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HomeMy WebLinkAboutC25-063 Professional Document Solutions_emergency operations center 56 Edwards Village Blvd. #203 Edwards, CO 81632 • 970-845-7870 • www.pds-co.com PURCHASE AGREEMENT Customer Information Customer Name: Use Exact Registered Name if a Corp., LLC or LP Eagle County Emergency Management Customer’s Contact Person Birch Barron Customer’s Telephone (970) 328-3545 Customer Contact Person’s E-Mail birch.barron@eaglecounty.us Billing Address P.O. Box 850 Eagle, CO 81631 Installation Address 500 Broadway Eagle, CO 81631 Notes Product / Equipment Description Make and Model (Required) Price Quantity Purchase Amount AltaLink C8230 w/ office finisher & punch $8,809.50 1 $8,809.50 Total $8,809.50 Docusign Envelope ID: 319D7664-A18B-437B-AA1D-5C46F2EE9DAC 56 Edwards Village Blvd. #203 Edwards, CO 81632 • 970-845-7870 • www.pds-co.com Terms and Conditions 1. PRODUCTS. "Products" means the equipment ("Equipment"), Software and supplies identified in this Agreement. You agree the Products are for your business use (not resale) in the United States and its territories and possessions ("U.S.") and will not be used for personal, household or family purposes. 2. EQUIPMENT STATUS. Unless you are acquiring "Previously Installed" Equipment, Equipment will be (1) "Newly Manufactured", which may contain some reconditioned components; (2) "Factory Produced New Model", which is manufactured and newly serialized at a Xerox factory, adds functions and features to a product previously disassembled to a Xerox predetermined standard, and contains new and reconditioned components; or (3) "Remanufactured", which has been factory produced following disassembly to a Xerox predetermined standard and contains new and reconditioned Components. 3. DIAGNOSTIC SOFTWARE. Software used to evaluate or maintain the Equipment ("Diagnostic Software") is included with the Equipment. Diagnostic Software is a valuable trade secret of Xerox. Title to Diagnostic Software will remain with Xerox or its licensors. Xerox does not grant you any right to use Diagnostic Software, and you will not access, use, reproduce, distribute, or disclose Diagnostic Software for any purpose (or allow third parties to do so). You will allow Xerox reasonable access to the Equipment to remove or disable Diagnostic Software if you are no longer receiving Maintenance Services from Xerox, provided that any on-site access to your facility will be during your normal business hours. 4. PAYMENT. Payment is due upon delivery of equipment. 5. LATE CHARGE. If a payment is not received by PDS by the due date, PDS may charge, and you will pay, a late charge of 5% of the amount due or $25, whichever is greater. 6. DELIVERY, REMOVAL & RELOCATION. Equipment prices include standard delivery charges and, for Xerox-owned Equipment, standard removal charges. Charges for non-standard delivery or removal and for any Equipment relocation are your responsibility. Relocation of Xerox-owned Equipment must be arranged (or approved in advance) by Xerox and may not be to a location outside of the U.S. 7. TAXES. You will be responsible for all applicable sales & use taxes, fees, or charges of any kind (including interest and penalties) assessed by any governmental entity on this Agreement or the amounts payable under this Agreement ("Taxes"), which will be included in Xerox's invoice unless you provide proof of your tax-exempt status prior to acceptance of the equipment. Taxes do not include taxes on Xerox's income. 8. DEFAULT & REMEDIES. You will be in default under this Agreement if (1) PDS does not receive any payment within 15 days after the date it is due. If you default, PDS may, in addition to its other remedies (including the cessation of Maintenance Services), 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 at the rate of 1.5% per month; (b) the remaining Minimum Payments, not to exceed 6 such payments if this Agreement is for a one year Term, and twelve (12) such payments for a multi-year Term; and, (c) all applicable Taxes. You will pay all reasonable costs, including attorneys' fees, incurred by PDS to enforce this Agreement. 9. 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 your responsibility. Upon request, Xerox will provide additional information to you regarding the security features available for Equipment models. 10. REPRESENTATIONS. The individuals signing this Agreement are duly authorized to do so and all financial information you provide completely and accurately represents your financial condition. 11. LIMITATION OF LIABILITY. For claims arising out of or relating to this Agreement whether the claim alleges tortious conduct (including negligence) or any other legal theory, but excepting liability under the indemnification obligations set forth in this Agreement, PDS will not be liable to you for any direct damages in excess of $10,000 or the amounts paid hereunder, whichever is greater, and neither party will be liable to the other for any special, indirect, incidental, consequential or punitive damages. Any action you take against PDS must be commenced within 2 years after the event that caused it. 12. FORCE MAJEURE. Xerox will not be liable to you during any period in which its performance is delayed or prevented, in whole or in part, by a circumstance beyond its reasonable control. Xerox will notify you if such a circumstance occurs. 13. TITLE & RISK OF LOSS. Title to the Equipment passes to you upon delivery. Risk of loss or damage to the Products passes to you upon delivery. Purchase Agreement Acceptance Customer: Print Name Jeff Shroll Customer: Signed Name Customer: Date Docusign Envelope ID: 319D7664-A18B-437B-AA1D-5C46F2EE9DAC 1/28/2025 Cost Per Print Agreement THIS IS A LEGALLY BINDING NON-CANCELABLE CONTRACT Agreement No: Customer – Use EXACT registered name if a corp., LLC or LP Eagle County Emergency Management Customer’s Contact Person: Birch Barron Contact Person’s E-mail: birch.barron@eaglecounty.us Street 500 Broadway City, State Eagle, CO County Eagle Zip Code 81631 Customer’s Telephone 970-328-3545 In this Cost Per Print Agreement, as it may be amended or supplemented from time to time (the “Agreement”), the word “Customer” means the Customer named above. “Company” means PROFESSIONAL DOCUMENT SOLUTIONS INC., an authorized Xerox Partner Print Services reseller. “Xerox” means Xerox Corporation. 1. SERVICES. COMPANY OR XEROX WILL PROVIDE THE SERVICES (“SERVICES”) AS DESCRIBED ON ONE OR MORE ATTACHED PRINT SERVICE SCHEDULES(S) (“SCHEDULES”) FOR THE DEVICES ON SUCH SCHEDULES (“MANAGED DEVICES”). The Tools (as defined below) will be used to monitor the networked Managed Devices. The Tools provide automatic service and supplies alerts to the Help Desk (e.g., low toner) and are used for automated meter collection, new device discovery, and device data collection for reporting. The Tools periodically scan approved ranges of the Customer’s network for devices that may be eligible to be added as Managed Devices. Devices identified through this process may be added as Managed Devices and billed at the rates identified in the Schedules. Customer agrees to pay to Company the “Minimum Monthly Charges” set forth on Schedules, any excess print charges, monthly fees, and consumable charges for non-networked Managed Devices as set forth on the Schedules, and all other amounts stated herein. 2. TERM AND TERMINATION The term of this Agreement will begin on the date Company accepts and signs the Agreement and will continue for as long as devices are covered by a Schedule to this Agreement (“Term”). Each Schedule has its own term (“Schedule Term”) for the Managed Devices covered by such Schedule. The company may terminate any Managed Device covered by this Agreement at the end of a Schedule Term if Xerox gives Company notice that such device is no longer supported. Each Managed Device covered by a Schedule to this Agreement will automatically renew for an additional one-year term unless either party provides the other party with written notice of non-renewal at least 45 days, but not more than 90 days, before the end of the existing Schedule Term. Upon Customer’s request, Company will provide Customer with revised pricing for the renewal term within 90 days before the end of the existing Schedule Term for the Managed Devices that will be supported at the time of renewal and will use reasonable efforts to notify Customer of the devices that are no longer supported. Customer may terminate any Managed Device covered by this Agreement prior to the end of a Schedule Term by paying an early termination fee of $150.00 per Managed Device. This fee is waived when: a. The terminated device is replaced with a new Managed Device, b. The terminated device was continuously covered under this Agreement for at least three (3) years, or c. Xerox determines the Managed Device is beyond repair or is classified by the OEM as service discontinued, or parts or Supplies (defined below) are no longer commercially available 3. BREAK FIX SERVICES Company will determine the appropriate Break Fix Service Provider based on your physical location. Except for Managed Devices identified as “Supplies Only” on the Schedules, Service Provider will keep the Managed Devices in good working order ("Break Fix Services") a. Break Fix Services may be initiated by the Tools for Networked Managed Devices or by Customer calling the Help Desk. b. Customers must assist Service Provider with remote solve efforts, including talking with a Service Representative to detail the issue, attempt recommended actions to resolve, and, if not resolved remotely, schedule an appointment for a service technician to perform on-site Break Fix Services. A service technician will not be dispatched until customer talks to a service provider service representative. c. If a device fault cannot be resolved remotely, the Service Provider will dispatch a service technician to perform on-site Break Fix Services, which will usually be the next business day. On-site Break Fix Services are provided Monday through Friday (excluding New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day) from 8:00 AM to 5:00 PM local time (“Service Hours”). Break-Fix Services exclude repairs due to: (i) misuse, neglect, abuse, or operation of a Managed Device outside the original equipment manufacturer (“OEM”) specifications; (ii) failure of the Customer’s PC to comply with the OEM’s published specifications; (iii) act of God or other force majeure event; (iv) relocation, alterations, or use of options, accessories, service or supplies not provided by Company or Xerox; (v) failure to perform any Customer Responsibilities identified in the section titled “Customer Responsibilities”; or (vi) acts or omissions of Customer or any party not affiliated with Company or Xerox. d. If Service Provider determines that a Managed Device is beyond repair, Xerox will replace the device with the equivalent or comparable model at its own expense with a device that is then supported by Xerox. e. If Service Provider determines that a Managed Device is classified by the OEM as service discontinued, or parts or Supplies (defined below) are no longer commercially available, Customer may (i): replace the device at its own expense with a device that is then supported by Company, or (ii): notify Company to delete the device from the Agreement. f. Replacement parts may be new or used, and all removed, replaced parts become Service Provider’s property. g. If a maintenance kit or drum is required for a Managed Device, Company will provide Customer with the drum or maintenance kit component(s). Drums and maintenance kits are included in the pricing. Technicians are not dispatched for preventative maintenance or cleaning or for installation of maintenance kits or drums if such items are designated as CRUs. Docusign Envelope ID: 319D7664-A18B-437B-AA1D-5C46F2EE9DAC 4. SUPPLIES. Xerox will furnish all consumables needed for device operation outside of paper, staples, and power. (“Supplies”), as applicable for Managed Devices. a. Supplies requests may be placed by the Tools. b. Supplies are Xerox’s property until used by Customer, and Customer will use them only with the Managed Devices. Selling, transferring, bartering, or otherwise conveying Supplies to anyone is strictly prohibited and is subject to civil and criminal penalties. c. Upon request, Customer will provide an inventory of Supplies in its possession. No “safety stock” of Supplies is permitted under this Agreement. “Safety Stock” means more than one consumable item (e.g., toner cartridge) that is not installed in a Managed Device. Upon expiration or termination of the Agreement, Customer will, at Xerox’s option and expense, return any unused Supplies to Xerox, permit access to its facilities to permit collection or disposal of them as directed in writing by Xerox. d. To prevent excessive shipment of Supplies, when Supplies are ordered for Managed Devices, Xerox will: (i) check the level of the current consumable, if available, to validate a low consumables condition; and (ii) check the metered impression volume since the last Supplies shipment to determine if impression volume exceeds the expected yield. If these conditions are not satisfied, Supplies will be billed to Customer. e. Xerox may not provide Supplies if a current meter read is not received for a Managed Device. Pricing set forth on the Schedules includes standard ground shipping. If Customer requests expedited shipping, the cost of second day, overnight, or other non-standard shipping will be billed to Customer. f. Customer must separately purchase supplies other than those specifically listed on the Schedules, including, without limitation, paper and staples, at Customer’s own cost. 5. HELP DESK. The Help Desk is available during the Service Hours to receive, track, escalate, process, and close service issues, remotely resolve certain issues, and process Customer requests for Break Fix Services. 6. CUSTOMER RESPONSIBILITIES. Customer will: a. Notify Company if Customer wishes to relocate a Managed Device, and Company will advise Customer if Services are available at the new location. b. Assure that networked Managed Devices are Simple Network Management Protocol (“SNMP”) enabled and can route SNMP over the network. If the meter reads are not provided, Company (i) may estimate the number of prints used and invoice Customer accordingly, (ii) may charge a fee in the amount of $20.00 per Device that does not report meter readings for each month until the meter readings are provided, and (iii) will adjust the estimated charge for excess prints upon receipt of actual meter readings. c. Provide a dedicated PC (or server) that is connected to Customer’s network at all times (“Customer PC”); and allow Company to install, use, access, update and maintain the Tools on the Customer PC. The Tools cannot be installed on a PC where other SNMP-based applications or other Xerox Tools are installed, because they may interfere with the Tools. d. Ensure that proper virus protection is installed, maintained, and enabled on any servers, desktop workstations, laptop computers, and other hardware attached to the Customer’s network and output environment, as well as on any server or computer hosting the Tools or any data on the Customer’s network. Neither Company nor Xerox is responsible for the disruption of Services or loss of functionality of the Tools caused by any of the foregoing. If the Tools become inoperable due to Customer implemented changes to its network, Company will work with Customer to remotely re-install Tools. e. Assist in the implementation of the Tools by providing relevant network information such as the IP address ranges or subnets on which Managed Devices reside. f. Distribute Supplies within Customer’s site and install them in Managed Devices, clear paper jams, and resolve any network or Customer PC issues, or any Managed Device software issues. g. Replace Managed Device cartridges and CRUs. Customer Replaceable Units (“CRUs”) are those items that an operator can install without service assistance, including but not limited to certain drums and maintenance kits. h. Provide reasonable access to Customer’s facilities and personnel as required for the performance of the Services. i. Ensure that Managed Devices are installed and operating within the OEM’s specifications and are readily accessible to the Xerox authorized service representative. j. Submit meter data for non-networked Managed Devices, when such cannot be provided by the Tools, at least every 30 days. k. Request Break Fix Services from the Help Desk for Managed Devices that are not compatible with the Tools. l. Grant or transfer to Xerox sufficient rights to use software owned, licensed or otherwise controlled by Customer, as required, solely for the purpose of providing the Services. m. Legally dispose of all hazardous wastes generated from use of Managed Devices and associated Supplies and CRUs Neither Company nor Xerox will be liable for delays or Services failures, including but not limited to implementation delays, if Customer does not perform or facilitate completion of its designated responsibilities. 7. PRINT CHARGES; LATE FEES AND TAXES. Each month, Customer agrees to pay Company, by the due date as set forth on the invoice, all monthly charges, print charges, and all other amounts due under this Agreement (including all applicable taxes). PDS reserves the right to increase any cost per copy rates on an annual basis, at a rate of up to 10% year over year. If Company does not receive payment in full on or before its due date, Customer shall pay (i) a fee equal to the greater of 1.5% of the amount that is late or $25, plus (ii) interest on the part of the payment that is late in the amount of 1.5% per month from the due date to the date paid. Customer is responsible for all taxes (including, without limitation, sales, use, and personal property taxes, and excluding only taxes based on Company’s income), levies, assessments, license and registration fees, and other governmental charges relating to this Agreement (collectively, “Taxes”). Company may periodically bill Customer for, and Customer agrees to promptly pay any Taxes. Customer authorizes Company to pay any Taxes when and as they may become due, and Customer agrees to reimburse Company promptly upon demand for the full amount (less any estimated amounts previously paid by Customer). 8. XEROX CLIENT TOOLS & XEROX TOOLS. Company will use certain Xerox software tools that are installed on Customer’s network (“Xerox Client Tools”), and/or certain other proprietary Xerox software (“Xerox Tools”), to perform Company’s obligations under this Agreement. Xerox Client Tools and Xerox Tools (collectively, “Tools”) are Xerox trade secrets. Xerox Client Tools and any related documentation are licensed under a separate clickwrap or shrinkwrap license agreement that Customer must accept at the time of installation. Xerox Tools are operated and used only by Company and Xerox, and Customer has no right to use, access or operate the Xerox Tools. Customer shall not decompile or reverse engineer the Tools. The Tools will be removed by Company at the expiration or termination of this Agreement. Xerox Client Tools facilitate performance of the Services through automatic collection and transmission of data to a secure off-site location. Examples of automatically transmitted data include product registration, meter read, supply level, equipment configuration and settings, software version, and problem/fault code data. All such data will be transmitted in a secure manner. The automatic data transmission capability does not allow Company or Xerox to read, view or download the content of any of Customer’s documents residing on or passing through the Managed Devices or Customer’s information management systems. If a meter reading is not generated Docusign Envelope ID: 319D7664-A18B-437B-AA1D-5C46F2EE9DAC by Xerox Client Tools or, upon request, Customer fails to provide a meter reading, Company may estimate the reading and bill Customer accordingly. 9. INTELLECTUAL PROPERTY INDEMNITY. Xerox will defend, and pay any settlement agreed to by Xerox or any final judgment for, any claim that the Tools infringe a third party’s U.S. intellectual property rights. Customer must promptly notify Company and Xerox of any alleged infringement and permit Xerox to direct the defense. Neither Company nor Xerox is responsible for any non-litigation expenses or settlements unless Xerox and Company pre-approve them in writing. To avoid infringement, Xerox may modify or substitute an equivalent tool, or obtain any necessary licenses. Xerox is not liable for any infringement based upon a modification of the Tools to Customer’s specifications or the Tools being used by Customer in a manner not permitted by this Agreement. 10. NO WARRANTIES; LIMITATION OF LIABILITY. The Services will be performed in a skillful and workmanlike manner. NEITHER XEROX NOR COMPANY MAKE ANY OTHER WARRANTIES AND BOTH XEROX AND COMPANY DISCLAIM ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. Any liability for any cause whatsoever shall be limited to amounts paid by Customer under this Agreement. This limitation shall apply regardless of the form of action, whether contract or tort, including without limitation negligence actions, provided, however, that this limitation shall not apply to damages resulting from personal injury caused by Company’s negligence. In no event shall Xerox or Company be liable to Customer for any special, indirect, incidental, consequential, exemplary or punitive damages in any way arising out of or relating to this Agreement. 11. LOSS AND DAMAGE. Customer bears the risk of loss and damage to the Managed Devices and Customer shall continue to perform its obligations even if it becomes damaged or suffers a loss. 12. ASSIGNMENT. CUSTOMER SHALL NOT SELL, ASSIGN, OR OTHERWISE TRANSFER (collectively, “TRANSFER”) THIS AGREEMENT, IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF COMPANY. Any attempted assignment or delegation without the prior written consent of Company shall be void. Although Xerox is not a party to this Agreement, Xerox is a third-party beneficiary of this Agreement. Customer acknowledges that Company may, without notice to Customer, transfer this Agreement to Xerox or a third-party reseller of Xerox products. 13. DEFAULT. Customer will be in default hereunder if Customer fails to pay in a timely manner. Terms for default will match the payment conditions of the XFS Cost Per Image Agreement regarding the late fee structure and 5 day delinquency under section 2. If Customer defaults, Company may do any or all of the following, at Company’s option: (a) terminate this Agreement, (b) require Customer to pay to Company, on demand, an amount equal to the sum of (i) all amounts then due and past due, (ii) all remaining Minimum Monthly Charges for the Term and (iii) all other amounts that may thereafter become due hereunder to the extent that Company will be obligated to collect and pay such amounts to a third party, and/or (c) exercise any other remedy available to Company under law. Customer also agrees to reimburse Company on demand for all reasonable expenses of enforcement (including, without limitation, reasonable attorneys’ fees and other legal costs). 14. NOTICE of TERMINATION. Notices must be in writing and will be deemed given five (5) days after mailing, or two (2) days after sending by nationally recognized overnight courier, to the other party’s business address, or to such other address designated by either party to the other by written notice given pursuant to this sentence. 15. APPLICABLE LAW; VENUE; JURISDICTION. Any action related to this Agreement shall be governed by the laws of Colorado without regard to choice of law principles, and any litigation hereunder shall take place in the state or federal courts located in Colorado, Larimer County. Each term hereof shall be interpreted to the maximum extent possible so as to be enforceable under applicable law. 16. MISCELLANEOUS. This Agreement may be executed in counterparts, all of which together shall constitute the same document. Customer agrees that a facsimile or other copy containing the signatures of both parties shall be as enforceable as the original executed Agreement. The failure of either party to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision or the right thereafter to enforce each and every provision hereof. No waiver by either party, either express or implied, or any breach of these terms or conditions shall be construed as a waiver of any other term or condition. The provisions of this Agreement that by their nature continue in effect shall survive the termination or expiration of this Agreement. The Agreement represents the final and only agreement between Customer and Company and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements. The Agreement can be changed only by a written agreement between the parties. Customer hereby represents to Company that this Agreement is legally binding and enforceable against Customer in accordance with its terms. 17. GOVERNMENT IMMUNITY. Nothing in this Agreement or any Schedule is intended to be, and shall not be construed as, a waiver of the limitations on damages or any of the privileges, immunities, or defenses provided to, or enjoyed by, Customer, or its directors, officers, employees, volunteers, or agents, under common law or pursuant to statute, including but not limited to the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq. 18. NON-APPROPRIATION. Customer's direct and indirect financial obligations under this Agreement and any Schedule are subject to appropriation, budgeting, and availability of funds to discharge such obligations. If Customer's governing body fails to appropriate funds for its obligations under this Agreement, this Agreement shall terminate on January 1 of the year for which the non-appropriation occurred, and Customer shall have no further financial obligation under this Agreement beyond the financial obligations for which it previously appropriated funds. Accepted by Professional Document Solutions Customer:Eagle County Emergency Management PDS Signature: Heath Talbot Date: 12/05/2024 Signature: Date: Print Name: Jeff Shroll Title: County Manager Docusign Envelope ID: 319D7664-A18B-437B-AA1D-5C46F2EE9DAC 1/28/2025 1/28/2025 Pricing Schedule for Standard Laser Devices THIS IS A LEGALLY BINDING NON- CANCELABLE CONTRACT Black and White Prints/Color Prints Schedule to Agreement No: Customer – Use EXACT registered name if a corp., LLC or LP THIS PRINT SERVICES SCHEDULE (“Schedule”) amends the Cost Per Print Agreement (“Agreement”) between the Customer named above (“you” or “your”) and Professional Document Solutions (“Company”). “Consumables” provided under this Schedule include consumables, maintenance kits, waste trays, and imaging units, as applicable. Equipment Description: Black and White Prints (Duplex Prints = 2 Prints) Color Prints* (Duplex Prints = 2 Prints)** Brand, Model & Serial Number Base Monthly Charge: Number of Copies/Prints Included in Base Monthly Charge: Cost For Each Print: Number of Copies/Prints Included in Base Monthly Charge: Cost For Each Print: One AltaLink C8230 $10.00 0 $.0056 0 $.0490 * Color Prints – If any color print is on a page, it counts as a color page. Note that grey scale images printed with the composite black setting on (the default setting on most devices) count as color pages because color consumables are used. ** Duplex Color Prints – Note that duplex prints with any color print count as two (2) pages, even if the color print is only on one side. Equipment Location (if different than Customer’s address shown on page 1 of the Agreement): Term: Commencement Date (start of Term): Three Years or Four Years or Five Years Fixed If blank, the Term shall be Three years. Capitalized terms that are not defined in this Schedule shall have the meaning assigned to them in the Agreement. Except as set forth above, the Agreement shall continue in full force and effect. In the event of a conflict between the terms of the Agreement and this Schedule, this Schedule shall control Accepted by Professional Document Solutions Customer:Eagle County Emergency Management Signature: Date: PDS Signature: Heath Talbot Date: 12/05/2024 Print Name: Jeff Shroll Title: County Manager Docusign Envelope ID: 319D7664-A18B-437B-AA1D-5C46F2EE9DAC 1/28/2025 1/28/2025