. Examples of automatically transmitted data include product registration, meter reads, supply levels, Equipment configuration and settings, software version, and problem /fault code data. All such data will be transmitted in a secure manner specified by Xerox. The automatic data transmission capability will not allow Xerox to read, view, or download any Customer data, documents, or other information residing on or passing through the Equipment or Customer's information management systems. 13.Warranty Disclaimer & Waivers. XEROX DISCLAIMS THE IMPLIED WARRANTIES OF NON - INFRINGEMENT. 14. Intellectual Property Indemnity. Xerox will defend, and pay any settlement agreed to by Xerox or any final judgment for, any claim that a Xerox -brand Product infringes a third party's U.S. intellectual property rights. Customer will promptly notify Xerox of any alleged infringement and permit Xerox to direct the defense. Xerox is not responsible for any non -Xerox litigation expenses or settlements unless Xerox pre- approves them in writing. To avoid infringement, Xerox may modify or substitute an equivalent Xerox -brand Product, or obtain any necessary licenses. Xerox is not liable for any infringement based upon a Xerox -brand Product being modified to Customer's specifications, or being used or sold with products not provided by Xerox. 15. Limitation of Liability. Except for personal injury (including death), property damage, or intellectual property indemnity indemnification obligations set forth in the Contract, Xerox will not be liable to Customer for any direct damages relating to the Contract or any Order written hereunder in excess of the sum of the amounts eagle clarifications_ver0206.doc Page 3 of 7 JJDB (02/2012) Xerox Clarifications to Eagle County Government Request for Proposal Multifunction Office Printers paid and to be paid during the initial Term of the applicable Order. Neither party will be liable to the other for any special, indirect, incidental, consequential or punitive damages arising out of or relating to the Contract or any Order written hereunder, whether the claim alleges tortious conduct (including negligence) or any other legal theory. 16. Force Majeure. Xerox will not be liable to Customer during any period in which its performance is delayed or prevented, in whole or in part, by a circumstance beyond its reasonable control. Xerox will notify Customer if such a circumstance occurs. 17. Payment & Taxes. A. Payment. All payments are due within 30 -days of the invoice date. Restrictive covenants on payment instruments will not reduce Customer's obligations. 18. Taxes. Customer is responsible for all applicable taxes, fees, or charges of any kind, unless Customer provides proof of its tax exemption status. 19. Late Charges & Default. A. Late Charge. If a payment is not received by Xerox within 10 -days after the due date (40 days after the invoice date), Xerox may charge, and Customer will pay, a late interest charge as allowed under Colorado law. B. Default. Customer will be in default under an Order if Xerox does not receive any payment within 15 days after the date it is due (45 -days after the invoice date) or Customer breaches any other obligation under the Contract, any Order. Customer will pay all reasonable costs, including attorneys' fees, incurred by Xerox to enforce the Contract or any Order. 20. Assignment. Except for assignment to a parent, subsidiary, or affiliate of Xerox, or to securitize the Contract as part of a financing transaction ( "Permitted Assignment "), neither party will assign any of its rights or obligations under the Contract without prior written consent of the other party. In the event of a Permitted Assignment: (a) Xerox may, without Customer's prior written consent, release to a proposed assignee information Xerox has about Customer related to the Contract; (b) the assignee will have all of the rights but none of Xerox's obligations hereunder; (c) Customer will continue to look to Xerox for performance of Xerox's obligations under the Contract; (d) Customer waives and releases the assignee from any claims relating to or arising from the performance of Xerox's obligations hereunder; (e) Customer will not assert any defense, counterclaim, or setoff Customer may have against an assignee; and (vi) Customer will remit all payments to Xerox. 21. Amendment. All changes to the Contract or any Order must be made in writing and signed by both parties. 22. Notices. A. Unless provided otherwise in the Contract, notices under the Contract or any Order must be sent in writing to the party's address identified in the Contract. Notices will be deemed given 5 days after mailing by first class mail, 2 days after sending by nationally recognized overnight courier, or on the date of electronic confirmation of receipt of a facsimile transmission, when followed by mailing of such notice as provided herein. B. Invoices are not considered notices under the Contract. All payment related notices under an Order will be sent: (a) to Customer at the "Bill to" address in the Order, and (b) to Xerox at the inquiry address on the most recent invoice. 23. Miscellaneous. A. Governing Law. The Contract is governed by the laws of the State of Colorado (without regard to conflict -of -law principles). In any action to enforce the Contract or any Order under the Contract, the parties agree (a) to the jurisdiction and venue of the federal and state courts in Colorado, and (b) to waive their right to a jury trial. B. Severability. If a court finds any term of the Contract or any Order unenforceable, the remaining terms will remain in effect. eagle clarifications_ver0206.doc Page 4 of 7 JJDB (02/2012) Xerox Clarifications to Eagle County Government Request for Proposal Multifunction Office Printers C. Waiver. The failure by either party to exercise any right or remedy will not constitute a waiver of such right or remedy. D. Communication. Customer authorizes Xerox or its agents to communicate with Customer by any electronic means, including cellular phone, email, automatic dialing, and recorded messages, using any phone number (including cellular) or electronic address Customer provides to Xerox. E. Contract Documents. Each party may retain a reproduction (e.g., electronic image, photocopy, and facsimile) of the Contract and each Order under the Contract, which will be admissible in any action to enforce it. F. Data Security. Certain models of Equipment can be configured to include a variety of data security features. There may be an additional cost associated with certain data security features. The selection, suitability, and use of data security features are solely Customer's responsibility. Upon request, Xerox will provide additional information to Customer regarding the security features available for particular Equipment models. G. Compliance With law. Both parties will comply with applicable federal and state laws. Xerox will not charge or collect any amounts in excess of those allowed by applicable law. Lease Terms 24. Non - Cancelable Agreement. LEASE ORDERS CANNOT BE CANCELED OR TERMINATED EXCEPT AS EXPRESSLY PROVIDED HEREIN. CUSTOMER'S 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. 25. Title and Risk of Loss. Title to the Equipment remains with Xerox until Customer exercises its Purchase Option. Risk of loss or damage to the Products passes to Customer upon delivery. Customer will insure Products against loss or damage. You agree that: (a) the Equipment will remain personal property; (b) you will not attach the Equipment as a fixture to any real estate; (c) you will not pledge, sub - lease, or part with possession of the Equipment or file, or permit to be filed, any lien against the Equipment; and, (d) you will not make any permanent alterations to the Equipment. 26. Lease Order Taking Term. The initial term for any Lease Order will be the number of full calendar months stated in the individual Lease Agreement. The Minimum Lease Payment for any partial month following the equipment installation date will be billed on a pro rata basis, based on a 30 -day month. 27. Lease Order Commencement and Term. The Term for each unit of Equipment will commence upon; or the installation of Xerox - installable Equipment and will expire on the last day of the final full calendar month of the contracted term of the Lease Agreement. Unless either party provides notice of termination at least 30 -days before the expiration of the initial Term, it will renew on a month -to -month basis at the same prices, and 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 accepted. 28. Price Structure and Billing. The Minimum Lease Payment, which may include a guaranteed number of copies (copy allowance), plus any additional Print Charges covers the cost of (a) the use of the equipment; (b) the equipment's maintenance; and (c) consumable supplies, if applicable. The Minimum Lease Payment will commence following Equipment installation and is billed monthly. Charges for excess prints will be reconciled and billed monthly or quarterly, as applicable in arrears. 29. Fixed Pricing. Except as otherwise set forth herein, The Minimum Payment will not increase during the Agreements initial Term. Thereafter, Xerox may annually increase the maintenance /supply component and the Print Charges under an Individual Lease Agreement. eagle clarifications_ver0206.doc Page 5 of 7 JJDB (02/2012) Xerox Clarifications to Eagle County Government Request for Proposal Multifunction Office Printers rtrnivn7rrgazrzMZMIIEPSERflingSNSEZIEtieZNIRZZITMIEMZPVZM 30. FMV Purchase Option. If not in default hereunder, Customer may purchase the Equipment, "AS IS, WHERE -IS" and WITHOUT ANY WARRANTY AS TO CONDITION OR VALUE, at the end of the initial Term of a Lease Order for the equipment's then current fair market value. 31. Lease Default & Xerox Remedies. If Customer defaults under the Contract or any Order, Xerox may, in addition to its other remedies (including cessation of Maintenance Services), remove the Equipment at Customer's expense and require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of: (a) all amounts then due, plus interest from the due date until paid as allowed under Colorado law; (b) the Minimum Lease Payments (less the Maintenance Services and Consumable Supplies components thereof, as reflected on Xerox's books and records) remaining in the Equipment Order Term, discounted at 4% per annum; and (c) the applicable fair market value Purchase Option. You will pay all reasonable costs, including attorneys' fees, incurred by Xerox to enforce the Contract. If Customer makes the Equipment available for removal by Xerox within 30 -days after the notice of default, in the same condition as when delivered, reasonable wear and tear accepted, upon recovery of the Equipment Customer will receive a credit for the fair market value of the Equipment as determined by Xerox, less any costs incurred by Xerox. 32. Finance Lease. A LEASE ORDER UNDER THE CONTRACT IS A "FINANCE LEASE" UNDER ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE AND, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED UNDER THE CONTRACT, AND TO THE EXTENT PERMITTED BY COLORADO LAW, CUSTOMER WAIVES ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A. Software 33. Software License. Xerox grants Customer a non - exclusive, non - transferable license to use in the U.S.: (a) software and accompanying documentation provided with the Xerox -brand Equipment ( "Base Software ") only with the Xerox -brand Equipment with which it was delivered; and (b) software and accompanying documentation identified in an Order as "Application Software" only on any single unit of equipment for as long as Customer is current in the payment of all fees. "Base Software" and "Application Software" are referred to collectively as "Software ". A. Customer has no other rights and may not: (a) copy, distribute, modify, create derivatives of, decompile, or reverse engineer Software; (b) activate Software delivered with the Equipment in an inactivated state; or (c) allow others to engage in same. B. 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 subsection. C. Software may contain code capable of automatically disabling the Equipment. Disabling code may be activated if Customer is notified of a default under the Agreement or an individual Order. D. The Base Software license will terminate upon the expiration of any individual Agreement under which Customer has leased the Equipment, unless Customer has exercised an option to purchase the Equipment; E. Neither Xerox nor its licensors warrant that Software will be free from errors or that its operation will be uninterrupted. F. The foregoing terms do not apply to Diagnostic Software or to software /documentation accompanied by a clickwrap or shrinkwrap license agreement or otherwise made subject to a separate license agreement. 34. Software Support. Xerox will provide the software support set forth below ( "Software Support "). For Base Software, Software Support will be provided during the initial Term of the applicable Order and any renewal period. For Application Software, Software Support will be provided as long as Customer is current in the payment of all applicable fees. A. Xerox will maintain a web -based or toll -free hotline during Xerox's standard working hours to report Software problems and answer Software- related questions. B. Xerox, either directly or with its vendors, will make reasonable efforts to: (a) assure that Software performs in material conformity 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 eagle clarifications_ver0206.doc Page 6 of 7 JJDB (02/2012) Xerox Clarifications to Eagle County Government Request for Proposal Multifunction Office Printers previous Release for a period of 6 months after the current Release is made available to Customer. Xerox will not be required to provide Software Support if Customer has modified the Software. C. New 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. New releases of Software that include new content or functionality ( "Feature Releases ") will be subject to additional license fees at Xerox's then - current pricing. Maintenance Releases, Updates, and Feature Releases are collectively referred to as "Releases ". Each Release will be considered Software governed by the Software License and Software Support provisions of the Contract, unless otherwise noted. Implementation of a Release may require Customer to procure, at Customer's expense, additional hardware, and/or software from Xerox or another entity. Upon installation of a Release, Customer will return or destroy all prior Releases. 35. Diagnostic Software. Software used to maintain the Equipment and/or diagnose its failure or substandard performance (collectively "Diagnostic Software ") is embedded in, resides in, or may be loaded on the Equipment. Title to Diagnostic Software will remain with Xerox or its licensors. Customer agrees that Customer's acquisition of the Equipment does not grant Customer a license or right to use Diagnostic Software for any purpose, or allow third parties to do so. Customer agrees at all times to allow Xerox reasonable access to the Equipment to access, monitor, and otherwise takes steps to prevent unauthorized use or reproduction of Diagnostic Software, provided that such access to your facility will be during normal business hours. * ** Last Clarification and Additional Term *** eagle clarifications_ver0206.doc Page 7 of 7 JJDB (02/2012) Eagle County Government Xerox Response Xerox Attachment(s) Attachment 4 — Sample of Lease Agreement Xerox Confidential — Business Proprietary Information Lease Agreement Xerox p __„, j --- . Terms and Conditions INTRODUCTION: "Consumable Supplies" is identified in Maintenance Plan Features. If Consumable 1. TOTAL SATISFA TION GUARANTEE. If you are not totally satisfied with any Supplies includes Cartridges that are furnished with pre -paid shipping labels, you will Xerox -brand Equipme t delivered under this Agreement Xerox will, at your request, return used Cartridges to Xerox for remanufacturing. Upon expiration of this Agreement replace it without ch ge with an identical model or, at Xerox's option, with Xerox you will return to Xerox any unused Consumable Supplies that are fumished with pre - Equipment with comp rable features and capabilities. This Guarantee applies only to paid shipping labels and destroy all other unused Consumable Supplies. If your use of Xerox -brand Equipm t that has been continuously maintained by Xerox under this Consumable Supplies exceeds Xerox's published yield by more than 10 %, Xerox will Agreement or a Xero maintenance agreement. For 'Previously Installed" Equipment, notify you of such excess usage. If such excess usage does not cease within 30 days this Guarantee will be ffective for 1 year after installation. For all other Equipment, this after such notice, Xerox may charge you for such excess usage. Upon request, you Guarantee will be eff tive for 3 years after installation unless the Equipment is being will provide an inventory of Consumable Supplies in your possession. financed under this Agreement for more than 3 years, in which event it will expire at the 6. CARTRIDGES. If Xerox is providing Maintenance Services for Equipment utilizing end of the initial Term of this Agreement. cartridges designated by Xerox as customer replaceable units, including copy /print GOVERNMENT TERMS: cartridges and xerographic modules or fuser modules ( "Cartridges "), you agree to use 2. REPRESENTATIONS & WARRANTIES. You represent and warrant, as of the date only unmodified Cartridges purchased directly from Xerox or its authorized resellers in of this Agreement, that: (1) you are a State or a fully constituted political subdivision or the U.S. Cartridges packed with Equipment and replacement Cartridges may be new, agency of the State in which you are located and are authorized to enter into, and carry remanufactured or reprocessed. Remanufaclured and reprocessed Cartridges meet out, your obligations under this Agreement and any other documents required to be Xerox's new Cartridge performance standards and contain new or reprocessed delivered in connectitt with this Agreement (collectively, the "Documents "); (2) the components. To enhance print quality, Cartridge(s) for many models of Equipment have Documents have been duly authorized, executed and delivered by you in accordance been designed to cease functioning at a predetermined point. In addition, many with all applicable laws, rules, ordinances and regulations (including all applicable laws Equipment models are designed to function only with Cartridges that are newly governing open meetings, public bidding and appropriations required in connection with manufactured original Xerox Cartridges or with Cartridges intended for use in the U.S. this Agreement and the acquisition of the Products) and are valid, legal, binding 7. MAINTENANCE SERVICES. Except for Equipment identified as "No Svc. ", Xerox agreements, enforceable in accordance with their terms; (3) the person(s) signing the (or a designated servicer) will keep the Equipment in good working order ( "Maintenance Documents have the authority to do so, are acting with the full authorization of your Services'). Maintenance Services will be provided during Xerox's standard working governing body and hold the offices indicated below their signatures, each of which are hours in areas open for repair service for the Equipment. Maintenance Services genuine; (4) the Pryryducts are essential to the immediate performance of a excludes repairs due to: (1) misuse, neglect or abuse; (ii) failure of the installation site or governmental or proprletary function by you within the scope of your authority and will the PC or workstation used with the Equipment to comply with Xerox's published be used during the Term only by you and only to perform such function; and (5) your specifications; (ii) use of options, accessories or products not serviced by Xerox; (iv) payment obligations under this Agreement constitute a current expense and not a debt non -Xerox alterations, relocation, service or supplies; or (v) failure to perform operator under applicable state law and no provision of this Agreement constitutes a pledge of maintenance procedures identified in operator manuals. Replacement parts may be your tax or general r venues, and any provision that is so construed by a court of new, reprocessed or recovered and all replaced parts become Xerox's property. Xerox competent jurisdiction void front the inception of this Agreement. will, as your exclusive remedy for Xerox's failure to provide Maintenance Services, 3. FUNDING. You re event and warrant that all payments due and to become due replace the Equipment with an identical model or, at Xerox's option, another model with during your current fiscal year are within the fiscal budget of such year and are included comparable features and capabilities. There will be no additional charge for the within an unrestricted and unencumbered appropriation currently available for the replacement Equipment during the remainder of the initial Term. If meter reads are a purchase /maintenance of the Products, and it is your intent to use the Products for the component of your Maintenance Plan, you will provide them using the method and entire term and to make all payments required under this Agreement. If (1) through no frequency identified by Xerox. If you do not provide a meter reading, Xerox may action initiated by you, your legislative body does not appropriate funds for the estimate the reading and bill you accordingly. continuation of this Agreement for any fiscal year after the first fiscal year and has no 8. EQUIPMENT STATUS. Unless you are acquiring "Previously Installed" Equipment, funds to do so from other sources, and (2) you have made a reasonable but Equipment will be (1) "Newly Manufactured ", which may contain some reconditioned unsuccessful effort to find a creditworthy assignee acceptable to Xerox in its sole components; (2) "Factory Produced New Model ", which is manufactured and newly discretion within your general organization who can continue this Agreement this serialized at a Xerox factory, adds functions and features to a product previously Agreement may be terminated. To effect this termination, you must at least 30 days disassembled to a Xerox predetermined standard, and contains new and reconditioned prior to the beginnin of the fiscal year for which your legislative body does not components; or (3) "Remanufactured ", which has been factory produced following appropriate funds, not' Xerox in writing that your legislative body Failed to appropriate disassembly to a Xerox predetermined standard and contains new and reconditioned funds and that you ha tirade the required effort to find an assignee. Your notice must components. be accompanied by p ment of all sums then owed through the current year under this 9. SOFTWARE LICENSE. Xerox grants you a non - exclusive, non - transferable license Agreement and must ertify that the canceled Equipment is not being replaced by to use in the U.S.: (a) software and accompanying documentation provided with Xerox - equipment performing similar functions during the ensuing fiscal year. You will return brand Equipment ( "Base Software) only with the Xerox -brand Equipment with which it the Equipment at you expense, to a location designated by Xerox and when returned, was delivered; and (b) software and accompanying documentation identified in this the Equipment will be 'n good condition and free of all liens and encumbrances. You Agreement as "Application Software" only on any single unit of equipment for as long will then he released f m any further payment obligations beyond those payments due as you are current in the payment of all applicable software license fees. "Base for the current fiscal y r (with Xerox retaining all sums paid to date). Software' and "Application Software" are referred to collectively as "Software". You SOLUTION /SERVICES: have no other rights and may not (1) distribute, copy, modify, create derivatives of, 4. PRODUCTS. 'Products" means the equipment ( "Equipment "), Software and decompite, or reverse engineer Software: (2) activate Software delivered with the supplies identified in this Agreement. You agree the Products are for your business Equipment in an inactivated state; or (3) allow others to engage in same. Title to, and use (not resale) in the United States and its territories and possessions ( "U.S. ") and will all intellectual property rights in, Software will reside solely with Xerox andlor its not be used for person, household or family purposes. licensors (who will be considered third-party beneficiaries of this Section). Software 5. CONSUMABLE SUPPLIES. If "Consumable Supplies" is identified in Maintenance may contain code capable of automatically disabling the Equipment. Disabling code Plan Features, Maintenance Services will include black toner (excluding highlight color may be activated if: (x) Xerox is denied access to periodically reset such code; (y) you toner), black developer, Cartridges, and, it applicable, fuser agent ( "Consumable are notified of a default under this Agreement; or (z) your license is terminated or Supplies'). For full -color Equipment, Consumable Supplies will also include color toner expires. The Base Software license will terminate; (1) if you no longer use or possess and developer. For Phaser Products, Consumable Supplies may also include, if the Equipment; (i) you are a lessor of the Equipment and your first lessee no longer applicable, black solid ink, color solid ink, imaging units, waste cartridges, transfer rolls, uses or possesses it; or (iii) upon the expiration or termination of this Agreement, transfer belts, transfer units, belt cleaner, maintenance kits, print Cartridges, drum unless you have exercised your option to purchase the equipment. Neither Xerox nor Cartridges, waste tray and cleaning kits. Consumable Supplies are Xerox's property its licensors warrant that Software will he free from errors or that its operation will he until used by you, nd you will use them only with the Equipment for which uninterrupted. The foregoing terms do not apply to Diagnostic Software or to WS X51475 0816/2009 7:40:54 Confidential - Copyright° 2008 XEROX CORPORATION. All rights reserved. Page 2 of 4 Lease Agreement xerox gp Terms and Conditions software/documentation accompanied by a clickwrap or shrinkwrap license agreement lessee of the Equipment or otherwise made subject to a separate license agreement. 18. PURCHASE OPTION. If not in default, you may purchase the Equipment, AS IS, 10. SOFTWARE SUPPORT. Xerox (or a designated servicer) will provide the software WHERE IS" and WITHOUT ANY WARRANTY AS TO CONDITION OR VALUE, at the support set forth below ('Software Support"). For Base Software, Software Support will end of the initial Term for the "Purchase Option" indicated on the face of this Agreement be provided during the initial Term and any renewal period but in no event longer than 5 (i.e., either a set dollar amount or the fair market value of the Equipment at the years after Xerox stops taking customer orders for the subject model of Equipment. For expiration of the initial Term), plus all applicable Taxes. Application Software, Software Support will be provided as long as you are current in 19. DEFAULT & REMEDIES. You will be in default under this Agreement if (1) Xerox the payment of all applicable software license and support fees. Xerox will maintain a does not receive any payment within 15 days after the date it is due, or (2) you breach web -based or toll -free hotline during Xerox's standard working hours to report Software any other obligation in this or any other agreement with Xerox. If you default, Xerox problems and answer Software- related questions. Xerox, either directly or with its may, in addition to its other remedies (including cessation of Maintenance Services), vendors, will make reasonable efforts to: (a) assure that Software performs in material remove the Equipment at your expense and require immediate payment as liquidated conformity with its user documentation; (b) provide available workarounds or patches to damages for loss of bargain and not as a penalty, of: (a) all amounts then due, plus resolve Software performance problems; and (c) resolve coding errors for (1) the current interest from the due date until paid at the rate of 1.5% per month; (b) the Minimum Release and (ii) the previous Release for a period of 6 months after the current Payments (less the Maintenance Services and Consumable Supplies components Release is made available to you. Xerox will not be required to provide Software thereof, as reflected on Xerox's books and records) remaining in the Term, discounted Support if you have modified the Software. New releases of Software that primarily at 4% per annum; (c) the applicable Purchase Option; and (d) all applicable Taxes. You incorporate compliance updates and coding error fixes are designated as "Maintenance will pay all reasonable costs, including attorneys' fees, incurred by Xerox to enforce this Releases" or "Updates ". Maintenance Releases or Updates that Xerox may make Agreement. If you make the Equipment available for removal by Xerox within 30 days available will be provided at no charge and must be implemented within six months. after notice of default, in the same condition as when delivered (reasonable wear and New releases of Software that include new content or functionality ( "Feature Releases') tear excepted), you will receive a credit for the fair market value of the Equipment as will be subject to additional license fees at Xerox's then - current pricing. Maintenance determined by Xerox, less any costs incurred by Xerox. Releases, Updates and Feature Releases are collectively referred to as "Releases ". GENERAL TERMS & CONDITIONS: Each Release will be considered Software governed by the Software License and 20. NON- CANCELABLE AGREEMENT. THIS AGREEMENT CANNOT BE Software Support provisions of this Agreement (unless otherwise noted). CANCELED OR TERMINATED EXCEPT AS EXPRESSLY PROVIDED HEREIN. Implementation of a Release may require you to procure, at your expense, additional YOUR OBLIGATION TO MAKE ALL PAYMENTS, AND TO PAY ANY OTHER hardware and /or software from Xerox or another entity. Upon installation of a Release, AMOUNTS DUE OR TO BECOME DUE, IS ABSOLUTE AND UNCONDITIONAL AND you will retum or destroy all prior Releases. NOT SUBJECT TO DELAY, REDUCTION, SET -OFF, DEFENSE, COUNTERCLAIM 11. DIAGNOSTIC SOFTWARE. Software used to evaluate or maintain the Equipment OR RECOUPMENT FOR ANY REASON WHATSOEVER, IRRESPECTIVE OF ( "Diagnostic Software ") is included with the Equipment. Diagnostic Software is a XEROX'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER. ANY CLAIM valuable trade secret of Xerox. Title to Diagnostic Software will remain with Xerox or its AGAINST XEROX MAY BE ASSERTED IN A SEPARATE ACTION AND SOLELY licensors. Xerox does not grant you any right to use Diagnostic Software, and you will AGAINST XEROX. not access, use, reproduce, distribute or disclose Diagnostic Software for any purpose 21. REPRESENTATIONS. The individuals signing this Agreement are duly authorized (or allow third parties to do so). You will allow Xerox reasonable access to the to do so and all financial information you provide completely and accurately represents Equipment to remove or disable Diagnostic Software if you are no longer receiving your financial condition. Maintenance Services from Xerox. 22. LIMITATION OF LIABILITY. Except for liability under the indemnification PRICING PLAN/OFFERING SELECTED: obligations set forth in this Agreement, Xerox will not be liable to you for any direct 12. TERM. The Term for each unit of Equipment will commence upon: (a) delivery of damages in excess of $10,000 or the amounts paid hereunder, whichever is greater, customer - installable Equipment; or (b) installation of Xerox - installable Equipment. and neither party will be liable to the other for any special, indirect, incidental, Unless either party provides notice of termination at least thirty days before the consequential or punitive damages arising out of or relating to this Agreement, whether expiration of the initial Term, it will renew automatically on a month -to -month basis on the claim alleges tortious conduct (including negligence) or any other legal theory. Any the same terms and conditions. During this renewal period, either party may terminate action you take against Xerox must be commenced within 2 years after the event that the Equipment upon at least 30 days notice. Upon termination, you will make the caused it. Products available for removal by Xerox. At the time of removal, the Equipment will be 23. CREDIT REPORTS. You authorize Xerox or its agent to obtain credit reports from in the same condition as when delivered (reasonable wear and tear excepted). commercial credit reporting agencies. 13. PAYMENT. Payment (including applicable Taxes) is due within 30 days after the 24. FORCE MAJEURE. Xerox will not be liable to you during any period in which its invoice date, with all charges being billed in arrears. This Agreement will not be performance is delayed or prevented, in whole or in part, by a circumstance beyond its automatically renewed. reasonable control. Xerox will notify you it such a crcumstance occurs. 14. OTHER CHARGES. You will pay a one -time documentation fee of $75 for this 25. PROTECTION OF XEROX'S RIGHTS. You authorize Xerox or its agent to file, by Agreement. If a payment is not received by Xerox within 10 days after the due date, any permissible means, financing statements necessary to protect Xerox's rights as Xerox may charge, and you will pay, a late charge of 5% of the amount due or $25, lessor of the Equipment. You will promptly notify Xerox of a change in ownership, or if whichever is greater. you relocate your principal place of business or change the name of your business. 15. PRICE INCREASES. Xerox may annually increase the maintenance component of 26. WARRANTY & FINANCE LEASE DISCLAIMERS. XEROX DISCLAIMS THE the Minimum Payment and Print Charges, each such increase not to exceed 10 %. For IMPLIED WARRANTIES OF NON- INFRINGEMENT AND FITNESS FOR A Application Software, Xerox may annually increase the software license or support PARTICULAR PURPOSE, This Agreement is a "finance lease" under Article 2A of the fees, each such increase not to exceed 10 %. Uniform Commercial Code and, except to the extent expressly provided herein, and as 16. DELIVERY, REMOVAL & RELOCATION. Equipment prices include standard permitted by applicable law, you waive all of your rights and remedies as a lessee delivery and removal charges. Non - standard delivery and Equipment relocation must under Article 2A. he arranged (or approved in advance) by Xerox and will he at your expense. 27. INTELLECTUAL PROPERTY INDEMNITY. Xerox will defend, and pay any 17. TAXES. You will be responsible for all applicable taxes, fees or charges of any kind settlement agreed to by Xerox or any final judgment for, any claim that a Xerox -brand (including interest and penalties) assessed by any governmental entity on this Product infringes a third party's U.S. intellectual property rights. You will promptly notify Agreement or the amounts payable under this Agreement ('Taxes "), which will be Xerox of any alleged infringement and permit Xerox to direct the defense. Xerox is not included in Xerox's invoice unless you timely provide proof of your tax exempt status. responsible for any non -Xerox litigation expenses or settlements unless it pre - approves Taxes do not include personal property taxes in jurisdictions where Xerox is required to them in writing. To avoid infringement, Xerox may modify or substitute an equivalent pay personal property taxes, and taxes on Xerox's income. This Agreement is a lease Xerox -brand Product, refund the price paid for the Xerox -brand Product (less the for all income tax purposes and you will not claim any credit or deduction for reasonable rental value for the period it was available to you), or obtain any necessary depreciation of the Equipment or take any other action inconsistent with your role as licenses. Xerox is not liable for any infringement based upon a Xerox -brand Product WS X51475 08/6/2009 07:40:54 Confidential - Copyright® 2008 XEROX CORPORATION. All rights reserved. Page 3 of 4 Lease Agreement xe rox j r Terms and Conditions being modified to you specifications or being used or sold with products not provided and will be governed by the laws of the State of New York (without regard to conflict -of- by Xerox. law principles). In any action to enforce this Agreement, the parties agree (a) to the 28. TITLE & RISK OF LOSS. Until you exercise your Purchase Option: (a) title to jurisdiction and venue of the federal and state courts in Monroe County, New York, and Equipment will remain ' Xerox; (b) Equipment will remain personal property; (c) you (b) to waive their right to a jury trial. ff a court finds any term of this Agreement will not attach the Equ ment as a fixture to any real estate; (d) you will not pledge, sub- unenforceable, the remaining terms will remain in effect. The failure by either party to lease or part with pos ssion of it, or file or permit to be filed any lien against it; and, (e) exercise any right or remedy will not constitute a waiver of such right or remedy. Each you will not make an permanent alterations to it. Risk of loss passes to you upon party may retain a reproduction (e.g., electronic image, photocopy, facsimile) of this delivery and remains ith you until Xerox removes the Equipment. You will keep the Agreement which will be admissible in any action to enforce it, but only the Agreement Products insured aga st loss or damage and the policy will name Xerox as a loss held by Xerox will be considered an original. Xerox may accept this Agreement either payee. by signature or by commencing performance. Changes to this Agreement must be in 29. ASSIGNMENT. E ept for assignment by Xerox to a parent, subsidiary or affiliate writing and signed by both parties. Any terms on your ordering documents will be of no of Xerox, or to securitize this Agreement as part of a financing transaction ( "Permitted force or effect. The following four sentences control over every other part of this Assignment'), neither party will assign any of its rights or obligations under this Agreement. Both parties will comply with applicable laws. Xerox will not charge or Agreement without the prior written consent of the other parry. In the event of a collect any amounts in excess of those allowed by applicable law. Any part of this Permitted Assignment: (a) Xerox may, without your prior written consent, release to the Agreement that would, but for the last four sentences of this Section, be read under any proposed assignee information it has about you related to this Agreement; (b) the circumstances to allow for a charge higher than that allowed under any applicable legal assignee will have all of the rights but none of the obligations of Xerox hereunder; (c) limit, is modified by this Section to limit the amounts chargeable under this Agreement you will continue to look to Xerox for performance of Xerox's obligations, including the to the maximum amount allowed under the legal limit. If, in any circumstances, any provision of Maintenance Services; (d) you waive and release the assignee from any amount in excess of that allowed by law is charged or received, any such charge will be claim relating to or arising from the performance of Xerox's obligations hereunder; (e) deemed limited by the amount legally allowed and any amount received by Xerox in you shall not assert any defense, counterclaim or setoff you may have against an excess of that legally allowed will be applied by Xerox to the payment of amounts assignee; and (f) you will remit payments in accordance with instructions of the legally owed under this Agreement, or refunded to you. assignee. 31. REMOTE SERVICES. Certain models of Equipment are supported and serviced 30. MISCELLANEOUS. Notices must be in writing and will be deemed given 5 days using data that is automatically collected by Xerox from the Equipment via electronic after mailing, or 2 days after sending by nationally recognized overnight courier. Notices transmission From the Equipment to a secure off -site location. Examples of will be sent to you at the "Bill to" address identified in this Agreement, and to Xerox at automatically transmitted data include product registration, meter read, supply level, the inquiry address s forth on your most recent invoice, or to such other address as Equipment configuration and settings, software version, and problem /fault code data. either party may desi nate by written notice. You authorize Xerox or its agents to All such data shall be transmitted in a secure manner specified by Xerox. The communicate with y by any electronic means (including cellular phone, email, automatic data transmission capability will not allow Xerox to read, view or download automatic dialing and corded messages) using any phone number (including cellular) the content of any Customer documents residing on or passing through the Equipment or electronic address ou provide to Xerox. This Agreement constitutes the entire or Customer's information management systems. agreement as to its s ject matter, supersedes all prior oral and written agreements, 1 WS X51475 08/6/2009 0':40:54 Confidential - Copyright® 2008 XEROX CORPORATION. All rights reserved. Page 4 of 4 Eagle County Government Xerox Response Xerox Attachment(s) Attachment 5 — Product Specifications for Recommended Models Please note we have included product specification sheets as separate files to this email submission. Xerox Confidential — Business Proprietary Information Eagle County Government Xerox Response Xe - ox Attachment(s) Attachment 6 — Third -Party Reports (BLI, BERTL) Please note we have included additional Reports as separate files to this email submission. Xerox Confidential — Business Proprietary Information c14 F 51 F Ca-tve3 3 1 I rt j RC-- Exhibit B Band Pricing Sheets Band 2 Pricing Band 2 — Co speed 50+ PPM (network print speed must be at least 75% of rated copy seed a Copy P ( P P PY P ) Make and Model Number: 3CQ9303 SKU: N/A Copy Speed: 50 Network Print Speed: 42 Configuration 36 mo lease price 60 mo lease price Purchase price Baseline lease pricing $381.60 $ 2 61.6 6 $12,305 Price per image b/w $.005 $.005 $.005 Price per image color L2:$.0249 -L3 :$.0450 Add Fax $16.22 $10.87 $479 Add Stapling $25.75 $17.24 $760 Add USB printing /scanning INCLUDED INCLUDED INCLUDED Add Mobile printing INCLUDED INCLUDED INCLUDED Add hole punch $9.49 $6.35 $280 Add folding $125.82 $84.06 $3,705 Add EIP (Extensible Interface INCLUDED INCLUDED INCLUDED Platform) -6- Exhibit B Band Pricing Sheets Band 2 Pricing Band 2 — Copy speed 50+ PPM (network print speed must be at least 75% of rated copy speed) Make and Model Number: W7556P SKU: N/A Copy Speed: 50 Network Print Speed: 39 Configuration 36 mo lease price 60 mo lease price Purchase price Baseline lease pricing $200.23 $141.00 $6,030 Price per image b/w $ . 004 $ . 004 $ . 004 Price per image color $ . 039 $ . 039 $.039 Add Fax $16.22 $10.87 $479 Add Stapling $21.68 $14.52 $640 Add USB printing /scanning INCLUDED INCLUDED INCLUDED Add Mobile printing INCLUDED INCLUDED INCLUDED Add hole punch $6.78 $4.53 $200 Add folding $21.65 $14.50 $639 Add EIP (Extensible Interface INCLUDED INCLUDED INCLUDED Platform) -6- Ued. 51-1e43 Nau,tval 301202 'AL- Exhibit B Band Pricing Sheets Band 3 Pricing Band 3 — Copy speed 75+ PPM (network print speed must be at least 75% of rated copy speed) Make and Model Number: WC7775P SKU: N/A Copy Speed: 75 Network Print Speed: 50 (66 %) Configuration 36 mo lease price 60 mo lease price Purchase price Baseline lease pricing $312.3 $215.68 $ 9 , 83 8 Price per image b/w $.004 $.004 $.004 Price per image color $.039 $.039 $.039 Add Fax $19.27 $12.91 $569 Add Stapling $45.06 $30.18 $1,330 Add USB printing /scanning N/A N/A N/A Add Mobile printing INCLUDED INCLUDED INCLUDED Add hole punch INCLUDED INCLUDED INCLUDED Add folding $106.21 $71.13 $3,135 Add EIP (Extensible Interface INCLUDED INCLUDED Platform) INCLUDED -7- Residual Value Analysis for the U.S. Marketplace Prepared on Behalf of Xerox Corporation Prepared By Gartner Group Consulting Services Excerpt from Final Report Background Xerox has engaged Gartner Group to forecast U.S. market residual values for 77 of its products. To compile this information for Xerox, Gartner Group has analyzed existing market information, synthesized the opinions of the relevant industry analysts and performed primary research in the marketplace. Methodology Engagement team members drew upon the following resources to develop the analysis contained within this report: • Publicly - available product information, including current prices, current market prices, functional improvements and maintenance pricing policies. • Broker /dealer survey. Five secondary market brokers were contacted to develop a better understanding of supply and demand dynamics in the secondary market for Xerox equipment in the United States. • Wholesale price information. Internet searches and literature searches were conducted to locate end users with Xerox machines for sale. • Analysts in Gartner Group's Electronic Output Strategies (EOS) and Financial Strategies (FS) services. • The Gartner Group Financial Service's residual valuation model. • Existing Gartner Group residual value analysis, including technological market factors (such as price /performance and competition). The Gartner Group residual value methodology is a two -step process. First, a general model is constructed that describes the movement of a model family's attributes over time. The general model is then mapped with specific intelligence about anticipated price cuts, product introduction dates, supply /demand, and product relationships. The result is a model which reflects both the economic and technological factors that determine residual values. This report should be viewed as a long -range analysis of product and market trends. Gartner Group does not attempt to forecast short-term fluctuations due to aberrations in the market, nor do we intend to gauge "spot market" prices that normally change from daily supply /demand fluctuations.